EX-1 2 exhibit_01.htm EXHIBIT 1 exhibit_01.htm - Generated by SEC Publisher for SEC Filing  

                                                                                                                                                                                       

 

 

Oi S.A. – under Judicial Reorganization and Subsidiaries

 

Financial Statements for the Quarters

Ended March 31, 2020 and

Report on the Review of the Interim Financial Information

 

 

 

 

 

 


 

 

 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Contents

 
   

 

 

   

 Company Data

 

   

Capital Breakdown

1

   

 Individual Financial Statements

 

   

Balance Sheets, Assets

2

   

Balance Sheets, Liabilities and Shareholders' Equity

4

   

Statements of Profit or Loss

6

   

Statements of Comprehensive Income

7

   

Statements of Cash Flows

8

   

Statements of Changes in Shareholders' Equity

 

   

Statement of Changes in Shareholders' Equity - 1/1/2020 to 3/31/2020

10

   

Statement of Changes in Shareholders' Equity - 1/1/2019 to 3/31/2019

11

   

Statements of Value Added

12

   

 Consolidated Financial Statements

 

   

Balance Sheets, Assets

13

   

Balance Sheets, Liabilities and Shareholders' Equity

15

   

Statements of Profit or Loss

17

   

Statements of Comprehensive Income

18

   

Statements of Cash Flows

19

   

Statements of Changes in Shareholders' Equity

 

   

Statement of Changes in Shareholders' Equity - 1/1/2020 to 3/31/2020

21

   

Statement of Changes in Shareholders' Equity - 1/1/2019 to 3/31/2019

22

   

Statements of Value Added

23

   

 


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Company Data / Capital Breakdown

 

 

Number of Shares

(thousand)

Current Quarter
03/31/2020

 

Paid-in Capital

 

 

Common shares

5,796,478

 

Preferred shares

157,727

 

Total

5,954,205

 

In Treasury

 

 

Common shares

30

 

Preferred shares

1,812

 

Total

1,842

 

 

Page 1 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Individual Balance Sheets as at March 31, 2020 and 2019
Assets

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

03/31/2020

Prior Year

12/31/2019

1

Total assets

40,284,045

42,271,744

1.01

Current assets

7,391,689

8,627,912

1.01.01

Cash and cash equivalents

3,205,253

949,967

1.01.02

Cash investments

179,559

177,869

1.01.02.01

Cash investments measured at fair value through profit or loss

179,559

177,869

1.01.02.01.01

Held-for-trading securities

179,559

177,869

1.01.03

Accounts receivable

1,513,109

1,383,264

1.01.03.01

Trade receivables

1,513,109

1,383,264

1.01.04

Inventories

47,200

45,305

1.01.06

Recoverable taxes

80,474

74,724

1.01.06.01

Current recoverable taxes

80,474

74,724

1.01.07

Prepaid expenses

158,706

155,513

1.01.08

Other current assets

2,207,388

5,841,270

1.01.08.03

Other

2,207,388

5,841,270

1.01.08.03.01

Due from subsidiaries

29,954

380,963

1.01.08.03.02

Other taxes

453,417

485,428

1.01.08.03.03

Judicial deposits

1,126,227

1,198,219

1.01.08.03.04

Dividends and interest on capital

3,499

3,499

1.01.08.03.05

Pension plan assets

3,879

5,174

1.01.08.03.06

Held-for-sale assets

286,784

3,464,478

1.01.08.03.07

Other taxes

303,628

303,509

1.02

Non-current assets

32,892,356

33,643,832

1.02.01

Long-term receivables

11,479,574

9,721,728

1.02.01.01

Cash investments measured at fair value through profit or loss

4,870

4,827

1.02.01.01.01

Securities at fair value

4,870

4,827

1.02.01.08

Prepaid expenses

96,706

105,813

1.02.01.09

Due from related parties

6,920,386

5,202,853

1.02.01.09.02

Due from subsidiaries

6,920,386

5,202,853

1.02.01.10

Other non-current assets

4,457,612

4,408,235

1.02.01.10.03

Other taxes

1,132,556

1,232,879

1.02.01.10.04

Judicial deposits

3,240,965

3,092,011

1.02.01.10.05

Pension plan assets

51,669

50,680

1.02.01.10.06

Other taxes

32,422

32,665

1.02.02

Investments

12,040,226

14,497,222

1.02.02.01

Equity interests

12,040,226

14,497,222

1.02.02.01.02

Investments in subsidiaries

12,026,154

14,483,150

1.02.02.01.04

Other investments

14,072

14,072

1.02.03

Property, plant and equipment

7,169,043

7,120,511

1.02.03.01

Property, plant and equipment in service

6,372,805

6,369,139

1.02.03.02

Right of use in a lease

720,000

659,131

1.02.03.03

Property, plant and equipment in progress

76,238

92,241

1.02.04

Intangible assets

2,203,513

2,304,371

1.02.04.01

Intangible assets

2,203,513

2,304,371

1.02.04.01.02

Regulatory licenses

2,132,964

2,225,787

       

 

 

Page 2 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Individual Balance Sheets as at March 31, 2020 and 2019
Assets

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

03/31/2020

Prior Year

12/31/2019

1.02.04.01.03

Software

44,952

52,567

1.02.04.01.04

Intangibles in progress

12,570

12,489

1.02.04.01.05

Other

13,027

13,528

         

 

Page 3 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Individual Balance Sheets as at March 31, 2020 and 2019
Liabilities and Shareholders’ Equity

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

03/31/2020

Prior Year

12/31/2019

2

Total liabilities and shareholders’ equity

40,284,045

42,271,744

2.01

Current liabilities

2,219,318

2,577,353

2.01.01

Payroll and related taxes

139,524

159,382

2.01.01.02

Mandatory benefits

139,524

159,382

2.01.02

Trade payables

807,639

1,025,052

2.01.02.01

Domestic suppliers

807,639

1,025,052

2.01.02.01.01

Trade payables

732,578

788,447

2.01.02.01.02

Trade payables subject to the Judicial Reorganization

75,061

236,605

2.01.04

Borrowings and financing

160,763

319,569

2.01.04.01

Borrowings and financing

160,763

319,569

2.01.04.01.01

In local currency

5,933

5,149

2.01.04.01.02

In foreign currency

154,830

314,420

2.01.05

Other payables

842,595

786,746

2.01.05.02

Other

842,595

786,746

2.01.05.02.01

Dividends and interest on capital payable

4,780

4,761

2.01.05.02.04

Other taxes

169,238

172,674

2.01.05.02.05

Tax refinancing program

55,001

54,894

2.01.05.02.06

Derivative financial instruments

0

1,152

2.01.05.02.07

Licenses and concessions payable

4,734

0

2.01.05.02.08

Leases payable

130,705

114,652

2.01.05.02.09

Other payables

478,137

438,613

2.01.06

Provisions

268,797

286,604

2.01.06.01

Tax, social security, labor, and civil provisions

268,797

286,604

2.01.06.01.01

Tax provisions

7,195

7,195

2.01.06.01.02

Social security and labor provisions

83,327

108,652

2.01.06.01.04

Civil provisions

178,275

170,757

2.02

Non-current liabilities

26,639,628

22,044,065

2.02.01

Borrowings and financing

12,416,393

10,305,594

2.02.01.01

Borrowings and financing

12,416,393

10,305,594

2.02.01.01.01

In local currency

3,782,537

3,680,314

2.02.01.01.02

In foreign currency

8,633,856

6,625,280

2.02.02

Other payables

12,027,736

9,687,951

2.02.02.01

Due to related parties

1,110,988

783,404

2.02.02.01.02

Payables to subsidiaries

1,110,988

783,404

2.02.02.02

Other

10,916,748

8,904,547

2.02.02.02.03

Trade payables subject to the Judicial Reorganization

966,296

935,401

2.02.02.02.04

Tax refinancing program

195,557

208,790

2.02.02.02.05

Other taxes

541,884

538,308

2.02.02.02.06

Provision for negative shareholders’ equity

5,859,152

4,469,749

2.02.02.02.07

Leases payable

589,873

541,707

2.02.02.02.08

Other payables

2,763,986

2,210,592

2.02.03

Deferred taxes

0

12,085

2.02.03.01

Deferred income tax and social contribution

0

12,085

2.02.04

Provisions

2,195,499

2,038,435

2.02.04.01

Tax, social security, labor, and civil provisions

2,195,499

2,038,435

2.02.04.01.01

Tax provisions

146,684

138,998

         

 

Page 4 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Individual Balance Sheets as at March 31, 2020 and 2019
Liabilities and Shareholders’ Equity

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

03/31/2020

Prior Year

12/31/2019

2.02.04.01.02

Social security and labor provisions

610,450

555,719

2.02.04.01.03

Accrued employee benefits

651,641

633,012

2.02.04.01.04

Civil provisions

786,724

710,706

2.03

Shareholders’ equity

11,425,099

17,650,326

2.03.01

Realized capital

32,538,937

32,538,937

2.03.02

Capital reserves

3,876,320

3,873,456

2.03.02.02

Special merger goodwill reserve

1,750,494

1,750,494

2.03.02.05

Treasury shares

-33,315

-33,315

2.03.02.08

Other capital reserves

1,379,234

1,379,234

2.03.02.09

Share-based compensation

2,864

0

2.03.02.10

Interest on construction in progress

745,756

745,756

2.03.02.11

Law 8200/91 monetary correction

31,287

31,287

2.03.05

Retained earnings/accumulated losses

-24,008,019

-17,727,954

2.03.06

Valuation adjustments to equity

-801,073

-801,073

2.03.08

Other comprehensive income

-181,066

-233,040

         

Page 5 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Individual Statements of Profit or Loss
for the Quarters Ended March 31, 2020 and 2019

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter 1/1/2020 to 3/31/2020

Prior Year’s Quarter 1/1/2019 to 3/31/2019

3.01

Net operating revenue

806,658

995,551

3.02

Cost of sales and/or services

-680,976

-800,239

3.03

Gross profit

125,682

195,312

3.04

Operating expenses/income

-5,149,550

-30,517

3.04.01

Selling expenses

-140,746

-215,831

3.04.02

General and administrative expenses

-217,548

-222,472

3.04.04

Other operating income

151,297

887,635

3.04.05

Other operating expenses

-65,987

-43,989

3.04.06

Share of results of investees

-4,876,566

-435,860

3.05

Profit (loss) before financial income (expenses) and taxes

-5,023,868

164,795

3.06

Financial income (expenses)

-1,268,282

429,882

3.06.01

Financial income

8,119,608

1,133,369

3.06.02

Financial expenses

-9,387,890

-703,487

3.07

Profit before taxes on income

-6,292,150

594,677

3.08

Income tax and social contribution

12,085

-26,274

3.08.01

Current

0

-1,805

3.08.02

Deferred

12,085

-24,469

3.09

Profit (loss) for the period from continuing operations

-6,280,065

568,403

3.11

Profit/loss for the period

-6,280,065

568,403

3.99

Earnings per share - (R$ per share)

 

 

3.99.01

Basic earnings per share

 

 

3.99.01.01

Common shares (ON)

-1.06000

0.10000

3.99.01.02

Preferred shares (PN)

-1.06000

0.10000

3.99.02

Diluted earnings per share

 

 

3.99.02.01

Common shares (ON)

-1.06000

0.10000

3.99.02.02

Preferred shares (PN)

-1.06000

0.10000

         

 

Page 6 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Individual Statements of Comprehensive Income
for the Quarters Ended March 31, 2020 and 2019

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter 1/1/2020 to 3/31/2020

Prior Year’s Quarter 1/1/2019 to 3/31/2019

4.01

Profit for the period

-6,280,065

568,403

4.02

Other comprehensive income

51,974

34,188

4.02.01

Hedge accounting gain

1,152

11,564

4.02.02

Exchange losses on investment abroad

50,822

22,624

4.03

Comprehensive income for the period

-6,228,091

602,591

         

Page 7 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Individual Statements of Cash Flows - Indirect Method
for the Quarters Ended March 31, 2020 and 2019

 

(In thousands of Brazilian reais – R$)

Code

Line Item

Current Quarter 1/1/2020 to 3/31/2020

Prior Year’s Quarter 1/1/2019 to 3/31/2019

6.01

Net cash from operating activities

-533,942

-1,224,461

6.01.01

Cash generated by operations

14,988

155,759

6.01.01.01

Pre-tax profit

-6,292,150

594,677

6.01.01.02

Charges, interest income, monetary correction, and exchange differences

5,821,685

67,114

6.01.01.03

Debt discount amortization and monetary correction and exchange differences

-5,042,257

291,411

6.01.01.04

Fair value adjustment to other liabilities

34,146

18,488

6.01.01.05

Derivative transactions

127,581

-59,799

6.01.01.06

Depreciation and amortization

381,924

443,128

6.01.01.07

Expected losses on trade receivables

15,372

41,432

6.01.01.08

Provisions/(reversals)

42,990

18,000

6.01.01.09

Equity in investees

4,876,566

435,860

6.01.01.10

Loss on disposal of non-current assets

18,360

5,631

6.01.01.11

Concession Agreement Extension Fee - ANATEL

15,144

13,028

6.01.01.12

Tax recovery

-33,128

-1,479,741

6.01.01.13

Monetary correction to provisions/(reversals)

94,832

39,064

6.01.01.14

Monetary correction to tax refinancing program

1,362

2,812

6.01.01.15

Other

-47,439

-275,346

6.01.02

Changes in assets and liabilities

-197,494

-754,869

6.01.02.01

Accounts receivable

-145,217

-192,038

6.01.02.02

Inventories

-1,437

6,119

6.01.02.03

Taxes

91,359

-18,972

6.01.02.04

Increases/decreases of cash investments

716

4,656

6.01.02.05

Trade payables

-338,232

-341,152

6.01.02.06

Payroll, related taxes and benefits

-19,858

-12,965

6.01.02.07

Provisions

-25,662

-135,038

6.01.02.08

Other assets and liabilities

240,837

-65,479

6.01.03

Other

-351,436

-625,351

6.01.03.01

Financial charges paid - debt

-351,436

-603,211

6.01.03.02

Income tax and social contribution paid - Company

0

-963

6.01.03.03

Income tax and social contribution paid - third parties

0

-21,177

6.02

Net cash from investing activities

2,818,281

-143,839

6.02.01

Purchases of tangibles and intangibles

-236,626

-237,255

6.02.02

Due from related parties and debentures - receipts

365,493

161

6.02.03

(increase)/decrease of investments

0

9,603

6.02.04

Cash received due to capital reduction in subsidiary - PT Participações

2,755,201

0

6.02.05

Judicial deposits

-6,621

-17,264

6.02.06

Redemption of judicial deposits

120,466

100,916

6.02.07

Capital increase in subsidiaries

-179,632

0

6.03

Net cash from financing activities

-178,982

3,930,724

6.03.02

Proceeds from (repayments of) derivative financial instrument transactions

-128,733

46,684

6.03.03

Capital increase

0

4,000,000

6.03.04

Commitment to investors premium

0

-49,573

 

 

Page 8 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Individual Statements of Cash Flows - Indirect Method
for the Quarters Ended March 31, 2020 and 2019

 

(In thousands of Brazilian reais – R$)

Code

Line Item

Current Quarter 1/1/2020 to 3/31/2020

Prior Year’s Quarter 1/1/2019 to 3/31/2019

6.03.05

Tax financing program

-14,487

-39,867

6.03.06

Leases

-35,762

-23,948

6.03.07

Share buyback

0

-2,572

6.04

Exchange differences on cash and cash equivalents

149,929

0

6.05

Increase (decrease) in cash and cash equivalents

2,255,286

2,562,424

6.05.01

Cash and cash equivalents at the beginning of the period

949,967

1,669,059

6.05.02

Cash and cash equivalents at the end of the period

3,205,253

4,231,483

 

 

Page 9 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Individual Statement of Changes in Equity for the Quarter Ended March 31, 2020

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Paid-in capital

Capital reserves, stock options granted and treasury shares

 Profit reserves

Retained earnings or accumulated losses

Other comprehensive income

Equity

5.01

Opening balances

32,538,937

3,873,456

0

-17,727,954

-1,034,113

17,650,326

5.03

Adjusted opening balances

32,538,937

3,873,456

0

-17,727,954

-1,034,113

17,650,326

5.04

Capital transactions with shareholders

0

2,864

0

0

0

2,864

5.04.08

Share-based compensation

0

2,864

0

0

0

2,864

5.05

Total comprehensive income

0

0

0

-6,280,065

51,974

-6,228,091

5.05.01

Profit for the period

0

0

0

-6,280,065

0

-6,280,065

5.05.02

Other comprehensive income

0

0

0

0

51,974

51,974

5.05.02.06

Other comprehensive income

0

0

0

0

51,974

51,974

5.07

Closing balances

32,538,937

3,876,320

0

-24,008,019

-982,139

11,425,099

                 

Page 10 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Individual Statement of Changes in Equity for the Quarter Ended March 31, 2019

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Paid-in capital

Capital reserves, stock options granted and treasury shares

 Profit reserves

Retained earnings or accumulated losses

Other comprehensive income

Equity

5.01

Opening balances

32,038,471

8,729,745

0

-17,530,108

-585,788

22,652,320

5.03

Adjusted opening balances

32,038,471

8,729,745

0

-17,530,108

-585,788

22,652,320

5.04

Capital transactions with shareholders

500,466

3,834,437

0

0

0

4,334,903

5.04.01

Capital Increases

500,466

3,837,009

0

0

0

4,337,475

5.04.04

Bought-back treasury shares

0

-2,572

0

0

0

-2,572

5.05

Total comprehensive income

0

0

0

568,403

-350,947

217,456

5.05.01

Profit for the period

0

0

0

568,403

0

568,403

5.05.02

Other comprehensive income

0

0

0

0

-350,947

-350,947

5.05.02.06

Share issue costs

0

0

0

0

-385,135

-385,135

5.05.02.07

Other comprehensive income

0

0

0

0

34,188

34,188

5.07

Closing balances

32,538,937

12,564,182

0

-16,961,705

-936,735

27,204,679

                 

Page 11 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Individual Statements of Value Added

for the Quarters Ended March 31, 2020 and 2019

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

1/1/2020 to 3/31/2020

Prior Year's Quarter

1/1/2019 to 3/31/2019

7.01

Revenue

1,198,492

2,159,602

7.01.01

Sales of goods and services

1,059,984

1,313,035

7.01.02

Other income

153,880

887,999

7.01.04

Allowance for/reversal of doubtful accounts

-15,372

-41,432

7.02

Inputs purchased from third parties

-487,092

-612,764

7.02.01

Cost of sales and services

-16,466

-30,584

7.02.02

Supplies, power, outside services, and other inputs

-454,188

-553,493

7.02.04

Other

-16,438

-28,687

7.03

Gross value added

711,400

1,546,838

7.04

Retentions

-526,071

-511,911

7.04.01

Depreciation, amortization and depletion

-381,924

-443,128

7.04.02

Other

-144,147

-68,783

7.04.02.01

Provisions/reversals

-137,822

-57,064

7.04.02.02

Other expenses

-6,325

-11,719

7.05

Wealth created

185,329

1,034,927

7.06

Value added received as transfer

3,243,042

697,509

7.06.01

Share of results of investees

-4,876,566

-435,860

7.06.02

Financial income

8,119,608

1,133,369

7.07

Wealth for distribution

3,428,371

1,732,436

7.08

Wealth distributed

3,428,371

1,732,436

7.08.01

Personnel

80,049

81,717

7.08.01.01

Salaries and wages

55,185

55,099

7.08.01.02

Benefits

17,813

18,634

7.08.01.03

Severance pay fund (FGTS)

5,340

6,252

7.08.01.04

Other

1,711

1,732

7.08.02

Taxes and fees

185,484

246,482

7.08.02.01

Federal

-28,602

-13,727

7.08.02.02

State

207,558

256,839

7.08.02.03

Municipal

6,528

3,370

7.08.03

Lenders and lessors

9,442,903

835,834

7.08.03.01

Interest

9,322,972

718,837

7.08.03.02

Rentals

119,931

116,997

7.08.04

Shareholders

-6,280,065

568,403

7.08.04.03

Retained earnings/Accumulated losses for the period

-6,280,065

568,403

Page 12 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Consolidated Balance Sheets as at March 31, 2020 and 2019
Assets

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

03/31/2020

Prior Year

12/31/2019

1

Total assets

73,946,557

71,891,822

1.01

Current assets

19,359,261

17,993,281

1.01.01

Cash and cash equivalents

6,090,018

2,081,945

1.01.02

Cash investments

185,827

183,850

1.01.02.01

Cash investments measured at fair value through profit or loss

185,827

183,850

1.01.02.01.01

Held-for-trading securities

185,827

183,850

1.01.03

Accounts receivable

6,271,414

6,334,526

1.01.03.01

Trade receivables

6,271,414

6,334,526

1.01.04

Inventories

339,641

326,934

1.01.06

Recoverable taxes

529,710

542,726

1.01.06.01

Current recoverable taxes

529,710

542,726

1.01.07

Prepaid expenses

1,109,032

670,344

1.01.08

Other current assets

4,833,619

7,852,956

1.01.08.03

Other

4,833,619

7,852,956

1.01.08.03.01

Other taxes

1,073,383

1,089,391

1.01.08.03.02

Judicial deposits

1,462,764

1,514,464

1.01.08.03.03

Dividends and interest on capital

0

426

1.01.08.03.04

Pension plan assets

4,659

5,430

1.01.08.03.05

Held-for-sale assets

520,389

4,391,090

1.01.08.03.06

Other taxes

1,772,424

852,155

1.02

Non-current assets

54,587,296

53,898,541

1.02.01

Long-term receivables

10,577,258

10,856,077

1.02.01.01

Cash investments measured at fair value through profit or loss

33,871

33,942

1.02.01.01.01

Securities at fair value

33,871

33,942

1.02.01.07

Deferred taxes

122,989

99,175

1.02.01.07.01

Deferred income tax and social contribution

122,989

99,175

1.02.01.08

Prepaid expenses

569,796

583,736

1.02.01.10

Other non-current assets

9,850,602

10,139,224

1.02.01.10.03

Other taxes

2,787,582

2,995,559

1.02.01.10.04

Judicial deposits

6,596,116

6,651,383

1.02.01.10.05

Pension plan assets

54,933

54,615

1.02.01.10.06

Other taxes

411,971

437,667

1.02.02

Investments

124,206

133,765

1.02.02.01

Equity interests

124,206

133,765

1.02.02.01.01

Investments in associates

48,578

48,578

1.02.02.01.04

Interests in joint ventures

28,322

28,632

1.02.02.01.05

Other investments

47,306

56,555

1.02.03

Property, plant and equipment

40,069,755

38,910,834

1.02.03.01

Property, plant and equipment in service

29,427,249

28,846,916

1.02.03.02

Right of use in a lease

8,482,703

7,905,591

1.02.03.03

Property, plant and equipment in progress

2,159,803

2,158,327

1.02.04

Intangible assets

3,816,077

3,997,865

1.02.04.01

Intangible assets

3,816,077

3,997,865

1.02.04.01.02

Regulatory licenses

2,838,058

2,967,706

         

 

 

Page 13 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Consolidated Balance Sheets as at March 31, 2020 and 2019
Assets

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

03/31/2020

Prior Year

12/31/2019

1.02.04.01.03

Software

851,997

902,256

1.02.04.01.04

Intangibles in progress

29,490

12,364

1.02.04.01.05

Other

96,532

115,539

         

 

Page 14 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Consolidated Balance Sheets as at March 31, 2020 and 2019
Liabilities and Shareholders’ Equity

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

03/31/2020

Prior Year

12/31/2019

2

Total liabilities and shareholders’ equity

73,946,557

71,891,822

2.01

Current liabilities

11,523,070

11,835,917

2.01.01

Payroll and related taxes

815,321

852,585

2.01.01.02

Mandatory benefits

815,321

852,585

2.01.02

Trade payables

4,951,982

5,593,940

2.01.02.01

Domestic suppliers

4,951,982

5,593,940

2.01.02.01.01

Trade payables

4,712,857

4,794,309

2.01.02.01.02

Trade payables subject to the Judicial Reorganization

239,125

799,631

2.01.03

Taxes payable

65,011

66,654

2.01.03.01

Federal taxes payable

65,011

66,654

2.01.03.01.01

Income tax and social contribution payable

65,011

66,654

2.01.04

Borrowings and financing

179,380

326,388

2.01.04.01

Borrowings and financing

179,380

326,388

2.01.04.01.01

In local currency

24,095

11,968

2.01.04.01.02

In foreign currency

155,285

314,420

2.01.05

Other payables

4,982,759

4,448,354

2.01.05.02

Other

4,982,759

4,448,354

2.01.05.02.01

Dividends and interest on capital payable

5,749

5,731

2.01.05.02.04

Derivative financial instruments

0

1,152

2.01.05.02.05

Other taxes

1,433,801

886,763

2.01.05.02.06

Tax refinancing program

89,681

86,721

2.01.05.02.07

Licenses and concessions payable

80,468

58,582

2.01.05.02.08

Leases payable

1,611,836

1,510,097

2.01.05.02.09

Liabilities associated to held-for-sale assets

161,643

494,295

2.01.05.02.10

Other payables

1,599,581

1,405,013

2.01.06

Provisions

528,617

547,996

2.01.06.01

Tax, social security, labor, and civil provisions

528,617

547,996

2.01.06.01.01

Tax provisions

21,500

21,758

2.01.06.01.02

Social security and labor provisions

175,081

208,317

2.01.06.01.04

Civil provisions

332,036

317,921

2.02

Non-current liabilities

50,825,933

42,259,399

2.02.01

Borrowings and financing

24,261,610

17,900,361

2.02.01.01

Borrowings and financing

24,261,610

17,900,361

2.02.01.01.01

In local currency

12,157,157

8,693,491

2.02.01.01.02

In foreign currency

12,104,453

9,206,870

2.02.02

Other payables

21,042,611

19,022,342

2.02.02.02

Other

21,042,611

19,022,342

2.02.02.02.03

Trade payables subject to the Judicial Reorganization

3,167,069

3,293,427

2.02.02.02.04

Other taxes

1,220,813

1,224,038

2.02.02.02.05

Leases payable

7,188,796

6,639,929

2.02.02.02.06

Tax refinancing program

311,408

330,782

2.02.02.02.07

Other payables

9,154,525

7,534,166

2.02.04

Provisions

5,521,712

5,336,696

2.02.04.01

Tax, social security, labor, and civil provisions

5,521,712

5,336,696

2.02.04.01.01

Tax provisions

1,083,337

1,029,190

2.02.04.01.02

Social security and labor provisions

1,864,280

1,842,715

         

