Financial instruments and risk management | 39. Financial instruments and risk management Among the financial instruments registered in the Company, there are derivatives that are financial assets or liabilities measured at fair value through profit or loss. At each balance sheet date such assets/liabilities are measured at their fair value. Interest, monetary correction, foreign exchange variation and variations arising from the fair value measurement, where applicable, shall be recognized in the result when incurred, under the line of financial income or expenses. Derivatives are initially recognized at fair value on the date the derivative agreement is entered into, and are subsequently remeasured at fair value. The Company does not apply hedge accounting The company carries out transactions with derivative financial instruments, without speculative purposes, only with the aim of i) reducing risks related to foreign exchange variation and ii) managing interest rate exposure. The Company's derivative financial instruments are specifically represented by swap and options contracts . The company's consolidated financial instruments are being presented in compliance with IFRS 9. The main risk factors that the company is exposed to are as follows: (i) Exchange rate risks The exchange rate risks relate to the possibility of the Company computing i) losses derived from fluctuations in exchange rates by increasing the balances of debt with loans and financing obtained in the market and the corresponding financial expenses or ii) increase in cost in commercial contracts that have some type of link to foreign exchange variation. In order for these types of risks to be mitigated, the company performs: swap contracts with financial institutions with the aim of canceling the impacts arising from the fluctuation of exchange rates on the balance sheet and financial result and commercial contracts with foreign exchange band clauses with the aim of partially mitigating foreign exchange risks or derivative financial instruments to reduce the remaining risks of foreign exchange exposure in commercial contracts. As of December 31, 2022 and 2021, the Company's loans and financings indexed to the variation of foreign currencies are fully protected, both in terms and in value, by swap contracts. Gains or losses on these swap contracts are recorded in the company's earnings. (ii) Interest rate risks Interest rate risks relate to: The possibility of variations in the fair value of the loans obtained by the company indexed to TJLP, IPCA, fixed rate and/or TLP, when such rates pose a risk to the companys perspective of not corresponding proportionally to the rates relating to Interbank Certificates of Deposit (CDI). The Company opted to hedge the exposure linked to the IPCA arising from the issuance of debentures, financing to BNDES (FINAME) and BNB and the exposure to a fixed rate linked to the debt with BNP Paribas, all of them until maturity. The possibility of an unfavorable movement in interest rates would cause an increase in the financial expenses of the Company, as a result of the share of the debt and the passive positions that the Company has in swap contracts linked to floating interest rates (percentage of the CDI). However, on December 31, 2022 and December 31, 2021, the Company maintains its financial resources applied to Interbank Certificates of Deposit (CDI), which substantially reduces this risk. (iii) Credit risk inherent in the provision of services The risk is related to the possibility of the company computing losses derived from the inability of the subscribers to honor the payments of the invoiced amounts. To minimize this risk, the company preventively performs credit analysis of all orders imputed by the sales areas and monitors the accounts receivable of subscribers, blocking the ability to use services, among other actions, if customers do not pay their debts. There are no customers who have contributed more than 10% of net accounts receivable on December 31, 2022 and December 31, 2021 or revenues from services rendered during the years ended December 31, 2022 and December 31, 2021. (iv) Credit risk inherent in the sale of telephone sets and prepaid telephone cards The group's policy for the sale of telephone devices and the distribution of prepaid telephone cards is directly related to the credit risk levels accepted during the normal course of business. The selection of partners, the diversification of the portfolio of accounts receivable, the monitoring of loan conditions, the positions and limits of orders established for traders, the formation of collateral are procedures adopted by the