Quarterly Report • Nov 30, 2020
Quarterly Report
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| 9M20 Highlights |
|
|---|---|
| Governing | |
| Bodies | 6 |
| Manaqement Report Business Review |
7 7 |
| Consolidated Financial Review | 12 |
| Consolidated Financial Statements |
16 |
| 9M20 Highlights | 9M19 | 9M20 | 9M20 / 9M19 |
|---|---|---|---|
| Operating Highlights | |||
| Homes Passed | 4,571.1 | 4,796.0 | 4.9% |
| % FttH | 28.6% | 35.0% | 6.4pp |
| Total RGUs | 9,613.6 | 9,885.8 | 2.8% |
| Pay TV RGUs | 1,631.4 | 1,656.4 | 1.5% |
| Convergent + Integrated Customers | 914.8 | 967.6 | 5.8% |
| Fixed Convergent + Integrated Customers as % of Fixed | |||
| Access Customers | 59.1% | 61.3% | 2.2pp |
| Mobile RGUs | 4,808.8 | 4,972.0 | 3.4% |
| Residential ARPU / Unique Subscriber With Fixed Access (Euros) | 44.8 | 43.3 | (3.4%) |
| Financial Highlights | |||
| Telco Revenues | 1,034.8 | 995.5 | (3.8%) |
| Telco FRITDA | 462.1 | 449.9 | (2.6%) |
| EBITDA Margin | 44.7% | 45.2% | 0.5pp |
| Audiovisuals & Cinema Revenues | 88.4 | 41.8 | (52.7%) |
| Audiovisuals & Cinema EBITDA | 42.0 | 21.3 | (49.3%) |
| EBITDA Marqin | 47.5% | 50.9% | 3.4pp |
| Consolidated Revenues | 1,092.0 | 1,013.6 | (7.2%) |
| Consolidated EBITDA | 504.1 | 471.2 | (6.5%) |
| EBITDA Margin | 46.2% | 46.5% | 0.3pp |
| Net Income Before Associates & Non-Controlling Interests | 134.6 | 81.3 | (24.0%) |
| Net Income | 138.1 | 79.1 | (42.7%) |
| EBITDA - Total CAPEX Excluding Leasings | 229.4 | 201.6 | (7.7%) |
| Total Free Cash-Flow Before Dividends, Financial Investments and Own Shares Acquisition |
144.4 | 470.2 | 225.7% |
The impact of the COVID 19 pandemic was felt throughout 9M20, especially during 2Q20. This impact on operating and financial results was significantly less during 3Q20, although still the cause of a negative yoy comparison. These impacts during 9M20 were the absence of cinema going due to theatre closures late in 1Q20, through all of 2Q20 and with a sizeable yoy decline in attendance during 3Q20, significant decline of roaming revenues, suspension of premium sports channel billing during the COVID-related break in the Portuguese football league and the more challenging B2B environment.
| Board of Directors | |
|---|---|
| Chairman of the Board of Directors _________________________ | |
| Chairman of the Executive Committee Committee ____________________ | |
| Members of the Executive Committee _________________________ | Ana Paula Marques, Vice-Presidente Jorge Graça Luis Nascimento Manuel Ramalho Eanes |
| Members ____________________________ | 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 | |
| Patricia Couto Viana Members ____________________________ |
|
| Alternate | Paulo Mota Pinto |
| 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 __________________________ | S.A., (ROC number 178 and registered at CMVM with the number 9011, represented by Sandra e Sousa Amorim (ROC number 1213); |
| Alternate | (ROC n.º 1258) |
· The positive level of RGU performance, service take-up and strength of underlying customer revenue performance bear testament to the central role that our services play in the day to day lives of customers. Overall RGU net adds in 9M20 amounted to 198.4 thousand, reflecting an increase of 144% when compared with 9M19. Net adds were positive for all segments, with fixed Pay TV net adds of 17.7 thousand, total mobile net adds of 121 thousand and fixed broadband net adds of 37.2 thousand.
Within mobile, pre-paid net adds were negative by 10.1 thousand (-16.1 thousand in 9M19) and post-paid net adds were positive, at 131.1 thousand. In 3Q20, both posted positive net adds, driven by increased momentum from return to school campaigns leading to higher voice and mobile broadband card subscription and also by a recovery in the prepaid segment due to the reopening of main shopping venues. Within our mobile customer base, more than 60% are within converged or integrated tariffs, a reflection of a clear preference for the high value proposition associated with taking all services in a single residential offer. As with subscriber numbers, revenues generated by stand-alone personal mobile services represent less than 10% of our total telecom revenues, again demonstrating the strategic relevance of being present in the market as a full-service integrated operator, providing next generation fixed and mobile communication and entertainment.
In July, a number of offers have been launched, reinforcing our segmentation and digitalization strategy. On 14 July, we launched a new dedicated brand WOO, providing a broadband only solution for fixed 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's 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.
· We are continuously innovating with product and service launches designed to better serve our customers and enhance user experience. In July, we launched the Apple TV 4K box integrating all the features and content of our NOS UMA interface, combining the best TV offer in the market with a leading international brand in innovation and usability, for an additional 4.99€ per month. To meet the increased household needs for bandwidth and connectivity, in this new era of remote learning and working, we were the first operator in Portugal to launch Power WiFi by Plume, a simple and quick to self-install solution designed to ensure maximum broadband coverage within the home. Thanks to Adaptive WiFiTM technology by Plume, based on cloud and artificial intelligence, the WiFi signal can be extended to all rooms in the home, whatever the size or configuration, enabling multiple, simultaneous connections without interruption. The service also provides incremental network control and safety and can be monitored remotely over the mobile Plume App.
Prices vary according to layout requirements, ranging from 3€ per month for two extenders, to 6€ per month for larger homes requiring up to 4 extenders.
In line with our positioning at the forefront of the next wave of 5G technological deployment, we launched a new range of loT tariffs in September, becoming the first to offer narrowband loT for the consumer market, with tariffs designed to connect "intelligent" appliances, ready for future connection with the 5G network. All connections can be managed over the NOS App which now includes a dedicated area for customers to receive alerts and service notifications in addition to being able to pay bills and request customer support, amongst other key features. The offer launched in September is designed primarily for use in location and security-based services, and is available in prepaid, post-paid ou integrated payment options. Prices differ according to the appliance being used, and start at €2.99 per month for residential alarms and location devices and increasing to €4.49 for smartwatches.
With back to school campaigns in 3Q20 we also reinforced our personal equipment . promotions for customers, focusing on special campaigns for laptops, tablets and smartphones. Equipment sales are a growing source of revenues albeit at comparatively lower margins and represent an important source of differentiation and customer loyalty.
By comparison with the pre-lockdown period, daily sessions on our website have grown by more than 30% and on our self-care web platform by more than 50%. These data points show that a structural shift is underway in customer behaviour as they are starting to revert more and more to digital platforms, be it for self care or for transactional purposes. Our ability to accommodate this level of growth in online usage bears witness to the digital transformation programme initiated a couple of years ago to enable increased operational efficiency, leadership in customer satisfaction and long-term sustainable value creation.
Our B2B segment is posting healthy operational performance although it is not immune to the impact of the pandemic on our customers' businesses. Sources of revenue pressure in B2B have also been the material decline in roaming revenues in addition to the extension of more flexible payment terms, either in the form of longer payment terms or temporary discounts. Adjusting for these impacts, underlying revenues are performing well, with particularly encouraging progress in IT&Data services.
· We have seen a trend consolidating within companies to become more efficient and adapt to the demands of remote working models and changes in customer habits. Our differentiated value proposition positions us as a key enabler to support companies in their own digital transformation process and we have been focusing our offers, in particular, on cloud-based solutions, managed services and innovation. Along these lines, our reinforced managed service portfolio is gaining momentum as a proportion of new services acquired, namely with offers providing communication, collaborative and call centre management, business LAN/WAN management, security system management, disaster recovery management, data centre and cloud management with housing, co-location, managed hosting and laaS solutions. The momentum behind take-up of these workplace solutions is the increased demand for secure and reliable remote communications and managed services. To bolster our offers in these arenas we have secured key partnerships for cloud services with Google, Azure and AWS and launched our first edge-cloud offer with AWS (Outpost). In the smaller companies space we are already seeing very encouraging results from the launch of our first block of non-telco digital offers including Microsoft 365, thermal camera (remote temperature measurement), digital menu (targeting the hospitality segment) and digital contact centre, amongst others. Equipment sales and management are also a key element of our B2B proposition, as a provider in partnership with main suppliers. The importance of equipment management has exponentiated due to the pandemic driven change in the traditional workplace environment.
| Operating Indicators ('000) | 9M19 | 9M20 9M20 / 9M19 | |
|---|---|---|---|
| Telco (1) | |||
| Homes Passed | 4,571.1 | 4,796.0 | 4.9% |
| Total RGUs | 9,613.6 | 9,885.8 | 2.8% |
| o.w. Consumer RGUs | 8,131.5 | 8,356.3 | 2.8% |
| o.w. Business RGUs | 1,482.1 | 1,529.5 | 3.2% |
| Mobile | 4,808.8 | 4,972.0 | 3.4% |
| Pre-Paid | 2,013.1 | 1,998.1 | (0.7%) |
| Post-Paid | 2,795.6 | 2,974.0 | 6.4% |
| Pay TV Fixed Access (2) | 1,347.3 | 1,374.2 | 2.0% |
| Pay TV DTH | 284.1 | 282.2 | (0.7%) |
| Fixed Voice | 1,738.5 | 1,769.3 | 1.8% |
| Broadband | 1,402.0 | 1,451.5 | 3.5% |
| Others and Data | 32.9 | 36.5 | 11.1% |
| 3,4&5P Subscribers (Fixed Access) | 1,198.2 | 1,236.9 | 3.2% |
| % 3,4&5P (Fixed Access) | 88.9% | 90.0% | 1.1pp |
| Convergent + Integrated RGUs | 4,622.1 | 4,890.7 | 5.8% |
| Convergent + Integrated Customers | 914.8 | 967.6 | 5.8% |
| Fixed Convergent + Integrated Customers as % of Fixed Access Customers | 59.1% | 61.3% | 2.2pp |
| % Convergent + Integrated Customers | 56.1% | 58.4% | 2.3pp |
| Residential ARPU / Unique Subscriber With Fixed Access (Euros) | 44.6 | 43.4 | (2.8%) |
| Net Adds | |||
| Homes Passed | 176.7 | 183.4 | 3.8% |
| Total RGUs | 81.3 | 198.4 | 144.0% |
| o.w. Consumer RGUs | 60.0 | 160.1 | 166.9% |
| o.w. Business RGUs | 21.4 | 38.4 | 79.5% |
| Mobile | 41.1 | 121.0 | 194.3% |
| Pre-Paid | (16.1) | (10.1) | (37.2%) |
| Post-Paid | 57.2 | 131.1 | 129.1% |
| Pay TV Fixed Access | 22.8 | 18.2 | (20.3%) |
| Pay TV DTH | (14.7) | (0.5) | (96.5%) |
| Fixed Voice | 7.9 | 20.9 | 163.4% |
| Broadband | 22.9 | 37.2 | 62.5% |
| Others and Data | 1.3 | 1.7 | 31.6% |
| 3,4&5P Subscribers (Fixed Access) | 35.0 | 27.6 | (21.1%) |
| Convergent + Integrated RGUs | 139.3 | 186.2 | 33.6% |
| Convergent + Integrated Customers | 25.0 | 36.9 | 47.6% |
(1) Portuguese Operations. (2) Fixed Access Subscribers include customers served by the HFC, FTTH and ULL networks and indirect access customers.
(2) Source: ICA - Portuguese Institute For Cinema and Audiovisuals
| Profit and Loss Statement | 9M19 | 9M20 | 9M20 / 9M19 |
|---|---|---|---|
| (Millions of Euros) | |||
| Operating Revenues | 1,092.0 | 1,013.6 | (7.2%) |
| Telco | 1,034.8 | 995.5 | (3.8%) |
| Consumer Revenues | 737.2 | 728.7 | (1.2%) |
| Business Revenues | 213.0 | 210.3 | (1.3%) |
| Wholesale and Others | 84.6 | 56.5 | (33.2%) |
| Audiovisuals & Cinema (1) | 88.4 | 41.8 | (52.7%) |
| Others and Eliminations | (31.2) | (23.8) | (24.0%) |
| Operating Costs Excluding D&A | (587.9) | (542.4) | (7.7%) |
| Direct Costs | (307.7) | (274.9) | (10.7%) |
| Non-Direct Costs (2) | (280.3) | (267.5) | (4.6%) |
| FBITDA (3) | 504.1 | 471.2 | (6.5%) |
| EBITDA Margin | 46.2% | 46.5% | 0.3pp |
| Telco | 462.1 | 449.9 | (2.6%) |
| EBITDA Margin | 44.7% | 45.2% | 0.5pp |
| Cinema Exhibition and Audiovisuals | 42.0 | 21.3 | (49.3%) |
| EBITDA Margin | 47.5% | 50.9% | 3.4pp |
| Depreciation and Amortization | (298.0) | (305.2) | 2.4% |
| (Other Expenses) / Income | (14.0) | (53.9) | 284.5% |
| Operating Profit (EBIT) (4) | 192.1 | 112.1 | (41.6%) |
| Share of profits (losses) of associates and joint ventures | 2.3 | (9.1) | n.a. |
| (Financial Expenses) / Income | (19.2) | (16.6) | (13.6%) |
| Income Before Income Taxes | 175.2 | 86.4 | (50.7%) |
| Income Taxes | (38.3) | (14.3) | (62.8%) |
| Net Income Before Associates & Non-Controlling Interests | 134.6 | 81.3 | (39.6%) |
| Income From Continued Operations | 136.9 | 72.1 | (47.3%) |
| o.w. Attributable to Non-Controlling Interests | 0.2 | 0.6 | 147.5% |
| Discontinued Operations | 1.0 | 6.4 | n.a. |
| Net Income | 138.1 | 79.1 | (42.7%) |
(1) Includes cinema operations in M ozambique.
(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.
Consolidated Revenues declined by 7.2% to 1,013.6 million euros in 9M20. We recorded a marked recovery in revenues with a sequential quarterly improvement in telco revenue performance going from -7.8% in 2Q20 to -1.4% in 3Q20. Consolidated revenue growth improved from -12.1% to -6.4% in the same period, reflecting the positive telco recovery performance. Telco Revenues declined by 3.8% to 995.5 million euros in 9M20.
In 9M20, Consumer and Business revenues declined by 1.2% and 1.3% yoy respectively. Adjusting for the yoy decline in roaming out revenues, which are part of customer bills, Consumer revenues would have declined by 0.9% and Business revenues would have grown by 0.2%. These underlying trends reflect the resilience of our domestic telecom operation, with relatively little impact from the pandemic to date. Wholesale and other revenues were impacted primarily by weak roaming-in revenues and lower advertising revenues yoy. Roaming revenues decreased 47% in 9M20, representing a decline of 1.0% in Telco revenues.
Combined cinema and audiovisual revenues fell by 52.7%, with worldwide, pandemic related restrictions and recommendations resulting in the postponement of major movie premieres and people avoiding public indoor spaces. NOS Cinemas were closed from mid-March until the end of June. After reopening at the beginning of July, we are seeing very slow pick-up in spectator numbers, all of which is leading to a decline in our cinema exhibition revenues (which also include bar and merchandising sales) of 69.3% yoy, to 15.6 million euros. According to data published by the Portuguese Cinema Institute, market box office revenues fell by 71.1%, compared with NOS' decline of 70.4%. As regards our audiovisuals business, revenue decline was less at 42.2% - revenues from its lower margin, cinema distribution, activity were down by 78.9%.
Total OPEX fell by 7.7% in 9M20 to 542.4 million euros, led by a 10.7% decline in direct costs and a 4.6% decline in non-direct costs. As already explained, significant efforts are being made to compensate some of the revenue losses from the pandemic, whilst not compromising on-going commercial activity. Within Direct Costs, savings in programming, traffic and capacity costs and the lower volume of royalties paid, were offset by higher COGS on the back of increased equipment sales, and a higher level of IT related projects within the B2B segment. Non-direct costs were down by 4.6% yoy to 267.5 million euros with some of the most relevant savings being recorded in commercial and customer related costs - namely advertising, commercial outsourcing and billing and commissions - and lower levels of supplies and external services. Specifically within the cinema division, more relevant savings were achieved through rental contract renegotiations and non-renewal of temporary staff contracts.
Consolidated EBITDA fell by 6.5% yoy in 9M20 to 471.2 million euros, a fall of 32.9 million euros - around 42% of the yoy decline in operating revenues. Telco EBITDA performed much better in the period falling by just 2.6% to 449.9 million euros. As with revenues, the driver of lower consolidated EBITDA was the 49.3% decline in Audiovisuals and Cinema EBITDA to 21.3 million euros.
