SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE MONTH OF MAY 2001
(Commission File No. 001-14489)
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
(Exact name of registrant as specified in its charter)
TELE CENTRO OESTE CELLULAR HOLDING COMPANY
(Translation of registrant's name in English)
SCS-QUADRA 2, BLOCO C, EDIFICIO ANEXO-TELEBRASILIA CELULAR
-7 ANDAR, BRASILIA, D.F.
FEDERATIVE REPUBLIC OF BRAZIL
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
--- ---
(Indicate by check mark whether the registrant by
furnishing the information contained in this form
is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.)
Yes No X
--- ---
TCOC3: R$ 7.46/1,000 shares
TCOC4: R$ 6.05/1,000 shares
TRO: US$ 8.15/ADR (1 ADR = 3,000 shares)
INVESTOR RELATIONS DEPARTMENT:
ARTHUR FONSECA - ARTHUR.FONSECA@TCO.NET.BR
WEB SITE
FLAVIA MENEZES - FLAVIA.MENEZES@TCO.NET.BR HTTP://WWW.TCO.NET.BR
ANNOUNCES RESULTS FOR THE
FIRST QUARTER OF 2001
FIRST QUARTER BRASILIA, MAY 09, 2001 - Tele Centro Oeste Celular
HIGHLIGHTS Participacoes S.A. (NYSE: TRO; IBOVESPA:
TCOC3/TCOC4) today discloses its results relative to the
first quarter of 2001. In the first quarter of 2001, the
company obtained a net consolidated profit of R$ 34.9
million, and its earnings before interest, taxes,
depreciation and amortization (EBITDA), was R$ 101
million. It generated a Gross Operating Revenue of R$
346.5 billion and a Net Operating Revenue of R$ 277.6
million, which represented a 43% growth over the
previous year.
2 MILLION CLIENTS In the month of May 2001 TCO is celebrating the mark of
2 million clients. In March 2001 TCO celebrated the mark
of one million clients, and shortly afterwards it had
increased its client base by 100%, which is clear
evidence of the excellent administration of the company
and proves its deep knowledge of the region where it
operates. It also shows the level of investments made in
the quality of services and coverage.
OPERATING RESULTS
----------------------------------------------------------------------------------
SUBSCRIBERS 1Q01 4Q00 3Q00 2Q00 1Q00
----------------------------------------------------------------------------------
CONSOLIDATED 1,897,557 1,712,184 1,392,729 1,224,707 1,021,369
Post-paid 621,746 579,511 492,358 525,646 534,622
Pre-paid 1,259,101 1,115,962 883,664 682,360 470,055
Rural 16,710 16,711 16,707 16,701 16,692
AREA 7 1,598,530 1,455,502 1,212,137 1,094,766 939,176
Post-paid 519,734 493,934 446,093 487,229 508,584
Pre-paid 1,062,086 944,857 749,337 590,836 413,900
Rural 16,710 16,711 16,707 16,701 16,692
AREA 8 299,027 256,682 180,592 129,941 82,193
Post-paid 102,012 85,577 46,265 38,417 26,038
Pre-paid 197,015 171,105 134,327 91,524 56,155
----------------------------------------------------------------------------------
AREA 7 - Our Band A operators in Area 7 closed the quarter with
CONTINUOUS more than 1.5 million clients, of which 34% is formed by
GROWTH clients of the post-paid system. The percentage of
population covered by TCO in Area 7 reached 84% at the
end of March, which is equivalent to more than 12
million inhabitants in 256 locations. TCO's penetration
rate reached 11% in the region at the end of the
quarter, which represents an increase of 66% compared to
the same period of the previous year.
AREA 8 - NBT is the company operating Band B in Area 8, and
SUCCESS IN SALES closed the quarter with more than 299 thousand
subscribers, of which 34% were from post-paid clients.
The penetration rate obtained by NBT went up by 235%
compared to the first quarter of 2000, reaching 2% in
the present quarter. In addition, NBT covers 56
locations, which corresponds to approximately 50% of the
population in Area 8.