company to minimize possible collection problems with its trading partners. There are no customers who contributed more than 10% of revenues from sale of goods during the year ended December 31, 2022 and 2021. There are no customers who contributed more than 10% of the net accounts receivable from the sale of goods on December 31, 2022 and December 31, 2021. (v) Liquidity risk Liquidity risk arises from the need for cash before the obligations assumed. The company structures the maturities of its non-derivative financial instruments and their respective derivative financial instruments so as not to affect liquidity. See Notes 17 and 21. The liquidity and cash flow management of the Company are carried out daily to ensure that the operational cash generation and prior fund raising, when necessary, are sufficient to maintain its schedule of operational and financial commitments. All financial investments of the Company have daily liquidity and the Management may, even in specific cases: i) revise the dividend payment policy; ii) issue new shares; and/or iii) sell assets to increase liquidity. (vi) Financial credit risk The cash flow forecast is performed by the Finance Executive Board, which monitors the continuous forecasts of the liquidity requirements to ensure that the Company has enough cash to satisfy its operating needs. This forecast takes into account investment plans, debt financing, compliance with contractual clauses, compliance with internal goals and, if applicable, external regulatory or legal requirements. The risk is related to the possibility of the Company posting losses resulting from difficulties in the redemption of short-term interest earning bank deposits and swap contracts, due to possible insolvency of counterparties. The company minimizes the risk associated with these financial instruments by maintaining operations only with financial institutions of recognized market strength, in addition to following a policy that establishes maximum levels of risk concentration per financial institution. Fair value of derivative financial instruments: The derivative financial instruments are presented below: Schedule Of Consolidated Derivative Financial Instruments 2022 2021 Assets Liabilities Assets Liabilities Derivative transactions 276,951 393,372 198,027 208,787 Other derivatives (i) 624,671 - 457,892 - 901,622 393,372 655,919 208,787 Current portion (239,189) (343,142) (134,292) (194,837) Non-current portion 662,433 50,230 521,627 13,950 (i) Other derivatives are instruments of share subscription options represent the option of the Company to subscribe 5.52% of the shares of C6 capital, where the Group/Company paid a share subscription premium in the amount of R$ 23.9 million. As required by IFRS 9, the financial instrument must be valued at its fair value that on December 31, 2022 and December 31, 2021 corresponds to R$ 624 million and R$ 458 million, respectively. The impact of the mark-to-market of the stock conversion option calculated, of R$ 600.1 million, represents the difference in the fair value of the option less the amount paid for the share subscription premium. This financial instrument was measured at fair value and will be subsequently revaluated and recorded in the Companys results for the year, considering the arbitration risks disclosed in Note 29. The long-term derivative financial instruments on December 31, 2022 are due in accordance with the following schedule: Schedule Of Long Term Maturities Of Financial Derivative Instruments Assets 2024 32,141 2025 630,292 >2026 - 662,433 Non-derivative financial liabilities are substantially composed of accounts payable with suppliers, dividends payable and other obligations, the maturity of which will occur in the next 12 months, except for loans and financing and leases, the nominal flows of payments of which are disclosed in Notes 21 and 17. Financial instruments measured at fair value: Schedule of financial instruments measured at fair value 2022 Level 1 Level 2 TOTAL Total assets 2,203,564 901,623 3,105,187 Financial assets at fair value through profit or loss 2,203,564 901,623 3,105,187 Derivative financial instruments - 276,952 276,952 Other derivatives 624,671 624,671 Marketable securities 2,203,564 - 2,203,564 Total liabilities - 393,372 393,372 Financial liabilities at fair value through profit or loss - 393,372 393,372 Derivative financial instruments - 393,372 393,372 2021 Level 1 Level 2 TOTAL Total assets 4,579,528 655,919 5,235,447 Financial assets at fair value through profit or loss 4,579,528 655,919 5,235,447 Derivative financial instruments - 198,027 198,027 Other derivatives - 457,892 457,892 Marketable