 

Page 15 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Consolidated Balance Sheets as at March 31, 2020 and 2019
Liabilities and Shareholders’ Equity

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter

03/31/2020

Prior Year

12/31/2019

2.02.04.01.03

Accrued employee benefits

651,641

633,012

2.02.04.01.04

Civil provisions

1,922,454

1,831,779

2.03

Consolidated equity

11,597,554

17,796,506

2.03.01

Realized capital

32,538,937

32,538,937

2.03.02

Capital reserves

3,876,320

3,873,456

2.03.02.02

Special merger goodwill reserve

1,750,494

1,750,494

2.03.02.05

Treasury shares

-33,315

-33,315

2.03.02.08

Other capital reserves

1,379,234

1,379,234

2.03.02.09

Share-based compensation

2,864

0

2.03.02.10

Interest on construction in progress

745,756

745,756

2.03.02.11

Law 8200/91 monetary correction

31,287

31,287

2.03.05

Retained earnings/accumulated losses

-24,008,019

-17,727,954

2.03.06

Valuation adjustments to equity

-801,073

-801,073

2.03.08

Other comprehensive income

-181,066

-233,040

2.03.09

Non-controlling interests

172,455

146,180

         

 

Page 16 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Consolidated Statements of Profit or Loss
for the Quarters Ended March 31, 2020 and 2019

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter 1/1/2020 to 3/31/2020

Prior Year’s Quarter 1/1/2019 to 3/31/2019

3.01

Net operating revenue

4,748,523

5,130,036

3.02

Cost of sales and/or services

-3,665,124

-3,873,469

3.03

Gross profit

1,083,399

1,256,567

3.04

Operating expenses/income

-895,259

-331,618

3.04.01

Selling expenses

-762,856

-868,290

3.04.02

General and administrative expenses

-713,460

-690,411

3.04.04

Other operating income

887,661

1,543,992

3.04.05

Other operating expenses

-336,866

-316,284

3.04.06

Share of results of investees

30,262

-625

3.05

Profit (loss) before financial income (expenses) and taxes

188,140

924,949

3.06

Financial income (expenses)

-6,475,973

-201,730

3.06.01

Financial income

3,384,553

1,350,780

3.06.02

Financial expenses

-9,860,526

-1,552,510

3.07

Profit before taxes on income

-6,287,833

723,219

3.08

Income tax and social contribution

34,043

-44,456

3.08.01

Current

10,229

-22,393

3.08.02

Deferred

23,814

-22,063

3.09

Profit (loss) for the period from continuing operations

-6,253,790

678,763

3.11

Consolidated profit/loss for the period

-6,253,790

678,763

3.11.01

Attributable to the Company owner

-6,280,065

568,403

3.11.02

Attributable to non-controlling interests

26,275

110,360

3.99

Earnings per share - (R$ per share)

 

 

3.99.01

Basic earnings per share

 

 

3.99.01.01

Common shares (ON)

-1.06000

0.10000

3.99.01.02

Preferred shares (PN)

-1.06000

0.10000

3.99.02

Diluted earnings per share

 

 

3.99.02.01

Common shares (ON)

-1.06000

0.10000

3.99.02.02

Preferred shares (PN)

-1.06000

0.10000

         

 

 

Page 17 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Consolidated Statements of Comprehensive Income
for the Quarters Ended March 31, 2020 and 2019

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter 1/1/2020 to 3/31/2020

Prior Year’s Quarter 1/1/2019 to 3/31/2019

4.01

Consolidated profit for the period

-6,253,790

678,763

4.02

Other comprehensive income

51,974

-94,249

4.02.01

Hedge accounting gain

1,152

11,564

4.02.02

Exchange losses on investment abroad

50,822

-105,813

4.03

Consolidated comprehensive income for the period

-6,201,816

584,514

4.03.01

Attributable to the Company owner

-6,228,091

602,591

4.03.02

Attributable to non-controlling interests

26,275

-18,077

         

Page 18 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Consolidated Statements of Cash Flows - Indirect Method
for the Quarters Ended March 31, 2020 and 2019

 

(In thousands of Brazilian reais – R$)

Code

Line Item

Current Quarter 1/1/2020 to 3/31/2020

Prior Year’s Quarter 1/1/2019 to 3/31/2019

6.01

Net cash from operating activities

525,253

-497,499

6.01.01

Cash generated by operations

1,255,972

1,379,390

6.01.01.01

Pre-tax profit

-6,287,833

723,219

6.01.01.02

Charges, interest income, monetary correction, and exchange differences

7,757,488

433,911

6.01.01.03

Debt discount amortization and monetary correction and exchange differences

-2,217,085

211,792

6.01.01.04

Fair value adjustment to other liabilities

99,955

237,094

6.01.01.05

Transaction with derivative financial instruments

127,581

-59,799

6.01.01.06

Depreciation and amortization

1,711,258

1,689,676

6.01.01.07

Expected losses on trade receivables

138,632

136,977

6.01.01.08

Provisions/(reversals)

21,992

59,391

6.01.01.09

Equity in investees

-30,262

625

6.01.01.10

Gain on the sale of investments

-79,114

0

6.01.01.11

Loss on disposal of non-current assets

68,228

38,169

6.01.01.12

Concession Agreement Extension Fee - ANATEL

82,789

34,640

6.01.01.13

Employee and management profit sharing

10,953

13,255

6.01.01.14

Tax recovery

-136,644

-2,023,644

6.01.01.15

Monetary correction to provisions/(reversals)

176,190

97,251

6.01.01.16

Monetary correction to the tax refinancing program

2,475

5,117

6.01.01.17

Other

-190,631

-218,284

6.01.02

Changes in assets and liabilities

-312,586

-1,180,025

6.01.02.01

Accounts receivable

-75,501

-253,114

6.01.02.02

Inventories

4,737

18,595

6.01.02.03

Taxes

339,016

218,552

6.01.02.04

Increases/decreases of cash investments

1,061

8,555

6.01.02.05

Trade payables

-707,858

-214,171

6.01.02.06

Payroll, related taxes and benefits

-48,187

-9,465

6.01.02.07

Provisions

-82,253

-185,154

6.01.02.08

Changes in assets and liabilities held for sale

128,911

-202,356

6.01.02.09

Other assets and liabilities

127,488

-561,467

6.01.03

Other

-418,133

-696,864

6.01.03.01

Financial charges paid - debt

-352,134

-604,195

6.01.03.02

Income tax and social contribution paid - Company

-30,111

-21,035

6.01.03.03

Income tax and social contribution paid - third parties

-35,888

-71,634

6.02

Net cash from investing activities

1,417,520

-1,408,675

6.02.01

Purchases of tangibles and intangibles

-2,158,288

-1,491,919

6.02.02

(increase)/decrease of investments

128,405

-375

6.02.03

Cash received on the sale of investments - PT Ventures

3,296,147

0

6.02.04

Judicial deposits

-66,068

-80,050

6.02.05

Redemption of judicial deposits

217,324

163,669

6.03

Net cash from financing activities

1,885,725

3,550,605

6.03.01

Borrowings net of costs

2,474,387

0

6.03.02

Repayment of principal of borrowings, financing, and derivatives

-998

0

 

Page 19 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Consolidated Statements of Cash Flows - Indirect Method
for the Quarters Ended March 31, 2020 and 2019

 

(In thousands of Brazilian reais – R$)

Code

Line Item

Current Quarter 1/1/2020 to 3/31/2020

Prior Year’s Quarter 1/1/2019 to 3/31/2019

6.03.03

Proceeds from (repayments of) derivative financial instrument transactions

-128,733

46,684

6.03.04

Capital increase

0

4,000,000

6.03.05

Commitment to investors premium

0

-49,573

6.03.06

Tax refinancing program

-21,188

-67,128

6.03.07

Leases

-437,743

-376,806

6.03.08

Share buyback

0

-2,572

6.04

Exchange differences on cash and cash equivalents

179,575

0

6.05

Increase (decrease) in cash and cash equivalents

4,008,073

1,644,431

6.05.01

Cash and cash equivalents at the beginning of the period

2,081,945

4,385,329

6.05.02

Cash and cash equivalents at the end of the period

6,090,018

6,029,760

Page 20 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Consolidated Statement of Changes in Equity for the Quarter Ended March 31, 2020

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Paid-in capital

Capital reserves, stock options granted and treasury shares

 Profit reserves

Retained earnings or accumulated losses

Other comprehensive income

Equity

Non-controlling interests

Consolidated equity

5.01

Opening balances

32,538,937

3,873,456

0

-17,727,954

-1,034,113

17,650,326

146,180

17,796,506

5.03

Adjusted opening balances

32,538,937

3,873,456

0

-17,727,954

-1,034,113

17,650,326

146,180

17,796,506

5.04

Capital transactions with shareholders

0

2,864

0

0

0

2,864

0

2,864

5.04.08

Share-based compensation

0

2,864

0

0

0

2,864

0

2,864

5.05

Total comprehensive income

0

0

0

-6,280,065

51,974

-6,228,091

26,275

-6,201,816

5.05.01

Profit for the period

0

0

0

-6,280,065

0

-6,280,065

26,275

-6,253,790

5.05.02

Other comprehensive income

0

0

0

0

51,974

51,974

0

51,974

5.05.02.06

Other comprehensive income

0

0

0

0

51,974

51,974

0

51,974

5.07

Closing balances

32,538,937

3,876,320

0

-24,008,019

-982,139

11,425,099

172,455

11,597,554

                     

Page 21 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Consolidated Statement of Changes in Equity for the Quarter Ended March 31, 2019

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Paid-in capital

Capital reserves, stock options granted and treasury shares

 Profit reserves

Retained earnings or accumulated losses

Other comprehensive income

Equity

Non-controlling interests

Consolidated equity

5.01

Opening balances

32,038,471

8,729,745

0

-17,530,108

-585,788

22,652,320

243,491

22,895,811

5.03

Adjusted opening balances

32,038,471

8,729,745

0

-17,530,108

-585,788

22,652,320

243,491

22,895,811

5.04

Capital transactions with shareholders

500,466

3,834,437

0

0

0

4,334,903

0

4,334,903

5.04.01

Capital Increases

500,466

3,837,009

0

0

0

4,337,475

0

4,337,475

5.04.04

Bought-back treasury shares

0

-2,572

0

0

0

-2,572

0

-2,572

5.05

Total comprehensive income

0

0

0

568,403

-350,947

217,456

-18,077

199,379

5.05.01

Profit for the period

0

0

0

568,403

0

568,403

110,360

678,763

5.05.02

Other comprehensive income

0

0

0

0

-350,947

-350,947

-128,437

-479,384

5.05.02.06

Share issue costs

0

0

0

0

-385,135

-385,135

0

-385,135

5.05.02.07

Other comprehensive income

0

0

0

0

34,188

34,188

-128,437

-94,249

5.07

Closing balances

32,538,937

12,564,182

0

-16,961,705

-936,735

27,204,679

225,414

27,430,093

                     

Page 22 of 23


 
 

Interim Financial Information (ITR) - March 31, 2020 - OI S.A. – UNDER JUDICIAL REORGANIZATION      

 

Version: 1

 

Consolidated Statements of Value Added

for the Quarters Ended March 31, 2020 and 2019

 

(In thousands of Brazilian reais - R$)

Code

Line Item

Current Quarter 1/1/2020 to 3/31/2020

Prior Year’s Quarter 1/1/2019 to 3/31/2019

7.01

Revenue

6,776,066

8,026,742

7.01.01

Sales of goods and services

6,046,679

6,628,782

7.01.02

Other income

868,019

1,534,937

7.01.04

Allowance for/reversal of doubtful accounts

-138,632

-136,977

7.02

Inputs purchased from third parties

-2,366,396

-2,631,617

7.02.01

Cost of sales and services

-138,282

-193,061

7.02.02

Supplies, power, outside services, and other inputs

-2,052,271

-2,197,898

7.02.04

Other

-175,843

-240,658

7.03

Gross value added

4,409,670

5,395,125

7.04

Retentions

-1,956,680

-1,891,510

7.04.01

Depreciation, amortization and depletion

-1,711,069

-1,689,676

7.04.02

Other

-245,611

-201,834

7.04.02.01

Provisions/reversals

-198,182

-156,642

7.04.02.02

Other expenses

-47,429

-45,192

7.05

Wealth created

2,452,990

3,503,615

7.06

Value added received as transfer

3,414,815

1,350,155

7.06.01

Share of results of investees

30,262

-625

7.06.02

Financial income

3,384,553

1,350,780

7.07

Wealth for distribution

5,867,805

4,853,770

7.08

Wealth distributed

5,867,805

4,853,770

7.08.01

Personnel

539,348

535,661

7.08.01.01

Salaries and wages

373,565

370,993

7.08.01.02

Benefits

115,300

116,865

7.08.01.03

Severance pay fund (FGTS)

36,842

34,540

7.08.01.04

Other

13,641

13,263

7.08.02

Taxes and fees

1,277,105

1,455,460

7.08.02.01

Federal

156,542

201,512

7.08.02.02

State

1,048,251

1,182,975

7.08.02.03

Municipal

72,312

70,973

7.08.03

Lenders and lessors

10,305,142

2,183,886

7.08.03.01

Interest

9,720,800

1,521,230

7.08.03.02

Rentals

584,342

662,656

7.08.04

Shareholders

-6,253,790

678,763

7.08.04.03

Retained earnings/Accumulated losses for the period

-6,280,065

568,403

7.08.04.04

Non-controlling interests in retained earnings

26,275

110,360

 

Page 23 of 23


 
 

Additional Disclosures Relating to the Statement of Cash Flows

 

Non-cash transactions

 

 

COMPANY

CONSOLIDATED

03/31/2020

03/31/2019

03/31/2020

03/31/2019

Variance between economic and financial investment (acquisition of PP&E and intangible assets)

31,114

79,410

(253,321)

279,654

Offset of judicial deposits against provisions

25,099

35,056

72,081

82,031

Compensation of taxes to be recovered against taxes to be collected

328,341

280,292

1,162,321

1,020,284

Capital increase

 

337,475

 

337,475

Capital increase in subsidiary

 

7,204,105

 

 

 

Reconciliation of liabilities resulting from financing activities

 

The changes in financial charges and the settlement of the debt resulting from financing activities are presented in Note 20.


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

1.               GENERAL INFORMATION

 

Oi S.A. – under Judicial Reorganization (“Company” or “Oi”), is a Switched Fixed-line Telephony Services (“STFC”) concessionaire, operating since July 1998 in Region II of the General Concession Plan (“PGO”), which covers the Brazilian states of Acre, Rondônia, Mato Grosso, Mato Grosso do Sul, Tocantins, Goiás, Paraná, Santa Catarina and Rio Grande do Sul, and the Federal District, in the provision of STFC as a local and intraregional long-distance carrier. Since January 2004, the Company also provides domestic and international long-distance services in all Regions and local services outside Region II started to be provided in January 2005. These services are provided under concessions granted by Agência Nacional de Telecomunicações - ANATEL (National Telecommunications Agency), the regulator of the Brazilian telecommunications industry (“ANATEL” or “Agency”).

 

The Company is headquartered in Brazil, in the city of Rio de Janeiro, at Rua do Lavradio, 71 – 2º andar.

 

The Company also holds: (i) through its wholly-owned subsidiary Telemar Norte Leste S.A. – under Judicial Reorganization (“Telemar”) a concession to provide fixed telephone services in Region I and nationwide International Long-distance services; and (ii) through its indirect subsidiary Oi Móvel S.A. – under Judicial Reorganization (“Oi Móvel”) a license to provide mobile telephony services in Region I, II and III.

 

In Africa, the Company provides fixed and mobile telecommunications services through own subsidiaries and the subsidiaries of Africatel Holdings B.V. (“Africatel”), and in Asia the Company provides fixed, mobile, and other telecommunications services basically related through its subsidiary Timor Telecom (Note 30).

 

The Company is registered with the Brazilian Securities and Exchange Commission (“CVM”) and the U.S. Securities and Exchange Commission (“SEC”). Its shares are traded on B3 S.A. – Brasil, Stock Exchange, OTC (“B3”) and its American Depositary Receipts (“ADRs”) representing Oi common shares and preferred shares are traded on the New York Stock Exchange (“NYSE”).

 

Concession agreements

 

The local and nationwide STFC long-distance concession agreements entered into by the Company and its subsidiary Telemar with ANATEL are effective until December 31, 2025. These concession agreements provide for reviews on a five-year basis and in general have a higher degree of intervention in the management of the business than the licenses to provide private services. At the end of 2018, ANATEL published Public Hearing No. 51/2018 to address the revision of the Concession Agreements for the concession’s last five-year period (2021-2025). The contribution period to the Public Hearing ended on March 26, 2019, and the draft in being analyzed by ANATEL. It is worth noting that Law 13879/2019 had created the legal possibility to adjust the public utility regime to the STFC provision under private law—which is being regulated by ANATEL, under Public Hearing 05/2020—as well as the possibility of successive renewals of the Concession for 20-year periods.

3


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

On December 21, 2018, the Government enacted Decree 9619/2018, which repeals Decree 7512/2011 and approves a New PGMU (“PGMU IV”). The highlight of the New PGMU is the fact that the New PGMU introduces a significant reduction in the plant of payphones (“TUP”) currently in use. As a replacement for the payphones no longer required, the concessionaires are required to implement wireless fixed access systems supporting broadband connections in certain locations, the deadline of which is December 2023.

 

With the approval of the Judicial Reorganization Plan (“JRP” or “Plan”), ANATEL initiated some procedures aiming at monitoring the Company’s financial situation, as well as to assess its Company’s ability to discharge its obligations arising from the terms of the concession agreements. In March 2019, ANATEL decided, among other issues, to maintain the special monitoring of the provision of telecommunications services of the Oi Group companies in 2019 by imposing actions related to transparency, corporate governance, and corporate control, financial and operating performance, and asset and credit management, as informed in the Notice to the Market disclosed by the Company on May 8, 2019.

 

On February 10, 2020, as reported in the Notice to the Market released by the Company, ANATEL’s Board of Directors concluded there was no longer the need for special monitoring based on the decision issued in May 2019 as it considers that the Company’s and its subsidiaries’ short-term liquidity risk has been extinguished and revoked the obligations previously imposed on the Oi Group companies.

 

Corporate Authorization

 

The Executive Committee authorized the completion of this quarterly information at the meeting held on June 12, 2020, after being reviewed at the Board of Directors’ meeting held on the same daily.

 

Judicial Reorganization

 

On June 20, 2016, the Company – under Judicial Reorganization and its direct and indirect wholly owned subsidiaries Oi Móvel, Telemar, Copart 4 Participações S.A. – under Judicial Reorganization (“Copart 4), Copart 5 Participações S.A. – under Judicial Reorganization (“Copart 5”, merged with and into the Company), Portugal Telecom International Finance B.V. - under Judicial Reorganization (“PTIF”), and Oi Brasil Holdings Cooperatief U.A. - under Judicial Reorganization (“Oi Holanda”) (collectively with the Company, the “Oi Companies”) filed a petition for judicial reorganization with the Court of the State of Rio de Janeiro (“Judicial Reorganization Proceeding”).

 

On December 19, 2017, after confirming that the required quorum of classes I, II, III, and IV creditors was in attendance, the General Creditors’ Meeting was held and the Oi Companies’ judicial reorganization plan (“Plan” or “JRP”) was approved by a vast majority of creditors on December 20, 2017.

 

On January 8, 2018, the judicial reorganization court (“Judicial Reorganization Court”) issued a decision that ratified the JRP and granted the judicial reorganization to the Oi Companies, which was published on February 5, 2018.

4


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

On July 31, 2018, the restructuring of the Oi Companies’ financial debt was completed with the implementation of the applicable terms and conditions provided for in the JRP, including the completion of the first capital increase provided for in the JRP, Capital Increase – Claim Capitalization.

On January 25, 2019 the Company completed the second capital increase provided for in the JRP (“Capital Increase - New Funds”), with the issue of 3,225,806,451 book-entry, registered common shares, without par value, including new common shares represented by ADSs, pursuant to the JRP and the subscription and commitment agreement entered into by the Company, its subsidiaries, and the Backstop Investors.

Capital Increase – New Funds

 

Exercise of Subscription Warrants and American Depositary Warrants (“ADWs”)

 

On October 28, 2018, the Company commenced the issuance and delivery of all warrants and ADWs exercised by their holders. The process was completed on January 4, 2019. All Warrants that were not exercised on or prior to January 2, 2019 have been cancelled.

Preferential offer and completion of the Capital Increase – New Funds, pursuant to the commitment agreement terms

As contemplated by Section 6 of the JRP, on November 13, 2018 the Company commenced a preemptive offering of common shares that was registered with the SEC under the Securities Act under which holders of common shares and preferred shares, including the ADS Depositary and The Bank of New York Mellon, as depositary of the Preferred ADS program, received transferable rights for each common share or preferred share held as of November 19, 2018, which refers to as subscription rights.

The subscription rights expired on January 4, 2019. On January 16, 2019, the Company issued 1,530,457,356 common shares to holders of subscription rights that had exercised those subscription rights with respect to the initial common shares. On January 21, 2019, the Company issued 91,080,933 common shares to holders of subscription rights that had requested subscriptions for excess common shares. The proceeds of these subscriptions totaled R$2,011 million.

On January 25, 2019, the Company issued 1,604,268,162 common shares, representing the total number of common shares that were offered in the preemptive offering less the total number of initial common shares and excess common shares, to the Backstop Investors in a private placement under the terms of the commitment agreement for the aggregate amount of R$1,989 million ("Share Balance"). Because of the subscription and payment of the Share Balance, the Company completed, on this date, the Capital Increase – New Funds, through the subscription and payment of all 3,225,806,451 New Common Shares issued as part of the Capital Increase – New Funds, representing a contribution of new funds for the Company totaling R$4.0 billion. In addition, under the terms of the commitment agreement, on that date the Company issued, as compensation for their commitments under the commitment agreement, 272,148,705 common shares in a private placement to the Backstop Investors and paid US$13 million to the Backstop Investors. As a result of the outcome of the subscription and payment of the Capital Increase – New Funds and the Commitment Shares, the Company’s share capital increased to R$32,538,937,370.00, represented by 5,954,205,001 shares, divided into 5,796,477,760 registered common shares and 157,727,241 registered preferred shares, without par value.

5


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

Litigation discontinuation settlement between the Company and Pharol

 

On February 8, 2019, in order to discontinue any disputes that might harm the implementation of the JRP, the Company disclosed a Material Fact Notice informing that its Board of Directors approved, in accordance with CVM Instruction 567/2015, the acquisition of 1,800,000 preferred shares issued by the Company to ensure the compliance of the commitment assumed by the Company to transfer its treasury shares to Bratel, wholly-owned subsidiary of Pharol SGPS, S.A., in the context of the settlement entered into, subject matter of the Material Fact Notice of January 8, 2019 (“Settlement”), in transactions conducted in B3’s OTC to deliver the treasury shares to Bratel, which would be made within four business days from the confirmation of the settlement by the Judicial Reorganization Court.

 

On February 18, 2019, the Court issued a decision suspending conflict of jurisdiction injunction No. 157.099 during the period requested by the parties.

 

On April 3, 2019, the Company disclosed a notice to the market to inform on the confirmation of the settlement, referred to above, because the fifteen-day term for the publication of the related court decision has run out. Accordingly, as determined in the Settlement, the term for the compliance with the second part of the obligations established by both parties to the Settlement started on this same date, including: (a) the request to discontinue all the litigation involving the parties named in the Agreement and (b) the delivery to Bratel of 33.8 million Oi shares there were held in treasury, including 32 million common shares and 1.8 million preferred shares.

 

In addition, several obligations and rights of the parties described in the Material Fact Notice released by Oi and the Communication released by Pharol, both on January 9, 2019, were fully clearly established.

 

Default Payment Method provided for by Clause 4.3.6 of the Plan - Bondholders

 

On May 20, 2019, in strict compliance with the decision issued under Chapter 15 that determined that the cancelation of the notes regulated by New York Law should take place on June 14, 2019, the Company announced that it started the procedure so that the holders of the notes (a) Portugal Telecom International Finance B.V.’s €500,000,000 in 4.375% notes maturing in 2017 (ISIN No.: XS0215828913); (b) Portugal Telecom International Finance B.V.’s €750,000,000 in 5.875% notes maturing in 2018 (ISIN No.: XS0843939918); (c) Portugal Telecom International Finance B.V.’s €750,000,000 in 5.00% notes maturing in 2019 (ISIN No.: XS0462994343); (d) Portugal Telecom International Finance B.V.’s €1,000,000,000 in 4.625% notes maturing in 2020 (ISIN No.: XS0927581842); (e) Portugal Telecom International Finance B.V.’s €500,000,000 in 4.5% notes maturing in 2025 (ISIN No.: XS0221854200); (f) Oi Brasil Holdings Coöperatief U.A.’s €600,000,000 in 5.625% notes maturing in 2021 (ISIN No.: XS1245245045); (g) Oi Brasil Holdings Coöperatief U.A.’s US$1,500,000,000 in 5.75% notes maturing in 2022 (ISIN No.: US10553MAD39); (h) Oi S.A.’s €750,000,000 in 5.125% notes maturing in 2017 (ISIN No.: XS0569301327); (i) Oi S.A.’s US$750,000,000 9.500% maturing in 2019 (ISIN No.: 87944LAD1); (j) Oi S.A.’s BRL1,100,000,000 in 9.75% maturing in 2016 (ISIN No. US10553MAC55); and (k) Oi S.A.’s US$1,000,000,000 in 5.500% maturing in 2020 (ISIN No. 144A: US87944LAE92) (the “Legacy Notes”) are able to support their claims to receive on a future date or on the Company’s payment dates pursuant to Clause 4.3.6 of the Plan.

