Untitled Document


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 

 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 
For the month of August, 2005

Commission File Number 001-14489
 

 
TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.
(Exact name of registrant as specified in its charter)
 

Tele Centro Oeste Celular Participações Holding Company
(Translation of Registrant's name into English)
 

SCS - Quadra 2, Bloco C, Edifício Anexo-Telebrasília Celular
-7° Andar, Brasília, D.F.
Federative Republic of Brazil
(Address of principal executive office)
 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

 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____


(Convenience Translation into English from the Original Previously Issued in Portuguese)

Tele Centro Oeste Celular Participações S.A.

Financial Statements

for the Six-month Period Ended June 30, 2005 and Independent Auditors' Review Report

Deloitte Touche Tohmatsu Auditores Independentes

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

INDEPENDENT AUDITORS' REVIEW REPORT

To the Management and Shareholders of

Tele Centro Oeste Celular Participações S.A.

Brasília - DF

1. We have performed a special review of the Quarterly Information of Tele Centro Oeste Celular Participações S.A. and subsidiaries referring to the quarter and six-month period ended June 30, 2005, prepared under the responsibility of management and according to Brazilian accounting practices, consisting of the balance sheets, individual and consolidated, the related statements of income and the performance report.

2. We conducted our review in accordance with the specific standards established by Brazilian Institute of Independent Auditors (IBRACON), together with the Federal Accounting Council, and consisted principally of: (a) inquiries of and discussions with the persons responsible for the accounting, financial and operating areas of the Company and its subsidiaries as to the criteria adopted in preparing the Quarterly Information; and (b) review of the information and subsequent events that had or might have had material effects on the financial position and results of operations of the Company and its subsidiaries.

3. Based on our special review, we are not aware of any material modifications that should be made to the above-mentioned Quarterly Information for it to be in conformity with Brazilian accounting practices and standards established by the Brazilian Securities Commission, specifically applicable to the preparation of the mandatory Quarterly Information.

4. We had previously reviewed the individual and consolidated balance sheets as of March 31, 2005 and the individual and consolidated statements of income for the quarter and six-
-month period ended June 30, 2004, presented for comparative purposes , on which we issued unqualified special review reports, dated April 25, 2005 and July 21, 2004, respectively .

5. The accompanying financial statements have been translated into English for the convenience of readers outside Brazil .

São Paulo , July 25, 2005

DELOITTE TOUCHE TOHMATSU

José Domingos do Prado

Auditores Independentes

Engagement Partner

 

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.
BALANCE SHEETS AS OF JUNE 30 AND MARCH 31, 2005
(In thousands of Brazilian reais - R$)      
ASSETS Company Consolidated
06.30.05 03.31.05 06.30.05 03.31.05
CURRENT ASSETS
Cash and cash equivalents
2,731
2,923
25,438
11,208
Financial investments
82,592
50,756
979,768
889,946
Trade accounts receivable, net
124,802
93,826
524,677
422,676
Inventories
12,352
34,033
90,687
155,234
Advances to suppliers
3,399
241
3,979
839
Interest on capital and dividends
103,800
103,032
-
-
Deferred on recoverable taxes
105,800
92,150
322,804
285,221
Prepaid expenses
18,378
28,697
81,322
99,673
Other assets
21,415
17,484
27,416
23,703
475,269
423,142
2,056,091
1,888,500
NONCURRENT ASSETS
Deferred and recoverable taxes
172,863
182,970
375,631
400,620
Loans and financing
36,851
31,043
-
-
Prepaid expenses
1,204
821
9,772
9,046
Other assets
28,074
28,054
30,214
29,794
238,992
242,888
415,617
439,460
PERMANENT ASSETS
Investments
2,089,126
2,021,471
3,415
3,805
Property, plant and equipment
284,315
282,033
1,150,789
1,128,497
Deferred charges, net
-
-
19,729
20,788
2,373,441
2,303,504
1,173,933
1,153,090
TOTAL ASSETS
3,087,702
2,969,534
3,645,641
3,481,050

LIABILITIES AND SHAREHOLDERS' EQUITY Company Consolidated
06.30.05 03.31.05 06.30.05 03.31.05
CURRENT LIABILITIES
Payroll and related accruals
7,489
7,733
16,996
16,600
Trade payables and accounts payable
67,802
50,533
338,828
261,252
Taxes payable
17,798
18,306
79,933
87,861
Loans and financing
19,105
26,184
85,147
103,102
Interest on capital and dividends
137,762
138,278
143,342
144,394
Reserve for contingencies
1,769
1,492
8,772
6,182
Derivative contracts
6,940
5,500
17,196
14,631
Other liabilities
63,205
12,330
94,271
23,593
321,870
260,356
784,485
657,615
LONG-TERM LIABILITIES
Loans and financing
6,072
13,775
85,805
111,843
Reserve for contingencies
130,372
126,982
135,254
132,187
Derivative contracts
2,339
2,827
5,999
6,672
Other liabilities
1,748
1,828
8,797
8,967
140,531
145,412
235,855
259,669
SHAREHOLDERS' EQUITY
Capital
957,844
957,844
957,844
957,844
Treasury stock
(49,092)
(49,109)
(49,092)
(49,109)
Capital reserves
575,170
575,148
575,170
575,148
Revenue reserves
692,645
692,645
692,645
692,645
Retained earnings
448,608
387,112
448,608
387,112
2,625,175
2,563,640
2,625,175
2,563,640
FUNDS FOR CAPITALIZATION
126
126
126
126
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY
3,087,702
2,969,534
3,645,641
3,481,050

The accompanying notes are an integral part of these financial statements.

 

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.
STATEMENTS OF INCOME FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2005 AND 2004
(In thousands of Brazilian reais - R$, except for earnings per thousand shares)

Company Consolidated
06.30.05 06.30.04 06.30.05 06.30.04
GROSS OPERATING REVENUE
Telecommunications services
263,691
275,133
1,279,405
1,148,670
Sale of products
41,346
46,239
228,981
211,515
305,037
321,372
1,508,386
1,360,185
Deductions from gross revenue
(73,242)
(73,145)
(385,923)
(336,621)
         
NET OPERATING REVENUE
231,795
248,227
1,122,463
1,023,564
Cost of services provided
(53,230)
(42,574)
(239,879)
(175,935)
Cost of products sold
(49,475)
(54,330)
(280,615)
(222,854)
         
GROSS PROFIT
129,090
151,323
601,969
624,775
 
OPERATING REVENUES (EXPENSES)
Selling expenses
(98,792)
(54,423)
(299,681)
(211,445)
General and administrative expenses
(22,748)
(33,802)
(83,696)
(73,174)
Other operating expenses
(10,964)
(7,173)
(36,514)
(27,850)
Other operating revenue
15,846
26,841
43,293
25,162
Equity pick-up
178,463
181,547
-
-
61,805
112,990
(376,598)
(287,307)
         
OPERATING INCOME BEFORE FINANCIAL EXPENSES
190,895
264,313
225,371
337,468
Financial expenses
(15,845)
(19,399)
(46,938)
(53,247)
Financial income
12,123
11,954
100,775
81,743
         
INCOME FROM OPERATIONS
187,173
256,868
279,208
365,964
Nonoperating income (expenses), net
(21)
188
2,958
(2,243)
         
INCOME BEFORE TAXES AND MINORITY INTERESTS
187,152
257,056
282,166
363,721
Income and social contribution taxes
(3,743)
(20,557)
(98,757)
(124,015)
Minority interests
-
-
-
(3,207)
         
NET INCOME FOR THE PERIOD
183,409
236,499
183,409
236,499
     
EARNINGS PER THOUSAND SHARES - R$
1.4446
1.8628
The accompanying notes are an integral part of these financial statements.            