securities 4,579,528 - 4,579,528 Total liabilities - 208,787 208,787 Financial liabilities at fair value through profit or loss - 208,787 208,787 Derivative financial instruments - 208,787 208,787 The fair value of financial instruments traded on active markets is based on market prices quoted on the balance sheet date. A market is seen as active if quoted prices are ready and regularly available from a stock exchange, distributor, broker, industry group, pricing service, or regulatory agency, and those prices represent real market transactions and that occur regularly on purely commercial basis. These instruments are included in Level 1. The instruments included in Level 1 mainly comprise the equity investments of bank certificates of deposit (CDB) and committed classified as securities for trading. The fair value of financial instruments that are not traded on active markets (e.g. over-the-counter derivatives) is determined through the use of valuation techniques. These valuation techniques maximize the use of data adopted by the market where it is available and rely as little as possible on entity-specific estimates. If all relevant information required for the fair value of an instrument is adopted by the market, the instrument is included in Level 2. If relevant information is not based on data adopted by the market, the instrument is included in Level 3. Specific evaluation techniques used to measure the financial instruments include: · Quoted market prices or quotes of financial institutions or brokers for similar instruments. · The fair value of interest rate swaps · Other techniques, such as analysis of discounted cash flows, available data of the last relevant transaction and analysis of results based on multiples of similar companies, are used to determine the fair value of the remaining financial instruments. The fair values of currency derivative financial instruments and interest rates of the Company were determined by means of future cash flows (active and passive position) using the contracted conditions and bringing these flows to present value through discounts for the use of future interest rate disclosed by market sources. Fair values were estimated at a specific time, based on available information and own evaluation methodologies. Financial assets and liabilities by category The financial instruments of the company by category can be summarized as follows: December 31, 2022 Schedule of financial asset and liabilities Measured at amortized cost Fair value through profit or loss Total Assets, as per balance sheet 8,169,573 3,105,187 11,274,760 Derivative financial instruments - 276,952 276,952 Other derivatives - 624,671 624,671 Trade accounts receivable and other accounts receivable, excluding prepayments 3,978,135 - 3,978,135 Marketable securities - 2,203,564 2,203,564 Cash and cash equivalents 2,548,713 - 2,548,713 Leases 238,646 - 238,646 Judicial deposits 1,377,560 - 1,377,560 Other amounts recoverable 26,519 - 26,519 Measured at amortized cost Fair value through profit or loss Total Liabilities, as per balance sheet 22,700,413 393,372 23,093,785 Loans and financing 4,969,825 4,969,825 Derivative financial instruments - 393,372 393,372 Suppliers and other obligations, excluding legal obligations 4,237,229 - 4,237,229 Lease liabilities 12,831,865 - 12,831,865 Dividends and interest on shareholders' equity payable 661,494 - 661,494 December 31, 2021 Measured at amortized cost Fair value through profit or loss Total Assets, as per balance sheet 9,472,377 5,235,447 14,707,824 Derivative financial instruments - 198,027 198,027 Other derivatives - 457,892 457,892 Trade accounts receivable and other accounts receivable, excluding prepayments 3,253,207 - 3,253,207 Marketable securities - 4,579,528 4,579,528 Cash and cash equivalents 5,228,615 - 5,228,615 Leases 243,121 - 243,121 Judicial deposits 718,773 - 718,773 Other amounts recoverable 28,661 - 28,661 Measured at amortized cost Fair value through profit or loss Total Liabilities, as per balance sheet 16,709,988 208,787 16,918,775 Loans and financing 3,845,465 - 3,845,465 Derivative financial instruments - 208,787 208,787 Suppliers and other obligations, excluding legal obligations 3,267,404 - 3,267,404 Lease liabilities 9,063,539 - 9,063,539 Dividends and interest on shareholders' equity payable 533,580 - 533,580 Regular purchases and sales of financial assets are recognized on the trading date - the date on which the Company undertakes to buy or sell the asset. Investments are initially recognized at fair value. After initial recognition, changes in fair value are recorded in the profit and loss for the year, in the financial income