UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 6, 2023
Commission File Number: 001-39570
TIM S.A.
(Exact name of Registrant as specified in its Charter)
João
Cabral de Melo Neto Avenue, 850 – North Tower – 12th floor
22775-057 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).
Yes ☐ No ☒
TIM S.A. and SUBSIDIARY
QUARTERLY INFORMATION on
September 30, 2023
TIM S.A.
QUARTERLY INFORMATION
September 30, 2023
Contents
Independent auditors’ report on quarterly information |
1 |
Individual and consolidated quarterly information |
|
Balance sheets |
3 |
Statements of income |
5 |
Statements of comprehensive income |
7 |
Statements of changes in shareholders' equity |
8 |
Statements of cash flows |
11 |
Statements of value added |
13 |
Performance comment |
14 |
Notes to the individual and consolidated quarterly information |
38 |
Tax Council Opinion |
133 |
Statement of the Executive Officers on the quarterly information |
134 |
Statement of the Executive Officers on the Independent auditors' report |
135 |
Report on the review of quarterly information
Independent auditor’s review report on quarterly information
Shareholders, Directors and Officers of
TIM S.A.
Rio de Janeiro - RJ
Introduction
We have reviewed the accompanying individual and consolidated interim financial
information, contained in the Quarterly Information Form (ITR) of Tim S.A. (the “Company”) for the quarter ended September
30, 2023, comprising the balance sheet as of September 30, 2023, and the statements of income and of comprehensive income for the three
and nine-month periods then ended, and the statements of changes in shareholders’ equity and of cash flows for the nine-month period
then ended, including the explanatory notes.
Management is responsible for the preparation of the individual and consolidated
interim financial information in accordance with NBC TG 21 – Interim Financial reporting, and IAS 34 – Interim Financial Reporting,
issued by the International Accounting Standards Board (IASB), as well as for the fair presentation of this information in conformity
with the rules issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of the Quarterly Information
Form (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with the Brazilian and international
standards on review engagements (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information performed by the Independent Auditor
of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible
for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than
an audit conducted in accordance with auditing standards and consequently does not enable us to obtain assurance that we would become
aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Report on the review of quarterly information
Conclusion on the individual and consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to
believe that the accompanying individual and consolidated interim financial information included in the quarterly information referred
to above are not prepared, in all material respects, in accordance with NBC TG 21 and IAS 34 applicable to the preparation of Quarterly
Information Form (ITR) and presented consistently with the rules issued by the Brazilian Securities and Exchange Commission (CVM).
Other matters
Statements of value added
The abovementioned quarterly information includes the individual and consolidated
statement of value added (SVA) for nine-month period ended September 30, 2023, prepared under Company’s Management responsibility
and presented as supplementary information by IAS 34. These statements have been subject to review procedures performed together with
the review of the quarterly information with the objective to conclude whether they are reconciled to the interim financial information
and the accounting records, as applicable, and if its format and content are in accordance with the criteria set forth by the NBC TG 09
– Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that they were not
prepared, in all material respects, consistently with the overall individual and consolidated interim financial information.
Rio de Janeiro, November 6, 2023.
ERNST & YOUNG
Auditores Independentes S/S Ltda.
CRC SP-015199/F
Fernando Alberto S. Magalhães
Contador CRC SP-133169/O
TIM S.A. and TIM S.A. and SUBSIDIARY |
BALANCE SHEETS |
September 30, 2023 and December 31, 2022 |
(In thousands of reais) |
|
|
|
|
|
|
|
|
|
|
Parent Company |
|
|
Consolidated |
|
Note |
September 2023 |
|
December 2022 |
|
|
December 2022 |
|
|
|
|
|
|
|
|
Assets |
|
55,972,967 |
|
52,925,205 |
|
|
56,408,367 |
|
|
|
|
|
|
|
|
Current assets |
|
10,836,815 |
|
9,828,112 |
|
|
10,364,415 |
Cash and cash equivalents |
4 |
3,608,812 |
|
1,785,100 |
|
|
2,548,713 |
Marketable securities |
5 |
837,426 |
|
2,190,635 |
|
|
2,190,635 |
Trade accounts receivable |
6 |
3,580,677 |
|
3,739,452 |
|
|
3,421,094 |
Inventories |
7 |
415,372 |
|
236,117 |
|
|
236,117 |
Recoverable income tax and social contribution |
8.a |
626,257 |
|
361,349 |
|
|
361,349 |
Recoverable taxes, fees and contributions |
9 |
775,739 |
|
820,338 |
|
|
831,661 |
Prepaid expenses |
10 |
365,456 |
|
198,506 |
|
|
278,851 |
Derivative financial instruments |
37 |
243,540 |
|
239,189 |
|
|
239,189 |
Leases |
17 |
29,663 |
|
30,643 |
|
|
30,643 |
Other amounts recoverable |
18 |
81,697 |
|
26,519 |
|
|
26,519 |
Other assets |
13 |
272,176 |
|
200,264 |
|
|
199,644 |
|
|
|
|
|
|
|
|
Non-current assets |
|
45,136,152 |
|
43,097,093 |
|
|
46,043,952 |
Long-term receivables |
|
5,263,147 |
|
4,579,313 |
|
|
5,426,136 |
Marketable securities |
5 |
13,771 |
|
12,929 |
|
|
12,929 |
Trade accounts receivable |
6 |
231,925 |
|
238,683 |
|
|
238,683 |
Recoverable income tax and social contribution |
8.a |
207,335 |
|
517,878 |
|
|
517,878 |
Recoverable taxes, fees and contributions |
9 |
945,694 |
|
889,472 |
|
|
895,408 |
Deferred income tax and social contribution |
8.c |
1,389,205 |
|
526,700 |
|
|
1,367,586 |
Judicial deposits |
11 |
1,444,299 |
|
1,377,560 |
|
|
1,377,560 |
Prepaid expenses |
10 |
101,772 |
|
80,258 |
|
|
80,258 |
Derivative financial instruments |
37 |
514,950 |
|
662,433 |
|
|
662,433 |
Leases |
17 |
210,022 |
|
208,003 |
|
|
208,003 |
Other financial assets |
12 |
164,948 |
|
- |
|
|
- |
Other assets |
13 |
39,226 |
|
65,397 |
|
|
65,398 |
|
|
|
|
|
|
|
|
Investment |
14 |
1,473,697 |
|
5,739,739 |
|
|
1,540,116 |
Property, plant and equipment |
15 |
22,626,361 |
|
19,775,260 |
|
|
22,661,152 |
Intangible assets |
16 |
15,772,947 |
|
13,002,781 |
|
|
16,416,548 |
|
|
|
|
|
|
|
|
See the accompanying notes to the individual and consolidated quarterly
information.
|
|
|
|
|
|
|
TIM S.A. and TIM S.A. and SUBSIDIARY |
BALANCE SHEETS |
September 30, 2023 and December 31, 2022 |
(In thousands of reais) |
|
|
|
|
|
|
|
|
|
Parent Company |
|
Consolidated |
|
Note |
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
|
Total liabilities and shareholders' equity |
|
55,972,967 |
|
52,925,205 |
|
56,408,367 |
|
|
|
|
|
|
|
Total liabilities |
|
30,398,909 |
|
27,527,840 |
|
31,011,002 |
|
|
|
|
|
|
|
Current liabilities |
|
13,718,928 |
|
12,057,530 |
|
13,118,009 |
Suppliers |
19 |
3,853,828 |
|
4,385,356 |
|
4,237,229 |
Loans and financing |
21 |
2,278,083 |
|
1,264,967 |
|
1,264,967 |
Lease liabilities |
17 |
1,912,039 |
|
1,353,869 |
|
2,257,211 |
Derivative financial instruments |
37 |
330,313 |
|
343,142 |
|
343,142 |
Labor obligations |
|
378,655 |
|
343,541 |
|
343,541 |
Income tax and social contribution payable |
8.b |
76,081 |
|
78,351 |
|
78,351 |
Taxes, fees and contributions payable |
22 |
2,769,485 |
|
2,126,678 |
|
2,277,727 |
Dividends and interest on shareholders' equity payable |
26 |
453,748 |
|
661,494 |
|
661,494 |
Authorizations payable |
20 |
518,654 |
|
507,685 |
|
507,685 |
Deferred revenues |
23 |
263,724 |
|
222,829 |
|
265,417 |
Other contractual obligations |
1.2.1 |
748,291 |
|
748,291 |
|
748,291 |
Other liabilities |
25 |
136,027 |
|
21,327 |
|
132,954 |
|
|
|
|
|
|
|
Non-current liabilities |
|
16,679,981 |
|
15,470,310 |
|
17,892,993 |
Loans and financing |
21 |
2,558,984 |
|
3,704,858 |
|
3,704,858 |
Derivative financial instruments |
37 |
- |
|
50,230 |
|
50,230 |
Lease liabilities |
17 |
10,693,721 |
|
8,595,004 |
|
10,574,654 |
Taxes, fees and contributions payable |
22 |
11,348 |
|
13,540 |
|
13,540 |
Provision for legal and administrative proceedings |
24 |
1,343,521 |
|
1,112,153 |
|
1,112,156 |
Pension plan and other post-employment benefits |
38 |
5,825 |
|
5,825 |
|
5,825 |
Authorizations payable |
20 |
1,118,236 |
|
1,150,531 |
|
1,165,705 |
Deferred revenues |
23 |
626,627 |
|
666,612 |
|
666,612 |
Other liabilities |
25 |
321,719 |
|
171,557 |
|
599,413 |
|
|
|
|
|
|
|
Shareholders' equity |
26 |
25,574,058 |
|
25,397,365 |
|
25,397,365 |
Share capital |
|
13,477,891 |
|
13,477,891 |
|
13,477,891 |
Capital reserves |
|
378,203 |
|
408,602 |
|
408,602 |
Profit reserves |
|
10,914,879 |
|
11,514,879 |
|
11,514,879 |
Equity valuation adjustments |
|
(3,844) |
|
(3,844) |
|
(3,844) |
Treasury shares |
|
(2,984) |
|
(163) |
|
(163) |
Profit for the period |
|
809,913 |
|
- |
|
- |
|
|
|
|
|
|
|
See the accompanying notes to the individual and consolidated quarterly
information.
|
|
|
|
|
|
|
|
|
|
TIM S.A. and TIM S.A. and SUBSIDIARY |
STATEMENTS OF INCOME |
Periods ended September 30, 2023 and 2022 |
(In thousands of reais, unless otherwise indicated) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company |
|
Notes |
|
3Q23 |
|
September 2023 |
|
3Q22 |
|
September 2022 |
|
|
|
|
|
|
|
|
|
|
Net revenue |
28 |
|
6,055,319 |
|
17,567,847 |
|
5,067,516 |
|
14,756,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of services provided and goods sold |
29 |
|
(2,838,833) |
|
(8,826,109) |
|
(2,314,158) |
|
(6,959,884) |
Gross income |
|
|
3,216,486 |
|
8,741,738 |
|
2,753,358 |
|
7,796,236 |
|
|
|
|
|
|
|
|
|
|
Operating revenues (expenses): |
|
|
|
|
|
|
|
|
|
Selling expenses |
29 |
|
(1,435,297) |
|
(4,176,711) |
|
(1,338,180) |
|
(3,848,427) |
General and administrative expenses |
29 |
|
(441,435) |
|
(1,308,030) |
|
(460,780) |
|
(1,357,739) |
Equity in earnings |
14 |
|
(24,740) |
|
86,968 |
|
(133,738) |
|
(259,910) |
Other revenues (expenses), net |
30 |
|
(96,142) |
|
(272,707) |
|
(74,434) |
|
(187,953) |
|
|
|
(1,997,614) |
|
(5,670,480) |
|
(2,007,132) |
|
(5,654,029) |
|
|
|
|
|
|
|
|
|
|
Income before financial revenues and expenses |
|
|
1,218,872 |
|
3,071,258 |
|
746,226 |
|
2,142,207 |
|
|
|
|
|
|
|
|
|
|
Financial revenues (expenses): |
|
|
|
|
|
|
|
|
|
Financial revenues |
31 |
|
261,525 |
|
932,177 |
|
240,214 |
|
965,918 |
Financial expenses |
32 |
|
(674,017) |
|
(2,103,106) |
|
(552,597) |
|
(1,900,952) |
Net foreign exchange variations |
33 |
|
6,176 |
|
2,609 |
|
5,247 |
|
9,977 |
|
|
|
(406,316) |
|
(1,168,320) |
|
(307,136) |
|
(925,057) |
|
|
|
|
|
|
|
|
|
|
Profit before income tax and social contribution |
|
|
812,556 |
|
1,902,938 |
|
439,090 |
|
1,217,150 |
|
|
|
|
|
|
|
|
|
|
Income tax and social contribution |
8.d |
|
(96,551) |
|
(148,025) |
|
8,574 |
|
(84,583) |
|
|
|
|
|
|
|
|
|
|
Net profit for the period |
|
|
716,005 |
|
1,754,913 |
|
447,664 |
|
1,132,567 |
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to the Company’s shareholders (expressed in R$ per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
34 |
|
0.30 |
|
0.72 |
|
0.16 |
|
0.47 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
34 |
|
0.30 |
|
0.72 |
|
0.16 |
|
0.47 |
|
|
|
|
|
|
|
|
|
|
See the accompanying notes to the individual and consolidated quarterly
information.
TIM S.A. and TIM S.A. and SUBSIDIARY |
STATEMENTS OF INCOME |
Periods ended September 30, 2023 and 2022 |
(In thousands of reais, unless otherwise indicated) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
Notes |
|
3Q23 |
|
September
2023 |
|
3Q22 |
|
September 2022 |
|
|
|
|
|
|
|
|
|
|
Net revenue |
28 |
|
6,055,319 |
|
17,558,734 |
|
5,611,160 |
|
15,706,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of services provided and goods sold |
29 |
|
(2,838,833) |
|
(8,583,065) |
|
(2,808,980) |
|
(7,786,381) |
Gross income |
|
|
3,216,486 |
|
8,975,669 |
|
2,802,180 |
|
7,920,055 |
|
|
|
|
|
|
|
|
|
|
Operating revenues (expenses): |
|
|
|
|
|
|
|
|
|
Selling expenses |
29 |
|
(1,435,297) |
|
(4,288,090) |
|
(1,486,675) |
|
(4,142,864) |
General and administrative expenses |
29 |
|
(441,435) |
|
(1,309,616) |
|
(461,398) |
|
(1,358,847) |
Equity in earnings |
14 |
|
(24,740) |
|
(66,419) |
|
(16,282) |
|
(38,998) |
Other revenues (expenses), net |
30 |
|
(96,142) |
|
(274,335) |
|
(75,960) |
|
(190,358) |
|
|
|
(1,997,614) |
|
(5,938,460) |
|
(2,040,315) |
|
(5,731,067) |
|
|
|
|
|
|
|
|
|
|
Income before financial revenues and expenses |
|
|
1,218,872 |
|
3,037,209 |
|
761,865 |
|
2,188,988 |
|
|
|
|
|
|
|
|
|
|
Financial revenues (expenses): |
|
|
|
|
|
|
|
|
|
Financial revenues |
31 |
|
261,525 |
|
952,926 |
|
259,579 |
|
991,861 |
Financial expenses |
32 |
|
(674,017) |
|
(2,011,031) |
|
(666,815) |
|
(2,090,769) |
Net foreign exchange variations |
33 |
|
6,176 |
|
2,609 |
|
5,247 |
|
9,978 |
|
|
|
(406,316) |
|
(1,055,496) |
|
(401,989) |
|
(1,088,930) |
|
|
|
|
|
|
|
|
|
|
Profit before income tax and social contribution |
|
|
812,556 |
|
1,981,713 |
|
359,876 |
|
1,100,058 |
|
|
|
|
|
|
|
|
|
|
Income tax and social contribution |
8.d |
|
(96,551) |
|
(226,800) |
|
87,788 |
|
32,509 |
|
|
|
|
|
|
|
|
|
|
Net profit for the period |
|
|
716,005 |
|
1,754,913 |
|
447,664 |
|
1,132,567 |
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to the Company’s shareholders (expressed in R$ per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
34 |
|
0.30 |
|
0.72 |
|
0.16 |
|
0.47 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
34 |
|
0.30 |
|
0.72 |
|
0.16 |
|
0.47 |
|
|
|
|
|
|
|
|
|
|
See the accompanying notes to the individual and consolidated quarterly
information.
|
|
|
|
|
|
|
|
|
TIM S.A. and TIM S.A. and SUBSIDIARY |
STATEMENTS OF COMPREHENSIVE INCOME |
Periods ended September 30, 2023 and 2022 |
(In thousands of reais) |
|
|
|
|
|
|
|
|
|
|
|
Parent Company |
|
|
3Q23 |
|
September
2023 |
|
3Q22 |
|
September
2022 |
|
|
|
|
|
|
|
|
|
Net profit for the period |
|
716,005 |
|
1,754,913 |
|
447,664 |
|
1,132,567 |
|
|
|
|
|
|
|
|
|
Other components of the comprehensive income |
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
716,005 |
|
1,754,913 |
|
447,664 |
|
1,132,567 |
See the accompanying notes to the individual and consolidated quarterly
information.
TIM S.A. and TIM S.A. and SUBSIDIARY |
STATEMENTS OF COMPREHENSIVE INCOME |
Periods ended September 30, 2023 and 2022 |
(In thousands of reais) |
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
3Q23 |
|
September
2023 |
|
3Q22 |
|
September 2022 |
|
|
|
|
|
|
|
|
|
Net profit for the period |
|
716,005 |
|
1,754,913 |
|
447,664 |
|
1,132,567 |
|
|
|
|
|
|
|
|
|
Other components of the comprehensive income |
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
716,005 |
|
1,754,913 |
|
447,664 |
|
1,132,567 |
See the accompanying notes to the individual and consolidated quarterly
information.
TIM S.A. and TIM S.A. and SUBSIDIARY |
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY |
Nine-month period ended September 30, 2023 |
(In thousands of reais) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit reserves |
|
|
|
|
|
|
|
|
|
|
Share capital |
|
Capital reserve |
|
Legal reserve |
|
Expansion reserve |
|
Additional dividends/interest on shareholders’ equity proposed |
|
Tax incentive reserve |
|
Treasury shares |
|
Equity valuation adjustments |
|
Retained earnings |
|
Total |
Balances on January 01, 2023 |
13,477,891 |
|
408,602 |
|
1,250,448 |
|
7,540,020 |
|
600,000 |
|
2,124,411 |
|
(163) |
|
(3,844) |
|
- |
|
25,397,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit for the period |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,754,913 |
|
1,754,913 |
Total contribution from shareholders and distribution to shareholders |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Total comprehensive income for the period |
|
- |
|
- |
|
- |
|
- |
- |
- |
- |
- |
|
- |
|
- |
|
1,754,913 |
|
1,754,913 |
Total contribution from shareholders and distribution to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term incentive plan |
|
- |
|
(30,399) |
|
- |
|
- |
|
- |
|
|
|
|
|
- |
|
- |
|
(30,399) |
Purchase of treasury shares, net of disposals |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
(2,821) |
|
- |
|
- |
|
(2,821) |
Additional dividends/interest on shareholders’ equity distributed (Note 26) |
|
- |
|
- |
|
- |
|
(600,000) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(600,000) |
Distribution of reserve for expansion (Note 26) |
|
- |
|
- |
|
- |
|
600,000 |
|
(600,000) |
|
|
|
|
|
- |
|
- |
|
- |
Allocation of net profit for the period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on shareholders’ equity |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
(945,000) |
|
(945,000) |
Total contribution from shareholders and distribution to shareholders |
|
- |
|
(30,399) |
|
- |
|
- |
|
(600,000) |
|
- |
|
(2,821) |
|
- |
|
(945,000) |
|
(1,578,220) |
Balances at September 30, 2023 |
13,477,891 |
|
378,203 |
|
1,250,448 |
|
7,540,020 |
|
- |
|
2,124,411 |
|
(2,984) |
|
(3,844) |
|
809,913 |
|
25,574,058 |
See the accompanying notes to the individual and consolidated quarterly
information.
TIM S.A. and TIM S.A. and SUBSIDIARY |
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY |
Nine-month period ended September 30, 2022 |
(In thousands of reais) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit reserves |
|
|
|
|
|
|
|
|
|
|
Share capital |
|
Capital reserve |
|
Legal reserve |
|
Expansion reserve |
|
Tax incentive reserve |
|
Treasury shares |
|
Equity valuation adjustments |
|
Retained earnings |
|
Total |
Balances on January 01, 2022 |
13,477,891 |
|
401,806 |
|
1,175,215 |
|
8,103,035 |
|
1,958,301 |
|
(4,857) |
|
(4,285) |
|
- |
|
25,107,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit for the period |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,132,567 |
|
1,132,567 |
Total contribution from shareholders and distribution to shareholders |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Total comprehensive income for the period |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,132,567 |
|
1,132,567 |
Total contribution from shareholders and distribution to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term incentive plan |
|
- |
|
(2,085) |
|
- |
|
- |
|
|
|
|
|
- |
|
- |
|
(2,085) |
Purchase of treasury shares, net of disposals |
|
- |
|
- |
|
- |
|
- |
|
|
|
3,201 |
|
- |
|
- |
|
3,201 |
Allocation of net profit for the period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on shareholders’ equity |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
(945,000) |
|
(945,000) |
Total contribution from shareholders and distribution to shareholders |
|
- |
|
(2,085) |
|
- |
|
- |
|
- |
|
3,201 |
|
- |
|
(945,000) |
|
(943,884) |
Balances at September 30, 2022 |
13,477,891 |
|
399,721 |
|
1,175,215 |
|
8,103,035 |
|
1,958,301 |
|
(1,656) |
|
(4,285) |
|
187,567 |
|
25,295,789 |
See the accompanying notes to the individual and consolidated quarterly
information.
TIM S.A. and TIM S.A. and SUBSIDIARY |
STATEMENT OF CASH FLOWS |
Periods ended September 30, 2023 and 2022 |
(In thousands of reais) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company |
|
Consolidated |
|
Note |
|
September
2023 |
|
September
2022 |
|
September
2023 |
|
September
2022 |
Operating activities |
|
|
|
|
|
|
|
|
|
Profit before income tax and social contribution |
|
|
1,902,938 |
|
1,217,150 |
|
1,981,713 |
|
1,100,058 |
Adjustments to reconcile income to net cash generated by operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
5,147,438 |
|
4,257,453 |
|
5,367,064 |
|
4,968,928 |
Equity in earnings |
14 |
|
(86,968) |
|
259,910 |
|
66,419 |
|
38,998 |
Residual value of written-off property, plant and equipment and intangible assets |
|
|
12,079 |
|
(89,609) |
|
89,153 |
|
(89,609) |
Interest on asset retirement obligation |
|
|
28,150 |
|
663 |
|
33,325 |
|
11,334 |
Provision for legal and administrative proceedings |
24 |
|
258,903 |
|
184,092 |
|
258,900 |
|
184,092 |
Inflation adjustment on judicial deposits and legal and administrative proceedings |
|
|
164,187 |
|
86,829 |
|
164,187 |
|
86,829 |
Interest, monetary and exchange rate variations on loans and other financial adjustments |
|
|
509,335 |
|
600,854 |
|
436,311 |
|
613,675 |
Yield from marketable securities |
|
|
(41,926) |
|
(202,347) |
|
(41,926) |
|
(202,347) |
Interest on lease liabilities |
32 |
|
831,677 |
|
793,073 |
|
730,103 |
|
957,339 |
Lease interest |
33 |
|
(20,935) |
|
(20,974) |
|
(20,935) |
|
(20,974) |
Provision for expected credit losses |
29 |
|
448,132 |
|
432,431 |
|
467,157 |
|
470,418 |
Long-term incentive plans |
27 |
|
(30,399) |
|
(2,085) |
|
(30,399) |
|
(2,085) |
|
|
|
9,122,611 |
|
7,517,440 |
|
9,501,072 |
|
8,116,656 |
Decrease (increase) in operating assets |
|
|
|
|
|
|
|
|
|
Trade accounts receivable |
|
|
(561,642) |
|
(550,782) |
|
(602,238) |
|
(421,238) |
Recoverable taxes, fees and contributions |
|
|
35,148 |
|
795,369 |
|
29,718 |
|
796,945 |
Inventories |
|
|
(179,255) |
|
(75,412) |
|
(179,255) |
|
(75,412) |
Prepaid expenses |
|
|
(92,290) |
|
(35,162) |
|
(108,118) |
|
(72,478) |
Judicial deposits |
|
|
15,777 |
|
58,948 |
|
15,777 |
|
58,948 |
Other assets |
|
|
(104,571) |
|
(45,579) |
|
(98,492) |
|
(45,844) |
Increase (decrease) in operating liabilities |
|
|
|
|
|
|
|
|
|
Labor obligations |
|
|
35,114 |
|
16,641 |
|
35,114 |
|
16,641 |
Suppliers |
|
|
(15,308) |
|
(198,098) |
|
(398,406) |
|
(84,115) |
Taxes, fees and contributions payable |
|
|
466,740 |
|
(15,289) |
|
437,476 |
|
(49,748) |
Authorizations payable |
|
|
(98,572) |
|
(2,247,556) |
|
(98,572) |
|
(2,244,158) |
Payments for legal and administrative proceedings |
24 |
|
(274,238) |
|
(193,777) |
|
(274,238) |
|
(193,777) |
Deferred revenues |
|
|
(12,886) |
|
(27,462) |
|
(41,679) |
|
(38,528) |
Other liabilities |
|
|
(383,882) |
|
8,716 |
|
(418,310) |
|
(39,247) |
Cash generated by operations |
|
|
7,952,746 |
|
5,007,997 |
|
7,799,849 |
|
5,724,645 |
Income tax and social contribution paid |
|
|
(228,184) |
|
- |
|
(228,184) |
|
- |
Net cash generated by operating activities |
|
|
7,724,562 |
|
5,007,997 |
|
7,571,665 |
|
5,724,645 |
See the accompanying notes to the individual and consolidated quarterly
information.
TIM S.A. and TIM S.A. and SUBSIDIARY |
STATEMENT OF CASH FLOWS |
Periods ended September 30, 2023 and 2022 |
(In thousands of reais) |
|
|
|
Parent Company |
|
Consolidated |
|
|
|
Note |
|
September 2023 September 2022 |
|
September
2023 |
|
September
2022 |
Investment activities |
|
|
|
|
|
|
|
|
|
Redemptions of marketable securities |
|
|
2,357,193 |
|
7,796,118 |
|
2,357,193 |
|
7,796,118 |
Investments on marketable securities |
|
|
(962,900) |
|
(4,433,271) |
|
(962,900) |
|
(4,433,271) |
Capital increase in subsidiary Cozani |
|
|
- |
|
(250,722) |
|
- |
|
- |
Cash arising from merger (Note 1) |
|
|
421,835 |
|
- |
|
- |
|
- |
Consideration for the acquisition of Cozani |
|
|
- |
|
(6,410,794) |
|
- |
|
(6,217,412) |
Additions to property, plant and equipment and intangible assets |
|
|
(3,212,417) |
|
(3,355,223) |
|
(3,212,417) |
|
(3,355,223) |
Other |
|
|
19,896 |
|
(2,558) |
|
19,896 |
|
(2,558) |
Net cash used in investment activities |
|
|
(1,376,393) |
|
(6,656,450) |
|
(1,798,228) |
|
(6,212,346) |
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
New loans |
|
|
- |
|
1,249,128 |
|
- |
|
1,249,128 |
Amortization of loans |
|
|
(177,786) |
|
(501,778) |
|
(177,786) |
|
(501,778) |
Interest paid- Loans |
|
|
(134,636) |
|
(93,438) |
|
(134,636) |
|
(93,438) |
Payment of lease liability |
|
|
(1,261,008) |
|
(933,396) |
|
(1,377,202) |
|
(1,168,180) |
Interest paid on lease liabilities |
|
|
(995,448) |
|
(778,714) |
|
(1,068,135) |
|
(901,379) |
Derivative financial instruments |
|
|
(196,406) |
|
(99,536) |
|
(196,406) |
|
(99,536) |
Purchase of treasury shares, net of disposals |
|
|
(2,821) |
|
3,201 |
|
(2,821) |
|
3,201 |
Dividends and interest on shareholders’ equity paid |
|
|
(1,756,352) |
|
(933,403) |
|
(1,756,352) |
|
(933,403) |
Net cash used in financing activities |
|
|
(4,524,457) |
|
(2,087,936) |
|
(4,713,338) |
|
(2,445,385) |
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
1,823,712 |
|
(3,736,389) |
|
1,060,099 |
|
(2,933,086) |
Cash and cash equivalents at the beginning of the period |
|
|
1,785,100 |
|
5,228,615 |
|
2,548,713 |
|
5,228,615 |
Cash and cash equivalents at the end of the period |
|
|
3,608,812 |
|
1,492,226 |
|
3,608,812 |
|
2,295,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See the accompanying notes to the individual and consolidated quarterly
information.
TIM S.A. and TIM S.A. and SUBSIDIARY |
STATEMENT OF VALUE ADDED |
Periods ended September 30, 2023 and 2022 |
(In thousands of reais) |
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
September 2022 |
|
September 2023 |
|
September 2022 |
Revenues |
|
|
|
|
|
|
|
Gross operating revenue |
24,648,229 |
|
20,524,431 |
|
24,686,630 |
|
21,679,014 |
Losses on doubtful accounts |
(448,132) |
|
(432,431) |
|
(467,157) |
|
(470,418) |
Discounts granted, returns and others |
(4,382,739) |
|
(2,464,453) |
|
(4,383,342) |
|
(2,471,465) |
|
19,817,358 |
|
17,627,547 |
|
19,836,131 |
|
18,737,131 |
Inputs acquired from third parties |
|
|
|
|
|
|
|
Cost of services rendered and goods sold |
(3,353,160) |
|
(2,441,557) |
|
(2,889,746) |
|
(2,549,898) |
Materials, energy, outsourced services and other |
(2,892,244) |
|
(2,697,878) |
|
(2,963,600) |
|
(2,850,266) |
|
(6,245,404) |
|
(5,139,435) |
|
(5,853,346) |
|
(5,400,164) |
Retentions |
|
|
|
|
|
|
|
Depreciation and amortization |
(5,147,438) |
|
(4,257,453) |
|
(5,367,064) |
|
(4,968,928) |
Net added value produced |
8,424,516 |
|
8,230,659 |
|
8,615,721 |
|
8,368,039 |
Value added received in transfer |
|
|
|
|
|
|
|
Equity in earnings |
86,968 |
|
(259,910) |
|
(66,419) |
|
(38,998) |
Financial revenues |
1,073,256 |
|
1,193,757 |
|
1,094,005 |
|
1,219,701 |
|
1,160,224 |
|
933,847 |
|
1,027,586 |
|
1,180,703 |
Total added value payable |
9,584,740 |
|
9,164,506 |
|
9,643,307 |
|
9,548,742 |
|
|
|
|
|
|
|
|
Distribution of added value |
|
|
|
|
|
|
|
Personnel and charges |
|
|
|
|
|
|
|
Direct remuneration |
577,081 |
|
515,801 |
|
577,081 |
|
515,801 |
Benefits |
179,070 |
|
156,110 |
|
179,070 |
|
156,110 |
F.G.T.S |
56,334 |
|
50,234 |
|
56,334 |
|
50,234 |
Other |
33,264 |
|
40,192 |
|
33,264 |
|
40,192 |
|
845,749 |
|
762,337 |
|
845,749 |
|
762,337 |
Taxes, fees and contributions |
|
|
|
|
|
|
|
Federal |
1,807,709 |
|
1,606,139 |
|
1,953,277 |
|
1,637,715 |
State |
1,941,146 |
|
2,611,777 |
|
1,945,846 |
|
2,771,561 |
Municipal |
64,052 |
|
71,563 |
|
63,731 |
|
71,866 |
|
3,812,907 |
|
4,289,479 |
|
3,962,854 |
|
4,481,142 |
Third-party capital remuneration |
|
|
|
|
|
|
|
Interest |
2,238,090 |
|
2,116,321 |
|
2,146,015 |
|
2,306,137 |
Rents |
926,408 |
|
860,665 |
|
927,103 |
|
863,982 |
|
3,164,498 |
|
2,976,986 |
|
3,073,118 |
|
3,170,119 |
Other |
|
|
|
|
|
|
|
Social investment |
6,673 |
|
3,137 |
|
6,673 |
|
2,577 |
|
6,673 |
|
3,137 |
|
6,673 |
|
2,577 |
Shareholders’ Equity Remuneration |
|
|
|
|
|
|
|
Dividends and interest on shareholders’ equity |
945,000 |
|
945,000 |
|
945,000 |
|
945,000 |
Retained earnings |
809,913 |
|
187,567 |
|
809,913 |
|
187,567 |
|
1,754,913 |
|
1,132,567 |
|
1,754,913 |
|
1,132,567 |
See the accompanying notes to the individual and consolidated quarterly
information.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
1.1. Corporate Structure
TIM S.A. (“TIM” or “Company”) is a public limited
company with Registered office in the city of Rio de Janeiro, RJ, and a subsidiary of TIM Brasil Serviços e Participações
S.A. (“TIM Brasil”). TIM Brasil is a subsidiary of the Telecom Italia Group that holds 66.59% of the share capital of TIM
S.A on September 30, 2023 (66.59% on December 31, 2022).
The TIM group (“Group”) comprises TIM and its associated company
I-Systems.
