Business presentation
1.1Presentation of the business
FL Entertainment\u00a0N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands and listed on Euronext Amsterdam under the symbol \u201cFL\u00a0Entertainment\u201d, hereafter \u201cFL\u00a0Entertainment\u201d, \u201cthe Company\u201d or \u201cthe parent company\u201d, detains and fosters the development of its controlled subsidiaries, hereafter \u201cthe Group\u201d. It encompasses two main business lines operating in the Content production &\u00a0distribution business and the Online sports betting &\u00a0gaming business.
The audiovisual entertainment business, hereafter \u201cthe Content production &\u00a0distribution business line\u201d, is represented by Banijay Group Holding and its subsidiaries, hereafter \u201cBanijay\u201d or \u201cBGH\u201d, which operates in the production of audiovisual programs, distribution and marketing of intellectual property rights in relation to audiovisual and digital contents and/or formats.
The Online sports betting &\u00a0gaming business, hereafter \u201cthe Online sports betting &\u00a0gaming business line\u201d is represented by Betclic Everest Group\u00a0SAS and its subsidiaries, hereafter \u201cBetclic Everest Group\u201d or \"Betclic\" or \u201cBEG\u201d, which operates through its subsidiaries in the European online gaming markets, online casinos, online poker and sports betting. It operates under the names of its known brands such as Betclic and Bet-at-home, the latter being the brand name of bet-at-home.com AG, a listed company on the Frankfurt stock exchange.
As of 31 December 2022, FL Entertainment is the Parent Company of the Group. Its headquarters are located at 5\u00a0rue\u00a0Fran\u00e7ois 1er, 75008 Paris, France. FL Entertainment is ultimately controlled by Lov Group Invest SAS, a private French company.
1.2Group\u2019s constitution
FL entertainment\u00a0B.V. has been incorporated on 10\u00a0March 2022. Prior to the contribution of the subsidiaries to FL\u00a0Entertainment, the simplified structure of the Group was the following:
After the completion of the transactions described in note\u00a03.1.1 II), the simplified structure of the Group is the following:
The constitution of the Group therefore results from transfers of entities within Financi\u00e8re Lov Group, without modification of the Financi\u00e8re Lov\u2019s control on the Group. Therefore, the Group results from a combination between entities under common control (refer to note\u00a03.1.1 II) on page 220).
| \n Note 2 | \n\n Basis of preparation | \n
2.1Statement of compliance
The consolidated financial statements of the Group for the Financial Year 2022 and the Financial Year 2021\u00a0have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and available on the European Commission website.
These standards include International Financial Reporting Standards and International Accounting Standards (IAS), as well as the related International Financial Reporting Interpretations Committee (IFRIC) interpretations.
The consolidated financial statements are presented in euros. Unless otherwise indicated, all amounts are rounded to the nearest hundred thousand euros, rounding differences may occur.
These consolidated financial statements were authorized for issue by the Board of Directors on 28\u00a0April 2023.
2.2Scope of consolidation
The consolidated Group is the continuity of the reporting entity reflected in the Combined Financial Statements. The constitution of the Group\u2019s results from contribution of entities to FL\u00a0Entertainment, without modification in fine of the control by Financi\u00e8re Lov (refer to notes\u00a01.2 and 3.1.1 II) on pages 205 and 220). These operations are therefore a combination between entities under common control. This type of combination is excluded from the scope of IFRS\u00a03 Business Combinations. In the absence of an IFRS\u00a0standard specifically applicable to such a transaction, the Group has elected to recognize them using the pooling of interests\u2019 method based on the existing book value (predecessor value accounting) in the Financi\u00e8re Lov historical consolidated financial statements. The pooling of interests was applied retrospectively. The legal entities and sub-groups forming part of the Group are as follows:
| \n Name of the legal entity\u00a0or sub-group | \n\n Country of incorporation | \n\n % of ownership interest | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n||
| \n FL Entertainment | \n\n The Netherlands | \n\n Parent company | \n\n - | \n
| \n Pegasus Entrepreneurial Acquisition Company Europe\u00a0B.V. | \n\n The Netherlands | \n\n Merged into FL Entertainment | \n\n - | \n
| \n Lov Banijay | \n\n France | \n\n Merged into FL Entertainment | \n\n 100.00% | \n
| \n LDH | \n\n France | \n\n Merged into Lov Banijay | \n\n 51.60% | \n
| \n Mangas Lov | \n\n France | \n\n Merged into Lov Banijay | \n\n 100.00% | \n
| \n Sub-group Betclic Everest Group | \n\n \n | \n\n \n | \n\n \n | \n
| \n \u2022Betclic Everest Group | \n\n France | \n\n 94.60% | \n\n 47.30% | \n
| \n \u2022Subsidiaries | \n\n Note 30.2 | \n\n Note 30.2 | \n\n Note 30.2 | \n
| \n Sub-group Banijay | \n\n \n | \n\n \n | \n\n \n | \n
| \n \u2022Banijay Group Holding | \n\n France | \n\n 100.00% | \n\n 34.64% | \n
| \n \u2022Banijay Group | \n\n France | \n\n 92.26% | \n\n 89.54% | \n
| \n \u2022Subsidiaries | \n\n Note 30.1 | \n\n Note 30.1 | \n\n Note 30.1 | \n
All companies and sub-groups in the table above are fully consolidated. However, the sub-groups have interests in associates and joint ventures. The detailed list of the legal entities is available in note\u00a030 on page 273.
These consolidated financial statements are the continuation of the Combined Financial Statements as of and for the year ended 31\u00a0December 2021 as included in the Prospectus and that have been authorized for issuance by the Board of Directors of Financi\u00e8re Lov\u00a0SAS at its meeting held on 9\u00a0May 2022. There is no significant change in accounting standards between the 2021 comparative consolidated financial statements and the 2021 Combined Financial Statements.
2.3Applicable accounting standards
The consolidated financial statements for the years ended on the 31 December 2022 and 2021 have been prepared in accordance with International Financial Reporting Standards (\u201cIFRS\u201d) as issued by International Accounting Standard Board (\u201cIASB\u201d) as adopted by the European Union and available on the European Commission website.
These standards include IFRS and IAS, as well as the related IFRIC interpretations. The financial statements have been prepared on the historical cost basis, except for the revaluation of certain properties and financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share\u2011based payment transactions that are within the scope of IFRS\u00a02, leasing transactions that are within the scope of IFRS\u00a016\u00a0Leases, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS\u00a02\u00a0Inventories or value in use in IAS\u00a036\u00a0Impairment of Assets.
The principal accounting policies adopted are set out below.
2.3.1Effective for fiscal years beginning on or after 1\u00a0January 2022
IFRS\u00a0standards effective in 2022
\u2022Amendments to IFRS\u00a03\u00a0Reference to the Conceptual Framework
Effective date: 1\u00a0January\u00a02022
\u2022Amendments to IAS\u00a016\u00a0Property, Plant and Equipment \u2013\u00a0Proceeds before Intended Use
Effective date: 1\u00a0January\u00a02022
\u2022Amendments to IAS\u00a037\u00a0Onerous Contracts \u2013\u00a0Cost of Fulfilling a Contract
Effective date: 1\u00a0January\u00a02022
\u2022Annual Improvements to IFRS\u00a0Standards 2018-2020
Effective date: 1\u00a0January\u00a02022
These standards, amendments and interpretations do not have a significant impact on the Group\u2019s consolidated financial statements as of 31\u00a0December 2022.
Moreover, the Group has considered the following IFRS\u00a0IC\u2019s decisions:
IFRS\u00a0IC decision relating to the Special Purpose Acquisition Companies (SPAC): accounting for warrants at acquisition
In September\u00a02022, the IFRIC\u00a0issued a decision on SPAC clarifying how the entity accounts for warrants on acquiring the SPAC. The accounting treatment of the Business Combination explains in note\u00a03.1.1 II) on page 220\u00a0is in line with the IFRIC\u00a0decision.
IFRIC\u00a0decision relating to IAS\u00a07\u00a0Statement
of Cash Flows
In April\u00a02022, the IFRIC\u00a0issued a decision on IAS\u00a07\u00a0clarifying how the deposits with restrictions on use arising from a contract with a third party are presented in the cash flows statement and balance sheet. After analyzing the potential effect on the classification of the restricted cash from Online sports betting &\u00a0gaming business, the Group has concluded that the overall impact of this change in standards is not impacting is accounting process.
2.3.2Standards issued but not yet effective
IFRS\u00a0standards adopted by the European Union
\u2022IFRS\u00a017\u00a0Insurance Contracts
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IFRS\u00a017\u00a0&\u00a0IFRS\u00a09\u00a0Insurance Contracts &\u00a0Financial Instruments \u2013\u00a0Comparative Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a01 and the Impact on the ISAs Presentation of Financial Statements \u2013\u00a0Disclosure of Material Accounting Policy Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a08 Accounting Policies, Changes in Accounting Estimates and Errors \u2013\u00a0Definition of Accounting Estimates
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a012 Income taxes \u2013\u00a0Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction
Effective date: 1\u00a0January\u00a02023
IFRS\u00a0standards not yet adopted
by the European Union
\u2022Amendments to IAS\u00a01\u00a0Presentation of Financial Statements \u2013\u00a0Classification of Liabilities as Current or Non-Current
\u2022Amendments to IFRS\u00a016\u00a0Leases \u2013\u00a0Lease Liability in a Sale and Leaseback
The Group has not early adopted any of the referred standards in the preparation of the consolidated financial statements. None of the accounting standards issued but not yet effective are expected to have a significant impact on the Group\u2019s consolidated financial statements.
2.4Significant assumptions and estimates
The preparation of these consolidated financial statements requires the Group\u2019s management to make assumptions and estimates that may affect the application of the accounting methods, and the reported amounts of assets and liabilities, as well as certain income and expenses for the period. These assumptions and estimates relate mainly to:
i)the valuation and useful lives of audiovisual rights;
ii)the purchase price allocation and the measurement of goodwill from business combinations, the determination of the recoverable value of cash-generating units (including differences acquisition) and subsequent impairment test;
iii)the calculation of debt related to earn outs on acquisitions;
iv)the estimate of debt resulting from put options in favor of minority shareholders;
v)the estimate of liabilities related to employee long-term incentives and employee benefits resulting from a business acquisition;
vi)the estimate of the valuation of securities;
vii)the right-of-use assets and lease liabilities;
viii)the amount of provisions for risks and other provisions in relation with the Group\u2019s activity; and
ix)the deferred taxes judgement in assessing the uncertainty of whether it is probable to recover the deferred taxes assets.
Actual results may differ from these estimates under different assumptions or conditions.
2.5Main accounting policies
The accounting methods described were consistently applied to all the reporting periods presented in the consolidated financial statements.
2.5.1Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31\u00a0December each year. Control is achieved when the Company:
\u2022has the power over the investee;
\u2022is exposed, or has rights, to variable returns from its involvement with the investee; and
\u2022has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non\u2011controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non\u2011controlling interests even if this results in the non\u2011controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group\u2019s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non\u2011controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS\u00a0Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS\u00a09\u00a0Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
2.5.2Business combinations
Business combinations are accounted for under the acquisition method as published in IFRS\u00a03 when the acquired set of activities and assets meets the definition of a business and control is transferred to the Company.
In determining whether a particular set of activities and assets is a business, the Company assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognized in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognized in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (full goodwill) or at the percentage of shares of identifiable assets and liabilities it possesses.
According to IFRS\u00a010, acquisitions in non-controlling interests and disposals without loss of control are considered as transactions between shareholders. The difference between the acquisition price of the additional shares and the related share of equity is recognized in shareholders\u2019 equity (Group share). The costs attributable to such transactions as well as their related fiscal impacts are booked in equity.
The cash flows related to transactions with shareholders are presented in Cash flow from investing activities in the consolidated statements of Cash Flows.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the \u201cmeasurement period\u201d (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs.
The Group identifies the transactions that are qualified as separate transactions in accordance with IFRS\u00a03, especially transactions that remunerates former shareholders of the acquiree for future services. Those transactions are accounted for in accordance with the relevant IFRS\u00a0(refer to note 2.5.18 of page 216).
2.5.3Goodwill
Goodwill is initially recognized and measured as set out above.
Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), (CGU), expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production &\u00a0distribution business;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognized for goodwill cannot be reversed in subsequent periods.
The accounting policy for goodwill arising on the acquisition of an associate or a joint venture is described below.
2.5.4Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognized initially in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment.
2.5.5Intangible assets
Intangible assets with finite useful lives are initially recognized at cost, except for those acquired in a business combination, which are recognized at fair value.
Intangible assets presented in the consolidated statement of financial position comprise:
\u2022format rights acquired from a third party or through business combinations. They can be commercially exploited either through internal use, i.e., the production of television programs by a Group entity, or through external use, i.e., the sale or licensing to third parties;
\u2022audiovisual rights, or catalogues, referred to as the Group\u2019s library of finished programs, whether acquired or internally developed, for which the Group has legal right to distribute and to receive revenue from the distribution of the rights;
\u2022production contracts or client contracts, acquired through business combinations, to produce television programs, TV movies, or cinematic movies;
\u2022fictions in progress which are the costs incurred for fiction productions that are not yet finalized and not delivered to the client at the closing date, and for which i) the Group retains the intellectual property (IP) and ii) the Group expects significant further IP revenue;
\u2022rights for the movie adaptation of books;
\u2022intangible assets acquired in the normal activity of the Online sports betting &\u00a0gaming business such as domain names, websites, customer database;
\u2022Online sports betting &\u00a0gaming business software acquired from a third party or through business combinations or which are the costs incurred to develop it (refer to note 2.5.6 on page 211); and
\u2022other intangible assets such as other administrative software.
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortized on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortized on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
2.5.6Internally generated software
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognized if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalized during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalized. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognized as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
2.5.7Property, plant and equipment
Property, plant and equipment are recorded at their acquisition cost and then carried at historical cost less accumulated depreciation and impairment losses. Acquisition cost includes costs directly attributable to transporting an asset to its physical location and preparing it for its operational use, and the collection of property, plant and equipment, and the rehabilitation of the physical location resulting from the incurred obligation.
Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each financial year\u00a0end.
Lands and tangible assets in progress are not depreciated. When tangible assets in progress are ready for its intended use, they are transferred to the relevant category and depreciation starts. When property, plant and equipment include significant components with different useful lives, they are recorded and depreciated separately.
Depreciation is recognized on the following basis:
| \n \n | \n\n Method | \n\n Duration | \n
| \n Technical facilities and equipment | \n\n Straight-line | \n\n 3\u00a0to 20\u00a0years | \n
| \n Office furniture and equipment | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Constructions | \n\n Straight-line | \n\n 15\u00a0to 40\u00a0years | \n
| \n Other fixed assets | \n\n Straight-line | \n\n 3\u00a0to 10\u00a0years | \n
2.5.8Lease
Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain Ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The interest used at the inception of the contract will be the same for the whole life of the lease term aside if there are modifications in contract terms such as a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12\u00a0months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.
Significant judgement in determining the lease term of contracts with renewal options
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised by the Group, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the option, under some of its real estate leases to lease the assets for additional terms of several years. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).
2.5.9Impairment of property, plant
and equipment, intangible assets (other than goodwill)
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.3 on page 210.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognized, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognized for the asset in prior years.
2.5.10Production of audiovisual programs - work in progress
Inventories relating to work in progress are valued at production cost. They represent outstanding production of audiovisual programs, excluding fictions for which (i) the Group retains a part of the intellectual property (IP) and (ii) expects significant IP revenue, that are not finalized and not delivered to the client at closing date. In the case production losses are anticipated, a provision for losses on onerous contract is accounted for, after inventories have been written off.
2.5.11Financial instruments and equity instruments
Financial instruments consist of:
\u2022financial assets, including other non-current assets, trade receivables, other current assets, and cash and cash equivalents;
\u2022financial liabilities, including securities issued that are not qualified as equity instruments, long and short-term borrowings and bank overdrafts, accounts and notes payable and other current and non-current liabilities;\u00a0and
\u2022derivative instruments.
Financial instruments (assets and liabilities) are recorded in the consolidated statement of financial position at the fair value on initial recognition, plus in the case of an asset that is not subsequently recognized at fair value through profit or loss, transaction costs directly attributable to the acquisition of that asset. They are subsequently measured at either fair value (result or other comprehensive income) or amortized costs, depending on their nature. Amortized cost corresponds to the initial carrying amount (net of transaction costs), plus interest calculated using the effective interest rate, less cash outflows (coupon interest payments and repayments of principal and redemption premiums where applicable). Accrued interest (income and expense) is not recorded based on the financial instrument\u2019s nominal interest rate but based on its effective interest rate. The fair value of a financial instrument is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm\u2019s length transaction.
Financial assets
The classification of a financial asset in each of these categories depends on the management model applied by the enterprise and the characteristics of its contractual cash flows. Transactions relating to financial assets are recorded at settlement date.
Debt instrument at amortized costs
These financial assets are initially recognized at their fair value to which is added directly attributable transaction costs and, then at amortized cost at each closing date, applying the effective interest rate method. This category of assets includes trade receivables and other debtors, loans and deposits, receivables attached to participating interests, cash and loans to associates or non-consolidated entities. In practice, trade receivables are measured to the amortized cost method, even though they may be subject to an assignment of receivables, for example, in the context of factoring.
Equity instrument at fair value through OCI
The Group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortized cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognized, the previously recognized impairment will be reversed. The reversal of an impairment loss is recognized as profit or loss, as long as the book value of the asset does not exceed its amortized cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Derecognition of financial assets
Financial assets and related impairment are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortized cost, the difference between the asset\u2019s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. A financial instrument is classified as an equity instrument only when (a) the instrument includes no contractual obligation (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the issuer; and (b) if the instrument will or may be settled in the issuer\u2019s own equity instruments, it is (i) a non-derivative that includes no contractual obligation for the issuer to deliver a variable number of its own equity instruments; or (ii) a derivative that will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
Repurchase of the Company\u2019s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
Financial liabilities
Financial liabilities are divided into two categories: financial liabilities at amortized cost and financial liabilities at fair value through profit or loss.
The financial liabilities of the Group mainly consist of liabilities valued at amortized cost. Among them are loans and similar debts including:
\u2022bonds and secured notes;
\u2022credit lines from banks and other production financings;
\u2022bank overdrafts;
\u2022borrowings;
\u2022other loans (such as vendor loans); and
\u2022trade payables.
The category of financial liabilities at fair value through profit or loss includes among other things earn out liabilities, put options over non-controlling interests and securities.
Interest-bearing debts and borrowings
All loans, and debts are recognized initially at the fair value of the consideration received, less costs directly attributable to the transaction. After initial recognition, interest-bearing liabilities and debts are measured at amortized cost using the effective interest rate method. Costs directly attributable to the issuance of debt are deducted from liabilities and are amortized over the life of the debt, as a component of the effective interest rate.
Financial liabilities at Fair Value Through Profit or Loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the \u201cOther finance income/(costs)\u201d line item (note\u00a010, page 234) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 263.
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group\u2019s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
Derivatives
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognized initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognized as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognized in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognized in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognized directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realized or settled within 12\u00a0months.
2.5.12Cash and cash equivalents
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
2.5.13Trade receivables
Trade Receivables on \u201cProviders\u201d
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
2.5.14Commitments to purchase non-controlling interests (put options)
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements convey an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests is reclassified to other current or non-current liabilities.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
2.5.15Provisions and contingent assets and liabilities
Provisions are recorded only if the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an expenditure will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. It is accounted for as profit or loss in a dedicated line, net of any contingent reimbursement.
If the effect of the time value of money is material, provisions are discounted using a discount pre-tax rate that reflects, where appropriate, the risks specific to the obligation. When discounting, the increase in the provision due to the passage of time is recognized in net financial income (loss).
If the amount of the obligation cannot be reliably estimated, no provision is recorded and a disclosure is made in the notes to the consolidated financial statements.
Non-financial guarantees are accounted for as a contingent liability until such time it becomes probable that the Group will be required to make a payment under the guarantee.
Contingent liabilities are possible obligations or present obligations that cannot be measured with a sufficient reliability or that are not probable unless it is assumed in a business combination. Contingent liabilities are reviewed continuously to assess whether an outflow of resources has become probable.
2.5.16Pensions and other post-employment benefits
The Group\u2019s obligations under defined benefit pension plans and other post-employment benefit plans are computed by independent actuaries using the projected unit credit method. The actuarial valuation involves making assumptions such as discount rates, retirement date, staff turnover, future increases of wages, mortality rates and future pension increases.
The effect of discounting of the provision are presented in the net financial income (loss).
For these post-employment benefit plans, the actuarial gains and losses are immediately and entirely recognized in other comprehensive income with no possibility of recycling in the income statement. Past service costs are immediately and fully recorded in the income statement on acquired rights as well as on future entitlements.
2.5.17Employees long-term incentive plans
The Group issued long-term incentive plans (LTIP). They are mostly based on the value created during a defined period, in accordance with formulas mostly based on operating indicators (such as EBITDA). Some of them are settled in shares but are supplemented by a liquidity agreement granted by the Group. The others are settled in cash. Depending on the plans\u2019 terms and conditions, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives. These plans are subject to service conditions.
A liability is recognized for the services acquired over the vesting period based on the valuation of the liability. At each reporting date until the liability is settled, and at the date of settlement, the value of the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
2.5.18Employee benefits resulting from a business acquisition arrangement
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognized as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives:
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognized for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognized as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
2.5.19Revenue
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control of a product or service to a customer.
The revenue from ordinary activities is recognized as soon as the economic benefits of the transaction will probably benefit the Group, the amount is reliably measured, and it is likely the amount of the transaction will be recovered.
Revenue from the two businesses and their specificities are explained below.
Revenue Recognition for the Content Production &\u00a0Distribution Business
Revenue recognition is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognized either when the performance obligation in the contract has been performed (\u201cpoint in time\u201d recognition) or \u201cover time\u201d as control of the performance obligation is transferred to the customer.
Customer contracts can have a wide variety of performance obligations, from production contracts to format licenses and distribution activities. For these contracts, each performance obligation is identified and evaluated.
The transaction price, being the amount to which the Group expects to be entitled and has rights to under the contract is allocated to the identified performance obligations. The transaction price will also include an estimate of any variable consideration where the Group\u2019s performance may result in additional revenue based on the achievement of agreed targets such as audience targets. Variable consideration is not recognized until the performance obligations are met.
Production revenue from producing television programs
Production revenue is recognized when the programs are delivered to the client. Standard criteria to establish revenue recognition are:
\u2022in most cases, client\u2019s acceptance document (i.e., delivery notice signed/approved by the client\u2026);
\u2022delivery of a certain number of episodes.
In case of partial delivery of the same program over several periods of time (series,\u00a0etc.), revenue, costs and margin are recognized according to episodic deliveries. Production revenue do not include grants, subsidies and co-producers\u2019 contributions. These are presented as a reduction of cost of sales.
Distribution revenue from the sale of finished programs and formats
Distribution revenue is recognized when the rights are transferred to the client:
\u2022based on a signed contract or a deal memo;
\u2022when the related rights are opened; and
\u2022for the full revenue (revenue are not spread over the licensing period), as it is an access to right since there is limited ongoing involvement in the use of the license following its transfer to the customer.
Minimum guaranteed revenue is recognized as revenue when the above criteria are met, and further variable payments are recognized when highly probable.
Revenue from music rights is recognized as revenue when received based on royalties\u2019 statements (output method).
Consideration as a principal or an agent in revenue recognition
The Group had determined it is a principal in most of its performance obligation.
In the course of its business, the Group resells finished tape or formats purchased from third parties. Given it obtains the right to distribute the content, the Group usually controls the license. The distinction between agent and principal has an impact on the presentation of revenue, which is recognized as follows:
\u2022on a gross basis when the Group is a principal;
\u2022net of the cost of sales when the Group is an agent.
Revenue Recognition for the Online Sports Betting &\u00a0Gaming Business
The Online sports betting &\u00a0gaming business generates its revenue from the conclusion and processing of sports bets and the provision of various other online casinos, games and turf. In line with the practices in the industry, the net results from bets and/or wagers placed by customers and pay-outs to customers is initially recognized as gross betting and gaming revenue.
The net betting and gaming revenue recognized in the consolidated statements of income is the residual amount left after deducting betting fees and gaming levies.
Gross betting and gaming revenue
Gross betting and gaming revenue are recognized once all of the obligations have been fulfilled, i.e. once the events and their relative players\u2019 bets or the wagers on online casinos, and other online games, have been completed and the Group has calculated the winnings and the publication of the results.
It is based on the turnover. This results in the following principles:
\u2022gross betting and gaming revenue from games in casinos and sports betting corresponds to money lost by players in these activities during the accounting period;
\u2022gross betting and gaming from poker games corresponds to the commissions (rake) collected on poker games, increased by the entry fees collected over the period; and
\u2022gross betting and gaming on the horseracing corresponds to the commissions collected on the bets of the players.
The gross gaming proceeds from bets already placed on sporting events at the closing but the results of which will not be known until after the end of the period (pending bets) is not recognized as revenue. This amount is recorded as prepaid income (see below).
Players\u2019 bonuses
Players\u2019 Bonuses are composed with 4\u00a0categories:
\u2022\u201cFree-bets\u201d, a virtual amount (which can be withdrawn) that can be used to place a sports bet. In case of positive betting outcome, the net winning (winnings minus stake) is credited to the customer balance. \"Free-bets\" bonuses not yet consumed at the reporting date are recognized at their fair value through profit or loss;
\u2022\u201cBoost bonus\u201d, an odd multiplier available for specific multiple bets increasing the expected winning amount;
\u2022\u201cCash bonus\u201d, cash amount credited to the player balance and immediately withdrawable; and
\u2022\u201cBlocked bonus\u201d, a bonus withdrawable pertaining specific triggering conditions such as wagering requirements. Cost of bonus is reported when credited to the customer account to the exception of provision which is fair valued through profit and loss.
Pending bets
The gross amount of bets placed on sporting events at the reporting date whose results will not be known until after the end of the period (pending bets) is recognized as financial liabilities to customers, and are measured at fair value through P&L in accordance with IFRS\u00a09\u00a0Financial Instruments.
2.5.20 Production costs
Production Costs
Production costs, attributable to the Content production &\u00a0distribution business, are net of co-producers\u2019 contributions, grants and subsidies. They mainly include the costs of scripts, actors, Directors, rental of equipment, technical staff, participants, hosts, sets, format fees,\u00a0etc.
Until programs are delivered, related production costs are capitalized in work in progress for non-scripted programs and as intangible assets for scripted programs for which i)\u00a0the Group retains the IP and ii) the Group expects significant further IP revenue.
At revenue recognition date, the production costs of non-scripted programs are expensed in the income statement.
The production costs of scripted programs for which the Group retains the IP and expects further significant IP revenue are amortized as production costs in the statement of profit or loss using the ultimate revenue method. The cumulated amortization is calculated at the end of a given year as follows:
Production costs x (actual cumulated revenue/total estimated revenue of program)
The total estimated revenue of a program is the sum of actual cumulated revenue of the program and the program\u2019s future revenue forecast. Depreciation for a current year is calculated by difference with cumulated depreciation of previous years, if any. An impairment is booked if the net value of the program is higher than the future revenue forecast. Initial depreciation of a scripted program is expensed at delivery while the remaining value is depreciated when the subsequent distribution revenue is recognized.
Grants and Subsidies
Grants and subsidies are recognized when there is a reasonable assurance that the grant will be received, and all attached conditions will be fully complied with.
Grants and subsidies which are strictly related to the financing of a given program are deducted from production costs. When they relate to an asset, grants and subsidies are directly deducted from the carrying amount of the asset and released to the depreciation and amortization calculated on the net amount over the useful life of the asset.
All other grants and subsidies (such as government grants not strictly related to a program) are recognized as \u201cOther operating income\u201d when granted.
Acquisition Cost of Clients
Internal costs relating to acquisition of clients are recognized as expenses.
Client databases are capitalized and recognized as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
2.5.21Operating segments
According to IFRS\u00a08, an operating segment is a component of an entity that i) engages in business activities from which it may earn revenue and incur in expenses, ii) whose operating results are regularly reviewed by the entity\u2019s chief operating decision maker (CODM) to decide how resources should be allocated to the component and iii) for which discrete financial information is available.
The operating segments are Content production &\u00a0distribution business and Online sports betting &\u00a0gaming business. The segments are organized based on the nature of the business. Holding represents amounts not allocated to the operating segments and includes certain costs related to central activities as well as group enabling functions. Intercompany elimination represents transaction inter segments that do not contribute to the Group figures.
\u2022The operating segment reporting follows the internal reporting used by the CODM \u2013\u00a0FL\u00a0Entertainment\u2019s Board of Directors \u2013\u00a0to manage the business, assess the performance based on the available financial information and to allocate the resources. The most important performance measures(32) are net revenue, Adjusted EBITDA (definition in note\u00a04 on page 224), cost of Net Debt and Adjusted Free Cash Flow as management believes this is key in evaluating the results of the segments relative to other companies that operate within the same industry.
2.5.22 Taxes
Current Tax
Tax receivables or tax payables for the current period and prior periods are estimated at the amount that is expected to be received from or to be paid to the tax administration. Tax rates and tax laws used in order to estimate the tax receivable or the tax liability are those which have been enacted at closing date. Current income taxes pertaining to items recognized in \u201cother comprehensive income\u201d are recorded in the same category and not as profit or loss.
The Group classifies the CVAE in France (contribution on added value) and IRAP Tax in Italy (regional production tax) as income\u00a0tax.
Deferred Taxes
Differences existing at closing between the tax bases of assets and liabilities and their carrying value in the consolidated statement of financial position give rise to temporary differences, except for non-tax-deductible goodwill. Pursuant to the liability method, these temporary differences result in the accounting of:
\u2022deferred tax assets, when the tax base value is greater than the carrying value (expected future tax saving);\u00a0and
\u2022deferred tax liabilities, when the tax base value is lower than the carrying value (expected future tax expense).
Deferred tax assets and liabilities are measured at the expected tax rates for the year during the Group expects the asset will be realized or the liability settled, based on tax rates (and tax regulations) enacted or substantially enacted by the closing date. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Deferred tax assets for all deductible temporary differences, tax loss carry-forwards and unused tax credits are only recognized to the extent that it is probable that future taxable profit will be available against to utilize them.
The carrying value of deferred tax assets is reviewed at each closing date, and revalued or reduced to the extent that it is more or less probable that a taxable profit will be available to allow the deferred tax asset to be utilized. When assessing the probability of a taxable profit being available, account is taken, primarily, of prior years\u2019 results, forecasted future results, non-recurring items unlikely to occur in the future and the tax strategy. As such, the assessment of the Group\u2019s ability to utilize tax losses carried forward is to a large extent judgment based. If the future taxable results of the Group proved to differ significantly from those expected, the Group would be required to increase or decrease the carrying value of deferred tax assets with a potentially material impact on the Group\u2019s statement of financial position and statement of income.
Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity or tax group. They are classified in the statement of financial position as non-current assets and liabilities.
Deferred tax shall be charged or credited directly to equity, and not profit and loss if the tax relates to items that are credited or charged directly to equity. Deferred taxes resulting from the recognition of asset or liability in a business combination are recognized in the same way.
2.5.23 Related parties
A related party is a person or an entity that is related to the Group. These include both people and entities that have, or are subject to, the influence or control of the Group (e.g.,\u00a0shareholders, key management personnel). Transactions with related parties are accounted for in accordance with the requirements of relevant IFRS and take into account the substance as well as the legal form.
2.6Going concern
The management assessed the Group\u2019s ability to continue as a going concern when preparing the consolidated financial statements.
Balance sheet
Equity turned positive again as of 31 December 2022 for a total amount of \u20ac18.0 million compared to -\u20ac6.2\u00a0million as of 31\u00a0December 2021. In addition, the current part of the financial liabilities is covered by the current part of the financial assets and cash and cash equivalents held by the group.
Losses in 2022 and 2021
Net losses in 2022 are mainly due to the non-recurring transaction costs incurred, which are largely non-cash, and the impact of the change of fair value of the put options and LTIP debts following the re-assessment of Banijay Group shares in relation with the Group\u2019s reorganization and Pegasus Merger as explained in the notes 3.1.1 II) and 3.1.2 on pages 220 and 222. In 2021, the net losses were mainly due to a new share-based payments agreement which led to an expense as explained in the note 3.2.3 III) on page 223. Those negative results are of an exceptional nature and are not intended to be recurrent.
Liquidity / Forecast
In terms of liquidity, the management has performed a monthly cash flow forecast for the next year. This forecast includes an organic growth with a high degree of certainty predictability due to the group activity, dividend cash out and repayment of borrowings and other financial liabilities. This forecast confirmed the absence of solvency risk and that the group is confident in its capacity to covers its needs. In addition, there is no breach of financial covenants to be reported.
Sensitivity test
The Group also modelled a scenario assuming a decrease of 10% of activity in 2023 and 2024 compared to the budget 2023 and Business plan 2024 to assess whether there is sufficient liquidity position. In this scenario, the Group would have enough liquidity and financing facilities to continue its operation. A stress test to a decrease of activity by 15% was also performed and lead to the same conclusion.
Other lines of credit
In addition, as explained in note\u00a027 on page 270, as of 31\u00a0December 2022, undrawn committed lines of credit, overdrafts and other borrowings have been obtained for a total of \u20ac211\u00a0million. As disclosed in the note 25.4 \u2013 Liquidity risk on page 266, the Content production & distribution business is subject to financial covenants, namely concerning RCF (Revolving Credit Facility) in the event of a drawdown of 40%. In December 2022, although the RCF is not drawn, such financial covenants are satisfied.
In addition, as disclosed in the note 23.3 \u2013 Current and non-current financial liabilities on page 259, FL Entertainment has the possibility to extend the maturity of the vendor loans that are due in November 2023.
Conclusion
Based on the above, management considers the Group has sufficient resources to continue operating for at least 12\u00a0months and that there are no material uncertainties about the Group\u2019s ability to continue as going concern.
Significant events
3.1Significant events that occurred in 2022
3.1.1Holding
I)Incorporation of FL Entertainment\u00a0N.V. (former\u00a0B.V.)
FL Entertainment\u00a0B.V. has been incorporated on 10\u00a0March 2022. Until of 30\u00a0June 2022, this Company was a private limited liability company under the Dutch law, with a tax residency in France.
On 1\u00a0July 2022, following the Business Combination Agreement described below, FL Entertainment\u00a0BV changed its legal structure from\u00a0B.V. (Private limited company) to\u00a0N.V. (public limited company). Its tax residency is still in France.
II)Business Combination Agreement \u2013\u00a0Transaction Between FL Entertainment and the SPAC Pegasus Entrepreneurs
FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurial Acquisition Company Europe\u00a0B.V. (Pegasus Entrepreneurs), a special purpose acquisition company (SPAC) focused on European growth companies listed and traded on Euronext Amsterdam, entered on 10\u00a0May 2022\u00a0into a definitive Business Combination Agreement amended on 22\u00a0June 2022\u00a0(Business Combination Agreement). The transaction consists of (i) the Business Combination of FL Entertainment and Pegasus Entrepreneurs resulting in a public listing of FL\u00a0Entertainment on Euronext Amsterdam (Business Combination, (ii) the equity roll-over of the minority shareholders in the Banijay Group (Vivendi, Fimalac and De Agostini) and Betclic Everest Group (SBM International) to become shareholders of FL Entertainment, and (iii) raising of \u20ac646\u00a0million of proceeds.
Group\u2019s reorganization
On 10\u00a0May 2022, the Company entered into an investment agreement with Financi\u00e8re Lov and St\u00e9phane Courbit, Lov Group Invest, Monte-Carlo SBM International S.\u00e0.r.l (SBM International), Dea Communications\u00a0SA (De Agostini), F.\u00a0Marc de Lacharri\u00e8re (Fimalac), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2\u00a0SAS (a subsidiary of the Sponsor Tikehau Capital SC), Poseidon Entrepreneurs Financial Sponsor\u00a0SAS (a subsidiary of the Sponsor Financi\u00e8re Agache\u00a0SA), Financi\u00e8re Agache (a Sponsor), Vivendi Content (Vivendi), Soci\u00e9t\u00e9 d\u2019Investissements et de Gestion \u2013\u00a0SIG 116\u00a0and Vivendi SE.
On 22\u00a0June 2022, the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the Investment Agreement). Pursuant to the Investment Agreement, Financi\u00e8re Lov agreed to subscribe for and, on 30\u00a0June 2022\u00a0received in return for its investment, 13,520,565\u00a0newly issued Ordinary Shares, 13,520,565\u00a0newly issued Special Voting Shares A (SVS) and 13,000,000\u00a0newly issued Earn-Out Preference Shares A, 3,500,000\u00a0newly issued Earn-Out Preference Shares B and 3,500,000\u00a0newly issued Earn-Out Preference Shares C (together Earn-out Shares), for an aggregate amount of \u20ac250,000,000. Further to the terms of the Investment Agreement, Financi\u00e8re Lov has received such shares in return for its investment on 30\u00a0June 2022.
Pursuant to (i) the Business Combination Agreement entered into by FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurs, and (ii) the investment agreement entered into by Financi\u00e8re Lov, Pegasus Entrepreneurs, SBM International, DEA Communications\u00a0SA, Fimalac, Vivendi, Tikehau Capital and Financi\u00e8re Agache on 10\u00a0May 2022, the Group conducted reorganization between entities within Financi\u00e8re Lov Group and with minority interests in order to achieve the transaction described below. The reorganization steps were implemented as follows (the\u00a0Lov Reorganization):
a.the merger of Mangas Lov into Lov Banijay, Lov Banijay being the surviving entity;
b.the distribution by Lov Banijay of part of its share premium to Financi\u00e8re Lov as its sole shareholder;
c.the contribution of all shares of LDH held by Financi\u00e8re Lov to Lov Banijay;
d.the contribution and sale of all LDH shares held by DEA Communications\u00a0SA to Lov Banijay. The sale will be financed by a vendor loan granted by DEA Communications\u00a0SA to Lov Banijay for an amount of \u20ac99.5\u00a0million;
e.the contribution of all LDH shares held by one of the shareholders (Fimalac) to Lov Banijay;
f.the contribution of all Banijay shares, held by Vivendi Content to LDH in exchange for shares in LDH, resulting in LDH holding the entire share capital of Banijay;
g.the contribution of all LDH shares held by Vivendi Content to Lov Banijay in exchange for shares in Lov Banijay, resulting in Lov Banijay holding the entire share capital of LDH;
h.the contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL Entertainment in exchange for Ordinary Shares and Special Voting Shares;
i.the contribution and sale of all Lov Banijay shares held by DEA Communications\u00a0SA\u2019s to FL Entertainment, in exchange for Ordinary Shares;
j.the contribution of all Lov Banijay shares held by Fimalac to FL Entertainment, in exchange for Ordinary Shares;
k.the contribution of all Lov Banijay shares held by Vivendi to FL Entertainment, in exchange for Ordinary Shares;
l.the contribution and sale of all Betclic shares held by SBM International to FL\u00a0Entertainment for, inter alia, Ordinary Shares. The cash consideration amounted to \u20ac425.0\u00a0million of which \u20ac388.5\u00a0million was paid as of 5\u00a0July 2022 and \u20ac36.5 million was financed by a vendor loan granted by SBM International to FL Entertainment;
m.subscription in cash by Financi\u00e8re Lov to a share capital increase of FL Entertainment for an amount of \u20ac250\u00a0million in exchange for:
\u2022i. Ordinary Shares and SVS, and
\u2022ii. Earn-Out Shares bearing a right to conversion into a certain number of FL\u00a0Entertainment Ordinary Shares depending on FL\u00a0Entertainment performance.
The Earn-out Shares have no material economic rights until their conversion and have regular voting rights but Financi\u00e8re Lov would agree not to vote on these Earn-Out Shares in a shareholders\u2019 agreement. The fair market value of the Earn-Out Shares has been assessed by an independent appraiser;
n.the redemption at the combination date (1\u00a0July 2022) of (i) the bonds redeemable in cash or in Ordinary Shares (obligations remboursables en actions ou en num\u00e9raire) for a principal amount of \u20ac90\u00a0million issued by Lov Banijay and subscribed by SIG 116\u00a0(an affiliate of Vivendi) on 23\u00a0February 2016\u00a0and (ii) the bonds redeemable in cash or in Ordinary Shares for a principal amount of \u20ac50\u00a0million issued by Lov Banijay and subscribed by SIG 116\u00a0on 14\u00a0October 2016\u00a0(\u20ac170.5\u00a0million including capitalized interests); and
o.subscription in cash by Vivendi to a share capital increase of FL Entertainment for an amount of \u20ac25\u00a0million, in exchange for Ordinary Shares.
Moreover, Marco Bassetti, CEO of Banijay, has decided on 30\u00a0June 2022\u00a0to contribute its Banijay Group\u2019s shares owned through his holding to FL Entertainment in exchange for Ordinary Shares. In conjunction with Banijay Group\u2019s shares, a shareholders\u2019 agreement was signed between Banijay Group Holding and Marco Bassetti granted to the latter a put option, recognized in the consolidated financial statements. Following the conversion, this agreement becomes devoid of purpose.
The impacts on the consolidated equity are detailed in note\u00a018.1 on page 250.
Forward purchase agreement
On 10\u00a0December 2021, Pegasus Entrepreneurs entered into a forward purchase agreement with Tikehau Capital and Financi\u00e8re Agache (the \u201cForward Purchase Agreement\u201d or \u201cFPA\u201d). Pursuant to the Forward Purchase Agreement, each of Tikehau Capital and Financi\u00e8re Agache have agreed to purchase from Pegasus Entrepreneurs up to 2,500,000\u00a0class A ordinary shares in Pegasus Entrepreneurs\u2019 capital (the \u201cPegasus Ordinary Shares\u201d) and up to 833,333\u00a0Pegasus Public Warrants, for an amount of up to \u20ac25,000,000 each (representing the number of Pegasus Ordinary Shares purchased under the Forward Purchase Agreement multiplied by \u20ac10.00), in a private placement that occurred simultaneously with the Business Combination. Since the Merger became effective on 1\u00a0July 2022\u00a0(refer to note\u00a0iii)) and Pegasus Entrepreneurs was the disappearing entity, Tikehau Capital and Financi\u00e8re Agache each subscribed for 2,500,000\u00a0newly issued Ordinary Shares in the Company\u2019s capital and 833,333\u00a0Warrants (together the \u201cForward Purchase Securities\u201d), for an aggregate amount of \u20ac25,000,000 each. Tikehau Capital and Financi\u00e8re Agache received the Forward Purchase Securities on 1\u00a0July 2022.
Because this agreement was concluded by Pegasus Entrepreneurs and Tikehau Capital and Financi\u00e8re Agache at the creation of Pegasus Entrepreneurs, it has been analyzed as part of the Merger.
Merger between FL Entertainment and the SPAC Pegasus Entrepreneurs
On 23\u00a0June 2022, Pegasus Entrepreneurs has obtained shareholders\u2019 approval for the Business Combination with FL Entertainment at the extraordinary general meeting.
The Business Combination has been completed on 1\u00a0July 2022. As a result, FL Entertainment and Pegasus Entrepreneurs merged at this date, FL Entertainment being the surviving entity. Since then, FL Entertainment is listed on Euronext Amsterdam and all Ordinary Shares and public Warrants are traded under the symbols \u201cFL\u00a0Entertainment\u201d and \u201cFL\u00a0EntertainmentW\u201d respectively with international securities identification number (ISIN) NL0015000X07\u00a0and NL0015000H56\u00a0respectively on Euronext Amsterdam.
As FL Entertainment is the accounting acquirer of the SPAC, the transaction is not considered as a business combination as defined by IFRS\u00a03. The Group received the net assets of the SPAC as well as a listing service in exchange of an issue of shares, which is considered as an equity-settled share-based payment transaction.
The fair value of the Pegasus\u2019 assets acquired, and the liabilities assumed at the date of the combination amounted as follows:
| \n Financial assets | \n\n \u20ac164.3\u00a0million | \n
| \n Cash | \n\n \u20ac2.1\u00a0million | \n
| \n Customers and other receivables | \n\n \u20ac0.4\u00a0million | \n
| \n Founder Shares | \n\n \u20ac(46.2)\u00a0million | \n
| \n Founder Warrants | \n\n \u20ac(3.7)\u00a0million | \n
| \n Public Warrants | \n\n \u20ac(2.2)\u00a0million | \n
| \n Trade payables and other creditors | \n\n \u20ac(11.8)\u00a0million | \n
| \n Fair value of the accounting Pegasus Entrepreneurs\u2019 net identifiable assets | \n\n \u20ac103.1\u00a0million | \n
Financial assets comprised Pegasus\u2019s escrow account, after the redemption of class A Pegasus Ordinary Shares requested by some Pegasus\u2019 shareholders and included the amount related to Tikehau Capital and Financi\u00e8re Agache subscriptions for \u20ac25\u00a0million each in the context of the FPA (refer to note\u00a03.1.1 II ii on page 221)(33).
Pegasus issued 5,150,000\u00a0Founder Shares to the sponsors and 100,000\u00a0Founder Shares to Non-Executive Directors and Chief Financial Officer. Pegasus issued 5,250,000\u00a0Founder Warrants and 7,000,000\u00a0public Warrants (excluding treasury shares Warrants) to the sponsors and shareholders. In addition, the number of public Warrants includes 1,666,666\u00a0Warrants issued to Tikehau Capital and Financi\u00e8re Agache in the context of Forward Purchase Agreement (833,333\u00a0Warrants for each party). These Founder Shares, Founders Warrants and public Warrants are assumed for by FL Entertainment (refer to note\u00a021 on page 254).
In counterpart, FL Entertainment has issued 16,426,140\u00a0Ordinary Shares for a fair value of \u20ac188.9\u00a0million. This number of shares includes the 5,000,000\u00a0Ordinary Shares subscribed by Tikehau Capital and Financi\u00e8re Agache in the context of the FPA. Because this agreement was concluded with Pegasus since the creation of Pegasus, it has been analyzed as part of the combination (refer to note\u00a018.1 on page 250).
The difference between the fair value of the instruments issued and the net identifiable assets reflect the listing services. In accordance with IFRS\u00a02, this service expense amounting to \u20ac85.7\u00a0million has been recognized in the consolidated income statement (refer to note\u00a09 on page\u00a0233).
Issuance of FL\u00a0Entertainment securities in exchange
of Pegasus securities
Due to the Merger of Pegasus Entrepreneurs into FL\u00a0Entertainment, FL Entertainment issued and delivered Founder Shares, Founder Warrants and public Warrants to the holders of Pegasus Founder Shares, Founder Warrants and public Warrants (one-for-one basis). The characteristics of the FL\u00a0Entertainment securities are similar to Pegasus securities\u2019 characteristics, and are classified as financial liabilities in accordance with IAS\u00a032.
Capital increase in relation with the PIPE Financing
In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the \u201cPIPE Investors\u201d) in a private investment in public equity transaction (the \u201cPIPE Financing\u201d) in the aggregate amount of \u20ac204,230,000. On 5\u00a0July 2022\u00a0(the \u201cSettlement Date\u201d), FL\u00a0Entertainment has issued 20,423,000\u00a0Ordinary Shares and in return for their investment, the PIPE Investors received the total of the 20,423,000\u00a0newly issued Ordinary Shares.
Transaction costs
As of 31\u00a0December 2022, the transaction costs incurred amounted to \u20ac110.1\u00a0million, of which \u20ac4.8\u00a0million related to transactions with non-controlling interests and capital issuance recognized in equity and \u20ac105.3\u00a0million in relation to Group reorganization and Pegasus Merger recognized in P&L. The amount recognized in the P&L includes the \u20ac85.7\u00a0million listing fees accounted under IFRS\u00a02.
3.1.2Content production &\u00a0distribution business
Change in Banijay Group\u2019s shares valuation
Due to rationalization of the shareholder structure in connection with the Group\u2019s reorganization as explained above, the valuation of the Banijay Group\u2019s shares has been reassessed upwards. As a consequence, the Banijay Group\u2019s liabilities in connection with the LTIP and incentive debt and its liabilities in connection with the outstanding put option agreements have been reassessed after the reorganization. This reassessment has resulted in an increase of the aforementioned liabilities by \u20ac114\u00a0million.
3.1.3Online sports betting &\u00a0gaming business
I)Liquidation of Bet-at-home.com Entertainment\u00a0Ltd
On 22\u00a0December 2021, sub-group BEG announced the winding up by the court procedure of bet-at-home.com Entertainment Ltd, a\u00a0Maltese entity operating the casino activity under license MGA (Malta Gaming Authority), consolidated at 53.90% as of December\u00a02021, which took effect in the first semester of 2022. The Group has determined that this activity does not meet the definition of discontinued operations as provided by IFRS\u00a05\u00a0Non-Current Assets Held for Sale and Discontinued Operations.
II)Players Dispute in Bet-at-Home Sub-Group\u2019s Austrian Market
A decision of the Austrian Supreme Court confirming the actual online casino monopoly of the Austrian gaming regulation and its compliance with European law, dated 1\u00a0September 2021, triggered casino players to file legal claims to obtain the reimbursement of their gaming losses incurred with unlicensed operators in Austria. Following this decision, Bet-at-home sub-group has decided to accrue for all cases of players claiming reimbursement of their losses on the casino activity in Austria. As of 31\u00a0December 2021, the provisions thus constituted, which also include legal fees related to these disputes, amounted to \u20ac27.1\u00a0million and were recognized as non-current expenses.
As a result of the loss of control due to the winding up proceedings (winding up by the court) over bet-at-home.com Entertainment Ltd, which has been confirmed by the court on 13\u00a0May 2022, with retroactive effect from the date of the application, the Company had to be deconsolidated from the Bet-at-home sub-group (refer to note\u00a03.1.3 I on page 222), resulting in the disposal of the provision recognized as of 31\u00a0December 2021.
3.1.4Other information
Russia-Ukraine Conflict
The Group is closely monitoring developments in the conflict between Russia and Ukraine since the invasion of Russia in Ukraine in February\u00a02022. FL Entertainment has a limited exposure to the Russian market (net revenue contribution of \u20ac27\u00a0million and current operating profit of \u20ac2\u00a0million for the twelve-month period).
Since the start of the conflict in Ukraine on 24\u00a0February 2022, Banijay sub-group has monitored the impact the situation on its Russian entities Weit Media. On the third quarter of 2022, in line with the European and American sanctions against Russia, Banijay froze the operations with Weit Media (now gathering Mastiff Russia and Weit Media activities). Therefore, from the fourth quarter 2022 Banijay considers it has lost control under IFRS\u00a010 of the subsidiaries. In addition, on 15\u00a0December 2022, a selling contract was signed with on-site managers, but the transaction is still submitted to the agreement of the Russian Government Commission.
The Group also monitors the macro-economic trends that could have repercussions for the Group\u2019s operations.
3.2Significant events that occurred in 2021
3.2.1Holding
On 15\u00a0December 2021, Financi\u00e8re Lov, DeA and Fimalac subscribed to a capital increase of LDH for an amount of \u20ac45.6\u00a0million, \u20ac6.4\u00a0million and \u20ac13.0\u00a0million respectively. 28,710,246\u00a0new shares have been created for a nominal amount of \u20ac14,355,123, issued with a total issue premium of \u20ac50,644,873.95. This share capital increase was intended to reimburse the convertible bonds issued by LDH pursuant to the 2\u00a0July 2020\u00a0agreement. DeA has exchanged part of its convertible bonds for shares in LDH.
3.2.2Content production &\u00a0distribution business
I)Integration plan
As part of Endemol Shine Group\u2019s integration process, the global reorganization plan launched in July\u00a02020\u00a0was still in progress in 2021. The associated restructuring costs impacted a large part of the other non-current operating expenses.
Many examinations were performed through several key areas of the Group (tax, human resources, legal/insurance, intellectual property, finance) in the major territories, in order to strengthen the operational organization in the legal structure.
II)Long-term incentive plan
Following Endemol Shine Group\u2019s (ESG) acquisition, a new long-term incentive plan (LTIP) was implemented in 2021. The plan consisted of a cash-settled share-based payment and had two vesting periods: a first period of 4\u00a0years (2021-2024) and a second period of 8\u00a0years (2021-2028). The objective of this plan was to retain key talents for the Group.
This new LTIP started on January\u00a02021. At the end of the period, the vested portion of the plan was recognized proportionately based on expected 2021\u00a0performance\u00a0of the entities.
Banijay\u2019s phantom shares LTIP implemented in 2017\u00a0were terminated accordingly, after which the beneficiaries still employed in the Group were offered to join the new LTIP. As a consequence, former Banijay\u2019s phantom shares LTIP have not been reassessed since 31\u00a0December 2020, except (a) for certain employees who did not elect to join the new plan, and (b) the remaining acquired phantom shares that have been revalued based on Banijay Group\u2019s shares market value at year end.
III)Foreign exchange impact
Foreign exchange can significantly impact the net income of the sub-group at year end, mainly due to the US Dollars variation against Euros.
In order to prevent any material adverse foreign exchange impact, Banijay has implemented in 2021:
\u2022natural hedging in order to limit net income/loss volatility on intercompany long-term loans; and
\u2022hedging instruments during the first semester of 2021\u00a0as part of the $403\u00a0million senior secured notes raised by Banijay Entertainment and due in 2025. As the latter has Euros as functional currency, the residual risk of foreign exchange not naturally covered is therefore hedged.
3.2.3Online sports betting &\u00a0gaming business
I)Players dispute in Bet-at-Home sub-group\u2019s Austrian market
The description and the impact of this event is described in note 3.1.3 II on page 222.
III)Share-based payments: new agreement
An agreement between a manager, Betclic Everest Group and other shareholders (SBM International and Mangas Lov) was signed on 17\u00a0November 2021. To reflect this agreement in accordance with IFRS\u00a02, Betclic recognized an expense for an amount of \u20ac208.9\u00a0million, bringing the total value of the plan to \u20ac234.6\u00a0million, of which \u20ac126.3\u00a0million was considered as cash settled (cash settlement, of which \u20ac63.3\u00a0million has been paid in 2021) and \u20ac108.4\u00a0million was considered as equity settled (compensation in ordinary shares of Betclic Everest Group), recognized in Group\u2019s equity.
IV)New bank loan
On 13\u00a0December 2021, BEG was granted a \u20ac130\u00a0million loan with a maturity of six months, by a group of three banks (BNP Paribas, Natixis and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale).
3.2.4Other information
Impact of the Covid-19\u00a0Pandemic
As of December\u00a02021, despite the new lockdown during the first quarter of 2021\u00a0in certain countries where the Group operates (Australia, Belgium, Brazil, Denmark, Finland, France, Germany, India, Italy, Mexico, Netherlands, New Zealand, Norway, Poland, Portugal, Russia, Spain, Sweden, UK and USA), the activities of production and online sports betting and gaming were not highly impacted. Furthermore, the operating entities took into consideration the additional COVID costs on the budget of the production segment.
| \n Note 4 | \n\n Segment information | \n
As described in note\u00a01.1\u00a0\u201cPresentation of the business\u201d on page 205, the Group operates two operating segments which reflect the internal organizational and management structure according to the nature of the products and services provided:
\u2022Content production &\u00a0distribution business: incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms. This segment corresponds entirely to the Banijay Group; and
\u2022Online sports betting &\u00a0gaming business: comprises sports betting, poker and casino. This segment corresponds to Betclic Everest Group.
In addition, a third operating segment \u201cHolding\u201d includes the corporate activities.
The following tables present information with respect to the Group\u2019s business segments in accordance with IFRS\u00a08\u00a0for the years ended 31\u00a0December 2022\u00a0and 2021.
Profit &\u00a0loss per segment
| \n (in \u20ac million) | \n\n 2022 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Net revenue | \n\n 3,211.6 | \n\n 835.0 | \n\n - | \n\n 4,046.6 | \n
| \n Adjusted EBITDA | \n\n 472.1 | \n\n 202.8 | \n\n (4.7) | \n\n 670.2 | \n
| \n Operating profit/(loss) | \n\n 202.5 | \n\n 163.3 | \n\n (111.1) | \n\n 254.7 | \n
| \n Cost of net debt | \n\n (129.5) | \n\n (8.6) | \n\n (5.7) | \n\n (143.8) | \n
| \n Consolidated net income | \n\n (64.2) | \n\n 112.2 | \n\n (129.1) | \n\n (81.1) | \n
| \n Attributable to: | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Non-controlling interests | \n\n (37.7) | \n\n 44.6 | \n\n (0.0) | \n\n 6.9 | \n
| \n Shareholders | \n\n (26.6) | \n\n 67.7 | \n\n (129.1) | \n\n (88.0) | \n
| \n (in \u20ac million) | \n\n 2021 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Net revenue | \n\n 2,756.0 | \n\n 741.0 | \n\n - | \n\n 3,497.0 | \n
| \n Adjusted EBITDA | \n\n 432.7 | \n\n 176.6 | \n\n (0.1) | \n\n 609.3 | \n
| \n Operating profit/(loss) | \n\n 213.8 | \n\n (103.2) | \n\n (0.2) | \n\n 110.4 | \n
| \n Cost of net debt | \n\n (124.2) | \n\n (5.9) | \n\n (5.2) | \n\n (135.3) | \n
| \n Consolidated net income | \n\n 71.1 | \n\n (132.1) | \n\n (12.4) | \n\n (73.4) | \n
| \n Attributable to: | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Non-controlling interests | \n\n 42.1 | \n\n (71.3) | \n\n (1.2) | \n\n (30.4) | \n
| \n Shareholders | \n\n 29.0 | \n\n (60.8) | \n\n (11.2) | \n\n (43.0) | \n
4.1Adjusted EBITDA
The Group considers Adjusted EBITDA to be a useful metric for evaluating its operating performance as it facilitates a comparison of its core operating results from period to period by removing the impact of, among other things, its capital structure, asset base and tax consequences. Adjusted EBITDA is a non-IFRS\u00a0measures and, as a result, these measures and ratios may not be comparable to measures used by other companies under the same or similar names.
Adjusted EBITDA is defined as the operating profit for that period excluding restructuring costs and other non-core items, costs associated with the long-term incentive plan within the Group (the \u201cLTIP\u201d) and employment related earn-out and option expenses, and depreciation and amortization (excluding D&A fiction).
Those adjustments items include:
\u2022restructuring costs and other non-core items: due to their unusual nature or particular significance, these items are excluded. In general, these items relate to transaction that are significant, infrequent or unusual. However, in certain instances, transactions, such as restructuring costs or asset disposals, which are not representative of the normal course of business (referred as \u201cnon-core items\u201d), may be adjusted although they may have occurred within prior years or are likely to occur again within the coming years. The detail of these costs is provided in note\u00a09 on page 233;
\u2022LTIP and other long-term incentive plans: reference is made to employee benefits Long-Term Incentive Plans and employee benefits obligations resulting from a business acquisition arrangement. The detail of these costs is provided in notes\u00a07.2\u00a0and 7.3 on pages 231 and 232;
\u2022depreciation and amortization: depreciation and amortization of software and intangible assets, PPE own property, right-of-use and intangible assets acquired in business combinations. D&A fiction are costs related to the amortization of fiction production, which the Group considers to be operating costs. As a result of the D&A fiction, the depreciation and amortization line item in the consolidated financial statement of income deviates from the depreciation and amortization costs in this line item.
The table below presents the reconciliation of operating profit before exceptional items and amortization of acquisition-related intangibles to Adjusted EBITDA for 2022\u00a0and 2021:
| \n (in \u20ac million) | \n\n 2022 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Operating profit/(loss): | \n\n 202.5 | \n\n 163.3 | \n\n (111.1) | \n\n 254.7 | \n
| \n Restructuring costs and other non-core items | \n\n 29.7 | \n\n (8.7) | \n\n 106.4 | \n\n 127.4 | \n
| \n LTIP and employment-related earn-out and option expenses | \n\n 110.8 | \n\n 36.7 | \n\n - | \n\n 147.5 | \n
| \n Depreciation and amortization (excluding D&A fiction(1)) | \n\n 129.2 | \n\n 11.4 | \n\n - | \n\n 140.6 | \n
| \n Adjusted EBITDA | \n\n 472.1 | \n\n 202.8 | \n\n (4.7) | \n\n 670.2 | \n
| \n (1)\u20ac8.0\u00a0million of amortization of fiction production recognized in 2022. | \n
| \n (in \u20ac million) | \n\n 2021 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Operating profit/(loss): | \n\n 213.8 | \n\n (103.2) | \n\n (0.2) | \n\n 110.4 | \n
| \n Restructuring costs and other non-core items | \n\n 27.2 | \n\n 22.5 | \n\n 0.1 | \n\n 49.8 | \n
| \n LTIP and employment-related earn-out and option expenses | \n\n 62.6 | \n\n 245.4 | \n\n - | \n\n 308.0 | \n
| \n Depreciation and amortization (excluding D&A fiction(1)) | \n\n 129.2 | \n\n 11.9 | \n\n 0.0 | \n\n 141.1 | \n
| \n Adjusted EBITDA | \n\n 432.7 | \n\n 176.6 | \n\n (0.1) | \n\n 609.3 | \n
| \n (1)No amortization of fiction production recognized in 2021. | \n
4.2Balance sheet per segment
| \n (in \u20ac million) | \n\n 2022 | \n||||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Intercompany elimination | \n\n Total Group | \n|
| \n Non-current assets | \n\n 2,920.3 | \n\n 328.3 | \n\n 0.0 | \n\n - | \n\n 3,248.6 | \n
| \n Current assets | \n\n 1,906.9 | \n\n 105.1 | \n\n 56.0 | \n\n (74.0) | \n\n 1,994.1 | \n
| \n Total assets | \n\n 4,827.2 | \n\n 433.4 | \n\n 56.0 | \n\n (74.0) | \n\n 5,242.6 | \n
| \n Non-current liabilities | \n\n 2,744.2 | \n\n 153.7 | \n\n 130.5 | \n\n - | \n\n 3,028.4 | \n
| \n Current liabilities | \n\n 1,841.8 | \n\n 280.8 | \n\n 147.6 | \n\n (74.0) | \n\n 2,196.2 | \n
| \n Total liabilities (excluding equity) | \n\n 4,586.0 | \n\n 434.6 | \n\n 278.1 | \n\n (74.0) | \n\n 5,224.6 | \n
| \n (in \u20ac million) | \n\n 2021 | \n||||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Intercompany elimination | \n\n Total Group | \n|
| \n Non-current assets | \n\n 2,792.4 | \n\n 314.5 | \n\n 21.4 | \n\n - | \n\n 3,128.3 | \n
| \n Current assets | \n\n 1,715.3 | \n\n 136.3 | \n\n 62.1 | \n\n - | \n\n 1,913.7 | \n
| \n Total assets | \n\n 4,507.7 | \n\n 450.8 | \n\n 83.5 | \n\n - | \n\n 5,042.0 | \n
| \n Non-current liabilities | \n\n 2,598.2 | \n\n 157.0 | \n\n 162.6 | \n\n - | \n\n 2,917.9 | \n
| \n Current liabilities | \n\n 1,685.1 | \n\n 411.0 | \n\n 34.2 | \n\n - | \n\n 2,130.3 | \n
| \n Total liabilities (excluding equity) | \n\n 4,283.4 | \n\n 568.0 | \n\n 196.8 | \n\n - | \n\n 5,048.2 | \n
4.2.1Content production &\u00a0distribution business
Non-current assets are mainly constituted by goodwill resulting from BGH\u2019s acquisitions, intangible assets, right-of use assets, financial interests in non-consolidated companies and the non-current portion of the derivative financial assets.
Current assets are constituted by trade receivables, cash and cash equivalents, tax receivables, intercompany receivable with other segments and work in progress which correspond to costs incurred in the production of non-scripted programs (or scripted programs for which the Group does not expect subsequent Intellectual Property revenue) that have not been delivered at reporting date, as the Group recognizes its production revenue upon delivery of the materials to the customer.
Non-current liabilities include primarily long-term borrowings and other financial debt, long-term lease liabilities and other non-current liabilities.
Current liabilities are constituted by short-term borrowings, trade payables, employee-related payables, tax liabilities, short term liabilities on non-controlling interests, employments-related earn out and option obligations and deferred income that relates to undelivered programs that are work-in progress (or intangible assets-in-progress) and that have already been invoiced. Those deferred incomes correspond to the contract liabilities (in accordance with IFRS\u00a015).
4.2.2Online sports betting &\u00a0gaming business
Non-current assets are mainly composed of goodwill generated from acquisitions, intangible assets (mainly IT software and online gaming platform) and non-current restricted cash and cash equivalents.
Current assets primarily comprise cash and cash equivalents and trade receivables from providers (refer to note\u00a017.2 on page 247).
Non-current liabilities are composed by long-term borrowings and employee-related long-term incentives.
Current liabilities are primarily constituted by short-term borrowings, intercompany debt with other segments, gaming taxes and liabilities related to the Betclic Everest Group's incentive plans (LTIP). In 2021, current liabilities also included provisions for legal contingencies.
4.2.3Holding
Current assets are mainly constituted by intercompany loans with other segments and by tax receivables (excluding income tax), prepaid expenses and cash and cash equivalents in 2022. In 2021, current assets mainly comprised shareholders\u2019 current accounts, while non-current assets included derivative attached to the convertible bonds.
Non-current liabilities are formed by other securities issued in the context of the Business Combination described in note 3.1.1 II) on page 220.
Current liabilities correspond mainly to supplier payables, short-term borrowings, bank overdrafts and vendor loans issued in the context of the Business Combination described in note 3.1.1 II) on page 220.
Net debt per Segment
| \n (in \u20ac million) | \n\n 2022 | \n||||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Inter-company elimination | \n\n Total Group | \n|
| \n Bonds | \n\n 1,330.8 | \n\n - | \n\n - | \n\n - | \n\n 1,330.8 | \n
| \n Bank borrowings and other(1) | \n\n 1,035.1 | \n\n 179.0 | \n\n 0.0 | \n\n (74.0) | \n\n 1,140.1 | \n
| \n Bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Accrued interests on bonds and bank borrowings | \n\n 29.5 | \n\n 0.1 | \n\n - | \n\n - | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n 138.4 | \n\n - | \n\n 138.4 | \n
| \n Total bank indebtedness and other | \n\n 2,395.4 | \n\n 179.1 | \n\n 138.4 | \n\n (74.0) | \n\n 2,638.9 | \n
| \n Cash and cash equivalents and other(1) | \n\n (430.2) | \n\n (72.1) | \n\n (51.2) | \n\n 74.0 | \n\n (479.4) | \n
| \n Trade receivables on providers | \n\n \u00a0 | \n\n (13.1) | \n\n \u00a0 | \n\n \u00a0 | \n\n (13.1) | \n
| \n Players\u2019 liabilities | \n\n \u00a0 | \n\n 50.6 | \n\n \u00a0 | \n\n \u00a0 | \n\n 50.6 | \n
| \n Cash in trusts and restricted cash | \n\n \u00a0 | \n\n (31.2) | \n\n (0.5) | \n\n \u00a0 | \n\n (31.6) | \n
| \n Net cash and cash equivalents and other | \n\n (430.2) | \n\n (65.8) | \n\n (51.7) | \n\n 74.0 | \n\n (473.6) | \n
| \n Net debt before derivatives effects | \n\n 1,965.3 | \n\n 113.3 | \n\n 86.7 | \n\n - | \n\n 2,165.3 | \n
| \n Derivatives \u2013\u00a0liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Derivatives \u2013\u00a0assets | \n\n (69.1) | \n\n (5.4) | \n\n - | \n\n - | \n\n (74.5) | \n
| \n Net debt | \n\n 1,896.2 | \n\n 107.9 | \n\n 86.7 | \n\n - | \n\n 2,090.8 | \n
| \n (1)Including intercompany loan and excluding current account. | \n
| \n (in \u20ac million) | \n\n 2021 | \n||||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Inter-company elimination | \n\n Total Group | \n|
| \n Bonds(1) | \n\n 1,298.8 | \n\n - | \n\n 162.6 | \n\n - | \n\n 1,461.5 | \n
| \n Bank borrowings(1) | \n\n 964.7 | \n\n 267.8 | \n\n - | \n\n - | \n\n 1,232.5 | \n
| \n Bank overdrafts | \n\n 1.7 | \n\n - | \n\n 0.0 | \n\n - | \n\n 1.7 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n 28.0 | \n\n 0.3 | \n\n 4.5 | \n\n - | \n\n 32.7 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total bank indebtedness | \n\n 2,293.2 | \n\n 268.0 | \n\n 167.1 | \n\n - | \n\n 2,728.4 | \n
| \n Cash and cash equivalents | \n\n (344.7) | \n\n (87.9) | \n\n (1.5) | \n\n - | \n\n (434.1) | \n
| \n Trade receivables on providers | \n\n \n | \n\n (24.8) | \n\n \u00a0 | \n\n - | \n\n (24.8) | \n
| \n Players\u2019 liabilities | \n\n \n | \n\n 41.7 | \n\n \u00a0 | \n\n - | \n\n 41.7 | \n
| \n Cash in trusts and restricted cash | \n\n \n | \n\n (22.4) | \n\n \u00a0 | \n\n - | \n\n (22.4) | \n
| \n Net cash and cash equivalents | \n\n (344.7) | \n\n (93.3) | \n\n (1.5) | \n\n - | \n\n (439.5) | \n
| \n Net debt before derivatives effects | \n\n 1,948.5 | \n\n 174.7 | \n\n 165.6 | \n\n - | \n\n 2,288.8 | \n
| \n Derivatives \u2013 liabilities | \n\n 6.1 | \n\n - | \n\n - | \n\n \n | \n\n 6.1 | \n
| \n Derivatives \u2013 assets | \n\n (4.4) | \n\n (0.4) | \n\n (21.4) | \n\n \n | \n\n (26.2) | \n
| \n Net debt | \n\n 1,950.2 | \n\n 174.3 | \n\n 144.2 | \n\n - | \n\n 2,268.8 | \n
| \n (1)Term loans were reclassified as of 31/12/2021\u00a0from bonds to bank borrowings due to their nature for a total amount of \u20ac380.3\u00a0million. | \n
4.2.4Statement of cash flows and free cash flows
| \n (in \u20ac million) | \n\n 2022 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Net cash flow from operating activities | \n\n 378.8 | \n\n 107.4 | \n\n (27.7) | \n\n 458.6 | \n
| \n Cash flow (used in)/from investing activities | \n\n (147.4) | \n\n (16.3) | \n\n 162.6 | \n\n (1.1) | \n
| \n Cash flow (used in)/from financing activities | \n\n (196.7) | \n\n (106.9) | \n\n (125.9) | \n\n (429.6) | \n
| \n Impact of foreign exchanges rates | \n\n 19.1 | \n\n - | \n\n - | \n\n 19.1 | \n
| \n Net increase/(decrease) in cash and cash equivalents | \n\n 53.7 | \n\n (15.8) | \n\n 9.0 | \n\n 47.0 | \n
| \n Cash and cash equivalents as of 1\u00a0January | \n\n 343.1 | \n\n 87.9 | \n\n 1.5 | \n\n 432.4 | \n
| \n Cash and cash equivalents as of 31\u00a0December | \n\n 396.8 | \n\n 72.1 | \n\n 10.5 | \n\n 479.4 | \n
| \n (in \u20ac million) | \n\n 2022 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Adjusted EBITDA | \n\n 472.1 | \n\n 202.8 | \n\n (4.7) | \n\n 670.2 | \n
| \n Purchase of property, plant and equipment and of intangible assets | \n\n (60.3) | \n\n (7.9) | \n\n (0.0) | \n\n (68.1) | \n
| \n Total cash outflows for leases that are not recognized as rental expenses | \n\n (44.1) | \n\n (3.3) | \n\n - | \n\n (47.3) | \n
| \n Adjusted Free Cash Flow | \n\n 367.8 | \n\n 191.7 | \n\n (4.7) | \n\n 554.7 | \n
| \n (in \u20ac million) | \n\n 2021 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Net cash flow from operating activities | \n\n 323.6 | \n\n 81.4 | \n\n (1.6) | \n\n 403.5 | \n
| \n Cash flow (used in)/from investing activities | \n\n (89.3) | \n\n (7.8) | \n\n - | \n\n (97.1) | \n
| \n Cash flow (used in)/from financing activities | \n\n (158.7) | \n\n (101.0) | \n\n 1.7 | \n\n (258.0) | \n
| \n Impact of foreign exchanges rates | \n\n (4.4) | \n\n - | \n\n - | \n\n (4.4) | \n
| \n Net increase/(decrease) in cash and cash equivalents | \n\n 71.2 | \n\n (27.4) | \n\n 0.1 | \n\n 43.9 | \n
| \n Cash and cash equivalents as of 1\u00a0January | \n\n 271.9 | \n\n 115.2 | \n\n 1.4 | \n\n 388.5 | \n
| \n Cash and cash equivalents as of 31\u00a0December | \n\n 343.1 | \n\n 87.9 | \n\n 1.5 | \n\n 432.4 | \n
| \n (in \u20ac million) | \n\n 2021 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Adjusted EBITDA | \n\n 432.7 | \n\n 176.6 | \n\n (0.1) | \n\n 609.3 | \n
| \n Purchase of property, plant and equipment and of intangible assets | \n\n (56.0) | \n\n (10.5) | \n\n - | \n\n (66.5) | \n
| \n Total cash outflows for leases that are not recognized as rental expenses | \n\n (41.5) | \n\n (3.7) | \n\n - | \n\n (45.2) | \n
| \n Adjusted Free Cash Flow | \n\n 335.2 | \n\n 162.4 | \n\n (0.1) | \n\n 497.6 | \n
| \n Note 5 | \n\n Revenue | \n
Revenue for the years ended 31\u00a0December 2022\u00a0and 2021\u00a0by activity and sub-activity are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Content production &\u00a0distribution(1) | \n\n 3,211.6 | \n\n 2,756.0 | \n
| \n Production | \n\n 2,664.6 | \n\n 2,263.2 | \n
| \n Distribution | \n\n 387.7 | \n\n 331.8 | \n
| \n Others | \n\n 159.3 | \n\n 161.0 | \n
| \n Online sports betting &\u00a0gaming | \n\n 835.0 | \n\n 741.0 | \n
| \n Sportsbook | \n\n 670.1 | \n\n 588.6 | \n
| \n Casino | \n\n 104.8 | \n\n 102.0 | \n
| \n Poker | \n\n 49.9 | \n\n 44.1 | \n
| \n Turf | \n\n 10.3 | \n\n 6.4 | \n
| \n Total revenue | \n\n 4,046.6 | \n\n 3,497.0 | \n
| \n (1)The split of the revenue for Content production &\u00a0distribution business has been redefined. Comparative figures have been restated accordingly to ensure comparability. | \n
Total revenue of the Content production &\u00a0distribution business corresponds essentially to the production and sale of audiovisual programs, and the distribution of audiovisual rights and/or catalogues.
The increase between periods is driven by the production stream with notably an increasing dynamic production cycle mainly in the US/Latam and UK with returning seasons of big brand programs and the development of new shows and by the distribution stream with more revenues generated with OTT players and new scripted shows generating more finished tapes sales.
The remaining part of Group\u2019s revenue is attributed to the Online sports betting &\u00a0gaming business, which includes sportsbooks, gambling in casinos, poker and turf.
The increase in revenue is mainly explained by the development of players database in all main geographies, France, Portugal and Poland as well as a good performance in Sportbook during the FIFA World Cup. This increase is partially offset by some jurisdictions exit in Bet-at-home sub-group perimeter following the liquidation of bet-at-home.com Entertainment Ltd; these closures affecting mainly casino activity but also sportsbook to a lesser extent.
The following table details the Gross Gaming Revenue and bonuses amount for 2022 and 2021:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Gross revenue | \n\n 926.0 | \n\n 834.4 | \n
| \n Bonus | \n\n (91.1) | \n\n (93.4) | \n
| \n revenue | \n\n 835.0 | \n\n 741.0 | \n
Information by geographical area based on the location of the customer is as follows:
| \n (in \u20ac million) Revenue by geographical area | \n\n 2022 | \n||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Total Group | \n|
| \n Europe | \n\n 2,155.3 | \n\n 822.5 | \n\n 2,977.8 | \n
| \n United States of America | \n\n 668.0 | \n\n - | \n\n 668.2 | \n
| \n Rest of the world | \n\n 388.4 | \n\n 12.50 | \n\n 400.8 | \n
| \n Total revenue | \n\n 3,211.6 | \n\n 835.0 | \n\n 4,046.6 | \n
| \n\n | \n
| \n (in \u20ac million) Revenue by geographical area | \n\n 2021 | \n||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Total Group | \n|
| \n Europe | \n\n 1,940.1 | \n\n 737.6 | \n\n 2,677.7 | \n
| \n United States of America | \n\n 450.2 | \n\n - | \n\n 450.2 | \n
| \n Rest of the world | \n\n 365.6 | \n\n 3.5 | \n\n 369.1 | \n
| \n Total revenue | \n\n 2,756.0 | \n\n 741.0 | \n\n 3,497.0 | \n
| \n Note 6 | \n\n External expenses | \n
External expenses mainly comprised external costs incurred for content production (including related marketing costs and rental expenses) of \u20ac1,420.2\u00a0million in\u00a02022 (\u20ac1,206.0\u00a0million in 2021), gaming tax for the amount of \u20ac386.1\u00a0million in 2022 (\u20ac345.1\u00a0million in 2021), other marketing costs of \u20ac83.9\u00a0million in 2022 (\u20ac84.0\u00a0million in 2021), IT costs of \u20ac43.9\u00a0million in 2022 (\u20ac40.4\u00a0million in 2021) and consulting, audit and other fees of \u20ac41.8\u00a0million in 2022 (\u20ac36.9\u00a0million in 2021).
In 2022, government grants deducted from production costs amounted to \u20ac95.4\u00a0million (\u20ac90.0\u00a0million in 2021). Those grants are related to the financing of given programs, mostly scripted productions, and had the nature of tax credit or subsidies granted by regional or trade organizations. There are no unfulfilled conditions or contingencies attached to these grants.
| \n Note 7 | \n\n Staff costs | \n
7.1Payroll
Payroll costs are broken down as follows in 2022\u00a0and 2021:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Employee remuneration and social security costs | \n\n (1,283.8) | \n\n (1,093.5) | \n
| \n Post-employment benefit \u2013\u00a0Defined benefit obligation | \n\n (0.9) | \n\n (0.3) | \n
| \n Employee benefits LTIP | \n\n (127.3) | \n\n (294.2) | \n
| \n Employment-related earn-out and option expenses | \n\n (20.2) | \n\n (13.8) | \n
| \n Other employee benefits | \n\n (2.4) | \n\n (1.6) | \n
| \n STAFF COSTS | \n\n (1,434.7) | \n\n (1,403.4) | \n
The increase in personnel expenses between periods is mainly explained by an increase of staff costs and long-term incentive plans (LTIP) charges in the Content production & distribution business following the remeasurement of BGH shares and renegotiation of certain plans, balanced by a reduction of long-term incentive plans (LTIP) charges in the Online sports betting & gaming segment due to a reassessment of certain plans occurred in December 2021.
7.2Employee benefits long-term incentive plans
Certain employees of the Group benefit from several long-term incentive plans (LTIP) whose goal is to share the created value by the Group or one of its subsidiaries. Some of them are settled in shares but are supplemented by a liquidity agreement granted by the relevant intermediate business unit holding, while the remaining are settled in cash. In accordance with IFRS\u00a02, all plans are classified as cash-settled share-based payment transactions.
7.2.1Description of the on-going plans
At Banijay\u2019s level, the Group issues to key management free share plans (AGA) and share purchase Warrants (BSA).
In addition, Banijay issues phantom shares plans to certain Directors and employees that require the sub-group to pay the intrinsic value of the phantom shares to the employee at the date of exercise. A summary of the plans\u2019 characteristics is presented below:
| \n Plan | \n\n Conditions | \n\n End of vesting period | \n
| \n Free Share plans (AGA) | \n\n Presence and performance | \n\n 2023, 2024, 2025, 2026, 2027, 2029 | \n
| \n Share purchase Warrants (BSA) | \n\n Presence and performance | \n\n 2025 | \n
| \n Phantom shares | \n\n Presence and performance | \n\n 2023, 2024 and 2028 | \n
| \n Other | \n\n Presence and performance | \n\n 2024, 2025, 2034 | \n
At BEG\u2019s level, there are LTI plans and equity instruments that were assimilated to compensation received for goods and services rendered (cash-settled plans) issued to certain managers and employees. The plans regarding each type are summarized below:
| \n Plan | \n\n Attribution date | \n\n Conditions | \n\n End of vesting period | \n
| \n LTIP A | \n\n 2018\u00a0and 2019 | \n\n Presence and Performance | \n\n 2023 | \n
| \n LTIP B | \n\n 2018\u00a0and 2019 | \n\n Presence and Performance | \n\n 2021 | \n
| \n LTIP C | \n\n 2020\u00a0and 2021 | \n\n Presence and Performance | \n\n 2023 | \n
| \n Preferred shares(1) | \n\n \n | \n\n \n | \n\n \n | \n
| \n \u2022Prior to 2021 | \n\n 2018 | \n\n Presence and Performance | \n\n 2018, 2019\u00a0and 2022 | \n
| \n \u2022In 2021 | \n\n 2018, renegotiated in 2021 | \n\n Performance | \n\n 2022, 2021 | \n
| \n (1)Initially, the preferred shares granted were supplemented with a liquidity agreement. Thus, the plan qualified as a cash-settled plan. Since 2021, based on the agreement signed on November 2021 (refer to note 3.2.3 III on page 223), the vesting period was revised, and a portion of the plan has been requalified as an equity-settled plan. At that date, the plan amounted to \u20ac234.6 million, of which \u20ac126.3 million was considered as cash settled (cash settlement, of which \u20ac63.3 million has been paid in 2021 and \u20ac63 million has been paid in 2022) and \u20ac108.4 million was considered as equity settled, recognized in Group\u2019s equity. The expense recognized in the P&L regarding the remeasurement of the plan amounted to \u20ac208.9\u00a0million. | \n
The Group measured the liability at fair value at the closing date using the same calculation methodology as at the previous closing and based on:
\u2022updated budget forecasts based on the budget and the business plan adopted as part of the impairment tests;
\u2022assumptions such as the discount rate (9.85% for BEG and 9.51% for Banijay in 2022) and the discounts in connection with the contractual clauses of good and bad leaver updated compared to the previous closing.
7.2.2Measurement of the plans
The Group has recorded liabilities of \u20ac227.9\u00a0million as of 31\u00a0December 2022\u00a0(\u20ac205.6\u00a0million as of 31\u00a0December 2021). The Group recorded total expenses of \u20ac127.3\u00a0million for the period ended 31\u00a0December 2022, compared to \u20ac294.2\u00a0million for the period ended 31\u00a0December 2021. The variation mainly is explained:
\u2022by a reduction of the expenses for an amount of \u2011\u20ac208.8\u00a0million for Betclic due to the effect of the preferred shares plan for which the revised vesting period in accordance with the agreement signed on November 2021 (refer to note 3.2.3 III on page 223) ended in December 2021, partially offset ; and
\u2022by an increase in the expenses related to Banijay\u2019s plans for an amount of \u20ac41.9\u00a0million due to the reassessment of the Banijay Group\u2019s shares (refer to note\u00a03.1.2 on page 222) compared to \u20ac48.8\u00a0million last year.
The cash outflows in regards with LTIP amounted to \u2011\u20ac107.0\u00a0million for the period ended 31\u00a0December 2022, compared to -\u20ac99.6\u00a0million for the period ended 31\u00a0December 2021.
7.3Employee benefits obligation resulting from a business acquisition arrangement
The balances of the employee benefits resulting from a business acquisition arrangement are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Current assets | \n\n (3.0) | \n\n (5.8) | \n
| \n Non-current assets | \n\n (0.8) | \n\n (2.0) | \n
| \n Current liabilities | \n\n 10.3 | \n\n 6.4 | \n
| \n Non-current liabilities | \n\n 31.1 | \n\n 19.0 | \n
| \n Employment-related earn-out and option obligation (net) | \n\n 38.4 | \n\n 17.6 | \n
The movements in the employment-related earn-out and option obligation (net) over the years are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Balance as of 1\u00a0January | \n\n 17.6 | \n\n 13.8 | \n
| \n Service costs | \n\n 20.2 | \n\n 13.8 | \n
| \n Interest expense | \n\n 2.4 | \n\n 1.8 | \n
| \n Benefits paid | \n\n (3.3) | \n\n (10.8) | \n
| \n Change in scope | \n\n 2.2 | \n\n (1.6) | \n
| \n Translation adjustments and other movements | \n\n (0.6) | \n\n 0.6 | \n
| \n Balance as of 31\u00a0December | \n\n 38.4 | \n\n 17.6 | \n
Benefits are based on contractual formulas and computed based on business plans as validated by the business units.
| \n Note 8 | \n\n Depreciation and amortization | \n
Depreciation and amortization expenses by category of assets are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Software and other intangible assets(1) | \n\n (63.5) | \n\n (51.6) | \n
| \n Property, plant and equipment, own property | \n\n (24.7) | \n\n (28.1) | \n
| \n Property, plant and equipment, right-of-use | \n\n (41.9) | \n\n (41.7) | \n
| \n Others | \n\n (1.4) | \n\n (0.6) | \n
| \n Depreciation and amortization | \n\n (131.5) | \n\n (121.9) | \n
| \n Amortization of intangible assets acquired in business combinations | \n\n (18.7) | \n\n (19.8) | \n
| \n Depreciation and amortization expenses | \n\n (150.1) | \n\n (141.7) | \n
| \n (1)Of which \u20ac8.0 million of amortization of fiction production recognized in 2022 (nil in 2021). | \n
| \n Note 9 | \n\n Other operating income and expenses | \n
Other operational income and expenses for the years-ended in 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Restructuring charges and other non-core items | \n\n (127.4) | \n\n (49.8) | \n
| \n Tax and duties | \n\n (2.6) | \n\n (2.0) | \n
| \n President and management fees | \n\n (16.9) | \n\n (14.1) | \n
| \n Other operational expenses | \n\n (10.7) | \n\n (1.5) | \n
| \n Other operational income | \n\n 1.2 | \n\n 0.0 | \n
| \n Other operating income and expenses | \n\n (156.5) | \n\n (67.5) | \n
| \n Of which other operating income | \n\n 19.6 | \n\n 5.4 | \n
| \n Of which other operating expenses | \n\n (176.1) | \n\n (72.8) | \n
Other operating expenses included restructuring charges and non-core items are detailed as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Restructuring costs and reorganization | \n\n (11.8) | \n\n (23.6) | \n
| \n FL\u00a0Entertainment\u2019s reorganization operation and listing fees | \n\n (106.1) | \n\n - | \n
| \n Scope variation effect (badwill/capital gain or loss/acquisition costs) | \n\n 1.5 | \n\n 10.3 | \n
| \n Cancellation of shows due to extraordinary events | \n\n - | \n\n (4.1) | \n
| \n Significant litigations | \n\n (8.4) | \n\n (32.4) | \n
| \n Public donation | \n\n (2.5) | \n\n - | \n
| \n Restructuring charges and other non-core items | \n\n (127.4) | \n\n (49.8) | \n
Restructuring costs and reorganization caption comprises expenses with personnel, relocation and taxes held within the context of BGH and BEG\u2019s reorganization transactions occurred during the period in the different subsidiaries. In 2021, BGH\u2019s incurred significant costs following Endemol\u2019s acquisition, which explains the reduction over to the period ended 31\u00a0December 2022.
FL\u00a0Entertainment\u2019s reorganization operation and listing fees as of December\u00a02022\u00a0corresponds \u20ac106.1\u00a0million costs related to the financial and operational/structural transactions occurred during the period within the context of FL\u00a0Entertainment\u2019s reorganization process initiated in 2022. It includes \u20ac85.7\u00a0million of IFRS\u00a02\u00a0listing fees (refer to note\u00a03.1.1 II iii) on page 221) and the rest is mainly advisory and legal fees.
Scope variation effect caption includes the liquidation of BaH Entertainment Ltd during the first semester of 2022 and the loss of control of Shauna Events and the former BGH Russian entity Weit Media (now gathering Mastiff Russia and Weit Media activities) (refer to note\u00a03.1.4 on page 222). In 2021, this caption is impacted by two agreements reached by Betclic Everest Group for a total amount of \u20ac5\u00a0million with LeoVegas Group concerning i) the sale of 100% of Expekt Nordics; and ii) the sale of intangible assets in connection with the operations of Betclic under Expekt\u2019s brand. The transaction had a positive after-tax impact of \u20ac4.1\u00a0million on the consolidated income.
The costs of cancellation of shows in 2021\u00a0mainly relate to cancellation due to the COVID pandemic.
Significant litigations as of 31\u00a0December\u00a02022\u00a0are constituted by provisions and legal fees for litigation held notably in Turkey (\u20ac3.1\u00a0million) and India (\u20ac1.7\u00a0million) by BGH and the remaining provision related to the Bet-at-home sub-group litigation process in Austria (refer to notes\u00a03.1.3 I and 3.1.3 II on page 222), which was reversed in 2022 after the deconsolidation of bet-at-home.com Entertainment Ltd from the Bet-at-home sub-group. In 2021, the caption mainly comprised the provisions and legal fees recognized by the Bet-at-home sub-group for customer disputes on the Austrian market for \u20ac27.1 million (refer to note 3.1.3 II on page 222).
| \n Note 10 | \n\n Financial result | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Interests costs on bank borrowings, bonds and vendor loans | \n\n (145.8) | \n\n (136.1) | \n
| \n Cost of gross financial debt | \n\n (145.8) | \n\n (136.1) | \n
| \n Interests income on cash and cash equivalents | \n\n 2.0 | \n\n 0.8 | \n
| \n Gains on assets contributing to net financial debt | \n\n 2.0 | \n\n 0.8 | \n
| \n Cost of net debt | \n\n (143.8) | \n\n (135.3) | \n
| \n Interests costs on current accounts liabilities | \n\n (0.2) | \n\n (0.8) | \n
| \n Interests income on current accounts receivables | \n\n 1.1 | \n\n 2.2 | \n
| \n Interests on lease liabilities | \n\n (4.5) | \n\n (4.8) | \n
| \n Change in fair value of financial instruments | \n\n (105.4) | \n\n 7.4 | \n
| \n Currency gains/(losses) | \n\n 2.1 | \n\n 2.6 | \n
| \n Other financial gains/(losses) | \n\n (6.1) | \n\n (4.6) | \n
| \n Net financial income/(expense) | \n\n (256.7) | \n\n (133.4) | \n
The significant increase in the net financial expense between periods is mostly linked to the change in fair value of financial instruments comprising the change in fair value of the put options in the minority interests in BGH following the revalorization of BGH\u2019s shares\u2019 value (refer to note 3.1.2 on page 222) as well as the reset of the derivative attached to the reimbursed Vivendi convertible bond for \u20ac21.4 million and the change in fair value of the securities for an amount of \u20ac6.6\u00a0million(refer to note\u00a021 on page 254).
| \n Note 11 | \n\n Income tax | \n
11.1Income tax expense
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Current income tax | \n\n (84.4) | \n\n (57.7) | \n
| \n Deferred income tax | \n\n 7.5 | \n\n 8.5 | \n
| \n Total tax expense | \n\n (76.9) | \n\n (49.2) | \n
In addition to the amount charged to profit or loss, the following amounts relating to tax have been recognized in other comprehensive income:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Deferred Tax | \n\n (9.1) | \n\n (4.0) | \n
| \n Deferred tax on fair value adjustment on cash flow hedge | \n\n (9.1) | \n\n (4.0) | \n
| \n Items to be subsequently reclassified to profit or loss | \n\n (9.1) | \n\n (4.0) | \n
11.2Group\u2019s tax reconciliation
The Group\u2019s profit is generated in several countries. The tax rate is subject to changes in actual local tax rates and depends on the relative contributions of the different countries in the Group\u2019s profit.
The current tax rates for French companies in the Group is 25.83% in fiscal year 2022\u00a0and 28.41% in 2021\u00a0in connection with the 2018\u00a0Finance Act which applied a gradual reduction in the tax rate for French companies.
The following table shows a reconciliation of the theoretical tax expense calculated at the French applicable rate, the Parent Company being a tax resident in France, and the recognized income tax expense:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Consolidated net income/(loss) | \n\n (81.1) | \n\n (73.4) | \n
| \n Income from associates and joint venture | \n\n (2.2) | \n\n (1.2) | \n
| \n Net income of consolidated companies | \n\n (78.9) | \n\n (72.2) | \n
| \n Income tax | \n\n (76.9) | \n\n (49.2) | \n
| \n Net income of consolidated companies before tax | \n\n (2.0) | \n\n (23.0) | \n
| \n Applicable corporate tax rate | \n\n 25.83% | \n\n 28.41% | \n
| \n Theoretical tax charges | \n\n 0.5 | \n\n 6.5 | \n
| \n Impact from tax rate differentials | \n\n (2.0) | \n\n 15.6 | \n
| \n Change in unrecognized deferred tax assets(1) | \n\n (13.0) | \n\n 13.0 | \n
| \n Savings/charge on permanent tax differences(2) | \n\n (51.1) | \n\n (76.7) | \n
| \n Tax without basis(3) | \n\n (11.6) | \n\n (10.3) | \n
| \n Other | \n\n 0.2 | \n\n 2.6 | \n
| \n Group tax expense | \n\n (76.9) | \n\n (49.2) | \n
| \n (1)The negative impact on unrecognized deferred tax assets in 2022 is mainly due to derecognition of deferred tax in France and Italy following unfavorable tax planning over the next 4 years in the Content production & distribution business, and the non-recognition of deferred tax assets in FLE. The income tax income recognized in 2021 is mainly due to the reassessment of prior unrecognized deferred tax assets on tax losses carried forward from prior periods in the Content production & distribution business, resulting from better prospects in certain countries (mainly in the UK, Australia and Netherlands). (2)In 2022, permanent tax differences are mainly linked to IFRS expenses related to LTIP and listing expenses that are mostly not tax deductible. In\u00a02021, permanent tax differences are mainly linked to the IFRS 2 expense recognized in relation with the new agreement signed with a manager in the Online sports betting & gaming business (refer to note 3.2.3 III on page 323). (3)These amounts mainly reflect the CVAE in France, IRAP in Italy, and state-tax in the US as well as withholding taxes. | \n
The reconciling items reflect the effect of tax rate differentials and changes as well as the tax effects of non-taxable income or non-deductible expenses arising from permanent differences between local tax bases and the financial statements presented under IFRS.
11.3Deferred taxes
11.3.1Change in deferred taxes
| \n (in \u20ac million) | \n\n Total deferred tax assets | \n\n Total deferred tax liabilities | \n
| \n Balance as of 1\u00a0January 2021 | \n\n 51.3 | \n\n (7.1) | \n
| \n Deferred tax recognized in profit or loss | \n\n 2.9 | \n\n 2.1 | \n
| \n Deferred tax recognized in invested equity | \n\n (4.2) | \n\n 0.1 | \n
| \n Deferred tax recognized in business combinations | \n\n (1.5) | \n\n (0.5) | \n
| \n Translation differences | \n\n 2.1 | \n\n (0.2) | \n
| \n Reclassification | \n\n (3.0) | \n\n 2.4 | \n
| \n Other movements | \n\n - | \n\n 0.0 | \n
| \n Balance as of 31\u00a0December 2021 | \n\n 47.6 | \n\n (3.2) | \n
| \n Deferred tax recognized in profit or loss | \n\n 8.1 | \n\n (0.6) | \n
| \n Deferred tax recognized in invested equity | \n\n (6.4) | \n\n (2.8) | \n
| \n Deferred tax recognized in business combinations | \n\n 0.8 | \n\n 0.3 | \n
| \n Translation differences | \n\n 0.7 | \n\n (0.1) | \n
| \n Reclassification | \n\n 1.0 | \n\n (1.0) | \n
| \n Other movements | \n\n - | \n\n 0.0 | \n
| \n Balance as of 31\u00a0December 2022 | \n\n 51.9 | \n\n (7.4) | \n
11.3.2Breakdown by nature
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Tax loss carryforwards | \n\n 52.2 | \n\n 49.4 | \n
| \n Share-based payment (cash settled) and other provisions for retirement | \n\n 6.3 | \n\n 12.5 | \n
| \n PPA | \n\n (25.0) | \n\n (34.0) | \n
| \n IFRS 16 | \n\n 0.9 | \n\n - | \n
| \n Financial instruments | \n\n (5.9) | \n\n - | \n
| \n Others | \n\n 16.0 | \n\n 16.5 | \n
| \n Deferred tax assets/(liabilities), net | \n\n 44.5 | \n\n 44.4 | \n
| \n O/w deferred tax assets | \n\n 51.9 | \n\n 47.6 | \n
| \n O/w deferred tax liabilities | \n\n 7.4 | \n\n 3.2 | \n
The Group analyzed the potential utilization of the deferred tax asset arising from tax loss carryforwards in a near future (i.e. based on expected taxable profits in the two next years).
The cumulated unrecognized tax loss carryforwards as of 31\u00a0December 2022\u00a0amounted to \u20ac142.3\u00a0million (\u20ac143.0\u00a0million in 2021).
The main part of the tax loss carryforwards can be used indefinitely. However, in certain geographies such as France, UK, US, some of those tax loss carryforwards are restricted in their consumption (for instance limited to a certain amount or percentage of taxable income).
| \n Note 12 | \n\n Goodwill | \n
12.1Significant acquisitions in 2022
Banijay\u2019s sub-group acquired the following businesses during the year:
Acquisition of Montmartre Films, formerly L\u00e9gende Films (France)
In January 2022, Banijay France acquired 50% of the issued share capital of Montmartre Films, obtaining control given the agreement that govern the Boards of Directors. \u00a0Montmartre Films is a French based scripted production entity and qualifies as a business as defined in IFRS 3. Montmartre Films was acquired to grow a pipeline of premium quality scripted IP in the form of both series and feature-length films.
Acquisition of Znak TV (USA)
In February 2022, Endemol Shine UK Ltd acquired 100% of the issued share capital of Znak TV, obtaining control of Znak TV. Znak TV is the entity of a famous showrunner and executive producer on Fox\u2019s \u201cMasterChef\u201d amongst other large-scale entertainment brands and qualifies as a business as defined in IFRS 3. Znak TV will enable BGH sub-group to increase its activity in the US and in the UK.
Acquisition of Groenlandia (Italy)
In March 2022, Banijay Italy acquired 51% of the issued share capital of Groenlandia S.r.l., obtaining control given the agreement that govern the Boards of Directors. Groenlandia S.r.l. is engaged in the business of the creation, development, production, selling, marketing, promotion and distribution of movies, features, short films and documentaries for both cinema and television markets and qualifies as a business as defined in IFRS 3. Groenlandia S.r.l. provides audiovisual products for the international market featured by high quality level.
Acquisition of Pokeepsie (Spain)
In April 2022, Banijay Iberia acquired 51% of the issued share capital of Pokeepsie Films, obtaining control given the agreement that govern the Boards of Directors. Pokeepsie Films spans the fantasy, thriller, and horror space and qualifies as a business as defined in IFRS 3. Pokeepsie Films is subsequently a leader in youth-skewing films and series.
Acquisition of Movimenti (Italy)
In September 2022, Banijay Kids & Family division acquired 51% of the issued share capital of the Italian based group Movimenti founded in 2004, obtaining control given the agreement that govern the Boards of Directors. Movimenti is a vertically integrated group of 6 companies including 2D and 3D animation studios, an audio post-production company and a distribution entity and qualifies as a business as defined in IFRS 3.
Acquisition of Kindle Entertainment (The UK)
In August 2022, Banijay Kids & Family division acquired 75.75% of the issued share capital of the British group Kindle, obtaining control of Kindle. Kindle is a Multiple BAFTA winning production company, founded in 2007 and qualifies as a business as defined in IFRS\u00a03.
Acquisition of Noisy Pictures GmbH, formerly Sony Pictures Television Germany (Germany)
In September 2022, Banijay Production Germany acquired 100% of the issued share capital of the German entity Noisy Pictures Gmbh (formerly Sony Picture Television Germany), obtaining control of Noisy Pictures GmbH. Based in Cologne and in operation for more than 25 years, Sony is producing popular entertainment formats and scripted shows and qualifies as a business as defined in IFRS\u00a03. The label is behind an impressive slate of shows including the award-winning Die H\u00f6hle der L\u00f6wen (Dragon\u2019s Den). The company is led by Astrid Quentell and Mirek Nitsch.
Acquisition of Mam Tor Productions (The UK)
In October 2022, Banijay Media Limited acquired 51% of Mam Tor Productions in the UK, obtaining control given the agreement that govern the Boards of Directors. The company was founded in 2014 by a renowned producer and is geared towards high-end, contemporary, and original returning series and qualifies as a business as defined in IFRS 3.
Acquisition of Movie Plus (Israel)
In November 2022, Endemol Israel Ltd acquired 51% of Movie Plus, obtaining control given the agreement that govern the Boards of Directors. Specialized in drama series, documentaries, and feature-length films, it qualifies as a business as defined in IFRS 3.
The above acquisitions are individually not significant. The aggregated amounts recognized at the acquisition date for each major class of assets acquired and liabilities assumed in the consolidated statement of financial position is the following:
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Non-current assets | \n\n 8.9 | \n
| \n Current assets | \n\n 174.9 | \n
| \n Assets | \n\n 183.8 | \n
| \n Non-controlling interests | \n\n 0.7 | \n
| \n Non-current liabilities | \n\n 20.3 | \n
| \n Current liabilities | \n\n 148.6 | \n
| \n Liabilities and non-controlling interests | \n\n 169.6 | \n
| \n Aggregated acquired assets and liabilities | \n\n 14.2 | \n
The aggregated acquisition price for the business acquired in 2022\u00a0and the aggregated amount of goodwill recognized from the 2022\u00a0business acquisitions is the following:
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Total consideration | \n\n \n | \n
| \n Satisfied by: | \n\n \n | \n
| \n Cash | \n\n 68.2 | \n
| \n Equity instruments | \n\n 0.0 | \n
| \n Contingent consideration arrangement | \n\n 18.1 | \n
| \n Total consideration transferred | \n\n 86.3 | \n
| \n Aggregated acquired assets and liabilities | \n\n 14.2 | \n
| \n Aggregated Goodwill | \n\n 72.6 | \n
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Net cash outflows arising on acquisition | \n\n \n | \n
| \n Cash consideration | \n\n (68.2) | \n
| \n Less: cash and cash equivalents balances acquired | \n\n 41.0 | \n
| \n Acquisition costs | \n\n (3.5) | \n
| \n Purchases of consolidated companies, net of acquired cash(1) | \n\n (30.7) | \n
| \n (1)The caption \u201cPurchases of consolidated companies, net of acquired cash\u201d of the Cash Flow statement also comprised cash out due to earn-out and put options for an amount of -\u20ac15.5\u00a0million. | \n
The purchase price allocation of all those acquisitions is still under progress at the date of issuance of these consolidated financial statements.
Acquisition-related costs (included in other operational income and expenses) amount to \u20ac4.0\u00a0million.
Acquired consolidated companies contributed \u20ac72\u00a0million to the Group\u2019s revenue and \u20ac9\u00a0million to the Group\u2019s current operating profit for the period between the date of acquisition and the reporting date.
If the acquisition had been completed on the first day of the financial year, acquired consolidated companies would have contributed to the revenue for the year with \u20ac100\u00a0million.
12.2Change in goodwill
Goodwill as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Gross value | \n\n Impairment | \n\n Goodwill, net | \n
| \n 1\u00a0January 2021 | \n\n 2,209.5 | \n\n 241.4 | \n\n 2,450.9 | \n\n 0.0 | \n\n 2,450.9 | \n
| \n Acquisitions | \n\n 17.0 | \n\n - | \n\n 17.0 | \n\n - | \n\n 17.0 | \n
| \n Divestures | \n\n (0.6) | \n\n - | \n\n (0.6) | \n\n - | \n\n (0.6) | \n
| \n Reclassifications | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Exchange difference | \n\n 26.6 | \n\n - | \n\n 26.6 | \n\n - | \n\n 26.6 | \n
| \n 31\u00a0December 2021 | \n\n 2,252.5 | \n\n 241.4 | \n\n 2,493.9 | \n\n 0.0 | \n\n 2,493.9 | \n
| \n Acquisitions | \n\n 72.6 | \n\n - | \n\n 72.6 | \n\n - | \n\n 72.6 | \n
| \n Divestures | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Reclassifications | \n\n (0.3) | \n\n - | \n\n (0.3) | \n\n - | \n\n (0.3) | \n
| \n Exchange difference | \n\n 4.1 | \n\n - | \n\n 4.1 | \n\n - | \n\n 4.1 | \n
| \n 31\u00a0December 2022 | \n\n 2,328.8 | \n\n 241.4 | \n\n 2,570.2 | \n\n 0.0 | \n\n 2,570.2 | \n
The goodwill net increased during the period for \u20ac76.3\u00a0million, mainly due to the acquisitions occurred in 2022 described in note\u00a012.1.
The next chapter describes the impairment tests performed on goodwill, which was conclusive for no need for an impairment constitution.
12.3Impairment tests
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. This impairment test is performed by comparing the recoverable amount of each cash generating unit (CGU) with the carrying value of the corresponding assets. The tests are carried out with rates specific to each division.
CGUs are independently defined at each business level, corresponding to the Group\u2019s operating segments. The segments are based on the Group\u2019s internal management reporting structure in order to facilitate decision-making with respect to the allocation of resources and assessment of the performance of the entity\u2019s operations. The Group\u2019s CGUs correspond to the two operating segments: Content production &\u00a0distribution business and Online sports betting &\u00a0gaming business. Refer to note\u00a04 \u201cSegment information\u201d on page 224 for further details.
In 2022\u00a0and 2021, the Group examined the value of the goodwill associated with its cash-generating units (CGUs), ensuring that the recoverable value of the CGUs tested exceeded their net book value, including goodwill.
| \n (in \u20ac million) | \n\n Goodwill | \n\n CGU carrying value | \n
| \n 31\u00a0December 2022 | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 2,328.8 | \n\n 2,701.4 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 179.5 | \n
| \n 31\u00a0December 2021 | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 2,252.5 | \n\n 2,656.8 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 193.3 | \n
The recoverable amount as of 31\u00a0December 2022\u00a0and 2021, was determined based on a calculation of the value in use using cash flow projections from the budgets approved by Management covering a period from 3\u00a0to 4\u00a0years (see table below).
The assumptions used by the Group are stated on the table below:
| \n \n | \n\n WACC* | \n\n Perpetual | \n\n Budget (with some exceptions) | \n
| \n 31\u00a0December 2022 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 9.5% | \n\n 2.3% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 1.5% | \n\n 4 years | \n
| \n 31\u00a0December 2021 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 9.3% | \n\n 2.0% | \n\n 4\u00a0years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.2% | \n\n 1.5% | \n\n 3\u00a0years | \n
| \n *WACC: Weighted Average Cost of Capital post tax. | \n
The projections include estimates for the cost savings that have been realized and are to be realized from several cost savings initiatives for which the entity is committed at the closing date. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, actual results of operations, financial condition and liquidity may differ from those assumed in the forward-looking statements.
Based on the impairment tests conducted, the Management did not identify any impairment for both CGUs and thus no impairment needs to be charged against goodwill, intangible and tangible assets, for the years ended on 31\u00a0December 2022\u00a0and 2021.
Sensitivity to Changes in Assumptions
A sensitivity analysis of the value in use of the Content production & distribution business and Online sports betting & gaming business was carried out according to the parameters below. This sensitivity analysis did not call into question the impairment tests performed (the margins on impairment tests remaining significantly positive in all scenarios).
The sensitivity of impairment tests to adverse, feasible changes in assumptions is set out below:
\u2022reasonable sensitivity to changes in the discount rate: a simulated increase of up to 1\u00a0percentage point in the discount rate used would not change the findings of the Group's analysis;
\u2022reasonable sensitivity to changes in the long-term growth rate: in a pessimistic scenario where the long-term growth rate is reduced by 0.5%, the value in use of each CGU would still exceed its carrying amount;
\u2022reasonable sensitivity to changes in the business plans: a 10% reduction in the revenue forecast contained in the business plan and decrease of 0.5% of the perpetual growth rate, with variable costs adjusted accordingly, would not change the conclusions of the Group's analysis.
Consequently, none of the sensitivity tests reduced the value in use of any of the CGUs to below their carrying amount.
| \n Note 13 | \n\n Intangible assets | \n
Intangible assets comprise mainly content assets, both acquired and developed internally, scripted programs with an international potential, distribution advances with third parties, software and intangible assets recognized as part of PPA.