Net results in 9M20 were down 39.6% to 81.3 million euros reflecting a combination of lower EBITDA, a 2.4% increase in D&A due to accelerated depreciation of assets, 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, a 13.6% decrease in net financial costs and a significantly lower level of tax provision. The lower tax provision in the quarter was in part a natural result of the lower level of earnings and in part due to an increase in tax incentive recognition in 3Q20.
| CAPEX (Millions of Euros) (1) | 9M19 | 9M20 | 9M20 / 9M19 |
|---|---|---|---|
| Total CAPEX Excluding Leasing Contracts | 274.7 | 269.6 | (1.9%) |
| Telco | 254.8 | 253.3 | (0.6%) |
| % of Telco Revenues | 24.6% | 25.4% | 0.8pp |
| o.w. Technical CAPEX | 150.5 | 148.0 | (1.6%) |
| % of Telco Revenues | 14.5% | 14.9% | 0.3pp |
| Baseline Telco | 101.8 | 102.0 | 0.2% |
| Network Expansion / Substitution and Integration Projects and Others |
48.6 | 46.0 | (5.3%) |
| o.w. Customer Related CAPEX | 104.4 | 105.3 | 0.9% |
| % of Telco Revenues | 10.1% | 10.6% | 0.5pp |
| Audiovisuals and Cinema Exhibition | 19.8 | 16.3 | (18.0%) |
| Leasing Contracts | 36.3 | 35.4 | (2.4%) |
| Total Group CAPEX | 311.0 | 305.0 | (1.9%) |
(1) CAPEX = Increase in Tangible and Intangible Fixed Assets, Contract Costs and Rights of Use
| Cash Flow (Millions of Euros) | 9M19 | 9M20 | 9M20 / 9M19 |
|---|---|---|---|
| FRITDA | 504.1 | 471.2 | (6.5%) |
| Total CAPEX Excluding Leasings | (274.7) | (269.6) | (1.9%) |
| EBITDA - Total CAPEX Excluding Leasings | 779.4 | 201.6 | (12.1%) |
| % of Revenues | 21.0% | 19.9% | (1.1pp) |
| Non-Cash Items Included in EBITDA - CAPEX and Change in Working Capital |
(8.7) | (14.7) | 68.2% |
| Leasings (Capital & Interest) (1) | (48.5) | (49.3) | 1.7% |
| Operating Cash Flow | 172.2 | 137.6 | (20.1%) |
| Interest Paid | (11.8) | (10.8) | (8.4%) |
| Income Taxes Paid | (8.8) | (20.7) | 136.1% |
| Disposals | 1.4 | 374.3 | n.a. |
| Other Cash Movements (2) | (8.6) | (10.2) | 18.5% |
| Total Free Cash-Flow Before Dividends, Financial Investments and Own Shares Acquisition |
144.4 | 470.2 | 225.7% |
| Financial Investments | 0.0 | 2.1 | n.a. |
| Acquisition of Own Shares | (3.5) | (3.3) | (5.9%) |
| Dividends | (179.6) | (142.5) | (20.7%) |
| Free Cash Flow | (38.8) | 326.5 | n.a. |
| Debt Variation Through Financial Leasing, Accruals & Deferrals & Others |
(7.6) | (4.3) | (43.3%) |
| Change in Net Financial Debt | 46.4 | (322.1) | n.a. |
(1) Includes Long Term Contracts. (2) Includes Cash Restructuring Payments and Other Cash M ovements.
| Balance Sheet (Millions of Euros) | 9M19 | 2019 | 9M20 | 9M20 / 9M19 |
|---|---|---|---|---|
| Non-current Assets | 2,521.6 | 2,534.3 | 2,488.9 | (1.3%) |
| Current Assets | 569.3 | 553.8 | 621.5 | 9.2% |
| Total Assets | 3,090.8 | 3,088.2 | 3,110.4 | 0.6% |
| Total Shareholders' Equity | 1,011.7 | 1,012.3 | 944.3 | (6.7)% |
| Non-current Liabilities | 1,265.9 | 1,333.3 | 1,456.9 | 15.1% |
| Current Liabilities | 813.3 | 742.5 | 709.1 | (12.8)% |
| Total Liabilities | 2,079.1 | 2,075.9 | 2,166.1 | 4.2% |
| Total Liabilities and Shareholders' Equity | 3,090.8 | 3,088.2 | 3,110.4 | 0.6% |
At the end of 9M20, Total Net Debt, including Leasings and Long-Term Contracts (according to IFRS16) amounted to 1,347.9 million euros. Net Financial Debt stood at 771.5 million euros with a cash and short-term investment position on the balance sheet of 180.3 million euros. The increase in Total Net Debt, as well as the decline of Net Financial Debt in 3Q20, are linked to the completion of the NOS Towering deal with Cellnex.
At the end of 9M20, NOS also had 415 million euros in unissued commercial paper programmes.
Net Financial Debt / EBITDA After Lease Payments (last 4 quarters) now stands at 1.4x. 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 all-in average cost of debt stood at 1.2% for 9M20, which compares with 1.5% for 9M19.
The average maturity of debt at the end of 9M20 was 2.6 years. Taking into account loans issued at a fixed rate and interest rate hedging operations in place, as at 30 September 2020, the proportion of NOS' issued debt paying interest at a fixed rate was approximately 70%.
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) | 9M19 | 2019 | 9M20 | 9M20 / 9M19 |
|---|---|---|---|---|
| Short Term | 171.6 | 84.6 | 97.2 | (43.4%) |
| Medium and Long Term | 948.8 | 1,021.8 | 854.6 | (9.9%) |
| Total Debt | 1,120.4 | 1,106.4 | 951.8 | (15.1%) |
| Cash and Short Term Investments | 31.2 | 12.8 | 180.3 | 478.3% |
| Net Financial Debt (1) | 1,089.3 | 1,093.6 | 771.5 | (29.2%) |
| Net Financial Debt / EBITDA after lease payments (last 4 quarters) (4) | 1.9x | 1.9x | 1.4x | n.a. |
| Leasings and Long Term Contracts | 239.8 | 253.7 | 576.4 | 140.3% |
| Net Debt | 1,329.1 | 1,347.3 | 1,347.9 | 1.4% |
| Net Debt / EBITDA | 2.1x | 2.1x | 2.2x | n.a. |
| Net Financial Gearing (3) | 57.0% | 57.3% | 59.0% | 2.0pp |
(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).
| Description | Number of Shares |
|---|---|
| Initial Balance | 2,595,541 |
| Acquisition | 1,440,000 |
| Share Incentive Scheme and Other Remuneration - Distribution | 965,940 |
| Final Balance | 3,069,601 |
(Amounts stated in thousands of euros)
| NOTES | 30-09-2019 | 31-12-2019 | 30-09-2020 | |
|---|---|---|---|---|
| ASSETS | ||||
| NON - CURRENT ASSETS: | ||||
| Tanqible assets | 7 | 1,044,520 | 1,034,813 | 968,165 |
| Investment property | 657 | 653 | 641 | |
| Intangible assets | 8 | 1,017,895 | 1,014,066 | 1,002,703 |
| Contract costs | 9 | 161,670 | 163,101 | 160,712 |
| Rights of use | 10 | 196,909 | 218,383 | 253,578 |
| Investments in jointly controlled companies and associated companies | 11 | 21,786 | 18,244 | 10,742 |
| Accounts receivable - other | 12 | 4,416 | 4,064 | 7,744 |
| Tax receivable | 13 | 149 | 149 | 149 |
| Other financial assets non-current | 226 | 439 | 526 | |
| Deferred income tax assets | 14 | 73,330 | 80,428 | 83,927 |
| TOTAL NON - CURRENT ASSETS | 2,521,558 | 2,534,342 | 2,488,888 | |
| CURRENT ASSETS: | ||||
| Inventories | 15 | 40,924 | 34,081 | 50,638 |
| Accounts receivable - trade | 16 | 350,054 | 361,712 | 258,710 |
| Contract assets | 17 | 68,643 | 68,059 | 64,901 |
| Accounts receivable - other | 12 | 24,557 | 28,128 | 22,560 |
| Tax receivable | 13 | 3,140 | 4,631 | 7,360 |
| Prepaid expenses | 18 | 50,057 | 43,954 | 36,577 |
| Non-current assets held-for-sale | 600 | 450 | 450 | |
| Derivative financial instruments | 19 | 106 | ||
| Cash and cash equivalents | 20 | 31,173 | 12,819 | 180,268 |
| TOTAL CURRENT ASSETS | 569,254 | 553,834 | 621,465 | |
| TOTAL ASSETS | 3,090,811 | 3,088,176 | 3,110,353 | |
| SHAREHOLDER'S EQUITY | ||||
| Share capital | 21.1 | 5,152 | 5,152 | 5,152 |
| Capital issued premium Own shares |
21.2 21.3 |
854,219 | 854,219 | 854,219 |
| Legal reserve | 21.4 | (11,639) | (14,655) | (13,798) |
| Other reserves and accumulated earnings | 21.4 | 1,030 | 1,030 | 1,030 |
| Net Income | 17,749 138,093 |
16,041 | 12,091 79,121 |
|
| EQUITY BEFORE NON - CONTROLLING INTERESTS | 1,004,604 | 143,494 1,005,281 |
937,815 | |
| Non-controlling interests | 22 | 7,059 | 7,042 | 6,467 |
| TOTAL EQUITY | 1,011,663 | 1,012,322 | 944,282 | |
| LIABILITIES | ||||
| NON - CURRENT LIABILITIES: | ||||
| Borrowings | 23 | 1,111,541 | 1,216,847 | 1,366,397 |
| Provisions | 24 | 132,295 | 94,959 | 77,992 |
| Accounts payable - other | 28 | 4,916 | 3,855 | 1,554 |
| Accrued expenses | 25 | 545 | 667 | 386 |
| Deferred income | 26 | 5,226 | 5,123 | 4,828 |
| Derivative financial instruments | 19 | 216 | 265 | 610 |
| Deferred income tax liabilities | 14 | 11,148 | 11,626 | 5,165 |
| TOTAL NON - CURRENT LIABILITIES | 1,265,888 | 1,333,343 | 1,456,932 | |
| CURRENT LIABILITIES: | ||||
| Borrowings | 23 | 248,752 | 143,281 | 161,758 |
| Accounts payable - trade | 27 | 262,291 | 259,499 | 242,795 |
| Accounts payable - other | 28 | 32,788 | 33,835 | 29,415 |
| Tax payable | 13 | 35,616 | 68,202 | 61,110 |
| Accrued expenses | 25 | 201,977 | 203,726 | 187,512 |
| Deferred income | 26 | 31,682 | 33,834 | 26,098 |
| Derivative financial instruments | 19 | 155 | 135 | 451 |
| TOTAL CURRENT LIABILITIES | 813,260 | 742,511 | 709,139 | |
| TOTAL LIABILITIES | 2,079,148 | 2,075,854 | 2,166,071 | |
| TOTAL HABILITIES AND SHARFHOLDER'S FOUITY | 3.090.811 | 3.088.176 | 3 110 3 3 |
As a standard practice, only the annual accounts are audited, therefore the quarterly 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 September 2020.
The Chief Accountant
(Amounts stated in thousands of euros)
| NOTES | 3° QUARTER 19 REPORTED |
9M 19 REPORTED |
3° QUARTER 19 RESTATED® |
9M 19 RESTATED® |
3º QUARTER 20 | 9M 20 | |
|---|---|---|---|---|---|---|---|
| REVENUES: | |||||||
| Services rendered | 375,307 | 1,105,708 | 342,356 | 1,012,542 | 320,407 | 944.369 | |
| Sales | 22.263 | 61,078 | 22,263 | 61,078 | 21,788 | 57,099 | |
| Other operating revenues | 5,876 | 18,397 | 5,876 | 18,397 | 4,747 | 12,109 | |
| 29 | 403,445 | 1,185,182 | 370,495 | 1,092,017 | 346,942 | 1,013,577 | |
| COSTS, LOSSES AND GAINS: | |||||||
| Wages and salaries | 30 | 21,989 | 62,383 | 21,874 | 62,115 | 21,308 | 63,455 |
| Direct costs | 31 | 126,161 | 376,787 | 94,144 | 285,414 | 87,492 | 248,696 |
| Costs of products sold | 32 | 14,293 | 42,246 | 14,293 | 42,246 | 18,952 | 49,480 |
| Marketing and advertising | 8,965 | 21,561 | 8,965 | 21,561 | 4,135 | 14,459 | |
| Support services | 33 | 19,343 | 59,816 | 19,343 | 59,816 | 19,464 | 61.226 |
| Supplies and external services | 33 | 28,862 | 84,889 | 28,861 | 84,718 | 22.532 | 73.329 |
| Operating losses/ (qains) | 139 | 303 | 139 | 303 | 102 | 388 | |
| Indirect taxes | 7,149 | 24,490 | 7,097 | 24,438 | 8,114 | 24,492 | |
| Provisions and adjustments | 34 | 3.143 | 7.280 | 3,107 | 7.244 | 4.255 | 6,858 |
| Depreciations, amortisations and impairement losses | 7,8,9e36 | 97,513 | 297,974 | 97,511 | 297,972 | 103,579 | 305,245 |
| Reestructuring costs | 37 | 2,755 | 7,019 | 2,755 | 7,019 | 3,492 | 4,490 |
| Losses / (qains) on sale of assets, net | (207) | (645) | (207) | (645) | (169) | (290) | |
| Other losses / (gains) non recurrent net | 38 | 4,345 | 7,634 | 4,345 | 7,634 | 994 | 49,660 |
| 334,450 | 991,827 | 302,227 | 899,926 | 294,250 | 901,488 | ||
| INCOME BEFORE LOSSES / (GAINS) PARTICIPATED COMPANIES, FINANCIAL RESULTS AND TAXES |
68,994 | 193,355 | 68,268 | 192,092 | 52,693 | 112,090 | |
| Net losses / (gains) of affiliated companies | 11 e 35 | (1.007) | (2,296) | (1,007) | (2,296) | (634) | 9,128 |
| Financial costs | 39 | 5,812 | 16,450 | 5,812 | 16,450 | 4,059 | 13,310 |
| Net foreign exchange losses / (qains) | 12 | (36) | (ટ) | (53) | 252 | 458 | |
| Net losses / (gains) on financial assets | (4) | (9) | (4) | (9) | (4) | 51 | |
| Net other financial expenses / (income) | 39 | 997 | 2.766 | 996 | 2,765 | 963 | 2,733 |
| 5,811 | 16,875 | 5,792 | 16,857 | 4,636 | 25,680 | ||
| INCOME BEFORE TAXES | 63,183 | 176,480 | 62,476 | 175,235 | 48,058 | 86,411 | |
| Income taxes | 14 | 15,267 | 38,618 | 15,107 | 38,337 | 3,961 | 14,269 |
| NET CONSOLIDATED INCOME FROM CONTINUING OPERATIONS | 47,916 | 137,862 | 47,369 | 136,897 | 44,097 | 72,142 | |
| Net consolidated income from discontinued operadtions | 45 | ટરૂળ | 967 | 6,407 | |||
| NET CONSOLIDATED INCOME | 47,916 | 137,862 | 47,920 | 137,864 | 44,097 | 78,549 | |
| ATTRIBUTABLE TO: | |||||||
| NOS Group Shareholders | 47,897 | 138,093 | 47,897 | 138,093 | 44,135 | 79,121 | |
| Non-controlling interests | 22 | 19 | (231) | 19 | (231) | (39) | (573) |
| EARNINGS PER SHARES | |||||||
| Basic - euros | 40 | 0.09 | 0.27 | 0.09 | 0.27 | 0.09 | 0.15 |
| Diluted - euros | 40 | 0.09 | 0.27 | 0.09 | 0.27 | 0.09 | 0.15 |
| EARNINGS PER SHARES FROM CONTINUING OPERATIONS | |||||||
| Basic - euros | 40 | 0.09 | 0.27 | 0.09 | 0.27 | 0.09 | 0.14 |
| Diluted - euros | 40 | 0.09 | 0.27 | 0.09 | 0.27 | 0.09 | 0.14 |
| *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 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 nine months ended on 30 September 2020.
The Chief Accountant
(Amounts stated in thousands of euros)
| NOTES | 3° QUARTER 19 REPORTED |
9M 19 REPORTED |
3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER, 20 |
9M 20 | |
|---|---|---|---|---|---|---|---|
| NET CONSOLIDATED INCOME | 47,916 | 137,862 | 47,916 | 137,862 | 44,097 | 78,549 | |
| OTHER INCOME | |||||||
| ITENS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO THE INCOME STATEMENT: | |||||||
| Accounting for equity method | 11 | કર્ણ | (72) | 86 | (72) | (809) | (2,776) |
| Fair value of interest rate swap | 19 | 270 | .081 | 270 | 1.081 | (117) | (130) |
| Deferred income tax - interest rate swap | 19 | (61 | (243) | (61) | (243) | 26 | 29 |
| Fair value of equity swaps | 19 | (299) | 481 | 299) | (481) | 88 | (36) |
| Deferred income tax - equity swap | 19 | 67 | 108 | 67 | 108 | (20) | 8 |
| Currency translation differences and others | 143 | (143) | (73) | (320) | |||
| INCOME RECOGNISED DIRECTLY IN EQUITY | 63 | 250 | 63 | 250 | (905) | (3,225) | |
| TOTAL COMPREHENSIVE INCOME | 47,979 | 138.112 | 47,979 | 138,112 | 43,192 | 75,323 | |
| ATTRIBUTABLE TO: | |||||||
| NOS Group Shareholders | 48,120 | 138,343 | 48,120 | 138,343 | 43,231 | 75,896 | |
| Non-controllinq interests | (141) | 231 | (141) | (231) | (39) | (573) | |
| 47,979 | 138,112 | 47,979 | 138,112 | 43,192 | 75,323 |
As a standard practice, only the annual accounts are audited, therefore the quarterly amounts were not audited autonomously.
