Indicate by check mark
whether the registrant by furnishing the
information contained in this Form is
also thereby furnishing the
information to the Commission pursuant to Rule
12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
Brasil Telecom Participações S.A. | ||
Report of independent
accountants on special review |
||
Quarter ended September 30, 2004 | ||
(A translation of the original report in Portuguese as filed with the Brazilian Securities Commission - CVM containing quarterly financial information prepared in accordance with accounting practices adopted in Brazil and the regulations issued by the CVM) |
FEDERAL PUBLIC SERVICE | |
SECURITIES AND EXCHANGE COMMISSION (CVM) | CORPORATE LAW |
QUARTERLY INFORMATION | |
COMMERCIAL COMPANY INDUSTRIAL AND OTHERS | Period-ended: September 30, 2004 |
REGISTRATION AT THE CVM DOES NOT REQUIRE ANY EVALUATION OF THE COMPANY, BEING ITS DIRECTOR RESPONSIBLE FOR THE VERACITY OF THIS INFORMATION. |
01.01 - IDENTIFICATION
1 - CVM CODE 01768-0 |
2 - COMPANY NAME BRASIL TELECOM PARTICIPAÇÕES S.A. |
3 - GENERAL TAXPAYERS REGISTER 02.570.688/0001-70 |
4 - NIRE 5.330.000.581-8 |
01.02 - ADDRESS OF COMPANY HEADQUARTERS
1 - COMPLETE ADDRESS SIA/SUL - APS - LOTE D - BL B - 1º ANDAR |
2 - DISTRICT SIA | |||
3 - ZIP CODE 71215-000 |
4 - MUNICIPALITY BRASÍLIA |
5 - STATE DF | ||
6 - AREA CODE 061 |
7 - TELEPHONE NUMBER 415-1440 |
8 - TELEPHONE NUMBER 415-1256 |
9 - TELEPHONE NUMBER 415-1119 |
10 - TELEX |
11 - AREA CODE 061 |
12 - FAX 415-1133 |
13 - FAX 415-1315 |
14 - FAX 415-1169 |
|
15 - E-MAIL ri@brasitelecom.com.br |
01.03 - INVESTOR RELATIONS DIRECTOR (Address for correspondence to Company)
1 - NAME PAULO PEDRÃO RIO BRANCO | ||||
2 - COMPLETE ADDRESS SIA/SUL - APS - LOTE D- BL B - TÉRREO |
3 - DISTRICT BRASÍLIA | |||
4 - ZIP CODE 71215-000 |
5 - MUNICIPALITY BRASÍLIA |
6 - STATE DF | ||
7 - AREA CODE 061 |
8 - TELEPHONE NUMBER 415-1440 |
9 - TELEPHONE NUMBER - |
10 - TELEPHONE NUMBER - |
11 - TELEX |
12 - AREA CODE 061 |
13 - FAX 415-1593 |
14 - FAX - |
15 - FAX - |
|
15 - E-MAIL paulopedrao@brasiltelecom.com.br |
01.04 - REFERENCE / INDEPENDENT ACCOUNTANT
CURRENT FISCAL YEAR | CURRENT QUARTER | PRIOR QUARTER | |||||
1 - BEGINNING | 2 - ENDING | 3 - QUARTER | 4 - BEGINNING | 5 - ENDING | 6 - QUARTER | 7 - BEGINING | 8 - ENDING |
01/01/2004 | 12/31/2004 | 3 | 07/01/2004 | 09/30/2004 | 2 | 04/01/2003 | 06/30/2003 |
9 - NAME/COMPANY NAME AUDITOR KPMG AUDITORES INDEPENDENTES |
10 - CVM CODE 00418-9 | ||||||
11 - NAME TECHINICAL RESPONSIBLE MANUEL FERNANDES RODRIGUES DE SOUSA |
12 - CPF TECHINICAL RESPONSIBLE 783.840.017-15 |
01.05 - COMPOSITION OF ISSUED CAPITAL
1 - QUANTITY OF SHARES (IN THOUSANDS) |
2 - CURRENT QUARTER 09/30/2004 |
3 - PRIOR QUARTER 06/30/2004 |
4 - SAME QUARTER OF PRIOR YEAR 09/30/2003 |
ISSUED CAPITAL | |||
1 - COMMON | 134,031,688 | 134,031,688 | 134,031,688 |
2 - PREFERRED | 226,007,753 | 226,007,753 | 222,670,188 |
3 - TOTAL | 360.039.441 | 360,039,441 | 356,701,876 |
TREASURY SHARES | |||
4 - COMMON | 1,480,800 | 1,480,800 | 1,480,800 |
5 - PREFERRED | 0 | 0 | 0 |
6 - TOTAL | 1,480,800 | 1,480,800 | 1,480,800 |
01.06 - COMPANYS CHARACTERISTICS
1 - TYPE OF COMPANY INDUSTRIAL, COMMERCIAL COMPANIES AND OTHERS |
2 - SITUATION OPERATING |
3 - TYPE OF CAPITAL CONTROL NATIONAL PRIVATE |
4 - ACTIVITY CODE 113 - TELECOMMUNICATION |
5 - MAIN ACTIVITY PROVIDING SWITCHED FIXED TELEPHONE SERVICE (STFC) |
6 - TYPE OF CONSOLIDATED TOTAL |
7 - TYPE OF ACCOUNTANTS REVIEW REPORT UNQUALIFIED |
01.07 - SUBSIDIARIES EXCLUDED FROM THE CONSOLIDATED STATEMENT
1 - ITEM | 2 - GENERAL TAXPAYERS REGISTER | 3 - NAME |
01.08 - DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
1 - ITEM | 2 - EVENT | 3 - APPROVAL | 4 - DIVIDEND | 5 - BEGINNING PAYMENT | 6 - TYPE OF SHARE | 7 - VALUE OF THE DIVIDEND PER SHARE |
01.09 - CAPITAL STOCK COMPOSITION AND ALTERATION IN CURRENT YEAR
1 - ITEM | 2 - ALTERATION DATE | 3 - CAPITAL STOCK (In R$ thousands) |
4 - VALUE OF ALTERATION (In R$ thousands) |
5 - ORIGIN OF ALTERATION | 6 - QUANTITY OF ISSUED SHARES (In R$ thousands) |
7 - ISSUED PRICE OF SHARES (In R$) |
01 | 03/18/2004 | 2,568,240 | 23,808 | CAPITAL RESERVE | 3,337,565 | 0.0215000000 |
01.10 - INVESTOR RELATIONS DIRECTOR
1 - DATE 10/29/2004 |
2 - SIGNATURE |
02.01 - BALANCE SHEET - ASSETS (IN THOUSANDS OF REAIS)
1 - CODE | 2 - ACCOUNT DESCRIPTION | 3 - 09/30/2004 | 4 - 06/30/2004 |
1 | TOTAL ASSETS | 6,914,169 | 7,036,591 |
1.01 | CURRENT ASSETS | 1,066,008 | 803,028 |
1.01.01 | CASH AND CASH EQUIVALENTS | 801,536 | 535,541 |
1.01.02 | CREDITS | 0 | 0 |
1.01.03 | INVENTORIES | 0 | 0 |
1.01.04 | OTHER | 264,472 | 267,487 |
1.01.04.01 | DEFERRED AND RECOVERABLE TAXES | 122,648 | 124,543 |
1.01.04.02 | RECEIVABLES DIVIDENDS | 133,690 | 133,690 |
1.01.04.03 | OTHER ASSETS | 8,134 | 9,254 |
1.02 | NONCURRENT ASSETS | 1,360,871 | 1,817,771 |
1.02.01 | OTHER CREDITS | 0 | 0 |
1.02.02 | INTERCOMPANY RECEIVABLES | 1,014,684 | 1,475,295 |
1.02.02.01 | FROM ASSOCIATED COMPANIES | 0 | 0 |
1.02.02.02 | FROM SUBSIDIARIES | 1,014,705 | 1,475,295 |
1.02.02.02.01 | LOANS AND FINANCING | 1,014,684 | 1,475,274 |
1.02.02.02.02 | ADVANCED FOR FUTURE CAPITAL INCREASE | 21 | 21 |
1.02.02.03 | FROM OTHER RELATED PARTIES | 0 | 0 |
1.02.03 | OTHER | 346,166 | 342,476 |
1.02.03.01 | LOANS AND FINANCING | 126,388 | 126,637 |
1.02.03.02 | DEFERRED AND RECOVERABLE TAXES | 216,936 | 212,405 |
1.02.03.03 | JUDICIAL DEPOSITS | 2 | 2 |
1.02.03.04 | OTHER ASSETS | 2,840 | 3,432 |
1.03 | FIXED ASSETS | 4,487,290 | 4,415,792 |
1.03.01 | INVESTMENTS | 4,485,646 | 4,414,033 |
1.03.01.01 | ASSOCIATED COMPANIES | 0 | 0 |
1.03.01.02 | SUBSIDIARIES | 4,474,821 | 4,402,737 |
1.03.01.03 | OTHER INVESTMENTS | 10,825 | 11,296 |
1.03.02 | PROPERTY, PLANT AND EQUIPMENT | 1,548 | 1,656 |
1.03.03 | DEFERRED CHARGES | 96 | 103 |
02.02 - BALANCE SHEET - LIABILITIES (IN THOUSANDS OF REAIS - R$)
1 - CODE | 2 - ACCOUNT DESCRIPTION | 3 - 09/30/2004 | 4 - 06/30/2004 |
2 | TOTAL LIABILITIES | 6,914,169 | 7,036,591 |
2.01 | CURRENT LIABILITIES | 317,211 | 337,234 |
2.01.01 | LOANS AND FINANCING | 127 | 204 |
2.01.02 | DEBENTURES | 200,630 | 217,648 |
2.01.03 | SUPPLIERS | 333 | 662 |
2.01.04 | TAXES, DUTIES AND CONTRIBUTIONS | 24,052 | 26,491 |
2.01.04.01 | INDIRECT TAXES | 4,918 | 5,368 |
2.01.04.02 | TAXES ON INCOME | 19,134 | 21,123 |
2.01.05 | DIVIDENDS PAYABLE | 88,934 | 89,187 |
2.01.06 | PROVISIONS | 0 | 0 |
2.01.07 | RELATED PARTY DEBTS | 0 | 0 |
2.01.08 | OTHER | 3,135 | 3,042 |
2.01.08.01 | PAYROLL AND SOCIAL CHARGES | 552 | 386 |
2.01.08.02 | CONSIGNMENTS IN FAVOR OF THIRD PARTIES | 109 | 126 |
2.01.08.03 | EMPLOYEE PROFIT SHARING | 1,963 | 1,494 |
2.01.08.04 | OTHER LIABILITIES | 511 | 1,036 |
2.02 | LONG-TERM LIABILITIES | 295,456 | 487,555 |
2.02.01 | LOANS AND FINANCING | 293 | 364 |
2.02.02 | DEBENTURES | 256,939 | 445,623 |
2.02.03 | PROVISIONS | 601 | 583 |
2.02.03.1 | CONTYNGENCY`S PROVISIONS | 601 | 583 |
332.02.04 | RELATED PARTY DEBTS | 0 | 0 |
2.02.05 | OTHER | 37,623 | 40,985 |
2.02.05.01 | TAXES ON INCOME | 37,623 | 40,985 |
2.03 | DEFERRED INCOME | 0 | 0 |
2.05 | SHAREHOLDERS EQUITY | 6,301,502 | 6,211,802 |
2.05.01 | CAPITAL | 2,568,240 | 2,568,240 |
2.05.02 | CAPITAL RESERVES | 337,210 | 337,210 |
2.05.03 | REVALUATION RESERVES | 0 | 0 |
2.05.03.01 | COMPANY ASSETS | 0 | 0 |
2.05.03.02 | SUBSIDIARIES/ASSOCIATED COMPANIES | 0 | 0 |
2.05.04 | PROFIT RESERVES | 898,043 | 898,043 |
2.05.04.01 | LEGAL | 195,073 | 195,073 |
2.05.04.02 | STATUTORY | 0 | 0 |
2.05.04.03 | CONTINGENCIES | 0 | 0 |
2.05.04.04 | REALIZABLE PROFITS RESERVES | 702,970 | 702,970 |
2.05.04.05 | PROFIT RETENTION | 0 | 0 |
2.05.04.06 | SPECIAL RESERVE FOR UNDISTRIBUTED DIVIDENDS | 0 | 0 |
2.05.04.07 | OTHER PROFIT RESERVES | 0 | 0 |
2.05.05 | RETAINED EARNINGS | 2,498,009 | 2,408,309 |
03.01 - QUARTERLY STATEMENT OF INCOME (IN THOUSANDS OF REAIS - R$)
1 - CODE | 2 - DESCRIPTION | 3 - 07/01/2004 TO 09/30/2004 | 4 - 01/01/2004 TO 09/30/2004 | 5 - 07/01/2003 TO 09/30/2003 | 6 - 01/01/2003 TO 09/30/2003 |
3.01 | GROSS REVENUE FROM SALES AND SERVICES | 0 | 0 | 0 | 0 |
3.02 | DEDUCTIONS FROM GROSS REVENUE | 0 | 0 | 0 | 0 |
3.03 | NET REVENUE FROM SALES AND SERVICES | 0 | 0 | 0 | 0 |
3.04 | COST OF SALES0 | 0 | 0 | 0 | 0 |
3.05 | GROSS PROFIT | 0 | 0 | 0 | 0 |
3.06 | OPERATING EXPENSES | 107,190 | 233,550 | 145,605 | 234,706 |
3.06.01 | SELLING EXPENSES | 0 | 0 | 0 | 0 |
3.06.02 | GENERAL AND ADMINISTRATIVE EXPENSES | (5,120) | (13,743) | (5,280) | (15,517) |
3.06.03 | FINANCIAL | 43,431 | 68,526 | 82,106 | 51,224 |
3.06.03.01 | FINANCIAL INCOME | 70,132 | 234,663 | 108,239 | 313,648 |
3.06.03.02 | FINANCIAL EXPENSES | (26,701) | (166,137) | (26,133) | (262,424) |
3.06.04 | OTHER OPERATING INCOME | (614) | 2,553 | 1,422 | 8,638 |
3.06.05 | OTHER OPERATING EXPENSES | (2,493) | (5,682) | (551) | (1,988) |
3.06.06 | EQUITY GAIN (LOSS) | 71,986 | 181,896 | 67,908 | 192,349 |
3.07 | OPERATING INCOME (LOSS) | 107,190 | 233,550 | 145,605 | 234,706 |
3.08 | NONOPERATING INCOME (EXPENSES) | 97 | (7,323) | (316) | 648 |
3.08.01 | REVENUES | 0 | 0 | (233) | 831 |
3.08.02 | EXPENSES | 97 | (7,323) | (83) | (183) |
3.09 | INCOME (LOSS) BEFORE TAXES AND MINORITY INTERESTS | 107,287 | 226,227 | 145,289 | 235,354 |
3.10 | PROVISION FOR INCOME AND SOCIAL CONTRIBUTION TAXES | (17,118) | (75,998) | (26,520) | (69,743) |
3.11 | DEFERRED INCOME TAX | 0 | 0 | 0 | 0 |
3.12 | STATUTORY INTEREST/ CONTRIBUTIONS | (469) | (3,278) | (478) | (926) |
3.12.01 | INTERESTS | (469) | (3,278) | (478) | (926) |
3.12.02 | CONTRIBUTIONS | 0 | 0 | 0 | 0 |
3.13 | REVERSAL OF INTEREST ON EQUITY | 0 | 75,000 | 0 | 122,000 |
3.15 | INCOME/LOSS FOR THE PERIOD | 89,700 | 221,951 | 118,291 | 286,685 |
NUMBER OF OUTSTANDING SHARES (THOUSAND) | 358,558,641 | 358,558,641 | 355,221,076 | 355,221,076 | |
EARNINGS PER SHARE | 0,00025 | 0,00062 | 0.00033 | 0.00081 | |
LOSS PER SHARE |
NOTES TO THE FINANCIAL STATEMENTS
Quarter ended September 30, 2003
(In thousands of Brazilian reais)
Brasil Telecom Participações S.A. (Company) was established in accordance with Article 189 of Law 9472/97 General Telecommunications Law, as part of the TELEBRÁS spin-off process. The spin-off protocol and justification was approved in the Shareholders Meeting of May 22, 1998. The Company is a subsidiary of SOLPART Participações S.A., which holds 51.00% of the Companys voting capital and 18.99% of total capital.
The Company is registered with the Brazilian Securities Commission (CVM) and the Securities and Exchange Commission (SEC) in the USA, and its shares are traded on the main stock exchanges in Brazil and its ADR on the New York Stock Exchange (NYSE).
The Company is a holding company, indirectly carrying out operations through your parent company, Brasil Telecom S.A., a telecommunications operator holding a concession to operate the Switched Fixed Telephone Service (STFC), in Region II of the General Concessions Plan, covering 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. The Company has rendered STFC (local and long distance calls) since July 1998 in an area of 2,859,375 square kilometers, which corresponds to 34% of the Brazilian territory. The Companys business is regulated by the National Agency of Telecommunications ANATEL.
With the recognition of the prior fulfillment in advance of the obligations for universalization stated in the General Plan of Universalization Goals (PGMU), forecasted for December 31, 2003, in accordance with the acts published in the Diário Oficial da União (Official Daily Government Newspaper (DOU)) on January 19, 2004, the restriction of providing other telecommunications services ceased to exist, permitting the Brasil Telecom S.A, its parent companies, its subsidiaries and associated companies to obtain new authorizations. On the same date the National Telecommunications Agency ANATEL, issued authorizations for the Brasil Telecom S.A to exploit STFC in the following service modalities: (i) Local and Domestic Long Distance calls in Regions I and III and Sectors 20, 22 and 25 of Region II of the General Concession Plan (PGO); and (ii) International Long Distance calls in Regions I, II of III of PGO. As a result of these authorizations the Company began to exploit provide the Domestic and International Long Distance services in the new regions, starting on January 22, 2004. In the case of the Local Service, to be provided in regions I and III, as regulated, the Company has a period of 12 months to begin its operations as from the date of the aforementioned authorization.
Information related with the quality and universal service targets of the STFC are available to interested parties on ANATELs homepage (www.anatel.gov.br).
The Company also controls Nova Tarrafa Participações Ltda. (NTP) and Nova Tarrafa Inc (NTI). The latter, which was previously a minority investment, spun-off its assets in the first quarter of 2003, becoming a subsidiary. NTP and NTI are engaged in holding interests in Internet Group Limited (Cayman), an internet provider. The sum of their investments represents a minority interest.
a. 14 Brasil Telecom Celular S.A. (BrT Celular): A wholly owned subsidiary incorporated in December 2002, to provide the Personal Mobile Service (SMP), with authorization to attend the same coverage area where the Company operates with STFC. On the closing date for the quarter BrT Celular was in the process of being structured pre-operating stage. The beginning of its activities is forecasted for the last quarter of 2004.
b. BrT Serviços de Internet S.A. (BrTI): A wholly-owned subsidiary incorporated in October 2001, providing internet services and correlated activities, which became operational at the beginning of 2002.
During the second quarter of 2003, BrTI made investments in capital interests as a partner or quotaholder, obtaining control of the following companies:
(i) BrT Cabos Submarinos Group (ex-GlobeNet)
This group of companies operates through a system of submarine handles of fiber optics, with points of connection in the United States, Bermuda Islands, Venezuela and Brazil, allowing the traffic of data through packages of integrated services, offered to local and international corporate customers. The following companies comprised it:
Brasil Telecom Cabos Submarinos do Brasil (Holding) Ltda. (BrT CSH): a company acquired by BrTI on June 11, 2003, as part of the program to purchase the GlobeNet Group, an acquisition previously disclosed on November 19, 2002, through the relevant fact.
Brasil Telecom Cabos Submarinos do Brasil Ltda, (BrT CS Ltda,): Company acquired on June 11, 2003, in which BrTI exercises direct control and total control jointly with BrT CSH, which was a further step of the program to purchase the GlobeNet Group.