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.

NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2005
(In thousands of Brazilian reais - R$, unless otherwise indicated)

 

1.  OPERATIONS

Tele Centro Oeste Celular Participações S.A. ("TCO" or the "Company") is a publicly-
-traded company which, as of June 30, 2005, is controlled by Telesp Celular Participações S.A. ("TCP") (86.19% of the voting capital and 50.65% of total capital).

The Company is the controlling company of the operators Telegoiás Celular S.A. ("Telegoiás"), Telemat Celular S.A. ("Telemat"), Telems Celular S.A. ("Telems"), Teleron Celular S.A. ("Teleron"), Teleacre Celular S.A. ("Teleacre") and Norte Brasil Telecom S.A. ("NBT").

The Company provides mobile telephone services, including activities necessary or useful to providing the services, through the license granted, operating in the Federal District with a license up to July 24, 2006. The subsidiaries also provide mobile telephone services, as described below:

Subsidiary

 

Operating area

 

License
period 

   

 

Telegoiás

 

Goiás and Tocantins

 

10.29.08

Telemat

 

Mato Grosso

 

03.30.09

Telems

 

Mato Grosso do Sul

 

09.28.09

Teleron

 

Rondônia

 

07.21.09

Teleacre

 

Acre

 

07.15.09

NBT

 

Amazonas, Roraima, Amapá, Pará and Maranhão

 

11.29.13

The above licenses are renewable once only for a 15-year period, by means of the payment of charges equivalent to approximately 1% of the annual operating revenues.

The Company's business and that of its subsidiaries, of providing mobile telephone services and other additional services, is regulated by the National Telecommunications Agency (ANATEL), the telecommunications regulatory agency, according to Law No. 9,472, of July 16, 1997, and respective regulations, decrees, rulings and plans.

On March 28, 2005, TCO's Board approved the corporate restructuring of Teleacre, Telegoiás, Teleron e Telems, through a merger with the Parent Company, and of Telemat, through a merger with the subsidiary TCO IP S.A. ("TCO IP").

These mergers still depend on final approval by ANATEL.

The purpose of this operation is to obtain financial and operational benefits, among others, through reductions in administrative costs, the costs of audits and publications, together with rationalization of the accounting procedures.

Increase in TCP's interest in TCO

On October 8, 2004, the Voluntary Public Stock Offer ("OPA") was completed for the acquisition of the Company's preferred shares by its Parent Company, TCP. The number of shares offered in OPA auction exceeded the maximum number to be acquired by TCP (84,252,534,000 shares). Considering this fact, each shareholder that adhered to the OPA had, as a result of the apportionment, for each share offered, 0.5547 preferred shares issued by the Company acquired by TCP. After the OPA, TCP held 32.76% of the total number of TCO preferred shares.

 

2.  PRESENTATION OF FINANCIAL STATEMENTS

The individual (Company) and consolidated quarterly information ("ITR") is presented in thousands of Brazilian reais and was prepared in accordance with Brazilian accounting practices, which include the accounting practices derived from Brazilian corporate law, regulations applicable to the public telecommunications services concessionaries and accounting regulations and procedures established by the Brazilian Securities Commission (CVM).

The consolidated ITR include, in addition to the Company's balances and transactions, the balances and transactions of its subsidiaries described above. In the consolidation, all the balances and transactions between the companies stated above were eliminated.

These ITR were prepared according to principles, practices and criteria consistent with those adopted in preparing the financial statements of the last fiscal year and should be analyzed together with those statements.

The financial statements referring to March 31, 2005 and June 30, 2004 were reclassified, where applicable, for comparison purposes.

 

3.  FINANCIAL INVESTMENTS

  Company  

 

  Consolidated  

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

 

 

 

 

 

 

 

Financial investments

82,592

 

50,756

 

979,768

 

889,946

The financial investments refer to fixed-income investments, indexed to variations in interbank deposit (CDI) with immediate liquidity.

As of June 30, 2005, the Company and its subsidiaries held financial investments given in guarantee of lawsuits in the amount of R$124,848.

 

4.  TRADE ACCOUNTS RECEIVABLE, NET

  Company  

 

  Consolidated  

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

 

 

 

 

 

 

 

Unbilled amounts

19,536

 

16,840

 

57,769

 

55,181

Billed amounts

67,471

 

43,519

 

254,817

 

179,075

Interconnection

30,340

 

27,604

 

145,573

 

138,679

Products sold

16,004

 

12,721

 

103,764

 

79,803

Allowance for doubtful accounts

(8,549 )

 

(6,858 )

 

(37,246 )

 

(30,062 )

Total

124,802

 

93,826

 

524,677

 

422,676

No customers have contributed with more than 10% of the net accounts receivable as of June 30 and March 31, 2005, except for the amounts receivable from Brasil Telecom S.A. (BrT), which represent approximately 12% and 13% of the net consolidated accounts receivable, respectively.

The movements of the allowance for doubtful accounts are as follows:

  Company  

 

  Consolidated  

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

Balance at the beginning of the year

7,478

 

8,425

 

33,758

 

33,828

Additions in the 1 st quarter

4,127

 

3,189

 

18,052

 

16,737

Write-offs in the 1 st quarter

(4,747)

 

(3,339)

 

(21,748)

 

(13,726)

 

 

 

 

 

 

 

Balances as of March 31

6,858

 

8,275

 

30,062

 

36,839

 

 

 

 

 

 

 

Additions in the 2 nd quarter

11,013

 

2,451

 

37,388

 

9,383

Write-offs in the 2 nd quarter

(9,322)

 

(2,777)

 

(30,204)

 

(12,320)

 

 

 

 

 

 

 

Balances as of June 30

8,549

 

7,949

 

37,246

 

33,902

 

5.  INVENTORIES

  Company  

 

  Consolidated  

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

 

 

 

 

 

 

 

Cellular handsets

13,763

 

28,546

 

100,966

 

146,440

Accessories and others

310

 

6,664

 

2,017

 

19,519

(-) Allowance for obsolescence

(1,721 )

 

(1,177 )

 

( 12,296 )

 

(10,725 )

Total

12,352

 

34,033

 

90,687

 

155,234


6.  DEFERRED AND RECOVERABLE TAXES

  Company  

 

  Consolidated  

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

 

 

 

 

 

 

 

Social contribution and prepaid income tax

9,346

 

9,089

 

12,093

 

17,346

Withholding tax

10,620

 

9,976

 

63,967

 

54,621

Recoverable ICMS

17,806

 

17,983

 

85,035

 

84,413

Recoverable PIS and COFINS

983

 

1,526

 

25,136

 

22,803

Other

915

 

926

 

1,655

 

1,578

Total recoverable taxes

39,670

 

39,500

 

187,886

 

180,761

Deferred income and social contribution taxes

237,671

 

234,494

 

492,224

 

497,922

ICMS to be appropriated

1,322

 

1,126

 

18,325

 

7,158

Total

278,663

 

275,120

 

698,435

 

685,841

 

 

 

 

 

 

 

 

Current

105,800

 

92,150

 

322,804

 

285,221

Noncurrent

172,863

 

182,970

 

375,631

 

400.620

Deferred income and social contribution taxes are comprised as follows:

  Company  

  Consolidated  

06.30.05

 

03.31.05

06.30.05

 

03.31.05

 

 

 

 

 

 

Merged tax credit (corporate restructuring)

175,868

 

187,093

400,331

 

425,885

Tax credits on:

 

 

 

 

 

 

Obsolescence

585

 

400

4,181

 

3,647

Contingencies

33,442

 

32,195

37,483

 

35,560

Doubtful accounts

2,907

 

2,332

12,664

 

10,221

Suppliers

4,462

 

3,971

14,500

 

11,914

Other amounts

1,393

 

1,600

4,051

 

3,792

Tax loss carryforwards

19,014

 

6,903

19,014

 

6,903

Total

237,671

 

234,494

492,224

 

497,922

 

 

 

 

 

 

 

Current

73,865

 

60,615

159,604

 

140,776

Noncurrent

163,806

 

173,879

332,620

 

357.146

Deferred taxes have been recorded based on the assumption of their future realization, as follows:

a)  Merged tax credit : consists of the net balance of goodwill and reserve for maintaining the integrity of shareholders' equity (Note 29); it is realized proportionally to the amortization of the goodwill on TCO and its subsidiaries, the term of which ends on June 30, 2009.

b)  Temporary differences : will be realized upon payments of the accruals, effective losses on bad debts or realization of inventories.

