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.
A free translation from Portuguese into English of Quarterly | ||
Financial Information prepared in Brazilian currency and in | ||
accordance with the accounting practices adopted in Brazil. | ||
FEDERAL GOVERNMENT SERVICE | ||
BRAZILIAN SECURITIES COMMISSION (CVM) | ||
QUARTERLY INFORMATION - ITR | Corporate Legislation | |
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES | September 30, 2009 | |
REGISTRATION WITH THE CVM DOES NOT IMPLY ANY ANALYSIS OF THE COMPANY. COMPANY MANAGEMENT IS RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION PROVIDED. |
01.01 IDENTIFICATION
1 - CVM CODE 01763-9 |
2 COMPANY NAME TIM PARTICIPAÇÕES S.A. |
3 - National Corporate Taxpayers' Registration Number CNPJ 02.558.115/0001-21 |
4 State Registration Number NIRE 33.3.0027696-3 |
01.02 - HEAD OFFICE
1 - ADDRESS Avenida das Américas, 3434, Bloco 1 7º andar - parte |
2 SUBURB OR DISTRICT Barra da Tijuca |
|||
3 POSTAL CODE 22640-102 |
4 MUNICIPALITY Rio de Janeiro |
5 STATE Rio de Janeiro |
||
6 - AREA CODE 21 |
7 TELEPHONE 4009-3742 |
8 TELEPHONE 4009-4017 |
9 TELEPHONE - |
10 TELEX - |
11 - AREA CODE 21 |
12 FAX 4009-3314 |
13 FAX 4009-3990 |
14 FAX - |
- |
15 - E-MAIL rtostes@timbrasil.com.br |
01.03 - INVESTOR RELATIONS OFFICER (Company Mail Address)
1 NAME Claudio Zezza |
||||
2 ADDRESS Avenida das Américas, 3434, Bloco 1 7º andar - parte |
3 SUBURB OR DISTRICT Barra da Tijuca |
|||
3 POSTAL CODE 22640-102 |
4 MUNICIPALITY Rio de Janeiro |
5 STATE Rio de Janeiro |
||
6 - AREA CODE 21 |
7 TELEPHONE 4009-3742 |
8 TELEPHONE 4009-4017 |
9 TELEPHONE - |
10 TELEX - |
11 - AREA CODE 21 |
12 FAX 4009-3314 |
13 FAX 4009-3990 |
14 FAX - |
- |
15 - E-MAIL rtostes@timbrasil.com.br |
01.04 - GENERAL INFORMATION/INDEPENDENT ACCOUNTANT
CURRENT YEAR | CURRENT QUARTER | PRIOR QUARTER | |||||
1 - BEGINNING | 2 END | 3 - QUARTER | 4 BEGINNING | 5 END | 6 QUARTER | 7 BEGINNING | 8 END |
01.01.2009 | 12.31.2009 | 3 | 07.01.2009 | 09.30.2009 | 2 | 04.01.2009 | 06.30.2009 |
9 - INDEPENDENT ACCOUNTANT Ernst & Young Auditores Independentes S.S |
10 - CVM CODE 00471-5 |
||||||
11 PARTNER RESPONSIBLE Claudio Camargo |
12 INDIVIDUAL TAXPAYERS REGISTRATION NUMBER OF THE PARTNER RESPONSIBLE 812.937.989-91 |
1
01.05 - CAPITAL COMPOSITION
Number of shares (Thousand) |
Current quarter 09.30.2009 |
Prior quarter 06.30.2009 |
Same quarter in prior year 09.30.2008 |
Paid-up capital | |||
1 Common | 799,925 | 799,925 | 798,351 |
2 Preferred | 1,548,522 | 1,548,522 | 1,545,476 |
3 Total | 2,348,447 | 2,348,447 | 2,343,827 |
Treasury stock | |||
4 Common | 0 | 0 | 0 |
5 Preferred | 0 | 0 | 0 |
6 Total | 0 | 0 | 0 |
01.06 CHARACTERISTICS OF THE COMPANY
1 - TYPE OF COMPANY Commercial, industrial and other |
2 SITUATION Operational |
3 NATURE OF OWNERSHIP Local Private |
4 ACTIVITY CODE 1130 Telecommunication |
5 - MAIN ACTIVITY Cellular Telecommunication Services |
6 TYPE OF CONSOLIDATION Full |
7 - TYPE OF REPORT OF INDEPENDENT ACCOUNTANT |
01.07 - COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS
1 ITEM | 2 - CNPJ | 3 NAME |
01.08 - DIVIDENDS AND OR INTEREST ON CAPITAL APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
1 ITEM | 2 EVENT | 3 - DATE APPROVED | 4 AMOUNT | 5 - DATE OF PAYMENT | 6 - TYPE OF SHARE | 7 - AMOUNT PER SHARE |
2
01.09 - SUBSCRIBED CAPITAL AND CHANGES IN THE CURRENT YEAR
1 ITEM | 2 DATE OF CHANGE | 3 CAPITAL (IN THOUSANDS OF REAIS) | 4 - TOTAL CHANGE (IN THOUSANDS OF REAIS) | 5 NATURE OF CHANGE | 7 - NUMBER OF SHARES ISSUED (IN THOUSAND) | 8 SHARE PRICE ON ISSUE DATE (IN REAIS) |
01.10 - INVESTOR RELATIONS OFFICER
1 DATE | 2 SIGNATURE |
3
A free translation from Portuguese into English of Quarterly Financial Information prepared in Brazilian currency and in accordance with the accounting practices adopted in Brazil. | ||
FEDERAL PUBLIC SERVICE | ||
BRAZILIAN SECURITIES COMMISSION (CVM) | ||
ITR Quarterly Information | Corporation Law | |
COMMERCIAL, INDUSTRIAL & OTHER | As of - 09/30/2009 | |
01763-9 TIM PARTICIPAÇÕES S.A. | 02.558.115/0001-21 | |
06.01 NOTES TO THE QUARTERLY INFORMATION | ||
02.01 BALANCE SHEET ASSETS (in thousands of Reais)
Account Code | Account Description | 09/30/2009 | 06/30/2009 |
1 | Total Assets | 7.747.254 | 7.696.716 |
1.01 | Current Assets | 37.979 | 44.510 |
1.01.01 | Cash and Cash Equivalents | 37.019 | 43.697 |
1.01.01.01 | Cash and Cash Equivalents | 36.927 | 43.697 |
1.01.01.02 | Marketable Securities | 92 | - |
1.01.02 | Receivables | - | - |
1.01.02.01 | Trade Accounts Receivable | - | - |
1.01.02.02 | Sundry Receivables | - | - |
1.01.03 | Inventories | - | - |
1.01.04 | Other | 960 | 813 |
1.01.04.01 | Taxes and Contributions Recoverable | 825 | 597 |
1.01.04.02 | Dividends and interests on own capital receivable | - | - |
1.01.04.03 | Other | 135 | 216 |
1.02 | Non-Current Assets | 7.709.275 | 7.652.206 |
1.02.01 | Long-Term Assets | 12.458 | 13.355 |
1.02.01.01 | Sundry Receivables | 7.312 | 7.333 |
1.02.01.01.01 | Taxes and Contributions Recoverable | 7.312 | 7.333 |
1.02.01.02 | Intercompany Receivables | - | - |
1.02.01.02.01 | Affiliates and Equivalent | - | - |
1.02.01.02.02 | Subsidiaries | - | - |
1.02.01.02.03 | Other Related Parties | - | - |
1.02.01.03 | Other | 5.146 | 6.022 |
1.02.01.03.01 | Escrow Deposits | 4.844 | 5.119 |
1.02.01.03.02 | Marketable Securities | 302 | 903 |
1.02.02 | Permanent Assets | 7.696.817 | 7.638.851 |
1.02.02.01 | Investments | 7.693.270 | 7.635.304 |
1.02.02.01.01 | Affiliates /Equivalent | - | - |
1.02.02.01.02 | Affiliates /Equivalent - Goodwill | - | - |
1.02.02.01.03 | Subsidiaries | 7.693.270 | 7.635.304 |
1.02.02.01.04 | Subsidiaries - Goodwill | - | - |
1.02.02.01.05 | Other Investments | - | - |
1.02.02.02 | Property, Plant and Equipment | - | - |
1.02.02.03 | Intangible Assets | 3.547 | 3.547 |
1.02.02.04 | Deferred Charges | - | - |
4
02.02 BALANCE SHEET LIABILITIES (in thousands of Reais)
Account Code | Account Description | 09/30/2009 | 06/30/2009 |
2 | Total Liabilities | 7.747.254 | 7.696.716 |
2.01 | Current Liabilities | 20.834 | 31.283 |
2.01.01 | Loans and Financing | - | - |
2.01.02 | Debentures | - | - |
2.01.03 | Suppliers - Trade Payable | 226 | 1.667 |
2.01.04 | Taxes, rates and contributions | 16 | 13 |
2.01.05 | Dividends payable | 20.564 | 25.438 |
2.01.06 | Provisions | - | - |
2.01.07 | Intercompany Payables | - | - |
2.01.08 | Other | 28 | 4.165 |
2.01.08.01 | Labor Obligations | 28 | 24 |
2.01.08.02 | Other Liabilities | - | 4.141 |
2.02 | Non-Current Liabilities | 29.625 | 34.238 |
2.02.01 | Long-Term Liabilities | 29.625 | 34.238 |
2.02.01.01 | Loans and Financing | - | - |
2.02.01.02 | Debentures | - | - |
2.02.01.03 | Provisions | 9.245 | 13.839 |
2.02.01.03.01 | Provision for Contingencies | 4.724 | 9.256 |
2.02.01.03.02 | Actuarial Liabilities | 4.521 | 4.583 |
2.02.01.04 | Intercompany Payables | - | - |
2.02.01.05 | Advances for Future Capital Increase | - | - |
2.02.01.06 | Other | 20.380 | 20.399 |
2.03 | Deferred Income | - | - |
2.05 | Shareholders' Equity | 7.696.795 | 7.631.195 |
2.05.01 | Paid up Capital | 7.632.371 | 7.632.371 |
2.05.02 | Capital Reserves | 15.569 | 15.569 |
2.05.03 | Revaluation Reserve | - | - |
2.05.03.01 | Own Assets | - | - |
2.05.03.02 | Subsidiaries/Affiliates and Equivalent | - | - |
2.05.04 | Revenue Reserves | 147.305 | 142.516 |
2.05.04.01 | Legal | 111.554 | 111.554 |
2.05.04.02 | Statutory | - | - |
2.05.04.03 | For Contingencies | - | - |
2.05.04.04 | For Unearned Income | - | - |
2.05.04.05 | Profit Retention | 35.751 | 30.962 |
2.05.04.06 | Special for Undistributed Dividends | - | - |
2.05.04.07 | Other Revenue Reserves | - | - |
2.05.05 | Equity Valuation Adjustments | - | - |
2.05.05.01 | Marketable Securities Adjustments | - | - |
2.05.05.02 | Accumulated Translation Adjustments | - | - |
2.05.05.03 | Business Combination Adjustments | - | - |
2.05.06 | Accumulated Income (Loss) | (98.450) | (159.261) |
2.05.07 | Advances for Future Capital Increase | - | - |
5
03.01 STATEMENTS OF INCOME (in thousands of Reais)
Account Code | Account Description | Amount for Current Quarter 07/01/2009 to 09/30/2009 |
Year-to-Date -current year 01/01/2009 to 09/30/2009 |
Amount for Prior Year Quarter 07/01/2008 to 09/30/2008 |
Year-to-date - prior year 01/01/2008 to 09/30/2008 |
3.01 | Gross Revenues from Goods Sold and/or Services Rendered | - | - | - | - |
3.02 | Deductions from Gross Revenue | - | - | - | - |
3.03 | Net Operating Revenues from Goods Sold and/or Services Rendered | - | - | - | - |
3.04 | Cost of Goods Sold and/or Services Rendered | - | - | - | - |
3.05 | Gross Income | - | - | - | - |
3.06 | Operating Revenues (Expenses) | 59.286 | (96.748) | (12.053) | (203.814) |
3.06.01 | Sales | - | - | - | - |
3.06.02 | General and Administrative | (735) | (6.199) | (1.146) | (3.863) |
3.06.03 | Financial | 1.300 | 3.738 | 1.586 | 3.887 |
3.06.03.01 | Financial Income | 1.036 | 3.597 | 1.505 | 3.808 |
3.06.03.02 | Financial Expenses | 264 | 141 | 81 | 79 |
3.06.04 | Other Operating Revenues | 504 | 1.818 | - | 201 |
3.06.05 | Other Operating Expenses | 251 | (507) | (1.154) | (3.372) |
3.06.06 | Equity Pick Up | 57.966 | (95.598) | (11.339) | (200.667) |
3.07 | Operating Loss | 59.286 | (96.748) | (12.053) | (203.814) |
3.08 | Non-operating Result | - | - | - | - |
3.08.01 | Revenues | - | - | - | - |
3.08.02 | Expenses | - | - | - | - |
3.09 | Income Before Taxes /Profit Sharing | 59.286 | (96.748) | (12.053) | (203.814) |
3.10 | Income Tax and Social Contribution | 1.525 | (1.702) | - | - |
3.11 | Deferred Income Tax | - | - | - | - |
3.12 | Profit Sharing /Statutory Contributions | - | - | - | - |
3.12.01 | Profit Sharing | - | - | - | - |
3.12.02 | Contributions | - | - | - | - |
3.13 | Reversal of Interest on own capital | - | - | - | - |
3.15 | Net Loss for the Period | 60.811 | (98.450) | (12.053) | (203.814) |
6
04.01 CASH FLOW STATEMENTS - INDIRECT METHOD (in thousands of Reais)
Account Code | Account Description | Amount for Current Quarter 07/01/2009 to 09/30/2009 |
Year-to-Date -current year 01/01/2009 to 09/30/2009 |
Amount for Prior Year Quarter 07/01/2008 to 09/30/2008 |
Year-to-date - prior year 01/01/2008 to 09/30/2008 |
4.01 | Net cash and cash equivalents generated (used) by operating activities | (8.182) | 161.929 | (1.691) | 73.723 |
4.01.01 | Cash and cash equivalents generated by operating activities | 2.144 | (6.013) | (1.594) | (5.290) |
4.01.01.01 | Net Loss for the period | 60.811 | (98.450) | (12.053) | (203.814) |
4.01.01.02 | Depreciation and amortization | - | - | 396 | 1.186 |
4.01.01.03 | Equity pick up | (57.966) | 95.598 | 11.339 | 200.667 |
4.01.01.04 | Actuarial liabilities | (62) | (196) | - | - |
4.01.01.05 | Monet. rest., oblig. discount asset, DJ, cont. | 276 | 142 | 56 | 30 |
4.01.01.06 | Interest on marketable securities | (915) | (3.107) | (1.332) | (3.359) |
4.01.02 | Variations in assets and liabilities | (10.326) | 167.942 | (97) | 79.013 |
4.01.02.01 | Taxes and contributions recoverable | (208) | (814) | (582) | (735) |
4.01.02.02 | Dividends | - | 174.722 | - | 79.195 |
4.01.02.03 | Other current and non-current assets | 262 | 666 | (2) | (1.227) |
4.01.02.04 | Labor obligations | 4 | 1 | (9) | (142) |
4.01.02.05 | Suppliers - trade payable | (1.442) | (543) | (95) | (1.084) |
4.01.02.06 | Taxes, rates and contributions | 2 | (1) | 17 | 18 |
4.01.02.07 | Provision for contingencies | (4.805) | (1.969) | 575 | 1.786 |
4.01.02.08 | Other current and non-current assets liabilities | (4.139) | (4.120) | (1) | 1.202 |
4.01.03 | Others | - | - | - | - |
4.02 | Net cash and cash equivalents generated (used) by investment activities | 1.425 | 7.040 | 23.687 | 31.745 |
4.02.01 | Marketable securities | 1.425 | 7.040 | 23.687 | 31.745 |
4.03 | Net cash and cash equivalents generated (used) by financing activities | (13) | (168.010) | (138) | (74.946) |
4.03.01 | Capital decrease | - | - | - | 132.792 |
4.03.02 | Dividends and interests on own capital paid | (13) | (168.010) | (138) | (207.738) |
4.04 | Exchange variation on cash and cash equivalents | - | - | - | - |
4.05 | Increase (decrease) on cash and cash equivalents | (6.770) | 959 | 21.858 | 30.522 |
4.05.01 | Beginning cash and cash equivalents balance | 43.697 | 35.968 | 8.721 | 57 |
4.05.02 | Ending cash and cash equivalents balance | 36.927 | 36.927 | 30.579 | 30.579 |
7
05.01 STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FROM 07/01/2009 to 09/30/2009 (in thousands of Reais)
Account Code | Account Description | Capital | Capital Reserves | Revaluation Reserves |
Revenues Reserves | Retained Losses | Equity Valuation Adjustments |
Total Shareholder's Equity |
5.01 | Beginning balance | 7.632.371 | 15.569 | - | 142.516 | (159.261) | - | 7.631.195 |
5.02 | Prior year adjustments | - | - | - | - | - | - | - |
5.03 | Adjusted balance | 7.632.371 | 15.569 | - | 142.516 | (159.261) | - | 7.631.195 |
5.04 | Income (loss) for the period | - | - | - | - | 60.811 | - | 60.811 |
5.05 | Allocations | - | - | - | - | - | - | - |
5.05.01 | Dividends | - | - | - | - | - | - | - |
5.05.02 | Interest on Own Capital | - | - | - | - | - | - | - |
5.05.03 | Other Allocations | - | - | - | - | - | - | - |
5.06 | Realization of Income Reserves | - | - | - | - | - | - | - |
5.07 | Equity Valuation Adjustments | - | - | - | - | - | - | - |
5.07.01 | Marketable Securities Adjustments | - | - | - | - | - | - | - |
5.07.02 | Accumulated Translation Adjustments | - | - | - | - | - | - | - |
5.07.03 | Business Combination Adjustments | - | - | - | - | - | - | - |
5.08 | Capital increase (decrease) | - | - | - | - | - | - | - |
5.09 | Constitution/Realization of Capital Reserves | - | - | - | - | - | - | - |
5.10 | Treasury Stock | - | - | - | - | - | - | - |
5.11 | Other Capital Transactions | - | - | - | - | - | - | - |
5.12 | Other | - | - | - | 4.789 | - | - | 4.789 |
5.12.01 | Lapsed Dividends and Interests on Own Capital | - | - | - | 4.789 | - | - | 4.789 |
5.13 | Ending balance | 7.632.371 | 15.569 | - | 147.305 | (98.450) | - | 7.696.795 |
8
05.02 STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FROM 01/01/2009 to 09/30/2009 (in thousands of Reais)
Account Code | Account Description | Capital | Capital Reserves | Revaluation Reserves |
Revenues Reserves | Retained Losses | Equity Valuation Adjustments |
Total Shareholder's Equity |
5.01 | Beginning balance | 7.613.610 | 34.330 | - | 142.516 | - | - | 7.790.456 |
5.02 | Prior year adjustments | - | - | - | - | - | - | - |
5.03 | Adjusted balance | 7.613.610 | 34.330 | - | 142.516 | - | - | 7.790.456 |
5.04 | Income (loss) for the period | - | - | - | - | (98.450) | - | (98.450) |
5.05 | Allocations | - | - | - | - | - | - | - |
5.05.01 | Dividends | - | - | - | - | - | - | - |
5.05.02 | Interest on Own Capital | - | - | - | - | - | - | - |
5.05.03 | Other Allocations | - | - | - | - | - | - | - |