The Company holds an authorization for Landline Switched Telephone Service
(“STFC”) in Local, National Long-Distance and International Long-Distance modes, as well as Personal Mobile Service (“SMP”)
and Multimedia Communication Service (“SCM”), in all Brazilian states and in the Federal District.
The Company’s shares are traded on B3 – Brasil, Bolsa, Balcão
(“B3”). Additionally, TIM has American Depositary Receipts (ADRs), Level II, traded on the New York Stock Exchange
(NYSE) – USA. As a result, the company is subject to the rules of the Brazilian Securities and Exchange Commission (“CVM”)
and the Brazilian Securities and Exchange Commission (“SEC”). In order to comply with good market practices, the company
adopts as a principle the simultaneous disclosure of its financial information in both markets, in reais, in Portuguese and English.
As of September 30, 2023, TIM holds a 49% equity interest (49% as of December
31, 2022) in the company I-Systems (associate) and held 100% on December 31, 2022 in the company Cozani RJ Infraestrutura e Rede de Telecomunicações
S.A. (“Cozani”) - subsidiary. Considering that the merger by TIM, through Act 3,535/2023, which
transferred the SMP grants associated with it, and its consequent extinction, for all purposes and effects, on April 1, 2023, consequently,
TIM S.A., does not have equity interests in Cozani on September 30, 2023.
1.2. Corporate Reorganization
1.2.1. Business combination - Cozani
On April 14, 2022, TIM, Telefônica Brasil S.A. and Claro S.A. (“Buyers”)
delivered to Oi Móvel S.A. – Under court-ordered reorganization (“Seller”, “Assignor” or “Oi
Móvel”) the closing notification regarding the process of acquisition of the Seller’s mobile assets, based on the approvals
by the Administrative Council for Economic Defense (CADE), upon signature of an Agreement on Control of Concentrations, whose decision
has already become final and unappealable, and by the National Telecommunications Agency (ANATEL), particularly with the publication of
Acts 4.949/2022, 4.950/2022 and 4.951/2022, in addition to meeting or waived by the Buyers, as the case may be, all precedent contractual
conditions.
On April 20, 2022, TIM S.A., together with the Buyer companies, after complying
with the previous conditions established by CADE and ANATEL, concluded the acquisition transaction, with TIM, which currently holds 100%
of the share capital of Cozani, a company that corresponds to the part of the unit of assets, rights and obligations of Oi Móvel
acquired by Company.
It is worth mentioning that, among them, on April 19, 2022, TIM made the
Product Reference Offer available in the ROAMING wholesale market (“ORPA – National Roaming”), which after the adjustments
determined by the Technical Area of Anatel, was submitted to the Wholesale Offer Negotiation System – SNOA, and such submission
was approved on September 21, 2022. Some of the terms of said Offer were subject Appeals, whose deliberation by Anatel’s Board
of Directors has already taken place, meaning that the deadline for adjustments provided for by Anatel is scheduled for October 2023.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
On the same date, it made the Reference Offer for Mobile Virtual Network
Operators (“Reference Offer – MVNO”) available, which was approved by Anatel on September 26, 2022. Some of the terms
of this Offer were also subject to Appeals, which have already been judged by Anatel’s Board of Directors. TIM understands that
it has complied with the decision and will demonstrate this to Anatel.
On July 4, 2022, TIM independently made public offers for the disposal
of up to 50% of Radio Base Stations (“RBDs”) acquired from Oi Móvel (“Public Offerings of RBSs”). Considering
that the Offer should be available for up to six (6) months from its publication for potential interested parties to manifest themselves,
and should be extended for an additional two (2) months in case of no interested parties, the term in question for the obligation of its
availability ended on February 23, 2023, without any acquisition by interested parties. Thus, the Offer was withdrawn from TIM’s
website.
On July 5, 2022, TIM and Oi Móvel signed a Letter of Intent to guarantee
the maintenance and continuity of the mobile services provided at the Comandante Ferraz Antarctic Station (EACF) until the end of the
term on February 21, 2024 of Cooperation Agreement 12.000/2019-001/00, signed on February 21, 2019 by the Federal Government, through
the Navy Command, and by Telemar Norte Leste and Oi Móvel at the time. The signing arrangements for the First Amendment to said
Cooperation Agreement, which formalizes the result of said negotiations, were concluded on December 9, 2022. On June 6, 2023, through
Order 115/2023/COGE/SCO, Anatel certified the fulfillment of said determination.
On August 15, 2022, TIM signed the Radiofrequency Availability Agreement
with Oi to allow Oi to meet the targets for the implementation of fixed wireless access systems provided for in the General Plan of Universalization
Targets for the Universalization of the Switched Fixed Telephone Service Provided in the Public Regime (PGMU-IV), approved by Decree 9619/2018.
The purpose of such agreement, as provided for by ANATEL, is to enable the continuity of the targets already achieved, and the fulfillment
of non-complied and enforceable targets. The agreement is effective until the end of Oi’s STFC concession on December 31, 2025.
On October 20, 2022, TIM published Offers aimed at enabling the execution
of an Industrial Network Exploration Agreement (“Offer – Industrial Network Exploration”) and Temporary and Onerous
Assignment of Rights of Use of Radiofrequency (“Offer – Radiofrequency”), under the terms defined by the ACC (Agreement
on Control of Concentrations) signed with CADE. The offers in question were published on TIM’s website and presented to CADE on
the same date, within the period established by the ACC (up to 6 months from Closing), and should be available for 36 months.
On December 20, 2022, TIM published offers intended to enable the signing
of a Contract for the Temporary and Onerous Assignment of Rights of Use of the 900 MHz Radiofrequency, having as its object the radio
frequencies acquired from Oi Móvel in said frequency band (“Offer – 900 MHz Radiofrequency”) under the terms
set forth by the ACC entered into with CADE. The offers in question were published on TIM’s website and presented to CADE on the
same date, within the period established by the ACC (up to 8 months from Closing), and should be available for 36 months.
The ACC is waiting a certificate of compliance from CADE.
The total consideration recorded for the acquisition of Cozani is R$ 7,211.6
million.
Considering the agreed purchase amounts, we have the following balances
recorded as contractual obligations on September 30, 2023:
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
| (i) | The amount of R$ 634.3 million reais was withheld
by TIM, as provided for in the purchase agreement, mainly to meet the possible need for additional price adjustments to be made, which
could be identified in the 120 days after the acquisition date. According to the material fact disclosed on September 19, 2022, as a result
of the differences found in the assumptions for calculating the topics: (i) Working Capital and Net Debt, (ii) Capex and (iii) Net Additions,
the amount of R$ 634.3 million remained fully retained by the Company until the date of October 4, 2022, that the preliminary decision
was handed down by the 7th Business Court of the Judicial District of Rio de Janeiro determining the deposit in court by the
Buyers, with TIM being responsible for depositing the updated amount up to that date of R$ 670 million in an account linked to the
court-ordered reorganization process of Oi Móvel S.A. Said deposit will remain in an account linked to the Court pending the installation
of the Court of Arbitration. For further details, see Notes 11 and 41; |
| (ii) | The amount of R$ 77 million recognized as contingent
consideration. After agreement between the parties, it will be updated in October 2023. |
On September 30, 2023, both obligations reached the total amount of R$ 748
million (R$ 748 million on December 31, 2022).
The effects of the agreement regarding post-closing adjustments, approved
by the arbitration chamber, will be adjusted in October 2023.
TIM also paid, on April 20, 2022, on behalf of SPE Cozani, the amount
of R$ 250.7 million to the Seller, as remuneration, for up to 12 months of service provision in the transition phase, recorded under
“Prepaid expenses” and signed an annual contract term for the use of transport infrastructure capacity with Brasil Telecom
Comunicação Multimídia S.A., involving the payment of decreasing amounts which, at present value, total approximately
R$ 476 million.
In an agreement signed with Oi S.A., disclosed by TIM in a Material Fact
on October 4, 2023, culminated in the recovery of half of the amount originally retained on the closing date (R$ 317 million), monetarily
updated until the date of redemption, as highlighted in Note 41.
Identifiable assets acquired and liabilities assumed
On December 31, 2022, the fair value of the identifiable assets acquired
and liabilities assumed from Cozani on the date of acquisition by TIM S.A. is finalized, according to the purchase price allocation
report (“Price purchase allocation”). On this date, the analysis indicates assets and liabilities presented below:
|
|
Fair value recognized on acquisition |
Assets
|
|
|
Cash and cash equivalents |
|
193,382 |
Trade accounts receivable |
|
362,379 |
Prepaid expenses |
|
165,111 |
Recoverable taxes |
|
13,535 |
Deferred income tax and social contribution |
|
705,388 |
Property, plant and equipment (Note 15) |
|
3,518,477 |
Intangible assets (Note 16) |
|
3,599,811 |
|
|
8,558,083 |
|
|
|
|
|
|
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Liabilities |
|
|
Suppliers |
|
(183,227) |
Lease liabilities (Note 17) |
|
(2,929,449) |
Taxes payable |
|
(157,595) |
Deferred revenues |
|
(95,135) |
Other liabilities |
|
(617,518) |
|
|
(3,982,924) |
Total net identifiable assets at fair value |
4,575,159 |
Goodwill on acquisition (Note 16) |
2,636,426 |
Total consideration |
7,211,585 |
The assets acquired and liabilities assumed related
to Cozani (“net assets”) by TIM on the acquisition date and the impacts on the Company’s consolidated results, which
reflect the results of the Company acquired as of April 30, 2022, are summarized below:
|
Cozani
|
Equity interest of the acquiree |
100% |
Shareholders’ equity of Cozani at book value on 04/30/2022 |
1,282,579 |
Shareholders’ equity of Cozani at fair value on 04/30/2022 |
4,575,159 |
Surplus of radio frequencies(i) |
3,038,951 |
Surplus of customers’ portfolio(ii) |
253,629 |
|
|
Contribution to the net revenue Group as of the date of acquisition until 12/31/2022 |
1,231,518 |
Contribution to the Group with loss since the acquisition date until 12/31/2022 |
(626,258) |
Net revenue of acquiree in the year 2022 |
2,297,351 |
Loss of the acquiree in the year 2022 |
(1,910,638) |
| (i) | The intangible asset value refers
to the adjustment in the authorizations item reflecting the fair value of the acquired grants and the spectrum
assessment was carried out using the market approach, with the application of a transaction multiple. The average useful life is 17.68
years; |
| (ii) | The evaluation of the customer portfolio was conducted using the profitability
approach, using the MPEEM (Multi-period excess earning method) method based on a calculation
of cash flows from future economic benefits attributable to the customer base. The average useful life is 7.67 years. |
The goodwill paid of R$ 2,636,426
comprises the value of future economic benefits arising from synergies expected from the acquisition. The recognized goodwill has already
been deducted for tax purposes since the date of the corporate acquisition of the company Cozani by TIM S.A., which took place on April
1, 2023.
Merger of Cozani
According to the Material Fact disclosed by the Company
on February 27, 2023, the completion of the Merger would still depend on the conclusion of the operational procedures related to the systemic
parameterization and obtaining prior consent from ANATEL, which took place when the Act 3535/2023 was published.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
On March 31, 2023, the Board of Directors (“BoD”)
acknowledged the obtaining of said consent and verified compliance with the other conditions to grant full effectiveness to the Merger.
Accordingly, the BoD declared that said Merger and the consequent extinction of Cozani became effective, for all purposes and effects,
on April 1, 2023. The approved Acquisition did not give rise to a capital increase, nor issue of new shares of the Company, or changes
in the Company’s shareholding, therefore, there is no need to talk about exchange of shares or right to withdraw.
The purpose of this acquisition is to streamline the corporate structure
of TIM S.A., eliminate overlapping authorizations for exploring the SMP service, standardize the services provided by the Companies, and
also, as a result, concentrate activities related to the provision of personal mobile telecommunication services in a single company,
in addition to optimize operating costs and efficiently allocate investments due to the integration of acquired assets.
The changes in Cozani’s equity between the date of the report (December
31, 2022) and the merger (April 1, 2023) were incorporated into the balance sheet of TIM Participações S.A., as set forth
in the protocol of merger. As a result of the merger, all operations of Cozani were transferred to TIM S.A., which succeeded it in all
its assets, rights and obligations, universally and for all purposes of law.
The net assets as of December 31, 2022, is summarized below:
Assets |
|
|
Liabilities |
|
Current assets |
1,376,107 |
|
Current liabilities |
1,900,283 |
Non-current assets |
3,987,996 |
|
Non-current liabilities |
2,422,684 |
Long-term receivables |
846,823 |
|
|
|
Property, plant and equipment |
2,885,893 |
|
|
|
Intangible assets |
255,280 |
|
|
|
|
|
|
Net assets |
1,041,136 |
Total assets |
5,364,103 |
|
Total liabilities |
5,364,103 |
| 2. | Preparation basis and presentation of individual and consolidated quarterly information |
The individual and consolidated quarterly information was prepared and
is being presented according to the accounting practices adopted in Brazil, which comprises the CVM standards and pronouncements, guidance
and interpretations issued by the Accounting Pronouncement Committee (“CPC”) and in compliance with the International Financial
Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).
Additionally, the Company considered the guidelines provided for in Technical
Guideline OCPC 07 - Evidencing upon Disclosure of General Purpose Financial-Accounting Reports in the preparation of its quarterly information.
Accordingly, relevant information of the quarterly information is being evidenced and corresponds to the information used by management
when administrating.
The significant accounting policies applied in the preparation of this
quarterly information are below and/or presented in its respective notes. Those policies were consistently applied in the years presented.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
a. General criteria for preparation and disclosure
The individual and consolidated quarterly information was prepared considering
the historical cost as value basis and financial assets and liabilities (including derivative financial instruments) measured at fair
value.
Assets and liabilities are classified according to their degree of liquidity
and collectability. They are reported as current when they are likely to be realized or settled over the next 12 months. Otherwise, they
are stated as non-current. The exception to this procedure involves deferred income tax and social contribution balances (assets and liabilities)
and provision for lawsuits and administrative proceedings that are fully classified as non-current.
On September 30, 2023, the Company reported a profit of R$ 1,754,913.
The Company’s current liabilities exceeded total current assets by R$ 2,882,113, caused by the acquisition of Cozani and payment
of obligations related to the 5G license. The Company understands that the aforementioned investments will bring relevant benefits and
operational efficiency. On September 30, 2023, the Company’s shareholders’ equity is positive by R$ 25,574,058.
In connection with the preparation of this quarterly information, Company’s
Management made analyses which confirms that the operating cash flow is positive by R$ 7.7 billion; therefore, there is no evidence
of uncertainties about the going concern.
The presentation of the Statement of Value Added is required by Brazilian
corporate law and the accounting practices adopted in Brazil applicable to publicly-held companies. The DVA was prepared according to
the criteria set forth in CPC Technical Pronouncement No. 09 - “Statement of Value Added”. The IFRS do not require the presentation
of this statement. Consequently, according to IFRS, this statement is presented as supplementary information, without prejudice to the
set of quarterly information.
Interests paid are classified as financing cash flow in the statement of
cash flow as it represents costs of obtaining financial resources.
b. Functional and presentation currency
The currency of presentation of the quarterly information is the Real (R$),
which is also the functional currency of the Company, its associated company and subsidiary.
Transactions in foreign currency are recognized by the exchange rate on
the date of transaction. Monetary items in foreign currency are translated into Brazilian reais at the foreign exchange rate prevailing
on the balance sheet date, informed by the Central Bank of Brazil. Foreign exchange gains and losses linked to these items are recorded
in the statement of income.
Operating segments are components of the entity that carry out business
activities from which revenues can be obtained and expenses incurred. Its operating results are regularly reviewed by the entity's main
operations manager, who makes decisions on resource allocation and evaluates segment performance. For the segment to exist, individualized
financial information is required.
The main operational decision maker in the Company, responsible for the
allocation of resources and periodically evaluating performance, is the Executive Board, which, along with the Board of Directors, are
responsible for making the strategic decisions of the company and its management.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The Group's strategy is focused on optimizing results, and all the operating
activities of the Group are concentrated in TIM and its subsidiary Cozani. Although there are diverse activities, decision makers understand
that the company represents only one business segment and do not contemplate specific strategies focused only on one service line. All
decisions regarding strategic, financial planning, purchases, investments and investment of resources are made on a consolidated basis.
The aim is to maximize the consolidated result obtained by operating the SMP, STFC and SCM licenses.
| d. | Consolidation procedures |
Subsidiaries are all the entities in which the Group retains control. The
Group controls an entity when it is exposed to, or has a right over the variable returns arising from its involvement with the entity
and has the ability to interfere in those returns due to its power over the entity. The subsidiaries are fully consolidated as of the
date control is transferred to the Group. Consolidation is interrupted beginning as of the date in which the Group no longer holds control.
If the Group loses control exercised over a subsidiary, the corresponding
assets (including any goodwill) and liabilities of the subsidiary are written-off at their book values on the date the control is lost,
and the write-off of the book value of any non-controlling interests on the date when control is lost (including any components of other
comprehensive income attributed to them) also occurs. Any resulting difference as a gain or loss is recorded in income (loss). Any retained
investment is recognized at its fair value on the date control is lost.
Due to the merger of Cozani on April 01, 2023 described in Note 1,
the Company incorporated all asset and liability balances of its former parent company and presents consolidated balances for the statements
of income, statements of comprehensive income, statements of cash flows and statements of value added due to Cozani’s individual
statements of income for the period January−March 2023 making up the consolidated balances throughout 2023.
| e. | Business combination and goodwill |
Business combinations are accounted for under the acquisition
method. The cost of an acquisition is measured for the consideration amount transferred, which is valuated on fair value basis on the
acquisition date, including the value of any non-controlling interest in the acquiree, regardless of their proportion. For each business
combination the Acquirer must measure the non-controlling interest in the acquiree at the fair value or based on its interest in the net
assets identified in the acquiree. Costs directly attributable to the acquisition are accounted for as expense when incurred.
The purchase accounting method is used to record the acquisition of subsidiaries
by the Group. The acquisition cost is measured as the fair value of the assets acquired, equity instruments (i.e.: shares) and liabilities
incurred or assumed by the acquirer on the date of the change of control. Identifiable assets acquired, contingencies and liabilities
assumed in a business combination are initially measured at their fair value on the acquisition date, regardless of the proportion of
any minority interest. The portion exceeding the transferred consideration of the Company's interest in the acquired identifiable net
assets, is recorded as goodwill. Should the consideration transferred be less than the fair value of the net assets of the acquired subsidiary,
the difference is recognized directly in the statement of income as a revenue once concepts and calculations applied are reviewed.
On acquiring a business, the Group assesses the financial assets and
liabilities assumed in order to rate and to allocate them in accordance with contractual terms, economic circumstances and pertinent conditions
on the acquisition date, which includes segregation by the acquired entity of built-in derivatives existing in the acquired entity’s
host contracts.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Any contingent payments to be transferred by the acquiree will be
recognized at fair value on the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed
to be an asset or liability should be recognized in accordance with CPC 48 in the statement of income.
Initially, goodwill is initially measured as being the excess
of consideration transferred in relation to net assets acquired (acquired identifiable assets and assumed liabilities) measured at fair
value on acquisition date. If consideration is lower than fair value of net assets acquired, the difference must be recognized as gain
in bargain purchase in the statement of income on the acquisition date.
After initial recognition, the goodwill is carried at cost less any
accumulated impairment losses. For impairment testing purposes, goodwill acquired in a business combination is, from the acquisition date,
allocated to each cash-generating units of the Group that are expected to benefit by the synergies of combination, regardless of other
assets or liabilities of the acquiree being allocated to those units.
When the goodwill is part of a cash generating unit and a portion
of this unit is disposed of, the premium associated with the disposed portion should be included in the cost of the operation when calculating
gains or losses in the disposal. The goodwill disposed under these circumstances of this operation is determined based on the proportional
values of the portion disposed of, in relation to the cash generating unit maintained.
The Group measures the lease liabilities assumed
at the present value of the remaining payments as if the lease agreement acquired were a new lease agreement at the acquisition date.
Right-of-use assets were measured at an amount equivalent to the lease liabilities and adjusted to reflect the favorable or unfavorable
terms of these leases compared to market terms. Considering that the off-market nature of said lease is reflected in the right-of-use
asset, the Group does not recognize separately an intangible asset or liability relating to favorable or unfavorable terms in relation
to market value.
| f. | Approval of quarterly information |
This individual and consolidated quarterly information was approved by
the Company's Board of Directors on November 6, 2023.
| g. | New standards, amendments and interpretations of standards |
The following new standards/amendments were issued by the Accounting
Pronouncement Committee (“CPC”) and International Accounting Standards Board (IASB), are effective for the year ended September
30, 2023.
Amendments to CPC 37 (R1), CPC 48, CPC 29, CPC 27,
CPC 25 and CPC 15 (R1).
The amendments to the above pronouncements are due to the
annual changes related to the cycle of improvements between 2018 and 2020, such as:
| • | Onerous Contracts – Cost of Fulfilling a
Contract; |
| • | Property, Plant and Equipment – Proceeds
before Intended Use; and |
| • | References to Conceptual framework. |
The validity of these proposed changes must be established
by regulatory agencies that approve them and to fully comply with international accounting standards, the entity must apply them in annual
periods beginning on or after January 01, 2022.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Onerous Contracts – Cost of Fulfilling a Contract
An onerous contract is a contract under which the unavoidable
costs of fulfilling the obligations arising from the contract (i.e., costs that the Group cannot avoid since it has the contract) exceed
the expected economic benefits to be received.
The amendments specify that, when assessing whether a contract
is onerous or loss-making, an entity needs to include costs that directly relate to a contract to supply goods or services, including
incremental costs (for example, direct labor costs and materials) and an allocation of costs directly related to contract activities (for
example, depreciation of equipment used to fulfill the contract and costs of managing and supervising the contract). General and administrative
costs are not directly related to a contract and are excluded unless explicitly charged to the counterparty under the terms of the contract.
The Group evaluated the contracts and did not identify
material changes in the quarterly information.
Property, Plant and Equipment – Proceeds before Intended
Use;
The amendment preclude entities from deducting from
the cost of a property, plant and equipment item any proceeds from sales of produced items in bringing that asset to the location and
condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the products
of selling the items, and the costs of producing the items, in the statement of income.
Under the transition rules, the Group applies the
amendments retrospectively only to property, plant and equipment items available for use or after the beginning of the earliest period
presented when the entity first applies the amendment (the date of first-time adoption).
These changes had no impact on the Group’s individual
and consolidated quarterly information as there were no sales of such items produced by property, plant and equipment made available for
use or after the beginning of the earliest period presented.
References to the Conceptual Framework
The amendments replace a reference to an earlier version
of the IASB Conceptual Framework with a reference to the current version issued in March 2018, without materially changing its requirements.
The amendments add an exception to the recognition
principle of IFRS 3/CPC 15 (R1) Business Combinations to avoid issuing potential ‘day 2’ gains or losses arising
from liabilities and contingent liabilities that would be within the scope of IAS 37/CPC 25 Provisions, Contingent Liabilities
and Contingent Assets or IFRIC 21 Levies, if incurred separately. The exception requires entities to apply the criteria in IAS 37
or IFRIC 21, respectively, rather than the Conceptual Framework, to determine whether a present obligation exists at the acquisition date.
The amendments also add a new paragraph to IFRS 3
to clarify that contingent assets do not qualify for recognition on the acquisition date.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Pursuant to the interim provisions, the Group applies
the amendments prospectively, i.e., for business combinations that occur after the start of the annual reporting period in which it first
applies the amendments (the date of first-time adoption).
These changes had no impact on the Group’s consolidated
quarterly information since there were no assets, liabilities or contingent liabilities within the scope of these changes that arose during
the period.
IFRS 1 First-time Adoption of International Financial Reporting Standards - Subsidiary
as first-time adopter
The amendment allows a subsidiary that chooses to
apply paragraph D16(a) of IFRS 1/CPC 37 (R1) - First-time Adoption of International Accounting Standards to measure cumulative
translation differences using the amounts reported in the consolidated quarterly information of the parent company, based on the parent
company’s transition date to IFRS, if no adjustments have been made for consolidation procedures and for the effects of the business
combination in which the parent company acquired the subsidiary. This amendment also applies to an associate or joint venture that elects
to apply paragraph D16(a) of IFRS 1.
These changes had no impact on the Group’s
consolidated quarterly information as it is not a first-time adopter.
IFRS 9/CPC 48 Financial Instruments - Rates in the ’10 percent’
test for writing-off financial liabilities
The amendment clarifies the rates that an entity includes
when assessing whether the terms of a new or modified financial liability are materially different from the terms of the original financial
liability. These rates include only rates paid or received between the borrower and the lender, including rates paid or received by the
borrower or the lender on behalf of the other.
In accordance with the interim provisions, the Group
applies the amendment to financial liabilities that are modified or exchanged on or after the beginning of the annual reporting period
in which the entity first applies the amendment (the date of first-time adoption). These changes had no impact on the Group’s consolidated
quarterly information, as there were no changes to the Group’s financial instruments during the period.
The following new standards were issued by Comitê de Pronunciamentos
Contábeis [Accounting pronouncements committee] (CPC) and the International Accounting Standards Board (IASB), but are
not in effect for the period ended on September 30, 2023.
| · | Amendments to IAS 1: Classification of Liabilities as Current or Non-current
(equivalent to revision 20 of the Accounting Pronouncements Committee) |
In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS
1, related to CPC 26, aiming to specify the requirements for classifying the liabilities as current or non-current. The changes enlighten:
| • | What is the meaning of a right to defer the settlement; |
| • | That the right to postpone settlement must exist
on the base date of the report; |
| • | That this classification is not affected by the likelihood
that an entity will exercise its right to postpone settlement |
| • | That the terms of a liability would not affect its
classification only if a derivative embedded in a convertible liability was an equity instrument |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The Group has not identified changes that have a significant impact on
the financial statements.
| · | Amendments to IAS 8: Definition of Accounting Estimates |
(equivalent to revision 20 of the Accounting Pronouncements Committee)
In February 2021, IASB issued amendments to IAS 8/CPC 23, in
which the definition of ‘accounting estimates’ is introduced. The amendments clarify the distinction between changes in accounting
estimates and changes in accounting policies and correction of errors. In addition, they clarify how entities use measurement and input
techniques to develop accounting estimates.
The amendments will be effective for periods beginning on or after January
1, 2023, and will apply to changes in accounting policies and estimates that occur on or after the beginning of that period. If disclosed,
early adoption is allowed.
The Group has not identified changes that have a significant impact on
the financial statements.
| · | Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of
Accounting Policies (equivalent to revision 20 of the Accounting Pronouncements Committee) |
In February 2021, IASB issued amendments to IAS 1/CPC 26 (R1))
and IFRS Practice Statement 2 Making Materiality Judgments, in which guides and examples are provided to help entities to apply
materiality judgment to the disclosure of accounting policies. The aim of amendments is to assist entities in the disclosure of accounting
policies that are most useful by replacing the requirement for disclosure of significant accounting policies to material accounting policies
and adding guides about how entities should apply the concept of materiality to make decisions about the disclosure of accounting policies.
The amendments to IAS 1 are applicable for periods started as
of or after January 1, 2023, with early adoption allowed. Since the amendments to Practice Statement 2 provide non-mandatory guides about
the application of material definition to the accounting policy information, an adoption date is not required for this amendment.
The Group is currently revisiting the accounting policy
disclosures to confirm that they are consistent with the required changes.
| · | Amendments to IAS 12: Deferred Tax Related to Assets and Liabilities
Arising from a Single Transaction (equivalent to the Committee’s revision 20 of accounting pronouncements) |
In May 2021, the Board released amendments to IAS 12,
which narrow the scope of the initial recognition exception under IAS 12 so that it no longer applies to transactions that give rise
to equal taxable and deductible temporary differences.
The amendments shall apply to transactions occurring in annual
periods beginning on or after the earliest comparative period presented. Furthermore, at the beginning of the earliest comparative period
presented, a deferred tax asset (provided there is sufficient taxable profit available) and a deferred tax liability must also be recognized
for all deductible and taxable temporary differences associated with leases and decommissioning obligations.
The Group did not identify any relevant impacts of these
changes.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
| 3. | Estimates and areas where judgment is significant in the application of the Company's accounting policies |
Accounting estimates and judgments are continuously assessed. They are
based on the Company's historical experience and on other factors, such as expectations of future events, considering the circumstances
present on the base date of quarterly information.
By definition, resulting accounting estimates are seldom equal to the respective
taxable income. The estimates and assumptions that present a significant risk, with the probability of causing a material adjustment to
the book values of assets and liabilities for the fiscal period, are covered below.
(a) Impairment loss on non-financial assets
and investments in subsidiary and associated company.
Impairment losses occur when book value of an asset or cash generating
unit exceeds its recoverable value, which is the highest of fair value less selling costs and value in use. Calculation of fair value
less selling costs is based on information available on similar assets’ selling transactions or market prices less additional costs
to dispose of the asset. The calculation of value in use is based on the discounted cash flow model.
Any reorganization activities with which the Company is not committed to
on the reporting date of the Presentation of quarterly information or significant future investments that could improve the asset base
of the cash generating unit under test are excluded for impairment testing purposes.
The main non-financial assets for which this assessment was made are goodwill
recorded by the Company (Note 16) and its tangible and intangible assets.
Net investments in the subsidiary and associated company are valued after
applying the equity method to determine whether there is any objective evidence of impairment. The recoverable amount of an investment
in an associated company must be determined for each investment, unless the associated company does not generate cash inflows on an ongoing
basis that are largely independent of those generated by the entity’s other assets. The investment in an associated company was
valued as described in Note 14.
(b) Income tax and social contribution (current
and deferred)
Income tax and social contribution (current
and deferred) are calculated according to interpretations of current legislation and CPC 32 / IAS 12. This process typically involves
complex estimates to determine taxable income and temporary differences. In particular, the deferred assets on tax losses, negative basis
of social contribution and temporary differences is recognized in proportion to the probability that future taxable income is available
and can be used. The measurement of the recoverability of deferred income tax on tax losses, negative basis of social contribution and
temporary differences takes the history of taxable income into account, as well as the estimate of future taxable income (note 8.c).
(c) Provision for legal
and administrative proceedings
The legal and administrative proceedings are analyzed by the Management
along with its legal advisors (internal and external). The Company considers factors in its analysis such as hierarchy of laws, precedents
available, recent court judgments, their relevance in the legal system and payment history. These assessments involve Management’s
judgment (note 24).
(d) Fair value of derivatives and other financial
instruments
The financial instruments presented in the balance sheet at fair value
are measured using valuation techniques that consider observable data or observable data derived from market (note 37).
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
(e) Unbilled revenues
Since some cut dates for billing occur at intermediate dates within the
months of the year, as the end of each month there are revenues earned by the Company, but not actually invoiced to its customers. These
unbilled revenues are recorded based on estimate that takes into consideration historical consumption data, number of days elapsed since
the last billing date, among others (note 28).
(f) Leases
The Company has a significant number of the lease contracts in which it
acts a lessee (Note 17), and with the adoption of the accounting standard IFRS 16 / CPC 06 (R2) – Leases, on January
1, 2019, certain judgments were exercised by Company’s management in measuring lease liabilities and right-of-use assets, such as:
(i) estimate of the lease term, considering non-cancellable period and the period covered by options to extend the contract term, when
the exercise depends only from the Company, and this exercise is reasonably certain; and (ii) using certain assumptions to calculate the
discount rate.
The company is not able to readily determine the interest rate implicit
on the lease and, therefore, considers its incremental rate on loans to measure lease liabilities. Incremental rate on the lessee’s
loan is the interest rate that the lessee would have to pay when borrowing, for a similar term and with a similar guarantee, the resources
necessary to obtain the asset with a value similar to the right of use asset in a similar economic environment. The Company estimates
the incremental rate using observable data (such as market interest rates) when available and considers aspects that are specific to the
Company (such as the cost of debt) in this estimate.
(g) Fair value of the intangible assets
Intangible assets are measured at historical cost less accumulated amortization
and impairment losses.
The cost of intangible assets acquired in a business combination corresponds
to their fair value at acquisition date. After the initial recognition, the intangible assets are stated at cost, less accumulated amortization
and impairment losses.
(h) Business combination
Business combinations are accounted for under the acquisition
method. The cost of an acquisition is measured for the consideration amount transferred, which is valuated on fair value basis on the
acquisition date, including the value of any non-controlling interest in the acquiree, regardless of their proportion. For each business
combination the Acquirer must measure the non-controlling interest in the acquiree at the fair value or based on its interest in the net
assets identified in the acquiree. Costs directly attributable to the acquisition are accounted for as expense when incurred. For further
information, see Notes 1.2.1 and 2.e.
| 4. | Cash and cash equivalents |
They are financial assets measured at amortized cost using the effective
interest rate method.
Company’s Management classifies its financial assets upon initial
recognition.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
|
|
Parent Company |
|
Consolidated |
|
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
|
Cash and banks |
|
24,841 |
|
59,679 |
|
59,959 |
Free availability interest earning bank
deposits: |
|
|
|
|
|
|
CDB’s / Repurchases |
|
3,583,971 |
|
1,725,421 |
|
2,488,754 |
|
|
|
|
|
|
|
|
|
3,608,812 |
|
1,785,100 |
|
2,548,713 |
Bank certificates of deposit (“CDBs”) and committed transactions
are nominative securities issued by banks and sold to the public as a form of fund raising. Such marketable securities may be traded during
the contracted term, at any time, without significant loss in their value and are used for the fulfillment of short-term obligations by
the company.