6


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

The procedure detailed above is not applicable for the holders of the 6.25% Notes issued by Portugal Telecom International Finance B.V. – in Judicial Reorganization maturing in 2016 (ISIN No.: PTPTCYOM0008). The Company will provide at the appropriate time the information on the procedure to register the beneficiaries of the Default Payment Method provided for by Clause 4.3.6 of the Plan with regard to such series.

 

Prepetition Financing – Clause 5.3 of the Plan

 

On December 23, 2019, the Company disclosed a Material Fact Notice informing that its subsidiary Oi Móvel entered into a 1st issue indenture of collateralized, simple, nonconvertible debentures, with additional trust security, in a single series, for private placement, in the total amount of up to R$2,500,000,000.00 (“Debentures” and “Issue”, respectively). The main features of the Issue and the Debentures are as follows: (i) Term and Maturity Date: twenty-four (24) months from the issue date, except in the case of early redemption and early maturity of the Debentures set forth in the Debenture Indenture; (ii) Payout: U.S. dollar foreign exchange fluctuation plus interest of (i) twelve point sixty-six percent (12.66%) per year (PIK) for the first twelve months after the first repayment is made; and (ii) thirteen point sixty-one percent (13.61%) per year thereafter; and (iii) Guarantees: the Debentures are fully be backed by collaterals and trust guarantees provided by Oi Móvel, the Company and its subsidiary Telemar.

 

The Issue was approved based on the provisions of Clause 5.3 of the Plan and is part of the context of prepetition financing, in the “Debtor in Possession Financing” ("DIP Financing") modality.

 

Subsequently to the Material Fact Notice disclosed on December 23, 2019, the Company disclosed a Notice to the Market on February 4, 2020 informing shareholders and the general market that the subscription and payment of the Oi Móvel Issue had been completed, described above, for private placement in the amount of R$2,500,000,000.00.

 

Extension of the Judicial Reorganization

 

On December 6, 2019, the Company released a Material Fact Notice informing that the Oi Companies filed a petition with the Judicial Reorganization Court requesting that the court oversight of the Oi Companies not to be terminated on February 4, 2020, the date when the Plan’s homologation completes two years.

 

The non-termination of the judicial oversight does not introduce any changes to the current position of the Oi Companies and has no impact on the compliance with the Plan in force or on current receivables, or any other new funds that might be obtained by the Oi Companies. It is worth noting that the continuity of court oversight at the end of the two-year period is a natural measure that has been applied in most judicial reorganization proceedings.

7


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

Notwithstanding the good progress of the Plan implementation, which has already concluded most of the steps provided for the proceeding, which were important for the Company's recovery, said petition presents the Judicial Reorganization Court with circumstances related to the complexity inherent to the Judicial Reorganization Proceeding’s magnitude and to the reforms underway in the legal and regulatory environment, and which require actions still to be implemented within the scope of the Judicial Reorganization Proceeding.

 

On February 28, 2020, the Company released a Material Fact Notice informing its shareholders and the general market that on February 28, 2020 the Oi Companies filed with the Judicial Reorganization Court a petition exposing its interest in submitting for deliberation to a new general creditors’ meeting (“New GCM”) an amendment to the Plan aimed at achieving greater operating and financial flexibility to continue its investment project and the compliance with its strategic transformation plan (“Strategic Plan”), both broadly disclosed to the market.

 

In line with the foregoing, on March 6, 2020, the Company disclosed a Material Fact Notice informing that the Judicial Reorganization Court awarded a decision, on the same date, granting the Company's request for a New General Creditors’ Meeting to deliberate on an amendment to the Plan, prescribing that:

 

(i)           the Oi Companies file with the court, within 180 days from the decision’s issue date, the draft amendment to the JRP; and

 

(ii)         the Trustee organizes the New General Creditors’ Meeting, which shall be held within 60 days from the submission of the amendment proposal to the JRP.

 

Accordingly, taking into consideration that the decision above was issued on March 11, 2020, we shall submit the amendment to the JRP to the court by September 8, 2020, with the New GCM expected to occur on November 6, 2020.

 

The purpose of the amendment proposal to the JRP will be increasing the flexibility of the JRP by creating a more efficient corporate and operating structure, aiming at maximizing the Company's value to the benefit of all its stakeholders. This initiative is fully aligned with the Strategic Plan, which is being transparently implemented.

 

Going concern

 

The interim financial information for the period ended March 31, 2020, has been prepared assuming that the Company will continue as a going concern and in compliance with the legal requirements applicable to a judicial reorganization. The judicial reorganization is aimed at ensuring the continuation of the Oi Companies as going concerns. This continuity was strengthen with the approval of the JRP and, as a result, the borrowings and financing were novated and the related balances were recalculated under the terms and conditions of the JRP, including the Capital Increase with Claim Capitalization and the Capital Increase with New Funds.

8


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

The continuity of the Company as a going concern is ultimately depending on the successful outcome of the judicial reorganization and the realization of other forecasts of the Oi Companies.

 

The Company has been successfully discharging the obligations set forth in the judicial reorganization proceedings and even though there are no indications in this regard, we emphasize that these conditions and circumstances indicate, by their own nature, uncertainties that may affect the success of the judicial reorganization and possibly cast doubts as to the Oi Companies’ ability to continue as going concerns. As at March 31, 2020 and after the implementation of the JRP, total shareholders’ equity was R$11,597,554 (R$11,425,099 in the Company), loss for the period then ended was R$6,253,790 (R$6,280,065 in the Company), and working capital totaled R$7,836,191 (R$5,172,371 in the Company). As at December 31, 2019 and after the implementation of the JRP, total shareholders’ equity was R$17,796,506 (R$17,650,326 in the Company), loss for the year then ended was R$9,095,107 (R$9,000,434 in the Company), and working capital totaled R$6,157,364 (R$6,050,559 in the Company).

 

On January 31, 2020, the World Health Organization announced that COVID-19 was a global health emergency and on March 3, 2020, the World Health Organization categorized COVID-19 as a pandemic.

 

By the date of this interim financial information, the Company was still unable to quantify any material impacts related to COVID-19 and it is too soon to accurately determine the extent of its medium- and long-term impacts on the global and Brazilian economic scenarios. However, as it is not possible yet to predict the duration and effects of this crisis, there is a risk of material impacts on operations and sales, particularly on the expansion of the fiber network (Fiber-To-The-Home, or FTTH).

 

Additionally, the Company and its subsidiaries are subject to certain covenants existing in certain loan and financing agreements, based on certain financial ratios, including the Gross debt-to-EBITDA ratio. The Company monitors on a quarterly basis the compliance of these terms set forth in financial covenants since failing to meet the financial ratios required in such covenants might result in the accelerated maturity of the corresponding debt.

 

Because of the financial crisis caused by the COVID-19 pandemic, the related foreign exchange volatility had a material impact on these ratios. The Company has, therefore, preventively initiated discussions with its creditors and obtained waivers related to the noncompliance of the obligations as at March 31, 2020, thus eliminating the contractually prescribed consequences of violating the covenants for the first quarter of 2020. See Notes 3 and 20 for further information.

 

 

 

9


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

2.               SIGNIFICANT ACCOUNTING POLICIES

 

Statement of compliance

 

The Company’s individual and consolidated interim financial information has been prepared and is being presented in accordance with the pronouncements, guidelines and interpretations issued by the Accounting Pronouncements Committee (CPC) and approved by the Brazilian Securities and Exchange Commission (CVM), which are consistent with the International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB). All relevant information part of the interim financial information, and only this information, corresponds to the information the Company’s management uses while managing the Company.

 

(a)             Reporting basis

 

The Company’s interim financial information has been prepared for the period ended March 31, 2020 and in accordance with IAS 34 and CPC 21 (R1) issued by the Accounting Pronouncements Committee (“CPC”), which address interim financial reporting.

 

CPC 21 (R1)/IAS 34 requires that management use certain accounting estimates. The quarterly information has been prepared based on the historical cost, except for certain financial assets and financial liabilities measured at their fair values.

 

This quarterly information does not include all the information and disclosures required in annual financial statements and should be read in conjunction with the annual financial statements for the year ended December 31, 2019, which have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) and the accounting practices adopted in Brazil. There were no changes in the accounting policies adopted in the period ended March 31, 2020 as compared to those applicable in the year ended December 31, 2019, besides the new pronouncements, interpretations, and changes that became effective after December 31, 2019, as described in item (b) of this note.

 

The assets and liabilities related to the operations in Africa are consolidated and stated in a single line item of the balance sheet as held-for-sale assets as a result of Management’s expectation and decision to hold these assets and liabilities for sale. In the statement of profit or loss, however, costs/expenses and revenue/gains are stated under the full consolidation method because these operations do not meet the criteria to be classified as ‘discontinued operation’, as provided for by CPC 31/IFRS 5.

 

Estimates and critical accounting judgments

 

The Company’s management uses estimates and assumptions based on historical experience and other factors, including expected future events, which are considered reasonable and relevant, and also requires judgments related to these matters. Actual results of operations and the financial position may differ from these estimates. The estimates that represent a significant risk of causing material adjustments to the carrying amounts of assets and liabilities are related to: (i) the recognition of revenue and trade receivables; (ii) estimated credit losses on doubtful accounts; (iii) depreciation and amortization of assets with finite useful lives; (iv) impairment of long-lived assets; (v) fair value of financial liabilities; (vi) provisions; (vii) fair value of financial assets; (viii) deferred income tax and social contribution; (ix) employee benefits; (x) leases; (xi) provisions onerous contracts; and (xii) share-based compensation.

10


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

With regard to item (iv) above, the recoverable amounts of long-lived assets are determined by comparing the calculations of their value in use or their sales prices. These calculations required the use of judgments and assumptions that may be influenced by different external and internal factors, such as economic trends, industry trends and interest rates, changes in business strategies, and changes in the type of services and products sold by the Company to the market. The use of different assumptions may significantly change our interim financial information.

 

Functional and presentation currency

 

The Company and its subsidiaries operate mainly as telecommunications industry operators in Brazil, Africa, and Asia, and engage in activities typical of this industry. The items included in the financial statements of each group company are measured using the currency of the main economic environment where it operates ("functional currency"). The individual and consolidated financial statements are presented in Brazilian reais (R$), which is the Company’s functional and presentation currency.

 

Transactions and balances

 

Foreign currency-denominated transactions are translated into the functional currency using the exchange rates prevailing on the transaction dates. Foreign exchange gains and losses arising on the settlement of the transaction and the translation at the exchange rates prevailing at period-end, related foreign currency-denominated monetary assets and liabilities are recognized in the income statement, except when qualified as hedge accounting and, therefore, deferred in equity as cash flow hedges.

 

Group companies with a different functional currency

 

The profit or loss and the financial position of all Group entities, none of which uses a currency from a hyperinflationary economy, whose functional currency is different from the presentation currency are translated into the presentation currency as follows:

 

·        assets and liabilities are translating at the rate prevailing at the end of the reporting period;

 

·        revenue and expenses disclosed in the statement of profit or loss are translated using the average exchange rate;

 

·        all the resulting foreign exchange differences are recognized as a separate component of equity in other comprehensive income; and

 

11


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

·        goodwill and fair value adjustments, arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rate.

 

As at March 31, 2020 and December 31, 2019, the foreign currency-denominated assets and liabilities were translated into Brazilian reais using mainly the following foreign exchange rates:

 

 

Closing rate

Average rate

Currency

03/31/2020

12/31/2019

03/31/2020

03/31/2019

Euro

5.7264

4.5305

4.9225

4.2802

US dollar

5.1987

4.0307

4.4657

3.7684

Cape Verdean escudo

0.0519

0.0411

0.0447

0.0388

Sao Tomean dobra

0.0002476

0.000192

0.000213

0.000179

Kenyan shilling

0.04954

0.0398

0.0438

0.0374

Mozambican metical

0.0764

0.0631

0.0686

0.0602

 

Segment reporting

 

The information about operating segments is presented consistently with the internal report provided to the Company’s main decision-making body, its Board of Directors. Management monitors and tracks performance of each of the Company’s services offerings based on the revenues of those services and the results of operations are reviewed on a consolidated basis with regard to the resources to be allocated to assess their performance and for strategic decision (Note 28).

 

Reclassifications of the comparative period’s accounting balances

 

The Company made some reclassifications in the statement of profit or loss for the period ended March 31, 2019 for better comparability and understanding of the transactions and balances in the individual and consolidated accounting information for the period ended March 31, 2020. These reclassifications do not affect the Company’s or equity as at September 30, 2019 and profit or loss for the period then ended. We highlight below the stated reclassifications:

 

COMPANY

CONSOLIDATED

Currently stated 03/31/2019

Originally stated 03/31/2019

Currently stated 03/31/2019

Originally stated 03/31/2019

Cost of sales and/or services

(800,239)

(787,455)

(3,873,469)

(3,746,620)

Selling expenses

 

 

(868,290)

(928,765)

Other operating expenses

(43,989)

(56,773)

(316,284)

(382,658)

 

(b)             New and revised standards and interpretations

 

The new and revised standards and interpretations issued by the IASB that are effective in future reporting periods and that the Company decided not to early adopt are the following, effective for periods beginning on or after January 1, 2020:

 

12


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

New and revised standards

Effective beginning on or after:

IAS 1

Presentation of Financial Statements

January 1, 2020

IAS 8

Accounting Policies, Changes in Accounting Estimates and Errors (Amendment - Definition of material)

January 1, 2020

IFRS 3

Business Combinations (Revised - definition of business)

Conceptual framework revised for financial reports

January 1, 2020

 

The changes in said standards did not have any impacts on the Company’s interim financial information.

 

 

3.               FINANCIAL INSTRUMENTS AND RISK ANALYSIS

 

3.1.           Financial Instruments

 

The carrying amounts and the estimated fair values of our main financial assets and financial liabilities as at March 31, 2020 and December 31, 2019 are summarized as follows:

 

 

 

 

Accounting measurement

COMPANY

CONSOLIDATED

03/31/2020

Carrying
amount

Fair value

Carrying
amount

Fair value

Assets

 

 

 

 

 

Cash and banks

Fair value

524,527

524,527

1,201,839

1,201,839

Cash equivalents

Fair value

2,680,726

2,680,726

4,888,179

4,888,179

Cash investments

Fair value

184,429

184,429

219,698

219,698

Due from related parties

Amortized cost

6,950,340

6,950,340

 

 

Accounts receivable (i)

Amortized cost

1,513,109

1,513,109

6,271,414

6,271,414

Dividends and interest on capital

Amortized cost

3,499

3,499

 

 

Financial asset at fair value

Fair value

 

 

35,247

35,247

Claims receivable – Sale of PT Ventures (i)

Amortized cost

 

 

843,760

843,760

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Trade payables (i)

Amortized cost

1,773,935

1,773,935

8,119,051

8,119,051

Derivative financial instruments

Fair value

 

 

 

 

Borrowings and financing (ii)

 

 

 

 

 

Borrowings and financing

Amortized cost

2,344,231

2,344,231

9,607,106

9,607,106

Due to related parties

Amortized cost

1,110,988

1,110,988

 

 

Public debentures

Amortized cost

2,417,713

2,417,713

3,765,671

3,765,671

Private debentures

 

 

 

3,253,001

3,253,001

Senior Notes

Amortized cost

7,815,212

6,317,539

7,815,212

6,317,539

Dividends and interest on capital

Amortized cost

4,780

4,780

5,749

5,749

Licenses and concessions payable (iii)

Amortized cost

4,734

4,734

80,468

80,468

Tax refinancing program (iii)

Amortized cost

250,558

250,558

401,089

401,089

Leases payable (iv)

Amortized cost

720,578

720,578

8,800,632

8,799,823

           

 

 

 

 

13


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

Accounting measurement

COMPANY

CONSOLIDATED

12/31/2019

Carrying
amount

Fair value

Carrying
amount

Fair value

Assets

 

 

 

 

 

Cash and banks

Fair value

152,465

152,465

575,863

575,863

Cash equivalents

Fair value

797,502

797,502

1,506,082

1,506,082

Cash investments

Fair value

182,696

182,696

217,792

217,792

Due from related parties

Amortized cost

5,583,816

5,583,816

 

 

Accounts receivable (i)

Amortized cost

1,383,264

1,383,264

6,334,526

6,334,526

Dividends and interest on capital

Amortized cost

3,499

3,499

426

426

Financial asset at fair value

Fair value

 

 

 40,689

 40,689

Held-for-sale assets

 

 

 

 

 

Held-for-sale financial asset (Note 30)

Fair value

1,474,699

1,474,699

1,474,699

1,474,699

Dividends receivable (Note 30)

Amortized cost

2,435,014

2,435,014

2,435,014

2,435,014

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Trade payables (i)

Amortized cost

1,960,453

1,960,453

8,887,367

8,887,367

Derivative financial instruments

Fair value

1,152

1,152

1,152

1,152

Borrowings and financing (ii)

 

 

 

 

 

Borrowings and financing

Amortized cost

2,060,582

2,060,582

8,354,777

8,354,777

Due to related parties

Amortized cost

783,404

783,404

 

 

Public debentures

Amortized cost

2,344,962

2,344,962

3,652,353

3,652,353

Senior Notes

Amortized cost

6,219,619

6,565,782

6,219,619

6,565,782

Dividends and interest on capital

Amortized cost

4,761

4,761

5,731

5,731

Licenses and concessions payable (iii)

Amortized cost

 

 

58,582

58,582

Tax refinancing program (iii)

Amortized cost

263,684

263,684

417,503

417,503

Leases payable (iv)

Amortized cost

656,359

656,359

8,150,026

8,150,026

           

 

For the closing of the period ended March 31, 2020:

 

(i) The balances of accounts receivable and claims receivable arising on PT Ventures have near terms and, therefore, they are not adjusted to fair value. The balances of trade payables subject to the judicial reorganization were adjusted to fair value at the date of novation of the liabilities and are represented by the amounts expected to be settled (Note 18).

 

(ii) The balance of the borrowings and financing with the BNDES, Local Banks, and ECAs correspond to exclusive markets, and the fair value of these instruments is similar to their carrying amounts. The balances of borrowings and financing refers to the bonds issued in the international market, for which is there is a secondary market, and their fair values differ from their carrying amounts.

 

(iii) The licenses and concessions payable and the tax refinancing program are stated at the amounts that these obligations are expected to be discharged and are not adjusted to fair value.

 

(iv) The leases payable are represented by the amounts that the obligations are expected to be settled, adjusted at present value.

 

14


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

The levels of the financial assets cash and cash equivalents and cash investments, held-for-sale assets, and derivative financial instruments at fair value as at March 31, 2020 and December 31, 2019 are as follows:

 

 

Fair value measurement hierarchy

COMPANY

CONSOLIDATED

Fair value

Fair value

Fair value

Fair value

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Assets

 

 

 

 

 

Cash and banks

Level 1

524,527

152,465

601,797

575,863

Cash equivalents

Level 1

2,680,726

797,502

4,888,178

1,506,082

Cash investments

Level 1

184,429

182,696

219,698

217,792

Held-for-sale financial asset

Level 3

 

1,474,699

 

1,474,699

Liabilities

 

 

 

 

 

Derivative financial instruments

Level 2

 

1,152

 

1,152

 

There were no transfers between levels in the periods ended March 31, 2020 and December 31, 2019.

 

The Company and its subsidiaries have measured their financial assets and financial liabilities at their market or actual realizable values (fair value) using available market inputs and valuation techniques appropriate for each situation, as follows:

 

(a)             Cash, cash equivalents and cash investments

 

Foreign currency-denominated cash equivalents and cash investments are basically kept in checking deposits denominated in euro and US dollars and, to a lesser extent, in euros.

 

The fair value of securities traded in active markets is equivalent to the amount of the last closing quotation available at the end of the reporting period, multiplied by the number of outstanding securities.

 

For the remaining contracts, the Company carries out an analysis comparing the current contractual terms and conditions with the terms and conditions effective for the contract when they were originated. When terms and conditions are dissimilar, fair value is calculated by discounting future cash flows at the market rates prevailing at the end of the period, and when similar, fair value is similar to the carrying amount on the reporting date.

 

(b)             Held-for-sale assets

 

As at December 31, 2019, held-for-sale assets represented the indirect interest held by PT Ventures in the dividends receivable and the fair value of the financial investment in Unitel, both classified as held for sale. The assets from the investment held in PT Ventures were measured substantially at the fair value of the investment for sale, which occurred on January 23, 2020.  As at March 31, 2020, the Company holds a claim receivable from the sale of PT Ventures amounting to R$843,760. See Notes 14 and 30 for further information.

15


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

(c)             Derivative financial instruments

 

The Company conducts derivative transactions to manage certain market risks, mainly the foreign exchange risk. At the closing date of the period ended March 31, 2020, these instruments include Non-deliverable Forward (NDF) contracts. The Company does not use derivatives for any purposes other than hedging against these risks.

                                                                                     

The method used to calculate the fair value of the derivative instruments contracted throughout the year was the future cash flows method associated to each contracted instrument, discounted using the market rates prevailing at the reporting date.

 

3.2.           Financial risk management

 

The Company’s and its subsidiaries’ activities expose them to several financial risks, such as: market risk (including currency fluctuation risk, interest rate risk on fair value, interest rate risk on cash flows), credit risk, and liquidity risk. According to their nature, financial instruments may involve known or unknown risks, and it is important to assess to the best judgment the potential of these risks. The Company and its subsidiaries may use derivative financial instruments to mitigate certain exposures to these risks.

 

The Company’s risk management process is a three-step process, taking into account its consolidated structure: strategic, tactical, and operational. At the strategic level, the Company’s executive committee agrees with the Board of Directors the risk guidelines to be followed. A Financial Risk Management Committee is responsible for overseeing and ensuring that Oi comply with the existing policies. At the operating level, risk management is carried out by the Company's treasury officer, in accordance with the policies approved by the Board of Directors.

 

The Financial Risk Management Committee meets on a monthly basis and currently consists of the Chief Finance Officer, the Regulation and Institutional Affairs Officer, the Legal Tax Officer, the Chief Controller, the Investor Relations Officer, and the Treasury Officer.

The Hedging and Cash Investments Policies, approved by the Board of Directors, document the management of exposures to market risk factors generated by the financial transactions of the Oi Group companies.

 

In the aftermath of the approval of the JRP, based on the measured new risk factors, the Company approved with the Board of Directors a new strategy to the Board of Directors to mitigate the risks arising on the foreign exchange exposure of its financial liabilities, as is ready to implement it as from this point in time. In line with the Hedging Policy pillars, the strategy is focused on the preservation of the Company’s cash flows, maintaining its liquidity, and complying with the financial covenants.

 

 

16


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

3.2.1.      Market risk

 

(a)             Foreign exchange risk

 

Financial assets

 

The Company is not exposed to any material foreign exchange risk involving foreign currency-denominated financial assets as at March 31, 2019, except with regard to the claims receivable arising on the sale of PT Ventures (Note 14), for which the Company does not enter into any currency hedging transaction.

 

Financial liabilities

 

The Company and its subsidiaries have foreign currency-denominated or foreign currency-indexed borrowings and financing. The risk associated with these liabilities is related to the possibility of fluctuations in foreign exchange rates that could increase the balance of such liabilities. The Company’s and its subsidiaries’ borrowings and financing exposed to this risk represent approximately 63.6% of total liabilities from borrowings and financing (52.3% at December 31, 2019), less the contracted currency hedging transactions.

 

To minimize this type of risk, after the sale of PT Ventures was completed in January 2020, the Company elected to keep part of the funds received with this sale in offshore cash, as a natural hedge both to cover the payment of foreign currency-denominated interest to be made in 2020 and the portion of the Company’s US dollar-denominated operating expenses. The Company hedges virtually 100% of the cash flows of these transactions in 2020 through this natural hedge.  As at March 31, 2020, the Company did not have hedging transactions using currency forwards.

 

The currency hedging percentage for purposes of covenant compliance and the financial expenses of the existing borrowings and financing, including the impacts of changes in foreign exchange rates on the fair value adjustment gain, is 45.7%.

 

Foreign currency-denominated financial assets and financial liabilities are presented in the balance sheet as follows (includes intragroup balances transferred to Company amounts):

 

 

COMPANY

03/31/2020

12/31/2019

Carrying
amount

Fair value

Carrying
amount

Fair value

Financial assets

 

 

 

 

Cash and banks

485,540

485,540

108,160

108,160

Cash equivalents

 

 

 

 

Due from related parties

6,950,340

6,950,340

5,583,816

5,583,816

Held-for-sale assets

 

 

 

 

Held-for-sale financial asset

 

 

1,474,699

1,474,699

Dividends receivable

 

 

2,435,014

2,435,014

Financial liabilities

 

 

 

 

Borrowings and financing (Note 20)

9,855,059

9,855,059

7,683,578

7,683,578

Derivative financial instruments

 

 

1,152

1,152

 

CONSOLIDATED

03/31/2020

12/31/2019

Carrying
amount

Fair value

Carrying
amount

Fair value

Financial assets

 

 

 

 

Cash and banks

1,102,254

1,102,254

400,874

400,874

Cash equivalents

1,412

1,412

1,096

1,096

Claims receivable – Sale of PT Ventures (Note 14)

843,760

843,760

 

 

Held-for-sale assets

 

 

 

 

Held-for-sale financial asset

 

 

1,474,699

1,474,699

Dividends receivable

 

 

2,435,014

2,435,014

Financial liabilities

 

 

 

 

Borrowings and financing (Note 20)

12,259,878

12,259,878

9,521,291

9,521,291

Derivative financial instruments

 

 

1,152

1,152

17


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

The amounts of the derivative financial instruments are summarized as follows:

 

 

Derivatives designated for hedge accounting

 

 

COMPANY

CONSOLIDATED

Notional (US$)

Maturity (years)

Fair value

Fair value

Amounts (payable)/receivable

Amounts (payable)/receivable

03/31/2020

12/31/2019

03/31/2020

12/31/2019

USD/R$ NDFs

 

 

 

(1,152)

 

(1,152)

 

At the end of the year, the main hedging transactions conducted with financial institutions with the objective minimizing the foreign exchange risk were as follows:

 

Non-deliverable Forward (NDF) contracts

 

US$/R$: Refer to future dollar purchase transactions using NDFs to hedge against the depreciation of the Brazilian real against the US dollar. The key strategy for these contracts is to eliminate foreign exchange differences during the contract period, mitigating unfavorable changes in foreign exchange rates on dollar-denominated debts or operating expenses.