The Notes to the Financial Statements form an integral part of the consolidated statement of comprehensive income for the nine months ended on 30 September 2020.
The Chief Accountant
(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 | 3,702 | (3,702) | ||||||
| Distribuition of own shares - other remunerations | 21.3 | 338 | (60) | 277 | |||||
| Share Plan - costs incurred in the period and others | 2,823 | (୧) | 2,817 | ||||||
| Comprehensive Income | 250 | 138,093 | (231) | 138,112 | |||||
| BALANCE AS AT 30 SEPTEMBER 2019 | 5,152 | 854,219 | (11,639) | 1,030 | 17,749 | 138,093 | 7,059 | 1,011,663 | |
| 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 | (4,584) | - | (4,584) | |||||
| Distribution of own shares - share incentive scheme | 21.3 | 4,931 | (4,931 | ||||||
| Distribuition of own shares - other remunerations | 21.3 | 510 | (276) | - | 234 | ||||
| Share Plan - costs incurred in the period and others | 44 | 3,504 | (2) | 3,502 | |||||
| Comprehensive Income | (3,225) | 79,121 | (573) | 75,323 | |||||
| BALANCE AS AT 30 SEPTEMBER 2020 | 5,152 | 854,219 | (13.798) | 1,030 | 12,091 | 79,121 | 6,467 | 944,282 |
As a standard practice, only the annual accounts are audited, therefore the quarterly 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 nine months ended on 30 September 2020.
The Chief Accountant
(Amounts stated in thousands of euros)
| NOTES | 9M 19 | 9M 20 | |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Collections from clients | 1,388,677 | 1,234,658 | |
| Payments to suppliers | (702,684) | (567,234) | |
| Payments to employees | (81,322) | (80,475) | |
| Receipts / (Payments) relating to income taxes | (8,762) | (20,669) | |
| Other cash receipts / (payments) related with operating activities | (32,505) | (46,417) | |
| CASH FLOW FROM OPERATING ACTIVITIES (1) | 563,404 | 519,863 | |
| INVESTING ACTIVITIES | |||
| CASH RECEIPTS RESULTING FROM | |||
| Financial investments | 91 | ||
| Disposal of discontinued operating unit | 45 | 2,103 | |
| Tangible assets | 1,620 | 374,649 | |
| Interest and related income | 3,700 | 2,087 | |
| 5,411 | 378,839 | ||
| PAYMENTS RESULTING FROM | |||
| Tangible assets | (216,946) | (173,449) | |
| Intangible assets and contract costs | (143,840) | (145,103) | |
| (360,786) | (318,552) | ||
| CASH FLOW FROM INVESTING ACTIVITIES (2) | (355,375) | 60,287 | |
| FINANCING ACTIVITIES | |||
| CASH RECEIPTS RESULTING FROM | |||
| Borrowings | 299,000 | 268,503 | |
| 299,000 | 268,503 | ||
| PAYMENTS RESULTING FROM | |||
| Borrowings | (206,833) | (414,827) | |
| Lease rentals (principal) | (48,520) | (49,014) | |
| Interest and related expenses | (22,086) | (18,023) | |
| Dividends | 21.4 | (179,607) | (142,516) |
| Aquisition of own shares | 21.3 | (3,547) | (3,338) |
| (460,593) | (627,718) | ||
| CASH FLOW FROM FINANCING ACTIVITIES (3) | (161,593) | (359,215) | |
| Change in cash and cash equivalents (4)=(1)+(2)+(3) | 46,436 | 220,935 | |
| Effect of exchange differences | 30 | (95) | |
| Cash and cash equivalents at the beginning of the year | (17,754) | (41,772) | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 28,712 | 179,068 | |
| Cash and cash equivalents | 20 | 31,173 | 180,268 |
| Bank overdrafts | 23 | (2,461) | (1,200) |
| 28.712 | 179,068 |
As a standard practice, only the annual accounts are audited, therefore the quarterly amounts were not audited autonomously.
The Notes to the Financial Statements form an integral part of the consolidated statement of cash flows for the nine months ended on 30 September 2020.
The Chief Accountant
(Amounts stated in thousands of euros, unless otherwise stated)
NOS, SGPS, S.A. ("NOS", "NOS SGPS" or "Company"), formerly named ZON OPTIMUS, SGPS, S.A. ("ZON OPTIMUS") and until 27 August 2013, named ZON Multimédia – Serviços de Telecomunicações e Multimédia, SGPS, S.A. ("ZON"), with Company headquarters registered at Rua 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..
On 20 June 2014, because of the launch of the new brand "NOS" on 16 May 2014, the General Meeting of Shareholders approved the change of the Company's name to NOS, 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.
NOS shares are listed on the Euronext Lisbon market. The shareholders' structure of the Group as at 30 September 2020 is shown in Note 21.
The business of NOS Comunicações, S.A. ("NOS SA") and its subsidiaries, NOS Açores, NOS Madeira, NOS International Carrier Services (operational unit disposed on 29 July 2020) 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" - Voice over IP); e) Mobile Virtual Network Operator ("MVNO"), and f) the 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 nine months ended on 30 September 2020 were approved by the Board of Directors and their issue authorised on 4 November 2020.
The Board of Directors believes that these financial statements give a true and fair view of the Group's operations, financial performance, and consolidated cash flows.
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 Reporting ("IAS 34"). Therefore, these financial statements do not include all 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 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. Similarly, the income statements by nature are restated. During the nine months ended on 30 September2020, the income statements by nature related to the nine months ended on 30 September2019, 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 in between 1 January 2020 and the date approval of these financial statements are as follows:
No material impacts are estimated on the Company's financial statements from the application of these standards and amendments, with exception to the application of IFRS 16, that originated less costs on the "Supplies and External Services" item, of approximately 4 million euros (Note 33).
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:
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).
The interest of third parties in the equity and net profit of such companies' income presented separately in the consolidated statement of financial position and in the consolidated statement, respectively, under the item "Non-controlling Interests" (Note 22).
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 acquisition cost over the fair value of the Group's share of 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 the net profits of jointly controlled companies, as a contra entry in "Losses / (gains) of affiliated companies" in the income statement before financial results and taxes. Direct changes in the post-acquisition 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 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 corresponding to the share in the net profits of associated companies, as a contra entry in "Losses / (gains) of affiliated companies" in the income statement. Direct changes in the postacquisition 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 non-recurring 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 nine months ended on 30 September 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) losses with contracts that became onerous due to the pandemic, c) charges with PPE and the purchase and more complete and / or more frequent use of cleaning and disinfection products in the facilities, d) 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 tangible assets become deemed as "held for sale", the depreciation of 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 book value, are recognised in results in "Losses / (gains) on disposals of assets".
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.
Goodwill is recorded as an asset and included in "Intangible assets" (Note 8) in the case of a controlled company or in the case in which the excess of cost has been originated by a merger, and in "Financial investments in group companies" (Note 11) in the case of a jointly controlled company or an associated company.
Goodwill is not amortised and is subject to impairment tests at least once a year, on a specified date, and whenever there are changes in the test's underlying assumptions at the date of the statement of financial position which may result in a possible loss of value. Any impairment loss is recorded immediately in the income statement in "Impairment losses" and is not liable to subsequent 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.
The amortisation rates used correspond to the following estimated useful lives:
| 2019 | 2020 | |
|---|---|---|
| (YEARS) | (YEARS) | |
| Telecom licences | 30 - 33 | 30 - 33 |
| Software licences | - 8 | 1 - 8 |
| Content utilization rights | Period of the | Period of the |
| 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:
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 to which the asset belongs. Each of the Group's businesses is a cash-generating unit, except for the assets allocated to the cinema exhibition business, which are grouped into regional cashgenerating 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.
The financial assets are derecognised when: (i) the Group's contractual rights to receive their cash flows expire; (i) 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 profit or loss are recognised in the year in which they occur under "Losses / (gains) on financial assets", including the income from interest and dividends.
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.
The amounts included in "Cash and cash equivalents" correspond to the amounts of cash, bank 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 the statement of cash flows, "Cash and cash equivalents" also includes bank overdrafts included in the statement of financial position under "Borrowings" (when applicable).
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 Group's assets after deducting the liabilities. The equity instruments issued by Group companies 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:
iii) The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group hedges and the quantity of the hedging instrument that the Group actually uses to hedges that quantity of hedged item.
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 ElR method. The ElR 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 OCl 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 contracts is recognised as "Net foreign exchange losses/(gains)", the ineffective portion relating to interest rates is recognised as "Financial costs" and the ineffective portion relating to own shares contracts is recognised as "Wages and salaries".
In the nine months ended on 30 September 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 becomes a Group's commitment for which fair value hedge accounting is applied.
For any other cash flow hedges, the amount accumulated in OCI is reclassified to profit or loss as a reclassification adjustment in the same 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 OCl 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 this is less than the cost, are recorded as operating costs in "Cost of goods sold".
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 stated rights are recognised in the income statement in "Direct costs: Exhibition costs", on a 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 sports seasons "collaborative arrangement", of sports content (national and 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 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 estimated costs of dismantling, removal of assets and restoration of the site related with leases are recognised in tangible assets with works carried out (Note 2.3.3).
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 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 caption "Wages and salaries" in the income statement, with the corresponding increase in "Other reserves" in equity.
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.
lssue 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 "Own shares reserves" reflect the value of the shares acquired and follows the same legal 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 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:
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.
v) datacentre management are the major services rendered by NOS Sistemas.
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 stand-alone 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 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 revenue from penalties is recognised in the "Other income" item upon receival.
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.
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 CP (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 - Financial Reporting in Hyperinflationary Economies provides that "when an economy ceases 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 statements subsequent financial statements ". In this way, the adjustments / revaluations, carried out until the end of the classification as a hyperinflationary economy, are treated as a considered cost / ("deemed cost") and recognised in the same proportion as the assets that gave rise to it.
At 30 September 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 | 30-09-2020 | |
|---|---|---|
| US Dollar | 1.1234 | 1.1708 |
| Angolan Kwanza | 536.2617 | 725.1643 |
| British Pound | 0.8508 | 0.9124 |
| Mozambican Metical | 68.7000 | 83.600 |
| Canadian Dollar | 1.4598 | 1.5676 |
| Swiss Franc | 1.0854 | 1.0804 |
| Real | 4.5157 | 6.6308 |
In the nine months ended on 30 September 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:
| 9M 19 | 9M 20 | |
|---|---|---|
| US Dollar | 1.1236 | 1.1224 |
| Angolan Kwanza | 373.4811 | 626.8895. |
| Mozambican Metical | 69.5678 | 77.06561 |
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.
The fair value measurement uses assumptions that market participant's use in defining price of the 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 - valuation techniques using inputs that aren't quoted, but which are directly 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:
a) payment when there is cessation of employment before the normal retirement date or when an employee voluntarily accepts to leave in exchange of these benefits. The Group recognises these benefits when it can be shown to be committed to a termination of current employees according to a detailed formal plan for termination and there is no realistic possibility of withdrawal or these benefits are granted to encourage voluntary redundancy. When the benefits of cessation of employment are due more than 12 months after the balance sheet date, they are updated to their present value.
c) Labour Compensation Fund (FCT) and the Labour Compensation Guarantee Fund (FGGT). 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-current financial assets" 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 under "Cash and cash equivalents" the assets 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, 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.
The preparation of consolidated financial statements requires the Group's management to make 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 are beyond the Group's control.
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 cash-generating 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 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 defined using management's best estimates for the assets and 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 with some of the Group's financial 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 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 nine months ended on 30 September 2019 and 2020, errors, estimates and changes in material accounting policies relating to prior years were not recognised.
The changes in the consolidation perimeter, during the financial years ended on 31 December 2019, were:
The changes in the consolidation perimeter, during the nine months ended on 30 September 2020, were:
The business segments are as follows:
Assets and liabilities by segment at 31 December 2019 and 30 September 2020 are shown below:
