Annual Report • Aug 31, 2020
Annual Report
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| 1H20 Highlights |
4 |
|---|---|
| Governing | |
| Bodies | 7 |
| Management | |
| Report | 8 |
| Capital Markets | 8 |
| Business Review | 14 |
| Consolidated Financial Review | 21 |
| Risks and Uncertainties for Future Periods | 27 |
| Consolidated Financial | |
| Statements | 37 |
| 1H20 Highlights | 1H19 | 1H20 | 1H20 / 1H19 |
|---|---|---|---|
| Operating Highlights | |||
| Homes Passed | 4,494.7 | 4,684.7 | 4.2% |
| % FttH | 28.6% | 35.0% | 6.4pp |
| Total RGUs | 9,537.5 | 9,760.7 | 2.3% |
| Pay TV RGUs | 1,617.1 | 1,647.9 | 1.9% |
| Convergent + Integrated Customers | 907.1 | 957.5 | 5.6% |
| Fixed Convergent + Integrated Customers as % of Fixed Access Customers | 59.2% | 61.0% | 1.9pp |
| Mobile RGUs | 4,769.1 | 4,869.9 | 2.1% |
| Residential ARPU / Unique Subscriber With Fixed Access (Euros) | 44.9 | 42.3 | (5.9%) |
| Financial Highlights | |||
| Telco Revenues | 687.4 | 652.8 | (5.0%) |
| Telco EBITDA | 305.1 | 294.4 | (3.5%) |
| EBITDA Margin | 44.4% | 45.1% | 0.7pp |
| Audiovisuals & Cinema Revenues | 54.9 | 30.7 | (44.0%) |
| Audiovisuals & Cinema EBITDA | 26.3 | 16.2 | (38.5%) |
| EBITDA Margin | 48.0% | 52.6% | 4.7pp |
| Consolidated Revenues | 721.5 | 666.6 | (7.6%) |
| Consolidated EBITDA | 331.4 | 310.6 | (6.3%) |
| EBITDA Margin | 45.9% | 46.6% | 0.7pp |
| Net Income Before Associates & Non-Controlling Interests | 88.2 | 37.8 | (57.2%) |
| EBITDA - Total CAPEX Excluding Leasings | 149.0 | 138.8 | (6.8%) |
| Total Free Cash-Flow Before Dividends, Financial Investments and Own Shares Acquisition |
100.0 | 88.1 | (11.9%) |
The impact of COVID 19 on operating and financial results was significant during 1H20, being felt more in 2Q20 than in 1Q20 due to nationwide lockdown for almost the entire quarter. Although the government announced gradual easing of retrictions from mid May, economic recovery has been very tenuous, with many businesses and sectors yet to open or working under very limited conditions.
All the main financial and operational impacts of the pandemic highlighted in our 1Q20 report persisted in 2Q20, namely the absence of cinema going due to theatre closures, significant decline of roaming revenues, suspension of premium sports channel billing and the more challenging B2B environment. In the case of premium sports channels, customers started to be billed again from 1 June 2020 with the restart of the Portuguese football league.
primarily activity related direct costs, and as such, EBITDA declined by just 3.5% to 294.4 million euros.
As at the date of this report, 22 July 2020
| Board of Directors | |
|---|---|
| Chairman of the Board of Directors | Angelo Paupério |
| Chairman of the Executive Committee | Miguel Almeida |
| Members of the Executive Committee | José Pedro Pereira da Costa, Vice-Presidente, CFO |
| Ana Paula Marques, Vice-Presidente | |
| Jorge Graça | |
| Luis Nascimento | |
| Manuel Ramalho Eanes | |
| Members | Ana Rita Cernadas |
| António Domingues | |
| António Lobo Xavier | |
| António Correia Teles | |
| Catarina Tavira | |
| Cristina Marques | |
| João Torres Dolores | |
| Joaquim de Oliveira | |
| José Carvalho de Freitas | |
| Maria Cláudia de Azevedo | |
| Fiscal Board | |
| Chairman of the Fiscal Board | José Pereira Alves |
| Members | Patrícia Couto Viana |
| Paulo Mota Pinto | |
| Alternate | Ana Luisa Aniceto da Fonte |
| Officials of the General Meeting of Shareholders | |
| Chairman | Pedro Canastra de Azevedo Maia |
| Secretary | Tiago Antunes da Cunha Ferreira de Lemos |
| Statutory Auditor | |
| In Office | ERNST & YOUNG AUDIT & ASSOCIADOS, SROC, S.A., (ROC number 178 and registered at CMVM with the number 9011, represented by Sandra e Sousa Amorim (ROC number 1213); |
| Alternate | Pedro Jorge Pinto Monteiro da Silva e Paiva (ROC n.º 1258) |
On 30 June 2020 3.884 euros, which represents a 19.1% decrease since the beginning of the year, and which compares with a 15.8% decline of the main Portuguese share index, PSI20.
Due to the COVID- , which postponed the approval and therefore payment of the dividend, in the amount of 0.278 euros, which took place only on 03 July 2020. Taking the amount of the dividend into consideration, in 1H20 would have been -13.2%.
In 1H20 more than 184.9 million NOS shares were traded, which translates to an average daily volume of 1.468 million shares per market session.
As such, the daily average volume of NOS in 1H20 represents 0.28% of its total number of shares outstanding.
The highest price at which NOS shares were traded this semester was 4.990 euros (on 14 January 2020), while their lowest trade price was 2.680 euros (on 16 March 2020).
As previously mentioned, the main Portuguese share index, PSI20, posted in 1H20 a drop of 15.8%. Additionally, the Spanish index, IBEX35, fell by 24.3%. FTSE100 (United Kingdom) declined by 18.2%, as well as DAX (Germany)and CAC40 index (France), which decreased by 17,4% and 7.1% respectively, in 1H20.
The activity developed by the Investor Relations Office provides permanent and updated information to the financial community about the activities of NOS, through regular press releases, presentations and communications on the quarterly, half-yearly and annual results, as well as any other relevant events that may occur.
| 13/01/2020 | NOS informs on NOS 2019-2024 Bonds Interest Payment |
|---|---|
| 20/01/2020 | |
| 23/01/2020 | NOS informs on resignation of Non Executive Board Members |
| 27/01/2020 | NOS informs on appointment of the Chairman of the Board of Directors |
| 04/02/2020 NOS informs on Letter of Intent signed with VODAFONE PORTUGAL | |
| 13/02/2020 | NOS informs on review of "BBB-" long term issuer credit rating and stable outlook by S&P |
| 21/02/2020 | NOS informs on 4Q19 Earnings Announcement |
| 20/03/2020 NOS informs on NOS 2015-2022 Bonds Interest Payment | |
| 25/03/2020 | NOS informs on co-optation of Members of the Board of Directors |
| 27/03/2020 | NOS informs on celebration of financing contracts |
| 31/03/2020 | NOS informs on shares delivered to Board Members and employees of the NOS Group |
| 01/04/2020 NOS informs on agreement with Tofane Global S.A.S. and with IBASIS PORTUGAL S.A. to sell all of NOS International Carrier Services S.A. share capital | |
| 04/04/2020 NOS informs on announcement by Sonaecom, SGPS, S.A. | |
| 06/04/2020 NOS informs on Manager Transactions | |
| 06/04/2020 NOS informs on Manager Transactions | |
| 06/04/2020 NOS informs on Manager Transactions | |
| 06/04/2020 NOS informs on Manager Transactions | |
| 06/04/2020 NOS informs on Manager Transactions | |
| 06/04/2020 NOS informs on Manager Transactions | |
| 14/04/2020 NOS informs on agreement between NOS Comunicações, S.A. and Cellnex Telecom, S.A. to sell 100% of the share capital of NOS Towering S.A. | |
| 24/04/2020 | |
| 30/04/2020 NOS informs on FY19 Annual Report and Accounts, approved by the Board of Directors on 20 February 2020 | |
| 06/05/2020 | NOS informs on 1Q20 Earnings Announcement NOS informs on 1Q20 Results Presentation |
| 07/05/2020 15/05/2020 |
NOS informs on Qualified Shareholding of Banco BPI, S.A. |
| 25/05/2020 | NOS informs on General Shareholders Meeting |
| 29/05/2020 | NOS informs on 1Q20 Consolidated Management Report |
| 15/06/2020 | NOS informs on announcement by Sonaecom, SGPS, S.A. |
Below we present the major Investor Relation events, which took place in 1H20. This Office provides all clarifications to the financial community in general - shareholders, investors (both institutional and retail) and analysts, also assisting and supporting the exercise of the shareholders rights. The Investor Relations Office promotes regular meetings of the executive management team with the financial community through the participation in specialized conferences, roadshows, both in Portugal or in major international financial centers, and often meets with investors who visit Portugal.
Following the contingency measures applied due to the COVID-19 pandemic, many events, that would usually occur in the main European markets, were conducted virtually, using various digital tools.
| 18/03/2020 | Citigroup Telecoms Conference (virtual format) |
|---|---|
| 11/05/2020 | Roadshow (virtual format) |
| 13/05/2020 | Roadshow (virtual format) |
| 14/05/2020 | UBS Virtual Pan European Small and Mid-Cap Conference 2020 (virtual format) |
| 15/05/2020 | Roadshow (virtual format) |
| 04/06/2020 | Roadshow (virtual format) |
| 05/06/2020 |
Any interested parties are invited to request information from the Investor Relations Office, using the following contacts:
Rua Actor António Silva, nº 9
1600-404 Lisboa
Ph. / Fax: +(351) 21 782 47 25 / +(351) 21 782 47 35
E-mail: [email protected]
Under the terms and for the purposes of Article 9, Paragraph a) and numbers 6 and 7 of Article 14 of CMVM Regulation 5/2008, and according to the information provided to the Company by the Governing Bodies, NOS hereby informs on the shareholdings of the members of its Governing Bodies, including the Audit and Finance Committee and the Alternate and In Office Statutory Auditors, at 30 June 2020:
| Shares | |||||||
|---|---|---|---|---|---|---|---|
| Name | Position / Job | 1H20 Transactions | |||||
| Balance 31-12-2019 | Acquisitions * Disposals Unit Price * | Date | Balance 30-06-2020 | ||||
| Ângelo Gabriel Ribeirinho dos Santos Paupério (1) | Chairman of the Board of Directors | 0 | - | - | - | - | 0 |
| ZOPT, SGPS, SA | 268.644.537 | - | - | - | - | 268.644.537 | |
| Miguel Nuno Santos Almeida | Chairman of the Executive Committee | 72.060 | 85.301 | - | 31/03/2020 | 157.361 | |
| José Pedro Faria Pereira da Costa | Executive Member | 130.272 | 63.086 | - | 31/03/2020 | 193.358 | |
| Manuel Ramalho Eanes | Executive Member | 0 | 48.277 | - | 31/03/2020 | 48.277 | |
| Ana Paula Garrido de Pina Marques | Executive Member | 37.463 | 48.277 | - | 31/03/2020 | 85.740 | |
| Spouse | 19.155 | 10.743 | - | 31/03/2020 | 29.898 | ||
| Luís Moutinho do Nascimento | Executive Member | 80 | - | - | - | - | 80 |
| Jorge Filipe Pinto Sequeira dos Santos Graça | Executive Member | 0 | 33.467 | - | 31/03/2020 | 33.467 | |
| Ana Rita Ferreira Rodrigues Cernadas | Non-Executive Member | 0 | - | - | - | - | 0 |
| António Domingues | Non-Executive Member | 0 | - | - | - | - | 0 |
| António Bernardo Aranha da Gama Lobo Xavier | Non-Executive Member | 0 | - | - | - | - | 0 |
| António Lobão Teles | Non-Executive Member | 0 | - | - | - | - | 0 |
| Catarina Eufémia Amorim da Luz Tavira Van-Dúnem | Non-Executive Member | 0 | - | - | - | - | 0 |
| Cristina Maria de Jesus Marques | Non-Executive Member | 0 | - | - | - | - | 0 |
| João Pedro Magalhães da Silva Torres Dolores (2) | Non-Executive Member | 0 | - | - | - | - | 0 |
| ZOPT, SGPS, SA | 268.644.537 | - | - | - | - | 268.644.537 | |
| Joaquim Francisco Alves Ferreira de Oliveira | Non-Executive Member | 0 | - | - | - | - | 0 |
| Maria Cláudia Teixeira de Azevedo (3) | Non-Executive Member | 0 | - | - | - | - | 0 |
| ZOPT, SGPS, SA | 268.644.537 | - | - | - | - | 268.644.537 | |
| José Carvalho de Freitas | Non-Executive Member | 0 | - | - | - | - | 0 |
| José Pereira Alves | Chairman of the Fiscal Board | 0 | - | - | - | - | 0 |
| Paulo Cardoso Correia da Mota Pinto | Member of the Fiscal Board | 0 | - | - | - | - | 0 |
| Patrícia Andrea Bastos Teixeira Lopes Couto Viana | Member of the Fiscal Board | 0 | - | - | - | - | 0 |
| Ana Luísa Nabais Aniceto da Fonte | Substitute Member of the Fiscal Board | 0 | - | - | - | - | 0 |
| Ernst & Young Audit & Associados, SROC, S.A. | Statutory Auditor | 0 | - | - | - | - | 0 |
| Sandra e Sousa Amorim | Statutory Auditor | 0 | - | - | - | - | 0 |
| Pedro Jorge Pinto Monteiro da Silva e Paiva | Substitute Statutory Auditor | 0 | - | - | - | - | 0 |
| (1) Ângelo Gabriel Ribeirinho dos Santos Paupério is member o f the Board o f Directors o f ZOPT, SGPS, S.A., which owned, o n 31 December 2019 a share correspondentto 52.15% o f the share capital and voting rights o f NOS and a member o f the Board o f Directors of Sonaecom, SGPS, S.A (2) João Pedro Magalhães da Silva Torres Dolores is member o f the Board o f Directors o f ZOPT, SGPS, S.A., company holding a share, o n 31 December 2019, correspondent to 52.15% o f the share capital and voting rights o f NOS, and member o f Board o f Directors of Sonaecom, SGPS, S.A |
(3) Maria Cláudia Teixeira de Azevedo is member o f the Board o f Directors o f ZOPT, SGPS, S.A., company holding a share, o n 31 December 2019, correspondent to 52.15% o f the share capital and voting rights o f NOS, and member o f Board o f Directors o f Sonaecom, SGPS, S.A..
* Share acquisitions with a 90% discount under the Short and Medium Term Variable Remuneration Regulation of NOS, SGPS, S.A.
Under the terms of paragraph c) of number 1 of article 9 of the Regulation 5/2008 of the Portuguese Securities Committee (CMVM), NOS hereby informs on its qualified shareholdings held by third parties, which have been reported to the Company.
follows:
| Shareholders | Number of Shares | % Share Capital and Voting Rights |
|---|---|---|
| ZOPT, SGPS, SA (1) | 268,644,537 | 52.15% |
| MFS Investment Management | 11,049,477 | 2.14% |
| Norges Bank | 10,891,068 | 2.11% |
| Banco BPI, S.A. | 10,407,031 | 2.02% |
| Total | 300,992,113 | 58.43% |
(1) According to paragraphs b) and c) o f number 1 o f article 20º and article 21º o f the Portuguese Securities Code, a qualified shareholding o f 52.15% o f the share capital and voting rights o f NOS, SGPS, S.A. as calculated in the terms o f article 20º o f the Portuguese Securities Code, is attributable to ZOPT, Sonaecom and the following companies:
a. This qualified holding is attributable to the companies Kento Holding Limited and Unitel International Holdings, BV as well as to Mrs. Isabel dos Santos, under the terms o f articles 20(1)(b) and (c) and 21 o f the Portuguese Securities Code, being (i) Kento and Unitel International directly and indirectly controlled by Mrs. Isabel dos Santos and (ii) ZOPT controlled together by its shareholders Kento, Unitel International and Sonaecom SGPS S.A., as a result o f the shareholders agreement entered into between these entities;
b. The aforementioned qualified holding is also attributable to Sonaecom SGPS S.A., and all entities in a control relationship with Sonaecom, namely SONTEL, BV and SONAE, SGPS, S.A., directly o r indirectly controled by EFANOR INVESTIMENTOS, SGPS, S.A., also under the terms o f articles 20(1)(b) and (c) and 21 o f the Portuguese Securities Code, as a result of the control relationship and shareholders agreement mentioned in a.
As o f November 29th, 2017, EFANOR INVESTIMENTOS, SGPS, S.A., no longer has a controlling shareholder under the terms and for the purposes o f articles 20 and 21 of the Portuguese Securities Code.
Note: The calculation of the voting rights corresponding to each shareholder does not consider own shares held by the Company.
| Shareholders | Number of Shares | |
|---|---|---|
| ZOPT, SGPS, SA (1) | 268,644,537 | 52.15% |
| Banco BPI, S.A. | 25,803,574 | 5.01% |
| MFS Investment Management | 11,049,477 | 2.14% |
| Norges Bank | 10,891,068 | 2.11% |
| Total | 316,388,656 | 61.42% |
(1) According to paragraphs b) and c) o f number 1 o f article 20º and article 21º o f the Portuguese Securities Code, a qualified shareholding o f 52.15% o f the share capital and voting rights o f NOS, SGPS, S.A. as calculated in the terms o f article 20º o f the Portuguese Securities Code, is attributable to ZOPT, Sonaecom and the following companies:
a. This qualified holding is attributable to the companies Kento Holding Limited and Unitel International Holdings, BV as well as to Mrs. Isabel dos Santos, under the terms o f articles 20(1)(b) and (c) and 21 o f the Portuguese Securities Code, being (i) Kento and Unitel International directly and indirectly controlled by Mrs. Isabel dos Santos and (ii) ZOPT controlled together by its shareholders Kento, Unitel International and Sonaecom SGPS S.A., as a result o f the shareholders agreement entered into between these entities;
b. The aforementioned qualified holding is also attributable to Sonaecom SGPS S.A., and all entities in a control relationship with Sonaecom, namely SONTEL, BV and SONAE, SGPS, S.A., directly o r indirectly controled by EFANOR INVESTIMENTOS, SGPS, S.A., also under the terms o f articles 20(1)(b) and (c) and 21 o f the Portuguese Securities Code, as a result of the control relationship and shareholders agreement mentioned in a.
As o f November 29th, 2017, EFANOR INVESTIMENTOS, SGPS, S.A., no longer has a controlling shareholder under the terms and for the purposes o f articles 20 and 21 of the Portuguese Securities Code.
Note: The calculation of the voting rights corresponding to each shareholder does not consider own shares held by the Company.
website, at www.nos.pt/ir.
By the end of 1H20, NOS held, within the scope of its Employee Share Plan and the Regulation on Short and Medium Term Variable Remuneration, aimed at NOS employees, 2,514,004 own shares.
2020:
| Description | Number of Shares |
|---|---|
| Initial Balance | 2,595,541 |
| Acquisition | 875,000 |
| Share Incentive Scheme and Other Remuneration - Distribution | 956,537 |
| Final Balance | 2,514,004 |
We posted solid RGU performance in 1H20 with net adds of 73.4 thousand, with 2Q20 reflecting good growth when compared with both 2Q19 and 1Q20. The positive net adds performance was felt across almost all business lines, with fixed Pay TV net adds of 8.5 thousand, total mobile net adds of 18.9 thousand and fixed broadband net adds of 25.5 thousand. Within mobile two distinct trends occurred: post paid net adds reached 69.4 thousand, however closure and social distancing of the main shopping centres and street retail formats and the drop in tourism, inevitably ended up penalizing pre-paid mobile performance in the quarter, with negative pre-paid net adds of 50.5 thousand. Subscribers to convergent and integrated bundles grew by 26.8 thousand, further increasing their weight in the fixed access customer base to 61% by the end of 1H20. These bundled services are core in Portuguese households and reflect the importance that customers place on subscribing to combined fixed and mobile services with high bandwidth and more flexible, made-tomeasure tariff plans that include very high usage allowances and a rich content line up.
From a value perspective, core B2C contract revenues in fixed services were stable, with some upside from discretionary voice traffic driven by greater volumes of international calls. Equipment sales slowed during the initial phase of lockdown however they have now started to recover strengthened by digital sales offers, and reinforced by campaigns rewarding customer loyalty, best price guaranteed equipment sold in instalments and client only campaigns for equipment renewal. four times a year. In addition, in mid-March we launched a laptop and tablet campaign in monthly instalments, leveraging increased need for work/learn from home solutions. On the downside, as is to be expected, revenues were impacted negatively by the suspension of premium sports channel billing still throughout April and May and the significant decline of roaming revenues.
Already in July, a number of offers have been launched, reinforcing our segmentation and digitalization strategy. On 3 July we included the Apple TV box in our portfolio of terminal equipment available within NOS bundles for an additional rental charge, providing a cutting edge 4K NOS user interface experience within the Apple ecosystem, and targeting a pro-digital, more premium customer segment.
On 14 July, we launched a new dedicated brand WOO and/or mobile, to meet the growing demand for digital only services. The offer can only be subscribed online through a dedicated APP, and all customer interactions are exclusively online.
WOO distinctive characteristic within the NOS portfolio is the fact that it is a 100% native digital product from inception through to commercialization and servicing, thus avoiding the challenges and compromises that usually arise with the digitalization of legacy products and services. The offer targets a customer segment whose focus is high bandwidth connectivity, and is available with 100Mbps, 1 Gbps in fixed and 1000 minutes and a 10 Gbps allowance in mobile. Once the data allowance is used up, rather than connectivity being lost, subscribers are left with a minimum data and speed allowance to ensure messaging on social platforms. Payment is secured over the same formats as the majority of OTT APPS with monthly credit card debits.
Adoption of our digital platforms continues to record very strong growth with the pandemic, leveraging the structural progress made within our company wide transformation programme. Users of our NOS and WTF APPS grew by around 50% and 30% respectively in comparison with before the pandemic and daily sessions on our NOS website and self care platforms grew by approximately 20%. Although deconfinement could abate the pace of digital adoption by consumers, a structural change is clearly underway, and we will strive to maximize this momentum to accelerate our digital optimization targets.
The B2B segment is experiencing a structural opportunity for transformation, with many businesses having to deal with the challenges posed by moving almost overnight from traditional interactions with their customers, suppliers and employees to new ways of working over remote, digital platforms. Connectivity, network quality, cloud, managed IT services and security are quintessential and technological platforms have enabled us to provide our clients with fast and technologically cutting-edge support to deploy their own remote work platforms.
Areas of strategic focus for us are hybrid cloud solutions and managed services, and we signed strategic partnerships with key cloud platforms in the last months, namely Google, AWS and Azure, with a view to positioning NOS as a preferred, specialist partner for hybrid solutions. On the managed services front we are recording very encouraging growth by offering, amongst others, management solutions for service desks, data bases, systems and data centres. During the peak of the pandemic we were particularly successful with the launch of a digital first, agile development programme targeting the SME segments, with 9 main service offerings in the IT and security arena. Mobility offers were strengthened during lockdown with provision of mobility centric offers, remote call centres and services for local councils and health professionals. We also secured a number of technological partnerships within the academic ecosystem making NOS a key provider of remote digital learning tools. We expanded on the offers already reported such as our sophisticated analytics programme to support public institutions to monitor the COVID pandemic. The transformational work we have been doing to improve, digitalize and automate operational process, has provided the backdrop to be able to accelerate provision of solutions during the pandemic. In some cases we have reduced lead times of a couple of weeks to just a couple of days, bearing witness to the capabilities of our highly skilled and technologically advanced teams and platforms. In terms of revenues, the B2B segment recorded mixed effects. On the one hand we achieved incremental revenues from provision of more data and IT managed services, but on the other we witnessed some deterioration due to selective contract renegotiations driven by financial distress situations. At a time when many of our customers are facing partial or complete lockdown of their operations and subsequent loss of revenues, we acknowledged our social responsibility to support them during this difficult period and thus reinforce our ties as a long-term partner. This was true across most sectors, with some of the most impacted being those dependent on hospitality, tourism and retail. Overall B2B revenues were also impacted by lack of premium sports channel billing during the lockdown period and the significant decline of roaming revenues due to the drop in international travel.
In terms of demands on the network, traffic volumes remained very high, both fixed and mobile, with increases versus pre-COVID-19 levels of almost 50% in fixed and 25% in mobile internet traffic and of almost 100% in fixed and of 40% in mobile voice traffic. Despite the additional pressure, service levels remained intact with minimal disruption, a result of the significant investments made in past years to deploy our nationwide next generation network, both fixed and mobile. It is becoming ever more important, in a world scarred by the plights of the COVID-19 pandemic, for countries to recognize the strategic relevance of a well invested and financially sustainable telecommunications sector, thus ensuring critical business and social continuity.
Deployment of our FttH network continued throughout 1H20, and is on schedule according to the terms of our network sharing agreement. By the end of 1H20, we were covering 4.685 million households, an additional 72.2 thousand during the semester and bringing total FttH penetration up to 35.0% as a proportion of total fixed footprint. Expansionary investment in the mobile network is going through a transitionary lull, having completed the Single RAN upgrade last year, we are now awaiting the final terms of the 5G license process, expected to be concluded by the end of 2020, to determine future mobile investment plans. As announced in February, we are in exclusive negotiations with Vodafone to reach a mobile network sharing agreement to enhance the efficiency of our investments and achieve larger and faster coverage of the national territory, thus delivering a reinforced service with more benefits for our customers. We believe this agreement will also be a significant contribution to the economic and digital development of the country. We will maintain exclusive strategic control of our networks, ensuring independence in the definition and provision of services to our customer base. The original timeline to reach a definitive agreement has been slightly pushed out beyond June due to the inevitable process delays caused by lockdown, however an agreement is likely to be achieved in the short term.
We signed a relevant technological deal during 2Q20, with the agreement to sell 100% of the share capital of NOS Towering S.A. to Cellnex, encompassing the disposal of approximately 2,000 sites (towers and rooftops). A long-term agreement was also signed whereby Cellnex will provide NOS Group with active network hosting over the passive infrastructure acquired, for a period of 15 years with automatic renewal for equal periods. In addition, the transaction foresees a perimeter increase of up to 400 additional sites over the next 6 years. The potential value of the agreements to be reached over a 6-year period is 550 million euros, with an upfront payment of approximately 375 million euros for the sale of NOS Towering (2,000 sites) to be concluded during 2020. At the beginning of July, the Competition Authority announced its non-opposition to this transaction and final closing is now dependent on completion of internal formalities between the parties in the coming months. Once completed, we will be able to move ahead with technological optimization initiatives and expansion of our state-of-the-art mobile network and invest in the long-term value of the company. Through this strategic partnership, we are ensuring the supply of current and future needs in terms of passive mobile infrastructure. In addition to this agreement, we will continue to pursue other investment efficiency opportunities.
As regards our ongoing management of the operational impacts of the pandemic, we continue to demonstrate best in class response at all levels, incorporating social distancing recommendations in all processes and interactions whilst proactively supporting and engaging employees, customers, communities and business partners. After the challenges imposed by moving to remote work and social distancing with lockdown in 1Q20, 2Q20 was marked by the planning and implementation of a safe and gradual return to the workplace. This progressive deconfinement is being implemented with the return of progressive waves of employees, on a rotational weekly basis, with a mid-summer target of 50% occupancy levels. With the reopening of shopping centres we have now reopened the vast majority of our own and franchised stores, and floor traffic is gradually starting to recover, although still to significanty lower levels than pre-COVID-19.
| Operating Indicators ('000) | 1H19 | 1H20 | 1H20 / 1H19 |
|---|---|---|---|
| Telco (1) | |||
| Homes Passed | 4,494.7 | 4,684.7 | 4.2% |
| Total RGUs | 9,537.5 | 9,760.7 | 2.3% |
| o.w. Consumer RGUs | 8,062.6 | 8,247.9 | 2.3% |
| o.w. Business RGUs | 1,474.9 | 1,512.8 | 2.6% |
| Mobile | 4,769.1 | 4,869.9 | 2.1% |
| Pre-Paid | 1,994.0 | 1,957.7 | (1.8%) |
| Post-Paid | 2,775.1 | 2,912.2 | 4.9% |
| Pay TV Fixed Access (2) | 1,329.7 | 1,364.5 | 2.6% |
| Pay TV DTH | 287.4 | 283.4 | (1.4%) |
| Fixed Voice | 1,729.3 | 1,766.7 | 2.2% |
| Broadband | 1,389.5 | 1,439.8 | 3.6% |
| Others and Data | 32.5 | 36.4 | 12.0% |
| 3,4&5P Subscribers (Fixed Access) | 1,176.7 | 1,224.7 | 4.1% |
| % 3,4&5P (Fixed Access) | 88.5% | 89.8% | 1.3pp |
| Convergent + Integrated RGUs | 4,574.7 | 4,823.9 | 5.4% |
| Convergent + Integrated Customers | 907.1 | 957.5 | 5.6% |
| Fixed Convergent + Integrated Customers as % of Fixed Access Customers | 59.2% | 61.0% | 1.9pp |
| % Convergent + Integrated Customers | 56.1% | 58.1% | 2.0pp |
| Residential ARPU / Unique Subscriber With Fixed Access (Euros) | 44.9 | 42.3 | (5.9%) |
| Net Adds | |||
| Homes Passed | 134.7 | 72.2 | (46.4%) |
| Total RGUs | 183.5 | 73.4 | (60.0%) |
| o.w. Consumer RGUs | (8.9) | 51.7 | (677.9%) |
| o.w. Business RGUs | 14.2 | 21.7 | 53.4% |
| Mobile | 173.4 | 18.9 | (89.1%) |
| Pre-Paid | 23.5 | (50.5) | (315.3%) |
| Post-Paid | 149.9 | 69.4 | (53.7%) |
| Pay TV Fixed Access | 19.2 | 8.5 | (55.6%) |
| Pay TV DTH | (16.2) | 0.7 | (104.2%) |
| Fixed Voice | (33.5) | 18.3 | (154.5%) |
| Broadband | 42.2 | 25.5 | (39.6%) |
| Others and Data | (1.6) | 1.6 | (195.6%) |
| 3,4&5P Subscribers (Fixed Access) | 13.5 | 15.4 | 13.8% |
| Convergent + Integrated RGUs | 91.9 | 119.4 | 29.9% |
| Convergent + Integrated Customers | 17.3 | 26.8 | 54.9% |
(1) Portuguese Operations. (2) Fixed Access Subscribers include customers served by the HFC, FTTH and ULL networks and indirect access customers.
| Operating Indicators ('000) | 1H19 | 1H20 | 1H20 / 1H19 |
|---|---|---|---|
| Cinema (1) | |||
| Revenue per Ticket (Euros) | 5.2 | 5.2 | 1.4% |
| Tickets Sold - NOS | 4,096.8 | 1,526.6 | (62.7%) |
| Tickets Sold - Total Portuguese Market (2) | 6,734.5 | 2,542.1 | (62.3%) |
| Screens (units) | 218 | 219 | 0.5% |
(1) Portuguese Operations (2) Source: ICA - Portuguese Institute For Cinema and Audiovisuals
The sales of NOS cinema tickets declined by 62.7% in 1H20, to 1.527 million tickets, a reflection of the performance of the market as a whole[1],, which declined by 62.2% in the same period. Performance of the cinema exhibition business was clearly impacted by the COVID-19 pandemic, ut from 16 March until 2 July exhibition business was growing well and outperforming the market, with year-to-date growth of 15.1% in terms of attendance, which compares with 12.1% for the market as a whole. The top films exhibited by NOS in 1H average revenue per ticket, of 5.2 euros for 1H20, marginally improved by 1.4 office revenues decreased by 62.3% in 1H20, which compares with 61.4% for the market as a whole. Until the end of February, NOS was up by 16.3% year-to-date, with the market improving by 14.1%.
cinemas were closed from 16 March to 2 July with no revenue generating activity whatsoever during this period. The reopening of theatres on 2 July has since taken place, under the strictest health and safety measures defined by the General Health Directorate and, to ensure safety standards are being maintained. Until 22 July, to encourage people to go back to the theatres, ticket prices have been cut for both normal 2D sessions and for the innovative IMAX, 4DX, ScreenX and XVision exhibition formats.
Although theatres have now re-opened under the most stringent safety standards, the level of cinema going is not set to accelerate by much in the first few months due to the postponement of a considerable number of blockbuster movies, originally scheduled for 3Q20, and which are now only going to be launched in more
[1] Source: ICA Portuguese Institute For Cinema and Audiovisuals
and this is yet to be confirmed depending on the opening of the US and other key markets.
