THROUGH JUNE 13 , 2006
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___
FEDERAL PUBLIC SERVICE | ||
SECURITIES AND EXCHANGE COMMISSION (CVM) | CORPORATION LAW | |
QUARTERLY INFORMATION | ||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | Date: March 31, 2006 |
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 01131-2 |
2 - COMPANYS NAME BRASIL TELECOM S.A. |
3 - CNPJ - TAXPAYER REGISTER 76.535.764/0001-43 |
||
4 NIRE 5.330.000.622.9 |
01.02 - ADDRESS OF COMPANYS HEADQUARTERS
1 - FULL ADDRESS SIA/SUL - LOTE D - BL B - 1º ANDAR |
2 - DISTRICT SIA |
|||||||
3 - ZIP CODE 71215-000 |
4 MUNICIPALITY BRASILIA |
5 - STATE DF |
||||||
6 - AREA CODE 61 |
7 - TELEPHONE NUMBER 3415-1010 |
8 - TELEPHONE NUMBER 3415-1256 |
9 - TELEPHONE NUMBER 3415-1119 |
10 - TELEX | ||||
11 - AREA CODE 61 |
12 FAX 3415-1593 |
13 - FAX 3415-1315 |
14 - FAX - |
|||||
15 - E-MAIL ri@brasiltelecom.com.br |
01.03 INVESTOR RELATIONS OFFICER (Address for correspondence to Company)
1 - NAME CHARLES LAGANÁ PUTZ |
||||
2 - FULL ADDRESS SIA/SUL - ASP - LOTE D- BL A 2º ANDAR |
3 - DISTRICT SIA |
|||
4 - ZIP CODE 71215-000 |
5 MUNICIPALITY BRASILIA |
6 - STATE DF |
||
7 - AREA CODE 61 |
8 - TELEPHONE NUMBER 3415-1440 |
9 - TELEPHONE NUMBER - |
10 - TELEPHONE NUMBER - |
11 - TELEX |
12 - AREA CODE 61 |
13 - FAX 3415-1315 |
14 - FAX - |
15 - FAX - |
|
15 - E-MAIL cputz@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 - BEGINNING | 8 - ENDING |
01/01/2006 | 12/31/2006 | 1 | 01/01/2006 | 03/31/2006 | 4 | 10/01/2005 | 12/31/2005 |
9 - INDEPENDENT ACCOUNTANT DELOITTE TOUCHE TOHMATSU AUDITORES INDEPENDENTES |
10 - CVM CODE 00385-9 |
||||||
11 - NAME TECHNICAL RESPONSIBLE MARCO ANTONIO BRANDAO SIMURRO |
12 - CPF TAXPAYER REGISTER 755.400.708-44 |
01.05 - COMPOSITION OF ISSUED CAPITAL
QUANTITY OF SHARES (IN THOUSANDS) |
1 - CURRENT QUARTER 03/31/2006 |
2 - PRIOR QUARTER 12/31/2005 |
3 - SAME QUARTER OF PRIOR YEAR 03/31/2005 |
ISSUED CAPITAL | |||
1 COMMON | 249,597,050 | 249,597,050 | 249,597,050 |
2 PREFERRED | 305,701,231 | 305,701,231 | 305,701,231 |
3 TOTAL | 555,298,281 | 555,298,281 | 555,298,281 |
TREASURY SHARES | |||
4 COMMON | 0 | 0 | 0 |
5 PREFERRED | 13,678,100 | 13,679,382 | 13,679,382 |
6 TOTAL | 13,678,100 | 13,679,382 | 13,679,382 |
01.06 - COMPANYS CHARACTERISTICS
1 - TYPE OF COMPANY COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
2 SITUATION OPERATING |
3 - TYPE OF CONTROLLING INTEREST NATIONAL PRIVATE |
4 - ACTIVITY CODE 1130 TELECOMMUNICATIONS |
5 MAIN ACTIVITY PROVIDING SWITCHED FIXED TELEPHONE SERVICE (STFC) |
6 - TYPE OF CONSOLIDATED TOTAL |
7 - TYPE OF INDEPENDENT ACCOUNTANTS REPORT UNQUALIFIED |
01.07 - SUBSIDIARIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS
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 | RCA | 12/30/2005 | Interest on shareholdersequity | 01/14/2006 | Common | 0.0006064042 | ||||
02 | RCA | 12/30/2005 | Interest on shareholdersequity | 01/14/2006 | Preferred | 0.0006064042 |
01.09 - ISSUED CAPITAL AND CHANGES IN CURRENT YEAR
1 ITEM | 2 DATE OF CHANGE | 3 - CAPITAL STOCK (In R$ thousand) |
4 - VALUE OF CHANGE (In R$ thousand) |
5 - ORIGIN OF ALTERATION | 6 - QUANTITY OF ISSUED SHARES (In R$ thousand) |
7 - SHARE PRICE ON ISSUANCE DATE (In R$) |
01.10 - INVESTOR RELATIONS OFFICER
1 DATE 05/12/2006 |
2 SIGNATURE |
02.01 - BALANCE SHEET - ASSETS (IN THOUSANDS OF REAIS)
1 - CODE | 2 - ACCOUNT DESCRIPTION | 3 03/31/2006 | 4 12/31/2005 |
1 | TOTAL ASSETS | 13,964,376 | 14,969,146 |
1.01 | CURRENT ASSETS | 3,834,060 | 4,552,814 |
1.01.01 | CASH AND CASH EQUIVALENTS | 705,735 | 1,479,040 |
1.01.02 | CREDITS | 1,963,842 | 1,939,589 |
1.01.02.01 | ACCOUNTS RECEIVABLE FROM SERVICES | 1,963,842 | 1,939,589 |
1.01.03 | INVENTORIES | 4,474 | 4,977 |
1.01.04 | OTHER | 1,160,009 | 1,129,208 |
1.01.04.01 | LOANS AND FINANCING | 5,732 | 3,873 |
1.01.04.02 | DEFERRED AND RECOVERABLE TAXES | 910,792 | 970,189 |
1.01.04.03 | JUDICIAL DEPOSITS | 32,736 | 30,858 |
1.01.04.04 | CONTRACTUAL RETENTIONS | 91,439 | 0 |
1.01.04.05 | OTHER ASSETS | 119,310 | 124,288 |
1.02 | LONG-TERM ASSETS | 936,765 | 955,527 |
1.02.01 | SUNDRY CREDITS | 0 | 0 |
1.02.02 | CREDITS WITH RELATED PARTIES | 0 | 0 |
1.02.02.01 | FROM ASSOCIATED COMPANIES | 0 | 0 |
1.02.02.02 | FROM SUBSIDIARIES | 0 | 0 |
1.02.02.03 | FROM OTHER RELATED PARTIES | 0 | 0 |
1.02.03 | OTHER | 936,765 | 955,527 |
1.02.03.01 | LOANS AND FINANCING | 3,300 | 5,211 |
1.02.03.02 | DEFERRED AND RECOVERABLE TAXES | 734,570 | 759,637 |
1.02.03.03 | INCOME SECURITIES | 589 | 502 |
1.02.03.04 | JUDICIAL DEPOSITS | 143,945 | 135,205 |
1.02.03.05 | INVENTORIES | 0 | 0 |
1.02.03.06 | OTHER ASSETS | 54,361 | 54,972 |
1.03 | PERMANENT ASSETS | 9,193,551 | 9,460,805 |
1.03.01 | INVESTMENTS | 2,563,198 | 2,481,988 |
1.03.01.01 | ASSOCIATED COMPANIES | 4 | 4 |
1.03.01.02 | SUBSIDIARIES | 2,435,848 | 2,348,514 |
1.03.01.03 | OTHER INVESTMENTS | 127,346 | 133,470 |
1.03.02 | PROPERTY, PLANT AND EQUIPMENT | 6,142,469 | 6,523,613 |
1.03.03 | DEFERRED CHARGES | 487,884 | 455,204 |
02.02 - BALANCE SHEET - LIABILITIES (IN THOUSANDS OF REAIS)
1 - CODE | 2 - ACCOUNT DESCRIPTION | 3 03/31/2006 | 4 12/31/2005 |
2 | TOTAL LIABILITIES | 13,964,376 | 14,969,146 |
2.01 | CURRENT LIABILITIES | 3,971,685 | 4,607,415 |
2.01.01 | LOANS AND FINANCING | 968,569 | 880,891 |
2.01.02 | DEBENTURES | 554,115 | 608,226 |
2.01.03 | SUPPLIERS | 1,065,462 | 1,264,665 |
2.01.04 | TAXES, DUTIES AND CONTRIBUTIONS | 818,877 | 892,165 |
2.01.04.01 | INDIRECT TAXES | 752,769 | 705,383 |
2.01.04.02 | TAXES ON INCOME | 66,108 | 186,782 |
2.01.05 | DIVIDENDS PAYABLE | 61,109 | 376,579 |
2.01.06 | PROVISIONS | 229,705 | 249,453 |
2.01.06.01 | PROVISIONS FOR CONTINGENCIES | 184,949 | 203,958 |
2.01.06.02 | PROVISIONS FOR PENSION PLAN | 44,756 | 45,495 |
2.01.07 | DEBTS WITH RELATED PARTIES | 0 | 0 |
2.01.08 | OTHER | 273,848 | 335,436 |
2.01.08.01 | PAYROLL AND SOCIAL CHARGES | 60,942 | 60,324 |
2.01.08.02 | CONSIGNMENTS IN FAVOR OF THIRD PARTIES | 92,668 | 137,580 |
2.01.08.03 | EMPLOYEE PROFIT SHARING | 23,977 | 54,149 |
2.01.08.04 | LICENSE FOR OPERATING TELECOMS SERVICES | 17,043 | 0 |
2.01.08.05 | OTHER LIABILITIES | 79,218 | 83,383 |
2.02 | LONG-TERM LIABILITIES | 4,485,711 | 4,859,602 |
2.02.01 | LOANS AND FINANCING | 2,587,545 | 2,879,653 |
2.02.02 | DEBENTURES | 500,000 | 500,000 |
2.02.03 | PROVISIONS | 1,081,164 | 1,123,317 |
2.02.03.01 | PROVISIONS FOR CONTINGENCIES | 402,298 | 421,695 |
2.02.03.02 | PROVISIONS FOR PENSION PLAN | 660,321 | 682,594 |
2.02.03.03 | PROVISIONS FOR LOSS WITH SUBSIDIARIES | 18,545 | 19,028 |
2.02.04 | DEBTS WITH RELATED PARTIES | 0 | 0 |
2.02.05 | OTHER | 317,002 | 356,632 |
2.02.05.01 | PAYROLL AND SOCIAL CHARGES | 0 | 0 |
2.02.05.02 | SUPPLIERS | 21,999 | 21,319 |
2.02.05.03 | INDIRECT TAXES | 254,313 | 290,712 |
2.02.05.04 | TAXES ON INCOME | 4,524 | 8,872 |
2.02.05.05 | OTHER LIABILITIES | 28,192 | 27,755 |
2.02.05.06 | FUNDS FOR CAPITALIZATION | 7,974 | 7,974 |
2.03 | DEFERRED INCOME | 5,350 | 5,522 |
2.05 | SHAREHOLDERS EQUITY | 5,501,630 | 5,496,607 |
2.05.01 | CAPITAL | 3,435,788 | 3,435,788 |
2.05.02 | CAPITAL RESERVES | 1,362,897 | 1,362,890 |
2.05.02.01 | GOODWILL ON SHARE SUBSCRIPTION | 334,825 | 334,825 |
2.05.02.02 | SPECIAL GOODWILL ON THE MERGER | 59,007 | 59,007 |
2.05.02.03 | DONATIONS AND FISCAL INCENTIVES FOR INVESTMENTS | 123,558 | 123,551 |
02.02 - BALANCE SHEET - LIABILITIES (IN THOUSANDS OF REAIS)
1 - CODE | 2 - ACCOUNT DESCRIPTION | 3 03/31/2006 | 4 12/31/2005 |
2.05.02.04 | INTEREST ON WORKS IN PROGRESS | 745,756 | 745,756 |
2.05.02.05 | SPECIAL MONETARY CORRECTION-LAW 8200/91 | 31,287 | 31,287 |
2.05.02.06 | OTHER CAPITAL RESERVES | 68,464 | 68,464 |
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 | 287,672 | 287,672 |
2.05.04.01 | LEGAL | 287,672 | 287,672 |
2.05.04.02 | STATUTORY | 0 | 0 |
2.05.04.03 | CONTINGENCIES | 0 | 0 |
2.05.04.04 | REALIZABLE PROFIT RESERVES | 0 | 0 |
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/ACCUMULATED DEFICIT | 415,273 | 410,257 |
03.01 - STATEMENT OF INCOME (IN THOUSANDS OF REAIS)
1 - CODE | 2 DESCRIPTION | 3 01/01/2006 TO 03/31/2006 | 4 - 01/01/2006 TO 03/31/2006 | 5 01/01/2005 TO 03/31/2005 | 6 - 01/01/2005 TO 03/31/2005 |
3.01 | GROSS REVENUE FROM SALES AND/OR SERVICES | 3,349,862 | 3,349,862 | 3,250,369 | 3,250,369 |
3.02 | DEDUCTIONS FROM GROSS REVENUE | (1,051,330) | (1,051,330) | (942,247) | (942,247) |
3.03 | NET REVENUE FROM SALES AND/OR SERVICES | 2,298,532 | 2,298,532 | 2,308,122 | 2,308,122 |
3.04 | COST OF GOODS AND/OR SERVICES SOLD | (1,421,668) | (1,421,668) | (1,404,840) | (1,404,840) |
3.05 | GROSS PROFIT | 876,864 | 876,864 | 903,282 | 903,282 |
3.06 | OPERATING EXPENSES/REVENUES | (804,044) | (804,044) | (787,231) | (787,231) |
3.06.01 | SELLING EXPENSES | (284,788) | (284,788) | (284,024) | (284,024) |
3.06.02 | GENERAL AND ADMINISTRATIVE EXPENSES | (264,854) | (264,854) | (255,850) | (255,850) |
3.06.03 | FINANCIAL | (106,316) | (106,316) | (118,345) | (118,345) |
3.06.03.01 | FINANCIAL INCOME | 58,325 | 58,325 | 132,269 | 132,269 |
3.06.03.02 | FINANCIAL EXPENSES | (164,641) | (164,641) | (250,614) | (250,614) |
3.06.04 | OTHER OPERATING INCOME | 79,439 | 79,439 | 80,203 | 80,203 |
3.06.05 | OTHER OPERATING EXPENSES | (115,350) | (115,350) | (85,146) | (85,146) |
3.06.06 | EQUITY IN THE EARNINGS OF SUBSIDIARIES AND ASSOCIATED COMPANIES | (112,175) | (112,175) | (124,069) | (124,069) |
3.07 | OPERATING INCOME | 72,820 | 72,820 | 116,051 | 116,051 |
3.08 | NON-OPERATING INCOME | (3,336) | (3,336) | (33,463) | (33,463) |
3.08.01 | REVENUES | 4,767 | 4,767 | 12,115 | 12,115 |
3.08.02 | EXPENSES | (8,103) | (8,103) | (45,578) | (45,578) |
3.09 | INCOME (LOSS) BEFORE TAXES AND MINORITY INTEREST | 69,484 | 69,484 | 82,588 | 82,588 |
3.10 | PROVISION FOR INCOME TAX AND SOCIAL CONTRIBUTION | (64,468) | (64,468) | (79,784) | (79,784) |
3.11 | DEFERRED INCOME TAX | 0 | 0 | 0 | 0 |
3.12 | STATUTORY INTEREST/CONTRIBUTIONS | 0 | 0 | 0 | 0 |
3.12.01 | INTEREST | 0 | 0 | 0 | 0 |
3.12.02 | CONTRIBUTIONS | 0 | 0 | 0 | 0 |
03.01 - STATEMENT OF INCOME (IN THOUSANDS OF REAIS)
1 - CODE | 2 DESCRIPTION | 3 01/01/2006 TO 03/31/2006 | 4 - 01/01/2006 TO 03/31/2006 | 5 01/01/2005 TO 03/31/2005 | 6 - 01/01/2005 TO 03/31/2005 |
3.13 | REVERSAL OF INTEREST ON SHAREHOLDERS EQUITY | 0 | 0 | 0 | 0 |
3.15 | INCOME (LOSS) FOR THE PERIOD | 5,016 | 5,016 | 2,804 | 2,804 |
NUMBER OF OUTSTANDING SHARES, EX-TREASURY(THOUSAND) | 541,620,181 | 541,620,181 | 541,618,899 | 541,618,899 | |
EARNINGS PER SHARE | 0.00001 | 0.00001 | 0.00001 | 0.00001 | |
LOSS PER SHARE |
01131-2 | BRASIL TELECOM S.A. | 76.535.764/0001-43 |
04.01-NOTES TO THE FINANCIAL STATEMENTS | ||
NOTES TO THE QUARTERLY FINANCIAL STATEMENTS
AS OF 03/31/2006
(In thousands of Brazilian reais)
1. OPERATIONS
BRASIL TELECOM S.A. (the Company) is a concessionaire of the Switched Fixed Telephone Service (STFC) and operates in Region II of the General Concession Plan, covering the Brazilian states of Acre, Rondônia, Mato Grosso, Mato Grosso do Sul, Tocantins, Goiás, Paraná, Santa Catarina and Rio Grande do Sul, besides the Federal District. In this area of 2,859,375 square kilometers, which corresponds to 34% of the Brazilian territory, the Company renders since July 1998 the STFC in the modalities of local and intra-regional long distances.
With recognition of the prior fulfillment of the obligations for universalization stated in the General Plan of Universalization Goals (PGMU), required for December 31, 2003, the Company obtained from the National Agency for Telecommunications (ANATEL), on January 19, 2004, issued authorizations for the Company 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 and III of PGO. As a result of these authorizations, the Company began to exploit the Domestic and International Long Distance Services in the Regions I, II and III, starting on January 22, 2004. In the case of the Local Service in the new regions and PGO sectors, the service began to be rendered as from January 19, 2005.
The Companys business, as well as the rendered services and the charged fees are regulated by ANATEL.
New concession agreements under the modalities of local and long distance services came into force as of January 1, 2006, effective until December 31, 2025. Additional information about these agreements is mentioned in Note 5.i.
Information related to the quality and universal service targets of the Switched Fixed Telephone Service are available to interested parties on ANATELs homepage, in the website www.anatel.gov.br.
The Company is a subsidiary of Brasil Telecom Participações S.A. (BTP), incorporated on May 22, 1998 as a result of the privatization of the Telebrás group (State-owned holding company of the telecommunication segment).
The Company is registered at the Brazilian Securities and Exchange Commission (CVM) and at the U.S. Securities and Exchange Commission (SEC). Its shares are traded on the São Paulo Stock Exchange (BOVESPA), where it also integrates level 1 of Corporate Governance, and trades its American Depositary Receipts - ADRs on the New York Stock Exchange (NYSE).
Subsidiariesa) 14 Brasil Telecom Celular S.A. (BrT Celular): a wholly-owned subsidiary which operates since the fourth quarter of 2004 to provide Personal Mobile Service (SMP), with authorization to assist the same coverage area where the Company operates with STFC.
b) BrT Serviços de Internet S.A. (BrTI): A wholly-owned subsidiary which since 2002 provides Internet services and correlated activities.
BrTI, on the other hand, has the control of the following companies:
(i) BrT Cabos Submarinos GroupThis group of companies operates through a system of submarine fiber optics cables, with connection points in the United States, Bermuda Islands, Venezuela and Brazil, allowing data traffic through packages of integrated services, offered to local and international corporate customers. It is comprised of the following companies:
iBest Companies have their operations concentrated in providing dial up connection to the Internet, sale of advertising space for divulgation in its portal and value-added service with the availability of its Internet access accelerator. They are represented by the companies: iBest Holding Corporation, incorporated in Cayman Islands, and Freelance S.A., established in Brazil.
IG CompaniesIG Companies have operations based on providing dial up access to the Internet, inclusively, its mobile internet portal related to mobile telephony in Brazil. They also render value added services related to broadband access to its portal and web page hosting and other services in the Internet market.
On November 24, 2004, BrT SCS Bermuda acquired 63.0% of the total capital, and the resulting control, of Internet Group (Cayman) Limited (IG Cayman), incorporated in Cayman Islands. On July 26, 2005, BrT SCS Bermuda complemented the acquisition of additional 25.6% of IG Caymans total capital. On the quarter closing date, the interest held by BrT SCS Bermuda was 88.8% . IG Cayman is a holding which, in its turn, have control of Internet Group do Brasil Ltda. (IG Brasil) and Central de Serviços Internet Ltda. (CSI), both established in Brazil.
c) MTH Ventures do Brasil Ltda. (MTH): The Company holds 100% of the capital of MTH, a holding company which has 100% of the capital of Brasil Telecom Comunicação Multimídia Ltda. (BrT Multimídia).
BrT Multimídia is a service provider of private telecommunications network through optical fiber digital networks, of local scope in São Paulo, Rio de Janeiro and Belo Horizonte, and long distance network connecting these major metropolitan commercial centers. It also has an Internet solution center in São Paulo, which offers co-location, hosting and other value-added services.
d) Vant Telecomunicações S.A. (VANT): Corporation that the Company acquires the total capital stock. VANT is a service provider of corporate network services which operates throughout Brazil, and is present in the main Brazilian state capitals, offering voice and data products.
e) Other Service Provider CompaniesThe Company is the holder of 100% of the capital stock of the companies Santa Bárbara dos Pampas S.A., Santa Bárbara dos Pinhais S.A., Santa Bárbara do Cerrado S.A. and Santa Bárbara do Pantanal S.A. These companies, which were not operating on the quarter closing date, aim at rendering services in general comprising, among others, the management activities of real states or assets.
Change in the ManagementOn July 27, 2005, the Extraordinary Shareholders Meeting dismissed from office the members of the Companys Board of Directors connected with former manager Opportunity. At Board of Directors Meeting held on August, 25, 2005, a new Board of Executive Officers was elected, and the Technical Officer was maintained in his position.
At the Extraordinary Shareholders Meeting held on September 30, 2005, the Board of Directors members of the Company were dismissed from office and new members were elected. On the same date, the Board of Directors meeting resolved to dismiss the Chairman and to elect new members for the Board of Executive Officers, and the Network Officer was reelected. Such resolutions were ratified by the Board of Directors of the Company in meeting held on October 5, 2005.
The process to change the management of Brasil Telecom Participações S.A. and the Company was litigious, according to various material facts published by the Company during 2005 and various lawsuits brought by the former manager, aiming at recovering the management of the Companies, which are still under progress.
Agreements as of April 28, 2005 under the Previous Management
On April 28, 2005, still under previous management, Brasil Telecom Participações S.A. and Brasil Telecom S.A. entered into various agreements involving the Opportunity Group and Telecom Italia (April 28 Agreements).
Among such agreements, Brasil Telecom S.A. and its subsidiary 14 Brasil Telecom Celular S.A. (BTC) executed with TIM International N.V. (TIMI) and TIM Brasil Serviços e Participações S.A. (TIMB) an instrument named as Merger Agreement and a Protocol related thereto.
As mentioned in material facts published, the merger was forbidden by injunctions issued by the Brazilian and U.S. courts. It is also subject-matter of discussion under arbitration involving the controlling shareholders.
The actual management of Brasil Telecom Participações S.A. and of the Company understands that the Merger Agreement, the respective Protocol, and other April 28 agreements, which included the waiver and transaction in lawsuits involving the Companies, were entered into with conflict of interests, breaching the laws and the Bylaws of the Companies, and also, in opposition to shareholders agreements and without the necessary corporate approvals. In addition, the actual management deems that such agreements are contrary to the best interest of the Companies, especially regarding its mobile telephony business. TIMI and TIMB sent to the Company and to Brt Celular a correspondence dated as of May 2, 2006, terminating unilaterally the referred Merger Agreement, reserving supposed rights.
2. PRESENTATION OF FINANCIAL STATEMENTS
Preparation CriteriaThe financial statements have been prepared in accordance with accounting practices adopted in Brazil, in compliance with the Brazilian corporate law, rules of the Brazilian Securities and Exchange Commission (CVM) and rules applicable to telephony service concessionaires.
As the Company is registered with the SEC, it is subject to SECs standards, and it must prepare financial statements and other information by using criteria that comply with that agencys requirements. To comply with these requirements and aiming at meeting the markets information needs, the Company adopts, as a principle, the disclosure of information in both markets in their respective languages.
The notes to the financial statements are presented in thousands of reais, unless otherwise demonstrated. According to each situation, they present information related to the Company and the consolidated statements, identified as PARENT COMPANY and CONSOLIDATED, respectively. When the information is common to both situations, it is indicated as PARENT COMPANY AND CONSOLIDATED.
In compliance with the Resolution 489/05, of CVM, as from 2006 the amounts of judicial deposits linked to the provisions for contingencies are presented in a deductive way from the liabilities established. Aiming at providing a better comparison between the data presented in the quarterly information, an identical reclassification of balances belonging to 2005 was promoted, as well as of the amounts referring to the cash flow.
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, allowance for doubtful accounts, inventories and deferred income tax and social contribution, provision for contingencies, valuation of derivative instruments, and assets and liabilities related to benefits to employees. The settlement of transactions involving these estimates may result in significantly different amounts due to the inaccuracy inherent to the process of determining these amounts. Management reviews its estimates and assumptions at least quarterly.
Consolidated Financial StatementsThe consolidation was made in accordance with CVM Instruction 247/96 and includes the Company and the companies listed in Note 1.
Some of the main consolidation procedures are:The Company is presenting as supplementary information the statements of cash flows, which were prepared in accordance with Accounting Rules and Procedures - NPC 20 of the Brazilian Institute of Independent Auditors - IBRACON. The statement of cash flow is shown together with Note 17.