| AUDIOVISUALS GROUP TELCO ELIMINATIONS ASSETS NON - CURRENT ASSETS: 1,034,813 Tangible assets 1,021,538 13,275 Intangible assets 921,600 92,466 1,014,066 Contract costs 163,101 163,101 182,799 35,584 218,383 Rights of use 73,733 47,655 (103,144) 18,244 Investments in jointly controlled companies and associated companies Accounts receivable - other 76,141 2,923 4,064 (75,000) Deferred income tax assets 69,158 11,270 80,428 Other non-current assets ર્દેર 676 1,241 2,508,637 203,849 TOTAL NON - CURRENT ASSETS (178,144) 2,534,342 CURRENT ASSETS: 34,081 Inventories 33,393 ୧୫୫ Account receivables 364,176 64,494 (38,830) 389,840 68,059 Contract assets 68,059 1,845 43,954 Prepaid expenses 42,426 (317) 2,158 5,081 Other current assets 2,923 831 12,819 Cash and cash equivalents 11,988 TOTAL CURRENT ASSETS 522,966 70,016 (39,148) 553,834 TOTAL ASSETS 3,031,603 273,865 3,088,176 (217,292) SHAREHOLDER'S EQUITY 5,152 Share capital 36,756 5,152 (36,756) Capital issued premium 854,219 854,219 - (14,655) Own shares (14,655) 88 Legal reserve 1,030 (88) 1,030 Other reserves and accumulated earnings 47,416 22,145 16,041 (53,520) Net income 19,925 143,494 135,892 (12,323) EQUITY BEFORE NON - CONTROLLING INTERESTS 1,029,054 78,914 (102,687) 1,005,281 7,042 Non-controlling interests 7,042 TOTAL EQUITY 1,036,095 78,914 (102,687) 1,012,322 LIABILITIES NON - CURRENT LIABILITIES: 1,216,847 Borrowings 1,165,451 110,614 (59,218) 94,959 Provisions 88,064 6,895 667 Accrued expenses 667 9,243 9,243 Other non-current liabilities - 437 Deferred income tax liabilities 11,189 11,626 TOTAL NON - CURRENT LIABILITIES 1,274,615 117,946 1,333,343 (59,218) CURRENT LIABILITIES: Borrowings 161,469 143,281 24,177 (42,365) Accounts payable 281,767 19,746 (8,179) 293,334 Tax payable 65,469 2,733 68,202 Accrued expenses 186,056 22,201 (4,531) 203,726 Other current liabilities 33,969 26,131 8,149 (311) TOTAL CURRENT LIABILITIES 720,893 77,005 (55,387) 742,511 TOTAL LIABILITIES 1,995,508 194,951 (114,605) 2,075,854 TOTAL LIABILITIES AND SHAREHOLDER 'S EQUITY 273,865 3,031,603 (217,292) 3,088,176 |
31-12-2019 | |||||
|---|---|---|---|---|---|---|
| 30-09-2020 | |||||
|---|---|---|---|---|---|
| AUDIOVISUALS | ELIMINATIONS | GROUP | |||
| 955,777 | 12,388 | 968,165 | |||
| 913,191 | 89,512 | 1,002,703 | |||
| 160,712 | 160,712 | ||||
| 218,943 | 34,635 | 253,578 | |||
| 115,013 | 47,926 | (152,197) | 10,742 | ||
| 39,828 | 2,917 | (35,001) | 7,744 | ||
| 71,602 | 12,326 | (1) | 83,927 | ||
| 651 | ୧୧୧ | 1,316 | |||
| 2,475,718 | 200,369 | (187,199) | 2,488,888 | ||
| 50,153 | 485 | 50,638 | |||
| 348,271 | 39,125 | (41,225) | 346,171 | ||
| 36,368 | 575 | (366) | 36,577 | ||
| 5,458 | 2,352 | 7,810 | |||
| 179,127 | 1,141 | - | 180,268 | ||
| 619,378 | 43,678 | (41,591) | 621,465 | ||
| 3,110,353 | |||||
| 40,810 | 5,152 | ||||
| 854,219 | |||||
| (13,798) | |||||
| 1,030 | |||||
| 12,091 | |||||
| 155 | 79,121 | ||||
| 937,815 | |||||
| 6,467 | |||||
| 944,282 | |||||
| 1,366,397 | |||||
| 77,992 | |||||
| 386 | |||||
| 6,992 | |||||
| 5,165 | |||||
| 1,456,932 | |||||
| 161,758 | |||||
| 272,210 | |||||
| 375 | 61,110 | ||||
| 187,512 | |||||
| 26,549 | |||||
| 709,139 | |||||
| 2,166,071 | |||||
| 3,095,094 | 244,047 | (228,788) | 3,110,353 | ||
| TELCO 3,095,094 5,152 854,219 (13,798) 1,030 33,950 105,459 986,012 6,467 992,479 1,333,254 70,360 386 6,992 4,814 1,415,806 162,389 265,447 60,735 173,042 25,196 686,809 2,102,615 |
244,047 1,374 61,207 103,546 103,546 68,143 7,632 350 76,125 27,185 16,376 18,721 1,719 64,376 140,501 |
(228,788) (40,810) (1,374) (83,066) (26,492) (151,742) (151,742) (35,000) 1 (34,999) (27,816) (9,613) (4,252) (366) (42,047) (77,046) |
The results by segment and investments in tangible and intangible assets, contract costs and rights of use for the nine months ended on 30 September 2019 and 2020 are shown below:
| 9M 19 RESTATED | ||||||||
|---|---|---|---|---|---|---|---|---|
| TELCO | AUDIOVISUALS | ELIMINATIONS | GROUP | |||||
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3º QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 19 RESTATIED |
9M 19 RESTATED |
|
| REVENUES: | ||||||||
| Services rendered | 324,630 | 968,935 | 28.865 | 76.688 | (11,139) | (33,081 | 342.356 | 1.012.542 |
| Sales | 17,258 | 48,163 | 5,063 | 13,059 | (58) | (144) | 22.263 | 61,078 |
| Other operating revenues | 6,063 | 18.985 | 319 | 940 | (200 | (1,528) | 5,876 | 18.397 |
| 347,951 | 1,036,083 | 34,247 | 90,687 | (11,703) | (34,753) | 370,494 | 1,092,017 | |
| COSTS, LOSSES AND GAINS: | ||||||||
| Wages and salaries | 19,087 | 54,208 | 2,787 | 7,907 | (0) | 21,874 | 62,115 | |
| Direct costs | 92,321 | 286,371 | 10,263 | 25,015 | (8,440) | (25,972 | 94,144 | 285,414 |
| Costs of products sold | 14,255 | 42,037 | 45 | 229 | (7) | (20 | 14,293 | 42,246 |
| Marketing and advertising | 9,168 | 22,221 | 2,062 | 5,373 | (2,265) | (6,033) | 8,965 | 21,561 |
| Support services | 19,402 | 60,025 | 442 | 1,294 | (501) | (1,503) | 19,343 | 59,816 |
| Supplies and external services | 26,565 | 78,103 | 2,786 | 7,840 | (490) | (1,225 | 28,861 | 84,718 |
| Other operating losses / (gains) | 127 | 359 | 12 | 34 | 139 | 393 | ||
| Taxes | 7,078 | 24,349 | 19 | 89 | - | 7,097 | 24,438 | |
| Provisions and adjustments | 3,133 | 7,335 | 26 | (91) | 3,107 | 7,244 | ||
| 191,135 | 575,008 | 18,390 | 47,690 | (11,703) | (34,753) | 197,822 | 587,945 | |
| EBITDA | 156,816 | 461,075 | 15,857 | 42,997 | (1) | 0 | 172,672 | 504,072 |
| Depreciation, amortisation and impairment losses | 88,576 | 272,392 | 8,937 | 25,582 | (2) | (2) | 97,511 | 297,972 |
| Other losses / (gains), net | ୧୫୫୧ | 13,937 | 7 | 71 | 6,893 | 14,008 | ||
| INCOME BEFORE LOSSES / (GAINS) PARTICIPATED COMPANIES, FINANCIAL RESULTS AND TAXES |
61,353 | 174,745 | 6,913 | 17,344 | 2 | 2 | 68,268 | 192,091 |
| Net losses / (gains) of affiliated companies | (966) | (2,066) | (41) | (230) | (1,007) | (2,296) | ||
| Financial costs | 5.201 | 15,074 | 611 | 1.376 | 5,812 | 16,450 | ||
| Net foreign exchange losses / (qains) | 140 | 83 | (145) | (136) | (5) | (53) | ||
| Net losses / (qains) on financial assets | (3) | (6,709) | (1) | (1,724) | 8,424 | (4) | (8) | |
| Net other financial expenses / (income) | 983 | 2,729 | 13 | 36 | 996 | 2,765 | ||
| ર, 355 | 9,111 | 437 | (678) | 8,424 | 5,792 | 16,857 | ||
| INCOME BEFORE TAXES | 55,996 | 165,633 | 6,476 | 18,023 | 2 | (8,422) | 62,474 | 175,234 |
| Income taxes | 13,843 | 35,086 | 1,264 | 3,251 | - | 15,107 | 38,337 | |
| EARNINGS PER SHARES FROM CONTINUING OPERATIONS | 42,153 | 130,546 | 5,212 | 14,772 | 1 | (8,422 | 47,367 | 136,896 |
| Net consolidated income from discontinued operadtions | 551 | 967 | 551 | 967 | ||||
| NET INCOME | 42,704 | 131,513 | 5,212 | 14,772 | 1 | (8,422 | 47,917 | 137,863 |
| CAPEX | 93,784 | 286,416 | 9,658 | 24,536 | - | 103,442 | 310,952 | |
| EBITDA - CAPEX | 63,032 | 174,659 | 6,199 | 18,461 | 0 | 0 | 69,231 | 193,120 |
| 9M 20 | ||||||||
|---|---|---|---|---|---|---|---|---|
| TELCO | AUDIOVISUALS | ELIMINATIONS | GROUP | |||||
| 3°QUARTER 20 | 9M 20 | 3°QUARTER 20 | 9M 20 | 3°QUARTER 20 | 9M 20 | 3º QUARTER 20 | 9M 20 | |
| REVENUES: | ||||||||
| Services rendered | 317,469 | 931,068 | 9.646 | 36,505 | (6,708 | (23,204) | 320.407 | 944.369 |
| Sales | 20,760 | 52,857 | 1,054 | 4,327 | (26) | (85) | 21,788 | 57,099 |
| Other operating revenues | 4,499 | 11,560 | 403 | 1,016 | (155) | (467 | 4,747 | 12,109 |
| 342,728 | 995,485 | 11,103 | 41,848 | (6,889) | (23,756 | 346,942 | 1,013,577 | |
| COSTS, LOSSES AND GAINS: | ||||||||
| Wages and salaries | 19,268 | 56,643 | 2,040 | 6,812 | 21.308 | 63.455 | ||
| Direct costs | 93,396 | 263,294 | (5,149) | 395 | (755) | (14,993) | 87,492 | 248,696 |
| Costs of products sold | 18,857 | 49,302 | 108 | 208 | (13 | (30 | 18,952 | 49,480 |
| Marketing and advertising | 8,121 | 19,528 | ୧୦୮ | 1,883 | (4,681 | (6,952 | 4,135 | 14,459 |
| Support services | 18,309 | 60,251 | 2,088 | 1,860 | (833) | 885 | 19,464 | 61,226 |
| Supplies and external services | 21,776 | 70,625 | 1.264 | 3,599 | (508) | (895 | 22,532 | 73.329 |
| Other operating losses / (qains) | 89 | 341 | 11 | 47 | 2 | 102 | 388 | |
| Taxes | 8.102 | 24,431 | 12 | 61 | 8.114 | 24,492 | ||
| Provisions and adjustments | 4,194 | 6,873 | 61 | (15) | 4.255 | 6,858 | ||
| 192,112 | 551,288 | 1,130 | 14,850 | (6,888) | (23,755 | 186,354 | 542,383 | |
| EBITDA | 150,616 | 444,197 | 9,973 | 26,998 | - | 160,588 | 471,194 | |
| Depreciation, amortisation and impairment losses | 96,202 | 279,530 | 7,376 | 25,715 | 103,579 | 305,245 | ||
| Other losses / (qains), net | 3.653 | 51.826 | 664 | 2.033 | 4,317 | 53.860 | ||
| INCOME BEFORE LOSSES / (GAINS) PARTICIPATED COMPANIES, FINANCIAL RESULTS AND TAXES |
50,761 | 112,841 | 1,933 | (750) | 52,693 | 112,090 | ||
| Net losses / (qains) of affiliated companies | (609) | 9,399 | (25) | (272) | (634) | 9,128 | ||
| Financial costs | 3,576 | 11,565 | 484 | 1,745 | 4,059 | 13,310 | ||
| Net foreign exchange losses / (gains) | (71) | (33) | 323 | 491 | 252 | 458 | ||
| Net losses / (qains) on financial assets | (4) | (24,394) | (2,047) | 26,492 | (4) | 21 | ||
| Net other financial expenses / (income | 960 | 2,725 | 8 | 963 | 2,733 | |||
| 3,852 | (738) | 784 | (74) | 26,492 | 4,636 | 25,680 | ||
| INCOME BEFORE TAXES | 46,911 | 113,579 | 1,149 | (676) | (26,492 | 48,058 | 86,411 | |
| Income taxes | 4,054 | 15,101 | (93) | (832 | 3,961 | 14,269 | ||
| EARNINGS PER SHARES FROM CONTINUING OPERATIONS | 42,856 | 98,478 | 1,241 | 155 | - | (26,492 | 44,097 | 72,142 |
| Net consolidated income from discontinued operadtions | 6.407 | 6,407 | ||||||
| NET INCOME | 42,857 | 104,886 | 1,241 | 155 | (26,492) | 44,097 | 78,549 | |
| CAPEX | 103,290 | 283,913 | 5,794 | 21,078 | 109,084 | 304,991 | ||
| EBITDA - CAPEX | 47,327 | 160,284 | 4,179 | 5,920 | 51,505 | 166,203 |
EBITDA = Operational Result + Depreciation 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 September 2020, fully consolidated foreign companies represent less than 1% 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 ASSETS |
DERIVATIVES | FINANCIAL LIABILITIES |
TOTAL FINANCIAL ASSETS AND LIABILITIES |
NON FINANCIAL ASSETS AND LIABILITIES |
TOTAL | |||
| ASSETS | ||||||||
| Available-for-sale financial assets | 439 | 439 | 1 | 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 | 1 | 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 | 1 | 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 |
| 30-09-2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| FINANCIAL ASSETS |
DERIVATIVES | FINANCIAL LIABILITIES |
TOTAL FINANCIAL ASSETS AND LIABILITIES |
NON FINANCIAL ASSETS AND LIABILITIES |
TOTAL | |||
| ASSETS | ||||||||
| Available-for-sale financial assets | 526 | 526 | - | 526 | ||||
| Accounts receivable - trade (Note 16) | 258,710 | 258,710 | - | 258,710 | ||||
| Accounts receivable - other (Note 12) | 11,103 | 11,103 | 19,201 | 30,304 | ||||
| Cash and cash equivalents (Note 20) | 180,268 | 180,268 | - | 180,268 | ||||
| TOTAL FINANCIAL ASSETS | 450,607 | 450,607 | 19,201 | 469,808 | ||||
| LIABILITIES | ||||||||
| Borrowings (Note 23) | 1,528,155 | 1,528,155 | - | 1,528,155 | ||||
| Derivative financial instruments (Note 19) | 1,061 | 1,061 | - | 1,061 | ||||
| Accounts payable - trade (Note 27) | 242.795 | 242,795 | 242,795 | |||||
| Accounts payable - other (Note 28) | 30,864 | 30.864 | 105 | 30,969 | ||||
| Accrued expenses (Note 25) | 187,898 | 187,898 | - | 187,898 | ||||
| TOTAL FINANCIAL LIABILITIES | 1,061 | 1,989,712 | 1,990,773 | 105 | 1,990,878 |
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 of "Prepaid expenses" and "Deferred income" were not included in this note, as the nature of such balances are not 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.
The Group's activity is subject to a variety of financial risks, such as market risk, liquidity risk and economical and judicial risks, which are described in the Management Report.
In the nine months ended on 30 September 2019 and 2020, the movements in this item were as follows:
| 31-12-2018 | INCREASES | DISPOSALS AND WRITE-OFFS |
DISPOSAL OF NOS TOWERING (NOTE 46) |
TRANSFERS AND OTHERS |
30-09-2019 | |
|---|---|---|---|---|---|---|
| ACQUISITION COST | ||||||
| Lands | 838 | 838 | ||||
| Buildings and other constructions | 388,170 | 2,948 | (217) | 9,519 | 400,420 | |
| Basic equipment | 2,278,623 | 32,198 | (84,049) | 102,255 | 2,329,027 | |
| Transportation equipment | 567 | 567 | ||||
| Tools and dies | 1,406 | র্ব | 77 | 1,487 | ||
| Administrative equipment | 189,070 | 1,663 | (1,571 | 816 | 189,978 | |
| Other tangible assets | 42,553 | 181 | 285 | 43,019 | ||
| Tangible assets in-progress | 55,220 | 116,236 | (122,690) | 48,766 | ||
| 2,956,447 | 153,226 | (85,833) | - | (9,738) | 3,014,102 | |
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES | ||||||
| Buildings and other constructions | 213,822 | 7,134 | 715) | (649) | 219,592 | |
| Basic equipment | 1,493,105 | 111,872 | (83,346) | 2,647 | 1,524,278 | |
| Transportation equipment | ટ્રોર્ડ | 2 | 45 | 563 | ||
| Tools and dies | 1,316 | 42 | ব | 1,354 | ||
| Administrative equipment | 179,428 | 3,237 | (1,545 | 219 | 181,339 | |
| Other tangible assets | 41,905 | 550 | 1 | 2 | 42,456 | |
| 1,930,092 | 122,837 | (85,611) | 2,264 | 1,969,582 | ||
| 1,026,355 | 30,389 | (222) | (12,002) | 1,044,520 |
The net amount of "Transfers and Others" predominantly corresponds to the transfer of assets to "Intangible assets" (Note 8).
| 31-12-2019 | INCREASES | DISPOSALS AND WRITE-OFFS |
DISPOSAL OF NOS TOWERING (NOTE 46) |
TRANSFERS AND OTHERS |
30-09-2020 | |
|---|---|---|---|---|---|---|
| ACQUISITION COST | ||||||
| Land | 838 | 838 | ||||
| Buildings and other constructions | 404,434 | 320 | (દેત્ક | (147,411) | 5,698 | 262,982 |
| Basic equipment | 2,456,116 | 33,673 | (16,375) | (2,143) | 97,901 | 2,569,172 |
| Transportation equipment | 508 | 6 | 4 | 518 | ||
| Tools and dies | 1,487 | (2) | 3 | 1,488 | ||
| Administrative equipment | 189,992 | 1,806 | (105) | 82 | 1,935 | 193,546 |
| Other tangible assets | 43,125 | 109 | 291 | 43,525 | ||
| Tangible assets in-progress | 39,574 | 110,453 | (1,477) | (111,280) | 37,270 | |
| 3,136,074 | 146,367 | (16,539) | (151,115) | (5,448) | 3,109,339 | |
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES | ||||||
| Buildings and other constructions | 222,826 | 5,820 | 7) | (61,901) | (1,632) | 165,106 |
| Basic equipment | 1,654,724 | 111,658 | (16,183) | (2,067) | 49 | 1,748,181 |
| Transportation equipment | 504 | 4 | 510 | |||
| Tools and dies | 1,369 | 34 | (2) | 3 | 1,404 | |
| Administrative equipment | 179,235 | 3,412 | 100) | 76 | 465 | 182,936 |
| Other tangible assets | 42,603 | 432 | 5 | 7 | 43,037 | |
| 2,101,261 | 121,358 | (16,295) | (64,046) | (1,104) | 2,141,174 | |
| 1,034,813 | 25,009 | (244) | (87,069) | (4,344) | 968,165 |
At 30 September 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 assets in progress.
At 30 September 2020, total net value of these costs amounted to 13.1 million euros (31 December 2019: 13.7 million euros). The amount of interest capitalised in the months ended on 30 September 2020 amounted to 0.7 million euros (31 December 2019: 1 million euros).
In the nine months ended on 30 September 2019 and 2020, the movements in this item were as follows:
| 31-12-2018 | INCREASES | DISPOSALS AND WRITE-OFFS |
TRANSFERS AND OTHERS |
30-09-2019 | |
|---|---|---|---|---|---|
| ACQUISITION COST | |||||
| Industrial property and other rights | .521.380 | 7,151 | 67,793 | 1,596,324 | |
| Goodwill | 641.400 | 641,400 | |||
| Intangible assets in-progress | 50.211 | 52.124 | (69,125 | 33,210 | |
| 2,212,991 | 59,275 | (1,332) | 2,270,934 | ||
| ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES | |||||
| Industrial property and other rights | 1.191.312 | 59.254 | (104) | 154 | 1,250,616 |
| Other intangible assets | 2.423 | 2,423 | |||
| 1,193.735 | 59.254 | (104) | 154 | 1,253,039 | |
| 1.019.256 | 21 | 104 | (1.486) | 1.017.895 |
The amount of "Transfers and Others" corresponds, mainly, to the transfer of assets from "Tangible assets" (Note 7).
| 31-12-2019 | INCREASES | DISPOSALS AND WRITE-OFFS |
TRANSFERS AND OTHERS |
30-09-2020 | |
|---|---|---|---|---|---|
| ACQUISITION COST | |||||
| Industrial property and other rights | .634.046 | 1.466 | 40,167 | 1,675,679 | |
| Goodwill | 641,400 | 641,400 | |||
| Intangible assets in-progress | 23.201 | 49.437 | (35,027) | 37,611 | |
| 2,298,647 | 50.903 | 5,140 | 2,354,690 | ||
| ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES | |||||
| Industrial property and other rights | .281,835 | 66'355 | (19) | 1,568 | 1,349,739 |
| Intangible assets in-progress | 2.746 | (498) | 2,248 | ||
| 1.284.581 | 66,355 | (19) | 1,070 | 1,351,987 | |
| 1,014,066 | (15,452) | 19 | 4.070 | 1,002,703 |
At 30 September 2020, the item "Industrial property and other rights" includes mainly:
Increases in the nine months ended on 30 September 2020 correspond mainly to movies and television series rights of use, for an amount of 14.7 million euros, acquisition and development of software and other assets, for an amount of 35.0 million euros.
Goodwill was allocated to the cash-generating units of each reportable segment, as follows:
| 31-12-2019 | 30-09-2020 | |
|---|---|---|
| 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 nine months ended on 30 September 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.