In the Audiovisuals area, NOS distributed 5 out of the top 10 cinema box-office hits in 1H leadership in this market. In the second quarter, the cinema distribution activity was equally impacted by the lockdown, and therefore did not contribute any revenues. The remaining business lines, such as rights management or VoD, declined slightly yoy but maintained a healthy and normal level of performance in comparison with previous periods.
The following Consolidated Financial Statements have been subject to limited review.
| Profit and Loss Statement (Millions of Euros) |
1H19 | 1H20 | 1H20 / 1H19 |
|---|---|---|---|
| Operating Revenues | 721.5 | 666.6 | (7.6%) |
| Telco | 687.4 | 652.8 | (5.0%) |
| Consumer Revenues | 488.8 | 481.3 | (1.5%) |
| Business Revenues | 141.9 | 138.4 | (2.5%) |
| Wholesale and Others | 56.7 | 33.0 | (41.7%) |
| Audiovisuals & Cinema (1) | 54.9 | 30.7 | (44.0%) |
| Others and Eliminations | (20.7) | (16.9) | (18.6%) |
| Operating Costs Excluding D&A | (390.1) | (356.0) | (8.7%) |
| Direct Costs | (206.2) | (175.9) | (14.7%) |
| Non-Direct Costs (2) | (183.9) | (180.1) | (2.0%) |
| EBITDA (3) | 331.4 | 310.6 | (6.3%) |
| EBITDA Margin | 45.9% | 46.6% | 0.7pp |
| Telco | 305.1 | 294.4 | (3.5%) |
| EBITDA Margin | 44.4% | 45.1% | 0.7pp |
| Cinema Exhibition and Audiovisuals | 26.3 | 16.2 | (38.5%) |
| EBITDA Margin | 48.0% | 52.6% | 4.7pp |
| Depreciation and Amortization | (200.5) | (201.7) | 0.6% |
| (Other Expenses) / Income | (7.1) | (49.5) | n.a. |
| Operating Profit (EBIT) (4) | 123.8 | 59.4 | (52.0%) |
| Share of profits (losses) of associates and joint ventures | 1.3 | (9.8) | n.a. |
| (Financial Expenses) / Income | (12.4) | (11.3) | (8.7%) |
| Income Before Income Taxes | 112.8 | 38.4 | (66.0%) |
| Income Taxes | (23.2) | (10.3) | (55.6%) |
| Net Income Before Associates & Non-Controlling Interests | 88.2 | 37.8 | (57.2%) |
| Income From Continued Operations | 89.5 | 28.0 | (68.7%) |
| o.w. Attributable to Non-Controlling Interests | 0.3 | 0.5 | 113.1% |
| Discontinued Operations | 0.4 | 6.4 | n.a. |
| Net Income | 90.2 | 35.0 | (61.2%) |
(2) Non-Direct Costs Include Commercial & Customer Related Costs and Operating & Structure Costs
(3) EBITDA = Operating Profit + Depreciation and Amortization + Integration Costs + Net Losses/Gains on Disposal of Assets + Other Non-Recurrent Losses/Gains (4) EBIT = Income Before Financials and Income Taxes.
During 1H20, several business segments were impacted by the restrictions imposed by the pandemic. The biggest impacts within the Telco sector were felt in terms of: i) revenues from premium sports channel subscriptions, which were offered free of charge to subscribers during April and May due to absence of live matches (billing restarted in June with the restart of the Portuguese football league); ii) roaming and international travel revenues which have dropped to absolute lows due to the restrictions on non-essential international travel. The Cinema and Audiovisuals business was the most impacted on a relative basis given the complete closure of theatres since 16 March, dependence on cinema distribution activity.
Consolidated revenues fell by 7.6% yoy to 666.6 million euros, reflecting a 5.0% decline in telecom revenues to 652.8 million euros and a 44.0% decline in Audiovisuals and Cinema revenues.
Within the Telco segment, B2C revenues recorded a 1.5% decline to 481.3 million euros combining a 3.8% decline in residential revenues which was partially mitigated by yoy growth in stand-alone mobile revenues of 5.5%. The decline is explained by the decline in premium sports channel revenues, roaming-out revenues and by lower DtH subscriber numbers yoy. B2B revenues posted a decline of 2.5% yoy to 138.4 million euros, similarly, affected by a reduction of revenues in B2B customers more severely hit by the pandemic, as well as lower revenues from premium sports channel revenues and discretionary traffic and roaming out revenues. Other Telco and Wholesale revenues fell to 33.0 million euros yoy led by the negative impact of lower roaming-in revenues, mass-calling services and advertising revenues.
The cinema business recorded no revenues whatsoever in the second quarter due to complete closure of theatres as from 16 March. The impact of the pandemic should start to gradually reduce with the reopening of movie theatres from 2 July onwards, although stringent health and safety restrictions and movie release dates suggest that spectator levels will continue well below prepandemic levels. Total Cinema and Audiovisuals Revenues fell by 44.0% to 30.7 million euros.
Total OPEX fell by 8.7% in 1H20 to 356.0 million euros with the direct cost base down by 14.7% yoy to 175.9 million euros. The largest savings coming from programming and royalties and lower roaming traffic and MCS related interconnection costs. Non-direct costs posted a smaller decline of 2.0% to 180.1 million euros reflecting a combination of lower commercial costs and savings achieved in general third- party service provision such as cinema cleaning and maintenance expenses, a nonrenewal of temporary staff contracts and a reduction in cinema rentals.
Consolidated EBITDA fell by 6.3% to 310.6 million euros, combining a 3.5% decline in Telco EBITDA to 294.4 million euros and a 38.5% decline in Audiovisuals and Cinema EBITDA to 16.2 million euros.
Net Results in 1H20 declined by 61.2% to 35.0 million euros as a result of the decline in EBITDA and the increase of 42.4 million euros in non-recurrent items in 1Q20, caused by the impacts of the COVID-19 pandemic, reflecting reinforcement of operating provisions for customer bad debt, onerous contracts and personal protective equipment.
Additional items affecting yoy comparisons of Net Results were the 8.7% decline in net financial results and the lower level of provisions for income tax explained by the yoy decline of 66.0% in Earnings before Income Tax to 38.4 million euros. Contribution from Associated Companies posted a yoy deterioration to losses of 9.8 million euros on the back of provisions booked, weaker operating results and currency exchange differences at ZAP and impairments recorded in 1Q20 at Sport TV. Net Results in 1H20 were also impacted by the accounting capital gain of 6.2 million euros in 2Q20, resulting from the sale of NOS International Carrier Services.
| CAPEX (Millions of Euros) (1) | 1H19 | 1H20 | 1H20 / 1H19 |
|---|---|---|---|
| Total CAPEX Excluding Leasing Contracts | 182.4 | 171.8 | (5.8%) |
| Telco | 171.3 | 161.3 | (5.8%) |
| % of Telco Revenues | 24.9% | 24.7% | (0.2pp) |
| o.w. Technical CAPEX | 103.0 | 96.5 | (6.3%) |
| % of Telco Revenues | 15.0% | 14.8% | (0.2pp) |
| Baseline Telco | 71.2 | 69.6 | (2.2%) |
| Network Expansion / Substitution and Integration Projects and Others |
31.8 | 26.9 | (15.4%) |
| o.w. Customer Related CAPEX | 68.3 | 64.8 | (5.1%) |
| % of Telco Revenues | 9.9% | 9.9% | (0.0pp) |
| Audiovisuals and Cinema Exhibition | 11.2 | 10.5 | (5.9%) |
| Leasing Contracts | 25.1 | 24.1 | (3.8%) |
| Total Group CAPEX | 207.5 | 195.9 | (5.6%) |
(1) CAPEX = Increase in Tangible and Intangible Fixed Assets, Contract Costs and Rights of Use
Total CAPEX (excluding leasing contracts) was 5.8% lower in 1H20 at 171.8 million euros, driven by a 6.3% yoy decline in telco technical CAPEX essentially because of mobile deployment phasing. The pace of ongoing FttH deployment is on track, however investment in mobile networks is going through a more subdued phase given the completion last year of the single RAN upgrade and the delay in the 5G license auction process. Customer Related CAPEX was also 5.1% lower yoy at 64.8
million euros, reflecting the impact of the pandemic as a consequence of the lower level of commercial activity driving lower contract related sales commissions and installation costs, with some pickup in commercial activity felt as from mid-May.
With the implementation of IFRS16 as from 2019, and as in previous periods, the level of operational leasing contracts is isolated in the table above to provide a better proxy of cash CAPEX for the period and to reduce quarterly volatility resulting from operating lease capitalization under the new accounting rules.
| Cash Flow (Millions of Euros) | 1H19 | 1H20 | 1H20 / 1H19 |
|---|---|---|---|
| EBITDA | 331.4 | 310.6 | (6.3%) |
| Total CAPEX Excluding Leasings | (182.4) | (171.8) | (5.8%) |
| EBITDA - Total CAPEX Excluding Leasings | 149.0 | 138.8 | (6.8%) |
| % of Revenues | 20.6% | 20.8% | 0.2pp |
| Non-Cash Items Included in EBITDA - CAPEX and Change in Working Capital |
(3.1) | 0.4 | n.a. |
| Leasings (Capital & Interest) (1) | (31.6) | (32.5) | 2.8% |
| Operating Cash Flow | 114.3 | 106.8 | (6.6%) |
| Interest Paid | (8.8) | (7.9) | (10.3%) |
| Income Taxes Paid | (1.1) | (3.9) | 247.1% |
| Disposals | 0.9 | 0.1 | (85.8%) |
| Other Cash Movements (2) | (5.2) | (6.9) | 33.7% |
| Total Free Cash-Flow Before Dividends, Financial Investments and Own Shares Acquisition |
100.0 | 88.1 | (11.9%) |
| Financial Investments | 0.0 | 1.8 | n.a. |
| Acquisition of Own Shares | (3.5) | (2.9) | (19.0%) |
| Dividends | (179.6) | 0.0 | (100.0%) |
| Free Cash Flow | (83.2) | 87.1 | n.a. |
| Debt Variation Through Financial Leasing, Accruals & Deferrals & Others |
(4.3) | (2.8) | (33.4%) |
| Change in Net Financial Debt | 87.4 | (84.2) | n.a. |
(1) Includes Long Term Contracts. (2) Includes Cash Restructuring Payments and Other Cash M ovements.
Free Cash Flow Before Dividends was 11.9%, (11.9 million euros), lower in 1H20 at 88.1 million euros with the aforementioned decline in EBITDA of 20.8 million euros being partially compensated by the 10.6 million euro reduction in CAPEX Excluding Leases, thus reflecting some ability to dilute the impacts on cash generation of the pandemic related decline in operating activity. Additional factors contributing to the yoy decline in FCF were higher net lease payments (+ 0.9 million euros), marginally lower interest payments (-0.9 million euros), and an increase in other cash movements (+1.7 million euros), the latter relating with restructuring related items.
| Balance Sheet (Millions of Euros) | 1H19 | 2019 | 1H20 | 1H20 / 1H19 |
|---|---|---|---|---|
| Non-current Assets | 2,519.2 | 2,534.3 | 2,405.9 | (4.5%) |
| Current Assets | 543.5 | 553.8 | 444.0 | (18.3)% |
| Total Assets | 3,062.7 | 3,088.2 | 2,971.4 | (3.0)% |
| Total Shareholders' Equity | 963.0 | 1,012.3 | 901.9 | (6.3)% |
| Non-current Liabilities | 1,225.4 | 1,333.3 | 1,109.0 | (9.5)% |
| Current Liabilities | 874.3 | 742.5 | 902.8 | 3.3% |
| Total Liabilities | 2,099.7 | 2,075.9 | 2,069.5 | (1.4)% |
| Total Liabilities and Shareholders' Equity | 3,062.7 | 3,088.2 | 2,971.4 | (3.0)% |
At the end of 1H20, Total Net Debt, including Leasings and Long-Term Contracts (according to IFRS16) amounted to 1,220.2 million euros. Total Debt stood at 1,026.4 million euros and was offset with a cash and short-term investment position on the balance sheet of 17.1 million euros. At the end of 1H20, NOS also had 471 million euros in unissued commercial paper programmes.
The all-in average cost of debt stood at 1.3% for 2Q20 which compares with 1.5% in 2Q19. For 1H20, the all-in average cost of debt was 1.2%, which compares with 1.6% for 1H19. Net Financial Debt / EBITDA After Lease Payments (last 4 quarters) now stands at 1.8x. NOS targets a leverage ratio in the range of 2x Net Financial Debt / EBITDA after lease payments, which represents a solid and conservative capital structure that NOS is committed to maintain.
The average maturity of debt at the end of 1H20 was 2.7 years. Taking into account loans issued at a fixed rate, interest rate hedging operations in place and the negative interest rate environment, as at ued debt paying interest at a fixed rate was approximately 96%.
On 27 March, NOS announced that it had reached agreements regarding the contractual terms for three financing deals for a total amount of 280 million euros, with three banking institutions:
These transactions will enable NOS to refinance all facilities maturing in 2020 and will significantly increase its liquidity position, whilst increasing average debt maturity and maintaining a very attractive average cost of debt.
| Net Financial Debt (Millions of Euros) | 1H19 | 2019 | 1H20 | 1H20 / 1H19 |
|---|---|---|---|---|
| Short Term | 248.0 | 84.6 | 134.8 | (45.7%) |
| Medium and Long Term | 893.6 | 1,021.8 | 891.6 | (0.2%) |
| Total Debt | 1,141.6 | 1,106.4 | 1,026.4 | (10.1%) |
| Cash and Short Term Investments | 11.3 | 12.8 | 17.1 | 50.8% |
| Net Financial Debt (1) | 1,130.3 | 1,093.6 | 1,009.4 | (10.7%) |
| Net Financial Debt / EBITDA after lease payments (last 4 quarters) (2) | 2.0x | 1.9x | 1.8x | n.a. |
| Leasings and Long Term Contracts | 245.8 | 253.7 | 210.8 | (14.2%) |
| Net Debt | 1,376.1 | 1,347.3 | 1,220.2 | (11.3%) |
| Net Debt / EBITDA | 2.2x | 2.1x | 2.0x | n.a. |
| Net Financial Gearing (3) | 59.0% | 57.3% | 57.7% | (1.3pp) |
(1) Net Financial Debt = Borrowings – Leasings - Cash
(2) EBITDA After Lease Payments = EBITDA - Lease Cash Payments (Capital & Interest) (3) Net Financial Gearing = Net Debt / (Net Debt + Total Shareholders' Equity).
The Company is exposed to economic, financial and legal risks incidental to its business activities.
The approach adopted by NOS, based on the Enterprise Risk Management (ERM) methodology, is to incorporate risk management into NOS strategic planning activities. During the preparation of Action Plans and Annual Resources, the business areas consider risks that may compromise their performance and objectives and define actions to manage those risks, within the levels of acceptance intended and established by the Executive Committee. These Plans are discussed and approved by the Executive Committee.
The main types of risks and the corresponding strategies that have been adopted for their management are described below.
• Economic Environment The Company is exposed to the negative effects of the economic and social context caused by the COVID-19 pandemic that has occurred in Portugal and the World in the last few months, the effects of which will be felt in future periods, especially in the general decline in consumption impacting all sectors of activity. Despite the electronic communications sector not being as impacted as others, the risk is still present that market shares, in terms of number of customers and / or revenues, can be affected in the next periods, as a consequence of the pancemic and the difficulties relating to the return of sales activity of new services and the sale of mobile phones in the Residential segment, the reduced activity in the Enterprise segment, the reduction of revenues from premium sports TV channels, lower roaming out revenues and international calls due to the international circulation restrictions and the abrupt fall of tourism in the Wholesale segment. Additionally, COVIDbusiness and sale of advertising, with a decline in cinema ticket sales directly impacting the cinema exhibition and distribution revenues, also impacting the advertising business due to smaller advertising investment in a more challenging economic context. NOS has been closely monitoring this risk and there are factors which contribute to mitigate, in the short term, the
impact of the abovementioned decreases, such as the reduction of commercial investment costs due to the lower sales activity, the smaller rate of churn in the residential segment, the reduction of costs for services / sponsorships which are no longer rendered and the continued pandemic scenario, with the purpose of improving network capacity and the provision of services to the existing customer base. NOS has also been using other strategies to respond to the economic context, closely articulated with the actions of risk response to the competition and technological innovation risks discussed below.
etc.), which are subject not only to accelerated changes in technology but also to the actions of the players which act outside of the traditional communications market, like the OTT (overthe-top players) Operators. This risk is also related with the evolution of mobile and fixed networks infrastructures and technologies, encompassing aspects such as coverage, capacity, speed, security and resilience, namely the challenges of technological evolution associated to 5G networks. NOS has in place a number of technological transformation initiatives which constitute the pillars of a long-term competitive differentiation. The company has also been managing such risks through the introduction of technologies, services and content which increase sustainability, mobility, accessibility and proximity, such as: single RAN mobile network compatible with 5G (modernization of the infrastructure with the upgrade to a single RAN Radio Access Network prepared for 5G), NGN fixed network (continuation of the expansion of NGN Next Generation Networks infrastructure, including the increase of FttH coverage), multidevice TV services (incorporating innovative features); Smart Cities solutions (processing and collecting analytical data on citizens and municipalities), creation of the 5G Fund (first fund exclusively dedicated to actively investing in companies that have technologies and business models that can be driven and leverage on 5G technology).
• Business Interruption and Catastrophic Losses (Business Continuity Management) Given that the businesses of NOS are based above all on the use of technology, potential failures in technical-operational resources (network infrastructures, information systems applications, servers, etc.) and human resources may cause a significant risk of business interruption, if they are not well managed. This may imply other risks for the Company, such as adverse impacts on reputation, on the brand, on revenue integrity, on customer satisfaction and on service quality, which may lead to the loss of customers. In the electronic communications sector, business interruption and other associated risks may be aggravated because the services are in real time (voice, data/internet and TV), and customers typically have low tolerance for interruptions. In order to address these risks NOS develops and maintains the BCM - Business Continuity Management programme, which is aimed at Business Continuity management processes that cover buildings, network infrastructures and the most critical activities and roles that support communications services, for which it develops resilience strategies, continuity plans and actions, as well as incident/crisis management scenarios and procedures. During the pandemic, NOS has created a permanent COVID-19 Crisis Office, with the purpose of implementing a broad range of structured initiatives and contingency plans that guarantee the protection of employees and business continuity. In a year when many Portuguese have changed their habits and routines, including working remotely, keeping custom
which aim to ensure greater network resilience and the delivery of communication services to priority customers, such as hospitals, government, public service and other services critical for the country, designated through temporary and exceptional legislation applicable to the electronic communications sector. NOS offers its enterprise customers remote work solutions such as VPNs, Cloud Services among others, which enable them to keep their critical services working. NOS adjusts and reinforces the capacity of its fixed and mobile networks so as to respond to changes in pattern and the increasing needs of its residential and enterprise customers. The capacity to ensure 24x7 support to customers on the different channels has also been one of the main priorities for business continuity in the context of the pandemic, such as customer support contact centres, stores, maintenance technicias on the field and in customer premises and also apps or other alternative customer support channels. NOS also has internal measures aimed at reinforcing the remote work capacity of its employees, related with remote work tools, collaborative tools and respective infrastructure, such as measures to ensure that key human and material resources are available for partners and suppliers. NOS also implements several strategies and measures in order to protect not only the critical roles that guarantee business continuity, but also for most of its employees and partners, described in the section of Health and Safety in the Workplace risk.
• Confidentiality, Integrity and Availability (Information Security Management) - Bearing in mind that NOS is the biggest corporate group in the area of communications and entertainment in the country, its businesses make intensive use of information and of information and communication technologies that are typically subject to security risks, such as availability, integrity, and confidentiality. NOS, as well as other operators, is ever more exposed to cybersecurity risks, related with threats external to electronic communication networks and the surrounding cyberspace. In order to address security and cybersecurity risks, NOS develops and maintains the Information Security Management programme (ISM), Central Security and Privacy Team. Within the scope of this programme several Security & Privacy (S&P) processes are developed and maintained, from which we highlight: S&P Planning and Strategy (includes the S&P Steering Committees); S&P Policies and Guidelines; S&P Awareness and Training; S&P Control and Monitoring (includes risk evaluations, S&P initiative control, KPIs, etc); S&P By Design (incorporating S&P requirements in the life cycle of the development of networks, systems, products and services); S&P Incident Management, among others. It should be noted that each company, business unit and employee within the Company is responsible for ensuring the operationalization and monitoring of security and privacy controls, under their responsibility. In addition, NOS has certain segments and business processes certified under the ISO27001
Standard - Information Security Management Systems, namely those related to customer management of the communications business (manage customer, bill and charge) and services of NOS Sistemas data centers (housing service). NOS has also been coordinating with some external entities such as ENISA at the ECRG - Electronic Communications Reference Group, ETIS at the DPTF - Data Privacy Task Force and the ISWG - Info Security Working Group, promoting benchmarking and best practices sharing in Security and Privacy. As a consequence of the COVID-19 pandemic and the increase of remote work in society at large, the risk of fraudulent activities with the purpose of compromising the security of information of individuals and enterprises increases. NOS implements measures with the aim of incrementing the level of monitoring of external or internal cybersecurity threats and undue utilization of the information, including strengthening of control over processes and technologies. NOS regularly discloses, to its employees and customers, protection recommendations related to online threats in the context of the pandemic, and good security practices while working from home.
• Privacy (Personal Data Protection) Privacy risks are increasingly relevant, mainly associated to legal and regulatory requirements on personal data protection. This is true for all sectors of activity and is also applicable in particular to the electronic communications sector, which is subject to specific regulamentation on security and privacy. To address these risks, NOS develops and maintains a programme of initiatives aiming to implement processes for the Protection of Personal Data, as well as to monitor and continuously improve conformity with the General Data Protection Regulation (RGPD) and with other regulations impacting privacy. We highlight, as examples, the revision / creation of Privacy Policies and Rules, strengthening of controls and monitorization of processes for the exercise of rights by owners of personal data, by customers within the scope of RGPD, as well as the continual strengthening of customer management processes (consent, authentications, etc). For specific issues related with personal data privacy, the Company also has a Data Protection Officer (DPO) with the responsibility of: i) monitoring the conformity of data treatment with applicable rules; ii) act in the name of the Company in interacting with the national regulator for data protection (CNPD National Commission for Data Protection); iii) being a touchpoint with the owners of personal data to address any questions regarding treatment of their data by NOS; iv) to inform and advise employees responsible for treating data, or subcontractors, about their obligations within the scope of privacy and data protection. NOS employees and partners take on obligations of confidentiality, secrecy and personal data protection, not transmiting to any third parties data which they access in the course and as a result of carrying out their roles. These obligations are reinforced through data treatment deals signed with partners, terms of
responsibility signed by NOS employees and the employees of partners, as well as through communication and awareness initiatives and internal training courses on security and privacy.
the buildings, restrictions on employee travels, as well as to the participation in non-essential meetins and events. A plan for the progressive return of employees to the workplace is under way, contemplating, if necessary, in view of new waves of pandemic in future periods, criteria to revert the return to the office and increase work from home. It should also be noted that health and safety measures in the workplase are articulated in stric coordination with the relevant health authorities, namely the General Health Directorate.
• Environment risks related with environmental sustainability are increasingly relevant for advocates using the power of information technologies and communications to develop innovative solutions, contributing to an inclusive society, protecting the environment and driving social and economic transformation. This way, the company incorporates into its activities and into the development of products and services the responsibility to minimize the impacts of the environmental footprint on NOS and other stakeholders. Within environmental risks, climate change is especially relevant and as such NOS participates in global initiatives with a view to reducing carbon emmissions and promoting sustainable development, from which we , to limit global warming, and joining Lisbon, Green European Capital 2020 to which NOS has committed itself in the long term with specific actions on various fronts such as circular economy, which includes an exercise of identification and characterization of risks and opportunities related to climate change, with a view to disclosing to the market complete, rigorous and transaparent information on the measurement and management of how these risks and opportunities are integrated within the business.
• Tax The Company is exposed to changes in tax legislation and varied interpretations of the application of tax and tax related regulations in several ways. The Finance Department contributes to management of this risk, monitoring all tax regulations and seeking to guarantee maximum tax efficiency. This department may also be supported by external consultants whenever the questions being analysed are more critical and, for this reason, require interpretation by an independent entity. As a consequence of the COVID-19 pandemic, we note that NOS has made use of the deadline extensions granted by the Tax Authority for the submission of declarative obligations.
• Legal and Regulatory The electronic communications market in Portugal is subject to a regulatory framework emerging from European and national law. In Portugal, ANACOM, as the sector regulator, is responsible for ensuring transparent and equal network access to all operators, as well as promoting competition and Market development. For that purpose, it ensures the fulfillment and supervision of a significant set of rules to which the market is subject, including the analysis of relevant markets, the identification of companies with significant market power (SMP) and the imposition of appropriate measures for the resolution of market failures. Within this context we highlight the regulation for attribution of radioelectric spectrum for 5G, the auction for which is set to be held until the end of 2020. We also note the process of transposition for national legislation, until September 220, of the EU Directive 2018/1808, relative to the provision of audiovisual media, which contemplates the imposition of additional obligations on audiovisual services providers, which has an impact on NOS Group companies.
ANACOM has the incumbence of ensuring disclosure and oversight of the fulfiment of European directives and regulations that apply to the sector. Until the end of 2020, the European Code for Electronic Communications should be transposed into national legislation, encompassing into a single document the four main European directives applicable to the sector (Framework, Authorization, Access and Universal Service). In addition, it is up to the sector regulator to ensure the fulfilment by operators of EU regulations directly applicable to and the protection of net neutrality, and the EU Regulation 2018/1971 which defines maximum prices for communications within the European Union. Within the European regulatory set of measures to mitigate the main cybersecurity risks of 5G networks, empowering national regulators to impose upon communications operators an increase of security requirements for mobile networks and the obligation to perform an evaluation of risk profiles to select or exclude suppliers.
Complementing the specific rules related with the communications sector, NOS is also subject to horizontal legislation, in the case of which it is subject to the intervention of, among other entities, the Competition Authority and the National Committee for Data Protection. Finally, the management of existing legal and regulatory risks is ensured by the Legal and Regulatory Department, which monitors the evolution of the applicable legal and regulatory framework, considering the threats and opportunities that represent to the competitive position of the NOS in the business areas in which it operates.
Lisbon, 22 july 2020
The Board of Directors
Consolidated Financial Statements
(Amounts stated in thousands of euros)
| NOTES | 30-06-2019 | 31-12-2019 | 30-06-2020 | |
|---|---|---|---|---|
| ASSETS | ||||
| NON - CURRENT ASSETS: | ||||
| Tangible assets | 7 | 1.034.592 | 1.034.813 | 961.191 |
| Investment property | 658 | 653 | 645 | |
| Intangible assets | 8 | 1.019.333 | 1.014.066 | 1.004.877 |
| Contract costs | 9 | 162.282 | 163.101 | 159.494 |
| Rights of use | 10 | 199.199 | 218.383 | 185.231 |
| Investments in jointly controlled companies and associated companies | 11 | 20.701 | 18.244 | 11.002 |
| Accounts receivable - other | 12 | 4.457 | 4.064 | 7.769 |
| Tax receivable | 13 | 149 | 149 | 149 |
| Other financial assets non-current | 228 | 439 | 434 | |
| Deferred income tax assets | 14 | 77.441 | 80.428 | 75.124 |
| Derivative financial instruments | 19 | 129 | - | - |
| TOTAL NON - CURRENT ASSETS | 2.519.169 | 2.534.342 | 2.405.916 | |
| CURRENT ASSETS: | ||||
| Inventories | 15 | 44.109 | 34.081 | 42.761 |
| Accounts receivable - trade | 16 | 352.506 | 361.712 | 256.447 |
| Contract assets | 17 | 65.643 | 68.059 | 65.002 |
| Accounts receivable - other | 12 | 20.232 | 28.128 | 20.653 |
| Tax receivable | 13 | 3.755 | 4.631 | 6.957 |
| Prepaid expenses | 18 | 45.288 | 43.954 | 34.709 |
| Non-current assets held-for-sale | 600 | 450 | 450 | |
| Derivative financial instruments | 19 | 59 | - | - |
| Cash and cash equivalents | 20 | 11.310 | 12.819 | 17.056 |
| CURRENT ASSETS FROM CONTINUING OPERATIONS | 543.502 | 553.834 | 444.035 | |
| Assets held for sale TOTAL CURRENT ASSETS |
45 | - 543.502 |
- 553.834 |
121.447 565.482 |
| TOTAL ASSETS | 3.062.672 | 3.088.176 | 2.971.398 | |
| SHAREHOLDER'S EQUITY | ||||
| Share capital | 21.1 | 5.152 | 5.152 | 5.152 |
| Capital issued premium | 21.2 | 854.219 | 854.219 | 854.219 |
| Own shares | 21.3 | (11.681) | (14.655) | (12.131) |
| Legal reserve | 21.4 | 1.030 | 1.030 | 1.030 |
| Other reserves and accumulated earnings | 21.4 | 17.024 | 16.041 | 12.177 |
| Net Income | 90.196 | 143.494 | 34.986 | |
| EQUITY BEFORE NON - CONTROLLING INTERESTS | 955.939 | 1.005.281 | 895.433 | |
| Non-controlling interests | 22 | 7.038 | 7.042 | 6.504 |
| TOTAL EQUITY | 962.978 | 1.012.322 | 901.937 | |
| LIABILITIES | ||||
| NON - CURRENT LIABILITIES: | ||||
| Borrowings | 23 | 1.076.257 | 1.216.847 | 1.013.229 |
| Provisions | 24 | 125.094 | 94.959 | 75.939 |
| Accounts payable - other | 28 | 7.253 | 3.855 | 2.323 |
| Accrued expenses | 25 | 447 | 667 | 345 |
| Deferred income | 26 | 5.316 | 5.123 | 4.927 |
| Derivative financial instruments | 19 | 41 | 265 | 433 |
| Deferred income tax liabilities | 14 | 10.949 | 11.626 | 11.822 |
| TOTAL NON - CURRENT LIABILITIES | 1.225.357 | 1.333.343 | 1.109.018 | |
| CURRENT LIABILITIES: | ||||
| Borrowings | 23 | 311.111 | 143.281 | 223.977 |
| Accounts payable - trade | 27 | 254.891 | 259.499 | 217.764 |
| Accounts payable - other | 28 | 47.459 | 33.835 | 174.067 |
| Tax payable | 13 | 35.206 | 68.202 | 77.571 |
| Accrued expenses | 25 | 196.282 | 203.726 | 183.887 |
| Deferred income | 26 | 28.960 | 33.834 | 25.212 |
| Derivative financial instruments | 19 | 428 | 135 | 334 |
| CURRENT LIABILITIES FROM CONTINUING OPERATIONS | 874.337 | 742.511 | 902.812 | |
| Liabilities directly associated with the assets held for sale | 45 | - | - | 57.631 |
| TOTAL CURRENT LIABILITIES | 874.337 | 742.511 | 960.443 | |
| TOTAL LIABILITIES | 2.099.694 | 2.075.854 | 2.069.461 | |
| TOTAL LIABILITIES AND SHAREHOLDER´S EQUITY | 3.062.672 | 3.088.176 | 2.971.398 |
As a standard practice, only the annual accounts are audited, therefore the semester amounts were not audited autonomously.