Report per SegmentThe Company is presenting, supplementary to note 42, the report per business segment. A segment is an identifiable component of the company, intended for service rendering (business segment), or provision of products and services which are subject to different risks and compensations different from those of other segments.
3. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The criteria mentioned in this note refer to the practices adopted by the Company and its subsidiaries that are included in the consolidated balance sheet.
a. Cash and Cash Equivalents: Cash equivalents are temporary high-liquid investments, with immediate maturity. They are recorded at cost, plus income registered until the closing dates of the quarters, and do not exceed market value. Investment funds quotas are appreciated considering the quota values on March 31, 2006.
b. Trade Accounts Receivable: Receivables from users of telecommunications services are recorded at the amount of the fee or the service on the date the service is rendered. Accounts receivable from services include credits for services rendered and not billed until the closing dates of the quarters. Receivables resulting from sales of cell phones and accessories are recorded by the amount of sales made, at the moment in which the goods are delivered and accepted by the customer. The criterion adopted for making the allowance for doubtful accounts takes into account the calculation of the actual percentage of 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. Material Inventories: Stated at average acquisition cost, not exceeding replacement cost. Inventories are segregated into inventories for plant expansion and those for maintenance and in relation to consolidated statements, goods inventories for resale, mainly composed of cell phones, accessories and electronic cards - chips. 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 long-term assets, in accordance with the period in which they will be used, and the resale inventories are classified as current assets. Obsolete inventories are recorded as allowance for losses. With regard to cell phones and accessories, the subsidiary BrT Celular records the adjustments for the trading prices held as of the quarter closing date, in the cases in which the acquisitions presented higher values.
d. Investments: Investments in subsidiaries are assessed 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 an estimated period of not more than ten years. Other investments are recorded at acquisition cost, less allowance for losses, when applicable. The investments resulting from income tax incentives are recognized on 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 of funds, they remain recognized in long-term assets. The Company adopts the criterion of using the maximum percentage of tax allocation. These investments are periodically valued and the result of the comparison between its original and market costs, when the latter is lower, results in the constitution of allowances for probable losses.
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 are charged to the profit and losses accounts, 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 27.
f. Deferred Charges: Segregated between deferred charges on amortization and formation. Their breakdown is shown in Note 28. Amortization is calculated under the straight-line method, for a five-year period, in accordance with the legislation in force. When benefits are not expected from an asset, it is written off against non-operating income.
g. Income and Social Contribution Taxes: Corporate income and social contribution taxes are accounted for on an accrual basis. These taxes levied on temporary differences, tax losses and the social contribution negative basis are recorded under assets or liabilities, as applicable, according to the assumption of realization or future demand, within the parameters set forth in the CVM Instruction 371/02.
h. Loans and Financing: These are updated for monetary and/or exchange variations and interest incurred until the quarter closing date. Equal restatement is applied to the guarantee contracts to hedge the debt.
i. Provision for Contingencies: The contingency provisions are made based on a survey of the respective risks and they are quantified according to economic grounds and legal opinions on the contingency proceedings and facts known on the quarter closing date. The basis and nature of the provisions are described in Note 7.
j. Revenue Recognition: Revenues from services rendered are recognized when provided. Local and long distance calls are charged based on time measurement according to the legislation in force. Revenues from sales of payphone cards (Public Use Telephony - TUP), cell phones and accessories are recorded when delivered and accepted by the clients. For prepaid services linked to mobile telephony, the revenue is recognized in accordance with the utilization of services. Revenue is not recognized if there is a significant uncertainty in its realization.
k. Recognition of Expenses: Expenses are recognized on an accrual basis, considering their relation with revenue realization. Expenses related to future periods are deferred.
l. Financial Income (Expense), Net: Financial income comprises interest earned on overdue accounts settled after the term, gains on financial investments and hedges. Financial expenses comprise interest incurred and other charges on loans, financing and other financial transactions.
Interest on shareholders equity, when credited, is included in the financial expenses balance, and 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 under three foundations. Contributions are determined on an actuarial basis, when applicable, and accounted for on an accrual basis. As of December 31, 2001, the Company recorded its actuarial deficit on the balance sheet date against shareholders equity, net of its tax effects. As from 2002, as new actuarial revaluations show the necessity for adjustments to the provision, they are recognized in the profit and loss accounts. Additional information on private pension plans is described in Note 6.
o. Profit Sharing: The provision for employees and management profit sharing is recognized on an accrual basis, being accounted as operating expense. The calculation of the amount, which is paid in the subsequent year after the provision is recognized, is based on the target program established with the labor union, by means of collective labor agreement, in accordance with Law 10,101/00 and the Companys Bylaws.
p. Earnings or losses per thousand shares: Calculated based on the number of shares outstanding on the quarter closing date, which comprises the total number of shares issued, minus shares held in treasury.
4. RELATED-PARTIES TRANSACTIONSRelated parties transactions refer to operations with Brasil Telecom Participações S.A., the Companys parent company, and with the subsidiaries mentioned in Note 1.
Operations between related parties and the Company are carried out under normal prices and market conditions. The main transactions are:
Brasil Telecom Participações S.A.Loans with the Parent Company: Liabilities arose from the spin-off of Telebrás and are indexed to exchange variation, plus interest of 1.75% per year, amounting to R$ 51,137 (R$ 58,798 as of December 31, 2005). The financial gain recognized against the result in the quarter, due to the drop of the U.S. dollar was R$ 3,926 (R$ 554 of financial loss in 2005).
Debentures: On January 27, 2001, the Company issued 1,300 private debentures at the unit price of R$ 1,000 non-convertible or exchangeable for any type of share, totaling R$ 1,300,000, for the purpose of financing part of its investment program. All these debentures were acquired by the parent company Brasil Telecom Participações S.A. The balance of the debentures par value will be amortized in a remaining installment, equivalent to 40% of issuance, with maturity term on July 27, 2006. The debentures remuneration is equivalent to 100% of the CDI, paid semiannually. The balance of this liability is R$ 534,070 (R$ 560,459 on December 31, 2005) and the charges recognized in the income on the quarter represented R$ 21,362 (R$ 37,313 in 2005).
Sureties and Guarantees: (i) The Company renders sureties as guarantee of loans and financings owed by the Company to the lending financial institutions. In this first quarter of 2006, referring to the guarantee benefit, the Company recorded expenses in favor of the Parent Company at the amount of R$ 581 (R$ 1,055 in 2005); and (ii) the Parent Company renders surety for the Company related to the contracting of insurance policies, guarantee of contractual liabilities (GOC), which amounted to R$ 220,305 (R$ 217,142 in 2005). In the quarter, in return to such surety, the Company registered an operating expense of R$ 66 (R$ 65 in 2005).
Revenues and Accounts Payable: arising from transactions related to share of resources. The balance payable is R$ 381 (R$ 54 receivable on 12/31/05) and the amounts recorded in income on the quarter comprises operating revenues of R$ 337 (R$ 1,056 in 2005).
BrT Serviços de Internet S.A.Amounts Receivable, Revenues and Expenses: arising from transactions related to the use of facilities, logistic support and telecommunications services. The balance receivable is R$ 13,710 (R$ 23,126 receivable on 12/31/05). The amounts recorded in income on the quarter represented R$ 9,772 of the operating revenues (R$ 15,618 in 2005) and R$ 15,712 of operating expenses (R$ 39,381 in 2005).
14 Brasil Telecom Celular S.A.Amounts Payable, Revenues and Expenses: arising from transactions related to the use of facilities, logistic support and telecommunications services. The balance payable is R$ 2,176 (R$ 1,680 receivable, on 12/31/05). The amounts recorded in income on the quarter represented R$ 45,727 of the operating revenues (R$ 40,310 in 2005) and R$ 87,849 of operating expenses (R$ 35,567 in 2005).
Vant Telecomunicações S.A.Accounts Payable, Revenues and Expenses: arising from transactions related to telecommunications services and acquisitions of property, plant and equipment. The balance payable is R$ 3,443 (R$ 320 payable on 12/31/05) and the amounts recorded in income in the quarter represented R$ 1,239 of operating revenues (R$ 262 in 2005) and R$ 490 of operating expenses (R$ 520 in 2005).
BrT SCS BermudaAmounts Receivable and Revenues: arising from transactions related to telecommunications services. The balance receivable is R$ 197 (R$ 201 on 12/31/05). The amounts accounted against the result in the quarter represented R$ 44 of operating revenues. In the first quarter of 2005 a financial revenue of R$ 189 was recorded, resulting from a loan agreement released in the same period.
Freelance S.A.Accounts Payable, Revenues and Expenses: arising from transactions related to the use of telecommunications services. The payable balance amounts is R$ 311 (R$ 769 receivable on 12/31/05). The amounts accounted against the result in the quarter represented R$ 982 of operating revenues (R$ 52 in 2005) and R$ 2,062 of operating expenses.
IG BrasilAccounts Receivable, Revenues and Expenses: arising from transactions related to the use of telecommunications services. The balance receivable is R$ 76 (R$ 733 on 12/31/05). The amounts accounted in the income on the quarter are represented by R$ 1,014 of operating revenues (R$ 2,003 in 2005) and operating expenses R$ 360.
BrT MultimídiaAccounts Payable, Revenues and Expenses: arising from transactions related to telecommunications services. The balance payable is R$ 7,067 (R$ 10,772 payable on 12/31/05). The amounts recorded in income on the quarter represented Operating Revenues of R$ 126 (R$ 22 in 2005) and Operating Expenses of R$ 4,953 (R$ 19,504 in 2005).
Other Related Parties TransactionsDue to the existence of common partners in the control chain of the Company and the Companies mentioned below, the operations among them may be classified, pursuant to CVM Resolution 26/86, as related-parties transactions.
Telemig CelularThe Company and Telemig Celular maintain agreements related to the operations of telecommunications services, comprising CSP 14 Operator Selection Code, infrastructure rental and co-billing agreements. The amount receivable, resulting from these contracts and agreements is R$ 3,849 (R$ 4,228 on 12/31/05). The amounts recorded in the result in the quarter are represented by operating expenses of R$ 9,973 (R$ 14,696 in 2005) and operating revenues of R$ 76 in the first quarter of 2005.
Amazônia CelularThe Company and Amazônia Celular maintain an agreement concerning operation of telecommunications services, comprising CSP 14 Operator Selection Code and co-billing agreements. The amount receivable, resulting from these contracts and agreements is R$ 1,376 (R$ 258 on 12/31/05). The amounts recorded in the result in the quarter are represented by operating expenses of R$ 2,632 (R$ 5,077 in 2005).
TIM CelularThe Company and TIMs cell phone companies maintain agreements concerning the operation of telecommunications services, comprising lease of means and co-billing agreements, as well as relationships resulting from CSP. The amount payable, resulting from these transactions is R$ 46,715 (R$ 38,296 on 12/31/05). The amounts recorded in the result in the quarter are represented by operating revenues of R$ 34,663 and operating expenses of R$ 129,272.
5. MARKET VALUE OF FINANCIAL ASSETS AND LIABILITIES (FINANCIAL INSTRUMENTS) AND RISK ANALYSIS
The Company and its subsidiaries 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 took place based on their materiality. Instruments whose values approximate their fair values, for example cash and cash equivalents, accounts receivable, assets and liabilities of taxes, pension funds, among others, and whose risk assessment is not significant, are not mentioned.
In accordance with their natures, the financial instruments may involve known or unknown risks, and 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 business are the following:
a. Credit RiskThe majority of services provided by Brasil Telecom S.A. are related to the Concession Agreement, and a significant portion of these services is subject to the determination of fees by the regulatory agency. The credit policy, in its turn, in case of telecommunications public services, is subject to legal standards established by the concession authority. The risk exists since the Company may incur losses arising from the difficulty in receiving amounts billed to its customers. The Companys default on the quarter was 2.96% of the gross revenue (2.94% in 2005). For the Consolidated it was 3.09% and 3.02%, respectively. 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.
The Company operates in co-billing, concerning long distance calls with the use of its CSP (Operator Selection Code) originated by subscribers of other fixed and mobile telephony operators. The co-billing accounts receivable are managed by these operators, based on the operational agreements entered into with them and according to the rules set forth by ANATEL. The blocking rules set forth by the regulating agency are the same for the fixed and mobile telephony companies, which are co-billing suppliers. The Company separately controls receivables of this nature and maintain an allowance for losses that may occur, due to the risks of not receiving such amounts.
In respect to mobile telephony, credit risk in cell phones sales and in service rendering in the postpaid category is minimized with the adoption of a credit pre-analysis. Still in relation to postpaid service, whose client base at the end of the quarter was 33.4% (31.3% on 12/31/05), the receivable accounts are also monitored in order to limit default and the block is made to the service (out of phone traffic) if the bill is overdue for over fifteen days.
b. Exchange Rate Risk
The Company 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. Consolidated loans subject to this risk
represent approximately 22.6% (23.3% on 12/31/05) of the total liabilities of loans and consolidated financing, minus the contracted hedge balances. In order to minimize this kind of risk, the Company has been entering into exchange hedge agreements
with financial institutions. Of the debt installment consolidated in foreign currency, 67.9% (66% on 12/31/05) is covered by hedge operations and financial investments in foreign currency, resulting in an effective exposition of 11.9% . Unrealized
positive or negative effects of these operations are recorded in the profit and loss as gain or loss. Until the end of the quarter, the negative adjustments of these operations amounted to R$ 64,517 (R$ 47,771 of negative adjustments in
2005).
Net exposure as per book and market values, at the exchange rate prevailing on the quarter closing date, is as follows:
PARENT COMPANY |
03/31/06 | 12/31/05 | |||
Book Value |
Market Value |
Book Value |
Market Value |
|
Liabilities | ||||
Loans and Financing | 938,872 | 983,388 | 1,040,800 | 1,086,134 |
Hedge Contracts | 366,110 | 364,009 | 311,469 | 301,119 |
Total | 1,304,982 | 1,347,397 | 1,352,269 | 1,387,253 |
Current | 183,368 | 183,662 | 125,690 | 126,588 |
Long-term | 1,121,614 | 1,163,735 | 1,226,579 | 1,260,665 |
CONSOLIDATED |
03/31/06 | 12/31/05 | |||
Book Value |
Market Value |
Book Value |
Market Value |
|
Liabilities | ||||
Loans and Financing | 960,487 | 1,005,003 | 1,064,090 | 1,109,424 |
Hedge Contracts | 366,110 | 364,009 | 311,469 | 301,119 |
Total | 1,326,597 | 1,369,012 | 1,375,559 | 1,410,543 |
Current | 183,368 | 183,662 | 125,690 | 126,588 |
Long-term | 1,143,229 | 1,185,350 | 1,249,869 | 1,283,955 |
The method used for calculation of market value (fair value) of loans and financing in foreign currency and hedge instruments was future cash flows associated to each contracted instruments, minus the market rates in force in the quarter date.
c. Interest Rate Risk
Assets
The Company has loans granted to the phone directory company, with interest indexed to the IGP-DI (a national index price), as well as loans resulting from the sale of property, plant and equipment to other telephony companies, remunerated by IPA-OG/Industrial Products of Column 27 (FGV). The Company also has Certificate of Deposits (CDBs) with Banco de Brasília S.A. related to the guarantee to tax incentive granted by the Federal District Government under a program called Programa de Promoção do Desenvolvimento Econômico e Sustentável do Distrito Federal PRO-DF, (Program to Promote the Economic and Sustained Development of the Federal District), and the remuneration of these securities is equivalent to 95% of the SELIC rate.
These assets are represented in the balance sheet as follows:
PARENT COMPANY | CONSOLIDATED |
Book and Market Value | Book and Market Value | |||
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Assets | ||||
Loans subject to: | ||||
IGP-DI | 7,792 | 7,747 | 7,865 | 7,836 |
IPA-OG Column 27 (FGV) | 1,240 | 1,337 | 1,240 | 1,337 |
Securities subject to: | ||||
SELIC rate | 589 | 502 | 2,788 | 2,604 |
Total | 9,621 | 9,586 | 11,893 | 11,777 |
Current | 5,732 | 3,873 | 5,805 | 3,962 |
Long-term | 3,889 | 5,713 | 6,088 | 7,815 |
Liabilities
Brasil Telecom S.A. has loans and financing contracted in local currency subject to interest rates linked to indexing units TJLP, UMBNDES, CDI IGP-M and IGP/DI. The inherent risk in these liabilities arises from possible variations in these rates. The Company has contracted derivative hedge contracts to 20.4% (22.7% on 12/31/05) of the liabilities subject to the UMBNDES rate, using exchange rate swap contracts. 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.
In addition to the loans and financing, the Company issued non-convertible private and public debentures, non-convertible or exchangeable for shares. These liabilities were contracted at interest rates linked to the CDI, and the risk associated with this liability results from the possible increase of the rate.
The above mentioned liabilities on the quarter closing date are as follows:
PARENT COMPANY |
03/31/06 | 12/31/05 | |||
Book Value |
Market Value |
Book Value |
Market Value |
|
Liabilities | ||||
Loans subject to TJLP | 1,949,789 | 1,951,866 | 2,076,211 | 2,077,094 |
Debentures CDI | 1,054,115 | 1,084,238 | 1,108,226 | 1,100,815 |
Loans subject to UMBNDES | 246,107 | 246,932 | 272,601 | 273,318 |
Hedge without loans subject to UMBNDES | 37,296 | 29,913 | 37,630 | 27,462 |
Loans subject to IGPM | 4,990 | 4,990 | 8,158 | 8,158 |
Loans subject to IGP/DI | 3,683 | 3,683 | 3,145 | 3,145 |
Other loans | 9,267 | 9,267 | 10,530 | 10,531 |
Total | 3,305,247 | 3,330,889 | 3,516,501 | 3,500,523 |
Current | 1,339,316 | 1,338,928 | 1,363,427 | 1,360,208 |
Long-term | 1,965,931 | 1,991,961 | 2,153,074 | 2,140,315 |
CONSOLIDATED |
03/31/06 | 12/31/05 | |||
Book Value |
Market Value |
Book Value |
Market Value |
|
Liabilities | ||||
Loans subject to TJLP | 1,949,789 | 1,951,866 | 2,076,211 | 2,077,094 |
Debentures CDI | 1,054,115 | 1,084,238 | 1,108,226 | 1,100,815 |
Loans subject to UMBNDES | 246,107 | 246,932 | 272,601 | 273,318 |
Hedge on loans subject to UMBNDES | 37,296 | 29,914 | 37,630 | 27,462 |
Loans subject to IGP/DI | 21,374 | 21,374 | 19,310 | 19,310 |
Loans subject to IGPM | 4,990 | 4,990 | 8,158 | 8,158 |
Other loans | 9,267 | 9,267 | 10,530 | 10,530 |
Total | 3,322,938 | 3,348,581 | 3,532,666 | 3,516,687 |
Current | 1,339,413 | 1,339,025 | 1,363,694 | 1,360,475 |
Long-term | 1,983,525 | 2,009,556 | 2,168,972 | 2,156,212 |
Book value is equivalent to market values where the current contractual conditions for these types of financial instruments are similar to those in which they were originated or they did not present parameters for quotation or contraction.
d. Risk of Not Linking Monetary Restatement Indexes of Loans and Financing to Accounts Receivable
Loan and financing rates contracted by the Company are not linked to amounts of accounts receivable. Thus, a risk arises, since telephony fees adjustments do not necessarily follow increases in local interest rates, which affect the Companys debts.
e. Contingency RisksContingency risks are assessed according to loss hypotheses, as probable, possible or remote. Contingencies considered probable risks are recorded as liabilities. Details of these risks are presented in Note 7.
f. Risks Related to InvestmentsThe Company has investments, which are assessed through the equity method and the acquisition cost. The investments assessed by the equity method are presented in Note 26, for which no market value exists, as they are represented by non-listed companies or private limited companies. Provisions are recorded for losses when the future cash flows expected from an investment lead to loss expectations.
On the quarter closing date, an allowance for losses was recorded at the amount of R$ 18,545 (R$ 19,028 on 12/31/05) related to VANTs unsecured liability.
The investments assessed at acquisition cost are immaterial in relation to total assets. Their associated risks would not cause significant impacts to the Company in case of loss of part of these investments.
g. Financial Investments RisksThe company has temporary high-liquid investments in exclusive financial investment funds (FIFs), whose assets comprise federal securities based on post-fixed, pre-fixed and foreign exchange rates, all subject to CDI, by means of the own backing of these securities or through futures contracts traded at the Futures and Commodities Exchange - BM&F, exclusive financial investment funds (FIFs), subject toexchange variation through futures contracts in dollar with the Futures and Commodities Exchange -BM&F, overnight financial investments, in own portfolio of CDB issued by national financial institutions, and own portfolio of CD issued by financial institutions abroad. Overnight investments, in exchange fund and deposit certificates are subject to exchange rate fluctuation risks. The CDB investments, as well as overnight investments that have spread in this type of certificate, are subject to the issuing financial institution credit risk.
The Company maintains financial investments at the amount of R$ 698,120 (R$ 1,428,587 on 12/31/05). Income earned to the quarter closing date is recorded as financial revenue and amounts to R$ 27,949 (R$ 53,239 in 2005). Amounts recognized in the consolidated financial statements are R$ 825,878 (R$ 1,667,009 on 12/31/05), related to investments, and R$ 36,598 (R$ 59,693 in 2005), related to earnings.
h. Risk of Early Maturity of Loans and Financing
Liabilities resulting from financing, mentioned in the Note 34, concerning agreements of BNDES, public debentures and most of them referring to financial institutions, have clauses that estimate the early maturity of liabilities or retention of amounts pegged to debt covenants, in the cases in which certain minimum amounts for certain indicators are not reached, such as ratios of indebtedness, liquidity, cash generation and other.
Considering the provisions recognized in the financial statements of the fiscal year ended on 12/31/05, provisions of which informed to the market by means of the Material Fact as of 1/4/06, the Company renegotiated, in February 2006, all the loan and hedge agreements that had financial covenants related to the Earnings before Interest, Taxes, Depreciation and Amortization EBITDA and, in the case of BNDES, the negotiations are still ongoing, aiming at the adequacy of these covenants.
As set forth in the financing agreements maintained with BNDES, the Company must comply with a set of financial indices and in the event of non-compliance with some of these indices, BNDES is allowed to request the temporary block of amounts, given as guarantee in a linked account. In view of the non-compliance with this clause, the total estimated retention amount is approximately R$ 247,442, made operational through the partial block of the Companys financial investments, without prejudice of the remuneration to be received by it. After the end of the quarter, blocks in the investment fund in the amount of R$ 91,439 (R$ 191,439 for the Consolidated) took place, which were reclassified for the item of contractual retentions, mentioned in note 24, for purposes of presentation of this quarterly information. The release of the blocked amounts will take place when the Company returns to complying with the financial relations set forth in the agreements or it is successful in the adequacy of financial covenants negotiated. BNDES granted a renouncement in relation to the possible declaration of early maturity in view of the new non-compliance with the financial indices.
i. Regulatory RisksOn 12/22/05, new local and domestic long distance concession agreements were entered into by Brasil Telecom S.A., which shall be take effect between January 1, 2006 and December 31, 2025. These new concession agreements, which provide for reviews on a five-year basis, in general have a higher intervention level in the management of the businesses and several provisions defending the consumers interest, as noticed by the regulation body. The main highlights are:
Additionally, the regulation connected to the new concession agreement provides for changes in the local calls tariff system, which change from pulse to minute in the regular hours, in amounts of the public tariffs and in the readjustment criteria, which had the individual excursion factor reduced from 9% to 5% and will be then defined by a sector index - IST, in which composition the highest weight is IPCA.
On their turn, the interconnection tariffs, as provided for, are then defined as a percentage public tariff until the implementation of cost model by service/modality, estimated for 2008, as defined in the Regulation for Separation and Accounting Allocation (Resolution 396/05).
ANATEL, on February 23, 2006, issued the Resolution 432, postponing for a twelve-month period the dates mentioned in Rule 423, as of 12/6/05, which deals with the Amendment to the Tariff System of STFC Basic Plan in the Local Modality Rendered under Public Scheme.
It is not possible to assess, on the date this quarterly information was prepared, the future impacts to be generated by such regulation change.
Legislative Bill of Change in Telecommunications Act (LGT)
At the beginning of March 2006, the Executive Branch sent to the Brazilian Congress the Legislative Bill 6,677 to amend LGT 9,472, as of 7/16/97, whose content is essentially to enable the adoption of distinctive criteria based on the social-economic condition of the aspirant-user, with the purpose of reducing the social disparities and facilitate the access to telecommunications services publicly provided.
Due to the lack of objective elements it is not possible to evaluate, on the date of the preparation of this quarterly information, the future impacts which will be produced in the Companys businesses, if the referred legislative bill is approved at the Brazilian Congress.
Overlapping of LicensesWhen the Company received the certification for achieving the universalization targets for 2003, set forth by ANATEL, it already provided the fixed telephony service (STFC) in the local and domestic long distance modalities (LDN) intra-regional in the Region II of the General Concession Plan (PGO). After achieving the referred targets, ANATEL, in January 2004, issued authorizations that increase the possibility of Companys operation: Local STFC and LDN in the Regions I and III of the PGO (and a few sectors of the Region II); International Long Distance (LDI) in the Regions I, II and III of the PGO; mobile telephony, by means of the subsidiary 14 Brasil Telecom Celular S.A. (BrT Celular), in the Region II of the Personal Mobile Service (SMP). The already existing concession agreements were expanded, enabling LDN calls to any part of the Brazilian territory. If Telecom Italia International N.V. (TII) acquired an indirect controlling interest in the Company, the Company and TIM Brasil Serviços e Participações S.A. (TIM) could be considered affiliates under the new Brazilian telecommunications legislation. That would imply the ability of providing domestic (LDN) and international (LDI) fixed and mobile telephony services throughout the same regions of TIMs, would be subject to risk of being partially closed by ANATEL. On January 16, 2004, ANATEL issued the Act 41,780 establishing an 18-month period for TII to reacquire an indirect controlling interest in the Company, as long as TII did not participate or vote on issues related to the overlapping of services offered by the Company and TIM, such as domestic and international long-distance and mobile services. On June 30, 2004, the Administrative Council of Economic Defense CADE, in the records of the Write of Prevention 08700.000018/2004 -68, set forth restrictions to the exercise of the control rights on the part of Telecom Italia International N.V. and its representatives at the board of directors of Solpart Participações S.A., Brasil Telecom Participações S.A. and Brasil Telecom S.A.