Other intangible assets include rights for the movie adaptation of books.
| \n (in \u20ac million) | \n\n 2022 | \n|||||
| \n Content assets and formats | \n\n Content assets and formats in progress | \n\n Software | \n\n Intangible assets recognized as part of PPA | \n\n Other intangible assets | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2022 | \n\n 668.0 | \n\n - | \n\n 26.5 | \n\n 217.4 | \n\n 65.1 | \n\n 977.1 | \n
| \n Investments | \n\n 36.1 | \n\n - | \n\n 4.3 | \n\n - | \n\n 4.0 | \n\n 44.4 | \n
| \n Divestitures | \n\n (0.2) | \n\n - | \n\n (0.6) | \n\n - | \n\n (16.1) | \n\n (16.9) | \n
| \n Changes in consolidation scope | \n\n (6.4) | \n\n 1.1 | \n\n - | \n\n (1.7) | \n\n (1.8) | \n\n (8.8) | \n
| \n Translation differences | \n\n (20.3) | \n\n - | \n\n - | \n\n (6.8) | \n\n (0.7) | \n\n (27.9) | \n
| \n Reclassifications and others(1) | \n\n 10.1 | \n\n (0.8) | \n\n - | \n\n - | \n\n (2.6) | \n\n 6.7 | \n
| \n As of 31\u00a0December 2022 | \n\n 687.2 | \n\n 0.2 | \n\n 30.2 | \n\n 209.0 | \n\n 47.9 | \n\n 974.6 | \n
| \n Accumulated amortization and impairment losses | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n (617.0) | \n\n - | \n\n (15.9) | \n\n (52.0) | \n\n (55.4) | \n\n (740.3) | \n
| \n Depreciation and amortization | \n\n (60.7) | \n\n - | \n\n (5.4) | \n\n (18.7) | \n\n (2.0) | \n\n (86.7) | \n
| \n Divestitures and impairment losses | \n\n 0.1 | \n\n - | \n\n 0.6 | \n\n - | \n\n 17.8 | \n\n 18.5 | \n
| \n Changes in consolidation scope | \n\n 8.6 | \n\n - | \n\n - | \n\n (0.3) | \n\n (0.1) | \n\n 8.3 | \n
| \n Translation differences | \n\n 18.4 | \n\n - | \n\n - | \n\n 2.1 | \n\n 0.6 | \n\n 21.2 | \n
| \n Reclassifications and others(1) | \n\n (1.4) | \n\n - | \n\n - | \n\n - | \n\n 0.6 | \n\n (0.7) | \n
| \n As of 31\u00a0December 2022 | \n\n (651.9) | \n\n - | \n\n (20.7) | \n\n (68.9) | \n\n (38.4) | \n\n (779.8) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 51.0 | \n\n - | \n\n 10.7 | \n\n 165.4 | \n\n 9.7 | \n\n 236.7 | \n
| \n As of 31\u00a0December | \n\n 35.3 | \n\n 0.2 | \n\n 9.5 | \n\n 140.1 | \n\n 9.6 | \n\n 194.8 | \n
| \n Of which internally developed | \n\n - | \n\n - | \n\n 6.8 | \n\n - | \n\n - | \n\n 6.8 | \n
| \n (1)Reclassification of 10 M\u20ac on content assets is mainly explained by reclassification of some scripted programs initially classified into work in progress and had been reclassified in intangible assets given the international future expected revenue. | \n
| \n (in \u20ac million) | \n\n 2021 | \n|||||
| \n Content assets and formats | \n\n Content assets and formats in progress | \n\n Software | \n\n Intangible assets recognized as part of PPA | \n\n Other intangible assets | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2021 | \n\n 626.0 | \n\n - | \n\n 30.9 | \n\n 208.0 | \n\n 56.5 | \n\n 921.4 | \n
| \n Investments | \n\n 39.0 | \n\n - | \n\n 3.8 | \n\n 0.4 | \n\n 8.3 | \n\n 51.5 | \n
| \n Divestitures | \n\n (2.0) | \n\n 0.0 | \n\n (8.2) | \n\n - | \n\n (6.0) | \n\n (16.2) | \n
| \n Changes in consolidation scope | \n\n 11.0 | \n\n 4.0 | \n\n (0.0) | \n\n 1.3 | \n\n (1.2) | \n\n 15.0 | \n
| \n Translation differences | \n\n - | \n\n - | \n\n - | \n\n (0.6) | \n\n 27.3 | \n\n 26.7 | \n
| \n Reclassifications and others | \n\n (6.0) | \n\n (4.0) | \n\n 0.0 | \n\n 8.3 | \n\n (19.8) | \n\n (21.4) | \n
| \n As of 31\u00a0December 2021 | \n\n 668.0 | \n\n 0.0 | \n\n 26.5 | \n\n 217.4 | \n\n 65.1 | \n\n 977.1 | \n
| \n Accumulated amortization and impairment losses | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January 2021 | \n\n (566.0) | \n\n - | \n\n (18.9) | \n\n (31.3) | \n\n (48.6) | \n\n (664.9) | \n
| \n Depreciation and amortization | \n\n (51.0) | \n\n - | \n\n - | \n\n (19.8) | \n\n (4.3) | \n\n (75.0) | \n
| \n Divestitures and impairment losses | \n\n 2.0 | \n\n - | \n\n 3.0 | \n\n - | \n\n 5.7 | \n\n 10.8 | \n
| \n Changes in consolidation scope | \n\n (11.0) | \n\n - | \n\n 0.0 | \n\n - | \n\n 1.0 | \n\n (10.0) | \n
| \n Translation differences | \n\n - | \n\n - | \n\n - | \n\n (1.6) | \n\n (15.1) | \n\n (16.7) | \n
| \n Reclassifications and others | \n\n 9.0 | \n\n - | \n\n - | \n\n 0.7 | \n\n 5.8 | \n\n 15.5 | \n
| \n AS OF 31 DECEMBER 2021 | \n\n (617.0) | \n\n - | \n\n (15.9) | \n\n (52.0) | \n\n (55.5) | \n\n (740.3) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 60.0 | \n\n - | \n\n 12.0 | \n\n 176.7 | \n\n 7.8 | \n\n 256.6 | \n
| \n As of 31\u00a0December | \n\n 51.0 | \n\n 0.0 | \n\n 10.7 | \n\n 165.4 | \n\n 9.7 | \n\n 236.7 | \n
| \n Of which internally developed | \n\n 0.3 | \n\n - | \n\n 7.3 | \n\n - | \n\n - | \n\n 7.6 | \n
| \n Note 14 | \n\n Tangible assets | \n
Tangible assets are primarily constituted by buildings and lands, technical installations and furniture and other equipment.
| \n (in \u20ac million) | \n\n 2022 | \n||||
| \n Lands and buildings | \n\n Technical installations | \n\n Furniture, equipment, computer | \n\n Tangible assets in progress | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2022 | \n\n 85.4 | \n\n 67.4 | \n\n 106.0 | \n\n 5.4 | \n\n 264.3 | \n
| \n Investments | \n\n 5.2 | \n\n 7.2 | \n\n 10.1 | \n\n 0.9 | \n\n 23.3 | \n
| \n Divestitures | \n\n (0.6) | \n\n (0.7) | \n\n (3.8) | \n\n (0.0) | \n\n (5.3) | \n
| \n Changes in consolidation scope | \n\n (0.3) | \n\n 0.5 | \n\n 1.1 | \n\n 0.1 | \n\n 1.4 | \n
| \n Translation differences | \n\n 0.0 | \n\n 0.1 | \n\n (1.0) | \n\n 0.0 | \n\n (0.8) | \n
| \n Reclassifications and others | \n\n 1.4 | \n\n (1.1) | \n\n (1.4) | \n\n (1.3) | \n\n (2.5) | \n
| \n As of 31\u00a0December 2022 | \n\n 91.0 | \n\n 73.3 | \n\n 111.0 | \n\n 5.0 | \n\n 280.4 | \n
| \n Accumulated amortization | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January 2022 | \n\n (68.9) | \n\n (54.8) | \n\n (85.2) | \n\n - | \n\n (209.0) | \n
| \n Depreciation and amortization | \n\n (5.1) | \n\n (4.1) | \n\n (10.4) | \n\n - | \n\n (19.6) | \n
| \n Divestitures and impairment losses | \n\n 0.5 | \n\n 0.5 | \n\n 3.5 | \n\n - | \n\n 4.5 | \n
| \n Changes in consolidation scope | \n\n 0.4 | \n\n (0.3) | \n\n (0.6) | \n\n - | \n\n (0.5) | \n
| \n Translation differences | \n\n 0.1 | \n\n 0.0 | \n\n 1.0 | \n\n - | \n\n 1.1 | \n
| \n Reclassifications and others | \n\n (0.3) | \n\n 0.9 | \n\n 1.7 | \n\n - | \n\n 2.3 | \n
| \n As of 31\u00a0December 2022 | \n\n (73.4) | \n\n (57.8) | \n\n (90.0) | \n\n - | \n\n (221.2) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 16.5 | \n\n 12.6 | \n\n 20.8 | \n\n 5.4 | \n\n 55.3 | \n
| \n As of 31\u00a0December | \n\n 17.6 | \n\n 15.5 | \n\n 21.0 | \n\n 5.0 | \n\n 59.2 | \n
| \n (in \u20ac million) | \n\n 2021 | \n||||
| \n Lands and buildings | \n\n Technical installations | \n\n Furniture, equipment, computer | \n\n Tangible assets in progress | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2021 | \n\n 103.4 | \n\n 61.0 | \n\n 95.9 | \n\n 4.9 | \n\n 265.2 | \n
| \n Investments | \n\n 2.5 | \n\n 4.2 | \n\n 10.3 | \n\n 1.9 | \n\n 18.8 | \n
| \n Divestitures | \n\n (14.3) | \n\n (1.8) | \n\n (8.1) | \n\n (0.0) | \n\n (24.2) | \n
| \n Changes in consolidation scope | \n\n (0.6) | \n\n 0.1 | \n\n 0.1 | \n\n (0.1) | \n\n (0.4) | \n
| \n Translation differences | \n\n 2.6 | \n\n 1.3 | \n\n 2.8 | \n\n 0.0 | \n\n 6.8 | \n
| \n Reclassifications and others | \n\n (8.1) | \n\n 2.1 | \n\n 4.9 | \n\n (1.2) | \n\n (2.3) | \n
| \n As of 31\u00a0December 2021 | \n\n 85.4 | \n\n 67.0 | \n\n 106.0 | \n\n 5.4 | \n\n 263.9 | \n
| \n Accumulated amortization | \n\n - | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n
| \n As of 1\u00a0January 2021 | \n\n (82.4) | \n\n (47.9) | \n\n (75.2) | \n\n - | \n\n (205.5) | \n
| \n Depreciation and amortization | \n\n (5.0) | \n\n (5.0) | \n\n (8.9) | \n\n - | \n\n (18.9) | \n
| \n Divestitures and impairment losses | \n\n 12.9 | \n\n 1.1 | \n\n 5.2 | \n\n - | \n\n 19.1 | \n
| \n Changes in consolidation scope | \n\n 0.2 | \n\n (0.1) | \n\n (0.1) | \n\n - | \n\n 0.0 | \n
| \n Translation differences | \n\n (2.0) | \n\n (1.0) | \n\n (2.4) | \n\n - | \n\n (5.4) | \n
| \n Reclassifications and others | \n\n 7.4 | \n\n (1.7) | \n\n (3.7) | \n\n - | \n\n 2.0 | \n
| \n As of 31\u00a0December 2021 | \n\n (68.8) | \n\n (54.5) | \n\n (85.2) | \n\n - | \n\n (208.6) | \n
| \n Net carrying amount | \n\n \n | \n\n \n | \n\n \n | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 21.0 | \n\n 13.1 | \n\n 20.7 | \n\n 4.9 | \n\n 59.7 | \n
| \n As of 31\u00a0December | \n\n 16.6 | \n\n 12.5 | \n\n 20.8 | \n\n 5.4 | \n\n 55.3 | \n
| \n Note 15 | \n\n Leases | \n
15.1Right-of-use assets
The assets accounted under IFRS 16 as of 31 December 2022 and 2021 are mainly real estate assets, i.e., office buildings and studios.
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Gross amount | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January | \n\n 262.8 | \n\n 246.7 | \n
| \n Addition of assets | \n\n 42.5 | \n\n 27.1 | \n
| \n Divestitures | \n\n (1.2) | \n\n - | \n
| \n Changes in consolidation scope | \n\n 1.4 | \n\n 0.3 | \n
| \n Translation differences | \n\n 1.8 | \n\n 8.9 | \n
| \n Reclassifications and others(1) | \n\n (32.3) | \n\n (20.1) | \n
| \n As of 31\u00a0December | \n\n 275.0 | \n\n 262.8 | \n
| \n Accumulated amortization and impairment losses | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n (91.7) | \n\n (55.0) | \n
| \n Depreciation and amortization | \n\n (42.7) | \n\n (43.4) | \n
| \n Divestitures and impairment losses | \n\n 1.2 | \n\n - | \n
| \n Changes in consolidation scope | \n\n 0.0 | \n\n 0.1 | \n
| \n Translation differences | \n\n (0.2) | \n\n (2.3) | \n
| \n Reclassifications and others(1) | \n\n 19.3 | \n\n 8.9 | \n
| \n As of 31\u00a0December | \n\n (114.1) | \n\n (91.7) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 171.1 | \n\n 191.7 | \n
| \n As of 31\u00a0December | \n\n 160.8 | \n\n 171.1 | \n
| \n (1)The reclassification and others caption is mainly related to contracts\u2019 modifications. | \n
15.2Lease liabilities
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Lease liabilities as of 1\u00a0January | \n\n 183.4 | \n\n 203.3 | \n
| \n Increase in liabilities | \n\n 42.6 | \n\n 27.1 | \n
| \n Repayments | \n\n (41.9) | \n\n (40.5) | \n
| \n Changes in consolidation scope | \n\n 1.5 | \n\n 0.2 | \n
| \n Translation differences | \n\n 1.7 | \n\n 7.1 | \n
| \n Reclassification and others(1) | \n\n (15.5) | \n\n (13.9) | \n
| \n Lease liabilities as of 31\u00a0December | \n\n 171.7 | \n\n 183.4 | \n
| \n Of which long term lease liabilities | \n\n 131.2 | \n\n 143.2 | \n
| \n Of which short term lease liabilities | \n\n 40.4 | \n\n 40.2 | \n
| \n (1)The reclassification and others caption is mainly related to contracts\u2019 modifications. | \n
The lease liabilities are excluding low value and short-term leases. Total cash outflows for leases including interests amounted to \u20ac47.3\u00a0million and \u20ac44.1\u00a0million for the years ended 31\u00a0December 2022 and 2021, respectively.
The maturity profile of the Group\u2019s lease liabilities based on contractual undiscounted payments is as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Due in less than one year | \n\n 42.6 | \n\n 45.6 | \n
| \n Due between one to five years | \n\n 113.0 | \n\n 167.1 | \n
| \n Due in more than five years | \n\n 27.2 | \n\n 18.4 | \n
| \n Total lease liabilities | \n\n 182.7 | \n\n 231.1 | \n
15.3Low value leases and short-term leases
Rental expenses recognized in external purchases for the year ended 31 December 2022 and 2021 amounted to \u20ac82.9\u00a0million and \u20ac70.7\u00a0million, respectively. These expenses mostly concern short-term contracts related to studios, equipment and facilities leased as part of productions incurred by the Content production & distribution business that are qualified as low value assets and/or short-term leases.
| \n Note 16 | \n\n Investments in entities accounted for under the equity method | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Value as of 1\u00a0January | \n\n 11.1 | \n\n 2.7 | \n
| \n Results of the period | \n\n (2.2) | \n\n (1.2) | \n
| \n Dividend paid | \n\n (0.3) | \n\n (0.3) | \n
| \n Capital increase | \n\n - | \n\n 0.0 | \n
| \n Change in consolidation scope | \n\n 1.0 | \n\n 2.1 | \n
| \n Foreign currency translation reserve | \n\n (0.2) | \n\n 0.5 | \n
| \n Change in consolidation method | \n\n - | \n\n - | \n
| \n Negative equity portion transferred to provisions for financial risk | \n\n 3.5 | \n\n (0.5) | \n
| \n Others | \n\n 1.1 | \n\n 7.8 | \n
| \n Value as of 31\u00a0December | \n\n 14.0 | \n\n 11.1 | \n
The caption \u201cOthers\u201d in 2021\u00a0comprises \u20ac8.2\u00a0million related to transactions performed by co-shareholders that resulted in the revaluation of the Group equity\u2019s stake in Financi\u00e8re EMG.
| \n Note 17 | \n\n Working capital balances | \n
17.1Production of audiovisual programs - Work in progress
Work in progress mainly correspond to costs incurred in the production of non-scripted programs (or scripted programs for which the Group does not expect subsequent Intellectual Property revenue in the future) that have not been delivered at reporting date, as the Group recognizes its production revenue upon delivery of the materials to the customer.
17.2Trade receivables
The breakdown of trade and other receivables as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Trade receivables, gross | \n\n 496.4 | \n\n 452.3 | \n
| \n Trade receivables from providers, gross | \n\n 13.1 | \n\n 24.8 | \n
| \n Total trade receivables, gross | \n\n 509.5 | \n\n 477.1 | \n
| \n Depreciation | \n\n (13.0) | \n\n (13.6) | \n
| \n Trade receivables, net | \n\n 496.5 | \n\n 463.6 | \n
Trade receivables from providers (payment service providers) correspond to balances in transit with the payment partners of the Group and which are repatriated to bank accounts manually or automatically. These\u00a0receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on partners.
17.3Other non-current and current assets
The breakdown of other non-current and current assets as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Trade receivables, LT | \n\n 17.8 | \n\n 19.9 | \n
| \n Income tax receivables, LT | \n\n 5.2 | \n\n 0.0 | \n
| \n Receivables from disposals of assets, LT | \n\n - | \n\n 6.9 | \n
| \n Employment-related earn-out and option, LT(1) | \n\n 0.8 | \n\n 2.0 | \n
| \n Other, LT(2) | \n\n 12.1 | \n\n 0.7 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 29.6 | \n
| \n (1)Refer to note\u00a07.3 on page 232\u00a0for more details. (2)This item comprised mainly grants and other receivables. | \n
In 2022, other long-term items mainly comprised a receivable from bet-at-home.com Entertainment Ltd (in liquidation) for an amount of \u20ac9.1 million due to various different business transactions. Due to the fact that the company is in liquidation, the uncertainty of recoverability has been taken into account in its measurement. Accordingly, the expected payments on the receivables were discounted over this period.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Tax receivables, excluding income tax | \n\n 99.2 | \n\n 64.7 | \n
| \n Grants receivables(1) | \n\n 102.2 | \n\n 95.1 | \n
| \n Income tax receivables | \n\n 10.7 | \n\n 20.4 | \n
| \n Prepaid expenses | \n\n 26.1 | \n\n 20.5 | \n
| \n Receivables from disposals of assets | \n\n 2.0 | \n\n (0.0) | \n
| \n Employment-related earn-out and option, ST(2) | \n\n 2.2 | \n\n 5.8 | \n
| \n Other(3) | \n\n 45.8 | \n\n 57.7 | \n
| \n Other current assets | \n\n 288.3 | \n\n 264.2 | \n
| \n (1)Refer to note 6 for more details. (2)Refer to note\u00a07.3\u00a0on page 232 for more details. (3)This item comprised mainly repayable advances related to co-production activities. | \n
17.4Customer contract liabilities
Customer contract liabilities as of 31\u00a0December 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Deferred revenue | \n\n 638.0 | \n\n 661.1 | \n
| \n Liabilities for gaming bets | \n\n 55.4 | \n\n 46.1 | \n
| \n Total customer contract liabilities | \n\n 693.3 | \n\n 707.2 | \n
Deferred revenue relates to undelivered programs that are work-in-progress (or intangible assets-in-progress) and that have already been invoiced, recognized as deferred income under IFRS\u00a015.
Revenue recognized in the 2022 that was included in the contract liability balance at the beginning of the period:
| \n (in \u20ac million) | \n\n 1 January 2022 | \n\n Revenue recognized in 2022 | \n\n Revenue not recognized yet | \n
| \n Deferred revenue | \n\n 661.1 | \n\n 641 | \n\n 20 | \n
The remaining performance obligation corresponds to firm commitments (or closed sales).
The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as of 31\u00a0December 2022 totalized \u20ac2,246\u00a0million for the Content production & distribution segment, including \u20ac1,945\u00a0million within one year and \u20ac301\u00a0million beyond one year (\u20ac1,602\u00a0million, including \u20ac1,404\u00a0million within one year and \u20ac198\u00a0million beyond one year, respectively in 2021).
The remaining performance obligations should essentially cover the revenue to be recognized for undelivered productions and for sales of finished tapes/formats for which the rights are not opened.
Liabilities for gaming bets mainly include players\u2019 liabilities, i.e., the amounts available in their accounts for an amount of \u20ac55.4\u00a0million and \u20ac46.1\u00a0million as of 31\u00a0December 2022 and 31\u00a0December 2021, respectively.
17.5Other non-current and current liabilities
Other non-current liabilities as of 31\u00a0December 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Long-term liabilities on non-controlling interest | \n\n 164.1 | \n\n 132.5 | \n
| \n Employee-related long-term incentives(1) | \n\n 213.6 | \n\n 109.0 | \n
| \n Employment-related earn-out and option obligation, LT(2) | \n\n 31.1 | \n\n 19.0 | \n
| \n Income tax liabilities (NC) | \n\n - | \n\n - | \n
| \n Other non-current liabilities(3) | \n\n 32.4 | \n\n 31.3 | \n
| \n Other non-current liabilities | \n\n 441.3 | \n\n 291.7 | \n
| \n (1)Refer to note 7.2 on page 231 for more details. (2)Refer to note 7.3 on page 232 for more details. (3)Included mainly debts to right owners and other payables. | \n
Other current liabilities as of 31\u00a0December 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Employee-related payables (accruals for paid leave, bonuses and other) | \n\n 107.8 | \n\n 88.3 | \n
| \n National, regional and local taxes other than gaming tax and income tax | \n\n 98.8 | \n\n 79.0 | \n
| \n Short-term liabilities on non-controlling interest | \n\n 73.1 | \n\n 71.6 | \n
| \n Gaming tax liabilities | \n\n 39.9 | \n\n 36.4 | \n
| \n Income tax liabilities | \n\n 51.6 | \n\n 41.1 | \n
| \n Employee-related long-term incentives, current(1) | \n\n 14.3 | \n\n 96.6 | \n
| \n Employment-related earn-out and option obligation, ST(2) | \n\n 10.3 | \n\n 6.4 | \n
| \n Payable on fixed asset purchase | \n\n 1.0 | \n\n 2.3 | \n
| \n Other current liabilities(3) | \n\n 29.7 | \n\n 34.9 | \n
| \n Other current liabilities | \n\n 426.6 | \n\n 456.8 | \n
| \n (1)Refer to note 7.2 on page 231 for more details. (2)Refer to note 7.3 on page 232 for more details. (3)This caption comprises mainly debt to right owners. | \n
Employees-related long-term incentives include cash-settled share-based payment liability (refer to note\u00a07.2 on page 231). These liabilities were also impacted by the upward reassessment of the Banijay Group\u2019s shares (refer to note\u00a03.1.2 on page 222). The variation in the current liabilities regarding employee-related long-term incentives is mainly related to the settlement of a Betclic\u2019s plan.
Liabilities on non-controlling interests reflect the commitments to purchase non-controlling interests amounts as well as the liabilities regarding contingent consideration arrangement on business acquisitions. The Group estimates these debts based on contractual agreements and using assumptions on future profits. The present value of the scheduled cash outflows is computed using a discount rate.
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Liabilities on non-controlling interests as of 1\u00a0January | \n\n 204.1 | \n\n 226.9 | \n
| \n Scope entry | \n\n 18.0 | \n\n 15.2 | \n
| \n Remeasurement through P&L | \n\n 93.1 | \n\n (16.4) | \n
| \n Repayments | \n\n (15.4) | \n\n (22.4) | \n
| \n Scope exit | \n\n - | \n\n - | \n
| \n Translation differences | \n\n (0.7) | \n\n 1.1 | \n
| \n Reclassification and others | \n\n (62.0) | \n\n (0.5) | \n
| \n Liabilities on non-controlling interests as of 31\u00a0December | \n\n 237.2 | \n\n 204.1 | \n
| \n Of which current | \n\n 73.1 | \n\n 71.6 | \n
| \n Of which non-current | \n\n 164.1 | \n\n 132.5 | \n
The remeasurement is mainly driven by the upward reassessment of the Banijay Group's shares (refer to note\u00a03.1.2 on page 222). Reclassification and others caption includes the reversal of Marco Bassetti\u2019s put options recognized in equity (refer to notes\u00a03.1.1 II i) and 18 on pages 220 and 250) following the contribution of its BG\u2019s shares to FL\u00a0Entertainment in exchange for Ordinary Shares.
| \n Note 18 | \n\n Changes in shareholders' equity | \n
18.1FL Entertainment equity instruments
In the context of the Group\u2019s reorganization (as explained in paragraph\u00a03.1.1\u00a0II) on page 220), FL\u00a0Entertainment has issued Ordinary Shares and SVS as follows in 2022:
| \n \n | \n\n Number of shares | \n||
| \n Ordinary Shares | \n\n SVS | \n\n Share-holders\u2019 equity | \n|
| \n Incorporation of FL Entertainment | \n\n 1,000 | \n\n \u00a0 | \n\n 0.0 | \n
| \n Contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL\u00a0Entertainment in exchange for Ordinary Shares and Special Voting Shares(1) | \n\n 178,479,432 | \n\n 178,479,432 | \n\n - | \n
| \n Contribution and sale of all LDH shares held by DEA Communications\u00a0SA | \n\n 20,408,177 | \n\n \u00a0 | \n\n (3.0) | \n
| \n Contribution of all LDH shares held by Fimalac to the Group | \n\n 28,978,416 | \n\n \u00a0 | \n\n 92.1 | \n
| \n Contribution of all BGH shares held by Vivendi Content to the Group through several transactions, in exchange for FL Entertainment\u2019s Ordinary Shares(2) | \n\n 78,829,610 | \n\n \u00a0 | \n\n (96.1) | \n
| \n Contribution and sale of all Betclic shares held by SBM International | \n\n 42,500,000 | \n\n \u00a0 | \n\n (560.6) | \n
| \n Subscription in cash by FL to a share capital increase of FL Entertainment | \n\n 13,520,565 | \n\n 13,520,565 | \n\n 135.2 | \n
| \n Subscription in cash by Vivendi to a share capital increase of FL Entertainment for \u20ac25\u00a0million in exchange for Ordinary Shares | \n\n 2,500,000 | \n\n \n | \n\n 25.0 | \n
| \n Contribution of all BG shares held by Marco Bassetti in exchange | \n\n 6,916,269 | \n\n \u00a0 | \n\n 69.2 | \n
| \n Contribution of SPAC investors as consideration for the Merger | \n\n 16,426,140 | \n\n \u00a0 | \n\n 188.9 | \n
| \n Subscription in cash by PIPE Investors to a share capital increase | \n\n 20,423,000 | \n\n \u00a0 | \n\n 203.4 | \n
| \n Conversion of Founder Shares into Ordinary Shares(5) | \n\n 2,674,999 | \n\n \u00a0 | \n\n 29.4 | \n
| \n \n | \n\n 411,657,608 | \n\n 191,999,997 | \n\n 83.5 | \n
| \n (1)The contribution of Lov Banijay shares by Financi\u00e8re Lov being accounted for as a transaction under common control recognized using the pooling interests\u2019 method applied retrospectively, this operation has no impact in the shareholders equity. A reclassification between the accounts share capital and the account share premium and retained earnings has been performed to reflect the equity instruments issuance, reflected in the line \u201cGroup\u2019s constitution\u201d of the unaudited consolidated interim statement of changes in equity. (2)The shares have been issued in the context of changes in ownership interest in subsidiaries that do not result in a loss of control (refer to note\u00a018.2 on page 251). (3)In addition to Ordinary Shares and SVS, FL received Earn-Out Shares for an amount of \u20ac114.4 million, classified in liabilities according to IAS\u00a032\u00a0(refer to note\u00a021 on page 254). (4)The fair value of those shares was estimated on the listed stock price shares after the Listing (11.498\u00a0\u20ac). (5)The fair value of those shares was estimated on the listed stock price shares at the conversion date (11.0\u00a0\u20ac). | \n
The total cash received in regards with capital increase amounted to \u20ac363.6 million (net of transaction costs).
As of 31 December 2022, the Company owned 6,975\u00a0treasury shares through the liquidity agreement (refer to note\u00a023.1 on page 257), for an amount of \u20ac0.1\u00a0million.
Special statutory voting rights
The Company has implemented a Special Voting Plan, by creating Special Voting Shares A and B, in its share capital. These shares allow the holder thereof to exercise two voting rights in addition to one voting right for each corresponding ordinary share held by it in accordance with and subject to the SVS Terms. Financi\u00e8re Lov is the sole initial participant in the Special Voting Plan and the sole initial holder of the Special Voting Shares A and B.
18.2Changes in ownership interest in subsidiaries that do not result in a loss of control
In 2022, in the context of the Group\u2019s reorganization (as explained in note\u00a03.1.1 II i) on page 220), capital restructuration undertaken impacted the consolidated equity as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022Contribution and sale of all Betclic shares held by SBM International | \n\n (560.6) | \n\n 135.6 | \n\n (425.0) | \n
| \n \u2022Contribution and sale of all LDH shares held by DEA Communications\u00a0SA and Fimalac to the Group through several transactions, in exchange for FL\u00a0Entertainment\u2019s Ordinary Shares | \n\n 89.2 | \n\n (188.6) | \n\n (99.5) | \n
| \n \u2022Contribution of all BGH shares held by Vivendi Content to the Group | \n\n (96.1) | \n\n 96.1 | \n\n - | \n
| \n \u2022Contribution of all BG shares held by Marco Bassetti in exchange | \n\n 69.2 | \n\n - | \n\n 69.2 | \n
| \n \u2022Other BGH\u2019s operations | \n\n (7.2) | \n\n - | \n\n (7.2) | \n
| \n Changes in ownership interest in subsidiaries | \n\n (505.6) | \n\n 43.0 | \n\n (462.6) | \n
| \n (1)In conjunction with BG\u2019s shares, a shareholders\u2019 agreement was signed between BGH and Marco Bassetti granted to the latter a put option, recognized in the consolidated financial statements. It was analyzed that this agreement conveyed an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests were reclassified to other current or non-current liabilities. Following the conversion, this agreement becomes devoid of purpose, and the put has been cancelled against shareholders equity. | \n
In 2021, the end of the capital restructuration undertaken in the context of the Endemol Shine Group\u2019s acquisition impacted the equity as follows (refer to note\u00a03.2.1 on page 223):
| \n (in \u20ac million) | \n\n 31\u00a0December 2021 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022LDH\u2019s capital increase subscribed by Financi\u00e8re Lov, Fimalac, DEA | \n\n 45.6 | \n\n 19.4 | \n\n 65.0 | \n
| \n \u2022Effects of the change in ownership interests in LDH | \n\n (30.3) | \n\n 30.3 | \n\n - | \n
| \n \u2022Effects of the change in ownership interests in BEG | \n\n 7.7 | \n\n (7.7) | \n\n - | \n
| \n \u2022Effects of the change in ownership interests in BGH | \n\n 10.0 | \n\n (10.9) | \n\n (0.9) | \n
| \n \u2022Others | \n\n 0.0 | \n\n 0.5 | \n\n 0.5 | \n
| \n Changes in ownership interest in subsidiaries | \n\n 32.9 | \n\n 31.6 | \n\n 64.5 | \n
18.3Share-based payment
In 2021, the share-based payment is related to the ordinary shares of Betclic Everest Group delivered in regards with the agreement between a minority shareholder, Betclic Everest Group and other shareholders (SBM International and Mangas Lov) signed on 17\u00a0December\u00a02021 (refer to 3.2.2 II on page 223).
18.4Dividends distribution
In the context of the Lov\u2019s reorganization as detailed in the note 3.1.1 II i) on page 220, Lov Banijay distributed its share premium to its sole shareholder at that date, Financi\u00e8re Lov, for an amount of \u20ac33.2\u00a0million, of which \u20ac31.6\u00a0million was offset with the Financi\u00e8re Lov\u2019s current account and \u20ac1.6\u00a0million was paid in cash.
The proposed final dividend is subject to approval by shareholders at the annual general meeting and has not been included as a liability in these financial statements. The proposed dividend is payable to all holders of Ordinary Shares registered as shareholder on the record date (20\u00a0June 2023). The total estimated dividend to be paid is \u20ac0.36 per ordinary share. The payment of this dividend will not have any tax consequences for the Group.
From any profits, as remaining after application of the provisions in the Articles of Association regarding reservation and the profit entitlement of Earn-Out Preference Shares and Founder Shares and Special Voting Shares an amount equal to 0.1% of the nominal value of each of the Earn-Out Preference Shares, Special Voting Share and Founder Shares shall be added to the dividend reserve of the respective shares as described in the Articles of Association and as agreed upon by each Founder Share holder and Earn-Out Share holder in the shareholders\u2019 agreement dated 30 June 2022 and by the Special Voting Shares holders in the Special Voting Shares terms dated 30\u00a0June 2022. Any profits remaining thereafter shall be at the disposal of the general meeting for distribution to the holders of Ordinary Shares in proportion to the aggregate nominal value of their Ordinary Shares.
Under an arrangement dated 30 June 2022 and in accordance with SVS Terms, Founder Shares holders, Earn-Out Shares' holders and Special Voting Shares holders have agreed to waive all profit rights due to them.
In 2021, the consolidated statement of changes in equity and the consolidated statement of cash flows reflected the distribution of dividends by Mangas Lov for \u20ac95.0\u00a0million.
| \n Note 19 | \n\n Non-controlling interests | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2022 | \n||||||
| \n Accumulated NCI as of | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Dividends distributed to NCI | \n\n Others | \n\n Accumulated | \n|
| \n LDH | \n\n 188.9 | \n\n (0.0) | \n\n - | \n\n (188.6) | \n\n (0.2) | \n\n - | \n\n - | \n
| \n BEG Group | \n\n (183.9) | \n\n 44.6 | \n\n 1.8 | \n\n 135.6 | \n\n - | \n\n (0.1) | \n\n (2.1) | \n
| \n Banijay Group | \n\n (41.7) | \n\n (37.7) | \n\n (9.2) | \n\n 96.1 | \n\n (2.9) | \n\n 3.8 | \n\n 8.4 | \n
| \n Total | \n\n (36.7) | \n\n 6.9 | \n\n (7.5) | \n\n 43.0 | \n\n (3.1) | \n\n 3.7 | \n\n 6.3 | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2021 | \n||||||
| \n Accumulated NCI as of | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Dividends distributed to NCI | \n\n Others | \n\n Accumulated NCI as of | \n|
| \n LDH | \n\n 140.4 | \n\n (1.2) | \n\n - | \n\n 49.7 | \n\n - | \n\n \u00a0- | \n\n 188.9 | \n
| \n BEG Group | \n\n (52.0) | \n\n (71.3) | \n\n - | \n\n (7.2) | \n\n (110.5) | \n\n 57.1 | \n\n (183.9) | \n
| \n Banijay Group | \n\n (44.9) | \n\n 42.1 | \n\n (19.9) | \n\n (10.9) | \n\n (4.8) | \n\n (3.3) | \n\n (41.7) | \n
| \n Total | \n\n 43.5 | \n\n (30.4) | \n\n (19.9) | \n\n 31.6 | \n\n (115.3) | \n\n 53.8 | \n\n (36.7) | \n
In 2022\u00a0and 2021, the item Changes in ownership interest in subsidiaries that did not result in a loss of control reflected the capital restructuration detailed in the note\u00a018.2 on page\u00a0251.
In 2021, Betclic Everest Group made three dividends distributions during the Financial Year\u00a02021, for a total amount of \u20ac197.5\u00a0million of which \u20ac110.5\u00a0million was distributed to non-controlling interests.
In 2021, the caption \u201cOthers\u201d included the share-based payment related to the ordinary shares of Betclic Everest Group delivered in regards with the agreement between a minority shareholder, Betclic Everest Group and other shareholders (SBM International and Mangas Lov) signed on 17\u00a0December 2021 (refer to note\u00a03.2.2 II on page 223).
| \n Note 20 | \n\n Earnings per share | \n
20.1Number of shares
The shares issued in the context of the combination between entities under common control did not result in a corresponding change in resources, since the attached economical rights were already controlled by the Group. As a consequence, and in accordance with IAS\u00a033, the weighted average number of Ordinary Shares has been adjusted during all the periods presented as if these shares were issued at the beginning of the earliest period presented.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n||
| \n Number of Ordinary Shares | \n\n Share Capital (in \u20ac million) | \n\n Number of shares | \n\n Share Capital (in \u20ac million) | \n|
| \n Opening share capital | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Capital increase | \n\n 411,657,608 | \n\n 4.1 | \n\n - | \n\n - | \n
| \n Capital decrease | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Closing share capital | \n\n 411,657,608 | \n\n 4.1 | \n\n - | \n\n - | \n
| \n Of which treasury shares | \n\n (6,975) | \n\n \n | \n\n \n | \n\n \n | \n
| \n Weighted average number of ordinary shares outstanding(1) | \n\n 296,953,862 | \n\n \n | \n\n 178,479,432 | \n\n \n | \n
| \n Diluted weighted average number | \n\n 296,953,862 | \n\n \n | \n\n 178,479,432 | \n\n \n | \n
| \n (1)Including the retrospective adjustment related to the 178,479,432\u00a0shares issued in compensation for the shares contributed by Financi\u00e8re Lov. | \n
As of 31 December 2022, 20,000,000\u00a0Earn-Out Shares, 2,575,001\u00a0Founder Shares, 5,250,000\u00a0Founder Warrants and 8,666,667\u00a0public Warrants were not taken in consideration for the calculation of diluted earnings per share because the conversion conditions were not satisfied at the end of the period or because they had an anti-dilutive effect at the closing date.
20.2Basic and diluted earnings per share
| \n (in \u20ac million) | \n\n \n | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Income available to common shareholders | \n\n A | \n\n (88.0) | \n\n (43.0) | \n
| \n Weighted average number of Ordinary Shares outstanding(1) | \n\n B | \n\n 296,953,862 | \n\n 178,479,432 | \n
| \n Basic earnings per share (in \u20ac) | \n\n A/B | \n\n (0.30) | \n\n (0.24) | \n
| \n (1)Including the retrospective adjustment related to the 178,479,432\u00a0shares issued in compensation for the shares contributed by Financi\u00e8re Lov. | \n
| \n (in \u20ac million) | \n\n \n | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Income available to common shareholders | \n\n A | \n\n (88.0) | \n\n (43.0) | \n
| \n Diluted weighted average number of Ordinary Shares outstanding(1) | \n\n B | \n\n 296,953,862 | \n\n 178,479,432 | \n
| \n Diluted earnings per share (in \u20ac) | \n\n A/B | \n\n (0.30) | \n\n (0.24) | \n
| \n (1)Including the retrospective adjustment related to the 178,479,432\u00a0shares issued in compensation for the shares contributed by Financi\u00e8re Lov. | \n
| \n Note 21 | \n\n Other securities | \n
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n
| \n Earn-Out Shares | \n\n 98.3 | \n
| \n Founder Shares | \n\n 16.5 | \n
| \n Public Warrants | \n\n 7.8 | \n
| \n Founder Warrants | \n\n 7.9 | \n
| \n Other securities | \n\n 130.5 | \n
In the context of the Group\u2019s reorganization (as explained in paragraph\u00a03.1.1 II i) on page 220), Financi\u00e8re Lov subscribed in cash to a share capital increase of FL\u00a0Entertainment for an amount of \u20ac250\u00a0million in exchange for Ordinary Shares, SVS and Earn-Out Shares (of which \u20ac114.4 million paid for Earn-Out Shares).
The Founder Shares, Founder Warrants and public Warrants (see below) were recognized as part of the Pegasus Merger (refer to notes\u00a03.1.1 II iii) and 3.1.1 II iv) on page 221 and page 222).
The characteristics of the Earn-Out Shares, Founder Shares, Founder Warrants and public Warrants (see below) were analyzed, and it has been determined that these securities should be classified as liability instruments according to IAS\u00a032. They are recognized at fair-value through P&L.
Those instruments are classified as Level 3 and have been measured using a multi-model analysis based on Monte-Carlo and Black-Scholes models, including public Warrants for which the lack of transactions in the public market does not provide a relevant pricing information.
Due to the low level of liquidity of FL\u00a0Entertainment\u2019s shares during the period, unobservable inputs include FL\u00a0Entertainment\u2019s ordinary share\u2019s price (based on a multiple analysis taking into account historical price prior and after quotation, analysts reviews and Pegasus transaction) and volatility (based on peers\u2019 index). The worst-case scenario would increase the liability for an amount of \u20ac16.9 million. The best-case scenario would decrease the liability for an amount of -\u20ac15.7million.
Subsequent re-measurement net income has been recognized in the financial result for an amount of \u20ac6.6\u00a0million.
Due to the conversion of 2,674,999\u00a0founder shares into 2,674,999\u00a0Ordinary Shares, part of the Founder Shares liability has been reclassified into equity for their value at the conversion date (\u20ac29.4\u00a0million) (refer to note\u00a018.1 on page 250).
Earn-Out Shares characteristics
Earn-Out Shares are divided into 3 categories:
\u202213.000.000 Earn-Out Shares A: each of these shares will be converted into 1 Ordinary Share and 1 SVS if the closing price of the Ordinary Shares equals or exceeds \u20ac13.00 per ordinary share for any 20 Trading Days within a 30 consecutive Trading Day period before expiration of a 5-year period following 1 July 2022;
\u20223.500.000 Earn-Out Shares B: each of these shares will be converted into 1 Ordinary Share and 1 SVS if the closing price of the Ordinary Shares equals or exceeds \u20ac15.00 per ordinary share for any 20 Trading Days within a 30 consecutive Trading Day period before expiration of a 5-year period following 1 July 2022;
\u20223.500.000 Earn-Out Shares C: each of these shares will be converted into 1 ordinary share and 1 SVS if the closing price of the ordinary shares equals or exceeds \u20ac17.00 per ordinary share for any 20 Trading Days within a 30 consecutive Trading Day period before expiration of a 5-year period following 1 July 2022.
Earn-Out Shares can only be entitled to profit in the limit of a negligible amount equal to 0,1% of the nominal value (\u20ac0,03) per share. All issued and outstanding Earn-Out Shares at a time may only be held by one person at any time and may also be transferred all together to one other person at a time. Each Earn-Out Share confers three votes in a General Meeting.
Financi\u00e8re Lov has committed not to exercise any voting right attached to Earn-Out Shares. Financi\u00e8re Lov has also committed not to sell the Earn-Out Shares for a three-year period from 1 July 2022.
Founder Shares characteristics
As a result of the transaction with Pegasus, Founder Shares were contributed to former Founder Shares\u2019 holders of Pegasus Entrepreneurs. Terms and conditions applicable to FL Entertainment\u2019s outstanding Founder Shares are similar to those issued by Pegasus.
The Founder Shares have a nominal value of \u20ac0.01 each. From any profits, as remaining after application of the provisions in the Articles of Association regarding reservation and the profit entitlement of Earn-Out Shares, an amount equal to 0.1% of the nominal value of each Founder Share shall be added to the dividend reserve for Founder Shares.
Subject to the satisfaction of the conditions set out below and subject to certain capital adjustment measures (as described in the Articles of Association), the 2,575,000\u00a0outstanding Founder Shares held by former Pegasus founders shall be converted:
\u2022up to 50% of the Founder Shares, held by each sponsor, in aggregate amounting to up to 1,287,500 Founder Shares will be exchanged on a one-for-one basis for Ordinary Shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1 July 2022, the closing price of the Ordinary Shares equals or exceeds \u20ac11.50 per Ordinary Share for any 20 Trading Days within a 30\u00a0consecutive-Trading Day period; and
\u2022up to 50% of the Founder Shares, held by each sponsor, in aggregate amounting to up to 1,287,500 Founder Shares will be exchanged on a one-for-one basis for Ordinary Shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1 July 2022, the closing price of the Ordinary Shares equals or exceeds \u20ac13.00 per Ordinary Share for any 20 trading days within a 30\u00a0consecutive-trading day period.
Existing shareholder agreement provides that any voting right attached to Founder Shares will not be exercised. Founder Shares can only be entitled to profit in the limit of the negligible amount equal to 0,1% of the nominal value (\u20ac0,01) per share.
Public Warrants characteristics
Each public Warrant shall entitle an eligible holder to purchase from the Company one ordinary share at the price of \u20ac11,50 per ordinary share. Public Warrants may be exercised within a 5 year period from 1 July 2022.
As Warrants, the Public Warrants does not entitle to any right as shareholder such as dividends or voting rights.
Terms & conditions of the public Warrants set several unusual provisions that may affect the market value of the public Warrants:
\u2022each public Warrant may be redeemed by FL\u00a0Entertainment if the price of the ordinary share exceeds \u20ac18,00 during more than almost consecutive twenty trading days period. Redemption price would in this case equal \u20ac0,01;
\u2022each public Warrant may be redeemed by FL\u00a0Entertainment if the price of the ordinary share is comprised between 10,00 and \u20ac18,00 at a price of \u20ac0.01 per Warrant upon not less than 30 days' prior written notice of redemption (a Redemption Notice). In this case, the Warrant holder could exercise its Warrants on a cashless basis and receive a number of ordinary share per Warrant set according to a table based on the redemption date and the fair market value of Ordinary Shares.
As of 31 December 2022, 8,666,666 Public Warrants were outstanding.
Founder Warrants characteristics
Founder Warrants have been issued by FL Entertainment at 1 July 2022 and distributed to Pegasus Founder.
Founder Warrants have substantially the same terms as the public Warrants and entitle their holder to purchase from FL Entertainment one ordinary share at the price of \u20ac11,50 per ordinary share within a 5-year period from 1 July 2022. Additionally, the Founder Warrants will be exercisable on a cashless basis according to a table based on the redemption date and the fair market value of Ordinary Shares and be non-redeemable, so long as they are held by the Pegasus\u2019 founders and sponsors. If the Founder Warrants are held by someone other than Pegasus\u2019 founders and sponsors, the Founder Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public Warrants. The proceeds of a redemption of Warrants, the proceeds of the repurchase of Warrants or a full or partial cash or cashless settlement of Warrants may be subject to Dutch dividend withholding tax at a rate of 15%.
Founder Warrants does not entitle to any right as shareholder such as dividends or voting rights.
As of 31 December 2022, FL Entertainment issued 5,250,000 Founder Warrants.
| \n Note 22 | \n\n Provisions and contingent liabilities | \n
22.1Provisions
The change in provisions between 1\u00a0January 2021\u00a0and 31\u00a0December 2022\u00a0were as follows:
| \n (in \u20ac million) | \n\n Commercial claims and litigation | \n\n Restructuring plan | \n\n Other | \n\n Total | \n
| \n As of 1\u00a0January 2021 | \n\n 6.4 | \n\n 15.4 | \n\n 18.3 | \n\n 40.1 | \n
| \n Movements taken to profit and loss | \n\n 23.1 | \n\n (16.2) | \n\n 4.2 | \n\n 11.1 | \n
| \n Additions | \n\n 26.5 | \n\n 2.5 | \n\n 10.6 | \n\n 39.6 | \n
| \n Releases | \n\n (3.4) | \n\n (18.8) | \n\n (6.4) | \n\n (28.6) | \n
| \n Other movements | \n\n 1.0 | \n\n 3.5 | \n\n 5.5 | \n\n 10.0 | \n
| \n Reclassifications and others | \n\n 0.9 | \n\n 3.5 | \n\n (1.0) | \n\n 3.4 | \n
| \n Translation adjustment | \n\n - | \n\n - | \n\n 0.4 | \n\n 0.4 | \n
| \n Change in scope of consolidation and other | \n\n 0.1 | \n\n - | \n\n 6.1 | \n\n 6.2 | \n
| \n As of 31\u00a0December 2021 | \n\n 30.5 | \n\n 2.6 | \n\n 28.0 | \n\n 61.1 | \n
| \n Of which non-current provisions | \n\n 4.7 | \n\n - | \n\n 17.4 | \n\n 22.0 | \n
| \n Of which current provisions | \n\n 25.8 | \n\n 2.6 | \n\n 10.6 | \n\n 39.1 | \n
| \n As of 1\u00a0January 2022 | \n\n 30.5 | \n\n 2.6 | \n\n 28.0 | \n\n 61.1 | \n
| \n Movements taken to profit and loss | \n\n 2.3 | \n\n (0.1) | \n\n 2.9 | \n\n 5.1 | \n
| \n Additions | \n\n 5.0 | \n\n 1.9 | \n\n 7.7 | \n\n 14.6 | \n
| \n Releases | \n\n (2.7) | \n\n (2.0) | \n\n (4.8) | \n\n (9.5) | \n
| \n Other movements | \n\n (17.0) | \n\n (0.0) | \n\n 1.5 | \n\n (15.5) | \n
| \n Reclassifications and others | \n\n 8.7 | \n\n - | \n\n (7.0) | \n\n 1.6 | \n
| \n Translation adjustment | \n\n (0.1) | \n\n (0.0) | \n\n (0.0) | \n\n (0.1) | \n
| \n Change in scope of consolidation and other | \n\n (25.6) | \n\n - | \n\n 8.5 | \n\n (17.1) | \n
| \n As of 31\u00a0December 2022 | \n\n 15.8 | \n\n 2.5 | \n\n 32.4 | \n\n 50.7 | \n
| \n Of which non-current provisions | \n\n 11.0 | \n\n - | \n\n 16.7 | \n\n 27.7 | \n
| \n Of which current provisions | \n\n 4.8 | \n\n 2.5 | \n\n 15.7 | \n\n 23.0 | \n
In 2021, the variation in provisions for restructuring plan is mainly related to the global reorganization plan launched in July 2020 following the ESG\u2019s acquisition, still in progress in 2021.
The variation in commercial claims and litigations in 2021\u00a0is mainly related to the provision of \u20ac24.7\u00a0million constituted (that includes \u20ac3.4\u00a0million of attorney fees) following the initiation of the ongoing legal process concerning sub-group BEG\u2019s business Bet-at-home (refer to note\u00a03.1.3 II on page 222).
In 2022, as a result of the loss of control due to the winding up proceedings (winding up by the court) over bet-at-home.com Entertainment Ltd, which has been confirmed by the court on 13\u00a0May 2022, with retroactive effect from the date of the application, the Company had to be deconsolidated from the Bet-at-home sub-group (refer to note\u00a03.1.3 I on page 222), resulting in the disposal of the provision recognized as of 31\u00a0December 2021\u00a0(refer to note\u00a03.1.3 II on page 222).
Other provisions are mainly constituted by provisions for financial losses and provisions for post-employment benefits. The variation is due to increase of the post-employment provisions related to the acquisitions occurred in the period (refer to note\u00a012.1 on page 237).
22.2Contingent liabilities
An obligation constitutes a contingent liability if the amount cannot be estimated with sufficient reliability or if it is unlikely to result in an outflow of resources.
Betclic Everest Group received in December\u00a02021\u00a0a notice of adjustment from the French tax authorities for a total amount of \u20ac52.4\u00a0million (willful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France, for the years 2018 and 2019.
On 13\u00a0May 2022, Betclic Everest Group received (i) a rectification on the notice of adjustment from December\u00a02021, decreasing the amount of \u20ac52.4\u00a0million to \u20ac37.2\u00a0million (willful misconduct and interest for late payment included) and (ii) a new notice of adjustment from the French tax authorities for a total amount of \u20ac25.8\u00a0million (willful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France for the year 2020.
Betclic Everest Group, with the support of its legal and tax advisers, still considers the position of the tax authorities is not in conformity with various general principles of VAT, in the same way as the other online gaming operators in France that are part of the association ARJEL. Betclic Everest Group will challenge this adjustment in France, with the tax authorities and, if necessary, the French courts, but also with the Court of Justice of the European Commission if a French Court decides to make a request for a preliminary ruling. No provision relating to this litigation has been recorded.
| \n Note 23 | \n\n Financial assets and liabilities | \n
23.1Current and non-current financial assets
Financial assets comprise financial interests in non-consolidated companies, loans, restricted cash accounts and current accounts with third parties.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Financial interests in non-consolidated companies | \n\n 40.6 | \n\n 11.9 | \n
| \n Non-current loans, guarantee instruments and other financial assets | \n\n 16.2 | \n\n 17.9 | \n
| \n Non-current restricted cash and cash equivalents | \n\n 36.6 | \n\n 28.5 | \n
| \n Non-current derivative financial assets | \n\n 68.3 | \n\n 24.8 | \n
| \n Non-current financial assets | \n\n 161.7 | \n\n 83.0 | \n
| \n Current part of loans, guarantee instruments and other financial assets | \n\n 15.3 | \n\n 10.7 | \n
| \n Current restricted cash and cash equivalents | \n\n 0.5 | \n\n - | \n
| \n Current accounts | \n\n 2.7 | \n\n 63.1 | \n
| \n Current derivative financial assets | \n\n 6.2 | \n\n 1.4 | \n
| \n Current financial assets | \n\n 24.7 | \n\n 75.2 | \n
| \n Total financial assets | \n\n 186.4 | \n\n 158.2 | \n
The change in financial interests in non-consolidated companies is mainly due to Beyond International acquisition.
At the end of December 2022, Banijay acquired 100% of the issued share capital of Beyond International in Australia for \u20ac30\u00a0million. Beyond is an international producer and distributor, with a portfolio of around 8,000\u00a0hours of scripted and non-scripted in-house and 3rd-party-acquired content overseen by Beyond Rights. Its track record lies mainly in the English-language with notable titles it distributes. As a late acquisition, Beyond\u2019s shares have been classified in financial interests in non-consolidated companies. The opening balance sheet statement will be done from 2023 onwards.
Preliminary unaudited financial statements: balance sheet and P&L of\u00a0Beyond International as of 31\u00a0December 2022 (not included in the consolidated statements)
Balance sheet
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Non-current assets | \n\n 11.0 | \n
| \n Current assets | \n\n 44.0 | \n
| \n Assets | \n\n 55.0 | \n
| \n Equity | \n\n 14.0 | \n
| \n Non-current liabilities | \n\n 4.0 | \n
| \n Current liabilities | \n\n 37.0 | \n
| \n Equity and liabilities | \n\n 55.0 | \n
P&L
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Total revenue | \n\n 65.0 | \n
| \n Operating profit | \n\n 1.0 | \n
| \n Profit before tax | \n\n 1.0 | \n
| \n Net profit | \n\n - | \n
| \n Share of group | \n\n - | \n
| \n Minority interest | \n\n - | \n
Non-current restricted cash is related to the Online sports betting & gaming business\u2019 obligations and includes:
\u2022cash in trusts in accordance with the French Online Gambling Regulatory Authority\u2019s requirements (\u20ac31.2\u00a0million and \u20ac22.4\u00a0million as of 31\u00a0December 2022\u00a0and 31\u00a0December 2021, respectively); and
\u2022blocked funds and guarantees related to other countries regulatory authorities\u2019 requirements, notably in Germany and Portugal, for an amount of \u20ac5.5\u00a0million and \u20ac6.0\u00a0million as of 31\u00a0December 2022\u00a0and 31\u00a0December 2021, respectively.
Current restricted cash comprised the amount of cash allocated to a liquidity agreement with a liquidity provider. Under this agreement, the liquidity provider is responsible for providing liquidity in the market for FL\u00a0Entertainment\u2019s shares, acting independently in compliance with Regulation (EU) No\u00a0596/2014 of the European Parliament and of the Council of 16\u00a0April 2014 on market abuse (the \u201cMAR\u201d) and all regulations promulgated thereunder, including but not limited to the EU Commission Delegated Regulation (EU) 2016/1052 of 8\u00a0March 2016 and the EU Commission Delegated Regulation (EU) 2016/908 of 26\u00a0February 2016, each supplementing the MAR, as well as the points of convergence established by the ESMA in relation to MAR accepted market practices on liquidity contracts, providing guidance to competent authorities on such AMP (the \u201cESMA Opinion\u201d). The parties shall ensure to comply with all applicable laws, rules and regulations in the Netherlands. When performing or effecting transactions or trade orders in the shares in the execution of this contract, the liquidity provider shall always act without interfering with orderly market operation or misleading other parties. The liquidity account has been credited with the sum of \u20ac500\u00a0thousand.
Derivatives comprise foreign exchange and interest rate hedging, which are measured at fair value. In 2021, it also included the derivative attached to the convertible bonds (refer to note\u00a023.5 on page 262).
In 2021, current accounts comprised the current accounts receivable from Financi\u00e8re Lov that have been offset by the current accounts payable to Financi\u00e8re Lov following the merger of Mangas Lov into Lov Banijay and by the dividend distributed to Financi\u00e8re Lov (refer to note\u00a018.4 on page 251) during 2022.
23.2Cash and cash equivalents
Cash and cash equivalents are presented net of bank overdrafts in the consolidated cash-flow statement.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Marketable securities | \n\n 25.2 | \n\n - | \n
| \n Cash | \n\n 454.2 | \n\n 434.1 | \n
| \n Cash and cash equivalents \u2013\u00a0Assets | \n\n 479.4 | \n\n 434.1 | \n
| \n Bank overdrafts | \n\n - | \n\n (1.7) | \n
| \n Net cash and cash equivalents | \n\n 479.4 | \n\n 432.1 | \n
23.3Current and non-current financial liabilities
| \n (in \u20ac million) | \n\n Non-current | \n\n Current | \n\n 31\u00a0December 2022 | \n
| \n Bonds | \n\n 1,330.8 | \n\n - | \n\n 1,330.8 | \n
| \n Bank borrowings | \n\n 959.5 | \n\n 180.6 | \n\n 1,140.1 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n - | \n\n 29.6 | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n 138.4 | \n\n 138.4 | \n
| \n Current accounts | \n\n - | \n\n 0.8 | \n\n 0.8 | \n
| \n Accrued interests on current accounts | \n\n - | \n\n 0.0 | \n\n 0.0 | \n
| \n Bank overdrafts | \n\n - | \n\n - | \n\n - | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n - | \n\n - | \n\n - | \n
| \n Total financial liabilities | \n\n 2,290.3 | \n\n 349.4 | \n\n 2,639.6 | \n
| \n (in \u20ac million) | \n\n Non-current | \n\n Current | \n\n 31\u00a0December 2021 | \n
| \n Bonds(1) | \n\n 1,461.5 | \n\n - | \n\n 1,461.5 | \n
| \n Bank borrowings(1) | \n\n 991.8 | \n\n 240.7 | \n\n 1,232.5 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n - | \n\n 32.7 | \n\n 32.7 | \n
| \n Current accounts | \n\n - | \n\n 29.1 | \n\n 29.1 | \n
| \n Accrued interests on current accounts | \n\n - | \n\n 0.4 | \n\n 0.4 | \n
| \n Bank overdrafts | \n\n - | \n\n 1.7 | \n\n 1.7 | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 4.5 | \n\n 1.6 | \n\n 6.1 | \n
| \n Total financial liabilities | \n\n 2,457.8 | \n\n 306.2 | \n\n 2,764.0 | \n
| \n (1)Term loans were reclassified as of 31/12/2021\u00a0from bonds to bank borrowings due to their nature for a total amount of \u20ac380.3\u00a0million. | \n
The variation of the financial liabilities breaks down as follows:
| \n (in \u20ac million) | \n\n 1\u00a0January 2022 | \n\n Cash-flows | \n\n Non cash-flows | \n\n 31\u00a0December 2022 | \n|||
| \n Increase | \n\n Repay-ments | \n\n Other cash items | \n\n Others non cash items | \n\n Foreign exchange | \n|||
| \n Bonds | \n\n 1,461.5 | \n\n - | \n\n (170.5) | \n\n - | \n\n 19.0 | \n\n 20.8 | \n\n 1,330.8 | \n
| \n Bank borrowings | \n\n 1,232.5 | \n\n 20.7 | \n\n (186.1) | \n\n 0.6 | \n\n 50.5 | \n\n 22.0 | \n\n 1,140.1 | \n
| \n Accrued interests | \n\n 32.7 | \n\n - | \n\n - | \n\n - | \n\n (3.8) | \n\n 0.6 | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 138.4 | \n\n - | \n\n 138.4 | \n
| \n Current accounts | \n\n 29.1 | \n\n - | \n\n - | \n\n - | \n\n (28.4) | \n\n 0.2 | \n\n 0.8 | \n
| \n Accrued interests | \n\n 0.4 | \n\n - | \n\n - | \n\n - | \n\n (0.4) | \n\n - | \n\n 0.0 | \n
| \n Bank overdrafts | \n\n 1.7 | \n\n - | \n\n - | \n\n - | \n\n (1.6) | \n\n (0.1) | \n\n - | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 6.1 | \n\n - | \n\n - | \n\n - | \n\n (5.8) | \n\n (0.3) | \n\n - | \n
| \n Total financial liabilities | \n\n 2,764.0 | \n\n 20.7 | \n\n (356.6)(1) | \n\n 0.6 | \n\n 167.8 | \n\n 43.2 | \n\n 2,639.6 | \n
| \n (1)The line \u201cRepayment of borrowings and other financial liabilities\u201d in the cash-flow statement also included the lease repayments for an amount of -\u20ac42.4\u00a0million (refer to note 15.2 on page 245). | \n
| \n (in \u20ac million) | \n\n 1\u00a0January 2021 | \n\n Cash-flows | \n\n Non cash-flows | \n\n 31\u00a0December 2021 | \n|||
| \n Increase | \n\n Repay-ments | \n\n Other cash items | \n\n Others non cash items | \n\n Foreign exchange | \n|||
| \n Bonds(2) | \n\n 1,483.2 | \n\n - | \n\n (58.6) | \n\n - | \n\n 6.1 | \n\n 30.9 | \n\n 1,461.5 | \n
| \n Bank borrowings(2) | \n\n 1,046.2 | \n\n 158.1 | \n\n (35.9) | \n\n 22.4 | \n\n 10.2 | \n\n 31.4 | \n\n 1,232.5 | \n
| \n Accrued interests | \n\n 33.4 | \n\n - | \n\n - | \n\n - | \n\n (0.6) | \n\n - | \n\n 32.7 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current accounts | \n\n 27.4 | \n\n 1.7 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 29.1 | \n
| \n Accrued interests | \n\n 0.4 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 0.4 | \n
| \n Bank overdrafts | \n\n 10.5 | \n\n - | \n\n - | \n\n (8.9) | \n\n - | \n\n - | \n\n 1.7 | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 20.5 | \n\n - | \n\n - | \n\n - | \n\n (15.1) | \n\n 0.9 | \n\n 6.1 | \n
| \n Total financial liabilities | \n\n 2,621.6 | \n\n 159.8 | \n\n (94.4)(1) | \n\n 13.5 | \n\n 0.5 | \n\n 63.2 | \n\n 2,764.0 | \n
| \n (1)The line \u201cRepayment of borrowings and other financial liabilities\u201d in the cash-flow statement also included the lease repayments for an amount of -\u20ac40.5\u00a0million (refer to note\u00a015.2 on page 245). (2)Term loans were reclassified as of 31/12/2021\u00a0from bonds to bank borrowings due to their nature for a total amount of \u20ac380.3\u00a0million. | \n
Characteristics of bonds and term loans
| \n (in \u20ac million) Issuer: Banijay Group\u00a0SAS | \n\n Residual nominal amount | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n \u2022\u20ac575\u00a0million senior secured notes issued in 2020\u00a0and due in 2025, which priced | \n\n 575.0 | \n\n 575.0 | \n
| \n \u2022\u20ac400\u00a0million senior notes issued in 2020\u00a0and due in 2026, which priced at par | \n\n 400.0 | \n\n 400.0 | \n
| \n \u2022$403\u00a0million senior secured notes issued in 2020\u00a0and due in 2025, which priced | \n\n 377.8 | \n\n 356.4 | \n
| \n \u2022\u20ac453\u00a0million term loan B facility issued in 2020\u00a0and due in 2025, which bears interest | \n\n 453.0 | \n\n 453.0 | \n
| \n \u2022$460\u00a0million term loan B facility issued in 2020\u00a0and due in 2025, which bears interest | \n\n 417.2 | \n\n 401.7 | \n
| \n \n | \n\n 2,223.0 | \n\n 2,186.1 | \n
| \n (in \u20ac million) Issuer: Betclic Everest Group\u00a0SAS | \n\n Residual nominal amount | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n \u2022\u20ac165\u00a0million senior loan issued on 23\u00a0June 2020\u00a0and due in June\u00a02025, which bears interest at a rate of EURIBOR 3\u00a0months plus a fixed rate of 3% per annum. This loan was underwritten with a group of banks (Natixis, BNP Paribas and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale); | \n\n 106.0 | \n\n 141.0 | \n
| \n \u2022\u20ac130\u00a0million bridge loan issued on 13\u00a0December 2021\u00a0and due in June\u00a02022, which bears an interest at a variable EURIBOR 3\u00a0months rate plus a fixed margin of 3% plus an additional progressive margin of 0.5% per quarter. This loan was underwritten with a group of banks (Natixis, BNP Paribas and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale). This loan has been repaid on 5\u00a0July 2022. | \n\n - | \n\n 130.0 | \n
| \n \n | \n\n 106.0 | \n\n 271.0 | \n
| \n (in \u20ac million) Issuer: Lov Banijay | \n\n Residual nominal amount | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n \u2022\u20ac90\u00a0million bond redeemable issued on 23\u00a0February 2016\u00a0into either shares or cash (ORAN2) subscribed by Vivendi. Upon maturity of ORAN2, Lov Banijay would have the option of either redeeming the bond in cash or converting it into a number of shares that would give Vivendi a 25% interest in Lov Banijay. Both bonds have a 7-year maturity period(1). The bond was redeemed on 1\u00a0July in the context of the Group\u2019s reorganization (refer to note 3.1.1 II) on page 220); | \n\n - | \n\n 104.5 | \n
| \n \u2022\u20ac50\u00a0million bond redeemable in cash subscribed by Vivendi on 14\u00a0October 2016, maturing on 23\u00a0February 2023. The bond was redeemed on 1\u00a0July in the context of the Group\u2019s reorganization (refer to note 3.1.1 II) on page 220). | \n\n - | \n\n 58.2 | \n
| \n \n | \n\n - | \n\n 162.7 | \n
| \n (1)The convertible option is accounted for as a derivative (refer to note 23.1 on page 259). | \n
As of 31\u00a0December, 2022, the Group\u2019s financial indebtedness also consists in the following items:
\u2022local production financing carried by some Banijay\u2019s subsidiaries (including recourse factoring and production credit lines);
\u2022state-guaranteed loans;
\u2022accrued interests;
\u2022bank overdraft;
\u2022lease liabilities; and
\u2022vendor loans, including a vendor loan amounting to \u20ac99.5\u00a0million granted by De Agostini to Lov Banijay (now assumed by FL\u00a0Entertainment after the merger) due in November\u00a02023\u00a0(with a possibility for FL\u00a0Entertainment to extend after this date) and bearing 3.5% interest per year, and a vendor loan amounting to \u20ac36.5\u00a0million granted by SBM International to FL\u00a0Entertainment, bearing 3.5% interest per year, due no later than 30\u00a0November 2023\u00a0(with a possibility for FL\u00a0Entertainment to extend after this date).
Maturity of current and non-current debt (principal and interest)
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2022 | \n|
| \n Bonds | \n\n 66.4 | \n\n 1,478.5 | \n\n - | \n\n 1,544.9 | \n
| \n Bank borrowings | \n\n 226.1 | \n\n 1,126.6 | \n\n - | \n\n 1,352.7 | \n
| \n Vendor loans | \n\n 142.8 | \n\n - | \n\n - | \n\n 142.8 | \n
| \n Total debt maturity (principal and interests) | \n\n 435.4 | \n\n 2,605.1 | \n\n - | \n\n 3,040.4 | \n
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2021 | \n|
| \n Bonds(1) | \n\n 90.9 | \n\n 2,136.3 | \n\n - | \n\n 2,227.2 | \n
| \n Bank borrowings | \n\n 265.7 | \n\n 648.9 | \n\n - | \n\n 914.6 | \n
| \n Total debt maturity (principal and interests) | \n\n 356.7 | \n\n 2,785.2 | \n\n - | \n\n 3,141.9 | \n
| \n (1)These figures reflect the expected cash outflows as if ORAN2\u00a0would have been redeemed in cash. | \n
23.4Net financial debt
Net financial debt is determined as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Bonds(1) | \n\n 1,330.8 | \n\n 1,461.5 | \n
| \n Bank borrowings(1) | \n\n 1,140.1 | \n\n 1,232.5 | \n
| \n Bank overdrafts | \n\n - | \n\n 1.7 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n 29.6 | \n\n 32.7 | \n
| \n Vendor loans | \n\n 138.4 | \n\n - | \n
| \n Total bank indebtedness | \n\n 2,638.9 | \n\n 2,728.4 | \n
| \n Cash and cash equivalents | \n\n (479.4) | \n\n (434.1) | \n
| \n Trade receivables on providers | \n\n (13.1) | \n\n (24.8) | \n
| \n Players' liabilities | \n\n 50.6 | \n\n 41.7 | \n
| \n Cash in trusts and restricted cash | \n\n (31.6) | \n\n (22.4) | \n
| \n Net cash and cash equivalents | \n\n (473.5) | \n\n (439.5) | \n
| \n Net debt before derivatives effects | \n\n 2,165.3 | \n\n 2,288.8 | \n
| \n Derivatives \u2013\u00a0liabilities | \n\n - | \n\n 6.1 | \n
| \n Derivatives \u2013\u00a0assets | \n\n (74.5) | \n\n (26.2) | \n
| \n Net debt | \n\n 2,090.8 | \n\n 2,268.8 | \n
| \n (1)Term loans were reclassified as of 31/12/2021\u00a0from bonds to bank borrowings due to their nature for a total amount of \u20ac380.3\u00a0million. | \n
23.5Derivatives
The Group\u2019s cash flow hedges\u2019 main goal is to neutralize foreign exchange risk on future cash flows (notional, coupons) or switch floating-rate debt to fixed-rate debt.
The ineffective portion of cash flow hedges recognized in net income is not significant during the periods presented. The main hedges unmatured as of 31\u00a0December 2022 and 2021, as well as their effects on the financial statements, are detailed in the table below.
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n|
| \n Exchange risk | \n\n 11.2 | \n\n 5.0 | \n\n 6.2 | \n\n - | \n\n - | \n\n - | \n
| \n Interest rate risk | \n\n 63.3 | \n\n 63.3 | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Hedging instruments | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n - | \n\n - | \n\n - | \n
| \n Embedded derivatives | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total derivatives | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n - | \n\n - | \n\n - | \n
| \n As of 31\u00a0December 2021 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current(1) | \n\n Current | \n|
| \n Exchange risk | \n\n 2.9 | \n\n 1.5 | \n\n 1.4 | \n\n 1.6 | \n\n - | \n\n 1.6 | \n
| \n Interest rate risk | \n\n 1.9 | \n\n 1.9 | \n\n - | \n\n 4.5 | \n\n 4.5 | \n\n 0.0 | \n
| \n Hedging instruments | \n\n 4.8 | \n\n 3.4 | \n\n 1.4 | \n\n 6.1 | \n\n 4.5 | \n\n 1.6 | \n
| \n Embedded derivatives | \n\n 21.4 | \n\n 21.4 | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total derivatives | \n\n 26.2 | \n\n 24.8 | \n\n 1.4 | \n\n 6.1 | \n\n 4.5 | \n\n 1.6 | \n
| \n (1)Maturity comprised between 1\u00a0and 5\u00a0years. | \n
| \n Note 24 | \n\n Financial instruments | \n
The carrying value of financial instruments per category is determined as follows:
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n||
| \n Fair value through OCI | \n\n Amortized cost | \n\n Fair value through P&L | \n|||
| \n Non-current financial assets | \n\n 161.7 | \n\n - | \n\n 108.9 | \n\n 47.4 | \n\n 5.5 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 6.0 | \n\n - | \n\n 29.9 | \n\n - | \n
| \n Trade receivables | \n\n 496.5 | \n\n - | \n\n - | \n\n 496.5 | \n\n - | \n
| \n Other current assets | \n\n 288.3 | \n\n 245.9 | \n\n - | \n\n 42.4 | \n\n - | \n
| \n Current financial assets | \n\n 24.7 | \n\n - | \n\n 6.2 | \n\n 18.5 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n - | \n\n - | \n\n - | \n\n 479.4 | \n
| \n Assets | \n\n 1,486.5 | \n\n 251.9 | \n\n 115.1 | \n\n 634.7 | \n\n 484.9 | \n
| \n Other securities | \n\n 130.5 | \n\n - | \n\n - | \n\n - | \n\n 130.5 | \n
| \n Long-term borrowings and other financial liabilities | \n\n 2,290.3 | \n\n - | \n\n - | \n\n 2,290.3 | \n\n - | \n
| \n Other non-current liabilities | \n\n 441.3 | \n\n 213.6 | \n\n - | \n\n 32.4 | \n\n 195.3 | \n
| \n Liability instruments | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Short-term borrowings and bank overdrafts | \n\n 349.4 | \n\n - | \n\n - | \n\n 349.4 | \n\n - | \n
| \n Trade payables | \n\n 663.5 | \n\n - | \n\n - | \n\n 663.5 | \n\n - | \n
| \n Customer contract liabilities | \n\n 693.3 | \n\n 639.0 | \n\n - | \n\n 50.6 | \n\n 3.7 | \n
| \n Other current liabilities | \n\n 426.6 | \n\n 312.2 | \n\n - | \n\n 31.0 | \n\n 83.4 | \n
| \n Liabilities | \n\n 4,994.8 | \n\n 1,164.8 | \n\n - | \n\n 3,417.1 | \n\n 412.8 | \n
| \n As of 31\u00a0December 2021 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n||
| \n Fair value through OCI | \n\n Amortized cost | \n\n Fair value through P&L | \n|||
| \n Non-current financial assets | \n\n 83.0 | \n\n - | \n\n 15.3 | \n\n 40.3 | \n\n 27.4 | \n
| \n Other non-current assets | \n\n 29.6 | \n\n 2.0 | \n\n - | \n\n 27.5 | \n\n - | \n
| \n Trade receivables | \n\n 463.6 | \n\n - | \n\n - | \n\n 463.6 | \n\n - | \n
| \n Other current assets | \n\n 264.2 | \n\n 211.3 | \n\n - | \n\n 53.0 | \n\n - | \n
| \n Current financial assets | \n\n 75.2 | \n\n - | \n\n 1.4 | \n\n 73.8 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 434.1 | \n\n - | \n\n - | \n\n - | \n\n 434.1 | \n
| \n Assets | \n\n 1,349.6 | \n\n 213.3 | \n\n 16.7 | \n\n 658.1 | \n\n 461.5 | \n
| \n Long-term borrowings and other financial liabilities | \n\n 2,457.8 | \n\n - | \n\n 4.5 | \n\n 2,453.3 | \n\n - | \n
| \n Other non-current liabilities | \n\n 291.7 | \n\n 109.0 | \n\n - | \n\n 31.3 | \n\n 151.4 | \n
| \n Short-term borrowings and bank overdrafts | \n\n 306.2 | \n\n - | \n\n 1.6 | \n\n 303.0 | \n\n 1.7 | \n
| \n Trade payables | \n\n 580.8 | \n\n - | \n\n - | \n\n 580.8 | \n\n - | \n
| \n Customer contract liabilities | \n\n 707.2 | \n\n 662.8 | \n\n - | \n\n 41.7 | \n\n 2.7 | \n
| \n Other current liabilities | \n\n 456.8 | \n\n 342.4 | \n\n - | \n\n 36.4 | \n\n 78.0 | \n
| \n Liabilities | \n\n 4,800.5 | \n\n 1,114.1 | \n\n 6.1 | \n\n 3,446.5 | \n\n 233.8 | \n
Fair value hierarchy
IFRS\u00a013\u00a0Fair Value Measurement, establishes a fair value hierarchy consisting of three levels:
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access;
\u2022Level 2: directly observable market inputs other than Level 1\u00a0inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations). This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group\u2019s financial instruments, with the exception of marketable securities for which the market price is used.
| \n (in \u20ac million) | \n\n Fair value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 114.3 | \n\n 5.5 | \n\n 68.3 | \n\n 40.6 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 6.2 | \n\n - | \n\n 6.2 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n 479.4 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (130.5) | \n\n - | \n\n - | \n\n (130.5) | \n
| \n Long-term borrowings and other financial liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Other non-current liabilities | \n\n (195.3) | \n\n - | \n\n - | \n\n (195.3) | \n
| \n Short-term borrowings and bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.7) | \n\n - | \n\n - | \n\n (3.7) | \n
| \n Other current liabilities | \n\n (83.4) | \n\n - | \n\n - | \n\n (83.4) | \n
| \n Balances as of 31\u00a0December 2022 | \n\n 187.1 | \n\n 484.9 | \n\n 74.5 | \n\n (372.3) | \n
| \n (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 42.7 | \n\n 6.0 | \n\n 24.8 | \n\n 11.9 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 1.4 | \n\n - | \n\n 1.4 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 434.1 | \n\n 434.1 | \n\n - | \n\n - | \n
| \n Long-term borrowings and other financial liabilities | \n\n (4.5) | \n\n - | \n\n (4.5) | \n\n - | \n
| \n Other non-current liabilities | \n\n (151.4) | \n\n - | \n\n - | \n\n (151.4) | \n
| \n Short-term borrowings and bank overdrafts | \n\n (3.3) | \n\n (1.7) | \n\n (1.6) | \n\n - | \n
| \n Customer contract liabilities | \n\n (2.7) | \n\n - | \n\n - | \n\n (2.7) | \n
| \n Other current liabilities | \n\n (78.0) | \n\n - | \n\n - | \n\n (78.0) | \n
| \n Balances as of 31\u00a0December 2021 | \n\n 238.3 | \n\n 438.4 | \n\n 20.0 | \n\n (220.2) | \n
Other securities comprised public Warrants, Earn-Out Shares, Founder Shares and Founder Warrants that are classified as Level 3. Derivatives are classified as Level\u00a02\u00a0instruments and Level 3\u00a0instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
| \n Note 25 | \n\n Management of market risk | \n
25.1Credit risk
Credit risk arises if a party to a transaction is unable or unwilling to fulfill its obligations, resulting in a financial loss to the Group.
For all business, credit risk arises if a party to a transaction is unable or refuses to fulfill its obligations, resulting in a financial loss to the Group.
The Group deals only with reputable and creditworthy third parties. Receivables are monitored on a regular basis, so that the Group\u2019s exposure to bad debts is not significant.
Credit risk arising from cash at bank is considered to be minimal. Majority of the cash at bank is held with high credit quality financial institutions with a credit rating of A or higher.
25.2Interest rate risk
Group\u2019s interest rate risk management\u2019s objective is to reduce its net exposure to rising interest rates.
To this end, the business that have recourse to financing with variable interest rate debt use financial instruments that enable them to protect themselves against significant fluctuations in interest rates (mainly through the implementation of interest rate swaps and caps).
In the Content production &\u00a0distribution business, the Group\u2019s exposure to the risk of interest rate fluctuations is mainly linked to:
\u2022the $460\u00a0million senior term loan B agreement, which depends on the short-term interest rate of LIBOR. On this specific loan, Banijay has taken out an interest rate hedge by means of an interest rate swap exchanging the variable rate for a fixed rate of 1.4% (maturity date: 1\u00a0March 2025); and
\u2022the \u20ac453\u00a0million term loan B agreement, which depends on the short-term interest rate of EURIBOR. On this specific loan, Banijay has taken out an interest rate hedge by means of an interest rate capping the variable rate to 0.0% (maturity date: 3\u00a0March 2025).
Regarding the Online sports betting &\u00a0gaming business, the \u20ac165\u00a0million senior loan issued on 23\u00a0June 2020\u00a0depends on EURIBOR 3\u00a0months rate. On this specific loan, Betclic Everest Group has taken out an interest rate hedge by means of an interest swap exchanging the variable rate for a fixed rate of 0.071% (maturity date: 23\u00a0June 2025).
25.3Currency risk
Currency risk management is handled independently by each subsidiary.
Regarding the Content production &\u00a0distribution business, the Group operates in several countries and may be exposed to fluctuations in foreign exchange rates that could have an impact on its net income and financial position expressed in euros.
The main foreign exchange risk is transactional, mainly related to the US dollar and the pound sterling:
\u2022as of 31\u00a0December 2022, the percentage of sales made in USD represented 20.8% of the Banijay\u2019s consolidated revenue (16.3% in 2021). A decrease of 5% in the exchange rate in USD would have an impact on the consolidated revenue of -\u20ac32\u00a0million in 2022\u00a0(-\u20ac21\u00a0million in 2021) and an impact on the consolidated equity of \u20ac5\u00a0million. Conversely, an increase of 5% in the exchange rate in USD would have an impact on the consolidated turnover of \u20ac35\u00a0million (\u20ac24\u00a0million in 2021) and an impact on the consolidated equity of \u20ac6 million;
\u2022as of 31\u00a0December 2022, the percentage of sales made in GBP represented 19.4% of the Banijay\u2019s consolidated revenue (18.6% in 2021). A decrease of 5% in the exchange rate in GBP would have an impact on the consolidated turnover of -\u20ac30\u00a0million (-\u20ac24\u00a0million in 2021) and an impact on the consolidated equity of \u20ac5\u00a0million. Conversely, an increase of 5% in the exchange rate in GBP would have an impact on consolidated revenue of \u20ac33\u00a0million (\u20ac27\u00a0million in 2021) and an impact on the consolidated equity of \u20ac6 million.
In addition, in 2020, Banijay has issued a bond in USD and forward contracts and call and put options were subscribed in 2021\u00a0to hedge the exposure. According to IFRS\u00a09\u00a0the impact of premium/discounts of forward contracts and the time value of the option are recognized in the other comprehensive income.
The Online sports betting &\u00a0gaming business, whose functional currency is the euro, has very little exposure to foreign exchange risk (transactions are exclusively in markets with the same functional currency and there are no debts or receivables denominated in foreign currencies).
25.4Liquidity risk
The Group managed its liquidity risk through a monthly cash flow analysis for the next year and then each year for the duration of its business plan.
Annual forecasts include an organic growth and an analysis of the effect of potential external growth on revenue, Adjusted EBITDA and net financial debt.
Banijay Group maintains adequate reserves of cash and short-term deposits to meet its liquidity needs. As of 31\u00a0December 2022, undrawn committed lines of credit, overdrafts and other borrowings have been obtained for a total of \u20ac211\u00a0million.
The Content production &\u00a0distribution business has also set up several liquidity concentration pools around the main business regions (Europe, United States, United Kingdom and Scandinavia). During 2022, approximately 86% (87% in 2021) of the business\u2019s revenue was covered by these mechanisms. Consequently, the business\u2019s organic growth, its working capital requirements and its financing (including the payment of debts or option debts) are ensured in particular by the cash flows generated by the business units.
In addition, as part of its financing, the Content production & distribution business is subject to financial covenants, namely concerning RCF (Revolving Credit Facility) in the event of a drawdown of 40%. The ratio is based on Senior Secured Net Leverage (ratio between (i) the sum of Banijay senior secured notes, earn out debt minus cash and (ii)\u00a0the\u00a0sum of Banijay Adjusted EBITDA, shareholder fees and proforma impact from acquisitions) and its level should not exceed 6.50x. In December 2022, although the RCF is not drawn, such financial covenants are satisfied.
Regarding the Online sports betting & gaming business, the latter is financed via bank loans. The senior loan is subject to two financial covenants: (i) a leverage ratio (Betclic net consolidated financial debt / consolidated EBITDA) that must be less than 2.75 and (ii) an interest ratio (Betclic group consolidated cash flow / consolidated financial debt) that must be above 1.2. Betclic had no breach of those financial covenants in 2022 and 2021 to be reported.
At the holding level, FL Entertainment can access to the liquidity from the Content production & distribution business and from the Online sports betting & gaming business.
25.5Capital risk
The Group manages its statutory equity and its liquidity to be able to distribute a dividend to its shareholders in accordance with its dividend policy.
| \n Note 26 | \n\n Related parties | \n
Related parties consist of:
\u2022group Lov\u2019s controlling shareholders: Financi\u00e8re Lov Group and Lov Group Invest;
\u2022other shareholders, notably: Group Vivendi\u2019s subsidiaries, Fimalac, De Agostini, Monte-Carlo SBM International, Pegasus Founders and Sponsors;
\u2022associates and joint ventures; and
\u2022key management personnel.
26.1Transactions with Financi\u00e8re Lov Group and Lov Group Invest
The Group recorded several transactions with Lov\u2019s controlling shareholder (Financi\u00e8re Lov) and its subsidiaries that are not part of the Group\u2019s consolidation scope, as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Other securities | \n\n (98.3) | \n\n - | \n
| \n Net financial assets/financial liabilities/provisions | \n\n - | \n\n 31.2 | \n
| \n Net trade receivables/payables | \n\n 1.0 | \n\n - | \n
| \n Operating income/operating expenses(1) | \n\n (16.8) | \n\n (14.5) | \n
| \n Financial income/expenses | \n\n 17.0 | \n\n 1.8 | \n
| \n (1)Of which President compensation | \n\n\n | \n\n\n | \n
The annual compensation of the President of Banijay Group, Lov Group Invest (controlled by St\u00e9phane Courbit), a French soci\u00e9t\u00e9 par actions simplifi\u00e9e, having its registered office 5, rue Fran\u00e7ois 1er in Paris (75008), registered under number\u00a0494\u00a0031\u00a0008\u00a0RCS Paris (LGI), has been set at the average of (i) 0.38% of the consolidated turnover of the previous fiscal year and (ii) 2% of the consolidated EBITDA of the previous fiscal year. In case of death of St\u00e9phane Courbit, the President of Banijay Group shall be compensated by Banijay Group an annual compensation equal to 1% of the consolidated EBITDA of the previous fiscal year, with a floor of \u20ac2,500,000\u00a0and capped at \u20ac5,000,000 per year.
In 2022, the shareholders of Betclic Everest Group decided unanimously to set the annual compensation (exclusive of VAT if any) of the President of Betclic Everest Group, Lov Group Invest, as of 1\u00a0January\u00a02021, at 2% of the gross margin realized during the said fiscal year, it being specified that the Gross Margin of Bet-at-home will be taken into account to the extent of the percentage of Betclic Everest Group\u2019s participation on 1\u00a0January of the said fiscal year, as such gross margin is defined in the audited consolidated financial statements of Betclic Everest Group as of 31\u00a0December\u00a02021. Such compensation shall be paid (i) in three instalments within one month of the financial statements, (ii) the balance being paid no later than one month following the closing of the audited consolidated financial statements.
In addition, as detailed in note 3.1.1 II) on page 220, in the context of the Business Combination Agreement, significant transactions occurred between the Group and Financi\u00e8re Lov.
26.2Transactions with other shareholders
| \n (in \u20ac million) | \n\n De Agostini | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n Net financial assets/financial liabilities/provisions | \n\n (101.2) | \n\n - | \n
| \n Net trade receivables/payables | \n\n - | \n\n - | \n
| \n Operating income/operating expenses | \n\n - | \n\n - | \n
| \n Financial income/expenses | \n\n (1.7) | \n\n (2.8) | \n
| \n (in \u20ac million) | \n\n Vivendi | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n Net financial assets/financial liabilities/provisions | \n\n - | \n\n (141.2) | \n
| \n Net trade receivables/payables | \n\n 3.0 | \n\n 3.0 | \n
| \n Operating income/operating expenses | \n\n 40.0 | \n\n 36.0 | \n
| \n Financial income/expenses | \n\n (3.4) | \n\n (10.4) | \n
| \n (in \u20ac million) | \n\n Fimalac | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n Net financial assets/financial liabilities/provisions | \n\n - | \n\n - | \n
| \n Net trade receivables/payables | \n\n - | \n\n - | \n
| \n Operating income/operating expenses | \n\n 3.0 | \n\n 1.0 | \n
| \n Financial income/expenses | \n\n - | \n\n - | \n
| \n (in \u20ac million) | \n\n SBM International | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n Net financial assets/financial liabilities/provisions | \n\n (37.2) | \n\n - | \n
| \n Net trade receivables/payables | \n\n - | \n\n - | \n
| \n Operating income/operating expenses | \n\n - | \n\n - | \n
| \n Financial income/expenses | \n\n (0.6) | \n\n - | \n
| \n (in \u20ac million) | \n\n Pegasus Founders and Sponsors | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n Net financial assets/financial liabilities/provisions | \n\n (24.4) | \n\n - | \n
| \n Net trade receivables/payables | \n\n - | \n\n - | \n
| \n Operating income/operating expenses | \n\n - | \n\n - | \n
| \n Financial income/expenses | \n\n (6.6) | \n\n - | \n
In addition, as detailed in note 3.1.1 II) on page 220, in the context of the Business Combination Agreement, significant transactions occurred between the Group and other shareholders.
26.3Transactions with associates and JV
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Net financial assets/financial liabilities/provisions | \n\n 1.0 | \n\n 1.0 | \n
| \n Net trade receivables/payables | \n\n 1.0 | \n\n 1.0 | \n
| \n Operating income/operating expenses | \n\n - | \n\n 1.0 | \n
| \n Financial income/expenses | \n\n 1.0 | \n\n - | \n
26.4Key Management Personnel compensation
Key management personnel, who have the authority and responsibility for planning, directing and controlling the activities, directly or indirectly, are the members of the Board of Directors, the CEO of Banijay Group(34) and the CEO of Betclic Everest Group. The compensation of the key management personnel is detailed in the table below:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Short-term employee benefits (fixed salary and variable component) | \n\n (2.0) | \n\n (1.9) | \n
| \n Post-employment benefits (IAS\u00a019) | \n\n - | \n\n - | \n
| \n Other long-term benefits | \n\n - | \n\n - | \n
| \n Termination benefits | \n\n - | \n\n - | \n
| \n Share-based payment | \n\n (26.1) | \n\n (211.1) | \n
| \n Total compensation to key management personnel | \n\n (28.1) | \n\n (213.0) | \n
| \n (1)Position currently occupied by Marco Bassetti, who holds 1.9% of FL\u00a0Entertainment\u2019s shares. | \n
Moreover, attendance fees allocated to the Board of Directors\u2019 members amounted to \u20ac0.3 million in 2022.
26.4.1 Remuneration of Executive Directors in 2022
The individual remuneration in 2022 for each Executive Director paid was as follows:
| \n Name | \n\n Base salary | \n
| \n Mr Fran\u00e7ois Riahi | \n\n \u20ac525,000(1) | \n
| \n Mrs Sophie Kurinckx | \n\n \u20ac475,000 | \n
| \n (1)As from November 2022, Fran\u00e7ois Riahi\u2019s base salary was increased to \u20ac750,000. | \n
For the year ending 31\u00a0December 2022, both Executive Directors have been paid for the period that they have been in office, respectively a remuneration of \u20ac300,000 for the CEO and \u20ac219,231 for the CFO (fixed salary). In addition, the Executive Directors benefit from a termination indemnity equal to a 12-month base salary.
The mix between the fixed and the variable remuneration components for our Executive Directors is as follows:
| \n Name | \n\n Fixed | \n\n Variable | \n
| \n Mr Fran\u00e7ois Riahi | \n\n 100% | \n\n 0% | \n
| \n Mrs Sophie Kurinckx | \n\n 100% | \n\n 0% | \n
Mr Fran\u00e7ois Riahi benefits, as chief executive officer of Financi\u00e8re Lov, from a long-term incentive plan which takes into account the value-creation at the level of the Company. In this respect, Mr\u00a0Fran\u00e7ois Riahi's incentive is aligned to the interests of the Company's shareholders.
Before becoming the chief financial officer of the Company, Mrs\u00a0Sophie Kurinckx was the chief financial officer of the Banijay Group. As such, for the first six months of 2022, she has also received remuneration from the Banijay Group. Her remuneration as chief financial officer of the Banijay Group for the year 2022 was agreed as follows:
| \n Name | \n\n Base salary | \n\n Bonus | \n\n Allowance | \n
| \n Mrs Sophie Kurinckx | \n\n \u20ac280,500 | \n\n \u20ac340,250 | \n\n \u20ac38,837 | \n
In 2022, Mrs Sophie Kurinckx received a lump sum payment of \u20ac283,250 in the context of her leaving Banijay.
In July\u00a02020, Mrs Sophie Kurinckx received free Banijay Group\u00a0SAS shares. These shares are not yet vested but the benefit of them will be maintained under the current conditions. Furthermore, Mrs Sophie Kurinckx benefits at the level of Banijay Group from a long-term cash incentive. The amount depends on the valuation of Banijay Group\u00a0SAS at the time of payment. To date, the vested part is valued at \u20ac706,202.
As the Company has been incorporated and listed in 2022, no historical information can be provided with respect to the annual change in remuneration over the last five financial years. The Company intends to provide this information in the 2023 Universal Registration Document.
26.4.2 Remuneration of Non-Executive Directors in 2022
The table below sets forth the remuneration of the Non-Executive Directors paid for 2022. The amounts reflect the annual fee awarded for the services as Non-Executive Director and any additional roles as member of a committee or Chairperson of the Board or a committee, from the date of their appointment.
| \n Name | \n\n Base salary | \n
| \n Mr St\u00e9phane Courbit | \n\n \u20ac0(1) | \n
| \n Mr Pierre Cuilleret | \n\n \u20ac30,000 | \n
| \n Mrs Susana Gallardo | \n\n \u20ac37,500 | \n
| \n Mrs El\u00e9onore Ladreit de Lacharri\u00e8re | \n\n \u20ac25,000 | \n
| \n Mrs C\u00e9cile L\u00e9vi | \n\n \u20ac32,500 | \n
| \n Mr Alain Minc | \n\n \u20ac35,000 | \n
| \n Mrs Marella Moretti | \n\n \u20ac30,000 | \n
| \n Mr Herv\u00e9 Philippe | \n\n \u20ac30,000 | \n
| \n Mr Yves de Toytot | \n\n \u20ac30,000 | \n
| \n (1)Mr St\u00e9phane Courbit has waived his right to compensation as Chairman of the Board and Non-Executive Director. | \n
26.4.3 Remuneration of the Senior Management Members in 2022
Remuneration
For the year 2022, the total aggregate remuneration of the Senior Management Members paid by any entity within the Group was approximately \u20ac1,650,000. This amount does not take into account the long-term incentive plan provided to the Senior Management Members.
The Company does not pay the Senior Management Members' compensation for 2022, except to the extent it is awarded any grants under a LTIP which is expected to be put in place. The remuneration will be paid by other companies within the Group. The Group does not anticipate any material increase of the Senior Management Members' compensation for 2022.
Equity holdings of Senior Management Members
As of 31 December 2022, Marco Bassetti indirectly holds 6,916,269 Ordinary Shares through a holding vehicle, which he received as a result of an equity contribution of 2,690,437 shares in Banijay as part of the Lov\u2019s reorganization. Other than as set out above, as of 31\u00a0December 2022, none of the Senior Management Members directly owns shares or stock options giving access to the share capital of the Company.
Senior Management Team long-term incentive plan (LTIP)
The Company intends to implement a LTIP in favor of Nicolas B\u00e9raud, which is aimed at aligning the interests of Nicolas B\u00e9raud with the interests of the long-term shareholders, and which provides an incentive for longer term commitment and retention of Nicolas B\u00e9raud.
Under the Articles of Association of the Company, the Board is designated to issue Ordinary Shares or grant rights to subscribe for Ordinary Shares up to 3% of the issued shares at the time of issuance, in connection with any LTIP.
| \n Note 27 | \n\n Off-Balance Sheet Commitments | \n
27.1Content production &\u00a0distribution business
As of 31\u00a0December 2022, the off-balance sheet commitments of the sub-group were as follows:
i)commitments given:
\u2022minimum guarantees granted by the distribution activity to third party producers for an amount of \u20ac1\u00a0million,
\u2022pledging of shares of its subsidiaries for the benefit of its noteholders and its lenders pursuant to the financing subscribed on 11\u00a0February 2020. The shares of the following companies are pledged as collateral:
\u2022Banijay Entertainment Holdings US, Inc., Banijay Media Limited (formerly Zodiak Media Limited), Banijay Rights Ltd, Banijay France S.A.S., Banijay Group US Holding, Inc., Adventure Line Productions S.A.S., H2O Productions S.A.S., Bwark Productions Limited, Banijay Production Media, Bunim-Murray Productions Inc., Bunim-Murray Productions LLC, RDF Television Limited, Castaway Television Productions Limited, Screentime Pty Limited, Mastiff A/S, Nordisk Film TV A/S,
\u2022Endemol Shine IP B.V., Banijay Benelux B.V. (formerly Endemol Shine Nederland Holding B.V.), Endemol Shine Nederland B.V., Endemol USA Holding, Inc., Truly Original LLC, Endemol Shine Australia, Shine Australia Holding Pty, Metronome Production A/S, Gestmusic Endemol SAU, Zeppelin Television SAU, Banijay Benelux Holding B.V. and Endemol Shine France SAS, and
\u2022and in the case of the Senior Secured Notes, the SUN Issuer (i.e., Banijay Group SAS) or, in the case of the Senior Notes, the SSN Issuer (i.e., Banijay entertainment);
ii)commitments received:
\u2022confirmed credit lines not drawn for an amount of \u20ac318\u00a0million.
27.2Online sports betting &\u00a0gaming business
i)Commitments given:
\u2022Betclic Group Senior Credit Facility was originally guaranteed, inter alia, by Betclic and Mangas Lov and was originally secured by first ranking pledges over Betclic Group\u00a0SAS shares and Bet-at-home shares. A release of the pledge of Betclic Group\u00a0SAS shares has been obtained as a result of the universal transmission of assets of Betclic Group\u00a0SAS in Betclic, on 31\u00a0December 2021. Additional first ranking pledges have been entered into on 25\u00a0March 2022\u00a0pursuant to which Betclic Group\u00a0SAS has granted pledges over Euro Gaming Investment S.A. shares (a Luxembourg subsidiary) and over Mangas Investment Limited (a Maltese subsidiary) shares held by Betclic Group\u00a0SAS as security for its repayment obligations under the Betclic Group Senior Credit Facility. As Mangas Lov was merged into Lov Banijay on 30 June, 2022 and as a cross-border merger of Lov Banijay into FLE, occurred as at 28 December 2022 and became effective on 20 December 2022, it being specified that the financial data of Lov Banijay will be included in the Annual Accounts of FLE for Dutch and French commercial accounting purposes and French tax purposes as from the 5 July 2022. The commitments given by Mangas Lov were then transferred to FL Entertainment,
\u2022liquidity commitment: the company Betclic Everest Group, or Financi\u00e8re Lov and Soci\u00e9t\u00e9 des Bains de Mer, concluded a liquidity commitment in 2021\u00a0with a manager who hold 5.4% of BEG\u2019s shares. This commitment is conditional on the non-occurrence of events for which the Group considers as of 31\u00a0December 2022\u00a0that their occurrence is highly probable. The probability of occurrence of these events will be re-assessed at each year end period,\u00a0and
\u2022on 13 December 2021, Betclic as borrower, Mangas Lov as guarantor, BNP Paribas, Natixis and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale as mandated lead arrangers and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale as agent and security agent entered into a bridge credit facility agreement. This agreement provides for a bridge loan facility in principal amount of \u20ac130\u00a0million and has been repaid in full on the 5\u00a0July\u00a02022 out of the proceeds of the Business Combination and cash otherwise available within the Group.
| \n Note 28 | \n\n Subsequent events | \n
Endemol India - put over non-controlling interests
Following the acquisition of the Endemol Shine Group, Banijay was committed to purchase the minority shares of Endemol India from July 2020. A litigation was raised on the price and an arbitration has been requested between Banijay and the minority shareholders. Award of the tribunal has been received by the end of February 2023, setting a price higher than the Group\u2019s initial estimate by \u20ac6.8\u00a0million. Consequence of this award has been taken into account in the measurement of the put options on non-controlling interests as of 31 December 2022.
Refinancing of Banijay\u2019s Term Loans B
On April 2023, Banijay has completed the refinancing of its two Term Loan B credit facilities in Euros and in US Dollars for an amount equivalent to around \u20ac875\u00a0million (including a \u20ac453\u00a0million tranche and US$460\u00a0million tranche), resulting in a 3-year extension of their maturities until March 2028. Banijay also raised new Term Loans B financing in Euros and US Dollars to strengthen its balance sheet and finance its future growth for a total amount equivalent to \u20ac200\u00a0million, which splits into \u20ac102\u00a0million and $110\u00a0million respectively. The Term Loans B will carry a floating interest at EURIBOR +450 bps for the Euro-denominated tranche, and at SOFR +375 bps for the US Dollar-denominated tranche, both of which will benefit from the existing hedges until March 2025. The additional amounts and the extended maturities will also be hedged against floating interest rate risks.