The average remuneration of CDB investments in 2023 in the parent company
is 101.98% p.a. (100.12% on December 31, 2022) and in the consolidated, 100.12% on December 31, 2022 of the variation of the interbank
deposit certificate – CDI.
Comprise financial assets measured at fair value through profit or loss.
|
|
Parent Company |
|
Consolidated |
|
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
|
FUNCINE(i) |
|
13,771 |
|
12,929 |
|
12,929 |
Fundo Soberano(ii) |
|
194 |
|
179 |
|
179 |
FIC: (iii) |
|
|
|
|
|
|
Government bonds(a) |
|
506,824 |
|
1,323,409 |
|
1,323,409 |
CDB(b) |
|
6,445 |
|
20,371 |
|
20,371 |
Financial bills(c) |
|
134,555 |
|
398,879 |
|
398,879 |
Other(d) |
|
189,408 |
|
447,797 |
|
447,797 |
|
|
851,197 |
|
2,203,564 |
|
2,203,564 |
|
|
|
|
|
|
|
Current portion |
|
(837,426) |
|
(2,190,635) |
|
(2,190,635) |
Non-current portion |
|
13,771 |
|
12,929 |
|
12,929 |
At the beginning of 2023, before the scenario of severe stress observed
in the marketable securities’ market, the Company opted to reduce its position in funds, migrating a large part of the funds to
fixed income operations (Bank Deposit Certificates - CDBs) with first-class banks, and returning gradually as of August.
(i)As
of December 2017, the Company, with the aim of using tax deductibility benefit for income tax purposes, started investing in the
National Film Industry Financing Fund (FUNCINE). The average remuneration in 2023 was 0.72% p.a. (0.09% p.a. on December 31, 2022).
(ii)
Fundo Soberano is composed only of federal government bonds. The average remuneration in 2023 was 99.65%
p.a. of the variation of the Interbank Deposit Certificate - CDI (99.94% on December 31, 2022).
(iii) The
Company invests in open FIC's (Quota Investment Fund). Funds are mostly made up of federal government bonds and papers from financial
institutions, mostly AAA (highest quality). The average remuneration of FICs in 2023 was 100.27% p.a. of the variation of the Interbank
Deposit Certificate - CDI (107.19% p.a. on December 31, 2022).
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
(a) Government
bonds are fixed income financial instruments issued by the National Treasury to finance the activities of the Federal Government.
(b) The
CDB operations are emitted by the banks with the commitment of stock buyback by the bank itself and with predetermined taxes.
(c) The
Financial bills is a fix income tittle emitted by financial institutions with the objective of a long-term fund raising.
(d) Is
represented by: Debentures, FIDC, commercial notes, promissory notes, bank credit note.
| 6. | Trade accounts receivable |
These are financial assets measured at amortized cost, and refer to accounts
receivable from users of telecommunications services, from network use (interconnection) and from sales of handsets and accessories. Accounts
receivable are recorded at the price charged at the time of the transaction. The balances of accounts receivable also include services
provided and not billed (“unbilled”) up to the balance sheet date. Trade accounts receivable are initially recognized at fair
value and, subsequently, measured at amortized cost using the effective interest rate method less provision for expected credit losses
(“impairment”).
The provision for expected credit losses was recognized as a reduction
in accounts receivable based on the profile of the subscriber portfolio, the aging of overdue accounts receivable, the economic situation,
the risks involved in each case and the collection curve, at an amount deemed sufficient by Management, as adjusted to reflect current
and prospective information on macroeconomic factors that affect the customers’ ability to settle the receivables.
The fair value of trade accounts receivable equals the book value recorded
as at September 30, 2023 and December 31, 2022.
The average rate considered in calculating the present value of accounts
receivable recorded in the long term is 0.58% p.m. (0.58% p.m. on December 31, 2022).
|
Parent Company |
|
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
|
December 2022 |
Trade accounts receivable |
3,812,602 |
|
3,978,135 |
|
|
3,659,777 |
|
|
|
|
|
|
|
Gross accounts receivable |
4,453,335 |
|
4,540,225 |
|
|
4,241,515 |
|
|
|
|
|
|
|
Billed services |
2,257,848 |
|
2,055,009 |
|
|
2,149,579 |
Unbilled services |
997,715 |
|
909,760 |
|
|
929,669 |
Network use (interconnexion) |
660,866 |
|
981,978 |
|
|
550,416 |
Sale of goods |
520,997 |
|
572,103 |
|
|
590,476 |
Contractual assets (note 23) |
15,579 |
|
19,828 |
|
|
19,828 |
Other receivable accounts |
330 |
|
1,547 |
|
|
1,547 |
|
|
|
|
|
|
|
Provision for expected credit losses |
(640,733) |
|
(562,090) |
|
|
(581,738) |
|
|
|
|
|
|
|
Current portion |
(3,580,677) |
|
(3,739,452) |
|
|
(3,421,094) |
Non-current portion |
231,925 |
|
238,683 |
|
|
238,683 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The movement of the provision for expected credit losses, accounted for
as an asset reduction account, was as follows:
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
(9 months) |
|
(12 months) |
|
(12 months) |
|
|
|
|
|
|
Opening balance |
562,090 |
|
746,819 |
|
746,819 |
Balance of merged company (Note 1.2) |
23,737 |
|
- |
|
- |
Supplement to expected losses |
448,132 |
|
585,699 |
|
626,218 |
Write-offs of provision |
(393,226) |
|
(770,428) |
|
(791,299) |
|
|
|
|
|
|
Closing balance |
640,733 |
|
562,090 |
|
581,738 |
In 2022, the change in the closing balance of the provision for expected credit losses occurred
due to the supplement to expected losses, net of reversal and write-off of already accrued invoices.
The aging of accounts receivable is as follows:
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
Total |
4,453,335 |
|
4,540,225 |
|
4,241,515 |
|
|
|
|
|
|
Falling due |
3,211,908 |
|
3,575,228 |
|
3,221,416 |
Overdue (days): |
|
|
|
|
|
≤30 |
329,984 |
|
262,644 |
|
286,324 |
≤60 |
129,457 |
|
81,939 |
|
82,533 |
≤90 |
111,205 |
|
68,391 |
|
73,581 |
>90 |
670,781 |
|
552,023 |
|
577,661 |
Inventories are presented at the average acquisition cost. A loss is recognized
to adjust the cost of Handsets and accessories to the net realizable value (selling price), when this value is less than the average acquisition
cost.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
|
Parent Company |
|
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
|
December 2022 |
|
|
|
|
|
|
|
Total inventory |
415,372 |
|
236,117 |
|
|
236,117 |
|
|
|
|
|
|
|
Inventories |
432,088 |
|
248,768 |
|
|
248,768 |
Cell phones and tablets |
289,819 |
|
138,951 |
|
|
138,951 |
Accessories and prepaid cards |
113,436 |
|
78,330 |
|
|
78,330 |
TIM chips |
28,833 |
|
31,487 |
|
|
31,487 |
|
|
|
|
|
|
|
Losses on adjustment to realizable value |
(16,716) |
|
(12,651) |
|
|
(12,651) |
| 8. | Income tax and social contribution |
| 8.a | Recoverable income tax and social contribution |
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
Recoverable income tax and social contribution |
833,592 |
|
879,227 |
|
879,227 |
|
|
|
|
|
|
Income tax |
553,456 |
|
645,192 |
|
645,192 |
Social contribution |
280,136 |
|
234,035 |
|
234,035 |
|
|
|
|
|
|
Current portion |
(626,257) |
|
(361,349) |
|
(361,349) |
Non-current portion |
207,335 |
|
517,878 |
|
517,878 |
In September 2021, the Federal Supreme Court (STF), with general repercussions,
established an understanding for the non-levy of Corporate Income Tax (IRPJ) and Social Contribution (CSLL) on the monetary restatement
using the SELIC rate in cases of undue payment. At that time, TIM recorded its best estimate, in the amount of R$ 535 million (principal).
Over the years, there was recognition of the inflation adjustment of values in 2021 of R$ 11 million, R$ 61 million
in 2022 and R$ 32 million has been recognized to date in 2023.
In the third quarter of 2023, TIM’s lawsuit received a favorable
final and unappealable decision and in September the company obtained credit approval from the Brazilian Federal Revenue Service. At this
time, the tax credits recognized in assets were segregated, as the tax credit is made up of corporate income tax (IRPJ) and social contribution
(CSLL) amounts overpaid and subject to offset against other federal debts and deferred tax assets backed by tax loss balances and negative
basis of CSLL offset over the years considering a taxable income, increased by the SELIC update on undue debts. By reducing taxable income,
it was possible to partially recover the tax loss and CSLL negative basis that were offset, as the legislation provides
for the offsetting of up to 30% of the taxable income for the period.
Thus, the company carried out the reclassification between asset accounts
(Recoverable income tax and social contribution x Deferred income tax and social contribution) in the amount of R$ 156 million, recognizing
deferred taxes on tax losses and negative CSLL basis in the amounts of R$ 114 million and R$ 42 million, respectively. The amount
of R$ 470 million that was reclassified from non-current to current remained in recoverable IRPJ and CSLL accounts. A write-off of
R$ 13 million was made in the third quarter of 2023 to adjust the amount recorded in the third quarter of 2021.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
During the third quarter of 2023, the Company started using such tax credits
to offset current PIS and COFINS debts in the amount of R$ 18 million.
| 8.b | Income tax and social contribution payable |
Current income tax and social contribution charges are calculated on the
basis of the tax laws enacted, or substantially enacted, up to the balance sheet date.
The legislation allows companies to opt for quarterly or monthly payment
of income tax and social contribution. In 2023 the company has chosen to make the monthly payment of income tax and social contribution.
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
Income tax and social contribution payable |
76,081 |
|
78,351 |
|
78,351 |
|
|
|
|
|
|
Income tax |
- |
|
34,207 |
|
34,207 |
Social contribution |
76,081 |
|
44,144 |
|
44,144 |
|
|
|
|
|
|
Current portion |
(76,081) |
|
(78,351) |
|
(78,351) |
8.c Deferred income tax and social contribution
Deferred income tax and social contribution are recognized on (1) tax losses
and accumulated tax loss carryforwards; and (2) temporary differences arising from differences between the tax basis of assets and liabilities
and their book values in the quarterly information. Deferred income tax is determined using the tax rates (and tax laws) enacted, or substantially
enacted, up to the balance sheet date. Subsequent changes in tax rates or tax legislation may modify the deferred tax credit and debit
balances.
Deferred tax assets on income tax and social contribution are recognized
only in the event of a profitable track record and/or when the annual forecasts prepared by the Company.
The balances of deferred income tax assets and liabilities are presented
at net value in balance sheet when there is the legal right and the intention of offsetting them upon calculation of current taxes, in
general related to the same legal entity and the same tax authority. Accordingly, deferred tax assets and liabilities in different entities
are in general presented separately, and not at net balance.
On September 30, 2023 and December 31, 2022, the prevailing tax rates
were 25% for income tax and 9% for social contribution. In addition, there is no statute of limitation in regard to the income tax and
social contribution carried forward losses, which it can be offset by up to 30% of the taxable profit reached at each fiscal year, according
to the current tax legislation.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The amounts recorded are as follows:
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
Tax loss carryforwards and negative basis of social contribution |
177,116 |
|
95,927 |
|
225,882 |
Temporary differences: |
|
|
|
|
|
Provision for legal and administrative proceedings |
476,834 |
|
381,865 |
|
381,865 |
Provision for expected credit losses |
248,274 |
|
198,933 |
|
220,911 |
Rental of infrastructure - LT Amazonas |
36,384 |
|
34,657 |
|
34,657 |
Provision for employee profit sharing |
39,306 |
|
49,989 |
|
49,989 |
Taxes with enforceability suspended(i) |
883,115 |
|
642,479 |
|
711,897 |
Amortized Goodwill – TIM Fiber(ii) |
(34,560) |
|
(34,560) |
|
(34,560) |
Derivative financial instruments |
(188,822) |
|
(161,174) |
|
(161,174) |
Capitalized interest - 5G |
(290,496) |
|
(281,468) |
|
(281,468) |
Deemed costs – TIM S.A. |
(25,578) |
|
(32,177) |
|
(32,177) |
Adjustments of standard IFRS 16(iii) |
655,825 |
|
468,113 |
|
596,495 |
Accelerated depreciation(iv) |
(853,427) |
|
(663,303) |
|
(715,041) |
Fair value adjustment I–Systems (former FiberCo)(v) |
(249,477) |
|
(249,477) |
|
(249,477) |
Impairment loss(vi) |
420,650 |
|
- |
|
557,932 |
Amortized Goodwill – Cozani |
(89,638) |
|
- |
|
- |
Amortization of surplus |
61,516 |
|
45,592 |
|
45,591 |
Other assets |
156,556 |
|
61,717 |
|
167,018 |
Other liabilities |
(34,373) |
|
(30.,413) |
|
(20,800) |
|
1,389,205 |
|
526,700 |
|
1,497,540 |
|
|
|
|
|
|
Deferred income tax and social contribution on tax losses and negative bases not recognized yet |
- |
|
- |
|
(129,954) |
|
1,389,205 |
|
526,700 |
|
1,367,586 |
|
|
|
|
|
|
Deferred active tax portion |
3,155,576 |
|
1,979,272 |
|
2,992,237 |
Portion of deferred tax liability |
(1,766,371) |
|
(1,452,572) |
|
(1,624,651) |
(i) Mainly
represented by the Fistel fee (TFF) for the financial years 2020, 2021, 2022 and 2023 of TIM S.A. at a parent company level and, at a
consolidated level, the TFF referring to Cozani's 2022 financial year is also added. The Operating Inspection Fee (TFF) for the years
2020, 2021, 2022 and 2023 of TIM S.A. and TFF for 2022 of Cozani had its payments suspended by virtue of an injunction and, therefore,
still do not have a specific date for payment. See Note 22 for details.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
(ii) Represented
by the goodwill on the business combination of companies TIM Fiber RJ and SP acquired by TIM in 2012, partially realized in November 2021
after the completion of the transaction for the sale of 51% of the equity interest in I-Systems to IHS.
(iii) Represents
the addition of new contracts. The temporary difference of the IFRS 16 contracts is due to the difference in the timing of recognition
of the accounting and tax expense, under the terms of the current legislation.
(iv) As
of the 1Q20, TIM S.A. excludes the portion of acceleration of depreciation of movable assets belonging to property, plant and equipment
from the calculation basis of the IRPJ and CSLL, due to their uninterrupted use in three operating shifts, supported by technical expert
report, as provided for in Article 323 of the RIR/2018, or by the adequacy to the tax depreciation provided for in IN 1700/2017.
Such tax adjustment generated a deferred liability of R$ 853 million until September 30, 2023 (R$ 663 million up to December
31, 2022) and applied as of January 1, 2020.
(v) Refers
to deferred charges on the fair value of the non-controlling interest calculated in the sale of Fiber Co (currently I-Systems), which
took place in November 2021, from TIM S.A. to IHS Fiber Brasil - Cessão de Infraestruturas Ltda (see Note 14).
(vi) Represents
the deferred charges recorded, referring to the impairment of tangible assets acquired in the Cozani’s acquisition in April 2022.
Expected recovery of tax credits
The estimates of recoverability of tax credits were calculated taking into
consideration financial and business assumptions available on September 30, 2023.
Based on these projections, the Company has the following expectation of
recovery of credits:
Deferred income tax and social contribution |
Tax losses and negative basis |
|
Temporary expenses |
|
Total |
2023 |
82,204 |
|
587,626 |
|
669,830 |
2024 |
94,912 |
|
212,794 |
|
307,706 |
2025 |
- |
|
180,003 |
|
180,003 |
>2026 |
- |
|
1,998,037 |
|
1,998,037 |
Total |
177,116 |
|
2,978,460 |
|
3,155,576 |
The company based on a history of profitability and based on projections
of future taxable results, constitutes deferred income tax credits and social contribution on all of its tax losses, negative social contribution
basis and temporary differences.
The Company used credits from tax losses and the negative basis of social contribution in the
amount of R$ 75,377 throughout 2023 (R$ 123,948 in 2022).
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
8.d Expense with current and deferred income tax
and social contribution
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
September 2022 |
|
September 2023 |
|
September 2022 |
Current income tax and social contribution taxes |
|
|
|
|
|
|
|
Income tax for the period |
(170,894) |
|
(129,271) |
|
(171,152) |
|
(129,271) |
Social contribution for the period |
(78,769) |
|
(41,229) |
|
(78,864) |
|
(41,229) |
Tax incentive – SUDENE/SUDAM(i) |
158,163 |
|
97,270 |
|
158,163 |
|
97,270 |
|
(91,500) |
|
(73,230) |
|
(91,853) |
|
(73,230) |
Deferred income tax and social contribution |
|
|
|
|
|
|
|
Deferred income tax |
(56,179) |
|
(4,535) |
|
(113,843) |
|
81,026 |
Deferred social contribution |
(346) |
|
(6,818) |
|
(21,104) |
|
24,713 |
|
(56,525) |
|
(11,353) |
|
(134,947) |
|
105,739 |
|
(148,025) |
|
(84,583) |
|
(226,800) |
|
32,509 |
The reconciliation between income tax and social contribution expense as
calculated by applying combined tax rates and amounts reflected in income (loss) is as follows:
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
September 2022 |
|
September 2023 |
|
September 2022 |
|
|
|
|
|
|
|
|
Profit before income tax and social contribution |
1,902,938 |
|
1,217,150 |
|
1,981,713 |
|
1,100,058 |
Combined tax rate |
34% |
|
34% |
|
34% |
|
34% |
Income tax and social contribution at the combined statutory rate |
|
|
|
|
|
|
|
(646,999) |
(413,831) |
(673,782) |
(374,020) |
(Additions) / exclusions: |
|
|
|
|
|
|
|
Equity in earnings |
29,569 |
|
(88,369) |
|
(22,583) |
|
(13,259) |
Permanent additions, exclusions: |
|
|
|
|
|
|
|
Non-taxable revenues |
13,086 |
|
27,314 |
|
13,086 |
|
144,083 |
Non-deductible expenses for tax purposes |
(15,623) |
|
(27,924) |
|
(15,623) |
|
(108,127) |
Tax incentive – SUDENE/SUDAM(i) |
158,163 |
|
97,270 |
|
158,163 |
|
97,270 |
Tax benefit related to interest on shareholders’ equity allocated |
321,300 |
|
321,300 |
|
321,300 |
|
321,300 |
Other amounts |
(7,521) |
|
(343) |
|
(7,361) |
|
(34,738) |
|
498,974 |
|
329,248 |
|
446,982 |
|
406,529 |
Income tax and social contribution recorded in the income (loss) for the period |
(148,025) |
|
(84,583) |
|
(226,800) |
|
32,509 |
Effective rate |
7.78% |
|
6.95% |
|
11.44% |
|
(2.96)% |
| (i) | As mentioned in Note 26 c.3, in order for investment
grants not to be computed in taxable income, they must be recorded as a tax incentive reserve, which can only be used to absorb losses
or be incorporated into the share capital. The Company has tax benefits that fall under these rules. |
As mentioned in Note 8.a, the Company wrote off R$ 13 million
in IRPJ and CSLL in the third quarter of 2023, due to the final and unappealable decision of the lawsuit that discussed the non-levy of
Corporate Income Tax (IRPJ) and Social Contribution (CSLL) on the monetary restatement using the SELIC rate in cases of undue payment.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
| 9. | Taxes, fees and contributions to be recovered |
|
Parent Company |
|
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
|
December 2022 |
|
|
|
|
|
|
|
Taxes, fees and contributions to be recovered |
1,721,433 |
|
1,709,810 |
|
|
1,727,069 |
|
|
|
|
|
|
|
ICMS(i) |
1,370,069 |
|
1,314,811 |
|
|
1,323,604 |
PIS/COFINS(ii) |
198,333 |
|
194,449 |
|
|
194,452 |
IRRF (Withholding income tax) on interest earning bank deposits |
53,628 |
|
111,962 |
|
|
120,417 |
Other |
99,403 |
|
88,588 |
|
|
88,596 |
|
|
|
|
|
|
|
Current portion |
(775,739) |
|
(820,338) |
|
|
(831,661) |
Non-current portion |
945,694 |
|
889,472 |
|
|
895,408 |
(i) The amounts of recoverable ICMS (state VAT) are mainly comprised by:
(a) credits on the acquisition of property, plant
and equipment directly related to the provision of telecommunication services (credits divided over 48 months).
(b) ICMS amounts paid under the tax substitution regime
from goods acquired for resale, mainly mobile handsets, chips, tablets and modems sold by TIM.
(ii) The Recoverable PIS/COFINS amounts mainly refer to credits
from a legal proceeding filed by TIM Celular S.A. (ultimately merged into TIM S.A., as well as TIM S.A. itself), with a favorable final
decision in Higher Courts which discussed the exclusion of the ICMS from the PIS and COFINS calculation bases.
The Company, through declaration, offset credits arising from the ICMS
exclusion from the PIS and COFINS calculation basis until March 31, 2023, totaling R$ 3,517 million.
The current balance is mostly composed of credits arising from the non-cumulative taxation regime.
|
Parent company |
|
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
Prepaid expenses |
467,228 |
|
278,764 |
|
359,109 |
Fistel(i) |
105,442 |
|
- |
|
|
Advertisements not released(ii) |
38,984 |
|
2,361 |
|
2,361 |
Rentals and reinsurance |
63,321 |
|
64,544 |
|
64,544 |
Incremental costs for obtaining customer contracts(iii) |
187,150 |
|
178,543 |
|
178,543 |
IT Services(iv) |
20,198 |
|
21,500 |
|
21,500 |
Contractual prepaid expenses(v) |
- |
|
- |
|
77,810 |
Other |
52,133 |
|
11,816 |
|
14,351 |
|
|
|
|
|
|
Current portion |
(365,456) |
|
(198,506) |
|
(278,851) |
Non-current portion |
101,772 |
|
80,258 |
|
80,258 |
(i) During the first half of 2023, the amounts of R$ 94 million and
R$ 328 million were paid, related to TFF da Cozani and Condecine/CFR of TIM S.A. and Cozani, respectively. These amounts are monthly
recognized in income.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
(ii) Represent prepaid payments of advertising expenses for products and
services of the TIM brand that are recognized in the result according to the period of serving the advertisement.
(iii) It is substantially represented by incremental costs related to sales
commissions paid to partners for obtaining customer contracts arising from the adoption of IFRS 15/ CPC 47, which are deferred to the
result in accordance with the term of the contract and/or economic benefit, usually from 1 to 2 years.
(iv) They represent prepayments of IT services expenses for network and
migration of information to the “cloud”.
(v) It refers to the payment in April 2022 (acquisition date of Cozani)
of TSA (Transition Service Agreement), in the amount of R$ 250,722 as remuneration, for up to 12 months of service provision in Cozani’s
transition phase.
They are recorded at historical cost and updated according to current legislation.
|
Parent Company |
|
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
|
December 2022 |
|
|
|
|
|
|
|
Judicial deposits |
1,444,299 |
|
1,377,560 |
|
|
1,377,560 |
|
|
|
|
|
|
|
Civil |
1,036,632 |
|
974,482 |
|
|
974,482 |
Labor |
74,655 |
|
117,583 |
|
|
117,583 |
Tax |
214,462 |
|
184,435 |
|
|
184,435 |
Regulatory |
115 |
|
113 |
|
|
113 |
Online attachment(i) |
118,435 |
|
100,947 |
|
|
100,947 |
(i) Refer to legal blockages directly in the company's current accounts
and interest earning bank deposits linked to certain legal proceedings. This amount is periodically analyzed and when identified, reclassification
is made to one of the other specific accounts of the legal deposit item.
Civil
These are court deposits to guarantee the execution of civil proceedings
where the Company is challenging the amounts involved. Most of these proceedings refer to lawsuits filed by customers, involving issues
of consumer rights, among others.
There are some processes with differentiated matters, for instance, in
which the value set by ANATEL for vacating certain transmission sub-bands is discussed, enabling the implementation of 4G technology.
In this case, the amount deposited updated in court under discussion is R$ 80,721 (R$ 77,854 on December 31, 2022).
In a Material Fact released on October 4, 2022, TIM informed that a preliminary
decision was handed down by the 7th Business Court of the Judicial District of Rio de Janeiro determining the deposit in court
by the Buyers (TIM, Telefônica Brasil S.A. and Claro S.A.) of approximately R$ 1.53 billion – of which approximately
R$ 670 million by TIM – in an account linked to the court-ordered reorganization process of Oi Móvel S.A.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
On October 19, 2022, TIM deposited the amount of R$ 670 million (R$ 748
million, monetarily restated on September 30, 2023) in guarantee for the Judgment of the 7th Corporate Court of the Judicial
District of Rio de Janeiro. Said deposit remained in an account linked to the Court until the installation of the Court of Arbitration.
On October 4, 2023, TIM reported the completion of an agreement with Oi
S.A., having redeemed half of the amount originally retained on the closing date, equivalent to R$ 317 million, monetarily updated
until the closing date (see Note 41).
Labor
These are amounts deposited in court as guarantees for
the execution and the filing of appropriate appeals, where the relevant matters or amounts involved are still being discussed. The total
amount has been allocated between the various claims filed by registered employees and third-party service providers.
Tax
The Company has legal deposits in the total, restated and estimated amount
of R$ 214,462 on September 30, 2023, relating to tax matters, made to support several ongoing legal discussions. Such deposits
mainly relate to the following discussions:
| (a) | Use of credit in the acquisition of electricity directly
employed in the production process of companies, matter with positive bias in the judiciary. The current value of the deposits related
to this discussion is R$ 38,140 (R$ 36,417 on December 31, 2022). |
| (b) | CPMF levy on loan conversion operations into the
Company’s equity; recognition of the right not to collect the contribution allegedly levied on the simple change of ownership of
current accounts due to merger. The current value of the deposits related to this discussion is R$ 5,583 (R$ 5,295 on December
31, 2022). |
| (c) | Constitutionality of the collection of the functioning
supervision fee (TFF -Taxa de Fiscalização do Funcionamento) by municipal authorities of different localities. The
current value of the deposits related to this discussion is R$ 23,651 (R$ 22,178 on December 31, 2022). |
| (d) | Non-homologation of compensation of federal debts
withholding income tax credits (IRRF) for the alleged insufficiency of credits, as well as the deposit made for the purposes of release
of negative Certificate of debts. The current value of the deposits related to this discussion is R$ 12,035 (R$ 11,557 on December
31, 2022). |
| (e) | Levy of ISS on import and outsourced services; alleged
lack of collection in relation to ground cleaning and maintenance service of BRS (Base Radio Station), the ISS itself, the ISS incident
on co-billing services and software licensing (blackberry). Guarantee of the right to take advantage of the benefit of spontaneous
denunciation and search for the removal of confiscatory fines in the case of late payment. The current value of the deposits related to
this discussion is R$ 11,979 (R$ 8,651 on December 31, 2022). |
| (f) | Accessory services provided for in the agreement
69/98 ICMS incident on the provision of communication services of the amounts charged for ACCESS, Membership, Activation, qualification,
availability, subscription and use of the services, among others. The current value of the deposits related to this discussion is R$ 3,740
(R$ 3,623 on December 31, 2022). |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
| (g) | Requirement by ANATEL of the public price for the
administration of numbering resources. The current value of the deposits related to this discussion is R$ 3,916 (R$ 3,766 on
December 31, 2022). |
| (h) | Deposit made by TIM S.A. – Unconstitutionality
and illegality of the collection of FUST (Fund for Universalisation of Telecommunications Services). The right not to collect FUST, failing
to include in its calculation base the revenues transferred by way of interconnection and EILD (Industrial Exploitation of Dedicated Line),
as well as the right not to suffer the retroactive collection of the differences determined in function of not observing sum 7/2005 of
ANATEL. The current value of the deposits related to this discussion is R$ 67,011 (R$ 63,967 on December 31, 2022). |
| (i) | ICMS – Miscellaneous. Deposits made in several
processes that discuss ICMS charges, mainly related to discussions on loan, DIFAL, exempt and non-taxed services, ICAP and Covenant 39.
The current value of the deposits related to this discussion is R$ 22,680 (R$ 7,691 on December 31, 2022). |
| (j) | Charges related to cases of Jornal do Brasil
that were directed to the company. The current value of the deposits related to this discussion is R$ 15,409 (R$ 11,524 on December
31, 2022). |
| 12. | Other financial assets |
The initial recognition of an equity instrument in the balance sheet is
carried at its fair value as of the acquisition or issue date. Such financial assets and liabilities are subsequently measured at fair
value through profit or loss. Changes arising from the fair value measurement, where applicable, shall be recognized in the result when
incurred, under the line of financial income.
On March 26, 2020, TIM S.A. and BANCO C6 S.A. concluded the negotiations
over a strategic partnership aimed at developing combined offerings with special benefits to the customer bases of Partners.
In July 2020, the first offering was launched in partnership
with Banco C6, with special conditions to TIM customers who are also C6 customers. The innovating partnership provides great potential
to generate value for both companies through user base growth and greater customer loyalty.
On February 1, 2021, TIM announced that, within the scope of this partnership,
the right to exercise Subscription Warrant equivalent to the indirect interest of approximately 1.44% of Banco C6’s share capital
Banco C6 as a result of meeting, in December 2020, the 1st level of the agreed targets. Subsequently, the Company exercised
its option to acquire and convert C6 shares, which represents approximately 1.44% of the Bank. It is worth highlighting that once the
option is exercised, TIM started holding a minority position and does not have a position of control or significant influence in the management
of C6.
The Company exercised its option to acquire and convert C6 shares, which
represents 1.44% of ownership interest at Banco C6, which totals R$ 162,958.
In September 2023, the Company invested approximately R$ 2 million
in the investment fund focused on 5G solutions called Upload Ventures Growth.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
|
Parent Company |
|
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
|
December 2022 |
|
|
|
|
|
|
|
Other assets |
311,402 |
|
265,661 |
|
|
265,042 |
|
|
|
|
|
|
|
Advances to employees |
33,851 |
|
7,092 |
|
|
7,092 |
Advances to suppliers |
68,685 |
|
31,422 |
|
|
31,437 |
Amounts receivable from TIM Brasil (Note 35) |
22,704 |
|
22,790 |
|
|
22,790 |
Amounts receivable from incentivized projects |
36,799 |
|
63,034 |
|
|
63,034 |
Taxes and labor contributions to offset |
87,911 |
|
69,794 |
|
|
69,794 |
Other |
61,452 |
|
71,529 |
|
|
70,895 |
|
|
|
|
|
|
|
Current portion |
(272,176) |
|
(200,264) |
|
|
(199,644) |
Non-current portion |
39,226 |
|
65,397 |
|
|
65,398 |
The ownership interest in associated company or subsidiary is valued using
the equity accounting method.
Cozani
As mentioned in Note 1.2, on April 20, 2022, TIM S.A. (jointly with
other buyers Telefônica Brasil S.A. and Claro S.A.), after complying with the precedent conditions established by the Administrative
Council for Economic Defense (CADE) and ANATEL, concluded the process of acquiring the mobile assets of Oi Móvel S/A – Under
court-ordered reorganization.
With the conclusion of the Transaction, TIM S.A. now holds 100% of the
share capital of Cozani, a company that corresponds to the part of the unit of assets, rights and obligations of Oi Móvel acquired
by the Company. On April 1, 2023, TIM S.A. acquired Cozani, therefore, for all effects, the latter was dissolved and consequently,
for all purposes and effects, TIM S.A. does not have equity interest in Cozani as of September 30, 2023. TIM S.A. had 100%
in the share capital of Cozani on December 31, 2022.
I-Systems
In November 2021, as a result of the spin-off of net assets from the broadband
business and creation of I-Systems, TIM S.A. disposed of 51% of its equity interest on behalf of IHS. As a result of this transaction,
a loss of control took place and TIM S.A. no longer consolidates the Company, recording the investment in the associated company
in the amount of R$ 1,612,957, at fair value, for the remaining minority interest (non-controlling) of 49%.
TIM S.A. has 49% (49% on December 31, 2022) in the share capital of
I-Systems. The following table represents summarized financial information about the investments of I-Systems:
|
September
2023 |
|
December 2022 |
Assets |
2,086,252 |
|
1,820,223 |
Current and non-current assets |
389,076 |
|
291,799 |
Tangible and intangible assets |
1,697,176 |
|
1,528,424 |
|
|
|
|
Liabilities and shareholders’ equity |
2,086,252 |
|
1,820,223 |
Current and non-current liabilities |
654,307 |
|
398,189 |
Shareholders' equity |
1,431,945 |
|
1,422,034 |
|
|
|
|
Company’s proportional interest |
49% |
|
49% |
Investment value (Note 14.b) |
1,473,697 |
|
1,540,116 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
September 2023 |
December 2023 December 2022 |
Net loss for the period |
(135,549) |
(125,687) |
Company’s proportional interest |
49% |
49% |
Company’s interest in the associated company’s income
(loss) |
(66,419) |
(61,587) |
| a) | Interest in subsidiaries and associated company |
|
|
Associated companies |
|
Subsidiary |
|
Total |
|
|
September
2023
I-Systems |
|
December
2022
I-Systems |
|
Cozani up to 03/31/2023 |
|
December
2022
Cozani |
|
September
2023 |
|
December
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total number of shares |
|
1,794,287,995 |
|
1,794,287,995 |
|
- |
|
3,002,872 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest in total capital |
|
49% |
|
49% |
|
- |
|
100% |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
1,567,495 |
|
1,422,034 |
|
- |
|
4,199,623 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period/year(i) |
|
(135,549) |
|
(125,687) |
|
- |
|
(626,258) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings |
|
(66,419) |
|
(61,587) |
|
153,387 |
|
(492,165) |
|
86,968 |
|
(553,752) |
Amortization of surplus |
|
- |
|
- |
|
(53,781) |
|
(134,093) |
|
(53,781) |
|
(134,093) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment value |
|
1,473,697 |
|
1,540,116 |
|
- |
|
4,199,623 |
|
1,473,697 |
|
5,739,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
(i) The subsidiary’s results show the changes from the acquisition
date. The date of acquisition and transfer of control was April 20, 2022 and the results of the subsidiary were consolidated as of April
30, 2022, as the financial information available is closest to the date of transfer of control.