Brasil Telecom Subsea Cable Systems (Bermudas) Ltd, (BrT SCS Bermudas): Company incorporated under the law of Bermudas, for which the transfer of funds by BrTI for paying in of capital occurred on May 30, 2003. It was also an additional step of the program to purchase the Globenet Group. BrT SCS Bermudas holds the controlling interest of Brasil Telecom of America Inc. and Brasil Telecom de Venezuela S.A.
(ii) iBest Group
BrTI has held, since February 2002, a minority interest in the iBest Holding Corporation (IHC), a company incorporated in the Caiman Islands. In June 2003, BrTI started to control the iBest Group, which includes the main companies are: (i) iBest Holding Corporation; (ii) iBest S.A.; (iii) Febraio S.A.; and (IV) Freelance S.A. In May 2004 through a corporate reorganization process the Freelance fully incorporated the Febraio S.A., the iBest S.A. and its subsidiary Mail BR Comunicação Ltda. The Freelance S.A. becomes the owner of iBests trademark, being the main company of this Group.
iBest was incorporated in January 1999, with the objective of organizing the iBest Prize, trading advertising space for the event. In December 2001 it extended its activities, when it started to offer and to concentrate its operations on providing dialed access to the Internet.
c. MTH Ventures do Brasil Ltda, (MTH): On May 13, 2004, the Company acquired 80.1% of the voting capital of MTH, in addition to the 19.9% held previously. MTH, in turn, held 100% of the capital of MetroRED Telecomunicações Ltda, (MetroRED).
MetroRED is a service provider for a private telecommunications network through optical fiber digital networks and has 343 kilometers of local network in São Paulo, Rio de Janeiro and Belo Horizonte and 1,485 kilometers of long distance network connecting these major metropolitan commercial centers. It also has an Internet Solutions center in São Paulo, which offers co-location, hosting and other value added services.
d. VANT Telecomunicações S.A. (VANT): On May 13, 2004, the Company acquired the remaining 80.1% of the capital of VANT, which is a service provider for corporate network services, founded in October 1999. Initially focused on a TCP/IP network, VANT started in Brazil with a network 100% based on this technology. VANT operates throughout Brazil, and is present in the main Brazilian state capitals, offering a portfolio of voice and data products.
The financial statements have been prepared in accordance with accounting practices adopted in Brazil, in accordance with Brazilian corporation law, rules of the Brazilian Securities Commission (CVM) and rules applicable to Switched Fixed Telecommunications Services STFC concessionaires.
As the Company is registered with the Securities and Exchange Commission (SEC), it is subject to its standards, and should annually prepare financial statements and other information by using criteria that comply with that entitys requirements. For complying with these requirements and aiming at meeting the markets information needs, the Company adopts, as a principle, the practice of publishing information in both markets in their respective languages.
The notes to the financial statements are presented in thousands of reais, unless demonstrated otherwise in each note. According to each situation, the notes to the financial statements present information related with the Company and the consolidated financial statements, identified as PARENT COMPANY and CONSOLIDATED, respectively. When the information is common to both situations, it is indicated as PARENT COMPANY AND CONSOLIDATED.
The accounting estimates were based on objective and subjective factors, based on managements judgment to determine the appropriate amount to be recorded in the financial statements. Significant elements subject to these estimates and assumptions include the residual amount of the fixed assets, provision for doubtful accounts, inventories and deferred income tax assets, provision for contingencies, valuation of derivative instruments, and assets and liabilities related to benefits for employees. The settlement of transactions involving these estimates may result in significant different amounts due to the inherent imprecision of the process of determining these amounts. Management reviews its estimates and assumptions at least quarterly.
The consolidation was made in accordance with CVM Instruction 247/96 and includes the Company and its subsidiaries mentioned in Note 1.
Some of the main consolidation procedures are:
Elimination of intercompany balances, as well as revenue and expenses of transactions among them;
Elimination of the investors shareholdings, reserves and accumulated results in the investees; and
Segregation of the portions of shareholders equity and result of minority shareholders, indicated in the specific items.
The reconciliation between the Parent Company net income and the consolidated figures is as follows:
NET INCOME | SHAREHOLDERS EQUITY | |||
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
PARENT COMPANY | 221,951 | 132,251 | 6,301,502 | 6,211,802 |
Entries recorded directly in the shareholders' equity of the subsidiaries | ||||
Donations and Other | (13,946) | (8,582) | - | - |
Interest capitalized in Subsidiary | 2,620 | 1,746 | (8,440) | (9,314) |
CONSOLIDATED | 210,625 | 125,415 | 6,293,062 | 6,202,488 |
In addition, the Company presents the statement of cash flows, prepared under the indirect method, in accordance with Accounting Rules and Procedures NPC 20 of the Brazilian Institute of Accountants IBRACON.
The criteria mentioned in this note refer to the practices adopted by the Company and its subsidiaries which are reflected in the consolidated balance sheet.
a. Cash and Cash Equivalents: Cash equivalents are short-term, high-liquidity investments, with immediate mature. They are recorded at cost, plus income earned to the balance sheet date, not exceeding market value.
b. Trade Accounts Receivable: Receivables from users of telecommunications services are recorded at the amount of the tariff in effect on the date the service is rendered. Unbilled services provided to customers at the balance sheet date are also included in trade accounts receivable. The criterion adopted for making the provision for doubtful accounts takes into account the calculation of the actual percentage losses incurred on each range of accounts receivable. The historic percentages are applied to the current ranges of accounts receivable, also including accounts coming due and the portion yet to be billed, thus composing the amount that could become a future loss, which is recorded as a provision.
c. Inventories: Stated at average acquisition cost, not exceeding replacement cost. Inventories are segregated into inventories for plant expansion and those for maintenance. The inventories to be used in expansion are classified in property, plant and equipment (construction in progress), and inventories to be used in maintenance are classified as current and noncurrent assets. Obsolete items are provided for through an allowance for losses.
d. Investments: Investments in subsidiaries are valued using the equity method. Goodwill is calculated based on the expectation of future results and its amortization is based on the expected realization/timing over a forecasted period of not more than ten years. Other investments are recorded at cost less allowance for losses, when applicable. The investments resulting from income tax incentives are recognized at the date of investment, and result in shares of companies with tax incentives or investment fund quotas. In the period between the investment date and receipt of shares or quotas, they remain recognized in non-current assets. The Company adopts the criterion of using the maximum percentage of tax allocation. These investments are periodically valued at cost or market prices, when the latter is lower, and allowances for losses are recorded if required.
e. Property, Plant and Equipment: Stated at cost of acquisition and/or construction, less accumulated depreciation. Financial charges for financing assets and construction in progress are capitalized.
The costs incurred, when they represent improvements (increase in installed capacity or useful life) are capitalized. Maintenance and repair, while other costs are charged to, the profit and loss accounts income, on an accrual basis.
Depreciation is calculated under the straight-line method. Depreciation rates used are based on expected useful lives of the assets and in accordance with the standards of the Public Telecommunications Service. The main rates used are set forth in Note 24.
f. Deferred Charges: Segregated between deferred charges on amortization and formation. Their breakdown is shown in Note 25. Amortization is calculated using the straight-line method, for the period of five years, in accordance with the legislation in force. When benefits are not expected from an asset, it is written off against nonoperating income.
g. Income and Social Contribution Taxes: Income and social contribution taxes are accounted for on an accrual basis. These taxes levied on temporary differences, tax losses and the negative social contribution base are recorded under assets or liabilities, as applicable, according to the assumption of realization or future demand, within the parameters established in the CVM Instruction 371/02.
h. Loans and Financing: Updated to the balance sheet date for monetary or exchange variations and interest incurred to the balance sheet date. Equal restatement is applied to the guarantee contracts to hedge the debt.
i. Provision for Contingencies: Recognized based on managements risk assessment and measured based on economic grounds and legal counselors opinions on the lawsuits and other contingency factors known as of the balance sheet date. The basis and nature of the provisions are described in Note 7.
j. Revenue recognition: Revenues from services rendered are accounted for on an accrual basis. Local and long distance calls are charged based on time measurement according to the legislation in force. Revenues from sales of payphone cards are recorded upon sale.
k. Recognition of Expenses: Expenses are recognized on an accrual basis, considering their relation with revenue realization. Expenses related to other periods are deferred.
l. Financial Income (Expense), Net: Financial income comprises interest earned on overdue accounts receivable from services, gains on financial investments, exchange variation and hedges. Financial expenses comprise interest incurred and other charges on loans, financing and other financial transactions.
Interest on Shareholders Equity is included in the financial expenses balance; for financial statement presentation purposes, the amounts are reversed to profit and loss accounts and reclassified as a deduction of retained earnings, in the shareholders equity.
m. Research and Development: Costs for research and development are recorded as expenses when incurred, except for expenses with projects linked to the generation of future revenue, which are recorded under deferred assets and amortized over a five-year period from the beginning of the operations.
n.Benefits to Employees: Private pension plans and other retirement benefits sponsored by the Company and its subsidiaries for their employees are managed by SISTEL and BrTPREV. Contributions are determined on an actuarial basis, when applicable, and accounted for on an accrual basis. As of December 31, 2001, to comply with CVM Deliberation 371/00, the subsidiary Brasil Telecom S.A. recorded its actuarial deficit on the balance sheet date against shareholders equity, net of its tax effects. As from 2002, as new actuarial revaluation show the necessity for adjustments to the provision, they are recognized in the profit and loss accounts in accordance with the CVM deliberation above. Complementary information on private pension plans is described in Note 6.
o. Profit Sharing: The provisions for employee and directors profit sharing are recognized on an accrual basis. The calculation of the amount, which is paid in the subsequent year after the provision is recognised, is based on the target program established with the labor union, in accordance with Law 10,101/00 and the Companys bylaws.
p. Earnings per thousand shares: Calculated based on the number of shares outstanding at the balance sheet date, which comprises the total number of shares issued net of treasury stock.
4. RELATED-PARTY TRANSACTIONS
Related party transactions refer to existing operations carried out by the Company with its subsidiaries under normal prices and market conditions. The principal transactions are:
Dividends/Interest on Shareholders Equity: in the quarter, the subsidiary credited to the Company Interest on Shareholders Equity in the amount of R$157,283 (R$162,425 in the same period last year). The balance of this asset as of September 30, 2004, net from the withholding tax is R$133,690 (R$133,690 as of June 30, 2004).
Loans with Subsidiary: Asset balance as of September 30, 2004 arises from the spin-off of Telebrás and is indexed to exchange variation, plus interest of 1.75% per year, amounting to R$79,906 (R$91,835 on June 30, 2004). The financial revenue recognized as profit and loss account in the quarter was R$565 (R$18,298 as financial loss in the same period in the previous year, due to the devaluation of the US dollar in relation to the Brazilian real).
Debentures: On January 27, 2001, the subsidiary issued 1,300 private debentures non-convertible or exchangeable for any type of share, at the unit price of R$1,000, totaling R$1,300,000, for the purpose of financing part of its investment program. All these debentures were acquired by the Company. The nominal value of these debentures will be paid in three installments equivalent to 30%, 30% and 40% with maturities on July 27, 2004, 2005, and 2006, respectively. The debenture remuneration is equivalent to 100% of CDI, received semiannually. The balance of this asset is R$934,778 (R$1,383,439 on June 30, 2004), and the yield recognized in the income statement for the quarter represents R$138,728 (R$227,413 in 2003).
Revenues, Expenses and Accounts Receivable and Payable: arising from transactions related to the use of installations and logistic support. The balance payable is R$333 (R$2,617 payable as of June 30, 2004) and the amounts recorded in the income statement for the quarter comprise Operating Expenses of R$2,160 (R$1,637 in 2003).
Funds for future increase of ownership interest in subsidiaries or investments carried under the cost method are represented as follows:
PARENT COMPANY | CONSOLIDATED |
INVESTOR | AFAC INVESTEE | 09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 |
SUBSIDIARIES | |||||
Company | Nova Tarrafa Participações Ltda. | 21 | 21 | - | - |
MINORITY INVESTMENTS | - | ||||
Brasil Telecom S.A. | Calais Participações S.A. | - | - | 5,051 | 4,633 |
TOTAL | 21 | 21 | - | 4,633 |
The Company and its subsidiary assessed the book value of its assets and liabilities as compared to market or realizable values (fair value), based on information available and valuation methodologies applicable to each case. The interpretation of market data regarding the choice of methodologies requires considerable judgment and determination of estimates to achieve an amount considered adequate for each case. Accordingly, the estimates presented may not necessarily indicate the amounts, which can be obtained in the current market. The use of different assumptions for calculation of market value or fair value may have material effect on the obtained amounts. The selection of assets and liabilities presented in this note has been was made based on their materiality. Instruments whose values approximates their fair values, and risk assessment is not significant are not mentioned.
In accordance with their natures, the financial instruments may involve known or unknown risks; the potential of such risks is important for the best judgment. Thus, there may be risks with or without guarantees, depending on circumstantial or legal aspects. Among the principal market risk factors which can affect the Companys and subsidiaries business are the following:
The majority of the services provided by the subsidiary Brasil Telecom S.A. are related to the Concession Agreement, and a significant portion of these services is subject to the determination of tariffs by the regulatory agency. The credit policy, in case of telecommunications public services, is subject to legal standards established by the concession authority. The risk exists since the subsidiary may incur losses arising from the difficulty in receiving amounts billed to its customers. In the quarter, the Companys default was 2.97% of the gross revenue (2.46% in the same period last year). By means of internal controls, the level of accounts receivable is constantly monitored, thus limiting the risk of past due accounts by cutting the access to the service (out phone traffic) if the bill is overdue for over 30 days. Exceptions are made for telephone services, which should be maintained for national security or defense.
Assets
The Company has loan agreements in foreign currency, and, therefore, subject to exchange rate fluctuation. The assets exposed to exchange rate risk are as follows:
PARENT COMPANY | CONSOLIDATED |
BOOK AND MARKET VALUE | BOOK AND MARKET VALUE | |||
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
ASSETS | ||||
Loan agreements with subsidiary | 79,906 | 91,835 | - | - |
Loans and financing | 126,388 | 126,637 | 126,388 | 126,637 |
TOTAL | 206,294 | 218,472 | 126,388 | 126,637 |
Noncurrent Assets | 206,294 | 218,472 | 126,388 | 126,637 |
The loans receivable in dollars were transferred to the Company at the time of the split off of Telebrás. Due to their original characteristics, no financing is available on the market under similar conditions, which led to the presentation of the book value only.
Liabilities
The Company and the subsidiary Brasil Telecom S.A. has loans and financing contracted in foreign currency. The risk related to these liabilities arises from possible exchange rate fluctuations, which may increase these liabilities balances. Loans subject to this risk represent approximately 26% of the total liabilities. To minimize this type of risk, the subsidiary enters into swap agreements with financial institutions to hedge foreign exchange exposures 47% of the debt portion in foreign currency is covered by hedge agreements. Unrealized positive or negative effects of these operations are recorded in the profit and loss accounts as gain or loss. To the quarter, consolidated net gains totaled R$44,105 (net loss of R$76,695 in the same period in 2003).
Net exposure as per book and market values, at the exchange rate prevailing on the balance sheet date, is as follows:
PARENT COMPANY |
09/30/04 | 06/30/04 | |||
Book Value |
Market Value |
Book Value |
Market Value | |
LIABILITIES | ||||
Loans and financing | 420 | 420 | 568 | 568 |
TOTAL | 420 | 420 | 568 | 568 |
Current | 127 | 127 | 204 | 204 |
Long Term | 293 | 293 | 364 | 364 |
CONSOLIDATED |
09/30/04 | 06/30/04 | |||
Book Value |
Market Value |
Book Value |
Market Value | |
LIABILITIES | ||||
Loans and financing | 1,286,486 | 1,357,496 | 1,439,895 | 1,405,971 |
Hedge contracts | 51,525 | 72,764 | (6,491) | 6,005 |
TOTAL | 1,388,011 | 1,430,260 | 1,433,404 | 1,411,976 |
CURRENT | 48,854 | 52,222 | 67,832 | 66,818 |
LONG-TERM | 1,289,157 | 1,378,038 | 1,365,572 | 1,345,158 |
The method used for calculation of market value (fair value) of loans and financing in foreign currency and hedge instruments was the discounted cash flow, at the market rates prevailing of the balance sheet date.
Assets
The private debentures issued by subsidiary Brasil Telecom S.A were fully subscribed by the Company.
PARENT COMPANY | CONSOLIDATED |
Book and Market Value | Book and Market Value | |||
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
ASSETS | ||||
Debentures linked to CDI | 934,778 | 1,383,439 | - | - |
Loans linked to CDI and Col. 27 (FGV) and IGP-DI | - | - | 11,214 | 10,440 |
TOTAL | 934,778 | 1,383,439 | 11,214 | 10,440 |
CURRENT | - | - | 2,538 | 2,511 |
NONCURRENT ASSETS | 934,778 | 1,383,439 | 8,676 | 7,929 |
The book values are equal to market values since the current conditions for contracting this type of financial instrument are similar to the original conditions.
The sum of the Companys debentures, loans and financing concentrated in the subsidiary represents 88.9% (92.1% on June 30, 2004) of this type of assets.
Liabilities
In 2000, the Company issued private debentures convertible into preferred shares. This liability was contracted at the interest rate linked to TJLP. The risk linked to this liability arises from possible increase in this rate.
The subsidiary Brasil Telecom S.A. has loans and financing contracted in local currency subject to interest rates linked to indexing units (TJLP, UMBNDES, CDI etc.). The risk inherent in these liabilities arises from possible variations in these rates. The Parent Company has contracted derivative contracts to hedge 52% (78% in 2003) of the liabilities subject to the UMBNDES rate, using exchange rate swap contracts, considering the influence of the dollar on the interest rate (basket of currencies) of these liabilities. However, the other market rates are continually monitored to evaluate the need to contract derivatives to protect against the risk of volatility of these rates. The Company also issued non-convertible private and public debentures. These liabilities were contracted at interest rates tied to the CDI, and the risk linked with this liability is the result of the possible increase in the rate.
The aforementioned liabilities at the balance sheet date are as follows:
PARENT COMPANY |
09/30/04 | 06/30/04 | |||
Book Value |
Market Value |
Book Value |
Market Value | |
LIABILITIES | ||||
Loans linked to TJLP (including Debentures) | 457,569 | 457,569 | 663,271 | 663,271 |
TOTAL | 457,569 | 457,569 | 663,271 | 663,271 |
Current | 200,630 | 200,630 | 217,648 | 217,648 |
Long term | 256,939 | 256,939 | 445,623 | 445,623 |
CONSOLIDATED |
09/30/04 | 06/30/04 | |||
Book Value |
Market Value |
Book Value |
Market Value | |
LIABILITIES | ||||
Loans linked to TJLP (including Debentures) | 2,272,913 | 2,395,933 | 2,247,468 | 2,376,277 |
Loans linked to UMBNDES | 243,948 | 252,762 | 195,151 | 221,702 |
Hedge on loans indexed to UMBNDES | 34,018 | 3,167 | 25,492 | (8,029) |
CDI | 941,814 | 939,415 | 405,082 | 405,212 |
Loans linked to IGPM | 17,552 | 17,552 | 18,853 | 18,853 |
Other loans | 16,844 | 16,844 | 18,108 | 18,108 |
TOTAL | 3,527,089 | 3,625,673 | 2,910,154 | 3,032,123 |
Current | 1,171,460 | 1,204,203 | 1,142,536 | 1,190,422 |
Long-term | 2,355,629 | 2,421,470 | 1,767,618 | 1,841,701 |
Book and market values are equivalent because the current contractual conditions for these types of financial instruments are similar to those in which they were originated.
Loan and financing rates contracted by subsidiary Brasil Telecom S.A. are not linked to amounts of accounts receivable. Telephony tariff adjustments do not necessarily follow increases in local interest rates which affect the subsidiarys debts. Consequently, a risk arises from this lack of linking.
Contingency risks are assessed according to loss hypotheses, as probable, possible or remote. Contingencies considered as probable risk are recorded in liabilities. Details on this risk are presented in Note 7.
The Company has investments, which are valued using the equity method and stated at acquisition cost. Brasil Telecom S.A., a Nova Tarrafa Participações Ltda. e a Nova Tarrafa Inc. are subsidiaries, the investments of which are carried under the equity method.