Costs of fulfilling customer contracts
In the nine months ended on 30 September 2019 and 2020, the movements in this item were as follows:
| 31-12-2018 | INCREASES | TRANSFERS AND OTHERS |
30-09-2019 | |
|---|---|---|---|---|
| ACQUISITION COST | ||||
| Cost of attracting customers | 362,641 | 49,067 | 411,708 | |
| Costs of fulfilling customer contracts | 152,054 | 25,301 | - | 177,355 |
| 514,694 | 74,369 | l | 589,063 | |
| ACCUMULATED AMORTIZATIONS AND IMPAIRMENT LOSSES | ||||
| Cost of attracting customers | 260,712 | 51,103 | 311,815 | |
| Costs of fulfilling customer contracts | 91,035 | 24,544 | - | 115,579 |
| 351,746 | 75,647 | - | 427,393 | |
| 162,948 | (1,278) | l | 161,670 | |
| 31-12-2019 | INCREASES | TRANSFERS AND OTHERS |
30-09-2020 | |
| ACQUISITION COST | ||||
| Cost of attracting customers | 427,519 | 46,326 | 473,845 | |
| Costs of fulfilling customer contracts | 189,594 | 25,968 | - | 215,562 |
| 617,113 | 72,294 | - | 689,407 | |
| ACCUMULATED AMORTIZATIONS AND IMPAIRMENT LOSSES | ||||
| Cost of attracting customers | 327,650 | 49,266 | 376,916 |
Contract costs refers to commissions paid to third parties and other costs related to raising customers' loyalty contracts. These costs 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).
126.362
454,012
163,101
25 417
74.683
(2,389)
151.77
528,695
In the nine months ended on 30 September 2019 and 2020, the movements in this item were as follows:
| 31-12-2018 | INCREASES | DISPOSAL OF NOS TOWERING (NOTE 46) |
TRANSFERS AND OTHERS |
30-09-2019 | |
|---|---|---|---|---|---|
| ACQUISITION COST | |||||
| Telecommunications towers and rooftops | 122,014 | 12,167 | - | 1,346 | 135,527 |
| Movie theatres | 84,816 | 4,620 | 89,436 | ||
| Transponders | 92,395 | (488) | 91,907 | ||
| Equipments | 99,145 | 13,608 | (1,477) | 111,276 | |
| Buildings | 65,282 | 2,815 | (3,675) | 64,422 | |
| Fiber optic rental | 34,157 | 34,157 | |||
| Stores | 14,768 | 1,691 | 149 | 16,608 | |
| Others | 22,290 | 1,461 | 10,652 | 34,403 | |
| 534,867 | 35,874 | 6,995 | 577,736 | ||
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES | |||||
| Telecommunications towers and rooftops | 81,614 | 7,698 | 1,366 | 90,678 | |
| Movie theatres | 67,326 | 4,767 | 72,093 | ||
| Transponders | 50,859 | 4,405 | (୧1) | 55,203 | |
| Equipments | 53,365 | 10,686 | (192) | 63,859 | |
| Buildings | 33,803 | 4,658 | 3,246 | 41,707 | |
| Fiber optic rental | 24,696 | 2,288 | (1,073) | 25,911 | |
| Stores | 9,659 | 1,626 | 147 | 11,432 | |
| Others | 13,061 | 4,106 | 2,776 | 19,943 | |
| 334,383 | 40,234 | 6,209 | 380,827 | ||
| 200,484 | (4,360) | 786 | 196,909 | ||
| 31-12-2019 | INCREASES | DISPOSAL OF NOS TOWERING (NOTE 46) |
TRANSFERS AND OTHERS |
30-09-2020 | |
| ACQUISITION COST | |||||
| Telecommunications towers and roottops | 139,010 | 13,828 | (88,012) | 71,670 | 136,496 |
| Movie theatres | 108,681 | 4,756 | 113,437 | ||
| Transponders | 91,907 | - | 91,907 | ||
| Equipments | 118,564 | 9,227 | 127,791 | ||
| Buildings | 68,603 | 1,382 | (16) | 69,969 | |
| Fiber optic rental | 33,065 | 33,065 | |||
| Stores | 17,838 | ୧ 36 | 18,474 | ||
| Others | 31,324 | 5,598 | (238) | (26) | 36,658 |
| 608,992 | 35,427 | (88,250) | 71,628 | 627,797 | |
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES | |||||
| Telecommunications towers and rooftops | 93,237 | 8,697 | (59,025) | 42,909 | |
| Movie theatres | 72,093 | 5,572 | - | 77,665 | |
| Transponders | 56,671 | 4,404 | - | 61,075 | |
| Equipments | 69,091 | 11,719 | 80,810 | ||
| Buildings | 45,043 | 5,212 | (17) | 50,238 | |
| Fiber optic rental | 26,674 | 2,221 | 28,895 | ||
| Stores | 11,975 | 1,625 | 13,600 | ||
| Others | 15,825 390,609 |
3,387 42,837 |
(172) (59,197) |
(14) (31) |
19,026 374,218 |
The amount of "Transfers and Others" corresponds, mainly, to the net value of asset leases with Cellnex (Note 46), essentially by transference of the tangible assets from NOS Towering (Note 7).
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 September 2020, this item was composed as follows:
| 31-12-2019 | 30-09-2020 | |
|---|---|---|
| INVESTMENTS - EQUITY METHOD | ||
| Sport TV | 4,544 | |
| Dreamia | 3,369 | 3,654 |
| Finstar* | 8,635 | 5,034 |
| Mstar | 1,151 | 1,484 |
| Upstar | 391 | 430 |
| Big Picture 2 Films | 154 | 141 |
| ASSETS | 18,244 | 10,742 |
* Consolidated from Finstar and ZAP Media
Movements in "Investments in jointly controlled companies and associated companies" in the nine months ended on 30 September 2019 and 2020 were as follows:
| 9M 19 | ||
|---|---|---|
| RESTATED | 9M 20 | |
| AS AT JANUARY 1 | 19,585 | 18,244 |
| Gains / (losses) of exercise (Note 35) | 2,272 | 671 |
| Impairment (Note 35) | 1 | (5,396) |
| Changes in equity i) | (71) | (2,776) |
| AS AT SEPTEMBER 30 | 21,786 | 10,742 |
i) consolidation are mainly related to foreign exchange impacts of the investment in currencies other than euro.
The Group's interest in the results and liabilities of the jointly controlled companies and associated companies in the periods ended on 31 December 2019 and 30 September 2020, is as follows:
| 31-12-2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ENTITY | NON CURRENT ASSETS |
CURRENT ASSTES |
NON CURRENT LIABILITIES |
CURRENT LIABILITIES |
EQUITY | REVENUE | NET INCOME |
% HELD | GAIN/(LOSS) ATTRIBUTED TO THE GROUP |
| Sport TV* | 98,003 | 86,330 | 4,324 | 161,834 | 18,175 | 199,021 | (3,570) | 25.00% | (893) |
| Dreamia | 13,147 | 1,237 | 5,851 | 1.795 | 6,738 | 2,309 | (529) | 50.00% | (265) |
| Finstar** | 65,825 | 117,233 | 154,273 | 28,785 | 161,522 | 4,388 | 30.00% | 1,316 | |
| Mstar | 636 | 12.366 | 9.165 | 3,837 | 24.767 | 1,893 | 30.00% | 568 | |
| Upstar | 2.109 | 76.948 | 9,434 | 68.319 | 1,303 | 32.908 | 101 | 30.00% | 30 |
| Big Picture 2 Films | 423 | 2,230 | O | 1.873 | 770 | 6,397 | 144 | 20.00% | 29 |
| 180,143 | 296,344 | 19,618 | 397,260 | 59,608 | 426,923 | 2,426 | 787 |
" The equity is adjusted, against libilities, totaling from supplementary payments rendered by other two shareholders which are above the held percentage.
** Consolidated of Finstar and ZAP Media
| 30-09-2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ENTITY | NON CURRENT ASSETS |
CURRENT ASSTES |
NON CURRENT LIABILITIES |
CURRENT LIABILITIES |
EQUITY | REVENUE | NET INCOME | % HELD | GAIN/(LOSS) ATTRIBUTED TO THE GROUP |
| Sport TV* | 147,583 | 79,952 | 6,324 | 199,623 | 21,588 | 132,536 | 3,414 | 25.00% | 853 |
| Dreamia | 14.075 | 1,099 | 5,959 | 1.908 | 7,307 | 2,387 | 569 | 50.00% | 285 |
| Finstar** | 48.889 | 111,501 | 143,609 | 16.781 | 149,991 | (3,584) | 30.00% | (1,075) | |
| Mstar | 192 | 10.507 | 329 | 5.423 | 4,947 | 21,212 | 1.944 | 30.00% | 583 |
| Upstar | 1.690 | 57.937 | 9.434 | 48.761 | 1.432 | 20,553 | 128 | 30.00% | 39 |
| Big Picture 2 Films | 615 | 1,269 | 271 | 907 | 706 | 2,626 | (64) | 20.00% | (13) |
| 213,044 | 262,266 | 22,317 | 400,232 | 52,762 | 329,305 | 2,407 | 671 |
* The equity is adjusted, against labilities, totalling 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 the nine months ended on 30 September 2020, the assets, liabilities and results of jointly controlled companies Finstar and ZAP Media (Finstar Group) are:
| 30-09-2020 | |||||||
|---|---|---|---|---|---|---|---|
| ENTITY | NON CURRENT ASSETS |
CURRENT ASSTES |
NON CURRENT LIABILITIES |
CURRENT LIABILITIES |
EQUITY | REVENUE | NET INCOME |
| Finstar | 19.576 | 94.659 | 105.068 | 9.167 | 132,313 | (3,800) | |
| ZAP Media | 16.052 | 15.828 | 889 | 32,114 | (1,123) | 17,679 | (1,895) |
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 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).
| 31-12-2019 | 30-09-2020 | |||||
|---|---|---|---|---|---|---|
| CURRENT | NON CURRENT | CURRENT | I NON CURRENT | |||
| Accounts receivables i) | 5,608 | 5.032 | 4,646 | 9,109 | ||
| Advances to suppliers | 24,552 | 1 | 19,201 | |||
| 30,160 | 5,032 | 23,847 ' | 9,109 | |||
| Impairment of other receivable | (2,032) | (968) | (1,287) | (1,365) | ||
| 28,128 | 4,064 | 22,560 | 7.144 |
At 31 December 2019 and 30 September 2020, this item was composed as follows:
i) loans from Group and interests' receivable, to associated companies and the amount receivable of 5.2 million euros 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:
| 9M 19 | 9M 20 | |
|---|---|---|
| RESTATED | ||
| AS AT JANUARY 1 | 967 | 3,000 |
| Increases (Note 34) | 299 | 343 |
| Utilizations / Others | (93) | (691) |
| AS AT SEPTEMBER 30 | 1,173 | 2,652 |
At 31 December 2019 and 30 September 2020, these items were composed as follows:
| 31-12-2019 | 30-09-2020 | |||
|---|---|---|---|---|
| RECEIVABLE | PAYABLE | RECEIVABLE. | PAYABLE | |
| NON CURRENT | ||||
| Debt regularization | 149 | - | 149 | |
| 149 | l | 149 | ||
| CURRENT | ||||
| Value-added tax | 4,211 | 19,102 | 6,940 | 4,678 |
| Income taxes | 43,428 | 52,954 | ||
| Personnel income tax witholdings | - | 3,597 | 1,545 | |
| Social Security contributions | 1,913 | 1,834 | ||
| Others | 420 | 162 | 420 | 99 |
| 4,631 | 68,202 | 7,360 | 61,110 | |
| 4,780 | 68,202 | 7,509 | 61,110 |
At 31 December 2019 and 30 September 2020, the amounts of IRC (Corporate Income Tax) receivable and payable were composed as follows:
| 31-12-2019 | 30-09-2020 |
|---|---|
| (25,969) Estimated current tax on income |
(32,540) |
| (43,402) l ax processes |
(44,043) |
| 20,593 Payments on account |
21,996 |
| Withholding income taxes 4,096 |
411 |
| Others 1,254 |
1,222 |
| (43,428) | (52,954) |
In the nine months ended on 30 September 2020, the item "Tax processes" includes liabilities, related to 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 company's taxable profit between 1.5 million euros and 7.5
million euros, by 5% to the company's taxable profit which exceeds 7.5 million euros, and by 9% to the company's taxable profit above 35 million euros.
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 September 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 nine months ended on 30 September 2019 and 2020 were as follows:
| 31-12-2018 | INCOME (NOTE B) |
EQUITY | DISPOSAL OF NOS TOWERING (NOTE 46) |
30-09-2019 | |
|---|---|---|---|---|---|
| DEFERRED INCOME TAX ASSETS | |||||
| Impairment of other receivable | 4,796 | (3,655) | 1 | 1,141 | |
| Inventories | 1,610 | 158 | 1,768 | ||
| Other provision and adjustments | 51.956 | (5,767) | - | 46,189 | |
| Intragroup gains | 22,098 | (2,709) | 19,389 | ||
| Liabilities recorded as part of the allocation of fair value to the liabilities acquired in the merger |
4,943 | (183) | 4,760 | ||
| Derivatives | 238 | 88 | (243) | 83 | |
| 94,404 | (20,831) | (243) | 73,330 | ||
| DEFERRED INCOME TAX LIABILITIES | |||||
| Revaluations of assets as part of the allocation of fair value to the assets acquired in the merger |
2,846 | (183) | 2,663 | ||
| Derivatives | 127 | (108) | 26 | ||
| Liabilities recognised under application of IFRS16 | 6,090 | 6,090 | |||
| Others | 2,270 | ర్తిరి | 2,369 | ||
| 5,123 | 6,133 | (108) | 11,148 | ||
| NET DEFERRED TAX | 89,281 | (26,964) | (135) | 62,182 |
| 31-12-2019 | INCOME (NOTE B) |
EQUITY | DISPOSAL OF NOS TOWERING (NOTE 46) |
30-09-2020 | |
|---|---|---|---|---|---|
| DEFERRED INCOME TAX ASSETS | |||||
| Impairment of other receivable | 1,471 | 5,935 | 7,406 | ||
| Inventories | 1,871 | 214 | 2,085 | ||
| Other provision and adjustments | 51.825 | (3,386) | - | (3,181) | 45,258 |
| Intragroup gains | 20,091 | 3,142 | (2,088) | 21,145 | |
| Liabilities recorded as part of the allocation of fair value to the liabilities acquired in the merger |
5,080 | 5,080 | |||
| Assets recognised under application of IFRS 16 | = | 4,332 | - | (1,618) | 2,714 |
| Derivatives | 90 | 112 | 37 | 239 | |
| 80,428 | 10,349 | 37 | (6,887) | 83,927 | |
| DEFERRED INCOME TAX LIABILITIES | |||||
| Revaluations of assets as part of the allocation of fair value to the assets acquired in the merger |
2,799 | (110) | 2,689 | ||
| Liabilities recognised under application of IFRS 16 | 6,324 | (6,291) | - | 33 | |
| Others | 2,503 | (୧୦) | 2,443 | ||
| 11,626 | (6,461) | 5,165 | |||
| NET DEFERRED TAX | 68,802 | 16,810 | 37 | (6,887) | 78,762 |
At 30 September 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 36.0 million euros (31 December 2019: 40.3 million euros; and ii) Other provisions amounted to 9.2 million euros (31 December 2019: 11.5 million euros).
The revaluations of assets refer to the appreciation of telecommunications licenses and other assets at the merger of Group companies.
At 30 September 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 Group's companies, which are regularly revised and updated.
At 30 September 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 nine months ended on 30 September 2019 and 2020, the reconciliation between the nominal and effective rates of tax was as follows:
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 20 |
9M 20 | |
|---|---|---|---|---|
| Income before taxes | 62,476 | 175,235 | 48,058 | 86,411 |
| Statutory tax rate | 22.5% | 22.5% | 22.5% | 22.5% |
| ESTIMATED TAX | 14,057 | 39,428 | 10,813 | 19,442 |
| Permanent differences i) | 107 | (93) | (60) | 2,468 |
| Differences in tax rate of group companies | (45) | (1,113) | (5) | 40 |
| Tax benefits ii) | (2,097) | (8,263) | (7,014) | (10,789) |
| State surcharge | 2,979 | 8,421 | 1,177 | 2,974 |
| Autonomous taxation | 183 | 548 | 134 | 512 |
| Others | (77) | (591) | (1,083) | (378) |
| INCOME TAXES | 15,107 | 38,337 | 3,961 | 14,269 |
| Effective Income tax rate | 24.2% | 21.9% | 8.2% | 16.5% |
| Income tax | 10,791 | 11,373 | 14,791 | 31,079 |
| Deferred tax | 4,316 | 26,964 | (10,830) | (16,810) |
| 15,107 | 38,337 | 3,961 | 14,269 |
i)
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3º QUARTER 20 |
9M 20 | |
|---|---|---|---|---|
| Equity method (Note 35) | (1,007) | (2,296) | (634) | 9.128 |
| Others | 1,485 | 1,884 | 366 | 1,839 |
| 478 | (412) | (268) | 10,967 | |
| 22.5% | 22.5% | 22.5% | 22.5% | |
| 107 | (93) | (60) | 2,468 |
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 September 2020, this item was composed as follows:
| 31-12-2019 | 30-09-2020 | |
|---|---|---|
| INVENTORIES | ||
| Telco | 39.476 | 56,950 |
| Audiovisuals | 1,278 | 1,095 |
| 40,754 | 58,045 | |
| IMPAIRMENT OF INVENTORIES | ||
| Telco | (6,083) | (6,797) |
| Audiovisuals | (590) | (610) |
| (6,673) | (7,407) | |
| 34,081 | 50,638 |
The movements occurred in impairment adjustments were as follows:
| 9M 19 RESTATED |
9M 207 | |
|---|---|---|
| AS AT JANUARY 1 | 6,167 | 6,673 |
| Increase and decrease - Cost of products sold (Note 32) | 1,888 | 1,945 |
| Utilizations / Others | (1,273) | (1,210) |
| AS AT SEPTEMBER 30 | 6.782 | 7.408 |
At 31 December 2019 and 30 September 2020, this item was as follows:
| 31-12-2019 | 30-09-2020 | |
|---|---|---|
| Trade receivables | 451,086 | 402,640 |
| Unbilled revenues i) | 64.754 | 44,437 |
| 515,840 | 447,077 | |
| Impairment of trade receivable | 154,128) | (188,367) |
| 361,712 | 258,710 |
i) already met or partially met and whose invoicing will occur subsequently.