On April 28, 2005, TII and TIM and the Company and BrT Celular entered into various corporate agreements, including an instrument called Merger Agreement and a Protocol related thereto. Among other reasons alleged, this merger operation was justified by the management of that time as possible solution to overlapping of regulatory licenses and authorizations with TIM, to remove sanctions and penalties, which could be imposed by ANATEL. The operation was forbidden by an injunction issued by the U.S. court. It is also subject-matter of discussion in the Brazilian Court and in arbitration involving controlling shareholders. Whether or not confirming the validity of April 2005 agreements, there is the possibility of assets related to fixed and mobile segments (see Note 42) eventually loose their value, as a result of overlapping of operations or sanctions from ANATEL. On the other hand, it is also possible that corporate agreements as of April 28, 2005 are declared null and void by courts or arbitration, which would remove TII from the control block of Brasil Telecom group, eliminating the overlapping of concessions and consequently, the regulatory risk. Nevertheless, at this moment, it is not possible to anticipate such legal developments and their future effects on the financial statements.
On July 7, 2005, ANATEL declared, by means of Act 51,450, that the counting of 18 month-term to solve the overlapping of licenses would start on the date of effective return of TII to the control group of Brasil Telecom S.A. On July 26, 2005, ANATEL, by means of Order 576/2005, declared that the counting of term had already started on April 28, 2005. Therefore, according to ANATEL, the interested companies shall adopt the measures necessary to eliminate the overlapping of the concessions until the end of referred term in October 2006, under the penalty of applying legal sanctions, which may affect either companies or both of them.
Depending on final decision of ANATEL, these sanctions may have an adverse and material effect on businesses and operations of the Company and of 14 Brasil Telecom Celular S.A.
Regarding the Merger Agreement mentioned in this note, the Company and its subsidiary BrT Celular started on March 15, 2006 arbitration against TII and TIM, aiming at annulling it. The Company disclosed material fact about this matter on March 16, 2006.
TII and TIM sent to the Company and to BrT Celular a correspondence dated as of May 2, 2006, unilaterally terminating the referred Merger Agreement, reserving supposed rights. The Company published a material fact about it on May 2, 2006.
6. BENEFITS TO EMPLOYEES
The benefits described in this note are offered to the employees of the Company and its direct or indirect subsidiaries. These companies are better described jointly, and can be referred to as Brasil Telecom Companies and for the purpose of the supplementary pension plan mentioned in this note, are also denominated Sponsor or Sponsors.
a. Supplementary Pension PlanThe Company sponsors supplementary pension plans related to retirement for its employees and assisted members, and, in the case of the latter, medical assistance in some cases. These plans are managed by the following foundations: (i) Fundação 14 de Previdência Privada (Fundação 14); (ii) Fundação BrTPREV (FBrTPREV) former CRT, a company merged by the Company on 12/28/00; and (iii) Fundação de Seguridade Social (SISTEL), originated from certain companies of the former Telebrás System.
The Companys Bylaws stipulate approval of the supplementary pension plan 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 Secretaria de Previdência Complementar - SPC, where applicable to the specific plans.
The plans sponsored are valued by independent actuaries on the fiscal year closing date. In the case of the defined benefit plans described in this explanatory note, immediate recognition of the actuarial gains and losses is adopted. Liabilities are provided for plans which show deficits. This measure has been applied since the 2001 financial year, when the regulations of CVM Resolution 371/00 were adopted. In cases that show positive actuarial situations, no assets are recorded due to the legal impossibility of reimbursing these surpluses.
The characteristics of the supplementary pension plans sponsored by the Company are described below.
FUNDAÇÃO 14As from the split of the only pension plan managed by SISTEL, the PBS, in January 2000, already predicted the evolution trend for a new stage. Such stage would result in an own and independent management model for TCSPREV pension plan, by means of a specific entity to manage and to operate them, and this fact has become more and more evident throughout the years. This trend also occurred in other main SISTEL pension plan sponsoring companies, which created their respective supplementary pension plan foundations. In this scenario, Fundação 14 de Previdência Privada was created in 2004, with the purpose of taking over the management and operation of the TCSPREV pension plan, which started as from March 10, 2005, whose process was backed by the segments specific legislation and properly approved by the Secretaria de Previdência Complementar SPC (the Brazilian pensions regulatory authority).
In accordance with the Transfer Agreement entered into between Fundação Sistel de Seguridade Social and Fundação 14 de Previdência Privada, SISTEL, by means of the Management Agreement, has been rendering management and operation services of TCSPREV and PAMEC-BrT plans to Fundação 14, after the transferring of these plans, which took place on March 10, 2005, for a period of up to 18 months, while Fundação 14 organizes itself to take over the management and operation services of its plans.
TCSPREV (Defined Contribution, Settled Benefit and Defined Benefit)
This defined contribution and settled benefit plan was introduced on 2/28/00. On 12/31/01, all pension plans sponsored by the Company with SISTEL were merged, being exceptionally and provisionally approved by the Secretaria de Previdência
Complementar SPC of document sent to that Agency, due to the need for adjustments to the regulations. Thus, TCSPREV is comprised of defined contribution groups with settled and defined benefits. The plans that were merged into the TCSPREV
were the PBS-TCS, PBT-BrT, BrT Management Agreement, and the Unusual Contractual Relation Instrument, and the conditions established in the original plans were maintained. In March 2003, this plan was no longer offered to the sponsors new
contracted ones. However, this plan, concerning the defined contribution, started being offered as of March 2005. TCSPREV currently provides assistance to nearly 62.5% of the staff.
PAMEC-BrT Health Care Plan for Supplementary Pension Beneficiaries (Defined Benefit)
Destined for health care of retirees and pensioners subject to Grupo PBT-BrT, which was merged into TCSPREV on 12/31/01.
TCSPREV
Contributions to this plan, by group of participants, are 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 (defined contribution). In the TCSPREV group, the contributions are credited in individual accounts of each participant,
equally by employee and sponsor, and the basic contribution percentages vary between 3% and 8% of the participants salary, according to participants age and limited to R$ 19,520.40 for 2006. Participants have the option to contribute
voluntarily or sporadically to the plan above the basic contribution, but without parity of the Company. In the case of the PBS-TCS group, the sponsors contribution corresponds to 12% of the payroll of the participants; while 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. Until the quarter, contributions by the sponsor to the TCSPREV group represented 5.03% of the payroll of the plan participants. For employees, the contributions represented 4.90% .
The contributions of the party-company in the quarter were R$ 4,206 (R$ 3,750 in 2005).
PAMEC-BrT
The contribution for this plan was fully paid in July 1998, through a single payment. New contributions are limited to future necessity to cover expenses, if that occurs.
FUNDAÇÃO SISTEL DE SEGURIDADE SOCIAL (SISTEL)
The supplementary pension plan, which remains under SISTELs management, comes from the period before the Telebrás Spin-off and assists participants who had the status of beneficiaries in January 2000 (PBS-A). SISTEL also manages
the PAMA/PAMA-PCE pension plan, formed by participants assisted by the PBS-A Plan, the PBSs plans segregated by sponsor in January 2000 and PBS-TCS Internal Group, merged into the TCSPREV plan in December 2001.
Plans
PBS-A (Defined Benefit)
Maintained jointly with other sponsors subject to the provision of telecommunications services and destined for participants that had the status of beneficiaries on 1/31/00.
PAMA - Health Care Plan for Retirees / PCE Special Coverage Plan (Defined Contribution)
Maintained jointly with other sponsors subject to the provision of telecommunications services and destined for participants that had the status of beneficiaries on 1/31/00, for the beneficiaries of the PBS-TCS Group, merged into TCSPREV on 12/31/01
and for the participants of PBSs defined benefit plans sponsored by other companies. According to a legal and actuarial appraisal, the Companys responsibility is exclusively limited to future contributions. During 2004, an optional
migration of retirees and pensioners of PAMA took place for new coverage conditions (PCE). The participants who opted for the migration began to contribute to PCE.
PBS-A
Contributions may occur in case of accumulated deficit. On 12/31/05, the actuarial appraisal date, the plan presented a surplus.
PAMA/PCE
This plan is sponsored by contributions of 1.5% on payroll of active participants subject to PBS plans, segregated and sponsored by several SISTEL sponsors. In the case of Brasil Telecom, the PBS-TCS was merged into the TCSPREV plan on 12/31/01, and
began to constitute an internal group of the plan. Contributions by retirees and pensioners who migrated to PCE are also carried out.
The contributions to PAMA, in the part attributed to the Sponsor, in the quarter were R$ 37 (R$ 29 in 2005).
FUNDAÇÃO BrTPREVIt is the manager originated from the plans sponsored by former CRT, company incorporated by the Company at the end of 2000. The main purpose of the Company sponsoring FBrTPREV is to maintain the supplementary retirement, pension and other provisions in addition to those provided by the official social security system to participants.
Plans
BrTPREV
Defined contribution plan and settled benefits, launched in October 2002, destined for the concession of pension plan benefits supplementary to those of the official pension plan and that initially assisted only employees subject to the Subsidiary
Rio Grande do Sul. This pension plan remained open to new employees of the Company and its subsidiaries from March 2003 to February 2005, when its offering was suspended. Currently, BrTPREV provides assistance to nearly 33.2% of the staff.
Fundador Brasil Telecom and Alternativo Brasil Telecom
Defined benefits plans destined to provide supplementary social security benefits in addition to those of the official social security, closed to the entry of new participants. Currently, these plans assist approximately 0.1% of the staff.
Contributions Established for the Plans
BrTPREV
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 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 the participants age and limited to R$
20,193.00 for 2006. Participants have the option to contribute voluntarily or sporadically to the plan above the basic contribution, but without parity of the sponsor. The sponsor is responsible for the administrative expenses and risk benefits. The
Companys contributions on the quarter represented 8.41% of the payroll of the plan participants, whilst the employee contribution was 4.83% .
The contributions of the party-company in the quarter were R$ 3,420 (R$ 2,252 in 2005).
Fundador Brasil Telecom and Alternativo Brasil Telecom
The regular contribution by the sponsor on the quarter was of 4.13% on the payroll of plan participants, who contributed at variable rates according to age, service time and salary; the average rate on the quarter was 4.13% . With the Alternativo
Plan - Brasil Telecom, the participants also pay an entry fee depending on the age of joining the plan.
The normal contributions of the Sponsor in the quarter were R$ 4 (R$ 4 in 2005.)
The mathematical reserve to amortize, corresponding to the current value of the Companys supplementary contribution, as a result of the actuarial deficit of the plans managed by FBrTPREV, have the settlement within the maximum established period of twenty years, as from January 2002, according to Circular 66/SPC/GAB/COA from the Supplementary Pension Department dated 1/25/02. Of the maximum period established, 15 years and 9 months still remain for complete settlement, and in the quarter the amount of R$ 34,179 (R$ 25,440 in 2005) was amortized.
b. Stock option plan for management and employees
The Extraordinary Shareholders Meeting held on April 28, 2000, approved the general plan to grant stock call options to officers and employees of the Company and its subsidiaries. The plan authorizes a maximum limit of 10% of the shares of each class 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:
Program A
This program is granted as an extension of the performance objectives of the Company established by the Board of Directors for a five-year period. Until March 31, 2006, no option had been granted.
Program B
The exercise price is established by the management committee based on the market price of one thousand shares on 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 way and terms presented as follows:
First Grant | Second Grant | Third Grant | ||||
As from | Deadline | As from | Deadline | As from | Deadline | |
33% | 1/1/04 | 12/31/08 | 12/19/05 | 12/31/10 | 12/21/05 | 12/31/11 |
33% | 1/1/05 | 12/31/08 | 12/19/06 | 12/31/10 | 12/21/06 | 12/31/11 |
34% | 1/1/06 | 12/31/08 | 12/19/07 | 12/31/10 | 12/21/07 | 12/31/11 |
The acquisition periods can be anticipated as a result of the occurrence of events or special conditions established in the option contract. Until March 31, 2006, options were not granted.
Information related to the general plan to grant call options is summarized below:
03/31/2006 | ||
Preferred stock options (thousand) |
Average exercise price R$ | |
Balance on 12/31/05 | 410,737 | 13.00 |
Extinguished Options | 81,779 | 13.00 |
Balance on 03/31/06 | 328,958 | 13.00 |
There has been no granting of call options exercised until the quarter closing date and the representation of the options balance in relation to the total of outstanding shares is 0.06% (0.08% on December 31, 2005).
Considering the hypothesis that the options will be fully exercised, the opportunity cost of the respective premiums, calculated based on the Black & Scholes method, would be R$ 527 (R$ 390 in 2005).
c. Other Benefits to Employees
Other benefits are granted to employees, such as: health/dental care, meal allowance, group life insurance, occupational accident allowance, sickness allowance, transportation allowance, and others.
7. PROVISIONS FOR CONTINGENCIES
a. Contingent Liabilities
The Company and its subsidiaries periodically assess their contingency risks, and also review their lawsuits taking into consideration the legal, economic, tax 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 advisors.
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 under discussion in administrative and judicial spheres and in several levels, from lower courts to the extraordinary ones.
It is also worth mentioning that the notice presented below shows, in some cases, identical objects with different classifications of risk level, fact that is justified by specific factual or procedural status related to each lawsuit.
Labor Claims
The provisions for labor claims include an estimate by the Companys management, supported by the opinion of its legal counselors, of the probable losses related to lawsuits filed by employees, former employees of the Company, and of service
providers related to the labor matter.
The provisions for civil contingencies refers to an estimate of lawsuits related to contractual adjustments arising from Federal Government economic plans, and other cases related to community telephony plans and suit for damages and consumer lawsuits.
Classification by Risk LevelContingencies for probable risk of loss, for which provisions are recorded under liabilities, have the following balances:
PARENT COMPANY | CONSOLIDATED |
Nature | 03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 |
Provisions | 964,467 | 979,621 | 992,255 | 1,004,359 |
Labor | 540,605 | 564,129 | 544,663 | 567,273 |
Tax | 135,516 | 142,143 | 155,193 | 161,068 |
Civil | 288,346 | 273,349 | 292,399 | 276,018 |
Linked Judicial Deposits | (377,220) | (353,968) | (378,032) | (354,630) |
Labor | (317,525) | (332,125) | (318,067) | (332,540) |
Tax | (1,376) | (1,281) | (1,376) | (1,281) |
Civil | (58,319) | (20,562) | (58,589) | (20,809) |
Total Provisions, Net of Judicial Deposits | 587,247 | 625,653 | 614,223 | 649,729 |
Current | 184,949 | 203,958 | 201,701 | 219,639 |
Long-term | 402,298 | 421,695 | 412,522 | 430,090 |
Labor
The variations which took place in the current year, until the quarter closing date, are the following:
PARENT COMPANY | CONSOLIDATED |
Provisions on 12/31/05 | 564,129 | 567,273 |
Variations to the Result | 29,312 | 30,281 |
Monetary Restatement | 17,222 | 17,344 |
Revaluation of Contingent Risks | 9,075 | 9,731 |
Provision of New Shares | 3,015 | 3,206 |
Payments | (52,836) | (52,891) |
Subtotal I (Provisions) | 540,605 | 544,663 |
Linked Judicial Deposits on 12/31/05 | (332,125) | (332,540) |
Variations of Judicial Deposits | 14,600 | 14,473 |
Subtotal II (Judicial Deposits) | (317,525) | (318,067) |
Balance on 03/31/06, Net of Judicial Deposits | 223,080 | 226,596 |
The main objects that affect the provisions for labor claims are the following:
(i) | Risk Premium - related to the claim of additional payment for hazardous activities, based on Law 7369/85, regulated by Decree 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 Santa Catarina Branch (formerly Telesc), with promotions for seniority and merit, supposedly not granted by the former Telesc; |
(iv) | Joint/Subsidiary Responsibility - related to the request to ascribe responsibility to the Company, made by outsourced personnel, due to supposed nonobservance of their labor rights by their direct employers; |
(v) | Overtime refers to the pleading for salary and additional payment due to labor supposedly performed beyond the contracted work time; |
(vi) | Reintegration pleading due to supposed inobservance of employees special condition, guaranteeing the impossibility of terminating labor contract without cause; |
(vii) | Request for the application of regulation, which established the payment of the percentage incurring on the Companys income, attributed to the Santa Catarina Branch; and |
(viii) |
Supplement of FGTS fine arising from understated inflation it refers to requests to supplement indemnification of FGTS fine, due to the recomposition of accounts of this fund by understated inflation. |
Brasil Telecom S.A. filed a lawsuit against Caixa Econômica Federal, with a view to ensuring the reimbursement of all amounts paid for this purpose.
Tax
The variations which took place in the current year, until the quarter closing date, are as follows:
PARENT COMPANY | CONSOLIDATED |
Balance on 12/31/05 | 142,143 | 161,068 |
Variations to the Result | 12,327 | 13,079 |
Monetary Restatement | 3,833 | 4,572 |
Revaluation of Contingent Risks | 5,946 | 5,860 |
Provision of New Shares | 2,548 | 2,647 |
Payments | (18,954) | (18,954) |
Subtotal I (Provisions) | 135,516 | 155,193 |
Linked Judicial Deposits on 12/31/05 | (1,281) | (1,281) |
Variations of Judicial Deposits | (95) | (95) |
Subtotal II (Judicial Deposits) | (1,376) | (1,376) |
Balance on 03/31/06, Net of Judicial Deposits | 134,140 | 153,817 |
The other main provisioned lawsuits refer to the following controversies:
(i) | Social Security related to the non-collection of incident social security in the payment made to cooperative companies, as well as the divergence of understanding about the allowance that comprise the contributions salary; |
(ii) | Federal Taxes several assessments challenging supposed irregularities committed by the Company, such as undue tax losses carryforward taken place prior to the merger of the other operators of the Region II of the PGO; and |
(iii) | State Taxes ICMS credits, whose validity is questioned by the State Tax Authorities. |
Civil
The variations which took place in the current year, until the quarter closing date, are as follows:
PARENT COMPANY | CONSOLIDATED |
Balance on 12/31/05 | 273,349 | 276,018 |
Variations to the Result | 30,122 | 31,740 |
Monetary Restatement | 5,153 | 5,211 |
Revaluation of Contingent Risks | 9,924 | 10,399 |
Provision of New Shares | 15,045 | 16,130 |
Payments | (15,125) | (15,359) |
Subtotal I (Provisions) | 288,346 | 292,399 |
Linked Judicial Deposits on 12/31/05 | (20,562) | (20,809) |
Variations of Judicial Deposits | (37,757) | (37,780) |
Subtotal II (Judicial Deposits) | (58,319) | (58,589) |
Balance on 03/31/06, Net of Judicial Deposits | 230,027 | 233,810 |
The lawsuits provided for are the following:
(i) | Review of contractual conditions - lawsuit where a company which supplies equipment filed legal action against the Company, asking for a review of contractual conditions due to economic stabilization plans; |
(ii) | Capital Participation Agreements - TJ/RS (court of appeals) has been firmly positioned as to the incorrect procedure previously adopted by the former CRT in lawsuits related to the application of a rule enacted by the Ministry of the Communications. Such lawsuits are positioned in various phases: lower courts, Court of Appeals and Superior Court of Justice; |
(iii) | Customer service centers public civil actions, comprising the closing of customer services centers; |
(iv) | Free Mandatory Telephone Directories LTOGs - lawsuits questioning the non-delivery of printed residential telephone directories; and |
(v) | Other lawsuits - related to various lawsuits in progress, comprising civil liability suits, indemnifications for contractual termination and consumer matters under procedural progress in the Special Courts, Courts of Law and Federal Courts throughout the country. |
The composition of contingencies with risk level considered to be possible, and therefore not recorded in the accounts, is the following:
PARENT COMPANY | CONSOLIDATED |
Nature | 03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 |
Labor | 433,973 | 413,729 | 437,706 | 419,169 |
Tax | 2,251,432 | 2,130,131 | 2,298,453 | 2,175,323 |
Civil | 498,320 | 1,751,491 | 527,206 | 1,779,336 |
Total | 3,183,725 | 4,295,351 | 3,263,365 | 4,373,828 |
Labor
The variations which took place in the current year, until the quarter closing date, are as follows:
PARENT COMPANY | CONSOLIDATED |
Amount estimated on 12/31/05 | 413,729 | 419,169 |
Monetary Restatement | 14,381 | 14,517 |
Revaluation of Contingent Risks | (4,645) | (6,627) |
New Shares | 10,508 | 10,647 |
Amount estimated on 03/31/06 | 433,973 | 437,706 |
The main objects that comprise the possible losses of a labor nature are related to joint/subsidiary responsibility, supplement of FGTS indemnifying fine resulting from understated inflation, risk premium, promotions and the request for remuneration consideration for work hours supposedly exceeding the regular workload of hours agreed also contributed to the amount mentioned.
Tax
The variations which took place in the current year, until the quarter closing date, are as follows:
PARENT COMPANY | CONSOLIDATED |
Amount estimated on 12/31/05 | 2,130,131 | 2,175,323 |
Monetary Restatement | 78,795 | 80,577 |
Revaluation of Contingent Risks | (137,092) | (137,092) |
New Shares | 179,598 | 179,645 |
Amount estimated on 03/31/06 | 2,251,432 | 2,298,453 |
The main existing lawsuits are represented by the following objects:
(i) | INSS assessments, with defenses in administrative proceedings or in court, examining the value composition in the contribution salary owed by the company as example of the reclassifications mentioned in the previous paragraph; |
(ii) | Administrative defenses in lawsuits filed by the Internal Revenue Service, arising from differences of amounts between DCTF and DIPJ; |
(iii) | Public class suits questioning the alleged transfer of PIS and COFINS to the end consumers; |
(iv) | ICMS - On international calls; |
(v) | ICMS - Differential of rate in interstate acquisitions; |
(vi) | ICMS official notifications with the supposed levy in the activities described in the Agreement 69/98; |
(vii) | Withholding Income Tax on operations related to the protection for debt coverage; |
(viii) | The Fund for Universalization of Telecommunications Service FUST, by virtue of illegal retroactivity, according to the Companys understanding of the change in the understanding of its calculation basis by ANATEL; and |
(ix) | ISS supposed levy on auxiliary services to communication. |
Civil
The variations which took place in the current year, until the quarter closing date, are as follows:
PARENT COMPANY | CONSOLIDATED |
Amount estimated on 12/31/05 | 1,751,491 | 1,779,336 |
Monetary Restatement | 9,469 | 9,757 |
Revaluation of Contingent Risks | (1,375,522) | (1,376,655) |
New Shares | 112,882 | 114,768 |
Amount estimated on 03/31/06 | 498,320 | 527,206 |
The main lawsuits are presented as follows:
(i) | Repayments resulting from Community Telephony Program lawsuits (PCT) - the plaintiffs intend to repay in lawsuits related to the contracts resulting from the Community Telephony Program. Such proceedings are positioned in various phases: lower
courts, Court of Appeals and Superior Court of Justice. |
During the quarter these proceedings were strongly reviewed as to the calculation of the amounts involved and to the risk exposure, resulting in the reduction of their amount;
(ii) |
Lawsuit for damages and consumer; and |
(iii) |
Contractual - Lawsuits related to the claim for a percentage resulting from the Real Plan, to be applied to a contract for rendering of services, review of conversion of installments in URV and later in reais, related to the supply of equipment and rendering of services. |
In addition to the claims mentioned, there are other contingencies considered of a remote risk, whose amounts are shown as follows:
PARENT COMPANY | CONSOLIDATED |
Nature | 03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 |
Labor | 180,807 | 166,119 | 182,817 | 166,755 |
Tax | 422,345 | 647,778 | 453,978 | 676,877 |
Civil | 285,595 | 406,242 | 286,027 | 406,942 |
Total | 888,747 | 1,220,139 | 922,822 | 1,250,574 |
Letters of Guarantee
The Company maintains letters of guarantee agreements executed with financial institutions, characterized as supplementary guarantee for judicial proceedings in temporary execution, totaling R$ 550,729 (R$ 620,739 on 12/31/05). The maturity of these agreements if undetermined and the respective charges vary from 0.50% to 2.00% p.a., representing an average rate of 0.89% p.a. For consolidated effects, the letters of guarantee with such purpose represent R$ 555,749 (R$ 625,759 on 12/31/05), and the charges vary from 0.50% to 2.00% p.a., resulting in a rate equivalent to 0.89% p.a.
Judicial deposits related to contingencies of probable and remote risk of loss are described in Note 23.
b. Contingent AssetsAs follows, the tax claims promoted by the Company are shown, through which the recovery of tax paid is claimed, calculated differently from interpretation sustained by its legal advisers, the assessment of success in future filing of appeals is assessed as probable:
PIS/COFINS: judicial dispute about the application of Law 9,718/98, which increased the calculation basis for PIS and COFINS. The period comprised by Law was from February 1999 to November 2002 for PIS and from February 1999 to January 2004 for COFINS. The amount estimated recoverable is R$ 125,212 (R$ 116,220 in 12/31/05). In November 2005, STF (Federal Supreme Court) concluded the judgment of certain lawsuits dealing with such issue and considered unconstitutional the increase of calculation basis introduced by said Law.