Investments valued at cost are immaterial in relation to total assets. The risks related to them would not cause significant impacts to the Companys if losses were to occur on these investments.
In the balance sheet date the investments were represented as follows:
09/30/04 | 06/30/04 | |||
Book Value |
Market Value |
Book Value |
Market Value | |
INVESTMENTS | 4,485,646 | 4,346,790 | 4,414,033 | 4,070,783 |
Equity in subsidiaries | 4,474,821 | 4,335,965 | 4,402,737 | 4,059,487 |
Listed in Stock Exchange | 4,434,934 | 4,296,087 | 4,362,610 | 4,019,360 |
Not Listed in Stock Exchange | 39,878 | 39,878 | 40,127 | 40,127 |
Other investments | 10,825 | 10,825 | 11,296 | 11,296 |
The investment quoted on the stock exchange refers to the interest in Brasil Telecom S.A., and its market value valued based on the market quotations in trading between minority shareholders.
g. Temporary Cash Investment Risks
The Company has several temporary cash investments in exclusive financial investment funds (FIFs), whose assets are constituted by post-fixed, federal securities, pre-fixed and exchange rates indexed to CDI, through future contracts indexed to the exchange rate of the Futures and Commodities Exchange BM&F and investment fund in foreign currency, with no credit risks in such operations. The Company has financial investments in the amount of R$801,450 (R$535,453 as of June 30, 2004). Income earned to the quarter date is recorded in financial income and amounts to R$66,581 (R$54,271 in 2003). In the consolidated financial statements the amounts is as follows: temporary cash investments in the amount of R$3,172,383 (R$2,433,796 as of June 30, 2004) and income earned in the amount of R$200,784 (R$163,507 in 2003).
The benefits described in this note are offered to the employees of the Company, its subsidiary Brasil Telecom S.A. and its wholly-owned subsidiary. These companies are better described together, and can be referred to as Brasil Telecom (group) and for the purpose of the pension scheme cited in this note, are also denominated Sponsor.
Brasil Telecom (group) sponsors private pension schemes related with retirement for its employees and assisted members, and in the case of the latter, medical assistance in some cases. These plans are managed by two foundations, which are Fundação SISTEL de Seguridade Social (SISTEL), which originated from certain companies of the former Telebrás System and Fundação BrTPREV (FBrTPREV) former Fundação dos Empregados da Companhia Riograndense de Telecomunicações FCRT, which managed the benefit plans of CRT, a company managed by the subsidiary Brasil Telecom S.A. on December 28, 2000.
The bylaws stipulate approval of the supplementary pension policy and the joint liability attributed to the defined benefit plans is linked to the acts signed with the foundations, with the agreement of the Supplementary Pensions Department SPC, where applicable to the specific plans.
The sponsored plans are valued by independent actuaries on the balance sheet date and, in the case of the defined benefit plans described in this explanatory note, immediate recognition of the actuarial gains and losses is adopted. The full liabilities are provided for plans showing deficits. This measure has been applied since the 2001 financial year, when the regulations of CVM Ruling 371/00 were adopted. In cases that show positive actuarial situations, no assets are recorded due to the legal impossibility of reimbursing the surpluses.
Below the characteristics of the supplementary pension plans sponsored are described.
TCSPREV (Defined Contribution, Settled Benefit, Defined Benefit)
This defined contribution and settled benefit plan was introduced on February 28, 2000, with the adherence of around 80% of the employees at that time. On December 31, 2001, all the pension plans sponsored by SISTEL were merged, being exceptionally and provisionally approved by the Supplementary Pensions Department SPC, due to the need for adjustments to the regulations. They were subsequently transformed into defined contribution groups with settled and defined benefits. The plans that were merged into the TCSPREV were the PBS-TCS, PBT-BrT, Convênio de Administração BrT, and the Termo de Relação Contratual Atípica, the conditions established in the original plans being maintained. On March 2003, this plan was suspended to the employees who want to be included in the supplementary pension plans sponsored by the Company. TCSPREV currently attends to around 58.0% of the staff.
PBS-A (Defined Benefit)
Maintained jointly with other sponsors linked to the provision of telecommunications services and destined for participants that had the status of beneficiaries on January 31, 2000.
PAMA Health Care Plan for Retired Employees (Defined Contribution)
Maintained jointly with other sponsors linked to the provision of telecommunications services and destined for participants that had the status of beneficiaries on January 31, 2000, and also for the beneficiaries of the PBS-TCS Group, incorporated into the TCSPREV on December 31, 2001 and beneficiaries of the plans of definite benefits PBSs of other sponsors of the SISTEL. According to a legal/actuarial appraisal, the sponsors liability is exclusively limited to future contributions.
PAMEC-BrT (Health-care Plan for Supplementary Pension Beneficiaries)
Medical assistance for retirees and pensioners linked with the PBT-BrT, which was incorporated into the TCSPREV on December 31, 2001.
TCSPREV
Contributions to this plan were maintained on the same basis as the original plans incorporated in 2001 for each group of participants, and were established based on actuarial studies prepared by independent actuaries according to regulations in force in Brazil, using the capitalization system to determine the costs. Currently contributions are made by the participants and the sponsor only for the internal groups PBS-TCS (defined benefit) and TCSPREV. In the TCSPREV group, the contributions are credited in individual accounts of each participant, equally by the employee and the sponsor, and the basic contribution percentages vary between 3% and 8% of the participants salary, according to age. Participants have the option to contribute voluntarily or sporadically to the plan above the basic contribution, but without equal payments from the sponsor. In the case of the PBS-TCS group, the sponsors contribution in the quarter was 12% of the payroll of the participants, whilst the employees contribution varies according to the age, service time and salary. An entry fee may also be payable depending on the age of entering the plan. The sponsors are responsible for the cost of all administrative expenses and risk benefits. In the quarter contributions by the sponsor to the TCSPREV group represented on average 6.95% of the payroll of the plan participants. TCSPREV currently attends to around 6.26% of the staff.
PBS-A
Contributions may occur in case of accumulated deficit. As of December 31, 2003, the plan recorded a surplus.
PAMA
This plan is sponsored with contributions of 1.5% on payroll of active participants linked to PBS plans, segregated and sponsored by several SISTEL sponsors. In the case of Brasil Telecom (group), the PBS-TCS was incorporated into the TCSPREV plan on December 31, 2001, and became an internal group of the plan.
The companys contributions for this plan, that are exclusively the responsibility of the sponsors, were R$86 in the quarter (R$90 in 2003).
PAMEC-BrT
Contributions for this plan were fully paid in July 1998 through a single payment. New contributions will be limited to the future necessity to cover expenses, if that occurs.
The main purpose of the Company sponsoring BrTPREV is to maintain the supplementary retirement, pension and other provisions in addition to those provided by the official social security system to participants. The actuarial system for determining the plans cost and contributions is collective capitalization, valued annually by an independent actuary.
BrTPREV
Defined contribution and settled benefits in October 2002 plan to provide supplementary social security benefits in addition to those of the official social security. On March 2003, this plan was provided to the employees from all branches of the Company and to the employees of the subsidiaries, who wanted to be benefited by the supplementary pension plans sponsored. Nowadays, this plan attended to around 35.8% of the staff.
Fundador Brasil Telecom and Alternative Brasil Telecom
Defined contribution and settled benefits plan to provide supplementary social security benefits in addition to those of the official social security, now closed to the entry of new participants. Nowadays, there were 1.2% of the staff.
BrTPREV
The contributions to this plan are established based on actuarial studies prepared by independent actuaries according to the regulations in force in Brazil, using the capitalization system to determine the costs. Contributions are credited in individual accounts of each participant, the employees and Companys contributions being equal, the basic percentage contribution varying between 3% and 8% of the participation salary, according to age. Participants have the option to contribute voluntarily or sporadically to the plan above the basic contribution, but without equal payments from the Company. The sponsor is responsible for the cost of administrative expenses on the basic contributions from employees and normal contributions of the Company and risk benefits. In the quarter contributions by the sponsor represented on average 6.21% of the payroll of the plan participants, whilst the average employee contribution was 5.41%.
In the quarter the Companys contributions were R$4,140 (R$1,959 in 2003).
FUNDADOR BRASIL TELECOM AND ALTERNATIVE Brasil Telecom
The regular contribution by the sponsor in the quarter was an average of 2.22% on the payroll of plan participants, who contributed at variable rates according to age, service time and salary; the average rate was 2.13%. With the Alternative-Brasil Telecom, the participants also pay an entry fee depending on the age of entering the plan.
The usual contributions of the Company in the quarter were R$13 (R$137 in 2003).
The technical reserve corresponding to the current value of the Companys supplementary contribution must be amortized, due to the actuarial deficit of the plans, within the maximum established period of 20 years as from January 2002, according to Circular 66/SPC/GAB/COA from the Supplementary Pensions Department dated January 25, 2002. Of the maximum period established, 17 years and six months still remain for complete settlement. The amortizing contributions in the quarter were R$68,386 (R$58,972 in 2003).
The Extraordinary Shareholders Meeting from the subsidiary Brasil Telecom S.A. held on April 28, 2000, approved the general plan to grant stock purchase options to officers and employees of the Company and its subsidiaries. The plan authorizes a maximum limit of 10% of the shares of each kind of Company stock. Shares derived from exercising options guarantee the beneficiaries the same rights granted to other Company shareholders. The administration of this plan was entrusted to a management committee appointed by the Board of Directors, which decided only to grant preferred stock options. The plan is divided into two separate programs:
This program is granted as an extension of the performance objectives established by the Board of Directors for a five-year period. Up to June 30, 2004, no stock had been granted.
The price of exercising is established by the management committee based on the market price of 1000 shares at the date of the grant of option and will be monetarily restated by the IGP-M between the date of signing the contracts and the payment date.
The right to exercise the option is given in the following way and within the following periods:
First Grant | Second Grant | |||
From | End of period | From | End of period | |
33% | 01/01/04 | 12/31/08 | 12/19/05 | 12/31/10 |
33% | 01/01/05 | 12/31/08 | 12/19/06 | 12/31/10 |
34% | 01/01/06 | 12/31/08 | 12/19/07 | 12/31/10 |
The acquisition periods can be anticipated as a result of the occurrence of events or special conditions established in the option contract.
The information related with the general plan to grant stock options is summarized below:
Preferred stock options (thousand) |
Average exercise price (R$) | |
Balance as of 06/30/2004 | 907,469 | 11,73 |
Balance as of 09/30/2004 | 907,469 | 11,73 |
There has been no grant of options for purchase of stocks exercised in the quarter and the representative ness of the balance of the options before the total outstanding stocks for the Company Brasil Telecom S.A. is 0.17% (0.17% in June 30, 2004).
Considering the hypothesis that the options will be fully exercised, the opportunity cost of the premiums of the respective options, calculated by the Black&Scholes method, for the Company would be R$933 (R$611 in 2003).
Other benefits are granted to employees, such as: health care/dental care, meal allowance, group life insurance, occupational accident allowance, sickness allowance, transportation allowance, and other.
Brasil Telecom (group) periodically performs an assessment of its contingency risks, and also reviews its lawsuits taking into consideration the legal, economic and accounting aspects. The assessment of these risks aims to classifying them according to the chances of unfavorable outcome among the alternatives of probable, possible or remote, taking into account, as applicable, the opinion of the legal counselors.
For those contingencies, which the risks are classified as probable, provisions are recognized. Contingencies classified as possible or remote are discussed in this note. In certain situations, due to legal requirements or precautionary measures, judicial deposits are made to guarantee the continuity of the cases in litigation. These lawsuits are in progress in various courts, including administrative, lower, and higher courts.
The provision for labor claims includes an estimate by the Companys management, supported by the opinion of its legal counselors, of the probable losses related to lawsuits filed by former employees of the Company, and of service providers.
The provision for tax contingencies refers principally to matters related to tax collections due to differences in interpretation of the tax legislation by Brasil Telecom (group) counselors and the tax authorities.
The provision for civil contingencies refers to cases related to contractual adjustments arising from Federal Government economic plans, and other cases.
Contingencies with a Probable Risk
Contingencies classified as having a probable risk of loss, for which provisions are recorded under liabilities, have the following balances:
PARENT COMPANY | CONSOLIDATED |
NATURE | 09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 |
Labor | - | - | 387,498 | 376,123 |
Tax | - | - | 100,337 | 98,619 |
Civil | 601 | 583 | 174,073 | 159,534 |
TOTAL | 601 | 583 | 661,908 | 634,276 |
Current | - | - | 309,069 | 317,452 |
Noncurrent | 601 | 583 | 352,839 | 316,824 |
Labor
In the current fiscal year a decrease in the provision for labor contingencies in the amount of R$36,599 was verified in the quarter. This variance is caused by recognition of monetary restatements and effects of the reassessment of contingent risks that determine the additional recognition for the provision in the amount of R$175,445 and by payments that amounted to R$20,694. The consolidated provision was increased by the amount of R$217 due to labor contingencies of VANT, that is a subsidiary of Brasil Telecom S.A.
The main objects that affect the provisions for labor claims are the following:
(i) | Additional Remuneration - related to the claim for payment of additional remuneration for hazardous activities, based on Law nr 7,369/85, regulated by Decree nr 93,412/86, due to the supposed risk of contact by the employee with the electric power system; |
(ii) | Salary Differences and Consequences - related, mainly, to requests for salary increases due to supposedly unfulfilled union negotiations. They are related to the repercussion of the salary increase supposedly due on the others sums calculated based on the employees salaries; |
(iii) | Career Plan - related to the request for application of the career and salaries plan for employees of the Brasil Telecom S.A. Santa Catarina Branch (formerly Telesc), with promotions for seniority and merit, supposedly not granted; and |
(iv) | Joint Responsibility - related to the request to ascribe responsibility to the subsidiary, made by outsourced personnel, due to supposed nonobservance of their labor rights by their real employers. |
Tax
In the end of quarter, there was an increase of R$34,367, represented by R$37,581 due to the opening balance of MetroRED and VANT, companies whose controlling interests were acquired in May of the current year, and a net decrease of R$10,759, related to the effect of revaluation of the cases risks and by payments amounted in R$1,130.
The main lawsuits provided for are as follows:
(i) | Social Security - Related to the non-collection of social security education allowance; |
(ii) | Federal Revenue Department - Incorrect compensation of tax losses; |
(iii) | State Revenue Department - Non-collection of differential in rate of ICMS; and |
(iv) | CPMF - Non-collection of the contribution on financial activities. |
Civel
The consolidated decrease in the current fiscal year up the end of quarter in the amount of R$34,838, is represented by reassessments of the contingency risks, which were reduced by recognition of monetary restatement, which resulted in a net decrease of R$27,200 and by payments totaling R$20,463. From the complement to the provision, R$368 belongs to the Company.
The lawsuits provided are the following:
(i) | Review of contractual conditions - Lawsuit where a company which, supplies equipment filed legal action against the subsidiary Brasil Telecom S.A., asking for a review of contractual conditions due to economic stabilization plans; |
(ii) | Contracts of Financial Participation - It has been signed with TJ/RS the position related to the incorrect procedure previously adopted by the former CRT in processes related to the application of a rule enacted by the Ministry of the Communications. Such cases are in various phases: First instance, Court of Appeals and Higher Court of Appeals; and |
(iii) | Other lawsuits - related to various ongoing lawsuits such as indemnification for pain and suffering and material damages to consumers, indemnification for contractual rescission, indemnification for accidents, as well as lawsuits that are in Special Civil Courts whose claims, separately, do not exceed forty minimum salaries. |
Contingencies with a Possible Risk
The position of contingencies with degrees of risk considered to be possible, and therefore not recorded in the accounts, is the following:
PARENT COMPANY | CONSOLIDATED |
NATURE | 09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 |
LABOR | - | - | 653,952 | 629,405 |
TAX | 12,800 | - | 1,200,772 | 1,059,101 |
CIVIL | 182 | 176 | 890,519 | 821,490 |
TOTAL | 12,982 | 176 | 2,745,243 | 2,509,996 |
Labor
The main objects that comprise the possible losses of a labor nature are related to additional remuneration for hazardous activities, promotions and joint responsibility, the evaluation of which processes by the legal assessors resulted in a level of risk of loss evaluated only as possible. In addition to the subjects cited, the request for remunerative consideration for hours of work supposedly exceeding the normal agreed workload of hours also contributed to the amount mentioned.
Tax
The main lawsuits considered as possible loss are presented as follows:
(i) | ICMS - On international calls; |
(ii) | ICMS - Differential of rate in interstate acquisitions; |
(iii) | ICMS - Exploitation of credits related to the acquisition of fixed assets for use and consumption; |
(iv) | ISS (Service Tax) - Not collected and/or under-collected; |
(v) | IRPJ and CSLL (Income and Social Contribution Taxes) - Monetary variation on credits overpaid in 1997 and 1998; |
(vi) | INSS (Social Security) - Related to the Bresser and Summer Plans, as well as others social security and SAT; |
(vii) | COFINS - Repass; and |
(viii) | Withholding tax (IRRF) - Operations related to hedge for covering debts. |
Civel
The main lawsuits are presented as follows:
(i) | Repayments resulting from PCT - the plaintiffs intend to pay the compensations related to the contracts resulting from the Community Telephony Program. Such proceedings are encountered in various phases: First instance, Court of Appeals and Higher Court of Appeals; |
(ii) | Lawsuits of a consumerist nature; |
(iii) | Contractual - Lawsuits related to the claim for a percentage resulting from the Real Plan, to be applied in a contract for rendering services, review of conversion of installments in URV and later in real, related to the supply of equipment and rendering of services; and |
(iv) | Attendance for customers points - Public civil lawsuits arising from the closing of customer attendance points. |
Contingencies with a Remote Risk
In addition to the claims mentioned, there are also contingencies considered to be of a remote risk to the amount of R$32,211 (R$29,698 on June 30, 2004) for Company and R$1,439,913 (R$1,341,190 on June 30, 2004) for Consolidated.
The Subsidiary Brasil Telecom S.A. has contracts for letters of guarantees signed with financial institutions, as a complementary guarantee for lawsuits in provisory execution, in the amount of R$213,902 (R$192,260 in June 30, 2004). Most of these contracts, representing 15%, have a stated period for termination during the next twelve months and the remainder is for an indeterminate period of time. The remuneration for these contracts varies between 0.75% p.a. and 4.00% p.a., representing an average weighted rate of 1.06% a.a.
The judicial deposits related with contingencies and contested taxes (suspended demand) are described in Note 21.
The Company is authorized to increase its capital by means of a resolution of the Board of Directors to a total limit of 700,000,000,000 (seven hundred billion) common or preferred shares, observing the legal limit of 2/3 (two thirds) for the issue of preferred shares without voting rights.
By means of a resolution of the General Shareholders Meeting or the Board of Directors, the Companys capital can be increased by the capitalization of retained earnings or prior reserves allocated by the General Shareholders Meeting. Under these conditions, the capitalization can be effected without modifying the number of shares.
The capital is represented by common and preferred stock, with no par value, and it is not mandatory to maintain the proportion between the shares in the case of capital increases.
By means of a resolution of the General Shareholders Meeting or the Board of Directors, preference rights can be excluded for the issue of shares, subscription bonuses or debentures convertible into shares in the cases stipulated in article 172 of Corporation Law.
The preferred shares do not have voting rights, except in the cases specified in the sole paragraphs of articles 11 and 14 of the bylaws, but are assured priority in receiving the minimum non-cumulative dividend of 6% per annum, calculated on the amount resulting from dividing the capital by the total number of Company shares, or 3% per annum calculated on the amount resulting from dividing the net book shareholders equity by the total number of Company shares, whichever is greater.