The variation in the item "Accounts receivable - customers" results, predominantly, from the disposal of NOS International Carrier Services and the respective cancellation of its contribution (Note 45), and reinforcement of impairments.
The movements occurred in impairment adjustments were as follows:
| 9M 19 | 9M 20 | ||
|---|---|---|---|
| RESTATED | |||
| AS AT JANUARY 1 | 139,822 | 154,128 | |
| Increases and decreases (Note 34) | 11.433 | 10,704 | |
| Penalties - i) | 13,899 | 16,517 | |
| Other losses / (gains) non-recurrent (Note 38) | 27,897 | ||
| Losses/ (Gains) in participated companies (Note 35) | 4,135 | ||
| Utilizations / Others | (21,214) | (25,014) | |
| AS AT SEPTEMBER 30 | 143,940 | 188,367 |
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 30 September 2020, the contract assets, in the amount of 64.9 million euros ( 31 December 2019: 68.1 million euros), 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 September 2020, this item was composed as follows:
| 31-12-2019 | 30-09-2020 |
|---|---|
| 22,232 Programming costs i) |
14,266 |
| Advertising 183 |
1,065 |
| 824 Insurance |
1,016 |
| 6,686 Costs of litigation procedure activity ii) |
1,757 |
| Others iii) 14,029 |
18,473 |
| 43,954 | 36,577 |
Expenses to be recognised from various supplies and external services, such as specialised works, maintenance and repair work and others, billed in advance by suppliers (quarterly or annual billing), the respective expense being recognised in the income statement as the service is provided.
At 30 September 2020, NOS had contracted two interest rate swaps that ascend to a total of 151 million euros (31 December 2019: 150 million euros) whose swaps maturities expires in 2020 and 2022. The fair value of interest rate swaps, in the negative amount of 168 thousand euros (31 December 2019: negative amount of 38 thousand euros), was recorded in liabilities, against shareholder's equity.
At 30 September 2020, NOS had contracted two own shares derivatives, in the amount of 1,681 thousand euros (31 December 2019: 2,640 thousand euros), maturing in March 2021 and 2022 , 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 1,955 thousand euros (31 December 2019: 5,085 thousand euros), whose fair value amounts to a negative net amount of 132 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 | 1 | 1 | 135 | 265 |
| 30-09-2020 | |||||
|---|---|---|---|---|---|
| ASSETS | LIABILITIES | ||||
| NOTIONAL | CURRENT | NON CURRENT |
CURRENT | NON CURRENT |
|
| Interest rate swaps | 151,081 | 168 | |||
| Equity swaps | 1,681 | - | 319 | 442 | |
| Exchange rate forward | 1,955 | - | 132 | - | |
| 154,717 | 1 | 451 | 610 |
Movements during the nine months ended on 30 September 2019 and 2020 were as follows:
| 31-12-2018 | RESULT | EQUITY | 30-09-2019 | |
|---|---|---|---|---|
| Fair value interest rate swaps | (1,211) | - | 1,081 | (130) |
| Fair value exchange rate forward | 32 | 74 | 106 | |
| Fair value equity swaps | 153 | 87 | 481 | (241) |
| DERIVATIVES | (1,026) | 161 | 600 | (265) |
| Deferred income tax liabilities | (7) | 127 | 108 | (26) |
| Deferred income tax assets | 238 | 88 | (243) | 83 |
| DEFERRED INCOME TAX | 231 | (39) | (135) | 57 |
| (795) | 122 | 465 | (208) |
| 31-12-2019 | RESULT | EQUITY | 30-09-2020 | |
|---|---|---|---|---|
| Fair value interest rate swaps | (38) | (130) | (168) | |
| Fair value exchange rate torward | (16) | (116) | - | (132) |
| Fair value equity swaps | (346) | (379) | (36) | (761) |
| DERIVATIVES | (400) | (495) | (166) | (1,061) |
| Deferred income tax assets | 90 | 112 | 37 | 239 |
| DEFERRED INCOME TAX | 90 | 112 | 37 | 239 |
| (310) | (383) | (129) | (822) |
At 31 December 2019 and 30 September 2020, this item was composed as follows:
| 31-12-2019 | 30-09-2020 | |
|---|---|---|
| Cash | 857 | 518 |
| Terms deposits i) | 11,962 | 179,750 |
| 12,819 | 180,268 |
i) euros, respectively, recorded in the item "Current deposits" whose use is restricted, because they are held by the Capital Fund NOS 5G,subscribed by NOS.
Additionally, the increase on current deposits balance results from the received value from the disposal of NOS Towering, on 30 September 2020, in the amount of 398.6 million euros (Note 46), partially non used.
At 31 December 2019 and 30 September 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 September 2020 are:
| 31-12-2019 | 30-09-2020 | ||||
|---|---|---|---|---|---|
| NUMBER OF SHARES |
% SHARE CAPITAL |
NUMBERTOF SHARES |
% SHARE CAPITAL |
||
| ZOPT, SGPS, SA (1) | 268,644,537 | 52.15% | 268,644,537 | 52.15% | |
| Sonae, SGPS, S.A. (2) | 1 | 38,000,000 | 7.38% | ||
| 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% | |
| TOTAL | 290,585,082 | 56.41% 328,585,082 | 63.78% |
(1) Portuguese Securities Code, a qualified shareholding of 33.45% of the share capital and voting rights of company, calculated in accordance with Article 20 of the Securities Code, is attributable to Sonaecom SGPS S.A. (7,38% directly and 26.07% from the participation of 50% on the capital of ZOPT, SGPS, SA) and to the entities in a control relationship it, namely, SONTEL, BV and SONAE, SGPS, S.A, companies directly and indirectly controlled by EFANOR INVESTIMENTOS, SGPS, S.A..
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 September 2020 there were 3,069,601 own shares, representing 0.5959% of share capital (31 December 2019: 2,595,541 own shares, representing 0.5038% of the share capital).
Movements in the nine months ended on 30 September 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 | (631,447) | (3,702) |
| Distribution of own shares - other remunerations | (57.691) | (338) |
| BALANCE AS AT 30 SEPTEMBER 2019 | 1,990,718 | 11,639 |
| BALANCE AS AT 1 JANUARY 2020 | 2,595,541 | 14,655 |
| Acquisition of own shares | 1,440,000 | 4,584 |
| Distribution of own shares - share incentive scheme | (875,646) | (4,931) |
| Distribution of own shares - other remunerations | (90,294) | (510) |
| BALANCE AS AT 30 SEPTEMBER 2020 | 3,069,601 | 13,798 |
Company law and NOS Articles of Association establish that at least 5% of the Company's annual 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 September 2020, NOS had reserves, which by their nature are considered distributable for an amount of approximately 299.2 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 | |
| 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.
| DIVIDENDS | |
|---|---|
| Dividends | 143,215 |
| Dividends of own shares | 699) |
| DIVIDENDS PAID | 142,516 |
The movements of the non-controlling interests occurred during the nine months ended on 30 September 2019 and 2020 and the results attributable to non-controlling interests for the year are as follows:
| 31-12-2018 | ATTRIBUTABLE PROFITS |
OTHERS | 30-09-2019 | |
|---|---|---|---|---|
| NOS Madeira | 5,660 | (46) | 4) | 5,611 |
| NOS Acores | 1,636 | (186) | (2) | 1,448 |
| 7.296 | (231) | (୧) | 7.059 |
| 31-12-2019 | ATTRIBUTABLE PROFITS |
OTHERS | 30-09-2020 | |
|---|---|---|---|---|
| NOS Madeira | 5,502 | (362) | 5,139 | |
| NOS Acores | 1,540 | (211) | 1,328 | |
| 7,042 | (573) | (2) | 6,467 |
At 31 December 2019 and 30 September 2020, the composition of borrowings was as follows:
| 31-12-2019 | 30-09-2020 | |||
|---|---|---|---|---|
| CURRENT | NON- CURRENT |
CURRENT | NON- CURRENT |
|
| LOANS - NOMINAL VALUE | 82,851 | 1,024,667 | 97,033 | 855,833 |
| Debenture loan | 575,000 | 575,000 | ||
| Commercial paper | 55,000 | 413,000 | 77,500 | 262,500 |
| Foreign loans | 18,333 | 36,667 | 18,333 | 18,333 |
| Bank overdrafts | 9,518 | 1,200 | ||
| LOANS - ACCRUALS AND DEFERRALS | 1,770 | (2,848) | 119 | (1,232) |
| LOANS - AMORTISED COST | 84,621 | 1,021,819 | 97,152 | 854,601 |
| LEASES | 58,660 | 195,028 | 64,606 | 511,796 |
| 143,281 | 1,216,847 | 161,758 | 1,366,397 |
During the nine months ended on 30 September 2020, the average cost of debt of the used lines was approximately 1.2% (2019: 1.5%).
At 30 September 2020 there is no default in terms of capital, interest, conditions for redemption on loans payable or other commitments.
At 30 September 2020, NOS has a total amount of 575 million euros of bonds issued, respectively, with maturity after one year:
At 30 September 2020, an amount of 411 thousand euros, corresponding to interest and commissions, was added from this amount and recorded in the item "Loans - accruals and deferrals".
At 30 September 2020, the Company has borrowings of 340 million euros in the form of commercial paper. The total amount contracted, under underwriting securities, is of 755 million euros, corresponding to thirteen programmes, with six banks, 580 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 noncurrent, since the Company can renew unilaterally current issues on or before the programmes' maturity dates and because they are underwritten by the 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 September 2020 an amount of 562 thousand euros, corresponding to interest and commissions, was added to this amount, and recorded in the item "Loans - accruals and deferrals".
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 September 2020, the amount in borrowings corresponds to 37 million euros.
At 30 September 2020, an amount of 1,263 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 September 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 | 30-09-2020 | |
|---|---|---|
| Until 1 year | 65,160 | 90,564 |
| Between 1 and 5 years | 149.804 | 269,887 |
| Over 5 years | 62,146 | 427,262 |
| 277,110 | 787,714 | |
| Future financial costs (lease) | (23,422) | (211,312) |
| PRESENT VALUE OF LEASE LIABILITIES | 253,688 | 576,402 |
| 31-12-2019 | 30-09-2020 | |
|---|---|---|
| Until 1 vear | 58,660 | 64,606 |
| Between 1 and 5 years | 136,823 | 184.193 |
| Over 5 years | 58,205 | 327,603 |
| 253,688 | 576,402 |
The leases increase during the nine months ended on 30 September 2020 results from the lease agreement with Cellnex (Note 46).
The maturities of the loans obtained are as follows:
| 31-12-2019 | 30-09-2020 | ||||||
|---|---|---|---|---|---|---|---|
| UNTIL 1 YEAR | BETWEEN 1 AND 5 YEARS |
OVER 5 YEARS TUNTIE TYEAR | BETWEEN 1 AND 5 YEARS |
OVER 5 YEARS. | |||
| Debenture loan | 2,334 | 573,221 | 779 | 573,809 | |||
| Commercial paper | 55,648 | 362,949 | 50,000 | 78,103 | 212,459 | 50,000 | |
| Foreign loans | 17,121 | 35,649 | 1 | 17,070 | 18,333 | ||
| Bank overdrafts | 9,518 | 1,200 | |||||
| Leases | 58,660 | 136,823 | 58,205 | 64,606 | 184,193 | 327,603 | |
| 143,281 | 1,108,642 | 108,205 | 161,758 | 988,794 | 377,603 |
At 31 December 2019 and 30 September 2020, the provisions were as follows:
| 31-12-2019 | 30-09-2020 | |
|---|---|---|
| Litigation and other - i) | 30.263 | 25,753 |
| Dismantling and removal of assets - ii) | 39,032 | 25,037 |
| Contingent liabilities - iii) | 23,827 | 23,827 |
| Contingencies - other - iv) | 1,837 | 3,375 |
| 94.959 | 77,992 |
In 2013, ANACOM deliberated to approve the final results of the CLSU audit presented by MEO, relative to the period from 2007 to 2009, in a total amount of 66.8 million euros, a decision that was contested by the Company. In January 2015, ANACOM issued the settlement notes in the amount of 18.6 million euros related to NOS, SA, NOS Madeira and NOS Acores which were contested by NOS and for which a bail was presented by NOS SGPS (Note 42) to avoid Tax Execution Proceedings. The guarantees have been accepted by ANACOM.
In 2014, ANACOM deliberated to approve the final results of the CLSU audit by MEO, relative to the period from 2010 to 2011, in a total amount of 47.1 million euros, a decision also contested by NOS. In February 2016, ANACOM issued the settlement
notes in the amount of 13 million euros, related to NOS, SA, NOS Madeira and NOS Açores which were also contested and for which it was before also presented bail by NOS SGPS in order to avoid the promotion of respective tax enforcement processes. The guarantees that have been accepted by ANACOM.
In 2015, ANACOM deliberated to approve the final results of the audit to CLSU presented by MEO relative to the period from 2012 to 2013, in the amount of 26 million euros and 20 million euros, respectively, and as the others, it was contested by NOS. In December 2016, the notices of settlement were issued relating to NOS, SA, NOS Madeira and NOS Acores, corresponding to that period, totalling 13.6 million euros that were contested by NOS and for which guarantees have been already presented by NOS SGPS in order to avoid the promotion of the respective proceedings of tax execution. The guarantees were also accepted by ANACOM.
In 2016, ANACOM approved the results of the audit to the CLSU presented by MEO related with the period between January and June 2014, for an amount of 7.7 million euros that was contested by NOS, in standard terms.
In 2017, NOS, SA, NOS Madeira and NOS Açores were notified of the decision of ANACOM concerning the entities that are obliged to contribute toward the compensation fund and the setting of the values of contributions corresponding to CLSU that must be compensated and relating to the months of 2014 in which MEO still remained as provider of the Universal Service, which establishes for all these companies a contribution totalling close to 2.4 million euros. In December 2017, the settlement notes relating to NOS, SA, NOS Madeira and NOS Acores, concerning that period, were issued in the amount of approximately 2.4 million euros, which were challenged by NOS and for which guarantees have also been presented by NOS SGPS, in order to avoid the promotion of their tax enforcement procedures. The guarantees were also accepted by ANACOM.
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;
The amount under the caption "Contingencies - other" refers to provisions for risks related iv) 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.
| 31-12-2018 | INCREASES | DECREASES | OTHERS | 30-09-2019 | |
|---|---|---|---|---|---|
| Litigation and other | 58.369 | 8,961 | (6,384) | 60.946 | |
| Dismantling and removal of assets | 34,626 | 89 | (89) | 3,084 | 37,710 |
| Contingent liabilities | 32.055 | (663) | 31,391 | ||
| Contingencies - other | 3,765 | 4.455 | (1,481) | (4,491) | 2,248 |
| 128,815 | 13,505 | (8,617) | (1,407) | 132,295 |
During the nine months ended on 30 September 2019, movements in provisions were as follows:
During the nine months ended on 30 September 2019, increases refer mainly to provisions for legal claims plus interests and the reductions refer, mainly, to the reassessment of several legal contingencies.
During the nine months ended on 30 September 2020, movements in provisions, were as follows:
| 31-12-2019 | INCREASES | DECREASES | OTHERS | 30-09-2020 | |
|---|---|---|---|---|---|
| Litigation and other | 30,263 | 1,923 | (6,310) | (123) | 25,753 |
| Dismantling and removal of assets | 39,032 | 597 | (73) | (14,519) | 25,037 |
| Contingent liabilities | 23,827 | 1 | 23,827 | ||
| Contingencies - other | 1.837 | 4,100 | (31) | (2,531) | 3,375 |
| 94,959 | 6,620 | (6,414) | (17,173) | 77,992 |
During the nine months ended on 30 September 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 and compensations to be paid to employees.
The movements recorded in "Others", under the heading "Dismantling and removal of assets" correspond, predominantly, to the value of the provision of dismantling disposed assets with the disposal of NOS Towering (Note 46).
