TIM(US:TIMB)2023-03-30 23:59Financial Performance - The net profit for the fiscal year 2022 was R$1,670,755,074.45 (approximately $320 million) [15] - The allocation of the net profit includes R$1,400,000,000.00 (approximately $270 million) as interest on shareholders' equity, with a gross value of R$0.5783 per share [15] - A complementary dividend of R$600,000,000.00 (approximately $115 million) was approved, to be paid on April 18, 2023 [15] - The company allocated R$166,109,541.43 (approximately $32 million) for profit reserve and R$75,232,276.65 (approximately $15 million) for legal reserve [15] Corporate Governance - The Board of Directors was composed of 10 effective members, approved by the majority of votes cast [17] - The management's report and financial statements for the fiscal year ended December 31, 2022, were approved by the shareholders [13] - The independent auditors' report from Ernst & Young was acknowledged during the meeting [13] - The company’s Fiscal Council's opinion was considered in the allocation of results for the fiscal year 2022 [14] - The annual global compensation for the Board of Directors is set at R$4,860,000.00, with individual allocations based on Board resolutions [32] - The annual global compensation for the Board of Officers is R$78,193,000.00, with 71.4% allocated to short and long-term variable compensation [32] - The Fiscal Council will consist of three regular members and three alternate members, with terms lasting until the Annual Shareholders' Meeting in 2024 [30] - The company confirmed that all elected members of the Board of Directors meet the qualifications established by Brazilian law [23] Mergers and Acquisitions - The merger of the wholly-owned subsidiary Cozani RJ Infraestrutura e Redes de Telecomunicações S.A. into TIM S.A. was proposed and discussed [10] - The company approved the merger under specific conditions, including obtaining prior consent from the Brazilian National Telecommunications Agency (ANATEL) [38] - The company appointed Apsis Consultoria e Avaliações Ltda. to prepare the Appraisal Report as required by Brazilian Corporate Law [36] - The merger aims to strengthen TIM S.A.'s position in the telecommunications market and improve service coverage and quality [52] - The total value of COZANI's shareholders' equity to be merged is R$1,041,136,009.47 (approximately $1.04 billion) [58] - The approval of the merger protocol received 99.05% support, with 2,021,815,845 shares voting in favor [45] - The merger between COZANI and TSA is contingent upon obtaining prior consent from the Brazilian National Telecommunications Agency (ANATEL) and fulfilling operational procedures [59] - COZANI will be extinguished on the Effective Date, with all its assets transferred to TSA, resulting in the cancellation of 3,002,871,878 common shares [61] - TSA will succeed COZANI in its rights and obligations on the Effective Date, assuming responsibility for COZANI's obligations [67] - The merger proposal will be submitted for approval at extraordinary general meetings of both TSA and COZANI [66] - There is no substitution ratio for shares as COZANI is wholly owned by TSA, eliminating minority shareholder interests [64] - TSA's management is authorized to take necessary measures to implement the merger once approved [68] Financial Management - The company reported a significant increase in trade accounts receivable, reflecting a rise in user demand for telecommunications services [115] - The provision for expected credit losses was adjusted based on the subscriber portfolio profile, resulting in a reduction in accounts receivable [116] - Deferred income tax assets were recognized only with a profitable track record, indicating a cautious approach to future tax liabilities [118] - The company capitalized costs related to dismantling towers and equipment, impacting property, plant, and equipment valuations [122] - Leases are capitalized at the lower of the fair value of the leased asset and the present value of payments, affecting financial liabilities [126] - Cash and cash equivalents are measured at amortized cost, ensuring liquidity for operational needs [113] - The company maintains a robust framework for managing financial assets, ensuring compliance with accounting standards [114] - The estimated useful lives of assets are considered in depreciation calculations, impacting financial performance metrics [121] - Deferred revenues relate to prepaid system services that customers have not yet used, impacting future revenue recognition [129] - Liabilities are recognized when there is a present obligation, with estimates based on the best risk assessments [130] - The company’s capital structure includes both equity and debt, influencing its financial stability [141] - Cash flow generated from operations is critical for covering interest and dividends, reflecting the company's financial health [143] - The company’s enterprise value is a key indicator of its overall economic worth [163] - Goodwill represents future economic benefits from assets that cannot be individually identified [190] - The company’s net debt includes cash equivalents and financial obligations, impacting liquidity and financial leverage [185] - Operating assets are essential for the company's core operations, directly affecting revenue generation [187] - The fair market value of assets is determined by potential transactions between informed buyers and sellers [167] - The company’s investment property is held for rental income and capital appreciation, contributing to overall asset value [179]