5.06 | Realization of Income Reserves | - | - | - | - | - | - | - |
5.07 | Equity Valuation Adjustments | - | - | - | - | - | - | - |
5.07.01 | Marketable Securities Adjustments | - | - | - | - | - | - | - |
5.07.02 | Accumulated Translation Adjustments | - | - | - | - | - | - | - |
5.07.03 | Business Combination Adjustments | - | - | - | - | - | - | - |
5.08 | Capital increase (decrease) | 18.761 | (18.761) | - | - | - | - | - |
5.08.01 | Capital increase - Reserves reclassification | 18.761 | (18.761) | - | - | - | - | - |
5.09 | Constitution/Realization of Capital Reserves | - | - | - | - | - | - | - |
5.10 | Treasury Stock | - | - | - | - | - | - | - |
5.11 | Other Capital Transactions | - | - | - | - | - | - | - |
5.12 | Other | - | - | - | 4.789 | - | - | 4.789 |
5.12.01 | Lapsed Dividends and Interests on Own Capital | - | - | - | 4.789 | - | - | 4.789 |
5.13 | Ending balance | 7.632.371 | 15.569 | - | 147.305 | (98.450) | - | 7.696.795 |
9
08.01 CONSOLIDATED BALANCE SHEET ASSETS (in thousands of Reais)
Account Code | Account Description | 09/30/2009 | 06/30/2009 |
1 | Total Assets | 14.510.688 | 14.518.318 |
1.01 | Current Assets | 5.029.958 | 4.812.942 |
1.01.01 | Cash and Cash Equivalents | 959.568 | 773.112 |
1.01.01.01 | Cash and Cash Equivalents | 944.142 | 763.029 |
1.01.01.02 | Marketable Securities | 15.426 | 10.083 |
1.01.02 | Receivables | 2.428.809 | 2.470.139 |
1.01.02.01 | Trade Accounts Receivable | - | - |
1.01.02.02 | Sundry Receivables | 2.428.809 | 2.470.139 |
1.01.02.02.01 | Accounts Receivable | 2.428.809 | 2.470.139 |
1.01.03 | Inventories | 397.483 | 439.149 |
1.01.04 | Other | 1.244.098 | 1.130.542 |
1.01.04.01 | Taxes and Contributions Recoverable | 777.809 | 627.150 |
1.01.04.02 | Deferred Income Tax and Social Contribution | 14.471 | 27.501 |
1.01.04.03 | Prepaid Expenses | 329.894 | 416.782 |
1.01.04.04 | Operations with derivatives | 63.329 | 25.566 |
1.01.04.05 | Other assets | 58.595 | 33.543 |
1.02 | Non-Current Assets | 9.480.730 | 9.705.376 |
1.02.01 | Long-Term Assets | 543.831 | 628.031 |
1.02.01.01 | Sundry Receivables | 310.340 | 373.072 |
1.02.01.01.01 | Taxes and Contributions Recoverable | 199.577 | 262.309 |
1.02.01.01.02 | Deferred Income Tax and Social Contribution | 110.763 | 110.763 |
1.02.01.02 | Intercompany Receivables | - | - |
1.02.01.02.01 | Affiliates and Equivalent | - | - |
1.02.01.02.02 | Subsidiaries | - | - |
1.02.01.02.03 | Other Related Parties | - | - |
1.02.01.03 | Other | 233.491 | 254.959 |
1.02.01.03.01 | Escrow Deposits | 177.153 | 160.876 |
1.02.01.03.02 | Marketable Securities | 11.989 | 9.945 |
1.02.01.03.03 | Prepaid Expenses | 10.770 | 11.808 |
1.02.01.03.04 | Operations with derivatives | 25.675 | 65.313 |
1.02.01.03.05 | Other assets | 7.904 | 7.017 |
1.02.02 | Permanent Assets | 8.936.899 | 9.077.345 |
1.02.02.01 | Investments | - | - |
1.02.02.01.01 | Affiliates/Equivalent | - | - |
1.02.02.01.02 | Subsidiaries | - | - |
1.02.02.01.03 | Other investments | - | - |
1.02.02.02 | Property, Plant and Equipment | 4.450.295 | 4.452.588 |
1.02.02.03 | Intangible Assets | 4.366.112 | 4.494.753 |
1.02.02.04 | Deferred Charges | 120.492 | 130.004 |
10
08.01 CONSOLIDATED BALANCE SHEET LIABILITIES (in thousands of Reais)
Account Code | Account Description | 09/30/2009 | 06/30/2009 |
2 | Total Liabilities | 14.510.688 | 14.518.318 |
2.01 | Current Liabilities | 4.253.949 | 3.822.237 |
2.01.01 | Loans and Financing | 1.434.510 | 1.103.743 |
2.01.02 | Debentures | - | - |
2.01.03 | Suppliers - Trade Payable | 1.995.329 | 1.789.795 |
2.01.04 | Taxes, rates and contributions | 546.743 | 579.988 |
2.01.05 | Dividends payable | 20.566 | 25.438 |
2.01.06 | Provisions | - | - |
2.01.07 | Intercompany Payables | - | - |
2.01.08 | Other | 256.801 | 323.273 |
2.01.08.01 | Operations with derivatives | 42.503 | 103.633 |
2.01.08.02 | Labor obligations | 115.212 | 114.955 |
2.01.08.03 | Other liabilities | 99.086 | 104.685 |
2.02 | Non-Current Liabilities | 2.559.944 | 3.064.886 |
2.02.01 | Long-Term Liabilities | 2.559.944 | 3.064.886 |
2.02.01.01 | Loans and Financing | 2.020.745 | 2.471.151 |
2.02.01.02 | Debentures | - | - |
2.02.01.03 | Provisions | 193.595 | 262.589 |
2.02.01.03.01 | Provision for Contingencies | 187.366 | 256.298 |
2.02.01.03.02 | Actuarial liabilities | 6.229 | 6.291 |
2.02.01.04 | Intercompany Payables | - | - |
2.02.01.05 | Advances for Future Capital Increase | - | - |
2.02.01.06 | Other | 345.604 | 331.146 |
2.02.01.06.01 | Operations with derivatives | 94.455 | 85.410 |
2.02.01.06.02 | Assets retirement obligation | 230.769 | 225.337 |
2.02.01.06.03 | Other liabilities | 20.380 | 20.399 |
2.03 | Deferred Income | - | - |
2.04 | Minority Interest | - | - |
2.05 | Shareholders' Equity | 7.696.795 | 7.631.195 |
2.05.01 | Paid up Capital | 7.632.371 | 7.632.371 |
2.05.02 | Capital Reserves | 15.569 | 15.569 |
2.05.03 | Revaluation Reserve | - | - |
2.05.03.01 | Own Assets | - | - |
2.05.03.02 | Subsidiaries /Affiliates and Equivalent | - | - |
2.05.04 | Revenue Reserves | 147.305 | 142.516 |
2.05.04.01 | Legal | 111.554 | 111.554 |
2.05.04.02 | Statutory | - | - |
2.05.04.03 | For Contingencies | - | - |
2.05.04.04 | Unearned Income | - | - |
2.05.04.05 | Profit Retention | 35.751 | 30.962 |
2.05.04.06 | Special for Undistributed Dividends | - | - |
2.05.04.07 | Other Revenue Reserves | - | - |
2.05.05 | Equity Valuation Adjustments | - | - |
2.05.05.01 | Marketable Securities Adjustments | - | - |
2.05.05.02 | Accumulated Translation Adjustments | - | - |
2.05.05.03 | Business Combination Adjustments | - | - |
2.05.06 | Accumulated Income (Loss) | (98.450) | (159.261) |
2.05.07 | Advances for Future Capital Increase | - | - |
11
09.01 CONSOLIDATED STATEMENTS OF INCOME (in thousands of Reais)
Account Code | Account Description | Amount for Current Quarter 07/01/2009 to 09/30/2009 |
Year-to-Date -current year 01/01/2009 to 09/30/2009 |
Amount for Prior Year Quarter 07/01/2008 to 09/30/2008 |
Year-to-date - prior year 01/01/2008 to 09/30/2008 |
3.01 | Gross Revenues from Goods Sold and/or Services Rendered | 4.629.634 | 13.346.508 | 4.731.548 | 13.404.921 |
3.02 | Deductions from Gross Revenue | (1.292.154) | (3.693.108) | (1.324.625) | (3.818.965) |
3.03 | Net Operating Revenues from Goods Sold and/or Services Rendered | 3.337.480 | 9.653.400 | 3.406.923 | 9.585.956 |
3.04 | Cost of Goods Sold and/or Services Rendered | (1.683.126) | (5.127.150) | (1.813.273) | (5.214.044) |
3.05 | Gross Income | 1.654.354 | 4.526.250 | 1.593.650 | 4.371.912 |
3.06 | Operating Revenues (Expenses) | (1.621.122) | (4.571.394) | (1.566.124) | (4.507.792) |
3.06.01 | Sales | (1.158.235) | (3.278.597) | (1.025.345) | (3.087.164) |
3.06.02 | General and Administrative | (259.131) | (809.032) | (264.762) | (838.274) |
3.06.03 | Financial | (61.866) | (197.036) | (152.942) | (317.934) |
3.06.03.01 | Financial Income | 161.937 | 668.410 | 149.406 | 465.464 |
3.06.03.02 | Financial Expenses | (223.803) | (865.446) | (302.348) | (783.398) |
3.06.04 | Other Operating Revenues | (22.540) | 64.560 | (12.044) | 64.235 |
3.06.05 | Other Operating Expenses | (119.350) | (351.289) | (111.031) | (328.655) |
3.06.06 | Equity Pick Up | - | - | - | - |
3.07 | Operating Loss | 33.232 | (45.144) | 27.526 | (135.880) |
3.08 | Non-operating Result | - | - | - | - |
3.08.01 | Revenues | - | - | - | - |
3.08.02 | Expenses | - | - | - | - |
3.09 | Income before taxes /profit sharing | 33.232 | (45.144) | 27.526 | (135.880) |
3.10 | Income Tax and Social Contribution | 40.610 | (18.326) | (39.579) | (67.934) |
3.11 | Deferred Income Tax | (13.031) | (34.980) | - | - |
3.12 | Profit Sharing /Statutory Contributions | - | - | - | - |
3.12.01 | Profit Sharing | - | - | - | - |
3.12.02 | Contributions | - | - | - | - |
3.13 | Reversal of Interests on own capital | - | - | - | - |
3.14 | Minority Interest | - | - | - | - |
3.15 | Net Loss for the Period | 60.811 | (98.450) | (12.053) | (203.814) |
12
10.01 CONSOLIDATED CASH FLOW STATEMENTS - INDIRECT METHOD (in thousands of Reais)
Account Code | Account Description | Amount for Current Quarter 07/01/2009 to 09/30/2009 |
Year-to-Date -current year 01/01/2009 to 09/30/2009 |
Amount for Prior Year Quarter 07/01/2008 to 09/30/2008 |
Year-to-date - prior year 01/01/2008 to 09/30/2008 |
4.01 | Net cash and cash equivalents generated (used) by operating activities | 764.430 | 1.066.424 | 1.145.517 | 1.719.479 |
4.01.01 | Cash and cash equivalents generated by operating activities | 909.033 | 2.455.149 | 900.231 | 2.537.779 |
4.01.01.01 | Net Loss for the period | 60.811 | (98.450) | (12.053) | (203.814) |
4.01.01.02 | Depreciation and amortization | 663.684 | 1.952.357 | 617.988 | 1.786.360 |
4.01.01.03 | Deferred income tax and social contribution | 13.030 | 34.980 | 4.204 | 29.429 |
4.01.01.04 | Actuarial obligation | (62) | (196) | - | - |
4.01.01.05 | Net book value of permanent asset disposed of | 7.035 | 12.217 | 1.359 | 3.426 |
4.01.01.06 | Monet. rest., oblig. discount asset, DJ, cont. | (17.452) | (6.135) | 6.059 | 17.775 |
4.01.01.07 | Interest and monetary and exchange variation on loans | 94.715 | 259.347 | 163.148 | 334.335 |
4.01.01.08 | Interest on marketable securities | (12.281) | (38.926) | (23.725) | (48.011) |
4.01.01.09 | Allowance for doubtful accounts | 99.553 | 339.955 | 143.251 | 618.279 |
4.01.02 | Variations in assets and liabilities | (144.603) | (1.388.725) | 245.286 | (818.300) |
4.01.02.01 | Accounts receivable - trade receivable | (58.223) | (133.409) | (105.659) | (238.249) |
4.01.02.02 | Taxes and contributions recoverable | (87.928) | (147.058) | 2.044 | 4.092 |
4.01.02.03 | Inventories | 41.666 | 151.031 | (77.420) | (56.315) |
4.01.02.04 | Prepaid expenses | 87.927 | (171.146) | 98.681 | (61.065) |
4.01.02.05 | Other current and non-current assets | (35.850) | (45.032) | 5.083 | (24.800) |
4.01.02.06 | Labor obligations | 257 | 8.221 | 19.108 | 24.430 |
4.01.02.07 | Suppliers - trade payable | (5.579) | (931.047) | 248.683 | (477.836) |
4.01.02.08 | Taxes, rates and contributions | (33.246) | (55.035) | 62.484 | (22.503) |
4.01.02.09 | Provision for contingencies | (48.007) | (50.629) | 3.055 | 33.134 |
4.01.02.10 | Other current and non-current assets liabilities | (5.620) | (14.621) | (10.773) | 812 |
4.01.03 | Other | - | - | - | - |
4.02 | Net cash and cash equivalents generated (used) by investment activities | (318.742) | (1.504.769) | (528.648) | (1.862.941) |
4.02.01 | Marketable securities | 4.894 | 44.470 | 41.813 | 67.987 |
4.02.02 | Additions to property, plant and equipment and intangibles | (324.174) | (1.550.643) | (572.006) | (1.935.476) |
4.02.03 | Property, plant and equipment sold | 538 | 1.404 | 1.545 | 4.548 |
4.03 | Net cash and cash equivalents generated (used) by financing activities | (264.575) | (149.056) | (136.344) | 360.489 |
4.03.01 | New loans | 403.814 | 1.012.811 | 31.014 | 998.511 |
4.03.02 | Loans amortization | (668.376) | (993.857) | (167.218) | (430.253) |
4.03.03 | Dividends and interests on own capital paid | (13) | (168.010) | (140) | (207.769) |
4.04 | Exchange variation on cash and cash equivalents | - | - | - | - |
4.05 | Increase (decrease) on cash and cash equivalents | 181.113 | (587.401) | 480.525 | 217.027 |
4.05.01 | Beginning cash and cash equivalents balance | 763.029 | 1.531.543 | 853.912 | 1.117.410 |
4.05.02 | Ending cash and cash equivalents balance | 944.142 | 944.142 | 1.334.437 | 1.334.437 |
13
11.01 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FROM 07/01/2009 to 09/30/2009 (in thousands of Reais)
Account Code | Account Description | Capital | Capital Reserves | Revaluation Reserves |
Revenues Reserves | Retained Losses | Equity Valuation Adjustments |
Total Shareholder's Equity |
5.01 | Beginning balance | 7.632.371 | 15.569 | - | 142.516 | (159.261) | - | 7.631.195 |
5.02 | Prior year adjustments | - | - | - | - | - | - | - |
5.03 | Adjusted balance | 7.632.371 | 15.569 | - | 142.516 | (159.261) | - | 7.631.195 |
5.04 | Income (loss) for the period | - | - | - | - | 60.811 | - | 60.811 |
5.05 | Allocations | - | - | - | - | - | - | - |
5.05.01 | Dividends | - | - | - | - | - | - | - |
5.05.02 | interests on Own Capital | - | - | - | - | - | - | - |
5.05.03 | Other Allocations | - | - | - | - | - | - | - |
5.06 | Realization of Income Reserves | - | - | - | - | - | - | - |
5.07 | Equity Valuation Adjustments | - | - | - | - | - | - | - |
5.07.01 | Marketable Securities Adjustments | - | - | - | - | - | - | - |
5.07.02 | Accumulated Translation Adjustments | - | - | - | - | - | - | - |
5.07.03 | Business Combination Adjustments | - | - | - | - | - | - | - |
5.08 | Capital increase (decrease) | - | - | - | - | - | - | - |
5.09 | Constitution/Realization of Capital Reserves | - | - | - | - | - | - | - |
5.10 | Treasury Stock | - | - | - | - | - | - | - |
5.11 | Other Capital Transactions | - | - | - | - | - | - | - |
5.12 | Other | - | - | - | 4.789 | - | - | 4.789 |
5.12.01 | Lapsed Dividends and Interests on Own Capital | - | - | - | 4.789 | - | - | 4.789 |
5.13 | Ending balance | 7.632.371 | 15.569 | - | 147.305 | (98.450) | - | 7.696.795 |
14
11.02 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FROM 01/01/2009 to 09/30/2009 (in thousands of Reais)
Account Code | Account Description | Capital | Capital Reserves | Revaluation Reserves |
Revenues Reserves | Retained Losses | Equity Valuation Adjustments |
Total Shareholder's Equity |
5.01 | Beginning balance | 7.613.610 | 34.330 | - | 142.516 | - | - | 7.790.456 |
5.02 | Prior year adjustments | - | - | - | - | - | - | - |
5.03 | Adjusted balance | 7.613.610 | 34.330 | - | 142.516 | - | - | 7.790.456 |
5.04 | Income (loss) for the period | - | - | - | - | (98.450) | - | (98.450) |
5.05 | Allocations | - | - | - | - | - | - | - |
5.05.01 | Dividends | - | - | - | - | - | - | - |
5.05.02 | interests on Own Capital | - | - | - | - | - | - | - |
5.05.03 | Other Allocations | - | - | - | - | - | - | - |
5.06 | Realization of Income Reserves | - | - | - | - | - | - | - |
5.07 | Equity Valuation Adjustments | - | - | - | - | - | - | - |
5.07.01 | Marketable Securities Adjustments | - | - | - | - | - | - | - |
5.07.02 | Accumulated Translation Adjustments | - | - | - | - | - | - | - |
5.07.03 | Business Combination Adjustments | - | - | - | - | - | - | - |
5.08 | Capital increase (decrease) | 18.761 | (18.761) | - | - | - | - | - |
5.08.01 | Capital increase - Reserves reclassification | 18.761 | (18.761) | - | - | - | - | - |
5.09 | Constitution/Realization of Capital Reserves | - | - | - | - | - | - | - |
5.10 | Treasury Stock | - | - | - | - | - | - | - |
5.11 | Other Capital Transactions | - | - | - | - | - | - | - |
5.12 | Other | - | - | - | 4.789 | - | - | 4.789 |
5.12.01 | Lapsed Dividends and Interests on Own Capital | - | - | - | 4.789 | - | - | 4.789 |
5.13 | Ending balance | 7.632.371 | 15.569 | - | 147.305 | (98.450) | - | 7.696.795 |
15
TIM PARTICIPAÇÕES S.A.