The net movements for the nine months ended on 30 September 2019 and 2020 reflected in the income statement under Provisions were as follows:
| 9M 19 RESTATED |
9M 20 |
|---|---|
| Provisions and adjustments (Note 34) (4,462) |
(4,180) |
| Other losses / (gains) non-recurrent (Notes 37 and 38) 7,023 |
4,102 |
| Interests - dismantling - |
524 |
| Income tax (Note 12) 1 |
(1,017) |
| Other interests 2,327 |
777 |
| INCREASES AND DECREASES IN PROVISIONS 4,888 |
206 |
At 31 December 2019 and 30 September 2020, this item was composed as follows:
| 31-12-2019 | 30-09-2020 | |
|---|---|---|
| NON-CURRENT | ||
| Others | 667 | 386 |
| 667 | 386 | |
| CURRENT | ||
| Invoices to be issued by operators i) | 73,113 | 61,337 |
| Vacation pay and bonuses | 25,545 | 24,410 |
| Professional services | 10,703 | 13,560 |
| Taxes (ANACOM and Cinema Law) | 10,169 | |
| Investments in tangible and intangible assets | 20,046 | 15,854 |
| Content and film rights | 13,313 | 10,753 |
| Programming services | 11,058 | 9,392 |
| Advertising | 14,916 | 10,379 |
| Costs of litigation procedure activity | 8,614 | 6,227 |
| Comissions | 6,198 | 6,590 |
| Energy and water | 4,660 | 2,606 |
| Maintenance and repair | 1,788 | 1,558 |
| Other accrued expenses | 13,772 | 14,677 |
| 203.726 | 187.512 |
i) 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 September 2020, this item was composed as follows:
| 31-12-2019 | 30-09-2020 | ||||
|---|---|---|---|---|---|
| CURRENT | NON- CURRENT |
CURRENT | NON- CURRENT |
||
| Advanced billing i) | 33,436 | 25,701 | |||
| Investment subsidy ii) | 398 | 5,123 | 397 / | 4,828 | |
| 33,834 | 5,123 | 26,098 | 4,828 |
i) This item relates mainly to the billing of Pay TV services regarding the following month to the report period and amounts received from NOS Comunicações' customers, related with the recharges of mobile phones and purchase of telecommunications minutes yet unused.
ii) interest rates below market value (Note 23).
At 31 December 2019 and 30 September 2020, this item was composed as follows:
| 31-12-2019 | 30-09-2020 | |
|---|---|---|
| Suppliers current account | 257,824 | 242,329 |
| Invoices in reception and conference | 1.675 | 466 |
| 259,499 | 242,795 |
At 31 December 2019 and 30 September 2020, this item was composed as follows:
| 31-12-2019 | 30-09-2020 | |
|---|---|---|
| NON-CURRENT | ||
| Assignment of receivables without recourse i) | 3,855 | 1,554 |
| 3,855 | 1,554 | |
| CURRENT | ||
| Fixed assets suppliers | 27,689 | 24,098 |
| Assignment of receivables without recourse i) | 4,865 | 2,618 |
| Advances from customers | 112 | 105 |
| Others | 1,169 | 2,594 |
| 33,835 | 29,415 | |
| 37,690 | 30,969 |
i) by Banco Comercial Português and Caixa Geral de Depósitos, which it ceded future credits, amounting 63.9 million euros, to be generated by a portfolio of Corporate customers. In the nine months ended on 30 September 2020, the balance amounts to 4.2 million euros. This does not imply any change in the accounting treatment of the receivables or in the relationship with their customers.
Consolidated operating revenues, for the nine months ended on 30 September 2019 and 2020, were as follows:
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 20 | 9M 20 | |
|---|---|---|---|---|
| SERVICES RENDERED: | ||||
| Communications service revenues (i) | 312,142 | 931,188 | 307,112 | 899,128 |
| Revenue distribution and cinematographic exhibition (ii) | 16,861 | 40,299 | 2,605 | 10,973 |
| Advertising revenue (iii) | 5,229 | 16,197 | 3,802 | 10,655 |
| Production and distribution of content and channels (iv) | 7,571 | 22,483 | 6,255 | 21,595 |
| Others | 554 | 2,375 | 633 | 2,018 |
| 342,356 | 1,012,542 | 320,407 | 944,369 | |
| SALES: | ||||
| Telco v) | 17.251 | 48,142 | 20,744 | 52,827 |
| Audiovisuals and cinema exhibition vi) | 5,013 | 12,936 | 1,044 | 4,272 |
| 22,263 | 61,078 | 21,788 | 57,099 | |
| OTHER OPERATING REVENUES: | ||||
| Telco | 5,734 | 17.990 | 4,501 | 11,561 |
| Audiovisuals and cinema exhibition | 142 | 407 | 246 | 548 |
| 5,876 | 18,397 | 4,747 | 12,109 | |
| 370,495 | 1,092,017 | 346,942 | 1,013,577 |
These operating revenues are shown net of inter-company eliminations.
In the nine months ended on 30 September 2019 and 2020, this item was composed as follows:
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 20 | 9M 20 | |
|---|---|---|---|---|
| Remuneration | 16,868 | 46,875 | 16,473 | 48,622 |
| Social taxes | 4,306 | 12,562 | 4,185 7 | 12,568 |
| Social benefits | 484 | 1,446 1 | 519 | 1,506 |
| Other | 216 | 1,232 | 131 | 759 |
| 21,874 | 62,115 | 21,308 | 63,455 |
ln the nine months ended on 30 September 2019 and 2020, the average number of employees of the companies included in the consolidation was 2,466 and 2,383, respectively. At 30 September 2020, the number of employees of the companies included in the consolidation was 2,269 employees.
The costs of compensations paid to employees, since they are non-recurring costs, are recorded in the item "Restructuring costs" (Note 37).
In the nine months ended on 30 September 2019 and 2020, this item was composed as follows:
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 20 | 9M 20 | |
|---|---|---|---|---|
| Exhibition costs | 54,935 | 159.218 | 46,559 | 124,252 |
| Traffic costs | 18,736 | 63,950 | 19,346 | 58,367 |
| Capacity costs | 12,084 | 35,833 | 11,734 | 36,683 |
| Costs related to corporate customers services | 5,148 | 16,308 | 6,971 | 21,985 |
| Shared advertising revenues | 3.240 | 10,105 | 2,882 | 7,409 |
| 94,144 | 285,414 | 87,492 | 248,696 |
In the period ended on 30 September 2020, content costs related to onerous contracts were recognized under the heading "Other non-recurring costs / (gains)", in the amount of 10.8 million euros (Note 38).
In the nine months ended on 30 September 2019 and 2020, this item was composed as follows:
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 20 | 9M 20 | |
|---|---|---|---|---|
| Costs of products sold | 13,860 | 40,358 | 18,315 | 47,535 |
| Increases / (decreases) in inventories impairments (Note 15) | 433 | 1.888 | 637 | 1,945 |
| 14.293 | 42,246 | 18,952 | 49,480 |
In the nine months ended on 30 September 2019 and 2020, this item was composed as follows:
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 20 | 9M 20 | |
|---|---|---|---|---|
| SUPPORT SERVICES: | ||||
| Call centers and customer support | 7,711 | 23,062 | 8,689 | 26,836 |
| Administrative support and others | 8,624 | 26,812 | 7,775 | 24,832 |
| Information systems | 3,008 | 9,942 | 3,000 | 9,558 |
| 19,343 | 59,816 | 19,464 | 61,226 | |
| SUPPLIES AND EXTERNAL SERVICES: | ||||
| Maintenance and repair | 10,488 | 30,289 | 10,421 | 31,520 |
| Electricity | 5,168 | 16,794 | 4,527 | 15,396 |
| Professional services | 3,013 | 8,636 | 2,900 | 8,163 |
| Communications | 1,434 | 4,417 | 982 | 3,031 |
| Installation and removal of terminal equipment | 1,175 | 4,589 | 774 | 2,280 |
| Travel and accommodation | 985 | 3,269 | 284 | 1,282 |
| Other supplies and external services | 6,599 | 16,724 | 2,644 | 11,657 |
| 28,862 | 84,718 | 22,532 | 73,329 |
Given the application of IFRS 16, (Note 2.1) discounts from rents were recognised, on the item "Other Supplies and external services", in the amount of approximately 4 million euros.
In the nine months ended on 30 September 2019 and 2020, these items were composed as follows:
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 20 | 9M 20 | |
|---|---|---|---|---|
| Provisions (Note 24) | 81 | (4.499) | 342 | (4,180) |
| Impairment of account receivables - trade (Note 16) | 2.981 | 11,433 | 3,682 | 10,704 |
| Impairment of account receivables - others (Note 12) | 34 | 299 | 227 | 343 |
| Others | 11 | (9) | ||
| 3.107 | 7.244 | 4,255 | 6,858 |
In the nine months ended on 30 September 2019 and 2020, this item was composed as follows:
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 20 | 9M 20 | |
|---|---|---|---|---|
| EQUITY METHOD (NOTE 11) | ||||
| Sport TV | 421 | 844 | (3,233) | (853) |
| Dreamia | (19) | (216) | (39) | (284) |
| Finstar | (1,155) | (2,033) | (289) | 1,075 |
| Mstar | (218) | (825) | (211) | (583) |
| Upstar | (6) | (28) | (25) | (39) |
| Others | 23) | 14 | 14 | 13 |
| (999) | (2,272) | (3,784) | (671) | |
| OTHERS !) | (8) | (24) | 3,150 | 9,799 |
| (1,007) | (2,296) | (634) | 9,128 |
i) 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 5.4 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 nine months ended on 30 September 2019 and 2020, this item was composed as follows:
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 20 | 9M 20 | |
|---|---|---|---|---|
| TANGIBLE ASSETS | ||||
| Buildings and other constructions | 2,557 | 7,134 | 235 | 5,820 |
| Basic equipment | 35,042 | 111,872 | 42,158 | 111,658 |
| Transportation equipment | 2 | 2 | ||
| Tools and dies | 16 | 42 | 10 | 34 |
| Administrative equipment | 1,207 | 3,237 | 1,048 | 3,412 |
| Other tangible assets | 166 | ટકે | 134 | 432 |
| 38,989 | 122,837 | 43,885 | 121,358 | |
| INTANGIBLE ASSETS | ||||
| Industrial property and other rights | 19,514 | 59,254 | 20,703 | 66,355 |
| 19,514 | 59,254 | 20,703 | 66,355 | |
| CONTRACT COSTS | ||||
| Contract costs | 25,558 | 75,647 | 24,568 | 74,683 |
| 25,558 | 75,647 | 24,568 | 74,683 | |
| RIGHTS OF USE | ||||
| Rights of use | 13,451 | 40,234 | 14,419 | 42,837 |
| 13,451 | 40,234 | 14,419 | 42,837 | |
| INVESTIMENT PROPERTY | ||||
| Investment property | 2 | ধ | 12 | |
| 2 | 4 | 12 | ||
| 97,513 | 297,974 | 103,579 | 305,245 |
In the nine months ended on 30 September 2019 and 2020, this item was composed as follows:
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 20 | 9M 20 | |
|---|---|---|---|---|
| Personnel compensation | 652 | 3.059 | 3,421 | 4,103 |
| Supplies and external services related to reestructuring process | 1,730 | 2.631 | ||
| Personnel costs related to non-recurrent projects | 373 | 1,329 | 387 | |
| 2.755 | 7.019 | 3,492 | 4.490 |
In the nine months ended on 30 September 2019 and 2020, the other non-recurring costs / (gains) was composed as follows:
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 20 | 9M 20 | |
|---|---|---|---|---|
| COSTS: | ||||
| Losses resulting from COVID-19 impacts (Note 47) i) | 1,279 | 42,665 | ||
| Others | 4.345 | 7,634 | (285) | 6,995 |
| TOTAL | 4,345 | 7,634 | 994 | 49,660 |
In Note 47.1. additional disclosures about the impacts arising from COVID-19 are presented.
In the nine months ended on 30 September 2019 and 2020, financing costs and other financial expenses / (income) were composed as follows:
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 20 | 9M 20 | |
|---|---|---|---|---|
| FINANCING COSTS: | ||||
| INTEREST EXPENSE: | ||||
| Borrowings | 3,127 | 10,051 | 2,758 | 8,282 |
| Finance leases | 2,058 | 6,843 | 1,609 | 4,786 |
| Derivatives | 371 | 1,151 | 18 | ટેટ |
| Others | 1,154 | 1,902 | 486 | 2,243 |
| 6,710 | 19,947 | 4,871 | 15,366 | |
| INTEREST EARNED | (898) | (3.497) | (812) | (2,056) |
| 5,812 | 16,450 | 4,059 | 13,310 | |
| NET OTHER FINANCIAL EXPENSES /(INCOME): | ||||
| Comissions and guarantees | 811 | 2,203 | 943 | 2,382 |
| Others | 185 | 562 | 20 | 351 |
| 996 | 2.765 | 963 | 2,733 |
Interest earned mainly corresponds to default interests charged to customers.
Earnings per share for the nine months ended on 30 September 2019 and 2020 were calculated as follow:
| 3° QUARTER 19 RESTATED |
9M 19 RESTATED |
3° QUARTER 20 | 9M 20 | |
|---|---|---|---|---|
| Consolidated net income attributable to shareholders | 47,897 | 138,093 | 44,135 | 79,121 |
| Number of ordinary shares outstanding during the period (weighted average) |
513,166,298 | 513,226,521 | 512,466,203 | 512,760,589 |
| Basic earnings per share - euros | 0.09 | 0.27 | 0.09 | 0.15 |
| Diluted earnings per share - euros | 0.09 | 0.27 | 0.09 | 0.15 |
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 eamings per share.
At 31 December 2019 and 30 September 2020, the Group had furnished sureties, guarantees, and comfort letters in favour of third parties corresponding to the following situations:
| 31-12-2019 | 30-09-2020 | |
|---|---|---|
| Tax authorities i) | 26,852 | 26,355 |
| Others ii) | 10,515 | 11,160 |
| 37,367 | 37,515 |
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 89% to ownership clauses.
In addition, approximately 22% of the total loans obtained require that the consolidated net financial debt does not exceed 3 times consolidated EBITDA after leasing payment, approximately 4% 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 11% 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, SA of television rights of home matches of football NOS' league, broadcasting rights and distribution 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 began 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 began 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 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 into force from the beginning of the sports season 16/17, assuring access to Benfica's channel and Benfica's home football games to NOS' and Vodafone's clients, independent from the channel where 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 in the NOS's channel grid, assuring that every Pay TV client can have 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:
| Season | 2020/21 | following |
|---|---|---|
| Estimated cash-flows with the contract signed by NOS with the sport entities* | 121.4 M€ | 764.4 M€ |
| 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 |
63.9 ME | 425.6 M€ |
*Includes games and channels broadcasting rights, advirtising and others.