and expenses group. Financial risk hedge policy adopted by the Company The Company's policy establishes that mechanisms must be adopted to protect against financial risks arising from the contracting of financing in foreign currency or indexed to the interest rate, in order to manage said exposure. The contracting of derivative financial instruments against foreign exchange exposure shall occur simultaneously with the contracting of the debt that gave rise to such exposure. The level of coverage to be contracted for such foreign exchange exposures shall be 100% of the risk, both in terms and in value. To cover interest rates, it is up to the Company to elect or not to contract a hedging mechanism, as provided for in the internal policies. On December 31, 2022, there are no margins or guarantees applied to transactions with derivative financial instruments of the Company. The selection criteria of financial institutions follow parameters that take into account the rating The operations with derivative financial instruments contracted by the company and in force on December 31, 2022 and December 31, 2021 are shown in the following table: December 31, 2022 Schedule of financial risk COUNTERPARTY % Coverage AVERAGE SWAP RATES Currency Type of SWAP Debt SWAP Total Debt Total swap (Long position)¹ Long position Short position USD LIBOR x DI KFW/ Finnvera JP Morgan and Bank of America 175,589 175,589 100 LIBOR 6M + 0.75% p.a. 79.00 92.59 BRL IPCA x DI BNB XP and ITAU 249,400 249,166 100 IPCA + 1.221.49% p.a. 67.73 69.50 USD PRE x DI The Bank of Nova Scotia Scotiabank 1,568,683 1,569,829 100 1.733.80% p.a. CDI + 1.05 108.95 BRL PRE x DI BNP Paribas BNP Paribas 515,265 517,727 100 8.34% p.a. CDI + 1.07 BRL IPCA x DI DEBENTURE ITAU 1,796,843 1,796,843 100 IPCA + 4.17% p.a. CDI + 0.95 BRL IPCA x DI BNDES XP 394,139 394,139 100 IPCA + 4.23% p.a. 96.95 1 December 31, 2021 COUNTERPARTY % Coverage AVERAGE SWAP RATES Currency Type of SWAP Debt SWAP Total Debt Total swap (Long position)¹ Long position Short position USD LIBOR x DI KFW/ Finnvera JP Morgan and Bank of America 282,474 282,474 100 LIBOR 6M + 0.75% p.a. 79.00 92.59 USD PRE x DI BNP Paribas BNP Paribas 428,793 429,247 100 3.32% p.a. 155 USD PRE x DI The Bank of Nova Scotia Scotiabank 559,650 559,933 100 1.73% p.a. CDI + 1.05 BRL PRE x DI BNP Paribas BNP Paribas 515,166 517,843 100 8.34% p.a. CDI + 1.07 BRL IPCA x DI DEBENTURE ITAU 1,696,999 1,696,999 100 IPCA + 4.17% p.a. CDI + 0.95 BRL IPCA x DI BNDES XP 396,281 396,281 100 IPCA + 4.23% p.a. 96.95 1 In March 2022, the Company entered into a call option transaction in the total notional amount of USD 63 7 17.1 Position showing the sensitivity analysis effect of variations in the fair value of the swaps For the purpose of identifying possible distortions arising from operations with consolidated derivative financial instruments currently in force, a sensitivity analysis was performed considering the variables CDI, US dollar (USD), Libor and IPCA, individually, in three distinct scenarios (probable, possible and remote), and their respective impacts on the results obtained. Our assumptions basically observed the individual effect of the CDI, USD, Libor and IPCA variation used in the transactions as the case may be, and for each scenario the following percentages and quotes were used: Schedule Of Sensitivity Analysis Of Derivative Financial Instrument Sensitivity scenario Fair value in USD, EUR, BRL and IPCA (1) A) ∆ Accumulated variation in debt Fair value of the active tip of the swap (+) Fair value of the passive tip of the swap (-) Swap result B) ∆ Accumulated variation in swap C) Final Result (B-A) Dec 2022 4,006,850 - 4,006,850 (4,123,508) (116,658) - - CDI probable 4,006,850 - 4,006,850 (4,123,508) (116,658) - - possible 4,005,860 (989) 4,005,860 (4,150,476) (144,616) (27,957) (26,968) remote 4,004,918 (1,931) 4,004,918 (4,176,904) (171,986) (55,327) (53,396) USD probable 4,006,850 - 4,006,850 (4,123,508) (116,658) - - possible 4,430,671 423,822 4,430,671 (4,123,508) 307,163 423,822 - remote 4,854,493 847,644 4,854,493 (4,123,508) 730,985 847,644 - Libor probable 4,006,850 - 4,006,850 (4,123,508) (116,658) - - possible 4,009,675 2,826 4,009,675 (4,123,508) (113,833) 2,826 - remote 4,012,501 5,652 4,012,501 (4,123,508) (111,007) 5,652 - IPCA probable 4,006,850 - 4,006,850 (4,123,508) (116,658) - - possible 3,883,686 (123,164) 3,883,686 (4,123,508) (239,822) (123,164) - remote 3,769,695 (237,154) 3,769,695 (4,123,508) (353,813) (237,154) - (1) (KFW Finnvera, Scotia, BNB, BNP Paribas, Debenture and BNDES. Schedule of risk variable of derivative financial instruments Risk variable Sensitivity scenario