NOTES TO THE QUARTERLY INFORMATION
September 30,2009
(In thousand of Reais, unless otherwise stated)
1 Operations
TIM Participações S.A. (TIM Participações or the Company), is a publicly-held company controlled by TIM Brasil Serviços e Participações S.A., a Telecom Italia Groups company, who holds interests of 81.32% of its voting capital and 69.86% of its total capital.
The Companys main operations comprise the control of companies exploring telecommunications services, especially personal mobile and fixed telephony in its authorization areas.
Through its wholly-owned subsidiary TIM Celular S.A. (TIM Celular), the Company holds all the capital of TIM Nordeste S.A. (TIM Nordeste). TIM Celular operates as a provider of Commuted Fixed Telephone Service (STFC) of the following types: Local, Domestic Long Distance and International Long Distance, and Multimedia Communication Service (SCM) in every Brazilian states. Also, together with its subsidiary, it operates as a provider of Personal Mobile Service in every Brazilian states.
The services provided by the subsidiaries are regulated by ANATEL Brazilian Telecommunications Agency in charge of regulating all Brazilian telecommunications. The exploration of the Personal Mobile Service (SMP) and the Commuted Fixed Telephone Service (STFC) is for an indefinite period.
16
The authorization for use of radio-frequency granted to the subsidiaries mature as follows:
TIM Nordeste | Expiry Date | |||
Radio-frequencies 800 MHz, 900 MHz and 1.800 MHz |
Radio- frequencies 3G | |||
1. Pernambuco | May, 2024 | April, 2023 | ||
2. Ceará | November, 2023 | April, 2023 | ||
3. Paraíba | December, 2023 | April, 2023 | ||
4. Rio Grande do Norte | December, 2023 | April, 2023 | ||
5. Alagoas | December, 2023 | April, 2023 | ||
6. Piauí | March, 2024 | April, 2023 | ||
7. Minas Gerais (except for the Triângulo Mineiro(*) municipalities for Radio- frequencies 3G) | April, 2013 | April, 2023 | ||
8. Bahia e Sergipe | August, 2012 | April, 2023 | ||
(*) The Far Western region of the state of Minas Gerais. |
17
TIM Celular | Expiry Date | |||
Radio-frequencies 800 MHz, 900 MHz and 1.800 MHz |
Radio- frequencies 3G | |||
1. Amapá, Roraima, Pará, Amazonas, Maranhão, Rio de Janeiro and Espírito Santo | March, 2016 | April, 2023 | ||
2. Acre, Rondônia, Mato Grosso, Mato Grosso do Sul, Tocantins, Distrito Federal, Goiás, Rio Grande do Sul (except for Pelotas and the respective region) and Londrina and Tamarana in Paraná municipalities. | March, 2016 | April, 2023 | ||
3. São Paulo | March, 2016 | April, 2023 | ||
4. Paraná (except for Londrina and Tamarana in Paraná municipalities) | September, 2022 | April, 2023 | ||
5. Santa Catarina | September, 2023 | April, 2023 | ||
6. Pelotas and the respective region in the state of Rio Grande do Sul | April, 2024 | April, 2023 |
Renewal of authorizations
The radio-frequency licensing authorizations for the 800 MHz, 900 MHz and 1800 MHz bands referring to the SMP service provision, begin to expire in September 2007 (under the Term of Authorization for the State of Paraná except for Londrina and Tamarana municipalities) and are renewable for one more 15-year period, requiring payment, at every two-year period, of the equivalent to 2% (two percent) of the prior years revenue net of taxes, by way of investment under the Basic and Alternative Service Plans. The first payment, in the amount of R$ 9,723, was paid at May 04, 2009.
The renewal of five (5) radio-frequency licensing authorizations which matured in 2008 were formalized through the following acts: Act 7.383 - state of Alagoas; Act 7.385 state of Ceará; Act 7.386 state of Paraíba ; and Act 7.390 state of Rio Grande do Norte. Also, the renewal of three (3) radio frequency licensing authorizations maturing in 2009 were formalized through the following acts: Act 7.388 state of Pernambuco; and Act 7.389 state of Piauí, all published in the DOU (Official Gazette) of 11/28/2008. The Act 5.520 referring to renewal of authorization in the State of Santa Catarina was published in the Official Gazette of 09/22/2008. The renewal of radio-frequency licensing authorization referring the SMP service provision for Pelotas, Morro Redondo, Capão do Leão and Turuçu, all in Rio Grande do Sul municipalities, were formalized by the Act 1,848 published in the DOU of 04/13/2009.
18
2 Quarterly Information Preparation and Presentation Basis
a. Preparation and disclosure criteria
The financial statements were prepared in accordance with accounting practices applicable in Brazil (BR GAAP), based on the Corporate Law, CVM Brazilian Securities Commission standards and procedures including the new provisions introduced (those amended and revoked by Law 11.638 of December 28, 2007 and the Provisional Measure 449 of December 3, 2008), superseded by law 11,941 of May 27, 2009, for the standards applicable to public telecommunications service concessionaires/authorized companies; and the accounting pronouncements issued by the Comitê de Pronunciamentos Contábeis CPC (Accounting Pronouncements Committee).
The company still holds American Depositary Receipts traded on the New York Stock Exchange USA. Because of it, the Company is subject to the rules of the Securities and Exchange Commission (SEC). In order to meet its market needs, it is the Companys principle to disclose information prepared in accordance with the BR GAAP, simultaneously to both markets in Brazilian Reais, in Portuguese and in English.
Assets and liabilities are classified as current when their realization or settlement is estimated to occur in the next twelve months. Otherwise, they are shown as non-current. Monetary assets and liabilities denominated in foreign currencies were converted into Reais at the exchange rate in effect at the balance sheet date. The translation differences were recognized in the statement of income.
b. Consolidated Quarterly Information
The consolidated quarterly information includes assets, liabilities and the consolidated results of operations of the Company and its subsidiaries TIM Celular e TIM Nordeste, respectively, as follows:
% Participation | ||||||||
09/2009 | 06/2009 | |||||||
Direct | Indirect | Direct | Indirect | |||||
TIM Participações | ||||||||
TIM Celular | 100.00 | - | 100.00 | - | ||||
TIM Nordeste | - | 100.00 | - | 100.00 |
The quarterly information of subsidiaries included in consolidation coincide with those of the parent company and the accounting policies were consistently applied by the consolidated companies in relation to the previous period.
19
The main consolidation procedures are as follows:
I. Elimination of intercompany consolidated assets and liabilities accounts;
II. Elimination of participation in capital, reserves and retained earnings of the subsidiaries;;
III. Elimination of consolidated intercompany revenues and expenses.
c. Comparability of the Quarterly Information
The Company and its subsidiaries aim to continuously improve their corporate governance level, the presentation of quarterly information and mainly the alignment with the accounting practices required by CVM, CPC, Law Nº. 11638/07, Law Nº. 11941/09 and the international practices, specifically applicable to their industry. The following are adjustments and reclassifications of the financial statements originally published in the third quarter of 2008:
(a) Adjustment of financial instruments to market value;
(b) Deferral of borrowing costs and rates, which were expensed in prior years;
(c) The equity accounting adjustment on the above mentioned items;
(d) Because the non-operating income line that was eliminated by Law 11,941/09 in line with the non-operating result.
(e) It represents the reclassification of liquidated damages to gross operating revenues, originally presented in other operating revenues.
Parent Company 09/2008 | ||||||
STATEMENTS OF INCOME | Original | (c) | Adjusted | |||
Equity pickup | (109,664) | (91,003) | (200,667) | |||
Net loss for the period | (112,811) | (91,003) | (203,814) | |||
20
Consolidated | ||||||||||||
09/2008 | ||||||||||||
STATEMENTS OF INCOME | Original | (a) | (b) | (d) | (e) | Adjusted | ||||||
Gross Revenues | ||||||||||||
Telecomunication services (Nota 22) | 12,120,913 | - | - | - | 50,990 | 12,171,903 | ||||||
Goods sold (Nota 22) | 1,233,018 | - | - | - | - | 1,233,018 | ||||||
13,353,931 | - | - | - | 50,990 | 13,404,921 | |||||||
Deductions from gross revenue (Nota 22) | (3,817,104) | - | - | - | (1,861) | (3,818,965) | ||||||
Net operating revenue (Nota 22) | 9,536,827 | - | - | - | 49,129 | 9,585,956 | ||||||
Cost of goods sold and/ or services rendered (Nota 23) | (5,214,044) | - | - | - | - | (5,214,044) | ||||||
Gross income | 4,322,783 | - | - | - | 49,129 | 4,371,912 | ||||||
Operating revenues (expenses): | ||||||||||||
Sales (Nota 24) | (3,087,164) | - | - | - | - | (3,087,164) | ||||||
General and administrative (Note 25) | (838,274) | - | - | - | - | (838,274) | ||||||
Other operating revenues, net (Note 26) | (211,846) | - | - | (3,445) | (49,129) | (264,420) | ||||||
(4,137,284) | - | - | (3,445) | (49,129) | (4,189,858) | |||||||
Operating result before financial result | 185,499 | - | - | (3,445) | - | 182,054 | ||||||
Financial revenues (expenses): | ||||||||||||
Financial revenues (Note 27) | 345,727 | 119,737 | - | - | - | 465,464 | ||||||
Financial expenses (Note 28) | (579,315) | (194,950) | (9,133) | - | - | (783,398) | ||||||
(233,588) | (75,213) | (9,133) | - | - | (317,934) | |||||||
Operating loss | (48,089) | (75,213) | (9,133) | (3,445) | - | (135,880) | ||||||
Non-operating result | (3,445) | - | - | 3,445 | - | - | ||||||
Income tax, social contribution (Note 29) | (67,934) | - | - | - | - | (67,934) | ||||||
Net loss for the period | (119,468) | (75,213) | (9,133) | - | - | (203,814) | ||||||
3 Summary of the main accounting practices
a. Cash and cash equivalents
These include the balances of the checking account and short-term investments in the money market redeemable in up to 90 days from the balance sheet date, the market value of which is hardly subject to change.
21
b. Financial Instruments
The financial instruments are only recognized as from the date the Company and its subsidiaries become part of the financial instruments contracts. After being recognized they are initially recorded at the fair value plus the transaction costs directly attributable to acquisition. An exception occurs in the case of financial assets and liabilities classified at the fair value, being directly entered into the Income for the Year. Subsequently they are measured at each balance sheet date, in accordance with the rules applying to each classification of financial assets and liabilities.
b.1) Financial assets: the main financial assets recognized by the Company and its subsidiaries are: cash and cash equivalents; short-term investments in the Money market; unrealized gains on derivative operations and trade receivables. These assets are classified under the following categories, according to the purpose for which they were acquired or issued:
(i) Financial assets at fair value through profit and loss: in this category are financial assets held for trading and those initially assigned the fair value under Income. If their original purpose is sale or repurchase in the short term, they are classified as items held for trading. Derivative instruments are also classified as held for trading. At each balance sheet date they are measured at fair value. The interest, monetary restatement, exchange variation and variations arising from determination at fair value are recognized as income, as incurred, on the financial revenue and expense line.
(ii) Loans and receivables: these are non-derivative instruments with fixed or determinable payments, though not quoted in an active market. After the initial recognition, they are measured at the amortized cost, using the effective yield method. The interest rate, monetary restatement and exchange variation less, where applicable, losses on the recoverable value, are recognized as income, as incurred, on the financial revenue and expense line.
(iii) Investments held to maturity date: these are financial, non-derivative assets with fixed or determinable payments and defined maturity for which the Company has a positive intention and ability to hold until the maturity date. After the initial recognition, they are measured at the amortized cost, using the effective yield method. The interest rate, monetary restatement and exchange variation less, where applicable, losses on the recoverable value, are recognized as income, as incurred, on the financial revenue and expense line.
22
b.2) Financial liabilities: the main financial liabilities recognized by the Company and its subsidiaries are: trade payables, unrealized losses on derivative operations and loans and financing. They are classified under the following categories, according to the nature of the contracted financial instruments:
(i) Financial liabilities at fair value through profit and loss: these include financial liabilities usually traded before maturity, liabilities recorded, upon the initial recognition, at fair value through the profit and loss and derivative instruments. At each balance sheet date they are measured at fair value. The interest rate, monetary restatement, exchange variation and variations arising from determination at fair value, where applicable, are recognized as income, as incurred, on the financial revenue and expense line.
(ii) Financial liabilities not measured at fair value: these are financial, non-derivative liabilities which are not usually traded before the maturity date. After the initial recognition they are measured at the amortized cost, using the effective yield method. The interest rate, monetary restatement, exchange variation and variations arising from determination at fair value, where applicable, are recognized as income, as incurred, on the financial revenue and expense line.
c. Accounts receivable
Accounts receivable from the telecommunications service customers are calculated at the tariff rate ruling on the date of service-rendering, including credits for services rendered but not billed until the balance sheet date, receivables from network use and receivables from sales of cell phone sets and accessories.
d. Allowance for doubtful accounts
The allowance for doubtful accounts is recorded based on the customer base profile, the aging of overdue accounts, the economic scenario and the risks involved in each case. The allowance amount is considered sufficient to cover probable losses on the receivables.
e. Inventories
Inventories are stated at the average acquisition cost. A provision is recognized to adjust the cost of handsets and accessories to net realizable value.
23
f. Prepaid expenses
Prepaid expenses are stated at the amounts actually spent but not yet incurred.
The subsidy on the sale of handsets and connect cards to postpaid subscribers are deferred and amortized over the minimum term of the service contract signed by subscribers (12 months). The penalties contractually established for those subscribers who cancel their subscription or migrate to prepaid plans before the end of the term of the contract are higher than the subsidy incurred on the sale of handsets and connect cards.
g. Investments
The investments in subsidiaries are valued by the equity method. The other investments are shown at cost, net of the provision for devaluation, where applicable.
h. Property, plant and equipment
Property, plant and equipment is stated at acquisition and/or construction cost, less accumulated depreciation calculated based on the straight-line method at rates that take into consideration the estimated useful lives of the assets. Repair and maintenance costs which extend the useful lives of the related assets are capitalized, while other routine costs are charged to the result of operations.
Interest computed on debts that are directly linked to the finance of the construction of property, plant and equipment, is capitalized until the related assets become operational and depreciated based on the useful lives of related assets.
Estimated costs to be incurred on dismantling cellular towers and equipment on leased property are capitalized and depreciated based on the useful lives of the related assets.
The Companys management reviews property, plant and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset or group of assets may not be recoverable on the basis of undiscounted future cash flows. The reviews are carried out at the lowest level of asset groups to which management is able to attribute identifiable future cash flows. The Company analyzes the net book value of the underlying assets and adjusts it if the sum of the expected future cash flows is less than the net book value. These reviews have not indicated the need to recognize any impairment losses.
The estimated useful lives of all property, plant and equipment items are regularly reviewed considering technological advances.
24
i. Intangible assets
Intangibles assets reflect: (i) the purchase of authorizations and radio frequency band licensing, shown at the acquisition cost; (ii) goodwill and (iii) software in use and/or under development.
The amortization expenses are calculated on the straight-line method over the useful life of assets, as follows: five years for radio frequency bands and software; and fifteen years for authorizations. The goodwill was amortized in 2008 according to its useful life estimated in ten years, and has not been amortized in 2009.
The estimates of useful lives of property, plant and equipment are regularly reviewed in order to reflect technological changes.
TIM Celular´s goodwill was recorded based on the expected future profitability. It is periodically reviewed concerning its profitability.
j. Deferred charges
The deferred charges comprise pre-operating expenses and financial costs of the required working capital at the subsidiaries´ pre-operating stage, which are amortized on the straight-line basis in ten years from the date the subsidiaries become operative.
k. Liabilities
These are recognized in the balance sheet when the Company has a legal obligation or one arising from past events, the settlement of which may require disbursement of economic resources. Some liabilities involve uncertainties concerning the term and value, being estimated as incurred and recorded by means of a provision. The provisions are recorded based on the best estimates of related risks.
l. Income tax and social contribution
The provision for income tax and social contribution is calculated in accordance with pertinent legislation in force at the balance sheet date. Income tax is calculated at 15% on taxable income, plus 10% surtax on portions exceeding R$240 in a 12-month period. Social contribution is calculated at 9% on taxable income recognized on the accrual basis. As a consequence, temporarily non-deductible expenses included in the book value of income or temporarily non-deductible revenues excluded from taxable income give rise to deferred tax credits and debits.
25
Deferred taxes are recognized on temporary differences and income and social contribution tax losses, when applicable, and are recorded as current and noncurrent according to the expected realization supported by projected future taxable income which is reviewed every year and properly approved by Companys management. Only 30% of tax loss carriedforward can be used to offset taxable income in any given year.
Prepaid amounts or those which can be offset are shown as current or non-current assets, depending on the expectative of its realization.