ENCOURAGING TCO recently launched new products aiming at expanding
THE POST-PAID the use of the post-paid service. The SOLTE A VOZ
SERVICE ["SPEAK UP"] is an exclusive reward program offered to
TCO clients who use post-paid cellular services. The
services referring to calls paid through their bills are
converted into minutes of free cellular-phone
conversation. Also in 2000, TCO launched the LIGUE+
["CALL+"], a program which offers a 25% discount on the
calls originated by the client to a pre-established set
of numbers, conditional on their being subscribers of
TCO.
"ESSENCIAL" - Late in the third quarter of 2000, TCO launched the
AN ALTERNATIVE alternative service plan called ESSENCIAL ["ESSENTIAL"],
SERVICE PLAN aiming at attracting clients with a profile for the
post-paid service. The program offers four plans with
services that have minute-based deductibles VC1 and VC2,
for calls to any cellular or fixed line within the TCO
region. The monthly fee is charged according to the
number of minutes contracted as deductible:
ESSENCIAL 50 MINUTES : R$ 39.00
ESSENCIAL 100 MINUTES : R$ 59.00
ESSENCIAL 150 MINUTES : R$ 69.00
ESSENCIAL 300 MINUTES : R$ 109.00
------------------------------------------------------------------------------
AREA 7 - OPERATING DATA 1Q01 4Q00 1Q00
------------------------------------------------------------------------------
Estimated market participation (%) 79.0 78.4 80.0
Estimated population (Millions) 14.3 14.3 14.0
Estimated penetration - TCO (%) 11.1 10.1 6.7
Access digitization (%) 92.2 90.3 77.4
Municipalities attended 256 253 237
Workforce 2,213 1,834 1,541
Employed 1,148 1,082 990
Interns and outsourced 1,065 752 551
------------------------------------------------------------------------------
------------------------------------------------------------------------------
AREA 8 - OPERATING DATA 1Q01 4Q00 1Q00
------------------------------------------------------------------------------
Estimated market participation (%) 27.0 25.3 18.0
Estimated population (Millions) 14.8 14.9 14.6
Estimated penetration - NBT (%) 2.0 1.7 0.6
Access digitization (%) 100 100 100
Municipalities attended 56 56 22
Workforce 636 563 333
Employed 252 245 169
Interns and outsourced 384 318 164
------------------------------------------------------------------------------
WAP On January 10, 2001, TCO activated the WAP service,
which is currently offered in the cities of BRASILIA,
GOIANIA, CAMPO GRANDE, BELEM, MANAUS and SAO LUIS. TCO
markets two types of handsets equipped with the WAP
technology: the NOKIA 7160 and the GRADIENTE G-WAP, for
R$ 799.00 for post-paid and R$990.00 for pre-paid
service. No monthly subscription is charged, but the
value equivalent to the VC1 rate per minute of usage is.
The services offered by the WAP portal include movies
and theater shows, celebrations and concerts, tourism,
restaurants, hotels, convenient telephone numbers, news,
bank services, message delivery, customized message
cards, games, professions, careers and others. Between
October 2000 and April 2001, TCO invested approximately
R$ 20 million the WAP system.
SMS E-CELULAR is the SHORT MESSAGE SERVICE offered by TCO,
which currently has more than 230 thousand registered
subscribers, of which 182 thousand are in Area 7 and 48
thousand in Area 8. Approximately 600 thousand messages
are sent daily, 470 thousand by clients in Area 7 and
130 thousand by clients in Area 8. Currently TCO does
not charge for this service.
NETWORK At the end of March 2001, TCO had 607 Radio Base
STRUCTURE Stations (ERB) in Area 7 and 13 Switching Equipment. In
Area 8, NBT has now 116 Radio Base Stations (ERB) and 9
Switching Equipment.
TRADE At the end of the first quarter of 2001, TCO had 35
proprietary stores, 1,088 accredited retailers of
handsets and more than 9 thousand direct and indirect
retailers of cards in Area 7. In Area 8, TCO runs a
trade structure through NBT which has 13 proprietary
stores, 204 accredited retailers of handsets and more
than 2.4 thousand direct and indirect retailers of
cards.