Cozani’s shareholders’ equity as of April 30, 2022 was adjusted
to comply with the Company’s accounting practices, reflecting a decrease of approximately R$ 1,641 million, mainly related
to the impairment of tangible assets, recording of onerous capacity contract and deferred taxes.
| b) | Changes in investment in subsidiaries and associated
companies: |
|
I-Systems (associated company) |
|
Cozani
(merged subsidiary) |
|
Total |
|
|
|
|
|
|
Balance of investment on December 31, 2022 |
1,540,116 |
|
4,199,623 |
|
5,739,739 |
Amortization of surplus up to March 31, 2023 |
- |
|
(53,781) |
|
(53,781) |
Equity in earnings |
(66,419) |
|
153,387 |
|
86,968 |
Cozani shareholders’ equity – acquired by TIM S.A. |
- |
|
(1,194,523) |
|
(1,194,523) |
Surplus of radio frequency and customer list |
- |
|
(3,104,706) |
|
(3,104,706) |
Balance of investment on September 30, 2023 |
1,473,697 |
|
- |
|
1,473,697 |
| 15. | Property, plant and equipment |
Property, plant and equipment are stated at acquisition and/or construction
cost, less accumulated depreciation and impairment losses (the latter only if applicable). Depreciation is calculated based on the straight-line
method over terms that consider the expected useful lives of the assets and their residual values. The amounts of property, plant and
equipment recorded on Cozani’s acquisition were adjusted to its recoverable amounts and after the merger are recorded at TIM S.A.
On September 30, 2023 and December 31, 2022, the Company has no other indication of impairment in its property, plant and equipment.
The estimated costs of dismantling towers and equipment on rented properties
are capitalized and depreciated over the estimated useful lives of these assets. The Company recognizes the present value of these costs
in property, plant and equipment with a counter-entry to the liability “provision for future asset retirement”. The interest
incurred in updating the provision is classified as financial expenses.
Gains and losses on disposal are determined by comparing the amounts of
these disposals with the book value at the time of the transaction and are recognized in “other operating expenses (revenue), net”
in the statement of income.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
| · | Changes in property, plant and equipment |
|
Parent Company |
|
Balance in December 2022 |
Additions |
Write-offs |
Transfers |
Addition by merger |
Balance in September
2023 |
|
|
|
Total cost of property, plant and equipment, gross |
54,530,017 |
4,175,355 |
(715,263) |
- |
11,371,149 |
69,361,258 |
|
Commutation/transmission equipment |
28,749,731 |
16,412 |
(98,637) |
2,404,742 |
6,527,485 |
37,599,733 |
|
Fiber optic cables |
783,396 |
- |
- |
1,043 |
- |
784,439 |
|
Leased handsets |
2,956,156 |
- |
(14,781) |
170,725 |
920,690 |
4,032,790 |
|
Infrastructure |
6,921,727 |
7,530 |
(20,646) |
189,706 |
572,350 |
7,670,667 |
|
Informatics assets |
1,780,652 |
- |
(2,571) |
25,518 |
- |
1,803,599 |
|
General use assets |
957,396 |
- |
(451) |
26,363 |
9,202 |
992,510 |
|
Right-of-use in leases |
11,493,062 |
1,616,562 |
(577,642) |
- |
3,341,422 |
15,873,404 |
|
Land |
39,802 |
- |
- |
- |
- |
39,802 |
|
Construction in progress |
848,095 |
2,534,851 |
(535) |
(2,818,097) |
- |
564,314 |
|
|
|
|
|
|
|
|
|
Total accumulated depreciation |
(34,754,757) |
(3,818,365) |
127,275 |
- |
(8,289,050) |
(46,734,897) |
|
Commutation/transmission equipment |
(20,101,222) |
(1,760,317) |
95,635 |
- |
(6,088,197) |
(27,854,101) |
|
Fiber optic cables |
(583,854) |
(45,919) |
- |
- |
- |
(629,773) |
|
Leased handsets |
(2,677,840) |
(126,845) |
9,841 |
- |
(920,672) |
(3,715,516) |
|
Infrastructure |
(4,404,860) |
(275,417) |
18,986 |
- |
(587,153) |
(5,248,444) |
|
Informatics assets |
(1,675,605) |
(34,557) |
2,561 |
- |
- |
(1,707,601) |
|
General use assets |
(698,448) |
(37,439) |
252 |
- |
(7,706) |
(743,341) |
|
Right-of-use in leases |
(4,612,928) |
(1,537,871) |
- |
- |
(685,322) |
(6,836,121) |
|
Total property, plant and equipment, net |
19,775,260 |
356,990 |
(587,988) |
- |
3,082,099 |
22,626,361 |
|
Commutation/transmission equipment |
8,648,509 |
(1,743,905) |
(3,002) |
2,404,742 |
439,288 |
9,745,632 |
|
Fiber optic cables |
199,542 |
(45,919) |
- |
1,043 |
- |
154,666 |
|
Leased handsets |
278,316 |
(126,845) |
(4,940) |
170,725 |
18 |
317,274 |
|
Infrastructure |
2,516,867 |
(267,887) |
(1,660) |
189,706 |
(14,803) |
2,422,223 |
|
Informatics assets |
105,047 |
(34,557) |
(10) |
25,518 |
- |
95,998 |
|
General use assets |
258,948 |
(37,439) |
(199) |
26,363 |
1,496 |
249,169 |
|
Right-of-use in leases |
6,880,134 |
78,691 |
(577,642) |
- |
2,656,100 |
9,037,283 |
Land |
39,802 |
- |
- |
- |
- |
39,802 |
Construction in progress |
848,095 |
2,534,851 |
(535) |
(2,818,097) |
- |
564,314 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
|
Parent Company |
|
Balance in December 2021 |
Additions |
Write-offs |
Transfers |
Assets held for sale |
Balance in September 2022 |
|
Total cost of property, plant and equipment, gross |
49,159,678 |
4,235,232 |
(214,112) |
- |
- |
53,180,798 |
Commutation/transmission equipment |
25,854,454 |
(968) |
(101,150) |
2,264,432 |
- |
28,016,768 |
Fiber optic cables |
778,512 |
- |
- |
4,266 |
- |
782,778 |
Leased handsets |
2,806,454 |
648 |
(16,572) |
124,638 |
- |
2,915,168 |
Infrastructure |
6,443,285 |
- |
(9,467) |
411,372 |
- |
6,845,190 |
Informatics assets |
1,756,340 |
- |
(4,150) |
24,240 |
- |
1,776,430 |
General use assets |
916,845 |
- |
(917) |
27,355 |
- |
943,283 |
Right-of-use in leases |
9,779,327 |
1,460,872 |
(81,027) |
- |
- |
11,159,172 |
Land |
40,794 |
- |
(640) |
- |
- |
40,154 |
Construction in progress |
783,667 |
2,774,680 |
(189) |
(2,856,303) |
- |
701,855 |
|
|
|
|
|
|
|
Total accumulated depreciation |
(30,851,278) |
(3,062,160) |
160,789 |
- |
- |
(33,752,649) |
Commutation/transmission equipment |
(18,187,994) |
(1,517,618) |
100,675 |
- |
- |
(19,604,937) |
Fiber optic cables |
(522,205) |
(46,244) |
- |
- |
- |
(568,449) |
Leased handsets |
(2,534,691) |
(115,123) |
11,647 |
- |
- |
(2,638,167) |
Infrastructure |
(4,043,155) |
(284,268) |
9,144 |
- |
- |
(4,318,279) |
Informatics assets |
(1,629,730) |
(39,498) |
4,134 |
- |
- |
(1,665,094) |
General use assets |
(649,229) |
(37,226) |
495 |
- |
- |
(685,960) |
Right-of-use in leases |
(3,284,274) |
(1,022,183) |
34,694 |
- |
- |
(4,271,763) |
Total property, plant and equipment, net |
18,308,400 |
1,173,072 |
(53,323) |
- |
- |
19,428,149 |
Commutation/transmission equipment |
7,666,460 |
(1,518,586) |
(475) |
2,264,432 |
- |
8,411,831 |
Fiber optic cables |
256,307 |
(46,244) |
- |
4,266 |
- |
214,329 |
Leased handsets |
271,763 |
(114,475) |
(4,925) |
124,638 |
- |
277,001 |
Infrastructure |
2,400,130 |
(284,268) |
(323) |
411,372 |
- |
2,526,911 |
Informatics assets |
126,610 |
(39,498) |
(16) |
24,240 |
- |
111,336 |
General use assets |
267,616 |
(37,226) |
(422) |
27,355 |
- |
257,323 |
Right-of-use in leases |
6,495,053 |
438,689 |
(46,333) |
- |
- |
6,887,409 |
Land |
40,794 |
- |
(640) |
- |
- |
40,154 |
Construction in progress |
783,667 |
2,774,680 |
(189) |
(2,856,303) |
- |
701,855 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The construction in progress represents the cost of projects in progress
related to the construction of networks and/or other tangible assets in the period of their construction and installation, until the
moment they come into operation, when they will be transferred to the corresponding accounts of these assets.
|
Consolidated |
|
Balance in December
2021 |
Additions
/ depreciation |
Write-offs |
Transfers |
Acquisitions
of subsidiary (Note 1.2.1) (i) |
Balance in September
2022 |
|
Total cost of
property, plant and equipment, gross |
49,159,678 |
4,236,852 |
(214,117) |
- |
11,270,637 |
64,453,050 |
Commutation/transmission
equipment |
25,854,454 |
(968) |
(101,150) |
2,287,906 |
7,060,921 |
35,101,163 |
Fiber optic cables |
778,512 |
- |
- |
4,266 |
756 |
783,534 |
Leased handsets |
2,806,454 |
648 |
(16,572) |
124,638 |
- |
2,915,168 |
Infrastructure |
6,443,285 |
- |
(9,467) |
418,200 |
701,025 |
7,553,043 |
Informatics assets |
1,756,340 |
- |
(4,150) |
24,240 |
336,123 |
2,112,553 |
General use assets |
916,845 |
- |
(918) |
27,393 |
212,023 |
1,155,343 |
Right-of-use in leases |
9,779,327 |
1,462,492 |
(81,027) |
- |
2,929,449 |
14,090,241 |
Land |
40,794 |
- |
(640) |
- |
- |
40,154 |
Construction in progress |
783,667 |
2,774,680 |
(193) |
(2,886,643) |
30,340 |
701,851 |
|
|
|
|
|
|
|
Total accumulated
depreciation |
(30,851,278) |
(3,663,068) |
160,789 |
- |
(6,997,736) |
(41,351,293) |
Commutation/transmission
equipment |
(18,187,994) |
(1,665,426) |
100,675 |
- |
(5,915,990) |
(25,668,735) |
Fiber optic cables |
(522,205) |
(46,244) |
- |
- |
(25) |
(568,474) |
Leased handsets |
(2,534,691) |
(115,208) |
11,647 |
- |
- |
(2,638,252) |
Infrastructure |
(4,043,155) |
(299,261) |
9,144 |
- |
(562,370) |
(4,895,642) |
Informatics assets |
(1,629,730) |
(37,235) |
4,134 |
- |
(337,265) |
(2,000,096) |
General use assets |
(649,229) |
(41,658) |
495 |
- |
(182,086) |
(872,478) |
Right-of-use in leases |
(3,284,274) |
(1,458,036) |
34,694 |
- |
- |
(4,707,616) |
Total property,
plant and equipment, net |
18,308,400 |
573,784 |
(53,328) |
- |
4,272,901 |
23,101,757 |
Commutation/transmission
equipment |
7,666,460 |
(1,666,394) |
(475) |
2,287,906 |
1,144,931 |
9,432,428 |
Fiber optic cables |
256,307 |
(46,244) |
- |
4,266 |
731 |
215,060 |
Leased handsets |
271,763 |
(114,560) |
(4,925) |
124,638 |
- |
276,916 |
Infrastructure |
2,400,130 |
(299,261) |
(323) |
418,200 |
138,655 |
2,657,401 |
Informatics
assets |
126,610 |
(37,235) |
(16) |
24,240 |
(1,142) |
112,457 |
General use assets |
267,616 |
(41,658) |
(423) |
27,393 |
29,937 |
282,865 |
Right-of-use in leases |
6,495,053 |
4,456 |
(46,333) |
- |
2,929,449 |
9,382,625 |
Land |
40,794 |
- |
(640) |
- |
- |
40,154 |
Construction in progress |
783,667 |
2,774,680 |
(193) |
(2,886,643) |
30,340 |
701,851 |
|
|
|
|
|
|
|
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
(i) In September 2022, the allocation process related to the business
combination (PPA – Purchase Price Allocation) was in progress, the definite amounts, described in note 1.2, being obtained
in December 2022. In September 2022, the Company recorded net tangible assets of R$ 4,272,901, however, at the end of the
PPA valuation in December 2022, the balance of net tangible assets as of the acquisition date was set at R$ 3,518,477.
The lease rights of use are represented by leased agreements of identifiable
assets within the scope of IFRS16 / CPC 06 (R2) standard. These rights refer to leases of network infrastructure, stores and kiosks, real
estate, land (Network) and fiber, as below:
|
Parent Company |
Right-of-use in lease |
Network infrastructure |
Shops & kiosks and real estate |
Land (Network) |
Fiber |
Total |
Balances at December 31, 2022 |
3,637,960 |
639,210 |
1,596,882 |
1,006,082 |
6,880,134 |
Additions by merger |
1,478,836 |
- |
1,177,264 |
- |
2,656,100 |
Additions |
863,253 |
223,117 |
340,051 |
190,141 |
1,616,562 |
Remeasurement |
(330,923) |
(34,553) |
(212,166) |
- |
(577,642) |
Depreciation |
(725,278) |
(102,361) |
(342,175) |
(368,057) |
(1,537,871) |
Balances at September 30, 2023 |
4,923,848 |
725,413 |
2,559,856 |
828,166 |
9,037,283 |
Annual depreciation rates |
12.25% |
11.68% |
12.58% |
8.17% |
|
|
Parent Company |
Right-of-use in lease |
Network infrastructure |
Shops & kiosks and real estate |
Land (Network) |
Fiber |
Total |
Balances at December 31, 2021 |
3,048,509 |
541,312 |
1,504,233 |
1,400,999 |
6,495,053 |
Additions |
971,286 |
178,350 |
257,255 |
53,981 |
1,460,872 |
Remeasurement |
(19,018) |
(12,251) |
(10,300) |
(4,764) |
(46,333) |
Depreciation |
(396,869) |
(97,071) |
(169,830) |
(358,413) |
(1,022,183) |
Balances at September 30, 2022 |
3,603,908 |
610,340 |
1,581,358 |
1,091,803 |
6,887,409 |
|
|
|
|
|
|
Useful life - % |
11.47% |
10.44% |
11.44% |
7.18% |
|
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
|
Consolidated |
Right-of-use in lease |
Network infrastructure |
Shops & kiosks and real estate |
Land (Network) |
Fiber |
Total |
Balances at December 31, 2021 |
3,048,509 |
541,312 |
1,504,233 |
1,400,999 |
6,495,053 |
Opening balance |
2,143,142 |
- |
786,307 |
- |
2,929,449 |
Additions |
972,905 |
178,350 |
257,255 |
53,982 |
1,462,492 |
Remeasurement |
(19,018) |
(12,251) |
(10,300) |
(4,764) |
(46,333) |
Depreciation |
(743,788) |
(97,071) |
(258,764) |
(358,413) |
(1,458,036) |
Balances at September 30, 2022 |
5,401,750 |
610,340 |
2,278,731 |
1,091,804 |
9,382,625 |
|
|
|
|
|
|
Annual depreciation rates |
12.08% |
10.44% |
12.06% |
7.18% |
|
|
|
Annual fee % |
Commutation/transmission equipment |
|
08–14.29 |
Fiber optic cables |
|
4–10 |
Leased handsets |
|
14.28–50 |
Infrastructure |
|
4–20 |
Informatics assets |
|
10–20 |
General use assets |
|
10–20 |
In 2022, pursuant to IAS 16 / CPC 27, approved by a CVM Deliberation 73,
the Company assessed the useful life estimates for their property, plant and equipment, concluding that there were no significant changes
or alterations to the circumstances on which the estimates were based that would justify changes to the useful lives currently in use.
Intangible assets are measured at historical cost less accumulated amortization
and impairment losses (if applicable) and reflect: (i) the purchase of authorizations and rights to use radio frequency bands, and (ii)
software in use and/or development. Intangible assets also include: (i) infrastructure right-of-use of other companies, and (ii) goodwill
on expectation of future profits in purchases of companies.
Amortization charges are calculated using the straight-line method over
the estimated useful life of the assets contracted and over the terms of the authorizations. The useful life estimates of intangible assets
are reviewed regularly.
Financial charges on funds raised generically (with no specific allocation),
used to obtain a qualifying asset, which is an asset that necessarily demands a substantial period of time to become ready for intended
use is capitalized as part of this asset’s cost when it is probable that will result in future economic benefits to the Entity and
such costs can be reliably measured. Within this concept, we had the capitalization of charges for the 700MHz 4G license between 2014
and 2019 and we had the capitalization of charges on the acquisition of the 5G license for the radio frequency not readily available and
other obligations related to such radio frequency between 2021 and 2023. This capitalization occurred when the asset was considered available
for use by Management. As of the second quarter of 2023, the capitalization of interest and charges on this asset ended. These costs are
amortized over the estimated useful lives.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The values of permits for the operation of SMP and rights to use radio
frequencies, as well as software, goodwill and others are demonstrated as follows:
The cost of intangible assets acquired in a business combination corresponds
to their fair value at acquisition date. After the initial recognition, the intangible assets are stated at cost, less accumulated amortization
and impairment losses.
Intangible assets with undefined useful lives are not amortized but tested
for impairment on an annual basis, individually or at cash generating unit level.
| (a) | Changes in intangible assets |
|
Parent Company |
|
Balance in December
2022 |
Additions/ Amortization |
Addition by merger |
Write-offs |
Transfers |
Capitalized interest |
Balance in September
2023 |
|
Total cost of intangible assets, gross |
38,732,905 |
703,496 |
6,446,789 |
(489) |
- |
95,678 |
45,978,379 |
Software licenses |
20,876,377 |
- |
1,366,860 |
(185) |
692,564 |
- |
22,935,616 |
Authorizations |
11,250,610 |
8,843 |
4,598,839 |
- |
2,895,712 |
- |
18,754,004 |
Goodwill |
3,112,169 |
- |
- |
- |
- |
- |
3,112,169 |
Infrastructure right-of-use - LT Amazonas |
201,778 |
- |
- |
- |
5,811 |
- |
207,589 |
List of customers |
- |
- |
253,629 |
- |
- |
- |
253,629 |
Other assets |
339,417 |
- |
227,461 |
(304) |
6,786 |
- |
573,360 |
Intangible assets under development |
2,952,554 |
694,653 |
- |
- |
(3,600,873) |
95,678 |
142,012 |
|
|
|
|
|
|
|
|
Total accumulated amortization |
(25,730,124) |
(1,373,330) |
(3,102,345) |
367 |
- |
- |
(30,205,432) |
Software licenses |
(18,454,058) |
(736,418) |
(1,355,500) |
185 |
- |
- |
(20,545,791) |
Authorizations |
(6,984,930) |
(584,917) |
(1,586,245) |
- |
- |
- |
(9,156,092) |
Infrastructure right-of-use - LT Amazonas |
(86,488) |
(7,987) |
- |
- |
- |
- |
(94,475) |
List of customers |
|
(16,554) |
(30,312) |
- |
- |
- |
(46,866) |
Other assets |
(204,648) |
(27,454) |
(130,288) |
182 |
- |
- |
(362,208) |
|
|
|
|
|
|
|
|
Total intangible assets, net |
13,002,781 |
(669,834) |
3,344,444 |
(122) |
- |
95,678 |
15,772,947 |
Software licenses(c) |
2,422,319 |
(736,418) |
11,360 |
- |
692,564 |
- |
2,389,825 |
Authorizations(f) |
4,265,680 |
(576,074) |
3,012,594 |
- |
2,895,712 |
- |
9,597,912 |
Goodwill(d) |
3,112,169 |
- |
- |
- |
- |
- |
3,112,169 |
Infrastructure right-of-use - LT Amazonas(e) |
115,290 |
(7,987) |
- |
- |
5,811 |
- |
113,114 |
List of customers |
- |
(16,554) |
223,317 |
- |
|
|
206,763 |
Other assets |
134,769 |
(27,454) |
97,173 |
(122) |
6,786 |
- |
211,152 |
Intangible assets under development |
2,952,554 |
694,653 |
- |
- |
(3,600,873) |
95,678 |
142,012 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
|
Parent Company |
|
Balance in December
2021 |
Additions/ Amortization |
Write-offs |
Transfers |
Balance in September
2022 |
|
Total cost of intangible assets, gross |
34,630,541 |
3,252,630 |
(3,200) |
- |
37,879,971 |
Software licenses |
19,911,004 |
- |
- |
701,387 |
20,612,391 |
Authorizations |
11,151,497 |
30,699 |
(3,200) |
17,123 |
11,196,119 |
Goodwill |
475,743 |
2,195,091 |
- |
- |
2,670,834 |
Infrastructure right-of-use - LT Amazonas |
186,221 |
- |
- |
15,557 |
201,778 |
Other assets |
333,116 |
- |
- |
5,001 |
338,117 |
Intangible assets under development |
2,572,960 |
1,026,840 |
- |
(739,068) |
2,860,732 |
|
|
|
|
|
|
Total accumulated amortization |
(24,045,462) |
(1,267,843) |
3,200 |
- |
(25,310,105) |
Software licenses |
(17,432,018) |
(770,747) |
- |
- |
(18,202,765) |
Authorizations |
(6,357,666) |
(470,807) |
3,200 |
- |
(6,825,273) |
Infrastructure right-of-use - LT Amazonas |
(76,697) |
(7,204) |
- |
- |
(83,901) |
Other assets |
(179,081) |
(19,085) |
- |
|
(198,166) |
|
|
|
|
|
|
Total intangible assets, net |
10,585,079 |
1,984,787 |
- |
- |
12,569,866 |
Software licenses(c) |
2,478,986 |
(770,747) |
- |
701,387 |
2,409,626 |
Authorizations(f) |
4,793,831 |
(440,108) |
- |
17,123 |
4,370,846 |
Goodwill(d) |
475,743 |
2,195,091 |
- |
- |
2,670,834 |
Infrastructure right-of-use - LT Amazonas(e) |
109,524 |
(7,204) |
- |
15,557 |
117,877 |
Other assets |
154,035 |
(19,085) |
- |
5,001 |
139,951 |
Intangible assets under development |
2,572,960 |
1,026,840 |
- |
(739,068) |
2,860,732 |
The intangible assets in progress represent the cost of projects in progress
related to the intangible assets in the period of their construction and installation, until the moment they come into operation, when
they will be transferred to the corresponding accounts of these assets. From December 2021 to April 2023 includes the amounts for acquisition
values of the 5G License, which were transferred to goods in service (“Authorizations”) in April 2023, as per note 16.f.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
|
Consolidated |
|
Balance in December
2021 |
Additions/ Amortization |
Write-offs |
Transfers |
Acquisitions of subsidiary (Note 1.2.1) |
Balance in September
2022 |
|
Total cost of intangible assets, gross |
34,630,541 |
3,252,632 |
(3,200) |
- |
7,271,148 |
45,151,121 |
Software licenses |
19,911,004 |
- |
- |
701,387 |
1,366,860 |
21,979,251 |
Authorizations |
11,151,497 |
30,699 |
(3,200) |
17,123 |
4,596,210 |
15,792,329 |
Goodwill |
475,743 |
2,195,091 |
- |
- |
- |
2,670,834 |
Infrastructure right-of-use - LT Amazonas |
186,221 |
- |
- |
15,557 |
- |
201,778 |
Other assets |
333,116 |
- |
- |
5,001 |
1,308,078 |
1,646,195 |
Intangible assets under development |
2,572,960 |
1,026,842 |
- |
(739,068) |
- |
2,860,734 |
|
|
|
|
|
|
|
Total accumulated amortization |
(24,045,462) |
(1,378,406) |
3,200 |
- |
(3,780,967) |
(29,201,635) |
Software licenses |
(17,432,018) |
(775,944) |
- |
- |
(1,347,360) |
(19,555,322) |
Authorizations |
(6,357,666) |
(562,803) |
3,200 |
- |
(1,381,802) |
(8,299,071) |
Infrastructure right-of-use - LT Amazonas |
(76,697) |
(7,204) |
- |
- |
- |
(83,901) |
Other assets |
(179,081) |
(32,455) |
- |
|
(1,051,805) |
(1,263,341) |
|
|
|
|
|
|
|
Total intangible assets, net |
10,585,079 |
1,874,226 |
- |
- |
3,490,181 |
15,949,485 |
Software licenses(c) |
2,478,986 |
(775,944) |
- |
701,387 |
19,500 |
2,423,929 |
Authorizations(f) |
4,793,831 |
(532,104) |
- |
17,123 |
3,214,408 |
7,493,257 |
Goodwill(d) |
475,743 |
2,195,091 |
- |
- |
- |
2,670,834 |
Infrastructure right-of-use - LT Amazonas(e) |
109,524 |
(7,204) |
- |
15,557 |
- |
117,877 |
Other assets |
154,035 |
(32,455) |
- |
5,001 |
256,273 |
382,854 |
Intangible assets under development |
2,572,960 |
1,026,842 |
- |
(739,068) |
- |
2,860,734 |
|
|
|
|
|
|
|
In September 2022, the allocation process related to the business
combination (PPA – Purchase Price Allocation) was in progress, the definite amounts, described in note 1.2, being obtained
in December 2022. In September 2022, the Company recorded net intangible assets of R$ 3,490,181, however, at the end of
the PPA valuation in December 2022, the balance of net intangible assets as of the acquisition date was set at R$ 3,599,811.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
(b) Amortization rates
|
Annual fee % |
|
|
Software licenses |
20 |
Authorizations |
5–50 |
Right to use infrastructure |
5 |
Other assets |
7–10 |
(c) Software licenses
Software maintenance costs are recognized as an expense, as incurred. Development
costs that are directly attributable to software product design and testing, and are identifiable and exclusive, controlled by the Group,
are recognized as intangible assets when the capitalization criteria are met.
Directly attributable costs that are capitalized as part of the software
product are related to employee costs directly allocated in its development.
(d) Goodwill registered
The Company has the following goodwill, based on
the expected future profitability on September 30, 2023 and December 31, 2022.
Goodwill on the acquisition of Cozani
As described in Note 1.2.1, in April 2022 the
Company acquired 100% of Cozani, with a total consideration paid of R$ 7,211,585 and identifiable assets, net of liabilities assumed,
at a fair value of R$ 4,575,159. Therefore, having a remaining amount of goodwill allocated from R$ 2,636,426, which
is recorded on September 30, 2023 and December 31, 2022.
The Company
describes the accounting practice adopted in business combinations in the Note 2e that initially, goodwill is initially measured
as being the excess of consideration transferred in relation to net assets acquired (acquired identifiable assets and assumed liabilities).
After initial
recognition, the goodwill is carried at cost less impairment losses (if any). For purposes of impairment testing, goodwill acquired in
a business combination is, as of the acquisition date, allocated to the respective cash-generating units that are expected to benefit
from the combination. In the case of the TIM group, the goodwill was allocated to the mobile cash generating unit, which is the only one
identified so far.
Goodwill from TIM Fiber SP and TIM Fiber RJ acquisitions
– TIM Celular S.A. (merged by Intelig, current TIM S.A.) acquired, at the end of 2011, the companies Eletropaulo Telecomunicações
Ltda. (which subsequently had its trade name changed to TIM Fiber SP Ltda. – “TIM Fiber SP”) and AES Communications
Rio de Janeiro S.A. (which subsequently had its trade name changed to TIM Fiber RJ S.A. – “TIM Fiber RJ”). These companies
were SCM providers in the main municipalities of the Greater São Paulo and Greater Rio de Janeiro areas, respectively. TIM Fiber
SP Ltda. and TIM Fiber RJ. S.A. were merged into TIM Celular S.A. on August 29, 2012. TIM Celular S.A. recorded the goodwill allocation
related to the purchase of the companies TIM Fiber SP and TIM Fiber RJ, at the end of the purchase price allocation process, in the amount
of R$ 1,159,649.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
In November 2021, the Company concluded the drop-down of liquid assets
related to the residential broadband business linked to the secondary network infrastructure to the wholly-owned subsidiary FiberCo and
sold 51% of the equity interest in FiberCo, currently named I- Systems, on behalf of IHS. Currently, due to the closing of the transaction,
TIM S.A. wrote-off about 90% of the total goodwill recorded in the acquisition of TIM Fiber SP Ltda. and TIM Fiber RJ S.A. in the
amount of R$ 1,051,477. As a result, IHS currently holds 51% of the share capital of I-Systems, with TIM S.A. having a minority
(non-controlling) interest of 49% in I-Systems. Consequently, with the closing of this deal in November 2021, the goodwill initially recorded
on the acquisition of the companies Fiber RJ and Fiber SP was reduced to R$ 108,171 and this balance was recorded on September 30,
2023 and December 31, 2022.
On August 31, 2020, with the merger of TIM Participações
S.A. by TIM S.A., the Company recorded the goodwill arising from the merger of the net assets of TIM Participações, which
were originated in acquisition transactions as described below:
Goodwill acquisition of "Intelig" by
TIM Participações – the goodwill arising from the acquisition of TIM S.A. (formerly ”Intelig")
in December 2009 in the amount of R$ 210,015 is represented/based on the expectation of future profitability of the Company. Its
recoverability is tested annually, through the impairment testing.
Goodwill from the acquisition of minority interests in TIM Sul and TIM
Nordeste – TIM Participações S.A. (merged by TIM S.A. in August 2020) acquired in 2005, all the shares of the
minority shareholders of TIM Sul and TIM Nordeste, in exchange for shares issued by TIM Participações, converting these
companies into full subsidiaries. The goodwill resulting from this transaction amounted to R$ 157,556.
Impairment test
As required by the accounting standard, the Company tests goodwill
on business combinations.
The methodology and assumptions used by Management for the aforementioned
impairment test is summarized below:
The Management of the Company understands that the smallest unit generating
cash for impairment testing of goodwill in the acquisition of the companies previously described covers the business at the consolidated
level, therefore it covers the consolidated group. This methodology is aligned with the company's strategic direction. It is important
highlighting that the group’s results are essentially represented by TIM S.A., but with the acquisition of Cozani in 2022, it started
generating results in the TIM S.A. as of April 30, 2022. The Company understands that the consolidated results of TIM S.A. represent a
single cash-generating unit for purposes of impairment testing of assets with indefinite useful lives, in accordance with IAS 36/CPC 01.
On December 31, 2022, the impairment test was performed by comparing
the book value with the fair value minus the disposal costs of the asset, as foreseen in IAS 36 / CPC 01.
For the calculation of fair value, the level of hierarchy within which
the measurement of the fair value of the asset (cash generating unit) is classified was considered. For the company, as there is only
one CGU this was classified in its entirety as Level 1, for the disposal costs we consider that it is irrelevant considering the variation
between the fair value level 1 and the book value of the cash generating unit.
The fair value of Level 1 financial instruments comprises the instruments
traded in active markets and based on quoted market prices on the balance sheet date. A market is considered active when the quoted prices
are readily and regularly available from an Exchange, distributor, broker, industry group, pricing service or regulatory agency, and
these prices represent actual market transactions which occur regularly on a purely commercial basis.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Company’s shares are traded on B3 – Brasil, Bolsa, Balcão
(“B3”) with code (TIMS3) and have a regular trading volume that allows the measurement (Level 1) as the product between the
quoted price for the individual asset or liability and the amount held by the entity.
In 2022, the measurement was made based on the value of the share at the
balance sheet closing date and sensitivity tests were also performed and in none of the scenarios was identified any indication of impairment,
being the fair value determined higher than the book value. Therefore, being the fair value higher than the book value, it is not necessary
to calculate the value in use. Therefore, the calculations carried out at the consolidated level essentially contemplate the results and
accounting balances of TIM S.A., so the management of the Company concludes that the use of the fair value less of cost of sales
methodology is adequate to conclude that there is no provision for impairment since the fair value less the cost of sales is higher than
the total book value of the cash generating unit.
On September 30, 2023, the Company carried out the analysis of all tangible,
intangible assets and investments and did not identify any impairment indicators.
(e) Infrastructure right-of-use - LT Amazonas
The company has signed infrastructure rights agreements with companies
that operate electricity transmission lines in the Northern Region of Brazil. These contracts fall within the scope of IFRIC 4 / ICPC
3 as financial commercial leases.