At the end of the 2004 fiscal year, the Company and its subsidiaries prepared technical feasibility studies, approved by the Board of Directors, which indicated full recovery of the deferred taxes recognized as determined by CVM Resolution No. 371. Management did not identify any change that could affect the conclusion of these studies on June 30, 2005.

The subsidiary TCO IP did not recognize deferred income and social contribution taxes on tax losses and temporary differences, due to the lack of projections of taxable income in the short term.

 

7.  PREPAID EXPENSES

  Company  

 

  Consolidated  

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

 

 

 

 

 

 

 

FISTEL fees

12,398

 

15,283

 

78,123

 

93,388

Advertising

5,879

 

13,502

 

5,879

 

13,502

Financial charges

217

 

259

 

461

 

557

Insurance premiums

34

 

11

 

56

 

46

Other

1,054

 

463

 

6,575

 

1,226

Total

19,582

 

29,518

 

91,094

 

108,719

 

 

 

 

 

 

 

Current

18,378

 

28,697

 

81,322

 

99,673

Noncurrent

1,204

 

821

 

9,772

 

9,046

 

8.  OTHER ASSETS

  Company  

   

Consolidated

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

 

 

 

 

 

 

 

Escrow deposits

12,525

 

12,492

 

14,981

 

14,494

Advance for purchase of shares

15,584

 

15,584

 

15,584

 

15,584

Advances to employees

1,228

 

2,033

 

2,755

 

4,379

Receivable from Group companies

7,898

 

7,080

 

977

 

448

Credits with suppliers

8,287

 

6,096

 

8,640

 

6,282

Subsidies in sale of terminals

3,762

 

2,056

 

14,484

 

10,851

Other assets

205

 

197

 

209

 

1,459

Total

49,489

 

45,538

 

57,630

 

53,497

 

 

 

 

 

 

 

Current

21,415

 

17,484

 

27,416

 

23,703

Noncurrent

28,074

 

28,054

 

30,214

 

29,794


9.  INVESTMENTS

a)  Participation in subsidiaries

Investees

 

Total
interest - %

 

Total shares
(in thousand)

 

Shareholders' equity 

 

Net income
(loss) at  

 

 

 

 

 

 

06.30.05

03.31.05
06.30.05
06.30.04
 

 

 

 

 

 

 

 

 

 

Telegoiás

 

100,00

 

6,735

 

823,186

790,266

 

76,147

69,896

Telemat

 

100,00

 

711

 

501,006

481,184

 

49,651

48,302

Telems

 

100,00

 

1,266

 

352,368

346,514

 

23,851

37,376

Teleron

 

100,00

 

727

 

115,766

110,041

 

11,973

9,573

Teleacre

 

100,00

 

1,987

 

58,916

57,529

 

4,552

5,170

NBT

 

100,00

 

72,000

 

235,451

233,621

 

12,427

16,256

TCO IP (1)

 

100,00

 

999

 

357

(150)

 

(138)

(1,815)

(1) TCO IP operated telecommunications services, Internet access services, solutions development and others. On August 16, 2004, through ANATEL Act No. 45,941, the license for multimedia communications services was revoked. The revocation of the license did not relieve TCO IP of its liabilities to third parties.

b)  Breakdown and changes

  Company  

 

  Consolidated  

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

 

 

 

 

 

 

 

Investments in subsidiaries

1,813,573

 

1,717,023

 

-

 

-

Goodwill paid on investment acquisition

19,920

 

20,310

 

4,336

 

4,726

Goodwill on spin-off for operators

257,893

 

286,548

 

-

 

-

Negative goodwill in acquisition of
interest in NBT

(2,282)

 

(2,282)

 

(2,282)

 

(2,282)

Provision for losses on investments -
TCO IP

-

 

(150)

 

-

 

-

Other investments

22

 

22

 

1,361

 

1,361

Balance of investments

2,089,126

 

2,021,471

 

3,415

 

3,805

The movements of investments by the Parent Company for the six-month periods ended June 30, 2005 and June 30, 2004 are as follows:

Investments in subsidiaries

2005

 

2004

 

 

 

Initial balance for investments

1,596,505

 

1,229,199

Equity pick-up in the 1 st quarter

110,718

 

80,577

Investment in subsidiaries

-

 

59

Increase of capital in subsidiaries

10,160

 

31,168

Capitalization of advance for future capital increase - TCO IP

(510)

 

-

Balance of investment as of March 31

1,716,873

 

1,341,003

 

 

 

Increase in interest of TCO in subsidiaries

-

 

28,555

Equity pick-up in the 2 nd quarter

67,745

 

100,970

Investment in subsidiaries

-

 

180

Increase of capital in subsidiaries

28,955

 

-

Dividends and interest on capital

-

 

705

Negative goodwill on purchase of investments

-

 

(431 )

Balance of investment as of June 30

1,813,573

 

1,470,982

The movement of balance of net goodwill in consolidated for the six-month periods ended June 30, 2005 and June 30, 2004 is as follows:

06.30.05

 

06.30.04

 

 

 

Other investments

22

 

22

 

 

 

Goodwill/negative goodwill:

 

 

 

Initial balance

2,835

 

4,396

Amortization of goodwill on the acquisition of investments

(391 )

 

(390 )

Balance as of March 31

2,444

 

4,006

 

 

 

Amortization of goodwill on the acquisition of investments

(390 )

 

(391 )

Balance as of June 30

2,054

 

3,615

 

 

 

Special goodwill reserve:

 

 

 

Initial balance

286,548

 

-

Balance as of March 31

286,548

 

-

 

 

 

Tax benefit transferred to subsidiaries (Note 29)

-

 

286,548

Increase in capital of subsidiaries

(28,655 )

 

-

Balance as of June 30

257,893

 

286,548

 

 

 

Advance for future capital increase:

 

 

 

Initial balance

15,584

 

46,752

Capitalization of subsidiaries

-

 

(31,168 )

Balance as of March 31 and June 30

15,584

 

15,584


10.  PROPERTY, PLANT AND EQUIPMENT

 

 

  Company

 

Annual

 

  06.30.05  

 

 03.31.05 

 

depreciation
  rates - %  

 

Cost

 

Accumulated
 depreciation 

 

Net book
value  

 

Net book
value  

         

Transmission equipment

14.29

 

339,957

 

(252,568)

 

87,389

 

90,154

Switching equipment

10

 

112,167

 

(48,089)

 

64,078

 

65,817

Infrastructure

5 to 10

 

71,673

 

(48,399)

 