TIM Nordeste, indirectly owned by TIM Participações, through Certificates (Laudos Constitutivos) No. 0144/2003 and No. 0232/2003, issued on March 31, 2003 by the Agency for Development of the Northeast Region of Brazil - ADENE, became eligible to the following tax incentives: (i) 75% reduction in income tax and non-refundable surtaxes, for 10 (ten) years, from 2002 to 2011, calculated on profit from tax incentive activities (lucro da exploração) resulting from implementation of their installed capacity to render digital mobile telephony services; and (ii) reduction by 37.5%, 25% and 12.5% in income tax and refundable surtaxes, for fiscal years 2003, 2004 to 2008 and 2009 to 2013, respectively, calculated on profit from tax incentive activities resulting from the installed capacity for rendering analogical mobile telephony services.
m. Provision for contingencies
This provision is set up based on the opinion of the Companies´ internal and external lawyers and management, in an amount deemed sufficient to cover probable losses and risks. Possible losses and risks are disclosed, while remote losses are not.
n. Assets retirement obligations
The Company records as asset retirement obligations the present value of the estimated costs to be incurred for dismantling and removing cellular towers and equipment from leased sites. The offset to this provision is recorded as property, plant and equipment, and the depreciation is calculated based on the useful lives of the corresponding assets.
26
o. Revenue recognition
Wireless services revenue primarily includes monthly recurring charges (subscriptions), airtime (usage of telephone), roaming charges and long distance calls. Wireless services revenue is recognized based upon minutes of use processed, net of credits and adjustments for services discounts. Billings are recorded monthly and the revenues not billed between the billings date and the end of the month are identified and processed and recognized in the month the service was rendered. Revenues from prepaid services are recognized when the services are rendered to customers. Revenue and related expenses associated with the sale of wireless handsets and accessories are recognized when the products are delivered and accepted by the customer or distributors.
p. Pension plans and other post-employment benefits
The Company and its subsidiaries record the adjustments related to the obligations of the employees pension plan, based on the Projected Credit Unit method, in conformity with the rules established by IBRACON NPC 26, approved by CVM Deliberation N°. 371.
q. Employees profit sharing
The Company and its subsidiaries monthly record a provision for employees profit sharing, based on the targets disclosed to its employees and approved by the Board of Directors. The related amounts are recorded as personnel expenses and allocated to the statements of operations accounts considering each employees cost center.
r. Use of estimates
Estimates are used for measuring and recognizing certains assets and liabilities reflected in the financial statements of the Company. In making these estimates, past and current experiences, assumptions underlying future events, and other objective and subjective factors were taken into account. Among the significant items subject to estimates are: the determination of useful lives of fixed and intangible assets; the allowance for doubtful accounts; the provision for losses on inventories; an analysis of fixed and intangible assets recovery amounts; deferred income tax and social contribution; rates and deadlines considered for adjusting certain assets and liabilities to present value; the provision for actuarial liabilities; the provision for contingencies; quantification of the fair value of financial instruments; considerations concerning recognition and measurement of development costs capitalized as intangible assets; estimates for disclosure of a sensitivity analysis of derivative instruments according to CVM Instruction 475/08. Due to the inaccuracies inherent in their determination, when settled, the transactions involving estimates may result in rather different amounts from those reflected in the financial statements.
27
s. Adjustment to Present Value
The Company and its subsidiaries, in accordance with the law 11,638/07, recognize present value adjustments for long-term assets and liabilities. The present value effects are also recorded for short-term balances if these effects are significant, comparing to the Companys working capital and considering the financial statements as a whole. The discount to present value is based on the basic interest rate prevailing in the Brazilian market (commonly Interbank Deposit Certificate - CDI).
4 Cash and cash equivalents
Parent Company | Consolidated | |||||||
09/2009 | 06/2009 | 09/2009 | 06/2009 | |||||
Cash and Banks | 63 | 229 | 216,541 | 218,841 | ||||
Marketable securities: | ||||||||
CDB | 36,864 | 43,468 | 727,601 | 544,188 | ||||
36,927 | 43,697 | 944,142 | 763,029 | |||||
5 Marketable Securities | ||||||||
Parent Company | Consolidated | |||||||
09/2009 | 06/2009 | 09/2009 | 06/2009 | |||||
CDB | 2 | 611 | 27,023 | 19,736 | ||||
Federal Public Securities | 392 | 292 | 392 | 292 | ||||
394 | 903 | 27,415 | 20,028 | |||||
Current portion | (92) | - | (15,426) | (10,083) | ||||
Long-term potion | 302 | 903 | 11,989 | 9,945 | ||||
The companys average yield on TIM Participações´ consolidated investments is 101.83% of the CDI Interbank Deposit Certificate variation.
These investments are redeemable at any time, with no significant loss on recorded yield, except in the case of long-term investments earmarked for use in connection with legal suits.
28
6 Accounts Receivable
Consolidated | ||||
09/2009 | 06/2009 | |||
Billed services | 794,021 | 780,861 | ||
Unbilled services | 517,806 | 553,140 | ||
Network use | 574,728 | 610,184 | ||
Goods sold | 764,235 | 776,327 | ||
Other receivables | 84,554 | 64,819 | ||
2,735,344 | 2,785,331 | |||
Allowance for doubtful accounts | (306,535) | (315,192) | ||
2,428,809 | 2,470,139 | |||
The changes in the allowance for doubtful accounts were as follows:
Consolidated | ||||
09/2009 | 06/2009 | |||
(9 months) | (6 months) | |||
Opening balance | 362,103 | 362,103 | ||
Provision set up | 339,955 | 240,402 | ||
Provision written-off | (395,523) | (287,313) | ||
Closing balance | 306,535 | 315,192 | ||
29
7 Inventories
Consolidated | ||||
09/2009 | 06/2009 | |||
Cell phone sets | 360,381 | 412,170 | ||
Acessories and prepaid cards | 23,854 | 23,767 | ||
TIM chips | 23,699 | 20,049 | ||
407,934 | 455,986 | |||
Provision for adjustment to realizable value | (10,451) | (16,837) | ||
397,483 | 439,149 | |||
8 Taxes and contributions recoverable
Parent Company | Consolidated | |||||||
09/2009 | 06/2009 | 09/2009 | 06/2009 | |||||
Income tax | 7,320 | 7,333 | 108,104 | 101,422 | ||||
Social contribution | - | - | 31,095 | 25,837 | ||||
ICMS | - | - | 573,807 | 505,353 | ||||
PIS / COFINS | - | - | 243,636 | 237,470 | ||||
IRRF recoverable | 816 | 595 | 12,304 | 11,232 | ||||
Other | 1 | 2 | 8,440 | 8,145 | ||||
8,137 | 7,930 | 977,386 | 889,459 | |||||
Current portion | (825) | (597) | (777,809) | (627,150) | ||||
Long-term potion | 7,312 | 7,333 | 199,577 | 262,309 | ||||
The parent companys long-term portion basically refers to income tax and social contribution recoverable, whereas the consolidated figure also includes ICMS on the subsidiaries´ acquisition of property, plant and equipment items.
The Company and TIM Celular have filed suits against the alleged unconstitutionality, of Law 9.718 for expanding the basis of calculation of taxes dealt with therein, and preventing collection of PIS and COFINS on other revenues than those arising from the Companys sales. However, as they have not had a final favorable sentence, no PIS and COFINS credits have been recorded. According to the Management, there is the probability of a favorable outcome to these companies. The amounts involved are respectively R$ 18,085 and R$ 42,006, monetarily adjusted.
30
9 Deferred income tax and social contribution
Below, the composition of deferred income tax and social contribution:
Parent Company | Consolidated | |||||||
09/2009 | 06/2009 | 09/2009 | 06/2009 | |||||
Tax loss | 5,875 | 5,617 | 1,636,181 | 1,628,326 | ||||
Negative social contribution basis | 2,180 | 2,022 | 589,800 | 586,164 | ||||
Allowance for doubtful accounts | - | - | 104,222 | 107,165 | ||||
Derivative operations | - | - | 16,304 | 33,375 | ||||
Provision for contingencies | 1,606 | 3,147 | 63,705 | 87,141 | ||||
Accelerated depreciation of TDMA equipment | - | - | 19,494 | 21,816 | ||||
Adjustment to present value 3G licensing | - | - | 29,130 | 29,130 | ||||
Goodwill | 4,546 | 4,546 | 4,546 | 4,546 | ||||
Other | 1,537 | 1,558 | 40,297 | 38,110 | ||||
15,744 | 16,890 | 2,503,679 | 2,535,773 | |||||
Provision for devaluation of tax credits | (15,744) | (16,890) | (2,378,445) | (2,397,509) | ||||
- | - | 125,234 | 138,264 | |||||
Current portion | - | - | (14,471) | (27,501) | ||||
Long-term portion | - | - | 110,763 | 110,763 | ||||
Pursuant to CVM Rule Nº 371/02, TIM Nordeste, based on the expected generation of future taxable profit determined by a technical study approved by the Company management and reviewed by the supervisory board, recognized tax credits on income tax and social contribution losses carryforward and on temporary differences, which are not subject to statute of limitations.
Based on this technical study of future taxable income generation, TIM Nordeste expects to recover these credits as follows:
2009 | 14,471 | |
2010 | 51,806 | |
2011 | 58,957 | |
125,234 | ||
31
The estimates of tax credit recoveries were based on projections of taxable income, which in turn relied on financial and business forecasts made at the end of 2008. Given the uncertainties usually surrounding forecasts, these estimates may not be realized in the future.
Accumulated tax losses and negative bases
The consolidated tax losses and negative social contribution bases give rise to tax credits which are recognized only if their prospects of realization are consistent and they are not barred by statutes of limitation. These tax credits can be summarized as follows:
09/2009 | 06/2009 | |||||||
Basis | Tax Credit | Basis | Tax Credit | |||||
Tax loss | 6,544,724 | 1,636,181 | 6,513,305 | 1,628,326 | ||||
Negative basis | 6,553,334 | 589,800 | 6,512,933 | 586,164 | ||||
Temporary differences | 816,757 | 277,698 | 944,950 | 321,283 | ||||
13,914,815 | 2,503,679 | 13,971,188 | 2,535,773 | |||||
10 Prepaid expenses
Consolidated | ||||
09/2009 | 06/2009 | |||
FISTEL (*) | 125,157 | 250,314 | ||
Subsidized sale of phone sets and mini-modems | 172,259 | 124,790 | ||
Rentals | 11,697 | 12,464 | ||
Unpublicized advertising | 9,192 | 10,060 | ||
Financial charges on loans | 2,690 | 3,141 | ||
Other | 19,669 | 27,821 | ||
340,664 | 428,590 | |||
Current portion | (329,894) | (416,782) | ||
Long-term portion | 10,770 | 11,808 | ||
(*) FISTEL is related to year ending December 31, 2009 and will be amortized based on generating factor.
32
11 Investments
Parent Company | ||||
09/2009 | 06/2009 | |||
Investments | ||||
Subsidiaries | 7,693,270 | 7,635,304 | ||
(a) Shareholding in subsidiaries: | ||||
TIM Celular | ||||
09/2009 | 06/2009 | |||
- Subsidiary | ||||
Number of shares held | 31,506,833,561 | 31,506,833,561 | ||
Participation in total capital | 100% | 100% | ||
Shareholders´ equity | 7,693,270 | 7,635,304 | ||
Income (Loss) for the period | (95,598) | (153,564) | ||
Equity pickup | (95,598) | (153,564) | ||
Investment amount | 7,677,389 | 7,619,423 | ||
Special goodwill reserve (*) | 15,881 | 15,881 | ||
Investment amount | 7,693,270 | 7,635,304 | ||
(*)The special goodwill reserve recorded by TIM Nordeste and TIM Celular represents the parent companys rights in future capitalizations. These tax benefits are connected with goodwill paid upon privatization of Tele Nordeste Celular Participações S.A (merged into TIM Participações in August 2004) and Tele Celular Sul Participações S.A. (formerly TIM Participações). This goodwill was recorded against the special goodwill reserve, under Shareholders equity. Based on the projected income and the concession duration, in the first two years amortization was at 4% p.a., and the remainder being fully amortized.
33
(b) Changes in investments in subsidiaries:
TIM Celular | ||
Investment as of December 31, 2008 | 7,788,868 | |
Equity pickup | (95,598) | |
Investment as of June 30, 2009 | 7,693,270 | |
12 Propery, plant and equipment
Consolidated | ||||||||||
09/2009 | 06/2009 | |||||||||
Annual | ||||||||||
depreciation | ||||||||||
rate | Accumulated | |||||||||
% | Cost | depreciation | Net | Net | ||||||
Switching / transmission | ||||||||||
equipment | 14.29 | 8,122,330 | (5,611,256) | 2,511,074 | 2,587,927 | |||||
Loan-for-use handsets | 50 | 1,134,378 | (798,017) | 336,361 | 346,446 | |||||
Infrastructure | 33.33 | 1,877,628 | (1,004,133) | 873,495 | 887,161 | |||||
Leasehold improvements | 33.33 | 122,879 | (95,768) | 27,111 | 27,624 | |||||
Computer assets | 20 | 1,092,321 | (924,393) | 167,928 | 198,041 | |||||
General use assets | 10 | 375,301 | (169,066) | 206,235 | 209,102 | |||||
Assets and facilities in use | 12,724,837 | (8,602,633) | 4,122,204 | 4,256,301 | ||||||
Plots of land | 27,974 | - | 27,974 | 27,916 | ||||||
Construction work in progress | 300,117 | - | 300,117 | 168,371 | ||||||
13,052,928 | (8,602,633) | 4,450,295 | 4,452,588 | |||||||
The construction work in progress basically refers to the construction of new transmission units (Base Radio Broadcast Station - ERB) for network expansion.
In the quarter ended September 30, 2009, R$ 1.110 of property, plant and equipment was capitalized by the subsidiaries, (June 30, 2009 R$450) relating to financial charges on loans taken to finance the construction.
34
Operating technologies
The subsidiaries´ operate their service network using TDMA, GSM and 3G technologies. At September 30, 2009, no provision for loss on recovery of property, plant and equipment was deemed necessary. The assets related to TDMA technology are fully depreciated.
13 Intangibles
The authorizations for SMP exploitation rights and radio-frequency licensing, software pieces and other items, can be thus shown:
Parent Company | ||||||||||
09/2009 | 06/2009 | |||||||||
Annual average | ||||||||||
depreciation | Accumulated | |||||||||
rate % | Cost | Amortization | Net | Net | ||||||
Software licensing | 20 | 5,309,628 | (3,376,003) | 1,933,625 | 2,000,730 | |||||
Concession licenses | 7 to 20 | 4,491,097 | (2,094,030) | 2,397,067 | 2,478,397 | |||||
Assets and facilities under construction | - | 31,666 | - | 31,666 | 11,844 | |||||
Goodwill (*) | 10 | 16,918 | (13,371) | 3,547 | 3,547 | |||||
Other assets | 20 | 3,040 | (2,833) | 207 | 235 | |||||
9,852,349 | (5,486,237) | 4,366,112 | 4,494,753 | |||||||
(*) The goodwill was amortized in 2008 according to its useful life estimated in ten years, and has not been amortized in 2009. |
Acquisition of authorizations 3G technology
In April 2008 TIM Celular and TIM Nordeste jointly signed the terms of authorizations to use Radio-frequencies at the F, G, and I (1.9GHz/2.1GHz) radio-frequency sub-bands referring to the 3G (UMTS) pattern and corresponding to all the Brazilian states, except the Triângulo Mineiro municipalities in the state of Minas Gerais. These authorizations are valid for 15 years, and renewable for a further equal period.
35
As a consequence of this purchase, the subsidiaries assumed coverage commitments to be met using the acquired frequencies (1.9GHz/2.1GHz) in several municipalities, including those with less than 30,000 inhabitants.
14 Deferred charges
Consolidated | ||||
09/2009 | 06/2009 | |||
Pre-operating expenses: | ||||
Third parties services | 228,665 | 228,665 | ||
Personnel expenses | 79,367 | 79,367 | ||
Rentals | 48,914 | 48,914 | ||
Materials | 3,439 | 3,439 | ||
Depreciation | 10,202 | 10,202 | ||
Financial charges, net | 46,774 | 46,774 | ||
Other expenses | 5,990 | 5,990 | ||
423,351 | 423,351 | |||
Accumulated amortization | (302,859) | (293,347) | ||
120,492 | 130,004 | |||
15 Suppliers Trade payables
Parent Company | Consolidated | |||||||
09/2009 | 06/2009 | 09/2009 | 06/2009 | |||||
Local currency | ||||||||
Suppliers of materials e services | 226 | 1,561 | 1,572,658 | 1,406,384 | ||||
Interconnection (a) | - | - | 224,097 | 211,807 | ||||
Roaming (b) | - | - | 670 | 706 | ||||
Co-billing (c) | - | - | 96,745 | 103,880 | ||||
226 | 1,561 | 1,894,170 | 1,722,777 | |||||
Foreign currency | ||||||||
Suppliers of materials e services | - | 106 | 53,134 | 32,512 | ||||
Roaming (b) | - | - | 48,025 | 34,506 | ||||
- | 106 | 101,159 | 67,018 | |||||
226 | 1,667 | 1,995,329 | 1,789,795 | |||||
36
(a) This refers to the use of network of other fixed and mobile cell telephone operators, with calls being initiated at TIM network and ended in the network of other operators.
(b) This refers to calls made by customers outside their registration area, who are therefore considered visitors in the other network (roaming); and
(c) This refers to calls made by customers when they choose another long-distance call operator (co-billing).