In parallel, Banijay extended the maturity of its \u20ac170\u00a0million RCF by 3 years to September 2027 at EURIBOR + 3.75%.
| \n Note 29 | \n\n Fees expensed to auditors | \n
| \n (in \u20ac million) | \n\n Statutory audit, certification and review of the individual and consolidated financial statements | \n\n Non-audit services | \n\n Total fees(1) | \n
| \n As of 31\u00a0December 2022 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Ernst &\u00a0Young | \n\n 6.1 | \n\n 0.8 | \n\n 6.9 | \n
| \n Other Auditors | \n\n 1.0 | \n\n - | \n\n 1.0 | \n
| \n Total | \n\n 7.1 | \n\n 0.8 | \n\n 7.9 | \n
| \n As of 31\u00a0December 2021 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Ernst &\u00a0Young | \n\n 4.4 | \n\n 0.9 | \n\n 5.3 | \n
| \n Other Auditors | \n\n 1.3 | \n\n 0.1 | \n\n 1.4 | \n
| \n Total | \n\n 5.7 | \n\n 1.0 | \n\n 6.7 | \n
| \n (1)Expenses charged by Dutch organizations of EY amounted to \u20ac0.7 million in 2022 (\u20ac0.2 million in 2021). | \n
| \n Note 30 | \n\n List of sub-group Banijay\u2019s and sub-group BEG\u2019s subsidiaries | \n
30.1Banijay\u2019s sub-group consolidation scope
The table below presents the percentage of ownership interest in Banijay Group\u2019s subsidiaries held by the Group (including the FL\u00a0Entertainment indirect ownership):
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31 December 2022 | \n\n 31 December 2021 | \n
| \n Banijay Group | \n\n France | \n\n Holding | \n|
| \n France Adventure Line Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Baba Funny League | \n\n France | \n\n - | \n\n - | \n
| \n Air Productions Sas | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n ALP Music S.A.R.L. | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Atypic Talents\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 3 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 4 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 7 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 8 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Digital\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Editing\u00a0SAS | \n\n France | \n\n 29.82% | \n\n 29.82% | \n
| \n Banijay Entertainment\u00a0SASU | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay France\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Group\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay International\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Library\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Prod ca Tourne SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Prod Editing SAS (formerly Banijay Central 1) | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Productions Media\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Studios France | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Studios International Holding | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Studios Production Media (ex. Air Productions) | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Talent\u00a0SAS | \n\n France | \n\n 64.02% | \n\n 64.02% | \n
| \n Base Records S.A.R.L | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Big Name\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Bubble Prod\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Connecting Prod\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n D.M.L.S TV\u00a0SAS | \n\n France | \n\n 62.68% | \n\n 62.68% | \n
| \n DMLS Productions | \n\n France | \n\n 62.68% | \n\n 62.68% | \n
| \n DMLS Films | \n\n France | \n\n 62.68% | \n\n 62.68% | \n
| \n Endemol Shine France\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Fiction\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Production\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Festival Air S.A.R.L | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Fiction Air S.A.R.L | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n G\u00e9t\u00e9v\u00e9 Productions\u00a0SASU | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Divertissement Sas | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Fictions Sas | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Jeux SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Productions SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Images on Air\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Jereluc\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n KM Presse SNC | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n KM Prestations SNC | \n\n France | \n\n 0.10% | \n\n 0.10% | \n
| \n KM S.A.S. | \n\n France | \n\n 0.10% | \n\n 0.10% | \n
| \n Les Editions du 5 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Lodition\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n MBG\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Monello Productions\u00a0SAS. France | \n\n France | \n\n 68.05% | \n\n 68.05% | \n
| \n NC Zodiak Kids Central | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Non Stop Edition\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Non Stop Production\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Ollenom Studio\u00a0SAS | \n\n France | \n\n 68.05% | \n\n 68.05% | \n
| \n Pacific Line Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Pistache | \n\n France | \n\n 44.77% | \n\n 44.77% | \n
| \n PLP (Fidgi) | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Soci\u00e9t\u00e9 Miss France\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Shauna Events\u00a0SAS | \n\n France | \n\n 44.81% | \n\n 44.81% | \n
| \n Skillstar Sarl | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Studio 74 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Studio Maboul\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Sublim Talents\u00a0SAS | \n\n France | \n\n 44.81% | \n\n 44.81% | \n
| \n Survivor Central Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Talent Lab\u00a0SAS | \n\n France | \n\n 64.02% | \n\n 64.02% | \n
| \n Team CH1 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Terrence Films | \n\n France | \n\n 50.09% | \n\n 50.09% | \n
| \n Upper Talent\u00a0SAS | \n\n France | \n\n 64.02% | \n\n 64.02% | \n
| \n Vision Air\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Kids Studio France\u00a0SASU | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n 153 PRODUCTIONS NZ LLC | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ALK Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Australia Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Australia Holdings Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Australia Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Australia Services Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Southern Star Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 1 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 2 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 3 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 4 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 5 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 6 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Love Among The Vines Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Love Yarn Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Patiki Media Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Popstarts Productions NZ Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Quimbo\u2019s Quest Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Rosebud Pty Limited\u00a0SAS | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n SAS Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Screentime Commerical Pty Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Screentime New Zealand Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Screentime Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Australia Holdings Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n SPVs | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Straight Forward Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n The Gulf Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n The Landing (Fiji) Pte Limited (Fiji) | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n The Landing Ltd (Samoa) | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Together Forever Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Benelux Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Benelux\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n 625\u00a0TV Producties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n After The Break Productions\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Beyond Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Beyond Opco Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Blockbuster Media\u00a0B.V. (ex: Endemol Shared Services\u00a0BV) | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Call 909\u00a0Nederland\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Central Media Station Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Commando\u2019s TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Costa Film Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n De Mol Catalyst\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Licentie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Nederland Film\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Participatie TV\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Personeel\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Belgium N.V | \n\n Benelux | \n\n 99.99% | \n\n 99.99% | \n
| \n Endemol Shine IP\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Nederland\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Nederland Producties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Russia Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Scripted\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Sport\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Sports Investments\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n ES NL Scripted Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n EWT Holding\u00a0B.V. | \n\n Benelux | \n\n 53.80% | \n\n 53.80% | \n
| \n Gouden Uur TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Grundy/Endemol Nederland V.o.F. | \n\n Benelux | \n\n 44.77% | \n\n 44.77% | \n
| \n Haagse Bluf TV Produkties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Human Playground TV Production\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Koekieloekie TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n NL Film en TV\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n NL Film Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n NL TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Palm Plus Music Publishing\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Scriptstudio\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Simpel Formats\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Simpel Media\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n SNP Holding B.V | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n SNP Media\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n SNP Participaties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Southfields | \n\n Benelux | \n\n 76.83% | \n\n 76.83% | \n
| \n Stanley H. TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Totem Media\u00a0B.V. | \n\n Benelux | \n\n 45.67% | \n\n 45.67% | \n
| \n TV\u00a0BV\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Van der Valk TV Production\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Belgium | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n B&B Endemol AG | \n\n Switzerland | \n\n 36.27% | \n\n 36.27% | \n
| \n Banijay Germany GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Banijay Productions GmbH | \n\n Germany | \n\n 68.24% | \n\n 68.24% | \n
| \n BRAINPOOL Beteiligungsgesellschaft GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n BRAINPOOL Live Artist &\u00a0Brand GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n BRAINPOOL TV GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n CAPE CROSS STUDIO UND FILMLICTHGESELLSCHAFT GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n COLOGNE COMEDY FESTIVAL GmbH (formerly K\u00d6LN COMEDY FESTIVAL GmbH) | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Endemol Shine Germany GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Endemol Shine Group Germany GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Good Humor GmbH | \n\n Germany | \n\n 35.20% | \n\n 35.20% | \n
| \n Good Times Fernsehproduktions GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n HPR PRODUKTION GbR | \n\n Germany | \n\n 35.91% | \n\n 35.91% | \n
| \n Kartell No. 5\u00a0GmbH LUCKY PICS GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Lucky Pics GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MadeFor Film GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MadeFor Music Publishing GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Major Minor Musikverlag GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MILE 108\u00a0GRIPSTORE GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MTS MANAGEMENT T\u00f6ne Stallmeyer GmbH | \n\n Germany | \n\n 64.65% | \n\n 64.65% | \n
| \n M\u00dcNSTERANER TOURNEESERVICE MTS Live GmbH | \n\n Germany | \n\n 57.47% | \n\n 57.47% | \n
| \n OGP K\u00fcnstlermanagement GmbH | \n\n Germany | \n\n 36.63% | \n\n 36.63% | \n
| \n RAAB TV \u2013\u00a0PRODUKTION GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Rainer LauxProductionsGmbH | \n\n Germany | \n\n 36.63% | \n\n 36.63% | \n
| \n SR Management GmbH | \n\n Germany | \n\n 36.63% | \n\n 36.63% | \n
| \n Banijay Iberia SRL | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n CUARZO PRODUCCIONES SL | \n\n Iberia | \n\n 86.06% | \n\n 86.06% | \n
| \n Diagonal Televisio. S.L.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n DLO PRODUCCIONES SL | \n\n Iberia | \n\n 85.06% | \n\n 85.06% | \n
| \n Endemol Portugal Unipessoal Lda Endemol Shine Iberia S.L.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Funwood Iberica SL | \n\n Iberia | \n\n 45.74% | \n\n 45.74% | \n
| \n Funwood SRL | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Gestmusic Endemol S.A.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Hierro Serie AIE | \n\n Iberia | \n\n 46.10% | \n\n 46.10% | \n
| \n Magnolia TV Espana | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Meric Producciones Audiovisuales AIE | \n\n Iberia | \n\n 46.10% | \n\n 46.10% | \n
| \n Non Stop People Espana SL | \n\n Iberia | \n\n 85.06% | \n\n 85.06% | \n
| \n Porto Cabo Atlantico SL | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Porto Cabo Canarias\u00a0SLU | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Porto Cabo Mediterr\u00e1neo SLU | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Porto Cabo TV SL | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Project Academy Series SL | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n R. Zinman Productions A.I.E. | \n\n Iberia | \n\n 86.59% | \n\n 86.59% | \n
| \n Shine Iberia Portugal. Unipessoal. Lda | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Iberia S.L.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Zeppelin Television S.A.U | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n 4FRIENDS S.R.L | \n\n Italy | \n\n 59.70% | \n\n 59.70% | \n
| \n Ambra Banijay Italia S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n ATLANTIS S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n AURORA TV S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Italia S.p.A (formerly Magnolia SpA) | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY STUDIO ITALY S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Italia S.p.A. | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n ITV MOVIE S.R.L | \n\n Italy | \n\n 81.71% | \n\n 81.71% | \n
| \n L\u2019Officina S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n MadDoll S.R.L | \n\n Italy | \n\n 54.00% | \n\n 54.00% | \n
| \n Milanoroma S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n NONPANIC S.R.L | \n\n Italy | \n\n 53.72% | \n\n 53.72% | \n
| \n Endemol India Private Ltd. India | \n\n India | \n\n 45.67% | \n\n 45.67% | \n
| \n Ink Pen Media Private Ltd. India | \n\n India | \n\n 45.67% | \n\n 45.67% | \n
| \n Logline Production Private Ltd. India | \n\n India | \n\n 45.21% | \n\n 45.21% | \n
| \n Seventauraus Entertainment Studios PV Ltd (BANIJAY ASIA) | \n\n India | \n\n 44.86% | \n\n 44.86% | \n
| \n SOL Production | \n\n India | \n\n 89.54% | \n\n 89.54% | \n
| \n 5th Element AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n 5to Element AB, Sweden | \n\n Nordics | \n\n 80.59% | \n\n 80.59% | \n
| \n BANIJAY FINLAND OY. Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY Holding Suomi OY, Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY INTERNATIONAL ApS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY NORDIC HOLDING ApS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Beforeigners Production AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Denmark AS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Norway AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Finland OY. Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Nordics AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Sweden AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Filmlance International AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Friday TV AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Guidebeast AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Danmark AS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Finland Oy, Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Enterprises AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Management AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Sverige AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n LivePeople ApS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n MAGFIVE Content AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff A/S. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff Entertainment AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff Media Holding AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Meter Television AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Metronome Post AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Metronome Productions A/S. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mutter Media AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NFTV PRODUKSJON AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NORDISK FILM &\u00a0TV PRODUKTION AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NORDISK FILM TV &\u00a0AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NORDISK FILM TV A/S. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n PINEAPPLE ENTERTAINMENT ApS. Denmark | \n\n Nordics | \n\n 45.67% | \n\n 45.67% | \n
| \n RESPIRATOR MEDIA &\u00a0DEVELOPMENT A/S. Denmark | \n\n Nordics | \n\n 44.87% | \n\n 44.87% | \n
| \n Rubicon TV AS. Norway Screen Media. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Screen Media AS, Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Nordics AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Solsidan Produktion HB. Sweden | \n\n Nordics | \n\n 44.77% | \n\n 44.77% | \n
| \n Solsidan Produktion AB. Sweden | \n\n Nordics | \n\n 44.77% | \n\n 44.77% | \n
| \n STO-CPH Produktion AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Film &\u00a0TV Production AB (formerly Yellow Bird Sweden AB) | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Films Aps. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Norge AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellowbird Holding AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellowbird Sweden AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Media AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n 21CF Shine Holdings UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Artists\u2019 Studio Management Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Artists\u2019 Studio TV Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bandit (Delicious 3) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay (Central) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Brands Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Rights Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bazal Productions Ltd. | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Black Mirror Drama (S4) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Black Mirror Drama (S5) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Black Mirror Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n BlackLight (On the Edge Season 3) Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Blacklight Television Ltd (formerly Touchpaper Television) | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Blobhead Productions Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Brighter Pictures Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Broadcast Communications (Productions) Ltd. | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Brown Eyed Boy (MHB) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Brown Eyed Boy Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bwark Films Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bwark production Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Castaway Television Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Channel 12\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n ChannelFlip Media Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dangerous Films Ltd | \n\n United Kingdom | \n\n 70.00% | \n\n 70.00% | \n
| \n Darlow Smithson Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Douglas Road Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dragonfly Film and Television Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dragonfly Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dream Alliance Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama 2\u00a0Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama 3\u00a0Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama 4\u00a0Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Edam SLB Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Electric Robin Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Electric Robin (BTR) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Electric Robin (GOG) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Gaming Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Group Holding UK Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Group Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine International Ltd. | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine International SPV Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol UK Holding Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Worldwide Distribution Holding Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n ES UK Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Fall Productions Ltd | \n\n United Kingdom | \n\n 40.29% | \n\n 40.29% | \n
| \n Far Moor Media Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Flatmates Production Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Good Catch Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Gravity Hill Production Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Green Eyed Boy Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 50.00% | \n
| \n Guilder Productions Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Hawkshead Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Holy Moly Entertainment Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n House of Tomorrow Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n House of Tomorrow Holdings Ltd | \n\n United Kingdom | \n\n 75.50% | \n\n 75.50% | \n
| \n House of Tomorrow Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Ideal World Films Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Ideal World Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial (Seaforth) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Film &\u00a0Television (Frankies House) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Film &\u00a0Television (Horse Opera) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Film &\u00a0Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Music Publishing Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n IWC Media Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Kudos and subsidiaries | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Late Night Shopping Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Lomond Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Love or Money Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Mast Media Big Call ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastercover Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Momedia TV Ltd | \n\n United Kingdom | \n\n 4.48% | \n\n 4.48% | \n
| \n Monogram Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Neon Ink Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n NC Shine Acquisition Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n NC Zodiak Media Ireland Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n New Moon Rising Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Not Driving That Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n OP Media Limited | \n\n United Kingdom | \n\n 67.16% | \n\n 67.16% | \n
| \n OP Talent Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Primetime Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Primetime No 2\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Princess Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n RDF Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Secret Life of Boys 5\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Commercial Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Commercial Ltd (Branch in Singapore) | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Creative (UK) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Ginkgo Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Jet Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Midco Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine North Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Pictures (UK) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Pictures LLP | \n\n United Kingdom | \n\n 44.77% | \n\n 44.77% | \n
| \n Shine TV (Hunted) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine TV Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Simon\u2019s Cat Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n Sound Pocket Music Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Southern Star Sales (UK) Ltd | \n\n United Kingdom | \n\n 85.44% | \n\n 85.44% | \n
| \n Superchargers Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Ted\u2019s Top Ten Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Teen Taxis Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Television Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Comedy Unit Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Fall 2\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Fall 3\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Foundation TV Productions Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Natural Studios Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n The Natural Studios Productions Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n The Russian Bride Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Unofficial TV Company Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect Kids and Family Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect Animation | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect and subsidiaries | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tigress Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tronpipe Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Victoria Real Ltd | \n\n United Kingdom | \n\n 88.15% | \n\n 88.15% | \n
| \n Wark Clements &\u00a0Company Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury (Moreton) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury (The Rig) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury (Troy) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury Production Company Limited | \n\n United Kingdom | \n\n 67.16% | \n\n 67.16% | \n
| \n Wild West (Initial) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wonder Productions Ltd (Wonder Television Limited) | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Workerbee Documentary Films Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Workerbee TV Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Productions UK Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n Yellow Bird UK Ltd | \n\n United Kingdom | \n\n 43.87% | \n\n 43.87% | \n
| \n Young Bwark Ltd | \n\n United Kingdom | \n\n 44.77% | \n\n 44.77% | \n
| \n Zeppotron Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zeppotron Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Kids Studio UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Media Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Music Publishing Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n 1953\u00a0LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n 1982\u00a0Productions, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n 247\u00a0W. 37th St. Location Services. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n 51\u00a0Minds Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n 51\u00a0Minds. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n ACIP CO LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n All Knight Music. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Alpha Blue Music. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Anonymous Music Library. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Ant Eggs Rentals. LLC | \n\n United States | \n\n 45.67% | \n\n 45.67% | \n
| \n Argyle Media. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Atrium Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Authentic Entertainment Holdings LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Authentic Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Authentic Minds. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY ENTERTAINMENT HOLDING US. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY GROUP US HOLDING. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY US | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Mexico and US Hispanic LLC | \n\n United States | \n\n 45.67% | \n\n 45.67% | \n
| \n Banijay Mexico and US Hispanic LLC, S.A.P.I de C.V. | \n\n United States | \n\n 45.65% | \n\n 45.65% | \n
| \n BANIJAY STUDIOS NORTH AMERICA. LLC | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Berkeley Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BG Apple. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BG Peach. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Big Ant Productions. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n BL4\u00a0Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BMP Films. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Bona Fide Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Boomdog Studios. S.A. de C.V. Mexico | \n\n United States | \n\n 45.49% | \n\n 45.49% | \n
| \n Brigadier Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BUNIM MURRAY PRODUCTIONS. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BUNIM MURRAY PRODUCTIONS. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Burbank North Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Candlestick Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n CCCM Projects. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Clock Tower Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Coconunu Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Complete Solution Pictures and Sound. LLC | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Cristal Ball Enterprises. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Crosswalk Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Deep Dish Productions of Chicago. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Distance Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Dos Producciones. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Beyond USA. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Latino N.A. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Boomdog Holding S.A.P.I de C.V. Mexico | \n\n United States | \n\n 45.67% | \n\n 45.67% | \n
| \n Endemol Shine Boomdog. LLC | \n\n United States | \n\n 51.00% | \n\n 51.00% | \n
| \n Endemol Shine Boomdog. S.A.P.I. de C.V. Mexico | \n\n United States | \n\n 45.65% | \n\n 45.65% | \n
| \n Endemol Mexico\u00a0SA de CV. Mexico | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Endemol Shine SPV. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine US Office. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Studios Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n ENDEMOL USA Holding. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n ENDEMOL USA. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n GF Gilms. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Go Ahead Productions. Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Gramercy Global Entertainment. LLC (The Blast) | \n\n United States | \n\n 53.28% | \n\n 53.28% | \n
| \n Gulf Stream Media Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Hashtag Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Hippocratical Productions LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Hizzoner. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Home Brewed Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Home Run Production Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Impressario Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n In the Keys Music. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Keeping Track Music. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Lars &\u00a0Son Moisture Farm. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Lock and Key Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Lock Cut 9. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Look Both Ways Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n M Cable Television. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n M Theory Entertainment. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Media Production Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Middle Man. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Mindring Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Mobility Productions, INC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Monte Pictures. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Mountain View Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Navy Street Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n NJC. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n No Doubt Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Note\u00a0Republic. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n NoVat Productions. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Only On Oxnard. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Onxnard Cats Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Organized Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Original Ink. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Original Media. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Our House Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n New Zealand 1, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n New Zealand 2, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Palisade Productions, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Particle LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Particle VFX. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Pico Script Lab. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n PMPGL. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Production Support Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Proton Production, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Road Rules Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Rough Cut Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n RW Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Screenbox. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n SDE WV. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Shadows Doubt. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Shea Office Space and Furnishings. LLC | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Shine Television. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine US Holdings. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Snack Tray Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Spring Break Films. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n STEPHEN DAVID ENTERTAINMENT | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Stephen David Media. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Suns Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Sunset Ventures. Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Superior Production Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Swampy Projects. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Tabula Rasa Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Tatsy Treat. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n The American Cue Society. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Trade Winds Productions. Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Trapeze Productions, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n True Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n True TTH. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Truly Original. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Turnt Up Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n United Front Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n UP-N-ATOM, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Very Water Logged. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n W. 37th St. Location Services. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Warren and Whitmore, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Wescar. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Wheelhouse Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n World Wars WV. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n YB US HOLDINGS CORT | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n YOLO Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zamora Films. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Americas | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak USA | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Latino Llc | \n\n United States | \n\n 80.59% | \n\n 80.59% | \n
| \n Zodiak Latino S. DE R. L DE C.V. (formerly RM5to Elemento Mexico SDE) | \n\n \n | \n\n 81.51% | \n\n 81.51% | \n
| \n Zoom Equipment Rentals. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Israel Ltd.. Israel | \n\n Rest of the World | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Medya Produlksiyon Ticaret Limited Sirketi, Turkey | \n\n Rest of the World | \n\n 89.09% | \n\n 89.09% | \n
| \n Endemol Middle East Productions\u00a0SAL, Lebanon | \n\n Rest of the World | \n\n 89.36% | \n\n 89.36% | \n
| \n Endemol Shine Brasil Producoes Ltda. Brazil | \n\n Rest of the World | \n\n 87.66% | \n\n 87.66% | \n
| \n Endemol Shine Polska Sp. Z.o.o.. Poland | \n\n Rest of the World | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol South East Asia Pte Ltd. Singapore | \n\n Rest of the World | \n\n 89.54% | \n\n 89.54% | \n
| \n JSC WeiT Media. Russia | \n\n Rest of the World | \n\n 71.63% | \n\n 71.63% | \n
| \n Mastiff LLC. Russia | \n\n Rest of the World | \n\n 67.60% | \n\n 67.60% | \n
| \n Crossmex\u00a0B.V. Netherlands | \n\n Investments in associates | \n\n 53.72% | \n\n 53.72% | \n
| \n Daze MGMT\u00a0SAS | \n\n Investments in associates | \n\n 31.37% | \n\n 31.37% | \n
| \n Double Dutch Productions Lrd | \n\n Investments in associates | \n\n 44.68% | \n\n 44.68% | \n
| \n Ensemble Entertainment. LLC. United States | \n\n Investments in associates | \n\n 1.34% | \n\n 1.34% | \n
| \n Financi\u00e8re EMG\u00a0SAS. France | \n\n Investments in associates | \n\n 6.82% | \n\n 6.82% | \n
| \n Flow Ventures. LLC. United States | \n\n Investments in associates | \n\n 33.58% | \n\n 33.58% | \n
| \n Foundling Bird Ltd. UK | \n\n Investments in associates | \n\n 8.95% | \n\n 8.95% | \n
| \n LADYKRACHER TV \u2013\u00a0PRODUKTION GmbH. Germany | \n\n Investments in associates | \n\n 35.91% | \n\n 35.91% | \n
| \n M.G. Productions\u00a0SAS (Commercial name: Marathon Studio) | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
| \n MINESTRONE PRODUKTION GbR. Germany | \n\n Investments in associates | \n\n 35.91% | \n\n 35.91% | \n
| \n Playzido Ltd. UK | \n\n Investments in associates | \n\n 17.78% | \n\n 17.78% | \n
| \n Pure Grass Films Ltd. UK | \n\n Investments in associates | \n\n 4.48% | \n\n 4.48% | \n
| \n Second Nature Media\u00a0B.V. Netherlands | \n\n Investments in associates | \n\n 44.77% | \n\n 44.77% | \n
| \n Shine Fiction\u00a0SAS | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
| \n Story Monster. LLC. United States | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
| \n What\u2019s the Story? Sounds Ltd | \n\n Investments in associates | \n\n 22.39% | \n\n 22.39% | \n
| \n Yellowbird YS, LLC. | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
30.2Betclic Everest Group\u2019s sub-group consolidation scope
The table below presents the percentage of ownership interest held by Betclic Everest Group\u00a0SAS in its subsidiaries \u2013 all companies and sub-groups below are fully consolidated \u2013:
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Betclic Everest Group\u00a0SAS | \n\n France | \n\n Holding | \n|
| \n Mangas Gambling Engineering SARL | \n\n France | \n\n 100.00% | \n\n 100.00% | \n
| \n Mangas Everest SAS | \n\n France | \n\n - | \n\n 100.00% | \n
| \n Betclic Overseas SAS(1) | \n\n France | \n\n 90.00% | \n\n 90.00% | \n
| \n Betclic C\u00f4te d'Ivoire SAS(1) | \n\n Ivory Coast | \n\n 90.00% | \n\n - | \n
| \n Betclic S\u00e9n\u00e9gal SAS | \n\n Senegal | \n\n 90.00% | \n\n - | \n
| \n Betclic B\u00e9nin SAS | \n\n Benin | \n\n 90.00% | \n\n - | \n
| \n Betclic Enterprises Ltd | \n\n Malta | \n\n 100.00% | \n\n - | \n
| \n BEM Operations Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n Betclic Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n Mangas Gaming Malta Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n Mangas Investment Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n EG Portugal Sul | \n\n Portugal | \n\n 100.00% | \n\n 100.00% | \n
| \n BC Malta Services Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n BC Makreting Agency Italia Srl | \n\n Italy | \n\n 100.00% | \n\n 100.00% | \n
| \n Euro Gaming Investment SA | \n\n Luxemburg | \n\n 100.00% | \n\n - | \n
| \n Equinox Ltd | \n\n Gibraltar | \n\n 100.00% | \n\n 89.54% | \n
| \n Mater Ltd Gibraltar | \n\n Gibraltar | \n\n 100.00% | \n\n 100.00% | \n
| \n bet-at-home.com AG Germany | \n\n Germany | \n\n 53.90% | \n\n 53.90% | \n
| \n bet-at-home.com AG Austria | \n\n Austria | \n\n 53.90% | \n\n 53.90% | \n
| \n Beteiligungsholding GmbH | \n\n Austria | \n\n 53.90% | \n\n 53.90% | \n
| \n BAH Niederlande GmbH | \n\n Austria | \n\n 53.90% | \n\n - | \n
| \n bet-at-home Holding Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n - | \n
| \n bet-at-home Entertainment Ltd Malta(2) | \n\n Malta | \n\n - | \n\n 100.00% | \n
| \n bet-at-home International Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 53.90% | \n
| \n bet-at-home Internet Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 53.90% | \n
| \n Jonsden Properties Ltd Gibraltar | \n\n Gibraltar | \n\n 53.90% | \n\n 53.90% | \n
| \n Skillstar SARL | \n\n France | \n\n - | \n\n 50.00% | \n
| \n (1)Betclic Overseas (registered in France) and Betclic Ivory Coast (registered in Ivory Coast) were created to operate the market under Lonaci (Loterie nationale de C\u00f4te d\u2019Ivoire) license. (2)bet-at-home.com Entertainment Ltd. Malta was deconsolidated due to loss of control over the company (refer to note 3.1.3.I) on page 222). | \n
1.1Presentation of the business
FL Entertainment\u00a0N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands and listed on Euronext Amsterdam under the symbol \u201cFL\u00a0Entertainment\u201d, hereafter \u201cFL\u00a0Entertainment\u201d, \u201cthe Company\u201d or \u201cthe parent company\u201d, detains and fosters the development of its controlled subsidiaries, hereafter \u201cthe Group\u201d. It encompasses two main business lines operating in the Content production &\u00a0distribution business and the Online sports betting &\u00a0gaming business.
The audiovisual entertainment business, hereafter \u201cthe Content production &\u00a0distribution business line\u201d, is represented by Banijay Group Holding and its subsidiaries, hereafter \u201cBanijay\u201d or \u201cBGH\u201d, which operates in the production of audiovisual programs, distribution and marketing of intellectual property rights in relation to audiovisual and digital contents and/or formats.
The Online sports betting &\u00a0gaming business, hereafter \u201cthe Online sports betting &\u00a0gaming business line\u201d is represented by Betclic Everest Group\u00a0SAS and its subsidiaries, hereafter \u201cBetclic Everest Group\u201d or \"Betclic\" or \u201cBEG\u201d, which operates through its subsidiaries in the European online gaming markets, online casinos, online poker and sports betting. It operates under the names of its known brands such as Betclic and Bet-at-home, the latter being the brand name of bet-at-home.com AG, a listed company on the Frankfurt stock exchange.
As of 31 December 2022, FL Entertainment is the Parent Company of the Group. Its headquarters are located at 5\u00a0rue\u00a0Fran\u00e7ois 1er, 75008 Paris, France. FL Entertainment is ultimately controlled by Lov Group Invest SAS, a private French company.
The consolidated financial statements of the Group for the Financial Year 2022 and the Financial Year 2021\u00a0have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and available on the European Commission website.
The consolidated financial statements are presented in euros. Unless otherwise indicated, all amounts are rounded to the nearest hundred thousand euros, rounding differences may occur.
The audiovisual entertainment business, hereafter \u201cthe Content production &\u00a0distribution business line\u201d, is represented by Banijay Group Holding and its subsidiaries, hereafter \u201cBanijay\u201d or \u201cBGH\u201d, which operates in the production of audiovisual programs, distribution and marketing of intellectual property rights in relation to audiovisual and digital contents and/or formats.
The Online sports betting &\u00a0gaming business, hereafter \u201cthe Online sports betting &\u00a0gaming business line\u201d is represented by Betclic Everest Group\u00a0SAS and its subsidiaries, hereafter \u201cBetclic Everest Group\u201d or \"Betclic\" or \u201cBEG\u201d, which operates through its subsidiaries in the European online gaming markets, online casinos, online poker and sports betting. It operates under the names of its known brands such as Betclic and Bet-at-home, the latter being the brand name of bet-at-home.com AG, a listed company on the Frankfurt stock exchange.
2.2Scope of consolidation
The consolidated Group is the continuity of the reporting entity reflected in the Combined Financial Statements. The constitution of the Group\u2019s results from contribution of entities to FL\u00a0Entertainment, without modification in fine of the control by Financi\u00e8re Lov (refer to notes\u00a01.2 and 3.1.1 II) on pages 205 and 220). These operations are therefore a combination between entities under common control. This type of combination is excluded from the scope of IFRS\u00a03 Business Combinations. In the absence of an IFRS\u00a0standard specifically applicable to such a transaction, the Group has elected to recognize them using the pooling of interests\u2019 method based on the existing book value (predecessor value accounting) in the Financi\u00e8re Lov historical consolidated financial statements. The pooling of interests was applied retrospectively. The legal entities and sub-groups forming part of the Group are as follows:
| \n Name of the legal entity\u00a0or sub-group | \n\n Country of incorporation | \n\n % of ownership interest | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n||
| \n FL Entertainment | \n\n The Netherlands | \n\n Parent company | \n\n - | \n
| \n Pegasus Entrepreneurial Acquisition Company Europe\u00a0B.V. | \n\n The Netherlands | \n\n Merged into FL Entertainment | \n\n - | \n
| \n Lov Banijay | \n\n France | \n\n Merged into FL Entertainment | \n\n 100.00% | \n
| \n LDH | \n\n France | \n\n Merged into Lov Banijay | \n\n 51.60% | \n
| \n Mangas Lov | \n\n France | \n\n Merged into Lov Banijay | \n\n 100.00% | \n
| \n Sub-group Betclic Everest Group | \n\n \n | \n\n \n | \n\n \n | \n
| \n \u2022Betclic Everest Group | \n\n France | \n\n 94.60% | \n\n 47.30% | \n
| \n \u2022Subsidiaries | \n\n Note 30.2 | \n\n Note 30.2 | \n\n Note 30.2 | \n
| \n Sub-group Banijay | \n\n \n | \n\n \n | \n\n \n | \n
| \n \u2022Banijay Group Holding | \n\n France | \n\n 100.00% | \n\n 34.64% | \n
| \n \u2022Banijay Group | \n\n France | \n\n 92.26% | \n\n 89.54% | \n
| \n \u2022Subsidiaries | \n\n Note 30.1 | \n\n Note 30.1 | \n\n Note 30.1 | \n
All companies and sub-groups in the table above are fully consolidated. However, the sub-groups have interests in associates and joint ventures. The detailed list of the legal entities is available in note\u00a030 on page 273.
These consolidated financial statements are the continuation of the Combined Financial Statements as of and for the year ended 31\u00a0December 2021 as included in the Prospectus and that have been authorized for issuance by the Board of Directors of Financi\u00e8re Lov\u00a0SAS at its meeting held on 9\u00a0May 2022. There is no significant change in accounting standards between the 2021 comparative consolidated financial statements and the 2021 Combined Financial Statements.
A related party is a person or an entity that is related to the Group. These include both people and entities that have, or are subject to, the influence or control of the Group (e.g.,\u00a0shareholders, key management personnel). Transactions with related parties are accounted for in accordance with the requirements of relevant IFRS and take into account the substance as well as the legal form.
3.1.1Holding
II)Business Combination Agreement \u2013\u00a0Transaction Between FL Entertainment and the SPAC Pegasus Entrepreneurs
Group\u2019s reorganization
On 10\u00a0May 2022, the Company entered into an investment agreement with Financi\u00e8re Lov and St\u00e9phane Courbit, Lov Group Invest, Monte-Carlo SBM International S.\u00e0.r.l (SBM International), Dea Communications\u00a0SA (De Agostini), F.\u00a0Marc de Lacharri\u00e8re (Fimalac), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2\u00a0SAS (a subsidiary of the Sponsor Tikehau Capital SC), Poseidon Entrepreneurs Financial Sponsor\u00a0SAS (a subsidiary of the Sponsor Financi\u00e8re Agache\u00a0SA), Financi\u00e8re Agache (a Sponsor), Vivendi Content (Vivendi), Soci\u00e9t\u00e9 d\u2019Investissements et de Gestion \u2013\u00a0SIG 116\u00a0and Vivendi SE.
On 22\u00a0June 2022, the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the Investment Agreement). Pursuant to the Investment Agreement, Financi\u00e8re Lov agreed to subscribe for and, on 30\u00a0June 2022\u00a0received in return for its investment, 13,520,565\u00a0newly issued Ordinary Shares, 13,520,565\u00a0newly issued Special Voting Shares A (SVS) and 13,000,000\u00a0newly issued Earn-Out Preference Shares A, 3,500,000\u00a0newly issued Earn-Out Preference Shares B and 3,500,000\u00a0newly issued Earn-Out Preference Shares C (together Earn-out Shares), for an aggregate amount of \u20ac250,000,000. Further to the terms of the Investment Agreement, Financi\u00e8re Lov has received such shares in return for its investment on 30\u00a0June 2022.
Pursuant to (i) the Business Combination Agreement entered into by FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurs, and (ii) the investment agreement entered into by Financi\u00e8re Lov, Pegasus Entrepreneurs, SBM International, DEA Communications\u00a0SA, Fimalac, Vivendi, Tikehau Capital and Financi\u00e8re Agache on 10\u00a0May 2022, the Group conducted reorganization between entities within Financi\u00e8re Lov Group and with minority interests in order to achieve the transaction described below. The reorganization steps were implemented as follows (the\u00a0Lov Reorganization):
a.the merger of Mangas Lov into Lov Banijay, Lov Banijay being the surviving entity;
b.the distribution by Lov Banijay of part of its share premium to Financi\u00e8re Lov as its sole shareholder;
c.the contribution of all shares of LDH held by Financi\u00e8re Lov to Lov Banijay;
d.the contribution and sale of all LDH shares held by DEA Communications\u00a0SA to Lov Banijay. The sale will be financed by a vendor loan granted by DEA Communications\u00a0SA to Lov Banijay for an amount of \u20ac99.5\u00a0million;
e.the contribution of all LDH shares held by one of the shareholders (Fimalac) to Lov Banijay;
f.the contribution of all Banijay shares, held by Vivendi Content to LDH in exchange for shares in LDH, resulting in LDH holding the entire share capital of Banijay;
g.the contribution of all LDH shares held by Vivendi Content to Lov Banijay in exchange for shares in Lov Banijay, resulting in Lov Banijay holding the entire share capital of LDH;
h.the contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL Entertainment in exchange for Ordinary Shares and Special Voting Shares;
i.the contribution and sale of all Lov Banijay shares held by DEA Communications\u00a0SA\u2019s to FL Entertainment, in exchange for Ordinary Shares;
j.the contribution of all Lov Banijay shares held by Fimalac to FL Entertainment, in exchange for Ordinary Shares;
k.the contribution of all Lov Banijay shares held by Vivendi to FL Entertainment, in exchange for Ordinary Shares;
l.the contribution and sale of all Betclic shares held by SBM International to FL\u00a0Entertainment for, inter alia, Ordinary Shares. The cash consideration amounted to \u20ac425.0\u00a0million of which \u20ac388.5\u00a0million was paid as of 5\u00a0July 2022 and \u20ac36.5 million was financed by a vendor loan granted by SBM International to FL Entertainment;
m.subscription in cash by Financi\u00e8re Lov to a share capital increase of FL Entertainment for an amount of \u20ac250\u00a0million in exchange for:
\u2022i. Ordinary Shares and SVS, and
\u2022ii. Earn-Out Shares bearing a right to conversion into a certain number of FL\u00a0Entertainment Ordinary Shares depending on FL\u00a0Entertainment performance.
The Earn-out Shares have no material economic rights until their conversion and have regular voting rights but Financi\u00e8re Lov would agree not to vote on these Earn-Out Shares in a shareholders\u2019 agreement. The fair market value of the Earn-Out Shares has been assessed by an independent appraiser;
n.the redemption at the combination date (1\u00a0July 2022) of (i) the bonds redeemable in cash or in Ordinary Shares (obligations remboursables en actions ou en num\u00e9raire) for a principal amount of \u20ac90\u00a0million issued by Lov Banijay and subscribed by SIG 116\u00a0(an affiliate of Vivendi) on 23\u00a0February 2016\u00a0and (ii) the bonds redeemable in cash or in Ordinary Shares for a principal amount of \u20ac50\u00a0million issued by Lov Banijay and subscribed by SIG 116\u00a0on 14\u00a0October 2016\u00a0(\u20ac170.5\u00a0million including capitalized interests); and
o.subscription in cash by Vivendi to a share capital increase of FL Entertainment for an amount of \u20ac25\u00a0million, in exchange for Ordinary Shares.
Moreover, Marco Bassetti, CEO of Banijay, has decided on 30\u00a0June 2022\u00a0to contribute its Banijay Group\u2019s shares owned through his holding to FL Entertainment in exchange for Ordinary Shares. In conjunction with Banijay Group\u2019s shares, a shareholders\u2019 agreement was signed between Banijay Group Holding and Marco Bassetti granted to the latter a put option, recognized in the consolidated financial statements. Following the conversion, this agreement becomes devoid of purpose.
The impacts on the consolidated equity are detailed in note\u00a018.1 on page 250.
| \n Note 26 | \n\n Related parties | \n
Related parties consist of:
\u2022group Lov\u2019s controlling shareholders: Financi\u00e8re Lov Group and Lov Group Invest;
\u2022other shareholders, notably: Group Vivendi\u2019s subsidiaries, Fimalac, De Agostini, Monte-Carlo SBM International, Pegasus Founders and Sponsors;
\u2022associates and joint ventures; and
\u2022key management personnel.
26.1Transactions with Financi\u00e8re Lov Group and Lov Group Invest
The Group recorded several transactions with Lov\u2019s controlling shareholder (Financi\u00e8re Lov) and its subsidiaries that are not part of the Group\u2019s consolidation scope, as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Other securities | \n\n (98.3) | \n\n - | \n
| \n Net financial assets/financial liabilities/provisions | \n\n - | \n\n 31.2 | \n
| \n Net trade receivables/payables | \n\n 1.0 | \n\n - | \n
| \n Operating income/operating expenses(1) | \n\n (16.8) | \n\n (14.5) | \n
| \n Financial income/expenses | \n\n 17.0 | \n\n 1.8 | \n
| \n (1)Of which President compensation | \n\n\n | \n\n\n | \n
The annual compensation of the President of Banijay Group, Lov Group Invest (controlled by St\u00e9phane Courbit), a French soci\u00e9t\u00e9 par actions simplifi\u00e9e, having its registered office 5, rue Fran\u00e7ois 1er in Paris (75008), registered under number\u00a0494\u00a0031\u00a0008\u00a0RCS Paris (LGI), has been set at the average of (i) 0.38% of the consolidated turnover of the previous fiscal year and (ii) 2% of the consolidated EBITDA of the previous fiscal year. In case of death of St\u00e9phane Courbit, the President of Banijay Group shall be compensated by Banijay Group an annual compensation equal to 1% of the consolidated EBITDA of the previous fiscal year, with a floor of \u20ac2,500,000\u00a0and capped at \u20ac5,000,000 per year.
In 2022, the shareholders of Betclic Everest Group decided unanimously to set the annual compensation (exclusive of VAT if any) of the President of Betclic Everest Group, Lov Group Invest, as of 1\u00a0January\u00a02021, at 2% of the gross margin realized during the said fiscal year, it being specified that the Gross Margin of Bet-at-home will be taken into account to the extent of the percentage of Betclic Everest Group\u2019s participation on 1\u00a0January of the said fiscal year, as such gross margin is defined in the audited consolidated financial statements of Betclic Everest Group as of 31\u00a0December\u00a02021. Such compensation shall be paid (i) in three instalments within one month of the financial statements, (ii) the balance being paid no later than one month following the closing of the audited consolidated financial statements.
In addition, as detailed in note 3.1.1 II) on page 220, in the context of the Business Combination Agreement, significant transactions occurred between the Group and Financi\u00e8re Lov.
26.2Transactions with other shareholders
| \n (in \u20ac million) | \n\n De Agostini | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n Net financial assets/financial liabilities/provisions | \n\n (101.2) | \n\n - | \n
| \n Net trade receivables/payables | \n\n - | \n\n - | \n
| \n Operating income/operating expenses | \n\n - | \n\n - | \n
| \n Financial income/expenses | \n\n (1.7) | \n\n (2.8) | \n
| \n (in \u20ac million) | \n\n Vivendi | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n Net financial assets/financial liabilities/provisions | \n\n - | \n\n (141.2) | \n
| \n Net trade receivables/payables | \n\n 3.0 | \n\n 3.0 | \n
| \n Operating income/operating expenses | \n\n 40.0 | \n\n 36.0 | \n
| \n Financial income/expenses | \n\n (3.4) | \n\n (10.4) | \n
| \n (in \u20ac million) | \n\n Fimalac | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n Net financial assets/financial liabilities/provisions | \n\n - | \n\n - | \n
| \n Net trade receivables/payables | \n\n - | \n\n - | \n
| \n Operating income/operating expenses | \n\n 3.0 | \n\n 1.0 | \n
| \n Financial income/expenses | \n\n - | \n\n - | \n
| \n (in \u20ac million) | \n\n SBM International | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n Net financial assets/financial liabilities/provisions | \n\n (37.2) | \n\n - | \n
| \n Net trade receivables/payables | \n\n - | \n\n - | \n
| \n Operating income/operating expenses | \n\n - | \n\n - | \n
| \n Financial income/expenses | \n\n (0.6) | \n\n - | \n
| \n (in \u20ac million) | \n\n Pegasus Founders and Sponsors | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n Net financial assets/financial liabilities/provisions | \n\n (24.4) | \n\n - | \n
| \n Net trade receivables/payables | \n\n - | \n\n - | \n
| \n Operating income/operating expenses | \n\n - | \n\n - | \n
| \n Financial income/expenses | \n\n (6.6) | \n\n - | \n
In addition, as detailed in note 3.1.1 II) on page 220, in the context of the Business Combination Agreement, significant transactions occurred between the Group and other shareholders.
26.3Transactions with associates and JV
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Net financial assets/financial liabilities/provisions | \n\n 1.0 | \n\n 1.0 | \n
| \n Net trade receivables/payables | \n\n 1.0 | \n\n 1.0 | \n
| \n Operating income/operating expenses | \n\n - | \n\n 1.0 | \n
| \n Financial income/expenses | \n\n 1.0 | \n\n - | \n
26.4Key Management Personnel compensation
Key management personnel, who have the authority and responsibility for planning, directing and controlling the activities, directly or indirectly, are the members of the Board of Directors, the CEO of Banijay Group(34) and the CEO of Betclic Everest Group. The compensation of the key management personnel is detailed in the table below:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Short-term employee benefits (fixed salary and variable component) | \n\n (2.0) | \n\n (1.9) | \n
| \n Post-employment benefits (IAS\u00a019) | \n\n - | \n\n - | \n
| \n Other long-term benefits | \n\n - | \n\n - | \n
| \n Termination benefits | \n\n - | \n\n - | \n
| \n Share-based payment | \n\n (26.1) | \n\n (211.1) | \n
| \n Total compensation to key management personnel | \n\n (28.1) | \n\n (213.0) | \n
| \n (1)Position currently occupied by Marco Bassetti, who holds 1.9% of FL\u00a0Entertainment\u2019s shares. | \n
Moreover, attendance fees allocated to the Board of Directors\u2019 members amounted to \u20ac0.3 million in 2022.
26.4.1 Remuneration of Executive Directors in 2022
The individual remuneration in 2022 for each Executive Director paid was as follows:
| \n Name | \n\n Base salary | \n
| \n Mr Fran\u00e7ois Riahi | \n\n \u20ac525,000(1) | \n
| \n Mrs Sophie Kurinckx | \n\n \u20ac475,000 | \n
| \n (1)As from November 2022, Fran\u00e7ois Riahi\u2019s base salary was increased to \u20ac750,000. | \n
For the year ending 31\u00a0December 2022, both Executive Directors have been paid for the period that they have been in office, respectively a remuneration of \u20ac300,000 for the CEO and \u20ac219,231 for the CFO (fixed salary). In addition, the Executive Directors benefit from a termination indemnity equal to a 12-month base salary.
The mix between the fixed and the variable remuneration components for our Executive Directors is as follows:
| \n Name | \n\n Fixed | \n\n Variable | \n
| \n Mr Fran\u00e7ois Riahi | \n\n 100% | \n\n 0% | \n
| \n Mrs Sophie Kurinckx | \n\n 100% | \n\n 0% | \n
Mr Fran\u00e7ois Riahi benefits, as chief executive officer of Financi\u00e8re Lov, from a long-term incentive plan which takes into account the value-creation at the level of the Company. In this respect, Mr\u00a0Fran\u00e7ois Riahi's incentive is aligned to the interests of the Company's shareholders.
Before becoming the chief financial officer of the Company, Mrs\u00a0Sophie Kurinckx was the chief financial officer of the Banijay Group. As such, for the first six months of 2022, she has also received remuneration from the Banijay Group. Her remuneration as chief financial officer of the Banijay Group for the year 2022 was agreed as follows:
| \n Name | \n\n Base salary | \n\n Bonus | \n\n Allowance | \n
| \n Mrs Sophie Kurinckx | \n\n \u20ac280,500 | \n\n \u20ac340,250 | \n\n \u20ac38,837 | \n
In 2022, Mrs Sophie Kurinckx received a lump sum payment of \u20ac283,250 in the context of her leaving Banijay.
In July\u00a02020, Mrs Sophie Kurinckx received free Banijay Group\u00a0SAS shares. These shares are not yet vested but the benefit of them will be maintained under the current conditions. Furthermore, Mrs Sophie Kurinckx benefits at the level of Banijay Group from a long-term cash incentive. The amount depends on the valuation of Banijay Group\u00a0SAS at the time of payment. To date, the vested part is valued at \u20ac706,202.
As the Company has been incorporated and listed in 2022, no historical information can be provided with respect to the annual change in remuneration over the last five financial years. The Company intends to provide this information in the 2023 Universal Registration Document.
26.4.2 Remuneration of Non-Executive Directors in 2022
The table below sets forth the remuneration of the Non-Executive Directors paid for 2022. The amounts reflect the annual fee awarded for the services as Non-Executive Director and any additional roles as member of a committee or Chairperson of the Board or a committee, from the date of their appointment.
| \n Name | \n\n Base salary | \n
| \n Mr St\u00e9phane Courbit | \n\n \u20ac0(1) | \n
| \n Mr Pierre Cuilleret | \n\n \u20ac30,000 | \n
| \n Mrs Susana Gallardo | \n\n \u20ac37,500 | \n
| \n Mrs El\u00e9onore Ladreit de Lacharri\u00e8re | \n\n \u20ac25,000 | \n
| \n Mrs C\u00e9cile L\u00e9vi | \n\n \u20ac32,500 | \n
| \n Mr Alain Minc | \n\n \u20ac35,000 | \n
| \n Mrs Marella Moretti | \n\n \u20ac30,000 | \n
| \n Mr Herv\u00e9 Philippe | \n\n \u20ac30,000 | \n
| \n Mr Yves de Toytot | \n\n \u20ac30,000 | \n
| \n (1)Mr St\u00e9phane Courbit has waived his right to compensation as Chairman of the Board and Non-Executive Director. | \n
26.4.3 Remuneration of the Senior Management Members in 2022
Remuneration
For the year 2022, the total aggregate remuneration of the Senior Management Members paid by any entity within the Group was approximately \u20ac1,650,000. This amount does not take into account the long-term incentive plan provided to the Senior Management Members.
The Company does not pay the Senior Management Members' compensation for 2022, except to the extent it is awarded any grants under a LTIP which is expected to be put in place. The remuneration will be paid by other companies within the Group. The Group does not anticipate any material increase of the Senior Management Members' compensation for 2022.
Equity holdings of Senior Management Members
As of 31 December 2022, Marco Bassetti indirectly holds 6,916,269 Ordinary Shares through a holding vehicle, which he received as a result of an equity contribution of 2,690,437 shares in Banijay as part of the Lov\u2019s reorganization. Other than as set out above, as of 31\u00a0December 2022, none of the Senior Management Members directly owns shares or stock options giving access to the share capital of the Company.
Senior Management Team long-term incentive plan (LTIP)
The Company intends to implement a LTIP in favor of Nicolas B\u00e9raud, which is aimed at aligning the interests of Nicolas B\u00e9raud with the interests of the long-term shareholders, and which provides an incentive for longer term commitment and retention of Nicolas B\u00e9raud.
Under the Articles of Association of the Company, the Board is designated to issue Ordinary Shares or grant rights to subscribe for Ordinary Shares up to 3% of the issued shares at the time of issuance, in connection with any LTIP.
1.2Group\u2019s constitution
FL entertainment\u00a0B.V. has been incorporated on 10\u00a0March 2022. Prior to the contribution of the subsidiaries to FL\u00a0Entertainment, the simplified structure of the Group was the following:
After the completion of the transactions described in note\u00a03.1.1 II), the simplified structure of the Group is the following:
The constitution of the Group therefore results from transfers of entities within Financi\u00e8re Lov Group, without modification of the Financi\u00e8re Lov\u2019s control on the Group. Therefore, the Group results from a combination between entities under common control (refer to note\u00a03.1.1 II) on page 220).
2.2Scope of consolidation
The consolidated Group is the continuity of the reporting entity reflected in the Combined Financial Statements. The constitution of the Group\u2019s results from contribution of entities to FL\u00a0Entertainment, without modification in fine of the control by Financi\u00e8re Lov (refer to notes\u00a01.2 and 3.1.1 II) on pages 205 and 220). These operations are therefore a combination between entities under common control. This type of combination is excluded from the scope of IFRS\u00a03 Business Combinations. In the absence of an IFRS\u00a0standard specifically applicable to such a transaction, the Group has elected to recognize them using the pooling of interests\u2019 method based on the existing book value (predecessor value accounting) in the Financi\u00e8re Lov historical consolidated financial statements. The pooling of interests was applied retrospectively. The legal entities and sub-groups forming part of the Group are as follows:
| \n Name of the legal entity\u00a0or sub-group | \n\n Country of incorporation | \n\n % of ownership interest | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n||
| \n FL Entertainment | \n\n The Netherlands | \n\n Parent company | \n\n - | \n
| \n Pegasus Entrepreneurial Acquisition Company Europe\u00a0B.V. | \n\n The Netherlands | \n\n Merged into FL Entertainment | \n\n - | \n
| \n Lov Banijay | \n\n France | \n\n Merged into FL Entertainment | \n\n 100.00% | \n
| \n LDH | \n\n France | \n\n Merged into Lov Banijay | \n\n 51.60% | \n
| \n Mangas Lov | \n\n France | \n\n Merged into Lov Banijay | \n\n 100.00% | \n
| \n Sub-group Betclic Everest Group | \n\n \n | \n\n \n | \n\n \n | \n
| \n \u2022Betclic Everest Group | \n\n France | \n\n 94.60% | \n\n 47.30% | \n
| \n \u2022Subsidiaries | \n\n Note 30.2 | \n\n Note 30.2 | \n\n Note 30.2 | \n
| \n Sub-group Banijay | \n\n \n | \n\n \n | \n\n \n | \n
| \n \u2022Banijay Group Holding | \n\n France | \n\n 100.00% | \n\n 34.64% | \n
| \n \u2022Banijay Group | \n\n France | \n\n 92.26% | \n\n 89.54% | \n
| \n \u2022Subsidiaries | \n\n Note 30.1 | \n\n Note 30.1 | \n\n Note 30.1 | \n
All companies and sub-groups in the table above are fully consolidated. However, the sub-groups have interests in associates and joint ventures. The detailed list of the legal entities is available in note\u00a030 on page 273.
These consolidated financial statements are the continuation of the Combined Financial Statements as of and for the year ended 31\u00a0December 2021 as included in the Prospectus and that have been authorized for issuance by the Board of Directors of Financi\u00e8re Lov\u00a0SAS at its meeting held on 9\u00a0May 2022. There is no significant change in accounting standards between the 2021 comparative consolidated financial statements and the 2021 Combined Financial Statements.
I)Incorporation of FL Entertainment\u00a0N.V. (former\u00a0B.V.)
FL Entertainment\u00a0B.V. has been incorporated on 10\u00a0March 2022. Until of 30\u00a0June 2022, this Company was a private limited liability company under the Dutch law, with a tax residency in France.
On 1\u00a0July 2022, following the Business Combination Agreement described below, FL Entertainment\u00a0BV changed its legal structure from\u00a0B.V. (Private limited company) to\u00a0N.V. (public limited company). Its tax residency is still in France.
II)Business Combination Agreement \u2013\u00a0Transaction Between FL Entertainment and the SPAC Pegasus Entrepreneurs
FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurial Acquisition Company Europe\u00a0B.V. (Pegasus Entrepreneurs), a special purpose acquisition company (SPAC) focused on European growth companies listed and traded on Euronext Amsterdam, entered on 10\u00a0May 2022\u00a0into a definitive Business Combination Agreement amended on 22\u00a0June 2022\u00a0(Business Combination Agreement). The transaction consists of (i) the Business Combination of FL Entertainment and Pegasus Entrepreneurs resulting in a public listing of FL\u00a0Entertainment on Euronext Amsterdam (Business Combination, (ii) the equity roll-over of the minority shareholders in the Banijay Group (Vivendi, Fimalac and De Agostini) and Betclic Everest Group (SBM International) to become shareholders of FL Entertainment, and (iii) raising of \u20ac646\u00a0million of proceeds.
Group\u2019s reorganization
On 10\u00a0May 2022, the Company entered into an investment agreement with Financi\u00e8re Lov and St\u00e9phane Courbit, Lov Group Invest, Monte-Carlo SBM International S.\u00e0.r.l (SBM International), Dea Communications\u00a0SA (De Agostini), F.\u00a0Marc de Lacharri\u00e8re (Fimalac), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2\u00a0SAS (a subsidiary of the Sponsor Tikehau Capital SC), Poseidon Entrepreneurs Financial Sponsor\u00a0SAS (a subsidiary of the Sponsor Financi\u00e8re Agache\u00a0SA), Financi\u00e8re Agache (a Sponsor), Vivendi Content (Vivendi), Soci\u00e9t\u00e9 d\u2019Investissements et de Gestion \u2013\u00a0SIG 116\u00a0and Vivendi SE.
On 22\u00a0June 2022, the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the Investment Agreement). Pursuant to the Investment Agreement, Financi\u00e8re Lov agreed to subscribe for and, on 30\u00a0June 2022\u00a0received in return for its investment, 13,520,565\u00a0newly issued Ordinary Shares, 13,520,565\u00a0newly issued Special Voting Shares A (SVS) and 13,000,000\u00a0newly issued Earn-Out Preference Shares A, 3,500,000\u00a0newly issued Earn-Out Preference Shares B and 3,500,000\u00a0newly issued Earn-Out Preference Shares C (together Earn-out Shares), for an aggregate amount of \u20ac250,000,000. Further to the terms of the Investment Agreement, Financi\u00e8re Lov has received such shares in return for its investment on 30\u00a0June 2022.
Pursuant to (i) the Business Combination Agreement entered into by FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurs, and (ii) the investment agreement entered into by Financi\u00e8re Lov, Pegasus Entrepreneurs, SBM International, DEA Communications\u00a0SA, Fimalac, Vivendi, Tikehau Capital and Financi\u00e8re Agache on 10\u00a0May 2022, the Group conducted reorganization between entities within Financi\u00e8re Lov Group and with minority interests in order to achieve the transaction described below. The reorganization steps were implemented as follows (the\u00a0Lov Reorganization):
a.the merger of Mangas Lov into Lov Banijay, Lov Banijay being the surviving entity;
b.the distribution by Lov Banijay of part of its share premium to Financi\u00e8re Lov as its sole shareholder;
c.the contribution of all shares of LDH held by Financi\u00e8re Lov to Lov Banijay;
d.the contribution and sale of all LDH shares held by DEA Communications\u00a0SA to Lov Banijay. The sale will be financed by a vendor loan granted by DEA Communications\u00a0SA to Lov Banijay for an amount of \u20ac99.5\u00a0million;
e.the contribution of all LDH shares held by one of the shareholders (Fimalac) to Lov Banijay;
f.the contribution of all Banijay shares, held by Vivendi Content to LDH in exchange for shares in LDH, resulting in LDH holding the entire share capital of Banijay;
g.the contribution of all LDH shares held by Vivendi Content to Lov Banijay in exchange for shares in Lov Banijay, resulting in Lov Banijay holding the entire share capital of LDH;
h.the contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL Entertainment in exchange for Ordinary Shares and Special Voting Shares;
i.the contribution and sale of all Lov Banijay shares held by DEA Communications\u00a0SA\u2019s to FL Entertainment, in exchange for Ordinary Shares;
j.the contribution of all Lov Banijay shares held by Fimalac to FL Entertainment, in exchange for Ordinary Shares;
k.the contribution of all Lov Banijay shares held by Vivendi to FL Entertainment, in exchange for Ordinary Shares;
l.the contribution and sale of all Betclic shares held by SBM International to FL\u00a0Entertainment for, inter alia, Ordinary Shares. The cash consideration amounted to \u20ac425.0\u00a0million of which \u20ac388.5\u00a0million was paid as of 5\u00a0July 2022 and \u20ac36.5 million was financed by a vendor loan granted by SBM International to FL Entertainment;
m.subscription in cash by Financi\u00e8re Lov to a share capital increase of FL Entertainment for an amount of \u20ac250\u00a0million in exchange for:
\u2022i. Ordinary Shares and SVS, and
\u2022ii. Earn-Out Shares bearing a right to conversion into a certain number of FL\u00a0Entertainment Ordinary Shares depending on FL\u00a0Entertainment performance.
The Earn-out Shares have no material economic rights until their conversion and have regular voting rights but Financi\u00e8re Lov would agree not to vote on these Earn-Out Shares in a shareholders\u2019 agreement. The fair market value of the Earn-Out Shares has been assessed by an independent appraiser;
n.the redemption at the combination date (1\u00a0July 2022) of (i) the bonds redeemable in cash or in Ordinary Shares (obligations remboursables en actions ou en num\u00e9raire) for a principal amount of \u20ac90\u00a0million issued by Lov Banijay and subscribed by SIG 116\u00a0(an affiliate of Vivendi) on 23\u00a0February 2016\u00a0and (ii) the bonds redeemable in cash or in Ordinary Shares for a principal amount of \u20ac50\u00a0million issued by Lov Banijay and subscribed by SIG 116\u00a0on 14\u00a0October 2016\u00a0(\u20ac170.5\u00a0million including capitalized interests); and
o.subscription in cash by Vivendi to a share capital increase of FL Entertainment for an amount of \u20ac25\u00a0million, in exchange for Ordinary Shares.
Moreover, Marco Bassetti, CEO of Banijay, has decided on 30\u00a0June 2022\u00a0to contribute its Banijay Group\u2019s shares owned through his holding to FL Entertainment in exchange for Ordinary Shares. In conjunction with Banijay Group\u2019s shares, a shareholders\u2019 agreement was signed between Banijay Group Holding and Marco Bassetti granted to the latter a put option, recognized in the consolidated financial statements. Following the conversion, this agreement becomes devoid of purpose.
The impacts on the consolidated equity are detailed in note\u00a018.1 on page 250.
Forward purchase agreement
On 10\u00a0December 2021, Pegasus Entrepreneurs entered into a forward purchase agreement with Tikehau Capital and Financi\u00e8re Agache (the \u201cForward Purchase Agreement\u201d or \u201cFPA\u201d). Pursuant to the Forward Purchase Agreement, each of Tikehau Capital and Financi\u00e8re Agache have agreed to purchase from Pegasus Entrepreneurs up to 2,500,000\u00a0class A ordinary shares in Pegasus Entrepreneurs\u2019 capital (the \u201cPegasus Ordinary Shares\u201d) and up to 833,333\u00a0Pegasus Public Warrants, for an amount of up to \u20ac25,000,000 each (representing the number of Pegasus Ordinary Shares purchased under the Forward Purchase Agreement multiplied by \u20ac10.00), in a private placement that occurred simultaneously with the Business Combination. Since the Merger became effective on 1\u00a0July 2022\u00a0(refer to note\u00a0iii)) and Pegasus Entrepreneurs was the disappearing entity, Tikehau Capital and Financi\u00e8re Agache each subscribed for 2,500,000\u00a0newly issued Ordinary Shares in the Company\u2019s capital and 833,333\u00a0Warrants (together the \u201cForward Purchase Securities\u201d), for an aggregate amount of \u20ac25,000,000 each. Tikehau Capital and Financi\u00e8re Agache received the Forward Purchase Securities on 1\u00a0July 2022.
Because this agreement was concluded by Pegasus Entrepreneurs and Tikehau Capital and Financi\u00e8re Agache at the creation of Pegasus Entrepreneurs, it has been analyzed as part of the Merger.
Merger between FL Entertainment and the SPAC Pegasus Entrepreneurs
On 23\u00a0June 2022, Pegasus Entrepreneurs has obtained shareholders\u2019 approval for the Business Combination with FL Entertainment at the extraordinary general meeting.
The Business Combination has been completed on 1\u00a0July 2022. As a result, FL Entertainment and Pegasus Entrepreneurs merged at this date, FL Entertainment being the surviving entity. Since then, FL Entertainment is listed on Euronext Amsterdam and all Ordinary Shares and public Warrants are traded under the symbols \u201cFL\u00a0Entertainment\u201d and \u201cFL\u00a0EntertainmentW\u201d respectively with international securities identification number (ISIN) NL0015000X07\u00a0and NL0015000H56\u00a0respectively on Euronext Amsterdam.
As FL Entertainment is the accounting acquirer of the SPAC, the transaction is not considered as a business combination as defined by IFRS\u00a03. The Group received the net assets of the SPAC as well as a listing service in exchange of an issue of shares, which is considered as an equity-settled share-based payment transaction.
The fair value of the Pegasus\u2019 assets acquired, and the liabilities assumed at the date of the combination amounted as follows:
| \n Financial assets | \n\n \u20ac164.3\u00a0million | \n
| \n Cash | \n\n \u20ac2.1\u00a0million | \n
| \n Customers and other receivables | \n\n \u20ac0.4\u00a0million | \n
| \n Founder Shares | \n\n \u20ac(46.2)\u00a0million | \n
| \n Founder Warrants | \n\n \u20ac(3.7)\u00a0million | \n
| \n Public Warrants | \n\n \u20ac(2.2)\u00a0million | \n
| \n Trade payables and other creditors | \n\n \u20ac(11.8)\u00a0million | \n
| \n Fair value of the accounting Pegasus Entrepreneurs\u2019 net identifiable assets | \n\n \u20ac103.1\u00a0million | \n
Financial assets comprised Pegasus\u2019s escrow account, after the redemption of class A Pegasus Ordinary Shares requested by some Pegasus\u2019 shareholders and included the amount related to Tikehau Capital and Financi\u00e8re Agache subscriptions for \u20ac25\u00a0million each in the context of the FPA (refer to note\u00a03.1.1 II ii on page 221)(33).
Pegasus issued 5,150,000\u00a0Founder Shares to the sponsors and 100,000\u00a0Founder Shares to Non-Executive Directors and Chief Financial Officer. Pegasus issued 5,250,000\u00a0Founder Warrants and 7,000,000\u00a0public Warrants (excluding treasury shares Warrants) to the sponsors and shareholders. In addition, the number of public Warrants includes 1,666,666\u00a0Warrants issued to Tikehau Capital and Financi\u00e8re Agache in the context of Forward Purchase Agreement (833,333\u00a0Warrants for each party). These Founder Shares, Founders Warrants and public Warrants are assumed for by FL Entertainment (refer to note\u00a021 on page 254).
In counterpart, FL Entertainment has issued 16,426,140\u00a0Ordinary Shares for a fair value of \u20ac188.9\u00a0million. This number of shares includes the 5,000,000\u00a0Ordinary Shares subscribed by Tikehau Capital and Financi\u00e8re Agache in the context of the FPA. Because this agreement was concluded with Pegasus since the creation of Pegasus, it has been analyzed as part of the combination (refer to note\u00a018.1 on page 250).
The difference between the fair value of the instruments issued and the net identifiable assets reflect the listing services. In accordance with IFRS\u00a02, this service expense amounting to \u20ac85.7\u00a0million has been recognized in the consolidated income statement (refer to note\u00a09 on page\u00a0233).
Issuance of FL\u00a0Entertainment securities in exchange
of Pegasus securities
Due to the Merger of Pegasus Entrepreneurs into FL\u00a0Entertainment, FL Entertainment issued and delivered Founder Shares, Founder Warrants and public Warrants to the holders of Pegasus Founder Shares, Founder Warrants and public Warrants (one-for-one basis). The characteristics of the FL\u00a0Entertainment securities are similar to Pegasus securities\u2019 characteristics, and are classified as financial liabilities in accordance with IAS\u00a032.
Capital increase in relation with the PIPE Financing
In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the \u201cPIPE Investors\u201d) in a private investment in public equity transaction (the \u201cPIPE Financing\u201d) in the aggregate amount of \u20ac204,230,000. On 5\u00a0July 2022\u00a0(the \u201cSettlement Date\u201d), FL\u00a0Entertainment has issued 20,423,000\u00a0Ordinary Shares and in return for their investment, the PIPE Investors received the total of the 20,423,000\u00a0newly issued Ordinary Shares.
Transaction costs
As of 31\u00a0December 2022, the transaction costs incurred amounted to \u20ac110.1\u00a0million, of which \u20ac4.8\u00a0million related to transactions with non-controlling interests and capital issuance recognized in equity and \u20ac105.3\u00a0million in relation to Group reorganization and Pegasus Merger recognized in P&L. The amount recognized in the P&L includes the \u20ac85.7\u00a0million listing fees accounted under IFRS\u00a02.
3.1.2Content production &\u00a0distribution business
Change in Banijay Group\u2019s shares valuation
Due to rationalization of the shareholder structure in connection with the Group\u2019s reorganization as explained above, the valuation of the Banijay Group\u2019s shares has been reassessed upwards. As a consequence, the Banijay Group\u2019s liabilities in connection with the LTIP and incentive debt and its liabilities in connection with the outstanding put option agreements have been reassessed after the reorganization. This reassessment has resulted in an increase of the aforementioned liabilities by \u20ac114\u00a0million.
3.1.3Online sports betting &\u00a0gaming business
I)Liquidation of Bet-at-home.com Entertainment\u00a0Ltd
On 22\u00a0December 2021, sub-group BEG announced the winding up by the court procedure of bet-at-home.com Entertainment Ltd, a\u00a0Maltese entity operating the casino activity under license MGA (Malta Gaming Authority), consolidated at 53.90% as of December\u00a02021, which took effect in the first semester of 2022. The Group has determined that this activity does not meet the definition of discontinued operations as provided by IFRS\u00a05\u00a0Non-Current Assets Held for Sale and Discontinued Operations.
II)Players Dispute in Bet-at-Home Sub-Group\u2019s Austrian Market
A decision of the Austrian Supreme Court confirming the actual online casino monopoly of the Austrian gaming regulation and its compliance with European law, dated 1\u00a0September 2021, triggered casino players to file legal claims to obtain the reimbursement of their gaming losses incurred with unlicensed operators in Austria. Following this decision, Bet-at-home sub-group has decided to accrue for all cases of players claiming reimbursement of their losses on the casino activity in Austria. As of 31\u00a0December 2021, the provisions thus constituted, which also include legal fees related to these disputes, amounted to \u20ac27.1\u00a0million and were recognized as non-current expenses.
As a result of the loss of control due to the winding up proceedings (winding up by the court) over bet-at-home.com Entertainment Ltd, which has been confirmed by the court on 13\u00a0May 2022, with retroactive effect from the date of the application, the Company had to be deconsolidated from the Bet-at-home sub-group (refer to note\u00a03.1.3 I on page 222), resulting in the disposal of the provision recognized as of 31\u00a0December 2021.
| \n Note 30 | \n\n List of sub-group Banijay\u2019s and sub-group BEG\u2019s subsidiaries | \n
30.1Banijay\u2019s sub-group consolidation scope
The table below presents the percentage of ownership interest in Banijay Group\u2019s subsidiaries held by the Group (including the FL\u00a0Entertainment indirect ownership):
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31 December 2022 | \n\n 31 December 2021 | \n
| \n Banijay Group | \n\n France | \n\n Holding | \n|
| \n France Adventure Line Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Baba Funny League | \n\n France | \n\n - | \n\n - | \n
| \n Air Productions Sas | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n ALP Music S.A.R.L. | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Atypic Talents\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 3 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 4 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 7 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 8 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Digital\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Editing\u00a0SAS | \n\n France | \n\n 29.82% | \n\n 29.82% | \n
| \n Banijay Entertainment\u00a0SASU | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay France\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Group\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay International\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Library\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Prod ca Tourne SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Prod Editing SAS (formerly Banijay Central 1) | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Productions Media\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Studios France | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Studios International Holding | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Studios Production Media (ex. Air Productions) | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Talent\u00a0SAS | \n\n France | \n\n 64.02% | \n\n 64.02% | \n
| \n Base Records S.A.R.L | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Big Name\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Bubble Prod\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Connecting Prod\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n D.M.L.S TV\u00a0SAS | \n\n France | \n\n 62.68% | \n\n 62.68% | \n
| \n DMLS Productions | \n\n France | \n\n 62.68% | \n\n 62.68% | \n
| \n DMLS Films | \n\n France | \n\n 62.68% | \n\n 62.68% | \n
| \n Endemol Shine France\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Fiction\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Production\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Festival Air S.A.R.L | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Fiction Air S.A.R.L | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n G\u00e9t\u00e9v\u00e9 Productions\u00a0SASU | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Divertissement Sas | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Fictions Sas | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Jeux SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Productions SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Images on Air\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Jereluc\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n KM Presse SNC | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n KM Prestations SNC | \n\n France | \n\n 0.10% | \n\n 0.10% | \n
| \n KM S.A.S. | \n\n France | \n\n 0.10% | \n\n 0.10% | \n
| \n Les Editions du 5 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Lodition\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n MBG\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Monello Productions\u00a0SAS. France | \n\n France | \n\n 68.05% | \n\n 68.05% | \n
| \n NC Zodiak Kids Central | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Non Stop Edition\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Non Stop Production\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Ollenom Studio\u00a0SAS | \n\n France | \n\n 68.05% | \n\n 68.05% | \n
| \n Pacific Line Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Pistache | \n\n France | \n\n 44.77% | \n\n 44.77% | \n
| \n PLP (Fidgi) | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Soci\u00e9t\u00e9 Miss France\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Shauna Events\u00a0SAS | \n\n France | \n\n 44.81% | \n\n 44.81% | \n
| \n Skillstar Sarl | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Studio 74 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Studio Maboul\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Sublim Talents\u00a0SAS | \n\n France | \n\n 44.81% | \n\n 44.81% | \n
| \n Survivor Central Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Talent Lab\u00a0SAS | \n\n France | \n\n 64.02% | \n\n 64.02% | \n
| \n Team CH1 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Terrence Films | \n\n France | \n\n 50.09% | \n\n 50.09% | \n
| \n Upper Talent\u00a0SAS | \n\n France | \n\n 64.02% | \n\n 64.02% | \n
| \n Vision Air\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Kids Studio France\u00a0SASU | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n 153 PRODUCTIONS NZ LLC | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ALK Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Australia Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Australia Holdings Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Australia Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Australia Services Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Southern Star Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 1 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 2 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 3 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 4 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 5 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 6 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Love Among The Vines Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Love Yarn Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Patiki Media Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Popstarts Productions NZ Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Quimbo\u2019s Quest Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Rosebud Pty Limited\u00a0SAS | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n SAS Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Screentime Commerical Pty Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Screentime New Zealand Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Screentime Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Australia Holdings Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n SPVs | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Straight Forward Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n The Gulf Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n The Landing (Fiji) Pte Limited (Fiji) | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n The Landing Ltd (Samoa) | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Together Forever Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Benelux Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Benelux\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n 625\u00a0TV Producties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n After The Break Productions\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Beyond Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Beyond Opco Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Blockbuster Media\u00a0B.V. (ex: Endemol Shared Services\u00a0BV) | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Call 909\u00a0Nederland\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Central Media Station Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Commando\u2019s TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Costa Film Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n De Mol Catalyst\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Licentie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Nederland Film\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Participatie TV\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Personeel\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Belgium N.V | \n\n Benelux | \n\n 99.99% | \n\n 99.99% | \n
| \n Endemol Shine IP\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Nederland\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Nederland Producties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Russia Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Scripted\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Sport\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Sports Investments\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n ES NL Scripted Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n EWT Holding\u00a0B.V. | \n\n Benelux | \n\n 53.80% | \n\n 53.80% | \n
| \n Gouden Uur TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Grundy/Endemol Nederland V.o.F. | \n\n Benelux | \n\n 44.77% | \n\n 44.77% | \n
| \n Haagse Bluf TV Produkties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Human Playground TV Production\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Koekieloekie TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n NL Film en TV\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n NL Film Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n NL TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Palm Plus Music Publishing\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Scriptstudio\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Simpel Formats\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Simpel Media\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n SNP Holding B.V | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n SNP Media\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n SNP Participaties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Southfields | \n\n Benelux | \n\n 76.83% | \n\n 76.83% | \n
| \n Stanley H. TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Totem Media\u00a0B.V. | \n\n Benelux | \n\n 45.67% | \n\n 45.67% | \n
| \n TV\u00a0BV\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Van der Valk TV Production\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Belgium | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n B&B Endemol AG | \n\n Switzerland | \n\n 36.27% | \n\n 36.27% | \n
| \n Banijay Germany GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Banijay Productions GmbH | \n\n Germany | \n\n 68.24% | \n\n 68.24% | \n
| \n BRAINPOOL Beteiligungsgesellschaft GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n BRAINPOOL Live Artist &\u00a0Brand GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n BRAINPOOL TV GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n CAPE CROSS STUDIO UND FILMLICTHGESELLSCHAFT GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n COLOGNE COMEDY FESTIVAL GmbH (formerly K\u00d6LN COMEDY FESTIVAL GmbH) | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Endemol Shine Germany GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Endemol Shine Group Germany GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Good Humor GmbH | \n\n Germany | \n\n 35.20% | \n\n 35.20% | \n
| \n Good Times Fernsehproduktions GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n HPR PRODUKTION GbR | \n\n Germany | \n\n 35.91% | \n\n 35.91% | \n
| \n Kartell No. 5\u00a0GmbH LUCKY PICS GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Lucky Pics GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MadeFor Film GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MadeFor Music Publishing GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Major Minor Musikverlag GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MILE 108\u00a0GRIPSTORE GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MTS MANAGEMENT T\u00f6ne Stallmeyer GmbH | \n\n Germany | \n\n 64.65% | \n\n 64.65% | \n
| \n M\u00dcNSTERANER TOURNEESERVICE MTS Live GmbH | \n\n Germany | \n\n 57.47% | \n\n 57.47% | \n
| \n OGP K\u00fcnstlermanagement GmbH | \n\n Germany | \n\n 36.63% | \n\n 36.63% | \n
| \n RAAB TV \u2013\u00a0PRODUKTION GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Rainer LauxProductionsGmbH | \n\n Germany | \n\n 36.63% | \n\n 36.63% | \n
| \n SR Management GmbH | \n\n Germany | \n\n 36.63% | \n\n 36.63% | \n
| \n Banijay Iberia SRL | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n CUARZO PRODUCCIONES SL | \n\n Iberia | \n\n 86.06% | \n\n 86.06% | \n
| \n Diagonal Televisio. S.L.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n DLO PRODUCCIONES SL | \n\n Iberia | \n\n 85.06% | \n\n 85.06% | \n
| \n Endemol Portugal Unipessoal Lda Endemol Shine Iberia S.L.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Funwood Iberica SL | \n\n Iberia | \n\n 45.74% | \n\n 45.74% | \n
| \n Funwood SRL | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Gestmusic Endemol S.A.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Hierro Serie AIE | \n\n Iberia | \n\n 46.10% | \n\n 46.10% | \n
| \n Magnolia TV Espana | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Meric Producciones Audiovisuales AIE | \n\n Iberia | \n\n 46.10% | \n\n 46.10% | \n
| \n Non Stop People Espana SL | \n\n Iberia | \n\n 85.06% | \n\n 85.06% | \n
| \n Porto Cabo Atlantico SL | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Porto Cabo Canarias\u00a0SLU | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Porto Cabo Mediterr\u00e1neo SLU | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Porto Cabo TV SL | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Project Academy Series SL | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n R. Zinman Productions A.I.E. | \n\n Iberia | \n\n 86.59% | \n\n 86.59% | \n
| \n Shine Iberia Portugal. Unipessoal. Lda | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Iberia S.L.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Zeppelin Television S.A.U | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n 4FRIENDS S.R.L | \n\n Italy | \n\n 59.70% | \n\n 59.70% | \n
| \n Ambra Banijay Italia S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n ATLANTIS S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n AURORA TV S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Italia S.p.A (formerly Magnolia SpA) | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY STUDIO ITALY S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Italia S.p.A. | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n ITV MOVIE S.R.L | \n\n Italy | \n\n 81.71% | \n\n 81.71% | \n
| \n L\u2019Officina S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n MadDoll S.R.L | \n\n Italy | \n\n 54.00% | \n\n 54.00% | \n
| \n Milanoroma S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n NONPANIC S.R.L | \n\n Italy | \n\n 53.72% | \n\n 53.72% | \n
| \n Endemol India Private Ltd. India | \n\n India | \n\n 45.67% | \n\n 45.67% | \n
| \n Ink Pen Media Private Ltd. India | \n\n India | \n\n 45.67% | \n\n 45.67% | \n
| \n Logline Production Private Ltd. India | \n\n India | \n\n 45.21% | \n\n 45.21% | \n
| \n Seventauraus Entertainment Studios PV Ltd (BANIJAY ASIA) | \n\n India | \n\n 44.86% | \n\n 44.86% | \n
| \n SOL Production | \n\n India | \n\n 89.54% | \n\n 89.54% | \n
| \n 5th Element AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n 5to Element AB, Sweden | \n\n Nordics | \n\n 80.59% | \n\n 80.59% | \n
| \n BANIJAY FINLAND OY. Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY Holding Suomi OY, Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY INTERNATIONAL ApS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY NORDIC HOLDING ApS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Beforeigners Production AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Denmark AS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Norway AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Finland OY. Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Nordics AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Sweden AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Filmlance International AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Friday TV AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Guidebeast AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Danmark AS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Finland Oy, Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Enterprises AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Management AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Sverige AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n LivePeople ApS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n MAGFIVE Content AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff A/S. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff Entertainment AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff Media Holding AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Meter Television AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Metronome Post AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Metronome Productions A/S. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mutter Media AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NFTV PRODUKSJON AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NORDISK FILM &\u00a0TV PRODUKTION AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NORDISK FILM TV &\u00a0AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NORDISK FILM TV A/S. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n PINEAPPLE ENTERTAINMENT ApS. Denmark | \n\n Nordics | \n\n 45.67% | \n\n 45.67% | \n
| \n RESPIRATOR MEDIA &\u00a0DEVELOPMENT A/S. Denmark | \n\n Nordics | \n\n 44.87% | \n\n 44.87% | \n
| \n Rubicon TV AS. Norway Screen Media. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Screen Media AS, Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Nordics AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Solsidan Produktion HB. Sweden | \n\n Nordics | \n\n 44.77% | \n\n 44.77% | \n
| \n Solsidan Produktion AB. Sweden | \n\n Nordics | \n\n 44.77% | \n\n 44.77% | \n
| \n STO-CPH Produktion AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Film &\u00a0TV Production AB (formerly Yellow Bird Sweden AB) | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Films Aps. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Norge AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellowbird Holding AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellowbird Sweden AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Media AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n 21CF Shine Holdings UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Artists\u2019 Studio Management Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Artists\u2019 Studio TV Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bandit (Delicious 3) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay (Central) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Brands Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Rights Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bazal Productions Ltd. | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Black Mirror Drama (S4) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Black Mirror Drama (S5) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Black Mirror Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n BlackLight (On the Edge Season 3) Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Blacklight Television Ltd (formerly Touchpaper Television) | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Blobhead Productions Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Brighter Pictures Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Broadcast Communications (Productions) Ltd. | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Brown Eyed Boy (MHB) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Brown Eyed Boy Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bwark Films Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bwark production Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Castaway Television Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Channel 12\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n ChannelFlip Media Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dangerous Films Ltd | \n\n United Kingdom | \n\n 70.00% | \n\n 70.00% | \n
| \n Darlow Smithson Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Douglas Road Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dragonfly Film and Television Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dragonfly Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dream Alliance Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama 2\u00a0Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama 3\u00a0Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama 4\u00a0Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Edam SLB Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Electric Robin Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Electric Robin (BTR) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Electric Robin (GOG) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Gaming Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Group Holding UK Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Group Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine International Ltd. | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine International SPV Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol UK Holding Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Worldwide Distribution Holding Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n ES UK Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Fall Productions Ltd | \n\n United Kingdom | \n\n 40.29% | \n\n 40.29% | \n
| \n Far Moor Media Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Flatmates Production Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Good Catch Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Gravity Hill Production Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Green Eyed Boy Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 50.00% | \n
| \n Guilder Productions Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Hawkshead Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Holy Moly Entertainment Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n House of Tomorrow Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n House of Tomorrow Holdings Ltd | \n\n United Kingdom | \n\n 75.50% | \n\n 75.50% | \n
| \n House of Tomorrow Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Ideal World Films Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Ideal World Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial (Seaforth) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Film &\u00a0Television (Frankies House) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Film &\u00a0Television (Horse Opera) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Film &\u00a0Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Music Publishing Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n IWC Media Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Kudos and subsidiaries | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Late Night Shopping Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Lomond Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Love or Money Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Mast Media Big Call ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastercover Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Momedia TV Ltd | \n\n United Kingdom | \n\n 4.48% | \n\n 4.48% | \n
| \n Monogram Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Neon Ink Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n NC Shine Acquisition Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n NC Zodiak Media Ireland Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n New Moon Rising Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Not Driving That Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n OP Media Limited | \n\n United Kingdom | \n\n 67.16% | \n\n 67.16% | \n
| \n OP Talent Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Primetime Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Primetime No 2\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Princess Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n RDF Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Secret Life of Boys 5\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Commercial Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Commercial Ltd (Branch in Singapore) | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Creative (UK) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Ginkgo Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Jet Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Midco Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine North Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Pictures (UK) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Pictures LLP | \n\n United Kingdom | \n\n 44.77% | \n\n 44.77% | \n
| \n Shine TV (Hunted) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine TV Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Simon\u2019s Cat Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n Sound Pocket Music Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Southern Star Sales (UK) Ltd | \n\n United Kingdom | \n\n 85.44% | \n\n 85.44% | \n
| \n Superchargers Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Ted\u2019s Top Ten Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Teen Taxis Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Television Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Comedy Unit Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Fall 2\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Fall 3\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Foundation TV Productions Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Natural Studios Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n The Natural Studios Productions Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n The Russian Bride Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Unofficial TV Company Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect Kids and Family Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect Animation | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect and subsidiaries | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tigress Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tronpipe Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Victoria Real Ltd | \n\n United Kingdom | \n\n 88.15% | \n\n 88.15% | \n
| \n Wark Clements &\u00a0Company Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury (Moreton) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury (The Rig) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury (Troy) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury Production Company Limited | \n\n United Kingdom | \n\n 67.16% | \n\n 67.16% | \n
| \n Wild West (Initial) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wonder Productions Ltd (Wonder Television Limited) | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Workerbee Documentary Films Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Workerbee TV Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Productions UK Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n Yellow Bird UK Ltd | \n\n United Kingdom | \n\n 43.87% | \n\n 43.87% | \n
| \n Young Bwark Ltd | \n\n United Kingdom | \n\n 44.77% | \n\n 44.77% | \n
| \n Zeppotron Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zeppotron Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Kids Studio UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Media Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Music Publishing Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n 1953\u00a0LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n 1982\u00a0Productions, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n 247\u00a0W. 37th St. Location Services. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n 51\u00a0Minds Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n 51\u00a0Minds. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n ACIP CO LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n All Knight Music. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Alpha Blue Music. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Anonymous Music Library. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Ant Eggs Rentals. LLC | \n\n United States | \n\n 45.67% | \n\n 45.67% | \n
| \n Argyle Media. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Atrium Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Authentic Entertainment Holdings LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Authentic Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Authentic Minds. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY ENTERTAINMENT HOLDING US. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY GROUP US HOLDING. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY US | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Mexico and US Hispanic LLC | \n\n United States | \n\n 45.67% | \n\n 45.67% | \n
| \n Banijay Mexico and US Hispanic LLC, S.A.P.I de C.V. | \n\n United States | \n\n 45.65% | \n\n 45.65% | \n
| \n BANIJAY STUDIOS NORTH AMERICA. LLC | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Berkeley Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BG Apple. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BG Peach. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Big Ant Productions. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n BL4\u00a0Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BMP Films. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Bona Fide Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Boomdog Studios. S.A. de C.V. Mexico | \n\n United States | \n\n 45.49% | \n\n 45.49% | \n
| \n Brigadier Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BUNIM MURRAY PRODUCTIONS. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BUNIM MURRAY PRODUCTIONS. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Burbank North Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Candlestick Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n CCCM Projects. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Clock Tower Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Coconunu Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Complete Solution Pictures and Sound. LLC | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Cristal Ball Enterprises. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Crosswalk Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Deep Dish Productions of Chicago. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Distance Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Dos Producciones. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Beyond USA. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Latino N.A. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Boomdog Holding S.A.P.I de C.V. Mexico | \n\n United States | \n\n 45.67% | \n\n 45.67% | \n
| \n Endemol Shine Boomdog. LLC | \n\n United States | \n\n 51.00% | \n\n 51.00% | \n
| \n Endemol Shine Boomdog. S.A.P.I. de C.V. Mexico | \n\n United States | \n\n 45.65% | \n\n 45.65% | \n
| \n Endemol Mexico\u00a0SA de CV. Mexico | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Endemol Shine SPV. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine US Office. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Studios Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n ENDEMOL USA Holding. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n ENDEMOL USA. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n GF Gilms. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Go Ahead Productions. Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Gramercy Global Entertainment. LLC (The Blast) | \n\n United States | \n\n 53.28% | \n\n 53.28% | \n
| \n Gulf Stream Media Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Hashtag Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Hippocratical Productions LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Hizzoner. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Home Brewed Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Home Run Production Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Impressario Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n In the Keys Music. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Keeping Track Music. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Lars &\u00a0Son Moisture Farm. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Lock and Key Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Lock Cut 9. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Look Both Ways Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n M Cable Television. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n M Theory Entertainment. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Media Production Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Middle Man. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Mindring Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Mobility Productions, INC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Monte Pictures. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Mountain View Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Navy Street Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n NJC. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n No Doubt Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Note\u00a0Republic. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n NoVat Productions. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Only On Oxnard. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Onxnard Cats Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Organized Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Original Ink. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Original Media. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Our House Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n New Zealand 1, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n New Zealand 2, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Palisade Productions, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Particle LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Particle VFX. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Pico Script Lab. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n PMPGL. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Production Support Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Proton Production, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Road Rules Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Rough Cut Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n RW Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Screenbox. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n SDE WV. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Shadows Doubt. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Shea Office Space and Furnishings. LLC | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Shine Television. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine US Holdings. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Snack Tray Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Spring Break Films. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n STEPHEN DAVID ENTERTAINMENT | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Stephen David Media. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Suns Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Sunset Ventures. Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Superior Production Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Swampy Projects. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Tabula Rasa Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Tatsy Treat. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n The American Cue Society. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Trade Winds Productions. Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Trapeze Productions, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n True Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n True TTH. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Truly Original. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Turnt Up Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n United Front Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n UP-N-ATOM, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Very Water Logged. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n W. 37th St. Location Services. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Warren and Whitmore, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Wescar. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Wheelhouse Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n World Wars WV. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n YB US HOLDINGS CORT | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n YOLO Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zamora Films. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Americas | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak USA | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Latino Llc | \n\n United States | \n\n 80.59% | \n\n 80.59% | \n
| \n Zodiak Latino S. DE R. L DE C.V. (formerly RM5to Elemento Mexico SDE) | \n\n \n | \n\n 81.51% | \n\n 81.51% | \n
| \n Zoom Equipment Rentals. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Israel Ltd.. Israel | \n\n Rest of the World | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Medya Produlksiyon Ticaret Limited Sirketi, Turkey | \n\n Rest of the World | \n\n 89.09% | \n\n 89.09% | \n
| \n Endemol Middle East Productions\u00a0SAL, Lebanon | \n\n Rest of the World | \n\n 89.36% | \n\n 89.36% | \n
| \n Endemol Shine Brasil Producoes Ltda. Brazil | \n\n Rest of the World | \n\n 87.66% | \n\n 87.66% | \n
| \n Endemol Shine Polska Sp. Z.o.o.. Poland | \n\n Rest of the World | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol South East Asia Pte Ltd. Singapore | \n\n Rest of the World | \n\n 89.54% | \n\n 89.54% | \n
| \n JSC WeiT Media. Russia | \n\n Rest of the World | \n\n 71.63% | \n\n 71.63% | \n
| \n Mastiff LLC. Russia | \n\n Rest of the World | \n\n 67.60% | \n\n 67.60% | \n
| \n Crossmex\u00a0B.V. Netherlands | \n\n Investments in associates | \n\n 53.72% | \n\n 53.72% | \n
| \n Daze MGMT\u00a0SAS | \n\n Investments in associates | \n\n 31.37% | \n\n 31.37% | \n
| \n Double Dutch Productions Lrd | \n\n Investments in associates | \n\n 44.68% | \n\n 44.68% | \n
| \n Ensemble Entertainment. LLC. United States | \n\n Investments in associates | \n\n 1.34% | \n\n 1.34% | \n
| \n Financi\u00e8re EMG\u00a0SAS. France | \n\n Investments in associates | \n\n 6.82% | \n\n 6.82% | \n
| \n Flow Ventures. LLC. United States | \n\n Investments in associates | \n\n 33.58% | \n\n 33.58% | \n
| \n Foundling Bird Ltd. UK | \n\n Investments in associates | \n\n 8.95% | \n\n 8.95% | \n
| \n LADYKRACHER TV \u2013\u00a0PRODUKTION GmbH. Germany | \n\n Investments in associates | \n\n 35.91% | \n\n 35.91% | \n
| \n M.G. Productions\u00a0SAS (Commercial name: Marathon Studio) | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
| \n MINESTRONE PRODUKTION GbR. Germany | \n\n Investments in associates | \n\n 35.91% | \n\n 35.91% | \n
| \n Playzido Ltd. UK | \n\n Investments in associates | \n\n 17.78% | \n\n 17.78% | \n
| \n Pure Grass Films Ltd. UK | \n\n Investments in associates | \n\n 4.48% | \n\n 4.48% | \n
| \n Second Nature Media\u00a0B.V. Netherlands | \n\n Investments in associates | \n\n 44.77% | \n\n 44.77% | \n
| \n Shine Fiction\u00a0SAS | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
| \n Story Monster. LLC. United States | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
| \n What\u2019s the Story? Sounds Ltd | \n\n Investments in associates | \n\n 22.39% | \n\n 22.39% | \n
| \n Yellowbird YS, LLC. | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
30.2Betclic Everest Group\u2019s sub-group consolidation scope
The table below presents the percentage of ownership interest held by Betclic Everest Group\u00a0SAS in its subsidiaries \u2013 all companies and sub-groups below are fully consolidated \u2013:
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Betclic Everest Group\u00a0SAS | \n\n France | \n\n Holding | \n|
| \n Mangas Gambling Engineering SARL | \n\n France | \n\n 100.00% | \n\n 100.00% | \n
| \n Mangas Everest SAS | \n\n France | \n\n - | \n\n 100.00% | \n
| \n Betclic Overseas SAS(1) | \n\n France | \n\n 90.00% | \n\n 90.00% | \n
| \n Betclic C\u00f4te d'Ivoire SAS(1) | \n\n Ivory Coast | \n\n 90.00% | \n\n - | \n
| \n Betclic S\u00e9n\u00e9gal SAS | \n\n Senegal | \n\n 90.00% | \n\n - | \n
| \n Betclic B\u00e9nin SAS | \n\n Benin | \n\n 90.00% | \n\n - | \n
| \n Betclic Enterprises Ltd | \n\n Malta | \n\n 100.00% | \n\n - | \n
| \n BEM Operations Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n Betclic Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n Mangas Gaming Malta Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n Mangas Investment Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n EG Portugal Sul | \n\n Portugal | \n\n 100.00% | \n\n 100.00% | \n
| \n BC Malta Services Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n BC Makreting Agency Italia Srl | \n\n Italy | \n\n 100.00% | \n\n 100.00% | \n
| \n Euro Gaming Investment SA | \n\n Luxemburg | \n\n 100.00% | \n\n - | \n
| \n Equinox Ltd | \n\n Gibraltar | \n\n 100.00% | \n\n 89.54% | \n
| \n Mater Ltd Gibraltar | \n\n Gibraltar | \n\n 100.00% | \n\n 100.00% | \n
| \n bet-at-home.com AG Germany | \n\n Germany | \n\n 53.90% | \n\n 53.90% | \n
| \n bet-at-home.com AG Austria | \n\n Austria | \n\n 53.90% | \n\n 53.90% | \n
| \n Beteiligungsholding GmbH | \n\n Austria | \n\n 53.90% | \n\n 53.90% | \n
| \n BAH Niederlande GmbH | \n\n Austria | \n\n 53.90% | \n\n - | \n
| \n bet-at-home Holding Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n - | \n
| \n bet-at-home Entertainment Ltd Malta(2) | \n\n Malta | \n\n - | \n\n 100.00% | \n
| \n bet-at-home International Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 53.90% | \n
| \n bet-at-home Internet Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 53.90% | \n
| \n Jonsden Properties Ltd Gibraltar | \n\n Gibraltar | \n\n 53.90% | \n\n 53.90% | \n
| \n Skillstar SARL | \n\n France | \n\n - | \n\n 50.00% | \n
| \n (1)Betclic Overseas (registered in France) and Betclic Ivory Coast (registered in Ivory Coast) were created to operate the market under Lonaci (Loterie nationale de C\u00f4te d\u2019Ivoire) license. (2)bet-at-home.com Entertainment Ltd. Malta was deconsolidated due to loss of control over the company (refer to note 3.1.3.I) on page 222). | \n
1.2Group\u2019s constitution
FL entertainment\u00a0B.V. has been incorporated on 10\u00a0March 2022. Prior to the contribution of the subsidiaries to FL\u00a0Entertainment, the simplified structure of the Group was the following:
After the completion of the transactions described in note\u00a03.1.1 II), the simplified structure of the Group is the following:
The constitution of the Group therefore results from transfers of entities within Financi\u00e8re Lov Group, without modification of the Financi\u00e8re Lov\u2019s control on the Group. Therefore, the Group results from a combination between entities under common control (refer to note\u00a03.1.1 II) on page 220).
2.2Scope of consolidation
The consolidated Group is the continuity of the reporting entity reflected in the Combined Financial Statements. The constitution of the Group\u2019s results from contribution of entities to FL\u00a0Entertainment, without modification in fine of the control by Financi\u00e8re Lov (refer to notes\u00a01.2 and 3.1.1 II) on pages 205 and 220). These operations are therefore a combination between entities under common control. This type of combination is excluded from the scope of IFRS\u00a03 Business Combinations. In the absence of an IFRS\u00a0standard specifically applicable to such a transaction, the Group has elected to recognize them using the pooling of interests\u2019 method based on the existing book value (predecessor value accounting) in the Financi\u00e8re Lov historical consolidated financial statements. The pooling of interests was applied retrospectively. The legal entities and sub-groups forming part of the Group are as follows:
| \n Name of the legal entity\u00a0or sub-group | \n\n Country of incorporation | \n\n % of ownership interest | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n||
| \n FL Entertainment | \n\n The Netherlands | \n\n Parent company | \n\n - | \n
| \n Pegasus Entrepreneurial Acquisition Company Europe\u00a0B.V. | \n\n The Netherlands | \n\n Merged into FL Entertainment | \n\n - | \n
| \n Lov Banijay | \n\n France | \n\n Merged into FL Entertainment | \n\n 100.00% | \n
| \n LDH | \n\n France | \n\n Merged into Lov Banijay | \n\n 51.60% | \n
| \n Mangas Lov | \n\n France | \n\n Merged into Lov Banijay | \n\n 100.00% | \n
| \n Sub-group Betclic Everest Group | \n\n \n | \n\n \n | \n\n \n | \n
| \n \u2022Betclic Everest Group | \n\n France | \n\n 94.60% | \n\n 47.30% | \n
| \n \u2022Subsidiaries | \n\n Note 30.2 | \n\n Note 30.2 | \n\n Note 30.2 | \n
| \n Sub-group Banijay | \n\n \n | \n\n \n | \n\n \n | \n
| \n \u2022Banijay Group Holding | \n\n France | \n\n 100.00% | \n\n 34.64% | \n
| \n \u2022Banijay Group | \n\n France | \n\n 92.26% | \n\n 89.54% | \n
| \n \u2022Subsidiaries | \n\n Note 30.1 | \n\n Note 30.1 | \n\n Note 30.1 | \n
All companies and sub-groups in the table above are fully consolidated. However, the sub-groups have interests in associates and joint ventures. The detailed list of the legal entities is available in note\u00a030 on page 273.
These consolidated financial statements are the continuation of the Combined Financial Statements as of and for the year ended 31\u00a0December 2021 as included in the Prospectus and that have been authorized for issuance by the Board of Directors of Financi\u00e8re Lov\u00a0SAS at its meeting held on 9\u00a0May 2022. There is no significant change in accounting standards between the 2021 comparative consolidated financial statements and the 2021 Combined Financial Statements.
2.5.1Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31\u00a0December each year. Control is achieved when the Company:
\u2022has the power over the investee;
\u2022is exposed, or has rights, to variable returns from its involvement with the investee; and
\u2022has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non\u2011controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non\u2011controlling interests even if this results in the non\u2011controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group\u2019s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non\u2011controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS\u00a0Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS\u00a09\u00a0Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
2.5.4Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognized initially in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment.
3.1.1Holding
I)Incorporation of FL Entertainment\u00a0N.V. (former\u00a0B.V.)
FL Entertainment\u00a0B.V. has been incorporated on 10\u00a0March 2022. Until of 30\u00a0June 2022, this Company was a private limited liability company under the Dutch law, with a tax residency in France.
On 1\u00a0July 2022, following the Business Combination Agreement described below, FL Entertainment\u00a0BV changed its legal structure from\u00a0B.V. (Private limited company) to\u00a0N.V. (public limited company). Its tax residency is still in France.
II)Business Combination Agreement \u2013\u00a0Transaction Between FL Entertainment and the SPAC Pegasus Entrepreneurs
FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurial Acquisition Company Europe\u00a0B.V. (Pegasus Entrepreneurs), a special purpose acquisition company (SPAC) focused on European growth companies listed and traded on Euronext Amsterdam, entered on 10\u00a0May 2022\u00a0into a definitive Business Combination Agreement amended on 22\u00a0June 2022\u00a0(Business Combination Agreement). The transaction consists of (i) the Business Combination of FL Entertainment and Pegasus Entrepreneurs resulting in a public listing of FL\u00a0Entertainment on Euronext Amsterdam (Business Combination, (ii) the equity roll-over of the minority shareholders in the Banijay Group (Vivendi, Fimalac and De Agostini) and Betclic Everest Group (SBM International) to become shareholders of FL Entertainment, and (iii) raising of \u20ac646\u00a0million of proceeds.
Group\u2019s reorganization
On 10\u00a0May 2022, the Company entered into an investment agreement with Financi\u00e8re Lov and St\u00e9phane Courbit, Lov Group Invest, Monte-Carlo SBM International S.\u00e0.r.l (SBM International), Dea Communications\u00a0SA (De Agostini), F.\u00a0Marc de Lacharri\u00e8re (Fimalac), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2\u00a0SAS (a subsidiary of the Sponsor Tikehau Capital SC), Poseidon Entrepreneurs Financial Sponsor\u00a0SAS (a subsidiary of the Sponsor Financi\u00e8re Agache\u00a0SA), Financi\u00e8re Agache (a Sponsor), Vivendi Content (Vivendi), Soci\u00e9t\u00e9 d\u2019Investissements et de Gestion \u2013\u00a0SIG 116\u00a0and Vivendi SE.
On 22\u00a0June 2022, the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the Investment Agreement). Pursuant to the Investment Agreement, Financi\u00e8re Lov agreed to subscribe for and, on 30\u00a0June 2022\u00a0received in return for its investment, 13,520,565\u00a0newly issued Ordinary Shares, 13,520,565\u00a0newly issued Special Voting Shares A (SVS) and 13,000,000\u00a0newly issued Earn-Out Preference Shares A, 3,500,000\u00a0newly issued Earn-Out Preference Shares B and 3,500,000\u00a0newly issued Earn-Out Preference Shares C (together Earn-out Shares), for an aggregate amount of \u20ac250,000,000. Further to the terms of the Investment Agreement, Financi\u00e8re Lov has received such shares in return for its investment on 30\u00a0June 2022.
Pursuant to (i) the Business Combination Agreement entered into by FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurs, and (ii) the investment agreement entered into by Financi\u00e8re Lov, Pegasus Entrepreneurs, SBM International, DEA Communications\u00a0SA, Fimalac, Vivendi, Tikehau Capital and Financi\u00e8re Agache on 10\u00a0May 2022, the Group conducted reorganization between entities within Financi\u00e8re Lov Group and with minority interests in order to achieve the transaction described below. The reorganization steps were implemented as follows (the\u00a0Lov Reorganization):
a.the merger of Mangas Lov into Lov Banijay, Lov Banijay being the surviving entity;
b.the distribution by Lov Banijay of part of its share premium to Financi\u00e8re Lov as its sole shareholder;
c.the contribution of all shares of LDH held by Financi\u00e8re Lov to Lov Banijay;
d.the contribution and sale of all LDH shares held by DEA Communications\u00a0SA to Lov Banijay. The sale will be financed by a vendor loan granted by DEA Communications\u00a0SA to Lov Banijay for an amount of \u20ac99.5\u00a0million;
e.the contribution of all LDH shares held by one of the shareholders (Fimalac) to Lov Banijay;
f.the contribution of all Banijay shares, held by Vivendi Content to LDH in exchange for shares in LDH, resulting in LDH holding the entire share capital of Banijay;
g.the contribution of all LDH shares held by Vivendi Content to Lov Banijay in exchange for shares in Lov Banijay, resulting in Lov Banijay holding the entire share capital of LDH;
h.the contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL Entertainment in exchange for Ordinary Shares and Special Voting Shares;
i.the contribution and sale of all Lov Banijay shares held by DEA Communications\u00a0SA\u2019s to FL Entertainment, in exchange for Ordinary Shares;
j.the contribution of all Lov Banijay shares held by Fimalac to FL Entertainment, in exchange for Ordinary Shares;
k.the contribution of all Lov Banijay shares held by Vivendi to FL Entertainment, in exchange for Ordinary Shares;
l.the contribution and sale of all Betclic shares held by SBM International to FL\u00a0Entertainment for, inter alia, Ordinary Shares. The cash consideration amounted to \u20ac425.0\u00a0million of which \u20ac388.5\u00a0million was paid as of 5\u00a0July 2022 and \u20ac36.5 million was financed by a vendor loan granted by SBM International to FL Entertainment;
m.subscription in cash by Financi\u00e8re Lov to a share capital increase of FL Entertainment for an amount of \u20ac250\u00a0million in exchange for:
\u2022i. Ordinary Shares and SVS, and
\u2022ii. Earn-Out Shares bearing a right to conversion into a certain number of FL\u00a0Entertainment Ordinary Shares depending on FL\u00a0Entertainment performance.
The Earn-out Shares have no material economic rights until their conversion and have regular voting rights but Financi\u00e8re Lov would agree not to vote on these Earn-Out Shares in a shareholders\u2019 agreement. The fair market value of the Earn-Out Shares has been assessed by an independent appraiser;
n.the redemption at the combination date (1\u00a0July 2022) of (i) the bonds redeemable in cash or in Ordinary Shares (obligations remboursables en actions ou en num\u00e9raire) for a principal amount of \u20ac90\u00a0million issued by Lov Banijay and subscribed by SIG 116\u00a0(an affiliate of Vivendi) on 23\u00a0February 2016\u00a0and (ii) the bonds redeemable in cash or in Ordinary Shares for a principal amount of \u20ac50\u00a0million issued by Lov Banijay and subscribed by SIG 116\u00a0on 14\u00a0October 2016\u00a0(\u20ac170.5\u00a0million including capitalized interests); and
o.subscription in cash by Vivendi to a share capital increase of FL Entertainment for an amount of \u20ac25\u00a0million, in exchange for Ordinary Shares.
Moreover, Marco Bassetti, CEO of Banijay, has decided on 30\u00a0June 2022\u00a0to contribute its Banijay Group\u2019s shares owned through his holding to FL Entertainment in exchange for Ordinary Shares. In conjunction with Banijay Group\u2019s shares, a shareholders\u2019 agreement was signed between Banijay Group Holding and Marco Bassetti granted to the latter a put option, recognized in the consolidated financial statements. Following the conversion, this agreement becomes devoid of purpose.
The impacts on the consolidated equity are detailed in note\u00a018.1 on page 250.
Forward purchase agreement
On 10\u00a0December 2021, Pegasus Entrepreneurs entered into a forward purchase agreement with Tikehau Capital and Financi\u00e8re Agache (the \u201cForward Purchase Agreement\u201d or \u201cFPA\u201d). Pursuant to the Forward Purchase Agreement, each of Tikehau Capital and Financi\u00e8re Agache have agreed to purchase from Pegasus Entrepreneurs up to 2,500,000\u00a0class A ordinary shares in Pegasus Entrepreneurs\u2019 capital (the \u201cPegasus Ordinary Shares\u201d) and up to 833,333\u00a0Pegasus Public Warrants, for an amount of up to \u20ac25,000,000 each (representing the number of Pegasus Ordinary Shares purchased under the Forward Purchase Agreement multiplied by \u20ac10.00), in a private placement that occurred simultaneously with the Business Combination. Since the Merger became effective on 1\u00a0July 2022\u00a0(refer to note\u00a0iii)) and Pegasus Entrepreneurs was the disappearing entity, Tikehau Capital and Financi\u00e8re Agache each subscribed for 2,500,000\u00a0newly issued Ordinary Shares in the Company\u2019s capital and 833,333\u00a0Warrants (together the \u201cForward Purchase Securities\u201d), for an aggregate amount of \u20ac25,000,000 each. Tikehau Capital and Financi\u00e8re Agache received the Forward Purchase Securities on 1\u00a0July 2022.
Because this agreement was concluded by Pegasus Entrepreneurs and Tikehau Capital and Financi\u00e8re Agache at the creation of Pegasus Entrepreneurs, it has been analyzed as part of the Merger.
Merger between FL Entertainment and the SPAC Pegasus Entrepreneurs
On 23\u00a0June 2022, Pegasus Entrepreneurs has obtained shareholders\u2019 approval for the Business Combination with FL Entertainment at the extraordinary general meeting.
The Business Combination has been completed on 1\u00a0July 2022. As a result, FL Entertainment and Pegasus Entrepreneurs merged at this date, FL Entertainment being the surviving entity. Since then, FL Entertainment is listed on Euronext Amsterdam and all Ordinary Shares and public Warrants are traded under the symbols \u201cFL\u00a0Entertainment\u201d and \u201cFL\u00a0EntertainmentW\u201d respectively with international securities identification number (ISIN) NL0015000X07\u00a0and NL0015000H56\u00a0respectively on Euronext Amsterdam.
As FL Entertainment is the accounting acquirer of the SPAC, the transaction is not considered as a business combination as defined by IFRS\u00a03. The Group received the net assets of the SPAC as well as a listing service in exchange of an issue of shares, which is considered as an equity-settled share-based payment transaction.
The fair value of the Pegasus\u2019 assets acquired, and the liabilities assumed at the date of the combination amounted as follows:
| \n Financial assets | \n\n \u20ac164.3\u00a0million | \n
| \n Cash | \n\n \u20ac2.1\u00a0million | \n
| \n Customers and other receivables | \n\n \u20ac0.4\u00a0million | \n
| \n Founder Shares | \n\n \u20ac(46.2)\u00a0million | \n
| \n Founder Warrants | \n\n \u20ac(3.7)\u00a0million | \n
| \n Public Warrants | \n\n \u20ac(2.2)\u00a0million | \n
| \n Trade payables and other creditors | \n\n \u20ac(11.8)\u00a0million | \n
| \n Fair value of the accounting Pegasus Entrepreneurs\u2019 net identifiable assets | \n\n \u20ac103.1\u00a0million | \n
Financial assets comprised Pegasus\u2019s escrow account, after the redemption of class A Pegasus Ordinary Shares requested by some Pegasus\u2019 shareholders and included the amount related to Tikehau Capital and Financi\u00e8re Agache subscriptions for \u20ac25\u00a0million each in the context of the FPA (refer to note\u00a03.1.1 II ii on page 221)(33).
Pegasus issued 5,150,000\u00a0Founder Shares to the sponsors and 100,000\u00a0Founder Shares to Non-Executive Directors and Chief Financial Officer. Pegasus issued 5,250,000\u00a0Founder Warrants and 7,000,000\u00a0public Warrants (excluding treasury shares Warrants) to the sponsors and shareholders. In addition, the number of public Warrants includes 1,666,666\u00a0Warrants issued to Tikehau Capital and Financi\u00e8re Agache in the context of Forward Purchase Agreement (833,333\u00a0Warrants for each party). These Founder Shares, Founders Warrants and public Warrants are assumed for by FL Entertainment (refer to note\u00a021 on page 254).
In counterpart, FL Entertainment has issued 16,426,140\u00a0Ordinary Shares for a fair value of \u20ac188.9\u00a0million. This number of shares includes the 5,000,000\u00a0Ordinary Shares subscribed by Tikehau Capital and Financi\u00e8re Agache in the context of the FPA. Because this agreement was concluded with Pegasus since the creation of Pegasus, it has been analyzed as part of the combination (refer to note\u00a018.1 on page 250).
The difference between the fair value of the instruments issued and the net identifiable assets reflect the listing services. In accordance with IFRS\u00a02, this service expense amounting to \u20ac85.7\u00a0million has been recognized in the consolidated income statement (refer to note\u00a09 on page\u00a0233).
Issuance of FL\u00a0Entertainment securities in exchange
of Pegasus securities
Due to the Merger of Pegasus Entrepreneurs into FL\u00a0Entertainment, FL Entertainment issued and delivered Founder Shares, Founder Warrants and public Warrants to the holders of Pegasus Founder Shares, Founder Warrants and public Warrants (one-for-one basis). The characteristics of the FL\u00a0Entertainment securities are similar to Pegasus securities\u2019 characteristics, and are classified as financial liabilities in accordance with IAS\u00a032.
Capital increase in relation with the PIPE Financing
In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the \u201cPIPE Investors\u201d) in a private investment in public equity transaction (the \u201cPIPE Financing\u201d) in the aggregate amount of \u20ac204,230,000. On 5\u00a0July 2022\u00a0(the \u201cSettlement Date\u201d), FL\u00a0Entertainment has issued 20,423,000\u00a0Ordinary Shares and in return for their investment, the PIPE Investors received the total of the 20,423,000\u00a0newly issued Ordinary Shares.
Transaction costs
As of 31\u00a0December 2022, the transaction costs incurred amounted to \u20ac110.1\u00a0million, of which \u20ac4.8\u00a0million related to transactions with non-controlling interests and capital issuance recognized in equity and \u20ac105.3\u00a0million in relation to Group reorganization and Pegasus Merger recognized in P&L. The amount recognized in the P&L includes the \u20ac85.7\u00a0million listing fees accounted under IFRS\u00a02.
3.1.2Content production &\u00a0distribution business
Change in Banijay Group\u2019s shares valuation
Due to rationalization of the shareholder structure in connection with the Group\u2019s reorganization as explained above, the valuation of the Banijay Group\u2019s shares has been reassessed upwards. As a consequence, the Banijay Group\u2019s liabilities in connection with the LTIP and incentive debt and its liabilities in connection with the outstanding put option agreements have been reassessed after the reorganization. This reassessment has resulted in an increase of the aforementioned liabilities by \u20ac114\u00a0million.
3.1.3Online sports betting &\u00a0gaming business
I)Liquidation of Bet-at-home.com Entertainment\u00a0Ltd
On 22\u00a0December 2021, sub-group BEG announced the winding up by the court procedure of bet-at-home.com Entertainment Ltd, a\u00a0Maltese entity operating the casino activity under license MGA (Malta Gaming Authority), consolidated at 53.90% as of December\u00a02021, which took effect in the first semester of 2022. The Group has determined that this activity does not meet the definition of discontinued operations as provided by IFRS\u00a05\u00a0Non-Current Assets Held for Sale and Discontinued Operations.
II)Players Dispute in Bet-at-Home Sub-Group\u2019s Austrian Market
A decision of the Austrian Supreme Court confirming the actual online casino monopoly of the Austrian gaming regulation and its compliance with European law, dated 1\u00a0September 2021, triggered casino players to file legal claims to obtain the reimbursement of their gaming losses incurred with unlicensed operators in Austria. Following this decision, Bet-at-home sub-group has decided to accrue for all cases of players claiming reimbursement of their losses on the casino activity in Austria. As of 31\u00a0December 2021, the provisions thus constituted, which also include legal fees related to these disputes, amounted to \u20ac27.1\u00a0million and were recognized as non-current expenses.
As a result of the loss of control due to the winding up proceedings (winding up by the court) over bet-at-home.com Entertainment Ltd, which has been confirmed by the court on 13\u00a0May 2022, with retroactive effect from the date of the application, the Company had to be deconsolidated from the Bet-at-home sub-group (refer to note\u00a03.1.3 I on page 222), resulting in the disposal of the provision recognized as of 31\u00a0December 2021.
3.2.1Holding
On 15\u00a0December 2021, Financi\u00e8re Lov, DeA and Fimalac subscribed to a capital increase of LDH for an amount of \u20ac45.6\u00a0million, \u20ac6.4\u00a0million and \u20ac13.0\u00a0million respectively. 28,710,246\u00a0new shares have been created for a nominal amount of \u20ac14,355,123, issued with a total issue premium of \u20ac50,644,873.95. This share capital increase was intended to reimburse the convertible bonds issued by LDH pursuant to the 2\u00a0July 2020\u00a0agreement. DeA has exchanged part of its convertible bonds for shares in LDH.
II)Long-term incentive plan
Following Endemol Shine Group\u2019s (ESG) acquisition, a new long-term incentive plan (LTIP) was implemented in 2021. The plan consisted of a cash-settled share-based payment and had two vesting periods: a first period of 4\u00a0years (2021-2024) and a second period of 8\u00a0years (2021-2028). The objective of this plan was to retain key talents for the Group.