The Notes to the Financial Statements form an integral part of the consolidated statement of financial position as at 30 June 2020.
| NOTES | 2º QUARTER 19 REPORTED |
6M 19 REPORTED |
2º QUARTER 19 RESTATED* |
6M 19 RESTATED* |
2º QUARTER 20 | 6M 20 | |
|---|---|---|---|---|---|---|---|
| REVENUES: | |||||||
| Services rendered | 369,521 | 730,401 | 338,717 | 670,186 | 301,738 | 623,962 | |
| Sales | 19,391 | 38,815 | 19,391 | 38,815 | 17,092 | 35,311 | |
| Other operating revenues | 7,509 | 12,521 | 7,509 | 12,521 | 2,421 | 7,362 | |
| 29 | 396,421 | 781,737 | 365,617 | 721,522 | 321,251 | 666,635 | |
| COSTS, LOSSES AND GAINS: | |||||||
| Wages and salaries | 30 | 20,232 | 40,394 | 20,162 | 40,241 | 20,999 | 42,147 |
| Direct costs | 31 | 128,402 | 250,626 | 97,744 | 191,271 | 70,529 | 161,204 |
| Costs of products sold | 32 | 14,037 | 27,953 | 14,037 | 27,953 | 15,772 | 30,528 |
| Marketing and advertising | 6,307 | 12,596 | 6,307 | 12,596 | 4,959 | 10,324 | |
| Support services | 33 | 19,494 | 40,473 | 19,494 | 40,473 | 20,287 | 41,762 |
| Supplies and external services | 33 | 27,175 | 56,027 | 27,090 | 55,857 | 23,187 | 50,797 |
| Other operating losses / (gains) | 133 | 254 | 133 | 254 | 136 | 286 | |
| Taxes | 8,577 | 17,341 | 8,577 | 17,341 | 8,138 | 16,378 | |
| Provisions and adjustments | 34 | 843 | 4,137 | 843 | 4,137 | (634) | 2,603 |
| Depreciation, amortisation and impairment losses | 7, 8, 9 e 36 | 103,141 | 200,461 | 103,141 | 200,461 | 101,192 | 201,666 |
| Reestructuring costs | 37 | 2,351 | 4,264 | 2,351 | 4,264 | 420 | 998 |
| Losses / (gains) on sale of assets, net | (256) | (438) | (256) | (438) | (96) | (121) | |
| Other losses / (gains) non recurrent net | 38 | 1,697 | 3,289 | 1,697 | 3,289 | 3,483 | 48,666 |
| 332,133 | 657,377 | 301,320 | 597,699 | 268,372 | 607,238 | ||
| INCOME BEFORE LOSSES / (GAINS) PARTICIPATED COMPANIES, FINANCIAL RESULTS AND TAXES |
64,289 | 124,361 | 64,298 | 123,824 | 52,879 | 59,397 | |
| Net losses / (gains) of affiliated companies | 11 e 35 | (1,091) | (1,289) | (1,091) | (1,289) | 938 | 9,762 |
| Financial costs | 39 | 5,010 | 10,638 | 5,010 | 10,638 | 4,587 | 9,251 |
| Net foreign exchange losses / (gains) | (99) | (48) | (99) | (48) | 56 | 206 | |
| Net losses / (gains) on financial assets | (1) | (5) | (2) | (5) | (3) | 55 | |
| Net other financial expenses / (income) | 39 | 1,038 | 1,769 | 1,038 | 1,769 | 929 | 1,770 |
| 4,856 | 11,065 | 4,857 | 11,065 | 6,507 | 21,044 | ||
| INCOME BEFORE TAXES | 59,433 | 113,297 | 59,441 | 112,759 | 46,372 | 38,353 | |
| Income taxes | 14 | 11,858 | 23,351 | 11,860 | 23,230 | 7,456 | 10,308 |
| NET CONSOLIDATED INCOME FROM CONTINUING OPERATIONS | 47,575 | 89,946 | 47,581 | 89,529 | 38,916 | 28,045 | |
| Net consolidated income from discontinued operadtions | 45 | - | - | (7) | 416 | 6,269 | 6,407 |
| NET CONSOLIDATED INCOME | 47,575 | 89,946 | 47,575 | 89,946 | 45,185 | 34,452 | |
| ATTRIBUTABLE TO: | |||||||
| NOS Group Shareholders | 47,735 | 90,196 | 47,735 | 90,196 | 45,341 | 34,986 | |
| Non-controlling interests | 22 | (160) | (250) | (160) | (250) | (156) | (534) |
| EARNINGS PER SHARES | |||||||
| Basic - euros | 40 | 0.09 | 0.18 | 0.09 | 0.18 | 0.09 | 0.07 |
| Diluted - euros | 40 | 0.09 | 0.18 | 0.09 | 0.18 | 0.09 | 0.07 |
| EARNINGS PER SHARES FROM CONTINUING OPERATIONS | |||||||
| Basic - euros | 40 | 0.09 | 0.18 | 0.09 | 0.17 | 0.08 | 0.06 |
| Diluted - euros | 40 | 0.09 | 0.18 | 0.09 | 0.17 | 0.08 | 0.06 |
| *Restatement resulting from the classification of NOS International Carrier Services as a discontinued operating unit (note 45). |
As a standard practice, only the annual accounts are audited, therefore the quarterly and semester amounts were not audited autonomously.
The Notes to the Financial Statements form an integral part of the consolidated statement of income by nature for the semester ended on 30 June 2020.
Condensed consolidated statement of comprehensive income for the quarters and semesters ended on 30 June 2019 and 2020 (Amounts stated in thousands of euros)
NET CONSOLIDATED INCOME 47,575 89,946 47,575 89,946 45,185 34,452 OTHER INCOME ITENS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO THE INCOME STATEMENT: Accounting for equity method 11 (392) (158) (392) (158) (903) (1,967) Fair value of interest rate swap 19 422 811 422 811 (34) (13) Deferred income tax - interest rate swap 19 (94) (182) (94) (182) 8 3 Fair value of equity swaps 19 (217) (182) (217) (182) 40 (124) Deferred income tax - equity swap 19 49 41 49 41 (9) 2 8 Currency translation differences and others (123) (143) (123) (143) (212) (247) INCOME RECOGNISED DIRECTLY IN EQUITY (355) 187 (355) 187 (1,110) (2,320) TOTAL COMPREHENSIVE INCOME 47,220 90,133 47,220 90,133 44,075 32,132 ATTRIBUTABLE TO: NOS Group Shareholders 47,380 90,383 47,380 90,383 44,231 32,666 Non-controlling interests (160) (250) (160) (250) (156) (534) 47,220 90,133 47,220 90,133 44,075 32,132 NOTES 6M 19 REPORTED 6M 19 RESTATED 6M 20 2º QUARTER 19 REPORTED 2º QUARTER 19 RESTATED 2º QUARTER 20
As a standard practice, only the annual accounts are audited, therefore the quarterly and semester amounts were not audited autonomously.
The Notes to the Financial Statements form an integral part of the consolidated statement of comprehensive income for the semester ended on 30 June 2020.
(Amounts stated in thousands of euros)
| ATTRIBUTABLE TO NOS GROUP SHAREHOLDERS | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| NOTES SHARE CAPITAL |
CAPITAL ISSUED PREMIUM |
OWN SHARES DISCOUNTS AND PREMIUMS |
LEGAL RESERVE |
OTHER RESERVES AND ACCUMULATED EARNINGS |
NET INCOME |
NON - CONTROLLING INTERESTS |
TOTAL | ||
| BALANCE AS AT 1 JANUARY 2019 | 5.152 | 854.219 | (12.132) | 1.030 | 60.276 | 137.770 | 7.296 | 1.053.611 | |
| Result appropriation | |||||||||
| Transfers to reserves | - | - | - | - | 137.770 | (137.770) | - | - | |
| Dividends paid | - | - | - | - | (179.607) | - | - | (179.607) | |
| Aquisition of own shares | 21.3 | - | - | (3.547) | - | - | - | - | (3.547) |
| Distribution of own shares - share incentive scheme | 21.3 | - | - | 3.659 | - | (3.659) | - | - | - |
| Distribuition of own shares - other remunerations | 21.3 | - | - | 339 | - | (13) | - | - | 326 |
| Share Plan - costs incurred in the period and others | - | - | - | - | 2.071 | - | (8) | 2.063 | |
| Comprehensive Income | - | - | - | - | 187 | 90.196 | (250) | 90.132 | |
| BALANCE AS AT 30 JUNE 2019 | 5.152 | 854.219 | (11.681) | 1.030 | 17.024 | 90.196 | 7.038 | 962.978 | |
| BALANCE AS AT 1 JANUARY 2020 | 5.152 | 854.219 | (14.655) | 1.030 | 16.041 | 143.494 | 7.042 | 1.012.322 | |
| Result appropriation | |||||||||
| Transfers to reserves | - | - | - | - | 143.494 (143.494) | - | - | ||
| Dividends paid | - | - | - | - | (142.516) | - | - | (142.516) | |
| Aquisition of own shares | 21.3 | - | - | (2.871) | - | - | - | - | (2.871) |
| Distribution of own shares - share incentive scheme | 21.3 | - | - | 4.885 | - | (4.885) | - | - | - |
| Distribuition of own shares - other remunerations | 21.3 | - | - | 510 | - | (235) | - | - | 275 |
| Share Plan - costs incurred in the period and others | 44 | - | - | - | - | 2.598 | - | (5) | 2.593 |
| Comprehensive Income | - | - | - | - | (2.320) | 34.986 | (534) | 32.132 | |
| BALANCE AS AT 30 JUNE 2020 | 5.152 | 854.219 | (12.131) | 1.030 | 12.177 | 34.986 | 6.504 | 901.937 |
As a standard practice, only the annual accounts are audited, therefore the semester amounts were not audited autonomously.
The Notes to the Financial Statements form an integral part of the consolidated statement of changes in shareholders' equity for the semester ended on 30 June 2020.
(Amounts stated in thousands of euros)
| NOTES | 6M 19 | 6M 20 | |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Collections from clients | 906.757 | 825.907 | |
| Payments to suppliers | (474.519) | (385.067) | |
| Payments to employees | (56.039) | (54.624) | |
| Receipts / (Payments) relating to income taxes | (1.124) | (3.925) | |
| Other cash receipts / (payments) related with operating activities | (13.201) | (53.159) | |
| CASH FLOW FROM OPERATING ACTIVITIES (1) | 361.874 | 329.132 | |
| INVESTING ACTIVITIES | |||
| CASH RECEIPTS RESULTING FROM | |||
| Financial investments | 91 | - | |
| Disposal of discontinued operating unit | 45 | - | 1.828 |
| Tangible assets | 951 | 196 | |
| Interest and related income | 2.668 | 1.232 | |
| 3.710 | 3.256 | ||
| PAYMENTS RESULTING FROM | |||
| Tangible assets | (130.380) | (103.528) | |
| Intangible assets and contract costs | (92.045) | (96.893) | |
| (222.425) | (200.421) | ||
| CASH FLOW FROM INVESTING ACTIVITIES (2) | (218.715) | (197.165) | |
| FINANCING ACTIVITIES | |||
| CASH RECEIPTS RESULTING FROM | |||
| Borrowings | 224.000 | 62.003 | |
| 224.000 | 62.003 | ||
| PAYMENTS RESULTING FROM | |||
| Borrowings | (109.333) | (133.328) | |
| Lease rentals (principal) | (31.581) | (32.714) | |
| Interest and related expenses | (16.426) | (12.641) | |
| Dividends | 21.4 | (179.607) | - |
| Aquisition of own shares | 21.3 | (3.547) | (2.871) |
| (340.494) | (181.554) | ||
| CASH FLOW FROM FINANCING ACTIVITIES (3) | (116.494) | (119.551) | |
| Change in cash and cash equivalents (4)=(1)+(2)+(3) | 26.665 | 12.416 | |
| Effect of exchange differences | 1 | (65) | |
| Cash and cash equivalents at the beginning of the year | (17.754) | 3.301 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 8.912 | 15.652 | |
| Cash and cash equivalents | 20 | 11.310 | 17.056 |
| Bank overdrafts | 23 | (2.398) | (1.404) |
| 8.912 | 15.652 |
As a standard practice, only the annual accounts are audited, therefore the semester amounts were not audited autonomously.
The Notes to the Financial Statements form an integral part of the consolidated statement of cash flows for the semester ended on 30 June 2020.
(Amounts stated in thousands of euros, unless otherwise stated)
gust 2013, named ZON Multimédia Serviços de Actor António Silva, nº9, Campo Grande, was established by Portugal Telecom, SGPS, S.A. ("Portugal Telecom") on 15 July 1999 for the purpose of implementing its multimedia business strategy.
During the 2007 financial year, Portugal Telecom proceeded with the spin-off of ZON through the attribution of its participation in the company to their shareholders, which become fully independent from Portugal Telecom.
During the 2013 financial year, ZON and Optimus, SGPS, S.A. ("Optimus SGPS") have merged through the incorporation of Optimus SGPS into ZON. Thereafter, the Company adopted the designation of ZON OPTIMUS, SGPS, S.A..
The businesses operated by NOS and its associated companies, form the "NOS Group" or "Group", which includes cable and satellite television services, voice and Internet access services, video production and sale, advertising on Pay TV channels, cinema exhibition and distribution, the production of channels for Pay TV, management of datacentres and consulting services in IT.
30 June 2020 is shown in Note 21.
subsidiaries, NOS Açores, NOS Madeira, NOS International Carrier Services (discontinuing operations) and NOS wholesale. These companies carry out: a) cable and satellite television distribution; b) the operation of the latest generation mobile communication network, GSM/UMTS/LTE; c) the operation of electronic communications services, including data and multimedia communication services in general; d) IP voice services ("VOIP" provision of consultancy and similar services directly or indirectly related to the above mentioned activities and services. The business of these companies is regulated by Law no. 5/2004 (Electronic Communications Law), which establishes the legal regime governing electronic communications networks and services.
NOSPUB and NOS Lusomundo TV operate in the television and content production business, and currently produce films and series channels, which are distributed, among other operators, by NOS SA and its subsidiaries. NOSPUB also manages the advertising space on Pay TV channels and in the cinemas of NOS Cinemas.
NOS Audiovisuais and NOS Cinemas, together with their associated companies, operate in the audiovisual sector, which includes video production and sale, cinema exhibition and distribution, and the acquisition/negotiation of Pay TV and VOD (video-on-demand) rights.
NOS Sistemas is a company dedicated to datacentre management and consulting services in IT.
NOS Inovação main activities are conducting and stimulating scientific activities of R&D (it owns all the intellectual property developed within the NOS Group, intending to guarantee the return of the initial investment through the commercialization of patents and concessions regarding commercial operation, as a result of the creation of new products and services), the demonstration, disclosure, technology and training transfers in the services and information management domains as well as fixed and mobile solutions of the latest generation of TV, internet, voice and data solutions.
These Notes to the Financial Statements follow the order in which the items are shown in the consolidated financial statements.
The consolidated financial statements for the semester ended on 30 June 2020 were approved by the Board of Directors and their issue authorised on 22 July 2020.
The Board of Directors believes that these financial statements give a true and fair view of the
The principal accounting policies adopted in the preparation of the financial statements are described below. These policies were consistently applied to all the financial years presented, unless otherwise stated.
The consolidated financial statements were prepared in accordance with IAS 34 Interim Financial the information required by IFRS, so they must be read in conjunction with the consolidated financial statements for the year ended on 31 December 2019.
The consolidated financial statements are presented in euros as this is the main currency of the Group's operations and all amounts are presented in thousands of euros, except when referred to the financial statements of subsidiaries located abroad were converted into euros in accordance with the accounting policies described in Note 2.3.20.
The consolidated financial statements were prepared on a going concern basis from the ledgers and accounting records of the companies included in the consolidation (Annex A)), using the historical cost convention, adjusted when necessary for the valuation of financial assets and liabilities (including derivatives) at their fair value (Note 2.3.23).
In preparing the consolidated financial statements in accordance with IFRS, the Board used estimates, assumptions, and critical judgments with impact on the value of assets and liabilities and the recognition of income and costs in each reporting period. Although these estimates were based on the best information available at the date of preparation of the consolidated financial statements, current and future results may differ from these estimates. The areas involving a higher element of judgment and estimates are described in Note 3.
The group presents a statement of financial position at the beginning of the previous comparative period when there is a retrospective application of an accounting policy, a retrospective restatement or a material reclassification of items in the financial statements. Similary, the income statements by nature are restated. During the semester ended on 30 June 2020, the income statements by nature related to the semester ended on 30 June 2019, were restated due to the disposal of NOS International Carrier Services and respective classification as discontinued unit (Note 45).
In the preparation and presentation of the consolidated financial statements, the NOS Group declares that it complies explicitly and without reservation with IAS/IFRS reporting standards and related SIC/IFRIC interpretations as approved by the European Union.
The standards and interpretations that became effective as of 1 January 2020 are as follows:
No material impacts are estimated on the Company's financial statements from the application of these standards and amendments.
At the date of approval of these financial statements, there are no standards and interpretations endorsed by the European Union, whose mandatory application occurs in future financial years.
The following standards, interpretations, amendments and revisions, with mandatory application in future financial years, have not been endorsed by the European Union, until the date of approval of these financial statements:
intended to clarify the classification of liabilities as current or non-current.
Improvements to international financial reporting standards 2018-2020 (issued on 14 May 2020, to be applied to annual periods beginning on or after 1 January 2022). These improvements involve the revision of several standards.
The Group has been evaluating the impact of these amendments. It will apply this standard once it becomes effective or when earlier application is permitted.
Controlled companies were consolidated by the full consolidation method. Control is deemed to exist when the Group is exposed or has rights, because of their involvement, to a variable return of the entity's activities, and has capacity to affect this return through the power over the entity. Namely, when the Company directly or indirectly holds a majority of the voting rights at a General Meeting of Shareholders or has the power to determine the financial and operating policies. In situations where the Company has, in substance, control of other entities created for a specific purpose, although it does not directly hold equity in them, such entities are consolidated by the full consolidation method. The entities in these situations are listed in Annex A).
T separately in the consolidated statement of financial position and in the consolidated statement, - 2).
The identifiable acquired assets and the liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the acquisition date, irrespective of the existence of non-controlled interests. The excess of acq identifiable acquired assets and liabilities is stated in Goodwill. When the acquisition cost is less than the fair value of the identified net assets, the difference is recorded as a gain in the income statement in the period in which the acquisition occurs.
The interests of minority shareholders are initially recognised as their proportion of the fair value of the identifiable assets and liabilities.
On the acquisition of additional equity shares in companies already controlled by the Group, the difference between the share of capital acquired and the corresponding acquisition value is recognised directly in equity.
When an increase in position in the capital of an associated company results in the acquisition of control, with the latter being included in the consolidated financial statements by the full consolidation method, the share of the fair values assigned to the assets and liabilities, corresponding to the percentages previously held, is stated in the income statement.
The directly attributable transaction costs are recognised immediately in profit or loss.
The results of companies acquired or sold during the year are included in the income statements as from the date of obtaining control or until the date of their disposal, respectively.
Intercompany transactions, balances, unrealised gains on transactions and dividends distributed between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction shows evidence of impairment of the transferred asset.
When necessary, adjustments are made to the financial statements of controlled companies in order to align their accounting policies with those of the Group.
The classification of investments as jointly controlled companies is determined based on the existence of shareholder agreements, which show and regulate the joint control. Financial investments of jointly controlled companies (Annex C)) are stated by the equity method. Under this method, financial investments are adjusted periodically by an amount corresponding to the share in cial results and taxes. Direct changes in the postacquisition equity of jointly controlled companies are recognised as the value of the shareholding as a contra entry in reserves, in equity.
Additionally, financial investments may also be adjusted for recognition of impairment losses.
Any excess of acquisition cost over the fair value of identifiable net assets and liabilities (goodwill) is recorded as part of the financial investment of jointly controlled companies and subject to impairment testing when there are indicators of loss of value. When the acquisition cost is less than the fair value of the identified net assets, the difference is recorded as a gain in the income statement in the period in which the acquisition occurs.
Losses in jointly controlled companies, which exceed the investment made in them, are not recognised, except when the Group has entered into undertakings with that company.
Dividends received from these companies are recorded as a reduction in the value of the financial investments.
An associated company is a company in which the Group exercises significant influence through participation in decisions about its financial and operating policies, but in which does not have control or joint control.
Any excess of the acquisition cost of a financial investment over the fair value of the identifiable net assets is recorded as goodwill and is added to the value of the financial investment and its recovery is reviewed annually or whenever there are indications of possible loss of value. When the acquisition cost is less than the fair value of the identified net assets, the difference is recorded as a gain in the statement of comprehensive income in the period in which the acquisition occurs.
Financial investments in the majority of associated companies (Annex B)) are stated by the equity method. Under this method, financial investments are adjusted periodically by an amount s / -acquisition
equity of associated companies are recognised as the value of the shareholding as a contra entry in reserves, in equity. Additionally, financial investments may also be adjusted for recognition of impairment losses.
Losses in associated companies, which exceed the investment made in them, are not recognised, except when the Group has entered into undertakings with that associated company.
Dividends received from these companies are recorded as a reduction in the value of the financial investments.
Investments made by the Group in entities where it does not have significant influence are initially recorded at cost and subsequently measured at fair value through profit or loss.
These investments are presented under "Other financial assets non-current" in the statement of financial position and changes in fair value are recorded against "Net losses / (gains) of affiliated companies" in the statement of income.
Balances and transactions as well as unrealised gains between Group companies, and between them and the parent company, are eliminated in the consolidation.
The part of unrealised gains arising from transactions with associated companies or jointly controlled companies attributable to the Group is eliminated in the consolidation. Unrealised losses are similarly eliminated except when they show evidence of impairment of the transferred asset.
As stipulated in IFRS 8, the Group presents operating segments based on internally produced management information.
Operating segments are reported consistently with the internal management information model provided to the chief operating decision maker of the Group, who is responsible for allocating resources to the segment and for assessing its performance, and for taking strategic decisions.
Realisable assets and liabilities due in less than one year from the date of the statement of financial position are classified as current in assets and liabilities, respectively.
In accordance with IAS 1, "Integration costs", "Losses / (gains) on disposal of assets" and "Other nonrecurring costs / (gains)"reflect unusual costs and revenues, that should be disclosed separately from the usual cost and revenues lines, in order to avoid distortion of the financial information from regular operations, and be consistent with the way the group's financial performance is analysed and monitored by management. These unusual costs and revenues may not be comparable to similarly titled measures used by other companies. When determining whether an event or transaction is unusual, management considers both quantitative and qualitative factors. Examples of unusual costs and revenues are: business restructuring programs and respective compensation; regulatory affairs and lawsuits; extraordinary impairment of assets due to the reduction of their
recoverable amount, among others. If costs and revenues meet these criteria, which are applied consistently from year to year, they are treated as unusual and presented in the specific lines above.
In the period ended 30 June 2020, "Other non-recurring costs / (gains)" refer, predominantly, to costs incurred with Covid-19. These costs, directly attributable to the coronavirus outbreak, are both: a) incremental to the costs incurred before the outbreak and which are not expected to occur once the crisis has subsided and operations have returned to normal; and b) clearly separable from the Group's current operations. Namely, a) expenses with expected credit losses resulting from the prospect of significant worsening of bad debt, as a result of the economic downturn and increased unemployment, b) charges with PPE and the purchase and more complete and / or more frequent use of cleaning and disinfection products in the facilities, c) temporary premium payments to compensate employees for the performance of their normal tasks at high exposure to coronavirus, among others.
Tangible assets are stated at acquisition cost, less accumulated depreciation and impairment losses, when applicable. Acquisition cost includes, in addition to the purchase price of the asset: (i) costs directly attributable to the purchase; and (ii) the estimated costs of decommissioning and removal of the assets and restoration of the site, which in Group applies to the cinema operation business, telecommunication towers and offices (Note 7).
Estimated losses resulting from the replacement of equipment before the end of its useful life due to technological obsolescence are recognised by a deduction, from the corresponding asset as a contra entry in profit and loss. The costs of current maintenance and repairs are recognised as a cost when they are incurred. Significant costs incurred on renovations or improvements to the asset are capitalised and depreciated over the corresponding estimated payback period when it is probable that there will be future economic benefits associated with the asset and when these can be measured reliably.
Non-current assets (or discontinued operations), are classified as held for sale if their value is realisable through a sale transaction rather than through their continued use.
This situation is deemed to arise only when: (i) the sale is highly probable and the asset is available for immediate sale in its present condition; (ii) the Group has given an undertaking to sell; and (iii) it is expected that the sale will be realised within 12 months. In this case, non-current assets are valued at the lesser of their book value or their fair value less the sale costs.
From the time that certain ta such assets ceases and they are classified as non-current assets held for sale. Gains and losses on disposals of tangible assets, corresponding to the difference between the sale price and the net
Tangible assets are depreciated from the time they are completed or ready to be used. These assets, less their residual value, are depreciated by the straight-line method, in twelfths, from the month in which they become available for use, according to the useful life of the assets defined as their estimated utility.
The depreciation rates used correspond to the following estimated useful lives:
| 2019 | 2020 | |
|---|---|---|
| (YEARS) | (YEARS) | |
| Buildings and other constructions | 2 - 50 | 2 - 50 |
| Technical equipment: | ||
| Network Installations and equipment | 7 - 40 | 7 - 40 |
| Terminal equipment | 2 - 8 | 2 - 8 |
| Other technical equipment | 1 - 16 | 1 - 16 |
| Transportation equipment | 3 - 4 | 3 - 4 |
| Administrative equipment | 2 - 10 | 2 - 10 |
| Other tangible assets | 4 - 8 | 4 - 8 |
Intangible assets are stated at acquisition cost, less accumulated amortisation and impairment losses, when applicable. Recognised only when they generate future economic benefits for the Group and when they can be measured reliably.
Intangible assets consist mainly of goodwill, telecom and software licenses, content utilisation rights and other contractual rights.
Goodwill represents the excess of acquisition cost over the net fair value of the assets, liabilities, and contingent liabilities of a subsidiary, jointly controlled company or associated company at the acquisition date, in accordance with IFRS 3.
controlled company or in the case in which the excess of cost has been originated by a merger, and or an associated company.
Goodwill is not amortised and is subject to impairment tests at least once a year, on a specified date, financial position which may result in a possible loss of value. Any impairment loss is recorded reversal.
For the purposes of impairment tests, goodwill is attributed to the cash-generating units to which it is related (Note 8), which may correspond to the business segments in which the Group operates, or a lower level.
Internally generated intangible assets, including expenditure on research, are expensed when they are incurred. Research and development costs are only recognised as assets when the technical capability to complete the intangible asset is demonstrated and when it is available for use or sale.
Assets classified under this item relate to the rights and licenses acquired under contract by the Group to third parties and used in realising the Group's activities, and include:
Software licenses;
Content utilisation rights;
The content exploration rights are recorded in the consolidated statement of financial position, as intangible assets, when the following conditions are fulfilled: (i) there is control over the content, (ii) the Company has the right to choose the way to explore the content, and (iii) it is available for exhibition.
The conclusion of contracts relating to sports contents, which are not immediately available, originates rights that are initially classified as contractual commitments.
In the specific case of broadcasting rights of sports competitions, these are recognised as assets when the necessary conditions to organise each sports competition are present, which occurs in the homologation date of the participating teams in the competition that is being held in the sports season to be initiated, by the organizing entity, taking into consideration that it is from that date that the conditions for the recognition of an asset are present, namely, the unequivocal attainment of the exploration rights of the games of the stated season. In this situation, the stated rights are linear method, by twelfths, starting from the beginning of the month in which they are available for use.
Resulting from agreements concluded for the cession of the exclusive rights to exploit sports content, and as it is permitted by IAS 1, since 2017, NOS presents the net assets and liabilities of the values ceded to other operators, considering that this compensation best reflects the substance of the transactions.
Group companies periodically carry out an impairment assessment of intangible assets in-progress. This impairment assessment is also carried out whenever events or changes in circumstances indicate that the amount at which the asset is recorded may not be recoverable. When such indications exist, the Group calculates the recoverable value of the asset in order to determine the existence and extent of the impairment loss.
These assets are amortised by the straight-line method, in twelfths, from the beginning of the month in which they become available for use.
The amortisation rates used correspond to the following estimated useful lives:
| 2019 | 2020 | |
|---|---|---|
| (YEARS) | (YEARS) | |
| Telecom licences | 30 - 33 | 30 - 33 |
| Software licences | 1 - 8 | 1 - 8 |
| Period of the | Period of the | |
| Content utilization rights | contract | contract |
| Other | 1 - 8 | 1 - 8 |
This item corresponds to costs incurred in attracting customers and costs associated with fulfilling a contract that are capitalized whenever they meet all of the following criteria:
i) they are related to an existing contract or a specific future contract;
These costs are recognised for the period expected to fulfill the contract (2 to 4 years).
The costs of attracting customers are essentially:
The costs associated with fulfilling the contracts are essentially:
Group companies periodically carry out an impairment assessment of non-current assets. This impairment assessment is also carried out whenever events or changes in circumstances indicate that the amount at which the asset is recorded may not be recoverable. When such indications exist, the Group calculates the recoverable value of the asset to determine the existence and extent of the impairment loss.
The recoverable value is estimated for each asset individually or, if that is not possible, assets are grouped at the lowest levels for which there are identifiable cash flows to the cash-generating unit -generating unit, except for the assets allocated to the cinema exhibition business, which are grouped into regional cash-generating units.
The recoverable amount is calculated as the higher of the net sale price and the current use value. The net sale price is the amount that would be obtained from the sale of the asset in a transaction between independent and knowledgeable entities, less the costs directly attributable to the sale. The current use value is the current value of the estimated future cash flows resulting from continued use of the asset or of the cash-generating unit. When the amount at which the asset is recorded exceeds its recoverable value, it is recognised as an impairment loss.
The reversal of impairment losses recognised in previous years is recorded when there are indications that these losses no longer exist or have decreased. The reversal of impairment losses is recognised in the statement of comprehensive income in the year in which it occurs. However, an impairment loss can only be reversed up to the amount that would be recognised (net of amortisation or depreciation) if no impairment loss had been recorded in previous years.
Financial assets are recognised in the statement of financial position of the Group on the trade or contract date, which is the date on which the Group undertakes to purchase or sell the asset.
Initially, apart from commercial accounts receivable, financial assets are recognised at fair value plus directly attributable transaction costs, except for assets at fair value through income in which transaction costs are immediately recognised in income. Trade accounts receivable, at the initial time, are recognised at their transaction price, as defined in IFRS 15.
flows expire; (ii) the Group has substantially transferred all the risks and benefits associated with their ownership; or (iii) although it retains part but not substantially all of the risks and benefits associated with their ownership, the Group has transferred control of the assets.
The financial assets and liabilities are offset and shown as a net value when, and only when, the Group has the right to offset the recognised amounts and intends to settle for the net value.
The Group classifies its financial assets into the following categories: financial assets at fair value through profit or loss, financial assets measured at amortised cost, financial assets at fair value through other comprehensive income. Its classification depends on the entity's business model to manage the financial assets and the contractual characteristics in terms of the cash flows of the financial asset.
This category includes financial derivatives and equity instruments that the Group has not classified as financial assets through other comprehensive income at the time of initial recognition. This category also includes all financial instruments whose contractual cash flows are not exclusively capital and interest.
Gains and losses resulting from changes in the fair value of assets measured at fair value through
Financial assets measured at fair value through other comprehensive income are those that are part of a business model whose objective is achieved through the collection of contractual cash flows and the sale of financial assets, being that these contractual cash flows are only capital and interest reimbursement on the capital in debt.
Financial assets measured at amortised cost are those that are included in a business model whose purpose is to hold financial assets in order to receive the contractual cashflows, being that these contractual cash flows are only capital reimbursement and interest payments on the capital in debt.
deposits, term deposits and other investments with maturities of less than three months which may be immediately realisable and with a negligible risk of change of value.
For the purposes of th
Financial liabilities and equity instruments are classified according to their contractual substance irrespective of their legal form. Equity instruments are contracts that show a residual interest in the panies are recorded at the amount received, net of the costs incurred in their issue. Financial liabilities are recognised only when extinguished, i.e. when the obligation is settled, cancelled, or extinguished.
In accordance with IFRS 9, financial liabilities are classified as subsequently measured at amortised cost, except for:
Financial liabilities of the Group include borrowings, accounts payable and derivative financial instruments.
At the date of each financial position statement, the Group analyses and recognises expected losses on its debt securities, loans and accounts receivable. The expected loss results from the difference between all contractual cash flows that are due to an entity in accordance with the contract and all the cash flows that the entity expects to receive, discounted at the original effective interest rate.
The objective of this impairment policy is to recognise expected credit losses over the respective duration of financial instruments that have undergone significant increases in credit risk since initial recognition, assessed on an individual or collective basis, taking into account all reasonable and sustainable information, including prospects. If, at the reporting date, the credit risk associated with a financial instrument has not increased significantly since the initial recognition, the Group measures the provision for losses relating to that financial instrument by an amount equivalent to the expected credit losses within a period of 12 months.
For receivables and assets resulting from contracts under IFRS 15, the Group adopts the simplified approach when calculating expected credit losses. As a result, the Group does not monitor changes in credit risk, recognising instead impairment losses based on the expected credit loss on each reporting date. The Group presents an impairment loss criterion based on the history of credit losses, adjusted by specific prospective factors for the clients and the economic environment.