Subscribed and paid-up capital as of the balance sheet date is R$2,586,240 (R$2,568,240 as of June 30, 2004) represented by shares without par value as follows:
TYPE OF SHARES | Total of Shares | Shares held in Treasury | Outstanding Shares | |||
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
Common | 134,031,688 | 134,031,688 | 1,480,800 | 1,480,800 | 132,550,888 | 132,550,888 |
Preferred | 226,007,753 | 226,007,753 | - | - | 226,007,753 | 226,007,753 |
TOTAL | 360,039,441 | 360,039,441 | 1,480,800 | 1,480,800 | 358,558,641 | 358,558,641 |
09/30/04 | 06/30/04 | |
BOOK VALUE PER THOUSAND OUTSTANDING SHARES (R$) | 17.57 | 17.32 |
In the determination of the calculation of the book value per thousand of shares the shares held in treasury are maintained, which are originated from the following repurchasing program:
Stock Repurchase Program Relevant Facts on September 13, 2004
The Companys Board of Directors approved, on the above mentioned dates, the proposals to repurchase preferred stock issued by the Company, for holding in treasury or cancellation or subsequent sale, under the following terms and conditions: (i) the retained earnings account represented the origin of the funds invested in purchasing the stock; (ii) the authorized quantity for the repurchase of Company stock for holding in treasury was limited to 10% of preferred shares outstanding in the market; and (iii) the period determined for the acquisition was 365 days, in accordance with CVM Instruction 390/03.
The repurchase of preferred and common shares issued by the Company for holding in treasury, is authorized up to the limit of 6,567,552,722 and 22,600,755,298 for each class of shares, respectively. To reach this limit, the Company could acquire the quantity of 5,086,752,722 common shares and the total limit authorized for repurchase of the preferred shares.
The exchange of the treasury shares is presented as follows:
09/30/04 | 06/30/04 | |||
Preferred shares (thousands) | Amount | Preferred shares (thousands) | Amount | |
Opening balance in the quarter | 1,480,800 | 20,846 | 1,480,800 | 20,846 |
Closing balance in the quarter | 1,480,800 | 20,846 | 1,480,800 | 20,846 |
Cost of shares (R$) | 09/30/04 | 06/30/04 |
Average | 14.08 | 14.08 |
Minimum | 12.40 | 12.40 |
Maximum | 17.00 | 17.00 |
The unit cost of acquisition consider the totality of stock repurchase program.
There were no disposals of these purchased preferred shares up to the end of the quarter.
The market value of treasury shares at the balance sheet date was the following:
09/30/04 | 06/30/04 | |
Number of preferred shares in treasury (thousand of shares) | 1,480,800 | 1,480,800 |
Quote per lot of thousand shares at BOVESPA (R$) | 20.45 | 16.43 |
Market value | 30,282 | 24,330 |
The Company maintains the balance of treasury stock in a separate account. For presentation purposes, the value of the treasury stock is deducted from the reserves that gave rise to it, and is presented as follows:
RETAINED EARNINGS | ||
09/30/04 | 06/30/04 | |
BOOK VALUE | 2,518,855 | 2,429,155 |
TREASURY STOCK | (20,846) | (20,846) |
NET BALANCE OF TREASURY STOCK | 2,498,009 | 2,408,309 |
Capital reserves are recognized in accordance with the following practices:
Reserve for Premium on Subscription of Shares: results from the difference between the amount paid on subscription, and the portion allocated to capital.
Special Goodwill Reserve arising on merger: represents the net value of the contra entry of the goodwill recorded in deferred charges as provided by CVM Instructions 319/99 and 320/99. When the corresponding tax credits are used, the reserve is capitalized, annually, in the name of the controlling shareholder, observing the preferred rights of the other shareholders.
Other Capital Reserves: formed by the contra entry of the funds invested in income tax incentives.
The profit reserves are recognized in accordance with the following practices:
Legal Reserve: allocation of five percent of the annual net income, up to twenty percent of paid-up capital or thirty percent of capital plus capital reserves. The Legal Reserve is only used to increase capital, or to offset losses.
Unrealized profit reserve: recognized in the year in which the amount of the mandatory dividend, calculated in accordance with the statutory provisions or with article 202 of Law 6,404/76, exceeds the realized portion of net income. The reserve can offset losses in subsequent years or, when realized, comprise the calculation of net income adjusted for dividend payments. According to the restatement required by Law 10,303/1, the income recorded under the unrealized profit reserve as from 2002 financial year should be considered at the value of the dividend postponed. However the unrealized profit reserve formed under the previous regulations, when realized, will continue to form part of the calculation base for the dividends, this case of unrealized profit reserves existed in the Company.
Retained Earnings: Comprises the remaining balances of net income, adjusted according to the terms of article 202 of Law nr 6,404/76, or by the recording of adjustments from prior years, if applicable.
The dividends are calculated in accordance with the Company bylaws and the corporate law. Mandatory minimum dividends are calculated in accordance with article 202 of Law 6,404/76, and the preferred or priority dividends are calculated in accordance with the Company bylaws. As a result of a resolution by the Board of Directors, the Company may pay or credit, as dividends, Interest on Shareholders Equity (JSCP), under the terms of article 9, paragraph 7, of Law number 9,249, dated December 26, 1995. The interests paid or credited will be offset against the minimum statutory dividend.
The JSCP credited to the shareholders and that will be allocated to dividends, net of income tax, as part of the proposed allocation of income for the current year that will be closed by the end of 2004, and to be submitted for approval of the general shareholders meeting, are as follows:
09/30/04 | 09/30/03 | |
INTERESTS ON SHAREHOLDERS'EQUITY - JSCP CREDITED | 75,000 | 122,000 |
COMMON SHARES | 27,986 | 45,632 |
PREFERRED SHARES | 47,014 | 76,368 |
WITHHOLDING TAX (IRRF) | (11,250) | (18,300) |
NET JSCP | 63,750 | 103,700 |
CONSOLIDATED |
09/30/04 | 09/30/03 | |
LOCAL SERVICE | 5,075,873 | 4,806,871 |
Installation fees | 26,186 | 26,657 |
Basic subscription | 2,277,825 | 2,112,210 |
Measured service charges | 1,072,543 | 1,048,465 |
Fixed to mobile calls - VC1 | 1,627,524 | 1,537,014 |
Rent | 1,215 | 1,276 |
Other | 70,580 | 81,249 |
LONG DISTANCE SERVICES | 1,897,002 | 1,458,496 |
Inter-Sectorial Fixed | 814,697 | 806,682 |
Intra-Regional Fixed (Inter-Sectorial) | 304,101 | 266,338 |
Fixed to mobile calls - VC2 and VC3 | 140,500 | - |
International | 617,737 | 385,058 |
INTERCONNECTION (USE OF THE NETWORK) | 19,480 | 418 |
Fixed-Fixed | 485 | - |
Mobile-Fixed | 2 | - |
LEASE OF MEANS | 553,164 | 619,574 |
PUBLIC TELEPHONE | 356,274 | 455,860 |
DATA COMMUNICATIONS | 196,890 | 163,714 |
SUPPLEMENTARY, INTELLIGENT NETWORK AND ADVANCED TELEPHONY SERVICES | 172,455 | 154,596 |
OTHER SERVICES FROM THE MAIN ACTIVITY | 355,594 | 279,141 |
OTHER | 759,233 | 545,266 |
GROSS OPERATING REVENUE | 320,374 | 262,787 |
TAXES ON GROSS REVENUE | 104,182 | 31,526 |
OTHER DEDUCTIONS FROM GROSS REVENUE | 23,543 | 19,329 |
NET OPERATING REVENUE | 9,261,420 | 8,177,586 |
10. COST OF SERVICES RENDERED
The costs incurred in the generation of services rendered are as follows:
CONSOLIDATED |
09/30/04 | 09/30/03 | |
PERSONNEL | (87,927) | (87,364) |
MATERIALS | (66,809) | (61,063) |
THIRD-PARTY SERVICES | (476,727) | (435,726) |
INTERCONNECTION | (1,650,290) | (1,310,837) |
RENT, LEASING AND INSURANCE | (252,254) | (234,929) |
CONNECTION MEANS | (31,418) | (8,586) |
FISTEL | (10,567) | (9,198) |
DEPRECIATION AND AMORTIZATION | (1,620,361) | (1,450,109) |
OTHER | (5,448) | (3,648) |
Total | (4,201,801) | (3,601,460) |
The expenses related to commercialization activities are detailed according to the following nature:
CONSOLIDATED |
09/30/04 | 09/30/03 | |
PERSONNEL | (99,552) | (95,070) |
MATERIALS | (1,301) | (1,393) |
THIRD-PARTY SERVICES | (309,790) | (259,107) |
RENT, LEASING AND INSURANCE | (3,065) | (3,717) |
PROVISION FOR DOUBTFUL ACCOUNTS | (7,166) | (75) |
LOSSES ON ACCOUNTS RECEIVABLE | (273,800) | (195,364) |
DEPRECIATION AND AMORTIZATION | (4,095) | (4,004) |
OTHER | (205) | (294) |
TOTAL | (698,974) | (559,024) |
The expenses related to administrative activities, which include the information technology expenses are detailed according to the following nature:
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 09/30/03 | 09/30/04 | 09/30/03 | |
PERSONNEL | (3,934) | (3,124) | (115,347) | (105,899) |
MATERIALS | (50) | (67) | (3,300) | (2,714) |
THIRD-PARTY SERVICES | (6,560) | (8,288) | (385,605) | (294,329) |
RENT, LEASING AND INSURANCE | (1,657) | (2,042) | (30,845) | (51,392) |
DEPRECIATION AND AMORTIZATION | (1,536) | (1,981) | (151,900) | (114,890) |
OTHER | (6) | (15) | (827) | (670) |
TOTAL | (13,743) | (15,517) | (687,824) | (569,894) |
13.OTHER OPERATING INCOME (EXPENSES)
Following are presented the remaining income and expenses attributed to operational activities:
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 09/30/03 | 09/30/04 | 09/30/03 | |
TECHNICAL AND ADMINISTRATIVE SERVICES | 209 | 920 | 47,852 | 26,116 |
OPERATIONAL INFRASTRUCTURE RENT AND OTHER TELECOM COMPANIES | - | - | 35,065 | 32,650 |
FINES | (1,739) | (2) | 45,257 | 55,493 |
RECOVERED TAXES AND EXPENSES | 2,344 | - | 60,383 | 325 |
WRITE OFF OF REVENUE IN THE PROCESS OF CLASSIFICATION | - | - | - | 14,060 |
DIVIDENDS ALLOCATED | - | 7,595 | - | 18,139 |
INVESTMENTS DIVIDENDS VALUED AT COST | - | - | (2,338) | 175 |
REDUNDANCY PROGRAM | (308) | (473) | (36,415) | (22,521) |
TAXES (OTHER THAN ON GROSS REVENUE, INCOME AND SOCIAL CONTRIBUTION TAXES) | - | - | (7,570) | (12,958) |
DONATIONS AND SPONSORSHIPS | (367) | - | (128,382) | (51,940) |
CONTINGENCES - PROVISION/REVERSAL | - | - | (7,075) | - |
REVERSAL OF OTHER PROVISIONS | - | 19 | 19,774 | 1,834 |
SEVERANCE PAY | (1,409) | (1,409) | (48,130) | (7,676) |
COURT FEES | - | - | (32) | (4,835) |
WRITE OFF OF AMOUNTS RECOVERABLE & OTHER CREDITS | - | - | (2,836) | (1,193) |
AMORTIZATION OF GOODWILL ON INVESTMENT ACQUISITION | (1,653) | - | (1,653) | - |
OTHER EXPENSES REVENUE/EXPENSES | (206) | - | (10,162) | (6,021) |
TOTAL | (3,129) | 6,650 | (36,262) | 41,648 |
14. FINANCIAL INCOME (EXPENSES), NET
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 09/30/03 | 09/30/04 | 09/30/03 | |
FINANCIAL INCOME | 234,663 | 313,648 | 411,634 | 289,163 |
LOCAL CURRENCY | 231,210 | 309,688 | 370,548 | 245,855 |
ON RIGHTS IN FOREIGN CURRENCY | 3,453 | 3,960 | 41,086 | 43,308 |
FINANCIAL EXPENSES | (166,137) | (262,424) | (848,168) | (967,117) |
LOCAL CURRENCY | (87,801) | (93,992) | (584,003) | (657,273) |
ON LIABILITIES IN FOREIGN CURRENCY | (3,336) | (46,432) | (108,348) | (104,069) |
INTEREST ON EQUITY | (75,000) | (122,000) | (155,817) | (205,775) |
TOTAL | 68,526 | 51,224 | (436,534) | (677,954) |
The Interest on Shareholders Equity was reversed in the statement of income and deducted from retained earnings, in shareholders equity, in accordance with CVM Resolution 207/96.
15. NONOPERATING INCOME (EXPENSES)
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 09/30/03 | 09/30/04 | 09/30/03 | |
AMORTIZATION OF GOODWILL ON MERGER (CVM INSTRUCTION 319/99) | (158,289) | (158,289) | (300,284) | (300,284) |
REVERSAL OF PROVISION FOR MAINTENANCE OF INTEGRITY OF SHAREHOLDERS EQUITY (CVM INSTRUCTION 349/01) | 158,289 | 158,289 | 300,284 | 300,284 |
AMORTIZATION OF GOODWILL ON MERGER | - | - | (93,011) | (93,011) |
PROVISION FOR REALIZABLE AMOUNT AND FIXED ASSET LOSSES | - | - | 5,789 | 1,693 |
GAIN (LOSS) ON PERMANENT ASSET DISPOSALS | - | (148) | (65,990) | (20,033) |
INVESTMENT LOSSES | (7,309) | 811 | (7,309) | 812 |
PROVISION FOR INVESTMENT LOSSES * | (14) | (15) | (13,518) | (629) |
OTHER NONOPERATING INCOME (EXPENSES) | - | - | (3,913) | 3,275 |
TOTAL | (7,323) | 648 | (177,952) | (107,893) |
In May of current fiscal year the subsidiary Brasil Telecom S.A. finalized the acquisition of total interest in the capital of VANT, whose negotiation for acquisition started at the end of the 2001 fiscal year. At the time of acquisition VANT presented negative equity in the amount of R$14,208. The subsidiary recorded a provision in the amount of negative equity as nonoperating expenses, as well as the R$51,594 referring to the amount invested. Such amounts are recognized in the consolidated nonoperating expenses.
16. INCOME AND SOCIAL CONTRIBUTION TAXES
Income and social contribution taxes are booked on accrual basis, being temporary differences deferred. The provision for income and social contribution taxes recognized in the income statement are as follows:
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 09/30/03 | 09/30/04 | 09/30/03 | |
INCOME BEFORE TAXES AND AFTER PROFIT SHARING | 222,949 | 234,428 | 316,169 | 331,562 |
Results of subsidiaries which are not subject to income and social contribution taxes | - | - | 28,136 | - |
Total taxable income | 222,949 | 234,428 | 344,305 | 331,562 |
EXPENSE RELATED TO INCOME TAX (10%+15%=25%) | (55,738) | (58,607) | (86,076) | (82,891) |
PERMANENT ADDITIONS | (3,156) | (420) | (58,645) | (34,306) |
Amortization of goodwill | (352) | (352) | (33,357) | (1,918) |
Equity in subsidiaries | (9) | (2) | (872) | - |
Non-operating equity in subsidiaries | (1,827) | - | (1,827) | - |
Provision for losses on investments | - | - | (12,899) | - |
Other additions | (968) | (66) | (9,690) | (32,388) |
PERMANENT EXCLUSIONS | 6,162 | 7,734 | 18,674 | 2,719 |
Equity | 6,162 | 7,483 | 541 | - |
Dividends on investments stated at cost/Dividends prescribed | - | 30 | 90 | 30 |
Recoverable of federal taxes | - | - | 4,882 | - |
Other exclusions | - | 221 | 13,161 | 2,689 |
OTHER | (3,561) | - | (1,041) | 1,082 |
EFFECT OF INCOME TAX IN STATEMENT OF INCOME | (56,293) | (51,293) | (127,088) | (113,396) |
EXPENSE RELATED TO SOCIAL CONTRIBUTION TAX (9%) | (20,066) | (21,099) | (30,987) | (29,841) |
PERMANENT ADDITIONS | (943) | (129) | (19,809) | (11,039) |
Amortization of goodwill | (127) | (127) | (12,008) | (9,061) |
Equity in subsidiaries | (3) | (1) | (314) | - |
Non-operating equity in subsidiaries | (658) | - | (658) | - |
Provision for losses on investments | - | - | (4,643) | - |
Other additions | (155) | (1) | (2,186) | (1,978) |
PERMANENT EXCLUSIONS | 2,218 | 2,778 | 5,588 | 930 |
Equity | 2,218 | 2,694 | 195 | - |
Dividends on investments stated at cost/Dividends prescribed | - | 11 | 32 | 714 |
Recoverable of federal taxes | - | - | 1,758 | - |
Other exclusions | - | 73 | 3,603 | 216 |
OTHER | (914) | - | 379 | - |
EFFECT OF SOCIAL CONTRIBUTION IN TAX STATEMENT OF INCOME | (19,705) | (18,450) | (44,829) | (39,950) |
INCOME AND SOCIAL CONTRIBUTION TAX EXPENSE IN STATEMENT OF INCOME | (75,998) | (69,743) | (171,917) | (153,346) |
17. CASH AND CASH EQUIVALENTS
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
CASH | 16 | 16 | 523 | 453 |
BANKS | 70 | 72 | 227,539 | 72,030 |
TEMPORARY CASH INVESTMENTS | 801,450 | 535,453 | 3,172,383 | 2,433,796 |
TOTAL | 801,536 | 535,541 | 3,400,445 | 2,506,279 |
Temporary cash investments represent amounts invested in portfolios managed by financial institutions, and refer to federal bonds with average yield equivalent to interbank deposit rates (DI CETIP - CDI), contracts in the Futures and Commodities Exchange - BM&F, linked to foreign exchange variation and interest of around 5% p.a., and in the investment funds with exchange rate variation plus interest of 1% p.a. to 4.25% p.a. due to consolidated.