Additionally, the Company has signed network infrastructure sharing agreements
with Telefónica Brasil S.A., also in the North Region. In these, the two operators optimize resources and reduce their respective
operating costs.
(f) Authorizations
4G License
In this item are recorded the values related to the
acquisition of Lot 2 in the auction of the 700 MHz band in the amount of R$ 1,739 million, in addition to the costs related to the
cleaning of the frequency of the 700 MHZ band acquired, which totaled R$ 1,199 million, in nominal values. As it is a long-term obligation,
the amount payable of R$ 1,199 million was reduced by R$ 47 million by applying the concept of adjustment to present value (“AVP”).
The aforementioned license fell under the concept of qualifying asset. Consequently, the financial charges on resources raised without
a specific destination, used for the purpose of obtaining a qualifying asset, were capitalized between the years 2014 and 2019.
5G License
In 2021, there was a record regarding the acquisition
of the 5th Generation (“5G”) mobile telephony radio frequencies.
In November 2021, TIM participated in the 5G Auction
and was the winner of several lots in the 2.3GHz, 3.5Ghz and 26Ghz radio frequency bands. These licenses will be paid over a period of
10 to 20 years, subject to restatement at the Selic rate. In December 2021, the Company signed the Terms of Authorization for these radio
frequencies, generating the accounting of an intangible asset related to the licenses in the amount of R$ 884 million and the obligations
related to said licenses (among them, disbursements with costs of the public notice and disbursement obligations with the management
entities described below) in the amount of R$ 2,680 million.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Aiming
to fulfill the additional obligations, the Company foresees, according to the notice, that there will the constitution of managing entities,
which are only intended to fulfill the commitments provided for in the Auction. The companies that win the Auction must disburse only
the amounts provided for in the public notice so that such entities comply with the defined obligations. There are additional obligations
provided for related to 3.5GHz radio frequency (the band cleaning obligation, interference solution, among others), which must be complied
with by the Band Management Entity (“EAF”), and related to 26GHz radio frequency (connectivity project for public schools),
which must be complied with by the Entity Managing the Connectivity of Schools (“EACE”).
On the signature date of the terms, in December 2021,
the 2.3GHz and 26GHz radio frequencies were readily available for use by the Company (operating assets), generating the registration in
2021 in “Authorizations” of the amounts related to the licenses (R$ 614 million) and the obligations related to the 26GHz
license, which will be fulfilled through EACE (R$ 550 million). The disbursements with EACE (R$ 633 million), provided for in
the Public Notice, will occur in 5 semi-annual installments between 2022 and 2024, and are monetarily restated by the IGP-DI. The Company
evaluated the application of the concept of adjustment to present value (“AVP”) upon initial recognition (R$ 83 million).
The 3.5GHz radio frequency was not readily available, requiring spectrum
cleaning activities to be available for use, and, thus, it was registered in assets in progress (R$ 270 million). Therefore, the
obligations related to this activity, to be carried out by EAF (R$ 2,104 million) were also recorded under assets in progress. The
disbursements with the EAF, as provided for in the Public Notice, were restated by the IGP-DI until the disbursement dates. Such disbursements
took place in 2 installments in 2022 (R$ 1,090 million in February and R$ 1,133 million in May) to EAF.
Furthermore, as described above, the Company capitalizes
loan costs for qualifying assets that require a substantial period of time to be in a condition for use as intended by Management. This
concept includes the 3.5GHz radio frequency. On September 30, 2023, the Company recorded R$ 95 million in intangible assets referring
to interest calculated based on the Selic rate (R$ 259 million in 2022) incurred on the 3.5GHz radio frequency and did not capitalize
the inflation adjustments of amounts due to EAF in 2023 since there is no further balance to disburse with this entity (R$ 99 million
in 2022). These balances were recorded as goods in progress until the asset was available for the use intended by Management. In the second
quarter of 2023, the asset was considered available for use by the Company, ceasing such capitalization. Thus, the transfer of goods in
progress to the line of authorizations in service was carried out.
Thus, the total effect on the Company’s intangible
assets on September 30, 2023 referring to 5G radio frequencies and related obligations was R$ 3,930 million (R$ 3,866 million
in 2022) and there are no more balances of assets in progress relating to 5G licenses on September 30, 2023 (R$ 2,753 million in
2022) and R$ 3,930 million in Authorizations (R$ 1,113 million in 2022).
When entering into a contract, the Company assesses whether the contracts
signed are (or contain) a lease. An agreement is (or contains) a lease if it transmits the right to control the use of an identified asset
for a period of time in exchange for consideration.
Leases whose the Company is a lessee are capitalized at the lease's commencement
at the lower of the fair value of the leased asset (right-of-use) and the present value of payments provided for in contract, and lease
liability as a counterparty. Interest related to the leases is taken to income as financial costs over the term of the contract.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Leases in which the Company, as a lessor, transfers substantially all the
risks and rewards of ownership to the other party (lessee) are classified as finance leases. These lease values are transferred from the
intangible assets of the Company and are recognized as a lease receivable at the lower of the fair value of the leased item and/or the
present value of the receipts provided for in the agreement. Interest related to the lease is taken to income as financial revenue over
the contractual term.
Asset leases are financial assets or liabilities classified and/or measured
at amortized cost.
Assets
|
|
Parent Company |
|
Consolidated |
|
|
September 2023 |
|
December 2022 |
|
December 2022 |
LT Amazonas |
|
180,005 |
|
179,305 |
|
179,305 |
Sublease “resale stores” – IFRS 16 |
|
59,680 |
|
59,341 |
|
59,341 |
|
|
239,685 |
|
238,646 |
|
238,646 |
|
|
|
|
|
|
|
Current portion |
|
(29,663) |
|
(30,643) |
|
(30,643) |
Non-current portion |
|
210,022 |
|
208,003 |
|
208,003 |
The table below presents the schedule of cash receipts for the agreement
currently in force, representing the estimated receipts (nominal values) in the signed agreements. These balances differ from those shown
in the books since, in the case of the latter, the amounts are shown at present value.
|
Until September 2024 |
October 2024 to September 2029 |
October 2029 onwards |
Nominal values |
Present value |
|
56,214 |
201,508 |
121,545 |
379,267 |
239,685 |
LT Amazonas(i) |
30,669 |
155,509 |
121,126 |
307,304 |
180,005 |
Sublease “resale stores” – IFRS 16 |
25,545 |
45,999 |
419 |
71,963 |
59,680 |
(i) LT Amazonas
As a result of the contract signed with LT Amazonas, the Company signed
network infrastructure sharing agreements with Telefónica Brasil S.A. In these agreements, the company and Telefónica Brasil
S.A. share investments made in the Northern Region of Brazil. The company has monthly amounts receivable from Telefónica Brasil
S.A. for a period of 20 years, adjusted annually by the IPC-A. The discount rate used to calculate the present value of the installments
due is 12.56% per annum, considering the date of signing the agreement.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
(ii) Subleases - Stores - IFRS 16
The Company, due to sublease agreements for third parties in some of its
stores, recognized the present value of short and long term receivables, which are equal in value and term to the liability cash flows
of the contracts called “resale stores”. The impact on lease liabilities is reflected in the group “Leases - Shops
& Kiosks and Real Estate”.
Liabilities
|
|
Parent Company |
|
Consolidated |
|
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
|
LT Amazonas(i) |
|
331,272 |
|
327,505 |
|
327,505 |
Sale of towers (leaseback)(ii) |
|
1,696,921 |
|
1,730,214 |
|
1,730,214 |
Other(iv) |
|
151,395 |
|
158,314 |
|
158,314 |
Subtotal |
|
2,179,588 |
|
2,216,033 |
|
2,216,033 |
|
|
|
|
|
|
|
Other leases:(iii) |
|
|
|
|
|
|
Leases – Network Infrastructure |
|
5,717,363 |
|
4,084,433 |
|
6,123,914 |
Leases - Shops & kiosks & real estate |
|
848,562 |
|
746,028 |
|
746,028 |
Leases - Land (Network) |
|
2,961,082 |
|
1,820,804 |
|
2,664,315 |
Leases – Fiber |
|
899,165 |
|
1,081,575 |
|
1,081,575 |
Subtotal leases IFRS 16 / CPC 06 (R2) |
|
10,426,172 |
|
7,732,840 |
|
10,615,832 |
Total |
|
12,605,760 |
|
9,948,873 |
|
12,831,865 |
|
|
|
|
|
|
|
Current portion |
|
(1,912,039) |
|
(1,353,869) |
|
(2,257,211) |
Non-current portion |
|
10,693,721 |
|
8,595,004 |
|
10,574,654 |
The amount of interest paid in the period ended September 30, 2023
related to IFRS 16 / CPC 06 (R2) is R$ 843,404 (R$ 1,001,311 in the year ended December 31, 2022).
In accordance with CPC 15 (R1), in a business combination, lease liabilities
must be measured at the present value of the remaining lease balance as if the lease agreement acquired was a new lease agreement on the
acquisition date. The impact on Lease Liabilities on the acquisition date (April 20, 2022) was R$ 2,929,449 (Note 1.2.1).
In 2023, the amount of R$ 155 million was paid, referring to
fines applied related to the decommissioning process of sites acquired from Cozani (merged on April 01, 2023).
Changes to the lease liabilities are shown in note 37.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The table below presents the future payment schedule for the agreements
in force, representing the estimated disbursements (nominal values) in the signed agreements. These nominal balances differ from those
shown in the books since, in the case of the latter, the amounts are shown at present value:
Parent Company
|
Until September 2024 |
October 2024 to September 2029 |
October 2029 onwards |
Nominal values |
Present value |
Total - Lease liability |
3,017,063 |
8,859,685 |
9,018,491 |
20,895,239 |
12,605,760 |
|
|
|
|
|
|
LT Amazonas(i) |
69,457 |
295,376 |
230,233 |
595,066 |
331,272 |
Sale and leaseback of Towers(ii) |
379,282 |
1,451,710 |
1,622,794 |
3,453,786 |
1,696,921 |
Other(iii) |
38,997 |
145,602 |
11,579 |
196,178 |
151,395 |
|
|
|
|
|
|
Total other leases(iv) |
2,529,327 |
6,966,997 |
7,153,885 |
16,650,209 |
10,426,172 |
Leases – Network infrastructure |
1,259,331 |
4,037,680 |
4,082,157 |
9,379,168 |
5,717,363 |
Leases - Shops & kiosks & real estate |
207,311 |
582,634 |
593,404 |
1,383,349 |
848,562 |
Leases - Land (Network) |
564,894 |
1,845,060 |
2,477,440 |
4,887,394 |
2,961,082 |
Leases – Fiber |
497,791 |
501,623 |
884 |
1,000,298 |
899,165 |
i) LT Amazonas
The Company executed agreements for the right to use the infrastructure
of companies that operate electric power transmission lines in Northern Brazil (“LT Amazonas”). The terms of these agreements
are for 20 years, counted from the date on which the assets are ready to operate. The contracts provide for monthly payments to the electric
power transmission companies, restated annually at the IPCA.
The discount rate used to calculate the present value of the installments
due is 14.44% per annum, considering the signing date of agreements with transmission companies.
ii) Sale and leaseback of Towers
The Company entered into two Sales Agreements with American Tower do Brasil
Cessão de Infraestruturas Ltda. (“ATC”) in November 2014 and January 2015 for up to 6,481 telecommunications towers
then owned by TIM Celular, for an amount of approximately R$ 3 billion, and a Master Lease Agreement (“MLA”) for part
of the space on these towers for a period of 20 years from the date of transfer of each tower, under a sale and leaseback transaction,
with a provision for monthly rental amounts depending on the type of tower (greenfield or rooftop). The sales agreements provided for
the towers to be transferred in tranches to ATC, due to the need to meet certain conditions precedent.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
In total, 5,873 towers were transferred, being 54,336 and 5,483 in the
years 2017, 2016 and 2015, respectively. This transaction resulted in a sales amount of R$ 2,651,247, of which R$ 1,088,390
was booked as deferred revenue and will be amortized over the period of the contract (Note 23).
The discount rates used at the date of the transactions, ranging from 11.01%
to 17.08% per annum, were determined based on observable market transactions that the company (the lessee) would have to pay on a similar
lease and/or loan.
(iii) It is substantially represented by lease transactions in transmission
towers.
(iv) Other leases:
In addition to lease agreements mentioned above, the Company also has lease
agreements that qualify within the scope of IFRS 16 / CPC 06 (R2).
The present value, principal and interest value as of September 30, 2023
for the above contracts was estimated month-to-month, based on the average incremental rate of the Company’s loans, namely 14.00%
(13.24% in 2022).
Lease agreements within the scope of IFRS 16/CPC 06 (R2) acquired
through the acquisition from Cozani were remeasured on the acquisition date to reflect the Company’s expectation of the lease term
and average incremental rate of loans. The amount recorded on the acquisition date was R$ 2,929,449.
The lease amounts considered low-value or short-term (less than 12 months)
were recognized as rental expenses and totaled R$ 24,350 on September 30, 2023 (R$ 40,723 on December 31, 2022).
| 18. | Other amounts recoverable |
These refer to Fistel credit amounts arising from the reduction of the
customer base, which may be offset by future changes in the base, or used to reduce future obligations, and are expected to be used in
the reduction of the TFF contribution (operating supervision fee) due to Anatel.
On September 30, 2023, this credit is R$ 81,697 (R$ 26,519 on
December 31, 2022).
Accounts payable to suppliers are obligations payable for goods or services
that were acquired in the usual course of business. They are initially recognized at fair value and, subsequently, measured at amortized
cost using the effective interest rate method. Given the short maturity of these obligations, in practical terms, they are usually recognized
at the value of the corresponding invoice.
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
Suppliers |
3,853,828 |
|
4,385,356 |
|
4,237,229 |
|
|
|
|
|
|
Domestic currency |
3,438,009 |
|
4,089,977 |
|
3,940,624 |
Suppliers of materials and services (i) |
3,342,302 |
|
4,003,003 |
|
3,842,435 |
Interconnection(ii) |
64,430 |
|
64,228 |
|
67,724 |
Roaming(iii) |
69 |
|
603 |
|
1,857 |
Co-billing(iv) |
31,208 |
|
22,143 |
|
28,608 |
|
|
|
|
|
|
Foreign currency |
415,819 |
|
295,379 |
|
296,605 |
Suppliers of materials and services (i) |
182,101 |
|
161,042 |
|
161,042 |
Roaming(iii) |
233,718 |
|
134,337 |
|
135,563 |
|
|
|
|
|
|
Current portion |
3,853,828 |
|
4,385,356 |
|
4,237,229 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
(i) Represents the amount to be paid to suppliers in the acquisition of
materials and in the provision of services applied to the tangible and intangible asset or for consumption in the operation, maintenance
and administration, in accordance with the terms of the contract between the parties.
(ii) Refers to as the use of the network of other fixed and mobile operators
such cases where calls are initiated on the TIM network and terminated on the other operators.
(iii) Refers to calls made when the customer is outside their registration
area and is considered a visitor on the other network.
(iv) Refers to calls made by the customer when choosing another long-distance
operator.
The Company entered into contracts with banks to assist its suppliers who
requested drawee risk operations. In such operations, suppliers transfer their credit rights against the Company to the banks, with no
right of recourse, aiming to receive them in advance by applying a discount. After carrying out the operations, the Company currently
has the banks as creditors of the notes assigned by the suppliers in the original value and term of the assigned credit rights, without
any associated financial charge or benefit. Trade notes payable related to these operations remain classified under “suppliers”. On
September 30, 2023, the Company has approximately R$ 169 million (R$ 260 million as of December 31, 2022) related to the drawee
risk operation.
| 20. | Authorizations payable |
On September 30, 2023 and December 31, 2022, the Company and
its subsidiary have the following commitments with ANATEL:
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
Renewal of authorizations(i) |
185,476 |
|
216,627 |
|
231,801 |
Updated ANATEL liability(ii) |
225,591 |
|
186,307 |
|
186,307 |
Authorizations payable(iii) |
1,225,823 |
|
1,255,282 |
|
1,255,282 |
|
1,636,890 |
|
1,658,216 |
|
1,673,390 |
|
|
|
|
|
|
Current portion |
(518,654) |
|
(507,685) |
|
(507,685) |
Non-current portion |
1,118,236 |
|
1,150,531 |
|
1,165,705 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
| (i) | To provide the SMP, the Company obtained authorizations
of the right to use radio frequency for a fixed term, renewable.[13] In the option for the extension of the right of this use,
it is due the payment of the amount of 2% on the net revenue of the region covered by the authorization that ends each biennium. As of
September 30, 2023, the balances falling due related to the renewal of Authorizations were R$ 185,476 (R$ 216,627 as of December
31, 2022) and represented the amount of R$ 231,801 as of December 31, 2022 in the consolidated. |
| (ii) | On December 5, 2014, the company signed the authorization
term of the 700 MHz band and paid the equivalent of R$ 1,678 million, recording the remaining balance in the amount of R$ 61
million as commercial liability, according to the payment method provided for in the notice. |
On June 30, 2015, the company filed a lawsuit questioning the
collection of the excess nominal value of R$ 61 million, restated at GP-DI totaling R$ 184 million (R$ 186 million as of
December 31, 2022), which is still pending trial.
| (iii) | As described in Note 16.f, in November 2021,
TIM participated in the 5G Auction of the 2.3GHz, 3.5Ghz and 26Ghz radio frequency bands for the deployment of the 5th Generation mobile
telephony, winning several lots in these radio frequencies. In December 2021, the Terms of Authorization were signed, characterizing the
actual acquisition of the right over the lots of these radio frequencies. |
For the amounts related to radio frequencies (R$ 884 million
upon initial registration), Selic rate interest is levied, and the Company will make annual payments for a period of 20 years (1st
installment paid in December 2021 and 2nd installment paid in December 2022 in the amounts of R$ 46,274 and R$ 52,005,
respectively). Regarding amounts related to disbursement obligations with EAF and EACE entities (R$ 2,737 million upon initial registration,
of which R$ 2,654 million net of adjustment do present value), there is a monetary restatement by IGP-DI, and disbursements will
occur until 2024. The contributions to EAF were fully made in 2022 (R$ 1,090 million in February and R$ 1,133 million in May).
The first contribution from EACE took place in April 2022, in the amount of R$ 137 million; the first contribution to EACE took place
in October 2022, in the amount of R$ 134 million, while the third contribution took place in April 2023, in the amount of R$ 134
million (the three contributions totaled R$ 405 million).
On September 30, 2023, the outstanding balance, considering the
amounts related to radio frequencies and contributions to be made in the EACE entity, is R$ 1,225,823 million (R$ 1,255 million
as of December 31, 2022).
The authorizations payable on September 30, 2023 due in long-term
is in accordance with the following schedule:
|
|
Parent Company |
|
|
September 2023 |
2024 |
|
249,418 |
2025 |
|
57,479 |
2026 |
|
57,479 |
2027 |
|
57,479 |
2028 |
|
57,479 |
2029 |
|
57,479 |
2030 |
|
57,479 |
>2031 |
|
523,944 |
|
|
1,118,236 |
[13] The renewal time varies according to the bid notice and extension conditions
approved by the Agency.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The primary authorizations held by TIM S.A. on September 30, 2023, as well
as their expiration dates, are shown in the table below:
|
|
Expiry
date |
Terms
of authorization |
800
MHz,
900 MHz and
1,800 MHz |
Additional
frequencies
1800 MHz |
1900
MHz and
2100 MHz
(3G) |
2500
MHz
V1 band
(4G) |
2500
MHz
(P band)
(4G) |
700
MHz
(4G) |
2.3
GHz
(5G) |
3.5
GHz
(5G) |
26
GHz
(5G) |
Amapá,
Roraima, Pará, Amazonas and Maranhão |
Mar 2031 |
Dec 2032 |
Apr 2038 |
Oct 2027 |
Part
of AR92 (PA), Feb 2024 |
Dec 2029
|
- |
Dec 2041 |
Dec 2031 |
Rio
de Janeiro and Espírito Santo |
Mar 2031 |
ES
- Dec 2032 |
Apr 2038 |
Oct 2027 |
Part
of AR21 (RJ), Feb 2024 |
Dec 2029 |
Dec 2041 |
Dec 2041 |
Dec 2031
(lots I&J) & Dec 2041 (lot H) |
Acre,
Rondônia, Mato Grosso, Mato Grosso do Sul, Tocantins, Distrito Federal, Goiás, Rio Grande do Sul (except county of Pelotas
and region) and municipalities of Londrina and Tamarana in Paraná |
Mar 2031 |
Dec 2032 |
Apr 2038 |
Oct 2027 |
Part
of AR61 (DF), Feb 2024 |
Dec 2029 |
South
– Dec 2041 |
Dec 2041 |
Dec 2031
(lots I&J) & Dec 2041 (lot H) |
São
Paulo |
Mar 2031 |
Previous
balance - December 2032 |
Apr 2038 |
Oct 2027 |
- |
Dec 2029 |
- |
Dec 2041 |
Dec 2031
(lots I&J) & Dec 2041 (lot H) |
Paraná
(except counties of Londrina and Tamarana) |
Nov 2028
(800MHz); Dec 2032 (900 & 1800MHz) |
Dec 2032 |
Apr 2038 |
Oct 2027 |
AR41,
except Curitiba and the Metropolitan Region, Feb 2024
AR41, Curitiba and Metropolitan
Region, July 2031 |
Dec 2029 |
Dec 2041 |
Dec 2041 |
Dec 2031
(lots I&J) & Dec 2041 (lot H) |
Santa
Catarina |
800
MHz – Nov 2028 1800 MHz – Dec 2032 |
Dec 2032 |
Apr 2038 |
Oct 2027 |
- |
Dec 2029 |
Dec 2041 |
Dec 2041 |
Dec 2031
(lots I&J) & Dec 2041 (lot H) |
Municipality
and region of Pelotas, in the state of Rio Grande do Sul |
800
MHz – Nov 2028 1800 MHz – Dec 2032 |
- |
Apr 2038 |
Oct 2027 |
- |
Dec 2029 |
Dec 2041 |
Dec 2041 |
Dec 2031
(lots I&J) & Dec 2041 (lot H) |
Pernambuco |
800
MHz – Nov 2028 1800 MHz – Dec 2032 |
- |
Apr 2038 |
Oct 2027 |
Part
of AR81, July 2031 |
Dec 2029 |
- |
Dec 2041 |
Dec 2031 |
Ceará |
800
MHz – Nov 2028 1800 MHz – Dec 2032 |
- |
Apr 2038 |
Oct 2027 |
- |
Dec 2029 |
- |
Dec 2041 |
Dec 2031 |
Paraíba |
800
MHz – Nov 2028 1800 MHz – Dec 2032 |
- |
Apr 2038 |
Oct 2027 |
- |
Dec 2029 |
- |
Dec 2041 |
Dec 2031 |
|
|
|
|
|
|
|
|
|
|
Rio
Grande do Norte |
800
MHz – Nov 2028 1800 MHz – Dec 2032 |
- |
Apr 2038 |
Oct 2027 |
- |
Dec 2029 |
- |
Dec 2041 |
Dec 2031 |
Alagoas |
Dec 2023 |
- |
Apr 2038 |
Oct 2027 |
- |
Dec 2029 |
- |
Dec 2041 |
Dec 2031 |
Piauí |
800
MHz – Nov 2028 1800 MHz – Dec 2032 |
- |
Apr 2038 |
Oct 2027 |
- |
Dec 2029 |
- |
Dec 2041 |
Dec 2031 |
Minas
Gerais (except the counties of Sector 3 of the PGO for 3G radio frequencies, leftovers and 5G) |
800
MHz – Nov 2028 1800 MHz – Dec 2032 |
Dec 2032 |
Apr 2038 |
Oct 2027 |
Part
of AR31, Feb 2030 |
Dec 2029 |
Dec 2041 |
Dec 2041 |
Dec 2031
(lots I&J) & Dec 2041 (lot H) |
Bahia
and Sergipe |
800
MHz – Nov 2028 1800 MHz – Dec 2032 |
- |
Apr 2038 |
Oct 2027 |
- |
Dec 2029 |
- |
Dec 2041 |
Dec 2031 |
Terms already renewed for 15 years.
Only complementary areas in specific states.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Considering the Acquisition and consequent dissolution of Cozani, the authorizations
held primarily by Cozani that currently make up the list of radio frequencies held by TIM, are shown in the table below:
|
Expiry date |
Terms of
Authorization |
900 MHz |
1,800 MHz |
Additional frequencies
1800 MHz |
1,900 MHz and
2,100 MHz |
2,500 MHz
V2 band |
SP (except AR 11) |
- |
Dec 2032 |
- |
- |
Oct 2027 |
SP (AR 11) |
|
Dec 2032 |
- |
- |
Oct 2027 |
Paraná and Santa Catarina |
Dec 2032 |
Dec 2032 |
- |
- |
Oct 2027 |
Acre, Rondônia, Mato Grosso, Tocantins, Distrito Federal |
Dec 2032 |
Dec 2032 |
Dec 2032 |
Apr 2038 |
Oct 2027 |
Rio Grande do Sul |
Dec 2032 |
- |
Dec 2032 |
- |
Oct 2027 |
Mato Grosso do Sul (Sector 22) and Goiás (Sector 25) |
Dec 2032 |
Dec 2032 |
- |
Apr 2038 |
Oct 2027 |
Mato Grosso do Sul (except Sector 22) and Goiás (except Sector 25) |
Dec 2032 |
Dec 2032 |
Dec 2032 |
Apr 2038 |
Oct 2027 |
Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas |
Mar 2031 |
Mar 2031 |
- |
- |
Oct 2027 |
Rio de Janeiro and Espírito Santo |
Mar 2031 |
- |
- |
- |
Oct 2027 |
Amazonas, Roraima, Amapá, Pará, Maranhão, Minas Gerais and Espírito Santo |
- |
Mar 2031 |
- |
- |
Oct 2027 |
Bahia, Sergipe, Rio de Janeiro and Minas Gerais |
- |
- |
- |
Apr 2038 |
Oct 2027 |
|
|
|
|
|
|
|
Terms already renewed for 15 years.
They are classified as financial liabilities measured at the amortized
cost, and represented by non-derivative financial liabilities that are usually traded before maturity.
In the initial recognition, they are recorded at the fair value and after
the initial recognition they are measured based on the effective interest rate method. Appropriations of financial expenses according
to the effective interest rate method are recognized in income (loss), under financial expenses.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
|
|
|
|
Parent Company |
Consolidated |
Description |
Currency |
Charges |
Maturity |
September 2023 |
December 2022 |
December 2022 |
KFW Finnvera(ii) |
USD |
Libor 6M+ 0.75% p.a. |
Jan 2024–Dec 2025 |
126,648 |
173,381 |
173,381 |
Scotia¹ (ii) |
USD |
1.2410–3.2300% p.a. |
Dec 2023–Apr 2024 |
1,515,537 |
1,568,683 |
1,568,683 |
BNP Paribas(ii) |
BRL |
7.0907% p.a. |
Jan 2024 |
506,007 |
515,265 |
515,265 |
Debêntures² (ii) |
BRL |
IPCA + 4.1682% p.a.(i) |
June 2028 |
1,863,091 |
1,771,797 |
1,771,797 |
BNDES(i) |
BRL |
IPCA + 4.2283% p.a. |
Nov 2031 |
391,918 |
394,139 |
394,139 |
BNB³ (i) |
BRL |
IPCA + 1.2228%–1.4945% |
Feb 2028 |
218,477 |
249,400 |
249,400 |
BNDES(i) |
BRL |
TJLP + 1.95% p.a. |
Aug 2025 |
215,389 |
297,160 |
297,160 |
Total |
|
|
|
4,837,067 |
4,969,825 |
4,969,825 |
|
|
|
|
|
|
|
Current |
|
|
|
(2,278,083) |
(1,264,967) |
(1,264,967) |
Non-current |
|
|
|
2,558,984 |
3,704,858 |
3,704,858 |
1 Rates on outstanding debts on 12/31/2022 with Scotia Bank are between
1.4748% and 3.2300% p.a.
2 The
automatic decrease of up to 0.25 bps is estimated in remunerative interest and will comply with sustainable targets established in the
indenture.
3 BNB interest rates already include a 15% discount for payment.
4 The debt with KFW Finninvera had its index amended, changing
from Libor to SOFR, with the first fixing valid from January/2024.
Guarantees
(i) Certain receivables from TIM S.A.;
(ii) Do not have a guarantee.
The Company's financing, contracted with BNDES, was obtained for the
expansion of the mobile telephone network and has restrictive contractual clauses that provide for the fulfilment of certain financial
and non-financial rates calculated every quarter. Financial indices are: (1) Shareholders' equity over total assets; (2) EBITDA on net
financial expenses; (3) Total financial debt on EBITDA and (4) Short-term net financial debt to EBITDA. The Company has been complying
with all the established ratios.
The table below shows the position of financing and available lines
of credit:
|
|
|
|
|
Remaining amount |
|
Type |
Currency |
Opening date |
Term |
Remaining value |
Amount used until September 30, 2023 |
BNB(i) |
IPCA |
Jan 2020 |
Dec 2023 |
752,479 |
503,351 |
249,128 |
Total R$: |
|
|
|
752,479 |
503,351 |
249,128 |
Objective:
(i) Support to TIM's investment plan for the years 2020 to 2022
in the region of operation of Banco do Nordeste do Brasil.
Company’s loans and financing on September 30, 2023 due in long-term
is in accordance with the following schedule:
2024 |
|
|
69,163 |
2025 |
|
|
201,646 |
2026 |
|
|
721,496 |
2027 |
|
|
721,496 |
2028 |
|
|
682,683 |
2029 |
|
|
55,714 |
2030 |
|
|
55,714 |
2031 |
|
|
51,072 |
|
|
|
2,558,984 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The nominal value of the loans and financing is consistent with their respective
payment schedule.
|
|
Nominal value |
|
|
|
2023 |
|
1,088,163 |
2024 |
|
1,259,083 |
2025 |
|
201,646 |
2026 |
|
721,496 |
2027 |
|
721,496 |
2028 |
|
682,683 |
2029 |
|
55,714 |
2030 |
|
55,714 |
2031 |
|
51,072 |
|
|
4,837,067 |
Fair value of loans
In Brazil, there is no consolidated long-term debt market with the characteristics
verified in the financing obtained from KFW Finnvera, which has the Finnish development agency Finnvera as guarantor. Both are financing
for the purchase of equipment and, therefore, have a character of subsidy and promotion of commercial activity between the company and
certain suppliers. For the purposes of fair value analysis, considering the characteristics of this transaction, the company understands
that its fair value is equal to that recorded on the balance sheet.
With respect to proceeds contracted with the Bank of Nova Scotia, BNP Paribas,
Debentures and BNDES and BNB, the fair value of these loans is considered to be the present value of the long position of the swap contracts
that protect the Company from changes in exchange rates and interest. The fair value of the operations on September 30, 2023 is,
respectively, R$ 1,497,688, R$ 520,367, R$ 1,800,113, R$ 372,491 and R$ 204,824.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
| 22. | Taxes, fees and contributions payable |
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
Taxes, fees and contributions payable |
2,780,833 |
|
2,140,218 |
|
2,291,267 |
|
|
|
|
|
|
Value-added tax on sales and services - ICMS |
202,476 |
|
212,043 |
|
222,120 |
ANATEL’s taxes and fees(i) |
2,372,329 |
|
1,698,025 |
|
1,798,967 |
Imposto sobre Serviço [Service tax] - ISS |
67,330 |
|
65,881 |
|
65,664 |
PIS / COFINS |
49,958 |
|
62,324 |
|
102,157 |
Other(ii) |
88,740 |
|
101,945 |
|
102,359 |
|
|
|
|
|
|
Current portion |
(2,769,485) |
|
(2,126,678) |
|
(2,277,727) |
Non-current portion |
11,348 |
|
13,540 |
|
13,540 |
(i) In 2020, to minimize the impacts of the pandemic, Provisional Act 952,
dated April 15, 2020, was enacted, authorizing the postponement of payment of taxes, such as TFF, Condecine and CFRP, in the amount of
R$ 790 million, to August 31, 2020.
In the 2020 amounts, the Company made a partial payment in the amount of
R$ 300 million referring to CFRP and Condecine, but due to a preliminary injunction in court, there was no need to pay the Fistel
(TFF) in the amount of R$ 490 million, which remains outstanding until the final and unappealable decision.
In 2021 and 2022, there were partial payments related to CRFP and Condecine
in the amount of R$ 300 million per annum and TFF payments remain suspended based on an injunction issued by the Regional Court of
the 1st Region. The suspended amounts are as follows: R$ 480 million in 2021 and R$ 482 million and R$ 104 million in 2022,
referring to TIM S.A. and Cozani, respectively.
Until December 31, 2022, there was the recognition of R$ 215.6 million
in default interest on Fistel (TFF) amounts related to fiscal years 2020, 2021 and 2022 with suspended payment by preliminary injunction
and R$ 52.6 million recorded in 2021 and R$ 163 million in 2022.
In 2023, the amount related to the principal of TFF is R$ 398 million
and there was recognition of R$ 178 million in interest for late payment on the Fistel amounts (TFF) for the years 2020, 2021, 2022
and 2023, adjusted until September 30, 2023.
(ii) The breakdown of this account mainly refers to the company's adhesion
to the Tax Recovery Program – REFIS from 2009 for payment of installments of the outstanding debts of federal taxes (PIS –
Social Integration Program, COFINS – Contribution to Social Security Financing, IRPJ – Corporate Income Tax and CSLL –
Social Contribution on Net Profit), whose final maturity will be on October 31, 2024.