This new LTIP started on January\u00a02021. At the end of the period, the vested portion of the plan was recognized proportionately based on expected 2021\u00a0performance\u00a0of the entities.
| \n Note 16 | \n\n Investments in entities accounted for under the equity method | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Value as of 1\u00a0January | \n\n 11.1 | \n\n 2.7 | \n
| \n Results of the period | \n\n (2.2) | \n\n (1.2) | \n
| \n Dividend paid | \n\n (0.3) | \n\n (0.3) | \n
| \n Capital increase | \n\n - | \n\n 0.0 | \n
| \n Change in consolidation scope | \n\n 1.0 | \n\n 2.1 | \n
| \n Foreign currency translation reserve | \n\n (0.2) | \n\n 0.5 | \n
| \n Change in consolidation method | \n\n - | \n\n - | \n
| \n Negative equity portion transferred to provisions for financial risk | \n\n 3.5 | \n\n (0.5) | \n
| \n Others | \n\n 1.1 | \n\n 7.8 | \n
| \n Value as of 31\u00a0December | \n\n 14.0 | \n\n 11.1 | \n
The caption \u201cOthers\u201d in 2021\u00a0comprises \u20ac8.2\u00a0million related to transactions performed by co-shareholders that resulted in the revaluation of the Group equity\u2019s stake in Financi\u00e8re EMG.
| \n Note 19 | \n\n Non-controlling interests | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2022 | \n||||||
| \n Accumulated NCI as of | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Dividends distributed to NCI | \n\n Others | \n\n Accumulated | \n|
| \n LDH | \n\n 188.9 | \n\n (0.0) | \n\n - | \n\n (188.6) | \n\n (0.2) | \n\n - | \n\n - | \n
| \n BEG Group | \n\n (183.9) | \n\n 44.6 | \n\n 1.8 | \n\n 135.6 | \n\n - | \n\n (0.1) | \n\n (2.1) | \n
| \n Banijay Group | \n\n (41.7) | \n\n (37.7) | \n\n (9.2) | \n\n 96.1 | \n\n (2.9) | \n\n 3.8 | \n\n 8.4 | \n
| \n Total | \n\n (36.7) | \n\n 6.9 | \n\n (7.5) | \n\n 43.0 | \n\n (3.1) | \n\n 3.7 | \n\n 6.3 | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2021 | \n||||||
| \n Accumulated NCI as of | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Dividends distributed to NCI | \n\n Others | \n\n Accumulated NCI as of | \n|
| \n LDH | \n\n 140.4 | \n\n (1.2) | \n\n - | \n\n 49.7 | \n\n - | \n\n \u00a0- | \n\n 188.9 | \n
| \n BEG Group | \n\n (52.0) | \n\n (71.3) | \n\n - | \n\n (7.2) | \n\n (110.5) | \n\n 57.1 | \n\n (183.9) | \n
| \n Banijay Group | \n\n (44.9) | \n\n 42.1 | \n\n (19.9) | \n\n (10.9) | \n\n (4.8) | \n\n (3.3) | \n\n (41.7) | \n
| \n Total | \n\n 43.5 | \n\n (30.4) | \n\n (19.9) | \n\n 31.6 | \n\n (115.3) | \n\n 53.8 | \n\n (36.7) | \n
In 2022\u00a0and 2021, the item Changes in ownership interest in subsidiaries that did not result in a loss of control reflected the capital restructuration detailed in the note\u00a018.2 on page\u00a0251.
In 2021, Betclic Everest Group made three dividends distributions during the Financial Year\u00a02021, for a total amount of \u20ac197.5\u00a0million of which \u20ac110.5\u00a0million was distributed to non-controlling interests.
In 2021, the caption \u201cOthers\u201d included the share-based payment related to the ordinary shares of Betclic Everest Group delivered in regards with the agreement between a minority shareholder, Betclic Everest Group and other shareholders (SBM International and Mangas Lov) signed on 17\u00a0December 2021 (refer to note\u00a03.2.2 II on page 223).
23.1Current and non-current financial assets
Financial assets comprise financial interests in non-consolidated companies, loans, restricted cash accounts and current accounts with third parties.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Financial interests in non-consolidated companies | \n\n 40.6 | \n\n 11.9 | \n
| \n Non-current loans, guarantee instruments and other financial assets | \n\n 16.2 | \n\n 17.9 | \n
| \n Non-current restricted cash and cash equivalents | \n\n 36.6 | \n\n 28.5 | \n
| \n Non-current derivative financial assets | \n\n 68.3 | \n\n 24.8 | \n
| \n Non-current financial assets | \n\n 161.7 | \n\n 83.0 | \n
| \n Current part of loans, guarantee instruments and other financial assets | \n\n 15.3 | \n\n 10.7 | \n
| \n Current restricted cash and cash equivalents | \n\n 0.5 | \n\n - | \n
| \n Current accounts | \n\n 2.7 | \n\n 63.1 | \n
| \n Current derivative financial assets | \n\n 6.2 | \n\n 1.4 | \n
| \n Current financial assets | \n\n 24.7 | \n\n 75.2 | \n
| \n Total financial assets | \n\n 186.4 | \n\n 158.2 | \n
The change in financial interests in non-consolidated companies is mainly due to Beyond International acquisition.
At the end of December 2022, Banijay acquired 100% of the issued share capital of Beyond International in Australia for \u20ac30\u00a0million. Beyond is an international producer and distributor, with a portfolio of around 8,000\u00a0hours of scripted and non-scripted in-house and 3rd-party-acquired content overseen by Beyond Rights. Its track record lies mainly in the English-language with notable titles it distributes. As a late acquisition, Beyond\u2019s shares have been classified in financial interests in non-consolidated companies. The opening balance sheet statement will be done from 2023 onwards.
Preliminary unaudited financial statements: balance sheet and P&L of\u00a0Beyond International as of 31\u00a0December 2022 (not included in the consolidated statements)
Balance sheet
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Non-current assets | \n\n 11.0 | \n
| \n Current assets | \n\n 44.0 | \n
| \n Assets | \n\n 55.0 | \n
| \n Equity | \n\n 14.0 | \n
| \n Non-current liabilities | \n\n 4.0 | \n
| \n Current liabilities | \n\n 37.0 | \n
| \n Equity and liabilities | \n\n 55.0 | \n
P&L
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Total revenue | \n\n 65.0 | \n
| \n Operating profit | \n\n 1.0 | \n
| \n Profit before tax | \n\n 1.0 | \n
| \n Net profit | \n\n - | \n
| \n Share of group | \n\n - | \n
| \n Minority interest | \n\n - | \n
Fair value hierarchy
IFRS\u00a013\u00a0Fair Value Measurement, establishes a fair value hierarchy consisting of three levels:
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access;
\u2022Level 2: directly observable market inputs other than Level 1\u00a0inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations). This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group\u2019s financial instruments, with the exception of marketable securities for which the market price is used.
| \n (in \u20ac million) | \n\n Fair value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 114.3 | \n\n 5.5 | \n\n 68.3 | \n\n 40.6 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 6.2 | \n\n - | \n\n 6.2 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n 479.4 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (130.5) | \n\n - | \n\n - | \n\n (130.5) | \n
| \n Long-term borrowings and other financial liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Other non-current liabilities | \n\n (195.3) | \n\n - | \n\n - | \n\n (195.3) | \n
| \n Short-term borrowings and bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.7) | \n\n - | \n\n - | \n\n (3.7) | \n
| \n Other current liabilities | \n\n (83.4) | \n\n - | \n\n - | \n\n (83.4) | \n
| \n Balances as of 31\u00a0December 2022 | \n\n 187.1 | \n\n 484.9 | \n\n 74.5 | \n\n (372.3) | \n
| \n (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 42.7 | \n\n 6.0 | \n\n 24.8 | \n\n 11.9 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 1.4 | \n\n - | \n\n 1.4 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 434.1 | \n\n 434.1 | \n\n - | \n\n - | \n
| \n Long-term borrowings and other financial liabilities | \n\n (4.5) | \n\n - | \n\n (4.5) | \n\n - | \n
| \n Other non-current liabilities | \n\n (151.4) | \n\n - | \n\n - | \n\n (151.4) | \n
| \n Short-term borrowings and bank overdrafts | \n\n (3.3) | \n\n (1.7) | \n\n (1.6) | \n\n - | \n
| \n Customer contract liabilities | \n\n (2.7) | \n\n - | \n\n - | \n\n (2.7) | \n
| \n Other current liabilities | \n\n (78.0) | \n\n - | \n\n - | \n\n (78.0) | \n
| \n Balances as of 31\u00a0December 2021 | \n\n 238.3 | \n\n 438.4 | \n\n 20.0 | \n\n (220.2) | \n
Other securities comprised public Warrants, Earn-Out Shares, Founder Shares and Founder Warrants that are classified as Level 3. Derivatives are classified as Level\u00a02\u00a0instruments and Level 3\u00a0instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
| \n Note 30 | \n\n List of sub-group Banijay\u2019s and sub-group BEG\u2019s subsidiaries | \n
30.1Banijay\u2019s sub-group consolidation scope
The table below presents the percentage of ownership interest in Banijay Group\u2019s subsidiaries held by the Group (including the FL\u00a0Entertainment indirect ownership):
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31 December 2022 | \n\n 31 December 2021 | \n
| \n Banijay Group | \n\n France | \n\n Holding | \n|
| \n France Adventure Line Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Baba Funny League | \n\n France | \n\n - | \n\n - | \n
| \n Air Productions Sas | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n ALP Music S.A.R.L. | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Atypic Talents\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 3 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 4 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 7 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 8 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Digital\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Editing\u00a0SAS | \n\n France | \n\n 29.82% | \n\n 29.82% | \n
| \n Banijay Entertainment\u00a0SASU | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay France\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Group\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay International\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Library\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Prod ca Tourne SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Prod Editing SAS (formerly Banijay Central 1) | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Productions Media\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Studios France | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Studios International Holding | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Studios Production Media (ex. Air Productions) | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Talent\u00a0SAS | \n\n France | \n\n 64.02% | \n\n 64.02% | \n
| \n Base Records S.A.R.L | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Big Name\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Bubble Prod\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Connecting Prod\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n D.M.L.S TV\u00a0SAS | \n\n France | \n\n 62.68% | \n\n 62.68% | \n
| \n DMLS Productions | \n\n France | \n\n 62.68% | \n\n 62.68% | \n
| \n DMLS Films | \n\n France | \n\n 62.68% | \n\n 62.68% | \n
| \n Endemol Shine France\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Fiction\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Production\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Festival Air S.A.R.L | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Fiction Air S.A.R.L | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n G\u00e9t\u00e9v\u00e9 Productions\u00a0SASU | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Divertissement Sas | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Fictions Sas | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Jeux SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Productions SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Images on Air\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Jereluc\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n KM Presse SNC | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n KM Prestations SNC | \n\n France | \n\n 0.10% | \n\n 0.10% | \n
| \n KM S.A.S. | \n\n France | \n\n 0.10% | \n\n 0.10% | \n
| \n Les Editions du 5 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Lodition\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n MBG\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Monello Productions\u00a0SAS. France | \n\n France | \n\n 68.05% | \n\n 68.05% | \n
| \n NC Zodiak Kids Central | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Non Stop Edition\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Non Stop Production\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Ollenom Studio\u00a0SAS | \n\n France | \n\n 68.05% | \n\n 68.05% | \n
| \n Pacific Line Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Pistache | \n\n France | \n\n 44.77% | \n\n 44.77% | \n
| \n PLP (Fidgi) | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Soci\u00e9t\u00e9 Miss France\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Shauna Events\u00a0SAS | \n\n France | \n\n 44.81% | \n\n 44.81% | \n
| \n Skillstar Sarl | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Studio 74 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Studio Maboul\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Sublim Talents\u00a0SAS | \n\n France | \n\n 44.81% | \n\n 44.81% | \n
| \n Survivor Central Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Talent Lab\u00a0SAS | \n\n France | \n\n 64.02% | \n\n 64.02% | \n
| \n Team CH1 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Terrence Films | \n\n France | \n\n 50.09% | \n\n 50.09% | \n
| \n Upper Talent\u00a0SAS | \n\n France | \n\n 64.02% | \n\n 64.02% | \n
| \n Vision Air\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Kids Studio France\u00a0SASU | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n 153 PRODUCTIONS NZ LLC | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ALK Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Australia Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Australia Holdings Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Australia Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Australia Services Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Southern Star Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 1 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 2 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 3 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 4 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 5 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 6 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Love Among The Vines Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Love Yarn Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Patiki Media Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Popstarts Productions NZ Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Quimbo\u2019s Quest Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Rosebud Pty Limited\u00a0SAS | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n SAS Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Screentime Commerical Pty Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Screentime New Zealand Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Screentime Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Australia Holdings Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n SPVs | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Straight Forward Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n The Gulf Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n The Landing (Fiji) Pte Limited (Fiji) | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n The Landing Ltd (Samoa) | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Together Forever Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Benelux Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Benelux\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n 625\u00a0TV Producties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n After The Break Productions\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Beyond Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Beyond Opco Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Blockbuster Media\u00a0B.V. (ex: Endemol Shared Services\u00a0BV) | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Call 909\u00a0Nederland\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Central Media Station Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Commando\u2019s TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Costa Film Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n De Mol Catalyst\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Licentie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Nederland Film\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Participatie TV\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Personeel\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Belgium N.V | \n\n Benelux | \n\n 99.99% | \n\n 99.99% | \n
| \n Endemol Shine IP\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Nederland\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Nederland Producties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Russia Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Scripted\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Sport\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Sports Investments\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n ES NL Scripted Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n EWT Holding\u00a0B.V. | \n\n Benelux | \n\n 53.80% | \n\n 53.80% | \n
| \n Gouden Uur TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Grundy/Endemol Nederland V.o.F. | \n\n Benelux | \n\n 44.77% | \n\n 44.77% | \n
| \n Haagse Bluf TV Produkties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Human Playground TV Production\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Koekieloekie TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n NL Film en TV\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n NL Film Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n NL TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Palm Plus Music Publishing\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Scriptstudio\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Simpel Formats\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Simpel Media\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n SNP Holding B.V | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n SNP Media\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n SNP Participaties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Southfields | \n\n Benelux | \n\n 76.83% | \n\n 76.83% | \n
| \n Stanley H. TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Totem Media\u00a0B.V. | \n\n Benelux | \n\n 45.67% | \n\n 45.67% | \n
| \n TV\u00a0BV\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Van der Valk TV Production\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Belgium | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n B&B Endemol AG | \n\n Switzerland | \n\n 36.27% | \n\n 36.27% | \n
| \n Banijay Germany GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Banijay Productions GmbH | \n\n Germany | \n\n 68.24% | \n\n 68.24% | \n
| \n BRAINPOOL Beteiligungsgesellschaft GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n BRAINPOOL Live Artist &\u00a0Brand GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n BRAINPOOL TV GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n CAPE CROSS STUDIO UND FILMLICTHGESELLSCHAFT GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n COLOGNE COMEDY FESTIVAL GmbH (formerly K\u00d6LN COMEDY FESTIVAL GmbH) | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Endemol Shine Germany GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Endemol Shine Group Germany GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Good Humor GmbH | \n\n Germany | \n\n 35.20% | \n\n 35.20% | \n
| \n Good Times Fernsehproduktions GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n HPR PRODUKTION GbR | \n\n Germany | \n\n 35.91% | \n\n 35.91% | \n
| \n Kartell No. 5\u00a0GmbH LUCKY PICS GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Lucky Pics GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MadeFor Film GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MadeFor Music Publishing GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Major Minor Musikverlag GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MILE 108\u00a0GRIPSTORE GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MTS MANAGEMENT T\u00f6ne Stallmeyer GmbH | \n\n Germany | \n\n 64.65% | \n\n 64.65% | \n
| \n M\u00dcNSTERANER TOURNEESERVICE MTS Live GmbH | \n\n Germany | \n\n 57.47% | \n\n 57.47% | \n
| \n OGP K\u00fcnstlermanagement GmbH | \n\n Germany | \n\n 36.63% | \n\n 36.63% | \n
| \n RAAB TV \u2013\u00a0PRODUKTION GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Rainer LauxProductionsGmbH | \n\n Germany | \n\n 36.63% | \n\n 36.63% | \n
| \n SR Management GmbH | \n\n Germany | \n\n 36.63% | \n\n 36.63% | \n
| \n Banijay Iberia SRL | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n CUARZO PRODUCCIONES SL | \n\n Iberia | \n\n 86.06% | \n\n 86.06% | \n
| \n Diagonal Televisio. S.L.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n DLO PRODUCCIONES SL | \n\n Iberia | \n\n 85.06% | \n\n 85.06% | \n
| \n Endemol Portugal Unipessoal Lda Endemol Shine Iberia S.L.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Funwood Iberica SL | \n\n Iberia | \n\n 45.74% | \n\n 45.74% | \n
| \n Funwood SRL | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Gestmusic Endemol S.A.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Hierro Serie AIE | \n\n Iberia | \n\n 46.10% | \n\n 46.10% | \n
| \n Magnolia TV Espana | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Meric Producciones Audiovisuales AIE | \n\n Iberia | \n\n 46.10% | \n\n 46.10% | \n
| \n Non Stop People Espana SL | \n\n Iberia | \n\n 85.06% | \n\n 85.06% | \n
| \n Porto Cabo Atlantico SL | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Porto Cabo Canarias\u00a0SLU | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Porto Cabo Mediterr\u00e1neo SLU | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Porto Cabo TV SL | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Project Academy Series SL | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n R. Zinman Productions A.I.E. | \n\n Iberia | \n\n 86.59% | \n\n 86.59% | \n
| \n Shine Iberia Portugal. Unipessoal. Lda | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Iberia S.L.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Zeppelin Television S.A.U | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n 4FRIENDS S.R.L | \n\n Italy | \n\n 59.70% | \n\n 59.70% | \n
| \n Ambra Banijay Italia S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n ATLANTIS S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n AURORA TV S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Italia S.p.A (formerly Magnolia SpA) | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY STUDIO ITALY S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Italia S.p.A. | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n ITV MOVIE S.R.L | \n\n Italy | \n\n 81.71% | \n\n 81.71% | \n
| \n L\u2019Officina S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n MadDoll S.R.L | \n\n Italy | \n\n 54.00% | \n\n 54.00% | \n
| \n Milanoroma S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n NONPANIC S.R.L | \n\n Italy | \n\n 53.72% | \n\n 53.72% | \n
| \n Endemol India Private Ltd. India | \n\n India | \n\n 45.67% | \n\n 45.67% | \n
| \n Ink Pen Media Private Ltd. India | \n\n India | \n\n 45.67% | \n\n 45.67% | \n
| \n Logline Production Private Ltd. India | \n\n India | \n\n 45.21% | \n\n 45.21% | \n
| \n Seventauraus Entertainment Studios PV Ltd (BANIJAY ASIA) | \n\n India | \n\n 44.86% | \n\n 44.86% | \n
| \n SOL Production | \n\n India | \n\n 89.54% | \n\n 89.54% | \n
| \n 5th Element AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n 5to Element AB, Sweden | \n\n Nordics | \n\n 80.59% | \n\n 80.59% | \n
| \n BANIJAY FINLAND OY. Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY Holding Suomi OY, Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY INTERNATIONAL ApS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY NORDIC HOLDING ApS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Beforeigners Production AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Denmark AS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Norway AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Finland OY. Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Nordics AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Sweden AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Filmlance International AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Friday TV AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Guidebeast AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Danmark AS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Finland Oy, Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Enterprises AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Management AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Sverige AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n LivePeople ApS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n MAGFIVE Content AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff A/S. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff Entertainment AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff Media Holding AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Meter Television AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Metronome Post AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Metronome Productions A/S. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mutter Media AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NFTV PRODUKSJON AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NORDISK FILM &\u00a0TV PRODUKTION AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NORDISK FILM TV &\u00a0AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NORDISK FILM TV A/S. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n PINEAPPLE ENTERTAINMENT ApS. Denmark | \n\n Nordics | \n\n 45.67% | \n\n 45.67% | \n
| \n RESPIRATOR MEDIA &\u00a0DEVELOPMENT A/S. Denmark | \n\n Nordics | \n\n 44.87% | \n\n 44.87% | \n
| \n Rubicon TV AS. Norway Screen Media. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Screen Media AS, Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Nordics AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Solsidan Produktion HB. Sweden | \n\n Nordics | \n\n 44.77% | \n\n 44.77% | \n
| \n Solsidan Produktion AB. Sweden | \n\n Nordics | \n\n 44.77% | \n\n 44.77% | \n
| \n STO-CPH Produktion AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Film &\u00a0TV Production AB (formerly Yellow Bird Sweden AB) | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Films Aps. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Norge AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellowbird Holding AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellowbird Sweden AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Media AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n 21CF Shine Holdings UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Artists\u2019 Studio Management Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Artists\u2019 Studio TV Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bandit (Delicious 3) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay (Central) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Brands Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Rights Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bazal Productions Ltd. | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Black Mirror Drama (S4) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Black Mirror Drama (S5) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Black Mirror Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n BlackLight (On the Edge Season 3) Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Blacklight Television Ltd (formerly Touchpaper Television) | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Blobhead Productions Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Brighter Pictures Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Broadcast Communications (Productions) Ltd. | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Brown Eyed Boy (MHB) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Brown Eyed Boy Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bwark Films Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bwark production Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Castaway Television Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Channel 12\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n ChannelFlip Media Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dangerous Films Ltd | \n\n United Kingdom | \n\n 70.00% | \n\n 70.00% | \n
| \n Darlow Smithson Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Douglas Road Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dragonfly Film and Television Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dragonfly Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dream Alliance Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama 2\u00a0Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama 3\u00a0Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama 4\u00a0Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Edam SLB Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Electric Robin Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Electric Robin (BTR) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Electric Robin (GOG) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Gaming Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Group Holding UK Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Group Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine International Ltd. | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine International SPV Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol UK Holding Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Worldwide Distribution Holding Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n ES UK Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Fall Productions Ltd | \n\n United Kingdom | \n\n 40.29% | \n\n 40.29% | \n
| \n Far Moor Media Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Flatmates Production Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Good Catch Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Gravity Hill Production Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Green Eyed Boy Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 50.00% | \n
| \n Guilder Productions Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Hawkshead Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Holy Moly Entertainment Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n House of Tomorrow Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n House of Tomorrow Holdings Ltd | \n\n United Kingdom | \n\n 75.50% | \n\n 75.50% | \n
| \n House of Tomorrow Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Ideal World Films Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Ideal World Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial (Seaforth) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Film &\u00a0Television (Frankies House) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Film &\u00a0Television (Horse Opera) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Film &\u00a0Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Music Publishing Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n IWC Media Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Kudos and subsidiaries | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Late Night Shopping Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Lomond Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Love or Money Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Mast Media Big Call ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastercover Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Momedia TV Ltd | \n\n United Kingdom | \n\n 4.48% | \n\n 4.48% | \n
| \n Monogram Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Neon Ink Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n NC Shine Acquisition Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n NC Zodiak Media Ireland Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n New Moon Rising Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Not Driving That Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n OP Media Limited | \n\n United Kingdom | \n\n 67.16% | \n\n 67.16% | \n
| \n OP Talent Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Primetime Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Primetime No 2\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Princess Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n RDF Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Secret Life of Boys 5\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Commercial Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Commercial Ltd (Branch in Singapore) | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Creative (UK) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Ginkgo Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Jet Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Midco Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine North Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Pictures (UK) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Pictures LLP | \n\n United Kingdom | \n\n 44.77% | \n\n 44.77% | \n
| \n Shine TV (Hunted) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine TV Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Simon\u2019s Cat Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n Sound Pocket Music Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Southern Star Sales (UK) Ltd | \n\n United Kingdom | \n\n 85.44% | \n\n 85.44% | \n
| \n Superchargers Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Ted\u2019s Top Ten Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Teen Taxis Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Television Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Comedy Unit Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Fall 2\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Fall 3\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Foundation TV Productions Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Natural Studios Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n The Natural Studios Productions Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n The Russian Bride Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Unofficial TV Company Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect Kids and Family Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect Animation | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect and subsidiaries | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tigress Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tronpipe Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Victoria Real Ltd | \n\n United Kingdom | \n\n 88.15% | \n\n 88.15% | \n
| \n Wark Clements &\u00a0Company Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury (Moreton) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury (The Rig) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury (Troy) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury Production Company Limited | \n\n United Kingdom | \n\n 67.16% | \n\n 67.16% | \n
| \n Wild West (Initial) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wonder Productions Ltd (Wonder Television Limited) | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Workerbee Documentary Films Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Workerbee TV Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Productions UK Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n Yellow Bird UK Ltd | \n\n United Kingdom | \n\n 43.87% | \n\n 43.87% | \n
| \n Young Bwark Ltd | \n\n United Kingdom | \n\n 44.77% | \n\n 44.77% | \n
| \n Zeppotron Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zeppotron Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Kids Studio UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Media Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Music Publishing Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n 1953\u00a0LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n 1982\u00a0Productions, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n 247\u00a0W. 37th St. Location Services. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n 51\u00a0Minds Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n 51\u00a0Minds. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n ACIP CO LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n All Knight Music. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Alpha Blue Music. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Anonymous Music Library. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Ant Eggs Rentals. LLC | \n\n United States | \n\n 45.67% | \n\n 45.67% | \n
| \n Argyle Media. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Atrium Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Authentic Entertainment Holdings LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Authentic Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Authentic Minds. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY ENTERTAINMENT HOLDING US. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY GROUP US HOLDING. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY US | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Mexico and US Hispanic LLC | \n\n United States | \n\n 45.67% | \n\n 45.67% | \n
| \n Banijay Mexico and US Hispanic LLC, S.A.P.I de C.V. | \n\n United States | \n\n 45.65% | \n\n 45.65% | \n
| \n BANIJAY STUDIOS NORTH AMERICA. LLC | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Berkeley Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BG Apple. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BG Peach. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Big Ant Productions. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n BL4\u00a0Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BMP Films. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Bona Fide Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Boomdog Studios. S.A. de C.V. Mexico | \n\n United States | \n\n 45.49% | \n\n 45.49% | \n
| \n Brigadier Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BUNIM MURRAY PRODUCTIONS. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BUNIM MURRAY PRODUCTIONS. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Burbank North Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Candlestick Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n CCCM Projects. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Clock Tower Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Coconunu Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Complete Solution Pictures and Sound. LLC | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Cristal Ball Enterprises. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Crosswalk Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Deep Dish Productions of Chicago. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Distance Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Dos Producciones. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Beyond USA. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Latino N.A. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Boomdog Holding S.A.P.I de C.V. Mexico | \n\n United States | \n\n 45.67% | \n\n 45.67% | \n
| \n Endemol Shine Boomdog. LLC | \n\n United States | \n\n 51.00% | \n\n 51.00% | \n
| \n Endemol Shine Boomdog. S.A.P.I. de C.V. Mexico | \n\n United States | \n\n 45.65% | \n\n 45.65% | \n
| \n Endemol Mexico\u00a0SA de CV. Mexico | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Endemol Shine SPV. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine US Office. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Studios Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n ENDEMOL USA Holding. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n ENDEMOL USA. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n GF Gilms. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Go Ahead Productions. Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Gramercy Global Entertainment. LLC (The Blast) | \n\n United States | \n\n 53.28% | \n\n 53.28% | \n
| \n Gulf Stream Media Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Hashtag Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Hippocratical Productions LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Hizzoner. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Home Brewed Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Home Run Production Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Impressario Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n In the Keys Music. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Keeping Track Music. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Lars &\u00a0Son Moisture Farm. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Lock and Key Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Lock Cut 9. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Look Both Ways Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n M Cable Television. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n M Theory Entertainment. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Media Production Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Middle Man. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Mindring Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Mobility Productions, INC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Monte Pictures. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Mountain View Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Navy Street Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n NJC. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n No Doubt Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Note\u00a0Republic. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n NoVat Productions. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Only On Oxnard. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Onxnard Cats Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Organized Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Original Ink. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Original Media. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Our House Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n New Zealand 1, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n New Zealand 2, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Palisade Productions, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Particle LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Particle VFX. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Pico Script Lab. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n PMPGL. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Production Support Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Proton Production, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Road Rules Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Rough Cut Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n RW Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Screenbox. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n SDE WV. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Shadows Doubt. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Shea Office Space and Furnishings. LLC | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Shine Television. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine US Holdings. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Snack Tray Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Spring Break Films. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n STEPHEN DAVID ENTERTAINMENT | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Stephen David Media. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Suns Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Sunset Ventures. Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Superior Production Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Swampy Projects. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Tabula Rasa Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Tatsy Treat. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n The American Cue Society. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Trade Winds Productions. Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Trapeze Productions, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n True Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n True TTH. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Truly Original. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Turnt Up Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n United Front Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n UP-N-ATOM, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Very Water Logged. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n W. 37th St. Location Services. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Warren and Whitmore, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Wescar. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Wheelhouse Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n World Wars WV. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n YB US HOLDINGS CORT | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n YOLO Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zamora Films. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Americas | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak USA | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Latino Llc | \n\n United States | \n\n 80.59% | \n\n 80.59% | \n
| \n Zodiak Latino S. DE R. L DE C.V. (formerly RM5to Elemento Mexico SDE) | \n\n \n | \n\n 81.51% | \n\n 81.51% | \n
| \n Zoom Equipment Rentals. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Israel Ltd.. Israel | \n\n Rest of the World | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Medya Produlksiyon Ticaret Limited Sirketi, Turkey | \n\n Rest of the World | \n\n 89.09% | \n\n 89.09% | \n
| \n Endemol Middle East Productions\u00a0SAL, Lebanon | \n\n Rest of the World | \n\n 89.36% | \n\n 89.36% | \n
| \n Endemol Shine Brasil Producoes Ltda. Brazil | \n\n Rest of the World | \n\n 87.66% | \n\n 87.66% | \n
| \n Endemol Shine Polska Sp. Z.o.o.. Poland | \n\n Rest of the World | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol South East Asia Pte Ltd. Singapore | \n\n Rest of the World | \n\n 89.54% | \n\n 89.54% | \n
| \n JSC WeiT Media. Russia | \n\n Rest of the World | \n\n 71.63% | \n\n 71.63% | \n
| \n Mastiff LLC. Russia | \n\n Rest of the World | \n\n 67.60% | \n\n 67.60% | \n
| \n Crossmex\u00a0B.V. Netherlands | \n\n Investments in associates | \n\n 53.72% | \n\n 53.72% | \n
| \n Daze MGMT\u00a0SAS | \n\n Investments in associates | \n\n 31.37% | \n\n 31.37% | \n
| \n Double Dutch Productions Lrd | \n\n Investments in associates | \n\n 44.68% | \n\n 44.68% | \n
| \n Ensemble Entertainment. LLC. United States | \n\n Investments in associates | \n\n 1.34% | \n\n 1.34% | \n
| \n Financi\u00e8re EMG\u00a0SAS. France | \n\n Investments in associates | \n\n 6.82% | \n\n 6.82% | \n
| \n Flow Ventures. LLC. United States | \n\n Investments in associates | \n\n 33.58% | \n\n 33.58% | \n
| \n Foundling Bird Ltd. UK | \n\n Investments in associates | \n\n 8.95% | \n\n 8.95% | \n
| \n LADYKRACHER TV \u2013\u00a0PRODUKTION GmbH. Germany | \n\n Investments in associates | \n\n 35.91% | \n\n 35.91% | \n
| \n M.G. Productions\u00a0SAS (Commercial name: Marathon Studio) | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
| \n MINESTRONE PRODUKTION GbR. Germany | \n\n Investments in associates | \n\n 35.91% | \n\n 35.91% | \n
| \n Playzido Ltd. UK | \n\n Investments in associates | \n\n 17.78% | \n\n 17.78% | \n
| \n Pure Grass Films Ltd. UK | \n\n Investments in associates | \n\n 4.48% | \n\n 4.48% | \n
| \n Second Nature Media\u00a0B.V. Netherlands | \n\n Investments in associates | \n\n 44.77% | \n\n 44.77% | \n
| \n Shine Fiction\u00a0SAS | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
| \n Story Monster. LLC. United States | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
| \n What\u2019s the Story? Sounds Ltd | \n\n Investments in associates | \n\n 22.39% | \n\n 22.39% | \n
| \n Yellowbird YS, LLC. | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
30.2Betclic Everest Group\u2019s sub-group consolidation scope
The table below presents the percentage of ownership interest held by Betclic Everest Group\u00a0SAS in its subsidiaries \u2013 all companies and sub-groups below are fully consolidated \u2013:
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Betclic Everest Group\u00a0SAS | \n\n France | \n\n Holding | \n|
| \n Mangas Gambling Engineering SARL | \n\n France | \n\n 100.00% | \n\n 100.00% | \n
| \n Mangas Everest SAS | \n\n France | \n\n - | \n\n 100.00% | \n
| \n Betclic Overseas SAS(1) | \n\n France | \n\n 90.00% | \n\n 90.00% | \n
| \n Betclic C\u00f4te d'Ivoire SAS(1) | \n\n Ivory Coast | \n\n 90.00% | \n\n - | \n
| \n Betclic S\u00e9n\u00e9gal SAS | \n\n Senegal | \n\n 90.00% | \n\n - | \n
| \n Betclic B\u00e9nin SAS | \n\n Benin | \n\n 90.00% | \n\n - | \n
| \n Betclic Enterprises Ltd | \n\n Malta | \n\n 100.00% | \n\n - | \n
| \n BEM Operations Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n Betclic Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n Mangas Gaming Malta Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n Mangas Investment Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n EG Portugal Sul | \n\n Portugal | \n\n 100.00% | \n\n 100.00% | \n
| \n BC Malta Services Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n BC Makreting Agency Italia Srl | \n\n Italy | \n\n 100.00% | \n\n 100.00% | \n
| \n Euro Gaming Investment SA | \n\n Luxemburg | \n\n 100.00% | \n\n - | \n
| \n Equinox Ltd | \n\n Gibraltar | \n\n 100.00% | \n\n 89.54% | \n
| \n Mater Ltd Gibraltar | \n\n Gibraltar | \n\n 100.00% | \n\n 100.00% | \n
| \n bet-at-home.com AG Germany | \n\n Germany | \n\n 53.90% | \n\n 53.90% | \n
| \n bet-at-home.com AG Austria | \n\n Austria | \n\n 53.90% | \n\n 53.90% | \n
| \n Beteiligungsholding GmbH | \n\n Austria | \n\n 53.90% | \n\n 53.90% | \n
| \n BAH Niederlande GmbH | \n\n Austria | \n\n 53.90% | \n\n - | \n
| \n bet-at-home Holding Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n - | \n
| \n bet-at-home Entertainment Ltd Malta(2) | \n\n Malta | \n\n - | \n\n 100.00% | \n
| \n bet-at-home International Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 53.90% | \n
| \n bet-at-home Internet Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 53.90% | \n
| \n Jonsden Properties Ltd Gibraltar | \n\n Gibraltar | \n\n 53.90% | \n\n 53.90% | \n
| \n Skillstar SARL | \n\n France | \n\n - | \n\n 50.00% | \n
| \n (1)Betclic Overseas (registered in France) and Betclic Ivory Coast (registered in Ivory Coast) were created to operate the market under Lonaci (Loterie nationale de C\u00f4te d\u2019Ivoire) license. (2)bet-at-home.com Entertainment Ltd. Malta was deconsolidated due to loss of control over the company (refer to note 3.1.3.I) on page 222). | \n
| \n Note 2 | \n\n Basis of preparation | \n
2.1Statement of compliance
The consolidated financial statements of the Group for the Financial Year 2022 and the Financial Year 2021\u00a0have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and available on the European Commission website.
These standards include International Financial Reporting Standards and International Accounting Standards (IAS), as well as the related International Financial Reporting Interpretations Committee (IFRIC) interpretations.
The consolidated financial statements are presented in euros. Unless otherwise indicated, all amounts are rounded to the nearest hundred thousand euros, rounding differences may occur.
These consolidated financial statements were authorized for issue by the Board of Directors on 28\u00a0April 2023.
2.2Scope of consolidation
The consolidated Group is the continuity of the reporting entity reflected in the Combined Financial Statements. The constitution of the Group\u2019s results from contribution of entities to FL\u00a0Entertainment, without modification in fine of the control by Financi\u00e8re Lov (refer to notes\u00a01.2 and 3.1.1 II) on pages 205 and 220). These operations are therefore a combination between entities under common control. This type of combination is excluded from the scope of IFRS\u00a03 Business Combinations. In the absence of an IFRS\u00a0standard specifically applicable to such a transaction, the Group has elected to recognize them using the pooling of interests\u2019 method based on the existing book value (predecessor value accounting) in the Financi\u00e8re Lov historical consolidated financial statements. The pooling of interests was applied retrospectively. The legal entities and sub-groups forming part of the Group are as follows:
| \n Name of the legal entity\u00a0or sub-group | \n\n Country of incorporation | \n\n % of ownership interest | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n||
| \n FL Entertainment | \n\n The Netherlands | \n\n Parent company | \n\n - | \n
| \n Pegasus Entrepreneurial Acquisition Company Europe\u00a0B.V. | \n\n The Netherlands | \n\n Merged into FL Entertainment | \n\n - | \n
| \n Lov Banijay | \n\n France | \n\n Merged into FL Entertainment | \n\n 100.00% | \n
| \n LDH | \n\n France | \n\n Merged into Lov Banijay | \n\n 51.60% | \n
| \n Mangas Lov | \n\n France | \n\n Merged into Lov Banijay | \n\n 100.00% | \n
| \n Sub-group Betclic Everest Group | \n\n \n | \n\n \n | \n\n \n | \n
| \n \u2022Betclic Everest Group | \n\n France | \n\n 94.60% | \n\n 47.30% | \n
| \n \u2022Subsidiaries | \n\n Note 30.2 | \n\n Note 30.2 | \n\n Note 30.2 | \n
| \n Sub-group Banijay | \n\n \n | \n\n \n | \n\n \n | \n
| \n \u2022Banijay Group Holding | \n\n France | \n\n 100.00% | \n\n 34.64% | \n
| \n \u2022Banijay Group | \n\n France | \n\n 92.26% | \n\n 89.54% | \n
| \n \u2022Subsidiaries | \n\n Note 30.1 | \n\n Note 30.1 | \n\n Note 30.1 | \n
All companies and sub-groups in the table above are fully consolidated. However, the sub-groups have interests in associates and joint ventures. The detailed list of the legal entities is available in note\u00a030 on page 273.
These consolidated financial statements are the continuation of the Combined Financial Statements as of and for the year ended 31\u00a0December 2021 as included in the Prospectus and that have been authorized for issuance by the Board of Directors of Financi\u00e8re Lov\u00a0SAS at its meeting held on 9\u00a0May 2022. There is no significant change in accounting standards between the 2021 comparative consolidated financial statements and the 2021 Combined Financial Statements.
2.3Applicable accounting standards
The consolidated financial statements for the years ended on the 31 December 2022 and 2021 have been prepared in accordance with International Financial Reporting Standards (\u201cIFRS\u201d) as issued by International Accounting Standard Board (\u201cIASB\u201d) as adopted by the European Union and available on the European Commission website.
These standards include IFRS and IAS, as well as the related IFRIC interpretations. The financial statements have been prepared on the historical cost basis, except for the revaluation of certain properties and financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share\u2011based payment transactions that are within the scope of IFRS\u00a02, leasing transactions that are within the scope of IFRS\u00a016\u00a0Leases, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS\u00a02\u00a0Inventories or value in use in IAS\u00a036\u00a0Impairment of Assets.
The principal accounting policies adopted are set out below.
2.3.1Effective for fiscal years beginning on or after 1\u00a0January 2022
IFRS\u00a0standards effective in 2022
\u2022Amendments to IFRS\u00a03\u00a0Reference to the Conceptual Framework
Effective date: 1\u00a0January\u00a02022
\u2022Amendments to IAS\u00a016\u00a0Property, Plant and Equipment \u2013\u00a0Proceeds before Intended Use
Effective date: 1\u00a0January\u00a02022
\u2022Amendments to IAS\u00a037\u00a0Onerous Contracts \u2013\u00a0Cost of Fulfilling a Contract
Effective date: 1\u00a0January\u00a02022
\u2022Annual Improvements to IFRS\u00a0Standards 2018-2020
Effective date: 1\u00a0January\u00a02022
These standards, amendments and interpretations do not have a significant impact on the Group\u2019s consolidated financial statements as of 31\u00a0December 2022.
Moreover, the Group has considered the following IFRS\u00a0IC\u2019s decisions:
IFRS\u00a0IC decision relating to the Special Purpose Acquisition Companies (SPAC): accounting for warrants at acquisition
In September\u00a02022, the IFRIC\u00a0issued a decision on SPAC clarifying how the entity accounts for warrants on acquiring the SPAC. The accounting treatment of the Business Combination explains in note\u00a03.1.1 II) on page 220\u00a0is in line with the IFRIC\u00a0decision.
IFRIC\u00a0decision relating to IAS\u00a07\u00a0Statement
of Cash Flows
In April\u00a02022, the IFRIC\u00a0issued a decision on IAS\u00a07\u00a0clarifying how the deposits with restrictions on use arising from a contract with a third party are presented in the cash flows statement and balance sheet. After analyzing the potential effect on the classification of the restricted cash from Online sports betting &\u00a0gaming business, the Group has concluded that the overall impact of this change in standards is not impacting is accounting process.
2.3.2Standards issued but not yet effective
IFRS\u00a0standards adopted by the European Union
\u2022IFRS\u00a017\u00a0Insurance Contracts
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IFRS\u00a017\u00a0&\u00a0IFRS\u00a09\u00a0Insurance Contracts &\u00a0Financial Instruments \u2013\u00a0Comparative Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a01 and the Impact on the ISAs Presentation of Financial Statements \u2013\u00a0Disclosure of Material Accounting Policy Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a08 Accounting Policies, Changes in Accounting Estimates and Errors \u2013\u00a0Definition of Accounting Estimates
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a012 Income taxes \u2013\u00a0Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction
Effective date: 1\u00a0January\u00a02023
IFRS\u00a0standards not yet adopted
by the European Union
\u2022Amendments to IAS\u00a01\u00a0Presentation of Financial Statements \u2013\u00a0Classification of Liabilities as Current or Non-Current
\u2022Amendments to IFRS\u00a016\u00a0Leases \u2013\u00a0Lease Liability in a Sale and Leaseback
The Group has not early adopted any of the referred standards in the preparation of the consolidated financial statements. None of the accounting standards issued but not yet effective are expected to have a significant impact on the Group\u2019s consolidated financial statements.
2.4Significant assumptions and estimates
The preparation of these consolidated financial statements requires the Group\u2019s management to make assumptions and estimates that may affect the application of the accounting methods, and the reported amounts of assets and liabilities, as well as certain income and expenses for the period. These assumptions and estimates relate mainly to:
i)the valuation and useful lives of audiovisual rights;
ii)the purchase price allocation and the measurement of goodwill from business combinations, the determination of the recoverable value of cash-generating units (including differences acquisition) and subsequent impairment test;
iii)the calculation of debt related to earn outs on acquisitions;
iv)the estimate of debt resulting from put options in favor of minority shareholders;
v)the estimate of liabilities related to employee long-term incentives and employee benefits resulting from a business acquisition;
vi)the estimate of the valuation of securities;
vii)the right-of-use assets and lease liabilities;
viii)the amount of provisions for risks and other provisions in relation with the Group\u2019s activity; and
ix)the deferred taxes judgement in assessing the uncertainty of whether it is probable to recover the deferred taxes assets.
Actual results may differ from these estimates under different assumptions or conditions.
2.1Statement of compliance
The consolidated financial statements of the Group for the Financial Year 2022 and the Financial Year 2021\u00a0have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and available on the European Commission website.
These standards include International Financial Reporting Standards and International Accounting Standards (IAS), as well as the related International Financial Reporting Interpretations Committee (IFRIC) interpretations.
These consolidated financial statements were authorized for issue by the Board of Directors on 28\u00a0April 2023.
2.3Applicable accounting standards
The consolidated financial statements for the years ended on the 31 December 2022 and 2021 have been prepared in accordance with International Financial Reporting Standards (\u201cIFRS\u201d) as issued by International Accounting Standard Board (\u201cIASB\u201d) as adopted by the European Union and available on the European Commission website.
These standards include IFRS and IAS, as well as the related IFRIC interpretations. The financial statements have been prepared on the historical cost basis, except for the revaluation of certain properties and financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share\u2011based payment transactions that are within the scope of IFRS\u00a02, leasing transactions that are within the scope of IFRS\u00a016\u00a0Leases, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS\u00a02\u00a0Inventories or value in use in IAS\u00a036\u00a0Impairment of Assets.
The principal accounting policies adopted are set out below.
2.3.1Effective for fiscal years beginning on or after 1\u00a0January 2022
IFRS\u00a0standards effective in 2022
\u2022Amendments to IFRS\u00a03\u00a0Reference to the Conceptual Framework
Effective date: 1\u00a0January\u00a02022
\u2022Amendments to IAS\u00a016\u00a0Property, Plant and Equipment \u2013\u00a0Proceeds before Intended Use
Effective date: 1\u00a0January\u00a02022
\u2022Amendments to IAS\u00a037\u00a0Onerous Contracts \u2013\u00a0Cost of Fulfilling a Contract
Effective date: 1\u00a0January\u00a02022
\u2022Annual Improvements to IFRS\u00a0Standards 2018-2020
Effective date: 1\u00a0January\u00a02022
These standards, amendments and interpretations do not have a significant impact on the Group\u2019s consolidated financial statements as of 31\u00a0December 2022.
Moreover, the Group has considered the following IFRS\u00a0IC\u2019s decisions:
IFRS\u00a0IC decision relating to the Special Purpose Acquisition Companies (SPAC): accounting for warrants at acquisition
In September\u00a02022, the IFRIC\u00a0issued a decision on SPAC clarifying how the entity accounts for warrants on acquiring the SPAC. The accounting treatment of the Business Combination explains in note\u00a03.1.1 II) on page 220\u00a0is in line with the IFRIC\u00a0decision.
IFRIC\u00a0decision relating to IAS\u00a07\u00a0Statement
of Cash Flows
In April\u00a02022, the IFRIC\u00a0issued a decision on IAS\u00a07\u00a0clarifying how the deposits with restrictions on use arising from a contract with a third party are presented in the cash flows statement and balance sheet. After analyzing the potential effect on the classification of the restricted cash from Online sports betting &\u00a0gaming business, the Group has concluded that the overall impact of this change in standards is not impacting is accounting process.
2.3.2Standards issued but not yet effective
IFRS\u00a0standards adopted by the European Union
\u2022IFRS\u00a017\u00a0Insurance Contracts
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IFRS\u00a017\u00a0&\u00a0IFRS\u00a09\u00a0Insurance Contracts &\u00a0Financial Instruments \u2013\u00a0Comparative Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a01 and the Impact on the ISAs Presentation of Financial Statements \u2013\u00a0Disclosure of Material Accounting Policy Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a08 Accounting Policies, Changes in Accounting Estimates and Errors \u2013\u00a0Definition of Accounting Estimates
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a012 Income taxes \u2013\u00a0Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction
Effective date: 1\u00a0January\u00a02023
IFRS\u00a0standards not yet adopted
by the European Union
\u2022Amendments to IAS\u00a01\u00a0Presentation of Financial Statements \u2013\u00a0Classification of Liabilities as Current or Non-Current
\u2022Amendments to IFRS\u00a016\u00a0Leases \u2013\u00a0Lease Liability in a Sale and Leaseback
The Group has not early adopted any of the referred standards in the preparation of the consolidated financial statements. None of the accounting standards issued but not yet effective are expected to have a significant impact on the Group\u2019s consolidated financial statements.
2.4Significant assumptions and estimates
The preparation of these consolidated financial statements requires the Group\u2019s management to make assumptions and estimates that may affect the application of the accounting methods, and the reported amounts of assets and liabilities, as well as certain income and expenses for the period. These assumptions and estimates relate mainly to:
i)the valuation and useful lives of audiovisual rights;
ii)the purchase price allocation and the measurement of goodwill from business combinations, the determination of the recoverable value of cash-generating units (including differences acquisition) and subsequent impairment test;
iii)the calculation of debt related to earn outs on acquisitions;
iv)the estimate of debt resulting from put options in favor of minority shareholders;
v)the estimate of liabilities related to employee long-term incentives and employee benefits resulting from a business acquisition;
vi)the estimate of the valuation of securities;
vii)the right-of-use assets and lease liabilities;
viii)the amount of provisions for risks and other provisions in relation with the Group\u2019s activity; and
ix)the deferred taxes judgement in assessing the uncertainty of whether it is probable to recover the deferred taxes assets.
Actual results may differ from these estimates under different assumptions or conditions.
2.5Main accounting policies
The accounting methods described were consistently applied to all the reporting periods presented in the consolidated financial statements.
2.5.1Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31\u00a0December each year. Control is achieved when the Company:
\u2022has the power over the investee;
\u2022is exposed, or has rights, to variable returns from its involvement with the investee; and
\u2022has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non\u2011controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non\u2011controlling interests even if this results in the non\u2011controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group\u2019s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non\u2011controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS\u00a0Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS\u00a09\u00a0Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
2.5.2Business combinations
Business combinations are accounted for under the acquisition method as published in IFRS\u00a03 when the acquired set of activities and assets meets the definition of a business and control is transferred to the Company.
In determining whether a particular set of activities and assets is a business, the Company assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognized in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognized in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (full goodwill) or at the percentage of shares of identifiable assets and liabilities it possesses.
According to IFRS\u00a010, acquisitions in non-controlling interests and disposals without loss of control are considered as transactions between shareholders. The difference between the acquisition price of the additional shares and the related share of equity is recognized in shareholders\u2019 equity (Group share). The costs attributable to such transactions as well as their related fiscal impacts are booked in equity.
The cash flows related to transactions with shareholders are presented in Cash flow from investing activities in the consolidated statements of Cash Flows.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the \u201cmeasurement period\u201d (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs.
The Group identifies the transactions that are qualified as separate transactions in accordance with IFRS\u00a03, especially transactions that remunerates former shareholders of the acquiree for future services. Those transactions are accounted for in accordance with the relevant IFRS\u00a0(refer to note 2.5.18 of page 216).
2.5.3Goodwill
Goodwill is initially recognized and measured as set out above.
Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), (CGU), expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production &\u00a0distribution business;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognized for goodwill cannot be reversed in subsequent periods.
The accounting policy for goodwill arising on the acquisition of an associate or a joint venture is described below.
2.5.4Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognized initially in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment.
2.5.5Intangible assets
Intangible assets with finite useful lives are initially recognized at cost, except for those acquired in a business combination, which are recognized at fair value.
Intangible assets presented in the consolidated statement of financial position comprise:
\u2022format rights acquired from a third party or through business combinations. They can be commercially exploited either through internal use, i.e., the production of television programs by a Group entity, or through external use, i.e., the sale or licensing to third parties;
\u2022audiovisual rights, or catalogues, referred to as the Group\u2019s library of finished programs, whether acquired or internally developed, for which the Group has legal right to distribute and to receive revenue from the distribution of the rights;
\u2022production contracts or client contracts, acquired through business combinations, to produce television programs, TV movies, or cinematic movies;
\u2022fictions in progress which are the costs incurred for fiction productions that are not yet finalized and not delivered to the client at the closing date, and for which i) the Group retains the intellectual property (IP) and ii) the Group expects significant further IP revenue;
\u2022rights for the movie adaptation of books;
\u2022intangible assets acquired in the normal activity of the Online sports betting &\u00a0gaming business such as domain names, websites, customer database;
\u2022Online sports betting &\u00a0gaming business software acquired from a third party or through business combinations or which are the costs incurred to develop it (refer to note 2.5.6 on page 211); and
\u2022other intangible assets such as other administrative software.
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortized on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortized on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
2.5.6Internally generated software
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognized if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalized during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalized. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognized as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
2.5.7Property, plant and equipment
Property, plant and equipment are recorded at their acquisition cost and then carried at historical cost less accumulated depreciation and impairment losses. Acquisition cost includes costs directly attributable to transporting an asset to its physical location and preparing it for its operational use, and the collection of property, plant and equipment, and the rehabilitation of the physical location resulting from the incurred obligation.
Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each financial year\u00a0end.
Lands and tangible assets in progress are not depreciated. When tangible assets in progress are ready for its intended use, they are transferred to the relevant category and depreciation starts. When property, plant and equipment include significant components with different useful lives, they are recorded and depreciated separately.
Depreciation is recognized on the following basis:
| \n \n | \n\n Method | \n\n Duration | \n
| \n Technical facilities and equipment | \n\n Straight-line | \n\n 3\u00a0to 20\u00a0years | \n
| \n Office furniture and equipment | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Constructions | \n\n Straight-line | \n\n 15\u00a0to 40\u00a0years | \n
| \n Other fixed assets | \n\n Straight-line | \n\n 3\u00a0to 10\u00a0years | \n
2.5.8Lease
Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain Ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The interest used at the inception of the contract will be the same for the whole life of the lease term aside if there are modifications in contract terms such as a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12\u00a0months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.
Significant judgement in determining the lease term of contracts with renewal options
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised by the Group, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the option, under some of its real estate leases to lease the assets for additional terms of several years. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).
2.5.9Impairment of property, plant
and equipment, intangible assets (other than goodwill)
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.3 on page 210.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognized, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognized for the asset in prior years.
2.5.10Production of audiovisual programs - work in progress
Inventories relating to work in progress are valued at production cost. They represent outstanding production of audiovisual programs, excluding fictions for which (i) the Group retains a part of the intellectual property (IP) and (ii) expects significant IP revenue, that are not finalized and not delivered to the client at closing date. In the case production losses are anticipated, a provision for losses on onerous contract is accounted for, after inventories have been written off.
2.5.11Financial instruments and equity instruments
Financial instruments consist of:
\u2022financial assets, including other non-current assets, trade receivables, other current assets, and cash and cash equivalents;
\u2022financial liabilities, including securities issued that are not qualified as equity instruments, long and short-term borrowings and bank overdrafts, accounts and notes payable and other current and non-current liabilities;\u00a0and
\u2022derivative instruments.
Financial instruments (assets and liabilities) are recorded in the consolidated statement of financial position at the fair value on initial recognition, plus in the case of an asset that is not subsequently recognized at fair value through profit or loss, transaction costs directly attributable to the acquisition of that asset. They are subsequently measured at either fair value (result or other comprehensive income) or amortized costs, depending on their nature. Amortized cost corresponds to the initial carrying amount (net of transaction costs), plus interest calculated using the effective interest rate, less cash outflows (coupon interest payments and repayments of principal and redemption premiums where applicable). Accrued interest (income and expense) is not recorded based on the financial instrument\u2019s nominal interest rate but based on its effective interest rate. The fair value of a financial instrument is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm\u2019s length transaction.
Financial assets
The classification of a financial asset in each of these categories depends on the management model applied by the enterprise and the characteristics of its contractual cash flows. Transactions relating to financial assets are recorded at settlement date.
Debt instrument at amortized costs
These financial assets are initially recognized at their fair value to which is added directly attributable transaction costs and, then at amortized cost at each closing date, applying the effective interest rate method. This category of assets includes trade receivables and other debtors, loans and deposits, receivables attached to participating interests, cash and loans to associates or non-consolidated entities. In practice, trade receivables are measured to the amortized cost method, even though they may be subject to an assignment of receivables, for example, in the context of factoring.
Equity instrument at fair value through OCI
The Group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortized cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognized, the previously recognized impairment will be reversed. The reversal of an impairment loss is recognized as profit or loss, as long as the book value of the asset does not exceed its amortized cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Derecognition of financial assets
Financial assets and related impairment are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortized cost, the difference between the asset\u2019s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. A financial instrument is classified as an equity instrument only when (a) the instrument includes no contractual obligation (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the issuer; and (b) if the instrument will or may be settled in the issuer\u2019s own equity instruments, it is (i) a non-derivative that includes no contractual obligation for the issuer to deliver a variable number of its own equity instruments; or (ii) a derivative that will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
Repurchase of the Company\u2019s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
Financial liabilities
Financial liabilities are divided into two categories: financial liabilities at amortized cost and financial liabilities at fair value through profit or loss.
The financial liabilities of the Group mainly consist of liabilities valued at amortized cost. Among them are loans and similar debts including:
\u2022bonds and secured notes;
\u2022credit lines from banks and other production financings;
\u2022bank overdrafts;
\u2022borrowings;
\u2022other loans (such as vendor loans); and
\u2022trade payables.
The category of financial liabilities at fair value through profit or loss includes among other things earn out liabilities, put options over non-controlling interests and securities.
Interest-bearing debts and borrowings
All loans, and debts are recognized initially at the fair value of the consideration received, less costs directly attributable to the transaction. After initial recognition, interest-bearing liabilities and debts are measured at amortized cost using the effective interest rate method. Costs directly attributable to the issuance of debt are deducted from liabilities and are amortized over the life of the debt, as a component of the effective interest rate.
Financial liabilities at Fair Value Through Profit or Loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the \u201cOther finance income/(costs)\u201d line item (note\u00a010, page 234) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 263.
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group\u2019s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
Derivatives
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognized initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognized as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognized in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognized in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognized directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realized or settled within 12\u00a0months.
2.5.12Cash and cash equivalents
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
2.5.13Trade receivables
Trade Receivables on \u201cProviders\u201d
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
2.5.14Commitments to purchase non-controlling interests (put options)
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements convey an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests is reclassified to other current or non-current liabilities.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
2.5.15Provisions and contingent assets and liabilities
Provisions are recorded only if the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an expenditure will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. It is accounted for as profit or loss in a dedicated line, net of any contingent reimbursement.
If the effect of the time value of money is material, provisions are discounted using a discount pre-tax rate that reflects, where appropriate, the risks specific to the obligation. When discounting, the increase in the provision due to the passage of time is recognized in net financial income (loss).
If the amount of the obligation cannot be reliably estimated, no provision is recorded and a disclosure is made in the notes to the consolidated financial statements.
Non-financial guarantees are accounted for as a contingent liability until such time it becomes probable that the Group will be required to make a payment under the guarantee.
Contingent liabilities are possible obligations or present obligations that cannot be measured with a sufficient reliability or that are not probable unless it is assumed in a business combination. Contingent liabilities are reviewed continuously to assess whether an outflow of resources has become probable.
2.5.16Pensions and other post-employment benefits
The Group\u2019s obligations under defined benefit pension plans and other post-employment benefit plans are computed by independent actuaries using the projected unit credit method. The actuarial valuation involves making assumptions such as discount rates, retirement date, staff turnover, future increases of wages, mortality rates and future pension increases.
The effect of discounting of the provision are presented in the net financial income (loss).
For these post-employment benefit plans, the actuarial gains and losses are immediately and entirely recognized in other comprehensive income with no possibility of recycling in the income statement. Past service costs are immediately and fully recorded in the income statement on acquired rights as well as on future entitlements.
2.5.17Employees long-term incentive plans
The Group issued long-term incentive plans (LTIP). They are mostly based on the value created during a defined period, in accordance with formulas mostly based on operating indicators (such as EBITDA). Some of them are settled in shares but are supplemented by a liquidity agreement granted by the Group. The others are settled in cash. Depending on the plans\u2019 terms and conditions, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives. These plans are subject to service conditions.
A liability is recognized for the services acquired over the vesting period based on the valuation of the liability. At each reporting date until the liability is settled, and at the date of settlement, the value of the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
2.5.18Employee benefits resulting from a business acquisition arrangement
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognized as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives:
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognized for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognized as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
2.5.19Revenue
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control of a product or service to a customer.
The revenue from ordinary activities is recognized as soon as the economic benefits of the transaction will probably benefit the Group, the amount is reliably measured, and it is likely the amount of the transaction will be recovered.
Revenue from the two businesses and their specificities are explained below.
Revenue Recognition for the Content Production &\u00a0Distribution Business
Revenue recognition is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognized either when the performance obligation in the contract has been performed (\u201cpoint in time\u201d recognition) or \u201cover time\u201d as control of the performance obligation is transferred to the customer.
Customer contracts can have a wide variety of performance obligations, from production contracts to format licenses and distribution activities. For these contracts, each performance obligation is identified and evaluated.
The transaction price, being the amount to which the Group expects to be entitled and has rights to under the contract is allocated to the identified performance obligations. The transaction price will also include an estimate of any variable consideration where the Group\u2019s performance may result in additional revenue based on the achievement of agreed targets such as audience targets. Variable consideration is not recognized until the performance obligations are met.
Production revenue from producing television programs
Production revenue is recognized when the programs are delivered to the client. Standard criteria to establish revenue recognition are:
\u2022in most cases, client\u2019s acceptance document (i.e., delivery notice signed/approved by the client\u2026);
\u2022delivery of a certain number of episodes.
In case of partial delivery of the same program over several periods of time (series,\u00a0etc.), revenue, costs and margin are recognized according to episodic deliveries. Production revenue do not include grants, subsidies and co-producers\u2019 contributions. These are presented as a reduction of cost of sales.
Distribution revenue from the sale of finished programs and formats
Distribution revenue is recognized when the rights are transferred to the client:
\u2022based on a signed contract or a deal memo;
\u2022when the related rights are opened; and
\u2022for the full revenue (revenue are not spread over the licensing period), as it is an access to right since there is limited ongoing involvement in the use of the license following its transfer to the customer.
Minimum guaranteed revenue is recognized as revenue when the above criteria are met, and further variable payments are recognized when highly probable.
Revenue from music rights is recognized as revenue when received based on royalties\u2019 statements (output method).
Consideration as a principal or an agent in revenue recognition
The Group had determined it is a principal in most of its performance obligation.
In the course of its business, the Group resells finished tape or formats purchased from third parties. Given it obtains the right to distribute the content, the Group usually controls the license. The distinction between agent and principal has an impact on the presentation of revenue, which is recognized as follows:
\u2022on a gross basis when the Group is a principal;
\u2022net of the cost of sales when the Group is an agent.
Revenue Recognition for the Online Sports Betting &\u00a0Gaming Business
The Online sports betting &\u00a0gaming business generates its revenue from the conclusion and processing of sports bets and the provision of various other online casinos, games and turf. In line with the practices in the industry, the net results from bets and/or wagers placed by customers and pay-outs to customers is initially recognized as gross betting and gaming revenue.
The net betting and gaming revenue recognized in the consolidated statements of income is the residual amount left after deducting betting fees and gaming levies.
Gross betting and gaming revenue
Gross betting and gaming revenue are recognized once all of the obligations have been fulfilled, i.e. once the events and their relative players\u2019 bets or the wagers on online casinos, and other online games, have been completed and the Group has calculated the winnings and the publication of the results.
It is based on the turnover. This results in the following principles:
\u2022gross betting and gaming revenue from games in casinos and sports betting corresponds to money lost by players in these activities during the accounting period;
\u2022gross betting and gaming from poker games corresponds to the commissions (rake) collected on poker games, increased by the entry fees collected over the period; and
\u2022gross betting and gaming on the horseracing corresponds to the commissions collected on the bets of the players.
The gross gaming proceeds from bets already placed on sporting events at the closing but the results of which will not be known until after the end of the period (pending bets) is not recognized as revenue. This amount is recorded as prepaid income (see below).
Players\u2019 bonuses
Players\u2019 Bonuses are composed with 4\u00a0categories:
\u2022\u201cFree-bets\u201d, a virtual amount (which can be withdrawn) that can be used to place a sports bet. In case of positive betting outcome, the net winning (winnings minus stake) is credited to the customer balance. \"Free-bets\" bonuses not yet consumed at the reporting date are recognized at their fair value through profit or loss;
\u2022\u201cBoost bonus\u201d, an odd multiplier available for specific multiple bets increasing the expected winning amount;
\u2022\u201cCash bonus\u201d, cash amount credited to the player balance and immediately withdrawable; and
\u2022\u201cBlocked bonus\u201d, a bonus withdrawable pertaining specific triggering conditions such as wagering requirements. Cost of bonus is reported when credited to the customer account to the exception of provision which is fair valued through profit and loss.
Pending bets
The gross amount of bets placed on sporting events at the reporting date whose results will not be known until after the end of the period (pending bets) is recognized as financial liabilities to customers, and are measured at fair value through P&L in accordance with IFRS\u00a09\u00a0Financial Instruments.
2.5.20 Production costs
Production Costs
Production costs, attributable to the Content production &\u00a0distribution business, are net of co-producers\u2019 contributions, grants and subsidies. They mainly include the costs of scripts, actors, Directors, rental of equipment, technical staff, participants, hosts, sets, format fees,\u00a0etc.
Until programs are delivered, related production costs are capitalized in work in progress for non-scripted programs and as intangible assets for scripted programs for which i)\u00a0the Group retains the IP and ii) the Group expects significant further IP revenue.
At revenue recognition date, the production costs of non-scripted programs are expensed in the income statement.
The production costs of scripted programs for which the Group retains the IP and expects further significant IP revenue are amortized as production costs in the statement of profit or loss using the ultimate revenue method. The cumulated amortization is calculated at the end of a given year as follows:
Production costs x (actual cumulated revenue/total estimated revenue of program)
The total estimated revenue of a program is the sum of actual cumulated revenue of the program and the program\u2019s future revenue forecast. Depreciation for a current year is calculated by difference with cumulated depreciation of previous years, if any. An impairment is booked if the net value of the program is higher than the future revenue forecast. Initial depreciation of a scripted program is expensed at delivery while the remaining value is depreciated when the subsequent distribution revenue is recognized.
Grants and Subsidies
Grants and subsidies are recognized when there is a reasonable assurance that the grant will be received, and all attached conditions will be fully complied with.
Grants and subsidies which are strictly related to the financing of a given program are deducted from production costs. When they relate to an asset, grants and subsidies are directly deducted from the carrying amount of the asset and released to the depreciation and amortization calculated on the net amount over the useful life of the asset.
All other grants and subsidies (such as government grants not strictly related to a program) are recognized as \u201cOther operating income\u201d when granted.
Acquisition Cost of Clients
Internal costs relating to acquisition of clients are recognized as expenses.
Client databases are capitalized and recognized as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
2.5.21Operating segments
According to IFRS\u00a08, an operating segment is a component of an entity that i) engages in business activities from which it may earn revenue and incur in expenses, ii) whose operating results are regularly reviewed by the entity\u2019s chief operating decision maker (CODM) to decide how resources should be allocated to the component and iii) for which discrete financial information is available.
The operating segments are Content production &\u00a0distribution business and Online sports betting &\u00a0gaming business. The segments are organized based on the nature of the business. Holding represents amounts not allocated to the operating segments and includes certain costs related to central activities as well as group enabling functions. Intercompany elimination represents transaction inter segments that do not contribute to the Group figures.
\u2022The operating segment reporting follows the internal reporting used by the CODM \u2013\u00a0FL\u00a0Entertainment\u2019s Board of Directors \u2013\u00a0to manage the business, assess the performance based on the available financial information and to allocate the resources. The most important performance measures(32) are net revenue, Adjusted EBITDA (definition in note\u00a04 on page 224), cost of Net Debt and Adjusted Free Cash Flow as management believes this is key in evaluating the results of the segments relative to other companies that operate within the same industry.
2.5.22 Taxes
Current Tax
Tax receivables or tax payables for the current period and prior periods are estimated at the amount that is expected to be received from or to be paid to the tax administration. Tax rates and tax laws used in order to estimate the tax receivable or the tax liability are those which have been enacted at closing date. Current income taxes pertaining to items recognized in \u201cother comprehensive income\u201d are recorded in the same category and not as profit or loss.
The Group classifies the CVAE in France (contribution on added value) and IRAP Tax in Italy (regional production tax) as income\u00a0tax.
Deferred Taxes
Differences existing at closing between the tax bases of assets and liabilities and their carrying value in the consolidated statement of financial position give rise to temporary differences, except for non-tax-deductible goodwill. Pursuant to the liability method, these temporary differences result in the accounting of:
\u2022deferred tax assets, when the tax base value is greater than the carrying value (expected future tax saving);\u00a0and
\u2022deferred tax liabilities, when the tax base value is lower than the carrying value (expected future tax expense).
Deferred tax assets and liabilities are measured at the expected tax rates for the year during the Group expects the asset will be realized or the liability settled, based on tax rates (and tax regulations) enacted or substantially enacted by the closing date. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Deferred tax assets for all deductible temporary differences, tax loss carry-forwards and unused tax credits are only recognized to the extent that it is probable that future taxable profit will be available against to utilize them.
The carrying value of deferred tax assets is reviewed at each closing date, and revalued or reduced to the extent that it is more or less probable that a taxable profit will be available to allow the deferred tax asset to be utilized. When assessing the probability of a taxable profit being available, account is taken, primarily, of prior years\u2019 results, forecasted future results, non-recurring items unlikely to occur in the future and the tax strategy. As such, the assessment of the Group\u2019s ability to utilize tax losses carried forward is to a large extent judgment based. If the future taxable results of the Group proved to differ significantly from those expected, the Group would be required to increase or decrease the carrying value of deferred tax assets with a potentially material impact on the Group\u2019s statement of financial position and statement of income.
Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity or tax group. They are classified in the statement of financial position as non-current assets and liabilities.
Deferred tax shall be charged or credited directly to equity, and not profit and loss if the tax relates to items that are credited or charged directly to equity. Deferred taxes resulting from the recognition of asset or liability in a business combination are recognized in the same way.
2.5.23 Related parties
A related party is a person or an entity that is related to the Group. These include both people and entities that have, or are subject to, the influence or control of the Group (e.g.,\u00a0shareholders, key management personnel). Transactions with related parties are accounted for in accordance with the requirements of relevant IFRS and take into account the substance as well as the legal form.
| \n Note 24 | \n\n Financial instruments | \n
The carrying value of financial instruments per category is determined as follows:
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n||
| \n Fair value through OCI | \n\n Amortized cost | \n\n Fair value through P&L | \n|||
| \n Non-current financial assets | \n\n 161.7 | \n\n - | \n\n 108.9 | \n\n 47.4 | \n\n 5.5 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 6.0 | \n\n - | \n\n 29.9 | \n\n - | \n
| \n Trade receivables | \n\n 496.5 | \n\n - | \n\n - | \n\n 496.5 | \n\n - | \n
| \n Other current assets | \n\n 288.3 | \n\n 245.9 | \n\n - | \n\n 42.4 | \n\n - | \n
| \n Current financial assets | \n\n 24.7 | \n\n - | \n\n 6.2 | \n\n 18.5 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n - | \n\n - | \n\n - | \n\n 479.4 | \n
| \n Assets | \n\n 1,486.5 | \n\n 251.9 | \n\n 115.1 | \n\n 634.7 | \n\n 484.9 | \n
| \n Other securities | \n\n 130.5 | \n\n - | \n\n - | \n\n - | \n\n 130.5 | \n
| \n Long-term borrowings and other financial liabilities | \n\n 2,290.3 | \n\n - | \n\n - | \n\n 2,290.3 | \n\n - | \n
| \n Other non-current liabilities | \n\n 441.3 | \n\n 213.6 | \n\n - | \n\n 32.4 | \n\n 195.3 | \n
| \n Liability instruments | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Short-term borrowings and bank overdrafts | \n\n 349.4 | \n\n - | \n\n - | \n\n 349.4 | \n\n - | \n
| \n Trade payables | \n\n 663.5 | \n\n - | \n\n - | \n\n 663.5 | \n\n - | \n
| \n Customer contract liabilities | \n\n 693.3 | \n\n 639.0 | \n\n - | \n\n 50.6 | \n\n 3.7 | \n
| \n Other current liabilities | \n\n 426.6 | \n\n 312.2 | \n\n - | \n\n 31.0 | \n\n 83.4 | \n
| \n Liabilities | \n\n 4,994.8 | \n\n 1,164.8 | \n\n - | \n\n 3,417.1 | \n\n 412.8 | \n
| \n As of 31\u00a0December 2021 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n||
| \n Fair value through OCI | \n\n Amortized cost | \n\n Fair value through P&L | \n|||
| \n Non-current financial assets | \n\n 83.0 | \n\n - | \n\n 15.3 | \n\n 40.3 | \n\n 27.4 | \n
| \n Other non-current assets | \n\n 29.6 | \n\n 2.0 | \n\n - | \n\n 27.5 | \n\n - | \n
| \n Trade receivables | \n\n 463.6 | \n\n - | \n\n - | \n\n 463.6 | \n\n - | \n
| \n Other current assets | \n\n 264.2 | \n\n 211.3 | \n\n - | \n\n 53.0 | \n\n - | \n
| \n Current financial assets | \n\n 75.2 | \n\n - | \n\n 1.4 | \n\n 73.8 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 434.1 | \n\n - | \n\n - | \n\n - | \n\n 434.1 | \n
| \n Assets | \n\n 1,349.6 | \n\n 213.3 | \n\n 16.7 | \n\n 658.1 | \n\n 461.5 | \n
| \n Long-term borrowings and other financial liabilities | \n\n 2,457.8 | \n\n - | \n\n 4.5 | \n\n 2,453.3 | \n\n - | \n
| \n Other non-current liabilities | \n\n 291.7 | \n\n 109.0 | \n\n - | \n\n 31.3 | \n\n 151.4 | \n
| \n Short-term borrowings and bank overdrafts | \n\n 306.2 | \n\n - | \n\n 1.6 | \n\n 303.0 | \n\n 1.7 | \n
| \n Trade payables | \n\n 580.8 | \n\n - | \n\n - | \n\n 580.8 | \n\n - | \n
| \n Customer contract liabilities | \n\n 707.2 | \n\n 662.8 | \n\n - | \n\n 41.7 | \n\n 2.7 | \n
| \n Other current liabilities | \n\n 456.8 | \n\n 342.4 | \n\n - | \n\n 36.4 | \n\n 78.0 | \n
| \n Liabilities | \n\n 4,800.5 | \n\n 1,114.1 | \n\n 6.1 | \n\n 3,446.5 | \n\n 233.8 | \n
Fair value hierarchy
IFRS\u00a013\u00a0Fair Value Measurement, establishes a fair value hierarchy consisting of three levels:
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access;
\u2022Level 2: directly observable market inputs other than Level 1\u00a0inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations). This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group\u2019s financial instruments, with the exception of marketable securities for which the market price is used.
| \n (in \u20ac million) | \n\n Fair value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 114.3 | \n\n 5.5 | \n\n 68.3 | \n\n 40.6 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 6.2 | \n\n - | \n\n 6.2 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n 479.4 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (130.5) | \n\n - | \n\n - | \n\n (130.5) | \n
| \n Long-term borrowings and other financial liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Other non-current liabilities | \n\n (195.3) | \n\n - | \n\n - | \n\n (195.3) | \n
| \n Short-term borrowings and bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.7) | \n\n - | \n\n - | \n\n (3.7) | \n
| \n Other current liabilities | \n\n (83.4) | \n\n - | \n\n - | \n\n (83.4) | \n
| \n Balances as of 31\u00a0December 2022 | \n\n 187.1 | \n\n 484.9 | \n\n 74.5 | \n\n (372.3) | \n
| \n (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 42.7 | \n\n 6.0 | \n\n 24.8 | \n\n 11.9 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 1.4 | \n\n - | \n\n 1.4 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 434.1 | \n\n 434.1 | \n\n - | \n\n - | \n
| \n Long-term borrowings and other financial liabilities | \n\n (4.5) | \n\n - | \n\n (4.5) | \n\n - | \n
| \n Other non-current liabilities | \n\n (151.4) | \n\n - | \n\n - | \n\n (151.4) | \n
| \n Short-term borrowings and bank overdrafts | \n\n (3.3) | \n\n (1.7) | \n\n (1.6) | \n\n - | \n
| \n Customer contract liabilities | \n\n (2.7) | \n\n - | \n\n - | \n\n (2.7) | \n
| \n Other current liabilities | \n\n (78.0) | \n\n - | \n\n - | \n\n (78.0) | \n
| \n Balances as of 31\u00a0December 2021 | \n\n 238.3 | \n\n 438.4 | \n\n 20.0 | \n\n (220.2) | \n
Other securities comprised public Warrants, Earn-Out Shares, Founder Shares and Founder Warrants that are classified as Level 3. Derivatives are classified as Level\u00a02\u00a0instruments and Level 3\u00a0instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
2.3.1Effective for fiscal years beginning on or after 1\u00a0January 2022
IFRS\u00a0standards effective in 2022
\u2022Amendments to IFRS\u00a03\u00a0Reference to the Conceptual Framework
Effective date: 1\u00a0January\u00a02022
\u2022Amendments to IAS\u00a016\u00a0Property, Plant and Equipment \u2013\u00a0Proceeds before Intended Use
Effective date: 1\u00a0January\u00a02022
\u2022Amendments to IAS\u00a037\u00a0Onerous Contracts \u2013\u00a0Cost of Fulfilling a Contract
Effective date: 1\u00a0January\u00a02022
\u2022Annual Improvements to IFRS\u00a0Standards 2018-2020
Effective date: 1\u00a0January\u00a02022
These standards, amendments and interpretations do not have a significant impact on the Group\u2019s consolidated financial statements as of 31\u00a0December 2022.
Moreover, the Group has considered the following IFRS\u00a0IC\u2019s decisions:
IFRS\u00a0IC decision relating to the Special Purpose Acquisition Companies (SPAC): accounting for warrants at acquisition
In September\u00a02022, the IFRIC\u00a0issued a decision on SPAC clarifying how the entity accounts for warrants on acquiring the SPAC. The accounting treatment of the Business Combination explains in note\u00a03.1.1 II) on page 220\u00a0is in line with the IFRIC\u00a0decision.
IFRIC\u00a0decision relating to IAS\u00a07\u00a0Statement
of Cash Flows
In April\u00a02022, the IFRIC\u00a0issued a decision on IAS\u00a07\u00a0clarifying how the deposits with restrictions on use arising from a contract with a third party are presented in the cash flows statement and balance sheet. After analyzing the potential effect on the classification of the restricted cash from Online sports betting &\u00a0gaming business, the Group has concluded that the overall impact of this change in standards is not impacting is accounting process.
2.3.2Standards issued but not yet effective
IFRS\u00a0standards adopted by the European Union
\u2022IFRS\u00a017\u00a0Insurance Contracts
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IFRS\u00a017\u00a0&\u00a0IFRS\u00a09\u00a0Insurance Contracts &\u00a0Financial Instruments \u2013\u00a0Comparative Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a01 and the Impact on the ISAs Presentation of Financial Statements \u2013\u00a0Disclosure of Material Accounting Policy Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a08 Accounting Policies, Changes in Accounting Estimates and Errors \u2013\u00a0Definition of Accounting Estimates
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a012 Income taxes \u2013\u00a0Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction
Effective date: 1\u00a0January\u00a02023
IFRS\u00a0standards not yet adopted
by the European Union
\u2022Amendments to IAS\u00a01\u00a0Presentation of Financial Statements \u2013\u00a0Classification of Liabilities as Current or Non-Current
\u2022Amendments to IFRS\u00a016\u00a0Leases \u2013\u00a0Lease Liability in a Sale and Leaseback
The Group has not early adopted any of the referred standards in the preparation of the consolidated financial statements. None of the accounting standards issued but not yet effective are expected to have a significant impact on the Group\u2019s consolidated financial statements.
2.3.1Effective for fiscal years beginning on or after 1\u00a0January 2022
IFRS\u00a0standards effective in 2022
\u2022Amendments to IFRS\u00a03\u00a0Reference to the Conceptual Framework
Effective date: 1\u00a0January\u00a02022
\u2022Amendments to IAS\u00a016\u00a0Property, Plant and Equipment \u2013\u00a0Proceeds before Intended Use
Effective date: 1\u00a0January\u00a02022
\u2022Amendments to IAS\u00a037\u00a0Onerous Contracts \u2013\u00a0Cost of Fulfilling a Contract
Effective date: 1\u00a0January\u00a02022
\u2022Annual Improvements to IFRS\u00a0Standards 2018-2020
Effective date: 1\u00a0January\u00a02022
These standards, amendments and interpretations do not have a significant impact on the Group\u2019s consolidated financial statements as of 31\u00a0December 2022.
Moreover, the Group has considered the following IFRS\u00a0IC\u2019s decisions:
IFRS\u00a0IC decision relating to the Special Purpose Acquisition Companies (SPAC): accounting for warrants at acquisition
In September\u00a02022, the IFRIC\u00a0issued a decision on SPAC clarifying how the entity accounts for warrants on acquiring the SPAC. The accounting treatment of the Business Combination explains in note\u00a03.1.1 II) on page 220\u00a0is in line with the IFRIC\u00a0decision.
IFRIC\u00a0decision relating to IAS\u00a07\u00a0Statement
of Cash Flows
In April\u00a02022, the IFRIC\u00a0issued a decision on IAS\u00a07\u00a0clarifying how the deposits with restrictions on use arising from a contract with a third party are presented in the cash flows statement and balance sheet. After analyzing the potential effect on the classification of the restricted cash from Online sports betting &\u00a0gaming business, the Group has concluded that the overall impact of this change in standards is not impacting is accounting process.
2.3.2Standards issued but not yet effective
IFRS\u00a0standards adopted by the European Union
\u2022IFRS\u00a017\u00a0Insurance Contracts
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IFRS\u00a017\u00a0&\u00a0IFRS\u00a09\u00a0Insurance Contracts &\u00a0Financial Instruments \u2013\u00a0Comparative Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a01 and the Impact on the ISAs Presentation of Financial Statements \u2013\u00a0Disclosure of Material Accounting Policy Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a08 Accounting Policies, Changes in Accounting Estimates and Errors \u2013\u00a0Definition of Accounting Estimates
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a012 Income taxes \u2013\u00a0Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction
Effective date: 1\u00a0January\u00a02023
IFRS\u00a0standards not yet adopted
by the European Union
\u2022Amendments to IAS\u00a01\u00a0Presentation of Financial Statements \u2013\u00a0Classification of Liabilities as Current or Non-Current
\u2022Amendments to IFRS\u00a016\u00a0Leases \u2013\u00a0Lease Liability in a Sale and Leaseback
The Group has not early adopted any of the referred standards in the preparation of the consolidated financial statements. None of the accounting standards issued but not yet effective are expected to have a significant impact on the Group\u2019s consolidated financial statements.
2.4Significant assumptions and estimates
The preparation of these consolidated financial statements requires the Group\u2019s management to make assumptions and estimates that may affect the application of the accounting methods, and the reported amounts of assets and liabilities, as well as certain income and expenses for the period. These assumptions and estimates relate mainly to:
i)the valuation and useful lives of audiovisual rights;
ii)the purchase price allocation and the measurement of goodwill from business combinations, the determination of the recoverable value of cash-generating units (including differences acquisition) and subsequent impairment test;
iii)the calculation of debt related to earn outs on acquisitions;
iv)the estimate of debt resulting from put options in favor of minority shareholders;
v)the estimate of liabilities related to employee long-term incentives and employee benefits resulting from a business acquisition;
vi)the estimate of the valuation of securities;
vii)the right-of-use assets and lease liabilities;
viii)the amount of provisions for risks and other provisions in relation with the Group\u2019s activity; and
ix)the deferred taxes judgement in assessing the uncertainty of whether it is probable to recover the deferred taxes assets.
Actual results may differ from these estimates under different assumptions or conditions.
Significant judgement in determining the lease term of contracts with renewal options
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised by the Group, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
12.3Impairment tests
The recoverable amount as of 31\u00a0December 2022\u00a0and 2021, was determined based on a calculation of the value in use using cash flow projections from the budgets approved by Management covering a period from 3\u00a0to 4\u00a0years (see table below).
The assumptions used by the Group are stated on the table below:
| \n \n | \n\n WACC* | \n\n Perpetual | \n\n Budget (with some exceptions) | \n
| \n 31\u00a0December 2022 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 9.5% | \n\n 2.3% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 1.5% | \n\n 4 years | \n
| \n 31\u00a0December 2021 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 9.3% | \n\n 2.0% | \n\n 4\u00a0years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.2% | \n\n 1.5% | \n\n 3\u00a0years | \n
| \n *WACC: Weighted Average Cost of Capital post tax. | \n
The projections include estimates for the cost savings that have been realized and are to be realized from several cost savings initiatives for which the entity is committed at the closing date. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, actual results of operations, financial condition and liquidity may differ from those assumed in the forward-looking statements.
Based on the impairment tests conducted, the Management did not identify any impairment for both CGUs and thus no impairment needs to be charged against goodwill, intangible and tangible assets, for the years ended on 31\u00a0December 2022\u00a0and 2021.
Sensitivity to Changes in Assumptions
A sensitivity analysis of the value in use of the Content production & distribution business and Online sports betting & gaming business was carried out according to the parameters below. This sensitivity analysis did not call into question the impairment tests performed (the margins on impairment tests remaining significantly positive in all scenarios).
The sensitivity of impairment tests to adverse, feasible changes in assumptions is set out below:
\u2022reasonable sensitivity to changes in the discount rate: a simulated increase of up to 1\u00a0percentage point in the discount rate used would not change the findings of the Group's analysis;
\u2022reasonable sensitivity to changes in the long-term growth rate: in a pessimistic scenario where the long-term growth rate is reduced by 0.5%, the value in use of each CGU would still exceed its carrying amount;
\u2022reasonable sensitivity to changes in the business plans: a 10% reduction in the revenue forecast contained in the business plan and decrease of 0.5% of the perpetual growth rate, with variable costs adjusted accordingly, would not change the conclusions of the Group's analysis.
Consequently, none of the sensitivity tests reduced the value in use of any of the CGUs to below their carrying amount.
2.4Significant assumptions and estimates
The preparation of these consolidated financial statements requires the Group\u2019s management to make assumptions and estimates that may affect the application of the accounting methods, and the reported amounts of assets and liabilities, as well as certain income and expenses for the period. These assumptions and estimates relate mainly to:
i)the valuation and useful lives of audiovisual rights;
ii)the purchase price allocation and the measurement of goodwill from business combinations, the determination of the recoverable value of cash-generating units (including differences acquisition) and subsequent impairment test;
iii)the calculation of debt related to earn outs on acquisitions;
iv)the estimate of debt resulting from put options in favor of minority shareholders;
v)the estimate of liabilities related to employee long-term incentives and employee benefits resulting from a business acquisition;
vi)the estimate of the valuation of securities;
vii)the right-of-use assets and lease liabilities;
viii)the amount of provisions for risks and other provisions in relation with the Group\u2019s activity; and
ix)the deferred taxes judgement in assessing the uncertainty of whether it is probable to recover the deferred taxes assets.
Actual results may differ from these estimates under different assumptions or conditions.
2.4Significant assumptions and estimates
The preparation of these consolidated financial statements requires the Group\u2019s management to make assumptions and estimates that may affect the application of the accounting methods, and the reported amounts of assets and liabilities, as well as certain income and expenses for the period. These assumptions and estimates relate mainly to:
i)the valuation and useful lives of audiovisual rights;
ii)the purchase price allocation and the measurement of goodwill from business combinations, the determination of the recoverable value of cash-generating units (including differences acquisition) and subsequent impairment test;
iii)the calculation of debt related to earn outs on acquisitions;
iv)the estimate of debt resulting from put options in favor of minority shareholders;
v)the estimate of liabilities related to employee long-term incentives and employee benefits resulting from a business acquisition;
vi)the estimate of the valuation of securities;
vii)the right-of-use assets and lease liabilities;
viii)the amount of provisions for risks and other provisions in relation with the Group\u2019s activity; and
ix)the deferred taxes judgement in assessing the uncertainty of whether it is probable to recover the deferred taxes assets.
2.5.1Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31\u00a0December each year. Control is achieved when the Company:
\u2022has the power over the investee;
\u2022is exposed, or has rights, to variable returns from its involvement with the investee; and
\u2022has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non\u2011controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non\u2011controlling interests even if this results in the non\u2011controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group\u2019s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non\u2011controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS\u00a0Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS\u00a09\u00a0Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
2.5.1Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31\u00a0December each year. Control is achieved when the Company:
\u2022has the power over the investee;
\u2022is exposed, or has rights, to variable returns from its involvement with the investee; and
\u2022has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non\u2011controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non\u2011controlling interests even if this results in the non\u2011controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group\u2019s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non\u2011controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS\u00a0Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS\u00a09\u00a0Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
2.5.1Basis of consolidation
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
2.5.1Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31\u00a0December each year. Control is achieved when the Company:
\u2022has the power over the investee;
\u2022is exposed, or has rights, to variable returns from its involvement with the investee; and
\u2022has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non\u2011controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non\u2011controlling interests even if this results in the non\u2011controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group\u2019s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non\u2011controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS\u00a0Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS\u00a09\u00a0Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
3.2.1Holding
On 15\u00a0December 2021, Financi\u00e8re Lov, DeA and Fimalac subscribed to a capital increase of LDH for an amount of \u20ac45.6\u00a0million, \u20ac6.4\u00a0million and \u20ac13.0\u00a0million respectively. 28,710,246\u00a0new shares have been created for a nominal amount of \u20ac14,355,123, issued with a total issue premium of \u20ac50,644,873.95. This share capital increase was intended to reimburse the convertible bonds issued by LDH pursuant to the 2\u00a0July 2020\u00a0agreement. DeA has exchanged part of its convertible bonds for shares in LDH.
| \n Note 19 | \n\n Non-controlling interests | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2022 | \n||||||
| \n Accumulated NCI as of | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Dividends distributed to NCI | \n\n Others | \n\n Accumulated | \n|
| \n LDH | \n\n 188.9 | \n\n (0.0) | \n\n - | \n\n (188.6) | \n\n (0.2) | \n\n - | \n\n - | \n
| \n BEG Group | \n\n (183.9) | \n\n 44.6 | \n\n 1.8 | \n\n 135.6 | \n\n - | \n\n (0.1) | \n\n (2.1) | \n
| \n Banijay Group | \n\n (41.7) | \n\n (37.7) | \n\n (9.2) | \n\n 96.1 | \n\n (2.9) | \n\n 3.8 | \n\n 8.4 | \n
| \n Total | \n\n (36.7) | \n\n 6.9 | \n\n (7.5) | \n\n 43.0 | \n\n (3.1) | \n\n 3.7 | \n\n 6.3 | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2021 | \n||||||
| \n Accumulated NCI as of | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Dividends distributed to NCI | \n\n Others | \n\n Accumulated NCI as of | \n|
| \n LDH | \n\n 140.4 | \n\n (1.2) | \n\n - | \n\n 49.7 | \n\n - | \n\n \u00a0- | \n\n 188.9 | \n
| \n BEG Group | \n\n (52.0) | \n\n (71.3) | \n\n - | \n\n (7.2) | \n\n (110.5) | \n\n 57.1 | \n\n (183.9) | \n
| \n Banijay Group | \n\n (44.9) | \n\n 42.1 | \n\n (19.9) | \n\n (10.9) | \n\n (4.8) | \n\n (3.3) | \n\n (41.7) | \n
| \n Total | \n\n 43.5 | \n\n (30.4) | \n\n (19.9) | \n\n 31.6 | \n\n (115.3) | \n\n 53.8 | \n\n (36.7) | \n
In 2022\u00a0and 2021, the item Changes in ownership interest in subsidiaries that did not result in a loss of control reflected the capital restructuration detailed in the note\u00a018.2 on page\u00a0251.
In 2021, Betclic Everest Group made three dividends distributions during the Financial Year\u00a02021, for a total amount of \u20ac197.5\u00a0million of which \u20ac110.5\u00a0million was distributed to non-controlling interests.
In 2021, the caption \u201cOthers\u201d included the share-based payment related to the ordinary shares of Betclic Everest Group delivered in regards with the agreement between a minority shareholder, Betclic Everest Group and other shareholders (SBM International and Mangas Lov) signed on 17\u00a0December 2021 (refer to note\u00a03.2.2 II on page 223).
Fair value hierarchy
IFRS\u00a013\u00a0Fair Value Measurement, establishes a fair value hierarchy consisting of three levels:
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access;
\u2022Level 2: directly observable market inputs other than Level 1\u00a0inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations). This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group\u2019s financial instruments, with the exception of marketable securities for which the market price is used.
| \n (in \u20ac million) | \n\n Fair value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 114.3 | \n\n 5.5 | \n\n 68.3 | \n\n 40.6 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 6.2 | \n\n - | \n\n 6.2 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n 479.4 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (130.5) | \n\n - | \n\n - | \n\n (130.5) | \n
| \n Long-term borrowings and other financial liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Other non-current liabilities | \n\n (195.3) | \n\n - | \n\n - | \n\n (195.3) | \n
| \n Short-term borrowings and bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.7) | \n\n - | \n\n - | \n\n (3.7) | \n
| \n Other current liabilities | \n\n (83.4) | \n\n - | \n\n - | \n\n (83.4) | \n
| \n Balances as of 31\u00a0December 2022 | \n\n 187.1 | \n\n 484.9 | \n\n 74.5 | \n\n (372.3) | \n
| \n (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 42.7 | \n\n 6.0 | \n\n 24.8 | \n\n 11.9 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 1.4 | \n\n - | \n\n 1.4 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 434.1 | \n\n 434.1 | \n\n - | \n\n - | \n
| \n Long-term borrowings and other financial liabilities | \n\n (4.5) | \n\n - | \n\n (4.5) | \n\n - | \n
| \n Other non-current liabilities | \n\n (151.4) | \n\n - | \n\n - | \n\n (151.4) | \n
| \n Short-term borrowings and bank overdrafts | \n\n (3.3) | \n\n (1.7) | \n\n (1.6) | \n\n - | \n
| \n Customer contract liabilities | \n\n (2.7) | \n\n - | \n\n - | \n\n (2.7) | \n
| \n Other current liabilities | \n\n (78.0) | \n\n - | \n\n - | \n\n (78.0) | \n
| \n Balances as of 31\u00a0December 2021 | \n\n 238.3 | \n\n 438.4 | \n\n 20.0 | \n\n (220.2) | \n
Other securities comprised public Warrants, Earn-Out Shares, Founder Shares and Founder Warrants that are classified as Level 3. Derivatives are classified as Level\u00a02\u00a0instruments and Level 3\u00a0instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
2.5.1Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31\u00a0December each year. Control is achieved when the Company:
\u2022has the power over the investee;
\u2022is exposed, or has rights, to variable returns from its involvement with the investee; and
\u2022has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non\u2011controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non\u2011controlling interests even if this results in the non\u2011controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group\u2019s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non\u2011controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS\u00a0Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS\u00a09\u00a0Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
3.2.1Holding
On 15\u00a0December 2021, Financi\u00e8re Lov, DeA and Fimalac subscribed to a capital increase of LDH for an amount of \u20ac45.6\u00a0million, \u20ac6.4\u00a0million and \u20ac13.0\u00a0million respectively. 28,710,246\u00a0new shares have been created for a nominal amount of \u20ac14,355,123, issued with a total issue premium of \u20ac50,644,873.95. This share capital increase was intended to reimburse the convertible bonds issued by LDH pursuant to the 2\u00a0July 2020\u00a0agreement. DeA has exchanged part of its convertible bonds for shares in LDH.
| \n Note 19 | \n\n Non-controlling interests | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2022 | \n||||||
| \n Accumulated NCI as of | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Dividends distributed to NCI | \n\n Others | \n\n Accumulated | \n|
| \n LDH | \n\n 188.9 | \n\n (0.0) | \n\n - | \n\n (188.6) | \n\n (0.2) | \n\n - | \n\n - | \n
| \n BEG Group | \n\n (183.9) | \n\n 44.6 | \n\n 1.8 | \n\n 135.6 | \n\n - | \n\n (0.1) | \n\n (2.1) | \n
| \n Banijay Group | \n\n (41.7) | \n\n (37.7) | \n\n (9.2) | \n\n 96.1 | \n\n (2.9) | \n\n 3.8 | \n\n 8.4 | \n
| \n Total | \n\n (36.7) | \n\n 6.9 | \n\n (7.5) | \n\n 43.0 | \n\n (3.1) | \n\n 3.7 | \n\n 6.3 | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2021 | \n||||||
| \n Accumulated NCI as of | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Dividends distributed to NCI | \n\n Others | \n\n Accumulated NCI as of | \n|
| \n LDH | \n\n 140.4 | \n\n (1.2) | \n\n - | \n\n 49.7 | \n\n - | \n\n \u00a0- | \n\n 188.9 | \n
| \n BEG Group | \n\n (52.0) | \n\n (71.3) | \n\n - | \n\n (7.2) | \n\n (110.5) | \n\n 57.1 | \n\n (183.9) | \n
| \n Banijay Group | \n\n (44.9) | \n\n 42.1 | \n\n (19.9) | \n\n (10.9) | \n\n (4.8) | \n\n (3.3) | \n\n (41.7) | \n
| \n Total | \n\n 43.5 | \n\n (30.4) | \n\n (19.9) | \n\n 31.6 | \n\n (115.3) | \n\n 53.8 | \n\n (36.7) | \n
In 2022\u00a0and 2021, the item Changes in ownership interest in subsidiaries that did not result in a loss of control reflected the capital restructuration detailed in the note\u00a018.2 on page\u00a0251.
In 2021, Betclic Everest Group made three dividends distributions during the Financial Year\u00a02021, for a total amount of \u20ac197.5\u00a0million of which \u20ac110.5\u00a0million was distributed to non-controlling interests.
In 2021, the caption \u201cOthers\u201d included the share-based payment related to the ordinary shares of Betclic Everest Group delivered in regards with the agreement between a minority shareholder, Betclic Everest Group and other shareholders (SBM International and Mangas Lov) signed on 17\u00a0December 2021 (refer to note\u00a03.2.2 II on page 223).