The Company is awaiting the judgments of lawsuits and did not recognize the amount attributed to outstanding contingency in the financial statements
8. SHAREHOLDERS EQUITY
a. Capital Stock
The Company is authorized to increase its capital stock, according to a resolution of the Board of Directors, in a total limit of five hundred and sixty billion (560,000,000,000) common or preferred shares, observing the legal limit of two thirds (2/3) for the issue of new preferred shares without voting rights.
By means of a resolution of the General Shareholders' Meeting or the Board of Directors, the Companys capital may be increased by the capitalization of retained earnings or reserves prior to this allocated by the General Shareholders Meeting. Under these conditions, the capitalization may be effected without modifying the number of shares.
The capital stock is represented by common and preferred stocks, 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, the preemptive right for the issue of shares, subscription bonuses or debentures convertible into shares may be excluded, in the cases stipulated in article 172 of Corporation Law.
The preferred shares do not have voting rights, except in the cases specified in paragraphs 1 to 3 of article 12 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 stock by the total number of the Companys shares or 3% per annum, calculated on the amount resulting from dividing the net book shareholders equity by the total number of the Companys shares, whichever is greater.
Subscribed and paid-up capital as of the date of the end of the quarter is R$ 3,435,788 (R$ 3,435,788 as of 12/31/05) represented by shares without par value as follows:
In thousands of shares |
Type of Shares | Total of Shares | Shares held in Treasury | Outstanding Shares | |||
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Common | 249,597,050 | 249,597,050 | - | - | 249,597,050 | 249,597,050 |
Preferred | 305,701,231 | 305,701,231 | 13,678,100 | 13,679,382 | 292,023,131 | 292,021,849 |
TOTAL | 555,298,281 | 555,298,281 | 13,678,100 | 13,679,382 | 541,620,181 | 541,618,899 |
03/31/06 | 12/31/05 | |
Book Value per thousand Outstanding Shares (R$) | 10.16 | 10.15 |
In the calculation of the book value the preferred shares held in treasury were deducted.
b. Treasury StockTransactions related to treasury stock are derived from the following events:
MergerUntil 12/31/05, the Company held in treasury preferred stocks acquired in the first half of 1998 by the former Companhia Riograndense de Telecomunicações - CRT, the company that was merged by Brasil Telecom S.A. on December 28, 2000. Since the merger, the company has outstanding shares to comply with judicial rules, resulting from ownership claims of the subscribers derived from the merged company. The amount originally paid was considered a cost of replacement, according to the control made by the Company.
The movement of treasury stock derived from the merged company was the following:
03/31/06 | 12/31/05 | |||
Preferred shares (thousands) |
Amount | Preferred shares (thousands) |
Amount | |
Opening balance in the quarter | 1,282 | 30 | 1,282 | 30 |
Quantity of shares being traded again on the market | (1,282) | (30) | - | - |
Closing balance in the year | - | - | 1,282 | 30 |
The retained earnings account represented the origin of the funds invested in the acquisition of these treasury stocks.
Stock Repurchase Program Years from 2002 to 2004
Shares resulting from buyback programs are held in treasury, and on 9/13/04 a material fact of the current proposal approved by the Companys Board of Directors was published, for the repurchase of preferred stocks issued by the Company, for holding in treasury or cancellation, or subsequent sale, under the following terms and conditions: (i) the premium account in the share subscription represented the origin of the funds invested in the purchase of shares; (ii) the authorized quantity for the purchase of own preferred shares for being held in treasury was limited to 10% of outstanding preferred shares; and (iii) the period determined for the acquisition was 365 days, in accordance with CVM Instruction 390/03.
The quantity of treasury stocks arising from the programs for repurchase of shares was the following:
03/31/06 | 12/31/05 | |||
Preferred shares (thousands) |
Amount | Preferred shares (thousands) |
Amount | |
Opening balance in the quarter | 13,678,100 | 154,692 | 8,105,600 | 92,420 |
Shares acquired | - | - | 5,572,500 | 62,272 |
Closing balance in the year | 13,678,100 | 154,692 | 13,678,100 | 154,692 |
Unit historical cost in the acquisition of shares held in treasury (R$) | 03/31/06 | 12/31/05 |
Weighted Average | 11.31 | 11.31 |
Minimum | 10.31 | 10.31 |
Maximum | 13.80 | 13.80 |
The unit cost in the acquisition considers the totality of stock repurchase programs.
Until the quarter closing date, there were no disposals of preferred shares purchased based on repurchase programs.
Market Value of Treasury Stocks
The market value of treasury stocks on the quarter closing date was the following:
03/31/06 | 12/31/05 | |
Number of preferred shares held in treasury (thousands of shares) | 13,678,100 | 13,679,382 |
Quotation per thousand shares on BOVESPA (R$) | 10.20 | 10.05 |
Market value | 139,517 | 137,478 |
The Company maintains the balance of treasury stocks in a separate account. For presentation purposes, the values of treasury stocks are deducted from the reserves that originated the buyback, and are presented as follows:
Premium on Subscription of Shares |
Other Capital Reserves | Retained Earnings | ||||
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Account Balance of Reserves | 434,647 | 434,647 | 123,334 | 123,334 | 415,273 | 410,287 |
Treasury Stocks | (99,822) | (99,822) | (54,870) | (54,870) | - | (30) |
Balance, Net of Treasury Stocks | 334,825 | 334,825 | 68,464 | 68,464 | 415,273 | 410,257 |
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.
Reserve for Donations and Subsidies for Investments: registered as a result of donations and subsidies received, the contra entry of which represents an asset received by the Company.
Reserve for Special Monetary Restatement as per Law 8,200/91: registered as a result of special monetary restatement adjustments of permanent assets to compensate the distortions in the monetary restatement indices prior to 1991.
Other Capital Reserves: formed by the contra entry of the interest on works in progress up to 12/31/98 and funds invested in income tax incentives.
d. Profit ReservesThe 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 stock or to absorb losses.
Retained Earnings: recorded at the end of each fiscal year, composed of remaining balances of net income or loss for the year, adjusted according to the terms of article 202 of Law 6404/76, or by the recording of adjustments from prior years, if applicable.
e. Dividends and Interest on Shareholders Equity
Dividends are calculated at the end of the fiscal year. 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 Companys 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 9,249, as of 12/26/95. The interest paid or credited will be offset with the minimum mandatory annual dividend amount, in accordance with article 43 of the Companys Bylaws.
9. OPERATING REVENUE FROM TELECOMMUNICATIONS SERVICES AND GOODS SOLD
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 03/31/05 | 03/31/06 | 03/31/05 | |
Fixed Telephony Service | ||||
Local Service | 1,772,319 | 1,735,334 | 1,769,083 | 1,735,014 |
Activation fees | 4,182 | 7,754 | 4,181 | 7,754 |
Subscription | 893,401 | 851,473 | 893,327 | 851,463 |
Measured service charges | 358,714 | 340,655 | 355,601 | 340,424 |
Mobile Fixed - VC1 | 503,505 | 516,033 | 503,463 | 515,955 |
Rent | 318 | 352 | 316 | 351 |
Other | 12,199 | 19,067 | 12,195 | 19,067 |
Long Distance Service | 705,860 | 755,148 | 703,873 | 755,101 |
Intra-Sectorial Fixed | 230,088 | 248,269 | 230,070 | 248,248 |
Intra-Regional Fixed (Inter-Sectorial) | 82,166 | 99,086 | 82,154 | 99,114 |
Fixed Inter Regional | 69,797 | 70,122 | 69,785 | 70,108 |
VC2 | 168,639 | 191,697 | 167,520 | 191,692 |
Fixed Origin | 70,246 | 75,454 | 70,236 | 75,449 |
Mobile Origin | 98,393 | 116,243 | 97,284 | 116,243 |
VC3 | 142,467 | 130,923 | 141,642 | 130,890 |
Fixed Origin | 58,841 | 52,458 | 58,823 | 52,426 |
Mobile Origin | 83,626 | 78,465 | 82,819 | 78,464 |
International | 12,703 | 15,051 | 12,702 | 15,049 |
Interconnection | 119,807 | 186,355 | 108,502 | 164,639 |
Fixed x Fixed | 71,716 | 101,006 | 71,691 | 101,004 |
Mobile x Fixed | 48,091 | 85,349 | 36,811 | 63,635 |
Lease of Means | 103,967 | 80,579 | 82,969 | 65,932 |
Public Telephony Service | 127,865 | 86,930 | 127,865 | 86,919 |
Supplementary Services, Intelligent Network and Advanced Telephony |
86,217 | 83,162 | 86,151 | 83,076 |
Other | 10,821 | 10,757 | 10,433 | 10,408 |
Total of Fixed Telephony Service | 2,926,856 | 2,938,265 | 2,888,876 | 2,901,089 |
Mobile Telephony Service | ||||
Telephony | - | - | 172,928 | 99,612 |
Subscription | - | - | 57,841 | 34,601 |
Utilization | - | - | 80,949 | 57,412 |
Roaming | - | - | 3,461 | 719 |
Interconnection | - | - | 26,106 | 6,384 |
Other Services | - | - | 4,571 | 496 |
Sale of Goods | - | - | 54,644 | 47,404 |
Cell Phones | - | - | 52,742 | 44,129 |
Electronic Cards - Brasil Chip, Accessories and Other Goods |
- | - | 1,902 | 3,275 |
Total of Mobile Telephony Service | - | - | 227,572 | 147,016 |
Data Transmission Services and Other | ||||
Data Transmission | 421,692 | 310,235 | 454,459 | 328,569 |
Other Services of Main Activities | 1,314 | 1,869 | 83,980 | 92,057 |
Total of Data Transmission Services and Other | 423,006 | 312,104 | 538,439 | 420,626 |
Gross Operating Revenue | 3,349,862 | 3,250,369 | 3,654,887 | 3,468,731 |
Deductions from Gross Revenue | (1,051,330) | (942,247) | (1,177,990) | (1,021,155) |
Taxes on Gross Revenue | (974,042) | (904,584) | (1,055,307) | (971,109) |
Other Deductions on Gross Revenue | (77,288) | (37,663) | (122,683) | (50,046) |
Net Operating Revenue | 2,298,532 | 2,308,122 | 2,476,897 | 2,447,576 |
10. COST OF SERVICES RENDERED AND GOODS SOLD
The costs incurred in the rendering of services and sales of goods are as follows:
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 03/31/05 | 03/31/06 | 03/31/05 | |
Interconnection | (565,500) | (595,482) | (498,539) | (576,133) |
Depreciation and Amortization | (489,735) | (511,750) | (570,174) | (571,953) |
Third-Party Services | (192,621) | (164,507) | (223,378) | (194,037) |
Rent, Leasing and Insurance | (60,110) | (58,712) | (94,158) | (101,668) |
Personnel | (46,570) | (28,637) | (53,015) | (33,774) |
Employees and Management Profit Sharing | (4,914) | (2,951) | (5,600) | (3,531) |
Means of Connection | (20,874) | (19,190) | (20,590) | (15,651) |
Material | (17,311) | (16,417) | (18,063) | (16,601) |
Burden of the Concession | (17,043) | - | (17,043) | - |
FISTEL | (4,343) | (4,196) | (12,028) | (18,166) |
Goods Sold | - | - | (53,984) | (52,397) |
Other | (2,647) | (2,998) | (2,689) | (3,118) |
Total | (1,421,668) | (1,404,840) | (1,569,261) | (1,587,029) |
11. COMMERCIALIZATION OF SERVICES
The expenses related to commercialization activities are detailed according to the following nature:
PARENT COMPANY | CONSOLIDATED |
03/31/06 |
03/31/05 |
03/31/06 |
03/31/05 |
|
Third-Party Services | (112,646) | (108,633) | (168,211) | (190,377) |
Losses on Accounts Receivable | (83,055) | (76,113) | (96,141) | (77,589) |
Allowance for Doubtful Accounts | (16,251) | (19,521) | (16,635) | (27,318) |
Personnel | (53,084) | (40,116) | (67,566) | (56,588) |
Employees and Management Profit Sharing | (4,474) | (2,895) | (5,716) | (4,320) |
Rent, Leasing and Insurance | (13,065) | (34,884) | (2,629) | (2,646) |
Depreciation and Amortization | (1,201) | (1,288) | (4,113) | (3,957) |
Material | (680) | (279) | (6,809) | (7,659) |
Other | (332) | (295) | (6,596) | (295) |
Total | (284,788) | (284,024) | (374,416) | (370,749) |
12. GENERAL AND ADMINISTRATIVE EXPENSES
The expenses related to administrative activities, which include information technology expenses are detailed according to the following nature:
PARENT COMPANY | CONSOLIDATED |
03/31/06 |
03/31/05 |
03/31/06 |
03/31/05 |
|
Third-Party Services | (149,801) | (149,659) | (169,642) | (167,377) |
Depreciation and Amortization | (62,317) | (56,218) | (75,741) | (70,392) |
Personnel | (36,607) | (35,726) | (49,581) | (46,764) |
Employees and Management Profit Sharing | (6,355) | (4,704) | (7,678) | (6,172) |
Rent, Leasing and Insurance | (8,069) | (8,035) | (9,310) | (10,280) |
Material | (1,005) | (1,066) | (4,999) | (1,941) |
Other | (700) | (442) | (1,021) | (662) |
Total | (264,854) | (255,850) | (317,972) | (303,588) |
13. OTHER OPERATING EXPENSES, NET
The remaining revenue and expenses attributed to operational activities are shown as follows:
PARENT COMPANY | CONSOLIDATED |
03/31/06 |
03/31/05 |
03/31/06 |
03/31/05 |
|
Operating Infra-Structure Rent and Other | 29,748 | 13,084 | 21,869 | 9,628 |
Fines | 20,198 | 22,564 | 21,320 | 21,631 |
Technical and Administrative Services | 14,842 | 13,601 | 14,078 | 12,943 |
Provision/Reversal of Other Provisions | 9,893 | 7,107 | 14,164 | (7,778) |
Recovery of Taxes and Recovered Expenses | 992 | 21,624 | 4,657 | 27,003 |
Subsidies and Donations Received | 332 | - | 2,473 | - |
Contingencies Provision(1) | (71,762) | (50,137) | (75,100) | (35,339) |
Taxes (Other than Gross Revenue, Corporate Income Tax and Social Contribution) | (17,179) | (12,571) | (20,111) | (14,682) |
Pension Funds Provision and Administrative Costs | (7,182) | (5,451) | (7,182) | (5,451) |
Goodwill Amortization on the Acquisition of Investments | (5,518) | (5,518) | (19,618) | (24,214) |
Court Fees | (5,332) | (855) | (5,420) | (875) |
Donations and Sponsorships | (978) | (1,059) | (1,022) | (1,234) |
Loss on Write-off of Repair/Resale Inventories | - | (157) | (183) | (157) |
Indemnifications Telephony and Other | - | (3,508) | - | (3,532) |
Other Expenses | (3,965) | (3,667) | (4,556) | (3,808) |
Total | (35,911) | (4,943) | (54,631) | (25,865) |
14. FINANCIAL EXPENSES, NET
PARENT COMPANY | CONSOLIDATED |
03/31/06 |
03/31/05 |
03/31/06 |
03/31/05 |
|
Financial Revenues | 58,325 | 132,269 | 71,407 | 144,086 |
Domestic Currency | 56,465 | 102,574 | 66,393 | 112,063 |
On Rights in Foreign Currency | 1,860 | 29,695 | 5,014 | 32,023 |
Financial Expenses | (164,641) | (250,614) | (197,822) | (267,185) |
Domestic Currency | (146,616) | (175,065) | (162,328) | (190,620) |
On Liabilities in Foreign Currency | (18,025) | (75,549) | (35,494) | (76,565) |
Total | (106,316) | (118,345) | (126,415) | (123,099) |
15. NON-OPERATING EXPENSES, NET
PARENT COMPANY | CONSOLIDATED |
03/31/06 |
03/31/05 |
03/31/06 |
03/31/05 |
|
Result in the Write-off of Property, Plant and Equipment and Deferred Assets | (2,627) | (3,118) | (3,303) | (6,288) |
Provision/Reversal for Investment Losses | (605) | (4,292) | 1,092 | (2,594) |
Provision/Reversal for Realization Amount and Losses of Property, Plant and Equipment | (16) | 5,061 | 1,583 | 6,394 |
Amortization of Goodwill on Merger | - | (31,004) | (1,953) | (32,957) |
Other Non-operating Revenues (Expenses) | (88) | (110) | (88) | (113) |
Total | (3,336) | (33,463) | (2,669) | (35,558) |
04.01 -NOTES TO THE FINANCIAL STATEMENTS
16. INCOME TAX AND SOCIAL CONTRIBUTION ON INCOME
Income tax and social contribution on income are recorded on an accrual basis, and the tax effects on temporary differences are deferred. The provision for income tax and social contribution on earnings recognized in the income statement are as follows:
PARENT COMPANY | CONSOLIDATED |
03/31/06 |
03/31/05 |
03/31/06 |
03/31/05 |
|
Income Before Taxes and after Employees and Management Profit Sharing | 69,484 | 82,588 | 31,533 | 1,688 |
Income of Companies Not Subject to Income Tax and SocialContribution Calculation | - | - | 22,164 | 5,810 |
Total of Taxable Income | 69,484 | 82,588 | 53,697 | 7,498 |
Corporate Income Tax IRPJ | ||||
IRPJ on Taxable Income (10%+15%=25%) | (17,371) | (20,647) | (13,424) | (1,875) |
Permanent Additions | (32,589) | (46,599) | (10,692) | (15,324) |
Equity in Subsidiaries | (23,436) | (34,853) | - | - |
Exchange Variation on Investments | (6,053) | - | (4,792) | (93) |
Amortization of Goodwill | (1,380) | (9,131) | (2,028) | (10,861) |
Other Additions | (1,720) | (2,615) | (3,872) | (4,370) |
Permanent Exclusions | 1,761 | 8,383 | 4,152 | 18,170 |
Equity in Subsidiaries | 1,445 | 3,836 | - | - |
Federal Tax Recoverable | - | 3,956 | - | 3,956 |
Exchange Variation on Investments | - | - | - | 435 |
Other Exclusions | 316 | 591 | 4,152 | 13,779 |
Tax Loss Carryforward | - | - | 3 | 494 |
Other | 975 | 109 | 1,324 | 130 |
IRPJ Effect on Statement of Income | (47,224) | (58,754) | (18,637) | 1,595 |
Social Contribution on Net Income - CSLL | ||||
Social Contribution on Taxable Income (9%) | (6,254) | (7,433) | (4,833) | (675) |
Permanent Additions | (11,574) | (16,616) | (3,689) | (5,336) |
Equity in Subsidiaries | (8,437) | (12,547) | - | - |
Exchange Variation on Investments | (2,179) | - | (1,725) | (33) |
Amortization of Goodwill | (497) | (3,287) | (730) | (3,910) |
Other Additions | (461) | (782) | (1,234) | (1,393) |
Permanent Exclusions | 635 | 3,019 | 1,495 | 6,542 |
Equity in Subsidiaries | 520 | 1,381 | - | - |
Federal Tax Recoverable | - | 1,424 | - | 1,424 |
Exchange Variation on Investments | - | - | - | 157 |
Other Exclusions | 115 | 214 | 1,495 | 4,961 |
Compensation of Negative Calculation Basis | - | - | 2 | - |
Recording of Deferred CSLL on Accumulated Negative Calculation Basis | - | - | - | 178 |
Other | (51) | - | 52 | - |
Effect of CSLL on Statement of Income | (17,244) | (21,030) | (6,973) | 709 |
Effect of IRPJ and CSLL on Statement of Income | (64,468) | (79,784) | (25,610) | 2,304 |
04.01 -NOTES TO THE FINANCIAL STATEMENTS
17. CASH AND CASH EQUIVALENTS
PARENT COMPANY | CONSOLIDATED |
03/31/06 |
03/31/05 |
03/31/06 |
03/31/05 |
|
Cash | 4,433 | 4,747 | 4,645 | 5,106 |
Bank Accounts | 3,182 | 45,706 | 15,794 | 57,968 |
High-Liquid Investments | 698,120 | 1,428,587 | 825,878 | 1,667,009 |
Total | 705,735 | 1,479,040 | 846,317 | 1,730,083 |
High-liquid investments represent amounts invested in exclusive funds managed by financial institutions, guaranteed in federal bonds with average profitability equivalent to interbank deposit rates DI CETIP (CDI), in exclusive funds managed by financial Institutions and guaranteed in futures contracts of dollar traded at the Futures and Commodities Exchange (BM&F), overnight financial investments abroad that earn exchange rate variation plus interest of 4.50% p.a., deposit certificates issued by foreign financial institutions and bank deposit certificates issued by first-rate financial institutions with average profitability equivalent to CDI.
The Company will be subject to the partial and temporary block of its financial investments, at the approximate total amount of R$ 247,442 and there is no loss of the remuneration to be received by it. Such retention is due to the fact that the Company did not reach certain minimum amounts for certain financial indicators, established in agreements entered into with BNDES. Further information about the block and its duration period can be checked in Note 5 h. Subsequently to the quarter closing date, the Company was notified about the retention which took place in its investment fund portfolio, in the amount of R$ 91,439 (R$ 191,439) related to the Consolidated. For purposes of presentation of this quarterly information, the retained amounts were reclassified from high-liquid investments to the item contractual retentions, in current assets.
The breakdown of high-liquid investment portfolio, on the quarter closing date, is presented below:
PARENT COMPANY |
03/31/06 | |||||
Financial Institution | Investments Nature | ||||
LTN (swap coverage) | LFT | Overnight | NBC-E | Over Selic | |
Exclusive Funds | |||||
ABN Amro | 50,899 | 10,959 | - | - | 1,632 |
Banco do Brasil | 5,220 | 46,932 | - | - | 3,322 |
Bradesco | 24,440 | 10,968 | - | - | 2,646 |
CEF | 39,494 | 25,990 | - | - | 12,608 |
Itaú | 11,426 | 4,227 | - | - | - |
Safra | 14,511 | 4,046 | - | - | 323 |
Santander | 62,828 | 17,766 | - | 30,864 | 1,137 |
Unibanco | 27,107 | 16,142 | - | - | 705 |
Votorantim | 111,516 | 42,818 | - | - | 8,241 |
Total Exclusive Funds | 347,441 | 179,848 | - | 30,864 | 30,614 |
Other Investments | |||||
Safra | - | - | 199,744 | - | - |
Total of Other Investments | - | - | 199,744 | - | - |
Total High-Liquid Investments | 347,441 | 179,848 | 199,744 | 30,864 | 30,614 |
04.01 -NOTES TO THE FINANCIAL STATEMENTS
PARENT COMPANY |
03/31/06 | |||||
Financial Institution | Investments Nature | Rectifier | |||
NTN-D | Open Investment Funds (Fixed Income) |
Provision for Income Tax |
Liabilities | Total | |
Exclusive Funds | |||||
ABN Amro | - | - | (888) | (8) | 62,594 |
Banco do Brasil | - | - | (743) | (1) | 54,730 |
Bradesco | - | - | (505) | (3) | 37,546 |
CEF | - | - | (1,185) | (22) | 76,885 |
Itaú | - | - | (197) | (4) | 15,452 |
Safra | - | - | (273) | - | 18,607 |
Santander | 9,179 | - | (1,569) | (30) | 120,175 |
Unibanco | - | - | (569) | (21) | 43,364 |
Votorantim | - | - | (2,163) | (57) | 160,355 |
Total Exclusive Funds | 9,179 | - | (8,092) | (146) | 589,708 |
Other Investments | |||||
Safra | - | 9 | - | - | 199,753 |
Other Institutions | - | 98 | - | - | 98 |
Total of Other Investments | - | 107 | - | - | 199,851 |
Total High-Liquid Investments | 9,179 | 107 | (8,092) | (146) | 789,559 |
Partial block related to Contractual Retentions | (91,439) |
Total High-Liquid Financial Investments, Net of Contractual Retentions | 698,120 |
CONSOLIDATED |
03/31/06 | ||||||
Financial Institution | Investments Nature | |||||
LTN (swap coverage) |
LFT | Overnight | NBC-E | Over Selic | NTN-D | |
Exclusive Funds | ||||||
ABN Amro | 50,898 | 10,959 | - | - | 1,632 | - |
Banco do Brasil | 18,323 | 157,026 | 1,657 | - | 5,173 | - |
Bradesco | 31,271 | 14,034 | - | - | 3,385 | - |
CEF | 41,010 | 26,988 | - | - | 13,092 | - |
Itaú | 11,426 | 4,227 | - | - | - | - |
Safra | 14,511 | 4,046 | - | - | 323 | - |
Santander | 71,679 | 20,268 | - | 35,212 | 1,297 | 10,472 |
Unibanco | 42,420 | 25,261 | - | - | 1,103 | - |
Votorantim | 111,516 | 42,818 | - | - | 8,241 | - |
Total Exclusive Funds | 393,054 | 305,627 | 1,657 | 35,212 | 34,246 | 10,472 |
Other Investments | ||||||
Safra | - | - | 208,444 | - | - | - |
Total of Other Investments | - | - | 208,444 | - | - | - |
Total High-Liquid Investments | 393,054 | 305,627 | 210,101 | 35,212 | 34,246 | 10,472 |
04.01 -NOTES TO THE FINANCIAL STATEMENTS
CONSOLIDATED |
03/31/06 | |||||
Financial Institution | Investments Nature | Rectifier | Total | ||
Open Investment Funds (fixed- income) |
Bank Deposit Certificates | Provision for Income Tax |
Liabilities | ||
Exclusive Funds | |||||
ABN Amro | - | - | (888) | (8) | 62,593 |
Banco do Brasil | - | - | (2,151) | (8) | 180,020 |
Bradesco | - | - | (505) | (4) | 48,181 |
CEF | - | - | (1,224) | (23) | 79,843 |
Itaú | - | - | (197) | (4) | 15,452 |
Safra | - | - | (273) | - | 18,607 |
Santander | - | - | (1,569) | (34) | 137,325 |
Unibanco | - | - | (569) | (34) | 68,181 |
Votorantim | - | - | (2,163) | (57) | 160,355 |
Total Exclusive Funds | - | - | (9,539) | (172) | 770,557 |
Other Investments | |||||
Safra | 9 | 3,298 | - | - | 211,751 |
Other Institutions | 28,769 | 6,240 | - | - | 35,009 |
Total of Other Investments | 28,778 | 9,538 | - | - | 246,760 |
Total High-Liquid Investments | 28,778 | 9,538 | (9,539) | (172) | 1,017,317 |
Partial block related to Contractual Retentions | (191,439) |
Total High-Liquid Financial Investments, Net of Contractual Retentions | 825,878 |
Exclusive funds, which are regularly audited and for which there is no unqualified opinion, are subject to liabilities restricted to the payment of services rendered by the asset management, attributed to investment operations, such as custody, audit and other expenses rates, not existing relevant financial liabilities, as well as Companys assets to guarantee those liabilities.
