20) LOANS, FINANCING AND DEBENTURES
a) Breakdown
|
|
|
Information as of December 31, 2017 |
|
12/31/17 |
|
12/31/16 |
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|
|
|
Currency |
|
Annual interest rate |
|
Maturity |
|
Garantees |
|
Current |
|
Non-current |
|
Total |
|
Current |
|
Non-current |
|
Total |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,478,656 |
|
2,237,192 |
|
3,715,848 |
|
1,480,382 |
|
2,901,521 |
|
4,381,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Institutions (a.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
820,468 |
|
1,456,624 |
|
2,277,092 |
|
711,848 |
|
2,158,303 |
|
2,870,151 |
|
BNDES FINEM |
|
URTJLP |
|
TJLP+ |
0 |
|
to |
4.08 |
% |
7/15/2019 |
|
(1) |
|
371,946 |
|
213,958 |
|
585,904 |
|
363,734 |
|
567,110 |
|
930,844 |
|
BNDES FINEM |
|
URTJLP |
|
|
|
|
|
|
|
|
|
(3) |
|
— |
|
— |
|
— |
|
29,319 |
|
— |
|
29,319 |
|
BNDES FINEM |
|
URTJLP |
|
TJLP+ |
0 |
|
to |
3.38 |
% |
8/15/2020 |
|
(3) |
|
184,007 |
|
303,560 |
|
487,567 |
|
182,737 |
|
480,510 |
|
663,247 |
|
BNDES FINEM |
|
R$ |
|
|
|
|
|
5.00 |
% |
11/15/2019 |
|
(3) |
|
14,654 |
|
13,377 |
|
28,031 |
|
14,686 |
|
27,971 |
|
42,657 |
|
BNDES FINEM |
|
URTJLP |
|
TJLP+ |
0 |
|
to |
3.12 |
% |
1/15/2023 |
|
(3) |
|
101,879 |
|
413,552 |
|
515,431 |
|
7,596 |
|
499,442 |
|
507,038 |
|
BNDES FINEM |
|
R$ |
|
|
4.00 |
% |
to |
6.00 |
% |
1/15/2023 |
|
(3) |
|
37,061 |
|
132,092 |
|
169,153 |
|
12,320 |
|
163,222 |
|
175,542 |
|
BNDES FINEM |
|
R$ |
|
Selic Acum. |
D-2 |
|
+ |
2.32 |
% |
1/15/2023 |
|
(3) |
|
70,426 |
|
305,952 |
|
376,378 |
|
1,408 |
|
340,600 |
|
342,008 |
|
BNDES PSI |
|
R$ |
|
|
2.5 |
% |
to |
5.5 |
% |
1/15/2023 |
|
(2) |
|
25,405 |
|
19,413 |
|
44,818 |
|
92,508 |
|
44,698 |
|
137,206 |
|
BNB |
|
R$ |
|
|
7.06 |
% |
to |
10 |
% |
8/18/2022 |
|
(4) |
|
15,090 |
|
54,720 |
|
69,810 |
|
7,540 |
|
34,750 |
|
42,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suppliers (a.2) |
|
R$ |
|
|
101.4 |
% |
to |
109.4 |
% of CDI |
12/31/2018 |
|
|
|
607,152 |
|
— |
|
607,152 |
|
722,591 |
|
— |
|
722,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease (a.3) |
|
R$ |
|
|
|
|
|
IPCA and IGP-M |
|
8/31/2033 |
|
|
|
51,036 |
|
334,424 |
|
385,460 |
|
45,943 |
|
328,485 |
|
374,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent Consideration (a.4) |
|
R$ |
|
|
|
|
|
Selic |
|
|
|
|
|
— |
|
446,144 |
|
446,144 |
|
— |
|
414,733 |
|
414,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
142,299 |
|
82,955 |
|
225,254 |
|
1,062,593 |
|
225,271 |
|
1,287,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Institutions (a.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
142,299 |
|
82,955 |
|
225,254 |
|
1,062,593 |
|
225,271 |
|
1,287,864 |
|
BNDES FINEM |
|
UMBND |
|
|
ECM |
|
+ |
2.38 |
% |
7/15/2019 |
|
(1) |
|
142,299 |
|
82,955 |
|
225,254 |
|
136,850 |
|
225,271 |
|
362,121 |
|
Resolution 4131 - Scotiabank and Bank of America |
|
US$ |
|
|
|
|
|
|
|
|
|
|
|
— |
|
— |
|
— |
|
925,743 |
|
— |
|
925,743 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,620,955 |
|
2,320,147 |
|
3,941,102 |
|
2,542,975 |
|
3,126,792 |
|
5,669,767 |
(1)Guarantee in receivables relating to 15% of the outstanding debt balance or four times the largest installment, whichever is higher.
(2)Pledge of financed assets.