Fair value hierarchy
IFRS\u00a013\u00a0Fair Value Measurement, establishes a fair value hierarchy consisting of three levels:
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access;
\u2022Level 2: directly observable market inputs other than Level 1\u00a0inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations). This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group\u2019s financial instruments, with the exception of marketable securities for which the market price is used.
| \n (in \u20ac million) | \n\n Fair value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 114.3 | \n\n 5.5 | \n\n 68.3 | \n\n 40.6 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 6.2 | \n\n - | \n\n 6.2 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n 479.4 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (130.5) | \n\n - | \n\n - | \n\n (130.5) | \n
| \n Long-term borrowings and other financial liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Other non-current liabilities | \n\n (195.3) | \n\n - | \n\n - | \n\n (195.3) | \n
| \n Short-term borrowings and bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.7) | \n\n - | \n\n - | \n\n (3.7) | \n
| \n Other current liabilities | \n\n (83.4) | \n\n - | \n\n - | \n\n (83.4) | \n
| \n Balances as of 31\u00a0December 2022 | \n\n 187.1 | \n\n 484.9 | \n\n 74.5 | \n\n (372.3) | \n
| \n (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 42.7 | \n\n 6.0 | \n\n 24.8 | \n\n 11.9 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 1.4 | \n\n - | \n\n 1.4 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 434.1 | \n\n 434.1 | \n\n - | \n\n - | \n
| \n Long-term borrowings and other financial liabilities | \n\n (4.5) | \n\n - | \n\n (4.5) | \n\n - | \n
| \n Other non-current liabilities | \n\n (151.4) | \n\n - | \n\n - | \n\n (151.4) | \n
| \n Short-term borrowings and bank overdrafts | \n\n (3.3) | \n\n (1.7) | \n\n (1.6) | \n\n - | \n
| \n Customer contract liabilities | \n\n (2.7) | \n\n - | \n\n - | \n\n (2.7) | \n
| \n Other current liabilities | \n\n (78.0) | \n\n - | \n\n - | \n\n (78.0) | \n
| \n Balances as of 31\u00a0December 2021 | \n\n 238.3 | \n\n 438.4 | \n\n 20.0 | \n\n (220.2) | \n
Other securities comprised public Warrants, Earn-Out Shares, Founder Shares and Founder Warrants that are classified as Level 3. Derivatives are classified as Level\u00a02\u00a0instruments and Level 3\u00a0instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
| \n Note 30 | \n\n List of sub-group Banijay\u2019s and sub-group BEG\u2019s subsidiaries | \n
30.1Banijay\u2019s sub-group consolidation scope
The table below presents the percentage of ownership interest in Banijay Group\u2019s subsidiaries held by the Group (including the FL\u00a0Entertainment indirect ownership):
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31 December 2022 | \n\n 31 December 2021 | \n
| \n Banijay Group | \n\n France | \n\n Holding | \n|
| \n France Adventure Line Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Baba Funny League | \n\n France | \n\n - | \n\n - | \n
| \n Air Productions Sas | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n ALP Music S.A.R.L. | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Atypic Talents\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 3 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 4 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 7 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Central 8 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Digital\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Editing\u00a0SAS | \n\n France | \n\n 29.82% | \n\n 29.82% | \n
| \n Banijay Entertainment\u00a0SASU | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay France\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Group\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay International\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Library\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Prod ca Tourne SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Prod Editing SAS (formerly Banijay Central 1) | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Productions Media\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Studios France | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Studios International Holding | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Studios Production Media (ex. Air Productions) | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Talent\u00a0SAS | \n\n France | \n\n 64.02% | \n\n 64.02% | \n
| \n Base Records S.A.R.L | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Big Name\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Bubble Prod\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Connecting Prod\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n D.M.L.S TV\u00a0SAS | \n\n France | \n\n 62.68% | \n\n 62.68% | \n
| \n DMLS Productions | \n\n France | \n\n 62.68% | \n\n 62.68% | \n
| \n DMLS Films | \n\n France | \n\n 62.68% | \n\n 62.68% | \n
| \n Endemol Shine France\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Fiction\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Production\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Festival Air S.A.R.L | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Fiction Air S.A.R.L | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n G\u00e9t\u00e9v\u00e9 Productions\u00a0SASU | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Divertissement Sas | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Fictions Sas | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Jeux SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O Productions SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n H2O SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Images on Air\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Jereluc\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n KM Presse SNC | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n KM Prestations SNC | \n\n France | \n\n 0.10% | \n\n 0.10% | \n
| \n KM S.A.S. | \n\n France | \n\n 0.10% | \n\n 0.10% | \n
| \n Les Editions du 5 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Lodition\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n MBG\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Monello Productions\u00a0SAS. France | \n\n France | \n\n 68.05% | \n\n 68.05% | \n
| \n NC Zodiak Kids Central | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Non Stop Edition\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Non Stop Production\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Ollenom Studio\u00a0SAS | \n\n France | \n\n 68.05% | \n\n 68.05% | \n
| \n Pacific Line Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Pistache | \n\n France | \n\n 44.77% | \n\n 44.77% | \n
| \n PLP (Fidgi) | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Soci\u00e9t\u00e9 Miss France\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Shauna Events\u00a0SAS | \n\n France | \n\n 44.81% | \n\n 44.81% | \n
| \n Skillstar Sarl | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Studio 74 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Studio Maboul\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Sublim Talents\u00a0SAS | \n\n France | \n\n 44.81% | \n\n 44.81% | \n
| \n Survivor Central Productions\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Talent Lab\u00a0SAS | \n\n France | \n\n 64.02% | \n\n 64.02% | \n
| \n Team CH1 SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Terrence Films | \n\n France | \n\n 50.09% | \n\n 50.09% | \n
| \n Upper Talent\u00a0SAS | \n\n France | \n\n 64.02% | \n\n 64.02% | \n
| \n Vision Air\u00a0SAS | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Kids Studio France\u00a0SASU | \n\n France | \n\n 89.54% | \n\n 89.54% | \n
| \n 153 PRODUCTIONS NZ LLC | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ALK Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Australia Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Australia Holdings Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Australia Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Australia Services Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Southern Star Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 1 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 2 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 3 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 4 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 5 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n ESA Productions 6 Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Love Among The Vines Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Love Yarn Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Patiki Media Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Popstarts Productions NZ Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Quimbo\u2019s Quest Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Rosebud Pty Limited\u00a0SAS | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n SAS Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Screentime Commerical Pty Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Screentime New Zealand Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Screentime Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Australia Holdings Pty Ltd | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n SPVs | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Straight Forward Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n The Gulf Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n The Landing (Fiji) Pte Limited (Fiji) | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n The Landing Ltd (Samoa) | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Together Forever Productions Limited | \n\n Australia/New Zealand | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Benelux Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Benelux\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n 625\u00a0TV Producties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n After The Break Productions\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Beyond Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Beyond Opco Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Blockbuster Media\u00a0B.V. (ex: Endemol Shared Services\u00a0BV) | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Call 909\u00a0Nederland\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Central Media Station Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Commando\u2019s TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Costa Film Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n De Mol Catalyst\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Licentie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Nederland Film\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Participatie TV\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Personeel\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Belgium N.V | \n\n Benelux | \n\n 99.99% | \n\n 99.99% | \n
| \n Endemol Shine IP\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Nederland\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Nederland Producties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Russia Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Scripted\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Sport\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Sports Investments\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n ES NL Scripted Holding\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n EWT Holding\u00a0B.V. | \n\n Benelux | \n\n 53.80% | \n\n 53.80% | \n
| \n Gouden Uur TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Grundy/Endemol Nederland V.o.F. | \n\n Benelux | \n\n 44.77% | \n\n 44.77% | \n
| \n Haagse Bluf TV Produkties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Human Playground TV Production\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Koekieloekie TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n NL Film en TV\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n NL Film Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n NL TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Palm Plus Music Publishing\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Scriptstudio\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Simpel Formats\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Simpel Media\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n SNP Holding B.V | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n SNP Media\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n SNP Participaties\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Southfields | \n\n Benelux | \n\n 76.83% | \n\n 76.83% | \n
| \n Stanley H. TV Productie\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Totem Media\u00a0B.V. | \n\n Benelux | \n\n 45.67% | \n\n 45.67% | \n
| \n TV\u00a0BV\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Van der Valk TV Production\u00a0B.V. | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Belgium | \n\n Benelux | \n\n 89.54% | \n\n 89.54% | \n
| \n B&B Endemol AG | \n\n Switzerland | \n\n 36.27% | \n\n 36.27% | \n
| \n Banijay Germany GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Banijay Productions GmbH | \n\n Germany | \n\n 68.24% | \n\n 68.24% | \n
| \n BRAINPOOL Beteiligungsgesellschaft GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n BRAINPOOL Live Artist &\u00a0Brand GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n BRAINPOOL TV GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n CAPE CROSS STUDIO UND FILMLICTHGESELLSCHAFT GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n COLOGNE COMEDY FESTIVAL GmbH (formerly K\u00d6LN COMEDY FESTIVAL GmbH) | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Endemol Shine Germany GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Endemol Shine Group Germany GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Good Humor GmbH | \n\n Germany | \n\n 35.20% | \n\n 35.20% | \n
| \n Good Times Fernsehproduktions GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n HPR PRODUKTION GbR | \n\n Germany | \n\n 35.91% | \n\n 35.91% | \n
| \n Kartell No. 5\u00a0GmbH LUCKY PICS GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Lucky Pics GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MadeFor Film GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MadeFor Music Publishing GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Major Minor Musikverlag GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MILE 108\u00a0GRIPSTORE GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n MTS MANAGEMENT T\u00f6ne Stallmeyer GmbH | \n\n Germany | \n\n 64.65% | \n\n 64.65% | \n
| \n M\u00dcNSTERANER TOURNEESERVICE MTS Live GmbH | \n\n Germany | \n\n 57.47% | \n\n 57.47% | \n
| \n OGP K\u00fcnstlermanagement GmbH | \n\n Germany | \n\n 36.63% | \n\n 36.63% | \n
| \n RAAB TV \u2013\u00a0PRODUKTION GmbH | \n\n Germany | \n\n 71.83% | \n\n 71.83% | \n
| \n Rainer LauxProductionsGmbH | \n\n Germany | \n\n 36.63% | \n\n 36.63% | \n
| \n SR Management GmbH | \n\n Germany | \n\n 36.63% | \n\n 36.63% | \n
| \n Banijay Iberia SRL | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n CUARZO PRODUCCIONES SL | \n\n Iberia | \n\n 86.06% | \n\n 86.06% | \n
| \n Diagonal Televisio. S.L.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n DLO PRODUCCIONES SL | \n\n Iberia | \n\n 85.06% | \n\n 85.06% | \n
| \n Endemol Portugal Unipessoal Lda Endemol Shine Iberia S.L.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Funwood Iberica SL | \n\n Iberia | \n\n 45.74% | \n\n 45.74% | \n
| \n Funwood SRL | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Gestmusic Endemol S.A.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Hierro Serie AIE | \n\n Iberia | \n\n 46.10% | \n\n 46.10% | \n
| \n Magnolia TV Espana | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Meric Producciones Audiovisuales AIE | \n\n Iberia | \n\n 46.10% | \n\n 46.10% | \n
| \n Non Stop People Espana SL | \n\n Iberia | \n\n 85.06% | \n\n 85.06% | \n
| \n Porto Cabo Atlantico SL | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Porto Cabo Canarias\u00a0SLU | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Porto Cabo Mediterr\u00e1neo SLU | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Porto Cabo TV SL | \n\n Iberia | \n\n 45.67% | \n\n 45.67% | \n
| \n Project Academy Series SL | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n R. Zinman Productions A.I.E. | \n\n Iberia | \n\n 86.59% | \n\n 86.59% | \n
| \n Shine Iberia Portugal. Unipessoal. Lda | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Iberia S.L.U. | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n Zeppelin Television S.A.U | \n\n Iberia | \n\n 89.54% | \n\n 89.54% | \n
| \n 4FRIENDS S.R.L | \n\n Italy | \n\n 59.70% | \n\n 59.70% | \n
| \n Ambra Banijay Italia S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n ATLANTIS S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n AURORA TV S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Italia S.p.A (formerly Magnolia SpA) | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY STUDIO ITALY S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Italia S.p.A. | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n ITV MOVIE S.R.L | \n\n Italy | \n\n 81.71% | \n\n 81.71% | \n
| \n L\u2019Officina S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n MadDoll S.R.L | \n\n Italy | \n\n 54.00% | \n\n 54.00% | \n
| \n Milanoroma S.R.L | \n\n Italy | \n\n 89.54% | \n\n 89.54% | \n
| \n NONPANIC S.R.L | \n\n Italy | \n\n 53.72% | \n\n 53.72% | \n
| \n Endemol India Private Ltd. India | \n\n India | \n\n 45.67% | \n\n 45.67% | \n
| \n Ink Pen Media Private Ltd. India | \n\n India | \n\n 45.67% | \n\n 45.67% | \n
| \n Logline Production Private Ltd. India | \n\n India | \n\n 45.21% | \n\n 45.21% | \n
| \n Seventauraus Entertainment Studios PV Ltd (BANIJAY ASIA) | \n\n India | \n\n 44.86% | \n\n 44.86% | \n
| \n SOL Production | \n\n India | \n\n 89.54% | \n\n 89.54% | \n
| \n 5th Element AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n 5to Element AB, Sweden | \n\n Nordics | \n\n 80.59% | \n\n 80.59% | \n
| \n BANIJAY FINLAND OY. Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY Holding Suomi OY, Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY INTERNATIONAL ApS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY NORDIC HOLDING ApS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Beforeigners Production AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Denmark AS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Norway AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Finland OY. Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Nordics AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Sweden AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Filmlance International AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Friday TV AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Guidebeast AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Danmark AS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Finland Oy, Finland | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Enterprises AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Management AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Jarowskij Sverige AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n LivePeople ApS. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n MAGFIVE Content AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff A/S. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff Entertainment AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastiff Media Holding AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Meter Television AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Metronome Post AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Metronome Productions A/S. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Mutter Media AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NFTV PRODUKSJON AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NORDISK FILM &\u00a0TV PRODUKTION AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NORDISK FILM TV &\u00a0AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n NORDISK FILM TV A/S. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n PINEAPPLE ENTERTAINMENT ApS. Denmark | \n\n Nordics | \n\n 45.67% | \n\n 45.67% | \n
| \n RESPIRATOR MEDIA &\u00a0DEVELOPMENT A/S. Denmark | \n\n Nordics | \n\n 44.87% | \n\n 44.87% | \n
| \n Rubicon TV AS. Norway Screen Media. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Screen Media AS, Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Nordics AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Solsidan Produktion HB. Sweden | \n\n Nordics | \n\n 44.77% | \n\n 44.77% | \n
| \n Solsidan Produktion AB. Sweden | \n\n Nordics | \n\n 44.77% | \n\n 44.77% | \n
| \n STO-CPH Produktion AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Film &\u00a0TV Production AB (formerly Yellow Bird Sweden AB) | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Films Aps. Denmark | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Norge AS. Norway | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellowbird Holding AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellowbird Sweden AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Media AB. Sweden | \n\n Nordics | \n\n 89.54% | \n\n 89.54% | \n
| \n 21CF Shine Holdings UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Artists\u2019 Studio Management Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Artists\u2019 Studio TV Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bandit (Delicious 3) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay (Central) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Brands Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Rights Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bazal Productions Ltd. | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Black Mirror Drama (S4) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Black Mirror Drama (S5) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Black Mirror Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n BlackLight (On the Edge Season 3) Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Blacklight Television Ltd (formerly Touchpaper Television) | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Blobhead Productions Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Brighter Pictures Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Broadcast Communications (Productions) Ltd. | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Brown Eyed Boy (MHB) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Brown Eyed Boy Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bwark Films Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Bwark production Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Castaway Television Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Channel 12\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n ChannelFlip Media Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dangerous Films Ltd | \n\n United Kingdom | \n\n 70.00% | \n\n 70.00% | \n
| \n Darlow Smithson Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Douglas Road Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dragonfly Film and Television Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dragonfly Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Dream Alliance Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama 2\u00a0Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama 3\u00a0Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama 4\u00a0Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n DSP Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Edam SLB Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Electric Robin Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Electric Robin (BTR) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Electric Robin (GOG) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Gaming Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Group Holding UK Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Group Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine International Ltd. | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine International SPV Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol UK Holding Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Worldwide Distribution Holding Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n ES UK Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Fall Productions Ltd | \n\n United Kingdom | \n\n 40.29% | \n\n 40.29% | \n
| \n Far Moor Media Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Flatmates Production Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Good Catch Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Gravity Hill Production Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Green Eyed Boy Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 50.00% | \n
| \n Guilder Productions Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Hawkshead Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Holy Moly Entertainment Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n House of Tomorrow Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n House of Tomorrow Holdings Ltd | \n\n United Kingdom | \n\n 75.50% | \n\n 75.50% | \n
| \n House of Tomorrow Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Ideal World Films Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Ideal World Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial (Seaforth) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Film &\u00a0Television (Frankies House) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Film &\u00a0Television (Horse Opera) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Film &\u00a0Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Initial Music Publishing Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n IWC Media Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Kudos and subsidiaries | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Late Night Shopping Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Lomond Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Love or Money Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Mast Media Big Call ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Mastercover Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Momedia TV Ltd | \n\n United Kingdom | \n\n 4.48% | \n\n 4.48% | \n
| \n Monogram Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Neon Ink Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n NC Shine Acquisition Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n NC Zodiak Media Ireland Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n New Moon Rising Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Not Driving That Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n OP Media Limited | \n\n United Kingdom | \n\n 67.16% | \n\n 67.16% | \n
| \n OP Talent Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Primetime Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Primetime No 2\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Princess Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n RDF Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Secret Life of Boys 5\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Commercial Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Commercial Ltd (Branch in Singapore) | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Creative (UK) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Ginkgo Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Jet Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Midco Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine North Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Pictures (UK) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine Pictures LLP | \n\n United Kingdom | \n\n 44.77% | \n\n 44.77% | \n
| \n Shine TV (Hunted) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine TV Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Simon\u2019s Cat Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n Sound Pocket Music Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Southern Star Sales (UK) Ltd | \n\n United Kingdom | \n\n 85.44% | \n\n 85.44% | \n
| \n Superchargers Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Ted\u2019s Top Ten Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Teen Taxis Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Television Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Comedy Unit Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Fall 2\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Fall 3\u00a0Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Foundation TV Productions Ltd. Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Natural Studios Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n The Natural Studios Productions Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n The Russian Bride Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n The Unofficial TV Company Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect Kids and Family Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect Animation | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect and subsidiaries | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Aspect Scotland | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tiger Television Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tigress Productions Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Tronpipe Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Victoria Real Ltd | \n\n United Kingdom | \n\n 88.15% | \n\n 88.15% | \n
| \n Wark Clements &\u00a0Company Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury (Moreton) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury (The Rig) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury (Troy) Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wild Mercury Production Company Limited | \n\n United Kingdom | \n\n 67.16% | \n\n 67.16% | \n
| \n Wild West (Initial) Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Wonder Productions Ltd (Wonder Television Limited) | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Workerbee Documentary Films Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Workerbee TV Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Yellow Bird Productions UK Ltd | \n\n United Kingdom | \n\n 45.67% | \n\n 45.67% | \n
| \n Yellow Bird UK Ltd | \n\n United Kingdom | \n\n 43.87% | \n\n 43.87% | \n
| \n Young Bwark Ltd | \n\n United Kingdom | \n\n 44.77% | \n\n 44.77% | \n
| \n Zeppotron Drama Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zeppotron Limited | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Kids Studio UK Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Media Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Music Publishing Ltd | \n\n United Kingdom | \n\n 89.54% | \n\n 89.54% | \n
| \n 1953\u00a0LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n 1982\u00a0Productions, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n 247\u00a0W. 37th St. Location Services. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n 51\u00a0Minds Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n 51\u00a0Minds. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n ACIP CO LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n All Knight Music. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Alpha Blue Music. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Anonymous Music Library. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Ant Eggs Rentals. LLC | \n\n United States | \n\n 45.67% | \n\n 45.67% | \n
| \n Argyle Media. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Atrium Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Authentic Entertainment Holdings LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Authentic Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Authentic Minds. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY ENTERTAINMENT HOLDING US. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY GROUP US HOLDING. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BANIJAY US | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Banijay Mexico and US Hispanic LLC | \n\n United States | \n\n 45.67% | \n\n 45.67% | \n
| \n Banijay Mexico and US Hispanic LLC, S.A.P.I de C.V. | \n\n United States | \n\n 45.65% | \n\n 45.65% | \n
| \n BANIJAY STUDIOS NORTH AMERICA. LLC | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Berkeley Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BG Apple. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BG Peach. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Big Ant Productions. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n BL4\u00a0Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BMP Films. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Bona Fide Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Boomdog Studios. S.A. de C.V. Mexico | \n\n United States | \n\n 45.49% | \n\n 45.49% | \n
| \n Brigadier Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BUNIM MURRAY PRODUCTIONS. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n BUNIM MURRAY PRODUCTIONS. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Burbank North Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Candlestick Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n CCCM Projects. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Clock Tower Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Coconunu Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Complete Solution Pictures and Sound. LLC | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Cristal Ball Enterprises. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Crosswalk Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Deep Dish Productions of Chicago. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Distance Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Dos Producciones. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Beyond USA. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Latino N.A. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine Boomdog Holding S.A.P.I de C.V. Mexico | \n\n United States | \n\n 45.67% | \n\n 45.67% | \n
| \n Endemol Shine Boomdog. LLC | \n\n United States | \n\n 51.00% | \n\n 51.00% | \n
| \n Endemol Shine Boomdog. S.A.P.I. de C.V. Mexico | \n\n United States | \n\n 45.65% | \n\n 45.65% | \n
| \n Endemol Mexico\u00a0SA de CV. Mexico | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Endemol Shine SPV. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Shine US Office. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Studios Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n ENDEMOL USA Holding. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n ENDEMOL USA. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n GF Gilms. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Go Ahead Productions. Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Gramercy Global Entertainment. LLC (The Blast) | \n\n United States | \n\n 53.28% | \n\n 53.28% | \n
| \n Gulf Stream Media Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Hashtag Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Hippocratical Productions LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Hizzoner. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Home Brewed Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Home Run Production Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Impressario Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n In the Keys Music. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Keeping Track Music. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Lars &\u00a0Son Moisture Farm. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Lock and Key Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Lock Cut 9. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Look Both Ways Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n M Cable Television. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n M Theory Entertainment. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Media Production Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Middle Man. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Mindring Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Mobility Productions, INC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Monte Pictures. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Mountain View Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Navy Street Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n NJC. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n No Doubt Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Note\u00a0Republic. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n NoVat Productions. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n Only On Oxnard. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Onxnard Cats Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Organized Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Original Ink. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Original Media. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Our House Productions. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n New Zealand 1, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n New Zealand 2, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Palisade Productions, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Particle LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Particle VFX. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Pico Script Lab. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n PMPGL. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Production Support Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Proton Production, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Road Rules Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Rough Cut Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n RW Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Screenbox. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n SDE WV. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Shadows Doubt. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Shea Office Space and Furnishings. LLC | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Shine Television. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Shine US Holdings. Inc | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Snack Tray Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Spring Break Films. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n STEPHEN DAVID ENTERTAINMENT | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Stephen David Media. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Suns Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Sunset Ventures. Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Superior Production Services. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Swampy Projects. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Tabula Rasa Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Tatsy Treat. LLC | \n\n United States | \n\n 44.77% | \n\n 44.77% | \n
| \n The American Cue Society. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Trade Winds Productions. Inc | \n\n United States | \n\n 70.11% | \n\n 70.11% | \n
| \n Trapeze Productions, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n True Entertainment. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n True TTH. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Truly Original. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Turnt Up Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n United Front Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n UP-N-ATOM, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Very Water Logged. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n W. 37th St. Location Services. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Warren and Whitmore, LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Wescar. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n Wheelhouse Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n World Wars WV. LLC | \n\n United States | \n\n 53.72% | \n\n 53.72% | \n
| \n YB US HOLDINGS CORT | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n YOLO Productions. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zamora Films. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Americas | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak USA | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Zodiak Latino Llc | \n\n United States | \n\n 80.59% | \n\n 80.59% | \n
| \n Zodiak Latino S. DE R. L DE C.V. (formerly RM5to Elemento Mexico SDE) | \n\n \n | \n\n 81.51% | \n\n 81.51% | \n
| \n Zoom Equipment Rentals. LLC | \n\n United States | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Israel Ltd.. Israel | \n\n Rest of the World | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol Medya Produlksiyon Ticaret Limited Sirketi, Turkey | \n\n Rest of the World | \n\n 89.09% | \n\n 89.09% | \n
| \n Endemol Middle East Productions\u00a0SAL, Lebanon | \n\n Rest of the World | \n\n 89.36% | \n\n 89.36% | \n
| \n Endemol Shine Brasil Producoes Ltda. Brazil | \n\n Rest of the World | \n\n 87.66% | \n\n 87.66% | \n
| \n Endemol Shine Polska Sp. Z.o.o.. Poland | \n\n Rest of the World | \n\n 89.54% | \n\n 89.54% | \n
| \n Endemol South East Asia Pte Ltd. Singapore | \n\n Rest of the World | \n\n 89.54% | \n\n 89.54% | \n
| \n JSC WeiT Media. Russia | \n\n Rest of the World | \n\n 71.63% | \n\n 71.63% | \n
| \n Mastiff LLC. Russia | \n\n Rest of the World | \n\n 67.60% | \n\n 67.60% | \n
| \n Crossmex\u00a0B.V. Netherlands | \n\n Investments in associates | \n\n 53.72% | \n\n 53.72% | \n
| \n Daze MGMT\u00a0SAS | \n\n Investments in associates | \n\n 31.37% | \n\n 31.37% | \n
| \n Double Dutch Productions Lrd | \n\n Investments in associates | \n\n 44.68% | \n\n 44.68% | \n
| \n Ensemble Entertainment. LLC. United States | \n\n Investments in associates | \n\n 1.34% | \n\n 1.34% | \n
| \n Financi\u00e8re EMG\u00a0SAS. France | \n\n Investments in associates | \n\n 6.82% | \n\n 6.82% | \n
| \n Flow Ventures. LLC. United States | \n\n Investments in associates | \n\n 33.58% | \n\n 33.58% | \n
| \n Foundling Bird Ltd. UK | \n\n Investments in associates | \n\n 8.95% | \n\n 8.95% | \n
| \n LADYKRACHER TV \u2013\u00a0PRODUKTION GmbH. Germany | \n\n Investments in associates | \n\n 35.91% | \n\n 35.91% | \n
| \n M.G. Productions\u00a0SAS (Commercial name: Marathon Studio) | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
| \n MINESTRONE PRODUKTION GbR. Germany | \n\n Investments in associates | \n\n 35.91% | \n\n 35.91% | \n
| \n Playzido Ltd. UK | \n\n Investments in associates | \n\n 17.78% | \n\n 17.78% | \n
| \n Pure Grass Films Ltd. UK | \n\n Investments in associates | \n\n 4.48% | \n\n 4.48% | \n
| \n Second Nature Media\u00a0B.V. Netherlands | \n\n Investments in associates | \n\n 44.77% | \n\n 44.77% | \n
| \n Shine Fiction\u00a0SAS | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
| \n Story Monster. LLC. United States | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
| \n What\u2019s the Story? Sounds Ltd | \n\n Investments in associates | \n\n 22.39% | \n\n 22.39% | \n
| \n Yellowbird YS, LLC. | \n\n Investments in associates | \n\n 43.87% | \n\n 43.87% | \n
30.2Betclic Everest Group\u2019s sub-group consolidation scope
The table below presents the percentage of ownership interest held by Betclic Everest Group\u00a0SAS in its subsidiaries \u2013 all companies and sub-groups below are fully consolidated \u2013:
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Betclic Everest Group\u00a0SAS | \n\n France | \n\n Holding | \n|
| \n Mangas Gambling Engineering SARL | \n\n France | \n\n 100.00% | \n\n 100.00% | \n
| \n Mangas Everest SAS | \n\n France | \n\n - | \n\n 100.00% | \n
| \n Betclic Overseas SAS(1) | \n\n France | \n\n 90.00% | \n\n 90.00% | \n
| \n Betclic C\u00f4te d'Ivoire SAS(1) | \n\n Ivory Coast | \n\n 90.00% | \n\n - | \n
| \n Betclic S\u00e9n\u00e9gal SAS | \n\n Senegal | \n\n 90.00% | \n\n - | \n
| \n Betclic B\u00e9nin SAS | \n\n Benin | \n\n 90.00% | \n\n - | \n
| \n Betclic Enterprises Ltd | \n\n Malta | \n\n 100.00% | \n\n - | \n
| \n BEM Operations Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n Betclic Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n Mangas Gaming Malta Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n Mangas Investment Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n EG Portugal Sul | \n\n Portugal | \n\n 100.00% | \n\n 100.00% | \n
| \n BC Malta Services Ltd | \n\n Malta | \n\n 100.00% | \n\n 100.00% | \n
| \n BC Makreting Agency Italia Srl | \n\n Italy | \n\n 100.00% | \n\n 100.00% | \n
| \n Euro Gaming Investment SA | \n\n Luxemburg | \n\n 100.00% | \n\n - | \n
| \n Equinox Ltd | \n\n Gibraltar | \n\n 100.00% | \n\n 89.54% | \n
| \n Mater Ltd Gibraltar | \n\n Gibraltar | \n\n 100.00% | \n\n 100.00% | \n
| \n bet-at-home.com AG Germany | \n\n Germany | \n\n 53.90% | \n\n 53.90% | \n
| \n bet-at-home.com AG Austria | \n\n Austria | \n\n 53.90% | \n\n 53.90% | \n
| \n Beteiligungsholding GmbH | \n\n Austria | \n\n 53.90% | \n\n 53.90% | \n
| \n BAH Niederlande GmbH | \n\n Austria | \n\n 53.90% | \n\n - | \n
| \n bet-at-home Holding Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n - | \n
| \n bet-at-home Entertainment Ltd Malta(2) | \n\n Malta | \n\n - | \n\n 100.00% | \n
| \n bet-at-home International Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 53.90% | \n
| \n bet-at-home Internet Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 53.90% | \n
| \n Jonsden Properties Ltd Gibraltar | \n\n Gibraltar | \n\n 53.90% | \n\n 53.90% | \n
| \n Skillstar SARL | \n\n France | \n\n - | \n\n 50.00% | \n
| \n (1)Betclic Overseas (registered in France) and Betclic Ivory Coast (registered in Ivory Coast) were created to operate the market under Lonaci (Loterie nationale de C\u00f4te d\u2019Ivoire) license. (2)bet-at-home.com Entertainment Ltd. Malta was deconsolidated due to loss of control over the company (refer to note 3.1.3.I) on page 222). | \n
2.5.2Business combinations
Business combinations are accounted for under the acquisition method as published in IFRS\u00a03 when the acquired set of activities and assets meets the definition of a business and control is transferred to the Company.
In determining whether a particular set of activities and assets is a business, the Company assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognized in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognized in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (full goodwill) or at the percentage of shares of identifiable assets and liabilities it possesses.
According to IFRS\u00a010, acquisitions in non-controlling interests and disposals without loss of control are considered as transactions between shareholders. The difference between the acquisition price of the additional shares and the related share of equity is recognized in shareholders\u2019 equity (Group share). The costs attributable to such transactions as well as their related fiscal impacts are booked in equity.
The cash flows related to transactions with shareholders are presented in Cash flow from investing activities in the consolidated statements of Cash Flows.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the \u201cmeasurement period\u201d (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs.
The Group identifies the transactions that are qualified as separate transactions in accordance with IFRS\u00a03, especially transactions that remunerates former shareholders of the acquiree for future services. Those transactions are accounted for in accordance with the relevant IFRS\u00a0(refer to note 2.5.18 of page 216).
2.5.18Employee benefits resulting from a business acquisition arrangement
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognized as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives:
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognized for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognized as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
2.5.2Business combinations
Business combinations are accounted for under the acquisition method as published in IFRS\u00a03 when the acquired set of activities and assets meets the definition of a business and control is transferred to the Company.
In determining whether a particular set of activities and assets is a business, the Company assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognized in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognized in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (full goodwill) or at the percentage of shares of identifiable assets and liabilities it possesses.
According to IFRS\u00a010, acquisitions in non-controlling interests and disposals without loss of control are considered as transactions between shareholders. The difference between the acquisition price of the additional shares and the related share of equity is recognized in shareholders\u2019 equity (Group share). The costs attributable to such transactions as well as their related fiscal impacts are booked in equity.
The cash flows related to transactions with shareholders are presented in Cash flow from investing activities in the consolidated statements of Cash Flows.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the \u201cmeasurement period\u201d (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs.
The Group identifies the transactions that are qualified as separate transactions in accordance with IFRS\u00a03, especially transactions that remunerates former shareholders of the acquiree for future services. Those transactions are accounted for in accordance with the relevant IFRS\u00a0(refer to note 2.5.18 of page 216).
2.5.3Goodwill
Goodwill is initially recognized and measured as set out above.
Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), (CGU), expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production &\u00a0distribution business;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognized for goodwill cannot be reversed in subsequent periods.
The accounting policy for goodwill arising on the acquisition of an associate or a joint venture is described below.
2.5.18Employee benefits resulting from a business acquisition arrangement
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognized as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives:
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognized for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognized as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
2.5.2Business combinations
Business combinations are accounted for under the acquisition method as published in IFRS\u00a03 when the acquired set of activities and assets meets the definition of a business and control is transferred to the Company.
In determining whether a particular set of activities and assets is a business, the Company assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognized in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognized in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (full goodwill) or at the percentage of shares of identifiable assets and liabilities it possesses.
According to IFRS\u00a010, acquisitions in non-controlling interests and disposals without loss of control are considered as transactions between shareholders. The difference between the acquisition price of the additional shares and the related share of equity is recognized in shareholders\u2019 equity (Group share). The costs attributable to such transactions as well as their related fiscal impacts are booked in equity.
The cash flows related to transactions with shareholders are presented in Cash flow from investing activities in the consolidated statements of Cash Flows.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the \u201cmeasurement period\u201d (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs.
The Group identifies the transactions that are qualified as separate transactions in accordance with IFRS\u00a03, especially transactions that remunerates former shareholders of the acquiree for future services. Those transactions are accounted for in accordance with the relevant IFRS\u00a0(refer to note 2.5.18 of page 216).
2.5.18Employee benefits resulting from a business acquisition arrangement
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognized as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives:
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognized for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognized as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
3.1Significant events that occurred in 2022
3.1.1Holding
II)Business Combination Agreement \u2013\u00a0Transaction Between FL Entertainment and the SPAC Pegasus Entrepreneurs
FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurial Acquisition Company Europe\u00a0B.V. (Pegasus Entrepreneurs), a special purpose acquisition company (SPAC) focused on European growth companies listed and traded on Euronext Amsterdam, entered on 10\u00a0May 2022\u00a0into a definitive Business Combination Agreement amended on 22\u00a0June 2022\u00a0(Business Combination Agreement). The transaction consists of (i) the Business Combination of FL Entertainment and Pegasus Entrepreneurs resulting in a public listing of FL\u00a0Entertainment on Euronext Amsterdam (Business Combination, (ii) the equity roll-over of the minority shareholders in the Banijay Group (Vivendi, Fimalac and De Agostini) and Betclic Everest Group (SBM International) to become shareholders of FL Entertainment, and (iii) raising of \u20ac646\u00a0million of proceeds.
Group\u2019s reorganization
On 10\u00a0May 2022, the Company entered into an investment agreement with Financi\u00e8re Lov and St\u00e9phane Courbit, Lov Group Invest, Monte-Carlo SBM International S.\u00e0.r.l (SBM International), Dea Communications\u00a0SA (De Agostini), F.\u00a0Marc de Lacharri\u00e8re (Fimalac), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2\u00a0SAS (a subsidiary of the Sponsor Tikehau Capital SC), Poseidon Entrepreneurs Financial Sponsor\u00a0SAS (a subsidiary of the Sponsor Financi\u00e8re Agache\u00a0SA), Financi\u00e8re Agache (a Sponsor), Vivendi Content (Vivendi), Soci\u00e9t\u00e9 d\u2019Investissements et de Gestion \u2013\u00a0SIG 116\u00a0and Vivendi SE.
On 22\u00a0June 2022, the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the Investment Agreement). Pursuant to the Investment Agreement, Financi\u00e8re Lov agreed to subscribe for and, on 30\u00a0June 2022\u00a0received in return for its investment, 13,520,565\u00a0newly issued Ordinary Shares, 13,520,565\u00a0newly issued Special Voting Shares A (SVS) and 13,000,000\u00a0newly issued Earn-Out Preference Shares A, 3,500,000\u00a0newly issued Earn-Out Preference Shares B and 3,500,000\u00a0newly issued Earn-Out Preference Shares C (together Earn-out Shares), for an aggregate amount of \u20ac250,000,000. Further to the terms of the Investment Agreement, Financi\u00e8re Lov has received such shares in return for its investment on 30\u00a0June 2022.
Pursuant to (i) the Business Combination Agreement entered into by FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurs, and (ii) the investment agreement entered into by Financi\u00e8re Lov, Pegasus Entrepreneurs, SBM International, DEA Communications\u00a0SA, Fimalac, Vivendi, Tikehau Capital and Financi\u00e8re Agache on 10\u00a0May 2022, the Group conducted reorganization between entities within Financi\u00e8re Lov Group and with minority interests in order to achieve the transaction described below. The reorganization steps were implemented as follows (the\u00a0Lov Reorganization):
a.the merger of Mangas Lov into Lov Banijay, Lov Banijay being the surviving entity;
b.the distribution by Lov Banijay of part of its share premium to Financi\u00e8re Lov as its sole shareholder;
c.the contribution of all shares of LDH held by Financi\u00e8re Lov to Lov Banijay;
d.the contribution and sale of all LDH shares held by DEA Communications\u00a0SA to Lov Banijay. The sale will be financed by a vendor loan granted by DEA Communications\u00a0SA to Lov Banijay for an amount of \u20ac99.5\u00a0million;
e.the contribution of all LDH shares held by one of the shareholders (Fimalac) to Lov Banijay;
f.the contribution of all Banijay shares, held by Vivendi Content to LDH in exchange for shares in LDH, resulting in LDH holding the entire share capital of Banijay;
g.the contribution of all LDH shares held by Vivendi Content to Lov Banijay in exchange for shares in Lov Banijay, resulting in Lov Banijay holding the entire share capital of LDH;
h.the contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL Entertainment in exchange for Ordinary Shares and Special Voting Shares;
i.the contribution and sale of all Lov Banijay shares held by DEA Communications\u00a0SA\u2019s to FL Entertainment, in exchange for Ordinary Shares;
j.the contribution of all Lov Banijay shares held by Fimalac to FL Entertainment, in exchange for Ordinary Shares;
k.the contribution of all Lov Banijay shares held by Vivendi to FL Entertainment, in exchange for Ordinary Shares;
l.the contribution and sale of all Betclic shares held by SBM International to FL\u00a0Entertainment for, inter alia, Ordinary Shares. The cash consideration amounted to \u20ac425.0\u00a0million of which \u20ac388.5\u00a0million was paid as of 5\u00a0July 2022 and \u20ac36.5 million was financed by a vendor loan granted by SBM International to FL Entertainment;
m.subscription in cash by Financi\u00e8re Lov to a share capital increase of FL Entertainment for an amount of \u20ac250\u00a0million in exchange for:
\u2022i. Ordinary Shares and SVS, and
\u2022ii. Earn-Out Shares bearing a right to conversion into a certain number of FL\u00a0Entertainment Ordinary Shares depending on FL\u00a0Entertainment performance.
The Earn-out Shares have no material economic rights until their conversion and have regular voting rights but Financi\u00e8re Lov would agree not to vote on these Earn-Out Shares in a shareholders\u2019 agreement. The fair market value of the Earn-Out Shares has been assessed by an independent appraiser;
n.the redemption at the combination date (1\u00a0July 2022) of (i) the bonds redeemable in cash or in Ordinary Shares (obligations remboursables en actions ou en num\u00e9raire) for a principal amount of \u20ac90\u00a0million issued by Lov Banijay and subscribed by SIG 116\u00a0(an affiliate of Vivendi) on 23\u00a0February 2016\u00a0and (ii) the bonds redeemable in cash or in Ordinary Shares for a principal amount of \u20ac50\u00a0million issued by Lov Banijay and subscribed by SIG 116\u00a0on 14\u00a0October 2016\u00a0(\u20ac170.5\u00a0million including capitalized interests); and
o.subscription in cash by Vivendi to a share capital increase of FL Entertainment for an amount of \u20ac25\u00a0million, in exchange for Ordinary Shares.
Moreover, Marco Bassetti, CEO of Banijay, has decided on 30\u00a0June 2022\u00a0to contribute its Banijay Group\u2019s shares owned through his holding to FL Entertainment in exchange for Ordinary Shares. In conjunction with Banijay Group\u2019s shares, a shareholders\u2019 agreement was signed between Banijay Group Holding and Marco Bassetti granted to the latter a put option, recognized in the consolidated financial statements. Following the conversion, this agreement becomes devoid of purpose.
The impacts on the consolidated equity are detailed in note\u00a018.1 on page 250.
Forward purchase agreement
On 10\u00a0December 2021, Pegasus Entrepreneurs entered into a forward purchase agreement with Tikehau Capital and Financi\u00e8re Agache (the \u201cForward Purchase Agreement\u201d or \u201cFPA\u201d). Pursuant to the Forward Purchase Agreement, each of Tikehau Capital and Financi\u00e8re Agache have agreed to purchase from Pegasus Entrepreneurs up to 2,500,000\u00a0class A ordinary shares in Pegasus Entrepreneurs\u2019 capital (the \u201cPegasus Ordinary Shares\u201d) and up to 833,333\u00a0Pegasus Public Warrants, for an amount of up to \u20ac25,000,000 each (representing the number of Pegasus Ordinary Shares purchased under the Forward Purchase Agreement multiplied by \u20ac10.00), in a private placement that occurred simultaneously with the Business Combination. Since the Merger became effective on 1\u00a0July 2022\u00a0(refer to note\u00a0iii)) and Pegasus Entrepreneurs was the disappearing entity, Tikehau Capital and Financi\u00e8re Agache each subscribed for 2,500,000\u00a0newly issued Ordinary Shares in the Company\u2019s capital and 833,333\u00a0Warrants (together the \u201cForward Purchase Securities\u201d), for an aggregate amount of \u20ac25,000,000 each. Tikehau Capital and Financi\u00e8re Agache received the Forward Purchase Securities on 1\u00a0July 2022.
Because this agreement was concluded by Pegasus Entrepreneurs and Tikehau Capital and Financi\u00e8re Agache at the creation of Pegasus Entrepreneurs, it has been analyzed as part of the Merger.
Merger between FL Entertainment and the SPAC Pegasus Entrepreneurs
On 23\u00a0June 2022, Pegasus Entrepreneurs has obtained shareholders\u2019 approval for the Business Combination with FL Entertainment at the extraordinary general meeting.
The Business Combination has been completed on 1\u00a0July 2022. As a result, FL Entertainment and Pegasus Entrepreneurs merged at this date, FL Entertainment being the surviving entity. Since then, FL Entertainment is listed on Euronext Amsterdam and all Ordinary Shares and public Warrants are traded under the symbols \u201cFL\u00a0Entertainment\u201d and \u201cFL\u00a0EntertainmentW\u201d respectively with international securities identification number (ISIN) NL0015000X07\u00a0and NL0015000H56\u00a0respectively on Euronext Amsterdam.
As FL Entertainment is the accounting acquirer of the SPAC, the transaction is not considered as a business combination as defined by IFRS\u00a03. The Group received the net assets of the SPAC as well as a listing service in exchange of an issue of shares, which is considered as an equity-settled share-based payment transaction.
The fair value of the Pegasus\u2019 assets acquired, and the liabilities assumed at the date of the combination amounted as follows:
| \n Financial assets | \n\n \u20ac164.3\u00a0million | \n
| \n Cash | \n\n \u20ac2.1\u00a0million | \n
| \n Customers and other receivables | \n\n \u20ac0.4\u00a0million | \n
| \n Founder Shares | \n\n \u20ac(46.2)\u00a0million | \n
| \n Founder Warrants | \n\n \u20ac(3.7)\u00a0million | \n
| \n Public Warrants | \n\n \u20ac(2.2)\u00a0million | \n
| \n Trade payables and other creditors | \n\n \u20ac(11.8)\u00a0million | \n
| \n Fair value of the accounting Pegasus Entrepreneurs\u2019 net identifiable assets | \n\n \u20ac103.1\u00a0million | \n
Financial assets comprised Pegasus\u2019s escrow account, after the redemption of class A Pegasus Ordinary Shares requested by some Pegasus\u2019 shareholders and included the amount related to Tikehau Capital and Financi\u00e8re Agache subscriptions for \u20ac25\u00a0million each in the context of the FPA (refer to note\u00a03.1.1 II ii on page 221)(33).
Pegasus issued 5,150,000\u00a0Founder Shares to the sponsors and 100,000\u00a0Founder Shares to Non-Executive Directors and Chief Financial Officer. Pegasus issued 5,250,000\u00a0Founder Warrants and 7,000,000\u00a0public Warrants (excluding treasury shares Warrants) to the sponsors and shareholders. In addition, the number of public Warrants includes 1,666,666\u00a0Warrants issued to Tikehau Capital and Financi\u00e8re Agache in the context of Forward Purchase Agreement (833,333\u00a0Warrants for each party). These Founder Shares, Founders Warrants and public Warrants are assumed for by FL Entertainment (refer to note\u00a021 on page 254).
In counterpart, FL Entertainment has issued 16,426,140\u00a0Ordinary Shares for a fair value of \u20ac188.9\u00a0million. This number of shares includes the 5,000,000\u00a0Ordinary Shares subscribed by Tikehau Capital and Financi\u00e8re Agache in the context of the FPA. Because this agreement was concluded with Pegasus since the creation of Pegasus, it has been analyzed as part of the combination (refer to note\u00a018.1 on page 250).
The difference between the fair value of the instruments issued and the net identifiable assets reflect the listing services. In accordance with IFRS\u00a02, this service expense amounting to \u20ac85.7\u00a0million has been recognized in the consolidated income statement (refer to note\u00a09 on page\u00a0233).
Issuance of FL\u00a0Entertainment securities in exchange
of Pegasus securities
Due to the Merger of Pegasus Entrepreneurs into FL\u00a0Entertainment, FL Entertainment issued and delivered Founder Shares, Founder Warrants and public Warrants to the holders of Pegasus Founder Shares, Founder Warrants and public Warrants (one-for-one basis). The characteristics of the FL\u00a0Entertainment securities are similar to Pegasus securities\u2019 characteristics, and are classified as financial liabilities in accordance with IAS\u00a032.
Capital increase in relation with the PIPE Financing
In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the \u201cPIPE Investors\u201d) in a private investment in public equity transaction (the \u201cPIPE Financing\u201d) in the aggregate amount of \u20ac204,230,000. On 5\u00a0July 2022\u00a0(the \u201cSettlement Date\u201d), FL\u00a0Entertainment has issued 20,423,000\u00a0Ordinary Shares and in return for their investment, the PIPE Investors received the total of the 20,423,000\u00a0newly issued Ordinary Shares.
Transaction costs
As of 31\u00a0December 2022, the transaction costs incurred amounted to \u20ac110.1\u00a0million, of which \u20ac4.8\u00a0million related to transactions with non-controlling interests and capital issuance recognized in equity and \u20ac105.3\u00a0million in relation to Group reorganization and Pegasus Merger recognized in P&L. The amount recognized in the P&L includes the \u20ac85.7\u00a0million listing fees accounted under IFRS\u00a02.
| \n Note 12 | \n\n Goodwill | \n
12.1Significant acquisitions in 2022
Banijay\u2019s sub-group acquired the following businesses during the year:
Acquisition of Montmartre Films, formerly L\u00e9gende Films (France)
In January 2022, Banijay France acquired 50% of the issued share capital of Montmartre Films, obtaining control given the agreement that govern the Boards of Directors. \u00a0Montmartre Films is a French based scripted production entity and qualifies as a business as defined in IFRS 3. Montmartre Films was acquired to grow a pipeline of premium quality scripted IP in the form of both series and feature-length films.
Acquisition of Znak TV (USA)
In February 2022, Endemol Shine UK Ltd acquired 100% of the issued share capital of Znak TV, obtaining control of Znak TV. Znak TV is the entity of a famous showrunner and executive producer on Fox\u2019s \u201cMasterChef\u201d amongst other large-scale entertainment brands and qualifies as a business as defined in IFRS 3. Znak TV will enable BGH sub-group to increase its activity in the US and in the UK.
Acquisition of Groenlandia (Italy)
In March 2022, Banijay Italy acquired 51% of the issued share capital of Groenlandia S.r.l., obtaining control given the agreement that govern the Boards of Directors. Groenlandia S.r.l. is engaged in the business of the creation, development, production, selling, marketing, promotion and distribution of movies, features, short films and documentaries for both cinema and television markets and qualifies as a business as defined in IFRS 3. Groenlandia S.r.l. provides audiovisual products for the international market featured by high quality level.
Acquisition of Pokeepsie (Spain)
In April 2022, Banijay Iberia acquired 51% of the issued share capital of Pokeepsie Films, obtaining control given the agreement that govern the Boards of Directors. Pokeepsie Films spans the fantasy, thriller, and horror space and qualifies as a business as defined in IFRS 3. Pokeepsie Films is subsequently a leader in youth-skewing films and series.
Acquisition of Movimenti (Italy)
In September 2022, Banijay Kids & Family division acquired 51% of the issued share capital of the Italian based group Movimenti founded in 2004, obtaining control given the agreement that govern the Boards of Directors. Movimenti is a vertically integrated group of 6 companies including 2D and 3D animation studios, an audio post-production company and a distribution entity and qualifies as a business as defined in IFRS 3.
Acquisition of Kindle Entertainment (The UK)
In August 2022, Banijay Kids & Family division acquired 75.75% of the issued share capital of the British group Kindle, obtaining control of Kindle. Kindle is a Multiple BAFTA winning production company, founded in 2007 and qualifies as a business as defined in IFRS\u00a03.
Acquisition of Noisy Pictures GmbH, formerly Sony Pictures Television Germany (Germany)
In September 2022, Banijay Production Germany acquired 100% of the issued share capital of the German entity Noisy Pictures Gmbh (formerly Sony Picture Television Germany), obtaining control of Noisy Pictures GmbH. Based in Cologne and in operation for more than 25 years, Sony is producing popular entertainment formats and scripted shows and qualifies as a business as defined in IFRS\u00a03. The label is behind an impressive slate of shows including the award-winning Die H\u00f6hle der L\u00f6wen (Dragon\u2019s Den). The company is led by Astrid Quentell and Mirek Nitsch.
Acquisition of Mam Tor Productions (The UK)
In October 2022, Banijay Media Limited acquired 51% of Mam Tor Productions in the UK, obtaining control given the agreement that govern the Boards of Directors. The company was founded in 2014 by a renowned producer and is geared towards high-end, contemporary, and original returning series and qualifies as a business as defined in IFRS 3.
Acquisition of Movie Plus (Israel)
In November 2022, Endemol Israel Ltd acquired 51% of Movie Plus, obtaining control given the agreement that govern the Boards of Directors. Specialized in drama series, documentaries, and feature-length films, it qualifies as a business as defined in IFRS 3.
The above acquisitions are individually not significant. The aggregated amounts recognized at the acquisition date for each major class of assets acquired and liabilities assumed in the consolidated statement of financial position is the following:
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Non-current assets | \n\n 8.9 | \n
| \n Current assets | \n\n 174.9 | \n
| \n Assets | \n\n 183.8 | \n
| \n Non-controlling interests | \n\n 0.7 | \n
| \n Non-current liabilities | \n\n 20.3 | \n
| \n Current liabilities | \n\n 148.6 | \n
| \n Liabilities and non-controlling interests | \n\n 169.6 | \n
| \n Aggregated acquired assets and liabilities | \n\n 14.2 | \n
The aggregated acquisition price for the business acquired in 2022\u00a0and the aggregated amount of goodwill recognized from the 2022\u00a0business acquisitions is the following:
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Total consideration | \n\n \n | \n
| \n Satisfied by: | \n\n \n | \n
| \n Cash | \n\n 68.2 | \n
| \n Equity instruments | \n\n 0.0 | \n
| \n Contingent consideration arrangement | \n\n 18.1 | \n
| \n Total consideration transferred | \n\n 86.3 | \n
| \n Aggregated acquired assets and liabilities | \n\n 14.2 | \n
| \n Aggregated Goodwill | \n\n 72.6 | \n
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Net cash outflows arising on acquisition | \n\n \n | \n
| \n Cash consideration | \n\n (68.2) | \n
| \n Less: cash and cash equivalents balances acquired | \n\n 41.0 | \n
| \n Acquisition costs | \n\n (3.5) | \n
| \n Purchases of consolidated companies, net of acquired cash(1) | \n\n (30.7) | \n
| \n (1)The caption \u201cPurchases of consolidated companies, net of acquired cash\u201d of the Cash Flow statement also comprised cash out due to earn-out and put options for an amount of -\u20ac15.5\u00a0million. | \n
The purchase price allocation of all those acquisitions is still under progress at the date of issuance of these consolidated financial statements.
Acquisition-related costs (included in other operational income and expenses) amount to \u20ac4.0\u00a0million.
Acquired consolidated companies contributed \u20ac72\u00a0million to the Group\u2019s revenue and \u20ac9\u00a0million to the Group\u2019s current operating profit for the period between the date of acquisition and the reporting date.
If the acquisition had been completed on the first day of the financial year, acquired consolidated companies would have contributed to the revenue for the year with \u20ac100\u00a0million.
12.2Change in goodwill
Goodwill as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Gross value | \n\n Impairment | \n\n Goodwill, net | \n
| \n 1\u00a0January 2021 | \n\n 2,209.5 | \n\n 241.4 | \n\n 2,450.9 | \n\n 0.0 | \n\n 2,450.9 | \n
| \n Acquisitions | \n\n 17.0 | \n\n - | \n\n 17.0 | \n\n - | \n\n 17.0 | \n
| \n Divestures | \n\n (0.6) | \n\n - | \n\n (0.6) | \n\n - | \n\n (0.6) | \n
| \n Reclassifications | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Exchange difference | \n\n 26.6 | \n\n - | \n\n 26.6 | \n\n - | \n\n 26.6 | \n
| \n 31\u00a0December 2021 | \n\n 2,252.5 | \n\n 241.4 | \n\n 2,493.9 | \n\n 0.0 | \n\n 2,493.9 | \n
| \n Acquisitions | \n\n 72.6 | \n\n - | \n\n 72.6 | \n\n - | \n\n 72.6 | \n
| \n Divestures | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Reclassifications | \n\n (0.3) | \n\n - | \n\n (0.3) | \n\n - | \n\n (0.3) | \n
| \n Exchange difference | \n\n 4.1 | \n\n - | \n\n 4.1 | \n\n - | \n\n 4.1 | \n
| \n 31\u00a0December 2022 | \n\n 2,328.8 | \n\n 241.4 | \n\n 2,570.2 | \n\n 0.0 | \n\n 2,570.2 | \n
The goodwill net increased during the period for \u20ac76.3\u00a0million, mainly due to the acquisitions occurred in 2022 described in note\u00a012.1.
The next chapter describes the impairment tests performed on goodwill, which was conclusive for no need for an impairment constitution.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognized in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognized in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (full goodwill) or at the percentage of shares of identifiable assets and liabilities it possesses.
2.5.3Goodwill
Goodwill is initially recognized and measured as set out above.
Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), (CGU), expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production &\u00a0distribution business;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognized for goodwill cannot be reversed in subsequent periods.
The accounting policy for goodwill arising on the acquisition of an associate or a joint venture is described below.
2.5.5Intangible assets
Intangible assets with finite useful lives are initially recognized at cost, except for those acquired in a business combination, which are recognized at fair value.
Intangible assets presented in the consolidated statement of financial position comprise:
\u2022format rights acquired from a third party or through business combinations. They can be commercially exploited either through internal use, i.e., the production of television programs by a Group entity, or through external use, i.e., the sale or licensing to third parties;
\u2022audiovisual rights, or catalogues, referred to as the Group\u2019s library of finished programs, whether acquired or internally developed, for which the Group has legal right to distribute and to receive revenue from the distribution of the rights;
\u2022production contracts or client contracts, acquired through business combinations, to produce television programs, TV movies, or cinematic movies;
\u2022fictions in progress which are the costs incurred for fiction productions that are not yet finalized and not delivered to the client at the closing date, and for which i) the Group retains the intellectual property (IP) and ii) the Group expects significant further IP revenue;
\u2022rights for the movie adaptation of books;
\u2022intangible assets acquired in the normal activity of the Online sports betting &\u00a0gaming business such as domain names, websites, customer database;
\u2022Online sports betting &\u00a0gaming business software acquired from a third party or through business combinations or which are the costs incurred to develop it (refer to note 2.5.6 on page 211); and
\u2022other intangible assets such as other administrative software.
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortized on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortized on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
2.5.6Internally generated software
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognized if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalized during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalized. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognized as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
2.5.9Impairment of property, plant
and equipment, intangible assets (other than goodwill)
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.3 on page 210.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognized, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognized for the asset in prior years.
2.5.20 Production costs
Acquisition Cost of Clients
Internal costs relating to acquisition of clients are recognized as expenses.
Client databases are capitalized and recognized as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
| \n Note 12 | \n\n Goodwill | \n
12.1Significant acquisitions in 2022
Banijay\u2019s sub-group acquired the following businesses during the year:
Acquisition of Montmartre Films, formerly L\u00e9gende Films (France)
In January 2022, Banijay France acquired 50% of the issued share capital of Montmartre Films, obtaining control given the agreement that govern the Boards of Directors. \u00a0Montmartre Films is a French based scripted production entity and qualifies as a business as defined in IFRS 3. Montmartre Films was acquired to grow a pipeline of premium quality scripted IP in the form of both series and feature-length films.
Acquisition of Znak TV (USA)
In February 2022, Endemol Shine UK Ltd acquired 100% of the issued share capital of Znak TV, obtaining control of Znak TV. Znak TV is the entity of a famous showrunner and executive producer on Fox\u2019s \u201cMasterChef\u201d amongst other large-scale entertainment brands and qualifies as a business as defined in IFRS 3. Znak TV will enable BGH sub-group to increase its activity in the US and in the UK.
Acquisition of Groenlandia (Italy)
In March 2022, Banijay Italy acquired 51% of the issued share capital of Groenlandia S.r.l., obtaining control given the agreement that govern the Boards of Directors. Groenlandia S.r.l. is engaged in the business of the creation, development, production, selling, marketing, promotion and distribution of movies, features, short films and documentaries for both cinema and television markets and qualifies as a business as defined in IFRS 3. Groenlandia S.r.l. provides audiovisual products for the international market featured by high quality level.
Acquisition of Pokeepsie (Spain)
In April 2022, Banijay Iberia acquired 51% of the issued share capital of Pokeepsie Films, obtaining control given the agreement that govern the Boards of Directors. Pokeepsie Films spans the fantasy, thriller, and horror space and qualifies as a business as defined in IFRS 3. Pokeepsie Films is subsequently a leader in youth-skewing films and series.
Acquisition of Movimenti (Italy)
In September 2022, Banijay Kids & Family division acquired 51% of the issued share capital of the Italian based group Movimenti founded in 2004, obtaining control given the agreement that govern the Boards of Directors. Movimenti is a vertically integrated group of 6 companies including 2D and 3D animation studios, an audio post-production company and a distribution entity and qualifies as a business as defined in IFRS 3.
Acquisition of Kindle Entertainment (The UK)
In August 2022, Banijay Kids & Family division acquired 75.75% of the issued share capital of the British group Kindle, obtaining control of Kindle. Kindle is a Multiple BAFTA winning production company, founded in 2007 and qualifies as a business as defined in IFRS\u00a03.
Acquisition of Noisy Pictures GmbH, formerly Sony Pictures Television Germany (Germany)
In September 2022, Banijay Production Germany acquired 100% of the issued share capital of the German entity Noisy Pictures Gmbh (formerly Sony Picture Television Germany), obtaining control of Noisy Pictures GmbH. Based in Cologne and in operation for more than 25 years, Sony is producing popular entertainment formats and scripted shows and qualifies as a business as defined in IFRS\u00a03. The label is behind an impressive slate of shows including the award-winning Die H\u00f6hle der L\u00f6wen (Dragon\u2019s Den). The company is led by Astrid Quentell and Mirek Nitsch.
Acquisition of Mam Tor Productions (The UK)
In October 2022, Banijay Media Limited acquired 51% of Mam Tor Productions in the UK, obtaining control given the agreement that govern the Boards of Directors. The company was founded in 2014 by a renowned producer and is geared towards high-end, contemporary, and original returning series and qualifies as a business as defined in IFRS 3.
Acquisition of Movie Plus (Israel)
In November 2022, Endemol Israel Ltd acquired 51% of Movie Plus, obtaining control given the agreement that govern the Boards of Directors. Specialized in drama series, documentaries, and feature-length films, it qualifies as a business as defined in IFRS 3.
The above acquisitions are individually not significant. The aggregated amounts recognized at the acquisition date for each major class of assets acquired and liabilities assumed in the consolidated statement of financial position is the following:
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Non-current assets | \n\n 8.9 | \n
| \n Current assets | \n\n 174.9 | \n
| \n Assets | \n\n 183.8 | \n
| \n Non-controlling interests | \n\n 0.7 | \n
| \n Non-current liabilities | \n\n 20.3 | \n
| \n Current liabilities | \n\n 148.6 | \n
| \n Liabilities and non-controlling interests | \n\n 169.6 | \n
| \n Aggregated acquired assets and liabilities | \n\n 14.2 | \n
The aggregated acquisition price for the business acquired in 2022\u00a0and the aggregated amount of goodwill recognized from the 2022\u00a0business acquisitions is the following:
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Total consideration | \n\n \n | \n
| \n Satisfied by: | \n\n \n | \n
| \n Cash | \n\n 68.2 | \n
| \n Equity instruments | \n\n 0.0 | \n
| \n Contingent consideration arrangement | \n\n 18.1 | \n
| \n Total consideration transferred | \n\n 86.3 | \n
| \n Aggregated acquired assets and liabilities | \n\n 14.2 | \n
| \n Aggregated Goodwill | \n\n 72.6 | \n
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Net cash outflows arising on acquisition | \n\n \n | \n
| \n Cash consideration | \n\n (68.2) | \n
| \n Less: cash and cash equivalents balances acquired | \n\n 41.0 | \n
| \n Acquisition costs | \n\n (3.5) | \n
| \n Purchases of consolidated companies, net of acquired cash(1) | \n\n (30.7) | \n
| \n (1)The caption \u201cPurchases of consolidated companies, net of acquired cash\u201d of the Cash Flow statement also comprised cash out due to earn-out and put options for an amount of -\u20ac15.5\u00a0million. | \n
The purchase price allocation of all those acquisitions is still under progress at the date of issuance of these consolidated financial statements.
Acquisition-related costs (included in other operational income and expenses) amount to \u20ac4.0\u00a0million.
Acquired consolidated companies contributed \u20ac72\u00a0million to the Group\u2019s revenue and \u20ac9\u00a0million to the Group\u2019s current operating profit for the period between the date of acquisition and the reporting date.
If the acquisition had been completed on the first day of the financial year, acquired consolidated companies would have contributed to the revenue for the year with \u20ac100\u00a0million.
12.2Change in goodwill
Goodwill as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Gross value | \n\n Impairment | \n\n Goodwill, net | \n
| \n 1\u00a0January 2021 | \n\n 2,209.5 | \n\n 241.4 | \n\n 2,450.9 | \n\n 0.0 | \n\n 2,450.9 | \n
| \n Acquisitions | \n\n 17.0 | \n\n - | \n\n 17.0 | \n\n - | \n\n 17.0 | \n
| \n Divestures | \n\n (0.6) | \n\n - | \n\n (0.6) | \n\n - | \n\n (0.6) | \n
| \n Reclassifications | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Exchange difference | \n\n 26.6 | \n\n - | \n\n 26.6 | \n\n - | \n\n 26.6 | \n
| \n 31\u00a0December 2021 | \n\n 2,252.5 | \n\n 241.4 | \n\n 2,493.9 | \n\n 0.0 | \n\n 2,493.9 | \n
| \n Acquisitions | \n\n 72.6 | \n\n - | \n\n 72.6 | \n\n - | \n\n 72.6 | \n
| \n Divestures | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Reclassifications | \n\n (0.3) | \n\n - | \n\n (0.3) | \n\n - | \n\n (0.3) | \n
| \n Exchange difference | \n\n 4.1 | \n\n - | \n\n 4.1 | \n\n - | \n\n 4.1 | \n
| \n 31\u00a0December 2022 | \n\n 2,328.8 | \n\n 241.4 | \n\n 2,570.2 | \n\n 0.0 | \n\n 2,570.2 | \n
The goodwill net increased during the period for \u20ac76.3\u00a0million, mainly due to the acquisitions occurred in 2022 described in note\u00a012.1.
The next chapter describes the impairment tests performed on goodwill, which was conclusive for no need for an impairment constitution.
12.3Impairment tests
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. This impairment test is performed by comparing the recoverable amount of each cash generating unit (CGU) with the carrying value of the corresponding assets. The tests are carried out with rates specific to each division.
CGUs are independently defined at each business level, corresponding to the Group\u2019s operating segments. The segments are based on the Group\u2019s internal management reporting structure in order to facilitate decision-making with respect to the allocation of resources and assessment of the performance of the entity\u2019s operations. The Group\u2019s CGUs correspond to the two operating segments: Content production &\u00a0distribution business and Online sports betting &\u00a0gaming business. Refer to note\u00a04 \u201cSegment information\u201d on page 224 for further details.
In 2022\u00a0and 2021, the Group examined the value of the goodwill associated with its cash-generating units (CGUs), ensuring that the recoverable value of the CGUs tested exceeded their net book value, including goodwill.
| \n (in \u20ac million) | \n\n Goodwill | \n\n CGU carrying value | \n
| \n 31\u00a0December 2022 | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 2,328.8 | \n\n 2,701.4 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 179.5 | \n
| \n 31\u00a0December 2021 | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 2,252.5 | \n\n 2,656.8 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 193.3 | \n
The recoverable amount as of 31\u00a0December 2022\u00a0and 2021, was determined based on a calculation of the value in use using cash flow projections from the budgets approved by Management covering a period from 3\u00a0to 4\u00a0years (see table below).
The assumptions used by the Group are stated on the table below:
| \n \n | \n\n WACC* | \n\n Perpetual | \n\n Budget (with some exceptions) | \n
| \n 31\u00a0December 2022 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 9.5% | \n\n 2.3% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 1.5% | \n\n 4 years | \n
| \n 31\u00a0December 2021 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 9.3% | \n\n 2.0% | \n\n 4\u00a0years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.2% | \n\n 1.5% | \n\n 3\u00a0years | \n
| \n *WACC: Weighted Average Cost of Capital post tax. | \n
The projections include estimates for the cost savings that have been realized and are to be realized from several cost savings initiatives for which the entity is committed at the closing date. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, actual results of operations, financial condition and liquidity may differ from those assumed in the forward-looking statements.
Based on the impairment tests conducted, the Management did not identify any impairment for both CGUs and thus no impairment needs to be charged against goodwill, intangible and tangible assets, for the years ended on 31\u00a0December 2022\u00a0and 2021.
Sensitivity to Changes in Assumptions
A sensitivity analysis of the value in use of the Content production & distribution business and Online sports betting & gaming business was carried out according to the parameters below. This sensitivity analysis did not call into question the impairment tests performed (the margins on impairment tests remaining significantly positive in all scenarios).
The sensitivity of impairment tests to adverse, feasible changes in assumptions is set out below:
\u2022reasonable sensitivity to changes in the discount rate: a simulated increase of up to 1\u00a0percentage point in the discount rate used would not change the findings of the Group's analysis;
\u2022reasonable sensitivity to changes in the long-term growth rate: in a pessimistic scenario where the long-term growth rate is reduced by 0.5%, the value in use of each CGU would still exceed its carrying amount;
\u2022reasonable sensitivity to changes in the business plans: a 10% reduction in the revenue forecast contained in the business plan and decrease of 0.5% of the perpetual growth rate, with variable costs adjusted accordingly, would not change the conclusions of the Group's analysis.
Consequently, none of the sensitivity tests reduced the value in use of any of the CGUs to below their carrying amount.
| \n Note 13 | \n\n Intangible assets | \n
Intangible assets comprise mainly content assets, both acquired and developed internally, scripted programs with an international potential, distribution advances with third parties, software and intangible assets recognized as part of PPA.
Other intangible assets include rights for the movie adaptation of books.
| \n (in \u20ac million) | \n\n 2022 | \n|||||
| \n Content assets and formats | \n\n Content assets and formats in progress | \n\n Software | \n\n Intangible assets recognized as part of PPA | \n\n Other intangible assets | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2022 | \n\n 668.0 | \n\n - | \n\n 26.5 | \n\n 217.4 | \n\n 65.1 | \n\n 977.1 | \n
| \n Investments | \n\n 36.1 | \n\n - | \n\n 4.3 | \n\n - | \n\n 4.0 | \n\n 44.4 | \n
| \n Divestitures | \n\n (0.2) | \n\n - | \n\n (0.6) | \n\n - | \n\n (16.1) | \n\n (16.9) | \n
| \n Changes in consolidation scope | \n\n (6.4) | \n\n 1.1 | \n\n - | \n\n (1.7) | \n\n (1.8) | \n\n (8.8) | \n
| \n Translation differences | \n\n (20.3) | \n\n - | \n\n - | \n\n (6.8) | \n\n (0.7) | \n\n (27.9) | \n
| \n Reclassifications and others(1) | \n\n 10.1 | \n\n (0.8) | \n\n - | \n\n - | \n\n (2.6) | \n\n 6.7 | \n
| \n As of 31\u00a0December 2022 | \n\n 687.2 | \n\n 0.2 | \n\n 30.2 | \n\n 209.0 | \n\n 47.9 | \n\n 974.6 | \n
| \n Accumulated amortization and impairment losses | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n (617.0) | \n\n - | \n\n (15.9) | \n\n (52.0) | \n\n (55.4) | \n\n (740.3) | \n
| \n Depreciation and amortization | \n\n (60.7) | \n\n - | \n\n (5.4) | \n\n (18.7) | \n\n (2.0) | \n\n (86.7) | \n
| \n Divestitures and impairment losses | \n\n 0.1 | \n\n - | \n\n 0.6 | \n\n - | \n\n 17.8 | \n\n 18.5 | \n
| \n Changes in consolidation scope | \n\n 8.6 | \n\n - | \n\n - | \n\n (0.3) | \n\n (0.1) | \n\n 8.3 | \n
| \n Translation differences | \n\n 18.4 | \n\n - | \n\n - | \n\n 2.1 | \n\n 0.6 | \n\n 21.2 | \n
| \n Reclassifications and others(1) | \n\n (1.4) | \n\n - | \n\n - | \n\n - | \n\n 0.6 | \n\n (0.7) | \n
| \n As of 31\u00a0December 2022 | \n\n (651.9) | \n\n - | \n\n (20.7) | \n\n (68.9) | \n\n (38.4) | \n\n (779.8) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 51.0 | \n\n - | \n\n 10.7 | \n\n 165.4 | \n\n 9.7 | \n\n 236.7 | \n
| \n As of 31\u00a0December | \n\n 35.3 | \n\n 0.2 | \n\n 9.5 | \n\n 140.1 | \n\n 9.6 | \n\n 194.8 | \n
| \n Of which internally developed | \n\n - | \n\n - | \n\n 6.8 | \n\n - | \n\n - | \n\n 6.8 | \n
| \n (1)Reclassification of 10 M\u20ac on content assets is mainly explained by reclassification of some scripted programs initially classified into work in progress and had been reclassified in intangible assets given the international future expected revenue. | \n
| \n (in \u20ac million) | \n\n 2021 | \n|||||
| \n Content assets and formats | \n\n Content assets and formats in progress | \n\n Software | \n\n Intangible assets recognized as part of PPA | \n\n Other intangible assets | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2021 | \n\n 626.0 | \n\n - | \n\n 30.9 | \n\n 208.0 | \n\n 56.5 | \n\n 921.4 | \n
| \n Investments | \n\n 39.0 | \n\n - | \n\n 3.8 | \n\n 0.4 | \n\n 8.3 | \n\n 51.5 | \n
| \n Divestitures | \n\n (2.0) | \n\n 0.0 | \n\n (8.2) | \n\n - | \n\n (6.0) | \n\n (16.2) | \n
| \n Changes in consolidation scope | \n\n 11.0 | \n\n 4.0 | \n\n (0.0) | \n\n 1.3 | \n\n (1.2) | \n\n 15.0 | \n
| \n Translation differences | \n\n - | \n\n - | \n\n - | \n\n (0.6) | \n\n 27.3 | \n\n 26.7 | \n
| \n Reclassifications and others | \n\n (6.0) | \n\n (4.0) | \n\n 0.0 | \n\n 8.3 | \n\n (19.8) | \n\n (21.4) | \n
| \n As of 31\u00a0December 2021 | \n\n 668.0 | \n\n 0.0 | \n\n 26.5 | \n\n 217.4 | \n\n 65.1 | \n\n 977.1 | \n
| \n Accumulated amortization and impairment losses | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January 2021 | \n\n (566.0) | \n\n - | \n\n (18.9) | \n\n (31.3) | \n\n (48.6) | \n\n (664.9) | \n
| \n Depreciation and amortization | \n\n (51.0) | \n\n - | \n\n - | \n\n (19.8) | \n\n (4.3) | \n\n (75.0) | \n
| \n Divestitures and impairment losses | \n\n 2.0 | \n\n - | \n\n 3.0 | \n\n - | \n\n 5.7 | \n\n 10.8 | \n
| \n Changes in consolidation scope | \n\n (11.0) | \n\n - | \n\n 0.0 | \n\n - | \n\n 1.0 | \n\n (10.0) | \n
| \n Translation differences | \n\n - | \n\n - | \n\n - | \n\n (1.6) | \n\n (15.1) | \n\n (16.7) | \n
| \n Reclassifications and others | \n\n 9.0 | \n\n - | \n\n - | \n\n 0.7 | \n\n 5.8 | \n\n 15.5 | \n
| \n AS OF 31 DECEMBER 2021 | \n\n (617.0) | \n\n - | \n\n (15.9) | \n\n (52.0) | \n\n (55.5) | \n\n (740.3) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 60.0 | \n\n - | \n\n 12.0 | \n\n 176.7 | \n\n 7.8 | \n\n 256.6 | \n
| \n As of 31\u00a0December | \n\n 51.0 | \n\n 0.0 | \n\n 10.7 | \n\n 165.4 | \n\n 9.7 | \n\n 236.7 | \n
| \n Of which internally developed | \n\n 0.3 | \n\n - | \n\n 7.3 | \n\n - | \n\n - | \n\n 7.6 | \n
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognized in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognized in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (full goodwill) or at the percentage of shares of identifiable assets and liabilities it possesses.
2.5.3Goodwill
Goodwill is initially recognized and measured as set out above.
Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), (CGU), expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production &\u00a0distribution business;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognized for goodwill cannot be reversed in subsequent periods.
The accounting policy for goodwill arising on the acquisition of an associate or a joint venture is described below.
2.5.5Intangible assets
Intangible assets with finite useful lives are initially recognized at cost, except for those acquired in a business combination, which are recognized at fair value.
Intangible assets presented in the consolidated statement of financial position comprise:
\u2022format rights acquired from a third party or through business combinations. They can be commercially exploited either through internal use, i.e., the production of television programs by a Group entity, or through external use, i.e., the sale or licensing to third parties;
\u2022audiovisual rights, or catalogues, referred to as the Group\u2019s library of finished programs, whether acquired or internally developed, for which the Group has legal right to distribute and to receive revenue from the distribution of the rights;
\u2022production contracts or client contracts, acquired through business combinations, to produce television programs, TV movies, or cinematic movies;
\u2022fictions in progress which are the costs incurred for fiction productions that are not yet finalized and not delivered to the client at the closing date, and for which i) the Group retains the intellectual property (IP) and ii) the Group expects significant further IP revenue;
\u2022rights for the movie adaptation of books;
\u2022intangible assets acquired in the normal activity of the Online sports betting &\u00a0gaming business such as domain names, websites, customer database;
\u2022Online sports betting &\u00a0gaming business software acquired from a third party or through business combinations or which are the costs incurred to develop it (refer to note 2.5.6 on page 211); and
\u2022other intangible assets such as other administrative software.
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortized on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortized on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
2.5.6Internally generated software
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognized if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalized during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalized. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognized as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
2.5.9Impairment of property, plant
and equipment, intangible assets (other than goodwill)
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.3 on page 210.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognized, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognized for the asset in prior years.
2.5.20 Production costs
Acquisition Cost of Clients
Internal costs relating to acquisition of clients are recognized as expenses.
Client databases are capitalized and recognized as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognized in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognized in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (full goodwill) or at the percentage of shares of identifiable assets and liabilities it possesses.
2.5.3Goodwill
Goodwill is initially recognized and measured as set out above.
Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), (CGU), expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production &\u00a0distribution business;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognized for goodwill cannot be reversed in subsequent periods.
The accounting policy for goodwill arising on the acquisition of an associate or a joint venture is described below.
| \n Note 12 | \n\n Goodwill | \n
12.1Significant acquisitions in 2022
Banijay\u2019s sub-group acquired the following businesses during the year:
Acquisition of Montmartre Films, formerly L\u00e9gende Films (France)
In January 2022, Banijay France acquired 50% of the issued share capital of Montmartre Films, obtaining control given the agreement that govern the Boards of Directors. \u00a0Montmartre Films is a French based scripted production entity and qualifies as a business as defined in IFRS 3. Montmartre Films was acquired to grow a pipeline of premium quality scripted IP in the form of both series and feature-length films.
Acquisition of Znak TV (USA)
In February 2022, Endemol Shine UK Ltd acquired 100% of the issued share capital of Znak TV, obtaining control of Znak TV. Znak TV is the entity of a famous showrunner and executive producer on Fox\u2019s \u201cMasterChef\u201d amongst other large-scale entertainment brands and qualifies as a business as defined in IFRS 3. Znak TV will enable BGH sub-group to increase its activity in the US and in the UK.
Acquisition of Groenlandia (Italy)
In March 2022, Banijay Italy acquired 51% of the issued share capital of Groenlandia S.r.l., obtaining control given the agreement that govern the Boards of Directors. Groenlandia S.r.l. is engaged in the business of the creation, development, production, selling, marketing, promotion and distribution of movies, features, short films and documentaries for both cinema and television markets and qualifies as a business as defined in IFRS 3. Groenlandia S.r.l. provides audiovisual products for the international market featured by high quality level.
Acquisition of Pokeepsie (Spain)
In April 2022, Banijay Iberia acquired 51% of the issued share capital of Pokeepsie Films, obtaining control given the agreement that govern the Boards of Directors. Pokeepsie Films spans the fantasy, thriller, and horror space and qualifies as a business as defined in IFRS 3. Pokeepsie Films is subsequently a leader in youth-skewing films and series.
Acquisition of Movimenti (Italy)
In September 2022, Banijay Kids & Family division acquired 51% of the issued share capital of the Italian based group Movimenti founded in 2004, obtaining control given the agreement that govern the Boards of Directors. Movimenti is a vertically integrated group of 6 companies including 2D and 3D animation studios, an audio post-production company and a distribution entity and qualifies as a business as defined in IFRS 3.
Acquisition of Kindle Entertainment (The UK)
In August 2022, Banijay Kids & Family division acquired 75.75% of the issued share capital of the British group Kindle, obtaining control of Kindle. Kindle is a Multiple BAFTA winning production company, founded in 2007 and qualifies as a business as defined in IFRS\u00a03.
Acquisition of Noisy Pictures GmbH, formerly Sony Pictures Television Germany (Germany)
In September 2022, Banijay Production Germany acquired 100% of the issued share capital of the German entity Noisy Pictures Gmbh (formerly Sony Picture Television Germany), obtaining control of Noisy Pictures GmbH. Based in Cologne and in operation for more than 25 years, Sony is producing popular entertainment formats and scripted shows and qualifies as a business as defined in IFRS\u00a03. The label is behind an impressive slate of shows including the award-winning Die H\u00f6hle der L\u00f6wen (Dragon\u2019s Den). The company is led by Astrid Quentell and Mirek Nitsch.
Acquisition of Mam Tor Productions (The UK)
In October 2022, Banijay Media Limited acquired 51% of Mam Tor Productions in the UK, obtaining control given the agreement that govern the Boards of Directors. The company was founded in 2014 by a renowned producer and is geared towards high-end, contemporary, and original returning series and qualifies as a business as defined in IFRS 3.
Acquisition of Movie Plus (Israel)
In November 2022, Endemol Israel Ltd acquired 51% of Movie Plus, obtaining control given the agreement that govern the Boards of Directors. Specialized in drama series, documentaries, and feature-length films, it qualifies as a business as defined in IFRS 3.
The above acquisitions are individually not significant. The aggregated amounts recognized at the acquisition date for each major class of assets acquired and liabilities assumed in the consolidated statement of financial position is the following:
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Non-current assets | \n\n 8.9 | \n
| \n Current assets | \n\n 174.9 | \n
| \n Assets | \n\n 183.8 | \n
| \n Non-controlling interests | \n\n 0.7 | \n
| \n Non-current liabilities | \n\n 20.3 | \n
| \n Current liabilities | \n\n 148.6 | \n
| \n Liabilities and non-controlling interests | \n\n 169.6 | \n
| \n Aggregated acquired assets and liabilities | \n\n 14.2 | \n
The aggregated acquisition price for the business acquired in 2022\u00a0and the aggregated amount of goodwill recognized from the 2022\u00a0business acquisitions is the following:
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Total consideration | \n\n \n | \n
| \n Satisfied by: | \n\n \n | \n
| \n Cash | \n\n 68.2 | \n
| \n Equity instruments | \n\n 0.0 | \n
| \n Contingent consideration arrangement | \n\n 18.1 | \n
| \n Total consideration transferred | \n\n 86.3 | \n
| \n Aggregated acquired assets and liabilities | \n\n 14.2 | \n
| \n Aggregated Goodwill | \n\n 72.6 | \n
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Net cash outflows arising on acquisition | \n\n \n | \n
| \n Cash consideration | \n\n (68.2) | \n
| \n Less: cash and cash equivalents balances acquired | \n\n 41.0 | \n
| \n Acquisition costs | \n\n (3.5) | \n
| \n Purchases of consolidated companies, net of acquired cash(1) | \n\n (30.7) | \n
| \n (1)The caption \u201cPurchases of consolidated companies, net of acquired cash\u201d of the Cash Flow statement also comprised cash out due to earn-out and put options for an amount of -\u20ac15.5\u00a0million. | \n
The purchase price allocation of all those acquisitions is still under progress at the date of issuance of these consolidated financial statements.
Acquisition-related costs (included in other operational income and expenses) amount to \u20ac4.0\u00a0million.
Acquired consolidated companies contributed \u20ac72\u00a0million to the Group\u2019s revenue and \u20ac9\u00a0million to the Group\u2019s current operating profit for the period between the date of acquisition and the reporting date.
If the acquisition had been completed on the first day of the financial year, acquired consolidated companies would have contributed to the revenue for the year with \u20ac100\u00a0million.
12.2Change in goodwill
Goodwill as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Gross value | \n\n Impairment | \n\n Goodwill, net | \n
| \n 1\u00a0January 2021 | \n\n 2,209.5 | \n\n 241.4 | \n\n 2,450.9 | \n\n 0.0 | \n\n 2,450.9 | \n
| \n Acquisitions | \n\n 17.0 | \n\n - | \n\n 17.0 | \n\n - | \n\n 17.0 | \n
| \n Divestures | \n\n (0.6) | \n\n - | \n\n (0.6) | \n\n - | \n\n (0.6) | \n
| \n Reclassifications | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Exchange difference | \n\n 26.6 | \n\n - | \n\n 26.6 | \n\n - | \n\n 26.6 | \n
| \n 31\u00a0December 2021 | \n\n 2,252.5 | \n\n 241.4 | \n\n 2,493.9 | \n\n 0.0 | \n\n 2,493.9 | \n
| \n Acquisitions | \n\n 72.6 | \n\n - | \n\n 72.6 | \n\n - | \n\n 72.6 | \n
| \n Divestures | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Reclassifications | \n\n (0.3) | \n\n - | \n\n (0.3) | \n\n - | \n\n (0.3) | \n
| \n Exchange difference | \n\n 4.1 | \n\n - | \n\n 4.1 | \n\n - | \n\n 4.1 | \n
| \n 31\u00a0December 2022 | \n\n 2,328.8 | \n\n 241.4 | \n\n 2,570.2 | \n\n 0.0 | \n\n 2,570.2 | \n
The goodwill net increased during the period for \u20ac76.3\u00a0million, mainly due to the acquisitions occurred in 2022 described in note\u00a012.1.
The next chapter describes the impairment tests performed on goodwill, which was conclusive for no need for an impairment constitution.
12.3Impairment tests
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. This impairment test is performed by comparing the recoverable amount of each cash generating unit (CGU) with the carrying value of the corresponding assets. The tests are carried out with rates specific to each division.
CGUs are independently defined at each business level, corresponding to the Group\u2019s operating segments. The segments are based on the Group\u2019s internal management reporting structure in order to facilitate decision-making with respect to the allocation of resources and assessment of the performance of the entity\u2019s operations. The Group\u2019s CGUs correspond to the two operating segments: Content production &\u00a0distribution business and Online sports betting &\u00a0gaming business. Refer to note\u00a04 \u201cSegment information\u201d on page 224 for further details.
In 2022\u00a0and 2021, the Group examined the value of the goodwill associated with its cash-generating units (CGUs), ensuring that the recoverable value of the CGUs tested exceeded their net book value, including goodwill.
| \n (in \u20ac million) | \n\n Goodwill | \n\n CGU carrying value | \n
| \n 31\u00a0December 2022 | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 2,328.8 | \n\n 2,701.4 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 179.5 | \n
| \n 31\u00a0December 2021 | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 2,252.5 | \n\n 2,656.8 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 193.3 | \n
The recoverable amount as of 31\u00a0December 2022\u00a0and 2021, was determined based on a calculation of the value in use using cash flow projections from the budgets approved by Management covering a period from 3\u00a0to 4\u00a0years (see table below).
The assumptions used by the Group are stated on the table below:
| \n \n | \n\n WACC* | \n\n Perpetual | \n\n Budget (with some exceptions) | \n
| \n 31\u00a0December 2022 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 9.5% | \n\n 2.3% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 1.5% | \n\n 4 years | \n
| \n 31\u00a0December 2021 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 9.3% | \n\n 2.0% | \n\n 4\u00a0years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.2% | \n\n 1.5% | \n\n 3\u00a0years | \n
| \n *WACC: Weighted Average Cost of Capital post tax. | \n
The projections include estimates for the cost savings that have been realized and are to be realized from several cost savings initiatives for which the entity is committed at the closing date. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, actual results of operations, financial condition and liquidity may differ from those assumed in the forward-looking statements.
Based on the impairment tests conducted, the Management did not identify any impairment for both CGUs and thus no impairment needs to be charged against goodwill, intangible and tangible assets, for the years ended on 31\u00a0December 2022\u00a0and 2021.
Sensitivity to Changes in Assumptions
A sensitivity analysis of the value in use of the Content production & distribution business and Online sports betting & gaming business was carried out according to the parameters below. This sensitivity analysis did not call into question the impairment tests performed (the margins on impairment tests remaining significantly positive in all scenarios).
The sensitivity of impairment tests to adverse, feasible changes in assumptions is set out below:
\u2022reasonable sensitivity to changes in the discount rate: a simulated increase of up to 1\u00a0percentage point in the discount rate used would not change the findings of the Group's analysis;
\u2022reasonable sensitivity to changes in the long-term growth rate: in a pessimistic scenario where the long-term growth rate is reduced by 0.5%, the value in use of each CGU would still exceed its carrying amount;
\u2022reasonable sensitivity to changes in the business plans: a 10% reduction in the revenue forecast contained in the business plan and decrease of 0.5% of the perpetual growth rate, with variable costs adjusted accordingly, would not change the conclusions of the Group's analysis.
Consequently, none of the sensitivity tests reduced the value in use of any of the CGUs to below their carrying amount.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognized in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognized in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (full goodwill) or at the percentage of shares of identifiable assets and liabilities it possesses.
2.5.3Goodwill
Goodwill is initially recognized and measured as set out above.
Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), (CGU), expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production &\u00a0distribution business;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognized for goodwill cannot be reversed in subsequent periods.
The accounting policy for goodwill arising on the acquisition of an associate or a joint venture is described below.
2.5.3Goodwill
Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), (CGU), expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production &\u00a0distribution business;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognized for goodwill cannot be reversed in subsequent periods.
2.5.9Impairment of property, plant
and equipment, intangible assets (other than goodwill)
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.3 on page 210.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognized, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognized for the asset in prior years.
12.3Impairment tests
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. This impairment test is performed by comparing the recoverable amount of each cash generating unit (CGU) with the carrying value of the corresponding assets. The tests are carried out with rates specific to each division.
CGUs are independently defined at each business level, corresponding to the Group\u2019s operating segments. The segments are based on the Group\u2019s internal management reporting structure in order to facilitate decision-making with respect to the allocation of resources and assessment of the performance of the entity\u2019s operations. The Group\u2019s CGUs correspond to the two operating segments: Content production &\u00a0distribution business and Online sports betting &\u00a0gaming business. Refer to note\u00a04 \u201cSegment information\u201d on page 224 for further details.
In 2022\u00a0and 2021, the Group examined the value of the goodwill associated with its cash-generating units (CGUs), ensuring that the recoverable value of the CGUs tested exceeded their net book value, including goodwill.
| \n (in \u20ac million) | \n\n Goodwill | \n\n CGU carrying value | \n
| \n 31\u00a0December 2022 | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 2,328.8 | \n\n 2,701.4 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 179.5 | \n
| \n 31\u00a0December 2021 | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 2,252.5 | \n\n 2,656.8 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 193.3 | \n
The recoverable amount as of 31\u00a0December 2022\u00a0and 2021, was determined based on a calculation of the value in use using cash flow projections from the budgets approved by Management covering a period from 3\u00a0to 4\u00a0years (see table below).
The assumptions used by the Group are stated on the table below:
| \n \n | \n\n WACC* | \n\n Perpetual | \n\n Budget (with some exceptions) | \n
| \n 31\u00a0December 2022 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 9.5% | \n\n 2.3% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 1.5% | \n\n 4 years | \n
| \n 31\u00a0December 2021 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Content production &\u00a0distribution | \n\n 9.3% | \n\n 2.0% | \n\n 4\u00a0years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.2% | \n\n 1.5% | \n\n 3\u00a0years | \n
| \n *WACC: Weighted Average Cost of Capital post tax. | \n
The projections include estimates for the cost savings that have been realized and are to be realized from several cost savings initiatives for which the entity is committed at the closing date. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, actual results of operations, financial condition and liquidity may differ from those assumed in the forward-looking statements.
Based on the impairment tests conducted, the Management did not identify any impairment for both CGUs and thus no impairment needs to be charged against goodwill, intangible and tangible assets, for the years ended on 31\u00a0December 2022\u00a0and 2021.
Sensitivity to Changes in Assumptions
A sensitivity analysis of the value in use of the Content production & distribution business and Online sports betting & gaming business was carried out according to the parameters below. This sensitivity analysis did not call into question the impairment tests performed (the margins on impairment tests remaining significantly positive in all scenarios).
The sensitivity of impairment tests to adverse, feasible changes in assumptions is set out below:
\u2022reasonable sensitivity to changes in the discount rate: a simulated increase of up to 1\u00a0percentage point in the discount rate used would not change the findings of the Group's analysis;
\u2022reasonable sensitivity to changes in the long-term growth rate: in a pessimistic scenario where the long-term growth rate is reduced by 0.5%, the value in use of each CGU would still exceed its carrying amount;
\u2022reasonable sensitivity to changes in the business plans: a 10% reduction in the revenue forecast contained in the business plan and decrease of 0.5% of the perpetual growth rate, with variable costs adjusted accordingly, would not change the conclusions of the Group's analysis.
Consequently, none of the sensitivity tests reduced the value in use of any of the CGUs to below their carrying amount.
2.5.3Goodwill
Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), (CGU), expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production &\u00a0distribution business;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognized for goodwill cannot be reversed in subsequent periods.
2.5.9Impairment of property, plant
and equipment, intangible assets (other than goodwill)
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.3 on page 210.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognized, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognized for the asset in prior years.
2.5.3Goodwill
Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), (CGU), expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production &\u00a0distribution business;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognized for goodwill cannot be reversed in subsequent periods.
2.5.9Impairment of property, plant
and equipment, intangible assets (other than goodwill)
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.3 on page 210.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognized, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognized for the asset in prior years.
2.5.4Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognized initially in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment.
2.5.4Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognized initially in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment.
| \n Note 16 | \n\n Investments in entities accounted for under the equity method | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Value as of 1\u00a0January | \n\n 11.1 | \n\n 2.7 | \n
| \n Results of the period | \n\n (2.2) | \n\n (1.2) | \n
| \n Dividend paid | \n\n (0.3) | \n\n (0.3) | \n
| \n Capital increase | \n\n - | \n\n 0.0 | \n
| \n Change in consolidation scope | \n\n 1.0 | \n\n 2.1 | \n
| \n Foreign currency translation reserve | \n\n (0.2) | \n\n 0.5 | \n
| \n Change in consolidation method | \n\n - | \n\n - | \n
| \n Negative equity portion transferred to provisions for financial risk | \n\n 3.5 | \n\n (0.5) | \n
| \n Others | \n\n 1.1 | \n\n 7.8 | \n
| \n Value as of 31\u00a0December | \n\n 14.0 | \n\n 11.1 | \n
The caption \u201cOthers\u201d in 2021\u00a0comprises \u20ac8.2\u00a0million related to transactions performed by co-shareholders that resulted in the revaluation of the Group equity\u2019s stake in Financi\u00e8re EMG.
2.5.4Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognized initially in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment.
| \n Note 16 | \n\n Investments in entities accounted for under the equity method | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Value as of 1\u00a0January | \n\n 11.1 | \n\n 2.7 | \n
| \n Results of the period | \n\n (2.2) | \n\n (1.2) | \n
| \n Dividend paid | \n\n (0.3) | \n\n (0.3) | \n
| \n Capital increase | \n\n - | \n\n 0.0 | \n
| \n Change in consolidation scope | \n\n 1.0 | \n\n 2.1 | \n
| \n Foreign currency translation reserve | \n\n (0.2) | \n\n 0.5 | \n
| \n Change in consolidation method | \n\n - | \n\n - | \n
| \n Negative equity portion transferred to provisions for financial risk | \n\n 3.5 | \n\n (0.5) | \n
| \n Others | \n\n 1.1 | \n\n 7.8 | \n
| \n Value as of 31\u00a0December | \n\n 14.0 | \n\n 11.1 | \n
The caption \u201cOthers\u201d in 2021\u00a0comprises \u20ac8.2\u00a0million related to transactions performed by co-shareholders that resulted in the revaluation of the Group equity\u2019s stake in Financi\u00e8re EMG.
2.5.4Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognized initially in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment.
| \n Note 16 | \n\n Investments in entities accounted for under the equity method | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Value as of 1\u00a0January | \n\n 11.1 | \n\n 2.7 | \n
| \n Results of the period | \n\n (2.2) | \n\n (1.2) | \n
| \n Dividend paid | \n\n (0.3) | \n\n (0.3) | \n
| \n Capital increase | \n\n - | \n\n 0.0 | \n
| \n Change in consolidation scope | \n\n 1.0 | \n\n 2.1 | \n
| \n Foreign currency translation reserve | \n\n (0.2) | \n\n 0.5 | \n
| \n Change in consolidation method | \n\n - | \n\n - | \n
| \n Negative equity portion transferred to provisions for financial risk | \n\n 3.5 | \n\n (0.5) | \n
| \n Others | \n\n 1.1 | \n\n 7.8 | \n
| \n Value as of 31\u00a0December | \n\n 14.0 | \n\n 11.1 | \n
The caption \u201cOthers\u201d in 2021\u00a0comprises \u20ac8.2\u00a0million related to transactions performed by co-shareholders that resulted in the revaluation of the Group equity\u2019s stake in Financi\u00e8re EMG.
2.5.4Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognized initially in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment.
2.5.4Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognized initially in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment.
2.5.5Intangible assets
Intangible assets with finite useful lives are initially recognized at cost, except for those acquired in a business combination, which are recognized at fair value.
Intangible assets presented in the consolidated statement of financial position comprise:
\u2022format rights acquired from a third party or through business combinations. They can be commercially exploited either through internal use, i.e., the production of television programs by a Group entity, or through external use, i.e., the sale or licensing to third parties;
\u2022audiovisual rights, or catalogues, referred to as the Group\u2019s library of finished programs, whether acquired or internally developed, for which the Group has legal right to distribute and to receive revenue from the distribution of the rights;
\u2022production contracts or client contracts, acquired through business combinations, to produce television programs, TV movies, or cinematic movies;
\u2022fictions in progress which are the costs incurred for fiction productions that are not yet finalized and not delivered to the client at the closing date, and for which i) the Group retains the intellectual property (IP) and ii) the Group expects significant further IP revenue;
\u2022rights for the movie adaptation of books;
\u2022intangible assets acquired in the normal activity of the Online sports betting &\u00a0gaming business such as domain names, websites, customer database;
\u2022Online sports betting &\u00a0gaming business software acquired from a third party or through business combinations or which are the costs incurred to develop it (refer to note 2.5.6 on page 211); and
\u2022other intangible assets such as other administrative software.
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortized on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortized on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
2.5.6Internally generated software
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognized if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalized during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalized. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognized as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
2.5.9Impairment of property, plant
and equipment, intangible assets (other than goodwill)
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.3 on page 210.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognized, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognized for the asset in prior years.
2.5.20 Production costs
Acquisition Cost of Clients
Internal costs relating to acquisition of clients are recognized as expenses.
Client databases are capitalized and recognized as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
| \n Note 13 | \n\n Intangible assets | \n
Intangible assets comprise mainly content assets, both acquired and developed internally, scripted programs with an international potential, distribution advances with third parties, software and intangible assets recognized as part of PPA.
Other intangible assets include rights for the movie adaptation of books.
| \n (in \u20ac million) | \n\n 2022 | \n|||||
| \n Content assets and formats | \n\n Content assets and formats in progress | \n\n Software | \n\n Intangible assets recognized as part of PPA | \n\n Other intangible assets | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2022 | \n\n 668.0 | \n\n - | \n\n 26.5 | \n\n 217.4 | \n\n 65.1 | \n\n 977.1 | \n
| \n Investments | \n\n 36.1 | \n\n - | \n\n 4.3 | \n\n - | \n\n 4.0 | \n\n 44.4 | \n
| \n Divestitures | \n\n (0.2) | \n\n - | \n\n (0.6) | \n\n - | \n\n (16.1) | \n\n (16.9) | \n
| \n Changes in consolidation scope | \n\n (6.4) | \n\n 1.1 | \n\n - | \n\n (1.7) | \n\n (1.8) | \n\n (8.8) | \n
| \n Translation differences | \n\n (20.3) | \n\n - | \n\n - | \n\n (6.8) | \n\n (0.7) | \n\n (27.9) | \n
| \n Reclassifications and others(1) | \n\n 10.1 | \n\n (0.8) | \n\n - | \n\n - | \n\n (2.6) | \n\n 6.7 | \n
| \n As of 31\u00a0December 2022 | \n\n 687.2 | \n\n 0.2 | \n\n 30.2 | \n\n 209.0 | \n\n 47.9 | \n\n 974.6 | \n
| \n Accumulated amortization and impairment losses | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n (617.0) | \n\n - | \n\n (15.9) | \n\n (52.0) | \n\n (55.4) | \n\n (740.3) | \n
| \n Depreciation and amortization | \n\n (60.7) | \n\n - | \n\n (5.4) | \n\n (18.7) | \n\n (2.0) | \n\n (86.7) | \n
| \n Divestitures and impairment losses | \n\n 0.1 | \n\n - | \n\n 0.6 | \n\n - | \n\n 17.8 | \n\n 18.5 | \n
| \n Changes in consolidation scope | \n\n 8.6 | \n\n - | \n\n - | \n\n (0.3) | \n\n (0.1) | \n\n 8.3 | \n
| \n Translation differences | \n\n 18.4 | \n\n - | \n\n - | \n\n 2.1 | \n\n 0.6 | \n\n 21.2 | \n
| \n Reclassifications and others(1) | \n\n (1.4) | \n\n - | \n\n - | \n\n - | \n\n 0.6 | \n\n (0.7) | \n
| \n As of 31\u00a0December 2022 | \n\n (651.9) | \n\n - | \n\n (20.7) | \n\n (68.9) | \n\n (38.4) | \n\n (779.8) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 51.0 | \n\n - | \n\n 10.7 | \n\n 165.4 | \n\n 9.7 | \n\n 236.7 | \n
| \n As of 31\u00a0December | \n\n 35.3 | \n\n 0.2 | \n\n 9.5 | \n\n 140.1 | \n\n 9.6 | \n\n 194.8 | \n
| \n Of which internally developed | \n\n - | \n\n - | \n\n 6.8 | \n\n - | \n\n - | \n\n 6.8 | \n
| \n (1)Reclassification of 10 M\u20ac on content assets is mainly explained by reclassification of some scripted programs initially classified into work in progress and had been reclassified in intangible assets given the international future expected revenue. | \n
| \n (in \u20ac million) | \n\n 2021 | \n|||||
| \n Content assets and formats | \n\n Content assets and formats in progress | \n\n Software | \n\n Intangible assets recognized as part of PPA | \n\n Other intangible assets | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2021 | \n\n 626.0 | \n\n - | \n\n 30.9 | \n\n 208.0 | \n\n 56.5 | \n\n 921.4 | \n
| \n Investments | \n\n 39.0 | \n\n - | \n\n 3.8 | \n\n 0.4 | \n\n 8.3 | \n\n 51.5 | \n
| \n Divestitures | \n\n (2.0) | \n\n 0.0 | \n\n (8.2) | \n\n - | \n\n (6.0) | \n\n (16.2) | \n
| \n Changes in consolidation scope | \n\n 11.0 | \n\n 4.0 | \n\n (0.0) | \n\n 1.3 | \n\n (1.2) | \n\n 15.0 | \n
| \n Translation differences | \n\n - | \n\n - | \n\n - | \n\n (0.6) | \n\n 27.3 | \n\n 26.7 | \n
| \n Reclassifications and others | \n\n (6.0) | \n\n (4.0) | \n\n 0.0 | \n\n 8.3 | \n\n (19.8) | \n\n (21.4) | \n
| \n As of 31\u00a0December 2021 | \n\n 668.0 | \n\n 0.0 | \n\n 26.5 | \n\n 217.4 | \n\n 65.1 | \n\n 977.1 | \n
| \n Accumulated amortization and impairment losses | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January 2021 | \n\n (566.0) | \n\n - | \n\n (18.9) | \n\n (31.3) | \n\n (48.6) | \n\n (664.9) | \n
| \n Depreciation and amortization | \n\n (51.0) | \n\n - | \n\n - | \n\n (19.8) | \n\n (4.3) | \n\n (75.0) | \n
| \n Divestitures and impairment losses | \n\n 2.0 | \n\n - | \n\n 3.0 | \n\n - | \n\n 5.7 | \n\n 10.8 | \n
| \n Changes in consolidation scope | \n\n (11.0) | \n\n - | \n\n 0.0 | \n\n - | \n\n 1.0 | \n\n (10.0) | \n
| \n Translation differences | \n\n - | \n\n - | \n\n - | \n\n (1.6) | \n\n (15.1) | \n\n (16.7) | \n
| \n Reclassifications and others | \n\n 9.0 | \n\n - | \n\n - | \n\n 0.7 | \n\n 5.8 | \n\n 15.5 | \n
| \n AS OF 31 DECEMBER 2021 | \n\n (617.0) | \n\n - | \n\n (15.9) | \n\n (52.0) | \n\n (55.5) | \n\n (740.3) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 60.0 | \n\n - | \n\n 12.0 | \n\n 176.7 | \n\n 7.8 | \n\n 256.6 | \n
| \n As of 31\u00a0December | \n\n 51.0 | \n\n 0.0 | \n\n 10.7 | \n\n 165.4 | \n\n 9.7 | \n\n 236.7 | \n
| \n Of which internally developed | \n\n 0.3 | \n\n - | \n\n 7.3 | \n\n - | \n\n - | \n\n 7.6 | \n
2.5.5Intangible assets
Intangible assets with finite useful lives are initially recognized at cost, except for those acquired in a business combination, which are recognized at fair value.
Intangible assets presented in the consolidated statement of financial position comprise:
\u2022format rights acquired from a third party or through business combinations. They can be commercially exploited either through internal use, i.e., the production of television programs by a Group entity, or through external use, i.e., the sale or licensing to third parties;
\u2022audiovisual rights, or catalogues, referred to as the Group\u2019s library of finished programs, whether acquired or internally developed, for which the Group has legal right to distribute and to receive revenue from the distribution of the rights;
\u2022production contracts or client contracts, acquired through business combinations, to produce television programs, TV movies, or cinematic movies;
\u2022fictions in progress which are the costs incurred for fiction productions that are not yet finalized and not delivered to the client at the closing date, and for which i) the Group retains the intellectual property (IP) and ii) the Group expects significant further IP revenue;
\u2022rights for the movie adaptation of books;
\u2022intangible assets acquired in the normal activity of the Online sports betting &\u00a0gaming business such as domain names, websites, customer database;
\u2022Online sports betting &\u00a0gaming business software acquired from a third party or through business combinations or which are the costs incurred to develop it (refer to note 2.5.6 on page 211); and
\u2022other intangible assets such as other administrative software.
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortized on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortized on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
2.5.6Internally generated software
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognized if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalized during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalized. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognized as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
2.5.9Impairment of property, plant
and equipment, intangible assets (other than goodwill)
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.3 on page 210.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognized, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognized for the asset in prior years.
2.5.20 Production costs
Acquisition Cost of Clients
Internal costs relating to acquisition of clients are recognized as expenses.
Client databases are capitalized and recognized as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
2.5.5Intangible assets
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortized on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortized on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
2.5.7Property, plant and equipment
Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each financial year\u00a0end.
Lands and tangible assets in progress are not depreciated. When tangible assets in progress are ready for its intended use, they are transferred to the relevant category and depreciation starts. When property, plant and equipment include significant components with different useful lives, they are recorded and depreciated separately.
Depreciation is recognized on the following basis:
| \n \n | \n\n Method | \n\n Duration | \n
| \n Technical facilities and equipment | \n\n Straight-line | \n\n 3\u00a0to 20\u00a0years | \n
| \n Office furniture and equipment | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Constructions | \n\n Straight-line | \n\n 15\u00a0to 40\u00a0years | \n
| \n Other fixed assets | \n\n Straight-line | \n\n 3\u00a0to 10\u00a0years | \n
| \n Note 8 | \n\n Depreciation and amortization | \n
Depreciation and amortization expenses by category of assets are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Software and other intangible assets(1) | \n\n (63.5) | \n\n (51.6) | \n
| \n Property, plant and equipment, own property | \n\n (24.7) | \n\n (28.1) | \n
| \n Property, plant and equipment, right-of-use | \n\n (41.9) | \n\n (41.7) | \n
| \n Others | \n\n (1.4) | \n\n (0.6) | \n
| \n Depreciation and amortization | \n\n (131.5) | \n\n (121.9) | \n
| \n Amortization of intangible assets acquired in business combinations | \n\n (18.7) | \n\n (19.8) | \n
| \n Depreciation and amortization expenses | \n\n (150.1) | \n\n (141.7) | \n
| \n (1)Of which \u20ac8.0 million of amortization of fiction production recognized in 2022 (nil in 2021). | \n
2.5.5Intangible assets
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortized on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortized on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
2.5.7Property, plant and equipment
Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each financial year\u00a0end.
Lands and tangible assets in progress are not depreciated. When tangible assets in progress are ready for its intended use, they are transferred to the relevant category and depreciation starts. When property, plant and equipment include significant components with different useful lives, they are recorded and depreciated separately.
Depreciation is recognized on the following basis:
| \n \n | \n\n Method | \n\n Duration | \n
| \n Technical facilities and equipment | \n\n Straight-line | \n\n 3\u00a0to 20\u00a0years | \n
| \n Office furniture and equipment | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Constructions | \n\n Straight-line | \n\n 15\u00a0to 40\u00a0years | \n
| \n Other fixed assets | \n\n Straight-line | \n\n 3\u00a0to 10\u00a0years | \n
2.5.6Internally generated software
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognized if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalized during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalized. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognized as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
2.5.6Internally generated software
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognized if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalized during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalized. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognized as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
2.5.7Property, plant and equipment
Property, plant and equipment are recorded at their acquisition cost and then carried at historical cost less accumulated depreciation and impairment losses. Acquisition cost includes costs directly attributable to transporting an asset to its physical location and preparing it for its operational use, and the collection of property, plant and equipment, and the rehabilitation of the physical location resulting from the incurred obligation.
Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each financial year\u00a0end.
Lands and tangible assets in progress are not depreciated. When tangible assets in progress are ready for its intended use, they are transferred to the relevant category and depreciation starts. When property, plant and equipment include significant components with different useful lives, they are recorded and depreciated separately.
Depreciation is recognized on the following basis:
| \n \n | \n\n Method | \n\n Duration | \n
| \n Technical facilities and equipment | \n\n Straight-line | \n\n 3\u00a0to 20\u00a0years | \n
| \n Office furniture and equipment | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Constructions | \n\n Straight-line | \n\n 15\u00a0to 40\u00a0years | \n
| \n Other fixed assets | \n\n Straight-line | \n\n 3\u00a0to 10\u00a0years | \n
| \n Note 14 | \n\n Tangible assets | \n
Tangible assets are primarily constituted by buildings and lands, technical installations and furniture and other equipment.
| \n (in \u20ac million) | \n\n 2022 | \n||||
| \n Lands and buildings | \n\n Technical installations | \n\n Furniture, equipment, computer | \n\n Tangible assets in progress | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2022 | \n\n 85.4 | \n\n 67.4 | \n\n 106.0 | \n\n 5.4 | \n\n 264.3 | \n
| \n Investments | \n\n 5.2 | \n\n 7.2 | \n\n 10.1 | \n\n 0.9 | \n\n 23.3 | \n
| \n Divestitures | \n\n (0.6) | \n\n (0.7) | \n\n (3.8) | \n\n (0.0) | \n\n (5.3) | \n
| \n Changes in consolidation scope | \n\n (0.3) | \n\n 0.5 | \n\n 1.1 | \n\n 0.1 | \n\n 1.4 | \n
| \n Translation differences | \n\n 0.0 | \n\n 0.1 | \n\n (1.0) | \n\n 0.0 | \n\n (0.8) | \n
| \n Reclassifications and others | \n\n 1.4 | \n\n (1.1) | \n\n (1.4) | \n\n (1.3) | \n\n (2.5) | \n
| \n As of 31\u00a0December 2022 | \n\n 91.0 | \n\n 73.3 | \n\n 111.0 | \n\n 5.0 | \n\n 280.4 | \n
| \n Accumulated amortization | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January 2022 | \n\n (68.9) | \n\n (54.8) | \n\n (85.2) | \n\n - | \n\n (209.0) | \n
| \n Depreciation and amortization | \n\n (5.1) | \n\n (4.1) | \n\n (10.4) | \n\n - | \n\n (19.6) | \n
| \n Divestitures and impairment losses | \n\n 0.5 | \n\n 0.5 | \n\n 3.5 | \n\n - | \n\n 4.5 | \n
| \n Changes in consolidation scope | \n\n 0.4 | \n\n (0.3) | \n\n (0.6) | \n\n - | \n\n (0.5) | \n
| \n Translation differences | \n\n 0.1 | \n\n 0.0 | \n\n 1.0 | \n\n - | \n\n 1.1 | \n
| \n Reclassifications and others | \n\n (0.3) | \n\n 0.9 | \n\n 1.7 | \n\n - | \n\n 2.3 | \n
| \n As of 31\u00a0December 2022 | \n\n (73.4) | \n\n (57.8) | \n\n (90.0) | \n\n - | \n\n (221.2) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 16.5 | \n\n 12.6 | \n\n 20.8 | \n\n 5.4 | \n\n 55.3 | \n
| \n As of 31\u00a0December | \n\n 17.6 | \n\n 15.5 | \n\n 21.0 | \n\n 5.0 | \n\n 59.2 | \n
| \n (in \u20ac million) | \n\n 2021 | \n||||
| \n Lands and buildings | \n\n Technical installations | \n\n Furniture, equipment, computer | \n\n Tangible assets in progress | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2021 | \n\n 103.4 | \n\n 61.0 | \n\n 95.9 | \n\n 4.9 | \n\n 265.2 | \n
| \n Investments | \n\n 2.5 | \n\n 4.2 | \n\n 10.3 | \n\n 1.9 | \n\n 18.8 | \n
| \n Divestitures | \n\n (14.3) | \n\n (1.8) | \n\n (8.1) | \n\n (0.0) | \n\n (24.2) | \n
| \n Changes in consolidation scope | \n\n (0.6) | \n\n 0.1 | \n\n 0.1 | \n\n (0.1) | \n\n (0.4) | \n
| \n Translation differences | \n\n 2.6 | \n\n 1.3 | \n\n 2.8 | \n\n 0.0 | \n\n 6.8 | \n
| \n Reclassifications and others | \n\n (8.1) | \n\n 2.1 | \n\n 4.9 | \n\n (1.2) | \n\n (2.3) | \n
| \n As of 31\u00a0December 2021 | \n\n 85.4 | \n\n 67.0 | \n\n 106.0 | \n\n 5.4 | \n\n 263.9 | \n
| \n Accumulated amortization | \n\n - | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n
| \n As of 1\u00a0January 2021 | \n\n (82.4) | \n\n (47.9) | \n\n (75.2) | \n\n - | \n\n (205.5) | \n
| \n Depreciation and amortization | \n\n (5.0) | \n\n (5.0) | \n\n (8.9) | \n\n - | \n\n (18.9) | \n
| \n Divestitures and impairment losses | \n\n 12.9 | \n\n 1.1 | \n\n 5.2 | \n\n - | \n\n 19.1 | \n
| \n Changes in consolidation scope | \n\n 0.2 | \n\n (0.1) | \n\n (0.1) | \n\n - | \n\n 0.0 | \n
| \n Translation differences | \n\n (2.0) | \n\n (1.0) | \n\n (2.4) | \n\n - | \n\n (5.4) | \n
| \n Reclassifications and others | \n\n 7.4 | \n\n (1.7) | \n\n (3.7) | \n\n - | \n\n 2.0 | \n
| \n As of 31\u00a0December 2021 | \n\n (68.8) | \n\n (54.5) | \n\n (85.2) | \n\n - | \n\n (208.6) | \n
| \n Net carrying amount | \n\n \n | \n\n \n | \n\n \n | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 21.0 | \n\n 13.1 | \n\n 20.7 | \n\n 4.9 | \n\n 59.7 | \n
| \n As of 31\u00a0December | \n\n 16.6 | \n\n 12.5 | \n\n 20.8 | \n\n 5.4 | \n\n 55.3 | \n
2.5.7Property, plant and equipment
Property, plant and equipment are recorded at their acquisition cost and then carried at historical cost less accumulated depreciation and impairment losses. Acquisition cost includes costs directly attributable to transporting an asset to its physical location and preparing it for its operational use, and the collection of property, plant and equipment, and the rehabilitation of the physical location resulting from the incurred obligation.
Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each financial year\u00a0end.
Lands and tangible assets in progress are not depreciated. When tangible assets in progress are ready for its intended use, they are transferred to the relevant category and depreciation starts. When property, plant and equipment include significant components with different useful lives, they are recorded and depreciated separately.
Depreciation is recognized on the following basis:
| \n \n | \n\n Method | \n\n Duration | \n
| \n Technical facilities and equipment | \n\n Straight-line | \n\n 3\u00a0to 20\u00a0years | \n
| \n Office furniture and equipment | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Constructions | \n\n Straight-line | \n\n 15\u00a0to 40\u00a0years | \n
| \n Other fixed assets | \n\n Straight-line | \n\n 3\u00a0to 10\u00a0years | \n
2.5.8Lease
Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain Ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The interest used at the inception of the contract will be the same for the whole life of the lease term aside if there are modifications in contract terms such as a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12\u00a0months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.
Significant judgement in determining the lease term of contracts with renewal options
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised by the Group, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the option, under some of its real estate leases to lease the assets for additional terms of several years. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).
2.5.8Lease
Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain Ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The interest used at the inception of the contract will be the same for the whole life of the lease term aside if there are modifications in contract terms such as a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12\u00a0months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.
Significant judgement in determining the lease term of contracts with renewal options
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised by the Group, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the option, under some of its real estate leases to lease the assets for additional terms of several years. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).
| \n Note 15 | \n\n Leases | \n
15.1Right-of-use assets
The assets accounted under IFRS 16 as of 31 December 2022 and 2021 are mainly real estate assets, i.e., office buildings and studios.
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Gross amount | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January | \n\n 262.8 | \n\n 246.7 | \n
| \n Addition of assets | \n\n 42.5 | \n\n 27.1 | \n
| \n Divestitures | \n\n (1.2) | \n\n - | \n
| \n Changes in consolidation scope | \n\n 1.4 | \n\n 0.3 | \n
| \n Translation differences | \n\n 1.8 | \n\n 8.9 | \n
| \n Reclassifications and others(1) | \n\n (32.3) | \n\n (20.1) | \n
| \n As of 31\u00a0December | \n\n 275.0 | \n\n 262.8 | \n
| \n Accumulated amortization and impairment losses | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n (91.7) | \n\n (55.0) | \n
| \n Depreciation and amortization | \n\n (42.7) | \n\n (43.4) | \n
| \n Divestitures and impairment losses | \n\n 1.2 | \n\n - | \n
| \n Changes in consolidation scope | \n\n 0.0 | \n\n 0.1 | \n
| \n Translation differences | \n\n (0.2) | \n\n (2.3) | \n
| \n Reclassifications and others(1) | \n\n 19.3 | \n\n 8.9 | \n
| \n As of 31\u00a0December | \n\n (114.1) | \n\n (91.7) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 171.1 | \n\n 191.7 | \n
| \n As of 31\u00a0December | \n\n 160.8 | \n\n 171.1 | \n
| \n (1)The reclassification and others caption is mainly related to contracts\u2019 modifications. | \n
15.2Lease liabilities
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Lease liabilities as of 1\u00a0January | \n\n 183.4 | \n\n 203.3 | \n
| \n Increase in liabilities | \n\n 42.6 | \n\n 27.1 | \n
| \n Repayments | \n\n (41.9) | \n\n (40.5) | \n
| \n Changes in consolidation scope | \n\n 1.5 | \n\n 0.2 | \n
| \n Translation differences | \n\n 1.7 | \n\n 7.1 | \n
| \n Reclassification and others(1) | \n\n (15.5) | \n\n (13.9) | \n
| \n Lease liabilities as of 31\u00a0December | \n\n 171.7 | \n\n 183.4 | \n
| \n Of which long term lease liabilities | \n\n 131.2 | \n\n 143.2 | \n
| \n Of which short term lease liabilities | \n\n 40.4 | \n\n 40.2 | \n
| \n (1)The reclassification and others caption is mainly related to contracts\u2019 modifications. | \n
The lease liabilities are excluding low value and short-term leases. Total cash outflows for leases including interests amounted to \u20ac47.3\u00a0million and \u20ac44.1\u00a0million for the years ended 31\u00a0December 2022 and 2021, respectively.
The maturity profile of the Group\u2019s lease liabilities based on contractual undiscounted payments is as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Due in less than one year | \n\n 42.6 | \n\n 45.6 | \n
| \n Due between one to five years | \n\n 113.0 | \n\n 167.1 | \n
| \n Due in more than five years | \n\n 27.2 | \n\n 18.4 | \n
| \n Total lease liabilities | \n\n 182.7 | \n\n 231.1 | \n
15.3Low value leases and short-term leases
Rental expenses recognized in external purchases for the year ended 31 December 2022 and 2021 amounted to \u20ac82.9\u00a0million and \u20ac70.7\u00a0million, respectively. These expenses mostly concern short-term contracts related to studios, equipment and facilities leased as part of productions incurred by the Content production & distribution business that are qualified as low value assets and/or short-term leases.
2.5.10Production of audiovisual programs - work in progress
Inventories relating to work in progress are valued at production cost. They represent outstanding production of audiovisual programs, excluding fictions for which (i) the Group retains a part of the intellectual property (IP) and (ii) expects significant IP revenue, that are not finalized and not delivered to the client at closing date. In the case production losses are anticipated, a provision for losses on onerous contract is accounted for, after inventories have been written off.
2.5.10Production of audiovisual programs - work in progress
Inventories relating to work in progress are valued at production cost. They represent outstanding production of audiovisual programs, excluding fictions for which (i) the Group retains a part of the intellectual property (IP) and (ii) expects significant IP revenue, that are not finalized and not delivered to the client at closing date. In the case production losses are anticipated, a provision for losses on onerous contract is accounted for, after inventories have been written off.
17.1Production of audiovisual programs - Work in progress
Work in progress mainly correspond to costs incurred in the production of non-scripted programs (or scripted programs for which the Group does not expect subsequent Intellectual Property revenue in the future) that have not been delivered at reporting date, as the Group recognizes its production revenue upon delivery of the materials to the customer.