04.01 -NOTES TO THE FINANCIAL STATEMENTS
Statement of Cash Flows
PARENT COMPANY | CONSOLIDATED |
03/31/06 |
03/31/05(1) |
03/31/06 |
03/31/05(1) |
|
Operating Activities | ||||
Net Income for the Period | 5,016 | 2,804 | 5,016 | 2,804 |
Minority Interest | - | - | 906 | 1,188 |
Income Items not Affecting Cash | 1,013,954 | 1,014,977 | 1,081,760 | 1,062,918 |
Depreciation and Amortization | 558,771 | 605,778 | 671,599 | 701,775 |
Losses on Accounts Receivables from Services | 83,055 | 76,113 | 96,141 | 77,589 |
Allowance for Doubtful Accounts | 16,251 | 19,521 | 16,635 | 27,318 |
Provision for Contingencies | 71,762 | 50,137 | 75,100 | 35,339 |
Provision for Pension Funds | 7,182 | 5,451 | 7,182 | 5,451 |
Deferred Taxes | 161,451 | 138,546 | 214,247 | 219,107 |
Income in Permanent Assets Write-off | 3,307 | 4,326 | 856 | 6,668 |
Equity in Subsidiaries | 112,175 | 124,069 | - | - |
(Gain) / Loss with Investments | - | - | - | (1,365) |
Other (Revenues) Expenses | - | (8,964) | - | (8,964) |
Equity Changes | (702,285) | (359,045) | (877,828) | (512,291) |
Trade Accounts Receivable | (123,559) | (148,900) | (102,659) | (180,157) |
Inventories | 503 | 1,794 | 2,779 | 36,506 |
Judicial Deposits | (10,618) | (31,223) | (10,889) | (31,302) |
Contractual Retentions | (91,439) | - | (191,439) | - |
Payroll, Social Charges and Benefits | 618 | 3,945 | (3,408) | 6,093 |
Accounts Payable and Accrued Expenses | (50,407) | 8,356 | (38,621) | (6,224) |
Taxes | (191,022) | (116,118) | (272,156) | (291,463) |
Financial Charges of Loans and Financing | (86,525) | (32,906) | (79,161) | (33,524) |
Provisions for Contingencies | (110,167) | (37,816) | (110,606) | (37,850) |
Provisions for Pension Plans | (34,179) | (25,440) | (34,179) | (25,440) |
Other Assets and Liabilities Accounts | (5,490) | 19,263 | (37,489) | 51,070 |
Cash Flow from Operating Activities | 316,685 | 658,736 | 209,854 | 554,619 |
Financing Activities | ||||
Dividends/Interest on Shareholders Equity Paid in the | (323,083) | (369,720) | (323,083) | (369,720) |
Loans and Financing | (164,932) | (147,022) | (164,002) | (141,726) |
Loans Obtained |
608 | - | 1,538 | 5,296 |
Loans Settled |
(165,540) | (147,022) | (165,540) | (147,022) |
Increase (Decrease) of Shareholders Equity | 7 | - | 7 | - |
Acquisition of Own Shares | 29 | (62,272) | 29 | (62,272) |
Other Flows from Financing Activities | - | - | 16,555 | 93 |
Cash Flow from Financing Activities | (487,979) | (579,014) | (470,494) | (573,625) |
Investment Activities | ||||
Financial Investments | (14) | 88,558 | (14) | (197) |
Funds Obtained in the Sale of Permanent Assets | 125 | 140 | 125 | 479 |
Investments in Permanent Assets | (602,122) | (533,567) | (623,237) | (525,952) |
Cash Flow from Investment Activities | (602,011) | (444,869) | (623,126) | (525,670) |
Cash Flow for the Period | (773,305) | (365,147) | (883,766) | (544,676) |
Cash and Cash Equivalents | ||||
Closing Balance | 705,735 | 1,598,377 | 846,317 | 1,853,134 |
Opening Balance | 1,479,040 | 1,963,524 | 1,730,083 | 2,397,810 |
Variation of Cash and Cash Equivalents | (773,305) | (365,147) | (883,766) | (544,676) |
04.01 -NOTES TO THE FINANCIAL STATEMENTS
18. TRADE ACCOUNTS RECEIVABLE
The amounts related to accounts receivable are as follows:
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Billed Services | 1,452,394 | 1,339,991 | 1,549,838 | 1,432,862 |
Services to be Billed | 856,040 | 926,568 | 887,003 | 961,060 |
Sales of Goods | 1,464 | 2,835 | 83,936 | 120,337 |
Subtotal | 2,309,898 | 2,269,394 | 2,520,077 | 2,514,259 |
Allowance for Doubtful Accounts | (346,056) | (329,805) | (378,081) | (361,446) |
Services Rendered | (346,056) | (329,805) | (371,393) | (353,078) |
Sales of Goods | - | - | (6,688) | (8,368) |
Total | 1,963,842 | 1,939,589 | 2,142,696 | 2,152,813 |
Due | 1,436,757 | 1,452,630 | 1,578,136 | 1,633,154 |
Past due: | ||||
01 to 30 Days | 392,372 | 379,398 | 415,356 | 398,356 |
31 to 60 Days | 143,873 | 120,932 | 157,036 | 130,378 |
61 to 90 Days | 90,087 | 74,815 | 99,096 | 82,622 |
91 to 120 Days | 64,534 | 65,022 | 71,105 | 71,340 |
More than 120 Days | 182,275 | 176,597 | 200,048 | 198,409 |
19. INVENTORIES
The maintenance and resale inventories, to which provisions are recorded for losses or adjustments to the forecast in which they must be realized, are composed as follows:
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Maintenance Inventory | 6,063 | 6,576 | 11,688 | 12,497 |
Inventory for Resale (Cell Phones and Accessories) | - | - | 111,379 | 114,340 |
Provision for the Adjustment to the Realization Value | - | - | (36,055) | (37,036) |
Provision for Potential Losses | (1,589) | (1,599) | (6,756) | (6,766) |
Total | 4,474 | 4,977 | 80,256 | 83,035 |
20. LOANS AND FINANCING - ASSETS
PARENT COMPANY | CONSOLIDATED |
03/31/06 |
12/31/05 |
03/31/06 |
12/31/05 |
|
Loans and Financing | 9,032 |
9,084 |
9,105 |
9,173 |
Total | 9,032 |
9,084 |
9,105 |
9,173 |
Current | 5,732 |
3,873 |
5,805 |
3,962 |
Long-term | 3,300 |
5,211 |
3,300 |
5.,211 |
Loans and financing credits refer to the transfer of financial resources to the company responsible for the production of phone directories, and result from the sale of fixed assets to other telephony companies. The variations of IGP-DI and IPA-OG/Industrial Products of Column 27 issued by Fundação Getúlio Vargas FGV are incurred.
04.01 -NOTES TO THE FINANCIAL STATEMENTS
21. DEFERRED AND RECOVERABLE TAXES
Deferred taxes related to Corporate Income Tax and Social Contribution on Income
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Corporate Income Tax | ||||
Deferred Income Tax on: | ||||
Tax Losses | - | - | 329,911 | 298,795 |
Provisions for Contingencies | 241,117 | 244,905 | 242,002 | 245,440 |
Provision for Pension Plan Actuarial Insufficiency Coverage | 176,269 | 182,022 | 176,269 | 182,022 |
Allowance for Doubtful Accounts | 86,514 | 82,451 | 94,425 | 90,216 |
ICMS - 69/98 Agreement | 70,415 | 66,391 | 73,071 | 68,601 |
Provision for Cofins/CPMF/INSS Suspended Collection | 14,143 | 13,864 | 14,143 | 13,864 |
TJLP on debits included in REFIS | 7,931 | - | 7,931 | - |
Provision for Employee Profit Sharing | 5,725 | 11,963 | 6,683 | 14,029 |
Provision for Suspended Collection - FUST | 4,841 | - | 4,841 | - |
Exchange Variation Loss - Swap | - | 56,367 | - | 56,367 |
Other Provisions | 15,736 | 21,580 | 19,586 | 24,615 |
Subtotal | 622,691 | 679,543 | 968,862 | 993,949 |
Social Contribution on Income | ||||
Deferred Social Contribution on: | ||||
Negative Calculation Basis | - | - | 118,947 | 107,736 |
Provisions for Contingencies | 86,802 | 88,165 | 87,121 | 88,358 |
Provision for Pension Plan Actuarial Insufficiency Coverage | 63,457 | 65,528 | 63,457 | 65,528 |
Allowance for Doubtful Accounts | 31,145 | 29,681 | 33,993 | 32,478 |
TJLP on debits included in REFIS | 2,855 | - | 2,855 | - |
Provision for Employee Profit Sharing | 2,154 | 4,432 | 2,512 | 5,188 |
Provision for Suspended Collection - FUST | 1,743 | - | 1,743 | - |
Exchange Variation Loss Swap | - | 20,292 | - | 20,292 |
Other Provisions | 6,641 | 8,747 | 8,964 | 10,622 |
Subtotal | 194,797 | 216,845 | 319,592 | 330,202 |
Total | 817,488 | 896,388 | 1,288,454 | 1,324,151 |
Current | 262,755 | 340,869 | 286,853 | 364,919 |
Long-term | 554,733 | 555,519 | 1,001,601 | 959,232 |
The following table shows the periods in which the deferred tax assets corresponding to income tax and social contribution on net income (CSLL) are expected to be realized, which are derived from temporary differences between book value on the accrual basis and the taxable income, as well as in the tax loss and in the negative basis of social contribution, when existing. The realization periods are based on a technical study that used forecast future taxable income, generated in fiscal years when the temporary differences will become deductible expenses for tax purposes. These assets are recorded in accordance with CVM Instruction 371/02 requirements, and in view of the closing of the fiscal years the technical study is submitted to the approval of the board of executive officers and the Board of Directors, as well as its examination by the Fiscal Council.
04.01 -NOTES TO THE FINANCIAL STATEMENTS
PARENT | CONSOLIDATED | |
COMPANY |
2006 | 201,983 | 223,571 |
2007 | 170,628 | 176,160 |
2008 | 91,760 | 103,328 |
2009 | 91,760 | 113,944 |
2010 | 92,995 | 129,977 |
2011 to 2013 | 14,038 | 387,148 |
2014 to 2015 | 28,076 | 28,078 |
After 2015 | 126,248 | 126,248 |
Total | 817,488 | 1,288,454 |
Current | 262,755 | 286,853 |
Long-term | 554,733 | 1,001,601 |
The recoverable amount expected after 2015 is a result of a provision to cover an actuarial insufficiency of pension plans that is being settled according to the maximum remaining period of 15 years and nine months, in line with the period established by the Supplementary Pension Department (SPC). Despite the time limit stipulated by the SPC and according to the estimated future taxable income, the Company 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$ 133,759, attributed to the Consolidated, were not recorded due non-existence of necessary requirements for the history and/or future forecast of taxable income in VANT, BrT Multimídia, BrT CSH and BrT CS Ltda, subsidiaries that the Company holds direct or indirect control.
Other Taxes Recoverable
They are 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 Supplementary Law 102/00.
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
ICMS | 445,149 | 362,165 | 572,531 | 496,163 |
Corporate Income Tax | 242,596 | 322,806 | 253,177 | 343,272 |
PIS and COFINS | 70,154 | 69,022 | 96,580 | 100,059 |
Social Contribution on Net Income | 69,259 | 78,595 | 70,200 | 80,114 |
Other | 716 | 850 | 4,421 | 4,420 |
Total | 827,874 | 833,438 | 996,909 | 1,024,028 |
Current | 648,037 | 629,320 | 762,180 | 757,629 |
Long-term | 179,837 | 204,118 | 234,729 | 266,399 |
22. INCOME SECURITIES
Represented by bank deposit certificates (CDB) of Banco de Brasília S.A. BRB, remunerated with 95% of SELIC rate, maintained as guarantee of the financing obtained through the Program to Promote Integrated Economic and Sustainable Development of the Federal District PRÓ-DF). These income securities will be maintained during the period of utilization and amortization of financing (liability), whose grace period establishes the first payment for year 2019, payable in 180 monthly, consecutive installments. This asset may be used to pay the final installments of that financing.
04.01 -NOTES TO THE FINANCIAL STATEMENTS
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Banco de Brasília S.A. BRB Bank Deposit Certificates | 589 | 502 | 2,788 | 2,604 |
Total | 589 | 502 | 2,788 | 2,604 |
Long-Term | 589 | 502 | 2,788 | 2,604 |
Balances of judicial deposits related to contingencies with level of possible and remote risk of loss:
PARENT COMPANY | CONSOLIDATED |
Subject to (by Nature of Demands) | 03/31/06 |
12/31/05 |
03/31/06 |
12/31/05 |
Labor | 66,492 | 53,952 | 66,823 | 54,289 |
Tax | 92,462 | 73,487 | 94,985 | 74,580 |
Civil | 17,727 | 38,624 | 18,181 | 40,231 |
Total | 176,681 | 166,063 | 179,989 | 169,100 |
Current | 32,736 | 30,858 | 33,589 | 31,465 |
Long-term | 143,945 | 135,205 | 146,400 | 137,635 |
24. CONTRACTUAL RETENTIONS
They refer to the retained portion of investments funds, in view of the financing agreements maintained with BNDES. Further information is mentioned in note 5.h. The retentions took place after the closing of the quarter, according to the note of subsequent events, 43. The retained amount was R$ 91,439 (R$ 191,439 for the Consolidated), and such amounts were reclassified in the item high-liquid financial investments for presentation purposes.
25. OTHER ASSETS
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Advances to Suppliers | 42,470 | 49,394 | 45,932 | 47,549 |
Advances to Employees | 23,714 | 22,880 | 28,577 | 30,593 |
Receivables from Other Telecom Companies | 7,953 | 8,018 | 7,953 | 8,018 |
Prepaid Expenses | 74,996 | 72,714 | 119,067 | 90,697 |
Tax Incentives | 14,473 | 14,473 | 14,473 | 14,473 |
Compulsory Deposits | 1,750 | 1,750 | 1,750 | 1,750 |
Assets for Sale | 980 | 578 | 980 | 9,175 |
Contractual Guarantees and Retentions | 451 | 460 | 1,291 | 1,299 |
Other | 6,884 | 8,993 | 11,780 | 11,445 |
Total | 173,671 | 179,260 | 231,803 | 214,999 |
Current | 119,310 | 124,288 | 162,486 | 147,781 |
Long-term | 54,361 | 54,972 | 69,317 | 67,218 |
04.01 -NOTES TO THE FINANCIAL STATEMENTS
26. INVESTMENTS
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Investments Carried Under The Equity Method | 2,435,848 | 2,348,514 | - | - |
14 Brasil Telecom Celular S.A. | 1,632,983 | 1,531,459 | - | - |
BrT Serviços de Internet S.A. | 388,000 | 367,702 | - | - |
BrT Subsea Cable Systems (Bermudas) Ltd. | 306,582 | 336,632 | - | - |
MTH Ventures do Brasil Ltda. | 108,279 | 112,717 | - | - |
Santa Bárbara dos Pampas S.A. | 1 | 1 | - | - |
Santa Bárbara dos Pinhais S.A. | 1 | 1 | - | - |
Santa Bárbara do Cerrado S.A. | 1 | 1 | - | - |
Santa Bárbara do Pantanal S.A. | 1 | 1 | - | - |
Goodwill Paid on Acquisition of Investments, Net | 68,059 | 73,578 | 296,320 | 330,551 |
MTH Ventures do Brasil | 68,059 | 73,578 | 68,059 | 73,578 |
IG Cayman | - | - | 176,854 | 203,168 |
Companies IBEST | - | - | 47,175 | 49,102 |
Companies BRT Cabos Submarinos | - | - | 4,232 | 4,703 |
Interest Valued at Acquisition Cost | 39,148 | 39,148 | 39,148 | 39,148 |
Tax Incentives (Net of Allowance for Losses) | 19,770 | 20,375 | 19,770 | 20,375 |
Other Investments | 373 | 373 | 389 | 389 |
Total | 2,563,198 | 2,481,988 | 355,627 | 390,463 |
The Company holds a 100% interest in the capital stock of Vant Telecomunicações S.A. On the quarter closing date, VANT negative shareholders equity was R$ 18,545 (R$ 19,028 on 12/31/05), and a provision at the amount of the unsecured liabilities of the Subsidiary was recorded in the Company.
In the occurrence of advances for future capital increase in favor of the subsidiaries, they are considered in the investments appraisal, since the allocated investments are waiting for the formalization of the corporate acts of these companies to perform the respective capital increases in favor of the Company.
Investments Valued Using the Equity Method: the main data related to directly controlled companies are as follows:
BrT Celular | BrTI | BrT SCS | ||||
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Shareholders Equity | 1,632,983 | 1,531,459 | 388,000 | 367,702 | 385,791 | 423,606 |
Capital | 2,422,406 | 2,237,415 | 403,071 | 388,071 | 407,133 | 438,686 |
Book Value per Share/Quota (R$) | 674.12 | 684.48 | 962.61 | 947.51 | 1.56 | 2.16 |
Number of Shares/Quotas Held by the Company (in thousands) | ||||||
Common Shares | 2,422 | 2,237 | 403 | 388 | 196,157 | 196,157 |
Ownership % in Subsidiarys Capital | ||||||
In Total Capital | 100% | 100% | 100% | 100% | 79.4689% | 79.4689% |
In Voting Capital | 100% | 100% | 100% | 100% | 79.4689% | 79.4689% |
BrT Celular | BrTI | BrT SCS | ||||
03/31/06 |
03/31/05 |
03/31/06 |
03/31/05 |
03/31/06 |
03/31/05 |
|
Net Income (Loss) at the end of the quarter | (83,468) |
(125,212) |
5,299 |
(458) |
(7,346) |
(13,818) |
04.01 -NOTES TO THE FINANCIAL STATEMENTS
MTH | VANT | |||
03/31/06 |
12/31/05 |
03/31/06 |
12/31/05 |
|
Shareholders Equity | 108,279 | 112,717 | (18,545) | (19,028) |
Capital Stock | 321,150 | 321,150 | 123,300 | 123,300 |
Book Value per Share/Quota (R$) | (0.34) | (0.35) | (0.15) | (0.15) |
Number of Shares/Quotas Held by the Company (in thousands) | ||||
Common Shares | - | - | 123,300 | 123,300 |
Quotas | 321,150 | 321,150 | - | - |
Ownership % in Subsidiarys Capital | ||||
In Total Capital | 100% | 100% | 100% | 100% |
In Voting Capital | 100% | 100% | 100% | 100% |
MTH | VANT | |||
03/31//06 |
03/31/05 |
03/31/06 |
03/31/05 |
|
Net Income (Loss) at the end of the quarter | (4,438) |
14,113 |
483 |
(3,495) |
The equity method result is composed of the following values:
Operating | ||
03/31/06 | 03/31/05 | |
14 Brasil Telecom Celular S.A. | (83,468) | (125,212) |
BrT Serviços de Internet S.A. | 5,299 | (458) |
BrT Subsea Cable Systems (Bermudas) Ltd.(1) | (30,051) | (9,017) |
MTH Ventures do Brasil Ltda. | (4,438) | 14,113 |
Vant Telecomunicações S.A. | 483 | (3,495) |
Total | (112,175) | (124,069) |
The subsidiaries Santa Bárbara dos Pampas S.A., Santa Bárbara dos Pinhais S.A., Santa Bárbara do Cerrado S.A. and Santa Bárbara do Pantanal S.A. are not operating, and the amount of capital stock is R$ 1 (R$ 1 on 12/31/05), for each company, and the Companys ownership interest in the capital stock of the aforementioned subsidiaries is 100%.
Investments assessed using the cost of acquisition: correspond to shareholding obtained by converting shares or capital quotas of the tax incentive investments in the FINOR/FINAM regional programs, the Incentive Law for Information Technology Companies, and the Audiovisual Law. The amount is predominantly composed of shares of other telecommunications companies located in the regions covered by the regional incentives.
Tax incentives: arise from investments in FINOR/FINAM and audiovisual funds, originated in the portions allocated to income tax due.
Other investments: are related to collected cultural assets.
04.01 -NOTES TO THE FINANCIAL STATEMENTS
27. PROPERTY, PLANT AND EQUIPMENT
PARENT COMPANY |
Property, Plant and Equipment Nature | 03/31/06 | 12/31/05 | |||
Annual depreciation rates |
Cost | Accumulated depreciation |
Net Value | Net Value | |
Work in Progress | - | 312,021 | - | 312,021 | 491,054 |
Public Switching Equipment | 20% | 4,956,659 | (4,610,283) | 346,376 | 372,694 |
Equipment and Transmission Means | 17.4%(1) | 10,634,361 | (8,337,528) | 2,296,833 | 2,431,105 |
Termination | 20% | 485,210 | (451,413) | 33,797 | 37,128 |
Data Communication Equipment | 20% | 1,667,825 | (873,279) | 794,546 | 784,910 |
Buildings | 4% | 913,490 | (504,329) | 409,161 | 415,329 |
Infrastructure | 9%(1) | 3,478,501 | (2,091,948) | 1,386,553 | 1,424,789 |
Assets for General Use | 18.5%(1) | 824,925 | (561,221) | 263,704 | 267,455 |
Land | - | 82,166 | - | 82,166 | 81,319 |
Other Assets | 20%(1) | 683,496 | (466,184) | 217,312 | 217,830 |
Total | 24,038,654 | (17,896,185) | 6,142,469 | 6,523,613 |
According to the STFC concession agreements, the Companys assets that are indispensable to providing the service and qualified as reversible assets will be automatically reverted to ANATEL when the concession ends, and the Company will be entitled to indemnifications established in the legislation and in the respective agreements. The amount of reversible assets on the quarter closing date was R$ 20,665,997 for costs, with residual value of R$ 4,626,547 (information not reviewed by independent auditors).
CONSOLIDATED |
Property, Plant and Equipment Nature | 03/31/06 | 12/31/05 | |||
Annual depreciation rates |
Cost | Accumulated depreciation |
Net value | Net value | |
Work in Progress | - | 394,676 | - | 394,676 | 636,251 |
Public Switching Equipment | 20% | 5,053,306 | (4,630,757) | 422,549 | 450,724 |
Equipment and Transmission Means | 17.4%(1) | 11,696,788 | (8,645,279) | 3,051,509 | 3,191,261 |
Termination | 20% | 485,564 | (451,476) | 34,088 | 37,436 |
Data Communication Equipment | 20% | 1,731,626 | (907,731) | 823,895 | 812,659 |
Buildings | 4% | 936,729 | (512,564) | 424,165 | 430,254 |
Infrastructure | 9%(1) | 3,676,180 | (2,141,909) | 1,534,271 | 1,577,160 |
Assets for General Use | 18.5%(1) | 1,019,161 | (634,998) | 384,163 | 389,729 |
Land | - | 87,258 | - | 87,258 | 86,411 |
Other Assets | 20%(1) | 1,139,076 | (529,835) | 609,241 | 613,064 |
Total | 26,220,364 | (18,454,549) | 7,765,815 | 8,224,949 |
Rent Expenses
The Company and its subsidiaries rent 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, means and connections related to such contracts in the quarter amounted to R$ 95,790 (R$ 116,618 in 2005) and R$ 119,560 (R$ 124,413 in 2005) for the Consolidated.
04.01 -NOTES TO THE FINANCIAL STATEMENTSThe Company has financial leasing agreements for information technology equipment. Recorded leasing expenses in the quarter amounted to R$ 3,898 (R$ 1,721 in 2005) and R$ 4,012 (R$ 2,364 in 2005) for the Consolidated.
Insurance (not reviewed by independent auditors)
An insurance policy program is maintained for covering reversible assets, loss of profits and contract guarantees, as established in the Concession Contract with the government. Insurance expenses were R$ 2,429 (R$ 2,482 in 2005) and R$ 3,116 (R$ 3,468 in 2005) for the Consolidated.
The assets, responsibilities and interests covered by insurance are the following:
Type | Coverage | Amount Insured | |
03/31/06 | 12/31/05 | ||
Operating risks | Buildings, machinery and equipment, facilities, call centers, towers, infrastructure and information technology equipment | 12,077,311 | 11,923,121 |
Loss of profit | Fixed expenses and net income | 9,015,211 | 8,163,247 |
Contract Guarantees | Compliance with contractual obligations | 208,658 | 214,142 |
Civil Liability | Telephone service operations | 12,000 | 12,000 |
There is also insurance coverage for the management civil liability, supported in the policy of Brasil Telecom Participações S.A., extensive to the Parent Company and the Company, and the total amount insured is equivalent to thirty million U.S. dollars (US$ 30,000,000.00) .
There is no insurance coverage for optional civil liability related to third party claims involving Companys vehicles.
The assumptions of adopted risks, given their nature, do not integrate the scope of a financial statement audit, consequently, they were not examined by our independent auditors.