(3)Assignment of receivables corresponding to 20% of outstanding debt balance or 1 time the last installment of sub-credit facility "A" (UMIPCA) plus 5 times the last installment of each of the other sub-credit facilities, whichever is greater.
(4)Bank guarantee provided by Banco Safra in an amount equivalent to 100% of the outstanding financing debt balance. Setting up a liquidity fund represented by financial investments in the amount equivalent to three installments of repayment referenced to the average post-grace period performance. Balances were R$11,722 and R$10,773 at December 31, 2017 and 2016, respectively.
a.1) Loans and financing
Some financing agreements with the BNDES described above, have lower interest rates than those prevailing on the market. These operations fall within the scope of IAS 20 and thus the subsidies granted by BNDES were adjusted to present value deferred in accordance with the useful lives of the financed assets, resulting in a balance until December 31, 2017 as of R$32,155 (R$47,346 at December 31, 2016), note 19.
a.2) Financing - Suppliers
Under bilateral agreements with suppliers, the Company obtained extension of the terms for payment of trade accounts payable at a cost based on fixed CDI rate for the corresponding periods, with the net cost equivalent to between 101.4% to 109.4% of CDI (108.4% of CDI as of December 31, 2016).
a.3) Finance lease
The Company has agreements classified as finance lease agreements in the condition of lessee relate to: (i) lease of towers and rooftops arising from sale and finance leaseback transactions; (ii) lease of Built to Suit ("BTS") sites to install antennas and other equipment and transmission facilities; (iii) lease of information technology equipment and; (iv) lease of infrastructure and transmission facilities associated with the power transmission network. The net carrying amount of the assets has remained unchanged until sale thereof, and a liability is recognized corresponding to the present value of mandatory minimum installments of the agreement.
The amounts recorded in property, plant and equipment are depreciated over the estimated useful lives of the assets or the lease term, whichever is shorter.
The balance of amounts payable relating to aforementioned transactions comprises the following effects:
|
|
|
12/31/17 |
|
12/31/16 |
|
Nominal value payable |
|
787,147 |
|
831,479 |
|
Unrealized financial expenses |
|
(401,687) |
|
(457,051) |
|
Present value payable |
|
385,460 |
|
374,428 |
|
|
|
|
|
|
|
Current |
|
51,036 |
|
45,943 |
|
Noncurrent |
|
334,424 |
|
328,485 |
Aging list of finance lease payable at December 31, 2017 is as follows:
|
|
|
Nominal value |
|
Present value |
|
|
|
payable |
|
payable |
|
Up to 1 year |
|
57,865 |
|
51,036 |
|
From 1 to 5 years |
|
201,057 |
|
144,963 |
|
Over five years |
|
528,225 |
|
189,461 |
|
Total |
|
787,147 |
|
385,460 |
There are no unsecured residual values resulting in benefits to the lessor or contingent payments recognized as revenue at December 31, 2017 and 2016.
a.4) Contingent consideration
As part of the Purchase and Sale Agreement and Other Covenants executed by and between the Company and Vivendi to acquire all shares in GVTPart (Note 1c.3), a contingent consideration relating to the judicial deposit made by GVT for the monthly installments of deferred income tax and social contribution on goodwill amortization was agreed, arising from the corporate restructuring process completed by GVT in 2013. If these funds are realized (being reimbursed, refunded, or via netting), they will be returned to Vivendi, as long as they are obtained in a final unappeasable decision. Reimbursement will be made within 15 years and this amount is subject to monthly restatement at the SELIC rate.