2.5.11Financial instruments and equity instruments
Financial instruments consist of:
\u2022financial assets, including other non-current assets, trade receivables, other current assets, and cash and cash equivalents;
\u2022financial liabilities, including securities issued that are not qualified as equity instruments, long and short-term borrowings and bank overdrafts, accounts and notes payable and other current and non-current liabilities;\u00a0and
\u2022derivative instruments.
Financial instruments (assets and liabilities) are recorded in the consolidated statement of financial position at the fair value on initial recognition, plus in the case of an asset that is not subsequently recognized at fair value through profit or loss, transaction costs directly attributable to the acquisition of that asset. They are subsequently measured at either fair value (result or other comprehensive income) or amortized costs, depending on their nature. Amortized cost corresponds to the initial carrying amount (net of transaction costs), plus interest calculated using the effective interest rate, less cash outflows (coupon interest payments and repayments of principal and redemption premiums where applicable). Accrued interest (income and expense) is not recorded based on the financial instrument\u2019s nominal interest rate but based on its effective interest rate. The fair value of a financial instrument is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm\u2019s length transaction.
Financial assets
The classification of a financial asset in each of these categories depends on the management model applied by the enterprise and the characteristics of its contractual cash flows. Transactions relating to financial assets are recorded at settlement date.
Debt instrument at amortized costs
These financial assets are initially recognized at their fair value to which is added directly attributable transaction costs and, then at amortized cost at each closing date, applying the effective interest rate method. This category of assets includes trade receivables and other debtors, loans and deposits, receivables attached to participating interests, cash and loans to associates or non-consolidated entities. In practice, trade receivables are measured to the amortized cost method, even though they may be subject to an assignment of receivables, for example, in the context of factoring.
Equity instrument at fair value through OCI
The Group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortized cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognized, the previously recognized impairment will be reversed. The reversal of an impairment loss is recognized as profit or loss, as long as the book value of the asset does not exceed its amortized cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Derecognition of financial assets
Financial assets and related impairment are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortized cost, the difference between the asset\u2019s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. A financial instrument is classified as an equity instrument only when (a) the instrument includes no contractual obligation (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the issuer; and (b) if the instrument will or may be settled in the issuer\u2019s own equity instruments, it is (i) a non-derivative that includes no contractual obligation for the issuer to deliver a variable number of its own equity instruments; or (ii) a derivative that will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
Repurchase of the Company\u2019s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
Financial liabilities
Financial liabilities are divided into two categories: financial liabilities at amortized cost and financial liabilities at fair value through profit or loss.
The financial liabilities of the Group mainly consist of liabilities valued at amortized cost. Among them are loans and similar debts including:
\u2022bonds and secured notes;
\u2022credit lines from banks and other production financings;
\u2022bank overdrafts;
\u2022borrowings;
\u2022other loans (such as vendor loans); and
\u2022trade payables.
The category of financial liabilities at fair value through profit or loss includes among other things earn out liabilities, put options over non-controlling interests and securities.
Interest-bearing debts and borrowings
All loans, and debts are recognized initially at the fair value of the consideration received, less costs directly attributable to the transaction. After initial recognition, interest-bearing liabilities and debts are measured at amortized cost using the effective interest rate method. Costs directly attributable to the issuance of debt are deducted from liabilities and are amortized over the life of the debt, as a component of the effective interest rate.
Financial liabilities at Fair Value Through Profit or Loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the \u201cOther finance income/(costs)\u201d line item (note\u00a010, page 234) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 263.
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group\u2019s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
Derivatives
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognized initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognized as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognized in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognized in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognized directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realized or settled within 12\u00a0months.
2.5.12Cash and cash equivalents
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
2.5.13Trade receivables
Trade Receivables on \u201cProviders\u201d
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
2.5.14Commitments to purchase non-controlling interests (put options)
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements convey an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests is reclassified to other current or non-current liabilities.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
2.5.11Financial instruments and equity instruments
Financial instruments consist of:
\u2022financial assets, including other non-current assets, trade receivables, other current assets, and cash and cash equivalents;
\u2022financial liabilities, including securities issued that are not qualified as equity instruments, long and short-term borrowings and bank overdrafts, accounts and notes payable and other current and non-current liabilities;\u00a0and
\u2022derivative instruments.
Financial instruments (assets and liabilities) are recorded in the consolidated statement of financial position at the fair value on initial recognition, plus in the case of an asset that is not subsequently recognized at fair value through profit or loss, transaction costs directly attributable to the acquisition of that asset. They are subsequently measured at either fair value (result or other comprehensive income) or amortized costs, depending on their nature. Amortized cost corresponds to the initial carrying amount (net of transaction costs), plus interest calculated using the effective interest rate, less cash outflows (coupon interest payments and repayments of principal and redemption premiums where applicable). Accrued interest (income and expense) is not recorded based on the financial instrument\u2019s nominal interest rate but based on its effective interest rate. The fair value of a financial instrument is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm\u2019s length transaction.
Financial assets
The classification of a financial asset in each of these categories depends on the management model applied by the enterprise and the characteristics of its contractual cash flows. Transactions relating to financial assets are recorded at settlement date.
Debt instrument at amortized costs
These financial assets are initially recognized at their fair value to which is added directly attributable transaction costs and, then at amortized cost at each closing date, applying the effective interest rate method. This category of assets includes trade receivables and other debtors, loans and deposits, receivables attached to participating interests, cash and loans to associates or non-consolidated entities. In practice, trade receivables are measured to the amortized cost method, even though they may be subject to an assignment of receivables, for example, in the context of factoring.
Equity instrument at fair value through OCI
The Group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortized cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognized, the previously recognized impairment will be reversed. The reversal of an impairment loss is recognized as profit or loss, as long as the book value of the asset does not exceed its amortized cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Derecognition of financial assets
Financial assets and related impairment are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortized cost, the difference between the asset\u2019s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. A financial instrument is classified as an equity instrument only when (a) the instrument includes no contractual obligation (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the issuer; and (b) if the instrument will or may be settled in the issuer\u2019s own equity instruments, it is (i) a non-derivative that includes no contractual obligation for the issuer to deliver a variable number of its own equity instruments; or (ii) a derivative that will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
Repurchase of the Company\u2019s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
Financial liabilities
Financial liabilities are divided into two categories: financial liabilities at amortized cost and financial liabilities at fair value through profit or loss.
The financial liabilities of the Group mainly consist of liabilities valued at amortized cost. Among them are loans and similar debts including:
\u2022bonds and secured notes;
\u2022credit lines from banks and other production financings;
\u2022bank overdrafts;
\u2022borrowings;
\u2022other loans (such as vendor loans); and
\u2022trade payables.
The category of financial liabilities at fair value through profit or loss includes among other things earn out liabilities, put options over non-controlling interests and securities.
Interest-bearing debts and borrowings
All loans, and debts are recognized initially at the fair value of the consideration received, less costs directly attributable to the transaction. After initial recognition, interest-bearing liabilities and debts are measured at amortized cost using the effective interest rate method. Costs directly attributable to the issuance of debt are deducted from liabilities and are amortized over the life of the debt, as a component of the effective interest rate.
Financial liabilities at Fair Value Through Profit or Loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the \u201cOther finance income/(costs)\u201d line item (note\u00a010, page 234) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 263.
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group\u2019s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
Derivatives
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognized initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognized as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognized in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognized in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognized directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realized or settled within 12\u00a0months.
2.5.12Cash and cash equivalents
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
2.5.13Trade receivables
Trade Receivables on \u201cProviders\u201d
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
2.5.14Commitments to purchase non-controlling interests (put options)
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements convey an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests is reclassified to other current or non-current liabilities.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
3.2Significant events that occurred in 2021
3.2.3Online sports betting &\u00a0gaming business
IV)New bank loan
On 13\u00a0December 2021, BEG was granted a \u20ac130\u00a0million loan with a maturity of six months, by a group of three banks (BNP Paribas, Natixis and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale).
| \n Note 10 | \n\n Financial result | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Interests costs on bank borrowings, bonds and vendor loans | \n\n (145.8) | \n\n (136.1) | \n
| \n Cost of gross financial debt | \n\n (145.8) | \n\n (136.1) | \n
| \n Interests income on cash and cash equivalents | \n\n 2.0 | \n\n 0.8 | \n
| \n Gains on assets contributing to net financial debt | \n\n 2.0 | \n\n 0.8 | \n
| \n Cost of net debt | \n\n (143.8) | \n\n (135.3) | \n
| \n Interests costs on current accounts liabilities | \n\n (0.2) | \n\n (0.8) | \n
| \n Interests income on current accounts receivables | \n\n 1.1 | \n\n 2.2 | \n
| \n Interests on lease liabilities | \n\n (4.5) | \n\n (4.8) | \n
| \n Change in fair value of financial instruments | \n\n (105.4) | \n\n 7.4 | \n
| \n Currency gains/(losses) | \n\n 2.1 | \n\n 2.6 | \n
| \n Other financial gains/(losses) | \n\n (6.1) | \n\n (4.6) | \n
| \n Net financial income/(expense) | \n\n (256.7) | \n\n (133.4) | \n
The significant increase in the net financial expense between periods is mostly linked to the change in fair value of financial instruments comprising the change in fair value of the put options in the minority interests in BGH following the revalorization of BGH\u2019s shares\u2019 value (refer to note 3.1.2 on page 222) as well as the reset of the derivative attached to the reimbursed Vivendi convertible bond for \u20ac21.4 million and the change in fair value of the securities for an amount of \u20ac6.6\u00a0million(refer to note\u00a021 on page 254).
17.2Trade receivables
The breakdown of trade and other receivables as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Trade receivables, gross | \n\n 496.4 | \n\n 452.3 | \n
| \n Trade receivables from providers, gross | \n\n 13.1 | \n\n 24.8 | \n
| \n Total trade receivables, gross | \n\n 509.5 | \n\n 477.1 | \n
| \n Depreciation | \n\n (13.0) | \n\n (13.6) | \n
| \n Trade receivables, net | \n\n 496.5 | \n\n 463.6 | \n
Trade receivables from providers (payment service providers) correspond to balances in transit with the payment partners of the Group and which are repatriated to bank accounts manually or automatically. These\u00a0receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on partners.
17.3Other non-current and current assets
The breakdown of other non-current and current assets as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Trade receivables, LT | \n\n 17.8 | \n\n 19.9 | \n
| \n Income tax receivables, LT | \n\n 5.2 | \n\n 0.0 | \n
| \n Receivables from disposals of assets, LT | \n\n - | \n\n 6.9 | \n
| \n Employment-related earn-out and option, LT(1) | \n\n 0.8 | \n\n 2.0 | \n
| \n Other, LT(2) | \n\n 12.1 | \n\n 0.7 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 29.6 | \n
| \n (1)Refer to note\u00a07.3 on page 232\u00a0for more details. (2)This item comprised mainly grants and other receivables. | \n
In 2022, other long-term items mainly comprised a receivable from bet-at-home.com Entertainment Ltd (in liquidation) for an amount of \u20ac9.1 million due to various different business transactions. Due to the fact that the company is in liquidation, the uncertainty of recoverability has been taken into account in its measurement. Accordingly, the expected payments on the receivables were discounted over this period.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Tax receivables, excluding income tax | \n\n 99.2 | \n\n 64.7 | \n
| \n Grants receivables(1) | \n\n 102.2 | \n\n 95.1 | \n
| \n Income tax receivables | \n\n 10.7 | \n\n 20.4 | \n
| \n Prepaid expenses | \n\n 26.1 | \n\n 20.5 | \n
| \n Receivables from disposals of assets | \n\n 2.0 | \n\n (0.0) | \n
| \n Employment-related earn-out and option, ST(2) | \n\n 2.2 | \n\n 5.8 | \n
| \n Other(3) | \n\n 45.8 | \n\n 57.7 | \n
| \n Other current assets | \n\n 288.3 | \n\n 264.2 | \n
| \n (1)Refer to note 6 for more details. (2)Refer to note\u00a07.3\u00a0on page 232 for more details. (3)This item comprised mainly repayable advances related to co-production activities. | \n
| \n Note 21 | \n\n Other securities | \n
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n
| \n Earn-Out Shares | \n\n 98.3 | \n
| \n Founder Shares | \n\n 16.5 | \n
| \n Public Warrants | \n\n 7.8 | \n
| \n Founder Warrants | \n\n 7.9 | \n
| \n Other securities | \n\n 130.5 | \n
In the context of the Group\u2019s reorganization (as explained in paragraph\u00a03.1.1 II i) on page 220), Financi\u00e8re Lov subscribed in cash to a share capital increase of FL\u00a0Entertainment for an amount of \u20ac250\u00a0million in exchange for Ordinary Shares, SVS and Earn-Out Shares (of which \u20ac114.4 million paid for Earn-Out Shares).
The Founder Shares, Founder Warrants and public Warrants (see below) were recognized as part of the Pegasus Merger (refer to notes\u00a03.1.1 II iii) and 3.1.1 II iv) on page 221 and page 222).
The characteristics of the Earn-Out Shares, Founder Shares, Founder Warrants and public Warrants (see below) were analyzed, and it has been determined that these securities should be classified as liability instruments according to IAS\u00a032. They are recognized at fair-value through P&L.
Those instruments are classified as Level 3 and have been measured using a multi-model analysis based on Monte-Carlo and Black-Scholes models, including public Warrants for which the lack of transactions in the public market does not provide a relevant pricing information.
Due to the low level of liquidity of FL\u00a0Entertainment\u2019s shares during the period, unobservable inputs include FL\u00a0Entertainment\u2019s ordinary share\u2019s price (based on a multiple analysis taking into account historical price prior and after quotation, analysts reviews and Pegasus transaction) and volatility (based on peers\u2019 index). The worst-case scenario would increase the liability for an amount of \u20ac16.9 million. The best-case scenario would decrease the liability for an amount of -\u20ac15.7million.
Subsequent re-measurement net income has been recognized in the financial result for an amount of \u20ac6.6\u00a0million.
Due to the conversion of 2,674,999\u00a0founder shares into 2,674,999\u00a0Ordinary Shares, part of the Founder Shares liability has been reclassified into equity for their value at the conversion date (\u20ac29.4\u00a0million) (refer to note\u00a018.1 on page 250).
Earn-Out Shares characteristics
Earn-Out Shares are divided into 3 categories:
\u202213.000.000 Earn-Out Shares A: each of these shares will be converted into 1 Ordinary Share and 1 SVS if the closing price of the Ordinary Shares equals or exceeds \u20ac13.00 per ordinary share for any 20 Trading Days within a 30 consecutive Trading Day period before expiration of a 5-year period following 1 July 2022;
\u20223.500.000 Earn-Out Shares B: each of these shares will be converted into 1 Ordinary Share and 1 SVS if the closing price of the Ordinary Shares equals or exceeds \u20ac15.00 per ordinary share for any 20 Trading Days within a 30 consecutive Trading Day period before expiration of a 5-year period following 1 July 2022;
\u20223.500.000 Earn-Out Shares C: each of these shares will be converted into 1 ordinary share and 1 SVS if the closing price of the ordinary shares equals or exceeds \u20ac17.00 per ordinary share for any 20 Trading Days within a 30 consecutive Trading Day period before expiration of a 5-year period following 1 July 2022.
Earn-Out Shares can only be entitled to profit in the limit of a negligible amount equal to 0,1% of the nominal value (\u20ac0,03) per share. All issued and outstanding Earn-Out Shares at a time may only be held by one person at any time and may also be transferred all together to one other person at a time. Each Earn-Out Share confers three votes in a General Meeting.
Financi\u00e8re Lov has committed not to exercise any voting right attached to Earn-Out Shares. Financi\u00e8re Lov has also committed not to sell the Earn-Out Shares for a three-year period from 1 July 2022.
Founder Shares characteristics
As a result of the transaction with Pegasus, Founder Shares were contributed to former Founder Shares\u2019 holders of Pegasus Entrepreneurs. Terms and conditions applicable to FL Entertainment\u2019s outstanding Founder Shares are similar to those issued by Pegasus.
The Founder Shares have a nominal value of \u20ac0.01 each. From any profits, as remaining after application of the provisions in the Articles of Association regarding reservation and the profit entitlement of Earn-Out Shares, an amount equal to 0.1% of the nominal value of each Founder Share shall be added to the dividend reserve for Founder Shares.
Subject to the satisfaction of the conditions set out below and subject to certain capital adjustment measures (as described in the Articles of Association), the 2,575,000\u00a0outstanding Founder Shares held by former Pegasus founders shall be converted:
\u2022up to 50% of the Founder Shares, held by each sponsor, in aggregate amounting to up to 1,287,500 Founder Shares will be exchanged on a one-for-one basis for Ordinary Shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1 July 2022, the closing price of the Ordinary Shares equals or exceeds \u20ac11.50 per Ordinary Share for any 20 Trading Days within a 30\u00a0consecutive-Trading Day period; and
\u2022up to 50% of the Founder Shares, held by each sponsor, in aggregate amounting to up to 1,287,500 Founder Shares will be exchanged on a one-for-one basis for Ordinary Shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1 July 2022, the closing price of the Ordinary Shares equals or exceeds \u20ac13.00 per Ordinary Share for any 20 trading days within a 30\u00a0consecutive-trading day period.
Existing shareholder agreement provides that any voting right attached to Founder Shares will not be exercised. Founder Shares can only be entitled to profit in the limit of the negligible amount equal to 0,1% of the nominal value (\u20ac0,01) per share.
Public Warrants characteristics
Each public Warrant shall entitle an eligible holder to purchase from the Company one ordinary share at the price of \u20ac11,50 per ordinary share. Public Warrants may be exercised within a 5 year period from 1 July 2022.
As Warrants, the Public Warrants does not entitle to any right as shareholder such as dividends or voting rights.
Terms & conditions of the public Warrants set several unusual provisions that may affect the market value of the public Warrants:
\u2022each public Warrant may be redeemed by FL\u00a0Entertainment if the price of the ordinary share exceeds \u20ac18,00 during more than almost consecutive twenty trading days period. Redemption price would in this case equal \u20ac0,01;
\u2022each public Warrant may be redeemed by FL\u00a0Entertainment if the price of the ordinary share is comprised between 10,00 and \u20ac18,00 at a price of \u20ac0.01 per Warrant upon not less than 30 days' prior written notice of redemption (a Redemption Notice). In this case, the Warrant holder could exercise its Warrants on a cashless basis and receive a number of ordinary share per Warrant set according to a table based on the redemption date and the fair market value of Ordinary Shares.
As of 31 December 2022, 8,666,666 Public Warrants were outstanding.
Founder Warrants characteristics
Founder Warrants have been issued by FL Entertainment at 1 July 2022 and distributed to Pegasus Founder.
Founder Warrants have substantially the same terms as the public Warrants and entitle their holder to purchase from FL Entertainment one ordinary share at the price of \u20ac11,50 per ordinary share within a 5-year period from 1 July 2022. Additionally, the Founder Warrants will be exercisable on a cashless basis according to a table based on the redemption date and the fair market value of Ordinary Shares and be non-redeemable, so long as they are held by the Pegasus\u2019 founders and sponsors. If the Founder Warrants are held by someone other than Pegasus\u2019 founders and sponsors, the Founder Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public Warrants. The proceeds of a redemption of Warrants, the proceeds of the repurchase of Warrants or a full or partial cash or cashless settlement of Warrants may be subject to Dutch dividend withholding tax at a rate of 15%.
Founder Warrants does not entitle to any right as shareholder such as dividends or voting rights.
As of 31 December 2022, FL Entertainment issued 5,250,000 Founder Warrants.
| \n Note 23 | \n\n Financial assets and liabilities | \n
23.1Current and non-current financial assets
Financial assets comprise financial interests in non-consolidated companies, loans, restricted cash accounts and current accounts with third parties.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Financial interests in non-consolidated companies | \n\n 40.6 | \n\n 11.9 | \n
| \n Non-current loans, guarantee instruments and other financial assets | \n\n 16.2 | \n\n 17.9 | \n
| \n Non-current restricted cash and cash equivalents | \n\n 36.6 | \n\n 28.5 | \n
| \n Non-current derivative financial assets | \n\n 68.3 | \n\n 24.8 | \n
| \n Non-current financial assets | \n\n 161.7 | \n\n 83.0 | \n
| \n Current part of loans, guarantee instruments and other financial assets | \n\n 15.3 | \n\n 10.7 | \n
| \n Current restricted cash and cash equivalents | \n\n 0.5 | \n\n - | \n
| \n Current accounts | \n\n 2.7 | \n\n 63.1 | \n
| \n Current derivative financial assets | \n\n 6.2 | \n\n 1.4 | \n
| \n Current financial assets | \n\n 24.7 | \n\n 75.2 | \n
| \n Total financial assets | \n\n 186.4 | \n\n 158.2 | \n
The change in financial interests in non-consolidated companies is mainly due to Beyond International acquisition.
At the end of December 2022, Banijay acquired 100% of the issued share capital of Beyond International in Australia for \u20ac30\u00a0million. Beyond is an international producer and distributor, with a portfolio of around 8,000\u00a0hours of scripted and non-scripted in-house and 3rd-party-acquired content overseen by Beyond Rights. Its track record lies mainly in the English-language with notable titles it distributes. As a late acquisition, Beyond\u2019s shares have been classified in financial interests in non-consolidated companies. The opening balance sheet statement will be done from 2023 onwards.
Preliminary unaudited financial statements: balance sheet and P&L of\u00a0Beyond International as of 31\u00a0December 2022 (not included in the consolidated statements)
Balance sheet
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Non-current assets | \n\n 11.0 | \n
| \n Current assets | \n\n 44.0 | \n
| \n Assets | \n\n 55.0 | \n
| \n Equity | \n\n 14.0 | \n
| \n Non-current liabilities | \n\n 4.0 | \n
| \n Current liabilities | \n\n 37.0 | \n
| \n Equity and liabilities | \n\n 55.0 | \n
P&L
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Total revenue | \n\n 65.0 | \n
| \n Operating profit | \n\n 1.0 | \n
| \n Profit before tax | \n\n 1.0 | \n
| \n Net profit | \n\n - | \n
| \n Share of group | \n\n - | \n
| \n Minority interest | \n\n - | \n
Non-current restricted cash is related to the Online sports betting & gaming business\u2019 obligations and includes:
\u2022cash in trusts in accordance with the French Online Gambling Regulatory Authority\u2019s requirements (\u20ac31.2\u00a0million and \u20ac22.4\u00a0million as of 31\u00a0December 2022\u00a0and 31\u00a0December 2021, respectively); and
\u2022blocked funds and guarantees related to other countries regulatory authorities\u2019 requirements, notably in Germany and Portugal, for an amount of \u20ac5.5\u00a0million and \u20ac6.0\u00a0million as of 31\u00a0December 2022\u00a0and 31\u00a0December 2021, respectively.
Current restricted cash comprised the amount of cash allocated to a liquidity agreement with a liquidity provider. Under this agreement, the liquidity provider is responsible for providing liquidity in the market for FL\u00a0Entertainment\u2019s shares, acting independently in compliance with Regulation (EU) No\u00a0596/2014 of the European Parliament and of the Council of 16\u00a0April 2014 on market abuse (the \u201cMAR\u201d) and all regulations promulgated thereunder, including but not limited to the EU Commission Delegated Regulation (EU) 2016/1052 of 8\u00a0March 2016 and the EU Commission Delegated Regulation (EU) 2016/908 of 26\u00a0February 2016, each supplementing the MAR, as well as the points of convergence established by the ESMA in relation to MAR accepted market practices on liquidity contracts, providing guidance to competent authorities on such AMP (the \u201cESMA Opinion\u201d). The parties shall ensure to comply with all applicable laws, rules and regulations in the Netherlands. When performing or effecting transactions or trade orders in the shares in the execution of this contract, the liquidity provider shall always act without interfering with orderly market operation or misleading other parties. The liquidity account has been credited with the sum of \u20ac500\u00a0thousand.
Derivatives comprise foreign exchange and interest rate hedging, which are measured at fair value. In 2021, it also included the derivative attached to the convertible bonds (refer to note\u00a023.5 on page 262).
In 2021, current accounts comprised the current accounts receivable from Financi\u00e8re Lov that have been offset by the current accounts payable to Financi\u00e8re Lov following the merger of Mangas Lov into Lov Banijay and by the dividend distributed to Financi\u00e8re Lov (refer to note\u00a018.4 on page 251) during 2022.
23.2Cash and cash equivalents
Cash and cash equivalents are presented net of bank overdrafts in the consolidated cash-flow statement.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Marketable securities | \n\n 25.2 | \n\n - | \n
| \n Cash | \n\n 454.2 | \n\n 434.1 | \n
| \n Cash and cash equivalents \u2013\u00a0Assets | \n\n 479.4 | \n\n 434.1 | \n
| \n Bank overdrafts | \n\n - | \n\n (1.7) | \n
| \n Net cash and cash equivalents | \n\n 479.4 | \n\n 432.1 | \n
23.3Current and non-current financial liabilities
| \n (in \u20ac million) | \n\n Non-current | \n\n Current | \n\n 31\u00a0December 2022 | \n
| \n Bonds | \n\n 1,330.8 | \n\n - | \n\n 1,330.8 | \n
| \n Bank borrowings | \n\n 959.5 | \n\n 180.6 | \n\n 1,140.1 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n - | \n\n 29.6 | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n 138.4 | \n\n 138.4 | \n
| \n Current accounts | \n\n - | \n\n 0.8 | \n\n 0.8 | \n
| \n Accrued interests on current accounts | \n\n - | \n\n 0.0 | \n\n 0.0 | \n
| \n Bank overdrafts | \n\n - | \n\n - | \n\n - | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n - | \n\n - | \n\n - | \n
| \n Total financial liabilities | \n\n 2,290.3 | \n\n 349.4 | \n\n 2,639.6 | \n
| \n (in \u20ac million) | \n\n Non-current | \n\n Current | \n\n 31\u00a0December 2021 | \n
| \n Bonds(1) | \n\n 1,461.5 | \n\n - | \n\n 1,461.5 | \n
| \n Bank borrowings(1) | \n\n 991.8 | \n\n 240.7 | \n\n 1,232.5 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n - | \n\n 32.7 | \n\n 32.7 | \n
| \n Current accounts | \n\n - | \n\n 29.1 | \n\n 29.1 | \n
| \n Accrued interests on current accounts | \n\n - | \n\n 0.4 | \n\n 0.4 | \n
| \n Bank overdrafts | \n\n - | \n\n 1.7 | \n\n 1.7 | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 4.5 | \n\n 1.6 | \n\n 6.1 | \n
| \n Total financial liabilities | \n\n 2,457.8 | \n\n 306.2 | \n\n 2,764.0 | \n
| \n (1)Term loans were reclassified as of 31/12/2021\u00a0from bonds to bank borrowings due to their nature for a total amount of \u20ac380.3\u00a0million. | \n
The variation of the financial liabilities breaks down as follows:
| \n (in \u20ac million) | \n\n 1\u00a0January 2022 | \n\n Cash-flows | \n\n Non cash-flows | \n\n 31\u00a0December 2022 | \n|||
| \n Increase | \n\n Repay-ments | \n\n Other cash items | \n\n Others non cash items | \n\n Foreign exchange | \n|||
| \n Bonds | \n\n 1,461.5 | \n\n - | \n\n (170.5) | \n\n - | \n\n 19.0 | \n\n 20.8 | \n\n 1,330.8 | \n
| \n Bank borrowings | \n\n 1,232.5 | \n\n 20.7 | \n\n (186.1) | \n\n 0.6 | \n\n 50.5 | \n\n 22.0 | \n\n 1,140.1 | \n
| \n Accrued interests | \n\n 32.7 | \n\n - | \n\n - | \n\n - | \n\n (3.8) | \n\n 0.6 | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 138.4 | \n\n - | \n\n 138.4 | \n
| \n Current accounts | \n\n 29.1 | \n\n - | \n\n - | \n\n - | \n\n (28.4) | \n\n 0.2 | \n\n 0.8 | \n
| \n Accrued interests | \n\n 0.4 | \n\n - | \n\n - | \n\n - | \n\n (0.4) | \n\n - | \n\n 0.0 | \n
| \n Bank overdrafts | \n\n 1.7 | \n\n - | \n\n - | \n\n - | \n\n (1.6) | \n\n (0.1) | \n\n - | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 6.1 | \n\n - | \n\n - | \n\n - | \n\n (5.8) | \n\n (0.3) | \n\n - | \n
| \n Total financial liabilities | \n\n 2,764.0 | \n\n 20.7 | \n\n (356.6)(1) | \n\n 0.6 | \n\n 167.8 | \n\n 43.2 | \n\n 2,639.6 | \n
| \n (1)The line \u201cRepayment of borrowings and other financial liabilities\u201d in the cash-flow statement also included the lease repayments for an amount of -\u20ac42.4\u00a0million (refer to note 15.2 on page 245). | \n
| \n (in \u20ac million) | \n\n 1\u00a0January 2021 | \n\n Cash-flows | \n\n Non cash-flows | \n\n 31\u00a0December 2021 | \n|||
| \n Increase | \n\n Repay-ments | \n\n Other cash items | \n\n Others non cash items | \n\n Foreign exchange | \n|||
| \n Bonds(2) | \n\n 1,483.2 | \n\n - | \n\n (58.6) | \n\n - | \n\n 6.1 | \n\n 30.9 | \n\n 1,461.5 | \n
| \n Bank borrowings(2) | \n\n 1,046.2 | \n\n 158.1 | \n\n (35.9) | \n\n 22.4 | \n\n 10.2 | \n\n 31.4 | \n\n 1,232.5 | \n
| \n Accrued interests | \n\n 33.4 | \n\n - | \n\n - | \n\n - | \n\n (0.6) | \n\n - | \n\n 32.7 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current accounts | \n\n 27.4 | \n\n 1.7 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 29.1 | \n
| \n Accrued interests | \n\n 0.4 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 0.4 | \n
| \n Bank overdrafts | \n\n 10.5 | \n\n - | \n\n - | \n\n (8.9) | \n\n - | \n\n - | \n\n 1.7 | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 20.5 | \n\n - | \n\n - | \n\n - | \n\n (15.1) | \n\n 0.9 | \n\n 6.1 | \n
| \n Total financial liabilities | \n\n 2,621.6 | \n\n 159.8 | \n\n (94.4)(1) | \n\n 13.5 | \n\n 0.5 | \n\n 63.2 | \n\n 2,764.0 | \n
| \n (1)The line \u201cRepayment of borrowings and other financial liabilities\u201d in the cash-flow statement also included the lease repayments for an amount of -\u20ac40.5\u00a0million (refer to note\u00a015.2 on page 245). (2)Term loans were reclassified as of 31/12/2021\u00a0from bonds to bank borrowings due to their nature for a total amount of \u20ac380.3\u00a0million. | \n
Characteristics of bonds and term loans
| \n (in \u20ac million) Issuer: Banijay Group\u00a0SAS | \n\n Residual nominal amount | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n \u2022\u20ac575\u00a0million senior secured notes issued in 2020\u00a0and due in 2025, which priced | \n\n 575.0 | \n\n 575.0 | \n
| \n \u2022\u20ac400\u00a0million senior notes issued in 2020\u00a0and due in 2026, which priced at par | \n\n 400.0 | \n\n 400.0 | \n
| \n \u2022$403\u00a0million senior secured notes issued in 2020\u00a0and due in 2025, which priced | \n\n 377.8 | \n\n 356.4 | \n
| \n \u2022\u20ac453\u00a0million term loan B facility issued in 2020\u00a0and due in 2025, which bears interest | \n\n 453.0 | \n\n 453.0 | \n
| \n \u2022$460\u00a0million term loan B facility issued in 2020\u00a0and due in 2025, which bears interest | \n\n 417.2 | \n\n 401.7 | \n
| \n \n | \n\n 2,223.0 | \n\n 2,186.1 | \n
| \n (in \u20ac million) Issuer: Betclic Everest Group\u00a0SAS | \n\n Residual nominal amount | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n \u2022\u20ac165\u00a0million senior loan issued on 23\u00a0June 2020\u00a0and due in June\u00a02025, which bears interest at a rate of EURIBOR 3\u00a0months plus a fixed rate of 3% per annum. This loan was underwritten with a group of banks (Natixis, BNP Paribas and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale); | \n\n 106.0 | \n\n 141.0 | \n
| \n \u2022\u20ac130\u00a0million bridge loan issued on 13\u00a0December 2021\u00a0and due in June\u00a02022, which bears an interest at a variable EURIBOR 3\u00a0months rate plus a fixed margin of 3% plus an additional progressive margin of 0.5% per quarter. This loan was underwritten with a group of banks (Natixis, BNP Paribas and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale). This loan has been repaid on 5\u00a0July 2022. | \n\n - | \n\n 130.0 | \n
| \n \n | \n\n 106.0 | \n\n 271.0 | \n
| \n (in \u20ac million) Issuer: Lov Banijay | \n\n Residual nominal amount | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n \u2022\u20ac90\u00a0million bond redeemable issued on 23\u00a0February 2016\u00a0into either shares or cash (ORAN2) subscribed by Vivendi. Upon maturity of ORAN2, Lov Banijay would have the option of either redeeming the bond in cash or converting it into a number of shares that would give Vivendi a 25% interest in Lov Banijay. Both bonds have a 7-year maturity period(1). The bond was redeemed on 1\u00a0July in the context of the Group\u2019s reorganization (refer to note 3.1.1 II) on page 220); | \n\n - | \n\n 104.5 | \n
| \n \u2022\u20ac50\u00a0million bond redeemable in cash subscribed by Vivendi on 14\u00a0October 2016, maturing on 23\u00a0February 2023. The bond was redeemed on 1\u00a0July in the context of the Group\u2019s reorganization (refer to note 3.1.1 II) on page 220). | \n\n - | \n\n 58.2 | \n
| \n \n | \n\n - | \n\n 162.7 | \n
| \n (1)The convertible option is accounted for as a derivative (refer to note 23.1 on page 259). | \n
As of 31\u00a0December, 2022, the Group\u2019s financial indebtedness also consists in the following items:
\u2022local production financing carried by some Banijay\u2019s subsidiaries (including recourse factoring and production credit lines);
\u2022state-guaranteed loans;
\u2022accrued interests;
\u2022bank overdraft;
\u2022lease liabilities; and
\u2022vendor loans, including a vendor loan amounting to \u20ac99.5\u00a0million granted by De Agostini to Lov Banijay (now assumed by FL\u00a0Entertainment after the merger) due in November\u00a02023\u00a0(with a possibility for FL\u00a0Entertainment to extend after this date) and bearing 3.5% interest per year, and a vendor loan amounting to \u20ac36.5\u00a0million granted by SBM International to FL\u00a0Entertainment, bearing 3.5% interest per year, due no later than 30\u00a0November 2023\u00a0(with a possibility for FL\u00a0Entertainment to extend after this date).
Maturity of current and non-current debt (principal and interest)
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2022 | \n|
| \n Bonds | \n\n 66.4 | \n\n 1,478.5 | \n\n - | \n\n 1,544.9 | \n
| \n Bank borrowings | \n\n 226.1 | \n\n 1,126.6 | \n\n - | \n\n 1,352.7 | \n
| \n Vendor loans | \n\n 142.8 | \n\n - | \n\n - | \n\n 142.8 | \n
| \n Total debt maturity (principal and interests) | \n\n 435.4 | \n\n 2,605.1 | \n\n - | \n\n 3,040.4 | \n
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2021 | \n|
| \n Bonds(1) | \n\n 90.9 | \n\n 2,136.3 | \n\n - | \n\n 2,227.2 | \n
| \n Bank borrowings | \n\n 265.7 | \n\n 648.9 | \n\n - | \n\n 914.6 | \n
| \n Total debt maturity (principal and interests) | \n\n 356.7 | \n\n 2,785.2 | \n\n - | \n\n 3,141.9 | \n
| \n (1)These figures reflect the expected cash outflows as if ORAN2\u00a0would have been redeemed in cash. | \n
23.4Net financial debt
Net financial debt is determined as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Bonds(1) | \n\n 1,330.8 | \n\n 1,461.5 | \n
| \n Bank borrowings(1) | \n\n 1,140.1 | \n\n 1,232.5 | \n
| \n Bank overdrafts | \n\n - | \n\n 1.7 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n 29.6 | \n\n 32.7 | \n
| \n Vendor loans | \n\n 138.4 | \n\n - | \n
| \n Total bank indebtedness | \n\n 2,638.9 | \n\n 2,728.4 | \n
| \n Cash and cash equivalents | \n\n (479.4) | \n\n (434.1) | \n
| \n Trade receivables on providers | \n\n (13.1) | \n\n (24.8) | \n
| \n Players' liabilities | \n\n 50.6 | \n\n 41.7 | \n
| \n Cash in trusts and restricted cash | \n\n (31.6) | \n\n (22.4) | \n
| \n Net cash and cash equivalents | \n\n (473.5) | \n\n (439.5) | \n
| \n Net debt before derivatives effects | \n\n 2,165.3 | \n\n 2,288.8 | \n
| \n Derivatives \u2013\u00a0liabilities | \n\n - | \n\n 6.1 | \n
| \n Derivatives \u2013\u00a0assets | \n\n (74.5) | \n\n (26.2) | \n
| \n Net debt | \n\n 2,090.8 | \n\n 2,268.8 | \n
| \n (1)Term loans were reclassified as of 31/12/2021\u00a0from bonds to bank borrowings due to their nature for a total amount of \u20ac380.3\u00a0million. | \n
23.5Derivatives
The Group\u2019s cash flow hedges\u2019 main goal is to neutralize foreign exchange risk on future cash flows (notional, coupons) or switch floating-rate debt to fixed-rate debt.
The ineffective portion of cash flow hedges recognized in net income is not significant during the periods presented. The main hedges unmatured as of 31\u00a0December 2022 and 2021, as well as their effects on the financial statements, are detailed in the table below.
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n|
| \n Exchange risk | \n\n 11.2 | \n\n 5.0 | \n\n 6.2 | \n\n - | \n\n - | \n\n - | \n
| \n Interest rate risk | \n\n 63.3 | \n\n 63.3 | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Hedging instruments | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n - | \n\n - | \n\n - | \n
| \n Embedded derivatives | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total derivatives | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n - | \n\n - | \n\n - | \n
| \n As of 31\u00a0December 2021 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current(1) | \n\n Current | \n|
| \n Exchange risk | \n\n 2.9 | \n\n 1.5 | \n\n 1.4 | \n\n 1.6 | \n\n - | \n\n 1.6 | \n
| \n Interest rate risk | \n\n 1.9 | \n\n 1.9 | \n\n - | \n\n 4.5 | \n\n 4.5 | \n\n 0.0 | \n
| \n Hedging instruments | \n\n 4.8 | \n\n 3.4 | \n\n 1.4 | \n\n 6.1 | \n\n 4.5 | \n\n 1.6 | \n
| \n Embedded derivatives | \n\n 21.4 | \n\n 21.4 | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total derivatives | \n\n 26.2 | \n\n 24.8 | \n\n 1.4 | \n\n 6.1 | \n\n 4.5 | \n\n 1.6 | \n
| \n (1)Maturity comprised between 1\u00a0and 5\u00a0years. | \n
| \n Note 24 | \n\n Financial instruments | \n
The carrying value of financial instruments per category is determined as follows:
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n||
| \n Fair value through OCI | \n\n Amortized cost | \n\n Fair value through P&L | \n|||
| \n Non-current financial assets | \n\n 161.7 | \n\n - | \n\n 108.9 | \n\n 47.4 | \n\n 5.5 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 6.0 | \n\n - | \n\n 29.9 | \n\n - | \n
| \n Trade receivables | \n\n 496.5 | \n\n - | \n\n - | \n\n 496.5 | \n\n - | \n
| \n Other current assets | \n\n 288.3 | \n\n 245.9 | \n\n - | \n\n 42.4 | \n\n - | \n
| \n Current financial assets | \n\n 24.7 | \n\n - | \n\n 6.2 | \n\n 18.5 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n - | \n\n - | \n\n - | \n\n 479.4 | \n
| \n Assets | \n\n 1,486.5 | \n\n 251.9 | \n\n 115.1 | \n\n 634.7 | \n\n 484.9 | \n
| \n Other securities | \n\n 130.5 | \n\n - | \n\n - | \n\n - | \n\n 130.5 | \n
| \n Long-term borrowings and other financial liabilities | \n\n 2,290.3 | \n\n - | \n\n - | \n\n 2,290.3 | \n\n - | \n
| \n Other non-current liabilities | \n\n 441.3 | \n\n 213.6 | \n\n - | \n\n 32.4 | \n\n 195.3 | \n
| \n Liability instruments | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Short-term borrowings and bank overdrafts | \n\n 349.4 | \n\n - | \n\n - | \n\n 349.4 | \n\n - | \n
| \n Trade payables | \n\n 663.5 | \n\n - | \n\n - | \n\n 663.5 | \n\n - | \n
| \n Customer contract liabilities | \n\n 693.3 | \n\n 639.0 | \n\n - | \n\n 50.6 | \n\n 3.7 | \n
| \n Other current liabilities | \n\n 426.6 | \n\n 312.2 | \n\n - | \n\n 31.0 | \n\n 83.4 | \n
| \n Liabilities | \n\n 4,994.8 | \n\n 1,164.8 | \n\n - | \n\n 3,417.1 | \n\n 412.8 | \n
| \n As of 31\u00a0December 2021 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n||
| \n Fair value through OCI | \n\n Amortized cost | \n\n Fair value through P&L | \n|||
| \n Non-current financial assets | \n\n 83.0 | \n\n - | \n\n 15.3 | \n\n 40.3 | \n\n 27.4 | \n
| \n Other non-current assets | \n\n 29.6 | \n\n 2.0 | \n\n - | \n\n 27.5 | \n\n - | \n
| \n Trade receivables | \n\n 463.6 | \n\n - | \n\n - | \n\n 463.6 | \n\n - | \n
| \n Other current assets | \n\n 264.2 | \n\n 211.3 | \n\n - | \n\n 53.0 | \n\n - | \n
| \n Current financial assets | \n\n 75.2 | \n\n - | \n\n 1.4 | \n\n 73.8 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 434.1 | \n\n - | \n\n - | \n\n - | \n\n 434.1 | \n
| \n Assets | \n\n 1,349.6 | \n\n 213.3 | \n\n 16.7 | \n\n 658.1 | \n\n 461.5 | \n
| \n Long-term borrowings and other financial liabilities | \n\n 2,457.8 | \n\n - | \n\n 4.5 | \n\n 2,453.3 | \n\n - | \n
| \n Other non-current liabilities | \n\n 291.7 | \n\n 109.0 | \n\n - | \n\n 31.3 | \n\n 151.4 | \n
| \n Short-term borrowings and bank overdrafts | \n\n 306.2 | \n\n - | \n\n 1.6 | \n\n 303.0 | \n\n 1.7 | \n
| \n Trade payables | \n\n 580.8 | \n\n - | \n\n - | \n\n 580.8 | \n\n - | \n
| \n Customer contract liabilities | \n\n 707.2 | \n\n 662.8 | \n\n - | \n\n 41.7 | \n\n 2.7 | \n
| \n Other current liabilities | \n\n 456.8 | \n\n 342.4 | \n\n - | \n\n 36.4 | \n\n 78.0 | \n
| \n Liabilities | \n\n 4,800.5 | \n\n 1,114.1 | \n\n 6.1 | \n\n 3,446.5 | \n\n 233.8 | \n
Fair value hierarchy
IFRS\u00a013\u00a0Fair Value Measurement, establishes a fair value hierarchy consisting of three levels:
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access;
\u2022Level 2: directly observable market inputs other than Level 1\u00a0inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations). This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group\u2019s financial instruments, with the exception of marketable securities for which the market price is used.
| \n (in \u20ac million) | \n\n Fair value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 114.3 | \n\n 5.5 | \n\n 68.3 | \n\n 40.6 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 6.2 | \n\n - | \n\n 6.2 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n 479.4 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (130.5) | \n\n - | \n\n - | \n\n (130.5) | \n
| \n Long-term borrowings and other financial liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Other non-current liabilities | \n\n (195.3) | \n\n - | \n\n - | \n\n (195.3) | \n
| \n Short-term borrowings and bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.7) | \n\n - | \n\n - | \n\n (3.7) | \n
| \n Other current liabilities | \n\n (83.4) | \n\n - | \n\n - | \n\n (83.4) | \n
| \n Balances as of 31\u00a0December 2022 | \n\n 187.1 | \n\n 484.9 | \n\n 74.5 | \n\n (372.3) | \n
| \n (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 42.7 | \n\n 6.0 | \n\n 24.8 | \n\n 11.9 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 1.4 | \n\n - | \n\n 1.4 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 434.1 | \n\n 434.1 | \n\n - | \n\n - | \n
| \n Long-term borrowings and other financial liabilities | \n\n (4.5) | \n\n - | \n\n (4.5) | \n\n - | \n
| \n Other non-current liabilities | \n\n (151.4) | \n\n - | \n\n - | \n\n (151.4) | \n
| \n Short-term borrowings and bank overdrafts | \n\n (3.3) | \n\n (1.7) | \n\n (1.6) | \n\n - | \n
| \n Customer contract liabilities | \n\n (2.7) | \n\n - | \n\n - | \n\n (2.7) | \n
| \n Other current liabilities | \n\n (78.0) | \n\n - | \n\n - | \n\n (78.0) | \n
| \n Balances as of 31\u00a0December 2021 | \n\n 238.3 | \n\n 438.4 | \n\n 20.0 | \n\n (220.2) | \n
Other securities comprised public Warrants, Earn-Out Shares, Founder Shares and Founder Warrants that are classified as Level 3. Derivatives are classified as Level\u00a02\u00a0instruments and Level 3\u00a0instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
25.1Credit risk
Credit risk arises if a party to a transaction is unable or unwilling to fulfill its obligations, resulting in a financial loss to the Group.
For all business, credit risk arises if a party to a transaction is unable or refuses to fulfill its obligations, resulting in a financial loss to the Group.
The Group deals only with reputable and creditworthy third parties. Receivables are monitored on a regular basis, so that the Group\u2019s exposure to bad debts is not significant.
Credit risk arising from cash at bank is considered to be minimal. Majority of the cash at bank is held with high credit quality financial institutions with a credit rating of A or higher.
25.2Interest rate risk
Group\u2019s interest rate risk management\u2019s objective is to reduce its net exposure to rising interest rates.
To this end, the business that have recourse to financing with variable interest rate debt use financial instruments that enable them to protect themselves against significant fluctuations in interest rates (mainly through the implementation of interest rate swaps and caps).
In the Content production &\u00a0distribution business, the Group\u2019s exposure to the risk of interest rate fluctuations is mainly linked to:
\u2022the $460\u00a0million senior term loan B agreement, which depends on the short-term interest rate of LIBOR. On this specific loan, Banijay has taken out an interest rate hedge by means of an interest rate swap exchanging the variable rate for a fixed rate of 1.4% (maturity date: 1\u00a0March 2025); and
\u2022the \u20ac453\u00a0million term loan B agreement, which depends on the short-term interest rate of EURIBOR. On this specific loan, Banijay has taken out an interest rate hedge by means of an interest rate capping the variable rate to 0.0% (maturity date: 3\u00a0March 2025).
Regarding the Online sports betting &\u00a0gaming business, the \u20ac165\u00a0million senior loan issued on 23\u00a0June 2020\u00a0depends on EURIBOR 3\u00a0months rate. On this specific loan, Betclic Everest Group has taken out an interest rate hedge by means of an interest swap exchanging the variable rate for a fixed rate of 0.071% (maturity date: 23\u00a0June 2025).
25.3Currency risk
Currency risk management is handled independently by each subsidiary.
Regarding the Content production &\u00a0distribution business, the Group operates in several countries and may be exposed to fluctuations in foreign exchange rates that could have an impact on its net income and financial position expressed in euros.
The main foreign exchange risk is transactional, mainly related to the US dollar and the pound sterling:
\u2022as of 31\u00a0December 2022, the percentage of sales made in USD represented 20.8% of the Banijay\u2019s consolidated revenue (16.3% in 2021). A decrease of 5% in the exchange rate in USD would have an impact on the consolidated revenue of -\u20ac32\u00a0million in 2022\u00a0(-\u20ac21\u00a0million in 2021) and an impact on the consolidated equity of \u20ac5\u00a0million. Conversely, an increase of 5% in the exchange rate in USD would have an impact on the consolidated turnover of \u20ac35\u00a0million (\u20ac24\u00a0million in 2021) and an impact on the consolidated equity of \u20ac6 million;
\u2022as of 31\u00a0December 2022, the percentage of sales made in GBP represented 19.4% of the Banijay\u2019s consolidated revenue (18.6% in 2021). A decrease of 5% in the exchange rate in GBP would have an impact on the consolidated turnover of -\u20ac30\u00a0million (-\u20ac24\u00a0million in 2021) and an impact on the consolidated equity of \u20ac5\u00a0million. Conversely, an increase of 5% in the exchange rate in GBP would have an impact on consolidated revenue of \u20ac33\u00a0million (\u20ac27\u00a0million in 2021) and an impact on the consolidated equity of \u20ac6 million.
In addition, in 2020, Banijay has issued a bond in USD and forward contracts and call and put options were subscribed in 2021\u00a0to hedge the exposure. According to IFRS\u00a09\u00a0the impact of premium/discounts of forward contracts and the time value of the option are recognized in the other comprehensive income.
The Online sports betting &\u00a0gaming business, whose functional currency is the euro, has very little exposure to foreign exchange risk (transactions are exclusively in markets with the same functional currency and there are no debts or receivables denominated in foreign currencies).
25.4Liquidity risk
The Group managed its liquidity risk through a monthly cash flow analysis for the next year and then each year for the duration of its business plan.
Annual forecasts include an organic growth and an analysis of the effect of potential external growth on revenue, Adjusted EBITDA and net financial debt.
Banijay Group maintains adequate reserves of cash and short-term deposits to meet its liquidity needs. As of 31\u00a0December 2022, undrawn committed lines of credit, overdrafts and other borrowings have been obtained for a total of \u20ac211\u00a0million.
The Content production &\u00a0distribution business has also set up several liquidity concentration pools around the main business regions (Europe, United States, United Kingdom and Scandinavia). During 2022, approximately 86% (87% in 2021) of the business\u2019s revenue was covered by these mechanisms. Consequently, the business\u2019s organic growth, its working capital requirements and its financing (including the payment of debts or option debts) are ensured in particular by the cash flows generated by the business units.
In addition, as part of its financing, the Content production & distribution business is subject to financial covenants, namely concerning RCF (Revolving Credit Facility) in the event of a drawdown of 40%. The ratio is based on Senior Secured Net Leverage (ratio between (i) the sum of Banijay senior secured notes, earn out debt minus cash and (ii)\u00a0the\u00a0sum of Banijay Adjusted EBITDA, shareholder fees and proforma impact from acquisitions) and its level should not exceed 6.50x. In December 2022, although the RCF is not drawn, such financial covenants are satisfied.
Regarding the Online sports betting & gaming business, the latter is financed via bank loans. The senior loan is subject to two financial covenants: (i) a leverage ratio (Betclic net consolidated financial debt / consolidated EBITDA) that must be less than 2.75 and (ii) an interest ratio (Betclic group consolidated cash flow / consolidated financial debt) that must be above 1.2. Betclic had no breach of those financial covenants in 2022 and 2021 to be reported.
At the holding level, FL Entertainment can access to the liquidity from the Content production & distribution business and from the Online sports betting & gaming business.
2.5.11Financial instruments and equity instruments
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. A financial instrument is classified as an equity instrument only when (a) the instrument includes no contractual obligation (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the issuer; and (b) if the instrument will or may be settled in the issuer\u2019s own equity instruments, it is (i) a non-derivative that includes no contractual obligation for the issuer to deliver a variable number of its own equity instruments; or (ii) a derivative that will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
The category of financial liabilities at fair value through profit or loss includes among other things earn out liabilities, put options over non-controlling interests and securities.
Financial liabilities at Fair Value Through Profit or Loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the \u201cOther finance income/(costs)\u201d line item (note\u00a010, page 234) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 263.
| \n Note 21 | \n\n Other securities | \n
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n
| \n Earn-Out Shares | \n\n 98.3 | \n
| \n Founder Shares | \n\n 16.5 | \n
| \n Public Warrants | \n\n 7.8 | \n
| \n Founder Warrants | \n\n 7.9 | \n
| \n Other securities | \n\n 130.5 | \n
In the context of the Group\u2019s reorganization (as explained in paragraph\u00a03.1.1 II i) on page 220), Financi\u00e8re Lov subscribed in cash to a share capital increase of FL\u00a0Entertainment for an amount of \u20ac250\u00a0million in exchange for Ordinary Shares, SVS and Earn-Out Shares (of which \u20ac114.4 million paid for Earn-Out Shares).
The Founder Shares, Founder Warrants and public Warrants (see below) were recognized as part of the Pegasus Merger (refer to notes\u00a03.1.1 II iii) and 3.1.1 II iv) on page 221 and page 222).
The characteristics of the Earn-Out Shares, Founder Shares, Founder Warrants and public Warrants (see below) were analyzed, and it has been determined that these securities should be classified as liability instruments according to IAS\u00a032. They are recognized at fair-value through P&L.
Those instruments are classified as Level 3 and have been measured using a multi-model analysis based on Monte-Carlo and Black-Scholes models, including public Warrants for which the lack of transactions in the public market does not provide a relevant pricing information.
Due to the low level of liquidity of FL\u00a0Entertainment\u2019s shares during the period, unobservable inputs include FL\u00a0Entertainment\u2019s ordinary share\u2019s price (based on a multiple analysis taking into account historical price prior and after quotation, analysts reviews and Pegasus transaction) and volatility (based on peers\u2019 index). The worst-case scenario would increase the liability for an amount of \u20ac16.9 million. The best-case scenario would decrease the liability for an amount of -\u20ac15.7million.
Subsequent re-measurement net income has been recognized in the financial result for an amount of \u20ac6.6\u00a0million.
Due to the conversion of 2,674,999\u00a0founder shares into 2,674,999\u00a0Ordinary Shares, part of the Founder Shares liability has been reclassified into equity for their value at the conversion date (\u20ac29.4\u00a0million) (refer to note\u00a018.1 on page 250).
Earn-Out Shares characteristics
Earn-Out Shares are divided into 3 categories:
\u202213.000.000 Earn-Out Shares A: each of these shares will be converted into 1 Ordinary Share and 1 SVS if the closing price of the Ordinary Shares equals or exceeds \u20ac13.00 per ordinary share for any 20 Trading Days within a 30 consecutive Trading Day period before expiration of a 5-year period following 1 July 2022;
\u20223.500.000 Earn-Out Shares B: each of these shares will be converted into 1 Ordinary Share and 1 SVS if the closing price of the Ordinary Shares equals or exceeds \u20ac15.00 per ordinary share for any 20 Trading Days within a 30 consecutive Trading Day period before expiration of a 5-year period following 1 July 2022;
\u20223.500.000 Earn-Out Shares C: each of these shares will be converted into 1 ordinary share and 1 SVS if the closing price of the ordinary shares equals or exceeds \u20ac17.00 per ordinary share for any 20 Trading Days within a 30 consecutive Trading Day period before expiration of a 5-year period following 1 July 2022.
Earn-Out Shares can only be entitled to profit in the limit of a negligible amount equal to 0,1% of the nominal value (\u20ac0,03) per share. All issued and outstanding Earn-Out Shares at a time may only be held by one person at any time and may also be transferred all together to one other person at a time. Each Earn-Out Share confers three votes in a General Meeting.
Financi\u00e8re Lov has committed not to exercise any voting right attached to Earn-Out Shares. Financi\u00e8re Lov has also committed not to sell the Earn-Out Shares for a three-year period from 1 July 2022.
Founder Shares characteristics
As a result of the transaction with Pegasus, Founder Shares were contributed to former Founder Shares\u2019 holders of Pegasus Entrepreneurs. Terms and conditions applicable to FL Entertainment\u2019s outstanding Founder Shares are similar to those issued by Pegasus.
The Founder Shares have a nominal value of \u20ac0.01 each. From any profits, as remaining after application of the provisions in the Articles of Association regarding reservation and the profit entitlement of Earn-Out Shares, an amount equal to 0.1% of the nominal value of each Founder Share shall be added to the dividend reserve for Founder Shares.
Subject to the satisfaction of the conditions set out below and subject to certain capital adjustment measures (as described in the Articles of Association), the 2,575,000\u00a0outstanding Founder Shares held by former Pegasus founders shall be converted:
\u2022up to 50% of the Founder Shares, held by each sponsor, in aggregate amounting to up to 1,287,500 Founder Shares will be exchanged on a one-for-one basis for Ordinary Shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1 July 2022, the closing price of the Ordinary Shares equals or exceeds \u20ac11.50 per Ordinary Share for any 20 Trading Days within a 30\u00a0consecutive-Trading Day period; and
\u2022up to 50% of the Founder Shares, held by each sponsor, in aggregate amounting to up to 1,287,500 Founder Shares will be exchanged on a one-for-one basis for Ordinary Shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1 July 2022, the closing price of the Ordinary Shares equals or exceeds \u20ac13.00 per Ordinary Share for any 20 trading days within a 30\u00a0consecutive-trading day period.
Existing shareholder agreement provides that any voting right attached to Founder Shares will not be exercised. Founder Shares can only be entitled to profit in the limit of the negligible amount equal to 0,1% of the nominal value (\u20ac0,01) per share.
Public Warrants characteristics
Each public Warrant shall entitle an eligible holder to purchase from the Company one ordinary share at the price of \u20ac11,50 per ordinary share. Public Warrants may be exercised within a 5 year period from 1 July 2022.
As Warrants, the Public Warrants does not entitle to any right as shareholder such as dividends or voting rights.
Terms & conditions of the public Warrants set several unusual provisions that may affect the market value of the public Warrants:
\u2022each public Warrant may be redeemed by FL\u00a0Entertainment if the price of the ordinary share exceeds \u20ac18,00 during more than almost consecutive twenty trading days period. Redemption price would in this case equal \u20ac0,01;
\u2022each public Warrant may be redeemed by FL\u00a0Entertainment if the price of the ordinary share is comprised between 10,00 and \u20ac18,00 at a price of \u20ac0.01 per Warrant upon not less than 30 days' prior written notice of redemption (a Redemption Notice). In this case, the Warrant holder could exercise its Warrants on a cashless basis and receive a number of ordinary share per Warrant set according to a table based on the redemption date and the fair market value of Ordinary Shares.
As of 31 December 2022, 8,666,666 Public Warrants were outstanding.
Founder Warrants characteristics
Founder Warrants have been issued by FL Entertainment at 1 July 2022 and distributed to Pegasus Founder.
Founder Warrants have substantially the same terms as the public Warrants and entitle their holder to purchase from FL Entertainment one ordinary share at the price of \u20ac11,50 per ordinary share within a 5-year period from 1 July 2022. Additionally, the Founder Warrants will be exercisable on a cashless basis according to a table based on the redemption date and the fair market value of Ordinary Shares and be non-redeemable, so long as they are held by the Pegasus\u2019 founders and sponsors. If the Founder Warrants are held by someone other than Pegasus\u2019 founders and sponsors, the Founder Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public Warrants. The proceeds of a redemption of Warrants, the proceeds of the repurchase of Warrants or a full or partial cash or cashless settlement of Warrants may be subject to Dutch dividend withholding tax at a rate of 15%.
Founder Warrants does not entitle to any right as shareholder such as dividends or voting rights.
As of 31 December 2022, FL Entertainment issued 5,250,000 Founder Warrants.
2.5.11Financial instruments and equity instruments
Financial liabilities
Financial liabilities are divided into two categories: financial liabilities at amortized cost and financial liabilities at fair value through profit or loss.
The financial liabilities of the Group mainly consist of liabilities valued at amortized cost. Among them are loans and similar debts including:
\u2022bonds and secured notes;
\u2022credit lines from banks and other production financings;
\u2022bank overdrafts;
\u2022borrowings;
\u2022other loans (such as vendor loans); and
\u2022trade payables.
The category of financial liabilities at fair value through profit or loss includes among other things earn out liabilities, put options over non-controlling interests and securities.
Interest-bearing debts and borrowings
All loans, and debts are recognized initially at the fair value of the consideration received, less costs directly attributable to the transaction. After initial recognition, interest-bearing liabilities and debts are measured at amortized cost using the effective interest rate method. Costs directly attributable to the issuance of debt are deducted from liabilities and are amortized over the life of the debt, as a component of the effective interest rate.
Financial liabilities at Fair Value Through Profit or Loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the \u201cOther finance income/(costs)\u201d line item (note\u00a010, page 234) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 263.
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group\u2019s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
2.5.14Commitments to purchase non-controlling interests (put options)
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements convey an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests is reclassified to other current or non-current liabilities.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
2.5.11Financial instruments and equity instruments
Financial assets
The classification of a financial asset in each of these categories depends on the management model applied by the enterprise and the characteristics of its contractual cash flows. Transactions relating to financial assets are recorded at settlement date.
Debt instrument at amortized costs
These financial assets are initially recognized at their fair value to which is added directly attributable transaction costs and, then at amortized cost at each closing date, applying the effective interest rate method. This category of assets includes trade receivables and other debtors, loans and deposits, receivables attached to participating interests, cash and loans to associates or non-consolidated entities. In practice, trade receivables are measured to the amortized cost method, even though they may be subject to an assignment of receivables, for example, in the context of factoring.
Equity instrument at fair value through OCI
The Group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortized cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognized, the previously recognized impairment will be reversed. The reversal of an impairment loss is recognized as profit or loss, as long as the book value of the asset does not exceed its amortized cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Derecognition of financial assets
Financial assets and related impairment are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortized cost, the difference between the asset\u2019s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
2.5.12Cash and cash equivalents
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
2.5.13Trade receivables
Trade Receivables on \u201cProviders\u201d
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
2.5.11Financial instruments and equity instruments
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortized cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognized, the previously recognized impairment will be reversed. The reversal of an impairment loss is recognized as profit or loss, as long as the book value of the asset does not exceed its amortized cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
2.5.13Trade receivables
Trade Receivables on \u201cProviders\u201d
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
17.2Trade receivables
The breakdown of trade and other receivables as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Trade receivables, gross | \n\n 496.4 | \n\n 452.3 | \n
| \n Trade receivables from providers, gross | \n\n 13.1 | \n\n 24.8 | \n
| \n Total trade receivables, gross | \n\n 509.5 | \n\n 477.1 | \n
| \n Depreciation | \n\n (13.0) | \n\n (13.6) | \n
| \n Trade receivables, net | \n\n 496.5 | \n\n 463.6 | \n
Trade receivables from providers (payment service providers) correspond to balances in transit with the payment partners of the Group and which are repatriated to bank accounts manually or automatically. These\u00a0receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on partners.
2.5.11Financial instruments and equity instruments
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortized cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognized, the previously recognized impairment will be reversed. The reversal of an impairment loss is recognized as profit or loss, as long as the book value of the asset does not exceed its amortized cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
2.5.13Trade receivables
Trade Receivables on \u201cProviders\u201d
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
17.2Trade receivables
The breakdown of trade and other receivables as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Trade receivables, gross | \n\n 496.4 | \n\n 452.3 | \n
| \n Trade receivables from providers, gross | \n\n 13.1 | \n\n 24.8 | \n
| \n Total trade receivables, gross | \n\n 509.5 | \n\n 477.1 | \n
| \n Depreciation | \n\n (13.0) | \n\n (13.6) | \n
| \n Trade receivables, net | \n\n 496.5 | \n\n 463.6 | \n
Trade receivables from providers (payment service providers) correspond to balances in transit with the payment partners of the Group and which are repatriated to bank accounts manually or automatically. These\u00a0receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on partners.
25.1Credit risk
Credit risk arises if a party to a transaction is unable or unwilling to fulfill its obligations, resulting in a financial loss to the Group.
For all business, credit risk arises if a party to a transaction is unable or refuses to fulfill its obligations, resulting in a financial loss to the Group.
The Group deals only with reputable and creditworthy third parties. Receivables are monitored on a regular basis, so that the Group\u2019s exposure to bad debts is not significant.
Credit risk arising from cash at bank is considered to be minimal. Majority of the cash at bank is held with high credit quality financial institutions with a credit rating of A or higher.
Financial assets
The classification of a financial asset in each of these categories depends on the management model applied by the enterprise and the characteristics of its contractual cash flows. Transactions relating to financial assets are recorded at settlement date.
Debt instrument at amortized costs
These financial assets are initially recognized at their fair value to which is added directly attributable transaction costs and, then at amortized cost at each closing date, applying the effective interest rate method. This category of assets includes trade receivables and other debtors, loans and deposits, receivables attached to participating interests, cash and loans to associates or non-consolidated entities. In practice, trade receivables are measured to the amortized cost method, even though they may be subject to an assignment of receivables, for example, in the context of factoring.
Equity instrument at fair value through OCI
The Group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortized cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognized, the previously recognized impairment will be reversed. The reversal of an impairment loss is recognized as profit or loss, as long as the book value of the asset does not exceed its amortized cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Derecognition of financial assets
Financial assets and related impairment are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortized cost, the difference between the asset\u2019s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortized cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognized, the previously recognized impairment will be reversed. The reversal of an impairment loss is recognized as profit or loss, as long as the book value of the asset does not exceed its amortized cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Derecognition of financial assets
Financial assets and related impairment are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortized cost, the difference between the asset\u2019s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group\u2019s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
Repurchase of the Company\u2019s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
As of 31 December 2022, the Company owned 6,975\u00a0treasury shares through the liquidity agreement (refer to note\u00a023.1 on page 257), for an amount of \u20ac0.1\u00a0million.
Repurchase of the Company\u2019s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
Interest-bearing debts and borrowings
All loans, and debts are recognized initially at the fair value of the consideration received, less costs directly attributable to the transaction. After initial recognition, interest-bearing liabilities and debts are measured at amortized cost using the effective interest rate method. Costs directly attributable to the issuance of debt are deducted from liabilities and are amortized over the life of the debt, as a component of the effective interest rate.
3.2Significant events that occurred in 2021
3.2.3Online sports betting &\u00a0gaming business
IV)New bank loan
On 13\u00a0December 2021, BEG was granted a \u20ac130\u00a0million loan with a maturity of six months, by a group of three banks (BNP Paribas, Natixis and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale).
23.3Current and non-current financial liabilities
| \n (in \u20ac million) | \n\n Non-current | \n\n Current | \n\n 31\u00a0December 2022 | \n
| \n Bonds | \n\n 1,330.8 | \n\n - | \n\n 1,330.8 | \n
| \n Bank borrowings | \n\n 959.5 | \n\n 180.6 | \n\n 1,140.1 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n - | \n\n 29.6 | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n 138.4 | \n\n 138.4 | \n
| \n Current accounts | \n\n - | \n\n 0.8 | \n\n 0.8 | \n
| \n Accrued interests on current accounts | \n\n - | \n\n 0.0 | \n\n 0.0 | \n
| \n Bank overdrafts | \n\n - | \n\n - | \n\n - | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n - | \n\n - | \n\n - | \n
| \n Total financial liabilities | \n\n 2,290.3 | \n\n 349.4 | \n\n 2,639.6 | \n
| \n (in \u20ac million) | \n\n Non-current | \n\n Current | \n\n 31\u00a0December 2021 | \n
| \n Bonds(1) | \n\n 1,461.5 | \n\n - | \n\n 1,461.5 | \n
| \n Bank borrowings(1) | \n\n 991.8 | \n\n 240.7 | \n\n 1,232.5 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n - | \n\n 32.7 | \n\n 32.7 | \n
| \n Current accounts | \n\n - | \n\n 29.1 | \n\n 29.1 | \n
| \n Accrued interests on current accounts | \n\n - | \n\n 0.4 | \n\n 0.4 | \n
| \n Bank overdrafts | \n\n - | \n\n 1.7 | \n\n 1.7 | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 4.5 | \n\n 1.6 | \n\n 6.1 | \n
| \n Total financial liabilities | \n\n 2,457.8 | \n\n 306.2 | \n\n 2,764.0 | \n
| \n (1)Term loans were reclassified as of 31/12/2021\u00a0from bonds to bank borrowings due to their nature for a total amount of \u20ac380.3\u00a0million. | \n
The variation of the financial liabilities breaks down as follows:
| \n (in \u20ac million) | \n\n 1\u00a0January 2022 | \n\n Cash-flows | \n\n Non cash-flows | \n\n 31\u00a0December 2022 | \n|||
| \n Increase | \n\n Repay-ments | \n\n Other cash items | \n\n Others non cash items | \n\n Foreign exchange | \n|||
| \n Bonds | \n\n 1,461.5 | \n\n - | \n\n (170.5) | \n\n - | \n\n 19.0 | \n\n 20.8 | \n\n 1,330.8 | \n
| \n Bank borrowings | \n\n 1,232.5 | \n\n 20.7 | \n\n (186.1) | \n\n 0.6 | \n\n 50.5 | \n\n 22.0 | \n\n 1,140.1 | \n
| \n Accrued interests | \n\n 32.7 | \n\n - | \n\n - | \n\n - | \n\n (3.8) | \n\n 0.6 | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 138.4 | \n\n - | \n\n 138.4 | \n
| \n Current accounts | \n\n 29.1 | \n\n - | \n\n - | \n\n - | \n\n (28.4) | \n\n 0.2 | \n\n 0.8 | \n
| \n Accrued interests | \n\n 0.4 | \n\n - | \n\n - | \n\n - | \n\n (0.4) | \n\n - | \n\n 0.0 | \n
| \n Bank overdrafts | \n\n 1.7 | \n\n - | \n\n - | \n\n - | \n\n (1.6) | \n\n (0.1) | \n\n - | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 6.1 | \n\n - | \n\n - | \n\n - | \n\n (5.8) | \n\n (0.3) | \n\n - | \n
| \n Total financial liabilities | \n\n 2,764.0 | \n\n 20.7 | \n\n (356.6)(1) | \n\n 0.6 | \n\n 167.8 | \n\n 43.2 | \n\n 2,639.6 | \n
| \n (1)The line \u201cRepayment of borrowings and other financial liabilities\u201d in the cash-flow statement also included the lease repayments for an amount of -\u20ac42.4\u00a0million (refer to note 15.2 on page 245). | \n
| \n (in \u20ac million) | \n\n 1\u00a0January 2021 | \n\n Cash-flows | \n\n Non cash-flows | \n\n 31\u00a0December 2021 | \n|||
| \n Increase | \n\n Repay-ments | \n\n Other cash items | \n\n Others non cash items | \n\n Foreign exchange | \n|||
| \n Bonds(2) | \n\n 1,483.2 | \n\n - | \n\n (58.6) | \n\n - | \n\n 6.1 | \n\n 30.9 | \n\n 1,461.5 | \n
| \n Bank borrowings(2) | \n\n 1,046.2 | \n\n 158.1 | \n\n (35.9) | \n\n 22.4 | \n\n 10.2 | \n\n 31.4 | \n\n 1,232.5 | \n
| \n Accrued interests | \n\n 33.4 | \n\n - | \n\n - | \n\n - | \n\n (0.6) | \n\n - | \n\n 32.7 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current accounts | \n\n 27.4 | \n\n 1.7 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 29.1 | \n
| \n Accrued interests | \n\n 0.4 | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 0.4 | \n
| \n Bank overdrafts | \n\n 10.5 | \n\n - | \n\n - | \n\n (8.9) | \n\n - | \n\n - | \n\n 1.7 | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 20.5 | \n\n - | \n\n - | \n\n - | \n\n (15.1) | \n\n 0.9 | \n\n 6.1 | \n
| \n Total financial liabilities | \n\n 2,621.6 | \n\n 159.8 | \n\n (94.4)(1) | \n\n 13.5 | \n\n 0.5 | \n\n 63.2 | \n\n 2,764.0 | \n
| \n (1)The line \u201cRepayment of borrowings and other financial liabilities\u201d in the cash-flow statement also included the lease repayments for an amount of -\u20ac40.5\u00a0million (refer to note\u00a015.2 on page 245). (2)Term loans were reclassified as of 31/12/2021\u00a0from bonds to bank borrowings due to their nature for a total amount of \u20ac380.3\u00a0million. | \n
Characteristics of bonds and term loans
| \n (in \u20ac million) Issuer: Banijay Group\u00a0SAS | \n\n Residual nominal amount | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n \u2022\u20ac575\u00a0million senior secured notes issued in 2020\u00a0and due in 2025, which priced | \n\n 575.0 | \n\n 575.0 | \n
| \n \u2022\u20ac400\u00a0million senior notes issued in 2020\u00a0and due in 2026, which priced at par | \n\n 400.0 | \n\n 400.0 | \n
| \n \u2022$403\u00a0million senior secured notes issued in 2020\u00a0and due in 2025, which priced | \n\n 377.8 | \n\n 356.4 | \n
| \n \u2022\u20ac453\u00a0million term loan B facility issued in 2020\u00a0and due in 2025, which bears interest | \n\n 453.0 | \n\n 453.0 | \n
| \n \u2022$460\u00a0million term loan B facility issued in 2020\u00a0and due in 2025, which bears interest | \n\n 417.2 | \n\n 401.7 | \n
| \n \n | \n\n 2,223.0 | \n\n 2,186.1 | \n
| \n (in \u20ac million) Issuer: Betclic Everest Group\u00a0SAS | \n\n Residual nominal amount | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n \u2022\u20ac165\u00a0million senior loan issued on 23\u00a0June 2020\u00a0and due in June\u00a02025, which bears interest at a rate of EURIBOR 3\u00a0months plus a fixed rate of 3% per annum. This loan was underwritten with a group of banks (Natixis, BNP Paribas and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale); | \n\n 106.0 | \n\n 141.0 | \n
| \n \u2022\u20ac130\u00a0million bridge loan issued on 13\u00a0December 2021\u00a0and due in June\u00a02022, which bears an interest at a variable EURIBOR 3\u00a0months rate plus a fixed margin of 3% plus an additional progressive margin of 0.5% per quarter. This loan was underwritten with a group of banks (Natixis, BNP Paribas and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale). This loan has been repaid on 5\u00a0July 2022. | \n\n - | \n\n 130.0 | \n
| \n \n | \n\n 106.0 | \n\n 271.0 | \n
| \n (in \u20ac million) Issuer: Lov Banijay | \n\n Residual nominal amount | \n|
| \n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n|
| \n \u2022\u20ac90\u00a0million bond redeemable issued on 23\u00a0February 2016\u00a0into either shares or cash (ORAN2) subscribed by Vivendi. Upon maturity of ORAN2, Lov Banijay would have the option of either redeeming the bond in cash or converting it into a number of shares that would give Vivendi a 25% interest in Lov Banijay. Both bonds have a 7-year maturity period(1). The bond was redeemed on 1\u00a0July in the context of the Group\u2019s reorganization (refer to note 3.1.1 II) on page 220); | \n\n - | \n\n 104.5 | \n
| \n \u2022\u20ac50\u00a0million bond redeemable in cash subscribed by Vivendi on 14\u00a0October 2016, maturing on 23\u00a0February 2023. The bond was redeemed on 1\u00a0July in the context of the Group\u2019s reorganization (refer to note 3.1.1 II) on page 220). | \n\n - | \n\n 58.2 | \n
| \n \n | \n\n - | \n\n 162.7 | \n
| \n (1)The convertible option is accounted for as a derivative (refer to note 23.1 on page 259). | \n
As of 31\u00a0December, 2022, the Group\u2019s financial indebtedness also consists in the following items:
\u2022local production financing carried by some Banijay\u2019s subsidiaries (including recourse factoring and production credit lines);
\u2022state-guaranteed loans;
\u2022accrued interests;
\u2022bank overdraft;
\u2022lease liabilities; and
\u2022vendor loans, including a vendor loan amounting to \u20ac99.5\u00a0million granted by De Agostini to Lov Banijay (now assumed by FL\u00a0Entertainment after the merger) due in November\u00a02023\u00a0(with a possibility for FL\u00a0Entertainment to extend after this date) and bearing 3.5% interest per year, and a vendor loan amounting to \u20ac36.5\u00a0million granted by SBM International to FL\u00a0Entertainment, bearing 3.5% interest per year, due no later than 30\u00a0November 2023\u00a0(with a possibility for FL\u00a0Entertainment to extend after this date).
Maturity of current and non-current debt (principal and interest)
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2022 | \n|
| \n Bonds | \n\n 66.4 | \n\n 1,478.5 | \n\n - | \n\n 1,544.9 | \n
| \n Bank borrowings | \n\n 226.1 | \n\n 1,126.6 | \n\n - | \n\n 1,352.7 | \n
| \n Vendor loans | \n\n 142.8 | \n\n - | \n\n - | \n\n 142.8 | \n
| \n Total debt maturity (principal and interests) | \n\n 435.4 | \n\n 2,605.1 | \n\n - | \n\n 3,040.4 | \n
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2021 | \n|
| \n Bonds(1) | \n\n 90.9 | \n\n 2,136.3 | \n\n - | \n\n 2,227.2 | \n
| \n Bank borrowings | \n\n 265.7 | \n\n 648.9 | \n\n - | \n\n 914.6 | \n
| \n Total debt maturity (principal and interests) | \n\n 356.7 | \n\n 2,785.2 | \n\n - | \n\n 3,141.9 | \n
| \n (1)These figures reflect the expected cash outflows as if ORAN2\u00a0would have been redeemed in cash. | \n
Interest-bearing debts and borrowings
All loans, and debts are recognized initially at the fair value of the consideration received, less costs directly attributable to the transaction. After initial recognition, interest-bearing liabilities and debts are measured at amortized cost using the effective interest rate method. Costs directly attributable to the issuance of debt are deducted from liabilities and are amortized over the life of the debt, as a component of the effective interest rate.
Financial liabilities at Fair Value Through Profit or Loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the \u201cOther finance income/(costs)\u201d line item (note\u00a010, page 234) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 263.
Financial liabilities at Fair Value Through Profit or Loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the \u201cOther finance income/(costs)\u201d line item (note\u00a010, page 234) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 263.
| \n Note 10 | \n\n Financial result | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Interests costs on bank borrowings, bonds and vendor loans | \n\n (145.8) | \n\n (136.1) | \n
| \n Cost of gross financial debt | \n\n (145.8) | \n\n (136.1) | \n
| \n Interests income on cash and cash equivalents | \n\n 2.0 | \n\n 0.8 | \n
| \n Gains on assets contributing to net financial debt | \n\n 2.0 | \n\n 0.8 | \n
| \n Cost of net debt | \n\n (143.8) | \n\n (135.3) | \n
| \n Interests costs on current accounts liabilities | \n\n (0.2) | \n\n (0.8) | \n
| \n Interests income on current accounts receivables | \n\n 1.1 | \n\n 2.2 | \n
| \n Interests on lease liabilities | \n\n (4.5) | \n\n (4.8) | \n
| \n Change in fair value of financial instruments | \n\n (105.4) | \n\n 7.4 | \n
| \n Currency gains/(losses) | \n\n 2.1 | \n\n 2.6 | \n
| \n Other financial gains/(losses) | \n\n (6.1) | \n\n (4.6) | \n
| \n Net financial income/(expense) | \n\n (256.7) | \n\n (133.4) | \n
The significant increase in the net financial expense between periods is mostly linked to the change in fair value of financial instruments comprising the change in fair value of the put options in the minority interests in BGH following the revalorization of BGH\u2019s shares\u2019 value (refer to note 3.1.2 on page 222) as well as the reset of the derivative attached to the reimbursed Vivendi convertible bond for \u20ac21.4 million and the change in fair value of the securities for an amount of \u20ac6.6\u00a0million(refer to note\u00a021 on page 254).
Financial liabilities at Fair Value Through Profit or Loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the \u201cOther finance income/(costs)\u201d line item (note\u00a010, page 234) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 263.
| \n Note 10 | \n\n Financial result | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Interests costs on bank borrowings, bonds and vendor loans | \n\n (145.8) | \n\n (136.1) | \n
| \n Cost of gross financial debt | \n\n (145.8) | \n\n (136.1) | \n
| \n Interests income on cash and cash equivalents | \n\n 2.0 | \n\n 0.8 | \n
| \n Gains on assets contributing to net financial debt | \n\n 2.0 | \n\n 0.8 | \n
| \n Cost of net debt | \n\n (143.8) | \n\n (135.3) | \n
| \n Interests costs on current accounts liabilities | \n\n (0.2) | \n\n (0.8) | \n
| \n Interests income on current accounts receivables | \n\n 1.1 | \n\n 2.2 | \n
| \n Interests on lease liabilities | \n\n (4.5) | \n\n (4.8) | \n
| \n Change in fair value of financial instruments | \n\n (105.4) | \n\n 7.4 | \n
| \n Currency gains/(losses) | \n\n 2.1 | \n\n 2.6 | \n
| \n Other financial gains/(losses) | \n\n (6.1) | \n\n (4.6) | \n
| \n Net financial income/(expense) | \n\n (256.7) | \n\n (133.4) | \n
The significant increase in the net financial expense between periods is mostly linked to the change in fair value of financial instruments comprising the change in fair value of the put options in the minority interests in BGH following the revalorization of BGH\u2019s shares\u2019 value (refer to note 3.1.2 on page 222) as well as the reset of the derivative attached to the reimbursed Vivendi convertible bond for \u20ac21.4 million and the change in fair value of the securities for an amount of \u20ac6.6\u00a0million(refer to note\u00a021 on page 254).
Financial liabilities at Fair Value Through Profit or Loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the \u201cOther finance income/(costs)\u201d line item (note\u00a010, page 234) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 263.
Derivatives
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognized initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognized as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognized in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognized in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognized directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realized or settled within 12\u00a0months.
2.5.14Commitments to purchase non-controlling interests (put options)
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements convey an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests is reclassified to other current or non-current liabilities.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
23.5Derivatives
The Group\u2019s cash flow hedges\u2019 main goal is to neutralize foreign exchange risk on future cash flows (notional, coupons) or switch floating-rate debt to fixed-rate debt.
The ineffective portion of cash flow hedges recognized in net income is not significant during the periods presented. The main hedges unmatured as of 31\u00a0December 2022 and 2021, as well as their effects on the financial statements, are detailed in the table below.
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n|
| \n Exchange risk | \n\n 11.2 | \n\n 5.0 | \n\n 6.2 | \n\n - | \n\n - | \n\n - | \n
| \n Interest rate risk | \n\n 63.3 | \n\n 63.3 | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Hedging instruments | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n - | \n\n - | \n\n - | \n
| \n Embedded derivatives | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total derivatives | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n - | \n\n - | \n\n - | \n
| \n As of 31\u00a0December 2021 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current(1) | \n\n Current | \n|
| \n Exchange risk | \n\n 2.9 | \n\n 1.5 | \n\n 1.4 | \n\n 1.6 | \n\n - | \n\n 1.6 | \n
| \n Interest rate risk | \n\n 1.9 | \n\n 1.9 | \n\n - | \n\n 4.5 | \n\n 4.5 | \n\n 0.0 | \n
| \n Hedging instruments | \n\n 4.8 | \n\n 3.4 | \n\n 1.4 | \n\n 6.1 | \n\n 4.5 | \n\n 1.6 | \n
| \n Embedded derivatives | \n\n 21.4 | \n\n 21.4 | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total derivatives | \n\n 26.2 | \n\n 24.8 | \n\n 1.4 | \n\n 6.1 | \n\n 4.5 | \n\n 1.6 | \n
| \n (1)Maturity comprised between 1\u00a0and 5\u00a0years. | \n
| \n Note 24 | \n\n Financial instruments | \n
The carrying value of financial instruments per category is determined as follows:
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n||
| \n Fair value through OCI | \n\n Amortized cost | \n\n Fair value through P&L | \n|||
| \n Non-current financial assets | \n\n 161.7 | \n\n - | \n\n 108.9 | \n\n 47.4 | \n\n 5.5 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 6.0 | \n\n - | \n\n 29.9 | \n\n - | \n
| \n Trade receivables | \n\n 496.5 | \n\n - | \n\n - | \n\n 496.5 | \n\n - | \n
| \n Other current assets | \n\n 288.3 | \n\n 245.9 | \n\n - | \n\n 42.4 | \n\n - | \n
| \n Current financial assets | \n\n 24.7 | \n\n - | \n\n 6.2 | \n\n 18.5 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n - | \n\n - | \n\n - | \n\n 479.4 | \n
| \n Assets | \n\n 1,486.5 | \n\n 251.9 | \n\n 115.1 | \n\n 634.7 | \n\n 484.9 | \n
| \n Other securities | \n\n 130.5 | \n\n - | \n\n - | \n\n - | \n\n 130.5 | \n
| \n Long-term borrowings and other financial liabilities | \n\n 2,290.3 | \n\n - | \n\n - | \n\n 2,290.3 | \n\n - | \n
| \n Other non-current liabilities | \n\n 441.3 | \n\n 213.6 | \n\n - | \n\n 32.4 | \n\n 195.3 | \n
| \n Liability instruments | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Short-term borrowings and bank overdrafts | \n\n 349.4 | \n\n - | \n\n - | \n\n 349.4 | \n\n - | \n
| \n Trade payables | \n\n 663.5 | \n\n - | \n\n - | \n\n 663.5 | \n\n - | \n
| \n Customer contract liabilities | \n\n 693.3 | \n\n 639.0 | \n\n - | \n\n 50.6 | \n\n 3.7 | \n
| \n Other current liabilities | \n\n 426.6 | \n\n 312.2 | \n\n - | \n\n 31.0 | \n\n 83.4 | \n
| \n Liabilities | \n\n 4,994.8 | \n\n 1,164.8 | \n\n - | \n\n 3,417.1 | \n\n 412.8 | \n
| \n As of 31\u00a0December 2021 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n||
| \n Fair value through OCI | \n\n Amortized cost | \n\n Fair value through P&L | \n|||
| \n Non-current financial assets | \n\n 83.0 | \n\n - | \n\n 15.3 | \n\n 40.3 | \n\n 27.4 | \n
| \n Other non-current assets | \n\n 29.6 | \n\n 2.0 | \n\n - | \n\n 27.5 | \n\n - | \n
| \n Trade receivables | \n\n 463.6 | \n\n - | \n\n - | \n\n 463.6 | \n\n - | \n
| \n Other current assets | \n\n 264.2 | \n\n 211.3 | \n\n - | \n\n 53.0 | \n\n - | \n
| \n Current financial assets | \n\n 75.2 | \n\n - | \n\n 1.4 | \n\n 73.8 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 434.1 | \n\n - | \n\n - | \n\n - | \n\n 434.1 | \n
| \n Assets | \n\n 1,349.6 | \n\n 213.3 | \n\n 16.7 | \n\n 658.1 | \n\n 461.5 | \n
| \n Long-term borrowings and other financial liabilities | \n\n 2,457.8 | \n\n - | \n\n 4.5 | \n\n 2,453.3 | \n\n - | \n
| \n Other non-current liabilities | \n\n 291.7 | \n\n 109.0 | \n\n - | \n\n 31.3 | \n\n 151.4 | \n
| \n Short-term borrowings and bank overdrafts | \n\n 306.2 | \n\n - | \n\n 1.6 | \n\n 303.0 | \n\n 1.7 | \n
| \n Trade payables | \n\n 580.8 | \n\n - | \n\n - | \n\n 580.8 | \n\n - | \n
| \n Customer contract liabilities | \n\n 707.2 | \n\n 662.8 | \n\n - | \n\n 41.7 | \n\n 2.7 | \n
| \n Other current liabilities | \n\n 456.8 | \n\n 342.4 | \n\n - | \n\n 36.4 | \n\n 78.0 | \n
| \n Liabilities | \n\n 4,800.5 | \n\n 1,114.1 | \n\n 6.1 | \n\n 3,446.5 | \n\n 233.8 | \n
Fair value hierarchy
IFRS\u00a013\u00a0Fair Value Measurement, establishes a fair value hierarchy consisting of three levels:
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access;
\u2022Level 2: directly observable market inputs other than Level 1\u00a0inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations). This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group\u2019s financial instruments, with the exception of marketable securities for which the market price is used.
| \n (in \u20ac million) | \n\n Fair value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 114.3 | \n\n 5.5 | \n\n 68.3 | \n\n 40.6 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 6.2 | \n\n - | \n\n 6.2 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n 479.4 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (130.5) | \n\n - | \n\n - | \n\n (130.5) | \n
| \n Long-term borrowings and other financial liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Other non-current liabilities | \n\n (195.3) | \n\n - | \n\n - | \n\n (195.3) | \n
| \n Short-term borrowings and bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.7) | \n\n - | \n\n - | \n\n (3.7) | \n
| \n Other current liabilities | \n\n (83.4) | \n\n - | \n\n - | \n\n (83.4) | \n
| \n Balances as of 31\u00a0December 2022 | \n\n 187.1 | \n\n 484.9 | \n\n 74.5 | \n\n (372.3) | \n
| \n (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 42.7 | \n\n 6.0 | \n\n 24.8 | \n\n 11.9 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 1.4 | \n\n - | \n\n 1.4 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 434.1 | \n\n 434.1 | \n\n - | \n\n - | \n
| \n Long-term borrowings and other financial liabilities | \n\n (4.5) | \n\n - | \n\n (4.5) | \n\n - | \n
| \n Other non-current liabilities | \n\n (151.4) | \n\n - | \n\n - | \n\n (151.4) | \n
| \n Short-term borrowings and bank overdrafts | \n\n (3.3) | \n\n (1.7) | \n\n (1.6) | \n\n - | \n
| \n Customer contract liabilities | \n\n (2.7) | \n\n - | \n\n - | \n\n (2.7) | \n
| \n Other current liabilities | \n\n (78.0) | \n\n - | \n\n - | \n\n (78.0) | \n
| \n Balances as of 31\u00a0December 2021 | \n\n 238.3 | \n\n 438.4 | \n\n 20.0 | \n\n (220.2) | \n
Other securities comprised public Warrants, Earn-Out Shares, Founder Shares and Founder Warrants that are classified as Level 3. Derivatives are classified as Level\u00a02\u00a0instruments and Level 3\u00a0instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
Financial liabilities at Fair Value Through Profit or Loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the \u201cOther finance income/(costs)\u201d line item (note\u00a010, page 234) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 263.
Derivatives
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognized initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognized as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognized in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognized in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognized directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realized or settled within 12\u00a0months.
2.5.14Commitments to purchase non-controlling interests (put options)
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements convey an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests is reclassified to other current or non-current liabilities.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
Financial liabilities at Fair Value Through Profit or Loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the \u201cOther finance income/(costs)\u201d line item (note\u00a010, page 234) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 263.
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group\u2019s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
Derivatives
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognized initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognized as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognized in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognized in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognized directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realized or settled within 12\u00a0months.
| \n Note 10 | \n\n Financial result | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Interests costs on bank borrowings, bonds and vendor loans | \n\n (145.8) | \n\n (136.1) | \n
| \n Cost of gross financial debt | \n\n (145.8) | \n\n (136.1) | \n
| \n Interests income on cash and cash equivalents | \n\n 2.0 | \n\n 0.8 | \n
| \n Gains on assets contributing to net financial debt | \n\n 2.0 | \n\n 0.8 | \n
| \n Cost of net debt | \n\n (143.8) | \n\n (135.3) | \n
| \n Interests costs on current accounts liabilities | \n\n (0.2) | \n\n (0.8) | \n
| \n Interests income on current accounts receivables | \n\n 1.1 | \n\n 2.2 | \n
| \n Interests on lease liabilities | \n\n (4.5) | \n\n (4.8) | \n
| \n Change in fair value of financial instruments | \n\n (105.4) | \n\n 7.4 | \n
| \n Currency gains/(losses) | \n\n 2.1 | \n\n 2.6 | \n
| \n Other financial gains/(losses) | \n\n (6.1) | \n\n (4.6) | \n
| \n Net financial income/(expense) | \n\n (256.7) | \n\n (133.4) | \n
23.4Net financial debt
Net financial debt is determined as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Bonds(1) | \n\n 1,330.8 | \n\n 1,461.5 | \n
| \n Bank borrowings(1) | \n\n 1,140.1 | \n\n 1,232.5 | \n
| \n Bank overdrafts | \n\n - | \n\n 1.7 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n 29.6 | \n\n 32.7 | \n
| \n Vendor loans | \n\n 138.4 | \n\n - | \n
| \n Total bank indebtedness | \n\n 2,638.9 | \n\n 2,728.4 | \n
| \n Cash and cash equivalents | \n\n (479.4) | \n\n (434.1) | \n
| \n Trade receivables on providers | \n\n (13.1) | \n\n (24.8) | \n
| \n Players' liabilities | \n\n 50.6 | \n\n 41.7 | \n
| \n Cash in trusts and restricted cash | \n\n (31.6) | \n\n (22.4) | \n
| \n Net cash and cash equivalents | \n\n (473.5) | \n\n (439.5) | \n
| \n Net debt before derivatives effects | \n\n 2,165.3 | \n\n 2,288.8 | \n
| \n Derivatives \u2013\u00a0liabilities | \n\n - | \n\n 6.1 | \n
| \n Derivatives \u2013\u00a0assets | \n\n (74.5) | \n\n (26.2) | \n
| \n Net debt | \n\n 2,090.8 | \n\n 2,268.8 | \n
| \n (1)Term loans were reclassified as of 31/12/2021\u00a0from bonds to bank borrowings due to their nature for a total amount of \u20ac380.3\u00a0million. | \n
23.5Derivatives
The Group\u2019s cash flow hedges\u2019 main goal is to neutralize foreign exchange risk on future cash flows (notional, coupons) or switch floating-rate debt to fixed-rate debt.
The ineffective portion of cash flow hedges recognized in net income is not significant during the periods presented. The main hedges unmatured as of 31\u00a0December 2022 and 2021, as well as their effects on the financial statements, are detailed in the table below.
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n|
| \n Exchange risk | \n\n 11.2 | \n\n 5.0 | \n\n 6.2 | \n\n - | \n\n - | \n\n - | \n
| \n Interest rate risk | \n\n 63.3 | \n\n 63.3 | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Hedging instruments | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n - | \n\n - | \n\n - | \n
| \n Embedded derivatives | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total derivatives | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n - | \n\n - | \n\n - | \n
| \n As of 31\u00a0December 2021 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current(1) | \n\n Current | \n|
| \n Exchange risk | \n\n 2.9 | \n\n 1.5 | \n\n 1.4 | \n\n 1.6 | \n\n - | \n\n 1.6 | \n
| \n Interest rate risk | \n\n 1.9 | \n\n 1.9 | \n\n - | \n\n 4.5 | \n\n 4.5 | \n\n 0.0 | \n
| \n Hedging instruments | \n\n 4.8 | \n\n 3.4 | \n\n 1.4 | \n\n 6.1 | \n\n 4.5 | \n\n 1.6 | \n
| \n Embedded derivatives | \n\n 21.4 | \n\n 21.4 | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total derivatives | \n\n 26.2 | \n\n 24.8 | \n\n 1.4 | \n\n 6.1 | \n\n 4.5 | \n\n 1.6 | \n
| \n (1)Maturity comprised between 1\u00a0and 5\u00a0years. | \n
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group\u2019s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
Derivatives
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognized initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognized as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognized in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognized in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognized directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realized or settled within 12\u00a0months.
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognized initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognized as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognized in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognized in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognized directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realized or settled within 12\u00a0months.
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognized initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognized as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognized in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognized in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognized directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
2.5.12Cash and cash equivalents
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
2.5.12Cash and cash equivalents
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
23.2Cash and cash equivalents
Cash and cash equivalents are presented net of bank overdrafts in the consolidated cash-flow statement.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Marketable securities | \n\n 25.2 | \n\n - | \n
| \n Cash | \n\n 454.2 | \n\n 434.1 | \n
| \n Cash and cash equivalents \u2013\u00a0Assets | \n\n 479.4 | \n\n 434.1 | \n
| \n Bank overdrafts | \n\n - | \n\n (1.7) | \n
| \n Net cash and cash equivalents | \n\n 479.4 | \n\n 432.1 | \n
2.5.12Cash and cash equivalents
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
2.5.12Cash and cash equivalents
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
Non-current restricted cash is related to the Online sports betting & gaming business\u2019 obligations and includes:
\u2022cash in trusts in accordance with the French Online Gambling Regulatory Authority\u2019s requirements (\u20ac31.2\u00a0million and \u20ac22.4\u00a0million as of 31\u00a0December 2022\u00a0and 31\u00a0December 2021, respectively); and
\u2022blocked funds and guarantees related to other countries regulatory authorities\u2019 requirements, notably in Germany and Portugal, for an amount of \u20ac5.5\u00a0million and \u20ac6.0\u00a0million as of 31\u00a0December 2022\u00a0and 31\u00a0December 2021, respectively.
Current restricted cash comprised the amount of cash allocated to a liquidity agreement with a liquidity provider. Under this agreement, the liquidity provider is responsible for providing liquidity in the market for FL\u00a0Entertainment\u2019s shares, acting independently in compliance with Regulation (EU) No\u00a0596/2014 of the European Parliament and of the Council of 16\u00a0April 2014 on market abuse (the \u201cMAR\u201d) and all regulations promulgated thereunder, including but not limited to the EU Commission Delegated Regulation (EU) 2016/1052 of 8\u00a0March 2016 and the EU Commission Delegated Regulation (EU) 2016/908 of 26\u00a0February 2016, each supplementing the MAR, as well as the points of convergence established by the ESMA in relation to MAR accepted market practices on liquidity contracts, providing guidance to competent authorities on such AMP (the \u201cESMA Opinion\u201d). The parties shall ensure to comply with all applicable laws, rules and regulations in the Netherlands. When performing or effecting transactions or trade orders in the shares in the execution of this contract, the liquidity provider shall always act without interfering with orderly market operation or misleading other parties. The liquidity account has been credited with the sum of \u20ac500\u00a0thousand.
2.5.13Trade receivables
Trade Receivables on \u201cProviders\u201d
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
2.5.13Trade receivables
Trade Receivables on \u201cProviders\u201d
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
17.2Trade receivables
The breakdown of trade and other receivables as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Trade receivables, gross | \n\n 496.4 | \n\n 452.3 | \n
| \n Trade receivables from providers, gross | \n\n 13.1 | \n\n 24.8 | \n
| \n Total trade receivables, gross | \n\n 509.5 | \n\n 477.1 | \n
| \n Depreciation | \n\n (13.0) | \n\n (13.6) | \n
| \n Trade receivables, net | \n\n 496.5 | \n\n 463.6 | \n
Trade receivables from providers (payment service providers) correspond to balances in transit with the payment partners of the Group and which are repatriated to bank accounts manually or automatically. These\u00a0receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on partners.
17.3Other non-current and current assets
The breakdown of other non-current and current assets as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Trade receivables, LT | \n\n 17.8 | \n\n 19.9 | \n
| \n Income tax receivables, LT | \n\n 5.2 | \n\n 0.0 | \n
| \n Receivables from disposals of assets, LT | \n\n - | \n\n 6.9 | \n
| \n Employment-related earn-out and option, LT(1) | \n\n 0.8 | \n\n 2.0 | \n
| \n Other, LT(2) | \n\n 12.1 | \n\n 0.7 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 29.6 | \n
| \n (1)Refer to note\u00a07.3 on page 232\u00a0for more details. (2)This item comprised mainly grants and other receivables. | \n
In 2022, other long-term items mainly comprised a receivable from bet-at-home.com Entertainment Ltd (in liquidation) for an amount of \u20ac9.1 million due to various different business transactions. Due to the fact that the company is in liquidation, the uncertainty of recoverability has been taken into account in its measurement. Accordingly, the expected payments on the receivables were discounted over this period.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Tax receivables, excluding income tax | \n\n 99.2 | \n\n 64.7 | \n
| \n Grants receivables(1) | \n\n 102.2 | \n\n 95.1 | \n
| \n Income tax receivables | \n\n 10.7 | \n\n 20.4 | \n
| \n Prepaid expenses | \n\n 26.1 | \n\n 20.5 | \n
| \n Receivables from disposals of assets | \n\n 2.0 | \n\n (0.0) | \n
| \n Employment-related earn-out and option, ST(2) | \n\n 2.2 | \n\n 5.8 | \n
| \n Other(3) | \n\n 45.8 | \n\n 57.7 | \n
| \n Other current assets | \n\n 288.3 | \n\n 264.2 | \n
| \n (1)Refer to note 6 for more details. (2)Refer to note\u00a07.3\u00a0on page 232 for more details. (3)This item comprised mainly repayable advances related to co-production activities. | \n
2.5.14Commitments to purchase non-controlling interests (put options)
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements convey an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests is reclassified to other current or non-current liabilities.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
2.5.15Provisions and contingent assets and liabilities
Provisions are recorded only if the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an expenditure will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. It is accounted for as profit or loss in a dedicated line, net of any contingent reimbursement.
If the effect of the time value of money is material, provisions are discounted using a discount pre-tax rate that reflects, where appropriate, the risks specific to the obligation. When discounting, the increase in the provision due to the passage of time is recognized in net financial income (loss).
If the amount of the obligation cannot be reliably estimated, no provision is recorded and a disclosure is made in the notes to the consolidated financial statements.
Non-financial guarantees are accounted for as a contingent liability until such time it becomes probable that the Group will be required to make a payment under the guarantee.
22.2Contingent liabilities
An obligation constitutes a contingent liability if the amount cannot be estimated with sufficient reliability or if it is unlikely to result in an outflow of resources.
Betclic Everest Group received in December\u00a02021\u00a0a notice of adjustment from the French tax authorities for a total amount of \u20ac52.4\u00a0million (willful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France, for the years 2018 and 2019.
On 13\u00a0May 2022, Betclic Everest Group received (i) a rectification on the notice of adjustment from December\u00a02021, decreasing the amount of \u20ac52.4\u00a0million to \u20ac37.2\u00a0million (willful misconduct and interest for late payment included) and (ii) a new notice of adjustment from the French tax authorities for a total amount of \u20ac25.8\u00a0million (willful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France for the year 2020.
Betclic Everest Group, with the support of its legal and tax advisers, still considers the position of the tax authorities is not in conformity with various general principles of VAT, in the same way as the other online gaming operators in France that are part of the association ARJEL. Betclic Everest Group will challenge this adjustment in France, with the tax authorities and, if necessary, the French courts, but also with the Court of Justice of the European Commission if a French Court decides to make a request for a preliminary ruling. No provision relating to this litigation has been recorded.
| \n Note 27 | \n\n Off-Balance Sheet Commitments | \n
27.1Content production &\u00a0distribution business
As of 31\u00a0December 2022, the off-balance sheet commitments of the sub-group were as follows:
i)commitments given:
\u2022minimum guarantees granted by the distribution activity to third party producers for an amount of \u20ac1\u00a0million,
\u2022pledging of shares of its subsidiaries for the benefit of its noteholders and its lenders pursuant to the financing subscribed on 11\u00a0February 2020. The shares of the following companies are pledged as collateral:
\u2022Banijay Entertainment Holdings US, Inc., Banijay Media Limited (formerly Zodiak Media Limited), Banijay Rights Ltd, Banijay France S.A.S., Banijay Group US Holding, Inc., Adventure Line Productions S.A.S., H2O Productions S.A.S., Bwark Productions Limited, Banijay Production Media, Bunim-Murray Productions Inc., Bunim-Murray Productions LLC, RDF Television Limited, Castaway Television Productions Limited, Screentime Pty Limited, Mastiff A/S, Nordisk Film TV A/S,
\u2022Endemol Shine IP B.V., Banijay Benelux B.V. (formerly Endemol Shine Nederland Holding B.V.), Endemol Shine Nederland B.V., Endemol USA Holding, Inc., Truly Original LLC, Endemol Shine Australia, Shine Australia Holding Pty, Metronome Production A/S, Gestmusic Endemol SAU, Zeppelin Television SAU, Banijay Benelux Holding B.V. and Endemol Shine France SAS, and
\u2022and in the case of the Senior Secured Notes, the SUN Issuer (i.e., Banijay Group SAS) or, in the case of the Senior Notes, the SSN Issuer (i.e., Banijay entertainment);
ii)commitments received:
\u2022confirmed credit lines not drawn for an amount of \u20ac318\u00a0million.
27.2Online sports betting &\u00a0gaming business
i)Commitments given:
\u2022Betclic Group Senior Credit Facility was originally guaranteed, inter alia, by Betclic and Mangas Lov and was originally secured by first ranking pledges over Betclic Group\u00a0SAS shares and Bet-at-home shares. A release of the pledge of Betclic Group\u00a0SAS shares has been obtained as a result of the universal transmission of assets of Betclic Group\u00a0SAS in Betclic, on 31\u00a0December 2021. Additional first ranking pledges have been entered into on 25\u00a0March 2022\u00a0pursuant to which Betclic Group\u00a0SAS has granted pledges over Euro Gaming Investment S.A. shares (a Luxembourg subsidiary) and over Mangas Investment Limited (a Maltese subsidiary) shares held by Betclic Group\u00a0SAS as security for its repayment obligations under the Betclic Group Senior Credit Facility. As Mangas Lov was merged into Lov Banijay on 30 June, 2022 and as a cross-border merger of Lov Banijay into FLE, occurred as at 28 December 2022 and became effective on 20 December 2022, it being specified that the financial data of Lov Banijay will be included in the Annual Accounts of FLE for Dutch and French commercial accounting purposes and French tax purposes as from the 5 July 2022. The commitments given by Mangas Lov were then transferred to FL Entertainment,
\u2022liquidity commitment: the company Betclic Everest Group, or Financi\u00e8re Lov and Soci\u00e9t\u00e9 des Bains de Mer, concluded a liquidity commitment in 2021\u00a0with a manager who hold 5.4% of BEG\u2019s shares. This commitment is conditional on the non-occurrence of events for which the Group considers as of 31\u00a0December 2022\u00a0that their occurrence is highly probable. The probability of occurrence of these events will be re-assessed at each year end period,\u00a0and
\u2022on 13 December 2021, Betclic as borrower, Mangas Lov as guarantor, BNP Paribas, Natixis and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale as mandated lead arrangers and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale as agent and security agent entered into a bridge credit facility agreement. This agreement provides for a bridge loan facility in principal amount of \u20ac130\u00a0million and has been repaid in full on the 5\u00a0July\u00a02022 out of the proceeds of the Business Combination and cash otherwise available within the Group.
2.5.14Commitments to purchase non-controlling interests (put options)
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements convey an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests is reclassified to other current or non-current liabilities.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
| \n Note 27 | \n\n Off-Balance Sheet Commitments | \n
27.1Content production &\u00a0distribution business
As of 31\u00a0December 2022, the off-balance sheet commitments of the sub-group were as follows:
i)commitments given:
\u2022minimum guarantees granted by the distribution activity to third party producers for an amount of \u20ac1\u00a0million,
\u2022pledging of shares of its subsidiaries for the benefit of its noteholders and its lenders pursuant to the financing subscribed on 11\u00a0February 2020. The shares of the following companies are pledged as collateral:
\u2022Banijay Entertainment Holdings US, Inc., Banijay Media Limited (formerly Zodiak Media Limited), Banijay Rights Ltd, Banijay France S.A.S., Banijay Group US Holding, Inc., Adventure Line Productions S.A.S., H2O Productions S.A.S., Bwark Productions Limited, Banijay Production Media, Bunim-Murray Productions Inc., Bunim-Murray Productions LLC, RDF Television Limited, Castaway Television Productions Limited, Screentime Pty Limited, Mastiff A/S, Nordisk Film TV A/S,
\u2022Endemol Shine IP B.V., Banijay Benelux B.V. (formerly Endemol Shine Nederland Holding B.V.), Endemol Shine Nederland B.V., Endemol USA Holding, Inc., Truly Original LLC, Endemol Shine Australia, Shine Australia Holding Pty, Metronome Production A/S, Gestmusic Endemol SAU, Zeppelin Television SAU, Banijay Benelux Holding B.V. and Endemol Shine France SAS, and
\u2022and in the case of the Senior Secured Notes, the SUN Issuer (i.e., Banijay Group SAS) or, in the case of the Senior Notes, the SSN Issuer (i.e., Banijay entertainment);
ii)commitments received:
\u2022confirmed credit lines not drawn for an amount of \u20ac318\u00a0million.