 

As at March 31, 2020, there were no hedging transactions entered into with financial institutions in the form of NDF contracts and in the period then ended the Company recognized as result of derivative transactions the amounts shown below:

 

 

COMPANY

CONSOLIDATED

03/31/2020

03/31/2019

03/31/2020

03/31/2019

Forward currency transactions – financial income (expenses)

 127,581

59,799

 127,581

59,799

Forward currency transaction – operating results

 1,152

(1,480)

 1,152

(1,480)

Total

 128,733

58,319

 128,733

58,319

 

 

18


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

The movements in foreign exchange hedges designated for hedge accounting were recognized in other comprehensive income.

 

Table of movements in hedge accounting effects in other comprehensive income

 

COMPANY

CONSOLIDATED

Balance at 12/31/2019

(1,152)

(1,152)

Amortization of hedges to profit or loss

1,152

1,152

Balance at 03/31/2020

 

 

 

Foreign exchange risk sensitivity analysis

 

As established by CVM Instruction 475, as at March 31, 2020, management estimated the depreciation scenarios of the Brazilian real in relation to other currencies, at the end of the reporting period.

 

For purposes of this Instruction, however, the rates used for the probable scenario were the rates prevailing at the end of March 2020. The probable rates were then depreciated by 25% and 50% and used as benchmark for the possible and remote scenarios, respectively.

 

 

Rate

Description

03/31/2020

Depreciation

Probable scenario

 

 

U.S. dollar

5.1987

0%

Euro

5.7264

0%

Possible scenario

 

 

U.S. dollar

6.4984

25%

Euro

7.1580

25%

Remote scenario

 

 

U.S. dollar

7.7981

50%

Euro

8.5896

50%

 

The impacts of foreign exchange exposure on the foreign currency-denominated debt, taking into consideration derivatives and offshore cash, in the sensitivity scenarios estimated by the Company, are shown in the table below (excludes intragroup balances):

 

 

03/31/2020

COMPANY

CONSOLIDATED

Description

Individual
risk

Probable scenario

Possible scenario

Remote scenario

Probable scenario

Possible scenario

Remote scenario

US dollar debt

Dollar appreciation

11,627,706

14,534,632

17,441,559

23,183,685

28,979,606

34,775,527

US dollar cash

Dollar depreciation

(435,928)

(544,909)

(653,891)

(634,800)

(793,500)

(952,200)

Euro debt

Euro appreciation

234,134

292,667

351,201

3,427,193

4,283,991

5,140,789

Euro cash

Euro depreciation

(49,612)

(62,015)

(74,419)

(468,866)

(586,083)

(703,299)

Fair value adjustment

Dollar/euro depreciation

(3,061,145)

(3,826,432)

(4,591,718)

(11,062,907)

(13,828,634)

(16,594,360)

Total assets/liabilities indexed to exchange fluctuation

 

8,315,155

10,393,943

12,472,732

14,444,305

18,055,380

21,666,457

Total (gain) loss

 

 

2,078,788

4,157,577

 

3,611,075

7,222,152

19


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

(b)             Interest rate risk

 

Financial assets

 

Cash equivalents and cash investments in local currency are substantially maintained in financial investment funds exclusively managed for the Company and its subsidiaries, and investments in private securities issued by prime financial institutions.

 

The interest rate risk linked to these assets arises from the possibility of decreases in these rates and consequent decrease in the return on these assets.

 

Financial liabilities

 

The Company and its subsidiaries have borrowings and financing subject to floating interest rates, based on the Long-term Interest Rate (TJLP), the CDI, or the Benchmark Rate in the case of real-denominated debt as at March 31, 2020. After the approval of the JRP, the Company does not have borrowings and financing subject to foreign currency-denominated floating interest rate.

 

As at March 31, 2020, approximately 36.4% (47.5% at December 31, 2019) of the incurred debt was subject to floating interest rates. The most material exposure of Company’s and its subsidiaries’ debt after is to CDI. Therefore, a continued increase in this interest rate would have an adverse impact on future interest payments.

 

These assets and liabilities are presented in the balance sheet as follows:

 

 

COMPANY

03/31/2020

12/31/2019

Carrying
amount

Market
value

Carrying
amount

Market
value

Financial assets

 

 

 

 

Cash equivalents

2,680,726

2,680,726

797,502

797,502

Cash investments

184,429

184,429

182,696

182,696

Financial liabilities

 

 

 

 

Borrowings and financing (Note 20)

3,833,085

3,833,085

3,724,989

3,724,989

 

 

CONSOLIDATED

03/31/2020

12/31/2019

Carrying
amount

Market
value

Carrying
amount

Market
value

Financial assets

 

 

 

 

Cash equivalents

4,886,766

4,886,766

1,504,986

1,504,986

Cash investments

219,698

219,698

217,792

217,792

Financial liabilities

 

 

 

 

Borrowings and financing (Note 20)

12,181,112

12,181,112

8,705,458

8,705,458

 

 

20


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

Interest rate fluctuation risk sensitivity analysis

 

Management believes that the most material risk related to interest rate fluctuations arises from its liabilities pegged to the CDI and TJLP. This risk is associated to an increase in those rates. TJLP has been successively cut since April 2019, when it was set at 6.26% until June of the same year. From July to September, TJLP was cut to 5.95% and from October to December a new cut was made, to 5.57%. From January to March 2020, the rate kept the downward trend and closed at 5.09%. At the end of the quarter, in turn, the National Monetary Council had already decided and announced another cut, this time to 4.94% per year, effective for April-June 2020.

 

As required by CVM Instruction 475, Management estimated the fluctuation scenarios of the rates CDI and TJLP as at March 31, 2020. The rates used for the probable scenario were the rates prevailing at the end of the reporting period.

 

For purposes of this Instruction, however, these rates have been stressed by 25% and 50%, and used as benchmark for the possible and remote scenarios.

 

03/31/2020

Interest rate scenarios

Probable scenario

Possible scenario

Remote scenario

CDI

TJLP

CDI

TJLP

CDI

TJLP

4.59%

5.57%

5.74%

6.96%

6.89%

8.36%

 

Such sensitivity analysis considers payment outflows in future dates. Thus, the aggregate of the amounts for each scenario is not equivalent to the fair values, or even the fair values of these liabilities.

 

The impacts of exposure to interest rates, in the sensitivity scenarios estimated by the Company, are shown in the table below:

 

 

03/31/2020

COMPANY

CONSOLIDATED

Description

Individual
risk

Probable scenario

Possible scenario

Remote scenario

Probable scenario

Possible scenario

Remote scenario

Debt pegged to CDI

CDI increase

2,589,167

3,315,122

4,072,260

4,595,511

5,884,008

7,227,852

Debt pegged to TJLP

TJLP increase

806,696

953,142

1,104,488

3,013,741

3,557,545

4,118,656

Total assets/liabilities pegged to the interest rate

 

3,395,863

4,268,264

5,176,748

7,609,252

9,441,553

11,346,508

Total (gain) loss

 

 

872,401

1,780,885

 

1,832,301

3,737,256

 

3.2.2.      Credit risk

 

The concentration of credit risk associated to trade receivables is immaterial due to the diversification of the portfolio. Doubtful receivables are adequately covered by an allowance for doubtful accounts.

 

21


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

Transactions with financial institutions (cash investments and borrowings and financing) are made with prime entities, avoiding the concentration risk. The credit risk of financial investments is assessed by setting caps for investment in the counterparts, taking into consideration the ratings released by the main international risk rating agencies for each one of such counterparts. As at March 31, 2020, approximately 91.4% of the consolidated cash investments were made with counterparties with an AAA, AA, A, and or sovereign risk rating.

 

3.2.3.      Liquidity risk

 

The liquidity risk also arises from the possibility of the Company being unable to discharge its liabilities on maturity dates and obtain cash due to market liquidity restrictions. Management uses its resources mainly to fund capital expenditures incurred on the expansion and upgrading of the network, invest in new businesses.

 

The Company’s management monitors the continual forecasts of the liquidity requirements to ensure that the company has sufficient cash to meet its operating needs and fund capital expenditure to modernize and expand its network.

 

On January 24, 2020, Oi sold its stake in PT Ventures to local oil company Sonangol for US$1 billion. Of this total, US$699.1 million were paid by Sonangol on sale day, after making an advance of US$60.9 million before the closing date as dividends. The remaining US$240 million should be paid by Sonangol to Africatel by July 31, 2020, funds that are fully guaranteed by a guarantee letter issued by a first-tier bank, while Africatel is assured a minimum monthly flow of US$40 million, beginning February 2020. Up to March 31, 2020, two of the six installments of US$40 million had already been paid. This action is part of the strategic plan disclosure by the Company and aims at strengthening its cash and contribute to implementation of its CAPEX Plan.

 

Added to this is the issue of up to R$2.5 billion in simple, nonconvertible debentures by Oi Móvel, a prepetition financing line, in the form of DIP Financing, in line with the provisions of Clause 5.3 of the Company’s JPR.

 

Capital management

 

The Company seeks to manage its equity structure according to best market practices.

 

The objective of the Company’s capital management strategy is to ensure that liquidity levels and financial leverage allow the sustained growth of the Group, the compliance with the strategic investment plan, and generation of returns to our shareholders.

 

We may change our capital structure, according to existing economic and financial conditions, to optimize our financial leverage and debt management.

 

 

22


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

The indicators used to measure capital structure management are: gross debt to accumulated twelve-month EBITDA (earnings before interest (financial income and expenses), taxes, depreciation, and amortization), and the interest coverage ratio, as shown below:

 

Gross debt-to-EBITDA

between 2x and 4.0x

Interest coverage ratio (*)

higher than 1.75

 

(*) Measures the Company’s capacity to cover its future interest obligations.

 

The materialization of the foreign exchange rate stress scenario, taking into account the expected effects of COVID-19 on the world economy, lead to a steep devaluation of the Brazilian real, with a material impact on the Company's gross debt. This depreciation, however, represents a merely accounting impact, since the debt matures over the long term. Only the qualified bond has foreign currency-denominated cash outflows for interest payments, which is protected using a natural hedge, with the maintenance of part of the proceeds from the sale of PT Ventures in offshore cash.

 

3.2.4.      Risk of accelerated maturity of borrowings and financing

 

Any default event in some debt instruments of the Company and its subsidiaries without the appropriate waiver might result in accelerated maturity of other borrowings and financing. At the end of March 31, 2020 there was no risk of accelerated maturity of Company debt.

 

The risk of accelerated maturity arising from noncompliance of financial covenants associated to the debt was mitigated by preventively obtaining waiver letters from creditors by the end of this quarter, which is detailed in Note 20, in the section ‘Covenants’.

 

 

4.               NET OPERATING REVENUE

 

 

COMPANY

CONSOLIDATED

03/31/2020

03/31/2019

03/31/2020

03/31/2019

 

 

 

 

 

Gross operating revenue

1,062,328

1,313,249

6,410,471

7,000,889

 

 

 

 

 

Deductions from gross revenue

(255,670)

(317,698)

(1,661,948)

(1,870,853)

Taxes

(253,326)

(317,484)

(1,298,156)

(1,498,746)

Other deductions

(2,344)

(214)

(363,792)

(372,107)

 

 

 

 

 

Net operating revenue

806,658

995,551

4,748,523

5,130,036

 

 

 

23


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

5.               REVENUE AND EXPENSES BY NATURE

 

 

COMPANY

CONSOLIDATED

03/31/2020

03/31/2019

03/31/2020

03/31/2019

Net operating revenue

806,658

995,551

4,748,523

5,130,036

Operating income (expenses):

 

 

 

 

Interconnection

(16,466)

(30,584)

(111,669)

(136,491)

Personnel

(92,534)

(94,101)

(608,555)

(603,761)

Third-party services

(245,344)

(289,442)

(1,428,979)

(1,499,424)

Grid maintenance service

(128,875)

(164,333)

(234,686)

(274,928)

Handset and other costs

 

 

(23,419)

(49,782)

Advertising and publicity

(14,818)

(15,985)

(70,894)

(71,832)

Rentals and insurance

(119,931)

(116,997)

(584,342)

(662,656)

(Provisions)/reversals

(42,990)

(18,000)

(21,992)

(59,391)

Expected losses on trade receivables

(15,372)

(41,432)

(138,632)

(136,977)

Taxes and other income (expenses) (i)

(4,772,272)

(209,524)

7,296

(7,354)

Other operating income (expenses), net (ii)

 

592,770

366,558

987,185

Operating expenses excluding depreciation and amortization

(5,448,602)

(387,628)

(2,849,314)

(2,515,411)

Depreciation and amortization

(381,924)

(443,128)

(1,711,069)

(1,689,676)

Total operating expenses

(5,830,526)

(830,756)

(4,560,383)

(4,205,087)

Profit (loss) before financial income (expenses) and taxes

(5,023,868)

164,795

188,140

924,949

Financial income (expenses):

 

 

 

 

Financial income

8,119,608

1,133,369

3,384,553

1,350,780

Financial expenses

(9,387,890)

(703,487)

(9,860,526)

(1,552,510)

Total financial income (expenses)

(1,268,282)

429,882

(6,475,973)

(201,730)

Pretax profit (loss)

(6,292,150)

594,677

(6,287,833)

723,219

Income tax and social contribution

12,085

(26,274)

34,043

(44,456)

Profit (loss) for the period

(6,280,065)

568,403

(6,253,790)

678,763

Profit (loss) attributable to the Company’s owners

(6,280,065)

568,403

(6,280,065)

568,403

Profit (loss) attributable to non-controlling interests

 

 

26,275

110,360

 

 

 

 

 

Operating expenses by function:

 

 

 

 

 

 

 

 

 

Cost of sales and/or services

(680,976)

(800,239)

(3,665,124)

(3,873,469)

Selling expenses

(140,746)

(215,831)

(762,856)

(868,290)

General and administrative expenses

(217,548)

(222,472)

(713,460)

(690,411)

Other operating income

151,297

887,635

887,661

1,543,992

Other operating expenses

(65,987)

(43,989)

(336,866)

(316,284)

Share of results of investees

(4,876,566)

(435,860)

30,262

(625)

Total operating expenses

(5,830,526)

(830,756)

(4,560,383)

(4,205,087)

 

(i)          Includes the share of profit (loss) of investees.

 

(ii)         In the first quarter of 2020, represented mainly by the gain on the sale of a property amounting to R$84,920 (Note 31(d)) and gain on the sale of the investment held in PT Ventures amounting to R$79,114 (Note 30). In the first quarter of 2019, refers to the accounting recognition amounting to R$592,770 in the Company and R$987,185 on a consolidated basis, of the PIS and COFINS credits arising from the deduction of ICMS from the tax base of PIS and COFINS, as well as the recovery of unduly paid amounts as PIS and COFINS, under a final and unappealable court decision reached in 2019 (see Note 11).

24


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

6.               FINANCIAL INCOME (EXPENSES)

 

 

COMPANY

CONSOLIDATED

03/31/2020

03/31/2019

03/31/2020

03/31/2019

Financial income

 

 

 

 

Monetary correction and exchange differences on third‑party debt discount

823,852

12,100

2,794,815

3,404

Monetary correction and exchange differences on related‑party debt discount

5,020,302

(108,186)

 

 

Interest on and monetary correction to other assets (i)

189,063

981,103

165,938

1,219,691

Income from cash investments

16,205

56,633

38,874

86,944

Interest and foreign exchange differences on intragroup loans

1,885,784

150,956

 

 

Exchange differences on translating foreign cash investments

182,646

(54,773)

383,179

(55,368)

Other income

1,756

95,536

1,747

96,109

Total

8,119,608

1,133,369

3,384,553

1,350,780

 

 

 

 

 

Financial expenses and other charges

 

 

 

 

a)      Borrowing and financing costs

 

 

 

 

Amortization of third‑party debt discount

(238,602)

(97,392)

(577,730)

(215,196)

Amortization of related‑party debt discount

(563,295)

(97,933)

 

 

Monetary correction to and exchange losses on third-party

(2,623,399)

(45,493)

(5,835,271)

(44,263)

Interest on borrowings from third parties

(288,904)

(202,673)

(389,636)

(304,838)

Interest on debentures

(37,033)

(52,672)

(141,246)

(82,042)

Interest and foreign exchange differences on intragroup loans

(4,937,466)

133,977

 

 

    Subtotal:

(8,688,699)

(362,186)

(6,943,883)

(646,339)

b)      Other charges

 

 

 

 

Interest on leases

(20,611)

(18,488)

(254,317)

(237,113)

Gain (loss) on cash investments classified as held for sale

377,129

(77,677)

203,773

122,387

Tax on transactions and bank fees

(37,685)

(65,281)

(93,913)

(122,536)

Interest on, monetary correction of, and foreign exchange differences on other liabilities (ii)

(755,614)

(132,955)

(2,381,837)

(447,895)

Monetary correction of (provisions)/reversals

(94,832)

(39,064)

(176,190)

(97,251)

Interest on taxes in installments - tax financing program

(1,362)

(2,812)

(2,475)

(5,117)

Derivative transactions

(127,581)

59,799

(127,581)

59,799

Other expenses (iii)

(38,635)

(64,823)

(84,103)

(178,445)

     Subtotal:

(699,191)

(341,301)

(2,916,643)

(906,171)

Total

(9,387,890)

(703,487)

(9,860,526)

(1,552,510)

Financial income (expenses)

(1,268,282)

429,882

(6,475,973)

(201,730)

 

(i)       In the first quarter of 2019, refers to the accounting recognition amounting to R$875 million in the Company and R$1,024 million on a consolidated basis related to the monetary correction to PIS and COFINS credits arising from the deduction of ICMS from the tax base of PIS and COFINS, as well as the recovery of unduly paid amounts as PIS and COFINS, under a final and unappealable court decision reached in March and September 2019 (Note 11).

 

(ii)     This line item includes interest related to the present value adjustment associated with the liabilities of onerous contracts and trade payables subject to the Judicial Reorganization, and related exchange differences and monetary correction.

 

(iii)   Represented mainly by financial banking fees and commissions.

 

25


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

7.               INCOME TAX AND SOCIAL CONTRIBUTION

 

Income taxes encompass the income tax and the social contribution. The income tax rate is 25% and the social contribution rate is 9%, generating aggregate nominal tax rate of 34%.

 

The provision for income tax and social contribution is broken down as follows:

 

 

COMPANY

CONSOLIDATED

03/31/2020

03/31/2019

03/31/2020

03/31/2019

Income tax and social contribution

 

 

 

 

Current taxes

 

(1,805)

10,229

(22,393)

Deferred taxes (Note 10)

12,085

(24,469)

23,814

(22,063)

Total

12,085

(26,274)

34,043

(44,456)

 

 

COMPANY

CONSOLIDATED

03/31/2020

03/31/2019

03/31/2020

03/31/2019

Pretax profit (loss)

(6,292,150)

594,677

(6,287,833)

723,219

Income tax and social contribution

 

 

 

 

Income tax and social contribution on taxed income

2,139,331

(202,190)

2,137,863

(245,894)

Equity in investees

(1,658,032)

(148,192)

10,289

(213)

Tax incentives (basically, operating profit) (i)

 

37

18

873

Permanent deductions (add-backs) (ii)

1,783,716

(139,548)

886,341

(237,108)

Reversal of (Allowance for) impairment losses on deferred tax assets (iii)

(2,252,930)

463,619

(2,634,038)

434,826

Tax effects of deferred tax assets of foreign subsidiaries (iv)

 

 

 (366,430)

3,060

Income tax and social contribution effect on profit or loss

12,085

(26,274)

34,043

(44,456)

                                                                                                                      

(i)          Refers basically to the exploration profit recognized in the profit or loss of subsidiary Oi Móvel pursuant to Law 11638/2007.

 

(ii)         The tax effects from permanent add-backs are represented mainly by the effects of foreign exchange differences arising on the fair value adjustment to the restructured liabilities included in the JRP.

 

(iii)       Reversal (recognition) of the allowance for the realizable value (impairment) of deferred tax assets (Note 10).

 

(iv)       Effects of unrecognized deferred tax assets held by foreign subsidiaries that do not have a history of profitability and/or an expectation to generate taxable income.

26


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

8.               CASH, CASH EQUIVALENTS AND CASH INVESTMENTS

 

Cash investments made by the Company and its subsidiaries in the years ended March 31, 2020 and December 31, 2019 are measured at their fair values.

 

(a)             Cash and cash equivalents

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Cash and banks

524,527

152,465

1,201,839

575,863

Cash equivalents

2,680,726

797,502

4,888,179

1,506,082

Total

3,205,253

949,967

6,090,018

2,081,945

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Repurchase agreements (i)

2,501,002

619,892

4,483,091

1,192,708

Private securities (ii)

83,755

84,467

216,389

134,818

Certificated of Bank Deposit (CDB)

93,161

90,427

183,613

173,854

Time deposits

 

 

1,412

1,096

Other

2,808

2,716

3,674

3,606

Cash equivalents

2,680,726

797,502

4,888,179

1,506,082

 

(b)             Short-term and long-term cash investments

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Private securities (iii)

168,550

167,084

197,566

196,203

Government securities

15,879

15,612

22,132

21,589

Total

184,429

182,696

219,698

217,792

Current

179,559

177,869

185,827

183,850

Non-current

4,870

4,827

33,871

33,942

 

(i)               Represented mainly by exclusive investment funds composed by Government Securities with yield pegged to the SELIC rate. The portfolio is preferably allocated to highly liquid spot market instruments for all investments.

 

(ii)             Represented mainly by financial treasury bills from private banks with remuneration linked to CDI rate and immediate liquidity.

 

Represented mainly by investments with yields are pegged to SELIC and CDB rates.

 

The Company and its subsidiaries hold cash investments in Brazil and abroad for the purpose of earning interest on cash, benchmarked to CDI in Brazil, LIBOR for the US dollar-denominated portion, and EURIBOR for the euro-denominated portion.

 

 

 

27


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

9.               ACCOUNTS RECEIVABLE

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Billed services

1,487,993

1,348,859

5,854,517

5,910,643

Unbilled services

385,802

401,008

823,903

842,726

Handheld devices, accessories, and other assets

95,993

95,354

381,750

354,928

Subtotal

1,969,788

1,845,221

7,060,170

7,108,297

Expected losses on trade receivables

(456,679)

(461,957)

(788,756)

(773,771)

Total

1,513,109

1,383,264

6,271,414

6,334,526

1 These amounts include the related-party balances, as shown in Note 29.

 

The aging list of trade receivables is as follows:

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Current

1,675,168

1,617,990

4,918,919

5,118,874

Past-due up to 60 days

183,412

114,255

631,497

527,459

Past-due from 61 to 90 days

20,961

17,282

120,779

104,694

Past-due from 91 to 120 days

13,833

12,066

93,165

99,299

Past-due from 121 to 150 days

8,866

12,004

75,111

83,083

Over 150 days past-due

67,548

71,624

1,220,699

1,174,888

Total

1,969,788

1,845,221

7,060,170

7,108,297

 

The movements in expected credit losses on trade receivables are as follows:

 

 

COMPANY

CONSOLIDATED

Balance at January 1, 2019

(461,957)

(773,771)

Expected losses on trade receivables

(15,372)

(138,613)

Trade receivables written off as uncollectible

20,650

123,628

Balance at March 31, 2020

(456,679)

(788,756)

 

 

10.            CURRENT AND DEFERRED INCOME TAXES

 

 

ASSETS

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Current recoverable taxes

 

 

 

 

Recoverable income tax (IRPJ) (i)

68,132

13,215

238,089

209,513

Recoverable social contribution (CSLL) (i)

1,191

3

84,988

81,215

IRRF/CSLL - withholding income taxes (ii)

11,151

61,506

206,633

251,998

Total current

80,474

74,724

529,710

542,726

 

 

 

 

 

Deferred recoverable taxes

 

 

 

 

Income tax and social contribution on temporary differences1

 

 

122,989

99,175

Total non-current

 

 

122,989

99,175

1 See movements table below.

 

28


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

LIABILITIES

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Current taxes payable

       

Income tax payable

 

 

57,734

54,358

Social contribution payable

 

 

7,277

12,296

Total current

 

 

65,011

66,654

 

 

 

 

 

Deferred taxes payable

 

 

 

 

Income tax and social contribution on temporary differences1

 

12,085

 

 

Total non-current

 

12,085

 

 

1 See movements table below.

 

(i)               Refer mainly to prepaid income tax and social contribution that will be offset against federal taxes payable in the future.

 

(ii)             Withholding income tax (IRRF) credits on cash investments, derivatives, intragroup loans, government entities, and other amounts that are used as deductions from income tax payable for the periods, and social contribution withheld at source on services provided to government agencies.