Cash Flow Statement
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 09/30/03 | 09/30/04 | 09/30/03 | |
OPERATIONS | ||||
NET INCOME FOR THE PERIOD | 162,152 | 286,685 | 210,625 | 286,782 |
MINORITY INTEREST | 59,800 | - | 89,444 | 97,209 |
INCOME ITEMS THAT DO NOT AFFECT CASH FLOW | (125,566) | 47,164 | 3,076,328 | 2,525,693 |
Depreciation and amortization | 2,945 | 3,389 | 1,917,497 | 1,669,596 |
Losses on accounts receivable from services | - | - | 284,702 | 201,032 |
Provision for doubtful accounts | - | - | 6,615 | (5,593) |
Provision for contingencies | 367 | 1 | 128,383 | 51,941 |
Deferred taxes | (12,201) | (19,134) | 168,408 | 58,399 |
Amortization of premium paid on the acquisition of investments | 14 | 163 | 80,053 | 18,186 |
Income from writing off permanent assets | 57,896 | 92,354 | 482,036 | 525,476 |
Financial charges | (181,896) | (28,798) | - | - |
Equity gain (loss) | 7,309 | (811) | 8,634 | 6,656 |
Investment gain/loss | - | - | - | - |
CHANGES IN ASSETS AND LIABILITIES | 173,622 | 49,340 | (935,523) | (674,753) |
CASH FLOW FROM OPERATIONS | 270,008 | 383,189 | 2,440,874 | 2,234,931 |
FINANCING | ||||
Dividends/interest on equity paid during the period | (187,840) | (97,101) | (255,672) | (180,882) |
Loans and financing | (254,231) | (59,834) | 595,898 | (687,473) |
Loans obtained | 17 | - | 2,008,718 | 83,716 |
Loans paid | (191,582) | (182) | (1,078,127) | (389,573) |
Interest paid | (62,649) | (59,652) | (334,693) | (381,616) |
Acquisition of own shares | - | - | 13,946 | 2,522 |
Stock repurchase | - | (11,671) | - | (11,671) |
Other cash flow from financing | - | - | 6,101 | (27,867) |
CASH FLOW FROM FINANCING | (442,071) | (168,606) | 360,273 | (905,371) |
INVESTMENTS | ||||
Short-term financial investments | 482,661 | 69,894 | (553) | 4,952 |
Providers of investments | (179) | 232 | 466,238 | (42,875) |
Income obtained from the sale of permanent assets | - | 9,100 | 6,028 | 16,917 |
Investments in permanent assets | 234 | (1,294) | (1,824,018) | (1,295,349) |
Investments | 234 | (1,294) | (1,653,141) | (1,033,618) |
Investments for acquisition of subsidiaries | - | - | (170,877) | (261,731) |
Value of acquisition | - | - | (174,542) | (295,194) |
Cash and cash equivalents agregated | - | - | 3,665 | 33,463 |
Other cash flow from investments | (8) | (14) | (5,053) | (5,173) |
CASH FLOW FROM INVESTMENTS | 482,691 | 77,918 | (1,357,374) | (1,321,528) |
CASH FLOW FOR THE PERIOD | 310,645 | 292,501 | 1,443,789 | 8,032 |
CASH AND CASH EQUIVALENTS | ||||
Closing balance | 801,536 | 465,764 | 3,400,445 | 1,604,195 |
Opening balance | 490,891 | 173,263 | 1,956,656 | 1,596,163 |
CHANGES IN CASH AND CASH EQUIVALENTS | 310,645 | 292,501 | 1,443,789 | 8,032 |
18. TRADE ACCOUNTS RECEIVABLE
The amounts related to accounts receivable are as follows:
CONSOLIDATED |
09/30/04 | 06/30/04 | |
UNBILLED AMOUNTS | 867,380 | 777,585 |
BILLED AMOUNTS | 1,416,986 | 1368,356 |
ALLOWANCE FOR DOUBTFUL ACCOUNTS | (191,107) | (185,368) |
TOTAL | 2,093,259 | 1,960,573 |
CURRENT | 1,405,890 | 1,289,870 |
PAST DUE - 01 TO 30 DAYS | 394,576 | 337,558 |
PAST DUE - 31 TO 60 DAYS | 131,570 | 135,093 |
PAST DUE - 61 TO 90 DAYS | 80,349 | 76,959 |
PAST DUE - 91 TO 120 DAYS | 51,321 | 88,381 |
PAST DUE - OVER 120 DAYS | 220,660 | 218,080 |
19. LOANS AND FINANCING - ASSETS
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
LOANS | ||||
LOANS TO SUBSIDIARY | 79,906 | 91,835 | - | - |
LOANS | 126,388 | 126,637 | 137,602 | 137,077 |
FINANCING | ||||
DEBENTURES OF SUBSIDIARY | 934,778 | 1,383,439 | - | - |
TOTAL | 1,141,072 | 1,601,911 | 137,602 | 137,077 |
CURRENT | - | - | 2,538 | 2,511 |
NONCURRENT | 1,141,072 | 1,601,911 | 135,064 | 134,566 |
The loans and financing account includes the amount of R$126,388 (R$126,637 on June 30, 2004), related to the assets transferred to Brasil Telecom Participações S.A. in the TELEBRÁS spin-off process, referring to liabilities of Telebrasília Celular S.A. and Telegoiás Celular S.A. through a repass of funds for financing their expansions. These amounts are subject to exchange variation plus interest between 11.55% p.a., and the semiannual Libor rate plus 1% or 1.5% per year. These loans are being challenged in the courts by the holding company of the aforementioned mobile cellular operators, and therefore are not being received. According to the opinion of the Companys legal counselors, there are no expectations of loss in relation to these receivables.
The income related to the restatement of the charges on these loans receivable is being deferred for tax purposes, and the corresponding deferred income and social contribution taxes are recognized.
The amounts related to loans and debentures receivable from the Subsidiary until September 30, 2004, in the amount of R$423,390 (R$483,213 in June 30, 2004), are being presented in the noncurrent assets, in accordance with the article Nr. 179, under the Corporate Law.
20. DEFERRED AND RECOVERABLE TAXES
Deferred income related to income and social contribution taxes
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
SOCIAL CONTRIBUTION TAX | ||||
DEFERRED SOCIAL CONTRIBUTION TAX on: | 150 | 146 | 155,683 | 148,981 |
Provision for contingencies | - | - | 47,518 | 45,980 |
Allowance for doubtful accounts | - | - | 10,554 | 30,493 |
Negative calculation base | 266 | 224 | 7,113 | 5,644 |
Provision for employee profit sharing | - | - | 47,429 | 44,348 |
Unrealized revenue | 13,191 | 26,381 | 13,191 | 26,381 |
Goodwill on Bluetel acquisition (CVM Instr. 349/01) | - | - | 55,221 | 67,053 |
Goodwill on CRT acquisition | - | - | 122,165 | 127,476 |
Provision for pension plan actuarial insufficiency coverage | - | - | 14,513 | 14,113 |
Other provisions | - | 92 | 32,977 | 34,739 |
SUBTOTAL | 13,607 | 26,843 | 506,364 | 545,208 |
INCOME TAX | ||||
DEFERRED INCOME TAX on: | ||||
Provision for contingencies | 54 | 52 | 56,046 | 53,633 |
Allowance for doubtful accounts | - | - | 17,106 | 16,553 |
Tax loss carryforwards | - | - | 3,799 | 13,338 |
Provision for employee profit sharing | 96 | 134 | 2,544 | 2,537 |
Unrealized revenue | 4,749 | 9,498 | 4,749 | 9,498 |
ICMS - 69/98 Agreement | - | - | 19,879 | 24,139 |
Goodwill on Bluetel acquisition (CVM Instr. 349/01) | - | - | 43,979 | 45,891 |
Goodwill on CRT acquisition | 80 | 33 | 12,916 | 13,047 |
Provision for pension plan actuarial insufficiency coverage | 4,979 | 9,717 | 161,018 | 178,636 |
Provision for COFINS/CPMF suspended collection | 18,586 | 36,560 | 667,382 | 723,844 |
Other provisions | 18,586 | 36,560 | 297,445 | 356,803 |
SUBTOTAL | - | - | 369,937 | 367,041 |
TOTAL | 150 | 146 | 155,683 | 148,981 |
CURRENT | - | - | 47,518 | 45,980 |
NONCURRENT | - | - | 10,554 | 30,493 |
The periods during, which the deferred tax assets corresponding to income tax and social contribution on net income (CSLL) are expected to be realized, are shown below, which are derived from temporary differences between book income according on the accrual basis and taxable income. The realization periods are based on a technical study using forecast future taxable income, generated in financial years when the temporary differences will become deductible expenses for tax purposes. This asset is maintained according to the requirements of CVM Instruction 371/02, being a technical study annually, when the closing of the fiscal year, submited to approval of the Executive Board, Board of Directors as well as the fiscal council.
PARENT COMPANY | CONSOLIDATED |
2004 | 17,991 | 95,817 |
2005 | 595 | 292,880 |
2006 | - | 54,061 |
2007 | - | 43,859 |
2008 | - | 41,034 |
2009 to 2011 | - | 47,603 |
2012 to 2013 | - | 18,426 |
After 2013 | - | 73,702 |
TOTAL | 18,586 | 667,382 |
CURRENT | 18,586 | 297,445 |
NONCURRENT | - | 369,937 |
The recoverable amount foreseen after the year 2013 is a result of a provision to cover an actuarial insufficiency of the pension plan, that is being settled by Brasil Telecom S.A. according to the maximum period established by the Supplementary Pensions Department (SPC), which is 17 years and 3 months. Despite the time limit stipulated by the SPC and according to the estimated future taxable income, the subsidiary presents conditions to fully offset the deferred taxes in a period lower than ten years, if it opts to fully anticipate the payment of the debt. Tax credits in the amount of R$117,442, attributed to the Consolidation were not recorded, due to the history of losses or uncertainties of taxable income in the next ten years in VANT, MetroRED, BrT CSH, BrT CS Ltda. and Freelance S.A., indirect subsidiaries.
Other Tax Carryforwards
It
is comprised of Federal withholding taxes and payments made, calculated based on legal
estimates, which will be offset against future tax obligations. The ICMS recoverable
arises, for the most part, from credits recorded in the acquisition
of fixed assets, whose compensation with ICMS payable may occur in up to 48 months,
according to Complementary Law nr 102/00.
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
INCOME TAX | 309,219 | 288,653 | 392,034 | 381,131 |
SOCIAL CONTRIBUTION TAX | 11,657 | 11,646 | 16,623 | 18,724 |
ICMS (state VAT) | 114 | 80 | 397,897 | 367,798 |
PIS AND COFINS | - | - | 93,738 | 65,325 |
OTHER | 8 | 9 | 29,766 | 3,980 |
TOTAL | 320,998 | 300,388 | 930,058 | 836,958 |
CURRENT | 104,062 | 87,983 | 468,665 | 413,039 |
NONCURRENT | 216,936 | 212,405 | 461,393 | 423,919 |
21. JUDICIAL DEPOSITS
Balances of judicial deposits related with contingencies and contested taxes (suspended demand):
PARENT COMPANY | CONSOLIDATED |
NATURE OF RELATED LIABILITIES | 09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 |
LABOR | 2 | 2 | 323,926 | 301,364 |
CIVIL | - | - | 48,236 | 49,699 |
TAX | ||||
CHALLENGED TAXES - ICMS 69/98 AGREEMENT |
- | - | 189,646 | 177,285 |
OTHER | - | - | 59,900 | 58,413 |
TOTAL | 2 | 2 | 621,708 | 586,761 |
CURRENT | - | - | 163,678 | 158,325 |
NONCURRENT | 2 | 2 | 458,030 | 428,436 |
22. OTHER ASSETS
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
DIVIDENDS/INTERST ON SHAREHOLDERS EQUITY RECEIVABLE | 133,690 | 133,690 | - | - |
RECEIVABLES FROM OTHER TELECOM COMPANIES | - | - | 103,192 | 106,237 |
ADVANCES TO SUPPLIERS | 75 | - | 32,298 | 105,660 |
CONTRACTUAL GUARANTEES AND RETENTIONS | - | - | 35,316 | 39,720 |
ADVANCES TO EMPLOYEES | 85 | 85 | 28,481 | 23,689 |
RECEIVABLES FROM SALE OF ASSETS | - | - | 29,309 | 13,560 |
PREPAID EXPENSES | 9,966 | 8,945 | 98,456 | 104,904 |
ASSETS FOR SALE | - | - | 111,416 | 19,061 |
TAX INCENTIVES | - | - | 18,315 | 18,315 |
COMPULSORY DEPOSITS | - | - | 1,750 | 1,750 |
OTHER | 848 | 3,656 | 13,667 | 14,193 |
TOTAL | 144,664 | 146,376 | 472,200 | 447,089 |
CURRENT | 141,824 | 142,944 | 310,774 | 250,431 |
NONCURRENT | 2,840 | 3,432 | 161,426 | 196,658 |
23. INVESTMENTS
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
INVESTMENT VALUED USING THE EQUITY METHOD | 4,474,821 | 4,402,737 | - | - |
BRASIL TELECOM S.A. | 4,434,943 | 4,362,610 | - | - |
NOVA TARRAFA PARTICIPAÇÕES LTDA. |
37,011 | 37,011 | - | - |
NOVA TARRAFA INC. | 2,867 | 3,116 | - | - |
GOODWILL ON ACQUISITION OF INVESTMENTS | 2,190 | 2,661 | 188,743 | 220,268 |
CRT | 2,190 | 2,661 | 2,191 | 2,661 |
IBEST GROUP | - | - | 78,329 | 99,560 |
BRT CABOS SUBMARINOS GROUP | - | - | 7,054 | 7,681 |
MTH Ventures do Brasil | - | - | 101,169 | 110,366 |
INVESTMENTS VALUED USING THE ACQUISITION COST | 6,911 | 6,911 | 230,095 | 242,883 |
TAX INCENTIVES (NET OF ALLOWANCE FOR LOSSES) | 1,724 | 1,724 | 29,105 | 29,010 |
OTHER INVESTMENTS | - | - | 373 | 373 |
TOTAL | 4,485,646 | 4,414,033 | 448,316 | 492,534 |
Investments valued using the equity method: comprise the Companys ownership interest in its subsidiaries Brasil Telecom S.A., Nova Tarrafa Participações Ltda., and Nova Tarrafa Inc., the principal data of which are as follow:
BT S.A. | NTP (Ltda.) | NTI | |
SHAREHOLDERS EQUITY | 6,698,158 | 37,011 | 2,867 |
CAPITAL | 3,401,245 | 32,625 | 2,867 |
BOOK VALUE PER SHARE/SHAREQUOTA (R$) | 0,012 | 1,13 | 2,857,80 |
NET INCOME/(LOSS) IN THE QUARTER | 263,568 | (4) | - |
NUMBER OF SHARES/SHAREQUOTAS HELD BY COMPANY | |||
COMMON SHARES | 247,276,296,466 | - | 1,003 |
PREFERRED SHARES | 112,516,802,381 | - | - |
SHAREQUOTAS | - | 32,624,928 | - |
OWNERSHIP % IN SUBSIDIARYS CAPITAL (1) | |||
IN TOTAL CAPITAL | 66.05% | 99.99% | 100% |
IN VOTING CAPITAL | 99.07% | 99.99% | 100% |
DIVIDENDS/INTEREST ON SHAREHOLDERS EQUITY RECEIVABLE | 133,690 | - | - |
(1) | It considers the capital stock in circulation. |
The following valued compose the Equity Method:
OPERATING | NONOPERATING |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
BRASIL TELECOM S.A. | 181,931 | 109,696 | (7,309) | (7,407) |
NOVA TARRAFA PARTICIPAÇÕES LTDA. | (4) | (5) | - | - |
NOVA TARRAFA INC. | (31) | 219 | - | - |
TOTAL | 181,896 | 109,910 | (7,309) | (7,407) |
Investments valued using the cost: ownership interest obtained by converting into shares or capital quotas the tax incentive investments in regional FINOR/FINAM funds, or those investments based on the Law of Incentive to Information Technology Companies, or the Audiovisual Law.
Tax incentives: arise from investments in FINOR/FINAM and audiovisual funds, originated in the investment of allowable portions of income tax due.
Other investments: are related to collected cultural assets.
24. PROPERTY, PLANT AND EQUIPMENT
PARENT COMPANY |
NATURE |
09/30/04 | 06/30/04 | |||
Annual depreciation rates | Cost | Accumulated depreciation | Net book value |
Net book value | |
BUILDINGS | 4 | 3 | (3) | - | - |
ASSETS FOR GENERAL USE | 5% - 2 | 53,279 | (51,802) | 1,477 | 1,620 |
OTHER ASSETS | 20(1) | 3,893 | (3,822) | 71 | 36 |
TOTAL | 57,175 | (55,627) | 1,548 | 1,656 |
(1) | Taxa anual média ponderada. |
CONSOLIDATED |
NATURE |
09/30/04 | 06/30/04 | |||
Annual depreciation rates | Cost | Accumulated depreciation | Net book value |
Net book value | |
CONSTRUCTION IN PROGRESS | - | 891,109 | - | 891,109 | 615,057 |
PUBLIC SWITCHING EQUIPMENT | 20% | 4,913,199 | (4,223,666) | 689,533 | 783,176 |
EQUIPMENTS AND TRANSMISSION MEANS | 17.9%(1) | 10,746,838 | (7,372,685) | 3,374,153 | 3565,971 |
TERMINALS AND LAST MILE EQUIPMENT | 20% | 474,234 | (412,687) | 61,547 | 67,035 |
DATA COMMUNICATION EQUIPMENT | 20% | 1,252,035 | (522,156) | 729,879 | 703,777 |
BUILDINGS | 4% | 891,060 | (484,613) | 406,447 | 405,750 |
INFRASTRUCTURE | 9.2%(1) | 3,557,562 | (1,825,160) | 1,732,402 | 1,756,815 |
ASSETS FOR GENERAL USE | 18.3%(1) | 865,143 | (552,129) | 313,014 | 293,524 |
LAND | - | 85,932 | - | 85,932 | 86,320 |
OTHER ASSETS | 20%(1) | 836,277 | (327,348) | 508,929 | 482,016 |
TOTAL | 24,513,389 | (15,720,444) | 8,792,945 | 8,759,441 |
(1) | Taxa anual média ponderada. |
In 2004, considering the current technological stage of the telecommunications equipment, the Subsidiary Brasil Telecom S.A., based on technical report issued by Instituto Nacional de Tecnologia, in January 12, 2004, decided to changed the depreciation rates of some equipment, covering underground systems, and metallic, coaxial and optic cables. This change generated a reduction in income, net of taxes, in the amount of R$215,584.
According to the STFC concession contracts, the subsidiarys assets (Brasil Telecom S.A.) that are indispensable to providing the service, and qualified as reversible assets at the time of expiry of the concession will automatically revert to ANATEL, the subsidiary being entitled to the right to the compensation stipulated in the legislation and the corresponding contracts.
Rent Expenses
The Company rents properties, posts, access through third-party land areas (roads), equipment and connection means, formalized through several contracts, which mature on different dates. Some of these contracts are intrinsically related to the provision of services and are long-term agreements. Total rent expenses related to such contracts amount to R$45 (R$24 in 2003) for the Company and R$177,599 (R$138,380 in 2003) for the consolidated.
Leasing
The Company and the subsidiary Brasil Telecom S.A. have lease contracts for information technology equipment. This type of leasing is also used for aircraft to be used by the Company and the subsidiary in consortium with other companies, where the participation is 15.6% for the Company and 54.4% for the subsidiary. Leasing expenses recorded in the quarter amounted to R$320 (R$1,300 in 2003) for the Company and R$13,466 (R$32,870 in 2003) for the consolidated.
Insurance - Not revised
An insurance policy program is maintained for covering reversible assets and loss of profits as established in the Concession Contract with the government. Insurance expenses in the quarter were R$1,292 (R$718 in 2003) for the Company and R$9,182 (R$7,768 in 2003) for the consolidated.
The assets, responsibilities and interests covered by insurance are the following:
Type | Cover | Amount insured | |
09/30/04 | 06/30/04 | ||
Operating risks | Buildings, machinery and equipment, installations, call centers, towers, infrastructure and information technology equipment | 11,608,961 | 11,548,323 |
Loss of profit | Fixed expenses and net income | 7,370,615 | 7,370,615 |
Contractual guarantees | Compliance with contractual obligations | 120,870 | 120,870 |
Civil liabilities | Telephony service operations | 10,000 | - |
Insurance policies are also in force for third party liability and officers liability, the amount insured being the equivalent of US$15,000,000.00 (fifteen million US dollars).
There is no contractual civil liability insurance to cover clients in the case of claims or judicial suits, or optional third party liability for third party claims involving Company vehicles.
25. DEFERRED CHARGES
PARENT COMPANY |
09/30/04 | 06/30/04 | |||
Cost | Accumulated Amortization | Net book value |
Net book value | |
DATA PROCESSING SYSTEMS | 148 | (52) | 96 | 103 |
TOTAL | 148 | (52) | 96 | 103 |
CONSOLIDATED |
09/30/04 | 06/30/04 | |||
Cost | Accumulated Amortization | Net book value |
Net book value | |
GOODWILL ON CRT MERGER | 620,073 | (475,389) | 144,684 | 175,687 |
INSTALLATION AND REORGANIZATION COSTS | 230,012 | (24,262) | 205,750 | 127,369 |
DATA PROCESSING SYSTEMS | 525,110 | (150,602) | 374,508 | 356,122 |
OTHER | 14,846 | (6,682) | 8,164 | 8,455 |
TOTAL | 1,390,041 | (656,935) | 733,106 | 667,633 |
The goodwill arose from the merger of CRT into the subsidiary Brasil Telecom S.A and the amortization is being carried out over five years, based on the expected future profitability of the acquired investment.
26. PAYROLL AND RELATED CHARGES
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
SALARIES AND COMPENSATION | 43 | 27 | 1,784 | 1,758 |
PAYROLL CHARGES | 477 | 334 | 83,522 | 71,976 |
BENEFITS | 32 | 25 | 5,164 | 4,599 |
OTHER | - | - | 6,881 | 6,572 |
TOTAL | 552 | 386 | 97,351 | 84,905 |
CURRENT | 552 | 386 | 92,514 | 80,068 |
NONCURRENT | - | - | 4,837 | 4,837 |
27. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
TRADE ACCOUNTS PAYABLE | 333 | 662 | 1,451,561 | 1,108,917 |
THIRD-PARTY CONSIGNMENTS | 109 | 126 | 123,367 | 70,820 |
TOTAL | 442 | 788 | 1,574,928 | 1,179,737 |
CURRENT | 442 | 788 | 1,566,500 | 1,179,341 |
NONCURRENT | - | - | 8,428 | 396 |
The amounts recorded under long-term are derived from liabilities to remunerate the third party network, the settlement of which depends on verification between the operators, such as the reconciliation of traffic.