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
Deferred revenues |
890,351 |
|
889,441 |
|
932,029 |
|
|
|
|
|
|
Prepaid services(i) |
186,649 |
|
151,355 |
|
193,944 |
Government grants(ii) |
- |
|
860 |
|
860 |
Anticipated revenues |
40,245 |
|
43,561 |
|
43,561 |
Deferred revenues on sale of towers(iii) |
640,159 |
|
680,731 |
|
680,731 |
Contractual liabilities(iv) |
23,298 |
|
12,934 |
|
12,933 |
|
|
|
|
|
|
Current portion |
(263,724) |
|
(222,829) |
|
(265,417) |
Non-current portion |
626,627 |
|
666,612 |
|
666,612 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
(i) Referring to the recharge of voice credits and data not yet used by
customers relating to prepaid system services that are appropriate to the result when the actual use of these services by customers.
(ii) Referring to the release of resources related to the financing line
with BNDES (Investment Support Program-BNDES PSI). The sum of grants granted by BNDES up to September 30, 2023 is R$ 203 million.
The Company has no outstanding balances as of September 30, 2023 (R$ 860 as of December 31, 2022). This amount was amortized by the
lifespan of the financed asset and was appropriated in the group of “other net revenues (expenses)” (note 30).
(iii) Referring to the amount of revenue to be appropriated by the sale
of the towers (note 17).
(iv) Contracts with customers. The table below includes information on
the portion of trade accounts receivable, from which contractual assets and liabilities originate.
The balances on September 30, 2023 and December 31, 2022, presented below,
represent the individual and consolidated amounts.
|
September 2023 |
|
December 2022 |
|
|
|
|
Accounts receivable included in trade accounts receivable |
2,345,113 |
|
2,182,403 |
Contractual assets |
15,579 |
|
19,828 |
Contractual liability |
(23,298) |
|
(12,934) |
The contracts with customers gave rise to the allocation of discounts under
combined loyalty offers, where the discount may be given on equipment and / or service, generating a contractual asset or liability, respectively,
depending on the nature of the offer in question.
Summary of the main variations in the period.
|
Contractual assets (liabilities) |
|
|
Balance on January 01, 2023 |
6,894 |
Additions |
114 |
Write-offs |
(14,727) |
Balance on September 30, 2023 |
(7,719) |
The balances of contractual assets and liabilities that represent the individual and consolidated
balances are expected to be realized according to the table below:
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
|
2023 |
2024 |
2025 |
Contractual assets (liabilities) |
601 |
(2,721) |
(5,599) |
|
|
|
|
|
|
|
|
The Company in line with paragraph 121 of IFRS 15, is not presenting
the effects of information on customer contracts with terms of duration of less than 1 year.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
| 24. | Provision for legal and administrative proceedings |
The Company is an integral part in judicial and administrative
proceedings in the civil, labor, tax and regulatory spheres, which arise in the normal course of its business.
The provision is constituted based on the opinions of the company's legal
advisors and management, for amounts considered sufficient and adequate to cover losses and risks considered probable. Situations where
losses are considered probable and possible are recorded and disclosure, respectively, by their updated values, and those in which losses
are considered remote are not disclosed.
The provision for judicial and administrative proceedings constituted,
updated, is composed as follows:
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
Provision for legal and administrative proceedings |
1,343,521 |
|
1,112,153 |
|
1,112,156 |
|
|
|
|
|
|
Civil(a) |
499,370 |
|
392,972 |
|
392,976 |
Labor(b) |
212,014 |
|
214,450 |
|
214,450 |
Tax(c) |
599,531 |
|
473,391 |
|
473,390 |
Regulatory(d) |
32,606 |
|
31,340 |
|
31,340 |
The changes in the provision for judicial and administrative proceedings
are summarized below:
|
Dec 2022 |
|
Additions, net of reversals |
|
Payments |
|
Inflation adjustment |
|
Sep 2023 |
|
|
|
|
|
|
|
|
|
|
|
1,112,156 |
|
258,903 |
|
(274,238) |
|
246,700 |
|
1,343,521 |
|
|
|
|
|
|
|
|
|
|
Civil(a) |
392,976 |
|
127,619 |
|
(165,601) |
|
144,376 |
|
499,370 |
Labor(b) |
214,450 |
|
64,627 |
|
(98,348) |
|
31,285 |
|
212,014 |
Tax(c) |
473,390 |
|
62,929 |
|
(6,400) |
|
69,612 |
|
599,531 |
Regulatory(d) |
31,340 |
|
3,728 |
|
(3,889) |
|
1,427 |
|
32,606 |
|
Dec 2021 |
|
Additions, net of reversals |
|
Payments |
|
Inflation adjustment |
|
Sep 2022 |
|
|
|
|
|
|
|
|
|
|
|
960,881 |
|
184,092 |
|
(193,777) |
|
111,633 |
|
1,062,829 |
|
|
|
|
|
|
|
|
|
|
Civil(a) |
309,019 |
|
99,138 |
|
(107,896) |
|
72,213 |
|
372,474 |
Labor(b) |
192,132 |
|
58,705 |
|
(63,346) |
|
20,610 |
|
208,101 |
Tax(c) |
429,951 |
|
25,359 |
|
(19,616) |
|
15,641 |
|
451,335 |
Regulatory(d) |
29,779 |
|
890 |
|
(2,919) |
|
3,169 |
|
30,919 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The Company is subject to several legal actions and administrative procedures
proposed by consumers, suppliers, service providers and consumer protection agencies and treasury agencies, which deal with various matters
that arise in the normal course of the entities’ business. The main processes are summarized below:
a.1 Consumer lawsuits
The Company is a party in lawsuits related to various claims filed by consumers,
in the judicial and administrative spheres. The aforementioned actions in the amount provisioned of R$ 181,516 (R$ 179,132 on
December 31, 2022) refer mainly to actions related to alleged improper collection, cancellation of contract, quality of services,
unilateral contract amendment and undue negative entry.
a.2 Consumer Protection Agencies
TIM is a party to legal and administrative lawsuits filed by the Public
Prosecutor's Office, Procon and other consumer protection agencies, arising from consumer complaints, in which, and among other topics,
discusses: (i) alleged failures in the provision of network services; (ii) questions of quality in service; (iii) alleged violations of
the SAC [customer service hotline] decree; (iv) alleged contractual violations; (v) alleged misleading advertising; and (vi) discussion
of the collection of loyalty fines, in cases of robbery and theft of the device. The amount provisioned is equivalent to R$ 260,568
(R$ 168,987 as of December 31, 2022).
In the Public Civil Action 0019710-80.2013.8.07.0001, filed by the
Public Prosecutor’s Office of the Federal District against TIM, which discusses the alleged intentional disconnection of calls from
Infinity plan customers, an increase in the provision from R$ 10 million to R$ 50 million was made (updated amount of R$ 148.5
million restated), considering the decision issued on 03/15/2023 by the Superior Court of Justice (STJ), where the Interlocutory Appeal
filed by TIM in the Motion for Reconsideration against Special Appeal 1832217/DF was dismissed.
a.3 Former trading partners
TIM is a defendant in lawsuits proposed by former trade partners claiming,
among others, amounts on the basis of alleged non-compliance with agreements. The provisioned amount is R$ 44,359 (R$ 27,740
on December 31, 2022).
a.4 Other
TIM is a defendant in other actions of essentially non-consumer objects
proposed by the most diverse agents from those described above, in which, among others, it is discussed: (i) share subscription; (ii)
claims for civil liability indemnification; (iii) upon the alleged breach of the contract, the provisioned amounts are equivalent to R$ 10,868
(R$ 14,642 as of December 31, 2022).
a.5 Social and environmental and infrastructure
The Company is a party to lawsuits involving various agents who discuss
aspects related to licensing, among which environmental licensing and infrastructure licensing (installation/operation). The amounts involved
and provisioned are equivalent to R$ 2,059 (R$ 2,471 on December 31, 2022).
a.6 ANATEL
The Company is a party to lawsuits in front of ANATEL, in which it is
discussed, among other topics: (i) debit related to the collection of 2% of revenues from Value - Added Services–VAS and interconnection;
(ii) pro-rata inflation adjustment applied to the price proposal defined in the notice for the use of 4G frequencies; (iii) alleged non-compliance
with service quality targets; and (iv) wholesale product reference offering models (ORPAs). There is no provisioned amount corresponding
to these lawsuits as of September 30, 2023 and December 31, 2022.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
b. Labor and social security lawsuits
These are processes involving several labor claims filed by both former
employees, in relation to matters such as overtime, differences in variable remuneration and legal overcome in other contract funds, as
well as by former employees of service providers, all of whom, taking advantage of the labor laws in force require it to keep the Company
in compliance with labor obligations does not abide by contractors hired for that purpose. Regarding social security claims, the amounts
refer to the legal difference in the levy of social security contributions on certain payments made by the company’s employees.
From the total of 1,843 Labor claims as of September 30, 2023 (1,628
as of December 31, 2022) filed against the company, the majority relate to claims involving former employees of service providers followed
by lawsuits from employees of their own and social security. The provisioning of these claims totals R$ 212,014 updated monetarily
(R$ 214,450 as of December 31, 2022).
c. Tax proceedings
|
|
September 2023 |
|
December 2022 |
Federal taxes |
267,493 |
|
260,206 |
State taxes |
248,899 |
|
130,816 |
Municipal taxes |
9,320 |
|
8,550 |
TIM S.A. proceedings (Purchase price allocation) |
73,819 |
|
73,819 |
|
599,531 |
|
473,391 |
|
|
|
|
|
The total recorded provision is substantially composed of the following
processes whose indicated values are estimated by the indices established by the federal government for late taxes, being linked to the
variation in the SELIC rate.
Federal taxes
The provision for TIM S.A. supports 100 proceedings and is mainly composed
of the following lawsuits:
| (i) | The provision supports 60 lawsuits related to challenges
involving the levy on CIDE, CPMF, CSLL, IRRF operations. Of this total, the amounts involved in the legal proceedings that seek recognition
of the right not to collect the CPMF allegedly incident on simultaneous transactions of purchase and sale of foreign currency and exchange
of account ownership arising from corporate incorporation, whose provisioned values, updated, equal to R$ 4,465 (R$ 4,303 on
December 31, 2022). |
| (ii) | The Company constituted a provision for a process
aimed to collecting the pension contribution withheld at the rate of 11% to which, allegedly, payments made by the company to other legal
entities should have been submitted as remuneration for various activities, whose provisioned and updated value is R$ 44,290 (R$ 42,171
on December 31, 2022). |
| (iii) | There is a provision for three lawsuits related to
FUST/FUNTTEL and its resulting ancillary obligations. Of these, two cases stand out in which the dispute mainly revolves around the spontaneous
reporting of the fine for the payment of the FUST. The amount relating to the fine and interest on the contribution to the FUST for the year 2009, where the voluntary
reporting benefit is not being recognized, provisioned and adjusted for inflation, is R$ 16,995 (R$ 16,169 as of December 31,
2022). |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Additionally, in the second quarter of 2019, the Company constituted
the provision for the FUST process, which seeks the unconstitutionality and illegality of the collection of FUST. Lawsuit for the recognition
of the right not to collect Fust, failing to include in its calculation base the revenues transferred by way of interconnection and EILD
(Dedicated Line Industrial Exploitation), as well as the right not to suffer the retroactive collection of the differences determined
due to not observing sum 7/2005 of ANATEL, in the amount of R$ 67,221 (R$ 64,140 on December 31, 2022).
| (iv) | The Company recorded a provision for federal compensation
processes arising from a repurchase carried out in 2006, for which the documentary support was not robust enough after appraisals carried
out. The provisioned and updated value is R$ 64,749 (R$ 67,815 on December 31, 2022). |
State taxes
The provision for TIM S.A. supports 119 proceedings and is mainly composed
of the following lawsuits:
| (i) | amounts involved in the assessments claiming the
reversal of ICMS debts, as well as documentary support for the verification of appropriated credits by the Company, whose restated provisioned
amounts are equivalent to R$ 37,339 (R$ 24,811 as of December 31, 2022). |
| (ii) | amounts allegedly not offered for taxation for the
provision of telecommunications services, whose updated amount was R$ 9,434 (R$ 6,757 as of December 31, 2022); |
| (iii) | collections due to alleged differences in both goods
receipts and shipments, in a quantitative inventory count, whose restated amounts are equivalent to R$ 18,487 (R$ 17,471 as
of December 31, 2022); |
| (iv) | amounts allegedly improperly credited relating to
CIAP credits, whose updated amounts are equivalent to R$ 17,972 (R$ 11,943 on December 31, 2022); |
| (v) | credits related to tax replacement operations, whose
restated amounts total R$ 11,072 (R$ 10,392 on December 31, 2022). |
| (vi) | alleged non-collection or allegedly undue appropriation
of credits related to the ICMS rate differential (DIFAL), whose updated amounts total R$ 14,854 (R$ 16,220 on December 31, 2022).
|
| (vii) | charge on subscription fees without deductible, whose
updated amounts is R$ 38,589 (without correspondent on December 31, 2022). |
Municipal taxes
It is also worth noting the amounts involved in the assessments that questions
the withholding and collection of the ISS-source of third-party services without employment relationship, as well as the collection of
its own ISS corresponding to services provided in co-billing.
TIM S.A. proceedings (Purchase price allocation)
There are tax lawsuits arising from the acquisition of former Intelig (current
TIM S.A.) due to the former parent company of the TIM Participações group, which comprise the process of allocating the
acquisition price of the former Intelig and amount to R$ 73,819 (R$ 73,819 as of December 31, 2022).
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
d. Regulatory processes
ANATEL filed administrative proceedings against the Company for: (i) non-compliance
with certain quality indicators; (ii) non-compliance with other obligations derived from the terms of authorization and; (iii) non-compliance
with the SMP, SCM and STFC regulations, among others.
On September 30, 2023, the amount indicated for the procedures for the
determination of non-compliance with obligations (“PADOs”), considering the monetary update, classified with risk of probable
loss is R$ 32,606 (R$ 31,340 on December 31, 2022).
e. Judicial and administrative proceedings whose losses are assessed
as possible
The Company has actions of a civil, labor, tax and regulatory nature involving
risks of loss classified by its legal advisors and the administration as possible, for which there is no provision for legal and administrative
proceedings constituted, and no adverse material effects are expected in the quarterly information, according to the values presented
below:
|
|
|
September 2023 |
|
December 2022 |
|
|
|
|
|
21,133,146 |
|
20,123,806 |
|
|
|
|
Civil (e.1) |
1,556,986 |
|
1,418,874 |
Labor and Social Security (e.2) |
416,296 |
|
360,942 |
Tax (e.3) |
18,961,170 |
|
18,171,345 |
Regulatory (e.4) |
198,694 |
|
172,645 |
Legal and administrative proceedings whose losses are assessed as possible
and monitored by Management are disclosed at their updated values.
The main lawsuits with risk of loss classified as possible, are described below:
e.1. Civil
|
|
September 2023 |
|
December 2022 |
Consumer lawsuits (e.1.1) |
155,388 |
|
141,858 |
ANATEL (e.1.2) |
316,288 |
|
293,203 |
Consumer protection bodies (e.1.3) |
485,001 |
|
455,481 |
Former trading partners (e.1.4) |
257,332 |
|
230,360 |
Social and environmental and infrastructure (e.1.5) |
112,686 |
|
116,613 |
Other (e.1.6) |
230,291 |
|
181,359 |
|
1,556,986 |
|
1,418,874 |
|
|
|
|
|
|
|
|
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
e.1.1 Consumer lawsuits
They mainly refer to actions for alleged improper collection, cancellation
of contract, quality of services, defects and failures in the delivery of devices and undue negative entry.
e.1.2 ANATEL
The Company is a party to lawsuits in front of ANATEL, in which it is discussed,
among other matters: (i) debit related to the collection of 2% of revenues from Value - Added Services–VAS and interconnection;
(ii) pro-rata inflation adjustment applied to the price proposal defined in the notice for the use of 4G frequencies; (iii) alleged non-compliance
with service quality targets and (iv) wholesale product reference offering models (ORPAs).
e.1.3 Consumer protection agencies
TIM is a party to legal and administrative lawsuits filed by the Public
Prosecutor's Office, Procon and other consumer protection agencies, arising from consumer complaints, in which, and among other topics,
discusses: (i) alleged failures in the provision of network services; (ii) alleged failure in the delivery of handsets; (iii) alleged
non-compliance with state laws; (iv) hiring model and alleged improper charges of Value-Added Services-VAS; (v) alleged violations of
the SAC decree; (vi) alleged contractual violations; and (vii) blocking of data.
e.1.4 Former trading partners
TIM is a defendant in actions proposed by several former trading partners
in which are claimed, among others, values based on alleged contractual defaults.
e.1.5 Social and environmental and infrastructure
The Company is a party to lawsuits involving various agents that discuss
aspects related to (1) environmental licensing and structure licensing (installation/operation) and (2) (i) electromagnetic radiation
emitted by Telecom structures; (ii) renewal of land leases for site installation; (iii) dumping on leased land for site installation;
(iv) presentation of registering data, among others.
e.1.6 Other
TIM is a defendant in other actions of essentially non-consumer objects
proposed by the most diverse agents from those described above, in which, among others, it is discussed: (i) amounts supposedly due as
a result of share subscription; (ii) claims for civil liability indemnification; (iii) alleged breach of contract.
e.2. Labor and Social Security
e.2.1. Social Security
The Company is a defendant in proceedings referring to the legal difference
regarding the levy of social security contributions in certain payments of the company’s employees in the years 2005 to 2011, in
the total restated amount of R$ 110,615 (R$ 80,456 on December 31, 2022).
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
e.2.2. Labor
There are 3,219 Labor claims as of September 30, 2023 (3,384 as of December
31, 2022) filed against the company and with possible risk, concerning claims involving former employees and employees of service providers
in the amount of updated R$ 305,681 (R$ 289,354 as of December 31, 2022).
e.3. Tax
|
September 2023 |
|
December 2022 |
|
|
|
|
|
18,961,170
|
|
18,171,345 |
|
|
|
|
Federal taxes (e.3.1) |
3,191,426 |
|
3,275,840 |
State taxes (e.3.2) |
10,198,746 |
|
9,640,939 |
Municipal taxes (e.3.3) |
1,691,937 |
|
1,587,910
|
FUST, FUNTTEL and EBC (e.3.4) |
3,879,061
|
|
3,666,656 |
The values presented are corrected, in an estimated way, based on the SELIC
rate. The historical amount involved is R$ 13,094,066 (R$ 13,014,078 as of December 31, 2022).
e.3.1. Federal taxes
The total amount assessed against TIM in relation to federal taxes
is R$ 3,191,426 on September 30, 2023 (R$ 3,275,840 on December 31, 2022). Of this value, the following discussions stand out
mainly:
| (i) | Allegation of alleged incorrect use of tax credits
for carrying out a reverse merger, amortization of goodwill paid on the acquisition of cell phone companies, deduction of goodwill amortization
expenses, exclusion of goodwill reversal, other reflections and disallowances of compensations and deductions paid by estimate, allegedly
improper use of the SUDENE benefit due to lack of formalization of the benefit at the Internal Revenue Service (RFB), and failure to pay
IRPJ and CSLL due by estimate. The amount involved is R$ 1,728,258 (R$ 1,579,257 on December 31, 2022). The Company was notified
of the decision on April 28, 2021 and, as a result, the partial payment of R$ 1.4 billion was confirmed. |
| (ii) | Offset method for tax losses and negative bases.
The amount involved is R$ 306,175 (R$ 265,163 on December 31, 2022). |
| (iii) | Collection of CSLL on currency changes arising from
swap transactions accounted for by the cash regime. The amount involved is R$ 76,695 (R$ 73,307 on December 31, 2022). |
| (iv) | Collection of IRRF [withholding income tax] on income
of residents abroad, including those remitted by way of international roaming and payment to unidentified beneficiaries, as well as the
collection of CIDE on payment of royalties on remittances abroad, including remittances by way of international roaming. The amount involved
is R$ 312,498 (R$ 292,662 on December 31, 2022). |
| (v) | Collection of IRPJ, PIS/COFINS and CSLL debits arising
from non-homologation or partial homologation of compensations made by the company from credits of withholding taxes on interest earning
bank deposits and negative balance of IRPJ. The amount involved is R$ 312,536 (R$ 437,419 on December 31, 2022). |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
e.3.2. State taxes
The total amount charged against TIM S.A. in respect of state taxes on
September 30, 2023 is R$ 10,198,746 (R$ 9,640,939 on December 31, 2022). Of this value, the following discussions stand
out mainly:
| (i) | Non-inclusion in the ICMS calculation basis of unconditional
discounts offered to customers, as well as a fine for the alleged failure to comply with a related accessory obligation, including for
the failure to present the 60i record of the SINTEGRA file. The amount involved is R$ 1,315,659 (R$ 1,236,502 on December 31,
2022). |
| (ii) | Use of tax benefit (program for the promotion of
integrated and sustainable economic development of the Federal District - PRÓ-DF) granted by the taxing entity itself, but later
declared unconstitutional, as well as alleged improper credit of ICMS arising from the interstate purchase of goods with tax benefit granted
in the state of origin. The amount involved is R$ 426,083 (R$ 394,834 on December 31, 2022). |
| (iii) | Credit reversal and extemporaneous credit related
to acquisitions of permanent assets. The amount involved is R$ 775,128 (R$ 694,479 on December 31, 2022). |
| (iv) | Credits and chargebacks of ICMS, as well as the identification
and documentary support of values and information released in customer accounts, such as tax rates and credits granted in anticipation
of future surcharges (special credit), as well as credits related to tax substitution operations and exempt and untaxed operations. As
of September 30, 2023, the amount involved is R$ 4,150,786 (R$ 3,835,583 as of December 31, 2022). |
| (v) | Use of credit in the acquisition of electricity directly
employed in the production process of companies. The amount involved is R$ 132,324 (R$ 154,673 on December 31, 2022). |
| (vi) | Alleged conflict between the information contained
in ancillary obligations and the collection of the tax, as well as specific questioning of fine for non-compliance with ancillary obligations.
The amount involved is R$ 962,225 (R$ 900,731 as of December 31, 2022). |
| (vii) | Alleged lack of collection of ICMS due to the gloss
of chargebacks and moment of taxation related to the prepaid service, improper credit of ICMS in the outputs of goods allegedly benefited
with reduction of the calculation base, as well as an allegation of improper non-inclusion of Value-Added Services (VAS) of the ICMS calculation
basis. The amount involved is R$ 714,119 (R$ 625,202 on December 31, 2022). |
| (viii) | Launch of credits related to the return of mobile
devices lent on loan. The amount involved is R$ 145,675 (R$ 136,243 on December 31, 2022). |
| (ix) | Collection of ICMS related to subscription services
and their alleged improper non-inclusion in the ICMS calculation base due to their nature. The amount involved is R$ 335,223 (R$ 330,805
on December 31, 2022). |
e.3.3. Municipal taxes
The total assessed amount against TIM S.A. regarding municipal taxes with
possible risk is R$ 1,691,937 on September 30, 2023 (R$ 1,587,910 on December 31, 2022). Of this value, the following discussions
stand out mainly:
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
| (i) | Collection of ISS, as well as the punitive fine for
the absence of the supposed tax due, on several revenue accounts of the company. The amount involved is R$ 1,399,450 (R$ 1,281,547
on December 31, 2022). |
| (ii) | Collection of ISS on importation of services or services
performed in other municipalities. The amount involved is R$ 91,653 (R$ 86,520 on December 31, 2022). |
| (iii) | Constitutionality of the collection of the functioning
supervision fee (TFF -Taxa de Fiscalização do Funcionamento) by municipal authorities of different localities. The
amount involved is R$ 139,381 (R$ 149,764 on December 31, 2022). |
e.3.4. Regulatory taxes
The total amount charged against the TIM Group in relation to the contributions
to FUST, FUNTTEL, TFI, FISTEL and EBC with a possible risk rating is R$ 3,879,061 (R$ 3,666,656 on December 31, 2022). The main
discussion, whose historical amount is R$ 2,209,383 (R$ 2,208,814 on December 31, 2022) involves the collection of the contribution
to FUST and FUNTTEL (Fund for the technological development of Telecommunications) from the issuance by ANATEL of Sum no. 07/2005, aiming,
among others, and mainly, the collection of the contribution to FUST and FUNTTEL on interconnection revenues earned by mobile telecommunications
service providers, from the validity of Law 9998/2000.
e.4. Regulatory
ANATEL filed administrative proceedings against the Company for: (i) non-compliance
with certain quality indicators; (ii) non-compliance with other obligations derived from the terms of authorization and; (iii) non-compliance
with the SMP, SCM and STFC regulations, among others.
On September 30, 2023, the value indicated for the PADOs (procedure for
determining non-compliance with obligations), considering the monetary update, classified with possible risk was R$ 198,694 (R$ 172,645
on December 31, 2022).
On June 18, 2020, ANATEL's Board of Directors unanimously approved TIM's
conduct adjustment term (TAC) 001/2020, which had been negotiated since 2014 with the regulator.
On June 19, 2020 the Board of Directors of the company approved the said
TAC after final deliberation of the regulator and the signing of the term took place on June 25 of the same year. The agreement covers
sanctions totaling approximately R$ 639 million (updated at the time), filed as a result of commitments represented in improvement actions
related to the macro-topics “Quality”, “Access Expansion”, “Rights and Guarantees of Users” and “Inspection”.
The Term includes actions to improve three pillars of action-customer experience,
quality and infrastructure - through initiatives associated with improvements in the licensing process of stations, efficient use of numbering
resources, evolution of digital service channels, reduction of Complaint Rates, repair of users and strengthening of transport and access
networks, among others. In addition, it contemplates the additional commitment to bring mobile broadband, through the 4G network, to 350
municipalities with less than 30 thousand inhabitants thus reaching more than 3.4 million people. The new infrastructure was implemented
in less than three years – more than 99% of the municipalities were served in the first two years and with the Company guaranteeing
the sharing regime with the other operators. The service for 350 municipalities was certified by Anatel in June 2023.
With the closing of the 1st TAC Year, the following commitments were certified
by the Agency: Reparation, Fund for the Defense of Diffuse Rights – FDD (phase 1) and Notifications; Numbering; Interconnection;
INCOME TAX; IGQ; Impediment; Internal controls; LTE 700 MHz; New 4G; Backhaul; Licensing backlog; Scope Commitment; Personal assistance;
Digital relationship; and Additional Commitments.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
In June 2022, TIM concluded the 2nd year of the Conduct
Adjustment Term (TAC) entered into with Anatel, having carried out the activities planned for strict compliance with the purpose of achieving
the associated targets. The following commitments were certified by Anatel: Numbering; Impediment; Internal controls; LTE 700 MHz; New
4G; Backhaul; Personal assistance; Digital relationship; Additional; and Collaborative Portal.
In October 2022, TIM and Anatel signed the Amendment to renegotiate the
commitment related to Quality Indicators. Thus, the Perceived Quality Index (IQP) started to be adopted to replace the General Quality
Index (IGQ) for Years 3 and 4 of the TAC.
In June 2023, TIM concluded the 3rd year of the Conduct
Adjustment Term (TAC) entered into with Anatel, having carried out the activities planned for strict compliance with the purpose of achieving
the associated targets. Regarding the Additional Commitments, as aforementioned, Anatel has already issued a statement of fulfillment
of the obligation relating to the third year of the TAC, thus guaranteeing the general statement of fulfillment of the obligation for
the implementation of SMP with 4G or later technology in 350 (three hundred and fifty) municipalities under the terms agreed in the TAC.
Regarding the other Commitments regarding Year 3, the Attestation Order is awaited.
In July 2023, TIM started the fourth and final year of the Consent Decree.
The Company will continue fully implementing the internal monitoring mechanisms through the quarterly report on the evolution of the schedules
by the Governance Office in Management and Board of Directors.
The Company has met the TAC implementation schedule and has reported its
understanding to Anatel in cases where the Agency indicates signs of non-compliance in the Procedures for Assessing the Non-Compliance
with a Schedule Item (PADIC) that may be implemented.
Regarding the extension of the term of the authorizations to use the radio
frequencies associated with the SMP, the Company becomes liable for the contractual burden on the net revenue arising from the service
plans marketed under each authorization. However, since 2011 ANATEL began to include in the basis of calculation of said burden also the
revenues obtained with interconnection, and from 2012, and subsequent years, the revenues obtained with Value-Added Services, among others.
In the company's opinion, the inclusion of such revenues is improper because it is not expressly provided for in the terms of original
authorizations, so the collections received are discussed in the administrative and/or judicial sphere.
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
Other liabilities |
457,746 |
|
192,884 |
|
732,367 |
|
|
|
|
|
|
Provision for future asset decommissioning |
187,462 |
|
23,659 |
|
289,606 |
Advance from customers |
13,077 |
|
12,887 |
|
15,068 |
Onerous capacity contract(i) |
136,271 |
|
- |
|
178,532 |
Other provisions for risk |
74,170 |
|
- |
|
83,923 |
Other(ii) |
46,766 |
|
156,338 |
|
165,238 |
Current portion |
(136,027) |
|
(21,327) |
|
(132,954) |
Non-current portion |
321,719 |
|
171,557 |
|
599,413 |
(i) As part of the Cozani acquisition, a transferred capacity contract
was identified in the transaction, where there is a take or pay obligation for a defined term. The amount recorded refers to the portion
of capacity that will not be used for the remaining contractual term.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
(ii) On June 23, 2022, Complementary Law 194 was enacted, which, in short,
amended Law 5172, of October 25, 1966 (National Tax Code), and Complementary Law 87, of September 13, 1996 (Kandir Law), to consider essential
goods and services related to fuels, electric power, communications and collective transport and, as a consequence, pointed to the reduction
of ICMS on revenues earned by companies in such industries.
Throughout 2023, the Company proactively transferred its effects to its
customers, according to the nature of its plans and realized the outstanding amounts as of December 31, 2022 in the amount of R$ 117
million.
a. Share capital
The share capital is recorded by the amount effectively raised from the
shareholders, net of the costs directly linked to the funding process.
The subscribed and paid-in share capital on September 30, 2023, is
represented by 2,420,804,398 common shares (2,420,804,398 common shares on December 31, 2022).
The Company is authorized to increase its share capital, by resolution
of the Board of Directors, regardless of statutory reform, up to the limit of 4,450,000,000 common shares.
b. Capital reserves
The use of the capital reserve complies with the precepts of Law 6404/76,
article 200, which provides for Joint-Stock Companies. This reserve is composed as follows:
|
September 2023 |
|
December 2022 |
|
|
|
|
|
378,203 |
|
408,602 |
|
|
|
|
Special Reserve of goodwill |
353,604 |
|
353,604 |
Long-term incentive plan |
24,599 |
|
54,998 |
b.1 Special Reserve of goodwill
The special reserve of goodwill was constituted from the incorporation
of the net assets of the former parent company Tim Participações S.A. (note 16.d).
b.2 Long-term incentive plan
The balances recorded under these items represent the Company's expenses
related to the long-term incentive program granted to employees (note 27).
c. Profit reserves
c.1 Legal Reserve
It refers to the allocation of 5% of the net profit for the year
ended December 31 of each year, until the Reserve equals 20% of the share capital, excluding from 2018 the balance allocated to the tax
incentive reserve. In addition, the company may cease to constitute the legal reserve when this, added to the capital reserves, exceeds
30% of the share capital.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
This Reserve may only be used to increase capital or offset accumulated
losses.
c.2 Statutory reserve for expansion
The formation of this reserve is foreseen in Paragraph 2 of art. 46 of
the bylaws of the company and is aimed at the expansion of social business.
The balance of profit that is not compulsorily allocated to other reserves
and is not intended for the payment of dividends is allocated to this reserve, which may not exceed 80% of the share capital. Reaching
this limit, it will be up to the General Meeting to decide on the balance, distributing it to shareholders or increasing capital.
c. 3 Tax Benefit Reserve
The Company enjoys tax benefits that provide for restrictions on the distribution
of profits. According to the legislation that establishes these tax benefits, the amount of tax that is no longer paid due to exemptions
and reductions in the tax burden may not be distributed to members and will constitute a reserve of tax incentive of the legal entity.
This reserve can only be used to offset losses or increase share capital. On September 30, 2023, the accumulated amount of benefits enjoyed
by the Company amounts to R$ 2,124,411 (R$ 2,124,411 on December 31, 2022).
The said tax benefit basically corresponds to the reduction of the
Corporate Income Tax (IRPJ) incident on the profit of the exploitation calculated in the units encouraged. The Company operates in the
area of the defunct Superintendence of development of the Amazon (SUDENE / SUDAM), being the tax incentive awards granted by state of
the Federation, for a period of 10 years, subject to renewal.
d. Dividends
Dividends are calculated in accordance with the bylaws and the Joint Stock
Company Act.
According to its latest bylaws, approved on August 31, 2020, the company
must distribute as a mandatory dividend each year ending December 31, provided that there are amounts available for distribution, an amount
equivalent to 25% of Adjusted Net Profit.
As provided in the company's bylaws, unclaimed dividends within 3 years
will revert to the company.