ECONOMIC AND FINANCIAL RESULTS
R$ Thousands
-------------------------------------------------------------------------------
CONSOLIDATED RESULT - ACCUMULATED 1Q01 1Q00 VARIATION (%)
-------------------------------------------------------------------------------
Gross Operating Revenue 346,539 243,418 42%
Net Operating Revenue 277,607 193,696 43%
Operating Profit 58,743 41,550 41%
Net Profit in the Period 34,902 26,738 31%
EBITDA 101,087 70,641 43%
EBITDA Margin 36.4% 36.5% 0%
Indebtedness 47% 37% 27%
Net Indebtedness 23% 24% -4%
Leverage 97% 66% 47%
-------------------------------------------------------------------------------
Indebtedness = (Current and non-current liabilities) / Liability
Net Indebtedness = (Current and non-current liabilities - Cash and cash
equivalents) / Liability
Leveraging = (Current and non-current liabilities) / Shareholders' Equity
OPERATING The Net Operating Revenue accumulated by TCO increased
PROFIT by 43% in 2000. The resale of handsets generated a gross
revenue of R$ 47 million in the quarter.
AVERAGE NET The consolidated ARPU (with no handsets sales) obtained
REVENUE PER by TCO in the first quarter of 2001 was R$ 44. NBT
SUBSCRIBER registered an ARPU (with no handsets sales) of R$ 48.
OPERATING The cost of products sold in the first quarter reached
EXPENSES R$ 54.2 million. Due to higher expenses associated with
marketing, advertising and subsidies, the cost of client
acquisition (SAC) reached R$ 140.
EBITDA In the first quarter of 2001, TCO obtained an EBITDA
MARGIN Margin of 36.4%, which demonstrates the capacity the
company has of generating cash using its operating
assets. The EBITDA obtained in the quarter was R$ 101
million.
INVESTMENTS During the first quarter of 2001 TCO invested R$ 24
million in Property, Plant and Equipment in Areas 7 and
8 together, mainly in projects to expand the network of
mobile cellular services and to modernize
telecommunication services. The volume of investments
projected for 2001 is approximately R$ 250 million,
including proprietary resources and financing, to be
used in network expansion and service modernization.
--------------------------------------------------------------------------------
DISCLAIMER: The present communication contains forecasts on future events. Such
forecasts do not constitute facts occurred in the past and reflect exclusively
the expectations of the company's administrators. The terms "anticipates",
"believes", "estimates", "expects", "forecasts", "intends", "plans", "projects",
"aims at", as well as all other similar terms have the objective of identifying
such predictions, which obviously imply risks and uncertainty, not necessarily
predicted by the company. Therefore, all future results of the company's
operations may differ from the current expectations and the reader should not
trust exclusively in the positions herein. These previsions represent
exclusively the company's opinion on the date when they are made and imply no
obligation on the part of the company to update them based on new information or
on future developments.
** FINANCIAL STATEMENTS FOLLOW **
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
BALANCE SHEETS
March 31, 2001 and December 31, 2000
(In thousands of Reais)
CONSOLIDATED
------------------------------------
03/31/2001 12/31/2000
------------------------------------
ASSETS
------------------------------------
CURRENT ASSETS 961,246 957,579
------------------------------------
Cash and cash equivalents 21,475 11,267
Short-term investments 443,492 438,864
Marketable securities 130,602 158,701
Accounts receivable from services 154,799 161,010
Inventories 44,625 52,082
Deferred and recoverable taxes 112,334 107,380
Other assets 53,919 28,275
------------------------------------
NONCURRENT ASSETS 64,264 72,973
------------------------------------
Deferred and recoverable taxes 60,345 66,282
Loans with related parties - 2,673
Other assets 3,919 4,018
------------------------------------
PERMANENT ASSETS 878,125 884,898
------------------------------------
Investments 4,945 4,810
Property, plant and equipment 835,489 841,375
Deferred assets 37,691 38,713
------------------------------------
TOTAL 1,903,635 1,915,450
====================================
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
BALANCE SHEETS
March 31, 2001 and December 31, 2000
(In thousands of Reais)
CONSOLIDATED
------------------------------------
03/31/2001 12/31/2000
------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES 745,253 866,106