28. DEFERRED CHARGES
PARENT COMPANY |
03/31/06 | 12/31/05 | |||
Cost | Accumulated Amortization |
Net Value |
Net Value |
|
Data Processing Systems | 737,728 | (319,877) | 417,851 | 422,836 |
Installation and Reorganization Costs | 54,087 | (29,446) | 24,641 | 26,483 |
Other | 55,408 | (10,016) | 45,392 | 5,885 |
Total | 847,223 | (359,339) | 487,884 | 455,204 |
04.01 -NOTES TO THE FINANCIAL STATEMENTS
CONSOLIDATED |
03/31/06 | 12/31/05 | |||
Cost | Accumulated Amortization |
Net Value |
Net Value |
|
Data Processing Systems | 959,105 | (375,011) | 584,094 | 587,611 |
Installation and Reorganization Costs | 336,847 | (163,064) | 173,783 | 186,889 |
Goodwill derived from Merger | 651,338 | (650,445) | 893 | 1,148 |
Other | 56,088 | (10,208) | 45,880 | 6,407 |
Total | 2,003,378 | (1,198,728) | 804,650 | 782,055 |
29. PAYROLL AND RELATED CHARGES
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Salaries and Compensation | 80 | 145 | 1,553 | 3,995 |
Payroll Charges | 50,902 | 49,150 | 61,870 | 61,091 |
Benefits | 4,431 | 5,421 | 5,310 | 6,383 |
Other | 5,529 | 5,608 | 6,073 | 6,745 |
Total | 60,942 | 60,324 | 74,806 | 78,214 |
Current | 60,942 | 60,324 | 74,806 | 78,214 |
30. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Suppliers | 1,087,461 | 1,285,984 | 1,399,088 | 1,807,892 |
Third-Party Consignments | 92,668 | 137,580 | 116,244 | 154,696 |
Total | 1,180,129 | 1,423,564 | 1,515,332 | 1,962,588 |
Current | 1,158,130 | 1,402,245 | 1,493,251 | 1,941,231 |
Long-term | 21,999 | 21,319 | 22,081 | 21,357 |
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.
31. INDIRECT TAXES
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
ICMS, net of Judicial Deposits of Agreement 69/98 | 811,096 | 811,032 | 860,632 | 858,868 |
ICMS (State VAT) | 1,093,180 | 1,076,926 | 1,142,875 | 1,124,874 |
Judicial Deposits referring to Agreement ICMS 69/98 | (282,084) | (265,894) | (282,243) | (266,006) |
Taxes On Operating Revenues (COFINS and PIS) | 136,816 | 146,934 | 144,697 | 158,965 |
Other | 59,170 | 38,129 | 74,063 | 52,764 |
Total | 1,007,082 | 996,095 | 1,079,392 | 1,070,597 |
Current | 752,769 | 705,383 | 821,767 | 776,527 |
Long-term |
254,313 | 290,712 | 257,625 | 294,070 |
The Company paid PIS and COFINS taxes in installments, through the Special Payment in Installments (PAES), whose balance, restated by the long-term interest rate (TJLP), amounts to R$ 24,519 (R$ 31,224 on 12/31/05), to be paid in installments for the remaining 87 months.
The balance referring to ICMS comprises amounts resulting from the Agreement 69/98, which has been questioned in Court, and court deposits have been monthly made. It also includes the ICMS deferral, based on incentives by the government of the State of Paraná.
32. TAXES ON INCOME
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Corporate Income Tax | ||||
Payables Due | 47,051 | 140,561 | 54,471 | 151,510 |
Law 8,200/91 - Special Monetary Restatement | 6,067 | 7,323 | 6,067 | 7,323 |
Subtotal | 53,118 | 147,884 | 60,538 | 158,833 |
Social Contribution on Income | ||||
Payables Due | 15,330 | 45,134 | 16,299 | 47,071 |
Law 8,200/91 - Special Monetary Restatement | 2,184 | 2,636 | 2,184 | 2,636 |
Subtotal | 17,514 | 47,770 | 18,483 | 49,707 |
Total | 70,632 | 195,654 | 79,021 | 208,540 |
Current | 66,108 | 186,782 | 73,967 | 199,127 |
Long-term | 4,524 | 8,872 | 5,054 | 9,413 |
The Company maintains debts registered at the Tax Recovery Program (REFIS), related to the denial of tax losses carried forward, derived from CRT and TBS (merged companies in 2000) at the amount of R$ 33,858 (R$ 33,334 on December 31, 2005), the settlement of which awaits ratification for tax credits offset.
33. DIVIDENDS/INTEREST ON SHAREHOLDERS EQUITY AND PROFIT SHARING
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Controlling Shareholders | - | 220,708 | - | 220,708 |
Dividends/Interest on Shareholders Equity | - | 259,656 | - | 259,656 |
Withholding Income Tax on Interest on Shareholders Equity | - | (38,948) | - | (38,948) |
Minority Shareholders | 61,109 | 155,871 | 61,109 | 155,871 |
Dividends/Interest on Shareholders Equity | - | 126,744 | - | 126,744 |
Withholding Income Tax on Interest on Shareholders Equity | - | (19,012) | - | (19,012) |
Unclaimed Dividends of Previous Years | 61,109 | 48,139 | 61,109 | 48,139 |
Total Shareholders | 61,109 | 376,579 | 61,109 | 376,579 |
Employees and Management Profit Sharing | 23,977 | 54,149 | 27,425 | 64,445 |
TOTAL | 85,086 | 430,728 | 88,534 | 441,024 |
04.01 -NOTES TO THE FINANCIAL STATEMENTS
34. LOANS AND FINANCING (Including Debentures)
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Loans | 50,993 | 58,378 | 72,608 | 81,668 |
Financing | 4,197,331 | 4,362,862 | 4,214,924 | 4,379,027 |
Accrued Interest and Other on Loans | 144 | 420 | 144 | 420 |
Accrued Interest and Other on Financing | 361,761 | 447,110 | 361,859 | 447,110 |
Total | 4,610,229 | 4,868,770 | 4,649,535 | 4,908,225 |
Current | 1,522,684 | 1,489,117 | 1,522,781 | 1,489,384 |
Long-term | 3,087,545 | 3,379,653 | 3,126,754 | 3,418,841 |
Financing
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
BNDES | 2,233,192 | 2,386,442 | 2,233,192 | 2,386,442 |
Financial Institutions | 1,268,725 | 1,311,564 | 1,286,416 | 1,327,729 |
Private Debentures | 534,070 | 560,459 | 534,070 | 560,459 |
Public Debentures | 520,045 | 547,767 | 520,045 | 547,767 |
Suppliers | 3,060 | 3,740 | 3,060 | 3,740 |
Total | 4,559,092 | 4,809,972 | 4,576,783 | 4,826,137 |
Current | 1,516,166 | 1,481,829 | 1,516,263 | 1,482,096 |
Long-term | 3,042,926 | 3,328,143 | 3,060,520 | 3,344,041 |
Financing denominated in domestic currency: bear fixed interest rates from 2.4% p.a. to 14% p.a., resulting in a weighted average rate of 6.0% p.a. and variable 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., 100% of CDI, CDI + 1.0%, and General Market Price Index (IGP-M) plus 12% p.a. resulting, these variable interest, in a weighted average rate of 15.4% p.a.
Financing denominated in foreign currency: bear fixed interest rates of 0% to 9.38% p.a., resulting in a weighted average rate of 8.2% p.a. and variable interest rates of LIBOR plus 0.5% to 2.5% p.a., 1.92% p.a. over the YEN LIBOR, resulting in a weighted average rate of 2.3% p.a. The LIBOR and YEN LIBOR rates on 03/31/2006, semiannual payments were 5.14% p.a. and 0.0152% p.a., respectively.
Private Debentures: bear interest rates of 100% of CDI. The 1,300 private debentures that are non-convertible and cannot be swapped for stock of any kind were issued on January 27, 2001 at a unit price of R$ 1,000 and were fully subscribed by the Parent Company Brasil Telecom Participações S.A. The final maturity of these debentures balance is estimated to 7/27/2006, corresponding to 40% of the issued amount.
Public Debentures:Third Public Issue: 50,000 debentures non-convertible into shares 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.
On March 31, 2006 there were no own issuance debentures acquired.
04.01 -NOTES TO THE FINANCIAL STATEMENTS
Loans
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Loans with Parent Company | 51,137 | 58,798 | 51,137 | 58,798 |
Other Loans | - | - | 21,615 | 23,290 |
Total | 51,137 | 58,798 | 72,752 | 82,088 |
Current | 6,518 | 7,288 | 6,518 | 7,288 |
Long-term | 44,619 | 51,510 | 66,234 | 74,800 |
The loans balance with the Parent Company is restated according to the U.S. Dollar variation, plus interest of 1.75% p.a.
The amount recorded as Other Loans, at the amount of R$ 21,615 (R$ 23,290 on 12/31/05) refers to a VANTs debt with the former parent company. Such liability is due on 12/31/15, restated only by the U.S. dollar exchange variation.
Repayment Schedule
The long-term debt is scheduled to be paid in the following fiscal years:
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
2007 | 658,956 | 927,173 | 658,956 | 927,173 |
2008 | 514,687 | 510,736 | 514,687 | 510,736 |
2009 | 916,952 | 914,024 | 916,952 | 914,024 |
2010 | 412,408 | 409,718 | 412,408 | 409,718 |
2011 | 129,405 | 128,431 | 129,405 | 128,431 |
2012 | 7,065 | 7,613 | 7,065 | 7,613 |
As From 2013 | 448,072 | 481,958 | 487,281 | 521,146 |
Total | 3,087,545 | 3,379,653 | 3,126,754 | 3,418,841 |
Currency/index debt composition
PARENT COMPANY | CONSOLIDATED |
Restated by | 03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 |
TJLP (Long-Term Interest Rate) | 1,949,789 | 2,076,211 | 1,949,789 | 2,076,211 |
CDI | 1,054,115 | 1,108,226 | 1,054,115 | 1,108,226 |
US Dollars | 539,360 | 608,853 | 560,975 | 632,143 |
Yens | 399,512 | 431,947 | 399,512 | 431,947 |
Hedge of the Debt in Yens | 364,398 | 311,585 | 364,398 | 311,585 |
UMBNDES BNDES Basket of Currencies | 246,107 | 272,601 | 246,107 | 272,601 |
Hedge in UMBNDES | 37,296 | 37,630 | 37,296 | 37,630 |
IGP-M | 4,990 | 8,158 | 4,990 | 8,158 |
Hedge of the Debt in Dollars | 1,712 | (116) | 1,712 | (116) |
IGP-DI | 3,683 | 3,145 | 21,374 | 19,310 |
Other | 9,267 | 10,530 | 9,267 | 10,530 |
Total | 4,610,229 | 4,868,770 | 4,649,535 | 4,908,225 |
Guarantees
Loans and financing contracted are guaranteed by collateral of pledge of credit rights derived from the provision of telephony services and the Parent Companys surety.
04.01 -NOTES TO THE FINANCIAL STATEMENTSThe Company has hedge contracts on 44.6% (43.6% for the Consolidated) of its U.S. dollar-denominated and yen loans and financing with third parties and 20.4% of the debt in UMBNDES (basket of currencies) with the BNDES, to protect against significant fluctuations in the quotations of these debts restatement factors. Gains and losses on these contracts are recognized on an accrual basis.
35. LICENSES AND CONCESSIONS TO EXPLOIT SERVICES
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Personal Mobile Service | - | - |
304,523 |
295,300 |
Concession of STFC | 17,043 | - |
17,043 |
- |
Other Authorizations | - | - |
12,846 |
12,490 |
Total | 17,043 | - |
334,412 |
307,790 |
Current | 17,043 | - |
74,818 |
55,516 |
Long-term | - | - |
259,594 |
252,274 |
The authorizations for Personal Mobile Services (SMP) are represented by the terms signed, in 2002 and 2004, by the subsidiary 14 Brasil Telecom Celular S.A. with ANATEL, to offer SMP Services for the next fifteen years in the same area of operation where the Company has a concession for fixed telephony. Out 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 amortized in equal, consecutive annual installments, with maturities foreseen for the years 2006 to 2010 (balance of five installments), and 2007 to 2012 (balance of six installments), depending on the fiscal year when the agreements were executed. The remaining balance is adjusted by the variation of IGP-DI, plus 1% per month.
The concession of STFC refers to the provision established according to the accrual basis, taking as basis the application of 1% on the net revenue of taxes. According to the current concession agreement, the payment in favor of ANATEL will have a maturity every two years, defined for April of the odd years and will be equivalent to 2% of the net revenue estimated in the immediately previous year. The first payment is estimated for April 2007.
The amount of other authorizations on the quarter closing date belonged to VANT and refers to the authorization granted to the use of radiofrequency blocks associated with the exploitation of multimedia communication services, obtained from ANATEL. On April 2006 the transfer registration of such granting to BrTMultimídia took place, which assumed the outstanding balance, with a variation of the IGP-M, plus 1% a month. The settlement of this obligation will be paid in six equal, consecutive and annual installments, counted as from May 2006.
36. PROVISIONS FOR PENSION PLANS
They refer to the recognition of the actuarial deficit of the pension plans of defined benefit managed by FBrTPREV and Fundação 14 appraised by independent actuaries at the end of each fiscal year in accordance with Deliberation CVM 371/00.
To minimize the effects to be determined in the actuarial revaluation of the end of the year, the effects of the variation of INPC and pro-rata interest of 6% p.a. on the liabilities of the plans are monthly recognized, deduced from earnings of assets belonging to them. These charges recorded in the result in the quarter represented R$ 3,985. In the quarter, R$ 2,401 was also recognized, resulting from administrative costs and non-actuarial variation which took place in the liabilities of the foundations. Additionally, aiming to follow the increase expectation of the longevity of the participants of the sponsored plans, the Company contracted with its independent actuaries a study to enable to add to the recognized provision the economic effects of this trend, resulting in the complement of R$ 4,781 to the provision established.
The amount paid to Fundação BrTPREV in the quarter totaled R$ 34,179 (R$ 25,440 in 2005) and refers to the amortizing contributions and administrative costs.
The funds for sponsored supplementary pensions are detailed in Note 6.
PARENT COMPANY AND CONSOLIDATED |
03/31/06 | 12/31/05 | |
FBrTPREV BrTPREV, Alternativo and Fundador Plans | 704,900 | 727,915 |
Fundação 14 PAMEC Plan | 177 | 174 |
Total | 705,077 | 728,089 |
Current | 44,756 | 45,495 |
Long-term | 660,321 | 682,594 |
37. DEFERRED INCOME
There are contracts related to the assignment of telecommunications means, for which the customers made advances aimed at obtaining benefits in the future, forecast for realization in the following periods:
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
2006 | 519 | 691 | 5,847 | 8,910 |
2007 | 691 | 691 | 6,906 | 6,818 |
2008 | 691 | 691 | 6,906 | 6,818 |
2009 | 691 | 691 | 6,877 | 6,789 |
2010 | 691 | 691 | 6,728 | 6,640 |
2011 | 691 | 691 | 6,224 | 6,136 |
2012 | 691 | 691 | 6,224 | 6,136 |
2013 onwards | 685 | 685 | 37,032 | 36,340 |
TOTAL | 5,350 | 5,522 | 82,744 | 84,587 |
38. OTHER LIABILITIES
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 12/31/05 | 03/31/06 | 12/31/05 | |
Liabilities from Acquisition of Tax Credits | 37,946 | 37,301 | 37,946 | 37,301 |
CPMF - Suspended Collection | 27,669 | 27,114 | 27,669 | 27,114 |
Self-Financing Funds - Rio Grande do Sul Branch | 24,143 | 24,143 | 24,143 | 24,143 |
Allowance for Losses with Subsidiaries | 18,545 | 19,028 | - | - |
Bank Credits and Repeater Receivables under Processing | 10,245 | 9,296 | 10,858 | 9,860 |
Liabilities with Other Telecommunications Companies | 1,614 | 4,322 | 1,614 | 1,613 |
Advanced Receivables | 706 | 1,694 | 34,512 | 31,602 |
Self-Financing Installment Reimbursement - PCT | 1,026 | 1,185 | 1,026 | 1,185 |
Other | 4,061 | 6,083 | 9,039 | 14,019 |
Total | 125,955 | 130,166 | 146,807 | 146,837 |
Current | 79,218 | 83,383 | 116,559 | 117,138 |
Long-term | 46,737 | 46,783 | 30,248 | 29,699 |
Self-financing funds - Rio Grande do Sul branch
They correspond to the credits of capital participation, paid by engaged subscribers, for acquisition of the right of use of switched fixed telephone service, still under the elapsed self-financing modality. It happened that, as the shareholders of the Company had fully subscribed the capital increase made to repay in shares the credits for capital participation, there were no unsold shares to be delivered to the engaged subscribers. Part of these engaged subscribers, who did not accept the Companys Public Offering for return of the referred credits in cash, as established in article 171, paragraph 2, of Law 6,404/76, are awaiting resolution of the ongoing lawsuit, filed by the Public Prosecution Service and Other, aiming at reimbursement in shares.
Self-financing Installment Reimbursement PCTThis refers to the payment, either in cash or as offset installments in invoices for services of engaged subscribers derived from the Community Telephony Plan - PCT, in return to the obligation of repayment in shares. For these cases, there is settlement or judicial decision.
39. FUNDS FOR CAPITALIZATIONThe expansion plans (self-financing) were the means by which the telecommunications companies financed part of the network investments. With the issue of Administrative Rule 261/97 by the Ministry of Communications, this mechanism for raising funds was eliminated, and the existing amount of R$ 7,974 (R$ 7,974 on 12/31/05) 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 Telephony Plant PCT. For reimbursement in shares, it is necessary to await the judicial ruling on the suits brought by the interested parties.
40. EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION - EBITDA
The EBITDA, reconciled with the operating income, is as follows:
PARENT COMPANY | CONSOLIDATED |
03/31/06 | 03/31/05 | 03/31/06 | 03/31/05 | |
Operating Income | 72,820 | 116,051 | 34,202 | 37,246 |
Financial Expenses, Net | 106,316 | 118,345 | 126,415 | 123,099 |
Depreciation | 553,253 | 569,255 | 650,028 | 646,302 |
Amortization of Goodwill/Negative Goodwill in Acquisition of Investments (1) | 5,518 | 5,518 | 19,618 | 24,214 |
EBITDA | 737,907 | 809,169 | 830,263 | 830,861 |
Net Operating Revenue | 2,298,532 | 2,308,122 | 2,476,897 | 2,447,576 |
EBITDA Margin | 32.1% | 35.1% | 33.5% | 33.9% |
41. COMMITMENTS
Services Rendered due to Acquisition of Assets
BrT SCS Bermuda 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 approximately eighteen years.
42. INFORMATION PER BUSINESS SEGMENT CONSOLIDATED
Information per segments is presented in relation to the Company and its subsidiaries business, which was identified based on their performance and management structure, as well as the internal management information.
The operations carried out among the business segments presented were based on conditions equivalent to the market.
The income by segment, as well as the equity items presented, takes into consideration the items directly attributable to the segment, also taking into account those which can be allocated on reasonable basis.
03/31/06 | |||||
Fixed Telephony and Data Communication |
Mobile Telephony |
Internet | Elimination among Segments |
Consolidated | |
Gross Operating Revenue | 3,404,058 | 329,456 | 90,647 | (169,274) | 3,654,887 |
Deductions from Gross Revenue | (1,060,866) | (106,860) | (10,857) | 593 | (1,177,990) |
Net Operating Revenue | 2,343,192 | 222,596 | 79,790 | (168,681) | 2,476,897 |
Cost of Services Rendered and Goods Sold | (1,459,615) | (214,057) | (48,002) | 152,413 | (1,569,261) |
Gross Income | 883,577 | 8,539 | 31,788 | (16,268) | 907,636 |
Operating Expenses, Net | (606,781) | (125,602) | (30,942) | 16,306 | (747,019) |
Sale of Services | (286,100) | (96,944) | (21,094) | 29,722 | (374,416) |
General and Administrative Expenses | (272,395) | (33,753) | (16,265) | 4,441 | (317,972) |
Other Operating Expenses, Net | (48,286) | 5,095 | 6,417 | (17,857) | (54,631) |
Operating Income (Loss) Before Financial Revenues (Expenses) | 276,796 | (117,063) | 846 | 38 | 160,617 |
Trade Accounts Receivable | 2,087,915 | 148,330 | 52,161 | (145,710) | 2,142,396 |
Inventories | 4,474 | 75,782 | - | - | 80,256 |
Fixed Assets, Net | 6,422,849 | 1,274,820 | 68,146 | - | 7,765,815 |
03/31/05 | |||||
Fixed Telephony and Data Communication |
Mobile Telephony |
Internet | Elimination among Segments |
Consolidated | |
Gross Operating Revenue | 3,319,273 | 182,531 | 138,978 | (172,051) | 3,468,731 |
Deductions from Gross Revenue | (953,784) | (50,886) | (16,483) | (2) | (1,021,155) |
Net Operating Revenue | 2,365,489 | 131,645 | 122,495 | (172,053) | 2,447,576 |
Cost of Services Rendered and Goods Sold | (1,451,322) | (185,094) | (84,858) | 134,245 | (1,587,029) |
Gross Income | 914,167 | (53,449) | 37,637 | (37,808) | 860,547 |
Operating Expenses, Net | (551,073) | (147,414) | (39,526) | 37,811 | (700,202) |
Sale of Services | (285,997) | (107,331) | (24,252) | 46,831 | (370,749) |
General and Administrative Expenses | (264,668) | (25,371) | (15,446) | 1,897 | (303,588) |
Other Operating Expenses, Net | (408) | (14,712) | 172 | (10,917) | (25,865) |
Operating Income (Loss) Before Financial Revenues (Expenses) | 363,094 | (200,863) | (1,889) | 3 | 160,345 |
12/31/05 | |||||
Fixed Telephony and Data Communication |
Mobile Telephony |
Internet | Elimination among Segments |
Consolidated | |
Trade Accounts Receivable | 2,055,750 | 186,143 | 62,918 | (151,998) | 2,152,813 |
Inventories | 5,372 | 77,672 | - | (9) | 83,035 |
Fixed Assets, Net | 6,814,782 | 1,339,182 | 70,985 | - | 8,224,949 |
43. SUBSEQUENT EVENTS
Retention of Cash and Cash Equivalents
As from April 11, 2006 Banco do Brasil made retentions in the investment funds accounts, integrating the high-liquid investments of the Company and Freelance S.A., in the amounts of R$ 91,439 and R$ 100,000, respectively, resulting in the consolidated retained amount of R$ 191,439. The retention arises from the non-compliance with certain financial indices set forth in the financing agreements that the Company maintains with BNDES, as mentioned in note 5.h. The retained amounts were the purpose of reclassification of the item cash and cash equivalents to the item of contractual retentions, note 24.
The retained amount will be normally remunerated while it remains in the block condition. The release will take place from the moment the Company resets the financial indices defined in the agreements entered into with BNDES or is successful in the adequacy of the financial covenants entered into.
Material FactBelow there is the material fact published after March 31, 2006 concerning the Merger Agreement mentioned in note 5.i:
I Material Fact as of May 2, 2006:BRASIL TELECOM PARTICIPAÇÕES S.A. and BRASIL TELECOM S.A., (jointly denominated Brasil Telecom Group), based on Article 157 of Law 6,404/76 and on the Instruction 358/02 of CVM Brazilian Securities and Exchange Commission, inform the reception of a correspondence via facsimile, dated as of May 2, 2006, signed by TIM International N.V. (TIMINT) and TIM Brasil Serviços e Participações S.A. (TIMB).
By means of this correspondence, Brasil Telecom S.A. and 14 Brasil Telecom Celular S.A. (jointly denominated Companies), were informed about the termination, by TIMINT and TIMB, of the Merger Agreement, entered into on April 28, 2005, among the Companies, TIMINT and TIMB. In the same correspondence, TIMINT and TIMB pointed out their supposed rights under clauses 10.3 and 11.10 of the Merger Agreement.
The Merger Agreement is the purpose of arbitration initiated by the Companies against TIMINT and TIMB, according to the Material Fact published on March 16, 2006.
Brasil Telecom Group reaffirms its commitment to maintain high transparency and corporate governance standards, as well to continue to value its investors, customers, employees and partners.
Brasília, May 2, 2006.