The Group uses derivative financial instruments, such as exchange rate forward contracts, interest rate swaps, to cover its exchange rate risks, interest, respectively. Such derivative financial
instruments are initially recorded at fair value on the date the derivative is contracted and are subsequently measured at fair value. Derivatives are presented in assets when their fair value is positive and in liabilities when their fair value is negative.
In terms of hedge accounting, hedges are classified as:
NOS Group uses derivative financial instruments with fair value and cash flow hedges.
At the beginning of the hedge relationship, the Group formally designates and documents the hedging relationship for which hedge accounting is intended to apply as well as the management and strategy purpose of such hedge.
Until the 1 January 2018, the documentation included the identification of the hedging instrument, the hedged item or transaction, the nature of the hedged risk and the manner in which the Group assessed the effectiveness of changes in the fair value of the hedging instrument according with the Group's exposure to changes in the fair value of the hedge item or cash flows arising from the hedged risk. Such hedges should be highly effective to compensate changes in fair values or cash flows and would be assessed on a continuing basis in order to demonstrate their highly effectiveness over the reporting period.
Beginning 1 January 2018, the documentation includes the identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all the following effectiveness requirements:
Hedges that meet all the quantifying criteria for hedge accounting are accounted for, as described below:
The change in the fair value of a hedging instrument is recognised in the statement of profit or loss. The change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognised in the statement of profit or loss.
For fair value hedges relating to items carried at amortised cost, any adjustment to carrying value is amortised through profit or loss over the remaining term of the hedge using the EIR method. The EIR amortisation may begin as soon as an adjustment exists and no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged.
If the hedged item is derecognised, the unamortised fair value is recognised immediately in profit or loss.
When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the statement of profit or loss. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item.
The Group uses forward contracts of: i) currency contracts for its exposure to foreign currency risk in forecast transactions and firm commitments; ii) interest rates to cover the risk of volatility of the interest rates; iii) own shares contracts for its exposure to volatility in own shares to be distributed within the scope of share incentive scheme. The ineffective portion relating to foreign currency
In the semester ended on 30 June 2020, the Group did not make any changes in the recognition method.
The amounts accumulated in OCI are accounted for, depending on the nature of the underlying hedged transaction. If the hedged transaction subsequently results in the recognition of a nonfinancial item, the amount accumulated in equity is removed from the separate component of equity and included in the initial cost or other carrying amount of the hedged asset or liability. This is not a reclassification adjustment and will not be recognised in OCI for the period. This also applies where the hedged forecast transaction of a non-financial asset or non-financial liability subsequently
For any other cash flow hedges, the amount accumulated in OCI is reclassified to profit or loss as a reclassification adjustment in the same period or periods during which the hedged cash flows affect profit or loss.
If cash flow hedge accounting is discontinued, the amount that has been accumulated in OCI must remain in accumulated OCI if the hedged future cash flows are still expected to occur. Otherwise, the amount will be immediately reclassified to profit or loss as a reclassification adjustment. After discontinuation, once the hedged cash flow occurs, any amount remaining in accumulated OCI must be accounted for depending on the nature of the underlying transaction as described above.
Inventories, which mainly include mobile phones, customer terminal equipment, DVDs, and content broadcasting rights, are valued at the lower of their cost or net realisable value.
The acquisition cost includes the invoice price, freight, and insurance costs, using the weighted average cost as the method of costing goods sold.
Inventories are adjusted for technological obsolescence, as well as for the difference between the purchase cost and the net realisable value, whichever is the lower, and this reduction is recognised directly in the income statement.
The net realisable value corresponds to the normal sale price less restocking costs and selling costs.
The differences between the cost and the corresponding net realisable value of inventories, when
Inventories in transit, since they are not available for consumption or sale, are separated out from other inventories and are valued at their specific acquisition cost.
The signing of contracts related with sports content originates rights that are initially classified as contractual commitments.
The content broadcasting rights are recorded in the consolidated statement of financial position, as Inventories, in the event of the nonexistence of full right over the way of exploration of the asset, by the respective value of cost or net realisable value, whenever it is lower, when programmatic content has been received and is available for exhibition or use, according to contractual conditions, without any production or change, given that the necessary conditions for the organization of each sports competition are present, which occurs in the homologation date of the participating teams in the competition that is being held in the sports season to be initiated, by the organizing entity. The systematic basis given the pattern of economic benefits obtained through their commercial exploration.
Due to the agreement between the three national operators of reciprocal availability, for several international) owned by them, (Note 41), NOS considered the recognition of the costs, excluding those divided by the remaining operators, on a systematic basis, given the pattern of economic benefits obtained through their commercial exploration.
Subsidies are recognised at their fair value when there is a reasonable assurance that they will be received and Group companies will meet the requirements for their award.
Operating subsidies, mainly for employee training, are recognised in the statement of comprehensive income by deduction from the corresponding costs incurred.
Investment subsidies are recognised in the statement of financial position as deferred income.
If the subsidy is considered as deferred income, it is recognised as income on a systematic and rational basis during the useful life of the asset.
Provisions are recognised when: (i) there is a present obligation arising from past events and it is likely that in settling that obligation, the expenditure of internal resources will be necessary; and (ii) the amount or value of such obligation can be reasonably estimated. When one of the above conditions is not met, the Group discloses the events as a contingent liability unless the likelihood of an outflow of funds resulting from this contingency is remote, in which case they are not disclosed.
Provisions for legal procedures taking place against the Group are made in accordance with the risk assessments carried out by the Group and by their legal advisers, based on success rates.
Provisions for restructuring are only recognised when the Group has a detailed, formal plan, which identify the main features of the restructuring programme, and after these facts have been reported to the entities involved.
Provisions for dismantling costs, removal of assets and restoration of the site are recognised when the assets are installed, in line with the best estimates available at that date. The amount of the provisioned liability reflects the effects of the passage of time and the corresponding financial indexing is recognised in results as a financial cost.
Obligations that result from onerous contracts are registered and measured as provisions. There is an onerous contract when the Company is an integral part of the provisions of an agreement contract, which entail costs that cannot be avoided and exceed the economic benefits derived from the agreement.
Provisions for potential future operating losses are not covered.
Contingent liabilities are not recognised in the financial statements, unless the exception provided under IFRS 3 business combination, and are disclosed whenever there is a good chance to shed resources including economic benefits. Contingent assets are not recognised in the financial statements, being disclosed when there is a likelihood of a future influx of financial resources.
Provisions are reviewed and brought up to date at the date of the statement of financial position to reflect the best estimate at that time of the obligation concerned.
A lease is defined as a contract, or part of a contract, that transfers the right to use a good (the underlying asset) for a period in exchange for a value.
At the beginning of each contract, it is evaluated and identified if it is or contains a lease. This assessment involves an exercise of judgement as to whether each contract depends on a specific asset if NOS obtains substantially all the economic benefits from the use of that asset and whether NOS has the right to control the use of the asset.
All contracts that constitute a lease are accounted for based on the on-balance model in a similar way with the treatment that IAS 17 establishes for financial leases.
At the commencement date of the lease, NOS recognises the liability related to lease payments (lease liability) and the asset representing the right to use the underlying asset during the lease period (the right of use or "ROU").
The cost of interest on the lease liability and the depreciation of the ROU are recognised separately.
Lease liability is remeasured at the occurrence of certain events (such as a change in the lease period, a change in future payments that result from a change in the reference rate or rate used to determine such payments). This remeasurement of the lease liability is recognised as an adjustment in the ROU.
The Group recognises the right to use the assets at the start date of the lease (that is, the date on which the underlying asset is available for use).
The right to use the assets is recorded at acquisition cost, deducted from accumulated depreciation and impairment losses and adjusted for any new measurement of lease liabilities. The cost of the ROU of the assets includes the recognised amount of the lease liability, any direct costs incurred initially and payments already made prior to the initial rental date, less any incentives received.
Unless it is reasonably certain that the Group obtains ownership of the leased asset at the end of the lease term, the recognised right of use of the assets is depreciated on a straight-line basis over the shorter of its estimated useful life and the term of the lease.
Rights of use are subject to impairment.
At the start date of the lease, the Group recognises the liabilities measured at the present value of the future payments to be made until the end of the lease.
Lease payments include fixed payments (including fixed payments on the substance), deducted of any incentives to be received, variable payments, dependent on an index or rate, and expected amounts to be paid under residual value guarantees. The lease payments also include the exercise price of a call option if it is reasonably certain that the Group will exercise the option, and penalties for termination of the lease if it is reasonably certain that the Group will terminate the lease.
Variable payments that do not depend on an index or a rate are recognised as an expense in the period in which the event giving rise to them occurs.
To calculate the present value of the lease payments, the Group uses the incremental loan rate at the start date of the lease if the implied interest rate is not readily determinable.
After the start date of the lease, the value of the lease liability is increased to reflect the increase in interest and reduces by the payments made. In addition, the book value of the lease liability is remeasured if there is a change, such as a change in the lease term, fixed payments or the purchase decision of the underlying asset.
NOS is covered by the special tax regime for groups of companies, which covers all the companies in which it directly or indirectly owns at least 75% of the share capital and which simultaneously are resident in Portugal and subject to Corporate Income Tax (IRC).
The remaining subsidiaries not covered by the special tax regime for groups of companies are taxed individually based on their respective taxable incomes and the applicable tax rates.
Income tax is stated in accordance with the IAS 12 criteria. In calculating the cost relating to income tax for the period, in addition to current tax, allowance is also made for the effect of deferred tax calculated in accordance with the liability method, taking into account the temporary differences resulting from the difference between the tax basis of assets and liabilities and their values as stated in the consolidated financial statements, and the tax losses carried forward at the date of the statement of financial position. The deferred income tax assets and liabilities were calculated based on the tax legislation currently in force or of legislation already published for future application.
As stipulated in the above standard, deferred income tax assets are recognised only when there is reasonable assurance that these may be used to reduce future taxable profit, or when there are deferred income tax liabilities whose reversal is expected to occur in the same period in which the deferred income tax assets are reversed. At the end of each period an assessment is made of deferred income tax assets, and these are adjusted in line with the likelihood of their future use.
The amount of tax to be included, either in current tax or in deferred tax resulting from transactions or events recognised in equity accounts, is recorded directly under those items and does not affect the results for the period.
In a business combination, the deferred tax benefits acquired are recognised as follows:
The benefits granted to employees under share purchase or share option incentive plans are recorded in accordance with the requirements of IFRS 2 Share-based payments.
In accordance with IFRS 2, since it is not possible to reliably estimate the fair value of the services received from employees, their value is measured by reference to the fair value of equity instruments in accordance with their share price at the grant date.
The cost is recognised, linearly over the period in which the service is provided by employees, under
The accumulated cost recognised at the date of each statement of financial position up to the vesting reflects the best estimate of the number of own shares that will be vested, weighted by the tire elapse between the grant and the vesting. The impact on the income statement each year corresponds to the accumulated cost valuation between the beginning and the end of the year.
In turn, benefits granted based on shares but paid in cash lead to the recognition of a liability valued at fair value at the date of the statement of financial position.
Portuguese commercial legislation requires that at least 5% of annual net profit must be appropriated to a legal reserve until it represents at least 20% of the share capital. This reserve is not distributable, except in case of liquidation, but can be used to absorb losses, after having exhausted all other reserves and to increase share capital.
Issue of shares corresponds to premiums from the issuance or capital increases. According to Portuguese law, share premiums follow the treatment given to the "Legal reserve", that is, the values are not distributable, except in case of liquidation, but can be used to absorb losses after having exhausted all other reserves and to increase share capital.
According to IFRS 2 - "Share-based payments", the responsibility with the medium-term incentive plans settled by delivery of own shares is recorded as credit under "Reservations for mid-term incentive plans" and such reserve is not likely to be distributed or used to absorb losses.
Hedging reserve reflects the changes in fair value of derivative financial instruments as cash flow hedges that are considered effective, and they are not likely to be distributed or be used to absorb losses.
The " regime as the legal reserve. Under Portuguese law, the amount of distributable reserves is determined according to the individual financial statements of the company prepared in accordance with IFRS. In addition, the increases resulting from the application of fair value through equity components, including its application through the net profit can only be distributed when the elements that originated them are sold, exercised liquidated or when the end their use, in the case of tangible assets or intangible assets.
The own shares are recorded at acquisition cost as a deduction from equity. Gains or losses on the sale of own shares are recorded under "Other reserves".
This item includes the results available for distribution to shareholders and earnings per fair value in financial instruments increases, financial investments and investment properties, which, in accordance with paragraph 2 of article 32 of the CSC, will only be available for distribution when the elements or rights that originated them are sold, exercised, terminated, or settled.
The main types of revenue of NOS subsidiaries are as follows:
i) Revenues of Communications Services:
Cable television, fixed broadband and fixed voice: The revenues from services provided using the fibre optic cable network result from: (a) basic channel subscription packages that can be sold in a bundle with fixed broadband/fixed voice services; (b) premium channel subscription packages and S-VOD; (c) terminal equipment rental; (d) consumption of content (VOD); (e) traffic and voice termination; (f) service activation; (g) sale of equipment; and (h) other additional services (ex: firewall, antivirus).
Satellite television: Revenues from the satellite television service mainly result from: (a) basic and premium channel subscription packages; (b) equipment rental; (c) consumption of content (VOD); (d) service activation; and (e) sale of equipment.
Mobile broadband and voice services: Revenues from mobile broadband Internet access services and mobile voice services result mainly from monthly subscriptions and/or usage of the Internet and voice service, as well as the traffic associated with the type chosen by the client.
The Group's revenue is based on the five-step model established by IFRS 15:
Thus, at the beginning of each contract, the NOS Group evaluates the promised goods or services and identifies, as a performance obligation, every promise of transfer to the customer of any distinct good or service (or package of goods or services). These promises in customer contracts may be
express or implied, provided such promises create a valid expectation in the client that the entity will transfer a good or service to the customer, based on the entity's published policies, specific statements or usual business practices.
The NOS Group has internally defined that a performance obligation corresponds to the promise of delivery of a good or service that can be used in an isolated/separated way by the customer and on which there is a clear perception of this good or service by the customer among the available in each contract.
The main performance obligations are summarized as Sales of Mobile Phones, Telephones, Hotspots, DVD's, Movie Tickets and Other Equipment and the Services Rendered of Mobile Internet Services, Fixed Internet, Mobile Phone, Landline Phone, Television, Consulting, Cloud/ IT Services, distribution of audio-visual rights among others.
The provision of Set-top-boxes, routers, modems and other terminal equipment at the customers' home and respective installation and activation services were considered by the group as not corresponding to a performance obligation, since they are necessary actions to fulfil the promised performance obligation.
In determining and allocating the transaction price of each performance obligation, NOS used standalone prices of the promised products and services at the time of entering into the agreement with the customer to distribute the amount expected to be received under the contract.
The recognition of revenue occurs at the time of performance of each performance obligation.
Revenue from selling equipment are included when the buyer takes on the risks and advantages of taking possession of goods and the value of the benefits are reasonably quantified.
Revenue from telecom services subscriptions (TV, internet, mobile and fixed voice services bundle subscription, individually or as a bundle) is recognised linearly over the subscription period.
Revenue from equipment rental is recognised linearly over the rental agreement, except in the case of instalment sales, which are accounted as credit sales.
The Group attributes to its customers loyalty points in each call or recharge, that might be exchanged, over a limited period, for discounts in equipment purchase. In each reporting period, NOS recognises the current liability with discounts to be awarded in the future. This responsibility is calculated based on the amount of points awarded and not yet used, discounted from the estimate of points that will not be used (based on the history of use) and valued based on the offer available at each time for the use of points (specific catalog).
The recognition of liability configures a deferred income (until the date on which the points are definitively converted into benefits), which is recognised at the time of the use of the discount, as a revenue accrual.
Revenue related with traffic, roaming, data usage, audiovisual content, and others is recognised when the service is rendered. The Group also offers various personalised solutions, particularly to its corporate customers in telecom management, access, voice, and data transmission services. These personalised solutions are also recognised when the service is rendered.
Unless demanded or allowed by IFRS, the compensation of revenues and costs is not performed, namely, when it reflects the nature of the transaction or other event.
The compensation of revenues and costs is performed in the following situations:
Discounts granted to customers related with loyalty programmes are allocated to the entire retention contract to which the customer is committed to. Therefore, the discount is recognised as the goods and services made available to the customer.
Amounts that have not been invoiced for are included based on estimates. The differences between the estimated amounts and the actual amounts, which are normally immaterial, are recorded in the next financial year.
Until 31 December 2014, revenue from penalties, due to the inherent uncertainties, was recorded only at the moment it was received, and the amount was disclosed as a contingent asset (Note 43). From 1 January 2015, Revenue from penalties is recognised based on an estimated collectability rate, considering the Group's collection history.
In 2020, due to the impacts resulting from the new coronavirus and the estimated reduction in collections, expected credit losses were recognised for all accounts receivable from penalties. The
Interest revenue is recognised using the effective interest method, only when they generate future economic benefits for the Group and when they can be measured reliably.
they are recognised as they are generated or incurred, regardless of when they are received or paid.
The costs and revenues related to the current period and whose expenses and income will only income that have already occurred that relate to future periods, which will be recognised in each of those periods, for the corresponding amount.
The costs related to the current period and whose expenses will only occur in that future periods are amount, as well as the timing of the these aspects, the value is classified as Provisions (Note 2.3.12).
Transactions in foreign currencies are converted into the functional currency at the exchange rate on the transactions dates. On each accounting date, outstanding balances (monetary items) are updated by applying the exchange rate prevailing on that date. The exchange rate differences in this update are recognised in the income statement for the year in which they were calculated in the item "Losses / (gains) on exchange variations". Exchange rate variations generated on monetary items, which constitute enlargement of the investment denominated in the functional currency of the Group or of the subsidiary in question, are recognised in equity. Exchange rate differences on non-
The financial statements of subsidiaries denominated in foreign currencies are converted at the following exchange rates:
Exchange differences arising from the conversion into euros of the financial statements of
In the last quarter of 2017, the Angolan economy was considered a hyperinflationary economy according to IAS 29 - Financial Reporting in Hyperinflationary Economies.
This standard requires that the financial statements prepared in the currency of a hyperinflationary must be expressed in terms of the current measurement unit at the financial statements preparation date.
In summary, the general aspects that must be considered for the restatement of the individual financial statements are the following ones:
The monetary assets and liabilities are not amended because they are already updated to the current unit at the financial statements date;
The non-monetary assets and liabilities (that are still not expressed in terms of the current unit at the financial statements) are restated by the application of an index;
The effect of the inflation on the net monetary position of the subsidiaries companies is reflected in the income statement as a loss in the net monetary position.
Additionally, according to IAS 21, the restatement of the consolidated financial statements is prohibited when the parent company does not operate in a hyperinflationary economy.
The conversion coefficient that was used for the restatement of the individual financial statements of the subsidiaries in Angola was the Consumer Price Index (CPI), issued by the National Bank of Angola.
| Basis 100 | CPI | Converted CPI (Basis 100 Year 2010) |
|
|---|---|---|---|
| dec/10 | Year 2010 | 100.0 | 100.0 |
| dec/11 | Year 2010 | 111.4 | 111.4 |
| dec/12 | Year 2011 | 109.0 | 121.4 |
| dec/13 | Year 2014 | 93.0 | 130.8 |
| dec/14 | Year 2014 | 100.0 | 140.5 |
| dec/15 | Year 2014 | 114.3 | 160.6 |
| dec/16 | Year 2014 | 162.2 | 227.9 |
| dec/17 | Year 2014 | 204.8 | 287.8 |
| dec/18 | Year 2014 | 241.1 | 338.8 |
| sept/19 | Year 2014 | 270.2 | 379.7 |
In the last quarter of 2019, the Angolan economy was no longer considered a hyperinflationary economy.
IAS 29 to be hyperinflationary, the company should treat the amounts expressed in the current unit of measurement at the end of the previous reporting period, as the basis for the carrying amounts in its justments / revaluations, carried out until the end of the classification as a hyperinflationary economy, are treated as a considered
At 30 June 2020, assets and liabilities expressed in foreign currencies were converted into euros using the following exchange rates of such currencies against the euro, as published by the Bank of Portugal:
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| US Dollar | 1.1234 | 1.1198 |
| Angolan Kwanza | 536.2617 | 641.9365 |
| British Pound | 0.8508 | 0.9124 |
| Mozambican Metical | 68.7000 | 77.9900 |
| Canadian Dollar | 1.4598 | 1.5324 |
| Swiss Franc | 1.0854 | 1.0651 |
| Real | 4.5157 | 6.1118 |
In the semesters ended on 30 June 2019 and 2020, the income statements of subsidiaries expressed in foreign currencies were converted to euros at the average exchange rates of the currencies of their countries of origin against the euro, which exchange rate used is at the end of the period. The average exchange rates used are as follows:
| 6M 19 | 6M 20 | |
|---|---|---|
| US Dollar | 1.1298 | 1.1007 |
| Angolan Kwanza | 363.0863 | 587.9817 |
| Mozambican Metical | 74.0983 | 73.7433 |
Financial charges related to borrowings are recognised as costs in accordance with the accruals principle, except in the case of loans incurred (whether these are generic or specific) for the acquisition, construction or production of an asset that takes a substantial period (over one year) to be ready for use, which are capitalised in the acquisition cost of that asset.
Investment property mainly includes buildings held to generate rents rather than for use in the production or supply of goods or services, or for administrative purposes, or for sale in the ordinary course of business. These are measured initially at cost.
Subsequently, the Group uses the cost model for the valuation of investment property since use of the fair value model would not result in material differences.
An investment property is eliminated from the statement of financial position on disposal or when the investment property is taken permanently out of use and no financial benefit is expected from its disposal.
The Group measures part of the financial assets, such as financial assets available for sale, and some of its non-financial assets, such as investment properties, at fair value on the date of the financial statements.
The fair value measurement assumes that the asset or liability is exchanged in an orderly transaction among market participants to sell the asset or transfer the liability at the measurement date under current market conditions. The fair value measurement is based on the assumption that the transaction to sell the asset or transfer the liability may occur:
On the main market of the assets and liabilities, or
In the absence of a primary market, it is assumed that the transaction occurs in the most advantageous market. This is what maximises the amount that would be received for selling asset or minimises the amount that would be paid to transfer the liability, after considering transaction costs and transport costs.
Since different entities and businesses within a single entity can have access to different markets, the main or most advantageous market for the same asset or liability can vary from one entity to another, or even between businesses within the same entity, but it is assumed that they are accessible to the Group.
asset or liability, assuming that market participants would use the asset to maximise its value.
The Group uses valuation techniques appropriate to the circumstances whenever there is information to measure the fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities measured at fair value or of which disclosure is mandatory, are rated on a fair value hierarchy, which ranks data in three levels to be used in the measurement at fair value, and detailed below:
Level 1 Listed and unadjusted market prices, in active markets for identical assets or liabilities that the entity can access at the measurement date;
Level 2 observable; Level 3 - valuation techniques using inputs not based on observable market data, based on unobservable inputs.
The fair value measurement is classified in the same fair value hierarchy level at the lowest level of input, which is significant to the measurement as a whole.
Financial assets and liabilities are offset and presented at the net amount when, and only when, the Group has the right to offset the recognised amounts and intends to settle for the net amount.
Personnel expenses are recognised when the service is rendered by employees independently of their date of payment. Here are some specificities:
c) Labour Compensation Fund (FCT) and the Labour Compensation Guarantee Fund (FGCT). Based on the publication of Law No. 70/2013 and subsequent regulation by Order No. 294-A / 2013, entered into force on 1 October the Labour Compensation Fund schemes (FCT) and the Guarantee Fund Compensation of Labour (FGCT). In this context, companies that hire a new employee are required to deduct a percentage of the respective salary for these two new funds (0.925% to 0.075% and the FCT for FGCT), in order to ensure, in the future, the partial payment the compensation for dismissal. Considering the characteristics of each Fund, the following is considered:
The monthly deliveries to FGCT, made by the employer are recognised as expense in the period to which they relate.
The monthly deliveries to FCT, made by the employer are recognised as a financial asset, in the caption "Other non- of the entity, measured at fair value with changes recognised in the respective results.
The statement of cash flows is prepared in accordance with the direct method. The Group classifies s with maturities of less than three months and for which the risk of change in value is negligible. For purposes of the statement of cash flows, the
balance of cash and cash equivalents also include bank overdrafts included in the statement of financial position under "Borrowings".
The statement of cash flows is divided into operating, investing, and financing activities.
Operating activities include cash received from customers and payments to suppliers, staff and others related to operating activities. Under "Other cash receipts / (payments) related with operating activity" includes the amount received and subsequent payments related to assignments without recourse, coordinated by the Banco Comercial Português and Caixa Geral de Depósitos, and these operations do not involve any change in the accounting treatment of the underlying receivables or in the relationship with their clients.
The cash flows included in investing activities include acquisitions and disposals of investments in subsidiaries and cash received and payments arising from the purchase and sale of tangible and intangible assets, amongst others.
Financing activities include cash received and payments relating to borrowings, the payment of interest and similar costs, finance leases, the purchase and sale of own shares and the payment of dividends.
Events occurring after the date of the statement of financial position, which provide additional information about conditions that existed at that date, are considered in the preparation of financial statements for the quarter.
Events occurring after the date of the statement of financial position, which provide information on conditions that occur after that date, are disclosed in the notes to the financial statements, when they are materially relevant.
judgments and estimates that affect the statement of financial position and the reported results. These estimates are based on the best information and knowledge about past and/or present events and on the operations that the Company considers it may implement in the future. However, at the date of completion of such operations, their results may differ from these estimates.
Changes to these estimates that occur after the date of approval of the consolidated financial statements will be corrected in the income statement in a prospective manner, in accordance with IAS 8 - "Accounting Policies, Changes in Accounting Estimates and Errors".
The estimates and assumptions that imply a greater risk of giving rise to a material adjustment in assets and liabilities are described below:
To determine the entities to be included in the consolidation perimeter, the Group assesses the extent to which it is exposed, or has rights, to variability in return from its involvement with that entity and can take possession of them through the power it holds over this entity.
The decision that an entity must be consolidated by the Group requires the use of judgment, estimates, and assumptions to determine the extent to which the Group is exposed to return variability and the ability to take possession of them through its power.
Other assumptions and estimates could lead to the Group's consolidation perimeter being different, with direct impact on the consolidated financial statements.
The determination of a possible impairment loss can be triggered by the occurrence of various events, such as the availability of future financing, the cost of capital or other market, economic and legal changes or changes with an adverse effect on the technological environment, many of which
The identification and assessment of impairment indicators, the estimation of future cash flows, and the calculation of the recoverable value of assets involve a high degree of judgment by the Board.
Goodwill is annually subjected to impairment tests or whenever there are indications of a possible loss of value in accordance with the criteria described in Note 8. The recoverable values of the cashgenerating units to which goodwill is allocated are determined based on the calculation of current use values. These calculations require the use of estimates by management.
The life of an asset is the period during which the Company expects that an asset will be available for use and this should be reviewed at least at the end of each financial year.
The determination of the useful lives of assets, the amortisation/depreciation method to be applied, and the estimated losses resulting from the replacement of equipment before the end of its useful life due to technological obsolescence is crucial in determining the amount of amortisation/depreciation to be recognised in the consolidated income statement each period.
These three parameters are def businesses concerned and taking account of the practices adopted by companies in the sectors in which the Group operates.
The capitalised costs with the audiovisual content distribution rights acquired for commercialisation in the various windows of exhibition are amortised over the period of exploration of the respective contracts. Additionally, these assets are subject to impairment tests whenever there are indications of changes in the pattern generation of future revenue underlying each contract.
The Group determines the end of the lease as the non-cancelable part of the lease term, together with any periods covered by an option to extend the lease if it is reasonably certain that it will be exercised, or any periods covered by an option to terminate the lease agreement, if it is reasonably certain that it will not be exercised.
The Group has the option, under some of its lease agreements, to lease its assets for additional periods. NOS assesses the reasonableness of exercising the option to renew the contract. That is, NOS considers all the relevant factors that create an economic incentive for exercising the renewal. After the start date, the Group re-evaluates the termination of the contract if there is a significant event or changes in circumstances that are under control and affect its ability to exercise (or not exercise) the renewal option (a change in strategy of business).
The Group periodically reviews any obligations arising from past events, which should be recognised or disclosed. The subjectivity involved in determining the probability and amount of internal resources required to meet obligations may give rise to significant adjustments, either due to changes in the assumptions made, or due to the future recognition of provisions previously disclosed as contingent liabilities.
Deferred income tax assets are recognised only when there is strong assurance that there will be future taxable income available to use the temporary differences or when there are deferred tax liabilities whose reversal is expected in the same period in which the deferred tax assets are reversed. The assessment of deferred income tax assets is undertaken by management at the end of each period taking account of the expected future performance of the Group.
The credit risk on the balances of accounts receivable is assessed at each reporting date, using a collection matrix based on the historical past collections adjusted from the future expectation of collections evolution, to determine the uncollectability rate. The expected credit losses of the accounts receivable are thus adjusted for the assessment made, which may differ from the effective risk that will incurred in the future.
When the fair value of an asset or liabilities is calculated, on an active market, the respective market price is used. When there is no active market, which is the case w assets and liabilities, valuation techniques generally accepted in the market, based on market assumptions, are used.
The Group applies evaluation techniques for unlisted financial instruments, such as derivatives, financial instruments at fair value and instruments measured at amortised cost. The most frequently used valorisation models are models of discounted cash flows and option models, which incorporate, for example, interest rate and market volatility curves.
For certain types of more complex derivatives, more advanced valuation models are used containing assumptions and data that are not directly observable in the market, for which the Group uses internal estimates and assumptions.
During the semesters ended on 30 June 2019 and 2020, errors, estimates and changes in material accounting policies relating to prior years were not recognised.
During the semester ended on 30 June 2019, did not occur changes in the consolidation perimeter.
The changes in the consolidation perimeter, during the financial years ended on 31 December 2019, were:
The changes in the consolidation perimeter, during the semester ended on 30 June 2020, were:
1) Disposal of 100% of share capital of NOS International Carrier Services, S.A. (Note 45).