------------------------------------
Personnel, social charges and benefits payable 7,075 6,969
Suppliers 121,821 227,757
Indirect taxes 46,528 61,002
Income taxes 14,354 68
Income participation 52,096 51,781
Loans and financing 468,915 490,239
Concession area 8 19,998 19,423
Other obligations 14,466 8,867
------------------------------------
NONCURRENT LIABILITIES 153,923 82,953
------------------------------------
Provision for contingencies 64,947 62,996
Suppliers 549 548
Income taxes 499 499
Loans and financing 87,928 18,910
PARTICIPATION OF MINORITY SHAREHOLDERS' 73,033 69,867
------------------------------------
SHAREHOLDERS' EQUITY 931,300 896,398
------------------------------------
Capital 303,000 303,000
Capital reserve 109,928 109,928
Income reserve 127,837 127,837
Accumulated earnings 390,535 355,633
CAPITALIZABLE FUNDS 126 126
------------------------------------
TOTAL 1,903,635 1,915,450
====================================
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of Brazilian reais)
---------------------------------------------
1Q 01 4Q 00 1Q 00
---------------------------------------------
GROSS OPERATING REVENUE 346,539 327,674 243,418
Deductions of gross revenue (68,932) (64,657) (49,722)
NET OPERATING REVENUE 277,607 263,017 193,696
Cost of services rendered and merchandise sold (104,265) (137,843) (73,677)
GROSS PROFIT 173,342 125,174 120,019
OPERATING REVENUES / EXPENSES
Service trade (47,677) (38,446) (30,924)
General and administrative expenses (24,772) (20,379) (17,546)
Other net operating revenues / expenses 194 (5,777) (908)
PROFIT BEFORE DEPRECIATION AND FINANCIAL REVENUE / EXPENSES 101,087 60,572 70,641
- EBITDA
Depreciation (31,148) (28,417) (26,617)
PROFIT AFTER DEPRECIATION BEFORE FINANCIAL REVENUE AND 69,939 32,155 44,024
EXPENSE - EBIT
Financial revenues / expenses (11,196) (20,080) (2,474)
OPERATING PROFIT 58,743 12,075 41,550
Non-operating revenues / expenses (5,304) (11,049) 1,211
PROFIT BEFORE TAXES, MINOR 53,439 1,026 42,761
Income Tax and Social Contribution (14,681) 4,263 (11,620)
Employee participation (527) (527) (427)
Participation of minority shareholding (3,329) (1,347) (3,976)
PROFIT BEFORE THE REVERSION OF INTEREST ON OWNED CAPITAL 34,902 3,415 26,738
REVERSION OF INTEREST ON OWNED CAPITAL 19,877
---------------------------------------------
NET PROFIT IN THE PERIOD 34,902 23,292 26,738
=============================================
With no depreciation.
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
EXPLICATIVE NOTES
For The Three Months ended March 31, 2001
(A free translation from the original issue in Portuguese)
1. COMPANY'S OPERATIONS
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A. was constituted in accordance with
Article 189 of Law No. 9,472/97 (Telecommunications General Law) and Decree No.
2,546 of April 14, 1998, as a result of the spin-off of TELEBRAS. The
shareholders' general meeting that approved the register/justification was held
on May 22, 1998 and the respective appraisal report was issued on February 28,
1998.
The Company is a Corporation directly controlled by BID S.A. (company controlled
by Splice do Brasil S.A.) who acquired 53.80% of the voting capital and 18.36%
of the total capital.
The Company controls the following companies: Telebrasilia Celular S.A.,
Telegoias Celular S.A., Telemat Celular S.A., Telems Celular S.A., Teleron
Celular S.A. and Teleacre Celular S.A.. The subsidiaries are responsible for
providing cellular telephone services - Band A throughout the Middle West region
of the country including the States of Rondonia and Acre, according to the
concession terms signed by the Federal Government which should expire on August
5, 2008 but could be extended for another 15 years.
On May 24, 1999 the company Norte Brasil Telecom S.A. - NBT was constituted, as
a private corporation, with 95% participation in the parent company. NBT's
operating objective is to explore cellular services as well as all necessary and
useful activities for delivering these services within area 8 - Band B which
comprises the States of Amazonas, Roraima, Amapa, Para and Maranhao.
Norte Brasil Telecom S.A. started up its operating activities at the end of
October 1999 serving 11 from the 97 cities comprising the respective service
area. As the operating activities related to the services at December 31, 1999
were not significant, all expenses incurred as a result were considered as
pre-operating expenses which were amortized in proportion with the area served
as of January 2000.