28. INDIRECT TAXES
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
ICMS (STATE VAT) | 65 | 58 | 1,066,105 | 983,813 |
TAXES ON OPERATING REVENUES (COFINS/PIS) | 4,853 | 5,310 | 137,713 | 152,675 |
OTHER | - | - | 22,785 | 22,432 |
TOTAL | 4,918 | 5,368 | 1,226,603 | 1,158,920 |
CURRENT | 4,918 | 5,368 | 552,430 | 504,411 |
NONCURRENT | - | - | 674,173 | 654,509 |
In 2003 the subsidiary Brasil Telecom S.A. paid PIS and COFINS taxes in installments, previously settled through offsetting tax credits, the ratification of which was refused by the Federal Revenue department, at the administrative level. The payment in installments was included in the Program for Tax Recovery (REFIS) and Special 5,660 (R$8,332 in June 30, 2004) with the period for amortization established at 9 monthly payments, and the Company still needs to pay R$42,916 (R$43,182 in June 30, 2004) for the remaining 108 months. The balances payable for both programs are charged interest at the long-term interest rate (TJLP).
With respect to the tax credits that were refused, the subsidiary has lodged appeals at the judicial level for restitution or future compensation.
The long-term portion refers to ICMS (State VAT) on the 69/98 Agreement, which is being challenged in court, and is being deposited in escrow. It also includes the ICMS deferral, based on incentives by the government of the State of Paraná.
29. TAXES ON INCOME
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
SOCIAL CONTRIBUTION TAX | ||||
LAW 8,200/91 - SPECIAL MONETARY RESTATEMENT | - | - | 3,289 | 3,699 |
UNEARNED FINANCIAL INCOME | 9,959 | 10,849 | 9,959 | 10,849 |
OTHER DEFERRED AMOUNTS | 4,922 | 5,447 | 12,580 | 6,519 |
SUBTOTAL | 14,881 | 16,296 | 25,828 | 21,067 |
INCOME TAX | ||||
LAW 8,200/91 - SPECIAL MONETARY RESTATEMENT | - | - | 9,135 | 10,275 |
UNEARNED FINANCIAL INCOME | 27,665 | 30,136 | 27,665 | 30,136 |
SUSPENDED LIABILITIES | - | 15,676 | 18,094 | 17,598 |
OTHER DEFERRED AMOUNTS | 14,211 | - | 45,807 | 19,247 |
SUBTOTAL | 41,876 | 45,812 | 100,701 | 77,256 |
TOTAL | 56,757 | 62,108 | 126,529 | 98,323 |
CURRENT | 19,134 | 21,123 | 55,141 | 28,906 |
NONCURRENT | 37,623 | 40,985 | 71,388 | 69,417 |
30. DIVIDENDS INTEREST ON SHAREHOLDERS EQUITY AND EMPLOYEE PROFIT SHARING
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
MAJORITY SHAREHOLDERS | 12,920 | 12,920 | 12,920 | 12,920 |
MINORITY SHAREHOLDERS | 76,014 | 76,267 | 180,331 | 181,126 |
TOTAL OF SHAREHOLDERS | 88,934 | 89,187 | 193,251 | 194,046 |
EMPLOYEES AND MANAGEMENT PROFIT SHARING | 1,963 | 1,494 | 44,492 | 32,819 |
TOTAL | 90,897 | 90,681 | 237,743 | 226,865 |
31. LOANS AND FINANCING (INCLUDING DEBENTURES)
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
FINANCING | 382,125 | 545,867 | 4,439,006 | 3,892,543 |
ACCRUED INTEREST | 75,864 | 117,972 | 426,094 | 451,015 |
TOTAL | 457,989 | 663,839 | 4,865,100 | 4,343,558 |
CURRENT | 200,757 | 217,852 | 1,220,314 | 1,210,368 |
NONCURRENT | 257,232 | 445,987 | 3,644,786 | 3,133,190 |
Financing
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
BNDES | - | - | 2,093,310 | 1,804,841 |
DEBENTURES | 457,569 | 663,271 | 1,399,383 | 1068,352 |
FINANCIAL INSTITUTIONS | - | - | 1,337,576 | 1,430,178 |
SUPPLIERS | 420 | 568 | 34,831 | 40,187 |
TOTAL | 457,989 | 663,839 | 4,865,100 | 4,343,558 |
Financing denominated in local currency: bear fixed interest rates of 14% p.a. bear interest based on TJLP (Long-term interest rates) plus 3.85% to 6.5% p.a., UMBNDES (unit of the National Social and Economic Development Bank) plus 3.85% p.a. to 6.5% p.a., 109% of CDI and General Market Price Index (IGP-M) plus 12% p.a. resulting in an average rate of 14.3% p.a.
Financing denominated in foreign currency: bear fixed interest rates of 1.75% to 9.38% p.a., resulting in an average rate of 8.6% p.a. and variable interest rates of LIBOR plus 0.5% to 4.0% p.a. over the LIBOR, resulting in an average rate of 2.1% p.a. The LIBOR rate on June 30, 2004 for semiannual payments was 1.83% p.a.
Debentures
Company:
In 2000, the Company issued debentures convertible into preferred shares and the purpose of the funds was financing part of the investment program of subsidiary Brasil Telecom S.A. The restated balance of the debentures, amounting to R$457,569, will be amortized in three installments, maturing in July in years 2004, 2005 and 2006. The debentures yield TJLP plus 4% p.a., payable semiannually. The portion of the interest attributed to TJLP variation exceeding 6% p.a., will be capitalized to the debentures balance.
Brasil Telecom S.A.:
Second Public Issue: 40,000 non-convertible debentures without renegotiation clause, with a unit face value of R$10, totaling R$400,000, issued on December 1, 2002. The maturity period is two years, coming to due on December 1, 2004. Yield corresponds to an interest rate of 109% of the CDI, payable half-yearly.
Third Public Issue: 50,000 non-convertible debentures without renegotiation clause, with a unit face value of R$10, totaling R$500,000, issued on July 5, 2004. The maturity period is five years, coming due on July 5, 2009. Yield corresponds to an interest rate of 100% of the CDI plus 1% p.a., payable half-yearly.
As of September 30, 2004, no debentures issued by the Company had been repurchased.
Repayment Schedule
The long-term portion is scheduled to be paid as follows:
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
2005 | 137,388 | 199,127 | 549,546 | 651,265 |
2006 | 119,785 | 246,787 | 601,355 | 695,702 |
2007 | 59 | 73 | 555,956 | 536,743 |
2008 | - | - | 156,815 | 75,337 |
2009 | - | - | 655,692 | 74,411 |
2010 | - | - | 156,172 | 71,981 |
2011 and after | - | - | 969,250 | 1,027,751 |
TOTAL | 257,232 | 445,987 | 3,644,786 | 3,133,190 |
Currency/index debt composition
PARENT COMPANY | CONSOLIDATED |
Restated by | 09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 |
TJLP (Long-term interest rate) | 457,569 | 663,271 | 2,272,913 | 2,247,468 |
UMBNDES (BNDES Basket of Currencies) | - | - | 243,948 | 195,151 |
UMBNDES HEDGE | - | - | 34,018 | 25,492 |
CDI | - | - | 941,814 | 405,082 |
US DOLLARS | 420 | 568 | 722,938 | 817,848 |
US DOLLARS HEDGE | - | - | 7,505 | 3,775 |
IENES | - | - | 563,548 | 622,047 |
Hedge in IENES | - | - | 44,020 | (10,266) |
IGP-M | - | - | 17,552 | 18,853 |
OTHER | - | - | 16,844 | 18,108 |
TOTAL | 457,989 | 663,839 | 4,865,100 | 4,343,558 |
Guarantees
The financing contracted by the Subsidiary is guaranteed by collateral of credit rights derived from the provision of telephone services and the Companys guarantee.
The subsidiary has hedge contracts on 45% (47% for Consolidated) of its dollar-denominated and iene loans and financing with third parties and 52% of the debt in UMBNDES (basket of currencies) with the BNDES, to protect against significant fluctuations in the quotations of these debt restatement factors. The gains and losses on these contracts are recognized on the accrual basis.
32. LICENSES TO EXPLOIT SERVICES
Represented by the terms signed by the subsidiary 14 Brasil Telecom Celular S.A. totally subsidiary by Brasil Telecom S.A. with ANATEL, to offer SMP Services for the next the fifteen years in the same area of operation where the subsidiary has a concession for fixed telephony. Of the contracted value 10% was paid at the time of signing the contract, and the remaining balance was fully recognized in the subsidiarys liabilities to be paid in six equal, consecutive annual installments, with maturities foreseen for the years 2005 to 2010. The remaining balance is adjusted by the variation of IGP-DI, plus 1% per month.
During the second quarter of this year new authorizations were contracted for certain frequency bands in the total amount of R$28,624. The rights to explore it are the same as the previous authorizations, payment conditions, and the maturities of the installments of these new authorizations are foreseen for the years from 2007 to 2012.
The restated balance of this liability is R$292,620, (R$275,716 in June 30, 2004).
33. PROVISIONS FOR PENSION PLANS
Liability formed by Brasil Telecom S.A. due to the actuarial deficit of the social security plans managed by BrTPREV and to SISTEL foundations, appraised by independent actuaries at the end of each fiscal year and in agreement with Deliberation CVM 371/00. On the liabilities registered are recognized the inflation effects based on the fluctuation of INPC, bear fixed interest rates of 6% per annum, according to accrual basis, being recorded in income statement of quarterly the amount of R$49,352. The contribution paid to BrTPREV on the current quarterly totalled R$73,857 for the coverage of administrative costs, which were recorded in the income statement.
The funds for sponsored supplementary pensions are detailed in Note 6.
CONSOLIDATED |
09/30/04 | 06/30/04 | |
FCRT - BrTPREV | 486,809 | 491,093 |
SISTEL - PAMEC | 1,851 | 1,794 |
TOTAL | 488,660 | 492,887 |
CURRENT | 28,022 | 28,022 |
NONCURRENT | 460,638 | 464,865 |
34. DEFERRED INCOME
There are contracts with Brasil Telecom S.A. and its subsidiaries related to the cession of telecommunications means, for which the customers made advances aimed at obtaining benefits in the future, forecast for realization in the following periods:
CONSOLIDATED |
09/30/04 | 06/30/04 | |
2004 | 3,647 | 6,287 |
2005 | 5,294 | 4,764 |
2006 | 5,123 | 4,764 |
2007 | 5,123 | 4,764 |
2008 | 5,123 | 4,763 |
2009 | 5,123 | 4,763 |
2010 | 5,123 | 4,763 |
2011 and after | 38,625 | 29,179 |
Total | 73,181 | 64,047 |
35. OTHER LIABILITIES
PARENT COMPANY | CONSOLIDATED |
09/30/04 | 06/30/04 | 09/30/04 | 06/30/04 | |
SELF-FINANCING FUNDS | - | - | 24,143 | 24,143 |
SELF-FINANCING INSTALLMENT REIMBURSEMENT - PCT | - | - | 3,534 | 4,829 |
LIABILITIES WITH OTHER TELECOM COMPANIES | - | - | 9,559 | 9,522 |
LIABILITIES FOR ACQUISITION OF ASSETS | - | - | 2,581 | 41,075 |
LIABILITIES FOR ACQUISITION OF TAX CREDITS | - | - | 20,897 | 20,897 |
BANK TRANSFER AND DUPLICATE RECEIPTS IN PROCESS | - | - | 8,482 | 8,152 |
CPMF - SUSPENDED COLLECTION | - | - | 24,318 | 23,814 |
PREPAYMENTS | - | - | 601 | 1,697 |
OTHER TAXES PAYABLE | - | - | 220 | 150 |
OTHER | 511 | 1,036 | 2,476 | 828 |
TOTAL | 511 | 1,036 | 96,811 | 135,107 |
CURRENT | 511 | 1,036 | 69,252 | 70,572 |
NONCURRENT | - | - | 27,559 | 64,535 |
Self-financing funds - Rio Grande do Sul Branch
They correspond to the credits of financial participation, paid by engaged subscribers, for acquisition of the right of use of switched fixed phone service, still under the elapsed self-financing modality. It happened that, as the shareholders of the subsidiary Brasil Telecom S.A. Branch Rio Grande do Sul (former CRT) had fully subscribed the capital increase made to repay in shares the credits for financial participation, on shares remained to be delivered to the engaged subscribers. Part of these engaged subscribers, who did not accept the Public Offer by the Company for devolution of the referred credits in money, as established in article 171, paragraph 2, of Law Nr. 6,404/76, are awaiting resolution of the ongoing lawsuit, filed by the Public Prosecution Service and Others, aiming at reimbursement in shares.
Self-financing Installment Reimbursement - PCT
Refers to the payment, either in cash or as offset installments in invoices for services, to prospective subscribers of the Community Telephony Plan - PCT, to compensate the original obligation of repayment in shares. In these cases settlements were agreed or there are judicial rulings.
36. FUNDS FOR CAPITALIZATION
The expansion plans (self-financing) were the means by which the telecommunications companies financed network investments. With the issue of Administrative Rule nr 261/97 by the Ministry of Communications, this mechanism for raising funds was eliminated, and the existing consolidated amount of R$7,794 (R$7,974 in June 30, 2004) is derived from plans sold prior to the issue of the Administrative Rule, the corresponding assets to which are already incorporated in the Companys fixed assets through the Community Telephone Plant - PCT. For reimbursement in shares, it is necessary to await the judicial ruling on the suits brought by the interested parties.
37. EARNING BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION - EBITDA
The consolidated EBITDA, reconciled with the operating income, is as follows:
CONSOLIDATED |
09/30/04 | 09/30/03 | |||
OPERATING INCOME | 537,391 | 475,320 | ||
FINANCIAL EXPENSES, NET | 436,534 | 677,954 | ||
DEPRECIATION | 1,776,356 | 1,569,002 | ||
AMORTIZ. OF GOODWILL IN ACQUISITION. OF INVESTIMENTS (1) |
48,129 | 7,583 | ||
EBITDA | 2,798,410 | 2,729,859 | ||
NET REVENUE | 6,598,786 | 5,842,004 | ||
MARGIN EBITDA | 42.4% | 46.7% |
(1) | It does not include the amortization of special goodwill of incorporation registered in account of the deferred asset, in the permanent assets, whose amortization expense composes the nonoperating income. |
38. COMMITMENTS
Services Rendered due to Acquisition of Assets
BrT SCS Bermudas acquired fixed assets from an already existing company. Together with the assets of underwater cables acquired, it assumed the obligation of providing data traffic services, initially contracted with the company that sold the assets, which was a beneficiary of the financial resources of the respective advances. The time remaining for the providing of such assumed services is around twenty years.
Financing
On July 19, 2004, the BNDES approved a financing amounting to R$1.26 billion to Brasil Telecom S.A., which will be used for investments in the fixed telephony plan and operational improvements to comply with the targets set in the General Plan of Universalization Targets - PGMU and in the General Plan of Quality Targets - PGMQ. The financing will be directly provided by the BNDES for a total period of six and a half years, with a grace period of one and a half years. The cost of the financing will be the long-term interest rate (TJLP) plus 5.5% p.a. for 80% of the total financing and a basket of currencies plus 5.5% p.a. for the remaining 20%. The funds will be released from 2004 to 2006.
39. SUBSEQUENT EVENT
The subsidiary Brasil Telecom S.A. received on October 26, 2004 the second tranche of the BNDES financing described in Note 38. This tranche amounted to R$342,405, being R$282,664 bearing interest of the long-term interest rate (TJLP) plus 5.5% p.a., and R$59,741 bearing interest linked to a basket of currencies plus 5.5% p.a. Considering this release of funds, the total financing obtained with the BNDES until September 30, 2004 amounted to R$742,405.