The business segments are as follows:
| 31-12-2019 | ||||
|---|---|---|---|---|
| TELCO | AUDIOVISUALS | ELIMINATIONS | GROUP | |
| ASSETS | ||||
| NON - CURRENT ASSETS: | ||||
| Tangible assets | 1,021,538 | 13,275 | - | 1,034,813 |
| Intangible assets | 921,600 | 92,466 | - | 1,014,066 |
| Contract costs | 163,101 | - | - | 163,101 |
| Rights of use | 182,799 | 35,584 | - | 218,383 |
| Investments in jointly controlled companies and associated companies | 73,733 | 47,655 | (103,144) | 18,244 |
| Accounts receivable - other | 76,141 | 2,923 | (75,000) | 4,064 |
| Deferred income tax assets | 69,158 | 11,270 | - | 80,428 |
| Other non-current assets | 565 | 676 | - | 1,241 |
| TOTAL NON - CURRENT ASSETS | 2,508,637 | 203,849 | (178,144) | 2,534,342 |
| CURRENT ASSETS: | ||||
| Inventories | 33,393 | 688 | - | 34,081 |
| Account receivables | 364,176 | 64,494 | (38,830) | 389,840 |
| Contract assets | 68,059 | - | - | 68,059 |
| Prepaid expenses | 42,426 | 1,845 | (317) | 43,954 |
| Other current assets | 2,923 | 2,158 | - | 5,081 |
| Cash and cash equivalents | 11,988 | 831 | - | 12,819 |
| TOTAL CURRENT ASSETS | 522,966 | 70,016 | (39,148) | 553,834 |
| TOTAL ASSETS | 3,031,603 | 273,865 | (217,292) | 3,088,176 |
| SHAREHOLDER'S EQUITY | ||||
| Share capital | 5,152 | 36,756 | (36,756) | 5,152 |
| Capital issued premium | 854,219 | - | - | 854,219 |
| Own shares | (14,655) | - | - | (14,655) |
| Legal reserve | 1,030 | 88 | (88) | 1,030 |
| Other reserves and accumulated earnings | 47,416 | 22,145 | (53,520) | 16,041 |
| Net income | 135,892 | 19,925 | (12,323) | 143,494 |
| EQUITY BEFORE NON - CONTROLLING INTERESTS | 1,029,054 | 78,914 | (102,687) | 1,005,281 |
| Non-controlling interests | 7,042 | 7,042 | ||
| TOTAL EQUITY | 1,036,095 | - 78,914 |
- (102,687) |
1,012,322 |
| LIABILITIES | ||||
| NON - CURRENT LIABILITIES: | ||||
| 1,165,451 | 110,614 | 1,216,847 | ||
| Borrowings Provisions |
88,064 | 6,895 | (59,218) | 94,959 |
| 667 | - | 667 | ||
| Accrued expenses Other non-current liabilities |
9,243 | - | - | 9,243 |
| Deferred income tax liabilities | 11,189 | - 437 |
- | 11,626 |
| TOTAL NON - CURRENT LIABILITIES | 1,274,615 | 117,946 | - (59,218) |
1,333,343 |
| CURRENT LIABILITIES: | ||||
| Borrowings | 161,469 281,767 |
24,177 19,746 |
(42,365) | 143,281 293,334 |
| Accounts payable | (8,179) | |||
| Tax payable | 65,469 | 2,733 | - | 68,202 |
| Accrued expenses Other current liabilities |
186,056 | 22,201 | (4,531) | 203,726 33,969 |
| TOTAL CURRENT LIABILITIES | 26,131 720,893 |
8,149 77,005 |
(311) (55,387) |
742,511 |
| TOTAL LIABILITIES | ||||
| 1,995,508 | 194,951 | (114,605) | 2,075,854 | |
| TOTAL LIABILITIES AND SHAREHOLDER´S EQUITY | 3,031,603 | 273,865 | (217,292) | 3,088,176 |
| TELCO AUDIOVISUALS ELIMINATIONS GROUP |
|
|---|---|
| ASSETS | |
| NON - CURRENT ASSETS: | |
| Tangible assets 948,303 12,888 - |
961,191 |
| Intangible assets 916,214 88,662 - |
1,004,877 |
| Contract costs 159,494 - - |
159,494 |
| Rights of use 148,617 36,614 - |
185,231 |
| (107,196) Investments in jointly controlled companies and associated companies 70,297 47,901 |
11,002 |
| (80,000) Accounts receivable - other 84,850 2,919 |
7,769 |
| Deferred income tax assets 64,099 11,026 - |
75,124 |
| Other non-current assets 558 670 - |
1,228 |
| (187,196) TOTAL NON - CURRENT ASSETS 2,392,432 200,680 |
2,405,916 |
| CURRENT ASSETS: | |
| Inventories 42,066 695 - |
42,761 |
| Account receivables (35,182) 333,060 44,224 |
342,102 |
| Prepaid expenses 33,457 1,251 - |
34,709 |
| Other current assets (48,795) 52,048 4,154 |
7,407 |
| Cash and cash equivalents 16,056 999 - |
17,056 |
| CURRENT ASSETS OF CONTINUING OPERATING UNITS 375,844 51,323 16,866 |
444,035 |
| Assets for sale 121,447 |
121,447 |
| - - TOTAL CURRENT ASSETS 497,291 51,323 16,866 |
565,482 |
| TOTAL ASSETS | |
| (170,330) 2,889,723 252,003 |
2,971,398 |
| SHAREHOLDER'S EQUITY | |
| Share capital (40,810) 5,152 40,810 |
5,152 |
| Capital issued premium 854,219 - - |
854,219 |
| Own shares (12,131) - - |
(12,131) |
| Legal reserve 1,030 1,374 (1,374) |
1,030 |
| (38,066) Other reserves and accumulated earnings 34,090 16,153 |
12,177 |
| (1,086) (26,492) Net income 62,564 |
34,986 |
| (106,742) EQUITY BEFORE NON - CONTROLLING INTERESTS 944,924 57,251 |
895,433 |
| Non-controlling interests 6,504 - - |
6,504 |
| (106,742) TOTAL EQUITY 951,428 57,251 |
901,937 |
| LIABILITIES | |
| NON - CURRENT LIABILITIES: | |
| (80,000) Borrowings 977,929 115,300 |
1,013,229 |
| Provisions 69,266 6,673 - |
75,939 |
| Accrued expenses 345 - - |
345 |
| Other non-current liabilities 7,683 - - |
7,683 |
| Deferred income tax liabilities 375 11,447 - |
11,822 |
| (80,000) TOTAL NON - CURRENT LIABILITIES 1,066,670 122,348 |
1,109,018 |
| CURRENT LIABILITIES: | |
| Borrowings 215,833 35,868 (27,724) |
223,977 |
| Accounts payable 380,000 17,063 (5,232) |
391,831 |
| Tax payable 25,112 410 52,049 |
77,571 |
| (2,680) Accrued expenses 168,200 18,366 |
183,887 |
| Other current liabilities 24,849 697 - |
25,546 |
| TOTAL CURRENT LIABILITIES OF CONTINUING OPERATING UNITS 813,994 72,404 16,412 |
902,812 |
| Liabilities directly associated with assets held for sale 57,631 - - |
57,631 |
| TOTAL CURRENT LIABILITIES 871,625 72,404 16,412 |
960,443 |
| (63,588) TOTAL LIABILITIES 1,938,295 194,752 |
2,069,461 |
| TOTAL LIABILITIES AND SHAREHOLDER´S EQUITY (170,330) 2,889,723 252,003 |
2,971,398 |
The results by segment and investments in tangible and intangible assets, contract costs and rights of use for the semesters ended on 30 June 2019 and 2020 are shown below:
| 6M 19 RESTATED | ||||||||
|---|---|---|---|---|---|---|---|---|
| TELCO | AUDIOVISUALS | ELIMINATIONS | GROUP | |||||
| 2º QUARTER 19 RESTATED |
6M 19 RESTATED |
2º QUARTER 19 RESTATED |
6M 19 RESTATED |
2º QUARTER 19 RESTATED |
6M 19 RESTATED |
2º QUARTER 19 RESTATED |
6M 19 RESTATED |
|
| REVENUES: | ||||||||
| Services rendered | 324,716 | 644,305 | 25,003 | 47,823 | (11,002) | (21,942) | 338,717 | 670,186 |
| Sales | 15,023 | 30,905 | 4,415 | 7,996 | (47) | (86) | 19,391 | 38,815 |
| Other operating revenues | 7,667 | 12,922 | 356 | 621 | (514) | (1,022) | 7,509 | 12,521 |
| 347,406 | 688,132 | 29,774 | 56,440 | (11,563) | (23,050) | 365,616 | 721,522 | |
| COSTS, LOSSES AND GAINS: | ||||||||
| Wages and salaries | 17,536 | 35,121 | 2,626 | 5,120 | - | - | 20,162 | 40,241 |
| Direct costs | 97,420 | 194,051 | 9,100 | 14,752 | (8,776) | (17,532) | 97,744 | 191,271 |
| Costs of products sold | 13,992 | 27,782 | 53 | 184 | (8) | (13) | 14,037 | 27,953 |
| Marketing and advertising | 6,621 | 13,053 | 1,571 | 3,311 | (1,885) | (3,768) | 6,307 | 12,596 |
| Support services | 19,559 | 40,623 | 436 | 852 | (501) | (1,002) | 19,494 | 40,473 |
| Supplies and external services | 24,862 | 51,538 | 2,621 | 5,054 | (393) | (735) | 27,090 | 55,857 |
| Other operating losses / (gains) | 125 | 232 | 8 | 22 | - | - | 133 | 254 |
| Taxes | 8,542 | 17,271 | 35 | 70 | - | - | 8,577 | 17,341 |
| Provisions and adjustments | 827 | 4,202 | 16 | (65) | - | - | 843 | 4,137 |
| 189,484 | 383,873 | 16,466 | 29,300 | (11,562) | (23,050) | 194,387 | 390,123 | |
| EBITDA | 157,921 | 304,259 | 13,308 | 27,140 | - | - | 171,229 | 331,399 |
| Depreciation, amortisation and impairment losses | 95,082 | 183,816 | 8,059 | 16,645 | - | - | 103,141 | 200,461 |
| Other losses / (gains), net | 3821 | 7,051 | (29) | 64 | - | - | 3,792 | 7,115 |
| INCOME BEFORE LOSSES / (GAINS) PARTICIPATED COMPANIES, FINANCIAL RESULTS AND TAXES |
59,018 | 113,392 | 5,278 | 10,431 | - | - | 64,297 | 123,823 |
| Net losses / (gains) of affiliated companies | (943) | (1,100) | (148) | (189) | - | - | (1,091) | (1,289) |
| Financial costs | 4,464 | 9,873 | 546 | 765 | - | - | 5,010 | 10,638 |
| Net foreign exchange losses / (gains) | (25) | (57) | (74) | 9 | - | - | (99) | (48) |
| Net losses / (gains) on financial assets | (3) | (6,706) | 1 | (1,723) | 2 | 8,424 | (2) | (5) |
| Net other financial expenses / (income) | 1,028 | 1,746 | 11 | 23 | - | - | 1,038 | 1,769 |
| 4,521 | 3,756 | 336 | (1,115) | 2 | 8,424 | 4,856 | 11,065 | |
| INCOME BEFORE TAXES | 54,497 | 109,637 | 4,943 | 11,547 | (2) | (8,424) | 59,442 | 112,760 |
| Income taxes | 11,174 | 21,243 | 686 | 1,987 | - | - | 11,860 | 23,230 |
| NET INCOME EARNINGS PER SHARES FROM CONTINUING OPERATIONS | 43,324 | 88,393 | 4,257 | 9,560 | (2) | (8,424) | 47,581 | 89,529 |
| Net consolidated income from discontinued operadtions | 416 | - | - | 416 | ||||
| NET INCOME | 88,809 | 9,560 | (8,424) | 89,945 | ||||
| CAPEX | 110,892 | 192,632 | 9,352 | 14,878 | - | - | 120,244 | 207,510 |
| EBITDA - CAPEX | 47,030 | 111,627 | 3,956 | 12,262 | - | - | 50,986 | 123,889 |
EBITDA = Operational Result + Depreciation, amortisation and impairment losses + Restructuring costs + Losses / (gains) on sale of assets + Other losses / (gains) non-recurrent
CAPEX = Increases in tangible and intangible assets, contract costs and rights of use
| 6M 20 | ||||||||
|---|---|---|---|---|---|---|---|---|
| TELCO | AUDIOVISUALS | ELIMINATIONS | GROUP | |||||
| 2º QUARTER 20 | 6M 20 | 2º QUARTER 20 | 6M 20 | 2º QUARTER 20 | 6M 20 | 2º QUARTER 20 | 6M 20 | |
| REVENUES: | ||||||||
| Services rendered | 300,559 | 613,599 | 8,572 | 26,859 | (7,393) | (16,496) | 301,738 | 623,962 |
| Sales | 16,935 | 32,097 | 169 | 3,273 | (12) | (59) | 17,092 | 35,311 |
| Other operating revenues | 2,367 | 7,061 | 205 | 613 | (151) | (312) | 2,421 | 7,362 |
| 319,861 | 652,757 | 8,946 | 30,745 | (7,556) | (16,867) | 321,251 | 666,635 | |
| COSTS, LOSSES AND GAINS: | ||||||||
| Wages and salaries | 18,823 | 37,375 | 2,176 | 4,772 | - | - | 20,999 | 42,147 |
| Direct costs | 75,787 | 169,898 | 1,010 | 5,544 | (6,268) | (14,238) | 70,529 | 161,204 |
| Costs of products sold | 15,761 | 30,445 | 2 0 | 100 | (9) | (17) | 15,772 | 30,528 |
| Marketing and advertising | 4,980 | 11,407 | (20) | 1,188 | (1) | (2,271) | 4,959 | 10,324 |
| Support services | 20,833 | 41,942 | (588) | (228) | 42 | 48 | 20,287 | 41,762 |
| Supplies and external services | 23,334 | 48,849 | 1,168 | 2,335 | (1,315) | (387) | 23,187 | 50,797 |
| Other operating losses / (gains) | 121 | 252 | 2 0 | 36 | (5) | (2) | 136 | 286 |
| Taxes | 8,133 | 16,329 | 5 | 49 | - | - | 8,138 | 16,378 |
| Provisions and adjustments | (719) | 2,679 | 85 | (76) | - | - | (634) | 2,603 |
| 167,053 | 359,176 | 3,876 | 13,720 | (7,556) | (16,867) | 163,373 | 356,029 | |
| EBITDA | 152,808 | 293,581 | 5,070 | 17,025 | - | - | 157,878 | 310,606 |
| Depreciation, amortisation and impairment losses | 93,306 | 183,328 | 7,887 | 18,339 | - | - | 101,192 | 201,666 |
| Other losses / (gains), net | 3,780 | 48,173 | 2 5 | 1,369 | 1 | - | 3,807 | 49,543 |
| INCOME BEFORE LOSSES / (GAINS) PARTICIPATED COMPANIES, FINANCIAL RESULTS AND TAXES |
55,722 | 62,080 | (2,842) | (2,683) | (1) | - | 52,879 | 59,397 |
| Net losses / (gains) of affiliated companies | 1,057 | 10,008 | (121) | (247) | 1 | - | 938 | 9,762 |
| Financial costs | 3,888 | 7,990 | 701 | 1,261 | (1) | - | 4,588 | 9,251 |
| Net foreign exchange losses / (gains) | (16) | 38 | 71 | 168 | 1 | - | 56 | 206 |
| Net losses / (gains) on financial assets | (3) | (24,390) | (1) | (2,047) | 1 | 26,492 | (3) | 55 |
| Net other financial expenses / (income) | 925 | 1,764 | 5 | 7 | (1) | - | 928 | 1,770 |
| 5,851 | (4,590) | 655 | (858) | 1 | 26,492 | 6,507 | 21,044 | |
| INCOME BEFORE TAXES | 49,873 | 66,670 | (3,497) | (1,825) | (2) | (26,492) | 46,373 | 38,353 |
| Income taxes | 8,328 | 11,047 | (872) | (739) | - | - | 7,456 | 10,308 |
| NET INCOME EARNINGS PER SHARES FROM CONTINUING OPERATIONS | 41,544 | 55,623 | (2,625) | (1,086) | (2) | (26,492) | 38,916 | 28,045 |
| Net consolidated income from discontinued operadtions | 6,407 | - | - | 6,407 | ||||
| NET INCOME | 62,030 | (1,086) | (26,492) | 34,452 | ||||
| CAPEX | 87,870 | 180,623 | 8,519 | 15,284 | - | - | 96,389 | 195,907 |
| EBITDA - CAPEX | 64,940 | 112,958 | (3,449) | 1,741 | - | - | 61,491 | 114,699 |
EBITDA = Operational Result + Depreciation, amortisation and impairment losses + Restructuring costs + Losses / (gains) on sale of assets + Other losses / (gains) non-recurrent
CAPEX = Increases in tangible and intangible assets, contract costs and rights of use
Transactions between segments are performed on market terms and conditions in a comparable way to transactions performed with third parties.
At 30 June 2020, fully consolidated foreign companies represent 0,2% of assets (at 31 December 2019: 1%) and their turnover is less than 0,1% of consolidated turnover.
The accounting policies set out in IFRS 9 for financial instruments were applied to the following items:
| 31-12-2019 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| FINANCIAL DERIVATIVES ASSETS |
FINANCIAL LIABILITIES |
TOTAL FINANCIAL ASSETS AND LIABILITIES |
NON FINANCIAL ASSETS AND LIABILITIES |
TOTAL | ||||||
| ASSETS | ||||||||||
| Available-for-sale financial assets | 439 | - | - | 439 | - | 439 | ||||
| Accounts receivable - trade (Note 16) | 361,711 | - | - | 361,711 | - | 361,711 | ||||
| Accounts receivable - other (Note 12) | 7,640 | - | - | 7,640 | 24,552 | 32,192 | ||||
| Cash and cash equivalents (Note 20) | 12,819 | - | - | 12,819 | - | 12,819 | ||||
| TOTAL FINANCIAL ASSETS | 382,609 | - | - | 382,609 | 24,552 | 407,161 | ||||
| LIABILITIES | ||||||||||
| Borrowings (Note 23) | - | - | 1,360,127 | 1,360,127 | - | 1,360,127 | ||||
| Derivative financial instruments (Note 19) | - | 400 | - | 400 | - | 400 | ||||
| Accounts payable - trade (Note 27) | - | - | 259,501 | 259,501 | - | 259,501 | ||||
| Accounts payable - other (Note 28) | - | - | 37,577 | 37,577 | 112 | 37,689 | ||||
| Accrued expenses (Note 25) | - | - | 204,393 | 204,393 | - | 204,393 | ||||
| TOTAL FINANCIAL LIABILITIES | - | 400 | 1,861,598 | 1,861,998 | 112 | 1,862,110 |
| 30-06-2020 | ||||||
|---|---|---|---|---|---|---|
| FINANCIAL ASSETS |
DERIVATIVES | FINANCIAL LIABILITIES |
TOTAL FINANCIAL ASSETS AND LIABILITIES |
NON FINANCIAL ASSETS AND LIABILITIES |
TOTAL | |
| ASSETS | ||||||
| Available-for-sale financial assets | 434 | - | - | 434 | - | 434 |
| Accounts receivable - trade (Note 16) | 256,447 | - | - | 256,447 | - | 256,447 |
| Accounts receivable - other (Note 12) | 10,866 | - | - | 10,866 | 17,556 | 28,422 |
| Cash and cash equivalents (Note 20) | 17,056 | - | - | 17,056 | - | 17,056 |
| TOTAL FINANCIAL ASSETS | 284,803 | - | - | 284,803 | 17,556 | 302,359 |
| LIABILITIES | ||||||
| Borrowings (Note 23) | - | - | 1,237,206 | 1,237,206 | - | 1,237,206 |
| Derivative financial instruments (Note 19) | - | 767 | - | 767 | - | 767 |
| Accounts payable - trade (Note 27) | - | - | 217,764 | 217,764 | - | 217,764 |
| Accounts payable - other (Note 28) | - | - | 176,209 | 176,209 | 181 | 176,390 |
| Accrued expenses (Note 25) | - | - | 184,232 | 184,232 | - | 184,232 |
| TOTAL FINANCIAL LIABILITIES | - | 767 | 1,815,411 | 1,816,178 | 181 | 1,816,359 |
Considering its nature, the balances of the amounts to be paid and received to/from state and other public entities were considered outside the scope of IFRS 7. Also, the captions o included in the scope of IFRS 7.
The Board of Directors believes that the fair value of the breakdown of financial instruments recorded at amortised cost or registered at the present value of the payments does not differ significantly from their book value. This decision is based in the contractual terms of each financial instrument.
s, such as market risk, liquidity risk and economical and judicial risks, which are described in the Management Report.
In the semesters ended on 30 June 2019 and 2020, the movements in this item were as follows:
| 31-12-2018 | INCREASES | DISPOSALS AND WRITE -OFFS |
DISCONTINUED UNIT (NOTE 46) |
TRANSFERS AND OTHERS |
30-06-2019 | |
|---|---|---|---|---|---|---|
| ACQUISITION COST | ||||||
| Lands | 838 | - | - | - | - | 838 |
| Buildings and other constructions | 388,170 | 1,057 | (147) | - | 5,553 | 394,633 |
| Basic equipment | 2,278,623 | 20,043 | (14,176) | - | 75,363 | 2,359,853 |
| Transportation equipment | 567 | - | - | - | - | 567 |
| Tools and dies | 1,406 | - | - | - | 84 | 1,490 |
| Administrative equipment | 189,070 | 992 | (607) | - | 816 | 190,271 |
| Other tangible assets | 42,553 | 123 | - | - | 234 | 42,910 |
| Tangible assets in-progress | 55,220 | 76,661 | - | - | (87,810) | 44,071 |
| 2,956,447 | 98,876 | (14,930) | - | (5,760) | 3,034,633 | |
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES | ||||||
| Buildings and other constructions | 213,822 | 4,577 | (647) | - | (653) | 217,099 |
| Basic equipment | 1,493,105 | 76,830 | (13,816) | - | 1,552 | 1,557,671 |
| Transportation equipment | 516 | 1 | - | - | 45 | 562 |
| Tools and dies | 1,316 | 2 6 | - | - | - | 1,342 |
| Administrative equipment | 179,428 | 2,030 | (584) | - | 206 | 181,080 |
| Other tangible assets | 41,905 | 384 | (1) | - | (1) | 42,287 |
| 1,930,092 | 83,848 | (15,048) | - | 1,149 | 2,000,041 | |
| 1,026,355 | 15,028 | 118 | - | (6,909) | 1,034,592 | |
| 31-12-2019 | INCREASES | DISPOSALS AND WRITE -OFFS |
DISCONTINUED UNIT (NOTE 46) |
TRANSFERS AND OTHERS |
30-06-2020 | |
| ACQUISITION COST | ||||||
| Land | 838 | - | - | - | - | 838 |
| Buildings and other constructions | 404,434 | (932) | - | (144,109) | 3,837 | 263,230 |
| Basic equipment | 2,456,116 | 20,552 | (13,672) | (2,116) | 72,739 | 2,533,619 |
| Transportation equipment | 508 | - | - | - | 5 | 513 |
| Tools and dies | 1,487 | - | - | - | 3 | 1,490 |
| Administrative equipment | 189,992 | 1,228 | (108) | (71) | 1,308 | 192,349 |
| Other tangible assets | 43,125 | 62 | - | - | 204 | 43,391 |
| Tangible assets in-progress | 39,574 | 70,831 | - | (1,016) | (81,224) | 28,165 |
| 3,136,074 | 91,741 | (13,780) | (147,312) | (3,128) | 3,063,595 | |
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES | ||||||
| Buildings and other constructions | 222,826 | 5,285 | (5) | (60,851) | (1,749) | 165,506 |
| Basic equipment | 1,654,724 | 69,500 | (13,640) | (1,610) | 1,556 | 1,710,530 |
| Transportation equipment | 504 | 2 | - | - | 4 | 510 |
| Tools and dies | 1,369 | 2 4 | - | - | 2 | 1,395 |
| Administrative equipment | 179,235 | 2,364 | (94) | (66) | 123 | 181,562 |
| Other tangible assets | 42,603 | 298 | (5) | - | 5 | 42,901 |
| 2,101,261 1,034,813 |
77,473 14,268 |
(13,744) (36) |
(62,527) (84,785) |
(59) (3,069) |
2,102,404 961,191 |
At 30 June 2020, the tangible assets net value is composed mainly by basic equipment, namely:
Tangible and intangible assets include interests and other financial expenses incurred directly related to the construction of certain tangible or intangible assets in progress.
At 30 June 2020, total net value of these costs amounted to 13.5 million euros (31 December 2019: 13.7 million euros). The amount of interest capitalised in the periods ended on 30 June 2020 amounted to 0.4 million euros (31 December 2019: 1 million euros).
In the semesters ended on 30 June 2019 and 2020, the movements in this item were as follows:
| 31-12-2018 | INCREASES | DISPOSALS AND WRITE -OFFS |
TRANSFERS AND OTHERS |
30-06-2019 | |
|---|---|---|---|---|---|
| ACQUISITION COST | |||||
| Industrial property and other rights | 1,521,380 | 4,233 | - | 51,661 | 1,577,274 |
| Goodwill | 641,400 | - | - | - | 641,400 |
| Intangible assets in-progress | 50,211 | 29,879 | - | (45,895) | 34,195 |
| 2,212,991 | 34,112 | - | 5,766 | 2,252,869 | |
| ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES | |||||
| Industrial property and other rights | 1,191,312 | 39,740 | 93 | (32) | 1,231,113 |
| Other intangible assets | 2,423 | - | - | - | 2,423 |
| 1,193,735 | 39,740 | 93 | (32) | 1,233,536 | |
| 1,019,256 | (5,628) | (93) | 5,798 | 1,019,333 |
assets" (Note 7).
| 31-12-2019 | INCREASES | DISPOSALS AND WRITE -OFFS |
TRANSFERS AND OTHERS |
30-06-2020 | |
|---|---|---|---|---|---|
| ACQUISITION COST | |||||
| Industrial property and other rights | 1,634,046 | 1,259 | - | 23,517 | 1,658,822 |
| Goodwill | 641,400 | - | - | - | 641,400 |
| Intangible assets in-progress | 23,201 | 32,263 | - | (20,601) | 34,863 |
| 2,298,647 | 33,522 | - | 2,916 | 2,335,085 | |
| ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES | |||||
| Industrial property and other rights | 1,281,835 | 45,652 | - | 510 | 1,327,997 |
| Intangible assets in-progress | 2,746 | - | - | (535) | 2,211 |
| 1,284,581 | 45,652 | - | (25) | 1,330,208 | |
| 1,014,066 | (12,130) | - | 2,941 | 1,004,877 |
At 30 June 2020, the item "Industrial property and other rights" includes mainly:
Increases in the semester ended on 30 June 2020 correspond mainly to movies and television series rights of use, for an amount of 9.2 million euros, and acquisition and development of software, for an amount of 22.3 million euros.
Goodwill was allocated to the cash-generating units of each reportable segment, as follows:
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| Telco | 564,799 | 564,799 |
| Audiovisuals | 76,601 | 76,601 |
| 641,400 | 641,400 |
In this context of uncertainty regarding the level of evolution and contagion of the virus, strong economic slowdown and estimated changes to the consumption pattern of the Portuguese (Note 47.1), the business plans prepared in the year of 2019, are under review in face of the new reality.
It is difficult to project the potential impact of this shock, however, there are already negative impacts in some business areas, namely, the closure of cinemas, a drop in equipment sales and revenues from premium sports channels.
For these reasons, in the first semester of 2020, a review of the impairment tests was carried out, and in the specific case of the Audiovisual segment, a 50% drop in the operating margin of the cinema ticket sales business and the respective distribution of content for cinema exhibition was simulated, which support the recoverability of the carrying amount of Goodwill.
In the semesters ended on 30 June 2019 and 2020, the movements in this item were as follows:
| 31-12-2018 | INCREASES | 30-06-2019 | |
|---|---|---|---|
| ACQUISITION COST | |||
| Cost of attracting customers | 362,641 | 32,161 | 394,802 |
| Costs of fulfilling customer contracts | 152,054 | 17,261 | 169,315 |
| 514,694 | 49,423 | 564,117 | |
| ACCUMULATED AMORTIZATIONS AND IMPAIRMENT LOSSES | |||
| Cost of attracting customers | 260,712 | 33,755 | 294,467 |
| Costs of fulfilling customer contracts | 91,035 | 16,334 | 107,369 |
| 351,746 | 50,089 | 401,835 | |
| 162,948 | (666) | 162,282 | |
| 31-12-2019 | INCREASES | 30-06-2020 | |
| ACQUISITION COST | |||
| Cost of attracting customers | 427,519 | 29,895 | 457,414 |
| Costs of fulfilling customer contracts | 189,594 | 16,613 | 206,207 |
| 617,113 | 46,508 | 663,621 | |
| ACCUMULATED AMORTIZATIONS AND IMPAIRMENT LOSSES | |||
| Cost of attracting customers | 327,650 | 33,183 | 360,833 |
| Costs of fulfilling customer contracts | 126,362 | 16,932 | 143,294 |
| 454,012 | 50,115 | 504,127 | |
| 163,101 | (3,607) | 159,494 |
Contract costs refers to commissions paid to third parties and other costs related to raising are amortized, systematically and consistently, with the transfer to customers of goods or services to which the asset is related (between 2 and 4 years).
In the semesters ended on 30 June 2019 and 2020, the movements in this item were as follows:
| 31-12-2018 | INCREASES | DISCONTINUED UNIT (NOTE 46) |
TRANSFERS AND OTHERS |
30-06-2019 | |
|---|---|---|---|---|---|
| ACQUISITION COST | |||||
| Telecommunications towers and rooftops | 122,014 | 8,267 | - | 1,368 | 131,649 |
| Movie theatres | 84,816 | 3,707 | - | - | 88,523 |
| Transponders | 92,395 | (488) | - | - | 91,907 |
| Equipments | 99,145 | 8,488 | - | (1,576) | 106,057 |
| Buildings | 65,282 | 2,021 | - | (3,274) | 64,029 |
| Fiber optic rental | 34,157 | - | - | - | 34,157 |
| Stores | 14,768 | 1,487 | - | 150 | 16,405 |
| Others | 22,290 | 1,616 | - | 11,107 | 35,013 |
| 534,867 | 25,098 | - | 7,775 | 567,740 | |
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES | |||||
| Telecommunications towers and rooftops | 81,614 | 4,433 | - | 1,366 | 87,413 |
| Movie theatres | 67,326 | 2,985 | - | - | 70,311 |
| Transponders | 50,859 | 2,875 | - | - | 53,734 |
| Equipments | 53,365 | 8,790 | - | (192) | 61,963 |
| Buildings | 33,803 | 3,112 | - | 3,303 | 40,218 |
| Fiber optic rental | 24,696 | 1,525 | - | - | 26,221 |
| Stores | 9,659 | 1,013 | - | 147 | 10,819 |
| Others | 13,061 | 2,050 | - | 2,750 | 17,862 |
| 334,383 | 26,783 | - | 7,374 | 368,541 | |
| 200,484 | (1,685) | - | 401 | 199,199 | |
| 31-12-2019 | INCREASES | DISCONTINUED UNIT (NOTE 46) |
TRANSFERS AND OTHERS |
30-06-2020 | |
| ACQUISITION COST | |||||
| Telecommunications towers and rooftops | 139,010 | 9,281 | (86,264) | - | 62,027 |
| Movie theatres | 108,681 | 4,756 | - | - | 113,437 |
| Transponders | 91,907 | - | - | - | 91,907 |
| Equipments | 118,564 | 5,664 | - | - | 124,228 |
| Buildings | 68,603 | 660 | - | (17) | 69,246 |
| Fiber optic rental | 33,065 | - | - | - | 33,065 |
| Stores | 17,838 | 539 | - | - | 18,377 |
| Others | 31,324 | 3,236 | - | (37) | 34,524 |
| 608,993 | 24,136 | (86,264) | (54) | 546,811 | |
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES | |||||
| Telecommunications towers and rooftops | 93,237 | 5,405 | (57,394) | - | 41,248 |
| Movie theatres | 72,093 | 3,640 | - | - | 75,733 |
| Transponders | 56,671 | 2,936 | - | - | 59,607 |
| Equipments | 69,091 | 8,138 | - | - | 77,229 |
| Buildings | 45,043 | 3,406 | - | (17) | 48,432 |
| Fiber optic rental | 26,674 | 1,525 | - | - | 28,199 |
| Stores | 11,975 | 1,048 | - | - | 13,024 |
| Others | 15,825 | 2,320 | - | (37) | 18,108 |
| 390,610 | 28,418 | (57,394) | (54) | 361,580 |
The caption "Rights of Use" refers to assets associated with lease contracts, resulting from the application of IFRS 16 on January 1, 2019. These assets are amortized according to the duration of the respective agreement, except for the lease of equipment with a purchase option that is amortized over the estimated period of use.
At 31 December 2019 and 30 June 2020, this item was composed as follows:
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| INVESTMENTS - EQUITY METHOD | ||
| Sport TV | 4,544 | - |
| Dreamia | 3,369 | 3,615 |
| Finstar* | 8,635 | 5,462 |
| Mstar | 1,151 | 1,366 |
| Upstar | 391 | 404 |
| Big Picture 2 Films | 154 | 155 |
| ASSETS | 18,244 | 11,002 |
* Consolidated from Finstar and ZAP Media
semesters ended on 30 June 2019 and 2020 were as follows:
| 6M 19 | |
|---|---|
| RESTATED | 6M 20 |
| AS AT JANUARY 1 19,585 |
18,244 |
| Gains / (losses) of exercise (Note 35) 1,273 |
(3,113) |
| Impairment (Note 35) | (2,163) - |
| Changes in equity i) (157) |
(1,967) |
| AS AT JUNE 30 20,701 |
11,002 |
i) Amounts related to changes in equity of the companies registered by the equity method of consolidation are mainly related to foreign exchange impacts of the investment in currencies other than euro.
The Group's interest in the results and assets and liabilities of the jointly controlled companies and associated companies in the periods ended on 31 December 2019 and 30 June 2020, is as follows:
| 31-12-2019 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ENTITY | ASSETS | LIABILITIES | EQUITY | REVENUE | NET INCOME | % HELD | GAIN/(LOSS) ATTRIBUTED TO THE GROUP |
|||
| Sport TV* | 184,333 | 166,158 | 18,175 | 199,021 | (3,570) | 25.00% | (893) | |||
| Dreamia | 14,384 | 7,646 | 6,738 | 2,309 | (529) | 50.00% | (265) | |||
| Finstar** | 183,058 | 154,273 | 28,785 | 161,522 | 4,388 | 30.00% | 1,316 | |||
| Mstar | 13,002 | 9,165 | 3,837 | 24,767 | 1,893 | 30.00% | 568 | |||
| Upstar | 79,057 | 77,754 | 1,303 | 32,908 | 101 | 30.00% | 30 | |||
| Big Picture 2 Films | 2,653 | 1,883 | 770 | 6,397 | 144 | 20.00% | 29 | |||
| 476,487 | 416,879 | 59,608 | 426,923 | 2,426 | 787 |
* The equity is adjusted, against liabilities, totalling 10.2 million euros resulting from supplementary payments rendered by other two shareholders which are above the held percentage.