The services provided by the subsidiaries and respective charges are controlled
by ANATEL (National Agency of Telecommunications), authority responsible for
regulating telecommunications in Brazil, in accordance with Law No. 9,472 of
July 16, 1997.
On November 30, 2000 TCO IP S.A. was constituted, a corporation holding 99.99%
participation in the parent company (Tele Centro Oeste Celular). The latter has
the objective of rendering telecommunication services according to
classification established by ANATEL - National Agency of Telecommunications, as
well as services of internet access, information systems in general, resale of
computer and software equipment, computer and telecommunications training,
internet marketing, home pages development and others.
2. PRESENTATION OF FINANCIAL STATEMENTS
The consolidated financial statements of the parent company and subsidiaries
have been prepared in conformity with accounting practices established by the
Brazilian Corporate Law and norms published by the C.V.M. (Brazilian equivalent
of the Securities and Exchange Commission of the U.S.).
3. SUMMARY OF THE MAIN ACCOUNTING PRACTICES
a. SHORT-TERM INVESTMENTS
Refer to temporary investments of high liquidity falling due within less than
three months, stated at cost plus income earned to the balance sheet date.
b. CREDITS AND OBLIGATIONS
Credits and obligations are stated at their historical value. The amounts
subject to monetary correction, foreign exchange rates and interest have been
adjusted to the balance sheet date.
c. ALLOWANCE FOR DOUBTFUL ACCOUNTS
This provision was constituted to cover accounts receivable unlikely to be
collected. The methodology comprises the recording of a provision to cover 100%
of accounts overdue more than 90 days. Additionally, for the accounts not yet
billed, not yet due and overdue more than 90 days, the percentages historically
obtained from write-offs are applied on the respective gross revenues computed
within the last 12 months.
d. INVENTORIES
Stated at average acquisition cost not exceeding the respective replacement
cost.
e. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at acquisition and/or construction
cost, monetarily corrected to December 31, 1995 less accumulated depreciation.
The exploration right (concession area 8) of cellular services - Band B relating
to the subsidiary Norte Brasil Telecom S.A. was stated at the respective
acquisition cost and is being amortized according to the concession period.
The inventories of materials related to the plant expansion are stated at
acquisition average cost.
Expenses incurred with repair and maintenance are capitalized when improvements
are made (increase in the installation capacity or useful life). The remaining
expenses are charged to the operating result on an accrual basis.
e. PROPERTY, PLANT AND EQUIPMENT -- CONTINUED
Depreciation is calculated through the straight-line method taking into
consideration the useful life of the assets. The respective rates are described
in Note No. 7.
f. DEFERRED ASSETS
The income and expenses incurred during the pre-operating period of the
subsidiary Norte Brasil Telecom S.A. are charged to deferred assets.
Deferred assets were not subject to amortization in 1999 as the subsidiary Norte
Brasil Telecom S.A. was undergoing a pre-operating phase. These expenses have
been subjected to amortization since January 2000.
g. PROVISION FOR VACATION
The amounts related to employees' vacation due were provided for in proportion
to the respective acquisition period.
h. INCOME TAX AND SOCIAL CONTRIBUTION TAX ON INCOME
Income tax and social contribution tax on income are recorded on an accrual
basis, calculated according to current legislation. Deferred taxes are recorded
over temporary differences, calculated based on rates applicable at the
respective realization or liquidation.
i. PROVISION FOR CONTINGENCIES
The provision for contingencies was recorded based on an analysis of the
Company's lawyers regarding all existing legal actions.
j. RECORDING OF REVENUES AND EXPENSES
Revenues and expenses are charged to the year's operating result on an accrual
basis. The revenues derived from sales of prepaid recharging cellular telephone
cards are deferred and charged to the operating result as the cards are used.
k. FINANCIAL RESULT, NET
The financial result, net is represented by interest and monetary correction on
short-term investments and loans obtained as well as granted.
l. PENSION PLAN
Tele Centro Oeste Celular Participacoes S.A. and subsidiaries sponsor a private
defined-benefit social security plan, which is managed by SISTEL. The plan
contributions are determined based on actuarial studies conducted by independent
actuaries in accordance with current Brazilian norms. The actuarial studies are
periodically reviewed in order to determine the need for adjusting the
contributions.
m. EMPLOYEES' INCOME PARTICIPATION
Tele Centro Oeste Celular Participacoes S.A. and subsidiaries provide for
employees' income participation based on Article 5 of Provisional Measure No.