16 Loans and financing
Consolidated | ||||||
Guarantees | 09/2009 | 06/2009 | ||||
Banco do Nordeste: financing subject to pre-fixed interest of 10% p.a. and a 15% and 25% bonus on charges, for payment upon maturity. This financing is the subject matter of a swap operation intended as a safeguard, which changes its cost into % of the CDI daily rate beginning with 76.90%. |
Bank surety |
|||||
44,921 | 48,882 | |||||
Banco do Nordeste: financing subject to pre-fixed interest of 10% p.a. and a 15% and 25% bonus on charges, for payment upon maturity. This financing is the subject matter of a swap operation intended as a safeguard, which changes the cost into % of the CDI daily rate varying between 75.75% and 69.80%. |
Bank surety and TIM Participações´surety |
|||||
59,053 | 63,242 | |||||
Banco do Nordeste: financing subject to pre-fixed interest of 10% p.a. and a 15% and 25% bonus on charges, for payment upon maturity |
Bank surety and TIM Participações´s surety |
|||||
68,046 | 67,902 | |||||
BNDES (Banco Nacional do Desenvolvimento Econômico e Social): this financing bears interest at 4.20% p.a. plus variation of the TJLP (long-term interest rate) as disclosed by the Brazilian Central Bank. Part of this TJLP-based financing was the object of a swap for 91.43% of the Bank Deposit Certificate (CDI) daily rate. |
TIM Participações´ surety, with part of the service revenues being attached to the loan balance |
|||||
856,780 | 911,463 | |||||
BNDES (Banco Nacional do Desenvolvimento Econômico e Social): on 76% of a portion of the incentive amounts is levied an average interest rate of nearly 2.20% p.a. plus the change in the TJLP (long-term interest rate) announced by the Central Bank of Brazil; on 24% of the non-incentive amounts is levied an interest rate comprised of IPCA plus the BNDESs raising cost. |
TIM Participações´ surety, with part of the service revenues being attached to the loan balance |
|||||
536,932 | 531,111 |
37
Consolidated | ||||||
Garantias | 09/2009 | 06/2009 | ||||
BNDES (Banco Nacional do Desenvolvimento Econômico e Social): this financing bears interest at 3.0% p.a. plus variation of the TJLP (long-term interest rate) as disclosed by the Brazilian Central Bank. The financing at the Part of this TJLP- based, was the object of a swap to 81.80% of the daily CDI rate. |
Bank surety |
|||||
26,417 | 29,587 | |||||
Syndicated Loan: the debit balance is restated based on the CDI rate variation plus its related applicable margin of 1.80% and 2,75% of the CDI p.a. |
TIM Participações´surety |
|||||
573,046 | 619,454 | |||||
Banco BNP Paribas: Loan taken out in foreign currency, for which 80% of the risk is guaranteed by the insurance company SACE S.p.A This operation is subject matter of swap transactions for hedging purposes, and covers 100% of the foreign exchange exposure, transforming the cost into % of the daily rate of the Interbank Deposit Certificates (CDI) of 95.01%. |
TIM Participações´surety |
|||||
259,240 | 283,800 | |||||
BEI: Loan in foreign currency which is subject matter of swap for hedge purposes and covers 100% of the exchange exposure, thus turning its cost into % of the daily rate of the Interbank Deposit Certificates (CDI) of 98.50%. |
Bank surety and TIM Participações surety |
|||||
256,708 | _ | |||||
Resolution 2770 (Compror): Bank financing for payment of suppliers of goods and services, linked to foreign and national currency variations: 32% of the agreements denominated in US dollars, 35% of the agreements denominated in Yen and 33% of the agreements denominated in Brazilian reais. The agreements denominated in foreign currencies are the object of swap operations which result in costs of 121.66% of the CDI daily rate. |
||||||
N.A. | 565,046 | 815,292 | ||||
CCB Working Capital: Bank financing in local currency for meeting working capital requirements. At the restated cost at 110% of the CDI daily rate |
N.A. | 209,066 | 204,161 | |||
3,455,255 | 3,574,894 | |||||
Current portion | (1,434,510) | (1,103,743) | ||||
Long-term portion | 2,020,745 | 2,471,151 | ||||
38
The syndicated loan taken by the subsidiary TIM Celular has restrictive clauses concerning certain financial indices calculated on a half-yearly basis and fully complied with by the borrower. The following Financial Institutions are party to this loan agreement: HSBC Bank Brasil S.A. Banco Múltiplo, Banco ABN AMRO Real S.A., Banco BNP Paribas Brasil S.A., Banco Bradesco S.A., Banco do Brasil S.A., Banco Itaú BBA S.A., Banco Santander Brasil S.A., Banco Société Générale Brasil S.A., Banco Votorantim S.A. and Unibanco União de Bancos Brasileiros S.A. In August 2008, TIM Celular negotiated the replacement of TIM Brasil Serviços e Participações S.A.s guarantee by that of TIM Participações S.A., and the extension of Tranche A in the amount of R$300,000 to August 2010. The Tranche B, in amount of R$268,750, which supplements the operation, matures in August 2010.
The CCB (Bank Credit Schedules) for Working Capital also have the same restrictive clauses as the syndicated loan, all of which have been complied with by the subsidiary. These loans have been taken from ABN AMRO Real S.A, now denominated Banco Santander Brasil S.A.
The BNDES loan to TIM Celular S.A. for financing the mobile telephone network has restrictive clauses concerning certain financial indices, calculated on a half-yearly basis. As of September 30, 2009, the subsidiary is in compliance with the contractual provisions.
The subsidiaries entered into swap operations to protect themselves against devaluation of the Brazilian currency (Real) in relation to foreign currencies and changes in the fair value of financing indexed to fixed interest rates and TJLP.
The long-term portions of loans and financing at September 30, 2009 mature as follows:
Consolidated | ||
2010 | 68,966 | |
2011 | 501,210 | |
2012 | 383,860 | |
2013 | 291,770 | |
2014 onwards | 774,939 | |
2,020,745 | ||
39
17 Labor obligations
Parent Company | Consolidated | |||||||
09/2009 | 06/2009 | 09/2009 | 06/2009 | |||||
Payroll taxes | 16 | 16 | 33,450 | 31,742 | ||||
Vacation and bonuses payable | - | - | 78,788 | 79,657 | ||||
Employees´ withholding | 12 | 8 | 2,974 | 3,556 | ||||
28 | 24 | 115,212 | 114,955 | |||||
18 Taxes, rates and contributions
Parent Company | Consolidated | |||||||
09/2009 | 06/2009 | 09/2009 | 06/2009 | |||||
IRPJ and CSLL | - | - | 29,575 | 55,708 | ||||
ICMS | - | - | 401,806 | 404,422 | ||||
COFINS | - | - | 40,553 | 39,823 | ||||
PIS | - | - | 8,786 | 8,628 | ||||
ANATEL (FISTEL, FUST/FUNTTEL etc) | - | - | 19,587 | 25,498 | ||||
IRRF | 1 | 1 | 2,394 | 2,821 | ||||
ISS | 10 | 5 | 29,135 | 31,291 | ||||
ANATEL authorization renewal | - | - | 7,897 | 5,183 | ||||
Other | 5 | 7 | 7,010 | 6,614 | ||||
16 | 13 | 546,743 | 579,988 | |||||
19 Provision for contingencies
The Company and its subsidiaries are parties to certain lawsuits (labor, tax, regulatory and civil) arising in the normal course of their business, and have recorded provisions when management understands that the risk of loss is deemed probable, based on the opinion of their legal advisors.
40
The provision for contingencies and the escrow deposits made are thus composed:
Parent Company | ||||||||
Contingencies | Escrow Deposits | |||||||
09/2009 | 06/2009 | 09/2009 | 06/2009 | |||||
Civil | 35 | 34 | 162 | 152 | ||||
Labor | 4,689 | 5,827 | 4,682 | 4,967 | ||||
Tax | - | 3,395 | - | - | ||||
4,724 | 9,256 | 4,844 | 5,119 | |||||
Consolidated | ||||||||
Contingencies | Escrow Deposits | |||||||
09/2009 | 06/2009 | 09/2009 | 06/2009 | |||||
Civil | 88,612 | 95,943 | 57,812 | 45,358 | ||||
Labor | 38,112 | 56,278 | 59,120 | 57,327 | ||||
Tax | 42,049 | 82,483 | 60,221 | 58,191 | ||||
Regulatory | 18,593 | 21,594 | - | - | ||||
187,366 | 256,298 | 177,153 | 160,876 | |||||
The changes in the provision for contingencies can be summarized as follows:
Additions, | ||||||||||
net of | Monetary | |||||||||
12/2008 | reversals | Payments | adjustment | 09/2009 | ||||||
Civil | 97,988 | 53,527 | (61,180) | (1,723) | 88,612 | |||||
Labor | 55,170 | (12,621) | (3,193) | (1,244) | 38,112 | |||||
Tax | 76,762 | (11,420) | (10,944) | (12,349) | 42,049 | |||||
Regulatory | 23,450 | (3,194) | (1,162) | (501) | 18,593 | |||||
253,370 | 26,292 | (76,479) | (15,817) | 187,366 | ||||||
41
Civil contingencies
Several legal and administrative processes have been filed against the Company and its subsidiaries by consumers, suppliers, service providers and consumer protection agencies, dealing with various issues arising in the regular course of business. The Management analyzes each legal or administrative process to determine whether it involves probable, possible or remote risk of contingencies. In doing so, the Company always takes into account the opinion of lawyers engaged to conduct the processes. The evaluation is periodically reviewed, with the possibility of being modified over the processes due to facts of events such as case law changes.
Consumer lawsuits
Approximately 61,076 individual lawsuits (58,692 in June 30, 2009), have been filed against the subsidiaries, mostly by consumers claiming for settlement of matters arising from their relationship with the Company. Among these, the allegedly undue collection, contract cancellation, defects of equipment, non-compliance with delivery deadlines and undue restriction credit stand out.
Collective actions
There are two collective actions against subsidiaries involving the risk of probable loss, which can be summarized as follows: (i) a suit against TIM Nordeste in the state of Bahia claiming for prohibition of collection of long-distance calls originated and received between Petrolina/PE and Juazeiro/BA, because of the existing state line areas; and (ii) a suit against TIM Celular in the state of Rio de Janeiro, involving the impossibility of collecting a fidelization fine in the event of phone set thefts. No provisions have been recorded for these contingencies, given the obligations involved therein and the impossibility of accurately quantifying possible losses at the current stage of the processes. The Management has not set up provisions for the above described processes.
Labor contingencies
These refer to claims filed by both former employees, in connection with salaries, salary differences and equalization, overtime, variable compensation/commissions, and former employees of service providers who, based on pertinent legislation, claim for the Companys and/or its subsidiaries´ accountability for labor obligations defaulted on by their outsourced employers.
Labor claims
Of the 4,241 labor suits filed against the Company and its subsidiaries (3,849 in June 30, 2009) over 70% involve claims related to service providers, concentrated on certain companies from São Paulo, Belo Horizonte, Rio de Janeiro, Curitiba and Recife.
42
Still on third parties´ claims, part of these relate to specific projects of service agreement review, often ended in rescission in 2006, winding up of the companies and termination of employees involved. A further significant portion of contingencies refers to organizational restructuring, among which the discontinuance of the Client Relationship Centers in Fortaleza, Salvador and Belo Horizonte, and the termination of 800 own employees and outsourced personnel stand out.
The probability of winning these actions and the amount of contingencies are subject to periodical reviews, taking into account the legal decisions made thereon, some regulatory changes or amendments to Case Law and Abridgement of Law issued by Superior Courts.
Fairness of the provision for labor claims
The fairness of the provision for labor claims was based mainly on the efforts made to obtain a greater standardization of the classification of the risks arising from labor claims involving the Company and its subsidiaries, since labor claims are managed by using a number of procedural analysis methods and assessment of existing risks. Plus, the provision for labor contingencies recorded by the Company and its subsidiaries was also reduced in the light of certain events, which were sufficient to equalize the criteria on risk assessement for certain labor claims.
Tax Contingencies
IR and CSLL
In 2005, TIM Nordeste S.A. was assessed by the Belo Horizontes Internal Revenue Secretariat for R$126,933, for the following reasons: (i) taxation of monetary variations on swap operations and exchange variation on unsettled loans; (ii) a separate fine for default on payment of social contribution on an estimated monthly basis for the year 2002 and part of 2001; (iii) default on payment of corporate income tax on an estimated monthly basis for the year 2002; and (iv) remittance of interest (IRRF) a voluntary denunciation without payment of arrears charges.
The subsidiary is currently discussing these assessments with the taxing authorities. Based on its internal and external lawyers´ opinion, the Management estimates the probable losses on these processes at R$32,750, an amount duly provided for under Provision for income tax and social contribution in 2005. In September 2009, TIM Nordeste became a member of REFIS, which allows amnesty of fine and interest and the possibility of paying federal tax debts in installments. The subsidiary decided to become a partial member of REFIS and paid R$4,884 on account of the amount of exclusions from net income before CSLL and exchange movement. The amount accrued under the heading Provision for income tax and social contribution was R$8,547, and the R$3,663 difference between the amount which had been accrued and the amount actually paid was reversed in favor of the subsidiary.
43
The subsidiary is still discussing with the tax authorities these notices of delinquency, which currently amount to R$118,386, maintaining the R$24,203 provision established in 2005.
In September 2003 TIM Nordeste S.A. was assessed by the State of Cearás Internal Revenue Secretariat for R$12,721 referring to: (i) disallowance of R$8,402 expenses included in the IRPJ determination for the period from 1999 through 2001; (ii) differences of R$3,208 in CSLL payments for the years from 1998 through 2001; (iii) differences of R$334 and R$777, respectively, in the payment of PIS and COFINS for the years from 1998 through 2002. Such proceeding ended at the administrative level, with no favorable ruling. Based on the opinion of its internal and external legal advisors, the Company management concluded that the chances of loss are probable. In September 2009, the subsidiary became a member of REFIS, paying R$3,213, and the difference of R$9,508 between the amount which had been accrued and the amount actually paid was reversed in favor of the subsidiary, and R$705 was recorded under the heading Reversal of the provision for contingencies and R$8,803 under the heading Provision for income tax and social contribution.
In 2008, TIM Participações was served a notice of delinquency issued by the Finance Office of the State of Rio de Janeiro, amounting to R$3,227, on the grounds of an alleged failure to validate the offsetting and use of the negative balance of IRPJ for calendar year 2003. Based on the opinion of its internal and external legal advisors, the Company management concluded that the chances of loss were probable. In September 2009, the Company became a member of REFIS, paying R$1,702, and the difference of R$ 1,525 between the amount which had been accrued and the amount actually paid was reversed in favor of the subsidiary, being recorded under the heading Provision for income tax and social contribution.
In 2006, TIM Celular was served a notice of delinquency issued by the Finance Office of the State of Rio de Janeiro, amounting to R$825, on the grounds of an alleged failure to validate the offsetting and use of the negative balance of IRPJ and CSLL for calendar year 1998 against COFINS, IRPJ and CSLL debts. Based on the opinion of its internal and external legal advisors, the Company management concluded that the changes of loss were probable. In September 2009, the subsidiary became a member of REFIS, paying R$ 340, and the difference of R$485 between the amount which had been accrued and the amount actually paid was reversed in favor of the subsidiary, being recorded under the heading Provision for income tax and social contribution.
Regulatory contingencies
Due to noncompliance with certain provisions of the PCS Regulation and of the Commuted Wireline Telephone Service (STFC) and quality targets, defined in the General Plan of Quality Targets for PCS (PGMQ-PCS) and for the STFC, ANATEL started a proceeding for noncompliance with obligations (PADO) against the subsidiaries.
44
The subsidiaries have endeavored to avoid being assessed, with arguments, mostly of technical and legal nature, that may contribute to reduce significantly the initial fine charged or definitively close the PADO, without sanctions.
Contingencies involving possible losses
Civil, Labor, Regulatory and Tax-related actions have been filed against the Company and its subsidiaries involving a risk of loss that is classified as possible or remote by the management and the Companys lawyers. No provision has been set up for these contingencies, which can be thus shown:
Consolidated | ||||
09/2009 | 06/2009 | |||
Civil | 190,332 | 177,344 | ||
Labor | 155,177 | 129,566 | ||
Tax | 1,345,889 | 1,330,705 | ||
Regulatory | 39,459 | 25,590 | ||
1,730,857 | 1,663,205 | |||
Below, the main actions involving possible risk of loss:
Civil
Collective Actions
Five collective actions have been brought to Court against subsidiaries, involving the risk of possible loss, which can be summarized as follows: (i) a suit against the subsidiary TIM Nordeste in the state of Pernambuco, questioning the TIM Nordeste policy for defective phone replacement, allegedly in disagreement with the manufacturer´s warranty terms; (ii) a suit against TIM Nordeste in the state of Ceará, claiming for the Companys obligation to replace cell phone sets which have been the subject of fraud in that state; and (iii) a suit against TIM Celular in the State of Para, complaining about the quality of the network service in São Felix do Xingu; (iv) a suit against TIM Celular in the state of Maranhão, questioning the qualigy of network services rendered in Balsas; and (v) a suit filed agains TIM Celular, questioning the long distance charges levied on calls made in Bertioga SP and the respective region.
45
Other Actions and Proceedings
TIM Celular, together with other telecommunications companies, has also been sued by GVT at the 4th Federal Audit Court. The plaintiff claims for declaration of nullity of a contractual clause dealing the VU-M amount used by the defendants by way of interconnection, which is deemed illegal and abusive and as such requiring refunding of all amounts allegedly charged in excess since July 2004. A preliminary order was granted determining the payment of VU-M on the basis of R$0.2899 per minute, and escrow deposits to be made by GVT in the amount of the difference between this and the value claimed by the defendants. Currently, the Company is waiting for the arguments to be issued by the parties regarding the lawsuit involving Vivo and GVT which confirmed the VU-M readjustment related to fiscal year 2004. Besides the suits, GVT has also made a Representation to the same effect before the Economic Right Secretariat, which found it right to file an Administrative Process against the Company and other mobile telephony operators, on the grounds of an alleged infraction of economic principles, that is underway.
TIM Celular is a defendant in the suit for damages filed by service provider GLÓRIA SOUZA & CIA LTDA. with the 9th Civil Court of the City of Belém, State of Pará, seeking for R$6,119. Said company provided TIM with outsourced manpower in the North region of Brazil. In light of TIMs decision to early terminate the contract, the former did not accept such decision was accordingly filed a legal suit to claim pain and suffering and losses on payments of labor claims filed by its employees. TIM has already tendered its defense on 04/13/09.
TIM Nordeste is a defendant in judicial collection proceedings filed by law firm Mattos & Calumby Lisboa Advogados Associados. Such proceedings are being handled by the 29th Civil Court of the Judicial District of Rio de Janeiro, and chances of prevailing in court are rated as possible. The plaintiff sustains to be the creditor of amounts arising from the contractual relationship with TIM (legal services contract) worth R$8,668. The proceedings are currently under expert examination.
Also, a claim has been filed against TIM Celular by company (recharge distributor) INTEGRAÇÃO CONSULTORIA E SERVIÇOS TELEMÁTICOS LTDA. with the 2nd Civil Court of the Judicial District of Florianópolis (SC) worth R$4,000, which aims at the suspension of collectibility of credits already enforced by TIM and claims, on a preliminary injunction basis, the non-inclusion of such credits in restrictive records, plus compensation from early termination of the contract. Worth noting is that TIM initiated judicial collection proceedings against the aforementioned company with the 4th Civil Court of Florianópolis, worth R$3,957.
46
Three notices of delinquency have been served by the São Paulo State Consumer Protection Office (PROCON-SP). The notices recorded under numbers 3673/08 and 222/09 deal with fines imposted by Procon-SP for R$3,192, on the grounds of alleged non-compliance with the rules established by Decree No. 6523/08, which deals with the Customer Service (SAC). In these cases, TIM tendered an administrative defense and awaits a final ruling. There is also another notice of delinquency served by Procon and recorded under No. 1555D7, on the grounds that consumers were charged but did not receive the device. A fine of R$3,192 was also imposed. This case is also under discussion at administrative level, awaiting a decision on the appeal filed by TIM.