** Consolidated of Finstar and ZAP Media
| 30-06-2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ENTITY | ASSETS | LIABILITIES | EQUITY | REVENUE | NET INCOME | % HELD | GAIN/(LOSS) ATTRIBUTED TO THE GROUP |
||||
| Sport TV* | 106,556 | 97,902 | 8,654 | 80,947 | (9,520) | 25.00% | (2,380) | ||||
| Dreamia | 15,036 | 7,807 | 7,229 | 1,659 | 491 | 50.00% | 246 | ||||
| Finstar** | 162,253 | 144,046 | 18,207 | 15,038 | (4,548) | 30.00% | (1,364) | ||||
| Mstar | 11,710 | 7,157 | 4,553 | 14,842 | 1,240 | 30.00% | 372 | ||||
| Upstar | 60,714 | 59,367 | 1,347 | 2,569 | 44 | 30.00% | 13 | ||||
| Big Picture 2 Films | 2,051 | 1,275 | 775 | 2,569 | 5 | 20.00% | 1 | ||||
| 358,319 | 317,553 | 40,765 | 117,623 | (12,287) | (3,113) |
* The equity is adjusted, against liabilities, totalling 10.2 million euros resulting from supplementary payments rendered by other two shareholders which are above the held percentage.
** Consolidated of Finstar and ZAP Media
Consolidated adjustments are reflected in the indicators presented in the tables above.
In 30 June 2020, the assets, liabilities and results of jointly controlled companies Finstar and ZAP Media (Finstar Group) are:
| 30-06-2020 | |||||||
|---|---|---|---|---|---|---|---|
| ENTITY | NON CURRENT ASSETS |
CURRENT ASSETS |
NON CURRENT LIABILITIES |
CURRENT LIABILITIES |
EQUITY | REVENUE | NET INCOME |
| Finstar | 22,385 | 96,094 | - | 108,736 | 9,744 | 47,265 | (4,722) |
| ZAP Media | 17,499 | 9,933 | 1,057 | 27,557 | (1,182) | 11,929 | (1,926) |
The differences between the individual accounts (prepared in accordance with Angolan regulations) and the Finstar Group correspond, predominantly, to the annulment of balances and transactions between the companies and the adjustment because the companies are in a hyperinflationary economy from 2017 to September 2019 (IAS 29).
The Group has several controls regarding the reporting process of its jointly controlled and associated companies. The amounts included in the reported financial statements are subject to audit in cases where it is legally required. In the remaining cases and in those where the audit has not been completed, specific review procedures are carried out by the Group.
The Board of Directors believes that the recent seizure of assets to Mrs. Isabel dos Santos, in the specific case of the shares held by her in Finstar and ZAP Media (where she holds 70% of the capital), does not change the control profile, in this case joint control as defined in IFRS 11, and thus relevant consequences for the operational management of companies and NOS are not expected, besides to restrictions on the distribution of dividends (Note 12)
At 31 December 2019 and 30 June 2020, this item was composed as follows:
| 31-12-2019 | 30-06-2020 | |||
|---|---|---|---|---|
| CURRENT | NON CURRENT | CURRENT | NON CURRENT | |
| Accounts receivables i) | 5,608 | 5,032 | 4,318 | 9,217 |
| Advances to suppliers | 24,552 | - | 17,556 | - |
| 30,160 | 5,032 | 21,874 | 9,217 | |
| Impairment of other receivable | (2,032) | (968) | (1,221) | (1,448) |
| 28,128 | 4,064 | 20,653 | 7,769 |
i) At 30 June 2020, the amount of accounts receivable corresponds mainly to dividends (Note 11), short-term loans, medium and longassociated companies and the amount of 5.5 million euros to be received from the sale of NOS International Carrier Services (Note 45).
The summary of movements in impairment of other receivable in other accounts receivable is as follows:
| 6M 19 RESTATED |
6M 20 |
|---|---|
| AS AT JANUARY 1 967 |
3,000 |
| Increases (Note 34) 265 |
116 |
| (9) Utilizations / Others |
(447) |
| AS AT JUNE 30 1,223 |
2,669 |
At 31 December 2019 and 30 June 2020, these items were composed as follows:
| 31-12-2019 | 30-06-2020 | |||
|---|---|---|---|---|
| RECEIVABLE | PAYABLE | RECEIVABLE | PAYABLE | |
| NON CURRENT | ||||
| Debt regularization | 149 | - | 149 | - |
| 149 | - | 149 | - | |
| CURRENT | ||||
| Value-added tax | 4,211 | 19,102 | 6,536 | 19,105 |
| Income taxes | - | 43,428 | - | 52,048 |
| Personnel income tax witholdings | - | 3,597 | - | 3,075 |
| Social Security contributions | - | 1,913 | - | 3,272 |
| Others | 420 | 162 | 421 | 71 |
| 4,631 | 68,202 | 6,957 | 77,571 | |
| 4,780 | 68,202 | 7,106 | 77,571 |
At 31 December 2019 and 30 June 2020, the amounts of IRC (Corporate Income Tax) receivable and payable were composed as follows:
| 31-12-2019 | 30-06-2020 |
|---|---|
| (25,969) Estimated current tax on income |
(34,343) |
| (43,402) Tax processes |
(43,895) |
| Payments on account 20,593 |
20,602 |
| Withholding income taxes 4,096 |
4,331 |
| Others 1,254 |
1,257 |
| (43,428) | (52,048) |
ongoing tax processes, of which highlights:
NOS and its subsidiaries are subject to IRC - Corporate Income Tax - at the rate of 21% on taxable amount (taxable profit less eventual tax losses subject to deduction), plus IRC surcharge at the maximum rate of 1.5% on taxable profit, giving an aggregate rate of approximately 22.5%. Additionally, following the introduction of austerity measures approved by Law 66-B/2012 of 31 December, and respective addendum published by Law 2/2014 of 16 January, this rate was raised by 3% and will be applied to the compa
In the calculation of taxable income, amounts, which are not fiscally allowable, are added to or subtracted from the book results. These differences between accounting income and taxable income may be of a temporary or permanent nature.
NOS is taxed in accordance with the Special Regime for Taxation of Corporate Groups, which covers the companies in which it directly or indirectly holds at least 75% of their share capital and which fulfil the requirements of Article 69 of the IRC Code.
The companies covered by the Special Regime for Taxation of Corporate Groups in 2020 are:
Under current legislation, tax declarations are subject to review and correction by tax authorities for a period of four years, except when tax losses have occurred or tax benefits have been obtained, whose term, in these cases, matches the deadline to use them. It should be noted that in the event of inspections, appeals, or disputes in progress, these periods might be extended or suspended.
The Board of Directors of NOS, based on information from its tax advisers, believes that these and any other revisions and corrections to these tax declarations, as well as other contingencies of a fiscal nature, will not have a significant effect on the consolidated financial statements as at 30 June 2020.
NOS and its associated companies have reported deferred tax relating to temporary differences between the taxable basis and the book amounts of assets and liabilities, and tax losses carried forward at the date of the statement of financial position.
The movements in deferred tax assets and liabilities for the semesters ended on 30 June 2019 and 2020 were as follows:
| 31-12-2018 | INCOME (NOTE B) |
EQUITY | DESCONTINUED UNIT (NOTE 46) |
30-06-2019 | |
|---|---|---|---|---|---|
| DEFERRED INCOME TAX ASSETS | |||||
| Impairment of other receivable | 4,796 | (3,589) | - | - | 1,207 |
| Inventories | 1,610 | 384 | - | - | 1,994 |
| Other provision and adjustments | 51.956 | (3,057) | - | - | 48,899 |
| Intragroup gains | 22,098 | (1,807) | - | - | 20,291 |
| Liabilities recorded as part of the allocation of fair value to the liabilities acquired in the merger |
4,943 | - | - | - | 4,943 |
| Assets recognised under application of IFRS 16 (Note 2.1) | 8,763 | (8,763) | - | - | |
| Derivatives | 238 | 51 | (182) | - | 107 |
| 94,404 | (16,781) | (182) | - | 77,441 | |
| DEFERRED INCOME TAX LIABILITIES | |||||
| Revaluations of assets as part of the allocation of fair value to the assets acquired in the merger |
2,846 | (130) | - | - | 2,716 |
| Derivatives | 7 | 76 | (41) | - | 42 |
| Intra-group leases | - | 5,876 | - | - | 5,876 |
| Others | 2,270 | 45 | - | - | 2,315 |
| 5,123 | 5,867 | (41) | - | 10,949 | |
| NET DEFERRED TAX | 89,281 | (22,648) | (141) | - | 66,492 |
| 31-12-2019 | INCOME (NOTE B) |
EQUITY | DESCONTINUED UNIT (NOTE 46) |
30-06-2020 | |
|---|---|---|---|---|---|
| DEFERRED INCOME TAX ASSETS | |||||
| Impairment of other receivable | 1,471 | 4,451 | - | (1) | 5,921 |
| Inventories | 1,871 | 178 | - - |
2,049 | |
| Other provision and adjustments | 51.825 | (2,929) | - | (3,247) | 45,649 |
| Intragroup gains | 20,091 | (743) | - | (3,096) | 16,252 |
| Liabilities recorded as part of the allocation of fair value to the liabilities acquired in the merger |
5,080 | - | - - |
5,080 | |
| Derivatives | 90 | 52 | 31 | - | 173 |
| 80,428 | 1,009 | 31 | (6,344) | 75,124 | |
| DEFERRED INCOME TAX LIABILITIES | |||||
| Revaluations of assets as part of the allocation of fair value to the assets acquired in the merger |
2,799 | (90) | - - |
2,709 | |
| Intra-group leases | 6,324 | 311 | - - |
6,635 | |
| Others | 2,503 | (25) | - - |
2,478 | |
| 11,626 | 196 | - - |
11,822 | ||
| NET DEFERRED TAX | 68,802 | 813 | 31 | (6,344) | 63,302 |
At 30 June 2020, the deferred tax assets related to the other provisions and adjustments are mainly due: i) Impairments and acceleration of amortisations beyond the acceptable fiscally and other adjustments in fixed tangible assets and intangible assets, amounted to 36.4 million euros (31 December 2019: 40.3 million euros; and ii) Other provisions amounted to 8.6 million euros (31 December 2019: 11.5 million euros).
At 30 June 2020, the deferred tax liability is related to the revaluation of assets relates mainly to lease agreements between Group companies and the appreciation of telecommunications licenses, and other assets at the merger of Group companies.
At 30 June 2020, deferred tax assets were not recognised for an amount of 1.3 million euros, corresponding mainly to tax incentives.
Deferred tax assets were recognised when it is probable that taxable profits will occur in future that may be used to absorb tax losses or deductible tax differences. This assessment was based on the business plans of the
At 30 June 2020, the tax rate used to calculate the deferred tax assets relating to tax losses carried forward was 21% (2019: 21%). In the case of temporary differences, the rate used was 22.5% (2019: 22.5%) increased to a maximum of 6.99% (2019: 6.99%) of state surcharge when the taxation of temporary differences in the estimated period of application of the state surcharge was perceived as likely. Tax benefits, related to deductions from taxable income, are considered 100%, and in some cases, their full acceptance is conditional upon the approval of the authorities that grants such tax benefits.
Under the terms of Article 88 of the IRC Code, the Company is subject to autonomous taxation on a series of charges at the rates set out in that Article.
Additionally, under the terms of current legislation in Portugal, tax losses generated from 2012 to 2013 and from 2014 to 2016 may be carried forward for a period of five years and twelve years, respectively, after their occurrence and may be deducted from taxable profits generated during that period, up to a limit of 75% of the taxable profit, in 2012 and 2013, and 70% of taxable profit from 2014 to 2016. For tax losses generated in taxation periods that begin on or after 1 January 2017, the carryover is over a five-year period up to the limit of 70% of the taxable profit.
In the semesters ended on 30 June 2019 and 2020, the reconciliation between the nominal and effective rates of tax was as follows:
| 2º QUARTER 19 | 6M 19 | 2º QUARTER | 6M 20 | |
|---|---|---|---|---|
| RESTATED | RESTATED | 20 | ||
| Income before taxes | 59,441 | 112,759 | 46,372 | 38,353 |
| Statutory tax rate | 22.5% | 22.5% | 22.5% | 22.5% |
| ESTIMATED TAX | 13,374 | 25,371 | 10,434 | 8,629 |
| Permanent differences i) | (197) | (200) | 341 | 2,528 |
| Differences in tax rate of group companies | (533) | (1,068) | 77 | 45 |
| Tax benefits ii) | (3,366) | (6,166) | (5,954) | (3,775) |
| State surcharge | 3,552 | 5,442 | 2,149 | 1,797 |
| Autonomous taxation | 178 | 365 | 172 | 378 |
| Others | (1,148) | (514) | 236 | 705 |
| INCOME TAXES | 11,860 | 23,230 | 7,456 | 10,308 |
| Effective Income tax rate | 20.0% | 20.6% | 16.1% | 26.9% |
| Income tax | 1,218 | 582 | 2,289 | 11,121 |
| Deferred tax | 10,642 | 22,648 | 5,167 | (813) |
| 11,860 | 23,230 | 7,456 | 10,308 |
| 2º QUARTER 19 | 6M 19 | 2º QUARTER | 6M 20 | |
|---|---|---|---|---|
| RESTATED | RESTATED | 20 | ||
| Equity method (Note 35) | (1,091) | (1,289) | 938 | 9,762 |
| Others | 215 | 399 | 576 | 1,473 |
| (876) | (890) | 1,514 | 11,235 | |
| 22.5% | 22.5% | 22.5% | 22.5% | |
| (197) | (200) | 341 | 2,528 |
ii) This item corresponds to the amount of deferred taxes and the use of tax benefits for which there was no record of deferred taxes: SIFIDE (Business Research and Development Tax Incentives System), a tax benefit introduced by Law 40/2005 of 3 August and RFAI (Investment Tax Incentive Regime) introduced by Law 10/2009 of 10 March; and provisions for used tax incentives.
At 31 December 2019 and 30 June 2020, this item was composed as follows:
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| INVENTORIES | ||
| Telco | 39,476 | 48,745 |
| Audiovisuals | 1,278 | 1,308 |
| 40,754 | 50,053 | |
| IMPAIRMENT OF INVENTORIES | ||
| Telco | (6,083) | (6,679) |
| Audiovisuals | (590) | (613) |
| (6,673) | (7,292) | |
| 34,081 | 42,761 |
The movements occurred in impairment adjustments were as follows:
| 6M 19 | ||
|---|---|---|
| RESTATED | 6M 20 | |
| AS AT JANUARY 1 | 6,167 | 6,673 |
| Increase and decrease - Cost of products sold (Note 32) | 1,455 | 1,308 |
| Utilizations / Others | (29) | (689) |
| AS AT JUNE 30 | 7,593 | 7,292 |
At 31 December 2019 and 30 June 2020, this item was as follows:
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| Trade receivables | 451,086 | 401,705 |
| Unbilled revenues i) | 64,754 | 42,846 |
| 515,840 | 444,551 | |
| Impairment of trade receivable | (154,128) | (188,104) |
| 361,712 | 256,447 |
i) The amounts to be invoiced correspond mainly to the value of contractual obligations already met or partially met and whose invoicing will occur subsequently.
respective cancellation of its contribution (Note 45), and reinforcement of impairments.
The movements occurred in impairment adjustments were as follows:
| 6M 19 | ||
|---|---|---|
| RESTATED | 6M 20 | |
| AS AT JANUARY 1 | 139,822 | 154,128 |
| Increases and decreases (Note 34) | 8,452 | 7,022 |
| Penalties - i) | 6,563 | 7,377 |
| Other losses / (gains) non-recurrent (Note 38) | - | 28,239 |
| Losses/ (Gains) in participated companies (Note 35) | - | 4,135 |
| Utilizations / Others | (12,809) | (12,797) |
| AS AT JUNE 30 | 142,028 | 188,104 |
i) Penalties correspond to the invoiced penalties, in the period, for which the full expected credit losses are registered, and the register was made by deduction from the respective revenue, as described in Note 43.6.
At 31 December 2019 and 30 June 2020, this item was as follows:
| 31-12-2019 | 30-06-2020 |
|---|---|
| Contract assets 68,059 |
65,002 |
| 68,059 | 65,002 |
The contract assets correspond to discounts, attributed to customers at the time of the sale of equipment (included in the telecommunications packages) and which are allocated to monthly fees / services rendered, within the scope of the allocation of credits to different types of performance obligations, according to IFRS 15. These assets are deferred, at the time of sale of the equipment, and recognised over the contract period (service rendered).
At 31 December 2019 and 30 June 2020, this item was composed as follows:
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| Programming costs i) | 22,232 | 11,551 |
| Advertising | 183 | 1,999 |
| Insurance | 824 | 1,439 |
| Costs of litigation procedure activity ii) | 6,686 | 1,035 |
| Others iii) | 14,029 | 18,685 |
| 43,954 | 34,709 |
At 30 June 2020, NOS had contracted interest rate swaps totalling 150 million euros (31 December 2019: 150 million euros) whose swap maturities expire in 2022. The fair value of interest rate swaps, in the negative amount of 51 thousand euros (31 December 2019: negative amount of 38 thousand
At 30 June 2020, NOS had contracted three own shares derivatives, in the amount of 2,883 thousand euros (31 December 2019: 2,640 thousand euros), maturing in March 2021, 2022 and 2023, in order to cover the delivery of share plans liquidated in cash.
At the date of the statement of the financial position there were foreign currency forwards open for 12,447 thousand euros (31 December 2019: 5,085 thousand euros), whose fair value amounts to a negative net amount of 117 thousand euros (2019: negative in 16 thousand euros).
| 31-12-2019 | |||||
|---|---|---|---|---|---|
| ASSETS | LIABILITIES | ||||
| NOTIONAL | CURRENT | NON CURRENT |
CURRENT | NON CURRENT |
|
| Interest rate swaps | 150,000 | - | - | - | 38 |
| Equity Swaps | 2,640 | - | - | 119 | 227 |
| Exchange rate forward | 5,085 | - | - | 16 | - |
| 157,725 | - | - | 135 | 265 |
| 30-06-2020 | |||||
|---|---|---|---|---|---|
| ASSETS | LIABILITIES | ||||
| NOTIONAL | CURRENT | NON CURRENT |
CURRENT | NON CURRENT |
|
| Interest rate swaps | 150,000 | - | - | - | 51 |
| Equity swaps | 2,883 | - | - | 217 | 382 |
| Exchange rate forward | 12,447 | - | - | 117 | - |
| 165,330 | - | - | 334 | 433 |
| 31-12-2018 | RESULT | EQUITY | 30-06-2019 | |
|---|---|---|---|---|
| Fair value interest rate swaps | (1,211) | - | 811 | (400) |
| Fair value exchange rate forward | 32 | (60) | - | (28) |
| Fair value equity swaps | 153 | 176 | (182) | 147 |
| DERIVATIVES | (1,026) | 116 | 629 | (281) |
| Deferred income tax liabilities | (7) | (76) | 41 | (42) |
| Deferred income tax assets | 238 | 51 | (182) | 107 |
| DEFERRED INCOME TAX | 231 | (25) | (141) | 65 |
| (795) | 91 | 488 | (216) |
| 31-12-2019 | RESULT | EQUITY | 30-06-2020 | |
|---|---|---|---|---|
| Fair value interest rate swaps | (38) | - | (13) | (51) |
| Fair value exchange rate forward | (16) | (101) | - | (117) |
| Fair value equity swaps | (346) | (129) | (124) | (599) |
| DERIVATIVES | (400) | (230) | (137) | (767) |
| Deferred income tax assets | 90 | 52 | 31 | 173 |
| DEFERRED INCOME TAX | 90 | 52 | 31 | 173 |
| (310) | (178) | (106) | (594) |
At 31 December 2019 and 30 June 2020, this item was composed as follows:
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| Cash | 857 | 385 |
| Terms deposits i) | 11,962 | 16,671 |
| 12,819 | 17,056 |
i) At 31 December 2019 and 30 June 2020, there are 10 million euros recorded in the item recently subscribed by NOS.
At 31 December 2019 and 30 June 2020, the share capital of NOS was 5,151,613.80 euros, represented by 515,161,380 shares registered book-entry shares, with a nominal value of 1 euro cent per share.
The main shareholders as of 31 December 2019 and 30 June 2020 are:
| 31-12-2019 NUMBER OF % SHARE |
30-06-2020 | |||
|---|---|---|---|---|
| NUMBER OF | % SHARE | |||
| SHARES | CAPITAL | SHARES | CAPITAL | |
| ZOPT, SGPS, SA (1) | 268.644.537 | 52,15% | 268.644.537 | 52,15% |
| MFS Investment Management | 11.049.477 | 2,14% | 11.049.477 | 2,14% |
| Norges Bank | 10.891.068 | 2,11% | 10.891.068 | 2,11% |
| Banco BPI, SA | - | - | 10.407.031 | 2,02% |
| TOTAL | 290.585.082 | 56,41% | 300.992.113 | 58,43% |
On 27 August 2013, following the completion of the merger between ZON and Optimus SGPS, the Company's share capital was increased by 856,404,278 euros, corresponding to the total number of issued shares (206,064,552 shares), based on the closing market price of 27 August 2013. The capital increase is detailed as follows:
Additionally, the premium for issue of shares was deducted for an amount of 125 thousand euros related to costs with the respective capital increase.
The capital issued premium is subject to the same rules as for legal reserves and can only be used:
Company law regarding own shares requires the establishment of a non-distributable reserve of an amount equal to the purchase price of such shares, which becomes frozen until the shares are disposed of or distributed. In addition, the applicable accounting rules determine that gains or losses on the disposal of own shares are stated in reserves.
At 30 June 2020 there were 2,514,004 own shares, representing 0.4880% of share capital (31 December 2019: 2,595,541 own shares, representing 0.5038% of the share capital).
Movements in the semesters ended on 30 June 2019 and 2020 were as follows:
| QUANTITY | VALUE | |
|---|---|---|
| BALANCE AS AT 1 JANUARY 2019 | 2,069,356 | 12,132 |
| Acquisition of own shares | 610,500 | 3,547 |
| Distribution of own shares - share incentive scheme | (624,194) | (3,659) |
| Distribution of own shares - other remunerations | (57,691) | (339) |
| BALANCE AS AT 30 JUNE 2019 | 1,997,971 | 11,681 |
| BALANCE AS AT 1 JANUARY 2020 | 2,595,541 | 14,655 |
| Acquisition of own shares | 875,000 | 2,871 |
| Distribution of own shares - share incentive scheme | (866,243) | (4,885) |
| Distribution of own shares - other remunerations | (90,294) | (510) |
| BALANCE AS AT 30 JUNE 2020 | 2,514,004 | 12,131 |
net profit must be used to build up the legal reserve until it corresponds to 20% of the share capital. This reserve cannot be distributed except in the event of liquidation of the company, but it may be used to absorb losses after all other reserves have been exhausted, or for incorporation in the share capital.
Under Portuguese law, the amount of distributable reserves is determined according to the individual financial statements of the company prepared in accordance with IAS / IFRS. Thus, on 30 June 2020, NOS had reserves, which by their nature are considered distributable for an amount of approximately 275.9 million euros, not including the net income.
The General Meeting of Shareholders held on 8 May 2019 approved a proposal by the Board of Directors for payment of an ordinary dividend per share of 0.35 euros, totalling 180,306 thousand euros. The dividend attributable to own shares amounted to 699 thousand euros.
| DIVIDENDS | |
|---|---|
| Dividends | 180,306 |
| Dividends of own shares | (699) |
| DIVIDENDS PAID | 179,607 |
The General Meeting of Shareholders held on 19 June 2020 approved a proposal by the Board of Directors for payment of an ordinary dividend per share of 0.278 euros, totalling 143,215 thousand euros. The dividend attributable to own shares amounted to 699 thousand euros. The dividends were paid on 3 July 2020.
| DIVIDENDS | |
|---|---|
| Dividends | 143,215 |
| Dividends of own shares | (699) |
| DIVIDENDS PAID | 142,516 |
The movements of the non-controlling interests occurred during the semesters ended on 30 June 2019 and 2020 and the results attributable to non-controlling interests for the year are as follows:
| 31-12-2018 | ATTRIBUTABLE PROFITS |
OTHERS | 30-06-2019 | |
|---|---|---|---|---|
| NOS Madeira | 5,660 | (78) | (7) | 5,575 |
| NOS Açores | 1,636 | (172) | (1) | 1,463 |
| 7,296 | (250) | (8) | 7,038 | |
| 31-12-2019 | ATTRIBUTABLE PROFITS |
OTHERS | 30-06-2020 | |
| NOS Madeira | 5,502 | (355) | (3) | 5,144 |
| NOS Açores | 1,540 | (178) | (2) | 1,360 |
| 7,042 | (534) | (5) | 6,504 |
At 31 December 2019 and 30 June 2020, the composition of borrowings was as follows:
| 31-12-2019 | 30-06-2020 | ||||
|---|---|---|---|---|---|
| CURRENT | NON CURRENT |
CURRENT | NON CURRENT |
||
| LOANS - NOMINAL VALUE | 82,851 | 1,024,667 | 172,237 | 855,832 | |
| Debenture loan | - | 575,000 | - | 575,000 | |
| Commercial paper | 55,000 | 413,000 | 152,500 | 262,500 | |
| Foreign loans | 18,333 | 36,667 | 18,333 | 18,332 | |
| Bank overdrafts | 9,518 | - | 1,404 | - | |
| LOANS - ACCRUALS AND DEFERRALS | 1,770 | (2,848) | 48 | (1,685) | |
| LOANS - AMORTISED COST | 84,621 | 1,021,819 | 172,285 | 854,147 | |
| LEASES | 58,660 | 195,028 | 51,692 | 159,082 | |
| 143,281 | 1,216,847 | 223,977 | 1,013,229 |
During the semester ended on 30 June 2020, the average cost of debt of the used lines was approximately 1.3% (2019: 1.5%).
At 30 June 2020 there is no default in terms of capital, interest, conditions for redemption on loans payable or other commitments.
At 30 June 2020, NOS has a total amount of 575 million euros of bonds issued, respectively, with maturity after one year:
At 30 June 2020, an amount of 751 thousand euros, corresponding to interest and commissions, was -
At 30 June 2020, the Company has borrowings of 415 million euros in the form of commercial paper, including 41 million euros were issued under non-underwriting programs. The total amount contracted, under underwriting securities, is of 845 million euros, corresponding to fourteen programmes, with six banks, 670 million euros of which bear interest at market rates and 175 million euros are issued in fixed rate. Commercial paper programmes with maturities over one-year totalling 500 million euros are classified as non-current, since the Company can renew unilaterally current issues on or before the progr organiser. As such, this amount, although having a current maturity, it was classified as non-current for presentation purposes in the financial position statement.
At 30 June 2020 an amount of 572 thousand euros, corresponding to interest and commissions, was -
In November 2013, NOS signed a Finance Contract with the European Investment Bank for an amount of 110 million euros to support the development of the mobile broadband network in Portugal. In June 2014, the total amount of funds was used. This contract matures in a maximum period of 8 years from the use of the funds, with partial amortisations of 18.3 million euros per year as of June 2017. At 30 June 2020, the amount in borrowings corresponds to 37 million euros.
At 30 June 2020, an amount of 1,458 thousand euros was deducted from this amount, corresponding to the benefit associated with the fact that the loan with BEI is at a subsidised rate.
All bank borrowings contracted (apart from BEI loan of 37 million euros, from public issuance of bonds of 300 million euros from two commercial paper program of 75 and 100 million euros issued in fixed rate, besides finance leases) are negotiated at variable short-term interest rates and their book value is therefore broadly similar to their fair value.
At 31 December 2019 and 30 June 2020, the leases refer mainly to rental agreements for telecommunications towers, movie theaters, equipment, shops and vehicles, exclusive acquisition of satellite capacity and rights to use distribution network capacity.
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| Until 1 year | 65,160 | 56,422 |
| Between 1 and 5 years | 149,804 | 129,215 |
| Over 5 years | 62,146 | 41,047 |
| 277,110 | 226,684 | |
| Future financial costs (lease) | (23,422) | (15,910) |
| PRESENT VALUE OF LEASE LIABILITIES | 253,688 | 210,774 |
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| Until 1 year | 58,660 | 51,692 |
| Between 1 and 5 years | 136,823 | 120,254 |
| Over 5 years | 58,205 | 38,828 |
| 253,688 | 210,774 |
The maturities of the loans obtained are as follows:
| 31-12-2019 | 30-06-2020 | ||||||
|---|---|---|---|---|---|---|---|
| UNTIL 1 YEAR | BETWEEN 1 | BETWEEN 1 | |||||
| AND 5 YEARS OVER 5 YEARS UNTIL 1 YEAR | AND 5 YEARS OVER 5 YEARS | ||||||
| Debenture loan | 2,334 | 573,221 | - | 637 | 573,612 | - | |
| Commercial paper | 55,648 | 362,949 | 50,000 | 153,115 | 212,457 | 50,000 | |
| Foreign loans | 17,121 | 35,649 | - | 17,129 | 18,078 | - | |
| Bank overdrafts | 9,518 | - | - | 1,404 | - | - | |
| Leases | 58,660 | 136,823 | 58,205 | 51,692 | 120,254 | 38,828 | |
| 143,281 | 1,108,642 | 108,205 | 223,977 | 924,401 | 88,828 |
At 31 December 2019 and 30 June 2020, the provisions were as follows:
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| Litigation and other - i) | 30,263 | 26,583 |
| Dismantling and removal of assets - ii) | 39,032 | 24,253 |
| Contingent liabilities - iii) | 23,827 | 23,827 |
| Contingencies - other - iv) | 1,837 | 1,276 |
| 94,959 | 75,939 |
provider by tender, whenever, cumulatively (i) there are net costs, considered excessive, the amount of which is approved by ANACOM, following an audit to their preliminary calculation and support documents, which are provided by the universal service provider, and (ii) the universal service provider requester the Government compensation for the net costs approved under the terms previously mentioned.
Therefore:
It is the opinion of the Board of Directors of NOS that these extraordinary contributions to Universal Service (not designated through a tender procedure) flagrantly violate the Directive of Universal Service. Moreover, considering the
existing legal framework since NOS began its activity, the request of payment of the extraordinary contribution violates the principle of the protection of confidence, recognised on a legal and constitutional level in Portuguese domestic law. For these reasons, NOS has judicially challenged either the approval of audit results of the net cost of universal service related to the pre-competitive period, and the liquidation of each extraordinary contribution, once the Board of Directors is convinced it will be successful in challenges already undertaken;
iv) The amount under the caption "Contingencies - other" refers to provisions for risks related to miscellaneous events/disputes of various kinds, the settlement of which may result in outflows of cash, and other likely liabilities related to several transactions from previous periods, and whose outflow of cash is probable, namely, costs charged to the current period or previous years, for which it is not possible to estimate reliably the time of occurrence of the expense.
During the semester ended on 30 June 2019, movements in provisions were as follows:
| 31-12-2018 | INCREASES | DECREASES | DESCONTINUED UNIT (NOTE 46) |
OTHERS | 30-06-2019 | |
|---|---|---|---|---|---|---|
| Litigation and other | 58.369 | 2.393 | (6.371) | - | - | 54.391 |
| Dismantling and removal of assets | 34.626 | 202 | (22) | - | 1.145 | 35.951 |
| Contingent liabilities | 32.055 | - | - | - | - | 32.055 |
| Contingencies - other | 3.765 | 2.986 | (633) | - | (3.421) | 2.697 |
| 128.815 | 5.581 | (7.026) | - | (2.276) | 125.094 |
During the semester ended on 30 June 2019, increases refer mainly to provisions for legal and other claims plus interests and charges and the reductions refer to the reassessment of several contingencies.
