The PZU Group made the final settlement of the acquisition, applying the principles of IFRS 3 Business Combinations as of the dates of obtaining control.
The allocation process of the share purchase prices was carried out based on accounting data:
- Aura Medic Południe sp. z o.o. – as at 31 March 2022;
- TFI Energia – as at 15 July 2022;
- Centrum Medyczne Nowa 5 sp. z o.o. – as at 31 December 2022.
The consolidated financial statements contain the final fair value of the assets and liabilities acquired.
During the goodwill calculation:
- intangible assets not carried thus far in TFI Energia’s financial statements were recognized;
- fair value measurement of assets and liabilities was performed;
- no contingent liabilities requiring recognition were identified;
- no potential indemnification assets requiring recognition were identified.
The tables below present the purchase price allocation of the acquisition of medical companies.
| Value of acquired net assets | Aura Medic Południe sp. z o.o. Final settlement | TFI Energia Final settlement |
Centrum Medyczne Nowa5 sp. z o.o. Final settlement |
|---|---|---|---|
| Assets | 3 | 27 | 7 |
| Intangible assets | – | 9 | – |
| Property, plant and equipment | 2 | – | 5 |
| Receivables | 1 | – | 1 |
| Cash and cash equivalents | – | 18 | 1 |
| Liabilities | 1 | 3 | 6 |
| Other liabilities | 1 | 3 | 6 |
| Value of acquired net assets | 2 | 24 | 1 |
| Calculated goodwill / gain from a bargain purchase | Aura Medic Południe sp. z o.o. Final settlement |
TFI Energia Final settlement |
Centrum Medyczne Nowa5 sp. z o.o. Final settlement |
|---|---|---|---|
| Payment transferred at the date of acquisition | 13 | 21 | 8 |
| Additional payment obligation1) | 2 | – | – |
| Net value of identifiable assets | (2) | (24) | (1) |
| Goodwill / (gain from a bargain purchase) | 13 | (3) | 7 |
Goodwill will not reduce taxable income.
The determination of the fair value of the acquired assets and liabilities and the identification and recognition of the acquired intangible assets was carried out based on the available information and best estimates as at the date of preparation of the consolidated financial statements.
No differences were identified between the fair value of assets and liabilities and their book values, as recognized in the financial statements of the acquired companies.
Financial data of acquired companies
The table below shows the financial data of the companies acquired in 2022 included in the consolidated profit and loss account. The data was prepared in accordance with IFRS and relates to the period when these companies were under the control of the PZU Group.
| Data from the consolidated profit and loss account | |
|---|---|
| Other operating income | 7 |
| Other operating expenses | (6) |
| Operating profit | 1 |
| Profit before tax | 1 |
| Income tax – | – |
| Net profit, including: | 1 |
| profit attributable to the equity holders of the Parent Company | 1 |
| profit (loss) attributed to holders of non-controlling interest | – |
Consolidated profit and loss account including acquired companies
The following table presents the profit and loss account of the PZU Group including the financial data of acquired subsidiaries calculated as if the acquisition date for all mergers carried out during the year was the beginning of the year.
| Consolidated profit and loss account | 1 January – 31 December 2022 |
|---|---|
| Gross written premiums | 26,710 |
| Reinsurers’ share in gross written premium | (1,695) |
| Net written premiums | 25,015 |
| Movement in net provision for unearned premiums | (718) |
| Net earned premiums | 24,297 |
| Revenue from commissions and fees | 5,136 |
| Interest income calculated using the effective interest rate | 18,626 |
| Other net investment income | (384) |
| Result on derecognition of financial instruments and investments | (492) |
| Movement in allowances for expected credit losses and impairment losses on financial instruments | (3,271) |
| Net movement in fair value of assets and liabilities measured at fair value | 704 |
| Other operating income | 1,913 |
| Claims, benefits and movement in technical provisions | (16,894) |
| Reinsurers’ share in claims, benefits and movement in technical provisions | 1,352 |
| Net insurance claims and benefits | (15,542) |
| Fee and commission expenses | (1,449) |
| Interest expenses | (4,767) |
| Acquisition expenses | (3,903) |
| Administrative expenses | (7,575) |
| Other operating expenses | (5,663) |
| Operating profit | 7,630 |
| Share of the net financial results of entities measured by the equity method | (25) |
| Profit before tax | 7,605 |
| Income tax | (2,346) |
| Net profit, including: | 5,259 |
| profit attributable to the equity holders of the Parent Company | 3,374 |
| profit (loss) attributed to holders of non-controlling interest | 1,885 |