980 of April 25, 1995 and subsequent publications.
The amount provided for is equivalent to a monthly salary subject to approval at
the Shareholders Meeting.
n. PROFIT PER SHARE
Profit per share was calculated based on the number of shares in circulation at
the balance sheet computation date.
4. CONSOLIDATION OF THE FINANCIAL STATEMENTS
The consolidated financial statements were prepared in accordance with
consolidation basic principles established by Brazilian Corporate Law and norms
of the C.V.M. (Brazilian equivalent of the Securities and Exchange Commission of
the US).
We present below the main consolidation procedures:
Elimination of assets and liability account balances between the consolidated
companies;
Elimination of capital participation, reserves and accumulated earnings of the
consolidated companies;
Elimination of revenues and expenses derived from business held between the
consolidated companies;
Highlighting the amounts of participation by minority shareholders on the
financial statements.
The consolidated companies are as follows:
CAPITAL PARTICIPATION (%)
------------------------------------
3/31/2001 12/31/2000
-----------------------------------
Telebrasilia Celular S.A. 88.21 88.21
Telegoias Celular S.A. 92.22 92.22
Telemat Celular S.A. 97.37 97.31
Telems Celular S.A. 98.26 98.19
Teleron Celular S.A. 96.97 96.97
Teleacre Celular S.A. 98.29 98.29
Norte Brasil Telecom S.A. - NBT 95.00 95.00
TCO IP S.A. 99.99 99.99
5. ACCOUNTS RECEIVABLE FROM SERVICES
CONSOLIDATED
-------------------------------
3/31/2001 12/31/2000
-------------------------------
Amounts invoiced 52,277 47,901
Amounts to be invoiced 43,470 42,948
Network use rate 56,176 46,284
Sales - prepaid 26,095 40,611
Allowance for doubtful accounts (33,422) (25,826)
Others 10,203 9,092
-------------------------------
TOTAL 154,799 161,010
===============================
6. INVESTMENTS
PARENT COMPANY CONSOLIDATED
-------------------------------------------------------------
3/31/2001 12/31/2000 3/31/2001 12/31/2000
-------------------------------------------------------------
Participation stated through the equity method 1,126,381 1,083,592 - -
Premium - Norte Brasil Telecom S.A. 3,339 3,339 3,339 3,339
Other investments 6 1,286 1,606 1,471
-------------------------------------------------------------
Total 1,129,726 1,088,217 4,945 4,810
=============================================================
3/31/2001 12/31/2000
---------------------------------------------------------------------------------------------------------
NET (LOSS) CAPITAL INCREASE
SHAREHOLDERS' INCOME FOR VOTING TOTAL EQUITY AND INTEREST ON
COMPANIES EQUITY THE PERIOD CAPITAL CAPITAL PICK-UP OWN CAPITAL INVESTMENT INVESTMENT
-------------------------------------------------------------------------------------------------------------------------
Telebrasilia 398,897 18,711 91% 88% 16,504 - 355,017 338,515
Telegoias 281,624 9,727 91% 92% 8,970 - 261,149 252,180
Telemat 191,680 8,285 99% 97% 8,066 111 187,129 178,951
Telems 154,036 6,145 99% 98% 6,036 53 151,675 145,587
Teleron 40,907 1,754 98% 97% 1,701 - 39,801 38,102
Teleacre 23,061 210 100% 98% 206 - 22,710 22,499
NBT 107,694 (393) 95% 95% (373) - 107,385 107,758
TCO IP 100 - 99% 99% - 1,515 1,515 -
----------------------------- ------------------------------------------------------------
TOTAL 1,197,999 44,439 41,110 1,679 1,126,381 1,083,592
============================= ============================================================
The premium of R$ 3,339 refers to the acquisition of 45% of the shares of Norte
Brasil Telecom S.A. from Inepar S.A. on May 24, 1999. This premium is being
amortized over a period of 10 years.