As of December 31, 2022, dividends and Interest on Shareholders’
Equity were calculated as follows:
|
December 2022 |
|
|
Net profit for the year |
1,670,755 |
(-) Non-distributable tax incentives |
(166,110) |
(-) Constitution of legal reserve |
(75,233) |
Adjusted net profit |
1,429,412 |
|
|
Minimum dividends calculated on the basis of 25% of adjusted profit |
357,353 |
|
|
Breakdown of dividends payable interest on shareholders’ equity: |
|
Interest on shareholders’ equity |
1,400,000 |
Total dividends and interest on shareholders’ equity distributed and proposed |
1,400,000 |
Withholding income tax (IRRF) on interest on shareholders' equity |
(196,970) |
Total dividends and interest on shareholders’ equity, net |
1,203,030 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Interest on shareholders' equity paid and/or payable is accounted for against
financial expenses which, for the purposes of presenting the quarterly information, are reclassified and disclosed as allocation of net
profit for the year, in changes in shareholders' equity.
During the year 2022, the amount of R$ 1,400,000 of interest on shareholders’
equity were distributed and additional amount of R$ 600,000 of dividends were proposed, which were approved at the General Meeting
on March 30, 2023, totaling R$ 2,000,000. During 2023, amounts of R$ 945,000 of interest on shareholders’ equity were
distributed. The amounts allocated in 2022 and 2023 are shown below:
Approval |
|
Payment |
|
Dividend |
|
|
|
|
|
03/22/2022 |
|
04/27/2022 |
|
195,000 |
06/15/2022 |
|
07/20/2022 |
|
270,000 |
09/12/2022 |
|
10/31/2022 |
|
235,000 |
09/12/2022 |
|
01/24/2023 |
|
245,000 |
12/12/2022 |
|
01/24/2023 |
|
455,000 |
03/30/2023 |
|
04/18/2023 |
|
600,000 |
|
|
|
|
2,000,000 |
|
|
|
|
|
04/19/2023 |
|
05/09/2023 |
|
230,000 |
06/12/2023 |
|
07/12/2023 |
|
290,000 |
09/18/2023 |
|
10/23/2023 |
|
425,000 |
|
|
|
|
945,000 |
The balance on September 30, 2023 of the item “dividends and interest
on shareholders' equity payable” totaling R$ 453,748 (R$ 661,494 on December 31, 2022) is composed of the outstanding
amounts of previous years in the amount of R$ 90,454 (R$ 61,494 on December 31, 2022) in addition to the amount of R$ 425,000
(R$ 363,294, net) which will be paid until October 23, 2023 (R$ 600,000, distributed in 2023, approved during the Annual General
Meeting held on March 30, 2023).
As set forth in the Law 6404/76 and the Bylaws of the Company, unclaimed
dividends - as established in the Joint Stock Company Law, dividends and Interest on Shareholders' Equity declared and unclaimed by shareholders
within 3 years, are reverted to shareholders' equity at the time of its prescription and allocated to a supplementary reserve to expand
businesses.
For the statement of cash flow, Interest on Shareholders’ Equity
and dividends paid to its shareholders are being allocated in the group of “financing activities”.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
| 27. | Long-term incentive plan |
2018-2020 Plan and 2021-2023 Plan
On April 19, 2018 and March 30, 2021, they were approved by the General
Meeting of shareholders of TIM S.A. (TIM Participações S.A. before the merger by TIM S.A. on August 31, 2020), long-term
incentive plans: “2018-2020 Plan” and “2021-2023 Plan” respectively, granted to senior directors and to those
who occupy the position of key positions in the Company.
The 2018-2020 and 2021-2023 Plans provide for the granting of shares (performance
shares and/or restricted shares).
The 2018-2020 and 2021-2023 Plans propose to grant participants shares
issued by the Company, subject to the participant’s permanence in the Company (achievement of specific goals). The number of shares
may vary, for more or for less, as a result of the performance and possibly of the dividend award, considering the criteria provided for
in each Grant.
For the 2018-2020 and 2021-2023 plan, the term of validity has the same
periodicity of 3 years related to its vesting. These Plans, in addition to considering the transfer of shares, also provides for the possibility
of making payment to participants of the equivalent amount in cash.
The total amount of the expense was calculated considering the value of
the shares and is recognized in the results over the vesting period.
Stock Program Table (Performance Shares and Restricted
Shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
Identification of grant |
Shares granted |
Maturity date |
Grant Price |
Balance at the beginning of the period |
Granted during the period |
Transferred during the period |
Paid in cash |
Canceled during the period |
Balance at the end of the period |
Billed volume |
Performance change |
Additional
dividends |
Billed volume |
Performance change |
Additional
dividends |
2021-2023 Plan
2023 Grant(s) |
1,560,993 |
July 2026 |
R$ 12.60 |
- |
1,560,993 |
- |
- |
- |
- |
- |
- |
- |
1,560,993 |
2021-2023 Plan
2022 Grant(s) |
1,227,712 |
Apr 2025 |
R$ 13.23 |
1,183,147 |
- |
(264,305) |
(110,928) |
(17,227) |
- |
- |
- |
(147,540) |
771,302 |
2021-2023 Plan
2021 Grant(s) |
3,431,610 |
May 2024 |
R$ 12.95 |
2,024,153 |
220,743 |
(957,545) |
(160,259) |
(89,699) |
(89,403) |
(12,268) |
(8,159) |
(376,006) |
821,942 |
2018-2020 Plan
2020 Grant(s) |
796,054 |
Apr 2023 |
R$ 14.40 |
260,840 |
- |
(230,188) |
(25,174) |
(29,560) |
(30,471) |
(3,330) |
(3,913) |
(181) |
- |
2018-2020 Plan
2019 Grant(s) |
930,662 |
July 2022 |
R$ 11.28 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
2018-2020 Plan
2018 Grant(s) |
849,932 |
Apr 2021 |
R$ 14.41 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Total |
8,796,963 |
|
|
3,468,140 |
1,781,736 |
(1,452,038) |
(296,361) |
(136,486) |
(119,874) |
(15,598) |
(12,072) |
(523,727) |
3,154,237 |
Weighted average price of the balance of grants |
R$ 12.85 |
|
|
|
|
|
|
|
|
|
|
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The base price of the share of each share was calculated using the weighted
averages of TIM S.A.’s share price. (TIM Participações S.A. before the merger by TIM S.A. on August 31, 2020), considering
the following periods:
·
2018-2020 Plan - 1st Grant-traded volume and trading price
of TIM Participações shares for the period 03/01/2018–03/31/2018.
·
2018-2020 Plan - 2nd Grant-traded volume and trading price
of TIM Participações shares for the period 06/01/2019–06/30/2019.
·
2018-2020 Plan - 1st Grant-traded volume and trading price
of TIM Participações shares for the period 03/01/2020–03/31/2020.
·
2021-2023 Plan - 1st Grant-traded volume and trading price
of TIM S.A. shares for the period 03/01/2021–03/31/2021.
·
2021–2023 Plan – 2nd Grant - traded volume
and trading price of TIM S.A. shares in the period 03/01/2022–03/31/2022.
·
2021-2023 Plan - 1st Grant-traded volume and trading price
of TIM S.A. shares for the period 03/01/2023–03/31/2023.
As of September 30, 2023, expenses related to said long-term benefit plans
totaled R$ 26,315 (R$ 38,306 as of September 30, 2022).
Termination of the Share Buyback Program and Approval of a New Program
On June 12, 2023, the Board of Directors became aware
of the termination of the Share Buyback Program approved at a meeting of the Company’s Board of Directors on May 5, 2021 and approved
a new share buyback program of its own issuance. The new program will start as of the date of the Board of Directors’ resolution,
remaining in effect until December 12, 2024, considering that acquisitions shall be made on the Stock Exchange (B3 S.A. – Brasil,
Bolsa, Balcão), at market prices, observing the applicable legal and regulatory limits.
Revenues from services rendered
The principal service revenue derives from monthly subscription, the provision
of separate voice, SMS and data services, and user packages combining these services, roaming charges and interconnection revenue. The
revenue is recognized as the services are used, net of sales taxes and discounts granted on services. This revenue is recognized only
when the amount of services rendered can be estimated reliably.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Revenues are recognized monthly, through billing, and revenues to be billed
between the billing date and the end of the month (unbilled) are identified, processed, and recognized in the month in which the service
was provided. These non-billed revenues are recorded on an estimated basis, which takes into account consumption data and number of days
elapsed since the last billing date.
Interconnection traffic and roaming revenue are recorded separately, without
offsetting the amounts owed to other telecom operators (the latter are accounted for as operating costs).
The minutes not used by customers and/or reload credits in the possession
of commercial partners regarding the prepaid service system are recorded as deferred revenue and allocated to income (loss) when these
services are actually used by customers.
The net service revenue item also includes revenue from new partnership
agreements (financial, education and advertising), and the amount of revenue recognized in the period ended September 30, 2023 is
R$ 122,137 (R$ 107,282 on September 30, 2022).
Regarding the financial partnership, the Arbitration Procedure No. 28/2021/SEC8
was filed before the Arbitration and Mediation Center of the Brazil-Canada Chamber of Commerce (“CCBC” and “Arbitration
Procedure”, respectively), by TIM against Banco C6 S.A., Carbon Holding Financeira S.A. and Carbon Holding S.A (together, “Defendants”),
through which the interpretation of certain clauses in the contracts that rule the partnership between the parties will be discussed.
In case of loss, the partnership may be terminated.
Revenues from sales of goods
Revenues from sales of goods (telephones, mini-modems, tablets and other
equipment) are recognized when the performance obligations associated with the contract are transferred to the buyer. Revenues from sales
of devices to trading partners are accounted for at the time of their physical delivery to the partner, net of discounts, and not at the
time of sale to the end customer, since the Company has no control over the good sold.
Contract identification
The Company monitors commercial contracts in order to identify the main
contractual clauses and other elements present in the contracts that could be relevant in the application of the accounting rule IFRS
15 / CPC47 – Revenue from Contracts with Customers.
Identification of the performance obligation
Based on the review of its contracts, the Company mainly verified the existence of the
following performance obligations:
(i) sale of equipment; and
(ii) provision of mobile, fixed and internet telephony services.
Thus, the Company started to recognize revenues when (or as) the Company
meets the performance obligation by transferring the asset or service promised to the customer; and the asset is considered transferred
when or as the customer obtains control of that asset.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Determining and Allocating the Transaction Price to the Performance Obligation
The Company understands that its commercial packages that combine services
and sale of cellular handsets with discounts. In accordance with IFRS 15 / CPC 47, the Company is required to perform the discount allocation
and recognize revenues related to each performance obligation based on their standalone selling prices.
Cost to obtain contract
All incremental costs related to obtaining a contract (sales commissions
and other costs of acquisition from third parties) are recorded as prepaid expenses and (as described in Note 10) amortized over
the same period as the revenue associated with this asset. Similarly, certain contract compliance costs are also deferred to the extent
that they relate to performance obligations under the customer agreement, i.e. when the customer obtains control over the asset.
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
September 2022 |
|
September 2023 |
|
September 2022 |
|
|
|
|
|
|
|
|
Net operating revenue |
17,567,847 |
|
14,756,120 |
|
17,558,734 |
|
15,706,436 |
|
|
|
|
|
|
|
|
Gross operating revenue |
24,648,229 |
|
20,524,431 |
|
24,686,630 |
|
21,679,014 |
|
|
|
|
|
|
|
|
Revenue from services |
23,570,996 |
|
19,638,138 |
|
23,609,397 |
|
20,792,721 |
Revenue from services - Mobile |
22,118,912 |
|
18,226,532 |
|
22,157,313 |
|
19,381,139 |
Service revenue - Landline |
1,452,084 |
|
1,411,606 |
|
1,452,084 |
|
1,411,582 |
|
|
|
|
|
|
|
|
Sale of goods |
1,077,233 |
|
886,293 |
|
1,077,233 |
|
886,293 |
|
|
|
|
|
|
|
|
Deductions from gross revenue |
(7,080,382) |
|
(5,768,311) |
|
(7,127,896) |
|
(5,972,578) |
Taxes levied |
(2,697,643) |
|
(3,303,858) |
|
(2,744,553) |
|
(3,501,162) |
Discounts granted |
(4,377,230) |
|
(2,457,884) |
|
(4,377,834) |
|
(2,464,847) |
Returns and other |
(5,509) |
|
(6,569) |
|
(5,509) |
|
(6,569) |
| 29. | Operating costs and expenses |
|
Parent Company |
|
September 2023 |
|
September 2022 |
|
Cost of services rendered and goods sold |
Marketing expenses |
General and administrative expenses |
Total |
|
Cost of services rendered and goods sold |
Marketing expenses |
General and administrative expenses |
Total |
|
|
|
|
|
|
|
|
|
|
|
(8,826,109) |
(4,176,711) |
(1,308,030) |
(14,310,850) |
|
(6,959,884) |
(3,848,427) |
(1,357,739) |
(12,166,050) |
|
|
|
|
|
|
|
|
|
|
Personnel |
(46,259) |
(631,998) |
(342,468) |
(1,020,725) |
|
(38,394) |
(553,159) |
(330,283) |
(921,836) |
Outsourced services |
(516,622) |
(1,610,098) |
(603,617) |
(2,730,337) |
|
(460,965) |
(1,514,369) |
(613,124) |
(2,588,458) |
Interconnection and connection means |
(2,535,763) |
- |
- |
(2,535,763) |
|
(1,775,583) |
- |
- |
(1,775,583) |
Depreciation and amortization |
(4,591,087) |
(252,513) |
(303,838) |
(5,147,438) |
|
(3,687,067) |
(217,395) |
(352,991) |
(4,257,453) |
Taxes, fees and contributions |
(28,702) |
(620,232) |
(18,996) |
(667,930) |
|
(27,286) |
(586,728) |
(18,288) |
(632,302) |
Rentals and reinsurance |
(383,752) |
(113,139) |
(16,796) |
(513,687) |
|
(361,289) |
(93,679) |
(12,246) |
(467,214) |
Cost of goods sold |
(722,799) |
- |
- |
(722,799) |
|
(606,780) |
- |
- |
(606,780) |
Advertising |
- |
(449,981) |
- |
(449,981) |
|
- |
(429,165) |
- |
(429,165) |
Losses on doubtful accounts |
- |
(448,132) |
- |
(448,132) |
|
- |
(432,431) |
- |
(432,431) |
Other |
(1,125) |
(50,618) |
(22,315) |
(74,058) |
|
(2,520) |
(21,501) |
(30,807) |
(54,828) |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
|
Consolidated |
|
September 2023 |
|
September 2022 |
|
Cost of services rendered and goods sold |
Marketing expenses |
General and administrative expenses |
Total |
|
Cost of services rendered and goods sold |
Marketing expenses |
General and administrative expenses |
Total |
|
|
|
|
|
|
|
|
|
|
|
(8,583,065) |
(4,288,090) |
(1,309,616) |
(14,180,771) |
|
(7,786,381) |
(4,142,864) |
(1,358,847) |
(13,288,092) |
|
|
|
|
|
|
|
|
|
|
Personnel |
(46,259) |
(631,998) |
(342,468) |
(1,020,725) |
|
(38,394) |
(553,159) |
(330,283) |
(921,836) |
Outsourced services |
(522,785) |
(1,679,450) |
(605,173) |
(2,807,408) |
|
(477,689) |
(1,669,350) |
(614,225) |
(2,761,264) |
Interconnection and connection means |
(2,065,756) |
- |
- |
(2,065,756) |
|
(1,867,121) |
- |
- |
(1,867,121) |
Depreciation and amortization |
(4,810,661) |
(252,566) |
(303,837) |
(5,367,064) |
|
(4,398,457) |
(217,480) |
(352,991) |
(4,968,928) |
Taxes, fees and contributions |
(28,810) |
(643,179) |
(19,021) |
(691,010) |
|
(30,688) |
(688,101) |
(18,288) |
(737,077) |
Rentals and reinsurance |
(384,441) |
(113,142) |
(16,802) |
(514,385) |
|
(364,604) |
(93,682) |
(12,246) |
(470,532) |
Cost of goods sold |
(722,799) |
- |
- |
(722,799) |
|
(606,780) |
- |
- |
(606,780) |
Advertising |
- |
(449,982) |
- |
(449,982) |
|
- |
(429,172) |
- |
(429,172) |
Losses on doubtful accounts |
- |
(467,157) |
- |
(467,157) |
|
- |
(470,418) |
- |
(470,418) |
Other |
(1,554) |
(50,616) |
(22,315) |
(74,485) |
|
(2,648) |
(21,502) |
(30,814) |
(54,964) |
The Company makes contributions to public or private pension insurance
plans on a mandatory, contractual or voluntary basis while the employee is on the staff of the Company in the amount of R$ 15,322
(R$ 17,106 on September 30, 2022). Such plans do not bring any additional obligations to the Company. If the employee ceases to be
part of the company's staff in the period necessary to have the right to withdraw contributions made by sponsors, the amounts to which
the employee is no longer entitled and which may represent a reduction in the company's future contributions to active employees, or a
cash refund of these amounts, are released as assets.
| 30. | Other net revenue (expense) |
|
Parent company |
|
Consolidated |
|
September 2023 |
|
September 2022 |
|
September 2023 |
|
September 2022 |
Revenues |
|
|
|
|
|
|
|
Revenue from grant, net |
860 |
|
7,743 |
|
860 |
|
7,743 |
Fines on telecommunication services |
54,819 |
|
50,345 |
|
55,047 |
|
53,728 |
Revenue on disposal of assets |
3,097 |
|
6,728 |
|
3,097 |
|
6,728 |
Other revenue |
46,792 |
|
45,574 |
|
46,785 |
|
46,999 |
|
105,568 |
|
110,390 |
|
105,789 |
|
115,198 |
Expenses |
|
|
|
|
|
|
|
FUST/FUNTTEL(i) |
(117,225) |
|
(98,867) |
|
(118,391) |
|
(105,308) |
Taxes, fees and contributions |
(959) |
|
(1,592) |
|
(959) |
|
(1,618) |
Provision for legal and administrative proceedings, net of reversal |
|
|
|
|
|
|
|
(234,594) |
|
(161,627) |
|
(234,596) |
|
(161,627) |
Expenses on disposal of assets |
(8,382) |
|
(20,324) |
|
(8,382) |
|
(20,324) |
Other expenses |
(17,115) |
|
(15,933) |
|
(17,796) |
|
(16,679) |
|
(378,275) |
|
(298,343) |
|
(380,124) |
|
(305,556) |
|
|
|
|
|
|
|
|
Other revenues (expenses), net |
(272,707) |
|
(187,953) |
|
(274,335) |
|
(190,358) |
(i) Representing the expenses incurred with contributions on the various
telecommunications revenues due to ANATEL, according to current legislation.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
|
Parent company |
|
Consolidated |
|
September 2023 |
|
September 2022 |
|
September 2023 |
|
September 2022 |
|
|
|
|
|
|
|
|
Financial revenues |
932,177 |
|
965,918 |
|
952,926 |
|
991,861 |
Interest on interest earning bank deposits |
318,507 |
|
390,647 |
|
338,980 |
|
414,532 |
Interest received from customers |
19,092 |
|
19,905 |
|
19,173 |
|
20,965 |
Swap interest |
370,597 |
|
240,838 |
|
370,597 |
|
240,838 |
Interest on lease |
20,935 |
|
20,974 |
|
20,935 |
|
20,974 |
Inflation adjustment(i) |
161,017 |
|
146,596 |
|
161,017 |
|
146,596 |
Other derivatives(ii) |
39,173 |
|
137,891 |
|
39,173 |
|
137,891 |
Other revenue |
2,856 |
|
9,067 |
|
3,051 |
|
10,065 |
|
|
|
|
|
|
|
|
|
(i) A substantial part is related to monetary restatement on tax credits
and judicial deposits.
(ii) This is mainly the difference between the market value and the cost
of the share subscription options related to the operational partnership with Banco C6, started in 2020, to which the Company was entitled
in the period due to the achievement of targets. Until September 30, 2023, the Company obtained the subscription right related to the
9th and 10th contract targets, generating an effect of R$ 39,173 (R$ 117,520 on September 30, 2022, related
to 5th, 6th and 7th contract targets). The market value was calculated based on information available
in the last investment transaction carried out by the partner and disclosed in the market. The disclosures of this derivative financial
instrument are detailed in Note 37, which was measured at fair value, and will subsequently be measured in the Company’s income,
considering the risks related to arbitration disclosed in Note 28.
|
Parent company |
|
Consolidated |
|
September 2023 |
|
September 2022 |
|
September 2023 |
|
September 2022 |
|
|
|
|
|
|
|
|
Financial expenses |
(2,103,106) |
|
(1,900,952) |
|
(2,011,031) |
|
(2,090,769) |
Interest on loans and financing |
(100,261) |
|
(82,349) |
|
(100,261) |
|
(82,349) |
Interest on taxes and rates |
(186,407) |
|
(126,370) |
|
(189,756) |
|
(139,329) |
Swap interest |
(450,044) |
|
(500,776) |
|
(450,044) |
|
(500,776) |
Interest on lease |
(831,677) |
|
(793,073) |
|
(730,104) |
|
(957,339) |
Inflation adjustment(i) |
(306,012) |
|
(195,784) |
|
(311,189) |
|
(206,455) |
Discounts granted |
(41,716) |
|
(34,551) |
|
(41,716) |
|
(35,230) |
Other expenses |
(186,989) |
|
(168,049) |
|
(187,961) |
|
(169,291) |
(i) A major portion related to: (a) monetary restatement of lawsuits, in
the amount of R$ 247,139 - see note 24 (R$ 111,633 as of September 30, 2022); and (b) inflation adjustment on loans and financing
and authorizations, in the amount of R$ 30,724 (R$ 165,896 on September 30, 2022).
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
| 33. | Foreign exchange variations, net |
|
Parent Company |
|
Consolidated |
|
September 2023 |
|
September 2022 |
|
September 2023 |
|
September 2022 |
Revenues |
|
|
|
|
|
|
|
Loans and financing(i) |
81,956 |
|
120,607 |
|
81,956 |
|
120,607 |
Suppliers |
27,133 |
|
29,138 |
|
27,133 |
|
29,138 |
Swap(ii) |
10,698 |
|
49,872 |
|
10,698 |
|
49,872 |
Other |
21,292 |
|
28,222 |
|
21,292 |
|
28,222 |
|
141,079 |
|
227,839 |
|
141,079 |
|
227,839 |
Expenses |
|
|
|
|
|
|
|
Loans and financing(i) |
(10,698) |
|
(165,095) |
|
(10,698) |
|
(165,095) |
Suppliers |
(13,346) |
|
(15,018) |
|
(13,346) |
|
(15,018) |
Swap(ii) |
(81,956) |
|
(5,285) |
|
(81,956) |
|
(5,285) |
Other |
(32,470) |
|
(32,464) |
|
(32,470) |
|
(32,463) |
|
(138,470) |
|
(217,862) |
|
(138,470) |
|
(217,861) |
|
|
|
|
|
|
|
|
Net foreign exchange variations |
2,609 |
|
9,977 |
|
2,609 |
|
9,978 |
(i) It mainly refers to foreign exchange variation on loans and financing in foreign currency.
(ii) Referring to derivative financial instruments to mitigate risks of foreign exchange variations
related to foreign currency debts (Note 37).
The balances presented below represent the Parent Company and Consolidated
amounts.
(a) Basic
Basic earnings per share are
calculated by dividing profit attributable to Company’s shareholders by the weighted average number of shares issued during the
period.
|
|
September 2023 |
|
September 2022 |
|
|
|
|
|
Income attributable to the shareholders of the company |
|
1,754,913 |
|
1,132,567 |
|
|
|
|
|
Weighted average number of shares issued (thousands) |
|
2,420,762 |
|
2,420,074 |
|
|
|
|
|
Basic earnings per share (in R$) |
|
0.72 |
|
0.47 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
(b) Diluted
Diluted earnings per share are calculated by adjusting the weighted average
amount of shares outstanding to assume the conversion of all potential dilutive shares.
|
|
September 2023 |
|
September 2022 |
|
|
|
|
|
Income attributable to Company's shareholders |
|
1,754,913 |
|
1,132,567 |
|
|
|
|
|
Weighted average number of shares issued (thousands) |
|
2,420,769 |
|
2,420,288 |
|
|
|
|
|
Diluted earnings per share (in R$) |
|
0.72 |
|
0.47 |
The calculation of diluted earnings per share considered 6 (214 thousands
on September 30, 2022) shares related to the long-term, as mentioned in Note 27.
| 35. | Balances and transactions with related parties |
The balances of transactions with Telecom Italia Group companies, subsidiaries
and associated companies are as follows:
Assets
|
|
Parent company |
|
Consolidated |
|
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
|
Telecom Italia Sparkle(i) |
|
1,259 |
|
2,770 |
|
2,770 |
Gruppo Havas(vi) |
|
33,505 |
|
- |
|
- |
TI Sparkle(iii) |
|
1,099 |
|
1,494 |
|
1,494 |
TIM Brasil(vii) |
|
22,704 |
|
22,790 |
|
22,790 |
Telecom Italia S.p.A.(ii) |
|
4,774 |
|
2,086 |
|
2,086 |
I-Systems(ix) |
|
12,511 |
|
14,762 |
|
14,762 |
Cozani(x) |
|
- |
|
456,185 |
|
- |
Other |
|
96 |
|
674 |
|
674 |
Total |
|
75,948 |
|
500,761 |
|
44,576 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
|
|
Liabilities |
|
|
Parent company |
|
Consolidated |
|
|
September 2023 |
|
December 2022 |
|
December 2022 |
|
|
|
|
|
|
|
Telecom Italia S.p.A.(ii) |
|
84,350 |
|
85,845 |
|
85,845 |
Telecom Italia Sparkle(i) |
|
3,114 |
|
4,436 |
|
4,436 |
TI Sparkle(iii) |
|
7,783 |
|
9,445 |
|
9,445 |
TIM Brasil(iv) |
|
10,858 |
|
10,858 |
|
10,858 |
Vivendi Group(v) |
|
2,649 |
|
3,457 |
|
3,457 |
Gruppo Havas(vi) |
|
110,714 |
|
65,618 |
|
65,618 |
I-Systems(viii) |
|
82,457 |
|
49,391 |
|
49,391 |
Cozani(x) |
|
- |
|
383,621 |
|
- |
Italtel(xi) |
|
21,243 |
|
13,348 |
|
13,348 |
Other |
|
11,697 |
|
8,862 |
|
8,862 |
|
|
|
|
|
|
|
Total |
|
334,865 |
|
634,881 |
|
251,260 |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
Parent Company |
|
Consolidated |
|
|
September 2023 |
|
September 2022 |
|
September 2023 |
|
September 2022 |
|
|
|
|
|
|
|
|
|
Telecom Italia S.p.A.(ii) |
|
4,325 |
|
1,638 |
|
4,325 |
|
1,638 |
Telecom Italia Sparkle(i) |
|
2,209 |
|
2,665 |
|
2,209 |
|
2,665 |
TI Sparkle(iii) |
|
595 |
|
1,640 |
|
595 |
|
1,640 |
I Systems(ix) |
|
24,602 |
|
27,417 |
|
24,602 |
|
27,417 |
Cozani(x) |
|
- |
|
6,083 |
|
- |
|
- |
Total |
|
31,731 |
|
39,443 |
|
31,731 |
|
33,360 |
|
|
|
|
|
|
|
|
|
|
|
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
|
|
Cost / Expense |
|
|
|
|
Parent Company |
|
Consolidated |
|
|
September 2023 |
|
September 2022 |
|
September 2023 |
|
September 2022 |
|
|
|
|
|
|
|
|
|
Telecom Italia S.p.A.(ii) |
|
94,046 |
|
75,496 |
|
94,046 |
|
75,496 |
Telecom Italia Sparkle(i) |
|
11,060 |
|
11,827 |
|
11,060 |
|
11,827 |
TI Sparkle(iii) |
|
13,303 |
|
13,697 |
|
13,303 |
|
13,697 |
Vivendi Group(v) |
|
5,001 |
|
3,013 |
|
5,001 |
|
3,013 |
Gruppo Havas(vi) |
|
406,038 |
|
275,872 |
|
406,038 |
|
275,872 |
I Systems(viii) |
|
305,883 |
|
273,412 |
|
305,883 |
|
273,412 |
Cozani(x) |
|
- |
|
9,936 |
|
- |
|
- |
Other |
|
15,895 |
|
17,629 |
|
15,895 |
|
17,629 |
Total |
|
851,226 |
|
680,882 |
|
851,226 |
|
670,946 |
(i) amounts refer to roaming, Value-Added
Services – VAS, transfer of means and international voice-wholesale.
(ii) The amounts refer to international
roaming, technical assistance and value added services – VAS and licensing for the use of a registered trademark, granting TIM. S.A.
the right to use the “TIM” brand upon payment of royalties in the amount of 0.5% of the Company’s net revenue, with
payment made on a quarterly basis.
(iii) Values refer to link rental,
EILD rental, media rental (submarine cable) and signaling service.
(iv) Mainly refer to judicial deposits
made on account of labor claims and transfers of employees.
(v) the values refer to Value Added Services-VAS.
(vi) From the values described above,
in the result, they refer to advertising services, of which, R$ 365,493 (R$ 248,527 on September 30, 2022), are related
to media transfers.
(vii) Refer to judicial deposits made on account of labor claims.
(viii) The amounts refer to fiber
infrastructure capacity services.
(ix) The amounts are related to services
provided by TIM S.A., mainly related to network operation and maintenance in the scope of Transition Service Agreement, signed when closing
the transaction.
(x) Refer to contracts related to
the operation of telecommunications services, including interconnection, roaming, assignment of means and use of radio frequencies, in
addition to co-billing agreements.
(xi) The amounts refer to the development
of the software used in the billing of telecommunication services. The company was merged in April 2023 and all intercompany balances
were eliminated.
The Company has social investment actions that include donations,
projects developed by the Tim Institute and sponsorships. On September 30, 2023, the Company invested R$ 6,673 (R$ 3,137 on
September 30, 2022).
Sales and purchases involving related parties are carried out
at prices equivalent to those practiced in the market. Outstanding balances at the end of the period are not linked to guarantees and
are settled in cash. There were no guarantees provided or received in connection with any accounts receivable or payable involving related
parties.
Balances on equity accounts are recorded in the groups: trade accounts
receivable, prepaid expenses, suppliers and other current assets and liabilities.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
| 36. | Management remuneration |
The key management personnel includes: statutory directors and the Board
of Directors. The payment of key management personnel for the provision of their services is presented below:
|
September 2023 |
|
September 2022 |
|
|
|
|
Short-term benefits |
18,240 |
|
24,337 |
Share-based remuneration |
6,816 |
|
28,770 |
|
25,056 |
|
53,107 |
| 37. | Financial instruments and risk management |
Among the financial instruments registered in the Company, there are derivatives
that are financial assets or liabilities measured at fair value through profit or loss. At each balance sheet date such assets/liabilities
are measured at their fair value. Interest, monetary correction, foreign exchange variation and variations arising from the fair value
measurement, where applicable, shall be recognized in the result when incurred, under the line of financial revenues or expenses.
Derivatives are initially recognized at fair value on the date the
derivative agreement is entered into, and are subsequently remeasured at fair value. The Company does not apply “hedge accounting”.
The
company carries out transactions with derivative financial instruments, without speculative purposes, only with the aim of i) reducing
risks related to foreign exchange variation and ii) managing interest rate exposure. The Company's derivative financial instruments are
specifically represented by swap and options contracts.
The
company's financial instruments are being presented in compliance with IFRS 9 / CPC 48.
The
main risk factors to which the Company is exposed are:
(i)
Exchange rate risks
The exchange rate risks relate to the possibility of the Company computing
i) losses derived from fluctuations in exchange rates by increasing the balances of debt with loans and financing obtained in the market
and the corresponding financial expenses or ii) increase in cost in commercial contracts that have some type of link to foreign exchange
variation. In order for these types of risks to be mitigated, the company performs: swap contracts with financial institutions with the
aim of canceling the impacts arising from the fluctuation of exchange rates on the balance sheet and financial result and commercial contracts
with foreign exchange band clauses with the aim of partially mitigating foreign exchange risks or derivative financial instruments to
reduce the remaining risks of foreign exchange exposure in commercial contracts.
On September 30, 2023 and December 31, 2022, the Company's loans
and financings indexed to the variation of foreign currencies are fully protected, both in terms and in value, by swap contracts. Gains
or losses on these swap contracts are recorded in the company's earnings.
(ii)
Interest rate risks
Interest rate risks refer to:
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The possibility of variations in the fair value of the loans obtained by
the company indexed to TJLP, IPCA, fixed rate and/or TLP, when such rates pose a risk to the company’s perspective of not corresponding
proportionally to the rates relating to Interbank Certificates of Deposit (CDI). The Company opted to hedge the exposure linked to the
IPCA arising from the issuance of debentures, financing to BNDES (FINAME) and BNB and the exposure to a fixed rate linked to the debt
with BNP Paribas, all of them until maturity.
The possibility of an unfavorable movement in interest rates would cause
an increase in the financial expenses of the Company, as a result of the share of the debt and the passive positions that the Company
has in swap contracts linked to floating interest rates (percentage of the CDI). However, on September 30, 2023 and December 31,
2022, the Company maintains its financial resources applied to Interbank Certificates of Deposit (CDI), which substantially reduces this
risk.
(iii)
Credit risk inherent in the provision of services
The risk is related to the possibility of the company computing losses
derived from the inability of the subscribers to honor the payments of the invoiced amounts. To minimize this risk, the company preventively
performs credit analysis of all orders imputed by the sales areas and monitors the accounts receivable of subscribers, blocking the ability
to use services, among other actions, if customers do not pay their debts. There are no customers who have contributed more than 10% of
net accounts receivable on September 30, 2023 and December 31, 2022 or revenues from services rendered during the periods ended
September 30, 2023 and 2022.