During the semester ended on 30 June 2020, movements in provisions, were as follows:
| 31-12-2019 | INCREASES | DECREASES | DESCONTINUED UNIT (NOTE 46) |
OTHERS | 30-06-2020 | |
|---|---|---|---|---|---|---|
| Litigation and other | 30.263 | 1.349 | (4.721) | (308) | - | 26.583 |
| Dismantling and removal of assets | 39.032 | 431 | (7) | (14.536) | (667) | 24.253 |
| Contingent liabilities | 23.827 | - | - | - | - | 23.827 |
| Contingencies - other | 1.837 | 679 | (19) | (58) | (1.163) | 1.276 |
| 94.959 | 2.459 | (4.747) | (14.902) | (1.830) | 75.939 |
During the semester ended on 30 June 2020, the increases refer mainly to provisions for legal and other claims plus interests and charges and the reductions refer, predominantly, to the reassessment and prescription of several contingencies.
The net movements for the semesters ended on 30 June 2019 and 2020 reflected in the income statement under Provisions were as follows:
| 6M 19 RESTATED |
6M 19 RESTATED |
6M 20 |
|---|---|---|
| Provisions and adjustments (Note 34) | (4,580) | (4,522) |
| Other losses / (gains) non-recurrent (Note 37 and 38) | 2,207 | 682 |
| Interests - dismantling | 180 | 423 |
| Other interests | 748 | 1,129 |
| INCREASES AND DECREASES IN PROVISIONS | (1,445) | (2,288) |
At 31 December 2019 and 30 June 2020, this item was composed as follows:
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| NON-CURRENT | ||
| Others | 667 | 345 |
| 667 | 345 | |
| CURRENT | ||
| Invoices to be issued by operators i) | 73,113 | 56,177 |
| Vacation pay and bonuses | 25,545 | 19,097 |
| Professional services | 10,703 | 16,128 |
| Taxes (ANACOM and Cinema Law) | - | 15,303 |
| Investments in tangible and intangible assets | 20,046 | 13,674 |
| Content and film rights | 13,313 | 12,151 |
| Programming services | 11,058 | 10,893 |
| Advertising | 14,916 | 9,973 |
| Costs of litigation procedure activity | 8,614 | 8,169 |
| Comissions | 6,198 | 5,466 |
| Energy and water | 4,660 | 3,657 |
| Maintenance and repair | 1,788 | 1,705 |
| Other accrued expenses | 13,772 | 11,494 |
| 203,726 | 183,887 |
i) Amounts related to invoices to be billed by operators, mainly international operators, regarding interconnection costs related with international traffic and roaming services. The variation in this item results mainly from the sale of NOS International Carrier Services and the respective cancellation of its contribution (Note 45).
At 31 December 2019 and 30 June 2020, this item was composed as follows:
| 31-12-2019 | 30-06-2020 | ||||
|---|---|---|---|---|---|
| CURRENT | NON CURRENT |
CURRENT | NON CURRENT |
||
| Advanced billing i) | 33,436 | - | 24,815 | - | |
| Investment subsidy ii) | 398 | 5,123 | 397 | 4,927 | |
| 33,834 | 5,123 | 25,212 | 4,927 |
At 31 December 2019 and 30 June 2020, this item was composed as follows:
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| Suppliers current account | 257,824 | 215,358 |
| Invoices in reception and conference | 1,675 | 2,406 |
| 259,499 | 217,764 |
The variation in - International Carrier Services and the respective cancellation of its contribution, in the amount of 20.2 million euros (Note 45).
At 31 December 2019 and 30 June 2020, this item was composed as follows:
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| NON-CURRENT | ||
| Assignment of receivables without recourse i) | 3,855 | 2,323 |
| 3,855 | 2,323 | |
| CURRENT | ||
| Fixed assets suppliers | 27,689 | 27,931 |
| Distributed dividends and unpaid ii) | - | 142,516 |
| Assignment of receivables without recourse i) | 4,865 | 3,065 |
| Advances from customers | 112 | 181 |
| Others | 1,169 | 374 |
| 33,835 | 174,067 | |
| 37,690 | 176,390 |
Consolidated operating revenues, for the semesters ended on 30 June 2019 and 2020, were as follows:
| 2º QUARTER 19 RESTATED |
6M 19 RESTATED |
2º QUARTER 20 | 6M 20 | |
|---|---|---|---|---|
| SERVICES RENDERED: | ||||
| Communications service revenues (i) | 311,821 | 619,046 | 290,402 | 592,016 |
| Revenue distribution and cinematographic exhibition (ii) | 12,882 | 23,438 | 161 | 8,368 |
| Advertising revenue (iii) | 5,784 | 10,968 | 2,441 | 6,853 |
| Production and distribution of content and channels (iv) | 7,398 | 14,912 | 7,939 | 15,340 |
| Others | 831 | 1,821 | 795 | 1,385 |
| 338,717 | 670,186 | 301,738 | 623,962 | |
| SALES: | ||||
| Telco v) | 15,014 | 30,891 | 16,931 | 32,083 |
| Audiovisuals and cinema exhibition vi) | 4,377 | 7,924 | 160 | 3,228 |
| 19,391 | 38,815 | 17,092 | 35,311 | |
| OTHER OPERATING REVENUES: | ||||
| Telco | 7,335 | 12,256 | 2,365 | 7,060 |
| Audiovisuals and cinema exhibition | 174 | 265 | 56 | 302 |
| 7,509 | 12,521 | 2,421 | 7,362 | |
| 365,617 | 721,522 | 321,251 | 666,635 |
These operating revenues are shown net of inter-company eliminations.
In the semesters ended on 30 June 2019 and 2020, this item was composed as follows:
| 2º QUARTER 19 RESTATED |
6M 19 RESTATED |
2º QUARTER 20 | 6M 20 | |
|---|---|---|---|---|
| Remuneration | 14,970 | 30,008 | 16,110 | 32,149 |
| Social taxes | 4,186 | 8,256 | 4,177 | 8,383 |
| Social benefits | 481 | 962 | 514 | 987 |
| Other | 525 | 1,016 | 198 | 628 |
| 20,162 | 40,241 | 20,999 | 42,147 |
In the semesters ended on 30 June 2019 and 2020, the average number of employees of the companies included in the consolidation was 2,457 and 2,434, respectively. At 30 June 2020, the number of employees of the companies included in the consolidation was 2,341 employees.
The costs of compensations paid to employees, since they are non-recurring costs, are recorded in
In the semesters ended on 30 June 2019 and 2020, this item was composed as follows:
| 2º QUARTER 19 RESTATED |
6M 19 RESTATED |
2º QUARTER 20 | 6M 20 | |
|---|---|---|---|---|
| Exhibition costs | 54,231 | 104,283 | 28,480 | 77,693 |
| Traffic costs | 22,355 | 45,214 | 20,251 | 39,021 |
| Capacity costs | 11,810 | 23,749 | 12,658 | 24,949 |
| Costs related to corporate customers services | 5,615 | 11,159 | 7,455 | 15,015 |
| Shared advertising revenues | 3,733 | 6,866 | 1,686 | 4,527 |
| 97,744 | 191,271 | 70,529 | 161,204 |
In the period ended on 30 June 2020, content costs related to onerous contracts were recognized - 38).
In the semesters ended on 30 June 2019 and 2020, this item was composed as follows:
| 2º QUARTER 19 RESTATED |
6M 19 RESTATED |
2º QUARTER 20 | 6M 20 | |
|---|---|---|---|---|
| Costs of products sold | 12,979 | 26,498 | 15,116 | 29,220 |
| Increases / (decreases) in inventories impairments (Note 15) | 1,058 | 1,455 | 656 | 1,308 |
| 14,037 | 27,953 | 15,772 | 30,528 |
In the semesters ended on 30 June 2019 and 2020, this item was composed as follows:
| 2º QUARTER 19 RESTATED |
6M 19 RESTATED |
2º QUARTER 20 | 6M 20 | |
|---|---|---|---|---|
| SUPPORT SERVICES: | ||||
| Call centers and customer support | 7,490 | 15,351 | 9,338 | 18,147 |
| Administrative support and others | 8,947 | 18,188 | 7,744 | 17,056 |
| Information systems | 3,057 | 6,934 | 3,205 | 6,558 |
| 19,494 | 40,473 | 20,287 | 41,762 | |
| SUPPLIES AND EXTERNAL SERVICES: | ||||
| Maintenance and repair | 9,507 | 19,801 | 10,634 | 21,099 |
| Electricity | 5,828 | 11,626 | 5,255 | 10,869 |
| Professional services | 2,908 | 5,623 | 2,505 | 5,263 |
| Communications | 1,436 | 2,983 | 953 | 2,049 |
| Installation and removal of terminal equipment | 1,743 | 3,414 | 820 | 1,506 |
| Fees | (112) | 585 | 413 | 1,189 |
| Travel and accommodation | 1,122 | 2,284 | 173 | 998 |
| Other supplies and external services | 4,658 | 9,541 | 2,434 | 7,824 |
| 27,090 | 55,857 | 23,187 | 50,797 |
In the semesters ended on 30 June 2019 and 2020, these items were composed as follows:
| 2º QUARTER 19 | 6M 19 | |||
|---|---|---|---|---|
| RESTATED | RESTATED | 2º QUARTER 20 | 6M 20 | |
| Provisions (Note 24) | (1,687) | (4,580) | (4,075) | (4,522) |
| Impairment of account receivables - trade (Note 16) | 2,447 | 8,452 | 3,440 | 7,022 |
| Impairment of account receivables - others (Note 12) | 82 | 265 | 14 | 116 |
| Others | 1 | - | (13) | (13) |
| 843 | 4,137 | (634) | 2,603 |
In the semesters ended on 30 June 2019 and 2020, this item was composed as follows:
| 2º QUARTER 19 RESTATED |
6M 19 RESTATED |
2º QUARTER 20 | 6M 20 | |
|---|---|---|---|---|
| EQUITY METHOD (NOTE 11) | ||||
| Sport TV | (34) | 423 | 1,732 | 2,380 |
| Dreamia | (158) | (197) | (142) | (245) |
| Finstar | (637) | (878) | 1,283 | 1,364 |
| Mstar | (254) | (607) | (123) | (372) |
| Upstar | (5) | (22) | (0) | (13) |
| Others | 11 | 9 | 2 2 | (1) |
| (1,077) | (1,273) | 2,772 | 3,113 | |
| OTHERS i) | (14) | (16) | (1,834) | 6,649 |
| (1,091) | (1,289) | 938 | 9,762 |
i) During the semester ended on 30 June 2020, as a result of the estimated negative impacts with the spread of the new coronavirus COVID-19 (Note 46), namely, a significant drop in revenue related to premium sports channels, an impairment for the financial investment of Sport TV in the amount of 2.2 million euros (Note 11) was recognised.
Additionally, also taking into account the estimated negative impacts with the spread of the new coronavirus COVID-19 (Note 46), and the destabilization of the Angolan economy with the drop in oil demand and prices, impairments were recognised for the value of dividends and other accounts receivable from the Angolan subsidiary Finstar, in the amount of 4.6 million euros (Notes 12 and 16).
In the semesters ended on 30 June 2019 and 2020, this item was composed as follows:
| 2º QUARTER 19 | 6M 19 | |||
|---|---|---|---|---|
| RESTATED | RESTATED | 2º QUARTER 20 | 6M 20 | |
| TANGIBLE ASSETS | ||||
| Buildings and other constructions | 2,570 | 4,577 | 2,623 | 5,285 |
| Basic equipment | 42,468 | 76,830 | 36,537 | 69,500 |
| Transportation equipment | - | 1 | 1 | 2 |
| Tools and dies | 15 | 2 6 | 11 | 2 4 |
| Administrative equipment | 747 | 2,030 | 1,173 | 2,364 |
| Other tangible assets | 186 | 384 | 147 | 298 |
| 45,986 | 83,848 | 40,492 | 77,473 | |
| INTANGIBLE ASSETS | ||||
| Industrial property and other rights | 20,366 | 39,740 | 21,304 | 45,652 |
| 20,366 | 39,740 | 21,304 | 45,652 | |
| CONTRACT COSTS | ||||
| Contract costs | 24,652 | 50,089 | 25,063 | 50,115 |
| 24,652 | 50,089 | 25,063 | 50,115 | |
| RIGHTS OF USE | ||||
| Rights of use | 12,137 | 26,783 | 14,329 | 28,418 |
| 12,137 | 26,783 | 14,329 | 28,418 | |
| INVESTIMENT PROPERTY | ||||
| Investment property | - | 1 | 4 | 8 |
| - | 1 | 4 | 8 | |
| 103,141 | 200,461 | 101,192 | 201,666 |
In the semesters ended on 30 June 2019 and 2020, this item was composed as follows:
| 2º QUARTER 19 RESTATED |
6M 19 RESTATED |
2º QUARTER 20 | 6M 20 | |
|---|---|---|---|---|
| Personnel compensation | 922 | 2,407 | 244 | 682 |
| Supplies and external services related to reestructuring process | 800 | 901 | - | - |
| Personnel costs related to non-recurrent projects | 629 | 956 | 176 | 316 |
| 2,351 | 4,264 | 420 | 998 |
In the semesters ended on 30 June 2019 and 2020, the other non-recurring costs / (gains) was composed as follows:
| 2º QUARTER 19 RESTATED |
6M 19 RESTATED |
2º QUARTER 20 | 6M 20 | |
|---|---|---|---|---|
| COSTS: | ||||
| Losses resulting from COVID-19 impacts (Note 47) i) | - | - | 780 | 41,386 |
| Others | 1,697 | 3,289 | 2,703 | 7,280 |
| TOTAL | 1,697 | 3,289 | 3,483 | 48,666 |
1) reinforcement of expected credit losses from accounts receivable, in the amount of approximately 21.2 million euros, resulting from the incorporation, in the projection model of future collections, of the new projections released by the Bank of Portugal for the growth of the GDP and unemployment rate for the next 3 years, and identification of customers particularly affected by the current crisis, namely, in the cinema business;
2) recognition of expected credit losses from all penalties billed to customers and not provisioned, in the amount of approximately 7.0 million euros, as a consequence of the foreseeable sharp reduction in their collection;
In Note 47.1. additional disclosures about the impacts arising from COVID-19 are presented.
In the semesters ended on 30 June 2019 and 2020, financing costs and other financial expenses / (income) were composed as follows:
| 6M 19 RESTATED |
6M 20 | |
|---|---|---|
| FINANCING COSTS: | ||
| INTEREST EXPENSE: | ||
| Borrowings | 6,924 | 5,524 |
| Finance leases | 4,785 | 3,177 |
| Derivatives | 780 | 37 |
| Others | 748 | 1,757 |
| 13,237 | 10,495 | |
| INTEREST EARNED | (2,599) | (1,244) |
| 10,638 | 9,251 | |
| NET OTHER FINANCIAL EXPENSES / (INCOME): | ||
| Comissions and guarantees | 1,392 | 1,439 |
| Others | 377 | 331 |
| 1,769 | 1,770 |
Interest earned mainly corresponds to default interests charged to customers.
Earnings per share for the semesters ended on 30 June 2019 and 2020 were calculated as follow:
| 2º QUARTER 19 RESTATED |
6M 19 RESTATED |
2º QUARTER 20 | 6M 20 | |
|---|---|---|---|---|
| Consolidated net income attributable to shareholders | 47,735 | 90,196 | 45,341 | 34,986 |
| Number of ordinary shares outstanding during the period (weighted average) | 513,188,134 | 513,257,132 | 513,256,224 | 512,909,400 |
| Basic earnings per share - euros | 0.09 | 0.18 | 0.09 | 0.07 |
| Diluted earnings per share - euros | 0.09 | 0.18 | 0.09 | 0.07 |
| 2º QUARTER 19 RESTATED |
6M 19 RESTATED |
2º QUARTER 20 | 6M 20 | |
| Consolidated net income attributable to shareholders | 47,742 | 89,780 | 39,072 | 28,579 |
| Number of ordinary shares outstanding during the period (weighted average) | 513,188,134 | 513,257,132 | 513,256,224 | 512,909,400 |
| Basic earnings per share - euros | 0.09 | 0.17 | 0.08 | 0.06 |
| Diluted earnings per share - euros | 0.09 | 0.17 | 0.08 | 0.06 |
In the above periods, there were no diluting effects on net earnings per share, so the diluted earnings per share are equal to the basic earnings per share.
At 31 December 2019 and 30 June 2020, the Group had furnished sureties, guarantees, and comfort letters in favour of third parties corresponding to the following situations:
| 31-12-2019 | 30-06-2020 | |
|---|---|---|
| Tax authorities i) | 26,852 | 26,852 |
| Others ii) | 10,515 | 10,497 |
| 37,367 | 37,349 |
In connection with the finance obtained by Upstar from Banco Comercial Português, totalling 10 million euros, NOS signed a promissory note, proportional to the participation held, of 30% of the loan.
During the first quarterly of 2015, 2016, 2017 and 2018, and following the settlement notes to CLSU 2007-2009, 2010-2011, 2012-2013 and 2014, respectively, NOS constituted guarantees in favour of the Universal Service Compensation Fund in the amount of 23.6 million euros, 16.7 million euros, 17.5 million euros and 3.0 million euros, respectively, in order to prevent the introduction of tax enforcement proceedings in order to enforce recovery of the amounts paid.
In addition to the guarantees required by the tax authorities, sureties were set up for the current fiscal processes, which NOS was a surety for NOS SA for an amount of 14.1 million euros.
Of the loans obtained, in addition to being subject to the Group complying with its operating, legal and fiscal obligations, 100% are subject to cross-default, Pari Passu and Negative Pledge clauses and 90% to ownership clauses.
In addition, approximately 27% of the total loans obtained require that the consolidated net financial debt does not exceed 3 times consolidated EBITDA after leasing payment, approximately 3% of the total loans obtained require that the consolidated net financial debt does not exceed 3.5 times consolidated EBITDA after leasing payment, approximately 1% of the total loans obtained require that the consolidated net financial debt does not exceed 4 times consolidated EBITDA after leasing payment and approximately 10% require that the consolidated net financial debt does not exceed 5 times consolidated EBITDA.
Net Financial Debt = Loans - Leasings - Cash and Cash Equivalents
EBITDA = Operational Result + Depreciation, amortisation and impairment losses + restructuring costs + Losses / (gains) on sale of assets + Other losses / (gains) non-recurrent
In December 2015, NOS signed a contract with Sport Lisboa e Benfica - Futebol SAD and Benfica TV, of Benfica TV Channel. The contract began in 2016/2017 sports season, had an initial duration of three years, and might be renewed by decision of either party up to a total of 10 sports seasons, with the overall financial consideration reaching the amount of 400 million euros, divided into progressive annual amounts.
Also in December 2015, NOS signed a contract with Sporting Clube de Portugal - Futebol SAD and Sporting and Communication Platforms, S.A. for the assignment of the following rights:
The contract will last 10 seasons, concerning the rights indicated in 1) and 2) above, starting in July 2018, 12 seasons in the case of the rights stated in 3) starting in July 2017 and 12 and a half seasons in the case of the rights mentioned in 4) beginning in January 2016, with the overall financial consideration amounting to 446 million euros, divided into progressive annual amounts.
Also in December 2015, NOS SA has signed contracts regarding the television rights of home senior team football games with the following sports clubs:
The contracts will begin in the 2019/2020 sports season and last up to 7 seasons, apart from the contract with Sporting Clube de Braga - Futebol, SAD which lasts 9 seasons.
During the year of 2016, NOS SA has signed contracts regarding the television rights of home senior team football games with the following sports clubs:
The contracts will begin in the 2019/2020 sports season and last up to 3 seasons.
In May 2016, NOS and Vodafone have agreed on reciprocal availability, for several sports seasons, of sports content (national and international) owned by the companies, in order to assure to both companies, directly by the assigning party or indirectly through the transfer to third party content distribution channels or models, the availability of broadcasting rights of the sports clubs home football games, as well as the broadcasting and distribution rights of sports and sports clubs channels, whose rights are owned by each of the companies in each moment. The agreement came ere these football games are broadcast.
Considering that the contract signed allowed for the possibility of extending the agreement to the other operators, in July 2016 MEO and Cabovisão joined the agreement, ending the lack of availability of Porto Canal access to every relevant sports content, regardless of which operator they use.
Following the agreement signed with the remaining operators, as a counterpart of the reciprocal provision of rights, the global costs are shared according with retailer telecommunications revenues and Pay TV market shares.
The estimated cash flows are estimated as follows:
| Seasons | 2019/20 | following |
|---|---|---|
| Estimated cash-flows with the contract signed by NOS with the sports entities* | ||
| NOS estimated cash-flows for the contracts signed by NOS (net amounts charged to the operators) and for the contracts signed by the remaining operators |
* Includes games and channels broadcasting rights, advertising and others.
In the period ended on 30 June 2020, with the cancellation of the 2nd football league as a result of the pandemic Covid-19, the payment to these clubs, in the amount of 0.7 million euros, is suspended.
NOS and Vodafone Portugal celebrated on 29 September 2017 an agreement of infrastructure development and sharing with a nationwide scope. This partnership allows the two Operators providing their commercial offers under a shared network at the beginning of 2018.
The agreement covers the reciprocal sharing of dark fibre in approximately 2.6 million of homes in which each of the entities shares with the other one an equivalent investment value, in other words, they share similar goods. It is assumed that both companies retain full autonomy, independence, and confidentiality concerning the design of the commercial offers, the management of the did not originate any impact on the consolidated financial statements (according to IAS 16, this exchange of similar non-monetary assets will be presented on a net basis).
The partnership has also been extended to mobile infrastructure sharing where it is agreed a minimum sharing of 200 mobile towers.
Transactions and balances between NOS and companies of the NOS Group were eliminated in the consolidation process and are not subject to disclosure in this note.
The balances At 31 December 2019 and 30 June 2020 and transactions in the semesters ended on 30 June 2019 and 2020 between NOS Group and its associated companies, joint ventures and other related parties are as follows:
| ACCOUNTS RECEIVABLES AND PREPAID EXPENSES |
ACCOUNTS PAYABLE AND DEFERRED INCOME |
BORROWINGS | |
|---|---|---|---|
| ASSOCIATED COMPANIES | 23,780 | 45,026 | - |
| Big Picture 2 Films | 41 | 625 | - |
| Sport TV | 23,739 | 44,401 | - |
| JOINTLY CONTROLLED COMPANIES | 18,029 | 3,834 | 2,923 |
| Dreamia Holding BV | - | - | 2,923 |
| Dreamia SA | 2,623 | 2,465 | - |
| Finstar | 7,654 | 10 | - |
| Mstar | 14 | - | - |
| Upstar | 7,066 | 1,217 | - |
| ZAP Media | 672 | 142 | - |
| OTHER RELATED PARTIES | 10,014 | 8,734 | - |
| Banco BIC Português, S.A. | 372 | - | - |
| Centro Colombo- Centro Comercial, S.A. | 140 | 7 | - |
| Digitmarket-Sistemas de Informação,SA | 273 | 222 | - |
| EFACEC Engenharia e Sistemas | 2 1 | 1,388 | - |
| EFACEC Serviços Corporativos | 480 | - | - |
| ITRUST - Cyber Security and Intellig.,SA | 317 | 510 | - |
| Maiashopping- Centro Comercial, S.A. | 293 | 1 | - |
| MDS Corretor de Seguros, SA | 107 | - | - |
| Modelo Continente Hipermercados,SA | 704 | 81 | - |
| Norteshopping-Centro Comercial, S.A. | 121 | 6 | - |
| Olivedesportos - Publicidade, Televisão e Media | - | 3,792 | - |
| RACE-Refrig. & Air Condit.Engineering,SA | 99 | 321 | - |
| SC - Sociedade de Consultoria, SA | 171 | - | - |
| Sierra Portugal, SA | 510 | (5) | - |
| 682 | - | - | |
| UNITEL S.a.r.l. | 2,468 | 1,564 | - |
| UNITEL T+ Telecomunicações, S.A. | 179 | 290 | - |
| Worten-Equipamento para o Lar,SA | 1,679 | 540 | - |
| Other related parties | 1,398 | 18 | - |
| 51,823 | 57,594 | 2,923 |
| SERVICES RENDERED | SUPPLIES AND EXTERNAL SERVICES |
INTEREST GAINS INTEREST LOSSES |
||
|---|---|---|---|---|
| SHAREHOLDERS | ||||
| Banco BPI | ||||
| ASSOCIATED COMPANIES | 959 | 39,628 | - | - |
| Big Picture 2 Films | 69 | 1,271 | - | - |
| Sport TV | 890 | 38,357 | - | - |
| JOINTLY CONTROLLED COMPANIES | 8,129 | (178) | 70 | - |
| Dreamia Holding BV | - | - | 70 | - |
| Dreamia SA | 1,870 | (201) | - | - |
| Finstar | 4,665 | - | - | - |
| MSTAR | 17 | - | - | - |
| Upstar | 1,446 | 2 4 | - | - |
| ZAP Media | 132 | - | - | - |
| OTHER RELATED PARTIES | 13,398 | 10,141 | - | 45 |
| Banco BIC Português, S.A. | 770 | - | - | - |
| Cascaishopping- Centro Comercial, S.A. | 7 | 385 | - | - |
| Centro Colombo- Centro Comercial, S.A. | 8 | 1,039 | - | - |
| Centro Vasco da Gama-Centro Comercial,SA | 7 | 525 | - | - |
| Continente Hipermercados, S.A. | 164 | 19 | - | - |
| Digitmarket-Sistemas de Informação,SA | 159 | 864 | - | - |
| EFACEC Energia | 86 | 2 7 | - | - |
| EFACEC Serviços Corporativos | 557 | - | - | - |
| EFACEC Engenharia e Sistemas | 68 | - | - | - |
| Gaiashopping I- Centro Comercial, S.A. | 15 | 143 | - | - |
| ITRUST - Cyber Security and Intellig.,SA | 2 2 | 1,129 | - | - |
| Maiashopping- Centro Comercial, S.A. | 9 | 156 | - | - |
| Modelo Continente Hipermercados,SA | 1,766 | 6 | - | - |
| MDS Corretor de Seguros, SA | 271 | 61 | - | - |
| Norteshopping-Centro Comercial, S.A. | 8 | 717 | - | - |
| SC-Consultadoria,SA | 619 | - | - | - |
| SDSR - Sports Division SR, S.A. | 137 | - | - | - |
| SFS, Gestão e Consultoria, S.A. | 3 | 236 | - | - |
| Sonae Arauco Portugal, S.A. | 219 | - | - | - |
| Sonae Financial Services, S.A. | 145 | - | - | - |
| Sierra Portugal, SA | 1,396 | 131 | - | - |
| Solinca - Health & Fitness, SA | 210 | - | - | - |
| 1,908 | - | - | - | |
| UNITEL S.a.r.l. | 1,779 | 324 | - | - |
| We Do Consulting-SI,SA | 264 | 3,118 | - | - |
| Worten-Equipamento para o Lar,SA | 1,234 | 732 | - | - |
| Other related parties | 1,569 | 530 | - | 45 |
| 22,487 | 49,592 | 7 0 | 45 |
| ACCOUNTS RECEIVABLES AND PREPAID EXPENSES |
ACCOUNTS PAYABLE AND DEFERRED INCOME |
BORROWINGS | |
|---|---|---|---|
| SHAREHOLDERS | 578 | (56) | - |
| BPI | 578 | (56) | - |
| ASSOCIATED COMPANIES | 6,625 | 60,589 | - |
| Big Picture 2 Films | 10 | 19 | - |
| Sport TV | 6,615 | 60,569 | - |
| JOINTLY CONTROLLED COMPANIES | 14,742 | 2,750 | 2,919 |
| Dreamia Holding BV | 73 | - | 2,907 |
| Dreamia SA | 2,042 | 1,173 | 12 |
| Finstar | 7,244 | 67 | - |
| Mstar | 10 | - | - |
| Upstar | 4,569 | 1,368 | - |
| ZAP Media | 804 | 142 | - |
| OTHER RELATED PARTIES | 12,175 | 3,135 | - |
| Banco BIC Português, S.A. | 180 | (1) | - |
| Digitmarket-Sistemas de Informação,SA | 123 | 262 | - |
| EFACEC Engenharia e Sistemas | 13 | 434 | - |
| EFACEC Serviços Corporativos | 525 | - | - |
| S21SEC Portug-Cyber Security Services,SA | 242 | 329 | - |
| Maiashopping- Centro Comercial, S.A. | 269 | 1 | - |
| Modelo Continente Hipermercados,SA | 617 | 11 | - |
| MDS Corretor de Seguros, SA | 101 | (0) | - |
| Norteshopping-Centro Comercial, S.A. | 2,952 | 7 | - |
| SC-Consultadoria,SA | 372 | - | - |
| Sierra Portugal, SA | 605 | (8) | - |
| 640 | - | - | |
| SDSR - Sports Division SR, S.A. | 103 | (0) | - |
| UNITEL S.a.r.l. | 2,716 | 1,793 | - |
| Worten-Equipamento para o Lar,SA | 1,437 | 332 | - |
| Other related parties | 1,281 | (25) | - |
| 34,121 | 66,419 | 2,919 |
| SERVICES RENDERED | SUPPLIES AND EXTERNAL SERVICES |
INTEREST GAINS |
|
|---|---|---|---|
| SHAREHOLDERS | 690 | - | - |
| BPI | 690 | - | - |
| ASSOCIATED COMPANIES | 641 | 33 262 | - |
| Big Picture 2 Films | 59 | 1 333 | - |
| Sport TV | 582 | 31 928 | - |
| JOINTLY CONTROLLED COMPANIES | 7 436 | 163 | 69 |
| Dreamia Holding BV | - | 57 | |
| Dreamia SA | 1 976 | 73 | 12 |
| Finstar | 4 966 | - | - |
| MSTAR | 8 | - | - |
| Upstar | 354 | 9 0 | - |
| ZAP Media | 132 | - | - |
| OTHER RELATED PARTIES | 13 990 | 6 344 | - |
| Banco BIC Português, S.A. | 856 | - | |
| Cascaishopping- Centro Comercial, S.A. | 7 | 305 | - |
| Centro Colombo- Centro Comercial, S.A. | 8 | 682 | - |
| Continente Hipermercados, S.A. | 166 | 20 | - |
| Digitmarket-Sistemas de Informação,SA | (7) | 783 | - |
| EFACEC Serviços Corporativos | 754 | - | - |
| EFACEC Engenharia e Sistemas | 28 | 750 | |
| Gaiashopping I- Centro Comercial, S.A. | 7 | 155 | - |
| S21SEC Portug-Cyber Security Services,SA | 23 | 1 393 | - |
| Modelo Continente Hipermercados,SA | 1 865 | 4 8 | - |
| MDS Corretor de Seguros, SA | 387 | - | - |
| Norteshopping-Centro Comercial, S.A. | 2 592 | 522 | - |
| PHARMACONTINENTE - Saúde e Higiene, S.A. | 139 | - | - |
| SC-Consultadoria,SA | 512 | - | - |
| SFS, Gestão e Consultoria, S.A. | 3 | 121 | - |
| Sonae Arauco Portugal, S.A. | 193 | - | - |
| Sierra Portugal, SA | 1 226 | 4 5 | - |
| Solinca - Health & Fitness, SA | 185 | - | - |
| 1 690 | - | - | |
| SDSR - Sports Division SR, S.A. | 164 | - | - |
| UNITEL S.a.r.l. | 131 | 101 | - |
| Centro Vasco da Gama-Centro Comercial,SA | 8 | 340 | - |
| Worten-Equipamento para o Lar,SA | 1 645 | 622 | - |
| Other related parties | 1 409 | 457 | - |
| 22 756 | 39 768 | 69 |
The Company regularly performs transactions and signs contracts with several parties within the NOS Group. Such transactions were performed on normal market terms for similar transactions, as part of the contracting companies' current activity.
the heading "Other related parties" the balances and transactions with entities whose amounts are less than 100 thousand euros.
• NOS SA, NOS Açores and NOS Madeira brought actions for judicial decisions in respect of the payment of the Annual Fee of Activity (for 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017, 2018 and 2019) as Electronic Communications Services Networks Supplier, and furthermore the refund of the amounts that meanwhile were paid within the scope of the mentioned acts of settlement was requested. The settlements for the year 2018 were impugned in the first semester of 2019. The settlements of the year 2019 were impugned until the final of first semester of 2020.
The settlement amounts are, respectively, as follows:
This fee is a percentage decided annually by A electronic communications revenues. NOS SA, NOS Açores and NOS Madeira claim, namely: i) addition to defects of unconstitutionality and illegality, related to the inclusion in the cost accounting of ANACOM of the provisions made by the latter, due to judicial proceedings against the latter (including these appeals of the activity rate) and ii) that only revenues from the electronic communications business per se, subject to regulation by ANACOM, should be considered for the purposes of the application of the percentage and the calculation of the fee payable, and that revenues from television content should be excluded.