27.2Online sports betting &\u00a0gaming business
i)Commitments given:
\u2022Betclic Group Senior Credit Facility was originally guaranteed, inter alia, by Betclic and Mangas Lov and was originally secured by first ranking pledges over Betclic Group\u00a0SAS shares and Bet-at-home shares. A release of the pledge of Betclic Group\u00a0SAS shares has been obtained as a result of the universal transmission of assets of Betclic Group\u00a0SAS in Betclic, on 31\u00a0December 2021. Additional first ranking pledges have been entered into on 25\u00a0March 2022\u00a0pursuant to which Betclic Group\u00a0SAS has granted pledges over Euro Gaming Investment S.A. shares (a Luxembourg subsidiary) and over Mangas Investment Limited (a Maltese subsidiary) shares held by Betclic Group\u00a0SAS as security for its repayment obligations under the Betclic Group Senior Credit Facility. As Mangas Lov was merged into Lov Banijay on 30 June, 2022 and as a cross-border merger of Lov Banijay into FLE, occurred as at 28 December 2022 and became effective on 20 December 2022, it being specified that the financial data of Lov Banijay will be included in the Annual Accounts of FLE for Dutch and French commercial accounting purposes and French tax purposes as from the 5 July 2022. The commitments given by Mangas Lov were then transferred to FL Entertainment,
\u2022liquidity commitment: the company Betclic Everest Group, or Financi\u00e8re Lov and Soci\u00e9t\u00e9 des Bains de Mer, concluded a liquidity commitment in 2021\u00a0with a manager who hold 5.4% of BEG\u2019s shares. This commitment is conditional on the non-occurrence of events for which the Group considers as of 31\u00a0December 2022\u00a0that their occurrence is highly probable. The probability of occurrence of these events will be re-assessed at each year end period,\u00a0and
\u2022on 13 December 2021, Betclic as borrower, Mangas Lov as guarantor, BNP Paribas, Natixis and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale as mandated lead arrangers and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale as agent and security agent entered into a bridge credit facility agreement. This agreement provides for a bridge loan facility in principal amount of \u20ac130\u00a0million and has been repaid in full on the 5\u00a0July\u00a02022 out of the proceeds of the Business Combination and cash otherwise available within the Group.
2.5.15Provisions and contingent assets and liabilities
Provisions are recorded only if the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an expenditure will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. It is accounted for as profit or loss in a dedicated line, net of any contingent reimbursement.
If the effect of the time value of money is material, provisions are discounted using a discount pre-tax rate that reflects, where appropriate, the risks specific to the obligation. When discounting, the increase in the provision due to the passage of time is recognized in net financial income (loss).
If the amount of the obligation cannot be reliably estimated, no provision is recorded and a disclosure is made in the notes to the consolidated financial statements.
Non-financial guarantees are accounted for as a contingent liability until such time it becomes probable that the Group will be required to make a payment under the guarantee.
Contingent liabilities are possible obligations or present obligations that cannot be measured with a sufficient reliability or that are not probable unless it is assumed in a business combination. Contingent liabilities are reviewed continuously to assess whether an outflow of resources has become probable.
3.1.3Online sports betting &\u00a0gaming business
II)Players Dispute in Bet-at-Home Sub-Group\u2019s Austrian Market
A decision of the Austrian Supreme Court confirming the actual online casino monopoly of the Austrian gaming regulation and its compliance with European law, dated 1\u00a0September 2021, triggered casino players to file legal claims to obtain the reimbursement of their gaming losses incurred with unlicensed operators in Austria. Following this decision, Bet-at-home sub-group has decided to accrue for all cases of players claiming reimbursement of their losses on the casino activity in Austria. As of 31\u00a0December 2021, the provisions thus constituted, which also include legal fees related to these disputes, amounted to \u20ac27.1\u00a0million and were recognized as non-current expenses.
As a result of the loss of control due to the winding up proceedings (winding up by the court) over bet-at-home.com Entertainment Ltd, which has been confirmed by the court on 13\u00a0May 2022, with retroactive effect from the date of the application, the Company had to be deconsolidated from the Bet-at-home sub-group (refer to note\u00a03.1.3 I on page 222), resulting in the disposal of the provision recognized as of 31\u00a0December 2021.
| \n Note 22 | \n\n Provisions and contingent liabilities | \n
22.1Provisions
The change in provisions between 1\u00a0January 2021\u00a0and 31\u00a0December 2022\u00a0were as follows:
| \n (in \u20ac million) | \n\n Commercial claims and litigation | \n\n Restructuring plan | \n\n Other | \n\n Total | \n
| \n As of 1\u00a0January 2021 | \n\n 6.4 | \n\n 15.4 | \n\n 18.3 | \n\n 40.1 | \n
| \n Movements taken to profit and loss | \n\n 23.1 | \n\n (16.2) | \n\n 4.2 | \n\n 11.1 | \n
| \n Additions | \n\n 26.5 | \n\n 2.5 | \n\n 10.6 | \n\n 39.6 | \n
| \n Releases | \n\n (3.4) | \n\n (18.8) | \n\n (6.4) | \n\n (28.6) | \n
| \n Other movements | \n\n 1.0 | \n\n 3.5 | \n\n 5.5 | \n\n 10.0 | \n
| \n Reclassifications and others | \n\n 0.9 | \n\n 3.5 | \n\n (1.0) | \n\n 3.4 | \n
| \n Translation adjustment | \n\n - | \n\n - | \n\n 0.4 | \n\n 0.4 | \n
| \n Change in scope of consolidation and other | \n\n 0.1 | \n\n - | \n\n 6.1 | \n\n 6.2 | \n
| \n As of 31\u00a0December 2021 | \n\n 30.5 | \n\n 2.6 | \n\n 28.0 | \n\n 61.1 | \n
| \n Of which non-current provisions | \n\n 4.7 | \n\n - | \n\n 17.4 | \n\n 22.0 | \n
| \n Of which current provisions | \n\n 25.8 | \n\n 2.6 | \n\n 10.6 | \n\n 39.1 | \n
| \n As of 1\u00a0January 2022 | \n\n 30.5 | \n\n 2.6 | \n\n 28.0 | \n\n 61.1 | \n
| \n Movements taken to profit and loss | \n\n 2.3 | \n\n (0.1) | \n\n 2.9 | \n\n 5.1 | \n
| \n Additions | \n\n 5.0 | \n\n 1.9 | \n\n 7.7 | \n\n 14.6 | \n
| \n Releases | \n\n (2.7) | \n\n (2.0) | \n\n (4.8) | \n\n (9.5) | \n
| \n Other movements | \n\n (17.0) | \n\n (0.0) | \n\n 1.5 | \n\n (15.5) | \n
| \n Reclassifications and others | \n\n 8.7 | \n\n - | \n\n (7.0) | \n\n 1.6 | \n
| \n Translation adjustment | \n\n (0.1) | \n\n (0.0) | \n\n (0.0) | \n\n (0.1) | \n
| \n Change in scope of consolidation and other | \n\n (25.6) | \n\n - | \n\n 8.5 | \n\n (17.1) | \n
| \n As of 31\u00a0December 2022 | \n\n 15.8 | \n\n 2.5 | \n\n 32.4 | \n\n 50.7 | \n
| \n Of which non-current provisions | \n\n 11.0 | \n\n - | \n\n 16.7 | \n\n 27.7 | \n
| \n Of which current provisions | \n\n 4.8 | \n\n 2.5 | \n\n 15.7 | \n\n 23.0 | \n
In 2021, the variation in provisions for restructuring plan is mainly related to the global reorganization plan launched in July 2020 following the ESG\u2019s acquisition, still in progress in 2021.
The variation in commercial claims and litigations in 2021\u00a0is mainly related to the provision of \u20ac24.7\u00a0million constituted (that includes \u20ac3.4\u00a0million of attorney fees) following the initiation of the ongoing legal process concerning sub-group BEG\u2019s business Bet-at-home (refer to note\u00a03.1.3 II on page 222).
In 2022, as a result of the loss of control due to the winding up proceedings (winding up by the court) over bet-at-home.com Entertainment Ltd, which has been confirmed by the court on 13\u00a0May 2022, with retroactive effect from the date of the application, the Company had to be deconsolidated from the Bet-at-home sub-group (refer to note\u00a03.1.3 I on page 222), resulting in the disposal of the provision recognized as of 31\u00a0December 2021\u00a0(refer to note\u00a03.1.3 II on page 222).
Other provisions are mainly constituted by provisions for financial losses and provisions for post-employment benefits. The variation is due to increase of the post-employment provisions related to the acquisitions occurred in the period (refer to note\u00a012.1 on page 237).
22.2Contingent liabilities
An obligation constitutes a contingent liability if the amount cannot be estimated with sufficient reliability or if it is unlikely to result in an outflow of resources.
Betclic Everest Group received in December\u00a02021\u00a0a notice of adjustment from the French tax authorities for a total amount of \u20ac52.4\u00a0million (willful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France, for the years 2018 and 2019.
On 13\u00a0May 2022, Betclic Everest Group received (i) a rectification on the notice of adjustment from December\u00a02021, decreasing the amount of \u20ac52.4\u00a0million to \u20ac37.2\u00a0million (willful misconduct and interest for late payment included) and (ii) a new notice of adjustment from the French tax authorities for a total amount of \u20ac25.8\u00a0million (willful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France for the year 2020.
Betclic Everest Group, with the support of its legal and tax advisers, still considers the position of the tax authorities is not in conformity with various general principles of VAT, in the same way as the other online gaming operators in France that are part of the association ARJEL. Betclic Everest Group will challenge this adjustment in France, with the tax authorities and, if necessary, the French courts, but also with the Court of Justice of the European Commission if a French Court decides to make a request for a preliminary ruling. No provision relating to this litigation has been recorded.
2.5.15Provisions and contingent assets and liabilities
Provisions are recorded only if the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an expenditure will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. It is accounted for as profit or loss in a dedicated line, net of any contingent reimbursement.
If the effect of the time value of money is material, provisions are discounted using a discount pre-tax rate that reflects, where appropriate, the risks specific to the obligation. When discounting, the increase in the provision due to the passage of time is recognized in net financial income (loss).
If the amount of the obligation cannot be reliably estimated, no provision is recorded and a disclosure is made in the notes to the consolidated financial statements.
Non-financial guarantees are accounted for as a contingent liability until such time it becomes probable that the Group will be required to make a payment under the guarantee.
Contingent liabilities are possible obligations or present obligations that cannot be measured with a sufficient reliability or that are not probable unless it is assumed in a business combination. Contingent liabilities are reviewed continuously to assess whether an outflow of resources has become probable.
2.5.15Provisions and contingent assets and liabilities
Provisions are recorded only if the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an expenditure will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. It is accounted for as profit or loss in a dedicated line, net of any contingent reimbursement.
If the effect of the time value of money is material, provisions are discounted using a discount pre-tax rate that reflects, where appropriate, the risks specific to the obligation. When discounting, the increase in the provision due to the passage of time is recognized in net financial income (loss).
If the amount of the obligation cannot be reliably estimated, no provision is recorded and a disclosure is made in the notes to the consolidated financial statements.
Non-financial guarantees are accounted for as a contingent liability until such time it becomes probable that the Group will be required to make a payment under the guarantee.
2.5.16Pensions and other post-employment benefits
The Group\u2019s obligations under defined benefit pension plans and other post-employment benefit plans are computed by independent actuaries using the projected unit credit method. The actuarial valuation involves making assumptions such as discount rates, retirement date, staff turnover, future increases of wages, mortality rates and future pension increases.
The effect of discounting of the provision are presented in the net financial income (loss).
For these post-employment benefit plans, the actuarial gains and losses are immediately and entirely recognized in other comprehensive income with no possibility of recycling in the income statement. Past service costs are immediately and fully recorded in the income statement on acquired rights as well as on future entitlements.
2.5.15Provisions and contingent assets and liabilities
Provisions are recorded only if the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an expenditure will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. It is accounted for as profit or loss in a dedicated line, net of any contingent reimbursement.
If the effect of the time value of money is material, provisions are discounted using a discount pre-tax rate that reflects, where appropriate, the risks specific to the obligation. When discounting, the increase in the provision due to the passage of time is recognized in net financial income (loss).
If the amount of the obligation cannot be reliably estimated, no provision is recorded and a disclosure is made in the notes to the consolidated financial statements.
Non-financial guarantees are accounted for as a contingent liability until such time it becomes probable that the Group will be required to make a payment under the guarantee.
22.2Contingent liabilities
An obligation constitutes a contingent liability if the amount cannot be estimated with sufficient reliability or if it is unlikely to result in an outflow of resources.
Betclic Everest Group received in December\u00a02021\u00a0a notice of adjustment from the French tax authorities for a total amount of \u20ac52.4\u00a0million (willful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France, for the years 2018 and 2019.
On 13\u00a0May 2022, Betclic Everest Group received (i) a rectification on the notice of adjustment from December\u00a02021, decreasing the amount of \u20ac52.4\u00a0million to \u20ac37.2\u00a0million (willful misconduct and interest for late payment included) and (ii) a new notice of adjustment from the French tax authorities for a total amount of \u20ac25.8\u00a0million (willful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France for the year 2020.
Betclic Everest Group, with the support of its legal and tax advisers, still considers the position of the tax authorities is not in conformity with various general principles of VAT, in the same way as the other online gaming operators in France that are part of the association ARJEL. Betclic Everest Group will challenge this adjustment in France, with the tax authorities and, if necessary, the French courts, but also with the Court of Justice of the European Commission if a French Court decides to make a request for a preliminary ruling. No provision relating to this litigation has been recorded.
2.5.15Provisions and contingent assets and liabilities
Provisions are recorded only if the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an expenditure will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. It is accounted for as profit or loss in a dedicated line, net of any contingent reimbursement.
If the effect of the time value of money is material, provisions are discounted using a discount pre-tax rate that reflects, where appropriate, the risks specific to the obligation. When discounting, the increase in the provision due to the passage of time is recognized in net financial income (loss).
If the amount of the obligation cannot be reliably estimated, no provision is recorded and a disclosure is made in the notes to the consolidated financial statements.
Non-financial guarantees are accounted for as a contingent liability until such time it becomes probable that the Group will be required to make a payment under the guarantee.
2.5.16Pensions and other post-employment benefits
The Group\u2019s obligations under defined benefit pension plans and other post-employment benefit plans are computed by independent actuaries using the projected unit credit method. The actuarial valuation involves making assumptions such as discount rates, retirement date, staff turnover, future increases of wages, mortality rates and future pension increases.
The effect of discounting of the provision are presented in the net financial income (loss).
For these post-employment benefit plans, the actuarial gains and losses are immediately and entirely recognized in other comprehensive income with no possibility of recycling in the income statement. Past service costs are immediately and fully recorded in the income statement on acquired rights as well as on future entitlements.
3.1.3Online sports betting &\u00a0gaming business
II)Players Dispute in Bet-at-Home Sub-Group\u2019s Austrian Market
A decision of the Austrian Supreme Court confirming the actual online casino monopoly of the Austrian gaming regulation and its compliance with European law, dated 1\u00a0September 2021, triggered casino players to file legal claims to obtain the reimbursement of their gaming losses incurred with unlicensed operators in Austria. Following this decision, Bet-at-home sub-group has decided to accrue for all cases of players claiming reimbursement of their losses on the casino activity in Austria. As of 31\u00a0December 2021, the provisions thus constituted, which also include legal fees related to these disputes, amounted to \u20ac27.1\u00a0million and were recognized as non-current expenses.
As a result of the loss of control due to the winding up proceedings (winding up by the court) over bet-at-home.com Entertainment Ltd, which has been confirmed by the court on 13\u00a0May 2022, with retroactive effect from the date of the application, the Company had to be deconsolidated from the Bet-at-home sub-group (refer to note\u00a03.1.3 I on page 222), resulting in the disposal of the provision recognized as of 31\u00a0December 2021.
3.2.3Online sports betting &\u00a0gaming business
I)Players dispute in Bet-at-Home sub-group\u2019s Austrian market
The description and the impact of this event is described in note 3.1.3 II on page 222.
22.1Provisions
The change in provisions between 1\u00a0January 2021\u00a0and 31\u00a0December 2022\u00a0were as follows:
| \n (in \u20ac million) | \n\n Commercial claims and litigation | \n\n Restructuring plan | \n\n Other | \n\n Total | \n
| \n As of 1\u00a0January 2021 | \n\n 6.4 | \n\n 15.4 | \n\n 18.3 | \n\n 40.1 | \n
| \n Movements taken to profit and loss | \n\n 23.1 | \n\n (16.2) | \n\n 4.2 | \n\n 11.1 | \n
| \n Additions | \n\n 26.5 | \n\n 2.5 | \n\n 10.6 | \n\n 39.6 | \n
| \n Releases | \n\n (3.4) | \n\n (18.8) | \n\n (6.4) | \n\n (28.6) | \n
| \n Other movements | \n\n 1.0 | \n\n 3.5 | \n\n 5.5 | \n\n 10.0 | \n
| \n Reclassifications and others | \n\n 0.9 | \n\n 3.5 | \n\n (1.0) | \n\n 3.4 | \n
| \n Translation adjustment | \n\n - | \n\n - | \n\n 0.4 | \n\n 0.4 | \n
| \n Change in scope of consolidation and other | \n\n 0.1 | \n\n - | \n\n 6.1 | \n\n 6.2 | \n
| \n As of 31\u00a0December 2021 | \n\n 30.5 | \n\n 2.6 | \n\n 28.0 | \n\n 61.1 | \n
| \n Of which non-current provisions | \n\n 4.7 | \n\n - | \n\n 17.4 | \n\n 22.0 | \n
| \n Of which current provisions | \n\n 25.8 | \n\n 2.6 | \n\n 10.6 | \n\n 39.1 | \n
| \n As of 1\u00a0January 2022 | \n\n 30.5 | \n\n 2.6 | \n\n 28.0 | \n\n 61.1 | \n
| \n Movements taken to profit and loss | \n\n 2.3 | \n\n (0.1) | \n\n 2.9 | \n\n 5.1 | \n
| \n Additions | \n\n 5.0 | \n\n 1.9 | \n\n 7.7 | \n\n 14.6 | \n
| \n Releases | \n\n (2.7) | \n\n (2.0) | \n\n (4.8) | \n\n (9.5) | \n
| \n Other movements | \n\n (17.0) | \n\n (0.0) | \n\n 1.5 | \n\n (15.5) | \n
| \n Reclassifications and others | \n\n 8.7 | \n\n - | \n\n (7.0) | \n\n 1.6 | \n
| \n Translation adjustment | \n\n (0.1) | \n\n (0.0) | \n\n (0.0) | \n\n (0.1) | \n
| \n Change in scope of consolidation and other | \n\n (25.6) | \n\n - | \n\n 8.5 | \n\n (17.1) | \n
| \n As of 31\u00a0December 2022 | \n\n 15.8 | \n\n 2.5 | \n\n 32.4 | \n\n 50.7 | \n
| \n Of which non-current provisions | \n\n 11.0 | \n\n - | \n\n 16.7 | \n\n 27.7 | \n
| \n Of which current provisions | \n\n 4.8 | \n\n 2.5 | \n\n 15.7 | \n\n 23.0 | \n
In 2021, the variation in provisions for restructuring plan is mainly related to the global reorganization plan launched in July 2020 following the ESG\u2019s acquisition, still in progress in 2021.
The variation in commercial claims and litigations in 2021\u00a0is mainly related to the provision of \u20ac24.7\u00a0million constituted (that includes \u20ac3.4\u00a0million of attorney fees) following the initiation of the ongoing legal process concerning sub-group BEG\u2019s business Bet-at-home (refer to note\u00a03.1.3 II on page 222).
In 2022, as a result of the loss of control due to the winding up proceedings (winding up by the court) over bet-at-home.com Entertainment Ltd, which has been confirmed by the court on 13\u00a0May 2022, with retroactive effect from the date of the application, the Company had to be deconsolidated from the Bet-at-home sub-group (refer to note\u00a03.1.3 I on page 222), resulting in the disposal of the provision recognized as of 31\u00a0December 2021\u00a0(refer to note\u00a03.1.3 II on page 222).
Other provisions are mainly constituted by provisions for financial losses and provisions for post-employment benefits. The variation is due to increase of the post-employment provisions related to the acquisitions occurred in the period (refer to note\u00a012.1 on page 237).
2.5.16Pensions and other post-employment benefits
The Group\u2019s obligations under defined benefit pension plans and other post-employment benefit plans are computed by independent actuaries using the projected unit credit method. The actuarial valuation involves making assumptions such as discount rates, retirement date, staff turnover, future increases of wages, mortality rates and future pension increases.
The effect of discounting of the provision are presented in the net financial income (loss).
For these post-employment benefit plans, the actuarial gains and losses are immediately and entirely recognized in other comprehensive income with no possibility of recycling in the income statement. Past service costs are immediately and fully recorded in the income statement on acquired rights as well as on future entitlements.
2.5.17Employees long-term incentive plans
The Group issued long-term incentive plans (LTIP). They are mostly based on the value created during a defined period, in accordance with formulas mostly based on operating indicators (such as EBITDA). Some of them are settled in shares but are supplemented by a liquidity agreement granted by the Group. The others are settled in cash. Depending on the plans\u2019 terms and conditions, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives. These plans are subject to service conditions.
A liability is recognized for the services acquired over the vesting period based on the valuation of the liability. At each reporting date until the liability is settled, and at the date of settlement, the value of the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
2.5.18Employee benefits resulting from a business acquisition arrangement
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognized as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives:
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognized for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognized as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
2.5.16Pensions and other post-employment benefits
The Group\u2019s obligations under defined benefit pension plans and other post-employment benefit plans are computed by independent actuaries using the projected unit credit method. The actuarial valuation involves making assumptions such as discount rates, retirement date, staff turnover, future increases of wages, mortality rates and future pension increases.
The effect of discounting of the provision are presented in the net financial income (loss).
For these post-employment benefit plans, the actuarial gains and losses are immediately and entirely recognized in other comprehensive income with no possibility of recycling in the income statement. Past service costs are immediately and fully recorded in the income statement on acquired rights as well as on future entitlements.
2.5.17Employees long-term incentive plans
The Group issued long-term incentive plans (LTIP). They are mostly based on the value created during a defined period, in accordance with formulas mostly based on operating indicators (such as EBITDA). Some of them are settled in shares but are supplemented by a liquidity agreement granted by the Group. The others are settled in cash. Depending on the plans\u2019 terms and conditions, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives. These plans are subject to service conditions.
A liability is recognized for the services acquired over the vesting period based on the valuation of the liability. At each reporting date until the liability is settled, and at the date of settlement, the value of the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
2.5.18Employee benefits resulting from a business acquisition arrangement
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognized as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives:
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognized for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognized as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
| \n Note 7 | \n\n Staff costs | \n
7.1Payroll
Payroll costs are broken down as follows in 2022\u00a0and 2021:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Employee remuneration and social security costs | \n\n (1,283.8) | \n\n (1,093.5) | \n
| \n Post-employment benefit \u2013\u00a0Defined benefit obligation | \n\n (0.9) | \n\n (0.3) | \n
| \n Employee benefits LTIP | \n\n (127.3) | \n\n (294.2) | \n
| \n Employment-related earn-out and option expenses | \n\n (20.2) | \n\n (13.8) | \n
| \n Other employee benefits | \n\n (2.4) | \n\n (1.6) | \n
| \n STAFF COSTS | \n\n (1,434.7) | \n\n (1,403.4) | \n
The increase in personnel expenses between periods is mainly explained by an increase of staff costs and long-term incentive plans (LTIP) charges in the Content production & distribution business following the remeasurement of BGH shares and renegotiation of certain plans, balanced by a reduction of long-term incentive plans (LTIP) charges in the Online sports betting & gaming segment due to a reassessment of certain plans occurred in December 2021.
7.2Employee benefits long-term incentive plans
Certain employees of the Group benefit from several long-term incentive plans (LTIP) whose goal is to share the created value by the Group or one of its subsidiaries. Some of them are settled in shares but are supplemented by a liquidity agreement granted by the relevant intermediate business unit holding, while the remaining are settled in cash. In accordance with IFRS\u00a02, all plans are classified as cash-settled share-based payment transactions.
7.2.1Description of the on-going plans
At Banijay\u2019s level, the Group issues to key management free share plans (AGA) and share purchase Warrants (BSA).
In addition, Banijay issues phantom shares plans to certain Directors and employees that require the sub-group to pay the intrinsic value of the phantom shares to the employee at the date of exercise. A summary of the plans\u2019 characteristics is presented below:
| \n Plan | \n\n Conditions | \n\n End of vesting period | \n
| \n Free Share plans (AGA) | \n\n Presence and performance | \n\n 2023, 2024, 2025, 2026, 2027, 2029 | \n
| \n Share purchase Warrants (BSA) | \n\n Presence and performance | \n\n 2025 | \n
| \n Phantom shares | \n\n Presence and performance | \n\n 2023, 2024 and 2028 | \n
| \n Other | \n\n Presence and performance | \n\n 2024, 2025, 2034 | \n
At BEG\u2019s level, there are LTI plans and equity instruments that were assimilated to compensation received for goods and services rendered (cash-settled plans) issued to certain managers and employees. The plans regarding each type are summarized below:
| \n Plan | \n\n Attribution date | \n\n Conditions | \n\n End of vesting period | \n
| \n LTIP A | \n\n 2018\u00a0and 2019 | \n\n Presence and Performance | \n\n 2023 | \n
| \n LTIP B | \n\n 2018\u00a0and 2019 | \n\n Presence and Performance | \n\n 2021 | \n
| \n LTIP C | \n\n 2020\u00a0and 2021 | \n\n Presence and Performance | \n\n 2023 | \n
| \n Preferred shares(1) | \n\n \n | \n\n \n | \n\n \n | \n
| \n \u2022Prior to 2021 | \n\n 2018 | \n\n Presence and Performance | \n\n 2018, 2019\u00a0and 2022 | \n
| \n \u2022In 2021 | \n\n 2018, renegotiated in 2021 | \n\n Performance | \n\n 2022, 2021 | \n
| \n (1)Initially, the preferred shares granted were supplemented with a liquidity agreement. Thus, the plan qualified as a cash-settled plan. Since 2021, based on the agreement signed on November 2021 (refer to note 3.2.3 III on page 223), the vesting period was revised, and a portion of the plan has been requalified as an equity-settled plan. At that date, the plan amounted to \u20ac234.6 million, of which \u20ac126.3 million was considered as cash settled (cash settlement, of which \u20ac63.3 million has been paid in 2021 and \u20ac63 million has been paid in 2022) and \u20ac108.4 million was considered as equity settled, recognized in Group\u2019s equity. The expense recognized in the P&L regarding the remeasurement of the plan amounted to \u20ac208.9\u00a0million. | \n
The Group measured the liability at fair value at the closing date using the same calculation methodology as at the previous closing and based on:
\u2022updated budget forecasts based on the budget and the business plan adopted as part of the impairment tests;
\u2022assumptions such as the discount rate (9.85% for BEG and 9.51% for Banijay in 2022) and the discounts in connection with the contractual clauses of good and bad leaver updated compared to the previous closing.
7.2.2Measurement of the plans
The Group has recorded liabilities of \u20ac227.9\u00a0million as of 31\u00a0December 2022\u00a0(\u20ac205.6\u00a0million as of 31\u00a0December 2021). The Group recorded total expenses of \u20ac127.3\u00a0million for the period ended 31\u00a0December 2022, compared to \u20ac294.2\u00a0million for the period ended 31\u00a0December 2021. The variation mainly is explained:
\u2022by a reduction of the expenses for an amount of \u2011\u20ac208.8\u00a0million for Betclic due to the effect of the preferred shares plan for which the revised vesting period in accordance with the agreement signed on November 2021 (refer to note 3.2.3 III on page 223) ended in December 2021, partially offset ; and
\u2022by an increase in the expenses related to Banijay\u2019s plans for an amount of \u20ac41.9\u00a0million due to the reassessment of the Banijay Group\u2019s shares (refer to note\u00a03.1.2 on page 222) compared to \u20ac48.8\u00a0million last year.
The cash outflows in regards with LTIP amounted to \u2011\u20ac107.0\u00a0million for the period ended 31\u00a0December 2022, compared to -\u20ac99.6\u00a0million for the period ended 31\u00a0December 2021.
7.3Employee benefits obligation resulting from a business acquisition arrangement
The balances of the employee benefits resulting from a business acquisition arrangement are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Current assets | \n\n (3.0) | \n\n (5.8) | \n
| \n Non-current assets | \n\n (0.8) | \n\n (2.0) | \n
| \n Current liabilities | \n\n 10.3 | \n\n 6.4 | \n
| \n Non-current liabilities | \n\n 31.1 | \n\n 19.0 | \n
| \n Employment-related earn-out and option obligation (net) | \n\n 38.4 | \n\n 17.6 | \n
The movements in the employment-related earn-out and option obligation (net) over the years are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Balance as of 1\u00a0January | \n\n 17.6 | \n\n 13.8 | \n
| \n Service costs | \n\n 20.2 | \n\n 13.8 | \n
| \n Interest expense | \n\n 2.4 | \n\n 1.8 | \n
| \n Benefits paid | \n\n (3.3) | \n\n (10.8) | \n
| \n Change in scope | \n\n 2.2 | \n\n (1.6) | \n
| \n Translation adjustments and other movements | \n\n (0.6) | \n\n 0.6 | \n
| \n Balance as of 31\u00a0December | \n\n 38.4 | \n\n 17.6 | \n
Benefits are based on contractual formulas and computed based on business plans as validated by the business units.
17.5Other non-current and current liabilities
Other non-current liabilities as of 31\u00a0December 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Long-term liabilities on non-controlling interest | \n\n 164.1 | \n\n 132.5 | \n
| \n Employee-related long-term incentives(1) | \n\n 213.6 | \n\n 109.0 | \n
| \n Employment-related earn-out and option obligation, LT(2) | \n\n 31.1 | \n\n 19.0 | \n
| \n Income tax liabilities (NC) | \n\n - | \n\n - | \n
| \n Other non-current liabilities(3) | \n\n 32.4 | \n\n 31.3 | \n
| \n Other non-current liabilities | \n\n 441.3 | \n\n 291.7 | \n
| \n (1)Refer to note 7.2 on page 231 for more details. (2)Refer to note 7.3 on page 232 for more details. (3)Included mainly debts to right owners and other payables. | \n
Other current liabilities as of 31\u00a0December 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Employee-related payables (accruals for paid leave, bonuses and other) | \n\n 107.8 | \n\n 88.3 | \n
| \n National, regional and local taxes other than gaming tax and income tax | \n\n 98.8 | \n\n 79.0 | \n
| \n Short-term liabilities on non-controlling interest | \n\n 73.1 | \n\n 71.6 | \n
| \n Gaming tax liabilities | \n\n 39.9 | \n\n 36.4 | \n
| \n Income tax liabilities | \n\n 51.6 | \n\n 41.1 | \n
| \n Employee-related long-term incentives, current(1) | \n\n 14.3 | \n\n 96.6 | \n
| \n Employment-related earn-out and option obligation, ST(2) | \n\n 10.3 | \n\n 6.4 | \n
| \n Payable on fixed asset purchase | \n\n 1.0 | \n\n 2.3 | \n
| \n Other current liabilities(3) | \n\n 29.7 | \n\n 34.9 | \n
| \n Other current liabilities | \n\n 426.6 | \n\n 456.8 | \n
| \n (1)Refer to note 7.2 on page 231 for more details. (2)Refer to note 7.3 on page 232 for more details. (3)This caption comprises mainly debt to right owners. | \n
Employees-related long-term incentives include cash-settled share-based payment liability (refer to note\u00a07.2 on page 231). These liabilities were also impacted by the upward reassessment of the Banijay Group\u2019s shares (refer to note\u00a03.1.2 on page 222). The variation in the current liabilities regarding employee-related long-term incentives is mainly related to the settlement of a Betclic\u2019s plan.
Liabilities on non-controlling interests reflect the commitments to purchase non-controlling interests amounts as well as the liabilities regarding contingent consideration arrangement on business acquisitions. The Group estimates these debts based on contractual agreements and using assumptions on future profits. The present value of the scheduled cash outflows is computed using a discount rate.
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Liabilities on non-controlling interests as of 1\u00a0January | \n\n 204.1 | \n\n 226.9 | \n
| \n Scope entry | \n\n 18.0 | \n\n 15.2 | \n
| \n Remeasurement through P&L | \n\n 93.1 | \n\n (16.4) | \n
| \n Repayments | \n\n (15.4) | \n\n (22.4) | \n
| \n Scope exit | \n\n - | \n\n - | \n
| \n Translation differences | \n\n (0.7) | \n\n 1.1 | \n
| \n Reclassification and others | \n\n (62.0) | \n\n (0.5) | \n
| \n Liabilities on non-controlling interests as of 31\u00a0December | \n\n 237.2 | \n\n 204.1 | \n
| \n Of which current | \n\n 73.1 | \n\n 71.6 | \n
| \n Of which non-current | \n\n 164.1 | \n\n 132.5 | \n
The remeasurement is mainly driven by the upward reassessment of the Banijay Group's shares (refer to note\u00a03.1.2 on page 222). Reclassification and others caption includes the reversal of Marco Bassetti\u2019s put options recognized in equity (refer to notes\u00a03.1.1 II i) and 18 on pages 220 and 250) following the contribution of its BG\u2019s shares to FL\u00a0Entertainment in exchange for Ordinary Shares.
2.5.17Employees long-term incentive plans
The Group issued long-term incentive plans (LTIP). They are mostly based on the value created during a defined period, in accordance with formulas mostly based on operating indicators (such as EBITDA). Some of them are settled in shares but are supplemented by a liquidity agreement granted by the Group. The others are settled in cash. Depending on the plans\u2019 terms and conditions, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives. These plans are subject to service conditions.
A liability is recognized for the services acquired over the vesting period based on the valuation of the liability. At each reporting date until the liability is settled, and at the date of settlement, the value of the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
2.5.18Employee benefits resulting from a business acquisition arrangement
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognized as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives:
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognized for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognized as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
3.2.2Content production &\u00a0distribution business
II)Long-term incentive plan
Following Endemol Shine Group\u2019s (ESG) acquisition, a new long-term incentive plan (LTIP) was implemented in 2021. The plan consisted of a cash-settled share-based payment and had two vesting periods: a first period of 4\u00a0years (2021-2024) and a second period of 8\u00a0years (2021-2028). The objective of this plan was to retain key talents for the Group.
This new LTIP started on January\u00a02021. At the end of the period, the vested portion of the plan was recognized proportionately based on expected 2021\u00a0performance\u00a0of the entities.
Banijay\u2019s phantom shares LTIP implemented in 2017\u00a0were terminated accordingly, after which the beneficiaries still employed in the Group were offered to join the new LTIP. As a consequence, former Banijay\u2019s phantom shares LTIP have not been reassessed since 31\u00a0December 2020, except (a) for certain employees who did not elect to join the new plan, and (b) the remaining acquired phantom shares that have been revalued based on Banijay Group\u2019s shares market value at year end.
3.2.3Online sports betting &\u00a0gaming business
III)Share-based payments: new agreement
An agreement between a manager, Betclic Everest Group and other shareholders (SBM International and Mangas Lov) was signed on 17\u00a0November 2021. To reflect this agreement in accordance with IFRS\u00a02, Betclic recognized an expense for an amount of \u20ac208.9\u00a0million, bringing the total value of the plan to \u20ac234.6\u00a0million, of which \u20ac126.3\u00a0million was considered as cash settled (cash settlement, of which \u20ac63.3\u00a0million has been paid in 2021) and \u20ac108.4\u00a0million was considered as equity settled (compensation in ordinary shares of Betclic Everest Group), recognized in Group\u2019s equity.
| \n Note 7 | \n\n Staff costs | \n
7.1Payroll
Payroll costs are broken down as follows in 2022\u00a0and 2021:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Employee remuneration and social security costs | \n\n (1,283.8) | \n\n (1,093.5) | \n
| \n Post-employment benefit \u2013\u00a0Defined benefit obligation | \n\n (0.9) | \n\n (0.3) | \n
| \n Employee benefits LTIP | \n\n (127.3) | \n\n (294.2) | \n
| \n Employment-related earn-out and option expenses | \n\n (20.2) | \n\n (13.8) | \n
| \n Other employee benefits | \n\n (2.4) | \n\n (1.6) | \n
| \n STAFF COSTS | \n\n (1,434.7) | \n\n (1,403.4) | \n
The increase in personnel expenses between periods is mainly explained by an increase of staff costs and long-term incentive plans (LTIP) charges in the Content production & distribution business following the remeasurement of BGH shares and renegotiation of certain plans, balanced by a reduction of long-term incentive plans (LTIP) charges in the Online sports betting & gaming segment due to a reassessment of certain plans occurred in December 2021.
7.2Employee benefits long-term incentive plans
Certain employees of the Group benefit from several long-term incentive plans (LTIP) whose goal is to share the created value by the Group or one of its subsidiaries. Some of them are settled in shares but are supplemented by a liquidity agreement granted by the relevant intermediate business unit holding, while the remaining are settled in cash. In accordance with IFRS\u00a02, all plans are classified as cash-settled share-based payment transactions.
7.2.1Description of the on-going plans
At Banijay\u2019s level, the Group issues to key management free share plans (AGA) and share purchase Warrants (BSA).
In addition, Banijay issues phantom shares plans to certain Directors and employees that require the sub-group to pay the intrinsic value of the phantom shares to the employee at the date of exercise. A summary of the plans\u2019 characteristics is presented below:
| \n Plan | \n\n Conditions | \n\n End of vesting period | \n
| \n Free Share plans (AGA) | \n\n Presence and performance | \n\n 2023, 2024, 2025, 2026, 2027, 2029 | \n
| \n Share purchase Warrants (BSA) | \n\n Presence and performance | \n\n 2025 | \n
| \n Phantom shares | \n\n Presence and performance | \n\n 2023, 2024 and 2028 | \n
| \n Other | \n\n Presence and performance | \n\n 2024, 2025, 2034 | \n
At BEG\u2019s level, there are LTI plans and equity instruments that were assimilated to compensation received for goods and services rendered (cash-settled plans) issued to certain managers and employees. The plans regarding each type are summarized below:
| \n Plan | \n\n Attribution date | \n\n Conditions | \n\n End of vesting period | \n
| \n LTIP A | \n\n 2018\u00a0and 2019 | \n\n Presence and Performance | \n\n 2023 | \n
| \n LTIP B | \n\n 2018\u00a0and 2019 | \n\n Presence and Performance | \n\n 2021 | \n
| \n LTIP C | \n\n 2020\u00a0and 2021 | \n\n Presence and Performance | \n\n 2023 | \n
| \n Preferred shares(1) | \n\n \n | \n\n \n | \n\n \n | \n
| \n \u2022Prior to 2021 | \n\n 2018 | \n\n Presence and Performance | \n\n 2018, 2019\u00a0and 2022 | \n
| \n \u2022In 2021 | \n\n 2018, renegotiated in 2021 | \n\n Performance | \n\n 2022, 2021 | \n
| \n (1)Initially, the preferred shares granted were supplemented with a liquidity agreement. Thus, the plan qualified as a cash-settled plan. Since 2021, based on the agreement signed on November 2021 (refer to note 3.2.3 III on page 223), the vesting period was revised, and a portion of the plan has been requalified as an equity-settled plan. At that date, the plan amounted to \u20ac234.6 million, of which \u20ac126.3 million was considered as cash settled (cash settlement, of which \u20ac63.3 million has been paid in 2021 and \u20ac63 million has been paid in 2022) and \u20ac108.4 million was considered as equity settled, recognized in Group\u2019s equity. The expense recognized in the P&L regarding the remeasurement of the plan amounted to \u20ac208.9\u00a0million. | \n
The Group measured the liability at fair value at the closing date using the same calculation methodology as at the previous closing and based on:
\u2022updated budget forecasts based on the budget and the business plan adopted as part of the impairment tests;
\u2022assumptions such as the discount rate (9.85% for BEG and 9.51% for Banijay in 2022) and the discounts in connection with the contractual clauses of good and bad leaver updated compared to the previous closing.
7.2.2Measurement of the plans
The Group has recorded liabilities of \u20ac227.9\u00a0million as of 31\u00a0December 2022\u00a0(\u20ac205.6\u00a0million as of 31\u00a0December 2021). The Group recorded total expenses of \u20ac127.3\u00a0million for the period ended 31\u00a0December 2022, compared to \u20ac294.2\u00a0million for the period ended 31\u00a0December 2021. The variation mainly is explained:
\u2022by a reduction of the expenses for an amount of \u2011\u20ac208.8\u00a0million for Betclic due to the effect of the preferred shares plan for which the revised vesting period in accordance with the agreement signed on November 2021 (refer to note 3.2.3 III on page 223) ended in December 2021, partially offset ; and
\u2022by an increase in the expenses related to Banijay\u2019s plans for an amount of \u20ac41.9\u00a0million due to the reassessment of the Banijay Group\u2019s shares (refer to note\u00a03.1.2 on page 222) compared to \u20ac48.8\u00a0million last year.
The cash outflows in regards with LTIP amounted to \u2011\u20ac107.0\u00a0million for the period ended 31\u00a0December 2022, compared to -\u20ac99.6\u00a0million for the period ended 31\u00a0December 2021.
7.3Employee benefits obligation resulting from a business acquisition arrangement
The balances of the employee benefits resulting from a business acquisition arrangement are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Current assets | \n\n (3.0) | \n\n (5.8) | \n
| \n Non-current assets | \n\n (0.8) | \n\n (2.0) | \n
| \n Current liabilities | \n\n 10.3 | \n\n 6.4 | \n
| \n Non-current liabilities | \n\n 31.1 | \n\n 19.0 | \n
| \n Employment-related earn-out and option obligation (net) | \n\n 38.4 | \n\n 17.6 | \n
The movements in the employment-related earn-out and option obligation (net) over the years are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Balance as of 1\u00a0January | \n\n 17.6 | \n\n 13.8 | \n
| \n Service costs | \n\n 20.2 | \n\n 13.8 | \n
| \n Interest expense | \n\n 2.4 | \n\n 1.8 | \n
| \n Benefits paid | \n\n (3.3) | \n\n (10.8) | \n
| \n Change in scope | \n\n 2.2 | \n\n (1.6) | \n
| \n Translation adjustments and other movements | \n\n (0.6) | \n\n 0.6 | \n
| \n Balance as of 31\u00a0December | \n\n 38.4 | \n\n 17.6 | \n
Benefits are based on contractual formulas and computed based on business plans as validated by the business units.
18.3Share-based payment
In 2021, the share-based payment is related to the ordinary shares of Betclic Everest Group delivered in regards with the agreement between a minority shareholder, Betclic Everest Group and other shareholders (SBM International and Mangas Lov) signed on 17\u00a0December\u00a02021 (refer to 3.2.2 II on page 223).
2.5.17Employees long-term incentive plans
The Group issued long-term incentive plans (LTIP). They are mostly based on the value created during a defined period, in accordance with formulas mostly based on operating indicators (such as EBITDA). Some of them are settled in shares but are supplemented by a liquidity agreement granted by the Group. The others are settled in cash. Depending on the plans\u2019 terms and conditions, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives. These plans are subject to service conditions.
A liability is recognized for the services acquired over the vesting period based on the valuation of the liability. At each reporting date until the liability is settled, and at the date of settlement, the value of the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
2.5.18Employee benefits resulting from a business acquisition arrangement
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognized as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognized in accordance with IFRS\u00a02 Cash-Settled Share-Based Payment or IAS\u00a019 Long-Term Incentives:
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognized for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognized as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
2.5.19Revenue
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control of a product or service to a customer.
The revenue from ordinary activities is recognized as soon as the economic benefits of the transaction will probably benefit the Group, the amount is reliably measured, and it is likely the amount of the transaction will be recovered.
Revenue from the two businesses and their specificities are explained below.
Revenue Recognition for the Content Production &\u00a0Distribution Business
Revenue recognition is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognized either when the performance obligation in the contract has been performed (\u201cpoint in time\u201d recognition) or \u201cover time\u201d as control of the performance obligation is transferred to the customer.
Customer contracts can have a wide variety of performance obligations, from production contracts to format licenses and distribution activities. For these contracts, each performance obligation is identified and evaluated.
The transaction price, being the amount to which the Group expects to be entitled and has rights to under the contract is allocated to the identified performance obligations. The transaction price will also include an estimate of any variable consideration where the Group\u2019s performance may result in additional revenue based on the achievement of agreed targets such as audience targets. Variable consideration is not recognized until the performance obligations are met.
Production revenue from producing television programs
Production revenue is recognized when the programs are delivered to the client. Standard criteria to establish revenue recognition are:
\u2022in most cases, client\u2019s acceptance document (i.e., delivery notice signed/approved by the client\u2026);
\u2022delivery of a certain number of episodes.
In case of partial delivery of the same program over several periods of time (series,\u00a0etc.), revenue, costs and margin are recognized according to episodic deliveries. Production revenue do not include grants, subsidies and co-producers\u2019 contributions. These are presented as a reduction of cost of sales.
Distribution revenue from the sale of finished programs and formats
Distribution revenue is recognized when the rights are transferred to the client:
\u2022based on a signed contract or a deal memo;
\u2022when the related rights are opened; and
\u2022for the full revenue (revenue are not spread over the licensing period), as it is an access to right since there is limited ongoing involvement in the use of the license following its transfer to the customer.
Minimum guaranteed revenue is recognized as revenue when the above criteria are met, and further variable payments are recognized when highly probable.
Revenue from music rights is recognized as revenue when received based on royalties\u2019 statements (output method).
Consideration as a principal or an agent in revenue recognition
The Group had determined it is a principal in most of its performance obligation.
In the course of its business, the Group resells finished tape or formats purchased from third parties. Given it obtains the right to distribute the content, the Group usually controls the license. The distinction between agent and principal has an impact on the presentation of revenue, which is recognized as follows:
\u2022on a gross basis when the Group is a principal;
\u2022net of the cost of sales when the Group is an agent.
Revenue Recognition for the Online Sports Betting &\u00a0Gaming Business
The Online sports betting &\u00a0gaming business generates its revenue from the conclusion and processing of sports bets and the provision of various other online casinos, games and turf. In line with the practices in the industry, the net results from bets and/or wagers placed by customers and pay-outs to customers is initially recognized as gross betting and gaming revenue.
The net betting and gaming revenue recognized in the consolidated statements of income is the residual amount left after deducting betting fees and gaming levies.
Gross betting and gaming revenue
Gross betting and gaming revenue are recognized once all of the obligations have been fulfilled, i.e. once the events and their relative players\u2019 bets or the wagers on online casinos, and other online games, have been completed and the Group has calculated the winnings and the publication of the results.
It is based on the turnover. This results in the following principles:
\u2022gross betting and gaming revenue from games in casinos and sports betting corresponds to money lost by players in these activities during the accounting period;
\u2022gross betting and gaming from poker games corresponds to the commissions (rake) collected on poker games, increased by the entry fees collected over the period; and
\u2022gross betting and gaming on the horseracing corresponds to the commissions collected on the bets of the players.
The gross gaming proceeds from bets already placed on sporting events at the closing but the results of which will not be known until after the end of the period (pending bets) is not recognized as revenue. This amount is recorded as prepaid income (see below).
Players\u2019 bonuses
Players\u2019 Bonuses are composed with 4\u00a0categories:
\u2022\u201cFree-bets\u201d, a virtual amount (which can be withdrawn) that can be used to place a sports bet. In case of positive betting outcome, the net winning (winnings minus stake) is credited to the customer balance. \"Free-bets\" bonuses not yet consumed at the reporting date are recognized at their fair value through profit or loss;
\u2022\u201cBoost bonus\u201d, an odd multiplier available for specific multiple bets increasing the expected winning amount;
\u2022\u201cCash bonus\u201d, cash amount credited to the player balance and immediately withdrawable; and
\u2022\u201cBlocked bonus\u201d, a bonus withdrawable pertaining specific triggering conditions such as wagering requirements. Cost of bonus is reported when credited to the customer account to the exception of provision which is fair valued through profit and loss.
Pending bets
The gross amount of bets placed on sporting events at the reporting date whose results will not be known until after the end of the period (pending bets) is recognized as financial liabilities to customers, and are measured at fair value through P&L in accordance with IFRS\u00a09\u00a0Financial Instruments.
Acquisition Cost of Clients
Internal costs relating to acquisition of clients are recognized as expenses.
Client databases are capitalized and recognized as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
2.5.19Revenue
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control of a product or service to a customer.
The revenue from ordinary activities is recognized as soon as the economic benefits of the transaction will probably benefit the Group, the amount is reliably measured, and it is likely the amount of the transaction will be recovered.
Revenue from the two businesses and their specificities are explained below.
Revenue Recognition for the Content Production &\u00a0Distribution Business
Revenue recognition is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognized either when the performance obligation in the contract has been performed (\u201cpoint in time\u201d recognition) or \u201cover time\u201d as control of the performance obligation is transferred to the customer.
Customer contracts can have a wide variety of performance obligations, from production contracts to format licenses and distribution activities. For these contracts, each performance obligation is identified and evaluated.
The transaction price, being the amount to which the Group expects to be entitled and has rights to under the contract is allocated to the identified performance obligations. The transaction price will also include an estimate of any variable consideration where the Group\u2019s performance may result in additional revenue based on the achievement of agreed targets such as audience targets. Variable consideration is not recognized until the performance obligations are met.
Production revenue from producing television programs
Production revenue is recognized when the programs are delivered to the client. Standard criteria to establish revenue recognition are:
\u2022in most cases, client\u2019s acceptance document (i.e., delivery notice signed/approved by the client\u2026);
\u2022delivery of a certain number of episodes.
In case of partial delivery of the same program over several periods of time (series,\u00a0etc.), revenue, costs and margin are recognized according to episodic deliveries. Production revenue do not include grants, subsidies and co-producers\u2019 contributions. These are presented as a reduction of cost of sales.
Distribution revenue from the sale of finished programs and formats
Distribution revenue is recognized when the rights are transferred to the client:
\u2022based on a signed contract or a deal memo;
\u2022when the related rights are opened; and
\u2022for the full revenue (revenue are not spread over the licensing period), as it is an access to right since there is limited ongoing involvement in the use of the license following its transfer to the customer.
Minimum guaranteed revenue is recognized as revenue when the above criteria are met, and further variable payments are recognized when highly probable.
Revenue from music rights is recognized as revenue when received based on royalties\u2019 statements (output method).
Consideration as a principal or an agent in revenue recognition
The Group had determined it is a principal in most of its performance obligation.
In the course of its business, the Group resells finished tape or formats purchased from third parties. Given it obtains the right to distribute the content, the Group usually controls the license. The distinction between agent and principal has an impact on the presentation of revenue, which is recognized as follows:
\u2022on a gross basis when the Group is a principal;
\u2022net of the cost of sales when the Group is an agent.
Revenue Recognition for the Online Sports Betting &\u00a0Gaming Business
The Online sports betting &\u00a0gaming business generates its revenue from the conclusion and processing of sports bets and the provision of various other online casinos, games and turf. In line with the practices in the industry, the net results from bets and/or wagers placed by customers and pay-outs to customers is initially recognized as gross betting and gaming revenue.
The net betting and gaming revenue recognized in the consolidated statements of income is the residual amount left after deducting betting fees and gaming levies.
Gross betting and gaming revenue
Gross betting and gaming revenue are recognized once all of the obligations have been fulfilled, i.e. once the events and their relative players\u2019 bets or the wagers on online casinos, and other online games, have been completed and the Group has calculated the winnings and the publication of the results.
It is based on the turnover. This results in the following principles:
\u2022gross betting and gaming revenue from games in casinos and sports betting corresponds to money lost by players in these activities during the accounting period;
\u2022gross betting and gaming from poker games corresponds to the commissions (rake) collected on poker games, increased by the entry fees collected over the period; and
\u2022gross betting and gaming on the horseracing corresponds to the commissions collected on the bets of the players.
The gross gaming proceeds from bets already placed on sporting events at the closing but the results of which will not be known until after the end of the period (pending bets) is not recognized as revenue. This amount is recorded as prepaid income (see below).
Players\u2019 bonuses
Players\u2019 Bonuses are composed with 4\u00a0categories:
\u2022\u201cFree-bets\u201d, a virtual amount (which can be withdrawn) that can be used to place a sports bet. In case of positive betting outcome, the net winning (winnings minus stake) is credited to the customer balance. \"Free-bets\" bonuses not yet consumed at the reporting date are recognized at their fair value through profit or loss;
\u2022\u201cBoost bonus\u201d, an odd multiplier available for specific multiple bets increasing the expected winning amount;
\u2022\u201cCash bonus\u201d, cash amount credited to the player balance and immediately withdrawable; and
\u2022\u201cBlocked bonus\u201d, a bonus withdrawable pertaining specific triggering conditions such as wagering requirements. Cost of bonus is reported when credited to the customer account to the exception of provision which is fair valued through profit and loss.
Pending bets
The gross amount of bets placed on sporting events at the reporting date whose results will not be known until after the end of the period (pending bets) is recognized as financial liabilities to customers, and are measured at fair value through P&L in accordance with IFRS\u00a09\u00a0Financial Instruments.
Acquisition Cost of Clients
Internal costs relating to acquisition of clients are recognized as expenses.
Client databases are capitalized and recognized as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
| \n Note 5 | \n\n Revenue | \n
Revenue for the years ended 31\u00a0December 2022\u00a0and 2021\u00a0by activity and sub-activity are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Content production &\u00a0distribution(1) | \n\n 3,211.6 | \n\n 2,756.0 | \n
| \n Production | \n\n 2,664.6 | \n\n 2,263.2 | \n
| \n Distribution | \n\n 387.7 | \n\n 331.8 | \n
| \n Others | \n\n 159.3 | \n\n 161.0 | \n
| \n Online sports betting &\u00a0gaming | \n\n 835.0 | \n\n 741.0 | \n
| \n Sportsbook | \n\n 670.1 | \n\n 588.6 | \n
| \n Casino | \n\n 104.8 | \n\n 102.0 | \n
| \n Poker | \n\n 49.9 | \n\n 44.1 | \n
| \n Turf | \n\n 10.3 | \n\n 6.4 | \n
| \n Total revenue | \n\n 4,046.6 | \n\n 3,497.0 | \n
| \n (1)The split of the revenue for Content production &\u00a0distribution business has been redefined. Comparative figures have been restated accordingly to ensure comparability. | \n
Total revenue of the Content production &\u00a0distribution business corresponds essentially to the production and sale of audiovisual programs, and the distribution of audiovisual rights and/or catalogues.
The increase between periods is driven by the production stream with notably an increasing dynamic production cycle mainly in the US/Latam and UK with returning seasons of big brand programs and the development of new shows and by the distribution stream with more revenues generated with OTT players and new scripted shows generating more finished tapes sales.
The remaining part of Group\u2019s revenue is attributed to the Online sports betting &\u00a0gaming business, which includes sportsbooks, gambling in casinos, poker and turf.
The increase in revenue is mainly explained by the development of players database in all main geographies, France, Portugal and Poland as well as a good performance in Sportbook during the FIFA World Cup. This increase is partially offset by some jurisdictions exit in Bet-at-home sub-group perimeter following the liquidation of bet-at-home.com Entertainment Ltd; these closures affecting mainly casino activity but also sportsbook to a lesser extent.
The following table details the Gross Gaming Revenue and bonuses amount for 2022 and 2021:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Gross revenue | \n\n 926.0 | \n\n 834.4 | \n
| \n Bonus | \n\n (91.1) | \n\n (93.4) | \n
| \n revenue | \n\n 835.0 | \n\n 741.0 | \n
Information by geographical area based on the location of the customer is as follows:
| \n (in \u20ac million) Revenue by geographical area | \n\n 2022 | \n||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Total Group | \n|
| \n Europe | \n\n 2,155.3 | \n\n 822.5 | \n\n 2,977.8 | \n
| \n United States of America | \n\n 668.0 | \n\n - | \n\n 668.2 | \n
| \n Rest of the world | \n\n 388.4 | \n\n 12.50 | \n\n 400.8 | \n
| \n Total revenue | \n\n 3,211.6 | \n\n 835.0 | \n\n 4,046.6 | \n
| \n\n | \n
| \n (in \u20ac million) Revenue by geographical area | \n\n 2021 | \n||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Total Group | \n|
| \n Europe | \n\n 1,940.1 | \n\n 737.6 | \n\n 2,677.7 | \n
| \n United States of America | \n\n 450.2 | \n\n - | \n\n 450.2 | \n
| \n Rest of the world | \n\n 365.6 | \n\n 3.5 | \n\n 369.1 | \n
| \n Total revenue | \n\n 2,756.0 | \n\n 741.0 | \n\n 3,497.0 | \n
17.4Customer contract liabilities
Customer contract liabilities as of 31\u00a0December 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Deferred revenue | \n\n 638.0 | \n\n 661.1 | \n
| \n Liabilities for gaming bets | \n\n 55.4 | \n\n 46.1 | \n
| \n Total customer contract liabilities | \n\n 693.3 | \n\n 707.2 | \n
Deferred revenue relates to undelivered programs that are work-in-progress (or intangible assets-in-progress) and that have already been invoiced, recognized as deferred income under IFRS\u00a015.
Revenue recognized in the 2022 that was included in the contract liability balance at the beginning of the period:
| \n (in \u20ac million) | \n\n 1 January 2022 | \n\n Revenue recognized in 2022 | \n\n Revenue not recognized yet | \n
| \n Deferred revenue | \n\n 661.1 | \n\n 641 | \n\n 20 | \n
The remaining performance obligation corresponds to firm commitments (or closed sales).
The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as of 31\u00a0December 2022 totalized \u20ac2,246\u00a0million for the Content production & distribution segment, including \u20ac1,945\u00a0million within one year and \u20ac301\u00a0million beyond one year (\u20ac1,602\u00a0million, including \u20ac1,404\u00a0million within one year and \u20ac198\u00a0million beyond one year, respectively in 2021).
The remaining performance obligations should essentially cover the revenue to be recognized for undelivered productions and for sales of finished tapes/formats for which the rights are not opened.
Liabilities for gaming bets mainly include players\u2019 liabilities, i.e., the amounts available in their accounts for an amount of \u20ac55.4\u00a0million and \u20ac46.1\u00a0million as of 31\u00a0December 2022 and 31\u00a0December 2021, respectively.
2.5.19Revenue
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control of a product or service to a customer.
The revenue from ordinary activities is recognized as soon as the economic benefits of the transaction will probably benefit the Group, the amount is reliably measured, and it is likely the amount of the transaction will be recovered.
Revenue from the two businesses and their specificities are explained below.
Revenue Recognition for the Content Production &\u00a0Distribution Business
Revenue recognition is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognized either when the performance obligation in the contract has been performed (\u201cpoint in time\u201d recognition) or \u201cover time\u201d as control of the performance obligation is transferred to the customer.
Customer contracts can have a wide variety of performance obligations, from production contracts to format licenses and distribution activities. For these contracts, each performance obligation is identified and evaluated.
The transaction price, being the amount to which the Group expects to be entitled and has rights to under the contract is allocated to the identified performance obligations. The transaction price will also include an estimate of any variable consideration where the Group\u2019s performance may result in additional revenue based on the achievement of agreed targets such as audience targets. Variable consideration is not recognized until the performance obligations are met.
Production revenue from producing television programs
Production revenue is recognized when the programs are delivered to the client. Standard criteria to establish revenue recognition are:
\u2022in most cases, client\u2019s acceptance document (i.e., delivery notice signed/approved by the client\u2026);
\u2022delivery of a certain number of episodes.
In case of partial delivery of the same program over several periods of time (series,\u00a0etc.), revenue, costs and margin are recognized according to episodic deliveries. Production revenue do not include grants, subsidies and co-producers\u2019 contributions. These are presented as a reduction of cost of sales.
Distribution revenue from the sale of finished programs and formats
Distribution revenue is recognized when the rights are transferred to the client:
\u2022based on a signed contract or a deal memo;
\u2022when the related rights are opened; and
\u2022for the full revenue (revenue are not spread over the licensing period), as it is an access to right since there is limited ongoing involvement in the use of the license following its transfer to the customer.
Minimum guaranteed revenue is recognized as revenue when the above criteria are met, and further variable payments are recognized when highly probable.
Revenue from music rights is recognized as revenue when received based on royalties\u2019 statements (output method).
Consideration as a principal or an agent in revenue recognition
The Group had determined it is a principal in most of its performance obligation.
In the course of its business, the Group resells finished tape or formats purchased from third parties. Given it obtains the right to distribute the content, the Group usually controls the license. The distinction between agent and principal has an impact on the presentation of revenue, which is recognized as follows:
\u2022on a gross basis when the Group is a principal;
\u2022net of the cost of sales when the Group is an agent.
Revenue Recognition for the Online Sports Betting &\u00a0Gaming Business
The Online sports betting &\u00a0gaming business generates its revenue from the conclusion and processing of sports bets and the provision of various other online casinos, games and turf. In line with the practices in the industry, the net results from bets and/or wagers placed by customers and pay-outs to customers is initially recognized as gross betting and gaming revenue.
The net betting and gaming revenue recognized in the consolidated statements of income is the residual amount left after deducting betting fees and gaming levies.
Gross betting and gaming revenue
Gross betting and gaming revenue are recognized once all of the obligations have been fulfilled, i.e. once the events and their relative players\u2019 bets or the wagers on online casinos, and other online games, have been completed and the Group has calculated the winnings and the publication of the results.
It is based on the turnover. This results in the following principles:
\u2022gross betting and gaming revenue from games in casinos and sports betting corresponds to money lost by players in these activities during the accounting period;
\u2022gross betting and gaming from poker games corresponds to the commissions (rake) collected on poker games, increased by the entry fees collected over the period; and
\u2022gross betting and gaming on the horseracing corresponds to the commissions collected on the bets of the players.
The gross gaming proceeds from bets already placed on sporting events at the closing but the results of which will not be known until after the end of the period (pending bets) is not recognized as revenue. This amount is recorded as prepaid income (see below).
Players\u2019 bonuses
Players\u2019 Bonuses are composed with 4\u00a0categories:
\u2022\u201cFree-bets\u201d, a virtual amount (which can be withdrawn) that can be used to place a sports bet. In case of positive betting outcome, the net winning (winnings minus stake) is credited to the customer balance. \"Free-bets\" bonuses not yet consumed at the reporting date are recognized at their fair value through profit or loss;
\u2022\u201cBoost bonus\u201d, an odd multiplier available for specific multiple bets increasing the expected winning amount;
\u2022\u201cCash bonus\u201d, cash amount credited to the player balance and immediately withdrawable; and
\u2022\u201cBlocked bonus\u201d, a bonus withdrawable pertaining specific triggering conditions such as wagering requirements. Cost of bonus is reported when credited to the customer account to the exception of provision which is fair valued through profit and loss.
Pending bets
The gross amount of bets placed on sporting events at the reporting date whose results will not be known until after the end of the period (pending bets) is recognized as financial liabilities to customers, and are measured at fair value through P&L in accordance with IFRS\u00a09\u00a0Financial Instruments.
| \n Note 5 | \n\n Revenue | \n
Revenue for the years ended 31\u00a0December 2022\u00a0and 2021\u00a0by activity and sub-activity are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Content production &\u00a0distribution(1) | \n\n 3,211.6 | \n\n 2,756.0 | \n
| \n Production | \n\n 2,664.6 | \n\n 2,263.2 | \n
| \n Distribution | \n\n 387.7 | \n\n 331.8 | \n
| \n Others | \n\n 159.3 | \n\n 161.0 | \n
| \n Online sports betting &\u00a0gaming | \n\n 835.0 | \n\n 741.0 | \n
| \n Sportsbook | \n\n 670.1 | \n\n 588.6 | \n
| \n Casino | \n\n 104.8 | \n\n 102.0 | \n
| \n Poker | \n\n 49.9 | \n\n 44.1 | \n
| \n Turf | \n\n 10.3 | \n\n 6.4 | \n
| \n Total revenue | \n\n 4,046.6 | \n\n 3,497.0 | \n
| \n (1)The split of the revenue for Content production &\u00a0distribution business has been redefined. Comparative figures have been restated accordingly to ensure comparability. | \n
Total revenue of the Content production &\u00a0distribution business corresponds essentially to the production and sale of audiovisual programs, and the distribution of audiovisual rights and/or catalogues.
The increase between periods is driven by the production stream with notably an increasing dynamic production cycle mainly in the US/Latam and UK with returning seasons of big brand programs and the development of new shows and by the distribution stream with more revenues generated with OTT players and new scripted shows generating more finished tapes sales.
The remaining part of Group\u2019s revenue is attributed to the Online sports betting &\u00a0gaming business, which includes sportsbooks, gambling in casinos, poker and turf.
The increase in revenue is mainly explained by the development of players database in all main geographies, France, Portugal and Poland as well as a good performance in Sportbook during the FIFA World Cup. This increase is partially offset by some jurisdictions exit in Bet-at-home sub-group perimeter following the liquidation of bet-at-home.com Entertainment Ltd; these closures affecting mainly casino activity but also sportsbook to a lesser extent.
The following table details the Gross Gaming Revenue and bonuses amount for 2022 and 2021:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Gross revenue | \n\n 926.0 | \n\n 834.4 | \n
| \n Bonus | \n\n (91.1) | \n\n (93.4) | \n
| \n revenue | \n\n 835.0 | \n\n 741.0 | \n
Information by geographical area based on the location of the customer is as follows:
| \n (in \u20ac million) Revenue by geographical area | \n\n 2022 | \n||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Total Group | \n|
| \n Europe | \n\n 2,155.3 | \n\n 822.5 | \n\n 2,977.8 | \n
| \n United States of America | \n\n 668.0 | \n\n - | \n\n 668.2 | \n
| \n Rest of the world | \n\n 388.4 | \n\n 12.50 | \n\n 400.8 | \n
| \n Total revenue | \n\n 3,211.6 | \n\n 835.0 | \n\n 4,046.6 | \n
| \n\n | \n
17.4Customer contract liabilities
Customer contract liabilities as of 31\u00a0December 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Deferred revenue | \n\n 638.0 | \n\n 661.1 | \n
| \n Liabilities for gaming bets | \n\n 55.4 | \n\n 46.1 | \n
| \n Total customer contract liabilities | \n\n 693.3 | \n\n 707.2 | \n
Deferred revenue relates to undelivered programs that are work-in-progress (or intangible assets-in-progress) and that have already been invoiced, recognized as deferred income under IFRS\u00a015.
Revenue recognized in the 2022 that was included in the contract liability balance at the beginning of the period:
| \n (in \u20ac million) | \n\n 1 January 2022 | \n\n Revenue recognized in 2022 | \n\n Revenue not recognized yet | \n
| \n Deferred revenue | \n\n 661.1 | \n\n 641 | \n\n 20 | \n
The remaining performance obligation corresponds to firm commitments (or closed sales).
The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as of 31\u00a0December 2022 totalized \u20ac2,246\u00a0million for the Content production & distribution segment, including \u20ac1,945\u00a0million within one year and \u20ac301\u00a0million beyond one year (\u20ac1,602\u00a0million, including \u20ac1,404\u00a0million within one year and \u20ac198\u00a0million beyond one year, respectively in 2021).
The remaining performance obligations should essentially cover the revenue to be recognized for undelivered productions and for sales of finished tapes/formats for which the rights are not opened.
Liabilities for gaming bets mainly include players\u2019 liabilities, i.e., the amounts available in their accounts for an amount of \u20ac55.4\u00a0million and \u20ac46.1\u00a0million as of 31\u00a0December 2022 and 31\u00a0December 2021, respectively.
2.5.20 Production costs
Production Costs
Production costs, attributable to the Content production &\u00a0distribution business, are net of co-producers\u2019 contributions, grants and subsidies. They mainly include the costs of scripts, actors, Directors, rental of equipment, technical staff, participants, hosts, sets, format fees,\u00a0etc.
Until programs are delivered, related production costs are capitalized in work in progress for non-scripted programs and as intangible assets for scripted programs for which i)\u00a0the Group retains the IP and ii) the Group expects significant further IP revenue.
At revenue recognition date, the production costs of non-scripted programs are expensed in the income statement.
The production costs of scripted programs for which the Group retains the IP and expects further significant IP revenue are amortized as production costs in the statement of profit or loss using the ultimate revenue method. The cumulated amortization is calculated at the end of a given year as follows:
Production costs x (actual cumulated revenue/total estimated revenue of program)
The total estimated revenue of a program is the sum of actual cumulated revenue of the program and the program\u2019s future revenue forecast. Depreciation for a current year is calculated by difference with cumulated depreciation of previous years, if any. An impairment is booked if the net value of the program is higher than the future revenue forecast. Initial depreciation of a scripted program is expensed at delivery while the remaining value is depreciated when the subsequent distribution revenue is recognized.
Grants and Subsidies
Grants and subsidies are recognized when there is a reasonable assurance that the grant will be received, and all attached conditions will be fully complied with.
Grants and subsidies which are strictly related to the financing of a given program are deducted from production costs. When they relate to an asset, grants and subsidies are directly deducted from the carrying amount of the asset and released to the depreciation and amortization calculated on the net amount over the useful life of the asset.
All other grants and subsidies (such as government grants not strictly related to a program) are recognized as \u201cOther operating income\u201d when granted.
Acquisition Cost of Clients
Internal costs relating to acquisition of clients are recognized as expenses.
Client databases are capitalized and recognized as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
| \n Note 6 | \n\n External expenses | \n
External expenses mainly comprised external costs incurred for content production (including related marketing costs and rental expenses) of \u20ac1,420.2\u00a0million in\u00a02022 (\u20ac1,206.0\u00a0million in 2021), gaming tax for the amount of \u20ac386.1\u00a0million in 2022 (\u20ac345.1\u00a0million in 2021), other marketing costs of \u20ac83.9\u00a0million in 2022 (\u20ac84.0\u00a0million in 2021), IT costs of \u20ac43.9\u00a0million in 2022 (\u20ac40.4\u00a0million in 2021) and consulting, audit and other fees of \u20ac41.8\u00a0million in 2022 (\u20ac36.9\u00a0million in 2021).
In 2022, government grants deducted from production costs amounted to \u20ac95.4\u00a0million (\u20ac90.0\u00a0million in 2021). Those grants are related to the financing of given programs, mostly scripted productions, and had the nature of tax credit or subsidies granted by regional or trade organizations. There are no unfulfilled conditions or contingencies attached to these grants.
| \n Note 7 | \n\n Staff costs | \n
7.1Payroll
Payroll costs are broken down as follows in 2022\u00a0and 2021:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Employee remuneration and social security costs | \n\n (1,283.8) | \n\n (1,093.5) | \n
| \n Post-employment benefit \u2013\u00a0Defined benefit obligation | \n\n (0.9) | \n\n (0.3) | \n
| \n Employee benefits LTIP | \n\n (127.3) | \n\n (294.2) | \n
| \n Employment-related earn-out and option expenses | \n\n (20.2) | \n\n (13.8) | \n
| \n Other employee benefits | \n\n (2.4) | \n\n (1.6) | \n
| \n STAFF COSTS | \n\n (1,434.7) | \n\n (1,403.4) | \n
The increase in personnel expenses between periods is mainly explained by an increase of staff costs and long-term incentive plans (LTIP) charges in the Content production & distribution business following the remeasurement of BGH shares and renegotiation of certain plans, balanced by a reduction of long-term incentive plans (LTIP) charges in the Online sports betting & gaming segment due to a reassessment of certain plans occurred in December 2021.
| \n Note 8 | \n\n Depreciation and amortization | \n
Depreciation and amortization expenses by category of assets are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Software and other intangible assets(1) | \n\n (63.5) | \n\n (51.6) | \n
| \n Property, plant and equipment, own property | \n\n (24.7) | \n\n (28.1) | \n
| \n Property, plant and equipment, right-of-use | \n\n (41.9) | \n\n (41.7) | \n
| \n Others | \n\n (1.4) | \n\n (0.6) | \n
| \n Depreciation and amortization | \n\n (131.5) | \n\n (121.9) | \n
| \n Amortization of intangible assets acquired in business combinations | \n\n (18.7) | \n\n (19.8) | \n
| \n Depreciation and amortization expenses | \n\n (150.1) | \n\n (141.7) | \n
| \n (1)Of which \u20ac8.0 million of amortization of fiction production recognized in 2022 (nil in 2021). | \n
| \n Note 9 | \n\n Other operating income and expenses | \n
Other operational income and expenses for the years-ended in 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Restructuring charges and other non-core items | \n\n (127.4) | \n\n (49.8) | \n
| \n Tax and duties | \n\n (2.6) | \n\n (2.0) | \n
| \n President and management fees | \n\n (16.9) | \n\n (14.1) | \n
| \n Other operational expenses | \n\n (10.7) | \n\n (1.5) | \n
| \n Other operational income | \n\n 1.2 | \n\n 0.0 | \n
| \n Other operating income and expenses | \n\n (156.5) | \n\n (67.5) | \n
| \n Of which other operating income | \n\n 19.6 | \n\n 5.4 | \n
| \n Of which other operating expenses | \n\n (176.1) | \n\n (72.8) | \n
Other operating expenses included restructuring charges and non-core items are detailed as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Restructuring costs and reorganization | \n\n (11.8) | \n\n (23.6) | \n
| \n FL\u00a0Entertainment\u2019s reorganization operation and listing fees | \n\n (106.1) | \n\n - | \n
| \n Scope variation effect (badwill/capital gain or loss/acquisition costs) | \n\n 1.5 | \n\n 10.3 | \n
| \n Cancellation of shows due to extraordinary events | \n\n - | \n\n (4.1) | \n
| \n Significant litigations | \n\n (8.4) | \n\n (32.4) | \n
| \n Public donation | \n\n (2.5) | \n\n - | \n
| \n Restructuring charges and other non-core items | \n\n (127.4) | \n\n (49.8) | \n
Restructuring costs and reorganization caption comprises expenses with personnel, relocation and taxes held within the context of BGH and BEG\u2019s reorganization transactions occurred during the period in the different subsidiaries. In 2021, BGH\u2019s incurred significant costs following Endemol\u2019s acquisition, which explains the reduction over to the period ended 31\u00a0December 2022.
FL\u00a0Entertainment\u2019s reorganization operation and listing fees as of December\u00a02022\u00a0corresponds \u20ac106.1\u00a0million costs related to the financial and operational/structural transactions occurred during the period within the context of FL\u00a0Entertainment\u2019s reorganization process initiated in 2022. It includes \u20ac85.7\u00a0million of IFRS\u00a02\u00a0listing fees (refer to note\u00a03.1.1 II iii) on page 221) and the rest is mainly advisory and legal fees.
Scope variation effect caption includes the liquidation of BaH Entertainment Ltd during the first semester of 2022 and the loss of control of Shauna Events and the former BGH Russian entity Weit Media (now gathering Mastiff Russia and Weit Media activities) (refer to note\u00a03.1.4 on page 222). In 2021, this caption is impacted by two agreements reached by Betclic Everest Group for a total amount of \u20ac5\u00a0million with LeoVegas Group concerning i) the sale of 100% of Expekt Nordics; and ii) the sale of intangible assets in connection with the operations of Betclic under Expekt\u2019s brand. The transaction had a positive after-tax impact of \u20ac4.1\u00a0million on the consolidated income.
The costs of cancellation of shows in 2021\u00a0mainly relate to cancellation due to the COVID pandemic.
Significant litigations as of 31\u00a0December\u00a02022\u00a0are constituted by provisions and legal fees for litigation held notably in Turkey (\u20ac3.1\u00a0million) and India (\u20ac1.7\u00a0million) by BGH and the remaining provision related to the Bet-at-home sub-group litigation process in Austria (refer to notes\u00a03.1.3 I and 3.1.3 II on page 222), which was reversed in 2022 after the deconsolidation of bet-at-home.com Entertainment Ltd from the Bet-at-home sub-group. In 2021, the caption mainly comprised the provisions and legal fees recognized by the Bet-at-home sub-group for customer disputes on the Austrian market for \u20ac27.1 million (refer to note 3.1.3 II on page 222).
| \n Note 11 | \n\n Income tax | \n
11.1Income tax expense
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Current income tax | \n\n (84.4) | \n\n (57.7) | \n
| \n Deferred income tax | \n\n 7.5 | \n\n 8.5 | \n
| \n Total tax expense | \n\n (76.9) | \n\n (49.2) | \n
In addition to the amount charged to profit or loss, the following amounts relating to tax have been recognized in other comprehensive income:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Deferred Tax | \n\n (9.1) | \n\n (4.0) | \n
| \n Deferred tax on fair value adjustment on cash flow hedge | \n\n (9.1) | \n\n (4.0) | \n
| \n Items to be subsequently reclassified to profit or loss | \n\n (9.1) | \n\n (4.0) | \n
15.3Low value leases and short-term leases
Rental expenses recognized in external purchases for the year ended 31 December 2022 and 2021 amounted to \u20ac82.9\u00a0million and \u20ac70.7\u00a0million, respectively. These expenses mostly concern short-term contracts related to studios, equipment and facilities leased as part of productions incurred by the Content production & distribution business that are qualified as low value assets and/or short-term leases.
Production Costs
Production costs, attributable to the Content production &\u00a0distribution business, are net of co-producers\u2019 contributions, grants and subsidies. They mainly include the costs of scripts, actors, Directors, rental of equipment, technical staff, participants, hosts, sets, format fees,\u00a0etc.
Until programs are delivered, related production costs are capitalized in work in progress for non-scripted programs and as intangible assets for scripted programs for which i)\u00a0the Group retains the IP and ii) the Group expects significant further IP revenue.
At revenue recognition date, the production costs of non-scripted programs are expensed in the income statement.
The production costs of scripted programs for which the Group retains the IP and expects further significant IP revenue are amortized as production costs in the statement of profit or loss using the ultimate revenue method. The cumulated amortization is calculated at the end of a given year as follows:
Production costs x (actual cumulated revenue/total estimated revenue of program)
The total estimated revenue of a program is the sum of actual cumulated revenue of the program and the program\u2019s future revenue forecast. Depreciation for a current year is calculated by difference with cumulated depreciation of previous years, if any. An impairment is booked if the net value of the program is higher than the future revenue forecast. Initial depreciation of a scripted program is expensed at delivery while the remaining value is depreciated when the subsequent distribution revenue is recognized.
Grants and Subsidies
Grants and subsidies are recognized when there is a reasonable assurance that the grant will be received, and all attached conditions will be fully complied with.
Grants and subsidies which are strictly related to the financing of a given program are deducted from production costs. When they relate to an asset, grants and subsidies are directly deducted from the carrying amount of the asset and released to the depreciation and amortization calculated on the net amount over the useful life of the asset.
All other grants and subsidies (such as government grants not strictly related to a program) are recognized as \u201cOther operating income\u201d when granted.
Acquisition Cost of Clients
Internal costs relating to acquisition of clients are recognized as expenses.
Client databases are capitalized and recognized as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
Grants and Subsidies
Grants and subsidies are recognized when there is a reasonable assurance that the grant will be received, and all attached conditions will be fully complied with.
Grants and subsidies which are strictly related to the financing of a given program are deducted from production costs. When they relate to an asset, grants and subsidies are directly deducted from the carrying amount of the asset and released to the depreciation and amortization calculated on the net amount over the useful life of the asset.
All other grants and subsidies (such as government grants not strictly related to a program) are recognized as \u201cOther operating income\u201d when granted.
Grants and Subsidies
Grants and subsidies are recognized when there is a reasonable assurance that the grant will be received, and all attached conditions will be fully complied with.
Grants and subsidies which are strictly related to the financing of a given program are deducted from production costs. When they relate to an asset, grants and subsidies are directly deducted from the carrying amount of the asset and released to the depreciation and amortization calculated on the net amount over the useful life of the asset.
All other grants and subsidies (such as government grants not strictly related to a program) are recognized as \u201cOther operating income\u201d when granted.
Acquisition Cost of Clients
Internal costs relating to acquisition of clients are recognized as expenses.
Client databases are capitalized and recognized as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
2.5.21Operating segments
According to IFRS\u00a08, an operating segment is a component of an entity that i) engages in business activities from which it may earn revenue and incur in expenses, ii) whose operating results are regularly reviewed by the entity\u2019s chief operating decision maker (CODM) to decide how resources should be allocated to the component and iii) for which discrete financial information is available.
The operating segments are Content production &\u00a0distribution business and Online sports betting &\u00a0gaming business. The segments are organized based on the nature of the business. Holding represents amounts not allocated to the operating segments and includes certain costs related to central activities as well as group enabling functions. Intercompany elimination represents transaction inter segments that do not contribute to the Group figures.
\u2022The operating segment reporting follows the internal reporting used by the CODM \u2013\u00a0FL\u00a0Entertainment\u2019s Board of Directors \u2013\u00a0to manage the business, assess the performance based on the available financial information and to allocate the resources. The most important performance measures(32) are net revenue, Adjusted EBITDA (definition in note\u00a04 on page 224), cost of Net Debt and Adjusted Free Cash Flow as management believes this is key in evaluating the results of the segments relative to other companies that operate within the same industry.
| \n Note 4 | \n\n Segment information | \n
As described in note\u00a01.1\u00a0\u201cPresentation of the business\u201d on page 205, the Group operates two operating segments which reflect the internal organizational and management structure according to the nature of the products and services provided:
\u2022Content production &\u00a0distribution business: incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms. This segment corresponds entirely to the Banijay Group; and
\u2022Online sports betting &\u00a0gaming business: comprises sports betting, poker and casino. This segment corresponds to Betclic Everest Group.
In addition, a third operating segment \u201cHolding\u201d includes the corporate activities.
The following tables present information with respect to the Group\u2019s business segments in accordance with IFRS\u00a08\u00a0for the years ended 31\u00a0December 2022\u00a0and 2021.
Profit &\u00a0loss per segment
| \n (in \u20ac million) | \n\n 2022 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Net revenue | \n\n 3,211.6 | \n\n 835.0 | \n\n - | \n\n 4,046.6 | \n
| \n Adjusted EBITDA | \n\n 472.1 | \n\n 202.8 | \n\n (4.7) | \n\n 670.2 | \n
| \n Operating profit/(loss) | \n\n 202.5 | \n\n 163.3 | \n\n (111.1) | \n\n 254.7 | \n
| \n Cost of net debt | \n\n (129.5) | \n\n (8.6) | \n\n (5.7) | \n\n (143.8) | \n
| \n Consolidated net income | \n\n (64.2) | \n\n 112.2 | \n\n (129.1) | \n\n (81.1) | \n
| \n Attributable to: | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Non-controlling interests | \n\n (37.7) | \n\n 44.6 | \n\n (0.0) | \n\n 6.9 | \n
| \n Shareholders | \n\n (26.6) | \n\n 67.7 | \n\n (129.1) | \n\n (88.0) | \n
| \n (in \u20ac million) | \n\n 2021 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Net revenue | \n\n 2,756.0 | \n\n 741.0 | \n\n - | \n\n 3,497.0 | \n
| \n Adjusted EBITDA | \n\n 432.7 | \n\n 176.6 | \n\n (0.1) | \n\n 609.3 | \n
| \n Operating profit/(loss) | \n\n 213.8 | \n\n (103.2) | \n\n (0.2) | \n\n 110.4 | \n
| \n Cost of net debt | \n\n (124.2) | \n\n (5.9) | \n\n (5.2) | \n\n (135.3) | \n
| \n Consolidated net income | \n\n 71.1 | \n\n (132.1) | \n\n (12.4) | \n\n (73.4) | \n
| \n Attributable to: | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n Non-controlling interests | \n\n 42.1 | \n\n (71.3) | \n\n (1.2) | \n\n (30.4) | \n
| \n Shareholders | \n\n 29.0 | \n\n (60.8) | \n\n (11.2) | \n\n (43.0) | \n
4.1Adjusted EBITDA
The Group considers Adjusted EBITDA to be a useful metric for evaluating its operating performance as it facilitates a comparison of its core operating results from period to period by removing the impact of, among other things, its capital structure, asset base and tax consequences. Adjusted EBITDA is a non-IFRS\u00a0measures and, as a result, these measures and ratios may not be comparable to measures used by other companies under the same or similar names.
Adjusted EBITDA is defined as the operating profit for that period excluding restructuring costs and other non-core items, costs associated with the long-term incentive plan within the Group (the \u201cLTIP\u201d) and employment related earn-out and option expenses, and depreciation and amortization (excluding D&A fiction).
Those adjustments items include:
\u2022restructuring costs and other non-core items: due to their unusual nature or particular significance, these items are excluded. In general, these items relate to transaction that are significant, infrequent or unusual. However, in certain instances, transactions, such as restructuring costs or asset disposals, which are not representative of the normal course of business (referred as \u201cnon-core items\u201d), may be adjusted although they may have occurred within prior years or are likely to occur again within the coming years. The detail of these costs is provided in note\u00a09 on page 233;
\u2022LTIP and other long-term incentive plans: reference is made to employee benefits Long-Term Incentive Plans and employee benefits obligations resulting from a business acquisition arrangement. The detail of these costs is provided in notes\u00a07.2\u00a0and 7.3 on pages 231 and 232;
\u2022depreciation and amortization: depreciation and amortization of software and intangible assets, PPE own property, right-of-use and intangible assets acquired in business combinations. D&A fiction are costs related to the amortization of fiction production, which the Group considers to be operating costs. As a result of the D&A fiction, the depreciation and amortization line item in the consolidated financial statement of income deviates from the depreciation and amortization costs in this line item.
The table below presents the reconciliation of operating profit before exceptional items and amortization of acquisition-related intangibles to Adjusted EBITDA for 2022\u00a0and 2021:
| \n (in \u20ac million) | \n\n 2022 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Operating profit/(loss): | \n\n 202.5 | \n\n 163.3 | \n\n (111.1) | \n\n 254.7 | \n
| \n Restructuring costs and other non-core items | \n\n 29.7 | \n\n (8.7) | \n\n 106.4 | \n\n 127.4 | \n
| \n LTIP and employment-related earn-out and option expenses | \n\n 110.8 | \n\n 36.7 | \n\n - | \n\n 147.5 | \n
| \n Depreciation and amortization (excluding D&A fiction(1)) | \n\n 129.2 | \n\n 11.4 | \n\n - | \n\n 140.6 | \n
| \n Adjusted EBITDA | \n\n 472.1 | \n\n 202.8 | \n\n (4.7) | \n\n 670.2 | \n
| \n (1)\u20ac8.0\u00a0million of amortization of fiction production recognized in 2022. | \n
| \n (in \u20ac million) | \n\n 2021 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Operating profit/(loss): | \n\n 213.8 | \n\n (103.2) | \n\n (0.2) | \n\n 110.4 | \n
| \n Restructuring costs and other non-core items | \n\n 27.2 | \n\n 22.5 | \n\n 0.1 | \n\n 49.8 | \n
| \n LTIP and employment-related earn-out and option expenses | \n\n 62.6 | \n\n 245.4 | \n\n - | \n\n 308.0 | \n
| \n Depreciation and amortization (excluding D&A fiction(1)) | \n\n 129.2 | \n\n 11.9 | \n\n 0.0 | \n\n 141.1 | \n
| \n Adjusted EBITDA | \n\n 432.7 | \n\n 176.6 | \n\n (0.1) | \n\n 609.3 | \n
| \n (1)No amortization of fiction production recognized in 2021. | \n
4.2Balance sheet per segment
| \n (in \u20ac million) | \n\n 2022 | \n||||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Intercompany elimination | \n\n Total Group | \n|
| \n Non-current assets | \n\n 2,920.3 | \n\n 328.3 | \n\n 0.0 | \n\n - | \n\n 3,248.6 | \n
| \n Current assets | \n\n 1,906.9 | \n\n 105.1 | \n\n 56.0 | \n\n (74.0) | \n\n 1,994.1 | \n
| \n Total assets | \n\n 4,827.2 | \n\n 433.4 | \n\n 56.0 | \n\n (74.0) | \n\n 5,242.6 | \n
| \n Non-current liabilities | \n\n 2,744.2 | \n\n 153.7 | \n\n 130.5 | \n\n - | \n\n 3,028.4 | \n
| \n Current liabilities | \n\n 1,841.8 | \n\n 280.8 | \n\n 147.6 | \n\n (74.0) | \n\n 2,196.2 | \n
| \n Total liabilities (excluding equity) | \n\n 4,586.0 | \n\n 434.6 | \n\n 278.1 | \n\n (74.0) | \n\n 5,224.6 | \n
| \n (in \u20ac million) | \n\n 2021 | \n||||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Intercompany elimination | \n\n Total Group | \n|
| \n Non-current assets | \n\n 2,792.4 | \n\n 314.5 | \n\n 21.4 | \n\n - | \n\n 3,128.3 | \n
| \n Current assets | \n\n 1,715.3 | \n\n 136.3 | \n\n 62.1 | \n\n - | \n\n 1,913.7 | \n
| \n Total assets | \n\n 4,507.7 | \n\n 450.8 | \n\n 83.5 | \n\n - | \n\n 5,042.0 | \n
| \n Non-current liabilities | \n\n 2,598.2 | \n\n 157.0 | \n\n 162.6 | \n\n - | \n\n 2,917.9 | \n
| \n Current liabilities | \n\n 1,685.1 | \n\n 411.0 | \n\n 34.2 | \n\n - | \n\n 2,130.3 | \n
| \n Total liabilities (excluding equity) | \n\n 4,283.4 | \n\n 568.0 | \n\n 196.8 | \n\n - | \n\n 5,048.2 | \n
4.2.1Content production &\u00a0distribution business
Non-current assets are mainly constituted by goodwill resulting from BGH\u2019s acquisitions, intangible assets, right-of use assets, financial interests in non-consolidated companies and the non-current portion of the derivative financial assets.
Current assets are constituted by trade receivables, cash and cash equivalents, tax receivables, intercompany receivable with other segments and work in progress which correspond to costs incurred in the production of non-scripted programs (or scripted programs for which the Group does not expect subsequent Intellectual Property revenue) that have not been delivered at reporting date, as the Group recognizes its production revenue upon delivery of the materials to the customer.
Non-current liabilities include primarily long-term borrowings and other financial debt, long-term lease liabilities and other non-current liabilities.
Current liabilities are constituted by short-term borrowings, trade payables, employee-related payables, tax liabilities, short term liabilities on non-controlling interests, employments-related earn out and option obligations and deferred income that relates to undelivered programs that are work-in progress (or intangible assets-in-progress) and that have already been invoiced. Those deferred incomes correspond to the contract liabilities (in accordance with IFRS\u00a015).
4.2.2Online sports betting &\u00a0gaming business
Non-current assets are mainly composed of goodwill generated from acquisitions, intangible assets (mainly IT software and online gaming platform) and non-current restricted cash and cash equivalents.
Current assets primarily comprise cash and cash equivalents and trade receivables from providers (refer to note\u00a017.2 on page 247).
Non-current liabilities are composed by long-term borrowings and employee-related long-term incentives.
Current liabilities are primarily constituted by short-term borrowings, intercompany debt with other segments, gaming taxes and liabilities related to the Betclic Everest Group's incentive plans (LTIP). In 2021, current liabilities also included provisions for legal contingencies.
4.2.3Holding
Current assets are mainly constituted by intercompany loans with other segments and by tax receivables (excluding income tax), prepaid expenses and cash and cash equivalents in 2022. In 2021, current assets mainly comprised shareholders\u2019 current accounts, while non-current assets included derivative attached to the convertible bonds.
Non-current liabilities are formed by other securities issued in the context of the Business Combination described in note 3.1.1 II) on page 220.
Current liabilities correspond mainly to supplier payables, short-term borrowings, bank overdrafts and vendor loans issued in the context of the Business Combination described in note 3.1.1 II) on page 220.
Net debt per Segment
| \n (in \u20ac million) | \n\n 2022 | \n||||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Inter-company elimination | \n\n Total Group | \n|
| \n Bonds | \n\n 1,330.8 | \n\n - | \n\n - | \n\n - | \n\n 1,330.8 | \n
| \n Bank borrowings and other(1) | \n\n 1,035.1 | \n\n 179.0 | \n\n 0.0 | \n\n (74.0) | \n\n 1,140.1 | \n
| \n Bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Accrued interests on bonds and bank borrowings | \n\n 29.5 | \n\n 0.1 | \n\n - | \n\n - | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n 138.4 | \n\n - | \n\n 138.4 | \n
| \n Total bank indebtedness and other | \n\n 2,395.4 | \n\n 179.1 | \n\n 138.4 | \n\n (74.0) | \n\n 2,638.9 | \n
| \n Cash and cash equivalents and other(1) | \n\n (430.2) | \n\n (72.1) | \n\n (51.2) | \n\n 74.0 | \n\n (479.4) | \n
| \n Trade receivables on providers | \n\n \u00a0 | \n\n (13.1) | \n\n \u00a0 | \n\n \u00a0 | \n\n (13.1) | \n
| \n Players\u2019 liabilities | \n\n \u00a0 | \n\n 50.6 | \n\n \u00a0 | \n\n \u00a0 | \n\n 50.6 | \n
| \n Cash in trusts and restricted cash | \n\n \u00a0 | \n\n (31.2) | \n\n (0.5) | \n\n \u00a0 | \n\n (31.6) | \n
| \n Net cash and cash equivalents and other | \n\n (430.2) | \n\n (65.8) | \n\n (51.7) | \n\n 74.0 | \n\n (473.6) | \n
| \n Net debt before derivatives effects | \n\n 1,965.3 | \n\n 113.3 | \n\n 86.7 | \n\n - | \n\n 2,165.3 | \n
| \n Derivatives \u2013\u00a0liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Derivatives \u2013\u00a0assets | \n\n (69.1) | \n\n (5.4) | \n\n - | \n\n - | \n\n (74.5) | \n
| \n Net debt | \n\n 1,896.2 | \n\n 107.9 | \n\n 86.7 | \n\n - | \n\n 2,090.8 | \n
| \n (1)Including intercompany loan and excluding current account. | \n
| \n (in \u20ac million) | \n\n 2021 | \n||||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Inter-company elimination | \n\n Total Group | \n|
| \n Bonds(1) | \n\n 1,298.8 | \n\n - | \n\n 162.6 | \n\n - | \n\n 1,461.5 | \n
| \n Bank borrowings(1) | \n\n 964.7 | \n\n 267.8 | \n\n - | \n\n - | \n\n 1,232.5 | \n
| \n Bank overdrafts | \n\n 1.7 | \n\n - | \n\n 0.0 | \n\n - | \n\n 1.7 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n 28.0 | \n\n 0.3 | \n\n 4.5 | \n\n - | \n\n 32.7 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total bank indebtedness | \n\n 2,293.2 | \n\n 268.0 | \n\n 167.1 | \n\n - | \n\n 2,728.4 | \n
| \n Cash and cash equivalents | \n\n (344.7) | \n\n (87.9) | \n\n (1.5) | \n\n - | \n\n (434.1) | \n
| \n Trade receivables on providers | \n\n \n | \n\n (24.8) | \n\n \u00a0 | \n\n - | \n\n (24.8) | \n
| \n Players\u2019 liabilities | \n\n \n | \n\n 41.7 | \n\n \u00a0 | \n\n - | \n\n 41.7 | \n
| \n Cash in trusts and restricted cash | \n\n \n | \n\n (22.4) | \n\n \u00a0 | \n\n - | \n\n (22.4) | \n
| \n Net cash and cash equivalents | \n\n (344.7) | \n\n (93.3) | \n\n (1.5) | \n\n - | \n\n (439.5) | \n
| \n Net debt before derivatives effects | \n\n 1,948.5 | \n\n 174.7 | \n\n 165.6 | \n\n - | \n\n 2,288.8 | \n
| \n Derivatives \u2013 liabilities | \n\n 6.1 | \n\n - | \n\n - | \n\n \n | \n\n 6.1 | \n
| \n Derivatives \u2013 assets | \n\n (4.4) | \n\n (0.4) | \n\n (21.4) | \n\n \n | \n\n (26.2) | \n
| \n Net debt | \n\n 1,950.2 | \n\n 174.3 | \n\n 144.2 | \n\n - | \n\n 2,268.8 | \n
| \n (1)Term loans were reclassified as of 31/12/2021\u00a0from bonds to bank borrowings due to their nature for a total amount of \u20ac380.3\u00a0million. | \n
4.2.4Statement of cash flows and free cash flows
| \n (in \u20ac million) | \n\n 2022 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Net cash flow from operating activities | \n\n 378.8 | \n\n 107.4 | \n\n (27.7) | \n\n 458.6 | \n
| \n Cash flow (used in)/from investing activities | \n\n (147.4) | \n\n (16.3) | \n\n 162.6 | \n\n (1.1) | \n
| \n Cash flow (used in)/from financing activities | \n\n (196.7) | \n\n (106.9) | \n\n (125.9) | \n\n (429.6) | \n
| \n Impact of foreign exchanges rates | \n\n 19.1 | \n\n - | \n\n - | \n\n 19.1 | \n
| \n Net increase/(decrease) in cash and cash equivalents | \n\n 53.7 | \n\n (15.8) | \n\n 9.0 | \n\n 47.0 | \n
| \n Cash and cash equivalents as of 1\u00a0January | \n\n 343.1 | \n\n 87.9 | \n\n 1.5 | \n\n 432.4 | \n
| \n Cash and cash equivalents as of 31\u00a0December | \n\n 396.8 | \n\n 72.1 | \n\n 10.5 | \n\n 479.4 | \n
| \n (in \u20ac million) | \n\n 2022 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Adjusted EBITDA | \n\n 472.1 | \n\n 202.8 | \n\n (4.7) | \n\n 670.2 | \n
| \n Purchase of property, plant and equipment and of intangible assets | \n\n (60.3) | \n\n (7.9) | \n\n (0.0) | \n\n (68.1) | \n
| \n Total cash outflows for leases that are not recognized as rental expenses | \n\n (44.1) | \n\n (3.3) | \n\n - | \n\n (47.3) | \n
| \n Adjusted Free Cash Flow | \n\n 367.8 | \n\n 191.7 | \n\n (4.7) | \n\n 554.7 | \n
| \n (in \u20ac million) | \n\n 2021 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Net cash flow from operating activities | \n\n 323.6 | \n\n 81.4 | \n\n (1.6) | \n\n 403.5 | \n
| \n Cash flow (used in)/from investing activities | \n\n (89.3) | \n\n (7.8) | \n\n - | \n\n (97.1) | \n
| \n Cash flow (used in)/from financing activities | \n\n (158.7) | \n\n (101.0) | \n\n 1.7 | \n\n (258.0) | \n
| \n Impact of foreign exchanges rates | \n\n (4.4) | \n\n - | \n\n - | \n\n (4.4) | \n
| \n Net increase/(decrease) in cash and cash equivalents | \n\n 71.2 | \n\n (27.4) | \n\n 0.1 | \n\n 43.9 | \n
| \n Cash and cash equivalents as of 1\u00a0January | \n\n 271.9 | \n\n 115.2 | \n\n 1.4 | \n\n 388.5 | \n
| \n Cash and cash equivalents as of 31\u00a0December | \n\n 343.1 | \n\n 87.9 | \n\n 1.5 | \n\n 432.4 | \n
| \n (in \u20ac million) | \n\n 2021 | \n|||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Adjusted EBITDA | \n\n 432.7 | \n\n 176.6 | \n\n (0.1) | \n\n 609.3 | \n
| \n Purchase of property, plant and equipment and of intangible assets | \n\n (56.0) | \n\n (10.5) | \n\n - | \n\n (66.5) | \n
| \n Total cash outflows for leases that are not recognized as rental expenses | \n\n (41.5) | \n\n (3.7) | \n\n - | \n\n (45.2) | \n
| \n Adjusted Free Cash Flow | \n\n 335.2 | \n\n 162.4 | \n\n (0.1) | \n\n 497.6 | \n
Information by geographical area based on the location of the customer is as follows:
| \n (in \u20ac million) Revenue by geographical area | \n\n 2022 | \n||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Total Group | \n|
| \n Europe | \n\n 2,155.3 | \n\n 822.5 | \n\n 2,977.8 | \n
| \n United States of America | \n\n 668.0 | \n\n - | \n\n 668.2 | \n
| \n Rest of the world | \n\n 388.4 | \n\n 12.50 | \n\n 400.8 | \n
| \n Total revenue | \n\n 3,211.6 | \n\n 835.0 | \n\n 4,046.6 | \n
| \n\n | \n
| \n (in \u20ac million) Revenue by geographical area | \n\n 2021 | \n||
| \n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Total Group | \n|
| \n Europe | \n\n 1,940.1 | \n\n 737.6 | \n\n 2,677.7 | \n
| \n United States of America | \n\n 450.2 | \n\n - | \n\n 450.2 | \n
| \n Rest of the world | \n\n 365.6 | \n\n 3.5 | \n\n 369.1 | \n
| \n Total revenue | \n\n 2,756.0 | \n\n 741.0 | \n\n 3,497.0 | \n
2.5.21Operating segments
According to IFRS\u00a08, an operating segment is a component of an entity that i) engages in business activities from which it may earn revenue and incur in expenses, ii) whose operating results are regularly reviewed by the entity\u2019s chief operating decision maker (CODM) to decide how resources should be allocated to the component and iii) for which discrete financial information is available.
The operating segments are Content production &\u00a0distribution business and Online sports betting &\u00a0gaming business. The segments are organized based on the nature of the business. Holding represents amounts not allocated to the operating segments and includes certain costs related to central activities as well as group enabling functions. Intercompany elimination represents transaction inter segments that do not contribute to the Group figures.
\u2022The operating segment reporting follows the internal reporting used by the CODM \u2013\u00a0FL\u00a0Entertainment\u2019s Board of Directors \u2013\u00a0to manage the business, assess the performance based on the available financial information and to allocate the resources. The most important performance measures(32) are net revenue, Adjusted EBITDA (definition in note\u00a04 on page 224), cost of Net Debt and Adjusted Free Cash Flow as management believes this is key in evaluating the results of the segments relative to other companies that operate within the same industry.
Current Tax
Tax receivables or tax payables for the current period and prior periods are estimated at the amount that is expected to be received from or to be paid to the tax administration. Tax rates and tax laws used in order to estimate the tax receivable or the tax liability are those which have been enacted at closing date. Current income taxes pertaining to items recognized in \u201cother comprehensive income\u201d are recorded in the same category and not as profit or loss.
The Group classifies the CVAE in France (contribution on added value) and IRAP Tax in Italy (regional production tax) as income\u00a0tax.
Deferred Taxes
Differences existing at closing between the tax bases of assets and liabilities and their carrying value in the consolidated statement of financial position give rise to temporary differences, except for non-tax-deductible goodwill. Pursuant to the liability method, these temporary differences result in the accounting of:
\u2022deferred tax assets, when the tax base value is greater than the carrying value (expected future tax saving);\u00a0and
\u2022deferred tax liabilities, when the tax base value is lower than the carrying value (expected future tax expense).
Deferred tax assets and liabilities are measured at the expected tax rates for the year during the Group expects the asset will be realized or the liability settled, based on tax rates (and tax regulations) enacted or substantially enacted by the closing date. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Deferred tax assets for all deductible temporary differences, tax loss carry-forwards and unused tax credits are only recognized to the extent that it is probable that future taxable profit will be available against to utilize them.
The carrying value of deferred tax assets is reviewed at each closing date, and revalued or reduced to the extent that it is more or less probable that a taxable profit will be available to allow the deferred tax asset to be utilized. When assessing the probability of a taxable profit being available, account is taken, primarily, of prior years\u2019 results, forecasted future results, non-recurring items unlikely to occur in the future and the tax strategy. As such, the assessment of the Group\u2019s ability to utilize tax losses carried forward is to a large extent judgment based. If the future taxable results of the Group proved to differ significantly from those expected, the Group would be required to increase or decrease the carrying value of deferred tax assets with a potentially material impact on the Group\u2019s statement of financial position and statement of income.
Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity or tax group. They are classified in the statement of financial position as non-current assets and liabilities.
Deferred tax shall be charged or credited directly to equity, and not profit and loss if the tax relates to items that are credited or charged directly to equity. Deferred taxes resulting from the recognition of asset or liability in a business combination are recognized in the same way.
| \n Note 11 | \n\n Income tax | \n
11.1Income tax expense
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Current income tax | \n\n (84.4) | \n\n (57.7) | \n
| \n Deferred income tax | \n\n 7.5 | \n\n 8.5 | \n
| \n Total tax expense | \n\n (76.9) | \n\n (49.2) | \n
In addition to the amount charged to profit or loss, the following amounts relating to tax have been recognized in other comprehensive income:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Deferred Tax | \n\n (9.1) | \n\n (4.0) | \n
| \n Deferred tax on fair value adjustment on cash flow hedge | \n\n (9.1) | \n\n (4.0) | \n
| \n Items to be subsequently reclassified to profit or loss | \n\n (9.1) | \n\n (4.0) | \n
11.2Group\u2019s tax reconciliation
The Group\u2019s profit is generated in several countries. The tax rate is subject to changes in actual local tax rates and depends on the relative contributions of the different countries in the Group\u2019s profit.
The current tax rates for French companies in the Group is 25.83% in fiscal year 2022\u00a0and 28.41% in 2021\u00a0in connection with the 2018\u00a0Finance Act which applied a gradual reduction in the tax rate for French companies.
The following table shows a reconciliation of the theoretical tax expense calculated at the French applicable rate, the Parent Company being a tax resident in France, and the recognized income tax expense:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Consolidated net income/(loss) | \n\n (81.1) | \n\n (73.4) | \n
| \n Income from associates and joint venture | \n\n (2.2) | \n\n (1.2) | \n
| \n Net income of consolidated companies | \n\n (78.9) | \n\n (72.2) | \n
| \n Income tax | \n\n (76.9) | \n\n (49.2) | \n
| \n Net income of consolidated companies before tax | \n\n (2.0) | \n\n (23.0) | \n
| \n Applicable corporate tax rate | \n\n 25.83% | \n\n 28.41% | \n
| \n Theoretical tax charges | \n\n 0.5 | \n\n 6.5 | \n
| \n Impact from tax rate differentials | \n\n (2.0) | \n\n 15.6 | \n
| \n Change in unrecognized deferred tax assets(1) | \n\n (13.0) | \n\n 13.0 | \n
| \n Savings/charge on permanent tax differences(2) | \n\n (51.1) | \n\n (76.7) | \n
| \n Tax without basis(3) | \n\n (11.6) | \n\n (10.3) | \n
| \n Other | \n\n 0.2 | \n\n 2.6 | \n
| \n Group tax expense | \n\n (76.9) | \n\n (49.2) | \n
| \n (1)The negative impact on unrecognized deferred tax assets in 2022 is mainly due to derecognition of deferred tax in France and Italy following unfavorable tax planning over the next 4 years in the Content production & distribution business, and the non-recognition of deferred tax assets in FLE. The income tax income recognized in 2021 is mainly due to the reassessment of prior unrecognized deferred tax assets on tax losses carried forward from prior periods in the Content production & distribution business, resulting from better prospects in certain countries (mainly in the UK, Australia and Netherlands). (2)In 2022, permanent tax differences are mainly linked to IFRS expenses related to LTIP and listing expenses that are mostly not tax deductible. In\u00a02021, permanent tax differences are mainly linked to the IFRS 2 expense recognized in relation with the new agreement signed with a manager in the Online sports betting & gaming business (refer to note 3.2.3 III on page 323). (3)These amounts mainly reflect the CVAE in France, IRAP in Italy, and state-tax in the US as well as withholding taxes. | \n
The reconciling items reflect the effect of tax rate differentials and changes as well as the tax effects of non-taxable income or non-deductible expenses arising from permanent differences between local tax bases and the financial statements presented under IFRS.
11.3Deferred taxes
11.3.1Change in deferred taxes
| \n (in \u20ac million) | \n\n Total deferred tax assets | \n\n Total deferred tax liabilities | \n
| \n Balance as of 1\u00a0January 2021 | \n\n 51.3 | \n\n (7.1) | \n
| \n Deferred tax recognized in profit or loss | \n\n 2.9 | \n\n 2.1 | \n
| \n Deferred tax recognized in invested equity | \n\n (4.2) | \n\n 0.1 | \n
| \n Deferred tax recognized in business combinations | \n\n (1.5) | \n\n (0.5) | \n
| \n Translation differences | \n\n 2.1 | \n\n (0.2) | \n
| \n Reclassification | \n\n (3.0) | \n\n 2.4 | \n
| \n Other movements | \n\n - | \n\n 0.0 | \n
| \n Balance as of 31\u00a0December 2021 | \n\n 47.6 | \n\n (3.2) | \n
| \n Deferred tax recognized in profit or loss | \n\n 8.1 | \n\n (0.6) | \n
| \n Deferred tax recognized in invested equity | \n\n (6.4) | \n\n (2.8) | \n
| \n Deferred tax recognized in business combinations | \n\n 0.8 | \n\n 0.3 | \n
| \n Translation differences | \n\n 0.7 | \n\n (0.1) | \n
| \n Reclassification | \n\n 1.0 | \n\n (1.0) | \n
| \n Other movements | \n\n - | \n\n 0.0 | \n
| \n Balance as of 31\u00a0December 2022 | \n\n 51.9 | \n\n (7.4) | \n
11.3.2Breakdown by nature
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Tax loss carryforwards | \n\n 52.2 | \n\n 49.4 | \n
| \n Share-based payment (cash settled) and other provisions for retirement | \n\n 6.3 | \n\n 12.5 | \n
| \n PPA | \n\n (25.0) | \n\n (34.0) | \n
| \n IFRS 16 | \n\n 0.9 | \n\n - | \n
| \n Financial instruments | \n\n (5.9) | \n\n - | \n
| \n Others | \n\n 16.0 | \n\n 16.5 | \n
| \n Deferred tax assets/(liabilities), net | \n\n 44.5 | \n\n 44.4 | \n
| \n O/w deferred tax assets | \n\n 51.9 | \n\n 47.6 | \n
| \n O/w deferred tax liabilities | \n\n 7.4 | \n\n 3.2 | \n
The Group analyzed the potential utilization of the deferred tax asset arising from tax loss carryforwards in a near future (i.e. based on expected taxable profits in the two next years).