23,274

 

23,960

Land

-

 

2,185

 

-

 

2,185

 

2,185

Software rights

20

 

84,436

 

(39,787)

 

44,649

 

41,105

Buildings

4

 

13,590

 

(6,383)

 

7,207

 

7,051

Terminal equipment

66.67

 

28,222

 

(22,272)

 

5,950

 

5,360

Other assets

5 to 20

 

45,860

 

(23,210)

 

22,650

 

23,996

Assets and construction
in progress

-

 

26,933

 

-  

 

26,933

 

22,405

Total

 

 

725,023

 

( 440,708 )

 

284,315

 

282,033


 

 

  Consolidated  

Annual

 

  06.30.05  

 

 03.31.05 

depreciation
  rates - %  

 

Cost

 

Accumulated
 depreciation 

 

Net book
value  

 

Net book
value  

       

Transmission equipment

14.29

 

1,015,576

 

(619,397)

 

396,179

 

398,845

Switching equipment

10

 

375,690

 

(144,835)

 

230,855

 

232,130

Infrastructure

5 to 10

 

204,160

 

(89,622)

 

114,538

 

110,906

Land

-

 

7,861

 

-

 

7,861

 

7,859

Software rights

20

 

251,399

 

(105,005)

 

146,394

 

144,944

Buildings

4

 

42,136

 

(9,901)

 

32,235

 

28,894

Terminal equipment

66.67

 

81,479

 

(53,051)

 

28,428

 

24,483

Concession license

7.23

 

60,550

 

(24,074)

 

36,476

 

37,569

Other assets

5 to 20

 

100,721

 

(43,323)

 

57,398

 

59,808

Assets and construction
in progress

-

 

100,425

 

-  

 

100,425

 

83,059

Total

 

 

2,239,997

 

( 1,089,208 )

 

1,150,789

 

1,128,497

 

11.  DEFERRED CHARGES

Annual rate of

Consolidated  

amortization - %

06.30.05

03.31.05

 

 

 

 

Pre-operating expenses:

 

 

 

 

Financial expenses

10

 

16,701

 

16,701

General and administrative expenses

10

 

27,991

 

27,991

Goodwill

20

 

154

 

154

 

 

 

44,846

 

44,846

Accumulated amortization

 

 

( 25,117 )

 

( 24,058 )

Total

 

 

19,729

 

20,788


12.  TRADE ACCOUNTS PAYABLE

  Company  

 

  Consolidated  

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

 

 

 

 

 

 

 

Suppliers

30,168

 

38,082

 

172,880

 

198,293

Interconnections

10,893

 

5,232

 

67,572

 

21,147

Transfer of SMP

23,974

 

4,302

 

91,069

 

33,842

Other

2,767

 

2,917

 

7,307

 

7,970

Total

67,802

 

50,533

 

338,828

 

261,252

Transfer of SMP refers to the so called international VC2 and VC3, diverts which are billed to our customers and transferred to the long-distance operators.

 

13.  TAXES AND CONTRIBUTIONS PAYABLE

  Company  

 

  Consolidated  

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

 

 

 

 

 

 

 

State VAT (ICMS)

13,174

 

14,581

 

54,113

 

59,382

Income and social contribution taxes

-

 

-

 

6,597

 

11,148

PIS and COFINS

2,844

 

2,285

 

13,085

 

11,218

FISTEL fees

464

 

244

 

2,612

 

2,938

FUST and FUNTTEL

408

 

280

 

1,567

 

1,332

Other taxes

908

 

916

 

1,959

 

1,843

Total

17,798

 

18,306

 

79,933

 

87,861

 

14.  LOANS AND FINANCING

a)  Debt composition

 

   

 

   

 

Company  
Consolidated  

Description

  Currency  

Charges

 

Maturity

 

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BNDES

 

R$

 

TJLP + interest 3.5% to 4% p.a.

 

01.15.06 to
01.15.08

 

4,106

 

5,427

 

101,913

 

114,051

Export Development Canada - EDC

 

US$

 

Libor 6m + interest of 3.9% to 5% p.a.

 

11.22.05 to
12.14.06

 

20,883

 

33,602

 

43,375

 

71,473

Teleproduzir (i)

 

R$

 

Interest of 0.2% p.m.

 

07.31.12

 

-

 

-

 

15,108

 

15,159

BNDES - Basket of currencies

 

UMBNDES

 

Variation basket UMBNDES + 3.5% p.a.

 

01.15.08

 

-

 

-

 

8,233

 

10,349

Other

 

R$

 

Column 20 FGV

 

10.31.08

 

-

 

-

 

1,521

 

1,424

Interest

 

 

   

 

 

188

 

930

 

802

 

2,489

Total

 

 

   

 

 

25,177

 

39,959

 

170,952

 

214,945

 

 

   

 

 

 

 

 

 

 

 

 

Current

 

 

   

 

 

19,105

 

26,184

 

85,147

 

103,102

Noncurrent

 

 

   

 

 

6,072

 

13,775

 

85,805

 

111,843

(i) Refers to the long-term portion of the benefit of the Teleproduzir Program, that refers to an agreement with the Goiás State Government for deferral of ICMS payments. Pursuant to this agreement, the ICMS due will be paid in 84 monthly installments, with a grace period of 12 months from the end of date of utilization of the benefit, which was in July 2004.

b)  Repayment schedule

The long-term portion of loans and financing matures as follows:

Year

Company

Consolidated

 

 

 

2006 (from July on)

6,072

 

33,137

2007

-

 

40,234

2008

-

 

5,632

2009

-

 

2,158

2010

-

 

2,158

2011

-

 

2,158

2012

-

 

328

Total

6,072

 

85,805

c)  Restrictive covenants

The Company and its subsidiaries have loans and financing from the National Bank for Economic and Social Development (BNDES) and Export Development Canada - EDC, the consolidated balances of principal of which, as of June 30, 2005, are R$110,146 and R$43,375 (R$124,400 and R$71,473 as of March 31, 2005), respectively. As of that date, the various contractual economic and financial indices were complied with by the Company and its subsidiaries.

d)  Guarantees

Banks

 

Guarantees

 

BNDES Operators TCO

 

15% of the receivables and CDB pledged to an amount equivalent to the next installment coming due.

 

BNDES NBT

 

100% of the receivables and CDB pledged to an amount equivalent to the next two installments.

e)  Derivatives - consolidated

As of June 30, 2005, the Company and its subsidiaries had exchange rate swap contracts of US$22,447 thousand (US$32,134 thousand as of March 31, 2005), to hedge all its foreign-exchange liabilities. Up to that date, the Company and its subsidiaries had recorded an accumulated and unrealized net loss of R$23,195 (R$21,303 as of March 31, 2005) on these derivatives, represented by a current liability balance of R$17,196 (R$14,631 as of March 31, 2005), and a balance in long-term liabilities of R$5,999 (R$6,672 as of March 31, 2005).