 

Movements in deferred income tax and social contribution

 

 

COMPANY

Balance at December 31, 2019

Recognized in deferred tax benefit/ expenses

Balance at March 31, 2020

Deferred tax assets arising on:

 

 

 

Temporary differences

 

 

 

Provisions

340,441

78,109

418,550

Provisions for suspended taxes

121,805

1,146

122,951

Provisions for pension funds and impacts of CPC 33 (R1) (IAS 19 R)

(13,257)

40

(13,217)

Expected losses on trade receivables

174,311

(2,014)

172,297

Profit sharing

17,153

(3,385)

13,768

Foreign exchange differences

943,055

2,000,586

2,943,641

Merged goodwill (i)

1,411,748

(69,899)

1,341,849

Onerous obligation

430,764

119,477

550,241

Leases (IFRS 16)

9,808

1,140

10,948

Other temporary add-backs and deductions

220,519

(1,873)

218,646

Deferred taxes on temporary differences

3,656,347

2,123,327

5,779,674

CSLL tax loss carryforwards

4,437,246

142,121

4,579,367

Total deferred tax assets

8,093,593

2,265,448

10,359,041

Deferred tax liabilities

 

 

 

Temporary differences and income tax and social contribution of goodwill (ii)

(1,178,218)

(433)

(1,178,651)

Allowance for impairment loss (iii)

(6,927,460)

(2,252,930)

(9,180,390)

Total deferred tax assets (liabilities)

(12,085)

12,085

 

 

 

29


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

CONSOLIDATED

Balance at 12/31/2019

Recognized in deferred tax benefit/ expenses

Balance at 03/31/2020

 

Deferred tax assets arising on:

 

 

 

Temporary differences

 

 

 

Provisions

1,175,247

17,014

1,192,261

Provisions for suspended taxes

164,554

2,389

166,943

Provisions for pension funds and impacts of CPC 33 (R1) (IAS 19 R)

(14,105)

40

(14,065)

Expected losses on trade receivables

432,420

4,751

437,171

Profit sharing

81,319

(8,896)

72,423

Foreign exchange differences

1,736,933

1,696,185

3,433,118

Merged goodwill (i)

1,411,749

(69,900)

1,341,849

Onerous obligation

1,977,824

542,669

2,520,493

Leases (IFRS 16)

92,374

48,563

140,937

Other temporary add-backs and deductions

860,878

6,689

867,567

Deferred taxes on temporary differences

7,919,193

2,239,504

10,158,697

CSLL tax loss carryforwards

14,762,087

410,881

15,172,968

Total deferred tax assets

22,681,280

2,650,385

25,331,665

Deferred tax liabilities

 

 

 

Temporary differences and income tax and social contribution of goodwill (ii)

(2,297,344)

7,467

(2,289,877)

Allowance for impairment loss (iii)

(20,284,761)

(2,634,038)

(22,918,799)

Total deferred tax assets (liabilities)

99,175

23,814

122,989

 

(i)          Refer to: (i) deferred income tax and social contribution assets calculated as tax benefit originating from the goodwill paid on acquisition of the Company and recognized by the merged companies in the course of 2009. The realization of the tax credit arises from the amortization of the goodwill balance based on the STFC license and in the appreciation of property, plant and equipment, the utilization of which is estimated to occur through 2025, and (ii) deferred income tax and social contribution assets originating from the goodwill paid on the acquisition of interests in the Company in 2008-2011, recognized by the companies merged with and into Telemar Participações S.A. (“TmarPart”) and by TmarPart merged with and into the Company on September 1, 2015, which was based on the Company’s expected future profitability and the amortization of which is estimated to occur through 2025.

           

(ii)         Refers basically to the tax effects on the appreciation of property, plant and equipment and intangible assets, merged from TmarPart.

 

(iii)       The Company, based on the schedule of expected generation of future taxable income, supported by a technical feasibility study and the comparison with the estimate of the annual realization amount of asset and liability temporary differences, revised its deferred taxes recovery estimate and identified and recognized an allowance at recoverable amount.

 

The stock of tax loss carryforwards in Brazil and foreign subsidiaries is approximately R$34,013,564 and R$14,433,424, and corresponds to R$11,564,612 and R$3,608,356 in deferred tax assets, respectively, which can be carried forward indefinitely and offset against taxes payable in the future.

30


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

11.            OTHER TAXES

 

 

ASSETS

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Recoverable State VAT (ICMS) (i)

238,378

254,684

1,236,637

1,301,684

PIS and COFINS (ii)

1,347,536

1,463,569

2,560,960

2,736,009

Other

59

54

63,368

47,257

Total

1,585,973

1,718,307

3,860,965

4,084,950

Current

453,417

485,428

1,073,383

1,089,391

Non-current

1,132,556

1,232,879

2,787,582

2,995,559

 

 

LIABILITIES

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

State VAT (ICMS)

135,188

141,147

515,172

526,618

ICMS Convention No. 69/1998

46,965

46,681

204,420

220,467

PIS and COFINS (iii)

316,426

311,597

576,852

574,063

FUST/FUNTTEL/broadcasting fees (iv)

204,979

204,219

676,129

669,193

FISTEL (v)

736

 

540,140

 

Other (vi)

6,828

7,338

141,901

120,460

Total

711,122

710,982

2,654,614

2,110,801

Current

169,238

172,674

1,433,801

886,763

Non-current

541,884

538,308

1,220,813

1,224,038

 

(i) Recoverable ICMS arises mostly from prepaid taxes and credits claimed on purchases of property, plant and equipment, which can be offset against ICMS payable within 48 months, pursuant to Supplementary Law 102/2000.

 

(ii) The Company and its subsidiaries filed legal proceedings to claim the right to deduct ICMS from the PIS and COFINS tax bases and the recovery of past unduly paid amounts, within the relevant statute of limitations.

 

In 2019, the 1st and 2nd Region Federal Courts (Brasília and Rio de Janeiro) issued final and unappealable decisions favorable to the Company on two of the three main lawsuits of the Company relating to the discussion about the non-levy of PIS and COFINS on ICMS.

 

These credits were cleared for offset by the Federal Revenue Service between May and October 2019 so that the Company has been using them to pay federal taxes due since June 2019. The total amount of the credit was approximately R$3 billion, added to the three lawsuits.

 

(iii) Refers basically to the Social Integration Program Tax on Revenue (PIS) and Social Security Funding Tax on Revenue (COFINS) on revenue, financial income, and other income.

 

31


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

(iv) The Company and its subsidiaries Telemar and Oi Móvel filed lawsuits to discuss the correct calculation of the contribution to the FUST and in the course of the lawsuits made escrow deposits to suspend its collection. These discussions are also being judged by higher courts and a possible transformation of the deposited amounts into definitive payments should not occur within two (2) years.

 

(v) Refers to the amount due related to the Telecom Inspection Fund (FISTEL) fee, the payment deadline of which was postponed to August 31, 2020 by Provisional Act 952/2020.

 

(vi) Consisting primarily of monetary correction to suspended taxes and withholding tax on intragroup loans and interest on capital.

 

 

12.            JUDICIAL DEPOSITS

 

In some situations the Company makes, as ordered by courts or even at its own discretion to provide guarantees, judicial deposits to ensure the continuity of ongoing lawsuits. These judicial deposits can be required for lawsuits with a likelihood of loss, as assessed by the Company based on the opinion of its legal counselors, as probable, possible, or remote. The Company recognizes in current assets the expected amount to be redeemed from judicial deposits or to offset judicial deposits against the provision for contingencies in the next fiscal year.

 

As set forth by relevant legislation, judicial deposits are adjusted for monetary correction.

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Civil

3,245,717

3,201,414

5,114,671

5,027,848

Tax

762,471

771,995

2,013,134

2,301,986

Labor

379,924

337,741

978,187

883,125

Subtotal:

4,388,112

4,311,150

8,105,992

8,212,959

Estimated loss (i)

(20,920)

(20,920)

(47,112)

(47,112)

Total

4,367,192

4,290,230

8,058,880

8,165,847

Current

1,126,227

1,198,219

1,462,764

1,514,464

Non-current

3,240,965

3,092,011

6,596,116

6,651,383

(i) This amount represents the estimated loss of balances of judicial deposits, which are in the process of reconciliation with the obtained statements.

 

 

 

32


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

13.            PREPAID EXPENSES

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Costs incurred on the performance of a contract (IFRS 15) (i)

222,600

236,319

1,006,311

1,016,337

FISTEL (ii)

552

 

405,312

 

Advertising and publicity

814

814

51,786

55,695

Insurance

9,676

10,868

27,212

25,807

Bank guarantee

7,811

6,888

26,325

31,297

Other

13,959

6,437

161,882

124,944

Total

255,412

261,326

1,678,828

1,254,080

Current

158,706

155,513

1,109,032

670,344

Non-current

96,706

105,813

569,796

583,736

(i) Represented by commissions costs incurred in the compliance with agreements.

 

The movements in the period are as follows:

 

 

COMPANY

CONSOLIDATED

Balance at January 1, 2019

236,319

1,016,337

Incurred costs

26,207

152,853

Allocation to profit or loss

(39,926)

(162,879)

Balance at December 31, 2020

222,600

1,006,311

(ii) Article 1, I, of Provisional Act 952/2020, combined with Article 2, I, thereof, postponed to August 31, 2020 the deadline to pay the FISTEL fees.

 

14.            OTHER ASSETS

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Sureties from related parties

57,645

56,754

 

 

Claims receivables – Sale of PT Ventures (i)

 

 

843,760

 

Advances to and amounts recoverable from suppliers

85,900

124,760

775,659

767,900

Amounts receivable from the sale of property, plant and equipment items

81,998

81,998

303,526

302,947

Amounts receivable

51,944

9,589

112,110

53,406

Advances to employees

13,789

17,178

71,000

79,830

Other

44,774

45,895

78,340

85,739

Total

336,050

336,174

2,184,395

1,289,822

Current

303,628

303,509

1,772,424

852,155

Non-current

32,422

32,665

411,971

437,667

 

(i)       Claim receivable from Sonangol related to the sale of PT Ventures, completed on January 23, 2020, and this receivable is estimated to be realized by July 2020. See Note 30 for further information.

 

 

 

33


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

15.            INVESTMENTS

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Investment in subsidiaries

12,026,154

14,483,150

 

 

Joint arrangements

 

 

28,322

28,632

Investments in associates

 

 

48,578

48,578

Tax incentives, net of allowances for losses

10,273

10,273

31,876

31,876

Other investments

3,799

3,799

15,430

24,679

Total

12,040,226

14,497,222

124,206

133,765

 

Summary of the movements in investment balances

 

 

COMPANY

CONSOLIDATED

Balance at December 31, 2019

14,497,222

133,765

Share of results of investees (Note 5)

(4,876,566)

30,262

Reclassification of equity in investees to held-for-sale assets

(283,201)

(30,804)

Reclassification of equity in investees to the provision for equity deficiency

1,389,040

 

Advance for future capital increase in subsidiary

179,632

 

Reclassification from/to held-for-sale investments (*)

1,134,071

 

Other

28

(9,017)

Balance at March 31, 2020

12,040,226

124,206

(*) Reclassification of PT Participações held-for-sale assets and investment assets, considering that a portion are direct and indirect investments of PT Participações are operating investments and another portion are non-operating investments, respectively.

 

The main data related to direct equity interests in subsidiaries, for equity accounting purposes, are as follows:

 

 

COMPANY

03/31/2020

In thousands of shares

Equity interests - % 

Subsidiaries

Shareholders’ equity

Profit (loss) for the period

Common

Preferred

Total capital

Voting capital

Telemar

10,927,151

(3,773,785)

154,032,213

189,400,783

100

100

Rio Alto

4,008

5

215,538,129

215,538,129

100

100

Oi Holanda

(1,963,511)

(469,982)

100

 

100

100

Oi Serviços Financeiros

4,291

1,004

799

 

100

100

PTIF

(3,836,817)

(917,398)

0.042

 

100

100

CVTEL

(1,767)

(79)

18

 

100

100

Carrigans

135

 

0.100

 

100

100

PT Participações (*)

1,377,347

283,201

1,000,000

 

100

100

Serede

(325,847)

(9,028)

24,431,651

 

17.51

17.51

(*) The interest in the equity and the share of results of PT Participações are represented by: (i) investments of R$1,134,071 and share of profits of R$284,172, classified in investments; and (ii) investments of R$243,276 and share of losses of R$971, classified in investments held-for-sale assets.

 

 

 

34


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

COMPANY

Equity in investees

Investment value

Provision for negative shareholders’ equity

Subsidiaries

03/31/2020

03/31/2019

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Telemar

(3,773,785)

(360,250)

10,927,151

14,521,304

 

 

Rio Alto

5

48

4,008

4,004

 

 

Oi Holanda

(469,982)

(22,479)

 

 

1,963,511

1,493,529

Oi Serviços Financeiros

1,004

1,108

4,291

3,287

 

 

PTIF

(917,398)

(73,421)

 

 

3,836,817

2,919,419

CVTEL

(79)

(108)

 

 

1,767

1,325

Carrigans

 

 

135

107

 

 

Serede

(1,581)

3,511

 

 

57,057

55,476

Reclassification of held-for-sale investments (PT Participações)

284,172

 

1,134,071

 

 

 

Unrealized profits or losses with investees

2,049

(1,247)

(43,502)

(45,552)

 

 

Subtotal:

(4,875,595)

(452,838)

12,026,154

14,483,150

5,859,152

4,469,749

Investments in operating companies (PT Participações) (i)

(971)

16,978

243,276

3,421,062

 

 

Total

(4,876,566)

(435,860)

12,269,430

17,904,212

5,859,152

4,469,749

 

(i)       Share of results of investees and corresponding investments held in the operations in Africa and Asia, classified as held-for-sale assets.

 

Summarized financial information

 

 

03/31/2020

Subsidiaries

Assets

Liabilities

Revenue

Telemar (1)

32,794,420

 21,867,269

1,362,816

Oi Holanda (1)

1,537,902

3,501,413

 

PTIF (1)

1,164,480

5,001,297

 

Rio Alto

5,361

1,353

                     

Oi Serviços Financeiros

21,085

16,794

105

CVTEL

6

1,773

 

Serede

1,315,677

1,641,524

584,121

PT Participações

1,908,065

530,718

 

(1) Amounts adjusted for consolidation and equity accounting purposes.

 

 

12/31/2019

03/31/2019

Subsidiaries

Assets

Liabilities

Revenue

Telemar (1)

34,884,055

20,362,751

1,572,726

Oi Holanda (1)

1,090,870

2,584,399

 

PTIF (1)

832,548

3,751,967

 

Rio Alto

5,332

1,328

 

Oi Serviços Financeiros

21,372

18,085

170

CVTEL

9

1,334

 

Serede

1,362,990

1,679,809

590,497

PT Participações

4,597,579

1,176,517

 

(1) Amounts adjusted for consolidation and equity accounting purposes.

35


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

16.            PROPERTY, PLANT AND EQUIPMENT

 

 

 

COMPANY

Works in progress

Automatic switching equipment

Transmission and other equipment (1)

Infrastructure

Buildings

Right of use - leases

Other assets

Total

Cost of PP&E (gross amount)

Balance at December 31, 2019

92,241

6,308,419

25,260,963

6,843,588

1,796,985

709,740

2,297,906

43,309,842

Contractual changes

 

 

 

 

 

6,186

 

6,186

Additions

240,455

 

4,417

22,557

 

96,822

1,066

365,317

Write-offs

(4,320)

 

(97,991)

(10,795)

 

(25,641)

 

(138,747)

Transfers

(252,138)

274

163,620

78,768

534

 

8,942

 

Balance at March 31, 2020

76,238

6,308,693

25,331,009

6,934,118

1,797,519

787,107

2,307,914

43,542,598

Accumulated depreciation

Balance at December 31, 2019

 

(6,224,607)

(21,836,073)

(4,786,367)

(1,513,000)

(50,609)

(1,778,675)

(36,189,331)

Depreciation expenses

 

(11,317)

(128,412)

(106,579)

(6,494)

(18,502)

(9,670)

(280,974)

Write-offs

 

 

97,137

3,340

 

2,004

(5,731)

96,750

Balance at March 31, 2020

 

(6,235,924)

(21,867,348)

(4,889,606)

(1,519,494)

(67,107)

(1,794,076)

(36,373,555)

PP&E, net

 

 

 

 

 

 

 

 

Balance at December 31, 2019

92,241

83,812

3,424,890

2,057,221

283,985

659,131

519,231

7,120,511

Balance at March 31, 2020

76,238

72,769

3,463,661

2,044,512

278,025

720,000

513,838

7,169,043

Annual depreciation rate (average)

 

10%

12%

10%

9%

8%

15%

 

                   

(1)     Transmission and other equipment include transmission and data communication equipment.

 

 

36


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

CONSOLIDATED

Works in progress

Automatic switching equipment

Transmission and other equipment (1)

Infrastructure

Buildings

Right of use - leases

Other assets

Total

Cost of PP&E (gross amount)

Balance at December 31, 2019

2,158,327

20,213,536

67,333,635

31,993,328

4,236,477

8,835,501

6,806,796

141,577,600

Contractual changes

 

 

 

 

 

544,878

 

544,878

Additions

1,731,022

 

13,544

98,984

482

408,743

8,852

2,261,627

Write-offs

(40,956)

 

(120,221)

(88,444)

 

(150,471)

 

(400,092)

Transfers

(1,688,590)

18,125

1,308,601

316,276

6,154

 

39,434

 

Transfer to held-for-sale assets

 

 

 

 

 

 

(159)

(159)

Balance at March 31, 2020

2,159,803

20,231,661

68,535,559

32,320,144

4,243,113

9,638,651

6,854,923

143,983,854

Accumulated depreciation

Balance at December 31, 2019

 

(19,211,934)

(50,355,582)

(23,495,796)

(2,726,033)

(929,910)

(5,947,511)

(102,666,766)

Depreciation expenses

 

(72,846)

(685,656)

(356,738)

(23,256)

(256,336)

(64,357)

(1,459,189)

Write-offs

 

 

119,007

68,117

 

30,298

(5,731)

211,691

Transfer to held-for-sale assets

 

 

 

 

 

 

165

165

Balance at March 31, 2020

 

(19,284,780)

(50,922,231)

(23,784,417)

(2,749,289)

(1,155,948)

(6,017,434)

(103,914,099)

PP&E, net

 

 

 

 

 

 

 

 

Balance at December 31, 2019

2,158,327

1,001,602

16,978,053

8,497,532

1,510,444

7,905,591

859,285

38,910,834

Balance at March 31, 2020

2,159,803

946,881

17,613,328

8,535,727

1,493,824

8,482,703

837,489

40,069,755

Annual depreciation rate (average)

 

10%

12%

10%

9%

11%

15%

 

(1)   Transmission and other equipment include transmission and data communication equipment.

 

Additional disclosures

 

Pursuant to ANATEL’s concession agreements, the property, plant and equipment items of the Concessionaires that are indispensable for the provision of the Switched Fixed-line Telephony Services (“STFC”) provided for in said agreements are considered returnable assets.

 

As at March 31, 2020, the residual balance of the Company’s returnable assets is R$3,045,733 (R$R$3,040,263 at December 31, 2019) and consists of assets and installations in progress, switching and transmission equipment, payphones, outside network equipment, power equipment, and systems and operation support equipment. On a consolidated basis, this balance amounts to R$9,190,500 (R$9,048,877 at December 31, 2019).

 

In the period ended March 31, 2020, financial charges and transaction costs incurred on works in progress were capitalized at the average rate of 7% per year.

 

 

37


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

Movements in the rights of use - leases

 

 

 

COMPANY

Towers

Physical
space

Vehicles

Properties

Total

Lease cost (gross amount)

Balance at December 31, 2019

644,082

39,302

24,806

1,550

709,740

Contractual changes

6,691

(226)

 

(279)

6,186

Additions

31,300

62,758

2,764

 

96,822

Write-offs

(21,743)

(2,218)

(1,680)

 

(25,641)

Balance at March 31, 2020

660,330

99,616

25,890

1,271

787,107

Accumulated depreciation

Balance at December 31, 2019

(41,441)

(5,814)

(3,143)

(211)

(50,609)

Depreciation expenses

(12,112)

(3,934)

(2,411)

(45)

(18,502)

Write-offs

1,376

371

257

 

2,004

Balance at March 31, 2020

(52,177)

(9,377)

(5,297)

(256)

(67,107)

Right of use, net

 

 

 

 

 

Balance at December 31, 2019

602,641

33,488

21,663

1,339

659,131

Balance at March 31, 2020

608,153

90,239

20,593

1,015

720,000

             

 

 

 

CONSOLIDATED

Towers

Physical
space

Stores

Vehicles

Properties

Total

Lease cost (gross amount)

Balance at December 31, 2019

7,883,920

475,054

129,014

259,266

88,247

8,835,501

Contractual changes

532,383

3,891

2,955

(5,991)

11,640

544,878

Additions

205,709

176,368

1,364

25,302

 

408,743

Write-offs

(79,400)

(35,912)

(2,523)

(19,673)

(12,963)

(150,471)

Balance at March 31, 2020

8,542,612

619,401

130,810

258,904

86,924

9,638,651

Accumulated depreciation

Balance at December 31, 2019

(724,263)

(88,929)

(29,876)

(67,759)

(19,083)

(929,910)

Depreciation expenses

(189,984)

(28,096)

(8,067)

(25,848)

(4,341)

(256,336)

Write-offs

8,265

9,077

684

9,866

2,406

30,298

Balance at March 31, 2020

(905,982)

(107,948)

(37,259)

(83,741)

(21,018)

(1,155,948)

Right of use, net

 

 

 

 

 

 

Balance at December 31, 2019

7,159,657

386,125

99,138

191,507

69,164

7,905,591

Balance at March 31, 2020

7,636,630

511,453

93,551

175,163

65,906

8,482,703

 

 

38


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

17.            INTANGIBLE ASSETS

 

 

COMPANY

Intangibles in progress

Data processing systems

Regulatory licenses

Other

Total

Cost of intangible assets (gross amount)

Balance at December 31, 2019

12,489

2,596,764

14,477,394

474,962

17,561,609

Additions

81

 

 

11

92

Balance at March 31, 2020

12,570

2,596,764

14,477,394

474,973

17,561,701

Accumulated amortization

 

 

 

 

 

Balance at December 31, 2019

 

(2,544,197)

(12,251,607)

(461,434)

(15,257,238)

Amortization expenses

 

(7,615)

(92,823)

(512)

(100,950)

Balance at March 31, 2020

 

(2,551,812)

(12,344,430)

(461,946)

(15,358,188)

Intangible assets, net

 

 

 

 

 

Balance at December 31, 2019

12,489

52,567

2,225,787

13,528

2,304,371

Balance at March 31, 2020

12,570

44,952

2,132,964

13,027

2,203,513

Annual amortization rate (average)

 

20%

20%

23%

 

 

 

CONSOLIDATED

Intangibles in progress

Data processing systems

Regulatory licenses

Other

Total

Cost of intangible assets (gross amount)

Balance at December 31, 2019

12,364

9,400,583

18,602,742

1,922,834

29,938,523

Additions

53,263

312

 

2,832

56,407

Transfers

(36,137)

35,149

 

988

 

Balance at March 31, 2020

29,490

9,436,044

18,602,742

1,926,654

29,994,930

Accumulated amortization

 

 

 

 

 

Balance at December 31, 2019

 

(8,498,327)

(15,635,036)

(1,807,295)

(25,940,658)

Amortization expenses

 

(85,720)

(129,648)

(22,827)

(238,195)

Balance at March 31, 2020

 

(8,584,047)

(15,764,684)

(1,830,122)

(26,178,853)

Intangible assets, net

 

 

 

 

 

Balance at December 31, 2019

12,364

902,256

2,967,706

115,539

3,997,865

Balance at March 31, 2020

29,490

851,997

2,838,058

96,532

3,816,077

Annual amortization rate (average)

 

20%

20%

23%

 

 

 

39


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

18.            TRADE PAYABLES

 

 

 

COMPANY1

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

ANATEL (*)

2,364,009

2,340,556

7,647,975

7,572,101

Services

573,331

734,669

2,921,470

3,423,011

Infrastructure, network and plant maintenance materials

419,725

500,272

2,163,559

2,607,888

Rental of polls and rights-of-way

83,481

79,102

130,186

118,966

Other

22,097

24,656

286,367

289,508

Adjustment to present value (**)

(1,688,708)

(1,718,802)

(5,030,506)

(5,124,107)

Total

1,773,935

1,960,453

8,119,051

8,887,367

Current

807,639

1,025,052

4,951,982

5,593,940

Non-current

966,296

935,401

3,167,069

3,293,427

 

 

 

 

 

Trade payables subject to the Judicial Reorganization

1,041,357

1,172,006

3,406,194

4,093,058

Trade payables not subject to the Judicial Reorganization

732,578

788,447

4,712,857

4,794,309

Total

1,773,935

1,960,453

8,119,051

8,887,367

1 These amounts include balances with related parties as disclosed in Note 29.

(*) Prepetition claims of the Management Regulatory Agency of the Federal Attorney General’s Office (AGU) to be settle pursuant to the JRP.

(**) The calculation takes into consideration the contractual flows provided for in the JRP, discounted using rate from 16.4% per year to 17.2% per year, considering the maturities of each liabilities (ANATEL and other payables).

 

 

19.            DERIVATIVE FINANCIAL INSTRUMENTS

 

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Liabilities

 

 

 

 

   Non-deliverable Forward (NDF) contracts

 

1,152

 

1,152

Total

 

1,152

 

1,152

Current

 

1,152

 

1,152

 

 

 

40


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

20.            BORROWINGS AND FINANCING

 

Borrowings and financing by type

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Contractual maturity

Principal

 Interest

 

Foreign currency Senior Notes

8,750,856

6,980,817

8,750,856

6,980,817

Jul 2025

Semiannual

 

Debentures

 

 

 

 

 

 

 

Public

4,602,269

4,565,236

7,168,419

7,110,737

Aug 2023 to Feb 2035

Semiannual

 

Private

 

 

3,275,795

 

Jan 2022

Monthly

 

Financial institutions

 

 

 

 

 

 

 

Local currency

 

 

 

 

 

 

 

BNDES

1,029,648

1,009,982

4,023,991

3,947,137

Mar 2024 to Feb 2033

Monthly

 

Other

603,633

599,115

2,085,918

2,071,209

Apr 2020 to Feb 2035

Monthly and semiannual

 

Foreign currency

1,241,090

957,642

8,713,815

6,725,591

Aug 2023 to Feb 2035

Semiannual

 

Foreign currency multilateral financing

472,816

360,161

472,816

360,161

Aug 2024 to Feb 2030

Semiannual

 

Default payment

 

 

 

 

 

 

 

Local currency

151,988

151,989

207,035

207,035

Feb 2038 to Feb 2042

Single installment

 

Foreign currency

1,397,078

1,086,900

5,397,595

4,239,168

Feb 2038 to Feb 2042

 

 

Loan and debentures from subsidiaries (Note 29)

24,026,233

19,088,767

 

 

 

 

 

Subtotal

42,275,611

34,800,609

40,096,240

31,641,855

 

 

 

Incurred debt issuance cost

(12,600)

(12,307)

(36,970)

(13,911)

 

 

 

Debt discount (*)

(28,574,867)

(23,379,735)

(15,618,280)

(13,401,195)

 

 

 

Total

13,688,144

11,408,567

24,440,990

18,226,749

 

 

 

Current

160,763

319,569

179,380

326,388

 

 

 

Non-current

13,527,381

11,088,998

24,261,610

17,900,361

 

 

               

(*) The calculation takes into consideration the contractual flows provided for in the JRP, discounted using rates that range from 12.6% per year to 16.4% per year, depending on the maturities and currency of each instrument.