The cumulated unrecognized tax loss carryforwards as of 31\u00a0December 2022\u00a0amounted to \u20ac142.3\u00a0million (\u20ac143.0\u00a0million in 2021).
The main part of the tax loss carryforwards can be used indefinitely. However, in certain geographies such as France, UK, US, some of those tax loss carryforwards are restricted in their consumption (for instance limited to a certain amount or percentage of taxable income).
Deferred Taxes
Differences existing at closing between the tax bases of assets and liabilities and their carrying value in the consolidated statement of financial position give rise to temporary differences, except for non-tax-deductible goodwill. Pursuant to the liability method, these temporary differences result in the accounting of:
\u2022deferred tax assets, when the tax base value is greater than the carrying value (expected future tax saving);\u00a0and
\u2022deferred tax liabilities, when the tax base value is lower than the carrying value (expected future tax expense).
Deferred tax assets and liabilities are measured at the expected tax rates for the year during the Group expects the asset will be realized or the liability settled, based on tax rates (and tax regulations) enacted or substantially enacted by the closing date. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Deferred tax assets for all deductible temporary differences, tax loss carry-forwards and unused tax credits are only recognized to the extent that it is probable that future taxable profit will be available against to utilize them.
The carrying value of deferred tax assets is reviewed at each closing date, and revalued or reduced to the extent that it is more or less probable that a taxable profit will be available to allow the deferred tax asset to be utilized. When assessing the probability of a taxable profit being available, account is taken, primarily, of prior years\u2019 results, forecasted future results, non-recurring items unlikely to occur in the future and the tax strategy. As such, the assessment of the Group\u2019s ability to utilize tax losses carried forward is to a large extent judgment based. If the future taxable results of the Group proved to differ significantly from those expected, the Group would be required to increase or decrease the carrying value of deferred tax assets with a potentially material impact on the Group\u2019s statement of financial position and statement of income.
Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity or tax group. They are classified in the statement of financial position as non-current assets and liabilities.
Deferred tax shall be charged or credited directly to equity, and not profit and loss if the tax relates to items that are credited or charged directly to equity. Deferred taxes resulting from the recognition of asset or liability in a business combination are recognized in the same way.
11.1Income tax expense
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Current income tax | \n\n (84.4) | \n\n (57.7) | \n
| \n Deferred income tax | \n\n 7.5 | \n\n 8.5 | \n
| \n Total tax expense | \n\n (76.9) | \n\n (49.2) | \n
In addition to the amount charged to profit or loss, the following amounts relating to tax have been recognized in other comprehensive income:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Deferred Tax | \n\n (9.1) | \n\n (4.0) | \n
| \n Deferred tax on fair value adjustment on cash flow hedge | \n\n (9.1) | \n\n (4.0) | \n
| \n Items to be subsequently reclassified to profit or loss | \n\n (9.1) | \n\n (4.0) | \n
11.3Deferred taxes
11.3.1Change in deferred taxes
| \n (in \u20ac million) | \n\n Total deferred tax assets | \n\n Total deferred tax liabilities | \n
| \n Balance as of 1\u00a0January 2021 | \n\n 51.3 | \n\n (7.1) | \n
| \n Deferred tax recognized in profit or loss | \n\n 2.9 | \n\n 2.1 | \n
| \n Deferred tax recognized in invested equity | \n\n (4.2) | \n\n 0.1 | \n
| \n Deferred tax recognized in business combinations | \n\n (1.5) | \n\n (0.5) | \n
| \n Translation differences | \n\n 2.1 | \n\n (0.2) | \n
| \n Reclassification | \n\n (3.0) | \n\n 2.4 | \n
| \n Other movements | \n\n - | \n\n 0.0 | \n
| \n Balance as of 31\u00a0December 2021 | \n\n 47.6 | \n\n (3.2) | \n
| \n Deferred tax recognized in profit or loss | \n\n 8.1 | \n\n (0.6) | \n
| \n Deferred tax recognized in invested equity | \n\n (6.4) | \n\n (2.8) | \n
| \n Deferred tax recognized in business combinations | \n\n 0.8 | \n\n 0.3 | \n
| \n Translation differences | \n\n 0.7 | \n\n (0.1) | \n
| \n Reclassification | \n\n 1.0 | \n\n (1.0) | \n
| \n Other movements | \n\n - | \n\n 0.0 | \n
| \n Balance as of 31\u00a0December 2022 | \n\n 51.9 | \n\n (7.4) | \n
11.3.2Breakdown by nature
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Tax loss carryforwards | \n\n 52.2 | \n\n 49.4 | \n
| \n Share-based payment (cash settled) and other provisions for retirement | \n\n 6.3 | \n\n 12.5 | \n
| \n PPA | \n\n (25.0) | \n\n (34.0) | \n
| \n IFRS 16 | \n\n 0.9 | \n\n - | \n
| \n Financial instruments | \n\n (5.9) | \n\n - | \n
| \n Others | \n\n 16.0 | \n\n 16.5 | \n
| \n Deferred tax assets/(liabilities), net | \n\n 44.5 | \n\n 44.4 | \n
| \n O/w deferred tax assets | \n\n 51.9 | \n\n 47.6 | \n
| \n O/w deferred tax liabilities | \n\n 7.4 | \n\n 3.2 | \n
The Group analyzed the potential utilization of the deferred tax asset arising from tax loss carryforwards in a near future (i.e. based on expected taxable profits in the two next years).
The cumulated unrecognized tax loss carryforwards as of 31\u00a0December 2022\u00a0amounted to \u20ac142.3\u00a0million (\u20ac143.0\u00a0million in 2021).
The main part of the tax loss carryforwards can be used indefinitely. However, in certain geographies such as France, UK, US, some of those tax loss carryforwards are restricted in their consumption (for instance limited to a certain amount or percentage of taxable income).
Current Tax
Tax receivables or tax payables for the current period and prior periods are estimated at the amount that is expected to be received from or to be paid to the tax administration. Tax rates and tax laws used in order to estimate the tax receivable or the tax liability are those which have been enacted at closing date. Current income taxes pertaining to items recognized in \u201cother comprehensive income\u201d are recorded in the same category and not as profit or loss.
The Group classifies the CVAE in France (contribution on added value) and IRAP Tax in Italy (regional production tax) as income\u00a0tax.
Deferred Taxes
Differences existing at closing between the tax bases of assets and liabilities and their carrying value in the consolidated statement of financial position give rise to temporary differences, except for non-tax-deductible goodwill. Pursuant to the liability method, these temporary differences result in the accounting of:
\u2022deferred tax assets, when the tax base value is greater than the carrying value (expected future tax saving);\u00a0and
\u2022deferred tax liabilities, when the tax base value is lower than the carrying value (expected future tax expense).
Deferred tax assets and liabilities are measured at the expected tax rates for the year during the Group expects the asset will be realized or the liability settled, based on tax rates (and tax regulations) enacted or substantially enacted by the closing date. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Deferred tax assets for all deductible temporary differences, tax loss carry-forwards and unused tax credits are only recognized to the extent that it is probable that future taxable profit will be available against to utilize them.
The carrying value of deferred tax assets is reviewed at each closing date, and revalued or reduced to the extent that it is more or less probable that a taxable profit will be available to allow the deferred tax asset to be utilized. When assessing the probability of a taxable profit being available, account is taken, primarily, of prior years\u2019 results, forecasted future results, non-recurring items unlikely to occur in the future and the tax strategy. As such, the assessment of the Group\u2019s ability to utilize tax losses carried forward is to a large extent judgment based. If the future taxable results of the Group proved to differ significantly from those expected, the Group would be required to increase or decrease the carrying value of deferred tax assets with a potentially material impact on the Group\u2019s statement of financial position and statement of income.
Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity or tax group. They are classified in the statement of financial position as non-current assets and liabilities.
Deferred tax shall be charged or credited directly to equity, and not profit and loss if the tax relates to items that are credited or charged directly to equity. Deferred taxes resulting from the recognition of asset or liability in a business combination are recognized in the same way.
Deferred Taxes
Differences existing at closing between the tax bases of assets and liabilities and their carrying value in the consolidated statement of financial position give rise to temporary differences, except for non-tax-deductible goodwill. Pursuant to the liability method, these temporary differences result in the accounting of:
\u2022deferred tax assets, when the tax base value is greater than the carrying value (expected future tax saving);\u00a0and
\u2022deferred tax liabilities, when the tax base value is lower than the carrying value (expected future tax expense).
Deferred tax assets and liabilities are measured at the expected tax rates for the year during the Group expects the asset will be realized or the liability settled, based on tax rates (and tax regulations) enacted or substantially enacted by the closing date. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Deferred tax assets for all deductible temporary differences, tax loss carry-forwards and unused tax credits are only recognized to the extent that it is probable that future taxable profit will be available against to utilize them.
The carrying value of deferred tax assets is reviewed at each closing date, and revalued or reduced to the extent that it is more or less probable that a taxable profit will be available to allow the deferred tax asset to be utilized. When assessing the probability of a taxable profit being available, account is taken, primarily, of prior years\u2019 results, forecasted future results, non-recurring items unlikely to occur in the future and the tax strategy. As such, the assessment of the Group\u2019s ability to utilize tax losses carried forward is to a large extent judgment based. If the future taxable results of the Group proved to differ significantly from those expected, the Group would be required to increase or decrease the carrying value of deferred tax assets with a potentially material impact on the Group\u2019s statement of financial position and statement of income.
Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity or tax group. They are classified in the statement of financial position as non-current assets and liabilities.
Deferred tax shall be charged or credited directly to equity, and not profit and loss if the tax relates to items that are credited or charged directly to equity. Deferred taxes resulting from the recognition of asset or liability in a business combination are recognized in the same way.
A related party is a person or an entity that is related to the Group. These include both people and entities that have, or are subject to, the influence or control of the Group (e.g.,\u00a0shareholders, key management personnel). Transactions with related parties are accounted for in accordance with the requirements of relevant IFRS and take into account the substance as well as the legal form.
2.6Going concern
The management assessed the Group\u2019s ability to continue as a going concern when preparing the consolidated financial statements.
Balance sheet
Equity turned positive again as of 31 December 2022 for a total amount of \u20ac18.0 million compared to -\u20ac6.2\u00a0million as of 31\u00a0December 2021. In addition, the current part of the financial liabilities is covered by the current part of the financial assets and cash and cash equivalents held by the group.
Losses in 2022 and 2021
Net losses in 2022 are mainly due to the non-recurring transaction costs incurred, which are largely non-cash, and the impact of the change of fair value of the put options and LTIP debts following the re-assessment of Banijay Group shares in relation with the Group\u2019s reorganization and Pegasus Merger as explained in the notes 3.1.1 II) and 3.1.2 on pages 220 and 222. In 2021, the net losses were mainly due to a new share-based payments agreement which led to an expense as explained in the note 3.2.3 III) on page 223. Those negative results are of an exceptional nature and are not intended to be recurrent.
Liquidity / Forecast
In terms of liquidity, the management has performed a monthly cash flow forecast for the next year. This forecast includes an organic growth with a high degree of certainty predictability due to the group activity, dividend cash out and repayment of borrowings and other financial liabilities. This forecast confirmed the absence of solvency risk and that the group is confident in its capacity to covers its needs. In addition, there is no breach of financial covenants to be reported.
Sensitivity test
The Group also modelled a scenario assuming a decrease of 10% of activity in 2023 and 2024 compared to the budget 2023 and Business plan 2024 to assess whether there is sufficient liquidity position. In this scenario, the Group would have enough liquidity and financing facilities to continue its operation. A stress test to a decrease of activity by 15% was also performed and lead to the same conclusion.
Other lines of credit
In addition, as explained in note\u00a027 on page 270, as of 31\u00a0December 2022, undrawn committed lines of credit, overdrafts and other borrowings have been obtained for a total of \u20ac211\u00a0million. As disclosed in the note 25.4 \u2013 Liquidity risk on page 266, the Content production & distribution business is subject to financial covenants, namely concerning RCF (Revolving Credit Facility) in the event of a drawdown of 40%. In December 2022, although the RCF is not drawn, such financial covenants are satisfied.
In addition, as disclosed in the note 23.3 \u2013 Current and non-current financial liabilities on page 259, FL Entertainment has the possibility to extend the maturity of the vendor loans that are due in November 2023.
Conclusion
Based on the above, management considers the Group has sufficient resources to continue operating for at least 12\u00a0months and that there are no material uncertainties about the Group\u2019s ability to continue as going concern.
| \n Note 3 | \n\n Significant events | \n
3.1.4Other information
Russia-Ukraine Conflict
The Group is closely monitoring developments in the conflict between Russia and Ukraine since the invasion of Russia in Ukraine in February\u00a02022. FL Entertainment has a limited exposure to the Russian market (net revenue contribution of \u20ac27\u00a0million and current operating profit of \u20ac2\u00a0million for the twelve-month period).
Since the start of the conflict in Ukraine on 24\u00a0February 2022, Banijay sub-group has monitored the impact the situation on its Russian entities Weit Media. On the third quarter of 2022, in line with the European and American sanctions against Russia, Banijay froze the operations with Weit Media (now gathering Mastiff Russia and Weit Media activities). Therefore, from the fourth quarter 2022 Banijay considers it has lost control under IFRS\u00a010 of the subsidiaries. In addition, on 15\u00a0December 2022, a selling contract was signed with on-site managers, but the transaction is still submitted to the agreement of the Russian Government Commission.
The Group also monitors the macro-economic trends that could have repercussions for the Group\u2019s operations.
3.2.4Other information
Impact of the Covid-19\u00a0Pandemic
As of December\u00a02021, despite the new lockdown during the first quarter of 2021\u00a0in certain countries where the Group operates (Australia, Belgium, Brazil, Denmark, Finland, France, Germany, India, Italy, Mexico, Netherlands, New Zealand, Norway, Poland, Portugal, Russia, Spain, Sweden, UK and USA), the activities of production and online sports betting and gaming were not highly impacted. Furthermore, the operating entities took into consideration the additional COVID costs on the budget of the production segment.
Nevertheless, depending on the evolution of the sanitary context and local governmental rules, potential additional stricter measures may impact the activity within the business in the upcoming months.
3.1.1Holding
I)Incorporation of FL Entertainment\u00a0N.V. (former\u00a0B.V.)
FL Entertainment\u00a0B.V. has been incorporated on 10\u00a0March 2022. Until of 30\u00a0June 2022, this Company was a private limited liability company under the Dutch law, with a tax residency in France.
On 1\u00a0July 2022, following the Business Combination Agreement described below, FL Entertainment\u00a0BV changed its legal structure from\u00a0B.V. (Private limited company) to\u00a0N.V. (public limited company). Its tax residency is still in France.
II)Business Combination Agreement \u2013\u00a0Transaction Between FL Entertainment and the SPAC Pegasus Entrepreneurs
FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurial Acquisition Company Europe\u00a0B.V. (Pegasus Entrepreneurs), a special purpose acquisition company (SPAC) focused on European growth companies listed and traded on Euronext Amsterdam, entered on 10\u00a0May 2022\u00a0into a definitive Business Combination Agreement amended on 22\u00a0June 2022\u00a0(Business Combination Agreement). The transaction consists of (i) the Business Combination of FL Entertainment and Pegasus Entrepreneurs resulting in a public listing of FL\u00a0Entertainment on Euronext Amsterdam (Business Combination, (ii) the equity roll-over of the minority shareholders in the Banijay Group (Vivendi, Fimalac and De Agostini) and Betclic Everest Group (SBM International) to become shareholders of FL Entertainment, and (iii) raising of \u20ac646\u00a0million of proceeds.
Group\u2019s reorganization
On 10\u00a0May 2022, the Company entered into an investment agreement with Financi\u00e8re Lov and St\u00e9phane Courbit, Lov Group Invest, Monte-Carlo SBM International S.\u00e0.r.l (SBM International), Dea Communications\u00a0SA (De Agostini), F.\u00a0Marc de Lacharri\u00e8re (Fimalac), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2\u00a0SAS (a subsidiary of the Sponsor Tikehau Capital SC), Poseidon Entrepreneurs Financial Sponsor\u00a0SAS (a subsidiary of the Sponsor Financi\u00e8re Agache\u00a0SA), Financi\u00e8re Agache (a Sponsor), Vivendi Content (Vivendi), Soci\u00e9t\u00e9 d\u2019Investissements et de Gestion \u2013\u00a0SIG 116\u00a0and Vivendi SE.
On 22\u00a0June 2022, the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the Investment Agreement). Pursuant to the Investment Agreement, Financi\u00e8re Lov agreed to subscribe for and, on 30\u00a0June 2022\u00a0received in return for its investment, 13,520,565\u00a0newly issued Ordinary Shares, 13,520,565\u00a0newly issued Special Voting Shares A (SVS) and 13,000,000\u00a0newly issued Earn-Out Preference Shares A, 3,500,000\u00a0newly issued Earn-Out Preference Shares B and 3,500,000\u00a0newly issued Earn-Out Preference Shares C (together Earn-out Shares), for an aggregate amount of \u20ac250,000,000. Further to the terms of the Investment Agreement, Financi\u00e8re Lov has received such shares in return for its investment on 30\u00a0June 2022.
Pursuant to (i) the Business Combination Agreement entered into by FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurs, and (ii) the investment agreement entered into by Financi\u00e8re Lov, Pegasus Entrepreneurs, SBM International, DEA Communications\u00a0SA, Fimalac, Vivendi, Tikehau Capital and Financi\u00e8re Agache on 10\u00a0May 2022, the Group conducted reorganization between entities within Financi\u00e8re Lov Group and with minority interests in order to achieve the transaction described below. The reorganization steps were implemented as follows (the\u00a0Lov Reorganization):
a.the merger of Mangas Lov into Lov Banijay, Lov Banijay being the surviving entity;
b.the distribution by Lov Banijay of part of its share premium to Financi\u00e8re Lov as its sole shareholder;
c.the contribution of all shares of LDH held by Financi\u00e8re Lov to Lov Banijay;
d.the contribution and sale of all LDH shares held by DEA Communications\u00a0SA to Lov Banijay. The sale will be financed by a vendor loan granted by DEA Communications\u00a0SA to Lov Banijay for an amount of \u20ac99.5\u00a0million;
e.the contribution of all LDH shares held by one of the shareholders (Fimalac) to Lov Banijay;
f.the contribution of all Banijay shares, held by Vivendi Content to LDH in exchange for shares in LDH, resulting in LDH holding the entire share capital of Banijay;
g.the contribution of all LDH shares held by Vivendi Content to Lov Banijay in exchange for shares in Lov Banijay, resulting in Lov Banijay holding the entire share capital of LDH;
h.the contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL Entertainment in exchange for Ordinary Shares and Special Voting Shares;
i.the contribution and sale of all Lov Banijay shares held by DEA Communications\u00a0SA\u2019s to FL Entertainment, in exchange for Ordinary Shares;
j.the contribution of all Lov Banijay shares held by Fimalac to FL Entertainment, in exchange for Ordinary Shares;
k.the contribution of all Lov Banijay shares held by Vivendi to FL Entertainment, in exchange for Ordinary Shares;
l.the contribution and sale of all Betclic shares held by SBM International to FL\u00a0Entertainment for, inter alia, Ordinary Shares. The cash consideration amounted to \u20ac425.0\u00a0million of which \u20ac388.5\u00a0million was paid as of 5\u00a0July 2022 and \u20ac36.5 million was financed by a vendor loan granted by SBM International to FL Entertainment;
m.subscription in cash by Financi\u00e8re Lov to a share capital increase of FL Entertainment for an amount of \u20ac250\u00a0million in exchange for:
\u2022i. Ordinary Shares and SVS, and
\u2022ii. Earn-Out Shares bearing a right to conversion into a certain number of FL\u00a0Entertainment Ordinary Shares depending on FL\u00a0Entertainment performance.
The Earn-out Shares have no material economic rights until their conversion and have regular voting rights but Financi\u00e8re Lov would agree not to vote on these Earn-Out Shares in a shareholders\u2019 agreement. The fair market value of the Earn-Out Shares has been assessed by an independent appraiser;
n.the redemption at the combination date (1\u00a0July 2022) of (i) the bonds redeemable in cash or in Ordinary Shares (obligations remboursables en actions ou en num\u00e9raire) for a principal amount of \u20ac90\u00a0million issued by Lov Banijay and subscribed by SIG 116\u00a0(an affiliate of Vivendi) on 23\u00a0February 2016\u00a0and (ii) the bonds redeemable in cash or in Ordinary Shares for a principal amount of \u20ac50\u00a0million issued by Lov Banijay and subscribed by SIG 116\u00a0on 14\u00a0October 2016\u00a0(\u20ac170.5\u00a0million including capitalized interests); and
o.subscription in cash by Vivendi to a share capital increase of FL Entertainment for an amount of \u20ac25\u00a0million, in exchange for Ordinary Shares.
Moreover, Marco Bassetti, CEO of Banijay, has decided on 30\u00a0June 2022\u00a0to contribute its Banijay Group\u2019s shares owned through his holding to FL Entertainment in exchange for Ordinary Shares. In conjunction with Banijay Group\u2019s shares, a shareholders\u2019 agreement was signed between Banijay Group Holding and Marco Bassetti granted to the latter a put option, recognized in the consolidated financial statements. Following the conversion, this agreement becomes devoid of purpose.
The impacts on the consolidated equity are detailed in note\u00a018.1 on page 250.
Forward purchase agreement
On 10\u00a0December 2021, Pegasus Entrepreneurs entered into a forward purchase agreement with Tikehau Capital and Financi\u00e8re Agache (the \u201cForward Purchase Agreement\u201d or \u201cFPA\u201d). Pursuant to the Forward Purchase Agreement, each of Tikehau Capital and Financi\u00e8re Agache have agreed to purchase from Pegasus Entrepreneurs up to 2,500,000\u00a0class A ordinary shares in Pegasus Entrepreneurs\u2019 capital (the \u201cPegasus Ordinary Shares\u201d) and up to 833,333\u00a0Pegasus Public Warrants, for an amount of up to \u20ac25,000,000 each (representing the number of Pegasus Ordinary Shares purchased under the Forward Purchase Agreement multiplied by \u20ac10.00), in a private placement that occurred simultaneously with the Business Combination. Since the Merger became effective on 1\u00a0July 2022\u00a0(refer to note\u00a0iii)) and Pegasus Entrepreneurs was the disappearing entity, Tikehau Capital and Financi\u00e8re Agache each subscribed for 2,500,000\u00a0newly issued Ordinary Shares in the Company\u2019s capital and 833,333\u00a0Warrants (together the \u201cForward Purchase Securities\u201d), for an aggregate amount of \u20ac25,000,000 each. Tikehau Capital and Financi\u00e8re Agache received the Forward Purchase Securities on 1\u00a0July 2022.
Because this agreement was concluded by Pegasus Entrepreneurs and Tikehau Capital and Financi\u00e8re Agache at the creation of Pegasus Entrepreneurs, it has been analyzed as part of the Merger.
Merger between FL Entertainment and the SPAC Pegasus Entrepreneurs
On 23\u00a0June 2022, Pegasus Entrepreneurs has obtained shareholders\u2019 approval for the Business Combination with FL Entertainment at the extraordinary general meeting.
The Business Combination has been completed on 1\u00a0July 2022. As a result, FL Entertainment and Pegasus Entrepreneurs merged at this date, FL Entertainment being the surviving entity. Since then, FL Entertainment is listed on Euronext Amsterdam and all Ordinary Shares and public Warrants are traded under the symbols \u201cFL\u00a0Entertainment\u201d and \u201cFL\u00a0EntertainmentW\u201d respectively with international securities identification number (ISIN) NL0015000X07\u00a0and NL0015000H56\u00a0respectively on Euronext Amsterdam.
As FL Entertainment is the accounting acquirer of the SPAC, the transaction is not considered as a business combination as defined by IFRS\u00a03. The Group received the net assets of the SPAC as well as a listing service in exchange of an issue of shares, which is considered as an equity-settled share-based payment transaction.
The fair value of the Pegasus\u2019 assets acquired, and the liabilities assumed at the date of the combination amounted as follows:
| \n Financial assets | \n\n \u20ac164.3\u00a0million | \n
| \n Cash | \n\n \u20ac2.1\u00a0million | \n
| \n Customers and other receivables | \n\n \u20ac0.4\u00a0million | \n
| \n Founder Shares | \n\n \u20ac(46.2)\u00a0million | \n
| \n Founder Warrants | \n\n \u20ac(3.7)\u00a0million | \n
| \n Public Warrants | \n\n \u20ac(2.2)\u00a0million | \n
| \n Trade payables and other creditors | \n\n \u20ac(11.8)\u00a0million | \n
| \n Fair value of the accounting Pegasus Entrepreneurs\u2019 net identifiable assets | \n\n \u20ac103.1\u00a0million | \n
Financial assets comprised Pegasus\u2019s escrow account, after the redemption of class A Pegasus Ordinary Shares requested by some Pegasus\u2019 shareholders and included the amount related to Tikehau Capital and Financi\u00e8re Agache subscriptions for \u20ac25\u00a0million each in the context of the FPA (refer to note\u00a03.1.1 II ii on page 221)(33).
Pegasus issued 5,150,000\u00a0Founder Shares to the sponsors and 100,000\u00a0Founder Shares to Non-Executive Directors and Chief Financial Officer. Pegasus issued 5,250,000\u00a0Founder Warrants and 7,000,000\u00a0public Warrants (excluding treasury shares Warrants) to the sponsors and shareholders. In addition, the number of public Warrants includes 1,666,666\u00a0Warrants issued to Tikehau Capital and Financi\u00e8re Agache in the context of Forward Purchase Agreement (833,333\u00a0Warrants for each party). These Founder Shares, Founders Warrants and public Warrants are assumed for by FL Entertainment (refer to note\u00a021 on page 254).
In counterpart, FL Entertainment has issued 16,426,140\u00a0Ordinary Shares for a fair value of \u20ac188.9\u00a0million. This number of shares includes the 5,000,000\u00a0Ordinary Shares subscribed by Tikehau Capital and Financi\u00e8re Agache in the context of the FPA. Because this agreement was concluded with Pegasus since the creation of Pegasus, it has been analyzed as part of the combination (refer to note\u00a018.1 on page 250).
The difference between the fair value of the instruments issued and the net identifiable assets reflect the listing services. In accordance with IFRS\u00a02, this service expense amounting to \u20ac85.7\u00a0million has been recognized in the consolidated income statement (refer to note\u00a09 on page\u00a0233).
Issuance of FL\u00a0Entertainment securities in exchange
of Pegasus securities
Due to the Merger of Pegasus Entrepreneurs into FL\u00a0Entertainment, FL Entertainment issued and delivered Founder Shares, Founder Warrants and public Warrants to the holders of Pegasus Founder Shares, Founder Warrants and public Warrants (one-for-one basis). The characteristics of the FL\u00a0Entertainment securities are similar to Pegasus securities\u2019 characteristics, and are classified as financial liabilities in accordance with IAS\u00a032.
Capital increase in relation with the PIPE Financing
In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the \u201cPIPE Investors\u201d) in a private investment in public equity transaction (the \u201cPIPE Financing\u201d) in the aggregate amount of \u20ac204,230,000. On 5\u00a0July 2022\u00a0(the \u201cSettlement Date\u201d), FL\u00a0Entertainment has issued 20,423,000\u00a0Ordinary Shares and in return for their investment, the PIPE Investors received the total of the 20,423,000\u00a0newly issued Ordinary Shares.
Transaction costs
As of 31\u00a0December 2022, the transaction costs incurred amounted to \u20ac110.1\u00a0million, of which \u20ac4.8\u00a0million related to transactions with non-controlling interests and capital issuance recognized in equity and \u20ac105.3\u00a0million in relation to Group reorganization and Pegasus Merger recognized in P&L. The amount recognized in the P&L includes the \u20ac85.7\u00a0million listing fees accounted under IFRS\u00a02.
| \n Note 18 | \n\n Changes in shareholders' equity | \n
18.1FL Entertainment equity instruments
In the context of the Group\u2019s reorganization (as explained in paragraph\u00a03.1.1\u00a0II) on page 220), FL\u00a0Entertainment has issued Ordinary Shares and SVS as follows in 2022:
| \n \n | \n\n Number of shares | \n||
| \n Ordinary Shares | \n\n SVS | \n\n Share-holders\u2019 equity | \n|
| \n Incorporation of FL Entertainment | \n\n 1,000 | \n\n \u00a0 | \n\n 0.0 | \n
| \n Contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL\u00a0Entertainment in exchange for Ordinary Shares and Special Voting Shares(1) | \n\n 178,479,432 | \n\n 178,479,432 | \n\n - | \n
| \n Contribution and sale of all LDH shares held by DEA Communications\u00a0SA | \n\n 20,408,177 | \n\n \u00a0 | \n\n (3.0) | \n
| \n Contribution of all LDH shares held by Fimalac to the Group | \n\n 28,978,416 | \n\n \u00a0 | \n\n 92.1 | \n
| \n Contribution of all BGH shares held by Vivendi Content to the Group through several transactions, in exchange for FL Entertainment\u2019s Ordinary Shares(2) | \n\n 78,829,610 | \n\n \u00a0 | \n\n (96.1) | \n
| \n Contribution and sale of all Betclic shares held by SBM International | \n\n 42,500,000 | \n\n \u00a0 | \n\n (560.6) | \n
| \n Subscription in cash by FL to a share capital increase of FL Entertainment | \n\n 13,520,565 | \n\n 13,520,565 | \n\n 135.2 | \n
| \n Subscription in cash by Vivendi to a share capital increase of FL Entertainment for \u20ac25\u00a0million in exchange for Ordinary Shares | \n\n 2,500,000 | \n\n \n | \n\n 25.0 | \n
| \n Contribution of all BG shares held by Marco Bassetti in exchange | \n\n 6,916,269 | \n\n \u00a0 | \n\n 69.2 | \n
| \n Contribution of SPAC investors as consideration for the Merger | \n\n 16,426,140 | \n\n \u00a0 | \n\n 188.9 | \n
| \n Subscription in cash by PIPE Investors to a share capital increase | \n\n 20,423,000 | \n\n \u00a0 | \n\n 203.4 | \n
| \n Conversion of Founder Shares into Ordinary Shares(5) | \n\n 2,674,999 | \n\n \u00a0 | \n\n 29.4 | \n
| \n \n | \n\n 411,657,608 | \n\n 191,999,997 | \n\n 83.5 | \n
| \n (1)The contribution of Lov Banijay shares by Financi\u00e8re Lov being accounted for as a transaction under common control recognized using the pooling interests\u2019 method applied retrospectively, this operation has no impact in the shareholders equity. A reclassification between the accounts share capital and the account share premium and retained earnings has been performed to reflect the equity instruments issuance, reflected in the line \u201cGroup\u2019s constitution\u201d of the unaudited consolidated interim statement of changes in equity. (2)The shares have been issued in the context of changes in ownership interest in subsidiaries that do not result in a loss of control (refer to note\u00a018.2 on page 251). (3)In addition to Ordinary Shares and SVS, FL received Earn-Out Shares for an amount of \u20ac114.4 million, classified in liabilities according to IAS\u00a032\u00a0(refer to note\u00a021 on page 254). (4)The fair value of those shares was estimated on the listed stock price shares after the Listing (11.498\u00a0\u20ac). (5)The fair value of those shares was estimated on the listed stock price shares at the conversion date (11.0\u00a0\u20ac). | \n
The total cash received in regards with capital increase amounted to \u20ac363.6 million (net of transaction costs).
As of 31 December 2022, the Company owned 6,975\u00a0treasury shares through the liquidity agreement (refer to note\u00a023.1 on page 257), for an amount of \u20ac0.1\u00a0million.
Special statutory voting rights
The Company has implemented a Special Voting Plan, by creating Special Voting Shares A and B, in its share capital. These shares allow the holder thereof to exercise two voting rights in addition to one voting right for each corresponding ordinary share held by it in accordance with and subject to the SVS Terms. Financi\u00e8re Lov is the sole initial participant in the Special Voting Plan and the sole initial holder of the Special Voting Shares A and B.
18.2Changes in ownership interest in subsidiaries that do not result in a loss of control
In 2022, in the context of the Group\u2019s reorganization (as explained in note\u00a03.1.1 II i) on page 220), capital restructuration undertaken impacted the consolidated equity as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022Contribution and sale of all Betclic shares held by SBM International | \n\n (560.6) | \n\n 135.6 | \n\n (425.0) | \n
| \n \u2022Contribution and sale of all LDH shares held by DEA Communications\u00a0SA and Fimalac to the Group through several transactions, in exchange for FL\u00a0Entertainment\u2019s Ordinary Shares | \n\n 89.2 | \n\n (188.6) | \n\n (99.5) | \n
| \n \u2022Contribution of all BGH shares held by Vivendi Content to the Group | \n\n (96.1) | \n\n 96.1 | \n\n - | \n
| \n \u2022Contribution of all BG shares held by Marco Bassetti in exchange | \n\n 69.2 | \n\n - | \n\n 69.2 | \n
| \n \u2022Other BGH\u2019s operations | \n\n (7.2) | \n\n - | \n\n (7.2) | \n
| \n Changes in ownership interest in subsidiaries | \n\n (505.6) | \n\n 43.0 | \n\n (462.6) | \n
| \n (1)In conjunction with BG\u2019s shares, a shareholders\u2019 agreement was signed between BGH and Marco Bassetti granted to the latter a put option, recognized in the consolidated financial statements. It was analyzed that this agreement conveyed an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests were reclassified to other current or non-current liabilities. Following the conversion, this agreement becomes devoid of purpose, and the put has been cancelled against shareholders equity. | \n
In 2021, the end of the capital restructuration undertaken in the context of the Endemol Shine Group\u2019s acquisition impacted the equity as follows (refer to note\u00a03.2.1 on page 223):
| \n (in \u20ac million) | \n\n 31\u00a0December 2021 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022LDH\u2019s capital increase subscribed by Financi\u00e8re Lov, Fimalac, DEA | \n\n 45.6 | \n\n 19.4 | \n\n 65.0 | \n
| \n \u2022Effects of the change in ownership interests in LDH | \n\n (30.3) | \n\n 30.3 | \n\n - | \n
| \n \u2022Effects of the change in ownership interests in BEG | \n\n 7.7 | \n\n (7.7) | \n\n - | \n
| \n \u2022Effects of the change in ownership interests in BGH | \n\n 10.0 | \n\n (10.9) | \n\n (0.9) | \n
| \n \u2022Others | \n\n 0.0 | \n\n 0.5 | \n\n 0.5 | \n
| \n Changes in ownership interest in subsidiaries | \n\n 32.9 | \n\n 31.6 | \n\n 64.5 | \n
18.3Share-based payment
In 2021, the share-based payment is related to the ordinary shares of Betclic Everest Group delivered in regards with the agreement between a minority shareholder, Betclic Everest Group and other shareholders (SBM International and Mangas Lov) signed on 17\u00a0December\u00a02021 (refer to 3.2.2 II on page 223).
18.4Dividends distribution
In the context of the Lov\u2019s reorganization as detailed in the note 3.1.1 II i) on page 220, Lov Banijay distributed its share premium to its sole shareholder at that date, Financi\u00e8re Lov, for an amount of \u20ac33.2\u00a0million, of which \u20ac31.6\u00a0million was offset with the Financi\u00e8re Lov\u2019s current account and \u20ac1.6\u00a0million was paid in cash.
The proposed final dividend is subject to approval by shareholders at the annual general meeting and has not been included as a liability in these financial statements. The proposed dividend is payable to all holders of Ordinary Shares registered as shareholder on the record date (20\u00a0June 2023). The total estimated dividend to be paid is \u20ac0.36 per ordinary share. The payment of this dividend will not have any tax consequences for the Group.
From any profits, as remaining after application of the provisions in the Articles of Association regarding reservation and the profit entitlement of Earn-Out Preference Shares and Founder Shares and Special Voting Shares an amount equal to 0.1% of the nominal value of each of the Earn-Out Preference Shares, Special Voting Share and Founder Shares shall be added to the dividend reserve of the respective shares as described in the Articles of Association and as agreed upon by each Founder Share holder and Earn-Out Share holder in the shareholders\u2019 agreement dated 30 June 2022 and by the Special Voting Shares holders in the Special Voting Shares terms dated 30\u00a0June 2022. Any profits remaining thereafter shall be at the disposal of the general meeting for distribution to the holders of Ordinary Shares in proportion to the aggregate nominal value of their Ordinary Shares.
Under an arrangement dated 30 June 2022 and in accordance with SVS Terms, Founder Shares holders, Earn-Out Shares' holders and Special Voting Shares holders have agreed to waive all profit rights due to them.
In 2021, the consolidated statement of changes in equity and the consolidated statement of cash flows reflected the distribution of dividends by Mangas Lov for \u20ac95.0\u00a0million.
20.1Number of shares
The shares issued in the context of the combination between entities under common control did not result in a corresponding change in resources, since the attached economical rights were already controlled by the Group. As a consequence, and in accordance with IAS\u00a033, the weighted average number of Ordinary Shares has been adjusted during all the periods presented as if these shares were issued at the beginning of the earliest period presented.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n||
| \n Number of Ordinary Shares | \n\n Share Capital (in \u20ac million) | \n\n Number of shares | \n\n Share Capital (in \u20ac million) | \n|
| \n Opening share capital | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Capital increase | \n\n 411,657,608 | \n\n 4.1 | \n\n - | \n\n - | \n
| \n Capital decrease | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Closing share capital | \n\n 411,657,608 | \n\n 4.1 | \n\n - | \n\n - | \n
| \n Of which treasury shares | \n\n (6,975) | \n\n \n | \n\n \n | \n\n \n | \n
| \n Weighted average number of ordinary shares outstanding(1) | \n\n 296,953,862 | \n\n \n | \n\n 178,479,432 | \n\n \n | \n
| \n Diluted weighted average number | \n\n 296,953,862 | \n\n \n | \n\n 178,479,432 | \n\n \n | \n
| \n (1)Including the retrospective adjustment related to the 178,479,432\u00a0shares issued in compensation for the shares contributed by Financi\u00e8re Lov. | \n
As of 31 December 2022, 20,000,000\u00a0Earn-Out Shares, 2,575,001\u00a0Founder Shares, 5,250,000\u00a0Founder Warrants and 8,666,667\u00a0public Warrants were not taken in consideration for the calculation of diluted earnings per share because the conversion conditions were not satisfied at the end of the period or because they had an anti-dilutive effect at the closing date.
3.2.2Content production &\u00a0distribution business
III)Foreign exchange impact
Foreign exchange can significantly impact the net income of the sub-group at year end, mainly due to the US Dollars variation against Euros.
In order to prevent any material adverse foreign exchange impact, Banijay has implemented in 2021:
\u2022natural hedging in order to limit net income/loss volatility on intercompany long-term loans; and
\u2022hedging instruments during the first semester of 2021\u00a0as part of the $403\u00a0million senior secured notes raised by Banijay Entertainment and due in 2025. As the latter has Euros as functional currency, the residual risk of foreign exchange not naturally covered is therefore hedged.
I)Integration plan
As part of Endemol Shine Group\u2019s integration process, the global reorganization plan launched in July\u00a02020\u00a0was still in progress in 2021. The associated restructuring costs impacted a large part of the other non-current operating expenses.
Many examinations were performed through several key areas of the Group (tax, human resources, legal/insurance, intellectual property, finance) in the major territories, in order to strengthen the operational organization in the legal structure.
\u2022restructuring costs and other non-core items: due to their unusual nature or particular significance, these items are excluded. In general, these items relate to transaction that are significant, infrequent or unusual. However, in certain instances, transactions, such as restructuring costs or asset disposals, which are not representative of the normal course of business (referred as \u201cnon-core items\u201d), may be adjusted although they may have occurred within prior years or are likely to occur again within the coming years. The detail of these costs is provided in note\u00a09 on page 233;
| \n Note 9 | \n\n Other operating income and expenses | \n
Other operational income and expenses for the years-ended in 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Restructuring charges and other non-core items | \n\n (127.4) | \n\n (49.8) | \n
| \n Tax and duties | \n\n (2.6) | \n\n (2.0) | \n
| \n President and management fees | \n\n (16.9) | \n\n (14.1) | \n
| \n Other operational expenses | \n\n (10.7) | \n\n (1.5) | \n
| \n Other operational income | \n\n 1.2 | \n\n 0.0 | \n
| \n Other operating income and expenses | \n\n (156.5) | \n\n (67.5) | \n
| \n Of which other operating income | \n\n 19.6 | \n\n 5.4 | \n
| \n Of which other operating expenses | \n\n (176.1) | \n\n (72.8) | \n
Other operating expenses included restructuring charges and non-core items are detailed as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Restructuring costs and reorganization | \n\n (11.8) | \n\n (23.6) | \n
| \n FL\u00a0Entertainment\u2019s reorganization operation and listing fees | \n\n (106.1) | \n\n - | \n
| \n Scope variation effect (badwill/capital gain or loss/acquisition costs) | \n\n 1.5 | \n\n 10.3 | \n
| \n Cancellation of shows due to extraordinary events | \n\n - | \n\n (4.1) | \n
| \n Significant litigations | \n\n (8.4) | \n\n (32.4) | \n
| \n Public donation | \n\n (2.5) | \n\n - | \n
| \n Restructuring charges and other non-core items | \n\n (127.4) | \n\n (49.8) | \n
Restructuring costs and reorganization caption comprises expenses with personnel, relocation and taxes held within the context of BGH and BEG\u2019s reorganization transactions occurred during the period in the different subsidiaries. In 2021, BGH\u2019s incurred significant costs following Endemol\u2019s acquisition, which explains the reduction over to the period ended 31\u00a0December 2022.
FL\u00a0Entertainment\u2019s reorganization operation and listing fees as of December\u00a02022\u00a0corresponds \u20ac106.1\u00a0million costs related to the financial and operational/structural transactions occurred during the period within the context of FL\u00a0Entertainment\u2019s reorganization process initiated in 2022. It includes \u20ac85.7\u00a0million of IFRS\u00a02\u00a0listing fees (refer to note\u00a03.1.1 II iii) on page 221) and the rest is mainly advisory and legal fees.
Scope variation effect caption includes the liquidation of BaH Entertainment Ltd during the first semester of 2022 and the loss of control of Shauna Events and the former BGH Russian entity Weit Media (now gathering Mastiff Russia and Weit Media activities) (refer to note\u00a03.1.4 on page 222). In 2021, this caption is impacted by two agreements reached by Betclic Everest Group for a total amount of \u20ac5\u00a0million with LeoVegas Group concerning i) the sale of 100% of Expekt Nordics; and ii) the sale of intangible assets in connection with the operations of Betclic under Expekt\u2019s brand. The transaction had a positive after-tax impact of \u20ac4.1\u00a0million on the consolidated income.
The costs of cancellation of shows in 2021\u00a0mainly relate to cancellation due to the COVID pandemic.
Significant litigations as of 31\u00a0December\u00a02022\u00a0are constituted by provisions and legal fees for litigation held notably in Turkey (\u20ac3.1\u00a0million) and India (\u20ac1.7\u00a0million) by BGH and the remaining provision related to the Bet-at-home sub-group litigation process in Austria (refer to notes\u00a03.1.3 I and 3.1.3 II on page 222), which was reversed in 2022 after the deconsolidation of bet-at-home.com Entertainment Ltd from the Bet-at-home sub-group. In 2021, the caption mainly comprised the provisions and legal fees recognized by the Bet-at-home sub-group for customer disputes on the Austrian market for \u20ac27.1 million (refer to note 3.1.3 II on page 222).
I)Integration plan
As part of Endemol Shine Group\u2019s integration process, the global reorganization plan launched in July\u00a02020\u00a0was still in progress in 2021. The associated restructuring costs impacted a large part of the other non-current operating expenses.
Many examinations were performed through several key areas of the Group (tax, human resources, legal/insurance, intellectual property, finance) in the major territories, in order to strengthen the operational organization in the legal structure.
\u2022restructuring costs and other non-core items: due to their unusual nature or particular significance, these items are excluded. In general, these items relate to transaction that are significant, infrequent or unusual. However, in certain instances, transactions, such as restructuring costs or asset disposals, which are not representative of the normal course of business (referred as \u201cnon-core items\u201d), may be adjusted although they may have occurred within prior years or are likely to occur again within the coming years. The detail of these costs is provided in note\u00a09 on page 233;
| \n Note 9 | \n\n Other operating income and expenses | \n
Other operational income and expenses for the years-ended in 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Restructuring charges and other non-core items | \n\n (127.4) | \n\n (49.8) | \n
| \n Tax and duties | \n\n (2.6) | \n\n (2.0) | \n
| \n President and management fees | \n\n (16.9) | \n\n (14.1) | \n
| \n Other operational expenses | \n\n (10.7) | \n\n (1.5) | \n
| \n Other operational income | \n\n 1.2 | \n\n 0.0 | \n
| \n Other operating income and expenses | \n\n (156.5) | \n\n (67.5) | \n
| \n Of which other operating income | \n\n 19.6 | \n\n 5.4 | \n
| \n Of which other operating expenses | \n\n (176.1) | \n\n (72.8) | \n
Other operating expenses included restructuring charges and non-core items are detailed as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Restructuring costs and reorganization | \n\n (11.8) | \n\n (23.6) | \n
| \n FL\u00a0Entertainment\u2019s reorganization operation and listing fees | \n\n (106.1) | \n\n - | \n
| \n Scope variation effect (badwill/capital gain or loss/acquisition costs) | \n\n 1.5 | \n\n 10.3 | \n
| \n Cancellation of shows due to extraordinary events | \n\n - | \n\n (4.1) | \n
| \n Significant litigations | \n\n (8.4) | \n\n (32.4) | \n
| \n Public donation | \n\n (2.5) | \n\n - | \n
| \n Restructuring charges and other non-core items | \n\n (127.4) | \n\n (49.8) | \n
Restructuring costs and reorganization caption comprises expenses with personnel, relocation and taxes held within the context of BGH and BEG\u2019s reorganization transactions occurred during the period in the different subsidiaries. In 2021, BGH\u2019s incurred significant costs following Endemol\u2019s acquisition, which explains the reduction over to the period ended 31\u00a0December 2022.
FL\u00a0Entertainment\u2019s reorganization operation and listing fees as of December\u00a02022\u00a0corresponds \u20ac106.1\u00a0million costs related to the financial and operational/structural transactions occurred during the period within the context of FL\u00a0Entertainment\u2019s reorganization process initiated in 2022. It includes \u20ac85.7\u00a0million of IFRS\u00a02\u00a0listing fees (refer to note\u00a03.1.1 II iii) on page 221) and the rest is mainly advisory and legal fees.
Scope variation effect caption includes the liquidation of BaH Entertainment Ltd during the first semester of 2022 and the loss of control of Shauna Events and the former BGH Russian entity Weit Media (now gathering Mastiff Russia and Weit Media activities) (refer to note\u00a03.1.4 on page 222). In 2021, this caption is impacted by two agreements reached by Betclic Everest Group for a total amount of \u20ac5\u00a0million with LeoVegas Group concerning i) the sale of 100% of Expekt Nordics; and ii) the sale of intangible assets in connection with the operations of Betclic under Expekt\u2019s brand. The transaction had a positive after-tax impact of \u20ac4.1\u00a0million on the consolidated income.
The costs of cancellation of shows in 2021\u00a0mainly relate to cancellation due to the COVID pandemic.
Significant litigations as of 31\u00a0December\u00a02022\u00a0are constituted by provisions and legal fees for litigation held notably in Turkey (\u20ac3.1\u00a0million) and India (\u20ac1.7\u00a0million) by BGH and the remaining provision related to the Bet-at-home sub-group litigation process in Austria (refer to notes\u00a03.1.3 I and 3.1.3 II on page 222), which was reversed in 2022 after the deconsolidation of bet-at-home.com Entertainment Ltd from the Bet-at-home sub-group. In 2021, the caption mainly comprised the provisions and legal fees recognized by the Bet-at-home sub-group for customer disputes on the Austrian market for \u20ac27.1 million (refer to note 3.1.3 II on page 222).
| \n Note 9 | \n\n Other operating income and expenses | \n
Other operational income and expenses for the years-ended in 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Restructuring charges and other non-core items | \n\n (127.4) | \n\n (49.8) | \n
| \n Tax and duties | \n\n (2.6) | \n\n (2.0) | \n
| \n President and management fees | \n\n (16.9) | \n\n (14.1) | \n
| \n Other operational expenses | \n\n (10.7) | \n\n (1.5) | \n
| \n Other operational income | \n\n 1.2 | \n\n 0.0 | \n
| \n Other operating income and expenses | \n\n (156.5) | \n\n (67.5) | \n
| \n Of which other operating income | \n\n 19.6 | \n\n 5.4 | \n
| \n Of which other operating expenses | \n\n (176.1) | \n\n (72.8) | \n
Other operating expenses included restructuring charges and non-core items are detailed as follows:
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Restructuring costs and reorganization | \n\n (11.8) | \n\n (23.6) | \n
| \n FL\u00a0Entertainment\u2019s reorganization operation and listing fees | \n\n (106.1) | \n\n - | \n
| \n Scope variation effect (badwill/capital gain or loss/acquisition costs) | \n\n 1.5 | \n\n 10.3 | \n
| \n Cancellation of shows due to extraordinary events | \n\n - | \n\n (4.1) | \n
| \n Significant litigations | \n\n (8.4) | \n\n (32.4) | \n
| \n Public donation | \n\n (2.5) | \n\n - | \n
| \n Restructuring charges and other non-core items | \n\n (127.4) | \n\n (49.8) | \n
| \n Note 10 | \n\n Financial result | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Interests costs on bank borrowings, bonds and vendor loans | \n\n (145.8) | \n\n (136.1) | \n
| \n Cost of gross financial debt | \n\n (145.8) | \n\n (136.1) | \n
| \n Interests income on cash and cash equivalents | \n\n 2.0 | \n\n 0.8 | \n
| \n Gains on assets contributing to net financial debt | \n\n 2.0 | \n\n 0.8 | \n
| \n Cost of net debt | \n\n (143.8) | \n\n (135.3) | \n
| \n Interests costs on current accounts liabilities | \n\n (0.2) | \n\n (0.8) | \n
| \n Interests income on current accounts receivables | \n\n 1.1 | \n\n 2.2 | \n
| \n Interests on lease liabilities | \n\n (4.5) | \n\n (4.8) | \n
| \n Change in fair value of financial instruments | \n\n (105.4) | \n\n 7.4 | \n
| \n Currency gains/(losses) | \n\n 2.1 | \n\n 2.6 | \n
| \n Other financial gains/(losses) | \n\n (6.1) | \n\n (4.6) | \n
| \n Net financial income/(expense) | \n\n (256.7) | \n\n (133.4) | \n
The significant increase in the net financial expense between periods is mostly linked to the change in fair value of financial instruments comprising the change in fair value of the put options in the minority interests in BGH following the revalorization of BGH\u2019s shares\u2019 value (refer to note 3.1.2 on page 222) as well as the reset of the derivative attached to the reimbursed Vivendi convertible bond for \u20ac21.4 million and the change in fair value of the securities for an amount of \u20ac6.6\u00a0million(refer to note\u00a021 on page 254).
| \n Note 10 | \n\n Financial result | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Interests costs on bank borrowings, bonds and vendor loans | \n\n (145.8) | \n\n (136.1) | \n
| \n Cost of gross financial debt | \n\n (145.8) | \n\n (136.1) | \n
| \n Interests income on cash and cash equivalents | \n\n 2.0 | \n\n 0.8 | \n
| \n Gains on assets contributing to net financial debt | \n\n 2.0 | \n\n 0.8 | \n
| \n Cost of net debt | \n\n (143.8) | \n\n (135.3) | \n
| \n Interests costs on current accounts liabilities | \n\n (0.2) | \n\n (0.8) | \n
| \n Interests income on current accounts receivables | \n\n 1.1 | \n\n 2.2 | \n
| \n Interests on lease liabilities | \n\n (4.5) | \n\n (4.8) | \n
| \n Change in fair value of financial instruments | \n\n (105.4) | \n\n 7.4 | \n
| \n Currency gains/(losses) | \n\n 2.1 | \n\n 2.6 | \n
| \n Other financial gains/(losses) | \n\n (6.1) | \n\n (4.6) | \n
| \n Net financial income/(expense) | \n\n (256.7) | \n\n (133.4) | \n
The significant increase in the net financial expense between periods is mostly linked to the change in fair value of financial instruments comprising the change in fair value of the put options in the minority interests in BGH following the revalorization of BGH\u2019s shares\u2019 value (refer to note 3.1.2 on page 222) as well as the reset of the derivative attached to the reimbursed Vivendi convertible bond for \u20ac21.4 million and the change in fair value of the securities for an amount of \u20ac6.6\u00a0million(refer to note\u00a021 on page 254).
| \n Note 10 | \n\n Financial result | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Interests costs on bank borrowings, bonds and vendor loans | \n\n (145.8) | \n\n (136.1) | \n
| \n Cost of gross financial debt | \n\n (145.8) | \n\n (136.1) | \n
| \n Interests income on cash and cash equivalents | \n\n 2.0 | \n\n 0.8 | \n
| \n Gains on assets contributing to net financial debt | \n\n 2.0 | \n\n 0.8 | \n
| \n Cost of net debt | \n\n (143.8) | \n\n (135.3) | \n
| \n Interests costs on current accounts liabilities | \n\n (0.2) | \n\n (0.8) | \n
| \n Interests income on current accounts receivables | \n\n 1.1 | \n\n 2.2 | \n
| \n Interests on lease liabilities | \n\n (4.5) | \n\n (4.8) | \n
| \n Change in fair value of financial instruments | \n\n (105.4) | \n\n 7.4 | \n
| \n Currency gains/(losses) | \n\n 2.1 | \n\n 2.6 | \n
| \n Other financial gains/(losses) | \n\n (6.1) | \n\n (4.6) | \n
| \n Net financial income/(expense) | \n\n (256.7) | \n\n (133.4) | \n
The significant increase in the net financial expense between periods is mostly linked to the change in fair value of financial instruments comprising the change in fair value of the put options in the minority interests in BGH following the revalorization of BGH\u2019s shares\u2019 value (refer to note 3.1.2 on page 222) as well as the reset of the derivative attached to the reimbursed Vivendi convertible bond for \u20ac21.4 million and the change in fair value of the securities for an amount of \u20ac6.6\u00a0million(refer to note\u00a021 on page 254).
| \n Note 10 | \n\n Financial result | \n
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Interests costs on bank borrowings, bonds and vendor loans | \n\n (145.8) | \n\n (136.1) | \n
| \n Cost of gross financial debt | \n\n (145.8) | \n\n (136.1) | \n
| \n Interests income on cash and cash equivalents | \n\n 2.0 | \n\n 0.8 | \n
| \n Gains on assets contributing to net financial debt | \n\n 2.0 | \n\n 0.8 | \n
| \n Cost of net debt | \n\n (143.8) | \n\n (135.3) | \n
| \n Interests costs on current accounts liabilities | \n\n (0.2) | \n\n (0.8) | \n
| \n Interests income on current accounts receivables | \n\n 1.1 | \n\n 2.2 | \n
| \n Interests on lease liabilities | \n\n (4.5) | \n\n (4.8) | \n
| \n Change in fair value of financial instruments | \n\n (105.4) | \n\n 7.4 | \n
| \n Currency gains/(losses) | \n\n 2.1 | \n\n 2.6 | \n
| \n Other financial gains/(losses) | \n\n (6.1) | \n\n (4.6) | \n
| \n Net financial income/(expense) | \n\n (256.7) | \n\n (133.4) | \n
The significant increase in the net financial expense between periods is mostly linked to the change in fair value of financial instruments comprising the change in fair value of the put options in the minority interests in BGH following the revalorization of BGH\u2019s shares\u2019 value (refer to note 3.1.2 on page 222) as well as the reset of the derivative attached to the reimbursed Vivendi convertible bond for \u20ac21.4 million and the change in fair value of the securities for an amount of \u20ac6.6\u00a0million(refer to note\u00a021 on page 254).
17.3Other non-current and current assets
The breakdown of other non-current and current assets as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Trade receivables, LT | \n\n 17.8 | \n\n 19.9 | \n
| \n Income tax receivables, LT | \n\n 5.2 | \n\n 0.0 | \n
| \n Receivables from disposals of assets, LT | \n\n - | \n\n 6.9 | \n
| \n Employment-related earn-out and option, LT(1) | \n\n 0.8 | \n\n 2.0 | \n
| \n Other, LT(2) | \n\n 12.1 | \n\n 0.7 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 29.6 | \n
| \n (1)Refer to note\u00a07.3 on page 232\u00a0for more details. (2)This item comprised mainly grants and other receivables. | \n
In 2022, other long-term items mainly comprised a receivable from bet-at-home.com Entertainment Ltd (in liquidation) for an amount of \u20ac9.1 million due to various different business transactions. Due to the fact that the company is in liquidation, the uncertainty of recoverability has been taken into account in its measurement. Accordingly, the expected payments on the receivables were discounted over this period.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Tax receivables, excluding income tax | \n\n 99.2 | \n\n 64.7 | \n
| \n Grants receivables(1) | \n\n 102.2 | \n\n 95.1 | \n
| \n Income tax receivables | \n\n 10.7 | \n\n 20.4 | \n
| \n Prepaid expenses | \n\n 26.1 | \n\n 20.5 | \n
| \n Receivables from disposals of assets | \n\n 2.0 | \n\n (0.0) | \n
| \n Employment-related earn-out and option, ST(2) | \n\n 2.2 | \n\n 5.8 | \n
| \n Other(3) | \n\n 45.8 | \n\n 57.7 | \n
| \n Other current assets | \n\n 288.3 | \n\n 264.2 | \n
| \n (1)Refer to note 6 for more details. (2)Refer to note\u00a07.3\u00a0on page 232 for more details. (3)This item comprised mainly repayable advances related to co-production activities. | \n
17.3Other non-current and current assets
The breakdown of other non-current and current assets as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Trade receivables, LT | \n\n 17.8 | \n\n 19.9 | \n
| \n Income tax receivables, LT | \n\n 5.2 | \n\n 0.0 | \n
| \n Receivables from disposals of assets, LT | \n\n - | \n\n 6.9 | \n
| \n Employment-related earn-out and option, LT(1) | \n\n 0.8 | \n\n 2.0 | \n
| \n Other, LT(2) | \n\n 12.1 | \n\n 0.7 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 29.6 | \n
| \n (1)Refer to note\u00a07.3 on page 232\u00a0for more details. (2)This item comprised mainly grants and other receivables. | \n
In 2022, other long-term items mainly comprised a receivable from bet-at-home.com Entertainment Ltd (in liquidation) for an amount of \u20ac9.1 million due to various different business transactions. Due to the fact that the company is in liquidation, the uncertainty of recoverability has been taken into account in its measurement. Accordingly, the expected payments on the receivables were discounted over this period.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Tax receivables, excluding income tax | \n\n 99.2 | \n\n 64.7 | \n
| \n Grants receivables(1) | \n\n 102.2 | \n\n 95.1 | \n
| \n Income tax receivables | \n\n 10.7 | \n\n 20.4 | \n
| \n Prepaid expenses | \n\n 26.1 | \n\n 20.5 | \n
| \n Receivables from disposals of assets | \n\n 2.0 | \n\n (0.0) | \n
| \n Employment-related earn-out and option, ST(2) | \n\n 2.2 | \n\n 5.8 | \n
| \n Other(3) | \n\n 45.8 | \n\n 57.7 | \n
| \n Other current assets | \n\n 288.3 | \n\n 264.2 | \n
| \n (1)Refer to note 6 for more details. (2)Refer to note\u00a07.3\u00a0on page 232 for more details. (3)This item comprised mainly repayable advances related to co-production activities. | \n
17.3Other non-current and current assets
The breakdown of other non-current and current assets as of 31\u00a0December 2022\u00a0and 2021\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Trade receivables, LT | \n\n 17.8 | \n\n 19.9 | \n
| \n Income tax receivables, LT | \n\n 5.2 | \n\n 0.0 | \n
| \n Receivables from disposals of assets, LT | \n\n - | \n\n 6.9 | \n
| \n Employment-related earn-out and option, LT(1) | \n\n 0.8 | \n\n 2.0 | \n
| \n Other, LT(2) | \n\n 12.1 | \n\n 0.7 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 29.6 | \n
| \n (1)Refer to note\u00a07.3 on page 232\u00a0for more details. (2)This item comprised mainly grants and other receivables. | \n
17.3Other non-current and current assets
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Tax receivables, excluding income tax | \n\n 99.2 | \n\n 64.7 | \n
| \n Grants receivables(1) | \n\n 102.2 | \n\n 95.1 | \n
| \n Income tax receivables | \n\n 10.7 | \n\n 20.4 | \n
| \n Prepaid expenses | \n\n 26.1 | \n\n 20.5 | \n
| \n Receivables from disposals of assets | \n\n 2.0 | \n\n (0.0) | \n
| \n Employment-related earn-out and option, ST(2) | \n\n 2.2 | \n\n 5.8 | \n
| \n Other(3) | \n\n 45.8 | \n\n 57.7 | \n
| \n Other current assets | \n\n 288.3 | \n\n 264.2 | \n
| \n (1)Refer to note 6 for more details. (2)Refer to note\u00a07.3\u00a0on page 232 for more details. (3)This item comprised mainly repayable advances related to co-production activities. | \n
17.4Customer contract liabilities
Customer contract liabilities as of 31\u00a0December 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Deferred revenue | \n\n 638.0 | \n\n 661.1 | \n
| \n Liabilities for gaming bets | \n\n 55.4 | \n\n 46.1 | \n
| \n Total customer contract liabilities | \n\n 693.3 | \n\n 707.2 | \n
Deferred revenue relates to undelivered programs that are work-in-progress (or intangible assets-in-progress) and that have already been invoiced, recognized as deferred income under IFRS\u00a015.
Revenue recognized in the 2022 that was included in the contract liability balance at the beginning of the period:
| \n (in \u20ac million) | \n\n 1 January 2022 | \n\n Revenue recognized in 2022 | \n\n Revenue not recognized yet | \n
| \n Deferred revenue | \n\n 661.1 | \n\n 641 | \n\n 20 | \n
The remaining performance obligation corresponds to firm commitments (or closed sales).
The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as of 31\u00a0December 2022 totalized \u20ac2,246\u00a0million for the Content production & distribution segment, including \u20ac1,945\u00a0million within one year and \u20ac301\u00a0million beyond one year (\u20ac1,602\u00a0million, including \u20ac1,404\u00a0million within one year and \u20ac198\u00a0million beyond one year, respectively in 2021).
The remaining performance obligations should essentially cover the revenue to be recognized for undelivered productions and for sales of finished tapes/formats for which the rights are not opened.
Liabilities for gaming bets mainly include players\u2019 liabilities, i.e., the amounts available in their accounts for an amount of \u20ac55.4\u00a0million and \u20ac46.1\u00a0million as of 31\u00a0December 2022 and 31\u00a0December 2021, respectively.
17.5Other non-current and current liabilities
Other non-current liabilities as of 31\u00a0December 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Long-term liabilities on non-controlling interest | \n\n 164.1 | \n\n 132.5 | \n
| \n Employee-related long-term incentives(1) | \n\n 213.6 | \n\n 109.0 | \n
| \n Employment-related earn-out and option obligation, LT(2) | \n\n 31.1 | \n\n 19.0 | \n
| \n Income tax liabilities (NC) | \n\n - | \n\n - | \n
| \n Other non-current liabilities(3) | \n\n 32.4 | \n\n 31.3 | \n
| \n Other non-current liabilities | \n\n 441.3 | \n\n 291.7 | \n
| \n (1)Refer to note 7.2 on page 231 for more details. (2)Refer to note 7.3 on page 232 for more details. (3)Included mainly debts to right owners and other payables. | \n
Other current liabilities as of 31\u00a0December 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Employee-related payables (accruals for paid leave, bonuses and other) | \n\n 107.8 | \n\n 88.3 | \n
| \n National, regional and local taxes other than gaming tax and income tax | \n\n 98.8 | \n\n 79.0 | \n
| \n Short-term liabilities on non-controlling interest | \n\n 73.1 | \n\n 71.6 | \n
| \n Gaming tax liabilities | \n\n 39.9 | \n\n 36.4 | \n
| \n Income tax liabilities | \n\n 51.6 | \n\n 41.1 | \n
| \n Employee-related long-term incentives, current(1) | \n\n 14.3 | \n\n 96.6 | \n
| \n Employment-related earn-out and option obligation, ST(2) | \n\n 10.3 | \n\n 6.4 | \n
| \n Payable on fixed asset purchase | \n\n 1.0 | \n\n 2.3 | \n
| \n Other current liabilities(3) | \n\n 29.7 | \n\n 34.9 | \n
| \n Other current liabilities | \n\n 426.6 | \n\n 456.8 | \n
| \n (1)Refer to note 7.2 on page 231 for more details. (2)Refer to note 7.3 on page 232 for more details. (3)This caption comprises mainly debt to right owners. | \n
Employees-related long-term incentives include cash-settled share-based payment liability (refer to note\u00a07.2 on page 231). These liabilities were also impacted by the upward reassessment of the Banijay Group\u2019s shares (refer to note\u00a03.1.2 on page 222). The variation in the current liabilities regarding employee-related long-term incentives is mainly related to the settlement of a Betclic\u2019s plan.
Liabilities on non-controlling interests reflect the commitments to purchase non-controlling interests amounts as well as the liabilities regarding contingent consideration arrangement on business acquisitions. The Group estimates these debts based on contractual agreements and using assumptions on future profits. The present value of the scheduled cash outflows is computed using a discount rate.
| \n (in \u20ac million) | \n\n 2022 | \n\n 2021 | \n
| \n Liabilities on non-controlling interests as of 1\u00a0January | \n\n 204.1 | \n\n 226.9 | \n
| \n Scope entry | \n\n 18.0 | \n\n 15.2 | \n
| \n Remeasurement through P&L | \n\n 93.1 | \n\n (16.4) | \n
| \n Repayments | \n\n (15.4) | \n\n (22.4) | \n
| \n Scope exit | \n\n - | \n\n - | \n
| \n Translation differences | \n\n (0.7) | \n\n 1.1 | \n
| \n Reclassification and others | \n\n (62.0) | \n\n (0.5) | \n
| \n Liabilities on non-controlling interests as of 31\u00a0December | \n\n 237.2 | \n\n 204.1 | \n
| \n Of which current | \n\n 73.1 | \n\n 71.6 | \n
| \n Of which non-current | \n\n 164.1 | \n\n 132.5 | \n
The remeasurement is mainly driven by the upward reassessment of the Banijay Group's shares (refer to note\u00a03.1.2 on page 222). Reclassification and others caption includes the reversal of Marco Bassetti\u2019s put options recognized in equity (refer to notes\u00a03.1.1 II i) and 18 on pages 220 and 250) following the contribution of its BG\u2019s shares to FL\u00a0Entertainment in exchange for Ordinary Shares.
17.5Other non-current and current liabilities
Other non-current liabilities as of 31\u00a0December 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Long-term liabilities on non-controlling interest | \n\n 164.1 | \n\n 132.5 | \n
| \n Employee-related long-term incentives(1) | \n\n 213.6 | \n\n 109.0 | \n
| \n Employment-related earn-out and option obligation, LT(2) | \n\n 31.1 | \n\n 19.0 | \n
| \n Income tax liabilities (NC) | \n\n - | \n\n - | \n
| \n Other non-current liabilities(3) | \n\n 32.4 | \n\n 31.3 | \n
| \n Other non-current liabilities | \n\n 441.3 | \n\n 291.7 | \n
| \n (1)Refer to note 7.2 on page 231 for more details. (2)Refer to note 7.3 on page 232 for more details. (3)Included mainly debts to right owners and other payables. | \n
17.5Other non-current and current liabilities
Other current liabilities as of 31\u00a0December 2022\u00a0and 2021\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Employee-related payables (accruals for paid leave, bonuses and other) | \n\n 107.8 | \n\n 88.3 | \n
| \n National, regional and local taxes other than gaming tax and income tax | \n\n 98.8 | \n\n 79.0 | \n
| \n Short-term liabilities on non-controlling interest | \n\n 73.1 | \n\n 71.6 | \n
| \n Gaming tax liabilities | \n\n 39.9 | \n\n 36.4 | \n
| \n Income tax liabilities | \n\n 51.6 | \n\n 41.1 | \n
| \n Employee-related long-term incentives, current(1) | \n\n 14.3 | \n\n 96.6 | \n
| \n Employment-related earn-out and option obligation, ST(2) | \n\n 10.3 | \n\n 6.4 | \n
| \n Payable on fixed asset purchase | \n\n 1.0 | \n\n 2.3 | \n
| \n Other current liabilities(3) | \n\n 29.7 | \n\n 34.9 | \n
| \n Other current liabilities | \n\n 426.6 | \n\n 456.8 | \n
| \n (1)Refer to note 7.2 on page 231 for more details. (2)Refer to note 7.3 on page 232 for more details. (3)This caption comprises mainly debt to right owners. | \n
Changes in shareholders' equity
18.1FL Entertainment equity instruments
In the context of the Group\u2019s reorganization (as explained in paragraph\u00a03.1.1\u00a0II) on page 220), FL\u00a0Entertainment has issued Ordinary Shares and SVS as follows in 2022:
| \n \n | \n\n Number of shares | \n||
| \n Ordinary Shares | \n\n SVS | \n\n Share-holders\u2019 equity | \n|
| \n Incorporation of FL Entertainment | \n\n 1,000 | \n\n \u00a0 | \n\n 0.0 | \n
| \n Contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL\u00a0Entertainment in exchange for Ordinary Shares and Special Voting Shares(1) | \n\n 178,479,432 | \n\n 178,479,432 | \n\n - | \n
| \n Contribution and sale of all LDH shares held by DEA Communications\u00a0SA | \n\n 20,408,177 | \n\n \u00a0 | \n\n (3.0) | \n
| \n Contribution of all LDH shares held by Fimalac to the Group | \n\n 28,978,416 | \n\n \u00a0 | \n\n 92.1 | \n
| \n Contribution of all BGH shares held by Vivendi Content to the Group through several transactions, in exchange for FL Entertainment\u2019s Ordinary Shares(2) | \n\n 78,829,610 | \n\n \u00a0 | \n\n (96.1) | \n
| \n Contribution and sale of all Betclic shares held by SBM International | \n\n 42,500,000 | \n\n \u00a0 | \n\n (560.6) | \n
| \n Subscription in cash by FL to a share capital increase of FL Entertainment | \n\n 13,520,565 | \n\n 13,520,565 | \n\n 135.2 | \n
| \n Subscription in cash by Vivendi to a share capital increase of FL Entertainment for \u20ac25\u00a0million in exchange for Ordinary Shares | \n\n 2,500,000 | \n\n \n | \n\n 25.0 | \n
| \n Contribution of all BG shares held by Marco Bassetti in exchange | \n\n 6,916,269 | \n\n \u00a0 | \n\n 69.2 | \n
| \n Contribution of SPAC investors as consideration for the Merger | \n\n 16,426,140 | \n\n \u00a0 | \n\n 188.9 | \n
| \n Subscription in cash by PIPE Investors to a share capital increase | \n\n 20,423,000 | \n\n \u00a0 | \n\n 203.4 | \n
| \n Conversion of Founder Shares into Ordinary Shares(5) | \n\n 2,674,999 | \n\n \u00a0 | \n\n 29.4 | \n
| \n \n | \n\n 411,657,608 | \n\n 191,999,997 | \n\n 83.5 | \n
| \n (1)The contribution of Lov Banijay shares by Financi\u00e8re Lov being accounted for as a transaction under common control recognized using the pooling interests\u2019 method applied retrospectively, this operation has no impact in the shareholders equity. A reclassification between the accounts share capital and the account share premium and retained earnings has been performed to reflect the equity instruments issuance, reflected in the line \u201cGroup\u2019s constitution\u201d of the unaudited consolidated interim statement of changes in equity. (2)The shares have been issued in the context of changes in ownership interest in subsidiaries that do not result in a loss of control (refer to note\u00a018.2 on page 251). (3)In addition to Ordinary Shares and SVS, FL received Earn-Out Shares for an amount of \u20ac114.4 million, classified in liabilities according to IAS\u00a032\u00a0(refer to note\u00a021 on page 254). (4)The fair value of those shares was estimated on the listed stock price shares after the Listing (11.498\u00a0\u20ac). (5)The fair value of those shares was estimated on the listed stock price shares at the conversion date (11.0\u00a0\u20ac). | \n
The total cash received in regards with capital increase amounted to \u20ac363.6 million (net of transaction costs).
As of 31 December 2022, the Company owned 6,975\u00a0treasury shares through the liquidity agreement (refer to note\u00a023.1 on page 257), for an amount of \u20ac0.1\u00a0million.
Special statutory voting rights
The Company has implemented a Special Voting Plan, by creating Special Voting Shares A and B, in its share capital. These shares allow the holder thereof to exercise two voting rights in addition to one voting right for each corresponding ordinary share held by it in accordance with and subject to the SVS Terms. Financi\u00e8re Lov is the sole initial participant in the Special Voting Plan and the sole initial holder of the Special Voting Shares A and B.
18.2Changes in ownership interest in subsidiaries that do not result in a loss of control
In 2022, in the context of the Group\u2019s reorganization (as explained in note\u00a03.1.1 II i) on page 220), capital restructuration undertaken impacted the consolidated equity as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022Contribution and sale of all Betclic shares held by SBM International | \n\n (560.6) | \n\n 135.6 | \n\n (425.0) | \n
| \n \u2022Contribution and sale of all LDH shares held by DEA Communications\u00a0SA and Fimalac to the Group through several transactions, in exchange for FL\u00a0Entertainment\u2019s Ordinary Shares | \n\n 89.2 | \n\n (188.6) | \n\n (99.5) | \n
| \n \u2022Contribution of all BGH shares held by Vivendi Content to the Group | \n\n (96.1) | \n\n 96.1 | \n\n - | \n
| \n \u2022Contribution of all BG shares held by Marco Bassetti in exchange | \n\n 69.2 | \n\n - | \n\n 69.2 | \n
| \n \u2022Other BGH\u2019s operations | \n\n (7.2) | \n\n - | \n\n (7.2) | \n
| \n Changes in ownership interest in subsidiaries | \n\n (505.6) | \n\n 43.0 | \n\n (462.6) | \n
| \n (1)In conjunction with BG\u2019s shares, a shareholders\u2019 agreement was signed between BGH and Marco Bassetti granted to the latter a put option, recognized in the consolidated financial statements. It was analyzed that this agreement conveyed an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests were reclassified to other current or non-current liabilities. Following the conversion, this agreement becomes devoid of purpose, and the put has been cancelled against shareholders equity. | \n
In 2021, the end of the capital restructuration undertaken in the context of the Endemol Shine Group\u2019s acquisition impacted the equity as follows (refer to note\u00a03.2.1 on page 223):
| \n (in \u20ac million) | \n\n 31\u00a0December 2021 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022LDH\u2019s capital increase subscribed by Financi\u00e8re Lov, Fimalac, DEA | \n\n 45.6 | \n\n 19.4 | \n\n 65.0 | \n
| \n \u2022Effects of the change in ownership interests in LDH | \n\n (30.3) | \n\n 30.3 | \n\n - | \n
| \n \u2022Effects of the change in ownership interests in BEG | \n\n 7.7 | \n\n (7.7) | \n\n - | \n
| \n \u2022Effects of the change in ownership interests in BGH | \n\n 10.0 | \n\n (10.9) | \n\n (0.9) | \n
| \n \u2022Others | \n\n 0.0 | \n\n 0.5 | \n\n 0.5 | \n
| \n Changes in ownership interest in subsidiaries | \n\n 32.9 | \n\n 31.6 | \n\n 64.5 | \n
18.4Dividends distribution
In the context of the Lov\u2019s reorganization as detailed in the note 3.1.1 II i) on page 220, Lov Banijay distributed its share premium to its sole shareholder at that date, Financi\u00e8re Lov, for an amount of \u20ac33.2\u00a0million, of which \u20ac31.6\u00a0million was offset with the Financi\u00e8re Lov\u2019s current account and \u20ac1.6\u00a0million was paid in cash.
The proposed final dividend is subject to approval by shareholders at the annual general meeting and has not been included as a liability in these financial statements. The proposed dividend is payable to all holders of Ordinary Shares registered as shareholder on the record date (20\u00a0June 2023). The total estimated dividend to be paid is \u20ac0.36 per ordinary share. The payment of this dividend will not have any tax consequences for the Group.
From any profits, as remaining after application of the provisions in the Articles of Association regarding reservation and the profit entitlement of Earn-Out Preference Shares and Founder Shares and Special Voting Shares an amount equal to 0.1% of the nominal value of each of the Earn-Out Preference Shares, Special Voting Share and Founder Shares shall be added to the dividend reserve of the respective shares as described in the Articles of Association and as agreed upon by each Founder Share holder and Earn-Out Share holder in the shareholders\u2019 agreement dated 30 June 2022 and by the Special Voting Shares holders in the Special Voting Shares terms dated 30\u00a0June 2022. Any profits remaining thereafter shall be at the disposal of the general meeting for distribution to the holders of Ordinary Shares in proportion to the aggregate nominal value of their Ordinary Shares.
Under an arrangement dated 30 June 2022 and in accordance with SVS Terms, Founder Shares holders, Earn-Out Shares' holders and Special Voting Shares holders have agreed to waive all profit rights due to them.
In 2021, the consolidated statement of changes in equity and the consolidated statement of cash flows reflected the distribution of dividends by Mangas Lov for \u20ac95.0\u00a0million.
| \n Note 20 | \n\n Earnings per share | \n
20.1Number of shares
The shares issued in the context of the combination between entities under common control did not result in a corresponding change in resources, since the attached economical rights were already controlled by the Group. As a consequence, and in accordance with IAS\u00a033, the weighted average number of Ordinary Shares has been adjusted during all the periods presented as if these shares were issued at the beginning of the earliest period presented.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n||
| \n Number of Ordinary Shares | \n\n Share Capital (in \u20ac million) | \n\n Number of shares | \n\n Share Capital (in \u20ac million) | \n|
| \n Opening share capital | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Capital increase | \n\n 411,657,608 | \n\n 4.1 | \n\n - | \n\n - | \n
| \n Capital decrease | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Closing share capital | \n\n 411,657,608 | \n\n 4.1 | \n\n - | \n\n - | \n
| \n Of which treasury shares | \n\n (6,975) | \n\n \n | \n\n \n | \n\n \n | \n
| \n Weighted average number of ordinary shares outstanding(1) | \n\n 296,953,862 | \n\n \n | \n\n 178,479,432 | \n\n \n | \n
| \n Diluted weighted average number | \n\n 296,953,862 | \n\n \n | \n\n 178,479,432 | \n\n \n | \n
| \n (1)Including the retrospective adjustment related to the 178,479,432\u00a0shares issued in compensation for the shares contributed by Financi\u00e8re Lov. | \n
As of 31 December 2022, 20,000,000\u00a0Earn-Out Shares, 2,575,001\u00a0Founder Shares, 5,250,000\u00a0Founder Warrants and 8,666,667\u00a0public Warrants were not taken in consideration for the calculation of diluted earnings per share because the conversion conditions were not satisfied at the end of the period or because they had an anti-dilutive effect at the closing date.
20.2Basic and diluted earnings per share
| \n (in \u20ac million) | \n\n \n | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Income available to common shareholders | \n\n A | \n\n (88.0) | \n\n (43.0) | \n
| \n Weighted average number of Ordinary Shares outstanding(1) | \n\n B | \n\n 296,953,862 | \n\n 178,479,432 | \n
| \n Basic earnings per share (in \u20ac) | \n\n A/B | \n\n (0.30) | \n\n (0.24) | \n
| \n (1)Including the retrospective adjustment related to the 178,479,432\u00a0shares issued in compensation for the shares contributed by Financi\u00e8re Lov. | \n
| \n (in \u20ac million) | \n\n \n | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Income available to common shareholders | \n\n A | \n\n (88.0) | \n\n (43.0) | \n
| \n Diluted weighted average number of Ordinary Shares outstanding(1) | \n\n B | \n\n 296,953,862 | \n\n 178,479,432 | \n
| \n Diluted earnings per share (in \u20ac) | \n\n A/B | \n\n (0.30) | \n\n (0.24) | \n
| \n (1)Including the retrospective adjustment related to the 178,479,432\u00a0shares issued in compensation for the shares contributed by Financi\u00e8re Lov. | \n
23.1Current and non-current financial assets
Financial assets comprise financial interests in non-consolidated companies, loans, restricted cash accounts and current accounts with third parties.
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Financial interests in non-consolidated companies | \n\n 40.6 | \n\n 11.9 | \n
| \n Non-current loans, guarantee instruments and other financial assets | \n\n 16.2 | \n\n 17.9 | \n
| \n Non-current restricted cash and cash equivalents | \n\n 36.6 | \n\n 28.5 | \n
| \n Non-current derivative financial assets | \n\n 68.3 | \n\n 24.8 | \n
| \n Non-current financial assets | \n\n 161.7 | \n\n 83.0 | \n
| \n Current part of loans, guarantee instruments and other financial assets | \n\n 15.3 | \n\n 10.7 | \n
| \n Current restricted cash and cash equivalents | \n\n 0.5 | \n\n - | \n
| \n Current accounts | \n\n 2.7 | \n\n 63.1 | \n
| \n Current derivative financial assets | \n\n 6.2 | \n\n 1.4 | \n
| \n Current financial assets | \n\n 24.7 | \n\n 75.2 | \n
| \n Total financial assets | \n\n 186.4 | \n\n 158.2 | \n
The change in financial interests in non-consolidated companies is mainly due to Beyond International acquisition.
At the end of December 2022, Banijay acquired 100% of the issued share capital of Beyond International in Australia for \u20ac30\u00a0million. Beyond is an international producer and distributor, with a portfolio of around 8,000\u00a0hours of scripted and non-scripted in-house and 3rd-party-acquired content overseen by Beyond Rights. Its track record lies mainly in the English-language with notable titles it distributes. As a late acquisition, Beyond\u2019s shares have been classified in financial interests in non-consolidated companies. The opening balance sheet statement will be done from 2023 onwards.
Preliminary unaudited financial statements: balance sheet and P&L of\u00a0Beyond International as of 31\u00a0December 2022 (not included in the consolidated statements)
Balance sheet
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Non-current assets | \n\n 11.0 | \n
| \n Current assets | \n\n 44.0 | \n
| \n Assets | \n\n 55.0 | \n
| \n Equity | \n\n 14.0 | \n
| \n Non-current liabilities | \n\n 4.0 | \n
| \n Current liabilities | \n\n 37.0 | \n
| \n Equity and liabilities | \n\n 55.0 | \n
P&L
| \n (in \u20ac million) | \n\n 2022 | \n
| \n Total revenue | \n\n 65.0 | \n
| \n Operating profit | \n\n 1.0 | \n
| \n Profit before tax | \n\n 1.0 | \n
| \n Net profit | \n\n - | \n
| \n Share of group | \n\n - | \n
| \n Minority interest | \n\n - | \n
| \n Note 24 | \n\n Financial instruments | \n
Fair value hierarchy
IFRS\u00a013\u00a0Fair Value Measurement, establishes a fair value hierarchy consisting of three levels:
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access;
\u2022Level 2: directly observable market inputs other than Level 1\u00a0inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations). This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group\u2019s financial instruments, with the exception of marketable securities for which the market price is used.
| \n (in \u20ac million) | \n\n Fair value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 114.3 | \n\n 5.5 | \n\n 68.3 | \n\n 40.6 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 6.2 | \n\n - | \n\n 6.2 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n 479.4 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (130.5) | \n\n - | \n\n - | \n\n (130.5) | \n
| \n Long-term borrowings and other financial liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Other non-current liabilities | \n\n (195.3) | \n\n - | \n\n - | \n\n (195.3) | \n
| \n Short-term borrowings and bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.7) | \n\n - | \n\n - | \n\n (3.7) | \n
| \n Other current liabilities | \n\n (83.4) | \n\n - | \n\n - | \n\n (83.4) | \n
| \n Balances as of 31\u00a0December 2022 | \n\n 187.1 | \n\n 484.9 | \n\n 74.5 | \n\n (372.3) | \n
| \n (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 42.7 | \n\n 6.0 | \n\n 24.8 | \n\n 11.9 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 1.4 | \n\n - | \n\n 1.4 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 434.1 | \n\n 434.1 | \n\n - | \n\n - | \n
| \n Long-term borrowings and other financial liabilities | \n\n (4.5) | \n\n - | \n\n (4.5) | \n\n - | \n
| \n Other non-current liabilities | \n\n (151.4) | \n\n - | \n\n - | \n\n (151.4) | \n
| \n Short-term borrowings and bank overdrafts | \n\n (3.3) | \n\n (1.7) | \n\n (1.6) | \n\n - | \n
| \n Customer contract liabilities | \n\n (2.7) | \n\n - | \n\n - | \n\n (2.7) | \n
| \n Other current liabilities | \n\n (78.0) | \n\n - | \n\n - | \n\n (78.0) | \n
| \n Balances as of 31\u00a0December 2021 | \n\n 238.3 | \n\n 438.4 | \n\n 20.0 | \n\n (220.2) | \n
Other securities comprised public Warrants, Earn-Out Shares, Founder Shares and Founder Warrants that are classified as Level 3. Derivatives are classified as Level\u00a02\u00a0instruments and Level 3\u00a0instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
Financial instruments
Fair value hierarchy
IFRS\u00a013\u00a0Fair Value Measurement, establishes a fair value hierarchy consisting of three levels:
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access;
\u2022Level 2: directly observable market inputs other than Level 1\u00a0inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations). This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group\u2019s financial instruments, with the exception of marketable securities for which the market price is used.
| \n (in \u20ac million) | \n\n Fair value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 114.3 | \n\n 5.5 | \n\n 68.3 | \n\n 40.6 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 6.2 | \n\n - | \n\n 6.2 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n 479.4 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (130.5) | \n\n - | \n\n - | \n\n (130.5) | \n
| \n Long-term borrowings and other financial liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Other non-current liabilities | \n\n (195.3) | \n\n - | \n\n - | \n\n (195.3) | \n
| \n Short-term borrowings and bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.7) | \n\n - | \n\n - | \n\n (3.7) | \n
| \n Other current liabilities | \n\n (83.4) | \n\n - | \n\n - | \n\n (83.4) | \n
| \n Balances as of 31\u00a0December 2022 | \n\n 187.1 | \n\n 484.9 | \n\n 74.5 | \n\n (372.3) | \n
| \n (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 42.7 | \n\n 6.0 | \n\n 24.8 | \n\n 11.9 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 1.4 | \n\n - | \n\n 1.4 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 434.1 | \n\n 434.1 | \n\n - | \n\n - | \n
| \n Long-term borrowings and other financial liabilities | \n\n (4.5) | \n\n - | \n\n (4.5) | \n\n - | \n
| \n Other non-current liabilities | \n\n (151.4) | \n\n - | \n\n - | \n\n (151.4) | \n
| \n Short-term borrowings and bank overdrafts | \n\n (3.3) | \n\n (1.7) | \n\n (1.6) | \n\n - | \n
| \n Customer contract liabilities | \n\n (2.7) | \n\n - | \n\n - | \n\n (2.7) | \n
| \n Other current liabilities | \n\n (78.0) | \n\n - | \n\n - | \n\n (78.0) | \n
| \n Balances as of 31\u00a0December 2021 | \n\n 238.3 | \n\n 438.4 | \n\n 20.0 | \n\n (220.2) | \n
Other securities comprised public Warrants, Earn-Out Shares, Founder Shares and Founder Warrants that are classified as Level 3. Derivatives are classified as Level\u00a02\u00a0instruments and Level 3\u00a0instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
Fair value hierarchy
IFRS\u00a013\u00a0Fair Value Measurement, establishes a fair value hierarchy consisting of three levels:
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access;
\u2022Level 2: directly observable market inputs other than Level 1\u00a0inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations). This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group\u2019s financial instruments, with the exception of marketable securities for which the market price is used.
Other securities comprised public Warrants, Earn-Out Shares, Founder Shares and Founder Warrants that are classified as Level 3. Derivatives are classified as Level\u00a02\u00a0instruments and Level 3\u00a0instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
| \n Note 25 | \n\n Management of market risk | \n
25.1Credit risk
Credit risk arises if a party to a transaction is unable or unwilling to fulfill its obligations, resulting in a financial loss to the Group.
For all business, credit risk arises if a party to a transaction is unable or refuses to fulfill its obligations, resulting in a financial loss to the Group.
The Group deals only with reputable and creditworthy third parties. Receivables are monitored on a regular basis, so that the Group\u2019s exposure to bad debts is not significant.
Credit risk arising from cash at bank is considered to be minimal. Majority of the cash at bank is held with high credit quality financial institutions with a credit rating of A or higher.
25.2Interest rate risk
Group\u2019s interest rate risk management\u2019s objective is to reduce its net exposure to rising interest rates.
To this end, the business that have recourse to financing with variable interest rate debt use financial instruments that enable them to protect themselves against significant fluctuations in interest rates (mainly through the implementation of interest rate swaps and caps).
In the Content production &\u00a0distribution business, the Group\u2019s exposure to the risk of interest rate fluctuations is mainly linked to:
\u2022the $460\u00a0million senior term loan B agreement, which depends on the short-term interest rate of LIBOR. On this specific loan, Banijay has taken out an interest rate hedge by means of an interest rate swap exchanging the variable rate for a fixed rate of 1.4% (maturity date: 1\u00a0March 2025); and
\u2022the \u20ac453\u00a0million term loan B agreement, which depends on the short-term interest rate of EURIBOR. On this specific loan, Banijay has taken out an interest rate hedge by means of an interest rate capping the variable rate to 0.0% (maturity date: 3\u00a0March 2025).
Regarding the Online sports betting &\u00a0gaming business, the \u20ac165\u00a0million senior loan issued on 23\u00a0June 2020\u00a0depends on EURIBOR 3\u00a0months rate. On this specific loan, Betclic Everest Group has taken out an interest rate hedge by means of an interest swap exchanging the variable rate for a fixed rate of 0.071% (maturity date: 23\u00a0June 2025).
25.3Currency risk
Currency risk management is handled independently by each subsidiary.
Regarding the Content production &\u00a0distribution business, the Group operates in several countries and may be exposed to fluctuations in foreign exchange rates that could have an impact on its net income and financial position expressed in euros.
The main foreign exchange risk is transactional, mainly related to the US dollar and the pound sterling:
\u2022as of 31\u00a0December 2022, the percentage of sales made in USD represented 20.8% of the Banijay\u2019s consolidated revenue (16.3% in 2021). A decrease of 5% in the exchange rate in USD would have an impact on the consolidated revenue of -\u20ac32\u00a0million in 2022\u00a0(-\u20ac21\u00a0million in 2021) and an impact on the consolidated equity of \u20ac5\u00a0million. Conversely, an increase of 5% in the exchange rate in USD would have an impact on the consolidated turnover of \u20ac35\u00a0million (\u20ac24\u00a0million in 2021) and an impact on the consolidated equity of \u20ac6 million;
\u2022as of 31\u00a0December 2022, the percentage of sales made in GBP represented 19.4% of the Banijay\u2019s consolidated revenue (18.6% in 2021). A decrease of 5% in the exchange rate in GBP would have an impact on the consolidated turnover of -\u20ac30\u00a0million (-\u20ac24\u00a0million in 2021) and an impact on the consolidated equity of \u20ac5\u00a0million. Conversely, an increase of 5% in the exchange rate in GBP would have an impact on consolidated revenue of \u20ac33\u00a0million (\u20ac27\u00a0million in 2021) and an impact on the consolidated equity of \u20ac6 million.
In addition, in 2020, Banijay has issued a bond in USD and forward contracts and call and put options were subscribed in 2021\u00a0to hedge the exposure. According to IFRS\u00a09\u00a0the impact of premium/discounts of forward contracts and the time value of the option are recognized in the other comprehensive income.
The Online sports betting &\u00a0gaming business, whose functional currency is the euro, has very little exposure to foreign exchange risk (transactions are exclusively in markets with the same functional currency and there are no debts or receivables denominated in foreign currencies).
25.4Liquidity risk
The Group managed its liquidity risk through a monthly cash flow analysis for the next year and then each year for the duration of its business plan.
Annual forecasts include an organic growth and an analysis of the effect of potential external growth on revenue, Adjusted EBITDA and net financial debt.
Banijay Group maintains adequate reserves of cash and short-term deposits to meet its liquidity needs. As of 31\u00a0December 2022, undrawn committed lines of credit, overdrafts and other borrowings have been obtained for a total of \u20ac211\u00a0million.
The Content production &\u00a0distribution business has also set up several liquidity concentration pools around the main business regions (Europe, United States, United Kingdom and Scandinavia). During 2022, approximately 86% (87% in 2021) of the business\u2019s revenue was covered by these mechanisms. Consequently, the business\u2019s organic growth, its working capital requirements and its financing (including the payment of debts or option debts) are ensured in particular by the cash flows generated by the business units.
In addition, as part of its financing, the Content production & distribution business is subject to financial covenants, namely concerning RCF (Revolving Credit Facility) in the event of a drawdown of 40%. The ratio is based on Senior Secured Net Leverage (ratio between (i) the sum of Banijay senior secured notes, earn out debt minus cash and (ii)\u00a0the\u00a0sum of Banijay Adjusted EBITDA, shareholder fees and proforma impact from acquisitions) and its level should not exceed 6.50x. In December 2022, although the RCF is not drawn, such financial covenants are satisfied.
Regarding the Online sports betting & gaming business, the latter is financed via bank loans. The senior loan is subject to two financial covenants: (i) a leverage ratio (Betclic net consolidated financial debt / consolidated EBITDA) that must be less than 2.75 and (ii) an interest ratio (Betclic group consolidated cash flow / consolidated financial debt) that must be above 1.2. Betclic had no breach of those financial covenants in 2022 and 2021 to be reported.
At the holding level, FL Entertainment can access to the liquidity from the Content production & distribution business and from the Online sports betting & gaming business.
25.2Interest rate risk
Group\u2019s interest rate risk management\u2019s objective is to reduce its net exposure to rising interest rates.
To this end, the business that have recourse to financing with variable interest rate debt use financial instruments that enable them to protect themselves against significant fluctuations in interest rates (mainly through the implementation of interest rate swaps and caps).
In the Content production &\u00a0distribution business, the Group\u2019s exposure to the risk of interest rate fluctuations is mainly linked to:
\u2022the $460\u00a0million senior term loan B agreement, which depends on the short-term interest rate of LIBOR. On this specific loan, Banijay has taken out an interest rate hedge by means of an interest rate swap exchanging the variable rate for a fixed rate of 1.4% (maturity date: 1\u00a0March 2025); and
\u2022the \u20ac453\u00a0million term loan B agreement, which depends on the short-term interest rate of EURIBOR. On this specific loan, Banijay has taken out an interest rate hedge by means of an interest rate capping the variable rate to 0.0% (maturity date: 3\u00a0March 2025).
Regarding the Online sports betting &\u00a0gaming business, the \u20ac165\u00a0million senior loan issued on 23\u00a0June 2020\u00a0depends on EURIBOR 3\u00a0months rate. On this specific loan, Betclic Everest Group has taken out an interest rate hedge by means of an interest swap exchanging the variable rate for a fixed rate of 0.071% (maturity date: 23\u00a0June 2025).
25.3Currency risk
Currency risk management is handled independently by each subsidiary.
Regarding the Content production &\u00a0distribution business, the Group operates in several countries and may be exposed to fluctuations in foreign exchange rates that could have an impact on its net income and financial position expressed in euros.
The main foreign exchange risk is transactional, mainly related to the US dollar and the pound sterling:
\u2022as of 31\u00a0December 2022, the percentage of sales made in USD represented 20.8% of the Banijay\u2019s consolidated revenue (16.3% in 2021). A decrease of 5% in the exchange rate in USD would have an impact on the consolidated revenue of -\u20ac32\u00a0million in 2022\u00a0(-\u20ac21\u00a0million in 2021) and an impact on the consolidated equity of \u20ac5\u00a0million. Conversely, an increase of 5% in the exchange rate in USD would have an impact on the consolidated turnover of \u20ac35\u00a0million (\u20ac24\u00a0million in 2021) and an impact on the consolidated equity of \u20ac6 million;
\u2022as of 31\u00a0December 2022, the percentage of sales made in GBP represented 19.4% of the Banijay\u2019s consolidated revenue (18.6% in 2021). A decrease of 5% in the exchange rate in GBP would have an impact on the consolidated turnover of -\u20ac30\u00a0million (-\u20ac24\u00a0million in 2021) and an impact on the consolidated equity of \u20ac5\u00a0million. Conversely, an increase of 5% in the exchange rate in GBP would have an impact on consolidated revenue of \u20ac33\u00a0million (\u20ac27\u00a0million in 2021) and an impact on the consolidated equity of \u20ac6 million.
In addition, in 2020, Banijay has issued a bond in USD and forward contracts and call and put options were subscribed in 2021\u00a0to hedge the exposure. According to IFRS\u00a09\u00a0the impact of premium/discounts of forward contracts and the time value of the option are recognized in the other comprehensive income.
The Online sports betting &\u00a0gaming business, whose functional currency is the euro, has very little exposure to foreign exchange risk (transactions are exclusively in markets with the same functional currency and there are no debts or receivables denominated in foreign currencies).
25.4Liquidity risk
The Group managed its liquidity risk through a monthly cash flow analysis for the next year and then each year for the duration of its business plan.
Annual forecasts include an organic growth and an analysis of the effect of potential external growth on revenue, Adjusted EBITDA and net financial debt.
Banijay Group maintains adequate reserves of cash and short-term deposits to meet its liquidity needs. As of 31\u00a0December 2022, undrawn committed lines of credit, overdrafts and other borrowings have been obtained for a total of \u20ac211\u00a0million.
The Content production &\u00a0distribution business has also set up several liquidity concentration pools around the main business regions (Europe, United States, United Kingdom and Scandinavia). During 2022, approximately 86% (87% in 2021) of the business\u2019s revenue was covered by these mechanisms. Consequently, the business\u2019s organic growth, its working capital requirements and its financing (including the payment of debts or option debts) are ensured in particular by the cash flows generated by the business units.
In addition, as part of its financing, the Content production & distribution business is subject to financial covenants, namely concerning RCF (Revolving Credit Facility) in the event of a drawdown of 40%. The ratio is based on Senior Secured Net Leverage (ratio between (i) the sum of Banijay senior secured notes, earn out debt minus cash and (ii)\u00a0the\u00a0sum of Banijay Adjusted EBITDA, shareholder fees and proforma impact from acquisitions) and its level should not exceed 6.50x. In December 2022, although the RCF is not drawn, such financial covenants are satisfied.
Regarding the Online sports betting & gaming business, the latter is financed via bank loans. The senior loan is subject to two financial covenants: (i) a leverage ratio (Betclic net consolidated financial debt / consolidated EBITDA) that must be less than 2.75 and (ii) an interest ratio (Betclic group consolidated cash flow / consolidated financial debt) that must be above 1.2. Betclic had no breach of those financial covenants in 2022 and 2021 to be reported.
At the holding level, FL Entertainment can access to the liquidity from the Content production & distribution business and from the Online sports betting & gaming business.
25.5Capital risk
The Group manages its statutory equity and its liquidity to be able to distribute a dividend to its shareholders in accordance with its dividend policy.
26.4Key Management Personnel compensation
Key management personnel, who have the authority and responsibility for planning, directing and controlling the activities, directly or indirectly, are the members of the Board of Directors, the CEO of Banijay Group(34) and the CEO of Betclic Everest Group. The compensation of the key management personnel is detailed in the table below:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n\n 31\u00a0December 2021 | \n
| \n Short-term employee benefits (fixed salary and variable component) | \n\n (2.0) | \n\n (1.9) | \n
| \n Post-employment benefits (IAS\u00a019) | \n\n - | \n\n - | \n
| \n Other long-term benefits | \n\n - | \n\n - | \n
| \n Termination benefits | \n\n - | \n\n - | \n
| \n Share-based payment | \n\n (26.1) | \n\n (211.1) | \n
| \n Total compensation to key management personnel | \n\n (28.1) | \n\n (213.0) | \n
| \n (1)Position currently occupied by Marco Bassetti, who holds 1.9% of FL\u00a0Entertainment\u2019s shares. | \n
Moreover, attendance fees allocated to the Board of Directors\u2019 members amounted to \u20ac0.3 million in 2022.
26.4.1 Remuneration of Executive Directors in 2022
The individual remuneration in 2022 for each Executive Director paid was as follows:
| \n Name | \n\n Base salary | \n
| \n Mr Fran\u00e7ois Riahi | \n\n \u20ac525,000(1) | \n
| \n Mrs Sophie Kurinckx | \n\n \u20ac475,000 | \n
| \n (1)As from November 2022, Fran\u00e7ois Riahi\u2019s base salary was increased to \u20ac750,000. | \n
For the year ending 31\u00a0December 2022, both Executive Directors have been paid for the period that they have been in office, respectively a remuneration of \u20ac300,000 for the CEO and \u20ac219,231 for the CFO (fixed salary). In addition, the Executive Directors benefit from a termination indemnity equal to a 12-month base salary.
The mix between the fixed and the variable remuneration components for our Executive Directors is as follows:
| \n Name | \n\n Fixed | \n\n Variable | \n
| \n Mr Fran\u00e7ois Riahi | \n\n 100% | \n\n 0% | \n
| \n Mrs Sophie Kurinckx | \n\n 100% | \n\n 0% | \n
Mr Fran\u00e7ois Riahi benefits, as chief executive officer of Financi\u00e8re Lov, from a long-term incentive plan which takes into account the value-creation at the level of the Company. In this respect, Mr\u00a0Fran\u00e7ois Riahi's incentive is aligned to the interests of the Company's shareholders.
Before becoming the chief financial officer of the Company, Mrs\u00a0Sophie Kurinckx was the chief financial officer of the Banijay Group. As such, for the first six months of 2022, she has also received remuneration from the Banijay Group. Her remuneration as chief financial officer of the Banijay Group for the year 2022 was agreed as follows:
| \n Name | \n\n Base salary | \n\n Bonus | \n\n Allowance | \n
| \n Mrs Sophie Kurinckx | \n\n \u20ac280,500 | \n\n \u20ac340,250 | \n\n \u20ac38,837 | \n
In 2022, Mrs Sophie Kurinckx received a lump sum payment of \u20ac283,250 in the context of her leaving Banijay.
In July\u00a02020, Mrs Sophie Kurinckx received free Banijay Group\u00a0SAS shares. These shares are not yet vested but the benefit of them will be maintained under the current conditions. Furthermore, Mrs Sophie Kurinckx benefits at the level of Banijay Group from a long-term cash incentive. The amount depends on the valuation of Banijay Group\u00a0SAS at the time of payment. To date, the vested part is valued at \u20ac706,202.
As the Company has been incorporated and listed in 2022, no historical information can be provided with respect to the annual change in remuneration over the last five financial years. The Company intends to provide this information in the 2023 Universal Registration Document.
26.4.2 Remuneration of Non-Executive Directors in 2022
The table below sets forth the remuneration of the Non-Executive Directors paid for 2022. The amounts reflect the annual fee awarded for the services as Non-Executive Director and any additional roles as member of a committee or Chairperson of the Board or a committee, from the date of their appointment.
| \n Name | \n\n Base salary | \n
| \n Mr St\u00e9phane Courbit | \n\n \u20ac0(1) | \n
| \n Mr Pierre Cuilleret | \n\n \u20ac30,000 | \n
| \n Mrs Susana Gallardo | \n\n \u20ac37,500 | \n
| \n Mrs El\u00e9onore Ladreit de Lacharri\u00e8re | \n\n \u20ac25,000 | \n
| \n Mrs C\u00e9cile L\u00e9vi | \n\n \u20ac32,500 | \n
| \n Mr Alain Minc | \n\n \u20ac35,000 | \n
| \n Mrs Marella Moretti | \n\n \u20ac30,000 | \n
| \n Mr Herv\u00e9 Philippe | \n\n \u20ac30,000 | \n
| \n Mr Yves de Toytot | \n\n \u20ac30,000 | \n
| \n (1)Mr St\u00e9phane Courbit has waived his right to compensation as Chairman of the Board and Non-Executive Director. | \n
26.4.3 Remuneration of the Senior Management Members in 2022
Remuneration
For the year 2022, the total aggregate remuneration of the Senior Management Members paid by any entity within the Group was approximately \u20ac1,650,000. This amount does not take into account the long-term incentive plan provided to the Senior Management Members.
The Company does not pay the Senior Management Members' compensation for 2022, except to the extent it is awarded any grants under a LTIP which is expected to be put in place. The remuneration will be paid by other companies within the Group. The Group does not anticipate any material increase of the Senior Management Members' compensation for 2022.
Equity holdings of Senior Management Members
As of 31 December 2022, Marco Bassetti indirectly holds 6,916,269 Ordinary Shares through a holding vehicle, which he received as a result of an equity contribution of 2,690,437 shares in Banijay as part of the Lov\u2019s reorganization. Other than as set out above, as of 31\u00a0December 2022, none of the Senior Management Members directly owns shares or stock options giving access to the share capital of the Company.
Senior Management Team long-term incentive plan (LTIP)
The Company intends to implement a LTIP in favor of Nicolas B\u00e9raud, which is aimed at aligning the interests of Nicolas B\u00e9raud with the interests of the long-term shareholders, and which provides an incentive for longer term commitment and retention of Nicolas B\u00e9raud.
Under the Articles of Association of the Company, the Board is designated to issue Ordinary Shares or grant rights to subscribe for Ordinary Shares up to 3% of the issued shares at the time of issuance, in connection with any LTIP.
| \n Note 28 | \n\n Subsequent events | \n
Endemol India - put over non-controlling interests
Following the acquisition of the Endemol Shine Group, Banijay was committed to purchase the minority shares of Endemol India from July 2020. A litigation was raised on the price and an arbitration has been requested between Banijay and the minority shareholders. Award of the tribunal has been received by the end of February 2023, setting a price higher than the Group\u2019s initial estimate by \u20ac6.8\u00a0million. Consequence of this award has been taken into account in the measurement of the put options on non-controlling interests as of 31 December 2022.
Refinancing of Banijay\u2019s Term Loans B
On April 2023, Banijay has completed the refinancing of its two Term Loan B credit facilities in Euros and in US Dollars for an amount equivalent to around \u20ac875\u00a0million (including a \u20ac453\u00a0million tranche and US$460\u00a0million tranche), resulting in a 3-year extension of their maturities until March 2028. Banijay also raised new Term Loans B financing in Euros and US Dollars to strengthen its balance sheet and finance its future growth for a total amount equivalent to \u20ac200\u00a0million, which splits into \u20ac102\u00a0million and $110\u00a0million respectively. The Term Loans B will carry a floating interest at EURIBOR +450 bps for the Euro-denominated tranche, and at SOFR +375 bps for the US Dollar-denominated tranche, both of which will benefit from the existing hedges until March 2025. The additional amounts and the extended maturities will also be hedged against floating interest rate risks.
In parallel, Banijay extended the maturity of its \u20ac170\u00a0million RCF by 3 years to September 2027 at EURIBOR + 3.75%.
| \n Note 29 | \n\n Fees expensed to auditors | \n
| \n (in \u20ac million) | \n\n Statutory audit, certification and review of the individual and consolidated financial statements | \n\n Non-audit services | \n\n Total fees(1) | \n
| \n As of 31\u00a0December 2022 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Ernst &\u00a0Young | \n\n 6.1 | \n\n 0.8 | \n\n 6.9 | \n
| \n Other Auditors | \n\n 1.0 | \n\n - | \n\n 1.0 | \n
| \n Total | \n\n 7.1 | \n\n 0.8 | \n\n 7.9 | \n
| \n As of 31\u00a0December 2021 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Ernst &\u00a0Young | \n\n 4.4 | \n\n 0.9 | \n\n 5.3 | \n
| \n Other Auditors | \n\n 1.3 | \n\n 0.1 | \n\n 1.4 | \n
| \n Total | \n\n 5.7 | \n\n 1.0 | \n\n 6.7 | \n
| \n (1)Expenses charged by Dutch organizations of EY amounted to \u20ac0.7 million in 2022 (\u20ac0.2 million in 2021). | \n
(1)Deferred tax was de-netted from the fair value adjustment on cash flow hedge. Comparative figures have been restated accordingly to ensure comparability.
(1)The split between other operating income and other operating expenses has been revised. Comparative figures have been restated accordingly to ensure comparability.
(1)Other adjustments include notably i) unrealized foreign exchange gains; and ii) losses on disposal and liquidation of subsidiaries and (iii) IFRS 2 listing costs.
(2) Cost of lease liabilities has been reclassified from \u201cOther adjustments\u201d to \u201cCost of financial debt, lease liabilities and current accounts\u201d to ensure comparability