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 customers' database and the choice of technological solutions they might decide to implement, that 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 September 2020 and transactions in the nine months ended on 30 September 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 | 8,044 | |
| Big Picture 2 Films | 41 | 625 | |
| Sport TV | 23,739 | 7,419 | |
| 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 | 21 | 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) | |
| Sonae MC - Serviços Partilhados, SA | 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 | 20,611 | 2,923 |
| SERVICES RENDERED | SUPPLIES AND EXTERNAL SERVICES |
INTEREST GAINS INTEREST LOSSES |
||
|---|---|---|---|---|
| ASSOCIATED COMPANIES | 1,397 | 41,772 | ||
| Big Picture 2 Films | 75 | 2,891 | ||
| Sport TV | 1,322 | 38,881 | ||
| JOINTLY CONTROLLED COMPANIES | 11,941 | (1,024) | 933 | |
| Dreamia Holding BV | 105 | |||
| Dreamia SA | 2,794 | (161) | ||
| Finstar | 7,499 | |||
| MSTAR | 26 | |||
| Upstar | 1,423 | (863) | 827 | |
| ZAP Media | 199 | |||
| OTHER RELATED PARTIES | 18,646 | 21,835 | 52 | |
| Banco BIC Português, S.A. | 1,168 | |||
| Cascaishopping- Centro Comercial, S.A. | 11 | 611 | ||
| Centro Colombo- Centro Comercial, S.A. | 13 | 1,537 | ||
| Centro Vasco da Gama-Centro Comercial, SA | 11 | 816 | ||
| Continente Hipermercados, S.A. | 234 | 30 | ||
| Digitmarket-Sistemas de Informação,SA | 175 | 5,391 | ||
| EFACEC Serviços Corporativos | 874 | |||
| EFACEC Energia | 155 | 36 | ||
| EFACEC Engenharia e Sistemas | 86 | 1,688 | ||
| Gaiashopping I- Centro Comercial, S.A. | 19 | 301 | ||
| ITRUST - Cyber Security and Intellig.,SA | 32 | 1,591 | ||
| Maiashopping- Centro Comercial, S.A. | 11 | 366 | ||
| MDS Corretor de Seguros, SA | 391 | 71 | ||
| Modalfa-Comércio e Serviços,SA | 117 | |||
| Modelo - Dist.de Mat. de Construção,S.A. | 102 | |||
| Modelo Continente Hipermercados,SA | 2,593 | 130 | ||
| Norteshopping-Centro Comercial, S.A. | 12 | 1,052 | ||
| Olivedesportos - Publicidade, Televisão e Media | 20 | 2,034 | ||
| PHARMACONTINENTE - Saúde e Higiene, S.A. | 144 | |||
| Público-Comunicação Social,SA | 97 | 39 | ||
| RACE-Refrig. & Air Condit.Engineering,SA | 162 | ઠેર | ||
| Rio Sul - Centro Comercial, SA | 7 | ઠેર | ||
| SC-Consultadoria, SA | 870 | |||
| SDSR - Sports Division SR, S.A. | 199 | |||
| SFS, Gestão e Consultoria, S.A. | র্ব | 253 | ||
| Sierra Portugal, SA | 2,067 | 109 | ||
| Solinca - Health & Fitness, SA | 314 | |||
| Sonae Arauco Portugal, S.A. | 336 | |||
| Sonae MC - Serviços Partilhados, SA | 2,475 | 1 | ||
| Spinveste - Promoção Imobiliária, SA | 156 | |||
| UNITEL S.a.r.l. | 1,908 | 388 | ||
| We Do Consulting-Sist. de Informação (* | 306 | 3,491 | ||
| Worten-Equipamento para o Lar,SA | 1,990 | 997 | ||
| Other related parties | 1,743 | 557 | 52 | |
| 31,984 | 62,583 | 933 | 52 |
| ACCOUNTS RECEIVABLES AND PREPAID EXPENSES |
ACCOUNTS PAYABLE AND DEFERRED INCOME |
BORROWINGS | |
|---|---|---|---|
| ASSOCIATED COMPANIES | 12,857 | 8,435 | |
| Big Picture 2 Films | র্ব | 37 | |
| Sport TV | 12,853 | 8,399 | |
| JOINTLY CONTROLLED COMPANIES | 14,425 | 2,246 | 2,917 |
| Dreamia Holding BV | ર્સ્ટ | 2,907 | |
| Dreamia SA | 1,701 | 638 | 10 |
| Finstar | 7,140 | ୧୧ | |
| Mstar | 11 | ||
| Upstar | 4,639 | 1,400 | |
| ZAP Media | 871 | 142 | |
| OTHER RELATED PARTIES | 9,083 | 2,664 | |
| Banco BIC Português, S.A. | 221 | ||
| Centro Vasco da Gama-Centro Comercial,SA | 47 | 100 | |
| Digitmarket-Sistemas de Informação, SA | 545 | 251 | |
| Maiashopping- Centro Comercial, S.A. | 28 | (146) | |
| MDS Corretor de Seguros, SA | 148 | (0) | |
| Modelo Continente Hipermercados,SA | 1,288 | 19 | |
| Norteshopping-Centro Comercial, S.A. | 50 | (117) | |
| S21SEC Portug-Cyber Security Services,SA | 214 | 235 | |
| SC-Consultadoria,SA | 163 | ||
| SFS, Gestão e Consultoria, S.A. | 1 | 112 | |
| Sierra Portugal, SA | 592 | (2) | |
| Sonae MC - Serviços Partilhados, SA | 647 | ||
| UNITEL S.a.r.l. | 2,630 | 1,919 | |
| Unitel STP | 81 | 73 | |
| Worten-Equipamento para o Lar,SA | 1,061 | 83 | |
| Other related parties | 1,369 | 139 | |
| 36,366 | 13,345 | 2,917 |
| SERVICES RENDERED | SUPPLIES AND EXTERNAL SERVICES |
INTEREST GAINS |
INTEREST LOSSES |
|
|---|---|---|---|---|
| ASSOCIATED COMPANIES | 1,063 | 14,840 | ||
| Big Picture 2 Films | 63 | 1,355 | ||
| Sport TV | 1,000 | 13,485 | ||
| JOINTLY CONTROLLED COMPANIES | 10,906 | 210 | ਟੋਲ | |
| Dreamia Holding BV | 49 | |||
| Dreamia SA | 2,882 | 101 | 10 | |
| Finstar | 7,397 | (2) | ||
| MSTAR | 9 | |||
| Upstar | 419 | 111 | ||
| ZAP Media | 199 | |||
| OTHER RELATED PARTIES | 20,798 | 12,582 | ||
| Banco BIC Português, S.A. | 1,317 | |||
| BPI | 700 | |||
| Cascaishopping- Centro Comercial, S.A. | 11 | 348 | ||
| Centro Colombo- Centro Comercial, S.A. | 13 | 836 | ||
| Centro Vasco da Gama-Centro Comercial,SA | 11 | 440 | ||
| Continente Hipermercados, S.A. | 279 | 32 | ||
| Digitmarket-Sistemas de Informação,SA | 10 | 5,186 | ||
| EFACEC Engenharia e Sistemas | 41 | 777 | ||
| EFACEC Serviços Corporativos | 1,314 | |||
| Gaiashopping I- Centro Comercial, S.A. | 11 | 203 | ||
| Insco Insular de Hipermercados, S.A. | 133 | 28 | ||
| Maiashopping- Centro Comercial, S.A. | 7 | 122 | ||
| MDS Corretor de Seguros, SA | 643 | |||
| Modalfa-Comércio e Serviços,SA | 119 | |||
| Modelo - Dist.de Mat. de Construção,S.A. | 102 | |||
| Modelo Continente Hipermercados,SA | 3,209 | 56 | ||
| Norteshopping-Centro Comercial, S.A. | 2,596 | 648 | ||
| PHARMACONTINENTE - Saúde e Higiene, S.A | 230 | |||
| S21SEC Portug-Cyber Security Services,SA | 36 | 1,813 | ||
| SC-Consultadoria,SA | 713 | |||
| SDSR - Sports Division SR, S.A. | 219 | |||
| SFS - Financial Services, IME, S.A. | 109 | |||
| SFS, Gestão e Consultoria, S.A. | 5 | 221 | ||
| Sierra Portugal, SA | 1,797 | 73 | ||
| Solinca - Health & Fitness, SA | 241 | |||
| Sonae Arauco Portugal, S.A. | 271 | |||
| Sonae MC - Serviços Partilhados, SA | 2,306 | |||
| Unitel S.a.r.l. | 131 | 125 | ||
| Unitel T+ | 213 | 274 | ||
| Worten-Equipamento para o Lar,SA | 2,410 | 835 | ||
| Other related parties | 1,599 32.767 |
563 27.631 |
58 |
•
•••
•
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 the first quarter of 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 September 2020, the amounts billed and to be received from these indemnities amount to 109.8 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 September 2020, the unvested plans are:
| NUMBER OF SHARES |
|
|---|---|
| NOS PLAN | |
| Plan 2018 | 917,528 |
| Plan 2019 | 784,163 |
| Plan 2020 | 1,454,680 |
During the nine months ended on 30 September 2020, the movements that occurred in the plans are detailed as follows:
| 2017 | NOS PLAN NOS PLAN NOS PLAN NOS PLAN 2018 |
2019 | 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) | (7.938) | (5,401) | (6,973) | (875,646) |
| Cancelled / elapsed / corrected (1) | (୨୧୮) | 59,368 | 50.402 | 97.501 | 206,306 |
| BALANCE AS AT 30 SEPTEMBER 2020 | I | 917.528 | 784,163 | 1,454,680 | 3.156.371 |
(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 September 2020, the outstanding responsibility related to these plans is 5,302 thousand euros and is recorded in Reserves, for an amount of 4.434 thousand euros, for plans liquidated in shares and in Accrued expenses, for an amount of 868 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 | (3,959) | (3,959) | |
| Costs incured in the period and others | (575) | 3,502 | 2,927 |
| TOTAL COST OF THE PLANS | 868 | 4,434 | 5,302 |
Exceptionally, in the first quarter of 2020, the plans to be settled in cash due in the year, were paid in shares.
On 1 April 2020, NOS had reached an agreement with Tofane Global, SAS ("TOFANE") and IBASIS PORTUGAL, SA ("iBasis"), to sell all of NOS Internacional Carrier Services, SA's ("NOS ICS") share capital to iBasis, TOFANE's fully owned subsidiary and to supply NOS group companies with 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).
The classification of the sale of the company as a discontinued operating unit, caused the comparative periods, in the consolidated income statement, to be restated.
In the nine months ended on 30 September 2019 and 2020, the contributions to the results of this discontinued operating unit are as follows:
| 9M 19 | 9M 20 | |
|---|---|---|
| REVENUES: | 93,166 | 51,788 |
| COSTS, LOSSES AND GAINS: | ||
| Wages and salaries | 268 | 122 |
| Direct costs | 91,373 | 50,864 |
| Supplies and external services | 171 | 213 |
| Taxes | 52 | 242 |
| Provisions and adjustments | 36 | |
| Depreciation, amortisation and impairment losses | 2 | 3 |
| 91,901 | 51,444 | |
| INCOME BEFORE FINANCIAL RESULTS AND TAXES | 1,265 | 344 |
| Net foreign exchange losses / (gains) | 17 | (9) |
| Net other financial expenses / (income) | 1 | |
| 18 | (8) | |
| INCOME BEFORE TAXES | 1,247 | 352 |
| Capital gain on disposal of the discontinued unit | 6,151 | |
| Income taxes | 281 | 96 |
| NET CONSOLIDATED INCOME FROM DISCONTINUED OPERATIONS | 967 | 6,407 |
| EARNINGS PER SHARES | ||
| Basic - euros | 0.00 | 0.00 |
| Diluted - euros | 0.00 | 0.00 |
In the period ended on 30 September 2020, cash flows from operating activities amounted to 2.3 million euros.
In the period ended on 30 September 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 potential value of the agreements to be reached over a 6-year period is 600 million euros, being dependent on the sale of additional sites and configuration of the sites. 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.
At 30 September 2020, the operation was materialized with Cellnex payment of 398.6 million euros. The received value for the sale of NOS Towering decomposes on the following way:
The operation of the sale of NOS Towering configures, from an accounting point of view and for the purposes of consolidated accounts, a sale and lease back.
The operation, in the initial moment, did not generate impacts on the results.
The contributions of NOS Towering before the disposal have the following composition:
| 30-09-2020 | |
|---|---|
| ASSETS | |
| NON - CURRENT ASSETS | |
| Tangible Assets | 87,069 |
| Rights of use | 29,053 |
| Deferred tax assets | 6,887 |
| TOTAL NON - CURRENT ASSETS | 123,009 |
| CURRENT ASSETS: | |
| Other assets | 3,573 |
| Cash and cash equivalents | 45,030 |
| TOTAL CURRENT ASSETS | 48,603 |
| TOTAL ASSETS | 171,612 |
| LIABILITIES | |
| NON - CURRENT LIABILITIES | |
| Borrowings | (29,482) |
| Provisions | (15,188) |
| TOTAL NON - CURRENT LIABILITIES | (44,669) |
| CURRENT LIABILITIES: | |
| Borrowings | (6,761) |
| Accounts payable | (23,844) |
| TOTAL CURRENT LIABILITIES | (30,604) |
| TOTAL LIABILITIES | (75,273) |
| TOTAL ASSETS AND LIABILITIES | 96,338 |
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.
ii. 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, temporary 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.
At 30 September 2020, the average maturity of the group's financing is 2.9 years, with no noncompliance 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 nine months ended on 30 September 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 27.9 million euros (Note 38) , incorporatinq, 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 nine months ended on 30 September 2020, with a drop in revenues, consolidated EBITDA and operational cash-flows of -7.2% (-61.7 million euros); -6.5% (-29.4 million euros) and -20.1% (-34.6million 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 nine months ended on 30 September 2020, of impairments of accounts receivable (27.9 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 "Losses / (Gains) in subsidiaries", in the amount of 9.5 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 "ZOPT"), was informed by this company of the communication received from the Central Criminal 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 ", controlled by Eng. ª Isabel dos Santos.
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.
| PERCENTAGE OF OWNERSHIP | ||||||
|---|---|---|---|---|---|---|
| COMPANY | HEADQUARTERS | PRINČIPAL AČTIVITY | SHARE HOLDER |
EFFECTIVE 30-09-2019 |
DIRECT 30-09-2020 |
EFFECTIVE 30-09-2020 |
| NOS, SGPS, S.A. (Holding) | Lisbon | Management of investments | ||||
| Fundo de Capital de Risco N5G | 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 ഗ |
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 ഗ |
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 Property, S.A. | 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. | 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 |
NOS | 100% | 100% | 100% |
| NOS Inovação, S.A. | Matosinhos | by public or private law. 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. (a) | 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 | 100% | ||
| 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 મેળર |
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% |
| NOS TECHNOLOGY - Concepção, 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% |
| NOS TOWERING - Gestão de Torres de Telecomunicacões, S.A. ('Be Towering') (b) |
Lisbon | Implementation, installation and exploitation of towers and other sites for the instalment of telecommunications equipment |
NOS SA | 100% | ||
| NOS Wholesale, S.A. | Lisbon | I rade, 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 |
NOS SA | 0% | 100% | 100% |
| Per-Mar - Sociedade de Construções, S.A. ('Per-Mar') |
Lisbon | companies and / or other entities governed by public or private Purchase, sale, renting and operation of property and commercial establishments |
NOS SA | 100% | 100% | 100% |
| Sontária - Empreendimentos Imobiliários, S.A. ('Sontária') |
Lisbon | 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. (c) | Lisbon | for that purpose Management of group financing activities |
NOS | 100% | 100% | 100% |
(a) Company disposed on 1 June 2020
(b) Company disposed on 30 September 2020
(c) Headquarters alterated from Amsterdam to Lisbon
| COMPANY | PERCENTAGE OF OWNERSHIP | |||||
|---|---|---|---|---|---|---|
| HEADQUARTERS | PRINCIPAL ACTIVITY | SHARE HOLDER |
EFFECTIVE | DIRECT | FEFECTIVE | |
| 30-09-2019 | 30-09-2020 30-09-2020 | |||||
| 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 | PERCENTAGE OF OWNERSHIP | ||||||
|---|---|---|---|---|---|---|---|
| HEADQUARTERS | PRINCIPAL ACTIVITY | SHARE HOLDER |
EFFECTIVE | DIRECT | EFFECTIVE | ||
| 30-09-2019 | 30-09-2020 | 30-09-2020 | |||||
| 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) (3) Companiac liquidated and dicealind in Docombor 2019 |
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% |
Financial investments whose participation is less than 50% were considered as joint arrangements due to shareholder agreements that confer joint control.
| COMPANY | SHARE | PERCENTAGE OF OWNERSHIP | ||||
|---|---|---|---|---|---|---|
| HEADQUARTERS | PRINCIPAL ACTIVITY | HOLDER | EFFECTIVE | DIRECT | EFFECTIVE | |
| 30-09-2019 | 30-09-2020 | 30-09-2020 | ||||
| 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. |
3.90% | 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 | nsurance services | NOS | 0.03% | 0.03% | 0.03% |
| Lusitânia - Companhia de Seguros, S.A ("Lusitânia Seguros") |
Lisboa | nsurance services | NOS | 0.02% | 0.02% | 0.02% |
(a) The financial investments in these companies are fully provisioned.

Ernst & Young Tel: +351 217 912 000 Audit & Associados - SROC, S.A.
Av. da Boavista, 36 - 30, Fax: +351 217 957 586 www.ev.com 4050-112 Porto Portuga
(Translation from the original document in Portuguese language. In case of doubt, the Portuguese version prevails.) Limited review report on the consolidated
condensed financial statements
We have performed a limited review on the consolidated condensed financial statements of NOS, S.G.S. S. A. (the Entity), which comprise the Condensed Statement of Financial Position as at 30 September 2020 (which shows a total of 3.110.353 thousand Euros and a shareholders' equity total of 944.282 thousand Euros, including a consolidated net profit attributable to equity holders of the parent of 79,121 thousand Euros), the Consolidated Condensed Statement of Income by Nature, the Consolidated Condensed Statement of the Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the nine month period then ended, and the related notes to the consolidated condensed financial statements, including a summary of significant accounting policies.
Management is responsible for the preparation of the consolidated condensed financial statements in accordance with International Financial Reporting Standards as endorsed by the European Union, for the interim financial reporting (IAS 34), and for the design and maintenance of an appropriate system of intenal control to enable the fraud or error.
Our responsibility is to express a conclusion on these consolidated condensed financial statements based on our review. We conducted our review in accordance with the International on Review Engagements 2410 -
Review of Interim Financial Information Performed by the Inditor of the Ent technical and ethical requirements issued by the lnstitute of Statutory and one that our condensed consolidated financial statements have not been prepared in all material respects in accordance with International Financial Reporting Standards as endorsed by the European Union, for the interim financial reporting (IAS 34).
A review of financial statements is a limited assurance engagement. The procedures performed consisted primarily of making inquiries of management and others within the entity, as appropriate, and applying analytical procedures, and evaluating the evidence obtained.
The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International Standards on Auditing (ISA). Accordingly, we do not express an audit opinion on these consolidated condensed financial statements.
Based on our review procedures, nothing has come to our attention that causes us to believe that the condensed consolidated financial statements of NOS S.G.P.S., S.A., as at 30 September 2020, have not been prepared, in all material respects, in accordance with International Financial Reporting Standards as endorsed by the European Union, for the interim financial reporting (IAS 34).
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Building a b
NOS S.G.P.S., S.A. Limited review report on the consolidated condensed financial statements (Translation from the original document in Portuguese language. In case of doubt, the Portuguese version prevalls) 30m of September 2020
we draw attention to the diced in the Notes to the conselicated financial statements
reqarting: i) the inpacts on the increarent and the mater on the Covid-Ly panelled on par
Porto, 4th November 2020 Ernst & Young Audit & Associados - SROC, S.A.
Sociedade de Revisores Oficiais de Contas (n.º 178) Represented by:
(Signed)
Sandra e Sousa Amorim - ROC nr. 1213 Registered with the Portuguese Securities Market Commission under license nr. 20160824
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