15.  INTEREST ON CAPITAL AND DIVIDENDS PAYABLE

  Company  

 

  Consolidated  

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

 

 

 

 

 

 

 

Interest on capital TCP

35,838

 

35,838

 

35,838

 

35,838

Interest on capital minority interest

45,353

 

45,869

 

49,386

 

50,438

Dividends TCP

26,276

 

26,276

 

26,276

 

26,276

Dividends minority interest

30,295

 

30,295

 

31,842

 

31,842

Total

137,762

 

138,278

 

143,342

 

144,394

 

16.  OTHER LIABILITIES

  Company  

 

  Consolidated  

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

 

 

 

 

 

 

 

Services to be provided - prepaid

4,751

 

3,947

 

35,762

 

13,701

Provision for loyalty program (a)

2,000

 

1,583

 

4,423

 

3,395

Liabilities with associated companies

14,631

 

6,802

 

12,358

 

6,416

Provision for pension plan

84

 

84

 

167

 

167

Equivalent share grouping (b)

41,829

 

-

 

41,829

 

-

Others

1,658

 

1,742

 

8,529

 

8,881

Total

64,953

 

14,158

 

103,068

 

32,560

 

 

 

 

 

 

 

 

Current

63,205

 

12,330

 

94,271

 

23,593

Noncurrent

1,748

 

1,828

 

8,797

 

8,967

(a) The Company and its subsidiaries have customer loyalty programs, in which connections are transformed into points for future exchange for handsets. The accumulated points, net of redemption, are provisioned, considering historic redemption data, points generated and the average cost of a point.

(b) Refers to credit made available to the shareholders who benefit from the remainder of the shares arising from the grouping of the Company's share capital (Note 19).

17.  RESERVE FOR CONTINGENCIES

The Company and its subsidiaries are parties to certain lawsuits involving labor, tax and civil matters. A reserve was recorded in the accounts related with the claims whose probability of an unsuccessful outcome was classified as probable.

The composition of the reserves are as follows:

  Company  

 

  Consolidated  

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

 

 

 

 

 

 

 

Telebrás

119,176

 

116,487

 

119,176

 

116,487

Labor

71

 

21

 

888

 

845

Civil

3,305

 

2,378

 

14,111

 

9,830

Tax

9,589

 

9,588

 

9,851

 

11,207

Total

132,141

 

128,474

 

144,026

 

138,369

 

 

 

 

 

 

 

Current

1,769

 

1,492

 

8,772

 

6,182

Noncurrent

130,372

 

126,982

 

135,254

 

132,187

The changes in the reserve for contingencies in the six-month period ended June 30, 2005 are as follows:

Company

 

Consolidated

 

 

 

Balance as of December 31, 2004

124,812

 

134,117

Reserves, net of reversals

1,552

 

5,064

Monetary variations

5,417

 

5,417

Payments, net of reclassifications

360

 

(572 )

Balance as of June 30, 2005

132,141

 

144,026

17.1. Telebrás

Correspond to the original loans from Telecomunicações Brasileiras S.A. - Telebrás, which, according to Appendix 2 of the Split-up Report dated February 28, 1998, approved by the Shareholders' General Meeting of May 1998, should be attributed to the corresponding holding company of Telegoiás and Telebrasília Celular S.A.

Considering that there was a failure in the allocation of these loans at the time of the split-up, the Company suspended the flow of payments and began to restate the debt according to the variation in the IGP-M plus 6% interest per annum.

In June 1999, the Company filed a suit requesting a statement that the assets corresponding to these liabilities are its property, plus accessories of these assets, also claiming compensation for the installments paid.

On August 1, 2001, a decision was handed down ruling the requests made by the Company in the declaratory action to be without grounds, but on October 8, 2001 the Company filed an appeal, which was ruled without grounds, upholding the first level court decision. The Company filed a new appeal that is awaiting judgment by the Supreme Court (STJ).

In the opinion of the Company's legal advisers, the chances of an unsuccessful outcome are considered probable as regards the merit and possible as regards the restatement factor. The unrecorded difference as of June 30, 2005 between the original rates of contracts and the restatement described above is estimated at R$(18,280) (R$(4,007) as of March 31, 2005).

17.2. Tax litigation

17.2.1. Probable loss

Includes several tax claims, a provision having been posted as demonstrated previously, which is considered sufficient to cover the probable losses in these cases.

17.2.2. Possible loss

No new significant claims classified as having a "possible" loss incurred in this first semester. No significant alterations occurred in the claims indicated in this report since the last financial year.

17.3. Labor and civil suits

Include several labor and civil claims, and a reserve was posted as demonstrated previously, which is considered sufficient to cover possible losses in these cases.

In relation to claims whose probability of loss is classified as possible, the amount involved is R$19,166 (R$16,573 as of March 31, 2005) for civil claims and R$3,967 (R$3,275 as of March 31, 2005) for labor claims.

 

18.  LEASING (CONSOLIDATED)

The Company and its subsidiaries have leasing contracts, which were liquidated in June 2005. Expenses recorded in the first semester of 2005 totaled R$461 (R$2,032 in the first semester of 2004).

 

19.  SHAREHOLDERS' EQUITY

a)  Capital

On March 31, 2005 Company's capital was increased by R$164,878, without issuing new shares, by means of capitalization of part of the surplus revenue reserves into capital as of December 31, 2004.

In the General and Extraordinary Shareholders' Meetings held on March 31, 2005, a reverse split of 386,664,974,968 nominative book-entry shares, without par value, was approved, of which 129,458,666,783 common shares and 257,206,308,185 preferred shares, representing capital, in the proportion of 3,000 (three thousand) shares to 1 (one) share of the same species, the capital becoming represented by 128,888,325 nominative book-entry shares, without par value, of which 43,152,889 common shares and 85,735,436 preferred shares.

As a result of the reverse share split, the authorized capital limit changed from up to 700,000,000,000 shares to up to 234,000,000 shares.

Consequently the capital as of June 30 and March 31, 2005, consists of shares with no par value, distributed as follows:

Thousands
of shares 

 

Common shares

43,153

Preferred shares

85,735

Shares held in treasury

(1,928 )

Total

126,960

b)  Special goodwill reserve

This reserve represents the formation of a special goodwill reserve as a result of the Company's corporate restructuring, which will be capitalized in favor of the controlling shareholder at the time of effective realization of the tax benefit.

c)  Revenue reserve

(i)  Statutory reserve

The statutory reserve is calculated based on 5% of net annual income until the reserve reaches 20% of paid-up capital or 30% of capital plus capital reserves; from then on, appropriations to this reserve are no longer compulsory. The purpose of this reserve is to ensure the integrity of capital and may only be used to compensate losses or increase capital. The reserve is made at the end of the financial year.

(ii)  Special reserve for expansion

The special reserve for expansion and modernization is based on the capital expenditure budget prepared by management, which demonstrates the need for funds for investment projects for the coming financial year.

d)  Dividends

The preferred shares do not have voting rights, except in the cases stipulated in the bylaws, but they are assured priority in the reimbursement of capital, without premium, the right to participate in the dividend to be distributed, corresponding to not less than 25% of net income for the financial year, calculated in the form of article 202 of corporate law, with priority in the receipt of minimum noncumulative dividends equivalent to the larger of the following values:

(i)  6% per annum on the amount resulting from dividing the subscribed capital by the total number of Company's shares.

(ii)  3% per annum on the amount resulting from division of the shareholders' equity by the total number of Company's shares, plus the right to participate in distributed income under equal conditions to the common shares, after the latter have been assured a dividend equal to the minimum priority dividend established for the preferred shares.

e)  Treasury shares

The shares held in treasury as of June 30, 2005 totaled 1,929 thousand shares, of which 1,728 common shares (1,928 thousand common shares and 1 thousand preferred shares as of March 31, 2005).