-.-.-.-.-.-.-.-.-.-.-.-.-.-
See Comments on the Consolidated Company Performance in the Quarter
1 - CODE | 2 - ACCOUNT DESCRIPTION | 3 - 09/30/2004 | - 06/30/2004 |
1 | TOTAL ASSETS | 18,305,673 | 17,132,966 |
1.01 | CURRENT ASSETS | 6,740,405 | 5,655,335 |
1.01.01 | CASH AND CASH EQUIVALENTS | 3,400,445 | 2,506,279 |
1.01.02 | CREDITS | 2,093,259 | 1,960,573 |
1.01.02.01 | ACCOUNTS RECEIVABLE FROM SERVICES | 2,093,259 | 1,960,573 |
1.01.03 | INVENTORIES | 3,601 | 7,374 |
1.01.04 | OTHER | 1,243,100 | 1,181,109 |
1.01.04.01 | LOANS AND FINANCING | 2,538 | 2,511 |
1.01.04.02 | DEFERRED AND RECOVERABLE TAXES | 766,110 | 769,842 |
1.01.04.03 | JUDICIAL DEPOSITS | 163,678 | 158,325 |
1.01.04.04 | DIVIDENDS RECEIVABLE | 0 | 0 |
1.01.04.05 | OTHER ASSETS | 310,774 | 250,431 |
1.02 | NONCURRENT ASSETS | 1,590,901 | 1,558,023 |
1.02.01 | OTHER CREDITS | 0 | 0 |
1.02.02 | INTERCOMPANY RECEIVABLES | 5,051 | 4,633 |
1.02.02.01 | FROM ASSOCIATED COMPANIES | 5,051 | 4,633 |
1.02.02.02 | FROM SUBSIDIARIES | 0 | 0 |
1.02.02.03 | FROM OTHER RELATED PARTIES | 0 | 0 |
1.02.03 | OTHER | 1,585,850 | 1,553,390 |
1.02.03.01 | LOANS AND FINANCING | 135,064 | 134,566 |
1.02.03.02 | DEFERRED AND RECOVERABLE TAXES | 831,330 | 790,960 |
1.02.03.03 | JUDICIAL DEPOSITS | 458.030 | 428,436 |
1.02.03.04 | INVENTORIES | 0 | 2,770 |
1.02.03.05 | OTHER ASSETS | 161,426 | 196,658 |
1.03 | PERMANENT ASSETS | 9,974,367 | 9,919,608 |
1.03.01 | INVESTMENTS | 448,316 | 492,534 |
1.03.01.01 | ASSOCIATED COMPANIES | 204 | 204 |
1.03.01.02 | SUBSIDIARIES | 0 | 0 |
1.03.01.03 | OTHER INVESTMENTS | 448,112 | 492,330 |
1.03.02 | PROPERTY, PLANT AND EQUIPMENT | 8,792,945 | 8,759,441 |
1.03.03 | DEFERRED CHARGES | 733,106 | 667,633 |
1 - CODE | 2 - ACCOUNT DESCRIPTION | 3 - 09/30/2004 | - 06/30/2004 |
2 | TOTAL LIABILITIES | 18,305,673 | 17,132,966 |
2.01 | CURRENT LIABILITIES | 4,130,985 | 3,646,005 |
2.01.01 | LOANS AND FINANCING | 577,870 | 587,638 |
2.01.02 | DEBENTURES | 642,444 | 622,730 |
2.01.03 | SUPPLIERS | 1,443,133 | 1,108,521 |
2.01.04 | TAXES, DUTIES AND CONTRIBUTIONS | 607,571 | 533,317 |
2.01.04.01 | INDIRECT TAXES | 552,430 | 504,411 |
2.01.04.02 | TAXES ON INCOME | 55,141 | 28,906 |
2.01.05 | DIVIDENDS PAYABLE | 193,251 | 194,046 |
2.01.06 | PROVISIONS | 337,091 | 345,474 |
2.01.06.01 | PROVISION FOR CONTINGENCIES | 309,069 | 317,452 |
2.01.06.02 | PROVISION FOR PENSION PLAN | 28,022 | 28,022 |
2.01.07 | RELATED PARTY DEBTS | 0 | 0 |
2.01.08 | OTHER | 369,625 | 254,279 |
2.01.08.01 | PAYROLL AND SOCIAL CHARGES | 92,514 | 80,068 |
2.01.08.02 | CONSIGNMENTS IN FAVOR OF THIRD PARTIES | 123,367 | 70,820 |
2.01.08.03 | EMPLOYEE PROFIT SHARING | 44,492 | 32,819 |
2.01.08.04 | OTHER LIABILITIES | 69,252 | 70,572 |
2.02 | LONG-TERM LIABILITIES | 5,545,242 | 4,992,263 |
2.02.01 | LOANS AND FINANCING | 2,887,847 | 2,687,568 |
2.02.02 | DEBENTURES | 756,939 | 445,622 |
2.02.03 | PROVISIONS | 813,477 | 781,689 |
2.02.03.01 | PROVISION FOR CONTINGENCIES | 352,839 | 316,824 |
2.02.03.02 | PROVISION FOR PENSION PLAN | 460,638 | 464,865 |
2.02.04 | RELATED PARTY DEBTS | 0 | 0 |
2.02.05 | OTHER | 1,086,979 | 1,077,384 |
2.02.05.01 | PAYROLL AND SOCIAL CHARGES | 4,837 | 4,837 |
2.02.05.02 | SUPPLIERS | 8,428 | 396 |
2.02.05.03 | INDIRECT TAXES | 674,173 | 654,509 |
2.02.05.04 | TAXES ON INCOME | 71,388 | 69,417 |
2.02.05.05 | LICENSE FOR OPERATING TELECOMS SERVICES | 292,620 | 275,716 |
2.02.05.06 | OTHER LIABILITIES | 27,559 | 64,535 |
2.02.05.07 | FUND FOR CAPITALIZATION | 7,974 | 7,974 |
2.03 | DEFERRED INCOME | 73,181 | 64,047 |
2.04 | MINORITY INTERESTS | 2,263,203 | 2,228,163 |
2.05 | SHAREHOLDERS EQUITY | 6,293,062 | 6,202,488 |
2.05.01 | CAPITAL | 2,568,240 | 2,568,240 |
2.05.02 | CAPITAL RESERVES | 337,210 | 337,210 |
2.05.03 | REVALUATION RESERVES | 0 | 0 |
2.05.03.01 | COMPANY ASSETS | 0 | 0 |
2.05.03.02 | SUBSIDIARIES/ASSOCIATED COMPANIES | 0 | 0 |
2.05.04 | PROFIT RESERVES | 898,043 | 898,043 |
2.05.04.01 | LEGAL | 195,073 | 195,073 |
2.05.04.02 | STATUTORY | 0 | 0 |
2.05.04.03 | CONTINGENCIES | 0 | 0 |
2.05.04.04 | REALIZABLE PROFITS RESERVES | 702,970 | 702,970 |
2.05.04.05 | PROFIT RETENTION | 0 | 0 |
2.05.04.06 | SPECIAL RESERVE FOR UNDISTRIBUTED DIVIDENDS | 0 | 0 |
2.05.04.07 | OTHER PROFIT RESERVES | 0 | 0 |
2.05.05 | RETAINED EARNINGS | 2,498,569 | 2,398,995 |
1 - CODE | 2 - DESCRIPTION | 3 - 07/01/2004 TO 09/30/2004 | 4 - 01/01/2004 TO 09/30/2004 | 5 - 07/01/2003 TO 09/30/2003 | 6 - 01/01/2003 TO 09/30/2003 |
3.01 | GROSS REVENUE FROM SALES AND SERVICES | 3,315,170 | 9,261,420 | 2,877,142 | 8,177,586 |
3.02 | DEDUCTIONS FROM GROSS REVENUE | (954,279) | (2,662,634) | (823,709) | (2,335,582) |
3.03 | NET REVENUE FROM SALES AND SERVICES | 2,360,891 | 6,598,786 | 2,053,433 | 5,842,004 |
3.04 | COST OF SALES | (1,479,419) | (4,201,801) | (1,219,251) | (3,601,460) |
3.05 | GROSS PROFIT | 881,472 | 2,396,985 | 834,182 | 2,240,544 |
3.06 | OPERATING EXPENSES | (621,773) | (1,859,594) | (533,380) | (1,765,224) |
3.06.01 | SELLING EXPENSES | (243,200) | (698,974) | (200,108) | (559,024) |
3.06.02 | GENERAL AND ADMINISTRATIVE EXPENSES | (233,753) | (687,824) | (205,968) | (569,894) |
3.06.03 | FINANCIAL | (98,270) | (436,534) | (129,280) | (677,954) |
3.06.03.01 | FINANCIAL INCOME | 82,363 | 411,634 | 83,679 | 289,163 |
3.06.03.02 | FINANCIAL EXPENSES | (180,633) | (848,168) | (212,959) | (967,117) |
3.06.04 | OTHER OPERATING INCOME | 92,417 | 331,380 | 48,932 | 183,117 |
3.06.05 | OTHER OPERATING EXPENSES | (138,967) | (367,642) | (46,956) | (141,469) |
3.06.06 | EQUITY GAIN (LOSS) | 0 | 0 | 0 | 0 |
3.07 | OPERATING INCOME (LOSS) | 259,699 | 537,291 | 300,802 | 475,320 |
3.08 | NONOPERATING INCOME (EXPENSES) | (33,329) | (177,952) | (30,482) | (107,893) |
3.08.01 | REVENUES | 10,612 | 26,714 | 11,163 | 38,526 |
3.08.02 | EXPENSES | (43,941) | (204,666) | (41,645) | (146,419) |
3.09 | INCOME (LOSS) BEFORE TAXES AND MINORITY INTERESTS | 226,370 | 359,439 | 270,320 | 367,427 |
3.10 | PROVISION FOR INCOME AND SOCIAL CONTRIBUTION TAXES | (90,521) | (171,917) | (105,798) | (153,346) |
3.11 | DEFERRED INCOME TAX | 0 | 0 | 0 | 0 |
3.12 | INTERESTS/STATUTORY CONTRIBUTIONS | (13,591) | (43,270) | (14,473) | (35,865) |
3.12.01 | INTERESTS | (13,591) | (43,270) | (14,473) | (35,865) |
3.12.02 | CONTRIBUTIONS | 0 | 0 | 0 | 0 |
3.13 | REVERSAL OF INTEREST ON SHAREHOLDERS EQUITY | 0 | 155,817 | 0 | 205,775 |
3.14 | MINORITY INTERESTS | (37,048) | (89,444) | (33,408) | (97,209) |
3.15 | INCOME/LOSS FOR THE PERIOD | 85,210 | 210,625 | 116,641 | 286,782 |
NUMBER OF SHARES OUTSTANDING (THOUSAND) | 358,558,641 | 358,558,641 | 355,221,076 | 355,221,076 | |
EARNINGS PER SHARE (REAIS) | 0.00024 | 0.00059 | 0.00033 | 0.00081 | |
LOSS PER SHARE (REAIS) |
PERFORMANCE REPORT 3rd QUARTER 2004
The performance
report presents the consolidated figures of Brasil Telecom Participações S.A.
and its
subsidiaries, as mentioned in Note 1 in these quarterly information.
Operating performance (Not revised by independent auditors)
Plant
OPERATING DATA | 3Q04 | 2Q04 | 3Q04/2Q04 (%) |
Lines Installed (Thousand) | 10,725 | 10,712 | 0.1 |
Additional Lines Installed (Thousand) | 14 | 11 | 26.8 |
Lines In Service - LES (Thousand) | 9,604 | 9,647 | (0.4) |
- Residential | 6,685 | 6,841 | (2.3) |
- Non-Residential | 1,451 | 1,451 | 0.1 |
- Public Telephones - TUP (Thousand) | 296 | 296 | (0.1) |
- Prepaid | 285 | 276 | 3.1 |
- Terminais Híbridos | 267 | 159 | 67.6 |
- Other (Includes PABX) | 620 | 624 | (0.7) |
Additional Lines In Service (Thousand) | (42) | (77) | (45.0) |
Average Lines In Service - LIS (Thousand) | 9,626 | 9,685 | (0.6) |
LES/100 Inhabitants | 22.7 | 22.9 | (0.7) |
TUP/1,000 Inhabitants | 7.0 | 7.0 | (0.3) |
TUP/100 Lines Installed | 2.8 | 2.8 | (0.2) |
Utilization Rate (In Service/Installed) | 89.5% | 90.1% | (0.5) p.p. |
Digitalization Rate | 99.6% | 99.5% | 0.1 p.p. |
ADSL Lines in Service (Thousand) | 456 | 383 | 19.2 |
Lines Installed | In the 3Q04, Brasil Telecom installed 13.8 thousand lines, ending the quarter with 10.7 million terminals. In relation to 3Q03, the plant registered an increase of 47.8 thousand lines. |
Lines in Service | The
plant in service totaled 9.8 million lines in the 3Q04. Brasil Telecom continued
the non-paying-lines-detection process, disconnecting lines with no prospects of
returning to the active
base in the medium term and transferring some of the clients who negotiated their
obligations to the hybrid plan (LigMix). As a result, the
utilization reached 89.5%. Additionally, the increase of 67.6% in hybrid terminals was due to the Companys initiative to incentive the migration of delinquent and economic plan clients. This strategy has caused a growth in the ARPU (net revenues/monthly LMES) of the fixed telephone service. |
ADSL | Brasil Telecom practically doubled its ADSL accesses in service in just a year (90.5% of increase), reaching 456.1 thousand accesses at the end of 3Q04. |
Traffic
OPERATING DATA | 3T04 | 2T04 | 3T04/2T04 (%) |
Exceeding Local Pulses (Million) | 2,740 | 2,715 | 0.5 |
Domestic Long Distance Minutes (Million) | 1,638 | 1,624 | 0.8 |
Fixed-Mobile Minutes (Million) | 1,098 | 1,036 | 6.1 |
Exceeding Pulses/Average LIS/Month | 94.9 | 93.4 | 1.5 |
DLD Minutes/Average LIS/Month | 56.7 | 55.9 | 1.5 |
Fixed-Mobile Minutes/Average LIS/Month | 38.0 | 35.6 | 6.7 |
Exceeding Local Pulses | The traffic of exceeding local pulses increased by 0.5% compared to the 2Q04, 2.7 billion. |
DLD Traffic | In the 3T04, the traffic LD increased 0.8% in the comparison with the previous quarter, reaching 1,6 billion. |
DLD Market Share | At the end of the 3Q04, Brasil Telecom had a 45.7% and 25.1% market share in the interregional and international long distance segments. |
Leveraged by the success of the campaigns developed for the launch of the CSC 14 use outside of the Region, the DLD market share of Brasil Telecom increased by 0.2 p.p. in the intra-region segment and 0.9 p.p. in the intra-sector segment. The market share in the intra-sector and intra-region segments reached 90.9% and 81.3%, respectively. |
Inter-network traffic | The inter-network traffic increased 6.1% in the 3T04 in relation to the previous quarter, due to the increase of 3.9% in the traffic VC-1, 10.8% in VC-2 and 34.5% in VC-3. |
Of the total of the inter-network traffic, 82.2% refer to VC-1 calls, 12.0% to VC-2 calls and 5.9% to VC-3 calls. |
Tariffs
Tariff Adjustments | Following the Supreme Court of Justices (Supremo Tribunal de Justiça - STJ) decision to authorize the rate adjustments of the Basic and Long Distance Plans, Brasil Telecom, in agreement with the Ministry of Communications and Anatel, increased rates for the local service and long distance baskets by an average of 8.7% and 9.6%, respectively. It was pre-established to apply the rate adjustments in two installments, one effective on September 1st and the other on November 1st. |
Subsidiaries
Brasil Telecom GSM | With an institutional marketing campaign aired on
the 26th of September, Brasil Telecom GSM announced the launch of its commercial
activities in mobile telephony. With a convergent telecommunications platform integrating the complete range of products and services of the Group, Brasil Telecom GSM brought a number of innovative and exclusive advantages to the market. After announcing a promotion that reduced the interconnection rate by approximately 45%, which reduced the costs of calls from land lines to mobiles, Brasil Telecom GSM launched a new set of advantages to its clients, valid since the start of operations. With the commercial launch of the mobile operations, Brasil Telecom becomes the first complete telecommunications carrier. Our convergence concept goes beyond products and services to reach our customer service and sales force. Both our call centers and points of sale will be ready to meet all the telecommunications needs of our clients. There will be more than 1.8 thousand points of sale, among them 16 flagship stores, 40 kiosks, 400 exclusive dealers and 1.350 retailers. Our flagship stores have been designed following the one-stop-shop concept, where clients find all of our products and services including fixed and mobile telephony, intelligent services, broadband and narrowband internet, alternative DLD and ILD rate packages, besides various fixed-line and mobile telephony accessories. In the 3Q04, investment in the mobile operation was of R$502.7 million, amounting to R$867.0 million since the start of the project. |
Financial performance
Revenues
Local Service | Gross
revenue from local service reached R$1,218.3 million in the 3Q04, 3.2% higher than
registered in the 3T03 and 9.2% larger than registered in the 2T04, result of the
increase mainly in the incomes
of measured service and basic subscription fees. Gross line activation revenues totaled R$7.7 million in the 3Q04, 17.6% lower than in the 2Q04, primarily due to the fee reduction of 18.5%, applicable from July 2, 2004 onwards. This reduction was partially offset by a rate increase of 3.6%, effective on September 1, 2004. Additionally, Brasil Telecom activated 403 thousand lines in the 3Q04, compared to 418 thousand lines in the previous quarter. Basic subscription revenues reached R$800.6 million in the quarter, an increase of 9.3% compared to the 2Q04, due to the rate adjustments of 7.4% and 4.4%, effective from July 2, 2004 and September 1, 2004, respectively. Billed pulses revenues totaled R$386.7 million in the 3Q04, an increase of 10.6% compared to the 2Q04, as a result of an increase in local traffic compared to 2Q04 and the rate adjustments of 7.4% and 4.4%, effective from July 2, 2004 and September 1, 2004, respectively. |
Public Telephony | Public telephony revenues reached R$128.4 million in the 3Q04, an increase of 7.8% compared to the 2Q04, primarily due to the rate adjustments of 7.4% and 3.2% in payphones credits, effective since from July 2, 2004 and September 1, 2004, respectively. |
Long Distance | Long distance revenues reached R$478.3 million in the 3Q04, resulting in an increase of 14.3% compared to the 2Q04. This was principally due to the market share increase of 7.7 p.p. and 5.5 p.p. in the interregional and international segments. The rate adjustment of 3.2% and 4.8%, effective from July 2, 2004 and September 1, 2004, respectively, in the DLD basket also had a positive impact on revenues. |
Inter Network | Gross revenue from inter-network calls reached R$805.5 million in the 3Q04, a 9.1% increase compared to 2Q04, due to the increase of 6.1% in the traffic inter-nets and to the increase of the participation of the traffic VC-2 and VC-3 in the mix of the calls inter-nets. |
Interconnection | Interconnection revenues increased by 1.9% compared to the 2Q04. On July 2, 2004, the Local Network Usage Rate (TU-RL) was decreased by 10.5% and the Intercity Network Usage Rate (TU-RIU) increased by 3.2%. |
Data Communication | In the 3Q04, data communications revenues reached R$283,4 million, an increase of 11.0% compared to the previous quarter, mainly due to the 19.2% growth in ADSL accesses in service. |
Data communications has been increasing as a percentage of total revenues. In the 3Q03, the segment represented 6.7% of total revenues, increasing its share to 8.5% in the 3Q04. |
Supplementary and Value-Added Services | Gross revenue from supplementary and value-added services increased by 12.6% compared to the previous quarter, amounting to R$117.2 million in the 3Q04. |
Other Revenues | Other revenues reached R$47.6 million in the 3Q04, a growth of 8.3% compared to 2Q04. |
Gross Revenue Deductions | Gross revenue deductions reached R$954.3 million in the 3Q04, representing 28.8% of the gross revenue for the quarter, stable in relation to the 2Q04. |
Net Operating Revenue/Average LIS/month | Net operating revenue/Average LIS/month in the 3Q04 was of R$81.8, against R$70.0 in the 3Q03, a 16.8% increase. |
Costs and expenses
Costs and Operating Expenses | Operating
costs and expenses totaled R$2,002.9 million in the 3Q04, against R$16.8 million in
the previous quarter. Operating costs and expenses excluding depreciation, amortization, provisions and losses were of R$1,212.8 million in the 3Q04, against R$1,105.6 million in the 2Q04. The items that more influenced the increase in Brasil Telecom's costs were: interconnection (+11.9%) and other (+44.2%). |
Number of Employees | At
the end of the 3Q04, Brasil Telecoms fixed telephony operation had 5,509 employees, against
5,391 in the previous quarter. That increase is due to the consolidation of Vant and
an increment in the number of
Collaborators of the commercial area, related to the inauguration of the own stores
according to the concept one-stop-shop. As of September 2004, Brasil Telecom GSM had 822 employees, against 758 in the 2Q04, reflecting the structuring process for the products launch. |
Personnel | Personnel costs and expenses reached R$106.1 million, an increase of 4.5% compared to the previous quarter, given the increase in the workforce observed during the period. |
Subcontracted services | Costs
and expenses with subcontracted services, excluding interconnection and advertising & marketing,
totaled R$368.5 million in the 3Q04, a 2.7% increase in relation to the previous
quarter. As a percentage of net revenue, costs with subcontracted services reached the lowest value of the past quarters, or 15.6%, compared to 16.6% in the 2Q04. |
Interconnection | Interconnection costs totaled R$610.2 million in the 3Q04, a 11.9% increase compared to the previous quarter. The increase is a result of the increase of VC-2 and VC-3 traffic in the inter-network traffic mix, the increase in long distance calls terminating outside Region II, and the increase in fixed-to-mobile traffic. |
Advertising & Marketing | Expenses with advertising & marketing totaled R$31.4 million in the 3Q04, an increase of 28.2% from the previous period. This value corresponds to 1.3% of the liquid income, compared to 1.1% in the 2Q04. |