 

Debt issuance costs by type

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Financial institutions

12,294

11,996

13,580

13,306

Debentures

306

311

23,390

605

Total

12,600

12,307

36,970

13,911

Current

1,404

1,404

13,837

1,404

Non-current

11,196

10,903

23,133

12,507

 

 

41


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

Debt breakdown by currency

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Euro

731,937

514,837

427,699

311,309

US dollar (*)

9,123,121

7,168,741

15,085,040 

9,209,982

Brazilian reais

3,833,086

3,724,989

8,928,251

8,705,458

Total

13,688,144

11,408,567

24,440,990

18,226,749

(*) Considers Oi Móvel’s First Issue Private Debenture. Even though this is a local debt, denominated in Brazilian reais, it is compounded on a daily basis based on the US dollar foreign exchange rate.

 

Debt breakdown by index

 

 

Index/rate

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Fixed rate

1.75% a.a. – 13.61% a.a.

8,630,245

6,830,365

14,882,482

9,078,998

CDI

80% of CDI

2,728,052

2,645,959

4,840,354

4,694,687

TJLP

2.95% p.a. + TJLP

1,029,362

1,009,691

4,022,848

3,945,972

TR

0% p.a.

18,118

16,637

24,680

22,662

Other

0% p.a.

1,282,367

905,915

670,626

484,430

Total

 

13,688,144

11,408,567

24,440,990

18,226,749

 

Maturity schedule of the long-term debt and debt issuance costs allocation schedule

 

 

Long-term debt

Debt issuance costs

Debt discount

COMPANY

CONSOLIDATED

COMPANY

CONSOLIDATED

COMPANY

CONSOLIDATED

03/31/2020

2021

1,008

2,746

1,299

10,710

964,503

1,055,445

2022

219

3,258,638

1,730

2,880

964,503

1,055,445

2023

128,475

360,807

1,730

1,844

963,156

1,053,074

2024

315,283

876,053

1,730

1,844

966,524

1,059,002

2025 and thereafter

41,668,459

35,404,779

4,707

5,855

24,716,181

11,395,314

Total

42,113,444

39,903,023

11,196

23,133

28,574,867

15,618,280

 

Guarantees

 

BNDES financing facilities are originally collateralized by receivables of the Company and its subsidiaries Telemar and Oi Móvel. The Company provides guarantees to its subsidiaries Telemar and Oi Móvel for such financing facilities. The private debentures issued by Oi Móvel are collateralized by receivables of the Company and its subsidiaries Telemar and Oi Móvel, in addition to pledging its radiofrequency use rights, in the pledge of the right of use of radiofrequencies, which will only be realized in the event of default. The Company and its subsidiary Telemar guarantee this instrument. The total amount of the guarantees is R$6,270,000.

 

 

 

42


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

Covenants

 

Pursuant to a Clause 17 of Appendix 4.2.4 to the JRP, the Company and its subsidiaries are subject to certain covenants existing in some loan and financing agreements, based on certain financial ratios. The Company is monitoring these conditions on a quarterly basis. For the period ended March 31, 2020, as a result of steep depreciation of the Brazilian real in the quarter due to the COVID-19 pandemic impacts worldwide, the Company is no longer compliant with some of these ratios, including: Gross Debt-to-EBITDA and [EBITDA - (Income Tax + social contribution)]/[Amortization + (Financial Expenses – Financial Income) – Cash and Cash Equivalents at the End of Last Year]. By the end of the quarter, the Company had already obtained a waiver letter from its creditors.

 

Obtaining said letter prevents the failure to achieve these financial ratios from triggering, among other contractually provided for consequences, the accelerated maturity of the balance due on the Company’s debt.

 

Changes in borrowings and financing

 

 

 

12/31/2019

Borrowing

Interest, monetary correction, and exchange differences

Amortization of debt discount

Principal and interest payment

Tax and other payments

Transfers and other

03/31/2020

Borrowings and financing

31,641,855

2,499,999

6,364,406

 

(352,410)

(61,934)

4,324

40,096,240

Debt discount

(13,401,195)

 

(2,794,927)

577,730

 

 

112

(15,618,280)

Debt issuance costs

(13,911)

 

 

 

 

 

(23,059)

(36,970)

Total borrowings and financing

18,226,749

2,499,999

3,569,479

577,730

(352,410)

(61,934)

(18,623)

24,440,990

 

The Company made the interest payments of the Qualified Bonds, which do not have a grace period for the interest, in February 2020.

 

In February 2020, the private collateralized, simple, nonconvertible debentures, with additional trust security issued by the Company and Telemar issued by Oi Móvel, in the aggregate amount of R$2,500 million, were subscribed. This debenture issue is capitalized daily using the fluctuation of US dollar (USD) and an interest rate of 12.66% p.a. that are compounded to principal up to January 2021 and, from then on, payment of interest at the rate of 13.61% p.a. This issue matures in January 2022 if the aggregate amount of R$5 billion is obtained with divestments up to July 2020; otherwise, repayment is made on a monthly basis from August 2020 to January 2022. 

 

 

 

43


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

21.            LICENSES AND CONCESSIONS PAYABLE

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Personal Mobile Services (SMP)

 

 

68,871

58,582

STFC concessions

4,734

 

11,597

 

Total

4,734

 

80,468

58,582

Current

4,734

 

80,468

58,582

 

Correspond to the amounts payable to ANATEL for the radiofrequency concessions and the licenses to provide the SMP services, obtained at public auctions, and STFC service concessions.

 

 

22.            LEASES PAYABLE

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Towers

605,695

597,963

7,918,118

7,373,373

Physical
space

92,648

34,968

532,739

403,485

Stores

 

 

98,971

103,792

Properties

1,092

1,403

69,549

72,719

Vehicles

21,143

22,025

181,255

196,657

Total

720,578

656,359

8,800,632

8,150,026

Current

130,705

114,652

1,611,836

1,510,097

Non-current

589,873

541,707

7,188,796

6,639,929

 

Movements in leases payable

 

 

COMPANY

CONSOLIDATED

Balance at December 31, 2019

656,359

8,150,026

   New contracts

96,822

408,743

   Cancellations

(24,583)

(125,147)

   Interest

21,557

259,876

   Payments

(35,762)

(437,743)

   Contractual changes

6,185

544,877

Balance at March 31, 2020

720,578

8,800,632

 

Maturity of long-term lease payments

 

 

COMPANY

CONSOLIDATED

2021

 106,252

 1,263,581

2022

 132,789

 1,594,287

2023

 121,182

 1,467,148

2024

 118,847

 1,394,947

2025 to 2029

 550,947

 5,847,335

2030 and thereafter

 484,348

 4,187,013

Total

 1,514,365

 15,754,311

Interest

 (924,492)

 (8,565,515)

Non-current

 589,873

 7,188,796

44


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

                                                                                                                                    

The present value of leases payable was calculated, based on a projection of future fixed payments, which do not take into consideration the projected inflation, discounted using discount rates that range from 10.79% to 12.75% p.a. 

Contracts not recognized as leases payable

The Company elected not to recognize a leased not to recognize a lease liability for short-term leases (leases with expected period of 12 months or less) or leases of low value assets. As at March 31, 2020, these leases, totaling de R$326, were recognized in profit or loss (R$1,097 at March 31, 2019), in the Company, and R$13,180 (R$19,338 at March 31, 2019), on a consolidated basis. In the period ended March 31, 2020 there were no variable lease payments. The amounts as at March 31, 2019 were R$69 and R$4,810, in the Company and on a consolidated basis, respectively.

 

Supplemental information

 

In compliance with Circular/CVM/SNC/SEP/No. 02/2019, of December 18, 2019 and Circular SNC/SEP01/20, of February 5, 2020, the table below shows required supplemental information:

 

COMPANY

Maturity

Average discount rate

2021

2022

2023

2024

2025 to 2029

After
2029

Up to 2023

10.79%

 16,400

 12,986

 1,379

 

 

 

2024 to 2030

12.27%

 11,896

 15,861

 15,861

 14,905

 31,238

 157

2031 to 2034

12.58%

 70,427

 93,903

 93,903

 93,903

 469,513

 314,066

2035 onwards

12.75%

 7,529

 10,039

 10,039

 10,039

 50,196

 170,125

Total

 106,252

 132,789

 121,182

 118,847

 550,947

 484,348

Projected inflation¹

3.29%

4.26%

4.84%

4.86%

4.31%

4.02%

CONSOLIDATED

Maturity

Average discount rate

2021

2022

2023

2024

2025 to 2029

After
2029

Up to 2023

10.79%

 199,395

 175,372

 48,233

 

 

 

2024 to 2030

12.27%

 593,837

 791,783

 791,783

 767,815

 2,711,674

 12,245

2031 to 2034

12.58%

 291,129

 388,172

 388,172

 388,172

 1,940,859

 1,232,281

2035 onwards

12.75%

 179,220

 238,960

 238,960

 238,960

 1,194,802

 2,942,487

Total

 1,263,581

 1,594,287

 1,467,148

 1,394,947

 5,847,335

 4,187,013

Projected inflation¹

3.29%

4.26%

4.84%

4.86%

4.31%

4.02%

¹Source: Anbima

 

 

 

45


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

23.            TAX REFINANCING PROGRAM

 

The outstanding balance of the Tax Debt Refinancing Program is broken down as follows:

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Law 11941/09 and Law 12865/2013 tax financing program

250,131

263,257

400,662

417,076

PERT (Law 13496/2017)

427

427

427

427

Total

250,558

263,684

401,089

417,503

Current

55,001

54,894

89,681

86,721

Non-current

195,557

208,790

311,408

330,782

 

The amounts of the tax refinancing program created under Law 11941/2009, Provisional Act (MP) 766/2017, and Law 13469/2017, divided into principal, fine and interest, which include the debt declared at the time the deadline to join the program (Law 11941/2009 installment plan) was reopened as provided for by Law 12865/2013 and Law 12996/2014, are broken down as follows:

 

 

CONSOLIDATED

03/31/2020

12/31/2019

Principal

Fines

Interest

Total

Total

Tax on revenue (COFINS)

2,700

 

140,080

142,780

153,790

Income tax

1,300

 

36,014

37,314

37,995

Tax on revenue (PIS)

35,204

 

35,027

70,231

72,027

Social security (INSS – SAT)

580

371

1,888

2,839

3,039

Social contribution

540

22

10,160

10,722

11,315

Tax on banking transactions (CPMF)

18,935

2,136

29,563

50,634

50,573

PERT – Other debts - RFB

240

 

187

427

427

Other

10,827

4,315

71,000

86,142

88,337

Total

70,326

6,844

323,919

401,089

417,503

 

The payment schedule is as follows:

 

 

COMPANY

CONSOLIDATED

2020

41,357

67,954

2021

54,574

86,905

2022

54,574

86,905

2023

54,574

86,905

2024

45,479

72,420

Total

250,558

401,089

 

The tax debts, as is the case of the debts included in tax refinancing programs, are not subject to the terms of the judicial reorganization terms.

 

 

46


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

24.            PROVISIONS

 

Balance breakdown

 

Type

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Labor

 

 

 

 

Overtime

309,705

288,819

868,416

855,722

Indemnities

65,766

65,378

276,001

299,096

Sundry premiums

50,241

47,617

223,289

221,743

Stability/reintegration

78,390

76,508

216,260

215,449

Additional post-retirement benefits

61,149

61,053

107,818

108,827

Salary differences and related effects

42,432

40,328

98,729

101,573

Lawyer/expert fees

29,388

28,287

55,346

51,193

Severance pay

8,393

8,647

38,022

38,261

Labor fines

4,453

4,624

30,505

30,399

Employment relationship

20

197

18,925

18,758

Severance Pay Fund (FGTS)

5,002

5,115

13,164

13,306

Joint liability

196

182

2,866

3,100

Other claims

38,642

37,616

90,020

93,605

Total

693,777

664,371

2,039,361

2,051,032

 

 

 

 

 

Tax

 

 

 

 

State VAT (ICMS)

78,332

72,286

773,820

746,481

Real Estate Tax (IPTU)

58,541

58,541

150,223

150,223

Tax on services (ISS)

7

7

70,091

69,208

INSS (joint liability, fees, and severance pay)

455

453

32,206

23,847

Other claims

16,544

14,906

78,497

61,189

Total

153,879

146,193

1,104,837

1,050,948

 

 

 

 

 

Civil

 

 

 

 

ANATEL

130,051

123,625

566,920

570,283

Corporate

382,015

397,946

382,015

397,946

Small claims courts

47,331

47,444

117,943

118,910

    Other claims

405,602

312,448

1,187,612

1,062,561

Total

964,999

881,463

2,254,490

2,149,700

 

 

 

 

 

Total provisions

1,812,655

1,692,027

5,398,688

5,251,680

Current

268,797

286,604

528,617

547,996

Non-current

1,543,858

1,405,423

4,870,071

4,703,684

 

In compliance with the relevant Law applicable for Labor, Tax and Civil proceedings, the lawsuit are adjusted for monetary correction on a monthly basis, considering the monetary correction indexes applicable in court instances, composed mainly by IGPM, TR and SELIC rates.

47


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

Summary of movements in provision balances

 

 

COMPANY

Labor

Tax

Civil

Total

Balance at December 31, 2019

664,371

146,193

881,463

1,692,027

    Monetary correction

29,249

4,150

61,433

94,832

    Additions/(reversals)

(9,144)

3,536

48,598

42,990

    Write-offs for payment/terminations

9,301

 

(26,495)

(17,194)

Balance at March 31, 2020

693,777

153,879

964,999

1,812,655

 

 

CONSOLIDATED

Labor

Tax

Civil

Total

Balance at December 31, 2019

2,051,032

1,050,948

2,149,700

5,251,680

    Monetary correction

47,598

25,069

103,523

176,190

    Additions/(reversals)

(39,222)

11,243

49,971

21,992

    Write-offs for payment/terminations

(20,047)

16,993

(48,704)

(51,758)

    Foreign exchange differences abroad

 

584

 

584

Balance at March 31, 2020

2,039,361

1,104,837

2,254,490

5,398,688

 

Breakdown of contingent liabilities, per nature

 

The breakdown of contingent liabilities with a possible unfavorable outcome and, therefore, not recognized in accounting, is as follows:

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Labor

192,890

190,969

745,938

797,927

Tax

5,429,231

5,468,097

27,791,681

28,416,097

Civil

598,531

612,833

1,683,664

1,667,900

Total

6,220,652

6,271,899

30,221,283

30,881,924

 

Guarantees

 

The Company has bank guarantee letters and guarantee insurance granted by several financial institutions and insurers to guarantee commitments arising from lawsuits, contractual obligations, and biddings with ANATEL. The adjusted amount of contracted bonds and guarantee insurances, effective at March 31, 2020 corresponds to R$4,589,097 (R$4,541,051 at December 31, 2019) in the Company and R$11,966,373 (R$11,909,901 at December 31, 2019) on a consolidated basis. The commission charges on these contracts are based on market rates.

 

 

 

48


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

25.            OTHER PAYABLES

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Onerous obligation (i)

1,618,358

1,266,954

7,413,215

5,817,130

Unearned revenues (ii)

462,295

478,284

1,723,640

1,704,420

Provisions for indemnities payable

889,739

640,661

889,739

640,661

Advances from customers

50,061

49,763

308,739

313,163

Consignment to third parties

13,715

12,037

46,251

41,249

Provision for asset decommissioning

7,195

7,124

18,282

18,101

Other

200,760

194,382

354,240

404,455

Total

3,242,123

2,649,205

10,754,106

8,939,179

Current

478,137

438,613

1,599,581

1,405,013

Non-current

2,763,986

2,210,592

9,154,525

7,534,166

 

(i)              The Company and its subsidiaries are parties to a telecommunications signals transmission capacity supply agreement using submarine cables that connect North America and South America, and also hires the supply of capacity of the space segment for the provision of the DTH TV service. Since (a) the agreement obligations exceed the economic benefits that are expected to be received throughout the agreement; and (b) the costs are unavoidable, the Company and its subsidiaries recognized, pursuant to CPC 25/IAS 37, an onerous obligation measured at the lowest of net output cost of the agreement brought to present value.

 

(ii)             Amounts received a prepayment for the assignment of the commercial operation and the use of infrastructure assets that are recognized in revenue for the agreements’ effective period. Include also certification/installation rates of the service that are recognized in the revenue pursuant to the period that the services are used by the customers.

 

 

49


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

26.            SHAREHOLDERS’ EQUITY

 

(a)             Share capital

 

Subscribed and paid-in capital is R$32,538,937 (R$32,538,937 at December 31, 2019), represented by the following shares, without par value:

 

 

Number of shares (in thousands)

03/31/2020

12/31/2019

Total capital in shares

 

 

Common shares

5,796,478

5,796,478

Preferred shares

157,727

157,727

Total

5,954,205

5,954,205

Treasury shares

 

 

Common shares

30

30

Preferred shares

1,812

1,812

Total

1,842

1,842

Outstanding shares

 

 

Common shares

5,796,448

5,796,448

Preferred shares

155,915

155,915

Total outstanding shares

5,952,363

5,952,363

 

At the Company’s Annual Shareholders’ Meeting held on April 30, 2020, was shareholders approved the allocation of the loss for the year 2019, amounting to R$9,000,434, to be offset against capital reserves.

 

(b)             Treasury shares

 

In February 2019, the Company bought back 1,800,000 preferred shares, in trades in the stock market, at a total cost of R$2,572 to ensure the compliance of the obligation assumed by the Company to transfer own shares held in treasury to shareholder Bratel, wholly-owned subsidiary da Pharol, in the context of the settlement entered into by both companies (Note 1).

 

In April 2019, due to confirmation of the settlement entered into by Oi and Pharol, 32,000,000 common shares and 1,800,000 preferred shares were delivered to Bratel, totaling 33,800,000 shares as provided for by the settlement entered into by the parties (Note 1).

 

As at March 31, 2020, the Company keeps all its treasury preferred shares pledged as collateral in lawsuits.

 

(c)             Capital reserves

 

The capital reserves consist mainly of the reserves described below and according to the following practices:

 

Special merger goodwill reserve: represents the net amount of the balancing item to goodwill recorded in assets, as provided for by CVM Instruction 319/1999.

50


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

Special merger reserve - net assets: represented by: (i) the net assets merged by the Company under the Corporate Reorganization approved on February 27, 2012; and (ii) the net assets merged with and into the Company upon the merger of TmarPart approved on September 1, 2015, pursuant to the provisions of CVM Instruction 319/1999.

 

Other capital reserves: represented mainly by: (i) R$1,933,200 arising from the capitalization of the earnings reserves in February 2015; (ii) R$3,837,009 related to the capital increase with new funds, as mentioned in this Note, item (a); and (iii) R$2,462,799 related to the absorption of capital reserves, due to the delivery of treasury shares to Bratel, pursuant to the agreement entered into, as mentioned in this Note, item (b).

 

(d)             Other comprehensive income

 

For purposes presentation of CVM’s Empresas.Net form, were included in other comprehensive income and are stated below:

 

 

Other comprehensive income

Share issue costs

Valuation adjustments to equity

Total

Balance at December 31, 2019

(91,169)

(801,073)

(141,871)

(1,034,113)

Hedge accounting gain

1,152

 

 

1,152

Exchange losses on investment abroad

50,822

 

 

50,822

Balance at March 31, 2020

(39,195)

(801,073)

(141,871)

(982,139)

                                                                                                                            

(e)             Share issuance costs

 

As mentioned in item (a) of this Note, under the commitment agreement entered into with the backstoppers, the Company issued 272,148,705 new common shares, as compensation for the commitments assumed in said agreement, at a cost of R$337,464, recognized in share issuance cost as a contra entry to the capital increase, plus R$86,180 related to expenses incurred in the issue process.

 

(f)              Basic and diluted earnings (losses) per share

 

On January 16, 2019, the Company issued 1,530,457,356 common shares to the holders of subscription warrants. On January 21, 2019, the Company issued 91,080,933 common shares to the holders of subscription rights that requested subscriptions of the excess common shares. On January 25, 2019, 1,604,268,162 New Common Shares were subscribed and paid in. The end of the capital increase process, through the subscription and payment of all 3,225,806,451 New Common Shares issued as part of the Capital Increase - New Funds, represented a contribution of new funds to the Company totaling R$4,000,000,000.00. This transaction had an impact on earnings per share, since the shareholders were diluted.

 

 

51


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

The common and preferred shareholders have different rights in terms of dividends, voting rights, and liquidation, as prescribed by the Company’s bylaws. Accordingly, basic and diluted earnings (losses) per share were calculated based on profit (loss) for the period available to the common and preferred shareholders.

 

Basic

Basic earnings (loss) per share are calculated by dividing the profit attributable to the owners of the Company, available to common and preferred shareholders, by the weighted average number of common and preferred shares outstanding during the period.

 

Diluted

Diluted earnings (loss) per share are calculated by adjusting the weighted average number of outstanding common and preferred shares, to estimate the dilutive effect of all convertible securities. Currently the Company does not have any potentially dilutive shares.

 

The table below shows the calculations of basic and diluted earnings per share:

 

 

03/31/2020

03/31/2019

Profit (loss) attributable to owners of the Company

(6,280,065)

568,403

 

 

 

Profit (loss) allocated to common shares - basic and diluted

(6,115,566)

553,546

Profit (loss) allocated to preferred shares – basic and diluted

(164,499)

14,857

 

 

 

Weighted average number of outstanding shares

(in thousands of shares)

 

 

   Common shares - basic and diluted

5,796,448

5,764,447

   Preferred shares - basic and diluted

155,915

154,715

 

 

 

Profit (loss) per share (in reais):

 

 

   Common shares - basic and diluted

(1.06)

0.10

   Preferred shares - basic and diluted

(1.06)

0.10

 

Preferred shares will become voting shares if the Company does not pay minimum dividends to which preferred shares are entitled under the Company’s Bylaws during three consecutive years.

 

 

52


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

27.            EMPLOYEE BENEFITS

 

As at March 31, 2020, the liabilities referring to retirement benefits recognized in the balance sheet are as follows:

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Actuarial assets

 

 

 

 

TCSPREV Plan

55,548

55,854

56,064

56,559

CELPREV Plan

 

 

219

222

PBS-TNC Plan

 

 

3,309

3,264

Total

55,548

55,854

59,592

60,045

Current

3,879

5,174

4,659

5,430

Non-current

51,669

50,680

54,933

54,615

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Actuarial liabilities

 

 

 

 

Financial obligations - BrTPREV plan (i)

645,260

626,748

645,260

626,748

PAMEC Plan

6,381

6,264

6,381

6,264

Total

651,641

633,012

651,641

633,012

Non-current

651,641

633,012

651,641

633,012

(i)     The Company had a financial obligations agreement entered into with Fundação Atlântico intended for the payment of the mathematical provision without coverage by the plan’s assets. With the approval and ratification of the JRP, the related claim of Fundação Atlântico against Oi is subject to the terms and conditions of the JRP.

 

Pension plans

 

The Company and its subsidiaries sponsor retirement benefit plans (“Pension Funds”) for their employees, provided that they elect to be part of such plan, and current beneficiaries.

 

The sponsored plans are valued by independent actuaries at the end of the annual reporting period.

 

The obligations in the balance as at March 31, 2020 were recognized based on the actuarial studies for base date December 31, 2019, prepared using the “Projected Unit Credit Method”. The main actuarial assumptions taken into consideration in the actuarial studies as at December 31, 2019 and March 31, 2020 after the revision of the discount rates are as follows:

 

 

53


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

CONSOLIDATED

PENSION PLANS

MEDICAL CARE PLANS

TCSPREV

PBS-Telemar

TelemarPrev

PBS-A

PBS-TNC

CELPREV

PAMEC

PAMA

Nominal discount rate of actuarial liability

7.43%

7.43%

7.43%

7.43%

7.43%

7.43%

7.64%

7.64%

Estimated inflation rate

3.80%

3.80%

3.80%

3.80%

3.80%

3.80%

3.80%

3.80%

Estimated nominal salary increase index

4.00%

4.00%

Per sponsor

N.A.

8.82%

7.53%

N.A.

N.A.

Estimated rate of the nominal benefit increase

3.80%

3.80%

3.80%

3.80%

3.80%

3.80%

N.A.

N.A.

Total expected rate of return on plan assets

7.43%

7.43%

7.43%

7.43%

7.43%

7.43%

7.64%

7.64%

General mortality biometric table

AT-2000 Basic
 eased by 15%, segregated by gender

AT-2000 Basic
 eased by 20%, segregated by gender

AT-2000 Basic
 eased by 20%, segregated by gender

AT-2000 Basic
eased by 15%, segregated by gender

AT-2000 Basic
 eased by 15%, segregated by gender

N.A.

AT-2000 Basic
eased by 15%, segregated by gender

AT-2000 Basic
eased by 15%, segregated by gender

Biometric disability table

Álvaro Vindas, increased by100%

Álvaro Vindas, increased by100%

Álvaro Vindas, increased by100%

Álvaro Vindas, increased by100%

Álvaro Vindas, increased by100%

N.A.

Álvaro Vindas, increased by100%

Álvaro Vindas, increased by100%

Biometric disabled mortality table

AT-49, segregated by gender

AT-49, segregated by gender

AT-49, segregated by gender

AT-49, segregated by gender

AT-49, segregated by gender

N.A.

AT-49, segregated by gender

AT-49, segregated by gender

Turnover rate

4.80%

Nil

Per sponsor, null starting at 50 years old and null for Settled Benefit

Nil

Nil

2%

Nil

Nil

Starting age of the benefits

57 years old

57 years old

55 years old

N.A.