 

20.  NET OPERATING REVENUE

  Company  

 

  Consolidated  

06.30.05

 

06.30.04

 

06.30.05

 

06.30.04

 

 

 

 

 

 

 

Monthly subscriptions

18,667

 

25,457

 

60,463

 

79,429

Use of network

136,099

 

131,971

 

670,127

 

555,997

Additional call charges

5,154

 

3,998

 

26,666

 

12,510

Interconnection

85,576

 

97,670

 

415,190

 

419,825

Data services

10,073

 

9,890

 

67,596

 

54,280

Additional services

6,096

 

4,944

 

30,243

 

20,729

Other services

2,026

 

1,203

 

9,120

 

5,900

Gross revenue from services

263,691

 

275,133

 

1,279,405

 

1,148,670

 

 

 

 

 

 

 

State VAT (ICMS)

(43,424)

 

(40,504)

 

(220,366)

 

(183,747)

PIS and COFINS

(9,073)

 

(9,671)

 

(43,810)

 

(39,902)

ISS - service tax

(97)

 

(60)

 

(346)

 

(323)

Discounts granted

(8,529 )

 

(8,766 )

 

(51,433 )

 

(47,649 )

Net operating revenue from services

202,568

 

216,132

 

963,450

 

877,049

 

 

 

 

 

 

 

Gross revenue from handsets
and accessories

41,346

 

46,239

 

228,981

 

211,515

 

 

 

 

 

 

 

ICMS

(6,043)

 

(7,531)

 

(36,881)

 

(35,639)

PIS and COFINS

(3,595)

 

(3,934)

 

(19,968)

 

(20,258)

Discounts granted

(1)

 

(1)

 

-

 

(75)

Returned sales

(2,480)

 

(2,678)

 

(13,119)

 

(9,028)

Net operating revenue from the sale
of cellular phones and accessories

29,227

 

32,095

 

159,013

 

146,515

 

 

 

 

 

 

 

Total net operating revenue

231,795

 

248,227

 

1,122,463

 

1,023,564

No clients have contributed with more than 10% of gross operating revenue in the six-
-month periods ended June 30, 2005 and June 30, 2004, except for Brasil Telecom S.A., a fixed-telephone operator, which contributed with approximately 20% and 22%, respectively, in relation to interconnection revenues.

21.  COST OF SERVICES PROVIDED AND PRODUCTS SOLD

  Company  

 

  Consolidated  

06.30.05

 

06.30.04

 

06.30.05

 

06.30.04

 

 

 

 

 

 

 

Personnel

(3,413)

 

(3,103)

 

(11,861)

 

(10,354)

Materials

(707)

 

(474)

 

(2,448)

 

(2,167)

Outsourced services

(6,349)

 

(4,618)

 

(28,521)

 

(17,914)

Connections

(687)

 

(2,196)

 

(17,140)

 

(14,463)

Rents, insurance and condominium fees

(1,463)

 

(3,012)

 

(5,154)

 

(8,469)

Interconnection

(4,161)

 

(4,829)

 

(28,613)

 

(42,826)

Taxes and contributions

(9,463)

 

(630)

 

(53,601)

 

(3,340)

Depreciation and amortization

(26,987)

 

(23,711)

 

(92,533)

 

(76,401)

Other

-  

 

(1 )

 

(8 )

 

(1 )

Cost of services provided

(53,230)

 

(42,574)

 

(239,879)

 

(175,935)

 

 

 

 

 

 

 

 

Cost of products sold

(49,475 )

 

( 54,330 )

 

( 280,615 )

 

( 222,854 )

Total

( 102,705 )

 

( 96,904 )

 

( 520,494 )

 

( 398,789 )

 

22.  SELLING EXPENSES

  Company  

 

  Consolidated  

06.30.05

 

06.30.04

 

06.30.05

 

06.30.04

 

 

 

 

 

 

 

Personnel

(12,343)

 

(9,287)

 

(39,338)

 

(31,120)

Materials

(881)

 

(1,211)

 

(2,616)

 

(3,785)

Outsourced services

(34,446)

 

(23,256)

 

(131,094)

 

(119,992)

Publicity

(27,149)

 

(10,816)

 

(39,863)

 

(15,667)

Rents, insurance and condominium fees

(1,316)

 

(1,513)

 

(4,078)

 

(4,089)

Taxes and contributions

(53)

 

(113)

 

(353)

 

(420)

Depreciation and amortization

(4,489)

 

(2,145)

 

(17,472)

 

(8,800)

Allowance for doubtful accounts

(15,140)

 

(5,640)

 

(55,440)

 

(26,120)

Other

(2,975 )

 

(442 )

 

(9,427 )

 

(1,452 )

Total

( 98,792 )

 

( 54,423 )

 

( 299,681 )

 

( 211,445 )

 

23.  GENERAL AND ADMINISTRATIVE EXPENSES

  Company  

 

  Consolidated  

06.30.05

 

06.30.04

 

06.30.05

 

06.30.04

 

 

 

 

 

 

 

Personnel

(5,891)

(12,490)

(24,504)

(25,178)

Materials

(635)

(538)

(2,508)

(1,268)

Outsourced services

(10,631)

(11,513)

(33,449)

(27,344)

Rents, insurance and condominium fees

(1,640)

(1,048)

(7,542)

(3,593)

Taxes and contributions

(135)

(1,241)

(800)

(2,118)

Depreciation and amortization

(3,751)

(5,714)

(11,702)

(10,582)

Other

(65 )

(1,258 )

(3,191 )

(3,091 )

Total

( 22,748 )

( 33,802 )

( 83,696 )

( 73,174 )


24.  OTHER OPERATING REVENUES (EXPENSES)

  Company  

 

  Consolidated  

06.30.05

 

06.30.04

 

06.30.05

 

06.30.04

 

 

 

 

 

 

 

Revenue:

 

     

Fines

2,303

 

4,158

 

10,452

 

15,313

Recovered expenses

714

 

450

 

5,766

 

1,018

Reversal of reserves

10

 

7

 

3,666

 

2,659

Shared infrastructure

2,582

 

21,045

 

6,680

 

2,590

Sales incentives

8,563

 

1,093

 

13,682

 

3,475

Other

1,674

 

88

 

3,047

 

107

Total

15,846

 

26,841

 

43,293

 

25,162

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

FUST fees

(1,095)

 

(1,151)

 

(5,116)

 

(4,455)

FUNTTEL

(547)

 

(554)

 

(2,558)

 

(2,205)

ICMS on other expenses

(1,727)

 

(2,350)

 

(4,578)

 

(8,456)

PIS and COFINS on other revenue

(2,329)

 

(1,460)

 

(6,611)

 

(2,477)

Other taxes and contributions

(125)

 

(14)

 

(170)

 

(346)

Provision for contingencies

(1,562)

 

(567)

 

(8,730)

 

(4,000)

Amortization of deferred charges

-

 

-

 

(2,119)

 

(4,459)

Amortization of Telegoiás and
NBT goodwill

(781)

 

(781)

 

(781)

 

(781)

Other

(2,798 )

 

(296 )

 

(5,851 )

 

(671 )

Total

( 10,964 )

 

( 7,173 )

 

( 36,514 )

 

( 27,850 )

 

25.  FINANCIAL INCOME (EXPENSES)

  Company  

 

  Consolidated  

06.30.05

 

06.30.04

 

06.30.05

 

06.30.04

 

 

 

 

 

 

 

Financial income:

 

 

 

 

 

 

Income from financial operations

8,790

 

12,017

 

92,448

 

85,763

Monetary/exchange variations

3,365

 

30

 

8,368

 

125

Hedge operations, net

-

 

2,255

 

-

 

6,255

PIS/COFINS on financial operations

(32)

 

(2,348 )

 

(41 )

 

( 10,400 )

Total

12,123

 

11,954

 

100,775

 

81,743

 

 

 

 

 

 

 

Financial expenses:

 

 

 

 

 

 

 

Expenses with financial operations

(3,899)

 

(5,083)