b) Debentures
Information on the debentures at December 31, 2017 and 2016:
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|
|
Information as of "December 31,172017 |
|
12/31/17 |
|
12/31/16 |
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Amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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||
|
Issue |
|
Issue date |
|
Maturity |
|
Issued |
|
Outstanding |
|
Issue value |
|
Remuneration p.a. |
|
Current |
|
Non-current |
|
Total |
|
Current |
|
Non-current |
|
Total |
|||
|
4th issue – Series 3 |
|
10/15/2009 |
|
10/15/2019 |
|
810,000 |
|
23,557 |
|
810,000 |
|
|
|
IPCA+ |
4.00 |
% |
312 |
|
40,010 |
|
40,322 |
|
307 |
|
36,990 |
|
37,297 |
|
1st issue – Minas Comunica |
|
12/17/2007 |
|
7/5/2021 |
|
5,550 |
|
5,550 |
|
55,500 |
|
|
|
IPCA+ |
0.50 |
% |
24,088 |
|
72,264 |
|
96,352 |
|
— |
|
97,308 |
|
97,308 |
|
3rd issue |
|
9/10/2012 |
|
9/10/2017 |
|
200,000 |
|
200,000 |
|
2,000,000 |
|
100 |
% |
of CDI + |
0.75 |
% |
— |
|
— |
|
— |
|
2,086,763 |
|
— |
|
2,086,763 |
|
4th issue |
|
4/25/2013 |
|
4/25/2018 |
|
130,000 |
|
130,000 |
|
1,300,000 |
|
100 |
% |
of CDI + |
0.68 |
% |
1,317,513 |
|
— |
|
1,317,513 |
|
33,434 |
|
1,299,505 |
|
1,332,939 |
|
5th issue |
|
2/8/2017 |
|
2/8/2022 |
|
200,000 |
|
200,000 |
|
2,000,000 |
|
108.25 |
% |
of CDI |
|
|
64,397 |
|
1,996,517 |
|
2,060,914 |
|
— |
|
— |
|
— |
|
6th issue |
|
11/27/2017 |
|
11/27/2020 |
|
100,000 |
|
100,000 |
|
1,000,000 |
|
100 |
% |
of CDI + |
0.24 |
% |
6,176 |
|
999,462 |
|
1,005,638 |
|
— |
|
— |
|
— |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,412,486 |
|
3,108,253 |
|
4,520,739 |
|
2,120,504 |
|
1,433,803 |
|
3,554,307 |
Transaction costs in connection with the 4th, 5th and 6th issues, totaling R$5,422 at December 31, 2017 (R$495 at December 31, 2016, 3th and 4th issues), were allocated as a reduction of liabilities as costs to be incurred and are recognized as financial expenses, according to the contractual terms of each issue.
c) Repayment schedule
At December 31, 2017, breakdown of noncurrent loans, financing, finance lease, debentures and contingent consideration by year of maturity is as follows:
|
|
|
Loans and |
|
|
|
|
|
Contingent |
|
|
|
Year |
|
financing |
|
Debentures |
|
Finance lease |
|
Consideration |
|
Total |
|
2019 |
|
737,548 |
|
64,098 |
|
43,810 |
|
— |
|
845,456 |
|
2020 |
|
353,587 |
|
1,024,088 |
|
37,140 |
|
— |
|
1,414,815 |
|
2021 |
|
226,244 |
|
1,024,088 |
|
32,705 |
|
— |
|
1,283,037 |
|
2022 |
|
204,427 |
|
995,979 |
|
31,308 |
|
— |
|
1,231,714 |
|
2023 onwards |
|
17,773 |
|
— |
|
189,461 |
|
446,144 |
|
653,378 |
|
Total |
|
1,539,579 |
|
3,108,253 |
|
334,424 |
|
446,144 |
|
5,428,400 |
d) Covenants
There are loans and financing with BNDES and debentures with specific covenants involving a penalty in the event of breach of contract. A breach of contract provided for in the agreements with the institutions listed above is characterized as noncompliance with covenants (analyzed on a quarterly, half-yearly or yearly basis), being a breach of a contractual clause, resulting in the early maturity of the contract.
At December 31, 2017 and 2016 all economic and financial indexes established in existing contracts have been achieved.
e) Changes
Changes in loans and financing, debentures, finance lease agreements and contingent considerations are as follows:
|
|
|
Loans and |
|
|
|
|
|
Financing - |
|
Contingent |
|
|
|
|
|
financing |
|
Debentures |
|
Finance lease |
|
Suppliers |
|
Consideration |
|
Total |
|
Balance at 12.31.15 |
|
4,773,489 |
|
3,544,714 |
|
296,684 |
|
1,228,682 |
|
377,721 |
|
10,221,290 |
|
Additions |
|
466,629 |
|
— |
|
61,866 |
|
666,085 |
|
— |
|
1,194,580 |
|
Government grants (Note 19) |
|
(12,040) |
|
— |
|
— |
|
— |
|
— |
|
(12,040) |
|
Financial charges (Note 26) |
|
424,867 |
|
486,178 |
|
63,003 |
|
50,038 |
|
37,012 |
|
1,061,098 |
|
Issue costs |
|
— |
|
495 |
|
— |
|
— |
|
— |
|
495 |
|
Foreign exchange variation (Note 26) |
|
(272,795) |
|
— |
|
— |
|
— |
|
— |
|
(272,795) |
|
Write-offs (payments) |
|
(1,222,135) |
|
(477,080) |
|
(47,125) |
|
(1,222,214) |
|
— |
|
(2,968,554) |
|
Balance at 12.31.16 |
|
4,158,015 |
|
3,554,307 |
|
374,428 |
|
722,591 |
|
414,733 |
|
9,224,074 |
|
Additions |
|
55,876 |
|
3,000,000 |
|
13,462 |
|
571,444 |
|
— |
|
3,640,782 |
|
Government grants (Note 19) |
|
(1,581) |
|
— |
|
— |
|
— |
|
— |
|
(1,581) |
|
Financial charges (Note 26) |
|
300,153 |
|
485,295 |
|
45,265 |
|
70,603 |
|
31,411 |
|
932,727 |
|
Issue costs |
|
— |
|
(4,926) |
|
— |
|
— |
|
— |
|
(4,926) |
|
Foreign exchange variation (Note 26) |
|
15,846 |
|
— |
|
— |
|
— |
|
— |
|
15,846 |
|
Write-offs (payments) |
|
(2,025,963) |
|
(2,513,937) |
|
(47,695) |
|
(757,486) |
|
— |
|
(5,345,081) |
|
Balance at 12.31.17 |
|
2,502,346 |
|
4,520,739 |
|
385,460 |
|
607,152 |
|
446,144 |
|
8,461,841 |
The following is a summary of funding and payments made during the year ended December 31, 2017.