Losses with Accounts Receivable/Gross Revenuer ratio | The losses with accounts receivable to gross revenue ratio was of 3.0% in the 3Q04, stable in relation to the 2Q04. Losses with accounts receivable totaled R$97.9 million in the 3Q04. |
Accounts Receivable | Gross accounts receivable as a percentage of gross revenues fell from 70.7% in the 2Q04 to 68.9% in the 3Q04, the lowest value in the last 12 months, given that the increase in gross revenues was higher than the increase in accounts receivable in the period. Despite the rate adjustments applied during the period, gross accounts receivable as a percentage of gross revenues fell in the quarter. |
Gross accounts receivable in the period was influenced by the CSC 14 operation in the inter-regional and international segments and its usage in calls originated from mobile phones. |
Deducting provision for doubtful accounts in the amount of R$191.1 million, Brasil Telecoms net accounts receivable totaled R$2,093.3 million at the end of the 3Q04. |
Provisions for Contingencies | In the 2Q04, provisions for contingencies totaled R$65.8 million. Due to provisions of nature tax, labor and civil. |
EBITDA
EBITDA of R$921.9 million | Brasil Telecoms EBITDA was R$984.4 million in the 3Q04, R$62.5 million above 2Q04s EBITDA, resulting in a 6.8% increase quarter-on-quarter. |
EBITDA Margin | In the 3Q04, Brasil Telecoms EBITDA margin reached 41.7%. The 9M04 EBITDA margin was of 42.4%. |
EBITDA/Average LIS/month | In the 3Q04, EBITDA/Average LIS/month reached R$34.1, 7.6% higher than in the 2Q04. |
Financial Result
Financial Result | In the 3Q04, Brasil Telecom reported a negative net financial result of R$98.3 million, representing an increase of 13.4% in the net negative result compared to the R$86.7 million reported in the 2Q04. |
Nonoperating Result
Amortization of Reconstituted Goodwill | In the 3Q04, Brasil Telecom amortized R$31.0 million in reconstituted goodwill regarding the acquisition of CRT (with no impact on cash flow and dividends distribution), accounted for as non-operating expenses. |
Indebtness
Total Debt | As of September 2004, Brasil Telecoms consolidated total debt was of R$4,865.1 million, 12% higher than the amount reported in the 2Q04. This was mainly due to the availability of funds associated with the first tranche of the loan raised with BNDES and the debentures issued by Brasil Telecom S.A. |
Net Debt | Net debt totaled R$1,464.7 million, a 20.3% reduction from June 2004. |
Average Cost of Debt | Brasil Telecoms consolidated debt had an accumulated average cost of 11.3% p.a. equivalent to 71.3% of CDI. |
Financial Leverage | As of September 30, 2004, Brasil Telecoms financial leverage - net debt to shareholders equity ratio - was equal to 23.3%, compared to 29.6% in June. |
Investments
R$ Millions | |||
Investments in the Permanent Assets | 3Q04 | 2Q04 | 3Q04/2Q04 (%) |
Network Expansion | 107.2 | 128.8 | (16.8) |
- Conventional Telephony | 20.0 | 19.3 | 3.5 |
- Transmission Backbone | 10.3 | 11.4 | (10.1) |
- Data Network | 74.1 | 76.2 | (2.8) |
- Intelligent Network | 0.6 | 19.6 | (96.7) |
- Network Management Systems | 0.1 | 1.0 | (86.5) |
- Other Investments in Network Expansion | 2.1 | 1.3 | 49.3 |
Network Operation | 71.9 | 62.8 | 14.5 |
Public Telephony | 0.7 | 0.9 | (25.4) |
Information Technology | 41.2 | 29.0 | 42.1 |
Expansion Personnel | 19.8 | 20.6 | (3.5) |
Others | 13.7 | 356.3 | (96.1) |
Total Investments in Permanent Assets | 254.5 | 598.4 | (57.5) |
Expansion Financial Expenses | (17.6) | 19.1 | N.A. |
Total - fixed telephony | 236.9 | 617.5 | (61.6) |
Investments in the permanent assets | 3T04 | 2T04 | 3T04/2T04 (%) |
Brasil Telecom GSM | 486.4 | 158.1 | 207.6 |
Expansion Financial Expenses | 16.3 | 42.6 | (61.7) |
Total - mobile telephony | 502.7 | 200.7 | 150.5 |
Investments in Permanent Assets | Brasil Telecom investments totaled R$739.6 million in the 3Q04. The investment in fixed telephony was of R$236.9 million, while R$502.7 million were invested in the mobile telephony. |
Cash Flow
Operating Cash Flow in the 3Q04 was of R$815 million | The operating cash generation of Brasil Telecom reached R$815 million in the 3Q04, surpassing by 3.7% the amount reported in the 3Q03. |
Free cash flow in the 3Q04 was of R$364 million | Brasil Telecoms free cash flow in the 3Q04 was of positive R$634.2 million, against negative R$120.5 million in the 2Q04. The trailing 9-month free cash flow is of R$748.8 million. |
-.-.-.-.-.-.-.-.-.-.-.-.-.-
09.01 - INVESTMENTS IN SUBSIDIARIES AND/OR ASSOCIATED COMPANIES
1 - ITEM | 2 - NAME OF SUBSIDIARIE/ASSOCIATED COMPANIES | 3 - GENERAL TA | 4 - CLASSIFICATION | 5 - OWNERSHIP% IN SUBSIDIARY'S |
6 - SHAREHOLDER'S EQUITY % IN PARENT COMPANY | |
7 - TYPE OF COMPANY | 8 - NUMBER OF SHARES IN CURRENT QUARTER (THOUSAND) | 9 - NUMBER OF SHARES IN PRIOR QUARTER (THOUSAND) |
01 | BRASIL TELECOM S.A. | 76.535.764/0001-43 | SUBSIDIARY PUBLIC HELD COMPANY | 66,05 | 70,38 | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | 359,793,099 | 359,793,099 |
02 | NOVA TARRAFA PARTICIPAÇÕES LTDA. | 03.001.341/0001-70 | SUBSIDIARY NON-PUBLIC HELD COMPANY | 99,99 | 0.60 | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | 32,625 | 32,625 |
03 | NOVA TARRAFA INC. | ............./.........-.... | SUBSIDIARY NON-PUBLIC HELD COMPANY | 100,00 | 0,05 | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | 1 | 1 |
In compliance with the Corporate Governance Differentiated Practices Rules, the Company discloses the additional information below, related to its shareholders compositions:
1. OUTSTANDING
As of 09/30/2004 | In units of shares |
Shareholder | Common Shares | % | Preferred Shares | % | Total | % |
Direct and Indirect - Parent | 83,024,288,663 | 61.94 | 13,256,211,786 | 5.87 | 96,280,500,449 | 26.74 |
Management | ||||||
Board of Directors | 35,265 | 0.00 | 52,566 | 0.00 | 87,831 | 0.00 |
Directors | 5,513 | 0.00 | 2,030,663 | 0.00 | 2,036,176 | 0.00 |
Fiscal Board | 8,926 | 0.00 | 8,930 | 0.00 | 17,856 | 0.00 |
Treasury Stock | 1,480,800,000 | 1.10 | - | - | 1,480,800,000 | 0.41 |
Other Shareholders | 49,526,549,836 | 36.95 | 212,749,449,035 | 94.13 | 262,275,998,871 | 72.85 |
Total | 134,031,688,203 | 100.00 | 226,007,752,980 | 100.00 | 360,039,441,183 | 100.00 |
Outstanding Shares in the Market | 49,526,599,540 | 36.95 | 212,751,541,194 | 94.13 | 262,278,140,734 | 72.85 |
As of 09/30/2004 | In units of shares |
Shareholder | Common Shares | % | Preferred Shares | % | Total | % |
Direct and Indirect - Parent | 84,242,727,057 | 62.85 | 11,496,064,583 | 5.16 | 95,738,791,640 | 26.84 |
Management | ||||||
Board of Directors | 32,265 | - | 52,566 | - | 87,831 | - |
Directors | 5,513 | - | 2,030,663 | - | 2,036,176 | - |
Fiscal Board | 1,792 | - | 1,794 | - | 3,586 | - |
Treasury Stock | 1,480,800,000 | 1.11 | - | - | 1,480,800,000 | 0.42 |
Other Shareholders | 48,308,118,576 | 36.04 | 211,172,038,277 | 94.84 | 259,480,156,853 | 72.74 |
Total | 134,031,688,203 | 100.00 | 222,670,187,883 | 100.00 | 356,701,876,086 | 100.00 |
Outstanding Shares in the Market | 48,308,161,146 | 36.04 | 211,174,123,300 | 94.84 | 259,482,284,446 | 72.74 |
2. SHAREHOLDERS HOLDING MORE THAN 5% OF THE VOTING CAPITAL (AS OF 09/30/2004)
The shareholders, which directly on indirectly, hold more than 5% of the voting capital of the Company are as follows:
Name | General Taxpayers Register | Citizenship | Common shares | % | Preferred shares | % | Total shares | % |
Solpart Participações S.A. | 02.607.736-0001/58 | Brazilian | 68,356,161 | 51.00 | 0 | 0.00 | 68,356,161 | 18.99 |
Previ | 33.754.482-0001/24 | Brazilian | 6,895,682 | 5.15 | 7,840,963 | 3.47 | 14,736,645 | 4.09 |
Treasury Stock | - | - | 1,480,800 | 1.10 | - | - | 1,480,800 | 0.41 |
Other | - | - | 57,299,045 | 42.75 | 218,166,790 | 96.53 | 275,465,835 | 76.51 |
Total | - | - | 134,031,688 | 100.00 | 226,007,753 | 100.00 | 360,039,441 | 100.00 |
Distribution of the Capital from Parent to individual level
Solpart Participações S.A. | In thousands of shares |
Name | General Taxpayers Register | Citizenship | Common shares | % | Preferred shares | % | Total shares | % |
Timepart Participações Ltda. | 02.338.536-0001/47 | Brazilian | 631,838 | 62.00 | - | - | 631,838 | 20.93 |
Techold Participações S.A. | 02.605.028-0001/88 | Brazilian | 193,633 | 19.00 | 1,239,982 | 62.00 | 1,433,615 | 47.48 |
Telecom Italia International N.V. (*) | - | Italian | 193,643 | 19.00 | 760,000 | 38.00 | 953,643 | 31.59 |
Other | - | - | 20 | 0.00 | - | - | 20 | 0.00 |
Total | - | - | 1,019,134 | 100.00 | 1,999,982 | 100.00 | 3,019,116 | 100.00 |
(*) | Former Stet International Netherlands |
Timepart Participações Ltda. | In units of quotas |
Name | General Taxpayers Register | Citizenship | Quotas | % |
Privtel Investimentos S.A. | 02.620.949-0001/10 | Brazilian | 208,830 | 33.10 |
Teleunion S.A. | 02.605.026-0001/99 | Brazilian | 213,340 | 33.80 |
Telecom Holding S.A. | 02.621.133-0001/00 | Brazilian | 208,830 | 33.10 |
Total | - | - | 631,000 | 100.00 |
Privtel Investimentos S.A. | In units of shares |
Name | General Taxpayers Register | Citizenship | Common shares | % | Preferred shares | % | Total shares | % |
Eduardo Cintra Santos | 064.858.395-34 | Brazilian | 19,998 | 99.99 | - | - | 19,998 | 99.99 |
Other | - | - | 2 | 0.01 | - | - | 2 | 0.01 |
Total | - | - | 20,000 | 100.00 | - | - | 20,000 | 100.00 |
Teleunion S.A. | In units of shares |
Name | General Taxpayers Register | Citizenship | Common shares | % | Preferred shares | % | Total shares | % |
Luiz Raymundo Tourinho Dantas (estate) | 000.479.025-15 | Brazilian | 19,998 | 99.99 | - | - | 19,998 | 99.99 |
Other | - | - | 2 | 0.01 | - | - | 2 | 0.01 |
Total | - | - | 20,000 | 100.00 | - | - | 20,000 | 100.00 |
Telecom Holding S.A. | In units of shares |
Name | General Taxpayers Register | Citizenship | Common shares | % | Preferred shares | % | Total shares | % |
Woog Family Limited Partnership | - | American | 19,997 | 99.98 | - | - | 19,997 | 99,98 |
Other | - | - | 3 | 0.02 | - | - | 3 | 0.02 |
Total | - | - | 20,000 | 100.00 | - | - | 20,000 | 100.00 |
Techold Participações S.A. | In units of shares |
Name | General Taxpayers Register | Citizenship | Common shares | % | Preferred shares | % | Total shares | % |
Invitel S.A. | 02.465.782-0001/60 | Brazilian | 980,067,275 | 100.00 | 341,898,149 | 100.00 | 1,321,965,424 | 100.00 |
Other | - | - | 3 | 0.00 | - | - | 3 | 0.00 |
Total | - | - | 980,067,278 | 100.00 | 341,898,149 | 100.00 | 1,321,965,427 | 100.00 |
Invitel S.A. | In units of shares |
Name | General Taxpayers Register | Citizenship | Common shares | % | Preferred shares | % | Total shares | % |
Sistel - Fund. Sistel de Seguridade | 00.493.916-0001/20 | Brazilian | 92,713,711 | 6.66 | - | - | 92,713,711 | 6.66 |
Telos - Fund. Embratel de Segurid. | 42.465.310-0001/21 | Brazilian | 33,106,348 | 2.38 | - | - | 33,106,348 | 2.38 |
Funcef - Fund. dos Economiários | 00.436.923-0001/90 | Brazilian | 531,262 | 0.04 | - | - | 531,262 | 0.04 |
Petros - Fund. Petrobrás Segurid. | 34.053.942-0001/50 | Brazilian | 52,408,792 | 3.77 | - | - | 52,408,792 | 3.77 |
Previ - Caixa Prev. Func. B. Brasil | 33.754.482-0001/24 | Brazilian | 268,029,486 | 19.27 | - | - | 268,029,486 | 19.27 |
Opportunity Zain S.A. | 02.363.918-0001/20 | Brazilian | 943,531,893 | 67.82 | - | - | 943,531,893 | 67.82 |
CVC/Opportunity Equity Partners LP | - | British | 284,043 | 0.02 | - | - | 284,043 | 0.02 |
CVC/Opportunity Equity Partners FIA | 01.909.558-0001/57 | Brazilian | 393,670 | 0.02 | - | - | 393,670 | 0.02 |
Opportunity Fund | - | British | 69,587 | 0.01 | - | - | 69,587 | 0.01 |
CVC/Opportunity Investimentos Ltda. (*) | 03.605.085-0001/20 | Brazilian | 14 | 0.00 | - | - | 14 | 0.00 |
Priv FIA | 02.559.662-0001/21 | Brazilian | 35,417 | 0.005 | - | - | 35,417 | 0.005 |
Tele FIA | 02.597.072.0001/93 | Brazilian | 35,417 | 0.005 | - | - | 35,417 | 0.005 |
Verônica Valente Dantas | 262.853.205-00 | Brazilian | 1 | 0.00 | - | 1 | 0.00 | |
Maria Amália Delfim de Melo Coutrim | 654.298.507-72 | Brazilian | 1 | 0.00 | - | - | 1 | 0.00 |
Lenin Florentino de Faria | 203.561.374-49 | Brazilian | 3 | 0.00 | - | - | 3 | 0.00 |
Total | - | - | 1,391,139,645 | 100.00 | - | - | 1,391,139,645 | 100.00 |
Opportunity Zain S.A. | In units of shares |
Name | General Taxpayers Register | Citizenship | Common shares | % | Preferred shares | % | Total shares | % |
CVC/Opportunity Equity Partners FIA | 01.909.558-0001/57 | Brazilian | 506,011,807 | 45.45 | - | - | 506,011,807 | 45.45 |
CVC/Opportunity Equity Partners LP | - | British | 468,734,560 | 42.10 | - | - | 468,734,560 | 42.10 |
Opportunity Fund | - | British | 108,497,504 | 9.75 | - | - | 108,497,504 | 9.75 |
Priv FIA | 02.559.662.0001/21 | Brazilian | 26,562,425 | 2.39 | - | - | 26,562,425 | 2.39 |
Opportunity Lógica Rio Gestora de Recursos Ltda. | 01.909.405-0001/00 | Brazilian | 3,475,631 | 0.31 | - | - | 3,475,631 | 0.31 |
Tele FIA | 02.597.072-0001/93 | Brazilian | 9,065 | 0.00 | - | - | 9,065 | 0.00 |
CVC/Opportunity Equity Partners Administradora de Recursos Ltda. | 01.909.405-0001/00 | Brazilian | 2 | 0.00 | - | - | 2 | 0.00 |
CVC/Opportunity Investimentos Ltda. (*) | 03.605.085-0001/20 | Brazilian | 15 | 0.00 | - | - | 15 | 0.00 |
Verônica Valente Dantas | 262.853.205-00 | Brazilian | 603 | 0.00 | - | - | 603 | 0.00 |
Maria Amália Delfim de Melo Coutrim | 654.298.507-72 | Brazilian | 90 | 0.00 | - | - | 90 | 0.00 |
Danielle Silbergleid Ninio | 016.744.087-06 | Brazilian | 2 | 0.00 | - | - | 2 | 0.00 |
Daniel Valente Dantas | 063.917.105-20 | Brazilian | 2 | 0.00 | - | - | 2 | 0.00 |
Eduardo Penido Monteiro | 094.323.965-68 | Brazilian | 431 | 0.00 | - | - | 431 | 0.00 |
Ricardo Wiering de Barros | 806.663.027-15 | Brazilian | 2 | 0.00 | - | - | 2 | 0.00 |
Pedro Paulo Elejalde de Campos | 264.776.450-68 | Brazilian | 2 | 0.00 | - | - | 2 | 0.00 |
Renato Carvalho do Nascimento | 633.578.366-53 | Brazilian | 2 | 0.00 | - | - | 2 | 0.00 |
Total | - | - | 1,113,292,143 | 100.00 | - | - | 1,113,292,143 | 100.00 |
Report of independent accountants on special review
(A translation of the original report in Portuguese as filed with the Brazilian Securities Commission - CVM containing quarterly financial information prepared in accordance with accounting practices adopted in Brazil and the regulations issued by the CVM)
The Shareholders and
Board of Directors
Brasil Telecom Participações S.A.
Brasília - DF
We have reviewed the quarterly financial information of Brasil Telecom Participações S.A. for the quarter ended September, 2004, comprising the balance sheet and the consolidated balance sheet of the Company and its subsidiaries, the statement of income and the consolidated statement of income, the management report and other relevant information, prepared in accordance with accounting practices adopted in Brazil.
Our review was performed in accordance with auditing standards established by the Brazilian Institute of Independent Auditors - IBRACON and the Federal Council of Accountancy, which comprised mainly: (a) inquiries and discussion with management responsible for the accounting, financial and operational areas of the Company regarding the criteria adopted in the preparation of the quarterly information; and (b) review of post-balance sheet information and events, which may have a material effect on the financial and operational position of the Company and its subsidiaries.
Based on our special review, we are not aware of any material changes that should be made to the aforementioned quarterly information for it to be in accordance with accounting practices adopted in Brazil and the regulations issued by the CVM, specifically applicable to the mandatory quarterly financial information.
Our review was performed for the purpose of issuing a special review report on the mandatory quarterly financial information. The statement of cash flow represents supplementary information to those statements and is presented to provide additional analysis. This supplementary information was submitted to the same review procedures applied to the quarterly financial information, and, based on our special review, is adequately presented in all material respects, in relation to the quarterly financial information taken as a whole.
October 29, 2004
KPMG Auditores
Independentes
CRC-SP-014.428/O-6-F-DF
Manuel Fernandes
Rodrigues de Sousa
Accountant CRC-RJ-052.428/O-S-DF
INDEX
ANNEX | FRAME | DESCRIPTION | PAGE |
01 | 01 | IDENTIFICATION | 1 |
01 | 02 | ADRESS OF COMPANY HEADQUARTERS | 1 |
01 | 03 | MARKET RELATIONS DIRECTOR - (Address for correspondence to Company) | 1 |
01 | 04 | QUARTERLY REFERENCE | 1 |
01 | 05 | COMPOSITION OF PAID CAPITAL | 2 |
01 | 06 | COMPANYS CHARACTERISTICS | 2 |
01 | 07 | SUBSIDIARIES EXCLUDED FROM THE CONSOLIDATED STATEMENT | 2 |
01 | 08 | DIVIDENDS APPROVED | 2 |
01 | 09 | CAPITAL STOCK COMPOSITION AND ALTERATION IN CURRENT YEAR | 3 |
01 | 10 | MARKET RELATIONS DIRECTOR | 3 |
02 | 01 | BALANCE SHEET - ASSETS | 4 |
02 | 02 | BALANCE SHEET - LIABILITIES | 5 |
03 | 01 | QUARTERLY STATEMENT OF INCOME | 6 |
04 | 01 | NOTES TO THE QUARTERLY REPORT | 8 |
05 | 01 | COMMENTS ON THE COMPANY PERFORMANCE IN THE QUARTER | 51 |
06 | 01 | CONSOLIDATED BALANCE SHEET - ASSETS | 52 |
06 | 02 | CONSOLIDATED BALANCE SHEET - LIABILITIES | 53 |
07 | 01 | CONSOLIDATED QUARTERLY STATEMENT OF INCOME | 55 |
08 | 01 | COMMENTS ON THE CONSOLIDATED COMPANY PERFORMANCE IN THE QUARTER | 57 |
09 | 01 | INVESTMENT IN SUBSIDIARIES AND/OR ASSOCIATED COMPANIES | 58 |
16 | 01 | OTHER INFORMATION WHICH THE COMPANY UNDERSTANDS RELEVANT | 59 |
17 | 01 | LIMITED REVIEW REPORT | 62 |
BRASIL TELECOM PARTICIPAÇÕES S.A.
| ||
By: |
/S/
Paulo Pedrão Rio Branco
| |
Name: Paulo Pedrão Rio Branco
Title: Financial Executive Officer
|