 

(24,500)

 

(26,777)

Monetary/exchange variations

(6,204)

 

(14,316)

 

(8,109)

 

(26,470)

Hedge operations, net

(5,742 )

 

-

 

( 14,329 )

 

-

Total

( 15,845 )

 

( 19,399 )

 

( 46,938 )

 

( 53,247 )

 

26.  INCOME AND SOCIAL CONTRIBUTION TAXES

The Company and its subsidiaries estimate monthly the amounts of income and social contribution taxes on the accrual basis, paying the taxes based on a monthly estimate. The subsidiary TCO IP returned a tax loss; however, the tax credits were not recognized due to the lack of projections of taxable income to be generated in the short term. Deferred taxes are recognized on temporary differences, as shown in Note 6. The composition of expenses on income and social contribution taxes is given below:

  Company  

 

  Consolidated  

06.30.05

 

06.30.04

 

06.30.05

 

06.30.04

 

 

 

 

 

 

 

Income tax

(16,534)

(14,085)

(89,366)

(85,664)

Social contribution

(5,952)

(5,356)

(32,198)

(31,151)

Deferred income tax

13,789

(820)

16,777

(5,294)

Deferred social contribution

4,954

(296 )

6,030

(1,906 )

Total

( 3,743 )

( 20,557 )

( 98,757 )

( 124,015 )

A reconciliation of the taxes on income disclosed, eliminating the effects of the goodwill fiscal benefit, and the amounts calculated at the combined statutory rate of 34% are as follows:

  Company  

 

  Consolidated  

06.30.05

 

06.30.04

 

06.30.05

 

06.30.04

 

 

 

 

 

 

 

Income before taxes

187,152

 

257,056

 

282,166

 

363,721

Income and social contribution taxes at statutory rate

(63,632)

 

(87,399)

 

(95,936)

 

(123,665)

Permanent additions:

 

 

 

 

 

 

 

Donations and sponsorships

-

 

(59)

 

(2,330)

 

(281)

Other

(788)

 

(396)

 

(153)

 

(611)

Permanent exclusions:

 

 

 

 

 

 

 

Equity pick-up

60,677

 

61,726

 

-

 

-

Reserve for maintenance of integrity of shareholders' equity

-

 

4,775

 

-

 

-

Difference additional income tax

-

 

12

 

(338)

 

84

Other exclusions

-

 

784

 

-

 

458

Tax expense

(3,743 )

 

( 20,557 )

 

( 98,757 )

 

( 124,015 )

 

27.  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONSOLIDATED)

a)  Risk considerations

The Company and its subsidiaries operate the mobile telephone service in the States of Goiás, Tocantins, Mato Grosso, Mato Grosso do Sul, Rondônia, Acre, Amazonas, Roraima, Amapá, Pará, Maranhão and the Federal District, according to the terms of the license granted by the Federal Government. The operators also exploit the business of purchasing and distributing handsets through their own channels and distributional network to stimulate their core business.

The major market risks to which the Company and its subsidiaries are exposed in conducting business are:

•  Credit risk : derived from the possible difficulty in collecting amounts of telecommunications services provided to customers, and the sales of handsets by the distribution network, together with the risks related with investments and swap operations.

•  Interest rate risk : derived from the portion of the debt and liability positions in derivatives contracted at floating rates and involves the risk of financial expenses rising due to an unfavorable movement in interest rates (principally Libor and CDI).

•  Currency risk : the possibility of the Company incurring losses on account of fluctuations in interest rates that increase the balances of foreign currency denominated loan and financing liabilities.

The Company and its subsidiaries take a positive attitude towards the management of the various risks to which they are subject, by means of a wide-ranging set of operational initiatives, procedures and policies that enable the risks inherent in their businesses to be mitigated.

Credit risk

The credit risk from providing telecommunications services is minimized by a strict control of the customer base and active management of default by means of clear policies related with selling postpaid sets. The Company and its subsidiaries have 85% (84% as of March 31, 2005) of the customer base under the prepaid system, which requires prepaid loading and, therefore, does not represent any credit risk.

The credit risk on the sale of handsets is managed by means of a conservative credit policy, using modern management methods that involve applying credit scoring techniques, balance sheet analysis and consulting commercial databases, together with the automatic control of sales release integrated with the Company's ERP distribution module.

The Company and its subsidiaries are also subject to credit risk derived from the short-term financial investment and amounts receivable from swap operations. The Company and its subsidiaries operate in such a way as to diversify this exposure among first rate financial institutions.

Interest rate risk

The Company and its subsidiaries are exposed to fluctuations in the TJLP (local index), on financing from BNDES. As of June 30, 2005, the restated balances of the principal for these operations amounted to R$101,913 (R$114,051 as of March 31, 2005).

The Company and its subsidiaries are also exposed to the risk of local interest rates due to the liability portion of derivative operations (exchange hedge) with exchange rates associated with the CDI. However, the short-term financial investments, also indexed to the CDI, partially neutralize this effect.

Foreign currency-denominated loans are also exposed to interest risk associated with foreign loans. As of June 30, 2005, these operations amounted to principal values of US$ 18,454 thousand (US$26,807 thousand as of March 31, 2005).

Currency/Exchange rate risk

The Company and its subsidiaries utilize derivative instruments to protect currency risk on foreign currency-denominated loans. The instruments normally used are swap contracts.

The following table summarizes the net exposure of the Company and its subsidiaries to the exchange rate factor as of June 30, 2005:

In thousands
of US$  

 

Loans and financing - US$

(18,454)

Loans and financing - UMBNDES (i)

(3,503)

Suppliers

(391)

Hedge instruments

22,447  

Total

99  

(i) UMBNDES is a monetary unit calculated by the BNDES, composed of a basket of foreign currencies, the principal being the U.S. dollar, for which reason the Company and its subsidiaries considered it as the U.S. dollar in analyzing the risk coverage related with exchange-rate fluctuations.

b)  Derivative instruments

The Company and its subsidiaries record derivative gains and losses as a component of net financial expenses or income.

Book and market values of loans and financing and derivative instruments are estimated as follows:

Book
value

 

Market
value

 

Unrealized
gain  

 

 

 

 

 

Loans and financing

(170,952)

 

(169,036)

 

1,916

Derivative instruments

(23,195 )

 

(22,245 )

 

950

Total

( 194,147 )

 

( 191,281 )

 

2,866


c)  Market value of financial instruments

The market value of the loans and financing, together with the swap contracts, was established based on the discounted cash flow method, using available projections of interest rates.

The market values are calculated at a specific time based on information available and in-house valuation methodologies, and, therefore, the estimates indicated do not necessarily represent market realization values. The use of different assumptions could significantly affect the estimates.

 

28.  POST-RETIREMENT BENEFIT PLANS

The subsidiaries, together with the other companies of the former Telebrás system and their successors, sponsor private pension and healthcare plans for retired employees, managed by Fundação Sistel de Seguridade Social - SISTEL, as follows:

a)  PBS-A - defined-benefit multi-sponsor plan, for participants that were previously assisted and had such status on January 31, 2000.

b)  PBS-TCO - defined-benefit retirement plan sponsored individually by the Company.

c)  PAMA - multi-sponsor healthcare plan for retired employees and their dependents, on a shared cost basis.

The contributions to the PBS-TCO Plan are determined based on actuarial studies prepared by independent actuaries, according to the regulations in effect in Brazil . The system of establishing the cost is the capitalization method and the contribution payable by the sponsor is 13.5% of the payroll of its employees participating in the Plan, of which 12% is allocated to costing the PBS-TCO Plan and 1.5% to the PAMA Plan.

d)  TCOPREV - individual defined contribution plan - the TCOPREV benefits plan, introduced by SISTEL in August 2000.