Labor
Labor claims
A substantial portion of contingencies refers to organizational restructuring, include the discontinuance of the Client Relationship Centers (call centers) in Fortaleza, Salvador and Belo Horizonte, and the termination of 800 own employees and outsourced personnel.
The process 01102-2006.024.03.00.0 refers to a civil public action filed by the State of Minas Gerais´s Public Labor Ministry 3rd Region, on the charge of irregular outsourcing practices and collective damages. In the respective sentence published on April 16, 2008, the first degree substitute judge found the Public Prosecution Service´s request partly founded, having judged the outsourcing irregular and the damages collective and determined. An ordinary appeal was filed against this decision, which was denied on 07/13/2009. Prior to this appeal, TIM filed a writ of mandamus requesting a preliminary order to stop the coercive acts imposed by the sentence. In view of the ordinary appeal filed, the writ of mandamus lost its objective. To be granted a suspensive effect of its appeal, TIM Nordeste proposed an innominate writ of prevention, which was judged extinguished without the respective judgment on merits. In order to reverse the Regional Labor Court 3rd Region, TIM Nordeste filed a correctional claim with the Superior Labor Court, with a favorable decision which reversed the Court decision at the second level. An appeal by way of case stated was filed, but was denied. On 09/16/2009, an appeal for review was filed, and is pending ruling by the TST.
Also there were processes filed in the state of Paraná, involving claims for indemnity in connection with social cards. According to an internal rule, TELEPAR (state owned company merged into TIM Celular) undertook to supplement retirement benefits of employees hired until 1982, having proposed to comply with this obligation through payment of a certain amount in cash, before the privatization process. Some of its former employees, however, have questioned this transaction, and were granted their claims, in certain cases.
47
A legal action brought by an employee of an outsourced company was also filed. It claims a direct link with TIM, for overtime and other payment requests stemming from these matters, in processes No. 00770200804401007 and No. 447200905601004. Both are in the phase of filing of supporting documents, but the company that rendered the services, which is also employer of the claimant, continues to render those services and confirmed that it will participate in the proceedings.
Social Security
TIM Celular received in São Paulo a Debit Assessment Notice referring to an alleged irregularity in the payment of contributions to social security levied on Employees´ Profit-Sharing plan in the amount of R$2,388. After filing its administrative defense, however on 09/16/2009 a decision handed down kept the notice of delinquency under discussion. On October 5, 2009 an administrative appeal was filed, which is pending ruling.
In May 2006, TIM Nordeste was assessed under the tax assessment notice no. 35611926-2 for social security contributions allegedly due on: (i) hiring bonus; (ii) non-adjusted bonus; (iii) payment for self-employed people´s activities; and (iv) sales incentives. TIM Nordeste´s administrative defense did not result in reversal of the entry (decision assessment). In an attempt to change this decision, TIM Nordeste filed an appeal with the Ministry of Finance´s Taxpayers´ Council, which is now pending judgment
Taxes
IR and CSLL
On October 30, 2006, TIM Nordeste was assessed under a single administrative process referring to IRPJ, CSL totaling R$331,171, subsequently reduced to R$258,144, and a separate fine, for different reasons. Most of the assessment refers to amortization of goodwill determined at a Telebrás System privatization auction and the related tax deductions.
In March 2007, the IRS District Office in Recife/PE served a notice on the subsidiary, presenting a Tax Information Document reporting the company that the notice of delinquency is net of amounts of IRPJ, CSLL and a specific fine imposed in addition to applicable fine and interest, which led to a reduction by R$73,027 (principal debt and specific fine imposed in addition to applicable fine and interest). Therefore, there was a shift of a portion of the delinquencies contained in the notice of delinquency to 160 specific claims for offseting, which amounted to R$85,771. In September 2009 a decision was handed down at administrative level, recognizing a portion of the credit offset by the subsidiary, which resulted in a reduction in the amount subject matter of the notice of delinquency, i.e. R$10,510. The subsidiary continues to defend the remaining balance of R$75,335 at administrative level.
48
From May to July 2008, TIM Nordeste received 49 communications of assessment issued by the Secretaria da Receita Federal do Brasil in connection with Income Tax and Social Contribution offset by the subsidiary in the years 2002, 2003 and 2004, totaling R$11,088. After it timely impugned all these assessments, the subsidiary now awaits a decision at administrative level within the Brazilian court.
IRRF
In October 2005, TIM Nordeste received a Fiscal Execution notification in the amount of R$5,624, for defaulting on payment of IRRF on rentals, royalties and work done without employment bonds. This subsidiary has already stayed this execution and intends to defend itself against it at higher court jurisdictions.
PIS and COFINS
In 2004, the TIM Nordeste received delinquency notices related to PIS and COFINS payable on foreign exchange gains generated in 1999. The two notices filed by the tax authorities amount to R$30,913.
In view of the legal decision recognizing the unconstitutionality of PIS and COFINS levying on exchange variation, subject matter of the notices of delinquency in question, in April 2007 PIS required on exchange movement was cancelled, and in February 2009 COFINS required on exchange movement was also reduced by R$23,339, and the amount of R$2,263 remained under discussion.
ICMS
In 2003 and 2004 TIM Celular was assessed by the Internal Revenue Secretariat of the State of Santa Catarina for R$42,613 (current value), mainly relating to dispute on the levying of ICMS on telecommunication services provided by the parent Company as well as trade of handsets. This amount is the result of several favorable sentences in administrative processes initially involving assessments of R$95,449. The subsidiary is currently discussing these assessments with the taxing authorities. Based on the internal and external lawyers, the Management concluded that there is still the possibility of loss on the processes under discussion.
In April 2006, TIM Nordeste was assessed by the State of Piauís taxing authorities for R$7,308, in connection with the payment of a difference between intrastate and interstate ICMS rate on property, plant and equipment items for use and consumption and the determination of ICMS basis of calculation for acquisition of goods intended for sale. The subsidiary is impugning these assessments at administrative level.
49
In October 2006, TIM Nordeste was assessed by the State of Paraíbas taxing authorities for R$5,511 referring to failure to ratably reverse ICMS credits on shipment of exempt and non-taxed goods. This assessment is being impugned at administrative level.
In November 2007, TIM Celular was assessed by the State of Rio de Janeiro´s taxing authorities for R$38,274, for allegedly having taken undue ICMS credit from acquisition of property, plant and equipment without application to monthly installments of a coefficient calculated ratably to the goods dispatched subjected to tax and the total goods dispatched. This assessment is being impugned by the Company at administrative level.
In November 2007, TIM Celular was assessed by the State of Rio de Janeiros taxing authorities for R$14,367 for defaulting on payment of ICMS and Contribution to the Fundo Estadual de Combate à Pobreza e Desigualdades Sociais (State Fund for Fighting Poverty and Social Inequalities) allegedly due on international roaming services. This assessment is being impugned by the subsidiary at administrative level.
The subsidiaries TIM Celular and TIM Nordeste were served notices of delinquency by the tax authorities of the States of São Paulo and Minas Gerais for R$193,883 and R$17,167, respectively, whose subject matter is the alleged failure to include in the calculation base of ICMS the conditional discounts given to customers. The subsidiaries intend to tender defense against such collection up to the upper level of the Judicial Power.
In June 2008, TIM Nordeste was assessed by the State of Bahia taxing authorities for R$16,444, for allegedly defaulting on payment of an additional 2% ICMS rate referring to the Contribution to the Fundo Estadual de Combate à Pobreza e Desigualdades Sociais (State Fund for Fighting Poverty and Social Inequalities) due on prepaid reloading revenues. The amounts in question are being discussed after a writ of mandamus obtained by the subsidiary with the respective escrow deposits being duly made. Anyhow, the assessment is being impugned at administrative level.
The subsidiaries TIM Nordeste and TIM Celular were served notices of delinquency by the tax authorities of the States of Ceará, São Paulo, Pernambuco and Paraná for R$24,886, R$19,338, R$20,668 and R$14,785, respectively, whose subject matter is the debt from the use of ICMS credit in the acquisition of electric power. Defenses are being tendered by the subsidiaries against such notices of delinquency at administrative level.
In September 2008, TIM Nordeste was assessed by the State of Minas Geraiss taxing authorities for R$24,930, representing a separate fine for failure to record telecommunications service invoices in the ICMS determination book. In August 2009 an administrative decision was handed down, reducing the amount of the notice of delinquency by 99.8% . Accordingly, the subsidiary paid the remaining balance, and the claim was closed.
50
In October 2008 TIM Nordeste was assessed by the state of Sergipe´s taxing authorities for R$16,668, referring to a fine for an alleged late-filing of electronic files containing fiscal documentation supporting telecommunication services rendered. This assessment is being contested by the subsidiary at administrative level.
In December 2008, TIM Nordeste was assessed by the state of Rio Grande do Norte´s taxing authorities for R$13,145, for the following reasons: (i) default on payment of ICMS due on communication services rendered in the period from January through December 2003; (ii) default on payment of ICMS due on sales operations performed in the period from January through December 2003; (iii) underpayment of ICMS due to use of a lower tax rate than legally stipulated; (iv) underpayment of additional ICMS due on the Fundo de Combate a Pobreza e as Desigualdades Sociais (State Fund for Fighting Poverty and Social Inequalities) in the period from January 2004 through December 2005; and (v) unduly taking tax credit on acquisitions of property, plant and equipment. This assessment is being contested by the subsidiary at administrative level.
In January 2009, TIM Celular was served a notice by the São Paulo state tax authorities, in the amount of R$16,332, regarding alleged lack of payment of ICMS arising from filing of payment form in an amount lower than the amount recorded in the Tax Registers, and non-filing of electronic file related to the tax obligations provided for in ICMS Covenant No. 115 of 2003. The defense presented by the subsidiary against such notice is in the first stage of tax appeals.
In May 2009, TIM Celular received a Tax Foreclosure handed down by the Rio de Janeiro tax authority amounting to R$ 5,829 regarding supposed late ICMS payments, made after the date established in state legislation. The subsidiary presented a debtors stay of execution against the aforementioned foreclosure and its collection is being contested by the subsidiary in court.
TIM Nordeste was served, in August 2009, a notice of delinquency by the tax authorities of the State of Bahia for R$10,223 on the grounds of alleged (i) failure to paid ICMS on telecommunication services in connection with the recording of taxed telecommunication services as non-taxed one in the Shipment Register not supported by a valid tax document to prove the related condition set. Period: January to April 2004; and (ii) failure to pay the difference of rates upon the admission of goods intended for fixed assets and material for use and consumption. A defense is being tendered by the subsidiary at administrative level against such notice of deliquency.
ISS
On December 20, 2007, TIM Celular was assessed by the State of Rio de Janeiros taxing authorities for R$94,359 for allegedly failing to pay ISS on the following services: technical programming; administrative plan cancellation services; telephone directory aid service and provision of data and information; and network infrastructure sharing. This assessment is being impugned by the Company at administrative level.
51
FUST - Telecommunications Service Universalization Fund
On December 15, 2005, ANATEL issued its Summary no.07 aimed at collecting contributions to the FUST out of interconnection revenues earned by providers of telecommunications services, as from the date of enactment of Law 9.998. The subsidiaries still believe that based on applicable legislation (including the sole paragraph of article 6 of Law 9.998/00), the above revenues are not subject to the FUST charges, and accordingly, the Management has taken the necessary measures to protect their interests. In October and November 2006, ANATEL assessed the Companys subsidiaries for R$31,338 referring to FUST on interconnection revenues arrears fine allegedly due (in 2001), all because of Súmula 07/05.
From September to December 2007, ANATEL issued several assessment notices against the Companys subsidiaries totaling R$18,654, in connection with FUST allegedly due on interconnection revenues for the year 2002. ANATEL claims for FUST collection on interconnection revenues is currently suspended, due to a sentence that is favorable to the subsidiaries.
In June, July and November 2008, new assessment notices amounting to R$32,360 were issued by ANATEL against the Companys subsidiaries in connection with FUST levied on interconnection revenues allegedly due for the years 2003 and 2004. ANATEL claims for FUST collection on interconnection revenues is currently suspended, due to a sentence that is favorable to the subsidiaries.
In February 2009, ANATEL continued its audit related to the period from January to December 2004, resulting in new notices served in the amount of R$ 45,698, related to FUST levied on interconnection revenues. ANATEL claims for FUST collection on interconnection revenues is currently suspended, due to a sentence that is favorable to the subsidiaries.
FUNTTEL - Telecommunications Technological Development Fund
The Ministry of Communications assessed TIM Celular and TIM Nordeste for R$13,265 claiming for FUNTTEL amounts allegedly due on interconnection revenues for the years 2001 and 2002. At the same time an arrears fine was imposed on these subsidiaries. In these companies´ opinions, the above mentioned revenues are not subject to FUNTTEL. A writ of mandamus was filed to safeguard the Companys interests in this case of default on FUNTTEL fees allegedly due on interconnection revenues, based on the same arguments used for the FUST process. The claims for FUNTTEL collection on interconnection revenues are currently suspended, due to a writ of mandamus favorable to the subsidiaries.
52
In November 2008, further assessment notices for R$17,017 were issued by ANATEL in connection with FUNTTEL due on interconnection revenues allegedly due in 2003.
In May 2009, further assessment notices for R$16,506 were issued by ANATEL in connection with FUNTTEL due on interconnection revenues allegedly due in 2004. ANATEL claims for FUNTTEL collection on interconnection revenues is currently suspended, due to a sentence that is favorable to the subsidiaries.
Regulatory proceedings
TIM Celular and TIM Nordeste are authorized to provide SMP in Brazilian states for an indefinite period, and for using the related SMP radio frequencies. Under Terms of Authorization, the authorization for use of radiofrequencies was extended for 15 years from the end of the original validity period. In view of this extension, the object of the above mentioned Terms of Authorization issued in accordance with their respective Acts, the Company was, in its opinion, unduly required by ANATEL, to pay for a new Installation Inspection Fee (TFI) for all its mobile stations in operation in the service-provision area, although these stations have already been licensed at the costs listed below.
Company | State | Term ofAuthorization | Expiry Date | Act | Amount |
TIM Celular | Paraná (except for Londrina and Tamarana in Paraná municipalities) |
002/2006/PVCP/SPV | 09/03/2022 | 57.551 as of 04/13/2006 | R$80,066 |
TIM Celular | Santa Catarina |
074/2008/PVCP/SPV | 09/30/2023 | 5.520 as of 09/18/2008 | R$54,026 |
TIM Celular | Pelotas and the respective region in the state of Rio Grande do Sul |
001/2009/PVCP/SPV | 04/14//2024 | 1.848 de 04/13/2009 | R$333,444 |
TIM Nordeste | Ceará |
089/2008/PVCP/SPV | 11/28/2023 | 7.385 de 11/27/2008 | R$41,728 |
TIM Nordeste | Alagoas |
045/2008/PVCP/SPV | 12/15/2023 | 7.383 de 11/27/2008 | R$20,038 |
TIM Nordeste | Rio Grande do Norte |
050/2008/PVCP/SPV | 12/31/2023 | 7.390 de 11/27/2008 | R$15,021 |
TIM Nordeste | Paraíba |
047/2008/PVCP/SPV | 12/31/2023 | 7.386 de 11/27/2008 | R$19,844 |
TIM Nordeste | Piauí |
049/2008/PVCP/SPV | 03/27/2024 | 7.389 de 11/27/2008 | R$13,497 |
TIM Nordeste | Pernambuco |
089/2008/PVCP/SPV | 05/15/2024 | 7.388 de 11/27/2008 | R$54,000 |
53
This requirement, according to ANATEL, would be justified by application of art.9, III, of the Revenue Collection Regulation of the Telecommunications Inspection Fund (Fistel), approved by Resolution Nº 255, which sets forth that TFI shall be levied on the station upon the renewal of the validity of the license which leads to the issuance of a new license. However, as the Company does not find that this legal provision is correctly applied, the collection in question was timely impugned at administrative level, so that simultaneously the collection can be questioned and the collection suspended until a final decision is reached by ANATEL.
20 Assets retirement obligation
As movimentações nas obrigações decorrentes de descontinuidade de ativos encontram-se resumidas a seguir:
Consolidated | ||||
09/2009 | 06/2009 | |||
(9 months) | (6 months) | |||
Opening balance | 211,802 | 211,802 | ||
Additions recorded throughout the period, net of write offs | 4,553 | 3,925 | ||
Monetary adjustment in the period | 14,414 | 9,610 | ||
Closing balance | 230,769 | 225,337 | ||
21 Shareholders equity
a. Capital
As deliberated upon by the Administrative Council, regardless of the statutory reform, the Company is authorized to increase its capital by up to 2,500,000,000 (two billion and five hundred million) common or preferred shares.
The Capital subscribed and paid-in comprises shares without par value, thus distributed:
09/2009 | 06/2009 | |||
Number of common shares | 799,924,805 | 799,924,805 | ||
Number of preferred shares | 1,548,522,231 | 1,548,522,231 | ||
2,348,447,036 | 2,348,447,036 | |||
54
b. Capital reserves
Special Goodwill Reserve
This reserve was set up during the corporate reorganization process in 2000. The portion of the special reserve corresponding to the tax benefit obtained may be capitalized at the end of each fiscal year for the benefit of the controlling shareholder, through issuance of new shares. The respective capital increase will be subject to preemptive rights of the minority shareholders, in proportion to their shareholdings, by type and class upon the new issuance, and the amounts payable during the year in connection with this right must be delivered directly to the controlling shareholder, in accordance with Instruction No. 319/99 of the Brazilian Securities Commission (CVM).
c. Revenue reserves
Legal Reserve
This refers to the 5% (five percent) of net income for every year ended December 31 to be appropriated to the legal reserve, which should not exceed 20% (twenty percent) of capital. Also, the Company is not authorized to set up a legal reserve when it exceeds 30% (thirty percent) of capital plus capital reserves. This reserve can be used only for capital increase or compensation of accumulated losses.
Reserve for Expansion
This reserve, which is set up based on paragraph 2, article 46 of the by-laws and article 194 of Law 6.404/76, is intended to fund investment and network expansion projects.
d. Dividends
Dividends are calculated in accordance with the Companys by-laws and the Brazilian Corporate Law (Lei das Sociedades por Ações).
As stipulated in its by-laws, the Company shall distribute an amount equivalent to 25% of adjusted net income as minimum dividend every year ended December 31, provided there are funds available for distribution.