|
|
|
|
|
Write-offs (payments) |
||||
|
|
|
Additions |
|
Principal |
|
Financial |
|
Total |
|
Loans and financing |
|
55,876 |
|
(1,781,261) |
|
(244,702) |
|
(2,025,963) |
|
BNDES |
|
15,998 |
|
(825,256) |
|
(213,752) |
|
(1,039,008) |
|
BNB |
|
39,878 |
|
(11,808) |
|
(4,073) |
|
(15,881) |
|
Resolution 4131 - Scotiabank and Bank of America |
|
— |
|
(944,197) |
|
(26,877) |
|
(971,074) |
|
Debêntures |
|
3,000,000 |
|
(2,000,000) |
|
(513,937) |
|
(2,513,937) |
|
4th issue – Series 3 |
|
— |
|
— |
|
(1,522) |
|
(1,522) |
|
3rd issue |
|
— |
|
(2,000,000) |
|
(246,817) |
|
(2,246,817) |
|
4th issue |
|
— |
|
— |
|
(151,152) |
|
(151,152) |
|
5th issue |
|
2,000,000 |
|
— |
|
(114,446) |
|
(114,446) |
|
6th issue |
|
1,000,000 |
|
— |
|
— |
|
— |
|
Suppliers |
|
571,444 |
|
(668,512) |
|
(88,974) |
|
(757,486) |
|
Finance lease |
|
13,462 |
|
(35,722) |
|
(11,973) |
|
(47,695) |
|
Total |
|
3,640,782 |
|
(4,485,495) |
|
(859,586) |
|
(5,345,081) |
Additions
Loans and Financing
Banco do Nordeste ("BNB")
On May 12, 2017, draw-downs were made related to the agreement signed on August 18, 2014 in the total amount of R$39,878. The rates of this contract are 7.06% p.a. to 10.0% p.a., total term of 8 years, with interest payments and principal repayments in 72 monthly and successive installments. These resources were destined to investment and expansion projects for the Brazil's Northeast region.
BNDES FINEM
Contract 14.2.1192.1: On December 30, 2014, a financing line of R$1,000,293 was contracted, with rates of: (i) TJLP + 0 to 3.12% p.a; (ii) 4% p.a; (iii ) Selic + 2.32% p.a, total term of 8 years, with a grace period ending on January 15, 2018. After the grace period, interest and principal repayments will be paid in 60 monthly and successive installments; and (iv) 6% a.a. total term of 7 years, with a grace period ending on January 15, 2017. After the grace period, interest and principal repayments will be paid in 60 monthly and successive installments.
During 2017, three disbursements related to this agreement were made in the amount of R$15,998.
These disbursements refer to a financial support plan linked to projects carried out in the 2014-2016 triennium, aiming at expansion in the areas of operation.
Debentures
5th Issue
At a meeting held on January 26, 2017, the Company's Board of Directors approved the 5th issue of simple debentures, non-convertible into shares of the Company, in a single series, unsecured, in the total amount of R$2,000,000, which were subject to public placement with restricted efforts, under a firm guarantee regime, in the terms of ICVM 476/09.
On February 8, 2017, the Company issued 200,000 debentures, with a par value equivalent to R$10. The debentures have a maturity of five years and the nominal unit value of each of the debentures will not be monetarily restated.
Remuneration interest corresponds to 108.25% of the accumulated variation of the average daily rates of one-day Interbank Deposits ("DI").
6th Issue
At a meeting held on November 13, 2017, the Company's Board of Directors approved the 6th issue of simple debentures, non-convertible into shares of the Company, in a single series, unsecured, in the total amount of R$1,000,000, which were subject to public placement with restricted efforts, under a firm guarantee regime, in the terms of ICVM 476/09.
On November 27, 2017, the Company issued 100,000 debentures, with a par value equivalent to R$10. The debentures have a maturity of three years and the nominal unit value of each of the debentures will not be monetarily restated.
Remuneration interest corresponds to 100.00% of the accumulated variation of the average daily rates of one-day Interbank Deposits ("DI"), plus a spread equivalent to 0.24%.