-.-.-.-.-.-.-.-.-.-.-
05.01 COMMENTS ON THE COMPANYS PERFORMANCE IN THE QUARTER |
See Comments on the Consolidated Performance in the Quarter
1 CODE | 2 - ACCOUNT DESCRIPTION | 3 03/31/2006 | 4 12/31/2005 |
1 | TOTAL ASSETS | 14,895,848 | 16,107,453 |
1.01 | CURRENT ASSETS | 4,511,621 | 5,271,687 |
1.01.01 | CASH AND CASH EQUIVALENTS | 846,317 | 1,730,083 |
1.01.02 | CREDITS | 2,142,696 | 2,152,813 |
1.01.02.01 | ACCOUNTS RECEIVABLE FROM SERVICES | 2,142,696 | 2,152,813 |
1.01.03 | INVENTORIES | 80,256 | 83,035 |
1.01.04 | OTHER | 1,442,352 | 1,305,756 |
1.01.04.01 | LOANS AND FINANCING | 5,805 | 3,962 |
1.01.04.02 | DEFERRED AND RECOVERABLE TAXES | 1,049,033 | 1,122,548 |
1.01.04.03 | JUDICIAL DEPOSITS | 33,589 | 31,465 |
1.01.04.04 | CONTRACTUAL RETENTIONS | 191,439 | 0 |
1.01.04.05 | OTHER ASSETS | 162,486 | 147,781 |
1.02 | LONG-TERM ASSETS | 1,458,135 | 1,438,299 |
1.02.01 | SUNDRY CREDITS | 0 | 0 |
1.02.02 | CREDITS WITH RELATED PARTIES | 0 | 0 |
1.02.02.01 | FROM ASSOCIATED COMPANIES | 0 | 0 |
1.02.02.02 | FROM SUBSIDIARIES | 0 | 0 |
1.02.02.03 | FROM OTHER RELATED PARTIES | 0 | 0 |
1.02.03 | OTHER | 1,458,135 | 1,438,299 |
1.02.03.01 | LOANS AND FINANCING | 3,300 | 5,211 |
1.02.03.02 | DEFERRED AND RECOVERABLE TAXES | 1,236,330 | 1,225,631 |
1.02.03.03 | INCOME SECURITIES | 2,788 | 2,604 |
1.02.03.04 | JUDICIAL DEPOSITS | 146,400 | 137,635 |
1.02.03.05 | INVENTORIES | 0 | 0 |
1.02.03.06 | OTHER ASSETS | 69,317 | 67,218 |
1.03 | PERMANENT ASSETS | 8,926,092 | 9,397,467 |
1.03.01 | INVESTMENTS | 355,627 | 390,463 |
1.03.01.01 | ASSOCIATED COMPANIES | 4 | 4 |
1.03.01.02 | SUBSIDIARIES | 0 | 0 |
1.03.01.03 | OTHER INVESTMENTS | 355,623 | 390,459 |
1.03.02 | PROPERTY, PLANT AND EQUIPMENT | 7,765,815 | 8,224,949 |
1.03.03 | DEFERRED CHARGES | 804,650 | 782,055 |
06.02 - CONSOLIDATED BALANCE SHEET - LIABILITIES (IN THOUSANDS OF REAIS)
1 CODE | 2 - ACCOUNT DESCRIPTION | 3 03/31/2006 | 4 12/31/2005 |
2 | TOTAL LIABILITIES | 14,895,848 | 16,107,453 |
2.01 | CURRENT LIABILITIES | 4,512,940 | 5,363,295 |
2.01.01 | LOANS AND FINANCING | 968,666 | 881,158 |
2.01.02 | DEBENTURES | 554,115 | 608,226 |
2.01.03 | SUPPLIERS | 1,377,007 | 1,786,535 |
2.01.04 | TAXES, DUTIES AND CONTRIBUTIONS | 895,734 | 975,654 |
2.01.04.01 | INDIRECT TAXES | 821,767 | 776,527 |
2.01.04.02 | TAXES ON INCOME | 73,967 | 199,127 |
2.01.05 | DIVIDENDS PAYABLE | 61,109 | 376,579 |
2.01.06 | PROVISIONS | 246,457 | 265,134 |
2.01.06.01 | PROVISIONS FOR CONTINGENCIES | 201,701 | 219,639 |
2.01.06.02 | PROVISIONS FOR PENSION PLAN | 44,756 | 45,495 |
2.01.07 | DEBTS WITH RELATED PARTIES | 0 | 0 |
2.01.08 | OTHER | 409,852 | 470,009 |
2.01.08.01 | PAYROLL AND SOCIAL CHARGES | 74,806 | 78,214 |
2.01.08.02 | CONSIGNMENTS IN FAVOR OF THIRD PARTIES | 116,244 | 154,696 |
2.01.08.03 | EMPLOYEE PROFIT SHARING | 27,425 | 64,445 |
2.01.08.04 | LICENSE FOR OPERATING TELECOMS SERVICES | 74,818 | 55,516 |
2.01.08.05 | OTHER LIABILITIES | 116,559 | 117,138 |
2.02 | LONG-TERM LIABILITIES | 4,782,173 | 5,146,312 |
2.02.01 | LOANS AND FINANCING | 2,626,754 | 2,918,841 |
2.02.02 | DEBENTURES | 500,000 | 500,000 |
2.02.03 | PROVISIONS | 1,072,843 | 1,112,684 |
2.02.03.01 | PROVISION FOR CONTINGENCIES | 412,522 | 430,090 |
2.02.03.02 | PROVISION FOR PENSION PLAN | 660,321 | 682,594 |
2.02.04 | RELATED PARTY DEBTS | 0 | 0 |
2.02.05 | OTHER | 582,576 | 614,787 |
2.02.05.01 | PAYROLL AND SOCIAL CHARGES | 0 | 0 |
2.02.05.02 | SUPPLIERS | 22,081 | 21,357 |
2.02.05.03 | INDIRECT TAXES | 257,625 | 294,070 |
2.02.05.04 | TAXES ON INCOME | 5,054 | 9,413 |
2.02.05.05 | LICENSE FOR OPERATING TELECOMS SERVICES | 259,594 | 252,274 |
2.02.05.06 | OTHER LIABILITIES | 30,248 | 29,699 |
2.02.05.07 | FUNDS FOR CAPITALIZATION | 7,974 | 7,974 |
2.03 | DEFERRED INCOME | 82,744 | 84,587 |
2.04 | MINORITY INTEREST | 16,361 | 16,652 |
2.05 | SHAREHOLDERS EQUITY | 5,501,630 | 5,496,607 |
2.05.01 | CAPITAL | 3,435,788 | 3,435,788 |
2.05.02 | CAPITAL RESERVES | 1,362,897 | 1,362,890 |
2.05.02.01 | GOODWILL ON SHARE SUBSCRIPTION | 334,825 | 334,825 |
2.05.02.02 | SPECIAL GOODWILL ON THE MERGER | 59,007 | 59,007 |
06.02 - CONSOLIDATED BALANCE SHEET - LIABILITIES (IN THOUSANDS OF REAIS)
1 CODE | 2 - ACCOUNT DESCRIPTION | 3 03/31/2006 | 4 12/31/2005 |
2.05.02.03 | DONATIONS AND FISCAL INCENTIVES FOR INVESTMENTS | 123,558 | 123,551 |
2.05.02.04 | INTEREST ON WORKS IN PROGRESS | 745,756 | 745,756 |
2.05.02.05 | SPECIAL MONETARY CORRECTION-LAW 8200/91 | 31,287 | 31,287 |
2.05.02.06 | OTHER CAPITAL RESERVES | 68,464 | 68,464 |
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 | 287,672 | 287,672 |
2.05.04.01 | LEGAL | 287,672 | 287,672 |
2.05.04.02 | STATUTORY | 0 | 0 |
2.05.04.03 | CONTINGENCIES | 0 | 0 |
2.05.04.04 | REALIZABLE PROFITS RESERVES | 0 | 0 |
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/ACCUMULATED DEFICIT | 415,273 | 410,257 |
1 - CODE | 2 DESCRIPTION | 3 01/01/2006 TO 03/31/2006 | 4 - 01/01/2006 TO 03/31/2006 | 5 01/01/2005 TO 03/31/2005 | 6 - 01/01/2005 TO 03/31/2005 |
3.01 | GROSS REVENUE FROM SALES AND/OR SERVICES | 3,654,887 | 3,654,887 | 3,468,731 | 3,468,731 |
3.02 | DEDUCTIONS FROM GROSS REVENUE | (1,177,990) | (1,177,990) | (1,021,155) | (1,021,155) |
3.03 | NET REVENUE FROM SALES AND/OR SERVICES | 2,476,897 | 2,476,897 | 2,447,576 | 2,447,576 |
3.04 | COST OF GOODS AND/OR SERVICES SOLD | (1,569,261) | (1,569,261) | (1,587,029) | (1,587,029) |
3.05 | GROSS PROFIT | 907,636 | 907,636 | 860,547 | 860,547 |
3.06 | OPERATING EXPENSES/REVENUES | (873,434) | (873,434) | (823,301) | (823,301) |
3.06.01 | SELLING EXPENSES | (374,416) | (374,416) | (370,749) | (370,749) |
3.06.02 | GENERAL AND ADMINISTRATIVE EXPENSES | (317,972) | (317,972) | (303,588) | (303,588) |
3.06.03 | FINANCIAL | (126,415) | (126,415) | (123,099) | (123,099) |
3.06.03.01 | FINANCIAL INCOME | 71,407 | 71,407 | 144,086 | 144,086 |
3.06.03.02 | FINANCIAL EXPENSES | (197,822) | (197,822) | (267,185) | (267,185) |
3.06.04 | OTHER OPERATING INCOME | 81,586 | 81,586 | 82,485 | 82,485 |
3.06.05 | OTHER OPERATING EXPENSES | (136,217) | (136,217) | (108,350) | (108,350) |
3.06.06 | EQUITY IN THE EARNINGS OF SUBSIDIARIES AND ASSOCIATED COMPANIES | 0 | 0 | 0 | 0 |
3.07 | OPERATING INCOME | 34,202 | 34,202 | 37,246 | 37,246 |
3.08 | NON-OPERATING INCOME | (2,669) | (2,669) | (35,558) | (35,558) |
3.08.01 | REVENUES | 6,786 | 6,786 | 14,658 | 14,658 |
3.08.02 | EXPENSES | (9,455) | (9,455) | (50,216) | (50,216) |
3.09 | INCOME (LOSS) BEFORE TAXES AND MINORITY INTEREST | 31,533 | 31,533 | 1,688 | 1,688 |
3.10 | PROVISION FOR INCOME TAX AND SOCIAL CONTRIBUTION | (25,610) | (25,610) | 2,304 | 2,304 |
3.11 | DEFERRED INCOME TAX | 0 | 0 | 0 | 0 |
3.12 | STATUTORY INTEREST/CONTRIBUTIONS | 0 | 0 | 0 | 0 |
3.12.01 | INTEREST | 0 | 0 | 0 | 0 |
07.01 - CONSOLIDATED STATEMENT OF INCOME (IN THOUSANDS OF REAIS)
1 - CODE | 2 DESCRIPTION | 3 01/01/2006 TO 03/31/2006 | 4 - 01/01/2006 TO 03/31/2006 | 5 01/01/2005 TO 03/31/2005 | 6 - 01/01/2005 TO 03/31/2005 |
3.12.02 | CONTRIBUTIONS | 0 | 0 | 0 | 0 |
3.13 | REVERSAL OF INTEREST ON SHAREHOLDERS EQUITY | 0 | 0 | 0 | 0 |
3.14 | MINORITY INTEREST | (907) | (907) | (1,188) | (1,188) |
3.15 | INCOME (LOSS) FOR THE PERIOD | 5,016 | 5,016 | 2,804 | 2,804 |
NUMBER OF OUTSTANDING SHARES, EX-TREASURY | |||||
(THOUSAND) | 541,620,181 | 541,620,181 | 541,618,899 | 541,618,899 | |
EARNINGS PER SHARE | 0.00001 | 0.00001 | 0.00001 | 0.00001 | |
LOSS PER SHARE |
08.01 - COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
PERFORMANCE REPORT 1st QUARTER 2006
The performance report presents the consolidated figures of Brasil Telecom S.A. and its
subsidiaries, as mentioned in Note1 of this Quarterly Information.
OPERATING PERFORMANCE (not reviewed by independent auditors)
Fixed Telephony
Plant
Operating Data | 1Q06 | 4Q05 | 1Q06/4Q05 | |||
(%) | ||||||
Lines Installed (thousand) | 10,814 | 10,816 | - | |||
Additional Lines Installed (thousand) | (2) | 20 | N.A. | |||
Lines in Service - LES (thousand) | 9,543 | 9,560 | (0.2) | |||
- Residential (thousand) | 6,043 | 6,103 | (1.0) | |||
- Non-residential (thousand) | 1,432 | 1,439 | (0.5) | |||
- Public Telephones TUP (thousand) | 295 | 297 | (0.6) | |||
- Prepaid (thousand) | 317 | 314 | 0.9 | |||
- Hybrid (thousand) | 826 | 783 | 5.5 | |||
- Other (includes PABX) (thousand) | 630 | 624 | 0.9 | |||
Additional Lines in Service (thousand) | (17) | 11 | N.A. | |||
Average Lines in Service - LMES (thousand) | 9,552 | 9,555 | - | |||
LES/100 Inhabitants | 22 | 22 | (0.6) | |||
TUP/1,000 Inhabitants | 7 | 7 | (0.6) | |||
TUP/100 Lines Installed | 3 | 3 | 1.1 | |||
Utilization Rate (in Service/Installed) | 88.2% | 88.4% | (0.2)p.p. | |||
Digitalization Rate | 100.0% | 100.0% | - | |||
Fixed Plant | The utilization rate was steady during 1Q06 and reached 88.2% in March. BrT has a technical reserve of nearly 1.3 million lines installed in order to immediately meet a demand increase, without the need of additional investments. At the end of 1Q06, Brasil Telecoms plant was comprised of 10.8 million lines installed, 9.5 million of which were in service. |
The participation of the hybrid terminal LigMix in the plant in service reached 8.7% by the end of March, compared to 8.2% in December. The hybrid terminal is available in the centers with idle capacity upon verification of
customers default, or in marketing campaigns targeted at low income customers. |
Traffic
Operating Data | 1Q06 | 4Q05 | 1Q06/4Q05 | |||
(%) | ||||||
Exceeding Pulses (million) | 2,291 | 2,391 | (4.2) | |||
VC-1 (million minutes) | 745 | 802 | (7.1) | |||
Domestic Long Distance - LDN (million minutes) | 1,427 | 1,439 | (0.8) | |||
VC-2 (million minutes) | 153 | 146 | 4.3 | |||
VC-3 (million minutes) | 105 | 101 | 3.5 | |||
Domestic Long Distance - LDN (million minutes) | 1,427 | 1,439 | (0.8) | |||
Exceeding Pulses/LMES/month | 80.0 | 83.4 | (4.2) | |||
Minutes LDN/LMES/month | 26.0 | 28.0 | (7.1) | |||
Fixed-Mobile Minutes/LMES/month | 35.0 | 36.6 | (4.5) | |||
Exceeding Local Pulses |
In 1Q06, Brasil Telecom reached 2.3 billion exceeding pulses, representing a 4.2% reduction compared to 4Q05. This variation results from the seasonality, once the first quarter coincides with vacation and carnival period and the weighing of business days is lower than the average presented in other quarters of the year. The increase in the plant of ADSL accesses and the expansion of the mobile plant also contributed to this performance. |
Long-Distance Traffic |
Long-distance traffic decreased 0.8% compared to the 4Q05 and totaled 1.4 billion minutes in 1Q06. The factors that explain this reduction are the seasonality and the higher competition. |
LD Market Share | Brasil Telecom closed 1Q06 with a 61.3% market share in the inter-regional segment and a 34.9% share in the international segment (quarterly average). |
Brasil Telecom ended March with an average quarterly market share of 84.9% in the intra-regional segment, 2.0 p.p. higher than the 82.9% recorded in 1Q05. In the inter-regional and international segments, Brasil Telecom conquered 10.3 p.p. and 5.8
p.p., respectively, of market share in 12 months. |
|
Mobile Telephony
Operating Data | 1Q06 | 4Q05 | 1Q06/4Q05 | |||
(%) | ||||||
Customers (thousand) | 2,460 | 2,213 | 11.2 | |||
Postpaid | 820 | 693 | 18.4 | |||
Prepaid | 1,640 | 1,520 | 7.9 | |||
Gross Additions (thousand) | 399 | 661 | (39.7) | |||
Postpaid | 152 | 260 | (41.8) | |||
Prepaid | 247 | 401 | (38.3) | |||
Cancellations (thousand) | 152 | 125 | 21.8 | |||
Postpaid | 24 | 24 | 1.9 | |||
Prepaid | 128 | 101 | 26.5 | |||
Annual Churn | 26.0% | 25.6% | 0.3p.p. | |||
Postpaid | 12.9% | 16.6% | -3.8p.p. | |||
Prepaid | 32.3% | 29.4% | 2.8p.p. | |||
Customer Acquisition Cost (SAC) | 137 | 188 | (27.2) | |||
Market Share | 9.4% | 8.7% | 0.7p.p. | |||
Assisted Locations | 782 | 782 | - | |||
% Coverage | 86.0% | 86.0% | -0.1p.p. | |||
Base Stations (ERBs) | 2,123 | 2,117 | 0.3 | |||
Commutation and Control Centers (CCCs) | 8 | 8 | - | |||
Employees | 735 | 1,069 | (31.2) | |||
Mobile Accesses | BrT Móvel reached 2,460.0 thousand mobile accesses in service, representing a net addition of 247.2 thousand accesses in the quarter. This figure represents 31.4% of the target estimated for December 2006. At the end of 1Q06, BrT Móvels customer portfolio was 11.2% higher than that of 4Q05 and, compared to the same quarter of 2005, there was a 145.1% increase. During 12 months, BrT Móvel sold 1.9 million accesses. |
Customer Base Mix |
By the end of March, the mobile plant was composed of 820.2 thousand postpaid plan subscribers (33.3% of the BrT Móvels customer base) which showed the highest share in postpaid among the operators present in Brazil which disclose information. |
Coverage | During 1Q06, BrT Móvel increased to 3,333 the number of points of sale and maintained its coverage area in 782 locations, reaching 86% of the population in the Region II. |
Market Share | By the end of 1Q06, BrT Móvel reached a 9.4% market share in its operating area, compared to 4.8% in 1Q05. In the Midwest and North Regions, BrT Móvel reached an 11.9% share, surpassing the third operator. |
ADSL Accesses | During 1Q06, Brasil Telecom added 70.2 thousand accesses to its plant, amounting to 1,084.1 thousand broadband accesses in service by the end of March 2006, a 6.9% and 73.4% increase compared to 4Q05 and 1Q05, respectively. |
The residential market had a 93.7% share in the total broadband accesses at the end of 1Q06, and the corporate market had a 6.3% share. |
BrTurbo, iG and iBest |
Brasil Telecom Internet is a leader in the provision of dialed internet access in the Brazilian market and generated, by means of its three providers, 9 billion minutes in 1Q06. There are approximately 1 million customers of paid services, which include the provision of broadband access and value-added services. |
iBest consolidated its position as the largest dialed access provided in the Region II, with a market share estimated at 52% in 1Q06. It is present in more than 1,800 cities, it has approximately 11 million registered users and 1.5 million active users. |
|
iG generated, in 1Q06, a traffic of 4.6 billion minutes, being the leader in this concept in the Regions I and III. It is present in more than 1,200 cities, it has 16.2 registered users and 2.0 million active users. The customer base of broadband access of iG grew 16% compared to 2005, reaching 209 thousand customers at the end of 1Q06. |
|
BrTurbo reached 580 thousand customers in the Region II at the end of 1Q06, a 6% growth compared to the 2005 base. Approximately 57% of broadband access customers of Brasil Telecom were subscribers of BrTurbo. |
|
At the end of 1Q06, Brasil Telecom counted on 793 thousand broadband customers all over Brazil. |
|
Local Service | The local service gross revenue reached R$ 1,769.1 million in 1Q06, 2.8% lower than that recorded in 4Q05. Out of the total of the local service revenue, 70.6% came from subscription and service measured revenue, and 28.5% represented revenues with VC-1 calls. |
Gross revenue with VC-1 calls reached R$ 503.5 million in 1Q06, 3.2% lower than the one in 4Q05, reflecting the traffic drop. The fall trend of VC-1 traffic has been proved since the second half of 2005, as a reflection of the aggressive promotional campaigns of mobile operators focused on mobile-mobile traffic. Compared to 1Q05, the gross revenue with VC-1 calls was 2.4% lower, in spite of the 7.99% readjustment in the VC-1 fee applied as from July 12, 2005. |
|
In the first quarter, subscription gross revenue reached R$ 893.3 million, a 0.9% reduction compared to the R$ 901.2 million recorded in 4Q05, due to the reduction of 17 thousand lines in the service plant, as well as due to the increase of 42.6 thousand hybrid lines, whose monthly subscription of R$ 28.00 is 27.4% lower than the fee charged in the basic plan, taking as basis the Federal District. It is important to mention a reclassification promoted by Brasil Telecom in 1Q06, which transferred from the subscription revenue, the revenue coming from the Additional Franchise plan to the service measured. |
|
The gross revenue with service measured totaled R$ 355.6 million in 1Q06, 5.9% lower than the one in 4Q05, reflecting the seasonal effect of the period and the commercialization of ADSL accesses, which caused a 4.2% drop in the volume of exceeding pulses, and the average fee lower than the Local Basic Plan practiced in the Additional Franchise plans. Compared to 1Q05, the gross revenue with service measured was 4.5% higher, mainly due to the 7.27% fee readjustment applied as from July 3, 2005. |
|
Public Telephony | Public telephony gross revenue reached R$ 127.9 million in 1Q06, 12.2% lower than the revenue reached in 4Q05 and 47.1% higher than the revenue of 1Q05. The variation compared to 4Q05 is mainly explained by the 8.4% reduction in credits sales. The increase against 1Q05 was influenced by the fee readjustment of 7.37% in the credit rate of payphone card and by the launch of Brasil Virtual Cel, which transferred, in that quarter, R$ 42.6 million from the public telephony revenue to BrT Móvel. Brasil Virtual Cel was discontined in April 2005. |
Long Distance | Gross revenue from LD services amounted to R$ 703.9 million in 1Q06, representing a 0.3% reduction compared to 4Q05. This performance was affected by the 0.8% drop in traffic. Compared to 1Q05, LD revenue was 6.8% lower due to the 11.7% reduction in traffic, offset by the 2.94% fee readjustment applied as from July 3, 2005. |
Interconnection | Interconnection revenue in 1Q06 was R$ 108.5 million, a 26.9% and 34.1% reduction compared to 4Q05 and to 1Q05, which was due to the TU-RL drop. This fee started corresponding to 50% of the value of the local minute of the Basic Plan as from January 1, 2006. TU-RL is R$ 0.03679, against R$ 0.04548 in 4Q05. |
Data Communication | In 1Q06, gross revenue from data communication and other services of the main activity added up to R$ 538.4 million, a 2.6% reduction compared to the previous quarter and a 28.0% increase compared to 1Q05. Compared to 4Q05 the performance reflects the reduction of R$ 23.9 million in the revenue coming from traffic fomentation in internet providers, which had their agreements with the other telecommunications operators renegotiated at the end of 2005. With the drop of TU- RL, the risk resulting from the interconnection regime was reduced, generating a pressure in the prices practiced. On the other hand, we point out the growth of network formation services (IP Turbo, Serviço Plus, IP Dedicado) and the 6.9% raise in ADSL accesses in service. |
Mobile Telephony | In 1Q06, mobile telephony consolidated gross revenue totaled R$ 227.6 million, of which R$ 173 million referred to services and R$ 54.6 million to handsets and accessories sales. This performance represents a 9.8% reduction compared to 4Q05 and a 54.8% increase compared to 1Q05. |
Compared to 4Q05 and 1Q05, the mobile telephony services gross revenue of 1Q06 surpassed by 26.6% and 73.7%, respectively, due to the increase in the customer portfolio. The gross revenue with handsets and accessories sales was 52.8% lower than the one recorded in 4Q05, for sales channels were provided by purchases made at the end of 2005. | |
Mobile Telephony ARPU |
Total mobile telephony ARPU recorded in 1Q06 was R$ 26.6. ARPU referring to postpaid accesses was R$ 40.0 and ARPU related to prepaid was R$ 20.1. Compared to 4Q05, postpaid ARPU decreased by 7.5% due to the higher representativeness of the Control Plan in the total of postpaid accesses. |
Consolidated Net Revenue |
The consolidated net revenue of Brasil Telecom reached R$ 2,476.9 million in 1Q06, 4.4% lower than in 4Q05 and 1.2% higher than the one in 1Q05. |
Costs and Expenses
Operating Costs and Expenses |
In 1Q06, operating costs and expenses totaled R$ 2,316.3 million, against R$ 2,948.7 million in 4Q05 and R$ 2,287.2 million in 1Q05. The items that considerably influenced the variation of 1Q06 compared to 4Q05 were: provisions and losses (-61.8%), other (-53.8%), material (-49.2%), advertising and marketing (-68.1%) and personnel (+17.1%). |
|
Number of Employees | At the end of 1Q06, 5,420 employees worked in the fixed telephony segment of Brasil Telecom, compared to 5,803 in the previous quarter. BrT Móvel ended 1Q06 with 735 employees, against 1,069 in 4Q05. By the end of March, 6,155 people worked in the Group, a 10.4% reduction compared to December. |
|
Personnel | In 1Q06, personnel costs and expenses reached R$ 189.2 million, a 17.1% increase compared to the previous quarter. This variation results from indemnities due to the reduction in the staff which totaled R$ 44.1 million. In addition, personnel costs and expenses were influenced by Collective Bargaining Agreement in force as from January 2006, which resulted in an average salary adjustment of 6.0%. |
|
Third-party Services |
Costs and expenses with third-party services, excluding interconnection and advertising & marketing, totaled R$ 540.9 million in 1Q06, 10.8% lower than the amounts assessed in the previous quarter. The variation in third-party costs and services in 1Q06 compared to 4Q05, results from: |
|
|
Reduction of R$ 28.3 million in costs and expenses with negotiation and intermediation, due to the 39.7% drop in the volume of handsets sold in 1Q06, which generated expenses with commission of sales lower than the ones recorded in
4Q05; |
|
|
Reduction of R$ 4.3 million in costs and expenses with consulting; and |
|
|
Reduction of R$ 5.0 million in costs and expenses with call center services. |
Interconnection | Interconnection costs totaled R$ 498.5 million in 1Q06, a 3.1% and 13.5% reductioncompared to 4Q05 and 1Q05, respectively. This better performance reflects the scale gain of BrT Móvel, the 19.1% drop in TU-RL and the change in the profile of VC traffic, in which VC-1 calls, responsible for the larger portion of the interconnection cost (VU-M), reduced their share compared to the total traffic. |