The Company's contributions to the TCOPREV Plan are equal to those of the participants, varying up to 8% of the participation salary, as a function of the percentage selected by the participant. In the second semester of 2005, the contributions to these Plans were R$1,867 (R$1,956 in 2004).

Up to June 30, 2005, the Company and its subsidiaries recognized proportionally the actuarial cost foreseen for the 2005 financial year, recording the amount of R$167 relative to these costs, in an administrative expense account.

 

29.  CORPORATE RESTRUCTURING

On May 13, 2004, the Boards of the Company and its Parent Company approved a corporate restructuring for the purpose of transferring to the Company and its subsidiaries the goodwill paid by TCP in the acquisition of TCO, whose balances as of May 31, 2004 were R$1,503,121.

Prior to the merger of goodwill by the Company, a reserve was constituted to maintain the merger's shareholders' equity at R$992,060. Thus, net assets merged by the Company amounted to R$511,061, which, in essence, represent the tax benefit derived from the deductibility of the mentioned goodwill when merged by the Company and its subsidiaries.

The merged net assets will be amortized over approximately five years and the balancing item was a special goodwill reserve to be transferred to the capital account in favor of the Parent Company at the time of effective realization of the tax benefit. The remaining shareholders are assured the right to participate in these capital increases, in which case the funds raised will be paid to TCP.

As of June 30, 2004, the transfer of part of the net assets to the subsidiaries was approved, based on appraisal reports prepared by independent specialists, as described below:

Company

Goodwill

 

Reserve
merged

 

Net
value

 

 

 

 

 

Telemat

248,558

 

(164,048)

 

84,510

Telegoiás

352,025

 

(232,336)

 

119,689

Telems

144,078

 

(95,092)

 

48,986

Teleron

68,775

 

(45,392)

 

23,383

Teleacre

29,353

 

(19,373 )

 

9,980

Total split-up

842,789

 

(556,241)

 

286,548

 

 

 

 

 

Balance TCO

660,332

 

( 435,819 )

 

224,513

Total

1,503,121

 

( 992,060 )

 

511,061

Concurrently with the transfer of a portion of the net assets to the subsidiaries, the proposal has been approved to merge the shares of the subsidiaries' minority shareholders, who received the Company's shares in a proportion established by a market evaluation appraisal prepared by independent experts. The transfer of the interests in the subsidiaries resulted in a capital increase of R$28,555.

The accounting records of the Company and its subsidiaries maintained for corporate and tax purposes have specific accounts related with the premium and provision merged and corresponding amortization, reversal and tax credit, the balances of which as of June 30, 2005 are as follows:

Company  

 

Consolidated  

06.30.05

 

03.31.05

 

06.30.05

 

03.31.05

Balance sheets:

 

 

 

 

 

 

 

Merged goodwill

517,260

 

550,276

 

1,177,444

 

1,252,600

Merged reserve

( 341,392 )

 

( 363,183 )

 

(777,113 )

 

(826,715 )

Balance

175,868

 

187,093

 

400,331

 

425,885

 

 

 

 

 

 

 

06.30.05

 

06.30.04

 

06.30.05

 

06.30.04

Statement of income:

 

 

 

 

 

 

 

Amortization of goodwill

(66,033)

 

(20,357)

 

(150,312)

 

(57,321)

Reversal of reserve

43,582

 

13,436

 

99,206

 

37,832

Tax credit

22,451

 

6,921

 

51,106

 

19,489

Effect on income

-

 

-

 

-

 

-


As demonstrated, the goodwill amortization, net of the reversal of the reserve and corresponding tax credit, results in a null effect on income and, consequently, on the calculation base of the statutory minimum dividends. To ensure a better presentation of the Companies' financial and equity situation in the financial statements, the net amount of R$400,331, as of June 30, 2005 (R$425,885 as of March 31, 2004), which, in essence, represents the tax credit merged, was classified in the balance sheet under current and noncurrent assets as deferred taxes (Note 6).

 

30.  RELATED-PARTY TRANSACTIONS

The principal transactions with unconsolidated related parties are:

a)  Use of network and long-distance (roaming) cellular communication: These transactions involve companies owned by the same controlling group: Telecomunicações de São Paulo S.A., Telerj Celular S.A., Telest Celular S.A., Telebahia Celular S.A., Telergipe Celular S.A., Telesp Celular S.A., Global Telecom S.A. and Celular CRT S.A. Part of these transactions was established based on contracts signed by Telebrás with the concessionaire operators during the period prior to privatization, and the conditions were regulated by ANATEL.

b)  Corporate services: These are passed on to the companies under the same controlling group at the cost effectively incurred of the services.

c)  Payable to related companies: Refers to loan operations between the Company and the subsidiaries.

A summary of the unconsolidated balances and transactions with unconsolidated related parties is as follows:

Consolidated  

 

06.30.05

 

03.31.05

Assets:

 

 

 

Trade accounts receivable, net

5,230

 

9,509

Credits with Group companies

977

 

448

 

 

 

Liabilities:

 

 

 

Trade accounts payable

16,807

 

18,069

Liabilities with Group companies

12,358

 

6,416


Consolidated  

 

06.30.05

 

06.30.04

Statement of income:

 

 

 

Cost of services provided

(1,567)

 

(2,862)

Selling expenses

(5,838)

 

(9,159)

General and administrative expenses

(9,244)

 

(15,799)

 

31.  INSURANCE (CONSOLIDATED)

The Company and its subsidiaries have a policy of monitoring the risks inherent in their operations. As of June 30, 2005, the Companies had insurance policies in effect to cover operating risks, third-party liability, health, etc. Management of the Company and its subsidiaries considers that the amounts are sufficient to cover possible losses. The principal assets, liabilities or interests covered by insurance are as follows:

Types

 

Amounts insured

 

 

 

Operating risks

 

R$940,160,000.00

General third-party liability - RCG

 

R$7,559,750.00

Auto (fleet of executive vehicles)

 

Fipe Table and R$250,000.00 for DC/DM

Auto (fleet of operational vehicles)

 

R$250,000.00 for DC/DM

 

32.  AMERICAN DEPOSITARY RECEIPTS ("ADRs") PROGRAM

On November 16, 1998, the Company began trading ADRs with the following characteristics on the New York Stock Exchange - NYSE:

•  Type of shares: preferred.

•  Each ADR represents 1 (one) preferred share.

•  Shares are traded as ADRs with the code "TRO", on the New York Stock Exchange - NYSE.

•  Foreign depositary bank: The Bank of New York.

•  Custodian bank in Brazil : Banco Itaú S.A.

 

33.  SUBSEQUENT EVENTS

The General Meeting of the Board of Directors of Tele Centro Oeste Celular Participações S.A. held on June 28, 2005 approved a proposal to increase the capital to capitalize the tax benefits arising from the corporate restructuring in the amount of R$63,893, by issuing 3,107,645 common book-entry shares, without par value. Each share will be negotiated at R$20.56, assuring the right to preference established in article 171 of Law No. 6,404/76, and funds arising from any exercise of the preference rights should be credited to the controlling shareholder. The term for exercising the right of preference is from June 29 to July 28, 2005.

 


SIGNATURE

  

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 11, 2005

 
 
TELE CENTRO OESTE CELLULAR HOLDING COMPANY
By:
/S/  Arcadio Luis Martinez Garcia

 
Arcadio Luis Martinez Garcia
Investor Relations Officer
 
  
FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.