57 years old

55 years old

N.A.

N.A.

Nominal medical costs growth rate

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

6.91%

6.91%

N.A. = Not applicable.

 

 

The main movements in the actuarial assets related to the pension plans in the period ended March 31, 2020 were as follows:

 

 

COMPANY

CONSOLIDATED

Balance at December 31, 2019

55,854

60,045

Pension plan income, net

1,037

1,116

Payments, contributions and reimbursements

(1,343)

(1,569)

Balance at March 31, 2020

55,548

59,592

 

The main movements in the actuarial liabilities related to pension plans in the period ended March 31, 2020 were as follows:

 

 

COMPANY

CONSOLIDATED

Balance at December 31, 2019

633,012

633,012

Pension plan costs, net

117

117

Interest on actuarial liabilities

18,512

18,512

Balance at March 31, 2020

651,641

651,641

 

 

54


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

Share-based compensation

 

A long-term incentives plan based on shares granted the Executives and the Board of Directors (Executive Committee’s Stock Option Plan and the Board of Directors’ Stock Option Plan) was submitted to and approved at the Extraordinary Shareholders’ Meeting held on April 26, 2019.

 

However, in light of the opinion issued by the Federal Public Prosecution Office and the decision issued by the Judicial Reorganization Court on April 24, 2019 on the new long-term incentives plans, the Oi’s Board of Directors decided and communicated to the Extraordinary Shareholders’ Meeting that such plans would only be implemented after a new decision of said Court, authorizing its implementation, is issued.

 

Beginning December 17, 2019, with the Ruling awarded by the 8th Civil Chamber of the Rio de Janeiro State Court on Bill of Review No. 0035453-90.2019.8.19.0000, filed by the Public Prosecution Office, the decision that the Stock Option Plan for the members of the Board of Directors should not be implemented until the end of the judicial reorganization was maintained and the implementation of Stock Action Plan for said Company Executives was authorized.

 

In compliance with the decision referred to above, in December 2019 the Company implemented the New Stock Option Plan for the Executive Committee, according to all the rules and conditions approved at the Extraordinary Shareholders’ Meeting held on April 26, 2019.

 

Executives’ Stock Action Plan

 

The purpose of this plan is to allow granting shares to Company Executives, aiming at promoting their high engagement and commitment to ensure the achievement of the strategic goals consistently with the Company’s and its shareholders’ medium- and long-term interests.

 

The plan provides for granting annual shares over a three-year period that shall not exceed 1.5% of the Company's share capital.

 

The number of shares per grant is calculated individually for the purpose of maintaining the competitiveness of the executives with regard to the performance of their duties and shall be delivered to them provided that the plan's performance condition is met.

 

The information used in the executives’ stock option plan’s assessment is as follows:

 

Grant date

Stock dilution percentage

 Number of shares granted

Vesting portions

Vesting dates

Average share value at the grant date

Estimated fair value at the vesting date (i)

12/30/2019

0.57%

33,704,937

1/3

12/30/2020

0.95

34,406

1/3

12/30/2021

1/3

12/30/2022

(i) The estimated fair value at the acquisition date was measured taking into account the price of the shares granted on December 30, 2019, adjusted by the weighted average cost of capital of 10.98%, estimated for the three-year period of the program, brought to present value at the period’s opportunity cost of 14.67%, which corresponds to the fair value of the share.

55


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

The fair value of the granted stock options is determined based on the vesting period and recognized as the services are provided. The expense recognized in the period ended March 31, 2020 was R$2,864. 

 

 

28.            SEGMENT REPORTING

 

The Company’s Board of Directors uses operating segment information for decision-making. The Company identified only one operating segment that corresponds to the telecommunications business in Brazil.

 

In addition to the telecommunications business in Brazil, the Company conducts other businesses that individually or in aggregate do not meet any of the quantitative indicators that would require their disclosure as reportable business segments. These businesses refer basically to the following companies: Companhia Santomense de Telecomunicações, Listas Telefónicas de Moçambique, ELTA – Empresa de Listas Telefónicas de Angola, and Timor Telecom, which provide fixed and mobile telecommunications services and publish telephone directories, and which have been consolidated since May 2014.

 

The revenue generation is assessed by the Board of Directors based on a view segmented by customer, into the following categories:

 

·        Residential Services, focused on the sale of fixed telephony services, including voice services, data communication services (broadband), and pay TV;

·        Personal Mobility, focused on the sale of mobile telephony services to subscription and prepaid customers, and mobile broadband customers; and

·        SMEs/Corporate, which includes corporate solutions offered to our small, medium-sized, and large corporate customers.

 

 

56


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

Telecommunications in Brazil

 

In preparing the financial information for this reportable segment, the transactions between the companies included in the segment have been eliminated. The financial information of this reportable segment for the periods ended March 31, 2020 and 2019 is as follows:

 

 

03/31/2020

03/31/2019

Residential

1,654,100

1,880,497

Residential Fixed-line

706,944

890,639

Broadband

515,285

543,552

Pay TV

422,563

434,966

Interconnection

9,308

11,340

Personal mobility

1,702,087

1,745,021

Mobile Telephony

1,623,490

1,623,883

Interconnection

57,296

74,695

Handsets, sim cards and other accessories

21,301

46,443

SMEs/Corporate (B2B services)

1,313,699

1,418,031

Other services and businesses

29,678

42,414

Total net operating revenue

4,699,564

5,085,963

Operating expenses

 

 

Depreciation and amortization

(1,695,626)

(1,673,080)

Interconnection

(110,851)

(135,625)

Personnel 

(597,081)

(594,097)

Third-party services

(1,413,590)

(1,487,149)

Grid maintenance services 

(234,386)

(274,662)

Handset and other costs

(20,551)

(47,503)

Advertising and publicity

(70,274)

(71,172)

Rentals and insurance

(581,016)

(660,810)

Provisions/reversals

(24,738)

(59,391)

Expected losses on trade receivables

(138,613)

(137,143)

Taxes and other expenses

(27,320)

(2,781)

Other operating income (expenses), net

84,920

987,185

Operating income before financial income (expenses) and taxes

(129,562)

929,735

 

 

 

Financial income (expenses)

 

 

Financial income

3,182,962

1,349,339

Financial expenses

(9,689,592)

(1,684,038)

 

 

 

Pre-tax profit (loss)

(6,636,192)

595,036

 

 

 

Income tax and social contribution

34,089

(43,507)

 

 

 

PROFIT (LOSS) FOR THE PERIOD

(6,602,103)

551,529

 

 

 

57


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

Reconciliation of revenue and profit (loss) for the quarter and information per geographic market

 

In the periods ended March 31, 2020 and 2019, the reconciliation of the revenue from the segment telecommunications in Brazil and total consolidated revenue is as follows:

 

 

03/31/2020

03/31/2019

NET OPERATING REVENUE

 

 

Revenue related to the reportable segment

4,699,564

5,085,963

Revenue related to other businesses

48,959

44,073

Consolidated net operating revenue (Note 5)

4,748,523

5,130,036

 

In the periods ended March 31, 2020 and 2019, the reconciliation between the profit (loss) before financial income (expenses) and taxes of the segment telecommunications in Brazil and the consolidated profit (loss) before financial income (expenses) and taxes is as follows:

 

 

03/31/2020

03/31/2019

Profit (loss) before financial income (expenses) and taxes

 

 

Telecommunications in Brazil

(129,562)

929,735

Other businesses

317,702

(4,786)

Consolidated income before financial income (expenses) and taxes (Note 5)

188,140

924,949

 

Total assets, liabilities and tangible and intangible assets per geographic market as at March 31, 2020 are as follows:

 

 

03/31/2020

TOTAL ASSETS

Total liabilities

Tangible assets

Intangible assets

Investment in tangible and intangible assets

Brazil

71,654,933

61,720,470

40,069,755

3,816,077

2,129,758

Other, primarily Africa

1,908,064

244,973

101,686

32,551

28,530

 

 

58


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

29.            RELATED-PARTY TRANSACTIONS

 

Transactions with consolidated related parties

 

 

COMPANY

03/31/2020

12/31/2019

Assets

 

 

Accounts receivable

883,103

726,812

BrT Call Center

45,870

45,870

BrT Multimídia

18,036

18,036

Oi Móvel

642,606

499,755

Telemar

170,538

163,151

Serede

6,053

 

Receivables from related parties (current and non-current)

6,950,340

5,583,816

PTIF

4,605,044

3,461,853

Oi Holanda

2,345,296

1,764,575

PT Participações

 

357,388

Dividends and interest on capital receivable

3,499

3,499

Oi Serviços Financeiros

2,147

2,147

Rio Alto

1,352

1,352

Other

190,026

164,220

Telemar

92,081

56,697

Oi Móvel

21,038

24,889

Oi Holanda

16,714

15,144

PTIF

1,615

420

CVTEL

142

112

Serede

58,010

66,632

BrT Multimídia

100

 

Paggo Administradora

326

326

 

 

59


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

COMPANY

03/31/2020

12/31/2019

Liabilities

 

 

Trade payables

243,578

324,066

BrT Call Center

43,849

48,889

BrT Multimídia

33,138

58,410

Oi Móvel

131,766

137,150

Telemar

13,200

57,733

     Paggo Administradora

21,625

21,811

    Serede

 

73

Borrowings and financing, and debentures (i)

1,110,988

783,404

Telemar

44,616

39,525

     Oi Holanda

1,066,372

743,879

Other payables

58,619

64,656

BrT Call Center

 

193

Oi Móvel

3,590

1,442

Telemar

32,981

43,940

Dommo

431

 

Rio Alto

975

975

Oi Investimentos

12,128

9,592

PT Participações

8,514

8,514

(i) The Company conducted loans with and acquires debentures from its subsidiaries under market terms and conditions to finance its operations or repay its debt.

 

 

COMPANY

03/31/2020

03/31/2019

Revenue

 

 

Revenue from services rendered

11,139

12,325

BrT Multimídia

135

139

Oi Móvel

7,847

8,918

Telemar

3,069

3,106

Serede

88

162

Other operating income

10,779

10,263

BrT Multimídia

1,229

818

Oi Móvel

9,550

9,445

Financial income

6,907,764

31,171

Telemar

893

2,209

Oi Holanda

5,586,032

(75,338)

PTIF

1,312,734

106,413

PT Participações

8,105

(2,113)

 

 

 

60


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

COMPANY

03/31/2020

03/31/2019

Operating costs and expenses

(203,775)

(233,013)

BrT Multimídia

(342)

(1,222)

Oi Móvel

(7,909)

(13,804)

Telemar

(2,898)

(3,279)

Paggo Administradora

(220)

(883)

BrT Call Center

(119,123)

(124,922)

Serede

(73,283)

(88,903)

Financial expenses

(5,503,837)

29,943

Telemar

(5,091)

(5,091)

Serede

(989)

(1,277)

BrT Call Center

(416)

(519)

BrT Multimídia

(1,672)

(2,090)

Oi Holanda

(5,326,426)

42,151

PTIF

(169,243)

(3,173)

PT Participações

 

(58)

 

Credit facilities

 

The Company may grant credit facilities to its subsidiaries for the purpose of providing working capital for their operating activities. In these cases, maturities can be rescheduled based on these companies’ projected cash flows and these facilities bear interest equivalent to 115% of CDI (115% of CDI at December 31, 2019). In the period ended March 31, 2020 there are no outstanding balances between group companies for this purpose since, as approved in the JRP, real-denominated intercompany claims for working capital purposes were extinguished by netting payables and receivables between the Brazilian RJ Debtors.

 

The intercompany credit facilities effective at March 31, 2020 are linked to the terms approved in the JRP. The intercompany claims not covered by said netting as provided for in the JRP were restructured and will be paid 20 years after the end of the settlement of all the claims paid under the terms and conditions of the Default Payment Method, adjusted using the TR for real-denominated credit facilities and changes in foreign exchange rates for international credit facilities. Additionally, credit facilities between the Company, a PTIF, and Oi Holanda were created since that in the context of the implementation of the JRP, the financial debt of the RJ Debtors were substantially consolidated in the Company, which issued financial and equity instruments to settle these debts originally recognized by said subsidiaries.

 

Guarantees

 

The Company and the other RJ Debtors are jointly and severally liable for the compliance of all obligations set forth by the JRP, as provided therefor.

 

61


 
 

FEDERAL PUBLIC SERVICE

 

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM)

 

Quarterly Financial Information (ITR)

Corporate Legislation

COMMERCIAL, INDUSTRIAL AND OTHER COMPANY

Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

Transactions with jointly controlled entities, associates, and unconsolidated entities

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Accounts receivable and other assets

 

 

6,869

7,216

    Hispamar

 

 

 

426

Other entities

 

 

6,869

6,790

 

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Accounts payable and other liabilities

 

706

44,562

74,254

Hispamar

 

706

40,545

71,841

Other entities

 

 

4,017

2,413

 

 

COMPANY

CONSOLIDATED

03/31/2020

03/31/2019

03/31/2020

03/31/2019

Revenue

 

 

 

 

Revenue from services rendered

59

 

118

59

    Hispamar

59

 

118

 

Other entities

 

 

 

59

Other income

1

 

1

 

Hispamar

1

 

1

 

Financial income

 

 

79

111

Other entities

 

 

79

111

 

 

COMPANY

CONSOLIDATED

03/31/2020

03/31/2019

03/31/2020

03/31/2019

Costs/expenses

 

 

 

 

Operating costs and expenses

(303)

(1,541)

(46,653)

(62,914)

Hispamar

(303)

(1,541)

(40,144)

(55,584)

Other entities

 

 

(6,509)

(7,330)

Financial expenses

 

(3)

(22)

(169)

Hispamar

 

(3)

(21)

(169)

Other entities

 

 

(1)

 

 

The balances and transactions with jointly controlled entities, associates, and unconsolidated entities result from business transactions carried out in the normal course of operations, namely the provision of telecommunications services by the Company to these entities and the acquisition of these entities’ contents and the lease of their infrastructure.

 

Compensation of key management personnel

 

As at March 31, 2020, the compensation of the officers responsible for planning, managing and controlling the Company's activities, including the compensation of the directors and executive officers, totaled R$38,426 (R$7,241 at March 31, 2019) in the Company and on a consolidated basis.

 

 

 

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Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

30.                        HELD-FOR-SALE ASSETS

 

The information on the held-for-sale assets should be read together with the financial statements for the year ended December 31, 2019.

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Assets

 

 

 

 

Operations in Africa (a)

243,276

3,421,062

429,905

4,271,348

Nonstrategic assets (b)

43,508

43,416

90,484

119,742

Total

286,784

3,464,478

520,389

4,391,090

 

 

COMPANY

CONSOLIDATED

03/31/2020

12/31/2019

03/31/2020

12/31/2019

Liabilities

 

 

 

 

Operations in Africa (a)

 

 

149,973

491,225

Nonstrategic liabilities (b)

 

 

11,670

3,070

Total

 

 

161,643

494,295

(a)             Operations in Africa - Approval of preparatory actions for the sale of Africatel

 

At the Board of Directors’ meeting held on September 16, 2014, Oi’s management was authorized to take all the necessary actions to divest Oi’s stake in Africatel, representing at the time 75% of its share capital, and/or dispose of its assets.

 

With this purpose, PT Ventures, SGPS, S.A., a direct subsidiary of Africatel, sold and transferred, on May 21, 2019, after the compliance with the contractual conditions precedent, all the shares it held in Cabo Verde Telecom, S.A. (“CVT”), representing 40% of this company’s capital, to Instituto Nacional de Previdência Social and Empresa Pública ASA – Empresa Nacional de Aeroportos e Segurança Aérea, S.A., both from Cape Verde, for a total of US$26.3 million, as provided for in clauses 3.1.3 and 5.1 of the JRP. This sale generated a net gain of R$67 million, recognized in profit or loss.

 

As a result of said share sale, PT Ventures entered into with the State of Cabo Verde, on the same date, an agreement for the definite termination of the arbitration proceedings filed by PT Ventures against the latter in March 2015, with the International Centre fore for Settlement of Investment Disputes (“ICSID”) and the International Chamber of Commerce (“ICC”).

 

Subsequently, as disclosed to the market in a Material Fact Notice of January 24, 2020, Africatel sold and transferred on that date all the PT Ventures shares to Angolan company Sociedade Nacional de Combustíveis de Angola, Empresa Pública – Sonangol E.P., after the proper approvals by the Company’s Board of Directors, by the competent management bodies of Africatel, and the Judicial Reorganization court as provided for in the Judicial Reorganization Plan and the Company’s Strategic Plan.

 

On the transaction date, PT Ventures held stakes in the Angolan companies Unitel, S.A. (“Unitel”) (25%) and Multitel - Serviços de Telecomunicações Lda. (40%), as well as credit rights of dividends declared by Unitel and already past due and a set of rights resulting from the final decision rendered by the Arbitration Court installed under the Arbitration Rules of the ICC, within the scope of the arbitration initiated by PT Ventures at the ICC against the other Unitel shareholders, as disclosed by the Company in a Material Fact Notice on February 28, 2019.

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01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

The total amount of the transaction was US$1 billion, of which (i) US$699.1 million was paid to Africatel by Sonangol on January 24, 2020; (ii) US$60.9 million that were paid to Africatel prior to the transfer of PT Ventures’ shares; and (iii) US$240 million, fully guaranteed by a guarantee letter issued by a prime bank, which will be paid unconditionally by Sonangol to Africatel until July 31, 2020, with a assured minimum monthly flow of US$40 million, beginning February 2020. The Company clarifies that the contractually assured flow was duly met in February to May 2020 by Sonangol. 

 

As a result of this operation, the Company is no longer bound by the ongoing litigation involving PT Ventures, Unitel, and Unitel’s other shareholders.

 

The group of assets and liabilities of the African operations are stated at the lower of their carrying amounts and their fair values less costs to sell, and are consolidated in the Company’s statement of profit or loss since May 5, 2014. The Company maintains its efforts to sell the remaining assets.

 

The main components of the assets held sale and liabilities associated to assets held for sale of the African operations are as follows:

 

 

Operations in Africa

03/31/20201

12/31/20191

Held-for-sale assets

429,905

4,271,348

Cash, cash equivalents and cash investments

70,600

63,993

Accounts receivable

128,009

113,699

Dividends receivable (i)

 

2,435,014

Held-for-sale asset (i)

 

1,474,699

Other assets

88,524

74,300

Investments

9,378

4,916

Property, plant and equipment

100,843

83,400

Intangible assets

32,551

21,327

 

 

 

Liabilities directly associated to assets held for sale

149,973

491,225

Borrowings and financing

11,737

11,589

Trade payables

48,206

37,119

Other liabilities

90,030

442,517

 

 

 

Non-controlling interests (ii)

36,656

146,180

 

 

 

Total held-for-sale assets, net of the corresponding liabilities – consolidated

243,276

3,633,943

Intragroup eliminations

 

(212,881)

Total assets held for sale – parent company

243,276

3,421,062

Investments in Africa

243,276

3,421,062

1 The non-operating companies started to be consolidated in the balance sheet beginning December 31, 2019. As at March 31, 2020, these assets and liabilities total R$1,478,159 and R$95,000 (R$326,229 and R$78,113 at December 31, 2019), respectively.

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Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

(i)          As at December 31, 2019, represented the indirect interest held by PT Ventures in the dividends receivable and the fair value of the financial investment in Unitel, both classified as held for sale. The assets from the investment held in PT Ventures were measure substantially at the fair value of the investment for sale, which occurred on January 23, 2020, as referred to above. As at March 31, 2020, the claim receivable from the sale of PT Ventures amounts to R$843,760.

 

(ii)         Represented mainly by the Samba Luxco’s 14% stake in Africatel and, consequently, in its net assets.

 

(b)             Nonstrategic assets

 

On July 16, 2019, the Company disclosed to the market its strategic plan, approved by the Board of Directors, focusing on the improvement of the operating and financial performance, using a sustainable business model, for the purpose of maximizing the Company’s value, in the context of the judicial reorganization proceeding.

 

The plan prescribes that part of the financing of the investment strategy will be ensured by selling of the Company’s nonstrategic assets. These assets consist basically of: (i) investment in Unitel, (ii) towers; (iii) datacenter; (iv) properties, among other assets. The Company is engaged in and focused on promoting the sale of said assets, as mentioned, including in Note 31(d), and will take all the necessary actions to implement said Plan in the coming periods.

 

In March 2020, the assets and liabilities associated with real estate and mobile towers were stated in held-for-sale assets, in line with the Company's strategic plan and intention. Management assessed and determined that the other nonstrategic assets do not substantially meet the presentation and measurement requirements set forth by CPC 31, Held-for-Sale Noncurrent Assets and Discontinued Operations, and therefore continue to be stated in the group ‘Property, Plant and Equipment’ (Note 16).

 

 

31.            OTHER INFORMATION

 

(a)             Agreements entered into by the Company, TmarPart, and Pharol related to the cash investments made in Rio Forte commercial papers

On June 30, 2014, the Company was informed, through a market notice disclosed by Pharol, of the investment made by PTIF and PT Portugal (both, collectively, “Oi Subsidiaries”), companies contributed by Pharol to Oi in the Company’s capital increase in May 2014, in a commercial paper of Rio Forte Investments S.A. (“Securities” and “Rio Forte”, respectively), a company part of the Portuguese group Espírito Santo (“GES”), when both PTIF and PT Portugal were Pharol subsidiaries.

 

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01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

In light of the default of the Securities by Rio Forte, on September 8, 2014, after obtaining the proper corporate approvals, the Company, the Oi Subsidiaries, TmarPart, and Pharol entered into definitive agreements related to the investments made in the Securities. The agreements provided for (i) an exchange (the “Exchange”) through which Oi Subsidiaries would transfer the Securities to Pharol in exchange for preferred and common shares of the Company held by Pharol, as well as (ii) the assignment by Oi Subsidiaries of a call option on the Company shares to the benefit of PT (“Call Option”).

 

On March 31, 2015, the Company published a Material Fact Notice on the completion of the Exchange.

 

The Option became vested with the completion of the Exchange, beginning March 31, 2015, exercisable at any time, over a six-year period, and the number of shares covered by the Option will be decreased at each March 31st.

 

By March 31, 2020, Pharol had not exercised the Option, in whole or in part, on the Shares Subject to the Option. Accordingly, the following are no longer subject to the Option: (i) beginning March 31, 2016, 4,743,487 common shares and 9,486,974 preferred shares issued by the Company, equivalent to 10% of the Shares Subject to the Option; (ii) beginning March 31, 2017, another 8,538,277 common shares and 17,076,554, equivalent to 18% of the Shares Subject to the Option; (iii) beginning March 31, 2018, another 8,538,277 common shares and 17,076,554 preferred shares equivalent to 18% of the Shares Subject to the Option; (iv) beginning March 31, 2019, another 8,538,277 common shares and 17,076,554 preferred shares equivalent to 18% of the Shares Subject to the Option; and (v) beginning March 31, 2020, another 8,538,277 common shares and 17,076,554 preferred shares equivalent to 18% of the Shares Subject to the Option. There are also 8,538,277 common shares and 17,076,554 preferred shares and Pharol will no longer be entitled to exercise the Option on these shares on March 31, 2021.

 

As at March 31, 2017, the fair value of the Call Option is estimated at R$6 million calculated by the Company using the Black‑Scholes model and theoretical share volatility assumptions, using the Revenue Approach valuation technique laid down by paragraphs B10 and B11 of CPC 46/IFRS 13 Fair Value Measurement.

 

(b)             Punitive Administrative Proceedings at the CVM

In December 2018, we became aware that the CVM, in the exercise of its duties, initiated two punitive administrative proceedings for acts conducted in connection with the corporate restructuring announced in October 2013 involving Oi and Pharol (former Portugal Telecom), and the capital increase through the public offer of Oi shares concluded in May 2014, for an alleged breach of the Corporate Law, to hold liable certain executives, officers and controlling shareholders at the time of the events.

 

The Company is not a party to these proceedings. With regard to the indicted executives, if they are held liable in these Punitive Administrative Proceedings, they will be subject to a penalty, which may range from a warning to a temporary disqualification, during up to 20 years, to hold a management or member of the supervisory board position of a publicly-held company, entity of the securities distribution system, or other entities that depend of CVM authorization or registration.

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01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

(c)             Operation: Mapa da Mina

 

On December 10, 2019, the Brazilian Federal Police launched the 69th phase of Operation: Lava Jato (Car Wash), named “Operation: Mapa da Mina” (Mine Plan) (Criminal Search and Seizure Order No. 5024872-64.2018.4.04.7000/PR - 13th Federal Criminal Court of Curitiba), one of the main targets of which was Fábio da Silva, son of former president Luiz Inácio Lula da Silva. The investigation, which has neither the Company nor any of its current officers as defendants, is based on a suspected transfer of several companies to Gamecorp and Grupo Gol, in exchange for alleged benefits from the Federal Government. As a result of such investigation, Company buildings in the States of São Paulo and Rio de Janeiro, and in Brasília were searched and documented were seized. Since then, the Company has cooperated with the investigations by making all the clarifications and delivering all the documents requested. On March 12, 2020, the 4th Region Federal Court granted an habeas corpus (Habeas Corpus No. 5052647-8.2019.4.04.000/PR) was granted, requiring that the records of said Operation be sent to the São Paulo Judiciary Section, after concluding that there was no connection between the facts reported in the investigation and those verified in Operation: “Lava Jato”. Internally, the Company informs that since 2015 it has retained the law firm Tozzini Freire Advogados as external independent auditor to conduct a forensic investigation addressing all the allegations in the case file, which has updated these analyses due in light to the new facts pointed out in Operation: “Mapa da Mina”. Such investigations were completed without evidence of illegal actions committed by Company representatives.