Preferred shares are nonvoting but take priority on: (i) the payment of capital at no premium, and (ii) payment of a minimum non cumulative dividend of 6% p.a. on the total obtained from dividing the capital stock representing this type of shares by the total number of the same class of shares issued by the Company.
55
In order to comply with Law 10.303/01, the Companys by-laws were amended, including the First Paragraph of Section 10, which ensures the holders of preferred shares, every year, the right to receive stock dividends corresponding to 3% (three percent) of net earnings per share, based on the balance sheet most recently approved, whenever the dividend established according to this criterion exceeds the dividend calculated according to the criteria previously established, described in the preceding paragraph.
22 Net operating revenue
Consolidated | ||||
09/2008 | ||||
09/2009 | Adjusted | |||
Telecommunications service revenue Mobile | ||||
Subscription | 220,946 | 293,628 | ||
Utilization | 5,618,746 | 5,805,751 | ||
Network use | 3,035,927 | 3,324,330 | ||
Long distance | 1,375,577 | 1,485,220 | ||
VAS Additional services | 1,408,547 | 1,127,046 | ||
Other | 189,475 | 133,531 | ||
11,849,218 | 12,169,506 | |||
Telecommunications service revenue Fixed | 58,163 | 2,397 | ||
Telecommunications service revenue Mobile and Fixed | 11,907,381 | 12,171,903 | ||
Goods sold | 1,439,127 | 1,233,018 | ||
Gross operating revenue | 13,346,508 | 13,404,921 | ||
Deductions from gross revenue | ||||
Taxes | (2,926,068) | (2,899,470) | ||
Discounts given | (642,291) | (851,308) | ||
Returns and other | (124,749) | (68,187) | ||
(3,693,108) | (3,818,965) | |||
9,653,400 | 9,585,956 | |||
56
23 Cost of services rendered and goods sold
Consolidated | ||||
09/2009 | 09/2008 | |||
Personnel | (52,415) | (69,835) | ||
Third parties´ services | (233,310) | (190,338) | ||
Interconnection | (2,490,831) | (2,866,589) | ||
Depreciation and amortization | (1,078,400) | (983,784) | ||
Telecommunications surveillance fund (FISTEL) | (7,891) | (6,548) | ||
Rentals | (116,420) | (106,404) | ||
Other | (21,397) | (24,409) | ||
Cost of services rendered | (4,000,664) | (4,247,907) | ||
Cost of goods sold | (1,126,486) | (966,137) | ||
Total cost of services rendered and goods sold | (5,127,150) | (5,214,044) | ||
24 Selling expenses
Consolidated | ||||
09/2009 | 09/2008 | |||
Personnel | (276,251) | (270,043) | ||
Third parties´ services | (1,534,498) | (1,273,066) | ||
Advertising and publicity expenses | (359,244) | (222,274) | ||
Loss and allowance for doubtful accounts | (339,955) | (618,279) | ||
Telecommunications surveillance fund (FISTEL) | (453,761) | (421,821) | ||
Depreciation and amortization | (250,884) | (220,060) | ||
Other | (64,004) | (61,621) | ||
(3,278,597) | (3,087,164) | |||
57
25 General and administrative expenses
Parent Company | Consolidated | |||||||
09/2009 | 09/2008 | 09/2009 | 09/2008 | |||||
Personnel | (1,108) | (1,118) | (112,169) | (144,097) | ||||
Third parties´ services | (4,897) | (2,282) | (271,089) | (290,966) | ||||
Depreciation and amortization | - | - | (378,879) | (360,917) | ||||
Other | (194) | (463) | (46,895) | (42,294) | ||||
(6,199) | (3,863) | (809,032) | (838,274) | |||||
26 Other operating revenues (expenses), net
Parent Company | Consolidated | |||||||
09/2008 | ||||||||
09/2009 | 09/2008 | 09/2009 | Ajustado | |||||
Revenues | ||||||||
Fines Telecommunications services | - | - | 27,011 | 38,122 | ||||
Reversal of the provision for contingencies | 1,818 | 201 | 33,133 | 5,325 | ||||
Disposal of property, plant and equipament | - | - | 1,404 | 4,548 | ||||
Other operating revenues | - | - | 3,012 | 16,240 | ||||
1,818 | 201 | 64,560 | 64,235 | |||||
Despesas | ||||||||
Amortization of deferred charges | - | - | (86) | (88) | ||||
Amortization of concessions | - | - | (244,108) | (220,325) | ||||
Taxes, rates and contributions | - | - | (15,393) | (12,720) | ||||
Goodwill amortization | - | (1,186) | - | (1,186) | ||||
Provision for contingencies | (473) | (2,175) | (70,674) | (81,481) | ||||
Cost on disposal of property, plant and equipament | - | (13,621) | (7,974) | |||||
Other operating expenses | (34) | (11) | (7,407) | (4,881) | ||||
(507) | (3,372) | (351,289) | (328,655) | |||||
Other operating revenues (expenses), net | 1,311 | (3,171) | (286,729) | (264,420) | ||||
58
27 Financial income
Parent Company | Consolidated | |||||||
09/2008 | ||||||||
09/2009 | 09/2008 | 09/2009 | Adjusted | |||||
Interest on short-term investments in | ||||||||
the money market | 3,107 | 3,359 | 38,926 | 48,011 | ||||
Monetary adjustment | 486 | 449 | 12,381 | 11,637 | ||||
Interest received from clients | - | - | 31,205 | 33,771 | ||||
Exchange variation | 4 | - | 580,761 | 364,291 | ||||
Other revenues | - | - | 5,137 | 7,754 | ||||
3,597 | 3,808 | 668,410 | 465,464 | |||||
28 Financial expenses
Parent Company | Consolidated | |||||||
09/2008 | ||||||||
09/2009 | 09/2008 | 09/2009 | Adjusted | |||||
Interest on loans and financing | - | - | (197,781) | (177,913) | ||||
Interest paid to suppliers | - | - | (3,674) | (504) | ||||
Interest on taxes and rates | - | - | (1,917) | (900) | ||||
Interest on authorizations | - | - | - | (38,023) | ||||
Monetary adjustment | 172 | 94 | (1,661) | (8,423) | ||||
Discounts given | - | - | (8,015) | (40,335) | ||||
Exchange variation | - | - | (634,148) | (495,604) | ||||
Other expenses | (31) | (15) | (18,250) | (21,696) | ||||
141 | 79 | (865,446) | (783,398) | |||||
59
29 Income tax, social contribution expenses and tax losses
Parent | ||||||
Company | Consolidated | |||||
09/2009 | 09/2009 | 09/2008 | ||||
Income tax for the quarter | - | (42,807) | (43,820) | |||
Social contribution for the year | - | (15,475) | (15,861) | |||
Fiscal incentive ADENE | - | 28,707 | 21,176 | |||
- | (29,575) | (38,505) | ||||
Deferred income tax | - | (25,720) | - | |||
Deferred social contribution | - | (9,260) | - | |||
- | (34,980) | |||||
Amortization of goodwill on privatization | - | - | (29,429) | |||
Provision/reversal for income tax and social contribution contingencies | (1,702) | 11,249 | - | |||
(1,702) | (53,306) | (67,934) | ||||
Below, the reconciliation of income tax and social contribution expenses calculated at the applicable tax rates plus the amounts reflected in the income statement:
Consolidated | ||||
09/2009 | 09/2008 | |||
Adjusted | ||||
Pretax income | (45,144) | (135,880) | ||
Combined tax rate | 34% | 34% | ||
Income tax and social contribution at the combined tax rate | 15,349 | 46,199 | ||
(Aditions)/exclusions: | ||||
Unrecognized tax losses and temporary differences | (62,441) | (131,794) | ||
Accrual/ reversal of income tax and social contribution contingencies | 11,249 | - | ||
Use of recognized tax losses and temporary differences | (34,980) | - | ||
Permanent (Additions)/exclusions | (5,147) | (3,857) | ||
Fiscal incentive- ADENE | 28,707 | 21,176 | ||
Other | (6,043) | 342 | ||
(68,655) | (114,133) | |||
Income tax and social contribution charged to the income for the year | (53,306) | (67,934) | ||
60
30 Transactions with Telecom Italy Group
The transactions with Telecom Italy Group, which are performed under regular conditions, similarly to those with third parties, are thus composed:
Assets | ||||
09/2009 | 06/2009 | |||
Telecom Personal Argentina (1) | 1,318 | 1,550 | ||
Telecom Italia Sparkle (1) | 6,074 | 1,783 | ||
Telecom Italia S.p.A. (2) | 1,752 | 2,351 | ||
Other | 528 | 621 | ||
Total | 9,672 | 6,305 | ||
Liabilities | ||||
09/2009 | 06/2009 | |||
Telecom Italia S.p.A. (2) | 19,684 | 15,906 | ||
Telecom Personal Argentina (1) | 576 | 1,162 | ||
Telecom Italia Sparkle (1) | 6,977 | 6,256 | ||
Other | 474 | 512 | ||
Total | 27,711 | 23,836 | ||
Revenue | ||||
09/2009 | 09/2008 | |||
Telecom Italia S.p.A. (2) | 8,649 | 8,513 | ||
Telecom Personal Argentina (1) | 3,259 | 2,431 | ||
Telecom Italia Sparkle (1) | 7,338 | 4,878 | ||
Other | 642 | 1,457 | ||
Total | 19,888 | 17,279 | ||
Cost/Expense | ||||
09/2009 | 09/2008 | |||
Telecom Italia S.p.A. (2) | 14,620 | 21,100 | ||
Telecom Italia Sparkle (1) | 17,706 | 14,445 | ||
Telecom Personal Argentina (1) | 4,722 | 6,975 | ||
Other | 805 | 8,459 | ||
Total | 37,853 | 50,979 | ||
61
(1) These refer to roaming, value-added services VAS and media assignment.
(2) These amounts refer to international roaming, technical post-sales assistance and value-added services VAS.
On April 02, 2009, at the General Shareholders´ Meeting of the Company, the renewal for a further 12 months was approved, of a cooperation and support agreement with Telecom Italia, effective between January 3, 2009 and January 02, 2010. Such agreement had been approved on May 3, 2007 by the Board of Directors of the Company and renewed for more 12 months 9January-December 2008) at TIM Participações General Shareholders´ Meeting on March 03, 2008.
Up to September 2009, R$ 15,543 was provisioned (R$ 11,021 at June 30, 2009), of which, R$ 15,285 relates to fixed assets (R$ 10,900 at June 30, 2009) and R$ 258 related to costs/ expenses. This contract seeks to add value to the Company using Telecom Italias experience to: (i) increase the effectiveness and efficiency of operations by adopting in-house solutions, and (ii) sharing systems, services, processes and best practices that are widely used in the Italian market and can easily be adapted to the Company.
The balance sheet account balances are recorded in the following groups: accounts receivable, suppliers trade payables and other current assets and liabilities.
31 Financial instruments and risk management
The Company through its subsidiaries carries out transactions with derivative financial instruments, without speculation purposes, but only to mitigate the risks relating to exchange rates and interest and exchange movement, fully comprising the swap contracts, without, therefore, exotic derivatives or other types of derivatives.
The Company presents its financial instruments according to CVMs instruction 566, issued December 17, 2008, which approved CPCs Technical Pronouncement 14, and CVMs instruction 475.
62
Accordingly, the Company and its subsidiaries show that the main risk factors to which they are exposed are as follows:
(i) Exchange rate risk
The exchange rate risk relates to the possibility of the subsidiaries incurring losses resulting from fluctuations in exchange rates, thus increasing debt balances of loans obtained in the market and the corresponding financial charges. In order to mitigate this kind of risk, the Company carries out swap contracts with financial institutions.
As of September 30, 2009 the subsidiaries loans indexed to the exchange variance of foreign currencies are fully covered by swap contracts. The income or loss resulting from these swap contracts is charged to operating income.
Besides the loans taken by the subsidiaries, which are the object of swap contracts, there are no other financial assets in significant amounts indexed to foreign currencies.
(ii) Interest rate risks
The interest rate risks relate to:
Possibility of variances in the fair value of financing obtained by the subsidiary TIM Nordeste at the pre-fixed interest rates, in case such rates do not reflect the current market conditions. For this type of risk to be mitigated, the subsidiary TIM Nordeste enters into swap contracts with financial institutions, transforming into a percentage of the CDI the pre-fixed interest rates levied on a portion of financing obtained. Gains or losses arising from swap contracts affect directly TIM Nordestes results.
Possibility of variances in the fair value of financing obtained by the subsidiary TIM Celular and indexed to the TJLP, in case such rates do not proportionally follow the rates regarding the Interbank Deposit Certificates (CDI). For this type of risk to be mitigated, the subsidiary TIM Celular enters into swap contracts with financial institutions, transforming into a percentage of the CDI the TJLP levied on a portion of financing obtained. Gains or losses arising from swap contracts affect directly TIM Celulars results.
Possibility of an unfavorable change in interest rates, with a resulting increase in financial expenses incurred by the subsidiaries, due to fluctuation of interest rate on part of their hedge debt and obligations. At September 30, 2009, the subsidiaries financial resources are mostly invested in CDI, which partially reduces this risk.
63
(iii) Credit risk related to services rendered
This risk is related to the possibility of the subsidiaries computing losses originating from the difficulty in collecting the amounts billed to customers. In order to mitigate this risk, the Company and its subsidiaries perform credit analysis that assist the management of risks related to collection problems, and monitor accounts receivable from subscribers, blocking the telephone, in case customers default on payment of their bills. There is no single client accounting for more than 10% of net receivables from services rendered at September 30, 2009 and 2008 or of income from services in the nine-month period then ended.
(iv) Credit risk inherent in the sale of telephone sets and prepaid telephone cards
The policy adopted by the subsidiaries for sale of telephone sets and distribution of prepaid telephone cards is directly related to credit risk levels accepted in the regular course of business. The choice of partners, the diversification of the accounts receivable portfolio, the monitoring of credit conditions, the positions and limits defined for orders placed by dealers, and the adoption of guarantees are procedures adopted by the subsidiaries to minimize possible collection problems with their business partners. There is no single client accounting for more than 10% of net receivables from sales of goods at September 30, 2009 and 2008 or of income from services in the nine-month period then ended.
(v) Financial credit risk
This risk relates to the possibility of the Company and its subsidiaries computing losses originating from the difficulty in realizing its short-term investments and swap contracts. The Company and its subsidiaries minimize the risk associated to these financial instruments by investing in well-reputed financial institutions and by following policies that establish maximum levels of concentration of risk by financial institution.
There is no concentration of available resources of work, service, concessions or rights that have not been mentioned above that could, if eliminated suddenly, severely impact the operations of the Company and its subsidiaries.
64
Market value of financial instruments
The consolidated financial derivative instruments are as follows:
09/2009 | 06/2009 | |||||||||||
Assets | Liabilities | Net | Assets | Liabilities | Net | |||||||
Derivative operations | 89,004 | 136,958 | (47,954) | 90,879 | 189,043 | (98,164) | ||||||
Current portion | 63,329 | 42,503 | 25,566 | 103,633 | ||||||||
Long-term portion | 25,675 | 94,455 | 65,313 | 85,410 |
The consolidated financial derivative instruments as of September 30, 2009 mature as follows:
Assets | Liabilities | |||
2010 | 979 | 202 | ||
2011 | 3,399 | 1,408 | ||
2012 | 2,158 | 710 | ||
2013 | 521 | 5 | ||
2014 on | 18,618 | 92,130 | ||
25,675 | 94,455 | |||
The fair values of derivative instruments of the subsidiaries were determined based on future cash flows (assets and liabilities position), taking into account the contracted conditions and bringing these flows to present value by means of discount at the future CDI rate published in the market. The fair values were estimated at a specific time, based on information available and the Company´s valuation methodologies.
The Companys protection policy against financial risk A summary
The Companys policy stipulates the adoption of swap mechanisms against financial risks involved in financing taken in foreign or local currency, in order to control the exposure to risks related with exchange variation and interest rate variation.
The derivate instruments against exposure to exchange risks should be contracted concurrently with the debt contract that originated the exposure. The level of coverage to be contracted for these exchange exposures is 100% in terms of time and amount.
When it comes to exposure to risk factors in local currency arising from financing linked to fixed interest rate or TJLP, as the yield on the Companys and the subsidiaries cash and cash equivalents is based on the CDI, it is the subsidiaries´ strategy to change part of these risks into exposure to the CDI.
65
As of September 30, 2009 and June 31, 2009, there are margins or guarantees applying to the operations with derivative instruments owned by the subsidiaries.
The selection criteria followed by financial institutions rely on parameters that take into consideration the rating provided only by renowned risk analysis agencies, the shareholders´ equity and the degree of concentration of their operations and resources.
The table below shows the derivative instruments operations contracted by the subsidiaries, in force as of September 30, 2009 and June 31, 2009:
Item affected by swap mechanism | Curren | Reference Value (Notional R$) |
Fair Value | |||||||||
cy | 09/2009 | 06/2009 | 09/2009 | 06/2009 | ||||||||
Fixed interest risk vs. CDI | Part of financing taken from BNB | BRL | 65,721 | 72,897 | ||||||||
Assets Position | 106,188 | 114,296 | ||||||||||
Liabilities Position | (96,434) | (104,934) | ||||||||||
Net balance | 9,754 | 9,362 | ||||||||||
TJLP Risk vs. CDI | Part of financing taken from BNDES | BRL | 349,571 | 373,352 | ||||||||
Assets Position | 349,639 | 370,783 | ||||||||||
Liabilities Position | (343,162) | (366,311) | ||||||||||
Net balance | 6,477 | 4,472 | ||||||||||
USD Exchange Risk vs. CDI | Hedge against the risk of exchange variation of loans granted by the Banks Santander, ABN, Unibanco, BNP Paribas and | USD | 767,657 | 603,915 | ||||||||
Assets Position | 695,816 | 544,109 | ||||||||||
Liabilities Position | (781,310) | (609,750) | ||||||||||
Net balance | BEI | (85,494) | (65,641) | |||||||||
JPY Exchange Risk vs. CDI | Hedge against the risk of exchange variation of loans granted by the bank Santander | JPY | 146,836 | 551,670 | ||||||||
Assets Position | 195,561 | 543,563 | ||||||||||
Liabilities Position | (174,252) | (589,920) | ||||||||||
Net balance | (21,309) | (46,357) | ||||||||||
TOTAL | 1,329,785 | 1,601,834 | (47,954) | (98,164) | ||||||||
66
Fixed interest swap vs. CDI
The operations with derivative instruments are intended to safeguard the Company and the subsidiary TIM Nordeste against possible losses in the case of increase in the interest rate set by Banco do Nordeste do Brasil (BNB), as required by the provisions dealing with financial charges on operations that use the Constitutional Financing Funds´s resources obtained under financing operations for expansion of the Company´s network in the Northeastern region, in 2004 and 2005. These derivative instruments mature through April 2013 and safeguard approximately 61.64% of all the financing taken from BNB by TIM Nordeste.