Six sentences on the matter were given, within the scope of the contestation of the annual rate of 2009 (Ex-ZON), 2010 (Ex-ZON in April 2018 and NOS Madeira in may 2020), 2011 (Nos Madeira in May 2020) and 2012 (Ex-ZON and Ex-Optimus, in September 2017 and May 2018, respectively). The first judgment ruled in favour of the respective contestation, only based on lack of prior hearing, but ordered ANACOM to pay interest. ANACOM submitted an appeal concerning that decision, but the Court of Appeal declined it by decision in July 2013. The five remain decisions judge also, in turn, ruled in favour of the respective contestations, but, this time for fundamental reasons, annulled the contested act by unlawfulness with the legal consequences, namely imposing the refund of the tax that was paid but still not refunded to NOS and ordering ANACOM to pay compensatory interest. These decisions were the subject of an appeal from ANACOM to the Tribunal Central Administrativo Sul (Central Administrative Court South), where it is pending, or, as for the 2 most recent, await final decision.
The remaining proceedings are awaiting trial and/or decision.
NOS is preparing its written defence and only after its presentation, can the AdC decide on a conviction or acquittal, being the Board of Directors' conviction, taking into account the elements it knows, that will be able to demonstrate the various arguments in favour of its defence.
During the course of the 2003 to 2020 financial years, some companies of the NOS Group were the subject of tax inspections for the 2001 to 2018 financial years. Following these inspections, NOS SGPS, as the controlling company of the Tax Group, and companies not covered by Tax Group, were notified of the corrections made to the Group's tax losses, to VAT and stamp tax and to make the payments related to the corrections made to the above exercises. The total amount of the notifications unpaid is about 28.9 million euros, added interest, and charges. These settlement notes, which totally were contested, are the respective lawsuits in progress.
Based on the advice obtained from the process representatives and tax consultants, the Board of Directors maintains the belief in a favourable outcome, which is why these proceedings are maintained in court. However, in accordance with the principle of prudence, an assessment of the group's level of exposure to these proceedings is made periodically, in the light of the evolution of case law, and consequently the provisions recorded for this purpose are adjusted. The Group provided the bank guarantees demanded by the tax authorities, in connection with these proceedings, as stated in Note 41.
• In 2011, MEO brought against NOS SA, in the Judicial Court of Lisbon, a claim for the compensation of 10.3 million of Euros, as compensation for alleged unauthorized portability of NOS SA in the period between March 2009 and July 2011. NOS SA presented its defence and reply, and the Court ordered an expert opinion, which was, meanwhile, deemed without effect. The discussion and trial hearing took place at the end of April and beginning of May 2016, and a judgment was rendered in September of the same year, which considered the action to be partially justified, based not on the occurrence of improper portability, which the Court has determined to restrict itself to those which do not correspond to the will of the proprietor, but of mere delay in sending the documentation by the Recipient Carrier (NOS) to the Holding Provider (MEO). In that regard, it sentenced NOS to the payment of approximately 5.3 million euros to MEO, a decision of which only NOS appealed to the Lisbon Court of Appeal. MEO, on the other hand, was satisfied with the decision and did not appeal against the part of the sentence that acquitted the NOS of the requests for compensation that it
formulated - in the amount of approximately 5.0 million euros - regarding alleged improper portabilities. This Court, in the first quarter of 2018, upheld the decision of the Court of First Instance, except for interests, in which it gave reason to the claims of NOS, in the sense that interests should be counted from the citation to the action and not from the due date of the invoices. NOS filed an extraordinary appeal with the Supreme Court of Justice (SCJ), that appeal which found that the facts established by the Lower Courts were insufficient to resolve on the substance of the case. Consequently, the SCJ ordered that the court under appeal should amplify the facts. The case was transferred to the Court of Appeal and from the latter to the Court of First Instance for the extension of the facts in the terms intended by the STJ. In November 2019, the Court of First Instance granted the parties the possibility of requesting the production of supplementary evidence on the subject of the extension, with NOS requesting an expert examination and the repetition of testimonial evidence. In February 2020, the Court considered that the expansion of the matter of fact leads to the need to obtain new evidence, which requires the analysis of the information relating to all portabilities that serve as the basis for the process, determining the carrying out of expert evidence for that purpose. The process awaits the appointment of the expert.
convicted for the same offences by ANACOM, however, it is not possible to determine the outcome of the action.
In March 2018, NOS was notified of a lawsuit brought by DECO against NOS, MEO and NOWO, in which a declaration of nullity of the obligation to pay the price increases imposed on customers at the end of 2016 is requested. In April and May 2018, the operators, including NOS, lodged a defence. declared itself incompetent to hear the case, whereas the Central Civil Court of the same Court had jurisdiction to hear the case. Referring the case to the Central Court, a prior hearing was scheduled for October 8, 2019, which was then cancelled due to the judge declaring himself unable to hear the case. The process has already been redistributed and the previous hearing was scheduled for April 2020. However, in view of the contingency period in which we find ourselves, the above mentioned judicial procedure was cancelled and rescheduled for September 2020. The Board of Directors is convinced that the arguments used by the author are not justified, which is why it is believed that the outcome of the proceeding should not result in significant impacts for the Group's financial statements.
At 31 December 2019, accounts receivable and accounts payable include 37,139,253 euros and 43,475,093 euros, respectively, resulting from a dispute between the subsidiary NOS SA and, essentially, the operator MEO Serviços de Comunicação e Multimédia, S.A. (previously named TMN Telecomunicações Móveis Nacionais, S.A.), in relation to the non-definition of interconnection tariffs of 2001. In what concerns to that dispute with MEO, the result was totally favourable to NOS S.A., having already become final.
The general conditions that affect the agreement and termination of this contract between NOS and its clients, establish that if the products and services provided by the client can no longer be used prior to the end of the binding period, the client is obliged to pay damages immediately.
In 2020, due to the foreseeable sharp reduction in the collection of these penalties, as a direct consequence of the slowdown in the Portuguese economy due to the measures adopted to combat the new coronavirus COVID-19, NOS recognised expected credits losses to all penalties billed to customers and not provisioned, in the amount of approximately 7.0 million euros (Note 38).
At 30 June 2020, the amounts billed and to be received from these indemnities amount to 110.7 million euros.
On 23 April 2014, the General Meeting approved the Regulation on Short and Medium-Term Variable Remuneration, which establishes the terms of the Share Incentive Scheme ("NOS Plan"). This plan aimed at more senior employees with the vesting taking place three years being awarded, assuming that the employee is still with the company during that period.
At 30 June 2020, the unvested plans are:
| NUMBER OF | |
|---|---|
| SHARES | |
| NOS PLAN | |
| Plan 2018 | 920,721 |
| Plan 2019 | 786,731 |
| Plan 2020 | 1,459,075 |
During the semester ended on 30 June 2020, the movements that occurred in the plans are detailed as follows:
| NOS PLAN 2017 |
NOS PLAN 2018 |
NOS PLAN 2019 |
NOS PLAN 2020 |
TOTAL | |
|---|---|---|---|---|---|
| BALANCE AS AT 31 DECEMBER 2019: | 856,299 | 866,098 | 739,162 | - | 2,461,559 |
| MOVEMENTS IN THE PERIOD: | |||||
| Awarded | - | - | - | 1,364,152 | 1,364,152 |
| Vested | (855,334) | (4,985) | (3,025) | (2,899) | (866,243) |
| Cancelled / elapsed / corrected (1) | (965) | 59,608 | 50,594 | 97,822 | 207,058 |
| BALANCE AS AT 30 JUNE 2020 | - | 920,721 | 786,731 | 1,459,075 | 3,166,526 |
(1) Refers mainly to correction made for dividends paid, exit of employees not entitled to the vesting of shares and other adjustments resulting from the way the shares are vested.
The share plans costs are recognised over the year between the awarding and vesting date of those shares. The responsibility is calculated taking into consideration the share price at award date of each plan, for plans settled in shares, or at the closing date, for plans settled in cash. As at 30 June 2020, the outstanding responsibility related to these plans is 4,460 thousand euros and is recorded in Reserves, for an amount of 3,564 thousand euros, for plans liquidated in shares and in Accrued expenses, for an amount of 896 thousand euros, for plans liquidated in cash.
The costs recognised in previous years and in the period, and its liabilities are as follows:
| ACCRUED EXPENSES |
RESERVES | TOTAL | |
|---|---|---|---|
| Costs recognised in previous years related to plans as at 31 December 2019 | 1,443 | 4,891 | 6,334 |
| Costs of plans vested in the period | - | (3,920) | (3,920) |
| Costs incured in the period and others | (547) | 2,593 | 2,046 |
| TOTAL COST OF THE PLANS | 896 | 3,564 | 4,460 |
Exceptionally, in the first semester of 2020, the plans to be settled in cash due in the year, were paid in shares.
share wholesale international voice and SMS services, which were previously provided by NOS ICS.
With this transaction NOS will increase its focus on its core telecom business whilst optimizing the underlying cost structure for international voice and SMS traffic.
Completion of this agreement occurred on 29 June 2020. The sale price amounts to 9.6 million euros and the receipt of 5.5 million euros will take place over 5 years (Note 12).
During the period ended on 30 June 2020, resulting from the sale of NOS ICS and the respective classification of the company as a discontinued operating unit, the comparative periods, in the consolidated income statement, were restated.
In the semesters ended on 30 June 2019 and 2020, the contributions to the results of this discontinued operating unit are as follows:
| 6M 19 | 6M 20 | |
|---|---|---|
| REVENUES: | 60 215 | 51 788 |
| COSTS, LOSSES AND GAINS: | ||
| Wages and salaries | 153 | 122 |
| Direct costs | 59 355 | 50 864 |
| Supplies and external services | 170 | 213 |
| Taxes | - | 242 |
| Depreciation, amortisation and impairment losses | - | 3 |
| 59 678 | 51 444 | |
| INCOME BEFORE FINANCIAL RESULTS AND TAXES | 537 | 344 |
| Net foreign exchange losses / (gains) | - | (9) |
| Net other financial expenses / (income) | - | 1 |
| - | (8) | |
| INCOME BEFORE TAXES | 537 | 352 |
| Capital gain on disposal of the discontinued unit | - | 6 151 |
| Income taxes | 121 | 96 |
| NET CONSOLIDATED INCOME FROM DISCONTINUED OPERATIONS | 416 | 6 407 |
| EARNINGS PER SHARES | ||
| Basic - euros | 0,00 | 0,00 |
| Diluted - euros | 0,00 | 0,00 |
In the period ended on 30 June 2020, cash flows from operating activities amounted to 2.3 million euros.
In the period ended on 30 June 2020, the net cash flows generated from the sale of the company are:
On 14 April 2020, NOS Comunicações, SA and Cellnex Telecom, SA entered into an agreement whose purpose is to transfer to Cellnex the shares representing the entire share capital of NOS Towering, SA, encompassing the disposal of approximately 2,000 sites (towers and rooftops).
On the same date, the parties entered into a long-term agreement to whereby Cellnex will provide the NOS Group with active network hosting over the passive infrastructure acquired, for a period of 15 years, automatically renewed for equal periods. In addition, this agreement foresees a perimeter increase of up to 400 additional sites over the next 6 years.
The execution of these agreements is subject to the verification of the usual conditions in this type of transaction, notably, if applicable, the non-opposition by the Competition Authority (Note 48).
The potential value of the agreements to be reached over a 6-year period is 550 million euros, with an upfront payment of approximately 375 million euros. The expected impact on pro forma operating cash flow for NOS in year 1 is approximately 22 million euros.
This agreement will enable NOS to continuously optimize and expand its state-of-the-art mobile network, while reinforcing its ability to invest in the long-term value of the company. By joining forces with Cellnex in Portugal, through this strategic partnership, NOS ensures the supply of current and future needs of its passive mobile infrastructure. In addition to this agreement, NOS will continue to pursue other investment efficiency opportunities. The approval of this transaction, which constitutes a sale and lease back, occurred after the date of the statement of financial position.
The operation of the sale of NOS Towering will configure, from an accounting point of view and for the purposes of consolidated accounts, a sale and lease back.
At 31 December 2019 and 30 June 2020, contributions to the statement of the financial position of the assets and liabilities of discontinued operating units held for sale have the following composition:
| 31-12-2019 | 30-06-2020 |
|---|---|
| ASSETS | |
| NON - CURRENT ASSETS | |
| Tangible assets - |
84,785 |
| Rights of use - |
28,870 |
| Deferred income tax assets - |
6,344 |
| TOTAL NON - CURRENT ASSETS - |
119,999 |
| CURRENT ASSETS: | |
| Accounts receivable - |
788 |
| Prepaid expenses - |
647 |
| Cash and cash equivalents - |
13 |
| TOTAL CURRENT ASSETS - |
1,448 |
| TOTAL ASSETS - |
121,447 |
| LIABILITIES | |
| NON - CURRENT LIABILITIES | |
| Borrowings - |
29,594 |
| Provisions - |
14,902 |
| TOTAL NON - CURRENT LIABILITIES - |
44,496 |
| CURRENT LIABILITIES: | |
| Borrowings - |
6,602 |
| Accounts payable - |
6,533 |
| TOTAL CURRENT LIABILITIES - |
13,135 |
| TOTAL LIABILITIES - |
57,631 |
With the emergence, spread and infection of the new coronavirus COVID-19, several measures were taken to contain the virus with very significant estimated impacts on the Portuguese economy, as well as in other economies, namely, limitations on travel rights and closure of several facilities and establishments.
As a result of the population's confinement measures, people and companies were and are being forced to adapt to a new reality, transforming the way they work and the way we socialize.
In the uncertainty posed by this threat, it is essential that companies design and implement, in a timely manner, structured and efficient contingency plans that guarantee employee protection and business continuity or that, at least, mitigate the resulting effects.
In this context, from the very first moment, NOS has a permanent COVID-19 Monitoring Office, whose mission is to provide the organization with the necessary conditions to manage this risk, as well as to analyse and monitor the evolution of the different phases. The main objectives of the COVID-19 Monitoring Office are to ensure that NOS, its Companies, its Employees and Partners are prepared to face the COVID-19 Pandemic, in order to:
i. Minimize the health impact to employees and to all those with whom they;
ii. Guarantee business continuity, ensuring the provision of services considered critical, for which it is necessary to certify the availability of key resources - employees, suppliers, agents, partners, etc. and the need to adapt to the specific requirements of clients.
Both objectives are supported by a coherent and structured communication on the topic with the different stakeholders and a high level articulation with official authorities, in particular with the General Health Directorate.
Our main concern is of course the health and well-being of all our employees. To ensure employee health and safety and business continuity, from an early stage we implemented a number of protective measures such as remote work practices, on site personal protection, travel restrictions to employees and visitors and also restrictions to participate in non-essential events and meetings and reinforced hygiene measures.
We are committed to support our customers during the current COVID-19 public health crisis. At a time when many Portugueses are changing their habits and routines and working remotely, keeping our customers connected is the main objective of NOS. To this end, we facilitate access to services, through data offers, suspension of monthly payment of premium sports channels, reinforcement of the ability to implement business services and guaranteeing a safe and secure service in our stores, in order to safeguard our customers, employees and partners. The NOS Telecommunications Network supports a set of basic services of our society, which include our National Health System. In this context of global health emergency, the maintenance of Portuguese communications is a fundamental task.
Prudent liquidity risk management implies maintaining an adequate level of cash and cash equivalents to meet assumed liabilities, associated with the negotiation of credit lines with financial institutions.
For this reason, during the first quarter of 2020, NOS contracted 280 million euros in new credit lines, of which 100 million euros were used to settle credit lines that were due in 2020, subsequently refinanced, and 180 million euros reinforced the availability of liquidity (Note 23).
At 30 June 2020, the average maturity of the group's financing is 2.7 years, with no non-compliance with the covenants due to the reduction in results projected for this year, being expected.
Credit risk is essentially related to credit for services provided to customers, monitored on a regular business basis and for which expected credit losses are determined considering: i) the customer's risk profile; ii) the average receipt period; iii) the client's financial condition; and iv) future perspective of the evolution of the collections.
In the semester ended on 30 June 2020, as a direct consequence of the slowdown in the Portuguese economy due to the measures adopted to combat the new coronavirus COVID-19, the company recognized extraordinary expected credit losses of 28.2 million euros (Note 38) , incorporating, in the projection model of future collections, the new projections released by Banco de Portugal for GDP growth and Unemployment rate for the next 3 years.
This is a situation of uncertainty and very dynamic, which makes it extremely difficult to estimate impacts, which always have to consider several scenarios and countless variables. Evidence of this difficulty is the historical drops and sharp volatility of exchanges, all over the world; the great variations that occurred in the last quarters of the future projections of macroeconomic indicators, as well as the disparity of these projections between the various agencies.
The impacts on NOS were already felt in the results of the first semester of 2020, with a drop in revenues, consolidated EBITDA and operational cash-flows of 7.6% (-54.9 million euros); -6.3% (- 20.0 million euros) and -6.6% (-7.5 million euros), respectively, which shows a reduction in activity in:
On the other hand, the projections made for the Portuguese economy, led to a reassessment of projections and estimates, which resulted in the reinforcement, in the first quarter of 2020, of impairments of accounts receivable (28.2 million euros) and other costs recognised, related to onerous contracts (10.8 million euros) (Note 38), as well as the recording of impairments in the item 5 million euros (Note 35). A review of the impairment tests was also carried out, with no evidence of impairment being concluded, either in Goodwill or in other types of assets.
In terms of the projection of future impacts, these will depend on the extent, namely timing, of the spread of the virus and the respective containment measures, making it difficult to predict the scale of the impact, in the knowledge, however, that it will occur in the areas mentioned above. NOS
'capital structure is within the 2x Net Financial Debt / EBITDA After Leasings Payments (EBITDA - Leasings Payments (Capital and Interest)) threshold, so the Board of Directors believes that the company will overcome the negative impacts caused by this crisis, without jeopardizing business continuity, this conviction is demonstrated with the maintenance of the shareholders' remuneration policy with the payment of dividends on 3 July 2020.
On 4 April 2020, SONAECOM, SGPS, SA, holder of 50% of the capital of ZOPT, SGPS, SA (hereinafter Investigation Court of Lisbon (hereinafter Tribunal) to proceed to the preventive seizure of 26.075% of the share capital of NOS, SGPS, SA, corresponding to half of the shareholding in NOS held by ZOPT and, indirectly, by the companies Unitel International Holdings, BV and Kento Holding Limited
Under the terms of the aforementioned decision, the foreclosed shares are deprived of the exercise of voting rights and the right to receive dividends, the latter of which must be deposited with Caixa Geral de Depósitos, S.A. at the court's discretion.
The other half of ZOPT's participation in NOS share capital, corresponding to an identical percentage of 26.075% - and which, at least in line with the criterion used by the Court, embodies the 50% held in ZOPT by SONAECOM - was not subject to seizure, nor the rights attached to it were subject to any limitation.
Additionally, on 12 June 2020, ZOPT was notified of the order issued by the Lisbon Central Criminal Investigation Court, which authorizes it to exercise the voting right corresponding to the 26.075% of NOS share capital preventively seized under the aforementioned Court order.
At 1 July 2020, Banco BPI, S.A. announced that it now holds a percentage of voting rights inherent to 5.01% shares.
At 3 July 2020, NOS payment of the dividends distributed was made (Note 21.4).
At 7 July 2020, the Competition Authority announced its non-opposition to the NOS Towering alignment operation (Note 46).
These financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IAS / IFRS) as adopted by the European Union and the format and disclosures required by those Standards, some of which may not conform to or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
| SHARE | PERCENTAGE OF OWNERSHIP | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEADQUARTERS | PRINCIPAL ACTIVITY | HOLDER | EFFECTIVE | DIRECT | EFFECTIVE |
| Lisbon | 30-06-2019 30-06-2020 | 30-06-2020 | ||||
| NOS, SGPS, S.A. (Holding) | Management of investments | - | - | - | - | |
| Fundo de Capital de Risco N5G (a) | Lisbon | Movies exhibition | NOS | - | 100% | 100% |
| Empracine - Empresa Promotora de Atividades Cinematográficas, Lda. |
Lisbon | Invest and support the development of companies that aim to commercialize technologies and products that result from scientific and technological research |
Lusomundo SII |
100% | 100% | 100% |
| Lusomundo - Sociedade de investimentos imobiliários SGPS, SA |
Lisbon | Management of Real Estate | NOS | 100% | 100% | 100% |
| Lusomundo Imobiliária 2, S.A. | Lisbon | Management of Real Estate | Lusomundo SII |
100% | 100% | 100% |
| Lusomundo Moçambique, Lda. | Maputo | Movies exhibition and commercialization of other public events | NOS Cinemas |
100% | 100% | 100% |
| NOS Sistemas, S.A. ('NOS Sistemas') | Lisbon | Rendering of consulting services in the area of information systems |
NOS SA | 100% | 100% | 100% |
| NOS Sistemas España, S.L. | Madrid | Rendering of consulting services in the area of information systems |
NOS SA | 100% | 100% | 100% |
| NOS Açores Comunicações, S.A. | Ponta Delgada Distribution of television by cable and satellite and operation of telecommunications services in the Azores area |
NOS SA | 84% | 84% | 84% | |
| NOS Audiovisuais, SGPS, S.A. | Lisbon | Management of social participations in other companies as an indirect form of economic activity |
NOS | 100% | 100% | 100% |
| NOS Communications S.à r.l (b) | Luxembourg | Management of investments | NOS | 100% | 100% | 100% |
| NOS Comunicações, S.A. | Lisbon | Implementation, operation, exploitation and offer of networks and rendering services of electronic comunications and related resources; offer and commercialisation of products and equipments of electronic communications |
NOS | 100% | 100% | 100% |
| NOS Corporate Center, S.A. (c) | Lisbon | Service rendered of business support and management and administration consultancy services, including accounting, logistics, administrative, financial, tax, human resources services and any other services that are subsequent or related to previous activities. The company may also perform any other services. activities that are complementary, subsidiary or ancillary to those referred to in the preceding paragraph, directly or through participation in any other form of association, temporary or permanent, with other companies and / or other entities governed by public or private law. |
NOS SA | - | 100% | 100% |
| NOS Inovação, S.A. | Matosinhos | Achievement and promotion of scientific activities and research and development as well as the demonstration, dissemination, technology transfer and formation in the fields of services and information systems and fixed solutions and last generation mobile, television, internet, voice and data, and licensing and engineering services and consultancy |
NOS | 100% | 100% | 100% |
| NOS International Carrier Services, S.A. (d) | Lisbon | Service rendered and exploitation of electronic communications, namely, service rendered of national and international voice and SMS traffic transport services, as well as associated support signaling. The company may also perform any other activities that are complementary, subsidiary or ancillary. referred to in the preceding paragraph, directly or through participation in any other forms of association, temporary or permanent, with other companies and / or other entities governed by public or private law. |
NOS SA | - - | - | |
| NOS Internacional, SGPS, S.A. | Lisbon | Management of social participations in other companies as an indirect form of economic activity |
NOS | 100% | 100% | 100% |
| NOS Lusomundo Audiovisuais, S.A. | Lisbon | Import, distribution, commercialization and production of audiovisual products |
NOS Audiovisuais |
100% | 100% | 100% |
| NOS Lusomundo Cinemas , S.A. | Lisbon | Movies exhibition and commercialization of other public events | SGPS NOS |
100% | 100% | 100% |
| NOS Lusomundo TV, Lda. | Lisbon | Movies distribution, editing, distribution, commercialization and production of audiovisual products |
NOS Audiovisuais |
100% | 100% | 100% |
| NOS Madeira Comunicações, S.A. | Funchal | Distribution of television by cable and satellite and operation of | NOS SA | 78% | 78% | 78% |
| NOSPUB, Publicidade e Conteúdos, S.A. | Lisbon | telecommunications services in the Madeira area Comercialization of cable tv contents |
NOS | 100% | 100% | 100% |
| Construção e Gestão de Redes de Comunicações, S.A. ('Artis') |
Matosinhos | Design, construction, management and exploitation of electronic communications networks and their equipment and infrastructure, management of technologic assets and rendering of related services |
NOS SA | 100% | 100% | 100% |
| Lisbon | Implementation, installation and exploitation of towers and other | NOS SA | 100% | 100% | 100% | |
| NOS Wholesale, S.A. (c) | Lisbon | sites for the instalment of telecommunications equipment Trade, service rendered and exploitation of wholesale offerings of national and international electronic communications services and related services, namely information and communication technology services Rendering of consulting services and support to contract management in roaming business. The organization of the material and human resources necessary for the commercialization, promotion and operation of electronic communications networks and circuits. The company may also perform any other activities that are complementary, subsidiary or ancillary to those referred to in the preceding paragraphs, directly or through participation in any other form of association, temporary or permanent, with other companies and / or other entities governed by public or private |
NOS SA | 0% | 100% | 100% |
| Lisbon | Purchase, sale, renting and operation of property and commercial | NOS SA | 100% | 100% | 100% | |
| ('Per-Mar') Sontária - Empreendimentos Imobiliários, S.A. ('Sontária') |
Lisbon | establishments Realisation of urbanisation and building construction, planning, urban management, studies, construction and property management, buy and sale of properties and resale of purchased |
NOS SA | 100% | 100% | 100% |
| Teliz Holding B.V. (b) | Amsterdam | for that purpose Management of group financing activities |
NOS | 100% | 100% | 100% |
| (a) Fund subscription in December 2019 |
(b) On 1st October 2019, the company NOS Communications S.à r.l. changed its headquarters to Lisbon and changed its name to Nos Property, S.A..
(c) Constitution on 1st August 2019, by split of NOS Comunicações, S.A
(d) Company disposed on 29 June 2020
| COMPANY | HEADQUARTERS | PRINCIPAL ACTIVITY | SHARE HOLDER |
PERCENTAGE OF OWNERSHIP | ||
|---|---|---|---|---|---|---|
| EFFECTIVE | DIRECT | EFFECTIVE | ||||
| 30-06-2019 30-06-2020 30-06-2020 | ||||||
| Big Picture 2 Films, S.A. | Oeiras | Import, distribution, commercialization and production of audiovisual products |
NOS Audiovisuais |
20.00% | 20.00% | 20.00% |
| Big Picture Films, S.L. | Madrid | Distribution and commercialization of movies | Big Picture 2 Films, S.A. |
20.00% | 100.00% | 20.00% |
| Sport TV Portugal, S.A. | Lisbon | Conception, production, realization and commercialization of sports programs for telebroadcasting, purchase and resale of the rights to broadcast sports programs for television and provision of publicity services |
NOS | 25.00% | 25.00% | 25.00% |
| COMPANY | HEADQUARTERS | PRINCIPAL ACTIVITY | SHARE HOLDER |
PERCENTAGE OF OWNERSHIP | ||
|---|---|---|---|---|---|---|
| EFFECTIVE | DIRECT | EFFECTIVE | ||||
| 30-06-2019 30-06-2020 | 30-06-2020 | |||||
| Dreamia Holding B.V. | Amsterdam | Management of investments | NOS Audiovisuais |
50.00% | 50.00% | 50.00% |
| Dreamia - Serviços de Televisão, S.A. | Lisbon | Conception, production, realization and commercialization of audiovisual contents and provision of publicity services |
Dreamia Holding BV |
50.00% | 100.00% | 50.00% |
| FINSTAR - Sociedade de Investimentos e Participações, S.A. |
Luanda | Distribution of television by satellite, operation of telecommunications services |
Teliz Holding B.V. |
30.00% | 30.00% | 30.00% |
| MSTAR, SA | Maputo | Distribution of television by satellite, operation of telecommunications services |
NOS | 30.00% | 30.00% | 30.00% |
| Upstar Comunicações S.A. | Vendas Novas | Electronic communications services provider, production, commercialization, broadcasting and distribution of audiovisual contents |
NOS | 30.00% | 30.00% | 30.00% |
| ZAP Media S.A. | Luanda | Projects development and activities in the areas of entertainment, telecommunications and related technologies, the production and distribution of the contents and the design, implementation and operation of infrastructure and related facilities |
FINSTAR | 30.00% | 100.00% | 30.00% |
| ZAP Cinemas, S.A. (a) | Luanda | Projects development and activities in the areas of entertainment, telecommunications and related technologies, the production and distribution of the contents and the design, implementation and operation of infrastructure and related facilities |
FINSTAR | 30.00% | - | - |
| ZAP Publishing, S.A. (a) | Luanda | Projects development and activities in the areas of entertainment, telecommunications and related technologies, the production and distribution of the contents and the design, implementation and operation of infrastructure and related facilities |
ZAP Media | 30.00% | - | - |
(a) Companies liquidated and dissolved in December 2019
Financial investments whose participation is less than 50% were considered as joint arrangements due to shareholder agreements that confer joint control.
| COMPANY | HEADQUARTERS | PRINCIPAL ACTIVITY | SHARE HOLDER |
PERCENTAGE OF OWNERSHIP | ||
|---|---|---|---|---|---|---|
| EFFECTIVE | DIRECT | EFFECTIVE | ||||
| 30-06-2019 30-06-2020 30-06-2020 | ||||||
| Associação Laboratório Colaborativo em Transformação Digital - DTX |
Guimarães | Research applied to different areas associated with digital transformation to encourage cooperation between R&D units, educational institutions and the productive sector |
NOS Inovação, S.A. |
4.92% | 4.92% | 4.92% |
| Fundo TechTransfer | Lisboa | Invest and support the development of companies that aim to commercialize technologies and products that result from scientific and technological research |
NOS Inovação, S.A. |
- | 4.20% | 4.20% |
| Turismo da Samba (Tusal), SARL (a) | Luanda | n.a. | NOS | 30.00% | 30.00% | 30.00% |
| Filmes Mundáfrica, SARL (a) | Luanda | Movies exhibition | NOS | 23.91% | 23.91% | 23.91% |
| Companhia de Pesca e Comércio de Angola (Cosal), SARL (a) |
Luanda | n.a. | NOS | 15.76% | 15.76% | 15.76% |
| Lusitânia Vida - Companhia de Seguros, S.A ("Lusitânia Vida") |
Lisboa | Insurance services | NOS | 0.03% | 0.03% | 0.03% |
| Lusitânia - Companhia de Seguros, S.A ("Lusitânia Seguros") |
Lisboa | Insurance services | NOS | 0.02% | 0.02% | 0.02% |
(a) The financial investments in these companies are fully provisioned.
In accordance with Article 246, paragraph 1, c) of the Securities Code, the Board of Directors of NOS, SGPS, SA, whose name and roles are listed below, declare that, to their knowledge:
Lisbon, 22 July 2020
Ângelo Gabriel Ribeirinho dos Santos Paupério (Chairman of the Board of Directors)
Miguel Nuno Santos Almeida (Chairman of the Executive Committee)
José Pedro Faria Pereira da Costa (Vice President, Member of the Executive Committee)
Ana Paula Garrido de Pina Marques (Vice President, Member of the Executive Committee)
Jorge Filipe Santos Graça (Member of the Executive Committee) Luis Moutinho do Nascimento (Member of the Executive Committee)
Manuel Ramalho Eanes (Member of the Executive Committee)
Ana Rita Cernadas (Member of the Board of Directors)
António Bernardo Aranha da Gama Lobo Xavier (Member of the Board of Directors)
António Correia Teles (Member of the Board of Directors)
António Domingues (Member of the Board of Directors)
Catarina Eufémia Amorim da Luz Tavira Van-Dúnem (Member of the Board of Directors)
Cristina Marques (Member of the Board of Directors)
João Torres Dolores (Member of the Board of Directors)
Joaquim Francisco Alves Ferreira de Oliveira (Member of the Board of Directors)
José Carvalho de Freitas (Member of the Board of Directors)
Maria Cláudia Teixeira de Azevedo (Member of the Board of Directors)
(English version of the Portuguese original. In the event of discrepancy, the Portuguese original shall prevail)
Within the scope of its competences, under the terms of Article 246, Paragraph 1, c) of the Portuguese Securities Code, the Fiscal Board declares that, to its knowledge:
Lisbon, 21 July 2020
José Pereira Alves (Chairman of the Fiscal Board)
Patrícia Couto Viana (Member of the Fiscal Board)
Paulo Cardoso Correia da Mota Pinto (Member of the Fiscal Board
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