 

Among the initiatives undertaken, the Company has created a Multidisciplinary Committee consisting of members from different departments, such as the legal, compliance, internal audit and accounting department, to determine the main procedures to be performed, and set a schedule of relevant activities in response to the allegations of said investigation involving the Company and its subsidiaries. In this regard, the Multidisciplinary Committee determined the following procedures: (i) retain a renowned, specialized law firm, independent from the Company and its subsidiaries, to conduct an internal investigation on the allegations made in the Federal Public Prosecution Office (MPF) and the Brazilian Federal Police (PF) investigations; (ii) request an assessment by the outside legal counsel of the results of said internal investigation to be conducted by the specialized law firm, if applicable; (iii) request an assessment by the outside legal counsel of possible legal and regulatory impacts in Brazil and in the United States, regarding all allegations made in the investigation, considering the applicable anticorruption legislation and/or illegal activities; (iv) request an assessment by the compliance department to determine whether any material weaknesses in the internal control environment existing at the time covered by the investigations still persist in the current Company governance and internal control scenario; (v) conduct periodic meetings to follow up on the status of the assessments to be carried out; and (vi) submit of the results of all assessments to be carried out to the members of the Audit, Risk and Controls Committee ("CARC"), which reports to the Company's Board of Directors. In this context, the specialized law firm concluded its internal independent investigation in February 2020. Based on interviews, information and documentation submitted by the Company’s management, and due to the constraints imposed by the time period covered by said investigation (2003-2019), no indications of illegalities committed by the Company were identified linked to the allegations made by the MPF and the PF in the “Operation: Mine Plan” investigation. This internal use report was extensively discussed and presented to the members of the Multidisciplinary Committee, as well as to the members of the CARC.

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01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

(d)             Commitment to sell a property

 

As disclosed to the market on January 30, 2020 and February 26, 2020, the Company sold a property it owned, located at Rua General Polidoro nº 99, Botafogo, in the city of Rio de Janeiro, to Alianza Gestão de Recursos Ltda., for the amount of R$120.5 million, on February 21, 2020, as part of its project to sell noncore assets, as set forth by the Company’s Judicial Reorganization Plan and Strategic Plan (Note 30 (b)).

 

The transaction was authorized by the Judicial Reorganization Court, after obtaining the favorable opinion of the Rio de Janeiro State Public Prosecution Office and the Judicial Administrator. Likewise, ANATEL confirmed the removal of the Property from the Company’s List of Reversible Assets.

 

(e)             Third-party opinions on the Company's Mobile business

 

On March 10, 2020, the Company disclosed to the general market in a material fact notice, that its financial advisor, Bank of America ("BofA") received statements from third parties expressions of interest in the Company's mobile business. To date, however, there is no commitment from the Company or any of these third parties to proceed with such sale and no binding instrument has been entered into to this respect. Even though there may be future developments in the analysis for a potential formal negotiation process, the Company continues to analyze all the existing alternatives that may bring more efficiency to the implementation of its Strategic Plan.

 

(f)              Potential effects of the COVID-19 pandemic

 

On January 31, 2020, the World Health Organization announced that COVID-19 was a global health emergency and on March 3, 2020, the World Health Organization categorized COVID-19 as a pandemic. The COVID-19 pandemic has resulted in numerous deaths and the imposition of local, municipal and national governmental “shelter-in-place” and other quarantine measures, border closures and other travel restrictions, causing unprecedented economic disruption in much of the world, including in Brazil.

The local, national and international response to the virus is quickly developing, fluid and uncertain. During March and April 2020, state, local and municipal authorities within Brazil promoted and enforced social isolation and quarantine measures and have enacted regulations limiting the operations of “non-essential” businesses. In mid-March 2020, Rio de Janeiro and other Brazilian states declared states of emergency. In accordance with the recommendations of the authorities, the Company transitioned a substantial majority of its employees to work from home.

Although the COVID-19 pandemic has no effect on the Company historical results of operations, there are many potential effects of this pandemic on its short- and medium- term business operations and, consequently, its results of operations. In March 2020, the Company established a crisis response team to focus on ensuring the full business continuity of its operations, the health and safety of its employees, and the establishment of a formal process to monitor, analyze and respond to the potential impacts of the pandemic.

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01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

As of the date of this report, the Company has detected few cases of COVID-19 in its employees and the human resources department monitors daily suspected or confirmed cases. As one a measure designed to protect its employees, the Company has instituted a “work-from-home” policy for all of its employees for whom the demands of their work permit this arrangement, constituting approximately 84% of its work force, and have been able to do so without any interruption of their activities. For its remaining employees, for example, the Company field service technicians and operators in its call centers, the Company has complied with all health care recommendations of the World Health Organization and the Brazilian Ministry of Health.

The Brazilian government has determined that the telecom sector is an essential service, which allows the Company to continue its field maintenance activities without violating restrictions on movement that have generally been imposed to combat the pandemic.

Although there has not been sufficient history with the Company operations under the pandemic and the related public health measures to provide significant analysis of the potential financial impact, the Company believes that demand for telecommunications services, including services provided by the Company during the pandemic has grown significantly. In order to service this demand and to ensure continuity of its services, the Company moved quickly to activate new circuits in its backbone infrastructure and has not experienced any significant decline in the operation and reliability of its networks.

Since the outbreak of the pandemic, the Company has closed its retail stores and many of its distribution channels for the Company’s mobile service have been unable to operate, although some of its physical points-of-sale, such as grocery stores, pharmacies and convenience stores, have continued to operate. As a result, the Company believes that new activations by mobile customers will be substantially reduced for the quarantine period. However, as these store closures affect all operators in the mobile business equally, the Company expects that there will be substantially reduced levels of churn during this period. In addition, the Company expects that revenue for SIM card recharges will be adversely affected for the quarantine period as the number of points-of-sale that offer these services has been substantially reduced.

Since the outbreak of the pandemic, the Company has curtailed significantly its door-to-door sales channel for residential services, including broadband, but has been able to maintain its telemarketing and teleagent sales channels. The Company has experienced a significant surge in demand for its broadband services, including services delivered through its expanding FTTH network, both from residential and B2B customers as they establish remote work operations. Because its sales channels for these services depend less on physical presence in sales locations than its mobile services, the Company does not expect the reduction in new activations or upgrades in services to be affected to the same degree as in its mobile services.

The Company expects that the public health measures adopted in Brazil will have significant impacts on the income and purchasing power of many of its subscribers, particularly low-income subscribers and SMEs, some of whom may cease operations, although the Company has not yet been able to gather data to analyze the extent of these impacts. In addition, the Company has begun to experience some delays in payments from some of its corporate and governmental customers. Against this backdrop, the Company expects an increase in late-payments, customer defaults and expected losses on trade receivables. The Company has instituted some measures to assist its customers during the pandemic, for example, providing deferrals of payment deadlines by up to 10 days upon request of its customers and entering into payment plans with some of its customers under which it will forbear the collection of interest and late charges. These measures are likely to have an adverse effect on revenue and operating cash flow during the period over which they are effective, although the Company does not have sufficient experience with the effects of these measures to reliably estimate the quantitative effects of these measures.

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01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

The Company does not expect significant negative effects on its ongoing maintenance activities and FTTH expansion project as a result of the pandemic and the public health measures introduced to combat the pandemic. The Company has experienced some negative effects relating to the deployment of field teams, primarily related to the difficulty of obtaining lodging and meals and, in some instances, the difficulty in arranging transportation between cities, due to the public health restrictions. However, as a result of the determination that the telecom sector is an essential service, the general public health restrictions applicable to the population have not generally applied to the Company staff of field technicians.

The Company continues to have regular communications with its equipment vendors to assess the impacts of the pandemic on their production and inventories to ensure that deliveries of equipment will continue to be made on a timely basis. As of the date of this annual report, the Company has not suffered any negative impacts in its supply chain for equipment and has not been advised that any significant disruptions are expected.

 

The Company continues to monitor the effects of COVID-19 and the public health measures adopted in Brazil on its results of operations and cash flows to assess whether any of its assets have been impaired. As of the date of this annual report, the Company does not have sufficient history with its operations under the pandemic and the related public health measures to assess whether any impairment of its assets will be required.

 

 

32.            EVENTS AFTER THE REPORTING PERIOD

 

a)          Capital increase in subsidiary

 

The Extraordinary Shareholders’ Meeting held on June 8, 2020 approved the increase of the capital of indirect subsidiary BrT Multimídia, without the issue of new shares, in the amount of R$822,673. This capital increase was fully paid in by the shareholder, the Company’s indirect subsidiary, Oi Móvel, through the contribution of net assets subject matter of the Appraisal Report issued by a specialized firm, consisting of tangible and intangible assets related to FTTH (Fiber-to-the-Home) operations and consumables used in the FTTH expansion, and the balance of dividends payable to its parent company.

 

Consistently with the Strategic Plan released in July 2019, which focus on the expansion of the fiber optics network, indirect subsidiary BrT Multimídia will concentrate the fiber optic telecommunications infrastructure for the purpose of fast-tracking investments and reaching the largest number of households that have a demand for such high-speed technology and service quality, while assuming a relevant role in the creation of the main infrastructure provider for other telecommunications operators in Brazil.

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01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

b)          Amendment to the Judicial Reorganization Plan

 

Oi S.A. – In Judicial Reorganization (“Oi” or the “Company”), in accordance with article 157, paragraph 4, of Law No. 6,404/76 (“LSA”) and further to the Material Fact disclosed on February 28, 2020, hereby informs its shareholders and the market in general that, on this date, the Company filed with the 7th Commercial Court of Rio de Janeiro (“RJ Court”) a proposed amendment to its Judicial Reorganization Plan (“Amendment to the JRP”), in the form provided therein, primarily aiming at the sustainability of its business, through the reorganization and simplification of the Oi Group from a corporate and operational standpoint, so as to ensure greater financial flexibility and efficiency. These adjustments will also facilitate the Company’s access to the financial market to raise new funds necessary to rationally settle its debt and enable the execution not only of its Judicial Reorganization Plan (the “Plan” or “JRP”), but also its Strategic Plan, which aims to reposition the Company, create value for all its stakeholders and ensure long-term sustainability.

 

The Amendment to the JRP will still be submitted to a vote at a General Creditors’ Meeting (“New GCM”) and later to the judicial ratification of the RJ Court, and therefore its terms and conditions and the measures provided therein may still be adjusted.

 

1.         Objectives of the Amendment to the JRP.

 

The Amendment to the JRP seeks to allow the Oi Group to make the execution of its long-term plan possible, with the necessary settlement of its debts, in the current context, and the continuity of its activities in accordance with the aforementioned JRP and its Strategic Plan.  The main objective of the Company’s strategy is to transform its business model, focusing on the use and rapid expansion of its extensive fiber optic infrastructure as a competitive edge, including its transportation networks (backbone, backhaul and data network), and primary and secondary access networks (dedicated links, metropolitan rings and FTTH access networks), to enable and support high-speed connection and service needs for its residential, business, corporate and government customers, as well as the provision of infrastructure services for other telecommunications service providers in Brazil, including enabling connections to the new 5G technology.

 

The implementation of this strategy will be made possible with the continuity of the process of divestment of assets, the potential participation in movements for the consolidation or sale of its mobile business, and the adoption of the model known as structural separation, which allows the formation of separate entities  for investments in, and operation and maintenance of, the telecommunications infrastructure and for the provision of services to its end customers, including product development, marketing, sales and customer service activities. With this, the aim is to make the Oi Group’s business model more sustainable, with a focus on its main competitive advantages, structured in an efficient and focused manner, and to ensure the continuity of the Oi Group and the consequent compliance with the means of recovery and payment of all restructuring credits.

 

The Amendment to the JRP seeks to provide flexibility for the Company to achieve the strategic objectives described above. The primary objectives of the Amendment to the JRP are, among others:

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Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

(i)              

to allow for the creation of distinct isolated production units (“UPIs”), by segregating certain businesses and assets of the Oi Group and disposing of them with the protections and benefits afforded by Law No. 11,101/2005 (the Reorganization and Bankruptcy Law, “RBL”), thus ensuring the maximization of its value and the generation of the necessary resources to pay restructuring creditors and the obligations of the companies under judicial reorganization (the “Recovering Entities”);

(ii)            

to improve payment conditions for a substantial part of small creditors in order to reduce litigation and repay this type of creditor more quickly, as determined by the RJ Court;

(iii)          

to allow the Recovering Entities to enter into financings and obtain other additional funding to maintain the necessary investments and pay their creditors; and

(iv)           

to allow the segregation of certain fiber and infrastructure assets in a company belonging to the Oi Group, with the goal of creating a more flexible and efficient corporate structure to accelerate investments in the expansion of the fiber optic network, so that such company may access the financial and capital markets and raise additional funds at lower costs, which would spare the exclusive use of resources generated by the Recovering Entities’ own operations, thereby strengthening their operational structure.

 

2.         UPIs provided for in the Amendment to the JRP.

 

The Amendment to the JRP provides for the segregation of 4 (four) UPIs from the assets, liabilities and rights of Recovering Entities associated with (a) the operation of telephony and data in the mobile communications market (“Mobile Assets UPI”); (b) passive infrastructure (“Towers UPI” and “Data Center UPI”); and (c) the operation of telecommunications networks (“InfraCo UPI”).

 

The UPIs will be formed as special purpose stock entities (“SPEs”) and may be sold, in specific models suited to each type of UPI described above, in order to pay indebtedness and generate the resources necessary to expand the fiber infrastructure and related services, which are the main focus of the Oi Group’s strategy. The sale of the UPIs aims to allow Oi to maximize the economic value of its investments by expanding its residential and business access services throughout Brazil, utilizing its network elements more efficiently and creating new possibilities for the use of these networks by other operators and service providers in the telecommunications sector, subject to applicable legislation and regulations, as well as to authorization from the competent authorities, as applicable.

 

Detailed information about the composition of each UPI and the terms and conditions applicable to their sale, including those related to structure and price, is described in the Amendment to the JRP.

 

2.1.      InfraCo UPI SPE.

 

The InfraCo SPE will bring together infrastructure and fiber assets related to the Oi Group’s access and transport networks already included in its capital, either in the form of a direct assignment, or in the form of an indefeasible right of use assignment (IRU), as well as new infrastructure investments yet to be made, with the goal of accelerating investments in the expansion of its fiber optic networks, based on a more flexible and efficient capital structure and a greater ability to attract and use new resources. Upon the implementation of the measures provided in the Plan, InfraCo SPE will be an affiliate of the Company and will seek the necessary resources in the market to finance its investments, in order to expand the Oi Group’s activities in fiber optics and serve a greater number of customers in all segments across the country.

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Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

The Amendment to the JRP provides that Oi will maintain a material stake in the capital stock of InfraCo SPE, with measures to ensure its active participation in the creation and expansion of a leading national company in fiber optic infrastructure. As already occurred in other countries, the creation of InfraCo SPE is consistent with the logic of structural separation between the service company and the infrastructure company, with the aim of maximizing value through greater efficiency and innovation, with clear strategies focused on the customer experience and product and service innovation, on one hand, and the widespread expansion of fiber infrastructure and optimization of its technical operation, on the other.

 

InfraCo UPI will be composed of 100% of the shares issued by the SPE that will own the assets and retain the liabilities related to the fiber optic and infrastructure activities described in Annex 5.3.4 of the Amendment to the JRP, which provides for the partial sale of InfraCo UPI through a competitive process, under the terms of the RBL, through the submission of sealed bids for the partial sale of the voting shares of InfraCo SPE. Such competitive process must ensure the Company a minimum payment of R$6.5 billion, as well as the guarantee by the new investors of the full payment of the InfraCo Debt provided for in Clause 5.3.7.1 of the Amendment to the JRP and the compliance with its invesment plan, pursuant to certain parameters to be established in the Competitive Process Notice. As a result of the partial sale of InfraCo UPI, a stake equal to 51.0% of the voting shares of InfraCo SPE, and not higher than 51.0% of its economic capital, will be ensured to the acquirer. The Recovering Entities will have the right, at their sole discretion, to determine the split of the capital stock of InfraCo SPE into common and preferred shares of InfraCo SPE during the sale, in accordance with the limits established by law, thus ensuring to the Company the preservation of a material economic stake, even as a way to guarantee the fulfillment of its obligations with the creditors of the JRP.

 

2.2.      Mobile Assets UPI, Towers UPI and Data Center UPI.

 

Mobile Assets UPI will be composed of 100% of the shares issued by the SPE that will own the assets and retain the liabilities related to the mobile communication activities described in Annex 5.3.1. of the Amendment to the JRP, which provides for the sale of Mobile Assets UPI through a competitive process, under the terms of the RBL, through the submission of sealed bids for the acquisition of 100% of the shares of Mobile SPE, with the payment of the price of at least R$15.0 billion in cash.

 

Mobile Assets UPI will be awarded to the bidder who offers the highest price above the minimum price, provided that the Recovering Entities may select the second highest bid, so long as the price of such bid is not more than 5% lower than the highest bid and reasonably determine that the second highest bid provides greater legal assurances and certainty for the closing of the sale of the Mobile Assets UPI as proposed, given the necessary regulatory and antitrust approvals, provided further that the selection of the second highest bidder is not opposed by more than 50% of the restructuring credits in the judicial reorganization proceedings. The same will apply in case two bids below minimum price are submitted. The Amendment to the JRP also establishes mechanisms to define the conditions for the approval of bids, in order to provide greater legal assurance and certainty for the closing of the proposed sale, provided that more than 50% of the restructuring credits do not object.

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Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

Towers UPI will be composed of 100% of the shares issued by the SPE that will own the assets and retain the liabilities related to the activities of outdoor and indoor transmission and radio frequency towers described in Annex 5.3.2 of the Amendment to the JRP, which provides for the sale of Towers UPI through a competitive process, under the terms of the RBL, through the presentation of sealed bids for the acquisition of 100% of the shares of Towers SPE held by the Recovering Entities, with the payment of the price of at least R$1.0 billion in cash.

 

Data Center UPI will be composed of 100% of the shares issued by the SPE that will own the assets and retain the liabilities related to the data center activities described in Annex 5.3.3 of the Amendment to the JRP, which provides for the sale of the Data Center UPI through a competitive process, under the terms of the RBL, through the submission of sealed bids for the acquisition of 100% of the shares of the Data Center SPE, with the payment of the minimum price of R$ 325.0 million in cash, of which at least R$ 250.0 million will be paid promptly and the balance may be paid in installments; provided that the investor whose binding proposal (obtained in a market prospecting process carried out by Bank of America, Oi’s financial advisor) set this minimum price will have the right to match the best bid submitted at the Data Center UPI auction (right to match). In this way, Oi provides greater legal assurances and certainty to the sale closing at the proposed price, while also allowing, by means of a competitive process, any interested party to offer a value higher than the proposed price, for the benefit of the Recovering Entities.

 

3.         Payment of Creditors.

 

The Amendment to the JRP provides for the possibility of adjustments in the payment conditions of restructuring creditors, as well as for mechanisms that allow or compel the Company to pay certain credits subject to the Plan in a shorter term than that provided for in the judicially ratified JRP.

 

Detailed information on the expected payment proposals for each class of creditors are described in the Amendment to the JRP.

 

3.1       Labor claims.

 

The Amendment to the JRP provides that labor creditors whose claims have not been fully settled by the time of the New GCM will have their claims up to R$50,000 paid within a maximum term of 30 days from the date of judicial ratification of the Amendment to the JRP, provided that such labor claims (i) are recorded in the judicial administrator’s creditor list; or (ii) are the subject of a final decision that closes the respective proceedings and ratifies the amount due to the respective creditor; or (iii) in the case of creditors arising from the losing party’s fees, a decision has been made with respect to a qualification or opposition procedural issue judicially assigned by the time of the New GCM, so long as such creditors select this form of payment.

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Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

3.2       In Rem Secured claims.

 

The Amendment to the JRP provides that in the event of the sale of Mobile Assets UPI, the Oi Group will be required, within 30 days of liquidation, to allocate a portion of the Net Proceeds from the Sale of Mobile Assets UPI (as defined in the Amendment to the JRP) to prepay 100.0% of the outstanding amount of the In Rem Secured Claims (in accordance with the conditions set forth in the Amendment to the JRP). Alternatively, the In Rem Secured Creditors may elect to (1) transfer the remaining balance of their respective claims held exclusively against Oi Móvel to the Mobile SPE, pursuant to Clause 4.2.5.2 of the Amendment to the JRP, or (2) use up to the full amount of the outstanding balance of the respective claims in projects to finance the operations of the Recovering Entities or its affiliates.

 

3.3       Unsecured claims.

 

3.3.1    Unsecured Class III Claims.

 

3.3.1.1  Linear Pay Option

 

Under the terms of the Amendment to the JRP, within 45 days of the New GCM, the Unsecured Class III Creditors (as defined in the Plan), with credits in the amount of up to R$3,000 that have not yet been fully settled by the time of the New GCM and that have submitted a qualification or opposition procedural issue by the time of the New GCM may opt for the receipt of their credit amount in full on the electronic platform to be made available by the Oi Group at the web address www.credor.oi.com.br. The option to receive R$3,000 may be exercised, within the same term, by Unsecured Class III Creditors with credits in excess of R$3,000, provided that (i) the credits have not yet been fully settled by the time of the New GCM; (ii) they have already submitted a qualification or opposition procedural issue by the time of the New GCM; and (iii) at the time the option is made, such creditors grant to the Recovering Entities, on the same platform, a settlement for the full amount of their respective credits.

 

3.3.1.2  Buyback Obligation in Liquidity Events

 

The Amendment to the JRP amends Clause 5.2 of the JRP to provide for the prepayment obligation, at a discount, by the Recovering Entities, of the creditors mentioned therein also in the event of one or more Liquidity Events (as such term is defined in the Amendment to the JRP) in the first five years counted from the judicial ratification of the JRP. To this end, the Amendment to the JRP establishes that the Oi Group must allocate 100.0% of the Net Revenue from Liquidity Events (as such term is defined in the Amendment to the JRP) exceeding R$6.5 billion to prepay the credits held by Unsecured Creditors provided for in such Clause, in up to three payment rounds, as described in Clause 5.4 of the Amendment to the JRP.

 

3.3.1.3  Partnered Creditors Loans

 

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01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

Under the terms of the Amendment to the JRP, Oi or its subsidiary InfraCo SPE may raise new funds through credit lines contracted with Unsecured Creditors, up to the amount of R$3.0 billion, guaranteeing equality and opportunity for all Unsecured Creditors, through the prior disclosure of a public notice containing all the terms and conditions of the loan to be contracted in the respective round (“Partnered Creditors Loan”). The conditions of the Partnered Creditors Loan are described in Clause 5.6.5.2 of the Amendment to the JRP. In return for participation in the Partnered Creditors Loan, each creditor will be entitled to the prepayment of its respective credit in an amount equal to 1/3 (one third) of the loan amount offered by such creditor that is effectively used by Oi or InfraCo SPE, under the conditions set forth in Clause 5.6.5.3 of the Amendment to the JRP.

 

3.3.1.4  Reverse Auction

 

The Amendment to the JRP allows the Recovering Entities, at any time during the period of five years counting from the judicial ratification of the Amendment to the JRP, to undertake one or more rounds of advance payment of Unsecured Creditors who offer their respective credits with the highest discount rate in each round (“Reverse Auction”). In each Reverse Auction, the Unsecured Creditor who presents the highest discount percentage over the total amount of its credits will be considered the winner, and so on, under the conditions set forth in Clause 4.7.1 of the Amendment to the JRP.

 

The specific conditions of each Reverse Auction, including any restrictions and minimum discount rules for participation, will be detailed in the respective notice to be disclosed prior to the Reverse Auction, at the web address www.recjud.com.br, and subsequently sent to Unsecured Creditors interested in registering, as set forth in Clause 4.7.4 of the Amendment to the JRP.

 

3.3.2    Unsecured ME/EPP Creditors listed in Class IV.

 

Under the terms of the Amendment to the JRP, within 45 days of the New GCM, the Unsecured ME/EPP Creditors listed in Class IV (as defined in the Plan) with claims up to R$35,000 that have not yet been fully paid at the time of the New GCM and that submitted a qualification or opposition procedural issue by the time of the New GCM may opt to receive the full amount of their credit on the electronic platform to be made available by the Oi Group at www.credor.oi.com.br. The option to receive R$35,000 may also be exercised, within the same term, by the unsecured ME/EPP Creditors listed in Class IV, with credits of more than R$35,000, provided that (i) the credits have not yet been fully paid at the time of the New GCM; (ii) a qualification or opposition procedural issue submitted by them has already been judicially assigned by the time of the New GCM; and (iii) at the time the option is exercised, such creditors grant to the Recovering Entities, on the same platform, settlement of the full amount of their respective credits.

 

4.         Closing of the Judicial Reorganization.

 

Under the terms of the Amendment to the JRP, the judicial reorganization will be closed upon the settlement and effective transfer of Mobile Assets UPI to its respective purchaser, or at an earlier time, if approved by the RJ Court after requested by the Recovering Entities.

 

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Base Date – 03/31/2020

 

 

01131-2 Oi S.A. – UNDER JUDICIAL REORGANIZATION

76.535.764/0001-43

 

 

NOTES TO THE FINANCIAL STATEMENTS

(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

 

 

5.         Oi’s operations after the implementation of the measures provided for in the Amendment to the JRP.

 

If the corporate restructuring for the segregation of the UPIs and the disposal of the UPIs are implemented as set forth in the Amendment to the JRP, the Company will maintain all operations, assets, rights and obligations not expressly transferred to the UPIs, including certain fiber optic assets, fiber and copper backbone and backhaul assets related to the Oi Group’s transportation network, residential, business and corporate customers (including those of a state-owned nature), in addition to digital and IT services (Oi Soluções), as well as field maintenance and installation operations (SEREDE) and customer service (BTCC).

 

With such measures, it is expected that this set of assets will be sufficient to ensure the continuity of the Company’s operations and the payment of its debts under the terms of the Amendment to the JRP.

 

Other information regarding the Amendment to the JRP and the implementation of the measures set forth therein is contained in the documents disclosed on this date by the Company and available on its website (www.oi.com.br/ri) and on CVM’s Sistema Empresas.NET (www.cvm.gov.br).

 

6.         Entire Amendment to the JRP.

 

The entire Amendment to the JRP is available for the Company’s shareholders at the Company’s headquarters and on the websites of the Company (www.oi.com.br/ri), the CVM’s Sistema Empresas.NET (www.cvm.gov.br), and the B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br). A copy of the material submitted to the CVM will also be translated into English and submitted to the U.S. Securities and Exchange Commission on Form 6-K as soon as practicable.

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