Advertising and Marketing |
Advertising & marketing expenses totaled R$ 20.4 million in 1Q06, a 68.1% reduction compared to 4Q05 resulting from the integrated communication strategy between the fixed and mobile operations and the seasonality observed in the last quarter of the year due to Christmas advertising campaigns. |
Accounts Receivable Losses(PCCR)/ Operating Gross Revenue (ROB) |
The Accounts Receivable Losses (PCCR) and the gross revenue ratio in 1Q06 was 3.1%, against 4.1% in 4Q05. The accounts receivable losses totaled R$ 112.8 million in 1Q06, 28.4% lower than in 4Q05. In December, Brasil Telecom made additional provisions in the amount of R$ 74 million, relating to risks of losses in accounts of customers submitted to co-billing. Not considering the extraordinary effect, PCCR of 1Q06 would have surpassed by R$ 29.4 million PCCR of 4Q05. |
Provisions for Contingencies |
In 1Q06, provisions for contingencies totaled R$ 75.1 million, a R$ 259.7 million reduction compared to 4Q05, when extraordinary adjustments of R$ 275 million were recorded: (i) R$ 198 million relating to probable risks resulting from judicial and administrative proceedings and (ii) R$ 77 million resulted from reversal of tax credits, specially ICMS on consumption of electric power and materials used in the plant maintenance. Not considering the extraordinary effect, the provisions for contingencies accounted in 1Q06 surpassed by R$ 15.3 million the ones of the previous quarter, reflecting updates in the judicial proceedings in course. |
Materials | Material costs and expenses totaled R$ 83.9 million in 1Q06, a 49.2% reduction compared to 4Q05, mainly explained by the 39.7% reduction in the number of cell phones sold in the period. Material costs and expenses of BrT Móvel totaled R$ 60.8 million, representing 72.6% of the total material costs and expenses recorded by the Group. |
Other Operating Costs and Expenses/Revenues |
Other operating costs and expenses amounted to R$ 126.0 million in 1Q06, a 53.8% reduction compared to 4Q05. In 4Q05, provisions which totaled R$ 210 million were made, R$ 171 million of which was related to adjustments in actuarial calculations and R$ 39.4 million referring, mainly, to provisions related to the change in the calculation base of FUST (Fund for Universalization of Telecommunications Service). Not considering the extraordinary effect, other operating costs and expenses in 1Q06 were R$ 63.5 million worse compared to the previous quarter. This difference results from agreements entered into in 4Q05 with operators of the sector, as well from the reception of bonus arising from the achievement of cell phone sales targets in the same quarter. In 1Q06, R$ 17.0 million referring to burden resulting from the postponement of concession agreements was recorded, equivalent to 2%
, every two years, of the STFC revenue, net of taxes and social contributions. |
R$ 830.3 million EBITDA |
Brasil Telecoms consolidated EBITDA was R$ 830.3 million in 1Q06. The consolidated EBITDA margin reached 33.5% in 1Q06. In 4Q05, the adjusted EBITDA reached R$ 874.9 million, representing an adjusted EBITDA margin of 33.8%. |
EBITDA of BrT Móvel stood negative at R$ 40.3 million in 1Q06, representing a negative EBITDA margin of 18.1%. Despite of not being a mature operation yet, the performance of BrT Móvel in 1Q06 was a lot higher than the one observed in the previous quarter, due to the increase in the subscriber base, lower customer acquisition cost and lower negotiation, intermediation, advertising and marketing expenses. |
Total Debt | By the end of March 2006, Brasil Telecoms consolidated gross debt totaled R$ 4,649.5 million, 5.3% lower than that registered by the end of December. |
Net Debt | Brasil Telecom closed 1Q06 with a cash of R$ 1,031.5 million, against R$ 1,730.1 million at the end of December. The variation results, mainly, from the payment of interest on shareholders equity (JSCP) in the amount of R$ 386.4 million on January 13, 2006 and from the payment of R$ 408.6 million to suppliers. The consolidated net debt totaled R$ 3,618.1 million, 13.8% higher than that recorded in December 2005. |
Long-term debt | In March, 67.2% of the total debt was allocated in the long term. |
Accumulated Cost of Debt | The Companys consolidated debt had in 1Q06 an accumulated cost of 9.5% p.a., equivalent to 57.0% of the CDI. |
Financial Leverage | At the end of March 2006, Brasil Telecoms financial leverage, represented by the ratio of its net debt to shareholders equity, was equal to 65.8%, against 57.8% in the previous quarter. |
Investments
R$ Million | ||||||
Investments in Permanent Assets | 1Q06 | 4Q05 | 1Q06/4Q05 | |||
(%) | ||||||
Network Expansion | 99.5 | 349.2 | (71.5) | |||
- Conventional Telephony | 0.3 | 111.3 | (99.7) | |||
- Transmission Backbone | 2.4 | 42.5 | (94.3) | |||
- Data Network | 33.9 | 170.7 | (80.1) | |||
- Intelligent Network | 0.7 | 9.0 | (92.1) | |||
- Network Management Systems | 0.4 | 12.9 | (97.0) | |||
- Other Investments in Network Expansion | 61.7 | 2.9 | N.A. | |||
Network Operation | 50.9 | 105.7 | (51.9) | |||
Public Telephony | 1.4 | 1.3 | 9.1 | |||
Information Technology | 8.5 | 78.8 | (89.2) | |||
Expansion Personnel | 26.9 | 22.1 | 21.5 | |||
Other | 22.3 | 21.0 | 6.2 | |||
Subtotal | 209.4 | 578.1 | (63.8) | |||
Expansion Financial Expenses | - | 7.1 | (100.0) | |||
Fixed Telephony Total | 209.4 | 585.2 | (64.2) | |||
BrT Celular | 5.2 | 197.6 | (97.4) | |||
Mobile Telephony Total | 5.2 | 197.6 | (97.4) | |||
Total Investment | 214.6 | 782.8 | (72.6) | |||
Investments in |
In 1Q06, Brasil Telecom investments totaled R$ 214.6 million, of which R$ 209.4 million were invested in fixed telephony, and R$ 5.2 million in mobile telephony. Compared to 4Q05, investments had a 72.6% reduction, but they are according to the investment schedule estimated for 2006. |
-.-.-.-.-.-.-.-.-.-.-.-.-
1 - ITEM | 2 - NAME OF SUBSIDIARY/ASSOCIATED COMPANY | 3 - CNPJ - TAXPAYER REGISTER | 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 | 14 BRASIL TELECOM CELULAR S.A. | 05.423.963/0001-11 | SUBSIDIARY NON-PUBLICLY HELD COMPANY | 100.00 | 29.68 |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | 2,422 | 2,237 |
02 | BRTI SERVIÇOS DE INTERNET S.A. | 04.714.634/0001-67 | SUBSIDIARY NON-PUBLICLY HELD COMPANY | 100.00 | 7.05 |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | 403 | 388 |
03 | MTH VENTURES DO BRASIL LTDA | 02.914.961/0001-37 | SUBSIDIARY NON-PUBLICLY HELD COMPANY | 100.00 | 3.21 |
COMMERCIAL, MANUFACTURING AND OTHER | 321,150 | 321,150 |
04 | VANT TELECOMUNICAÇÕES S.A. | 01.859.295/0001-19 | SUBSIDIARY NON-PUBLICLY HELD COMPANY | 100.00 | -0.34 |
COMMERCIAL, MANUFACTURING AND OTHER | 123,300 | 123,300 |
05 | SANTA BÁRBARA DO CERRADO S.A. | 04.011.999/0001-25 | SUBSIDIARY NON-PUBLICLY HELD COMPANY | 100.00 | 0.00 |
COMMERCIAL, MANUFACTURING AND OTHER | 1 | 1 |
06 | SANTA BÁRBARA DO PANTANAL S.A. | 04.014.059/0001-90 | SUBSIDIARY NON-PUBLICLY HELD COMPANY | 100.00 | 0.00 |
COMMERCIAL, MANUFACTURING AND OTHER | 1 | 1 |
07 | SANTA BÁRBARA DOS PINHAIS | 04.014.081/0001-30 | SUBSIDIARY NON-PUBLICLY HELD COMPANY | 100.00 | 0.00 |
COMMERCIAL, MANUFACTURING AND OTHER | 1 | 1 |
08 | SANTA BÁRBARA DOS PAMPAS | 03.979.744/0001-98 | SUBSIDIARY NON-PUBLICLY HELD COMPANY | 100.00 | 0.00 |
COMMERCIAL, MANUFACTURING AND OTHER | 1 | 1 |
09 | BRASIL TELECOM SCS ( BERMUDA ) LTD. | . . / - | SUBSIDIARY NON-PUBLICLY HELD COMPANY | 79.47 | 5.57 |
COMMERCIAL, MANUFACTURING AND OTHER | 196,157 | 196,157 |
16.01 - OTHER INFORMATION WHICH THE COMPANY UNDERSTANDS RELEVANT |
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 03/31/2006 | In units of shares |
Shareholder | Common Shares | % | Preferred Shares | % | Total | % |
Direct and Indirect Parent | 247,281,925,717 | 99.07 | 130,087,716,548 | 42.55 | 377,369,642,265 | 67.96 |
Management | ||||||
Board of Directors | 11 | 0.00 | 80,471,465 | 0.03 | 80,471,476 | 0.01 |
Directors | 1 | 0.00 | - | 0.00 | 1 | 0.00 |
Fiscal Board | 2 | 0.00 | - | 0.00 | 2 | 0.00 |
Treasury Shares | - | - | 13,678,100,000 | 4.47 | 13,678,100,000 | 2.46 |
Other Shareholders | 2,315,123,811 | 0.93 | 161,854,943,276 | 52.95 | 164,170,067,087 | 29.57 |
Total | 249,597,049,542 | 100.00 | 305,701,231,289 | 100.00 | 555,298,280,831 | 100.00 |
Outstanding Shares in the Market | 2,315,123,825 | 0.93 | 161,935,414,741 | 52.97 | 164,250,538,566 | 29.58 |
As of 03/31/2006 | In units of shares |
Shareholder | Common Shares | % | Preferred Shares | % | Total | % |
Direct and Indirect Parent | 247,282,704,511 | 99.07 | 119,412,045,437 | 39.06 | 366,694,749,948 | 66.04 |
Management | ||||||
Board of Directors | 197 | 0.00 | 458,309,866 | 0.15 | 458,310,063 | 0.08 |
Directors | 39 | 0.00 | 273 | 0.00 | 312 | 0.00 |
Fiscal Board | 418,154 | 0.00 | 383,324 | 0.00 | 801,478 | 0.00 |
Treasury Shares | - | - | 13,679,382,322 | 4.47 | 13,679,382,322 | 2.46 |
Other Shareholders | 2,313,926,641 | 0.93 | 172,151,110,067 | 56.32 | 174,465,036,708 | 31.42 |
Total | 249,597,049,542 | 100.00 | 305,701,231,289 | 100.00 | 555,298,280,831 | 100.00 |
Outstanding Shares in the Market | 2,314,345,031 | 0.93 | 172,609,803,530 | 56.46 | 174,924,148,561 | 31.50 |
2. SHAREHOLDERS HOLDING OVER 5% OF THE VOTING CAPITAL (As of 03/31/2006)
The shareholders, who directly on indirectly, hold more than 5% of the voting capital of the Company, are as follows:
In thousands of shares |
Name | General Taxpayers Register |
Citizenship | Common Shares | % | Preferred shares | % | Total shares | % |
Brasil Telecom Participações S.A. | 02.570.688-0001/70 | Brazilian | 247,276,381 | 99.07 | 116,685,184 | 38.17 | 363,961,565 | 65.54 |
Treasury Shares | - | - | - | - | 13,678,100 | 4.47 | 13,678,100 | 2.46 |
Other | - | - | 2,320,669 | 0.93 | 175,337,947 | 57.36 | 177,658,616 | 32.00 |
Total | - | - | 249,597,050 | 100.00 | 305,701,231 | 100.00 | 555,298,281 | 100.00 |
Distribution of the Capital from Controlling Shareholders up to Individuals
Brasil Telecom Participações S.A. | In thousands of shares |
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 | 18.78 |
Previ | 33.754.482-0001/24 | Brazilian | 6,895,682 | 5.14 | 7,840,963 | 3.41 | 14,736,645 | 4.05 |
Treasury shares | - | - | 1,480,800 | 1.10 | - | - | 1,480,800 | 0.41 |
Other | - | - | 57,299,045 | 42.76 | 222,096,563 | 96.59 | 279,395,608 | 76.76 |
Total | - | - | 134,031,688 | 100.00 | 229,937,526 | 100.00 | 363,969,214 | 100.00 |
Solpart Participações S.A. | In units of shares |
Name | General Taxpayers Register |
Citizenship | Common Shares | % | Preferred shares | % | Total shares | % |
Timepart Participações Ltda. | 02.338.536-0001/47 | Brazilian | 509,991 | 0.02 | - | - | 509,991 | 0.02 |
Techold Participações S.A. | 02.605.028-0001/88 | Brazilian | 1,318,229,988 | 61.98 | - | - | 1,318,229,988 | 61.98 |
Telecom Italia International N.V. | - | Italian | 808,259,998 | 38.00 | - | - | 808,259,998 | 38.00 |
Other | - | - | 23 | 0.00 | - | - | 23 | 0.00 |
Total | - | - | 2,127,000,000 | 100.00 | - | - | 2,127,000,000 | 100.00 |
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 Participações 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 | 1,050,065,875 | 100.00 | 341,898,149 | 100.00 | 1,391,964,024 | 100.00 |
Fábio de Oliveira Moser | 777.109.677-87 | Brazilian | 1 | 0.00 | - | - | 1 | 0.00 |
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 |
Total | - | - | 1,050,065,878 | 100.00 | 341,898,149 | 100.00 | 1,391,964,027 | 100.00 |
Invitel S.A. | In units of shares |
Name | General Taxpayers Register |
Citizenship | Common Shares | % | Preferred shares | % | Total shares | % |
Fundação 14 de Previdência Privada | 00.493.916-0001/20 | Brazilian | 92,713,711 | 6.269 | - | - | 92,713,711 | 6.269 |
Telos Fund. Embratel de Segurid. | 42.465.310-0001/21 | Brazilian | 33,106,348 | 2.239 | - | - | 33,106,348 | 2.239 |
Funcef Fund. dos Economiários | 00.436.923-0001/90 | Brazilian | 571,411 | 0.039 | - | - | 571,411 | 0.039 |
Petros Fund. Petrobrás Segurid. | 34.053.942-0001/50 | Brazilian | 55,903,360 | 3.78 | - | - | 55,903,360 | 3.78 |
Previ Caixa Prev. Func. B. Brasil | 33.754.482-0001/24 | Brazilian | 285,901,442 | 19.333 | - | - | 285,901,442 | 19.333 |
Zain Participações S.A. | 02.363.918-0001/20 | Brazilian | 1,009,796,295 | 68.282 | - | - | 1,009,796,295 | 68.282 |
Citigroup Venture Capital International Brazil LP |
- | Cayman Islands |
302,945 | 0.02 | - | - | 302,945 | 0.02 |
Investidores Institucionais FIA | 01.909.558-0001/57 | Brazilian | 419,919 | 0.028 | - | - | 419,919 | 0.028 |
Opportunity Fund | - | Virgin Islands |
69,587 | 0.005 | - | - | 69,587 | 0.005 |
CVC Opportunity Invest. Ltda. | 03.605.085-0001/20 | Brazilian | 14 | 0 | - | - | 14 | 0 |
Priv FIA | 02.559.662-0001/21 | Brazilian | 37,778 | 0.003 | - | - | 37,778 | 0.003 |
Tele FIA | 02.597.072-0001/93 | Brazilian | 35,417 | 0.002 | - | - | 35,417 | 0.002 |
Verônica Valente Dantas | 262.853.205-00 | Brazilian | 1 | 0 | - | 1 | 0 | |
Maria Amália Delfim de Melo Coutrim | 654.298.507-72 | Brazilian | 1 | 0 | - | - | 1 | 0 |
Lênin Florentino de Faria | 203.561.374-49 | Brazilian | 2 | 0 | - | - | 2 | 0 |
Ricardo Knoepfelmacher | 351.080.021-49 | Brazilian | 1 | 0 | - | - | 1 | 0 |
Sérgio Spinelli Silva Júnior | 111.888.088-93 | Brazilian | 1 | 0 | - | - | 1 | 0 |
Kevin Michael Altit | 842.326.847-00 | Brazilian | 1 | 0 | - | - | 1 | 0 |
Fábio de Oliveira Moser | 777.109.677-87 | Brazilian | 2 | 0 | - | - | 2 | 0 |
Sérgio Ros Brasil Pinto | 010.833.047-80 | Brazilian | 1 | 0 | - | - | 1 | 0 |
Total | - | - | 1,478,858,237 | 100.00 | - | - | 1,478,858,237 | 100.00 |
Zain Participações S.A. | In units of shares |
Name | General Taxpayers Register |
Citizenship | Common Shares | % | Preferred shares | % | Total shares | % |
Investidores Institucionais FIA | 01.909.558-0001/57 | Brazilian | 552,668,015 | 45.850 | - | - | 552,668,015 | 45.850 |
Citigroup Venture Capital International Brazil LP |
- | Cayman Islands |
511,953,674 | 42.473 | - | - | 511,953,674 | 42.473 |
Opportunity Fund | - | Virgin Islands |
108,497,504 | 9.001 | - | - | 108,497,504 | 9.001 |
Priv FIA | 02.559.662-0001/21 | Brazilian | 28,765,247 | 2.386 | - | - | 28,765,247 | 2.386 |
Opportunity Lógica Rio Consultoria e Participações Ltda |
01.909.405-0001/00 | Brazilian | 3,475,631 | 0.288 | - | - | 3,475,631 | 0.288 |
Tele FIA | 02.597.072-0001/93 | Brazilian | 9,065 | 0.002 | - | - | 9,065 | 0.002 |
Opportunity Equity Partners Administradora de Recursos Ltda. |
01.909.405-0001/00 | Brazilian | 2 | 0.000 | - | - | 2 | 0.000 |
Opportunity Investimentos Ltda. | 03.605.085-0001/20 | Brazilian | 15 | 0.000 | - | - | 15 | 0.000 |
Verônica Valente Dantas | 262.853.205-00 | Brazilian | 603 | 0.000 | - | - | 603 | 0.000 |
Maria Amália Delfim de Melo Coutrim | 654.298.507-72 | Brazilian | 90 | 0.000 | - | - | 90 | 0.000 |
Danielle Silbergleid Ninio | 016.744.087-06 | Brazilian | 2 | 0.000 | - | - | 2 | 0.000 |
Daniel Valente Dantas | 063.917.105-20 | Brazilian | 2 | 0.000 | - | - | 2 | 0.000 |
Eduardo Penido Monteiro | 094.323.965-68 | Brazilian | 431 | 0.000 | - | - | 431 | 0.000 |
Ricardo Wiering de Barros | 806.663.027-15 | Brazilian | 2 | 0.000 | - | - | 2 | 0.000 |
Pedro Paulo Elejalde de Campos | 264.776.450-68 | Brazilian | 3 | 0.000 | - | - | 3 | 0.000 |
Renato Carvalho do Nascimento | 633.578.366-53 | Brazilian | 3 | 0.000 | - | - | 3 | 0.000 |
Sérgio Spinelli Silva Júnior | 111.888.088-93 | Brazilian | 1 | 0.000 | - | - | 1 | 0.000 |
André Rizzi de Oliveira | 135.529.508-42 | Brazilian | 1 | 0.000 | - | - | 1 | 0.000 |
Alberto Ribeiro Guth | 759.014.807-59 | Brazilian | 1 | 0.000 | - | - | 1 | 0.000 |
Hiram Bandeira Pagano Filho | 085.074.717-14 | Brazilian | 1 | 0.000 | - | - | 1 | 0.000 |
Mariana Sarmento Meneghetti | 069.991.807-33 | Brazilian | 1 | 0.000 | - | - | 1 | 0.000 |
Ricardo Knoepfelmacher | 351.080.021-49 | Brazilian | 1 | 0.000 | - | - | 1 | 0.000 |
Sérgio Ros Brasil Pinto | 010.833.047-80 | Brazilian | 1 | 0.000 | - | - | 1 | 0.000 |
Kevin Michael Altit | 842.326.847-00 | Brazilian | 1 | 0.000 | - | - | 1 | 0.000 |
Total | - | - | 1,205,370,297 | 100.00 | - | - | 1,205,370,297 | 100.00 |
-,-,-,-,-,-,-,-,-,-,-,-,-,-
17.01 SPECIAL REVIEW REPORT UNQUALIFIED |
(Convenience Translation into English from the Original Previously Issued in Portuguese)
INDEPENDENT ACCOUNTANTS REVIEW REPORT
To the Management and Shareholders of
Brasil Telecom S.A.
Brasília DF
1. | We have performed a special review of the accompanying interim financial statements of Brasil Telecom S.A. and subsidiaries (Company and Consolidated), consisting of the balance sheets as of March 31, 2006, and the related statements of income for the quarter then ended and the performance report, all expressed in Brazilian reais and prepared in accordance with Brazilian accounting practices under the responsibility of the Companys management. |
2. | We conducted our review in accordance with specific standards established by the Brazilian Institute of Independent Auditors (IBRACON), together with the Federal Accounting Council, which consisted principally of: (a) inquiries of and discussions with persons responsible for the accounting, financial and operating areas as to the criteria adopted in preparing the interim financial statements, 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 interim financial statements referred to in paragraph 1 for them to be in conformity with Brazilian accounting practices and standards established by the Brazilian Securities Commission (CVM), specifically applicable to the preparation of mandatory interim financial statements. |
4. | We conducted our special review for the purpose of issuing a special review report on the mandatory interim financial statements. Supplemental disclosure of cash flow information is presented for purposes of additional analysis. Such supplemental information for the quarter ended March 31, 2006 has been subjected to the same review procedures applied to the interim financial statements and, based on our special review, is fairly presented, in all material respects, in relation to the interim financial statements taken as a whole. |
5. | The balance sheets as of December 31, 2005, presented for comparative purposes, were audited by other independent auditors, whose report thereon, dated March 27, 2006, was unqualified and contained an emphasis of matter paragraph regarding the agreement entered into on April 28, 2005, establishing the merger of the subsidiary 14 Brasil Telecom Celular S.A. into Tim Brasil Serviços e Participações S.A. In addition, the statements of income and cash flows for the quarter ended March 31, 2005, presented for comparative purposes, were reviewed by other independent auditors, whose special review report thereon, dated May 5, 2005, was unqualified and contained an emphasis of matter paragraph regarding the publication in the Official Gazette on April 14, 2005 of the decision rendered by the Board of Directors of the National Telecommunications Agency (ANATEL), which approved (i) the replacement of fund managers and administrators, who have an indirect interest in the entity that controls Brasil Telecom Participações S.A. (parent company of Brasil Telecom S.A.) and Brasil Telecom S.A., and (ii) changes arising from shareholders agreements entered into by the controlling groups investors, under dispute by investors that belong to the controlling group of Brasil Telecom S.A. and its parent company Brasil Telecom Participações S.A., as well as an emphasis of matter paragraph related to the same matter mentioned in the emphasis of matter paragraph of the independent auditors report on the balance sheet as of December 31, 2005. |
6. | The accompanying interim financial statements have been translated into English for the convenience of readers outside Brazil. |
São Paulo, May 12, 2006
DELOITTE TOUCHE TOHMATSU | Marco Antônio Brandão Simurro |
Auditores Independentes | Engagement Partner |
INDEX
ANNEX | FRAME | DESCRIPTION | PAGE |
01 | 01 | IDENTIFICATION | 01 |
01 | 02 | ADDRESS OF COMPANYS HEADQUARTERS | 01 |
01 | 03 | INVESTOR RELATIONS OFFICER - (Address for correspondence to Company) | 01 |
01 | 04 | REFERENCE/ INDEPENDENT ACCOUNTANT | 01 |
01 | 05 | COMPOSITION OF ISSUED CAPITAL | 02 |
01 | 06 | COMPANYS CHARACTERISTICS | 02 |
01 | 07 | SUBSIDIARIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS | 02 |
01 | 08 | DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER | 02 |
01 | 09 | ISSUED CAPITAL AND CHANGES IN CURRENT YEAR | 03 |
01 | 10 | INVESTOR RELATIONS OFFICER | 03 |
02 | 01 | BALANCE SHEET ASSETS | 04 |
02 | 02 | BALANCE SHEET LIABILITIES | 05 |
03 | 01 | STATEMENT OF INCOME | 07 |
04 | 01 | NOTES TO THE FINANCIAL STATEMENTS | 09 |
05 | 01 | COMMENTS ON THE COMPANYS PERFORMANCE IN THE QUARTER | 66 |
06 | 01 | CONSOLIDATED BALANCE SHEET ASSETS | 67 |
06 | 02 | CONSOLIDATED BALANCE SHEET LIABILITIES | 68 |
07 | 01 | CONSOLIDATED STATEMENT OF INCOME | 70 |
08 | 01 | COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER | 72 |
09 | 01 | INVESTMENTS IN SUBSIDIARIES AND/OR ASSOCIATED COMPANIES | 81 |
16 | 01 | OTHER INFORMATION WHICH THE COMPANY UNDERSTANDS RELEVANT | 83 |
17 | 01 | SPECIAL REVIEW REPORT UNQUALIFIED | 86 |
14 BRASIL TELECOM CELULAR S.A. | |||
BRTI SERVIÇOS DE INTERNET S.A. | |||
MTH VENTURES DO BRASIL LTDA. | |||
VANT TELECOMUNICAÇÕES S.A | |||
SANTA BÁRBARA DO CERRADO S.A. | |||
SANTA BÁRBARA DO PANTANAL S.A. | |||
SANTA BÁRBARA DOS PINHAIS | |||
SANTA BÁRBARA DOS PAMPAS | |||
BRASIL TELECOM SCS (BERMUDA) LTD. | /87 |
BRASIL TELECOM S.A.
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By: |
/S/ Charles Laganá Putz
|
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Name: Charles Laganá Putz
Title: Chief Financial Officer |