CDI USD Libor IPCA CDI Probable 13.65 5.2177 5.15 5.78 Possible 17.06 5.2177 5.15 5.78 Remote 20.48 5.2177 5.15 5.78 USD Probable 13.65 5.2177 5.15 5.78 Possible 13.65 6.5221 5.15 5.78 Remote 13.65 7.8266 5.15 5.78 Libor Probable 13.65 5.2177 5.15 5.78 Possible 13.65 5.2177 6.44 5.78 Remote 13.65 5.2177 7.73 5.78 IPCA Probable 13.65 5.2177 5.15 5.78 Possible 13.65 5.2177 5.15 7.23 Remote 13.65 5.2177 5.15 8.67 As the Company has derivative financial instruments for the purposes of protection of its respective financial liabilities, the changes in the scenarios are accompanied by the respective object of protection, thus showing that the effects related to the exposure generated in the swaps It is noteworthy that the operations with derivative financial instruments contracted by the company have as sole objective the patrimonial protection. In this way, an improvement or worsening in their respective market values will be equivalent to an inverse movement in the corresponding portions of the value of the financial debt contracted, object of the derivative financial instruments of the company. The sensitivity analyses for derivative financial instruments in force on December 31, 2022 were carried out considering, basically, the assumptions related to changes in market interest rates and the change in the US dollar used in swap contracts. The use of these assumptions in the analysis is due exclusively to the characteristics of derivative financial instruments, which have exposure only to changes in interest and exchange rates. Chart of gains and losses with derivatives during the year Schedule of capital management 2022 2021 Net income from derivative operations (364,638) (87,603) Income (loss) from operations with other derivatives 160,414 285,009 Capital Management The Group's objectives in managing its capital are to safeguard its business continuity capacity to offer return to shareholders and benefits to the other stakeholders besides maintaining a capital structure to reduce this cost. To maintain or adjust the group's capital structure, management may review the dividend payment policy, return capital to shareholders, or issue new shares or sell assets to reduce, for example, the level of debt. The financial leverage ratios on December 31, 2022 and December 31, 2021 can be summarized as follows: Schedule of capital management 2022 2021 2020 Total loans and derivatives (Note 21 and 39) 4,461,574 3,398,333 1,879,109 Leases - Liabilities (Note 17) 12,831,865 9,063,539 8,378,835 Leases - Assets (Note 17) (238,646) (243,121) (162,198) Less: Cash and cash equivalents (Note 4) (2,548,713) (5,228,615) (2,575,290) FIC (Note 5) (2,203,564) (4,568,020) (2,070,438) Net debt 12,302,516 2,422,116 5,450,018 Other derivatives (Note 39) 624,671 457,892 161,429 Financing of 5G License 895,094 843,020 - Adjusted net debt 13,822,281 3,723,028 1,828,254 EBITDA (i) (last 12 months) 9,987,091 9,447,727 8,330,038 Leverage ratio 1.38 0.39 0.65 Reconciliation, net profit for the year: Net profit for the year 1,670,755 2,957,174 1,828,254 Finance income (cost), net 1,439,008 652,806 5,527,012 Income tax and social contribution 50,153 146,051 810,622 Depreciation and amortization 6,827,175 5,691,696 164,150 LAJIDA (EBITDA) (i) 9,987,091 9,447,727 8,330,038 (i) Lajida: income before interest, taxes, depreciation and amortization. EBIDTA - Earnings before finance income (expense) including foreign exchange, tax, depreciation and amortization (it is not an accounting metric). This is presented as required for determining the Company's leverage rates for the debt covenants. Changes in financial liabilities Changes in liabilities arising from financing activities such as loans and financing, lease liabilities lease and financial instruments are presented below: Schedule of changes in financial liabilities Loans and financing Lease liabilities Derivative financial instruments (Assets) Liabilities December 31, 2021 3,845,465 9,063,539 (447,132) Inflows 1,568,343 2,472,827 (166,779) Cozani acquisition opening balance 04/30/2022 - 2,929,448 - Cancellations - (93,491) - Financial expenses 298,718 1,329,839 345,184 Foreign exchange variations, net (19,567) - 19,454 Payment (723,134) (2,870,297) (258,978) December 31, 2022 4,969,825 12,831,865 (508,251) Loans and financing Lease liabilities Derivative financial instruments (Assets) Liabilities December 31, 2020 2,345,032 8,378,835 (465,922) Inflows 3,062,000 2,041,474 (296,464) Cancellations - (202,379) - Financial expenses 167,857 858,260 148,177 Foreign exchange variations, net 60,463 - (60,574) Payment (1,789,887) (2,012,651) 227,651 December 31, 2021 3,845,465 9,063,539 (447,132) |