(iv)
Credit risk inherent in the sale of telephone sets and prepaid telephone cards
The group's policy for the sale of telephone devices and the distribution
of prepaid telephone cards is directly related to the credit risk levels accepted during the normal course of business. The selection
of partners, the diversification of the portfolio of accounts receivable, the monitoring of loan conditions, the positions and limits
of orders established for traders, the formation of collateral are procedures adopted by the company to minimize possible collection problems
with its trading partners. There are no customers who contributed more than 10% of merchandise sales revenue during the periods ended
September 30, 2023 and 2022. There are no customers who contributed more than 10% of the net receivables from the sale of goods as of
September 30, 2023 and December 31, 2022.
(v) Liquidity
risk
Liquidity risk arises from the need for cash before the obligations assumed.
The Company structures the maturities of its non-derivative financial instruments and their respective derivative financial instruments
so as not to affect liquidity. See Notes 17 and 21.
The liquidity and cash flow management of the Company are carried out daily
to ensure that the operational cash generation and prior fund raising, when necessary, are sufficient to maintain its schedule of operational
and financial commitments.
All interest earning bank deposits of the Company have daily liquidity
and the Management may, even in specific cases: i) revise the dividend payment policy; ii) issue new shares; and/or iii) sell assets to
increase liquidity.
(vi)
Financial credit risk
The cash flow forecast is performed by the Finance Executive Board, which
monitors the continuous forecasts of the liquidity requirements to ensure that the Company has enough cash to satisfy its operating needs.
This forecast takes into consideration the investment, debt financing plans, compliance with covenants, attainment of the internal goals
and if applicable, external or legal regulatory requirements.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The risk is related to the possibility of the Company posting losses resulting
from difficulties in the redemption of short-term interest earning bank deposits and swap contracts, due to possible insolvency of counterparties.
The Company minimizes the risk associated with these financial instruments by maintaining operations only with financial institutions
of recognized market strength, in addition to following a policy that establishes maximum levels of risk concentration per financial
institution.
Fair value of derivative financial instruments:
The derivative financial instruments are presented below:
|
|
September 2023 |
|
December 2022 |
|
|
Assets |
Liabilities |
|
Assets |
Liabilities |
|
|
|
|
|
|
|
Operations with derivatives |
|
256,037 |
330,313 |
|
276,951 |
393,372 |
Other derivatives(i) |
|
502,453 |
- |
|
624,671 |
- |
|
|
758,490 |
330,313 |
|
901,622 |
393,372 |
|
|
|
|
|
|
|
Current portion |
|
(243,540) |
(330,313) |
|
(239,189) |
(343,142) |
Non-current portion |
|
514,950 |
- |
|
662,433 |
50,230 |
Other derivatives are instruments of share subscription options represent
the option of the Company to subscribe 4.44% of the shares of C6 capital on September 30, 2023 (5.52% on December 31, 2022), where the
Group/Company paid a share subscription premium in the amount of R$ 25.5 million until September 30, 2023 (R$ 23.9 million until
December 31, 2022). As required by IFRS 9 / CPC 48, the financial instrument must be valued at its fair value that on September
30, 2023 and December 31, 2022 corresponds to R$ 502 million and R$ 625 million, respectively. The change for the period refers
to the achievement of 2 targets in 2023 (9th and 10th targets), with a fair value of R$ 40.7 million and subscription
and shares in the amount of R$ 163 million, according to Note 12.
The impact of the mark-to-market is calculated by the difference in the
fair value of the option less the amount paid for the share subscription premium. This financial instrument was measured at fair value
and subsequently revaluated and possible changes recorded in the Company’s financial income (loss) for the year, considering the
arbitration risks disclosed in Note 28.
The long-term derivative financial instruments at September
30, 2023 are due in accordance with the following schedule:
|
|
Assets |
|
|
|
2024 |
|
10,247 |
2025 |
|
504,703 |
>2026 |
|
- |
|
|
514,950 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Non-derivative financial liabilities are substantially composed of accounts
payable with suppliers, dividends payable and other obligations, the maturity of which will occur in the next 12 months, except for loans
and financing and leases, the nominal flows of payments of which are disclosed in Notes 21 and 17.
Financial instruments measured at fair value:
|
September 2023 |
|
Level 1 |
|
Level 2 |
|
TOTAL |
|
|
|
|
|
|
Total assets |
851,197 |
|
923,438 |
|
1,774,635 |
|
|
|
|
|
|
Financial assets at fair value through profit or loss |
851,197 |
|
923,438 |
|
1,774,635 |
|
|
|
|
|
|
Derivative financial instruments |
- |
|
256,037 |
|
256,037 |
Other derivatives |
- |
|
502,453 |
|
502,453 |
Marketable securities |
851,197 |
|
- |
|
851,197 |
Other financial assets |
- |
|
164,948 |
|
164,948 |
|
|
|
|
|
|
Total liabilities |
|
|
330,313 |
|
330,313 |
|
|
|
|
|
|
Financial liabilities at fair value through profit or loss |
- |
|
330,313 |
|
330,313 |
|
|
|
|
|
|
Derivative financial instruments |
- |
|
330,313 |
|
330,313 |
|
|
|
|
|
|
|
December 2022 |
|
Level 1 |
|
Level 2 |
|
TOTAL |
|
|
|
|
|
|
Total assets |
2,203,564 |
|
901,622 |
|
3,105,186 |
|
|
|
|
|
|
Financial assets at fair value through profit or loss |
2,203,564 |
|
901,622 |
|
3,105,186 |
|
|
|
|
|
|
Derivative financial instruments |
- |
|
276,951 |
|
276,951 |
Other derivatives |
|
|
624,671 |
|
624,671 |
Marketable securities |
2,203,564 |
|
- |
|
2,203,564 |
|
|
|
|
|
|
Total liabilities |
- |
|
393,372 |
|
393,372 |
|
|
|
|
|
|
Financial liabilities at fair value through profit or loss |
- |
|
393,372 |
|
393,372 |
|
|
|
|
|
|
Derivative financial instruments |
- |
|
393,372 |
|
393,372 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
The fair value of financial instruments traded in active markets is based
on quoted market prices at the balance sheet date. A market is seen as active if quoted prices are ready and regularly available from
a stock exchange, distributor, broker, industry group, pricing service, or regulatory agency, and those prices represent real market transactions
and that occur regularly on purely commercial basis. These instruments are included in the Level 1. The instruments included in Level
1 mainly comprise the equity investments of bank certificates of deposit (CDB) and committed classified as securities for trading.
The fair value of financial instruments that are not traded on active markets
(for example, over-the-counter derivatives) is determined based on valuation techniques. These valuation techniques maximize the use of
the data adopted by the market where it is available and rely as little as possible on entity-specific estimates. If all relevant information
required for the fair value of an instrument is adopted by the market, the instrument is included in Level 2.
If relevant information is not based on data adopted by the market, the
instrument is included in Level 3.
Specific evaluation techniques used to measure the financial instruments
include:
·
Quoted market prices or quotes from financial institutions or brokerage firms
for similar instruments.
·
The fair value of swaps of interest rate is calculated at the present value
of future cash flows estimated based on yield curves adopted by the market.
·
Other techniques, such as analysis of discounted cash flows, available data
of the last relevant transaction and analysis of results based on multiples of similar companies, are used to determine the fair value
of the remaining financial instruments.
The fair values of currency derivative financial instruments and interest
rates of the Company were determined by means of future cash flows (active and passive position) using the contracted conditions and bringing
these flows to present value through discounts for the use of future interest rate disclosed by market sources. Fair values were estimated
at a specific time, based on available information and own evaluation methodologies.
Financial assets and liabilities by category
The Company’s financial instruments per category can be summarized as follows:
September 30, 2023
|
Measured at amortized cost |
|
Fair value through profit or loss |
|
Total |
|
|
|
|
|
|
|
|
Assets, as per balance sheet |
9,187,095 |
|
1,774,635 |
|
10,961,730 |
|
|
|
|
|
|
|
|
Derivative financial instruments |
- |
|
256,037 |
|
256,037 |
|
Other derivatives |
- |
|
502,453 |
|
502,453 |
|
Trade accounts receivable and other accounts receivable excluding prepayments |
3,812,602 |
|
- |
|
3,812,602 |
|
Marketable securities |
- |
|
851,197 |
|
851,197 |
|
Cash and cash equivalents |
3,608,812 |
|
- |
|
3,608,812 |
|
Leases |
239,685 |
|
- |
|
239,685 |
|
Judicial deposits |
1,444,299 |
|
- |
|
1,444,299 |
|
Other financial assets |
- |
|
164,948 |
|
164,948 |
|
Other amounts recoverable |
81,697 |
|
- |
|
81,697 |
|
|
|
|
|
|
|
|
Liabilities, as per balance sheet |
22,498,694 |
|
330,313 |
|
22,829,007 |
|
|
|
|
|
|
|
|
Loans and financing |
4,837,067 |
|
- |
|
4,837,067 |
|
Derivative financial instruments |
- |
|
330,313 |
|
330,313 |
|
Suppliers and other obligations, excluding legal obligations |
3,853,828 |
|
- |
|
3,853,828 |
|
Lease liabilities |
12,605,760 |
|
- |
|
12,605,760 |
|
Other contractual obligations |
748,291 |
|
- |
|
748,291 |
|
Dividends and interest on shareholders' equity payable |
453,748 |
|
- |
|
453,748 |
|
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
December 31, 2022
|
Parent Company
|
|
Consolidated |
|
Measured at amortized cost |
|
Fair value through profit or loss |
|
Total |
|
Measured at amortized cost |
|
Fair value through profit or loss |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Assets, as per balance sheet |
7,405,960 |
|
3,105,186 |
|
10,511,146 |
|
7,851,215 |
|
3,105,186 |
|
10,956,401 |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
- |
|
276,951 |
|
276,951 |
|
- |
|
276,951 |
|
276,951 |
Other derivatives |
- |
|
624,671 |
|
624,671 |
|
- |
|
624,671 |
|
624,671 |
Trade accounts receivable and other accounts receivable excluding prepayments |
3,978,135 |
|
- |
|
3,978,135 |
|
3,659,777 |
|
- |
|
3,659,777 |
Marketable securities |
- |
|
2,203,564 |
|
2,203,564 |
|
- |
|
2,203,564 |
|
2,203,564 |
Cash and cash equivalents |
1,785,100 |
|
- |
|
1,785,100 |
|
2,548,713 |
|
- |
|
2,548,713 |
Leases |
238,646 |
|
- |
|
238,646 |
|
238,646 |
|
- |
|
238,646 |
Judicial deposits |
1,377,560 |
|
- |
|
1,377,560 |
|
1,377,560 |
|
- |
|
1,377,560 |
Other amounts recoverable |
26,519 |
|
- |
|
26,519 |
|
26,519 |
|
- |
|
26,519 |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities, as per balance sheet |
20,713,839 |
|
393,372 |
|
21,107,211 |
|
23,448,704 |
|
393,372 |
|
23,842,076 |
|
|
|
|
|
|
|
|
|
|
|
|
Loans and financing |
4,969,825 |
|
|
|
4,969,825 |
|
4,969,825 |
|
|
|
4,969,825 |
Derivative financial instruments |
- |
|
393,372 |
|
393,372 |
|
- |
|
393,372 |
|
393,372 |
Suppliers and other obligations, excluding legal obligations |
4,385,356 |
|
- |
|
4,385,356 |
|
4,237,229 |
|
- |
|
4,237,229 |
Lease liabilities |
9,948,873 |
|
- |
|
9,948,873 |
|
12,831,865 |
|
- |
|
12,831,865 |
Other contractual obligations |
748,291 |
|
- |
|
748,291 |
|
748,291 |
|
- |
|
748,291 |
Dividends and interest on shareholders' equity payable |
661,494 |
|
- |
|
661,494 |
|
661,494 |
|
- |
|
661,494 |
The regular purchases and sales of financial assets are recognized on the
trading date, which is the date when the Company commits to buy or sell the asset. Investments are initially recognized at fair value.
After initial recognition, changes in fair value are recorded in the profit and loss for the year, in the financial revenues and expenses’
group.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Financial
risk hedge policy adopted by the Company
The Company's policy establishes that mechanisms must be adopted to protect
against financial risks arising from the contracting of financing in foreign currency or indexed to the interest rate, in order to manage
said exposure.
The contracting of derivative financial instruments against foreign exchange
exposure shall occur simultaneously with the contracting of the debt that gave rise to such exposure. The level of coverage to be contracted
for such foreign exchange exposures shall be 100% of the risk, both in terms and in value. To cover interest rates, it is up to the Company
to elect or not to contract a hedging mechanism, as provided for in the internal policies.
On September 30, 2023, there are no types of margins or guarantees applied
to the company's derivative transactions.
Based on mandatory market developments, we changed the index of our debt
with KFW/Finninvera from Libor to SOFR.
Likewise, for maintaining the hedge, we migrated the swap transaction with
Bank of America, which until then was indexed to Libor and became indexed to SOFR as of January 2024. Transition without any cash effect
and with the same cost as a percentage of the original CDI.
The selection criteria of financial institutions follow parameters that
take into account the rating provided by renowned risk analysis agencies, shareholders’ equity and levels of concentration of operations
and resources.
The operations with derivative financial instruments contracted by the
company and in force on September 30, 2023 and December 31, 2022 are shown in the following table:
September 30, 2023
|
|
COUNTERPARTY |
|
|
% Coverage |
AVERAGE SWAP RATES |
Currency |
Type of SWAP |
Debt |
SWAP |
Total Debt |
Total swap
(long position)¹ |
|
Long position |
Short position |
USD |
LIBOR x DI |
KFW/
Finnvera |
JP Morgan and Bank of America |
128,090 |
128,090 |
100% |
LIBOR 6M + 0.75% p.a. |
79.00−92.59% CDI |
BRL |
IPCA x DI |
BNB |
XP and ITAU |
218,477 |
220,439 |
100% |
IPCA + 1.22−1.49% p.a. |
67.73–69.50% CDI |
USD |
PRE x DI |
The Bank of Nova Scotia |
Scotiabank |
1,515,537 |
1,518,405 |
100% |
1.73–3.80% p.a. |
CDI + 1.05−108.95% CDI |
BRL |
PRE x DI |
BNP Paribas |
BNP Paribas |
506,007 |
507,068 |
100% |
8.34% p.a. |
CDI + 1.07% |
BRL |
IPCA x DI |
DEBENTURE |
ITAU |
1,885,859 |
1,888,027 |
100% |
IPCA + 4.17% p.a. |
CDI + 0.95% |
BRL |
IPCA x DI |
BNDES |
XP |
391,918 |
392,978 |
100% |
IPCA + 4.23% p.a. |
96.95% CDI |
|
|
|
|
|
|
|
|
|
1 In certain swap contracts, long position includes the cost of income tax (15%)
and few debt contracts linked to IPCA were remeasured due to the deflation. After related taxes, coverage remains at 100%.
December 31, 2022
|
|
COUNTERPARTY |
|
% Coverage |
AVERAGE SWAP RATES |
Currency |
Type of SWAP |
Debt |
SWAP |
Total Debt |
Total swap
(Long position)¹ |
|
Long position |
Short position |
USD |
LIBOR x DI |
KFW/
Finnvera |
JP Morgan and Bank of America |
175,589 |
175,589 |
100% |
LIBOR 6M + 0.75% p.a. |
79.00−92.59% CDI |
|
|
|
|
|
|
|
|
|
BRL |
IPCA x DI |
BNB |
XP and ITAU |
249,400 |
249,166 |
100% |
IPCA + 1.22−1.49% p.a. |
67.73–69.50% CDI |
USD |
PRE x DI |
The Bank of Nova Scotia |
Scotiabank |
1,568,683 |
1,569,829 |
100% |
1.73–3.80% p.a. |
CDI + 1.05−108.95% CDI |
BRL |
PRE x DI |
BNP Paribas |
BNP Paribas |
515,265 |
517,727 |
100% |
8.34% p.a. |
CDI + 1.07% |
BRL |
IPCA x DI |
DEBENTURE |
ITAU |
1,796,843 |
1,796,843 |
100% |
IPCA + 4.17% p.a. |
CDI + 0.95% |
BRL |
IPCA x DI |
BNDES |
XP |
394,139 |
394,139 |
100% |
IPCA + 4.23% p.a. |
96.95% CDI |
1 In certain swap contracts, long position includes the cost of income tax (15%).
After related taxes, coverage remains at 100%.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Position showing the sensitivity analysis – effect of variations
in the fair value of the swaps
For the purpose of identifying possible distortions arising from operations
with consolidated derivative financial instruments currently in force, a sensitivity analysis was performed considering the variables
CDI, US dollar (USD), Libor and IPCA, individually, in three distinct scenarios (probable, possible and remote), and their respective
impacts on the results obtained.
Our assumptions basically observed the individual effect of the CDI, USD,
Libor and IPCA variation used in the transactions as the case may be, and for each scenario the following percentages and quotes were
used:
Sensitivity scenario |
Fair value in USD, EUR, BRL and IPCA(1) |
A) ∆ Accumulated variation in debt |
Fair value of the long position of the swap (+) |
Fair value of the short position of the swap (-) |
Swap result |
B) ∆ Accumulated variation in swap |
C) Final result (B-A) |
|
|
|
|
|
|
|
|
|
|
Sep 2023 |
4,023,219 |
- |
4,023,219 |
(4,097,292) |
(74,073) |
- |
- |
|
|
|
|
|
|
|
|
|
CDI |
probable |
4,023,219 |
- |
4,023,219 |
(4,097,292) |
(74,073) |
- |
- |
possible |
4,023,020 |
(199) |
4,023,020 |
(4,134,654) |
(111,634) |
(37,561) |
(37,362) |
remote |
4,022,826 |
(394) |
4,022,826 |
(4,171,637) |
(148,811) |
(74,738) |
(74,344) |
USD |
probable |
4,023,219 |
- |
4,023,219 |
(4,097,292) |
(74,073) |
- |
- |
possible |
4,429,575 |
406,356 |
4,429,575 |
(4,097,292) |
332,283 |
406,356 |
- |
remote |
4,835,931 |
812,712 |
4,835,931 |
(4,097,292) |
738,639 |
812,712 |
- |
Libor |
probable |
4,023,219 |
- |
4,023,219 |
(4,097,292) |
(74,073) |
- |
- |
possible |
4,025,255 |
2,036 |
4,025,255 |
(4,097,292) |
(72,037) |
2,036 |
- |
remote |
4,027,292 |
4,073 |
4,027,292 |
(4,097,292) |
(70,000) |
4,073 |
- |
IPCA |
probable |
4,023,219 |
- |
4,023,219 |
(4,097,292) |
(74,073) |
- |
- |
possible |
3,923,049 |
(100,170) |
3,923,049 |
(4,097,292) |
(174,243) |
(100,170) |
- |
remote |
3,829,346 |
(193,873) |
3,829,346 |
(4,097,292) |
(267,946) |
(193,873) |
- |
(1) (KFW Finnvera, Scotia, BNB, BNP Paribas, Debenture and BNDES.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Risk variable |
Sensitivity scenario |
CDI |
US$ |
Libor |
IPCA |
|
|
|
|
|
|
|
|
|
|
|
|
CDI |
Probable |
12.65% |
5.0076 |
5.73% |
5.19% |
Possible |
15.81% |
5.0076 |
5.73% |
5.19% |
Remote |
18.98% |
5.0076 |
5.73% |
5.19% |
USD |
Probable |
12.65% |
5.0076 |
5.73% |
5.19% |
Possible |
12.65% |
6.2595 |
5.73% |
5.19% |
Remote |
12.65% |
7.5114 |
5.73% |
5.19% |
Libor |
Probable |
12.65% |
5.0076 |
5.73% |
5.19% |
Possible |
12.65% |
5.0076 |
7.16% |
5.19% |
Remote |
12.65% |
5.0076 |
8.60% |
5.19% |
IPCA |
Probable |
12.65% |
5.0076 |
5.73% |
5.19% |
Possible |
12.65% |
5.0076 |
5.73% |
6.49% |
Remote |
12.65% |
5.0076 |
5.73% |
7.79% |
As the Company has derivative financial instruments for the purposes of
protection of its respective financial liabilities, the changes in the scenarios are accompanied by the respective object of protection,
thus showing that the effects related to the exposure generated in the swaps will have their counterpart reflected in the debt. For these
transactions, the Company discloses the fair value of the object (debt) and the protective derivative financial instrument on separate
lines, as demonstrated above in the sensitivity analysis demonstration table, in order to report the company's net exposure in each of
the scenarios mentioned.
It is noteworthy that the operations with derivative financial instruments
contracted by the company have as sole objective the patrimonial protection. In this way, an improvement or worsening in their respective
market values will be equivalent to an inverse movement in the corresponding portions of the value of the financial debt contracted, object
of the derivative financial instruments of the company.
The sensitivity analyses for derivative financial instruments in force
on September 30, 2023 were carried out considering, basically, the assumptions related to changes in market interest rates and the change
in the US dollar used in swap contracts. The use of these assumptions in the analysis is due exclusively to the characteristics of derivative
financial instruments, which have exposure only to changes in interest and exchange rates.
Table with gains and losses on derivatives in the period
|
|
September
2023 |
|
September 2022 |
Net income (loss) from derivative operations |
|
(150,705) |
|
(215,350) |
Income (loss) from operations with other derivatives |
|
39,173 |
|
117,520 |
Capital management
The Group's objectives in managing its capital are to safeguard its business
continuity capacity to offer return to shareholders and benefits to the other stakeholders besides maintaining a capital structure to
reduce this cost. To maintain or adjust the group's capital structure, management may review the dividend payment policy, return capital
to shareholders, or issue new shares or sell assets to reduce, for example, the level of debt.
Changes in financial liabilities
Changes in liabilities arising from financing activities such as loans
and financing, lease liabilities lease and financial instruments are presented below:
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
Parent Company
|
Loans and financing |
|
Lease liability(i) |
|
Derivative financial instruments (assets) liabilities |
|
|
|
|
|
|
December 31, 2022 |
4,969,825 |
|
9,948,873 |
|
(508,251) |
Additions |
- |
|
1,740,464 |
|
122,218 |
Balance of merged company |
- |
|
2,992,831 |
|
- |
Cancellations |
- |
|
(849,215) |
|
- |
Financial charges |
250,921 |
|
1,029,263 |
|
79,448 |
Net foreign exchange variations |
(71,257) |
|
- |
|
71,257 |
Payments |
(312,422) |
|
(2,256,456) |
|
(192,849) |
|
- |
|
- |
|
|
September 30, 2023 |
4,837,067 |
|
12,605,760 |
|
(428,177) |
(i) Lease liability payments include payments of fines in the amount of
R$ 155 million.
Parent Company
|
Loans and financing |
|
Lease liabilities |
|
Derivative financial instruments (assets) liabilities |
|
|
|
|
|
|
December 31, 2021 |
3,845,465 |
|
9,063,539 |
|
(447,132) |
Additions |
1,249,128 |
|
1,808,682 |
|
(132,166) |
Cancellations |
- |
|
(61,899) |
|
- |
Financial charges |
237,292 |
|
797,426 |
|
259,937 |
Net foreign exchange variations |
44,487 |
|
- |
|
(44,587) |
Payments |
(595,216) |
|
(1,712,110) |
|
(84,431) |
|
|
|
|
|
|
September 30, 2022 |
4,781,156 |
|
9,895,638 |
|
(448,379) |
Consolidated
|
Loans and financing |
|
Lease liabilities |
|
Derivative financial instruments (assets) liabilities |
|
|
|
|
|
|
December 31, 2021 |
3,845,465 |
|
9,063,539 |
|
(447,132) |
Additions |
1,249,128 |
|
1,808,682 |
|
(132,166) |
Cozani acquisition – opening balance 04/30/2022 |
- |
|
2,929,449 |
|
- |
Cancellations |
- |
|
(61,899) |
|
- |
Financial charges |
237,292 |
|
963,312 |
|
259,937 |
Net foreign exchange variations |
44,487 |
|
- |
|
(44,587) |
Payments |
(595,216) |
|
(2,069,559) |
|
(84,431) |
|
|
|
|
|
|
September 30, 2022 |
4,781,156 |
|
12,633,524 |
|
(448,379) |
| 38. | Pension plan and other post-employment benefits |
|
|
September 2023 |
|
December 2022 |
|
|
|
|
|
PAMEC/asset policy and medical plan |
|
5,825 |
|
5,825 |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
ICATU, SISTEL and VIVEST
The Company sponsors defined benefit private pension and contribution plans
for a group of employees from the former TELEBRÁS system, which are currently under the administration of ICATU FUNDO MULTIPATROCINADO
and Fundação Sistel de Seguridade Social. In addition to the plans coming from the TELEBRÁS system, there is also
the plan administered by the VIVEST foundation resulting from the incorporation of AES Atimus.
Such supplementary pension plans, as well as medical plans, are briefly
explained below:
PBS assisted (PBS-Tele Celular Sul and PBS-Tele Nordeste Celular): SISTEL
benefit plan with a defined benefit feature. It includes retired employees who were part of the plans sponsored by the companies of the
old TELEBRÁS system;
PBS (PBS Tele Celular Sul and PBS Tele Nordeste Celular): pension plan for
active and assisted employees with defined benefit characteristics. These benefit plans are managed by the ICATU Fundo MULTIPATROCINADO;
TIMPREV Plan (South and Northeast): pension plan for active and assisted employees
with defined contribution characteristics. These benefit plans are managed by the ICATU Fundo MULTIPATROCINADO;
Administration agreement: administration agreement for retirement payment
to retirees and pensioners of the company's predecessors. Said plan is managed by ICATU Fundo MULTIPATROCINADO;
PAMEC/Asset Policy: complementary health care plan for retirees of the Company's
predecessors;
AES Telecom: Complementary pension plan managed by Vivest,
which is the responsibility of TIM, due to the acquisition of AES Atimus, a company that belonged to the former Eletropaulo. Currently,
the plan is in the process of Withdrawal of Sponsorship with the National Superintendence of Complementary Pensions (PREVIC).
Fiber medical plan: Provision for maintenance of health plan as post-employment
benefit to former employees of AES Atimus (as established in Law 9656/98, articles 30 and 31), which was acquired and incorporated
by TIM.
The Company maintains a policy of monitoring the risks inherent in its
operations. As a result, as of September 30, 2023, the company had insurance contracts in force to cover operational risks, civil liability,
cyber risks, health, among others. The management of the company understands that the policies represent sufficient amounts to cover any
losses. The main assets, liabilities or interests covered by insurance and their maximum indemnity limits are as follows:
Modalities |
|
Maximum indemnity limits |
Operational risks |
|
R$ 590,376 |
General Civil Liability - RCG |
|
R$ 80,000 |
Cyber risks |
|
R$ 30,000 |
Automobile (executives and operational fleet) |
|
R$ 1,000 for optional civil liability (property damage and bodily harm) and R$ 100 for pain and suffering. |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
40. Supplementary information to the cash flow
|
Parent Company |
|
Consolidated |
|
September
2023 |
|
September
2022 |
|
September
2023 |
|
September
2022 |
Transactions not involving cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment and intangible assets - with no cash effect |
(1,644,073) |
|
(1,691,524)) |
|
(2,044,366) |
|
(1,693,144) |
Increase in lease liabilities - no effect on cash |
1,644,073 |
|
1,691,524 |
|
2,044,366 |
|
1,693,144 |
Assets and liabilities, net of merger effects |
3,877,394 |
|
- |
|
- |
|
- |
C6 Bank bonus warrant |
162,958 |
|
- |
|
162,958 |
|
- |
|
|
|
|
|
|
|
|
|
Agreement regarding the adjusted closing price related to the acquisition
of Cozani
On October 4, 2023, TIM S.A., through a Material Fact, communicated to
its shareholders and the market in general that the Arbitration Chamber Court approved an agreement related to the Post-Closing Adjustment,
celebrated, on the one hand, between TIM S.A., Telefônica Brasil S.A. and Claro S.A. (“Buyers”) and, on the other hand,
Oi S.A. – Under Court-Ordered Recovery (“Seller” and, together with the Buyer, the “Parties”) (“Agreement”),
as a way of putting an end to the controversy and the arbitration procedure related to the Post-Closing Adjustment. The final price of
the portion of UPI Ativos Móveis assigned to the Company, considering the Post-Closing Adjustment negotiated in the Agreement,
was R$ 6.68 billion, taking as reference the closing date (“TIM Adjusted Final Price”).
Considering the TIM Adjusted Final Price, the Company recovered a portion
corresponding to half of the amount that had been deposited in court and subsequently transferred it to the Arbitration Chamber (equivalent
to approximately R$ 317 million on the closing date, updated by the 100% of the CDI change until the deposit in court, plus interest
and/or inflation adjustment, applicable until the date of the respective redemption), and the remaining amount was redeemed by the Seller
as part of the purchase price of the UPI Ativos Móveis assigned to the Company.
Payment of interest on shareholders’ equity
The Company’s Board of Directors approved the distribution of
R$ 425,000 of Interest on Shareholders’ Equity as of September 18, 2023. The payment took place on October 23, 2023, and the
date for identification of shareholders entitled to receive such amounts took place on September 21, 2023.
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
FISCAL COUNCIL’S OPINION
The Members of the Fiscal Council of TIM S.A.
("Company"), in the exercise of their attributions and legal duties, as provided in Article 163 of the Brazilian Corporate Law,
conducted a review and analysis of the quarterly financial statements, along with the limited review report of Ernst & Young Auditores
Independentes S/S (“EY”), for the period that ended on September 30th, 2023, and taking into account the information
provided by the Company's management and the Independent Auditors, consider the information appropriate for presentation to the Board
of Directors of the Company, in accordance to the Brazilian Corporate Law.
Rio de Janeiro, November 6th, 2023.
WALMIR URBANO KESSELI
Chairman of the Fiscal Council |
ANNA MARIA CERENTINI GOUVÊA GUIMARÃES
Member of the Fiscal Council |
Elias de
Matos Brito
Member of the Fiscal Council |
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
STATUTORY OFFICERS’ STATEMENT
Alberto Mario Griselli (Chief Executive
Officer and Investor Relations Officer), Andrea Palma Viegas Marques (Chief Financial Officer), Bruno Mutzenbecher Gentil (Business
Support Officer), Maria Antonietta Russo (People, Culture & Organization Officer), Mario Girasole (Regulatory and Institutional
Affairs Officer) and Fabiane Reschke (Legal Officer), as Statutory Officers of TIM S.A., declare, in accordance with article 27,
paragraph 1, item VI of CVM Resolution Nr. 80 of March 29th, 2022, that they have reviewed, discussed and agreed with the Company’s
Financial Statements for the period ended September 30th, 2023.
Rio de Janeiro, November 6th, 2023.
ALBERTO MARIO GRISELLI
Diretor Presidente
e Diretor de Relação com Investidores (Chief Executive Officer and Investor Relations
Officer) |
ANDREA PALMA VIEGAS MARQUES
Diretora Financeira (Chief Financial Officer) |
MARIO GIRASOLE
Regulatory and Institutional Affairs Officer |
BRUNO MUTZENBECHER GENTIL
Business Support Officer |
FABIANE RESCHKE
Diretora Jurídica (Legal Officer)
|
MARIA ANTONIETTA RUSSO
People, Culture & Organization Officer
|
TIM S.A. NOTES TO THE QUARTERLY INFORMATION September 30, 2023 (In thousands of reais, unless otherwise indicated) |
STATUTORY OFFICERS’ STATEMENT
Alberto Mario Griselli (Chief Executive
Officer and Investor Relations Officer), Andrea Palma Viegas Marques (Chief Financial Officer), Bruno Mutzenbecher Gentil (Business
Support Officer), Maria Antonietta Russo (People, Culture & Organization Officer), Mario Girasole (Regulatory and Institutional
Affairs Officer) and Fabiane Reschke (Legal Officer), as Statutory Officers of TIM S.A., declare, in accordance with Section 27,
paragraph 1, item V of CVM Resolution Nr. 80 of March 29th, 2022, that they have reviewed, discussed and agreed with the opinion
expressed on the Company’s Independent Auditors’ Report regarding the Company’s Financial Statements for the period
ended September 30th, 2023.
Rio de Janeiro, November 6th, 2023.
ALBERTO MARIO GRISELLI
Diretor Presidente
e Diretor de Relações com Investidores (Chief Executive Officer and Investor
Relations Officer) |
ANDREA PALMA VIEGAS MARQUES
Diretora Financeira (Chief Financial Officer) |
MARIO GIRASOLE
Regulatory and Institutional Affairs Officer |
BRUNO MUTZENBECHER GENTIL
Business Support Officer |
FABIANE RESCHKE
Diretora Jurídica (Legal Officer) |
MARIA ANTONIETTA RUSSO
People, Culture & Organization Officer |
|
|
|
|
|
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
TIM S.A. |
Date:
November 6, 2023 |
|
By: |
/s/ Alberto
Mario Griselli |
|
|
|
Alberto
Mario Griselli |
|
|
|
Chief
Executive Officer, Chief Financial Officer and Investor Relations Officer |
TIM (NYSE:TIMB)
過去 株価チャート
から 10 2024 まで 11 2024
TIM (NYSE:TIMB)
過去 株価チャート
から 11 2023 まで 11 2024