Based on the BNB´s current reference rate - 10% p.a. the financing taken by the subsidiary TIM Nordeste and the respective derivative instruments contracted as part of these financing operations average 11.22% p.a. as a receivable item, and 73.39% of the CDI as a payable item. A possible reversal scenario would occur, if the CDI exceeded the level of 15.90% p.a. These derivative instruments were contracted with Santander and Unibanco, currently named Banco Itaú BBA S.A.
TJLP Swap vs. CDI
These financial derivative instrument operations are intended to safeguard the Company and the subsidiary TIM Celular against possible loss of assets due to increase in BNDES´s reference rate (TJLP) for financing contracted with that Institution in 2005. Its payable portion is contracted at an average cost in the equivalent to 90.62% of the CDI. These operations currently protect 27.50% of the total financing taken from BNDES, and mature on a monthly basis through August 2013. At September 30, 2009, the Company´s book income on this operation is positive, with Santander and UNIBANCO as its partners.
Exchange swap vs. CDI
The derivative instruments of this kind are intended to safeguard the Company and the subsidiary TIM Celular against exchange risks involved in contracts signed under BACEN Resolution 2.770, heretofore 2770, indexed to the USD and JPY, and simultaneously contracted with the respective financing besides the foreign currency denominated loans taken out from BNP Paribas and from BEI. All 2770 lines are safeguarded at an average cost of 129.66% of the CDI for USD-denominated contracts and 114.5% for JPY-denominated ones, the loan from BNP Paribas being hedged at an average cost of 95.01% of the Interbank Deposit Certificate (CDI) and the loan from BEI being hedged at an average cost of 98.50% of the Interbank Deposit Certificate (CDI). As a receivable item, a swap is contracted using the same coupon of the line used. In this case, the exchange variation on financing is fully offset by the variation on contracted swaps.
67
These swap contracts mature on the same date as the debt, i.e., until July/10 for the financing raised through lines of credit set forth by Resolution No. 2770, until 2016 for the loan from BEI and until December 17 for the loan from BNP Paribas. These derivative instruments were contracted with Santander, Unibanco (currently named Banco Itaú BBA S.A.), Votorantim, ABN AMRO (currently named Banco Santander), Citibank and BES.
Statement of Sensitivity Analysis Effect on the swap fair value variation
For identifying possible distortions on derivative consolidated operations currently in force, a sensitivity analysis was made considering three different scenarios (probable, possible and remote) and the respective impact on the results attained, namely:
Probable | Possible | Remote | ||||||
Description | 09/2009 | Scenario | Scenario | Scenario | ||||
Prefixed debt | 106,188 | 106,188 | 102,620 | 99,172 | ||||
Fair value of swap assets side | 106,188 | 106,188 | 102,620 | 99,172 | ||||
Fair value of swap liabilities side | 96,434 | 96,434 | 95,553 | 94,669 | ||||
Swap - Net exposure | 9,754 | 9,754 | 7,067 | 4,503 | ||||
TJLP-indexed debt (partial amount) | 349,639 | 349,639 | 336,169 | 323,072 | ||||
Fair value of swap assets side | 349,639 | 349,639 | 336,169 | 323,072 | ||||
Fair value of swap liabilities side | 343,162 | 343,162 | 342,176 | 341,225 | ||||
Swap - Net exposure | 6,477 | 6,477 | (6,007) | (18,153) | ||||
US- indexed debt (Resolution 2.770) | 695,816 | 695,816 | 878,658 | 1,054,398 | ||||
Fair value of swap assets side | 695,816 | 695,816 | 878,658 | 1,054,398 | ||||
Fair value of swap liabilities side | 781,310 | 781,310 | 779,958 | 778,771 | ||||
Swap - Net exposure | (85,494) | (85,494) | 98,700 | 275,627 | ||||
JPY-indexed debt (Resolution 2.770) | 195,561 | 195,561 | 254,531 | 305,642 | ||||
Fair value of swap assets side | 195,561 | 195,561 | 254,531 | 305,642 | ||||
Fair value of swap liabilities side | 174,252 | 174,252 | 174,639 | 175,034 | ||||
Swap - Net exposure | 21,309 | 21,309 | 79,892 | 130,608 |
Because the Company and its subsidiaries own only financial derivative instruments intended as a safeguard of their financial debt, the changes in the scenarios are followed by the respective safeguard instrument, thus showing that the exposure effects arising from swaps are not significant. In connection with these operations, the Company and its subsidiaries disclosed the fair value of the object (debt) and the financial derivative instrument on separate lines, (see above), so as to provide information on the Company´s and its subsidiaries´ net exposure in each of the three scenarios focused.
68
Note that all operations with financial derivative instruments contracted by the subsidiaries are solely intended as a safeguard for assets. As a consequence, any increase or decrease in the respective market value will correspond to an inversely proportional change in the financial debt contracted under the financial derivative instruments contracted by the subsidiaries.
Our sensitivity analyses referring to the derivative instruments in effect as of September 30, 2009 basically rely on assumptions relating to variations of the market interest rate, prefixed rate and TJLP, as well as variations of foreign currencies underlying the swap contracts. These assumptions were chosen solely because of the characteristics of our derivative instruments, which are exposed only to interest rate and exchange rate variations.
Given the characteristics of the subsidiaries´ financial derivative instruments, our assumptions basically took into consideration the effect of reduction of the main indices (CDI and TJLP) and fluctuation of foreign currencies used in swap operations (USD and JPY), with the following percentages and quotations as a result:
Risk Variable | Probable Scenario | Possible Scenario | Remote Scenario | |||
CDI | 8.59% | 10.70% | 12.90% | |||
TJLP | 6.00% | 7.50% | 9.00% | |||
USD | R$ 1.7919 | R$ 2.2399 | R$ 2.6879 | |||
JPY | R$ 0.0199 | R$ 0.0249 | R$ 0.0299 |
A Table of Gains and Losses for the Period
Descriptive Table of Gains and (Losses) on Derivatives | 09/2009 | |
Fixed interest risk vs. CDI | 2,976 | |
TJLP risk vs. CDI | 5,492 | |
USD exchange risk vs. CDI | (177,871) | |
JPY exchange risk vs. CDI | (203,807) | |
Net gains/(losses) | (373,210) | |
69
32 Pension plans and other post-employment benefits
Parent Company | ||||
09/2009 | 06/2009 | |||
PAMA health care plan | 4,094 | 4,156 | ||
PAMEC | 427 | 427 | ||
4,521 | 4,583 | |||
Consolidated | ||||
09/2009 | 06/2009 | |||
Term of atypical contractual relationship | 4,094 | 4,156 | ||
PAMA | 1,946 | 1,946 | ||
PAMEC/health care plan | 189 | 189 | ||
6,229 | 6,291 | |||
Supplementary Pension Plan
On August 7, 2006, the Companys administrative council approved the implementation by Itaú Vida e Previdência S.A, of PGBL and VGBL Supplementary Pension Plans for the Company, TIM Celular and TIM Nordeste. All employees not benefiting from pension plans sponsored by the Company and its subsidiaries are eligible for these supplementary plans.
Term of Atypical Contractual Relationship
The Company is the succeeding sponsoring company arising from the partial spin-off of Telecomunicações do Paraná S.A. TELEPAR, of the private pension supplementation plans introduced in 1970 under a Collective Agreement, approved by the Atypical Contractual Agreement entered into by said company and the Unions representing the professional categories then existing.
This agreement covers 86 employees hired before December 31, 1982, to whom a supplementary pension is granted, on the condition that the retirement only occurs after a minimum service length of 30 years for men and 25 years for women.
As a result of Telebrás split in June 1998, the Company opted for extinguishment of this supplementary pension plan, and accordingly, the participants were entitled to payment in cash of accumulated benefits or transfer to the PBT-SISTEL plan of the obligations assumed under this plan. Most of the participants opted for payment in cash or adherence to the PBT-SISTEL plan, the remainder, duly provided for, will be used to cover benefits due to employees who have not made their option (4 employees as of September 30, 2009 and June 30, 2009).
70
SISTEL e TIMPREV
The Company, TIM Nordeste and TIM Celular have sponsored a private defined benefits pension plan for a group of TELEBRÁS systems former employees, which is managed by Fundação Sistel de Seguridade Social SISTEL, as a consequence of the legal provisions applicable to the privatization process of these companies in July 1998.
As in 1999 and 2000 the sponsors of the pension plans managed by SISTEL had already negotiated conditions for the creation of individual pension plans for each sponsoring company and maintenance of joint liability only in relation to the participants already assisted on January 31, 2000, the Companies and their subsidiaries, like other companies resulting from the former TELEBRÁS system, in 2002 started the creation of a pension plan for defined contributions meeting the most modern social security standards adopted by private companies, with the possibility of migration to this plan of the employee groups linked to SISTEL.
On November 13, 2002, the Brazilian Secretariat for Supplementary Pension Plans, through official ruling no. 1917 CGAJ/SPC, approved the statutes of the new pension plan, denominated Statutes of TIMPREV Benefits Plan, defined contributions, which provide for new conditions for benefits granting and maintenance, as well as the rights and obligations of the Plan Managing Entity, the sponsoring companies, participants and the beneficiaries thereof.
Under this new plan, the sponsors regular contribution will correspond to 100% of a participants basic contribution, and TIMPREV´s managing entity will ensure the benefits listed below, under the terms and conditions agreed upon, with no obligation to grant any other benefits, even if the government-sponsored social security entity starts granting them:
71
However, as not all of the Companys and its subsidiaries´ employees have migrated to TIMPREV plan, the pension and health care plans deriving from the TELEBRÁS system briefly listed below remain:
PBS: benefits plan of SISTEL for defined benefits, which includes the employees paying contributions to the plan (active) who participated in the plans sponsored by the companies of the former TELEBRÁS system;
PBS Assistidos: a private, multi-sponsored pension plan for employees receiving benefits;
Convênio de Administração: for managing pension payment to retirees and pensioners of the predecessors of the subsidiary companies;
PAMEC/Apólice de Ativos: health care plan for pensioners of the predecessors of the subsidiary companies;
PBT: defined-benefit plan for pensioners of the predecessors of the company and its subsidiaries;
PAMA: health care plan for retired employees and their dependents, on a shared-cost basis.
In accordance with the rules established by NPC-26 issued by the Institute of Independent Auditors of Brazil IBRACON, and approved by CVM Deliberation No, 371, the actuarial position of these plans represents a surplus not recorded by the Company as it was impossible to recover these amounts, and also considering that the amount of contributions will not be reduced for the future sponsor.
On January 29, 2007 and April 9, 2007, through the Supplementary Social Security Secretariat, the Ministry of Social Security approved the transfer of the benefit plans management: PBSTele Celular Sul, TIM Prev Sul, PBTTIM, Management Agreement, PBSTelenordeste Celular and TIM Prev Nordeste (according to Communications SPC/DETEC/CGAT, n° s, 169, 167, 168, 912, 171 and 170, respectively) from Fundação Sistel de Seguridade Social- SISTEL, to HSBC Fundo de Pensão.
The other plans PAMA and PBS Assistidos continue to be managed by Fundação Social de Seguridade Social SISTEL. The only exception is Plano PAMEC/Apólice de Ativos, which was terminated, with the Company remaining responsible for coverage of the respective benefit, from now on called PAMEC/Apólice de Ativos.
72
In view of the approval of the proposed migration by the Administrative Council in January 2006, and those of the Ministry of Social Security, the transfer of the above mentioned Funds from Fundação Sistel de Seguridade Social SISTEL to HSBC Fundo de Pensão came into effect in April 2007.
In the nine-month period ended September 30, 2009, the contributions to the pension funds and other post-employment benefits totaled m R$ 136 (R$156 in the same period of 2008)
33 Managements fees
The fees paid to the management of the Company and its subsidiaries in the nine-month period ended September 30, 2009 totaled R$ 5,188 (R$ 5,758 in the same period of 2008).
34 Insurance
It is the Companys and its subsidiaries´ policy to monitor risks inherent in their operations, which is why as of September 30, 2009, they have insurance coverage against operating risks, third party liability, and health, among others. The Management of the Company and its subsidiaries find the insurance coverage sufficient to cover possible losses. The table below shows the main assets, liabilities or interests insured and the respective amounts:
Types | Amounts insured | |
Operating risks | R$14,722,244 | |
General Third Party Liability RCG | R$40,000 | |
Cars (Executive and Operational Fleets) | 100% Fipe table, R$1,000 for civil liability (Material and Physical Damages). |
35 Commitments
ANATEL
Under the terms of the Authorization for Mobile Personal Service (SMP) Exploitation, the subsidiaries have committed to implement and actually implemented; mobile personal telecommunications cover for the assigned area. Also under these Terms of Authorization, the subsidiaries are required to operate in accordance with the quality standards established by ANATEL, and comply with the related obligations. In the event these terms are not complied with, the subsidiaries are subject to PADO (Obligation Non-Compliance Determination Procedures) and any subsequently applicable penalties.
73
ANATEL has brought administrative proceedings against the subsidiaries for: (i) noncompliance with certain quality service indicators; and (ii) default on certain other obligations assumed under the Terms of Authorization and pertinent regulations.
In their defense before ANATEL, the subsidiaries presented several reasons for defaulting, most of them involuntary and not related to their activities and actions. The provision for regulatory contingencies shown in the balance sheet reflects the amount of losses expected by the Management (Note 19).
Rentals
The equipment and property rental agreements signed by the Company and its subsidiaries have different maturity dates. Below, a list of minimum rental payments to be made under such agreements:
2010 | 239,724 | |
2011 | 248,833 | |
2012 | 258,289 | |
2013 | 268,104 | |
2014 | 278,292 | |
1,293,242 | ||
36 Transactions with Group Telefônica
On April 28, 2007, Assicurazioni Generali S,p,A, Intesa San Paolo S,p,A, Mediobanca S,p,A, Sintonia S,p,A and Telefónica S,A, entered into an agreement to acquire the whole capital of Olimpia S,p,A,, a company which, in turn, held approximately 18% of the voting capital of Telecom Italia S,p,A,, the Companys indirect parent company. This acquisition was made through Telco S,p,A, (Telco), With the implementation of the operation in October 2007, Telco came to hold 23.6% of the voting capital of Telecom Italia S,p,A., the indirect parent company of TIM Participações.
74
Through its Act no, 68,276/2007 published in the Federal Government Official Gazette of November 5, 2007 ANATEL approved the operation and imposed certain restrictions to guarantee absolute segregation of businesses and operations performed by the Telefonica and TIM group companies in Brazil, For purposes of ANATEL´s requirements implementation, TIM Brasil, TIM Celular and TIM Nordeste submitted to ANATEL the necessary measures to ensure this segregation de facto and de jure in Brazil, so that Telefónica´s participation in Telco S,p,A, cannot characterize influence on the financial, operational and strategic decisions made by Group TIM´s Brazilian operators. Therefore, TIM continues to operate in the Brazilian market on the same independent and autonomous basis as before.
The agreements between the subsidiaries controlled by TIM Participações and the Group Telefonica´s operators in Brazil, in force at September 30, 2009, refer solely to telecommunications services covering interconnection, roaming, site-sharing and co-billing procedures, as well contracts relating to CSP (provider operation code) at regular price and conditions, in accordance with pertinent legislation. On September 30, 2009, the receivables and payables arising from these agreements amount are R$125,594 and R$108,985, respectively (R$125,198 and R$98,243 as of June 30, 2009). The amounts recorded as Income by the Company after approval of the transaction represent operating revenues and expenses amounting to R$1,040,605 and R$690,832, respectively (R$1,113,438 e R$700,644 in the nine-month period ended September 30, 2008).
37 Other information
Acquisition of Intelig
On April 16, 2009, the Company announced the signature of the agreement to merger Intelig. The Merger Agreement plans the acquisition will occur through the Companys merger of Holdco Participações Ltda. (HOLDCO), a company that controls Intelig. Conclusion of this merger is subject to certain conditions, specially related to the previous approval by Agência Nacional de Telecomunicações ANATEL, and the conclusion of the Intelig corporate and financing restructuring process. In August, such merger was previously approved by ANATEL, whilst the stage of Inteligs capital and financial reorganization is still under way.
75
Special review report of independent auditors
The Board of Directors and Shareholders
TIM Participações S.A.
Rio de Janeiro - RJ
1. We have performed a special review of the accompanying standalone and consolidated Quarterly Financial Information (ITR) of TIM Participações S.A. for the quarter ended September 30, 2009, including the balance sheet, statements of operations, of changes in shareholders equity and of cash flows, report on the Companys performance and notes thereto, prepared under the responsibility of the Companys management.
2. Our review was conducted in accordance with the specific procedures determined by the Institute of Independent Auditors of Brazil (IBRACON) and the National Association of State Boards of Accounting (CFC), and included principally: (a) inquiries of and discussions with the management responsible for the Companys accounting, financial and operational areas about the criteria adopted for the preparation of the quarterly information and (b) review of information and subsequent events which have or might have significant effects on the Companys operations and financial position.
3. Based on our special review, we are not aware of any material modification that should be made to the Quarterly Financial Information referred to above for it to comply with accounting practices adopted in Brazil and with Brazilian Securities and Exchange Commission (CVM) regulations specifically applicable to the preparation of Quarterly Financial Information.
76
4. The Quarterly Financial Information of TIM Participações S.A. for the quarter ended September 30, 2008, whose statement of operations is being presented for comparative purposes, was reviewed by other independent auditors, who issued an unqualified special review report on October 24, 2008. Such Quarterly Financial Information was prepared originally before the adjustments arising from the changes in accounting practices described in Note 2. In connection with our review of the Quarterly Financial Information for the quarter ended September 30, 2009, we also reviewed the adjustments arising from the changes in accounting practices described in the same Note 2, and we are not aware of any material modification that should be made thereto as a result of such adjustments.
Rio de Janeiro, October 20, 2009
ERNST & YOUNG
Auditores Independentes S.S.
CRC - 2SP 015.199/O -6 - F - RJ
Claudio Camargo
Accountant CRC - 1PR 038.371/O -1 - S RJ
77
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TIM PARTICIPAÇÕES S.A. | |||
Date: October 30, 2009 | By: | /s/ Claudio Zezza | |
Name: Claudio Zezza | |||
Title: CFO and Investor Relations Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.