7. PROPERTY, PLANT AND EQUIPMENT
Consolidated
-----------------------------------------------------------
3/31/2001 12/31/2000
---------------------------------------------
ANNUAL
DEPRECIATION ACCUMULATED NET BOOK NET BOOK
RATES (%) COST DEPRECIATION VALUE VALUE
------------------------------------------------------------------------
Assets and service installations
Switching equipment 10 155,511 (39,332) 116,179 113,024
Transmission equipment 14.29 580,153 (254,031) 326,122 332,721
Infra-structure
Land - 3,694 - 3,694 3,588
Buildings 4 30,785 (9,346) 21,439 21,489
Supporters and protectors 5 40,313 (7,285) 33,028 32,828
Energy equipment 10 60,856 (30,623) 30,233 31,393
Leasehold improvement at third parties 10 3,840 (1,064) 2,776 2,808
Computer equipment 20 14,922 (4,854) 10,068 8,914
Vehicles 20 1,650 (1,156) 494 571
Exploration right (concession) 3.33 60,550 (2,520) 58,030 58,534
Other assets 5 to 20 44,176 (10,272) 33,904 41,665
Assets and installations in progress - 189,764 - 189,764 182,932
CONSTRUCTION MATERIAL - 9,758 - 9,758 10,908
-----------------------------------------------------------
Total 1,195,972 (360,483) 835,489 841,375
===========================================================
8. LOANS AND FINANCING
PARENT COMPANY CONSOLIDATED
-------------------------------------------------
INTEREST AND MONETARY CORRECTION DUE DATE 3/31/2001 12/31/2000 3/31/2001 12/31/2000
-------------------------------------------------------------------------------------------------
NATIONAL CURRENCY
BNDES TJLP plus annual interest of 4% 01/16/2006 - - 71,635 84,026
per year.
Commercial Paper Annual discount of 19% applied on - - 186,913 150,872 186,913
the subscription date with Swap of
103.5% of CDI.
Other loans Industrial products Column 20 - FGV 2000 to - - 1,714 1,771
2008
FOREIGN CURRENCY
Banco ABC do Brasil Foreign exchange variation based 4/23/2001 - - 4,863 6,086
on the U.S. dollar plus libor and
annual interest of 1.125%
Euro Commercial Paper Annual discount of 9.5% with 05/18/2001 204,869 5,014 235,026 207,943
foreign exchange variation based
on the U.S. dollar plus Swap of
CDI.
Export Development Foreing exchange variation based 11/22/2005 - - 40,555 21,954
Corporation - EDC on the U.S. dollar plus libor for
six month and annual interest of
3.9%
Banco Santander Libor plus 1.71% per year 02/25/2002 - - 50,577 -
Others - - - - 1,601 456
-------------------------------------------------
TOTAL 204,869 191,927 556,843 509,149
CURRENT (204,869) (191,927) (468,915) (490,239)
-------------------------------------------------
NONCURRENT - - 87,928 18,910
=================================================
The amounts falling due on a long-term basis are as follows:
CONSOLIDATED
-----------------------------
DUE DATE 3/31/2001 12/31/2000
--------------------------------------------------
2002 21,027 4,567
2003 22,087 4,568
2004 22,087 4,568
2005 22,087 4,568
2006 226 226
2007 226 225
2008 188 188
-----------------------------
TOTAL 87,928 18,910
=============================
The controlling company sees about financial funding along with the financial
market, then repassing them to the related parties by means of assumption of
debts operations so that as to reduce the total financial funding costs.
9. NET OPERATING REVENUE FROM TELECOMMUNICATION SERVICES
CONSOLIDATED
-------------------------------
3/31/2001 03/31/2000
-------------------------------
Subscription 34,529 50,220
Use 110,851 78,538
Use of network 122,733 66,092
Additional services 1,677 2,556
Resale of cellular equipment 47,086 33,404
Resale of cards 29,591 11,416
Others 72 1,192
-------------------------------
Gross operating revenue 346,539 243,418
Gross revenue deductions (68,932) (49,722)
-------------------------------
Net operating revenue 277,607 193,696
===============================
10. PROVISION FOR CONTINGENCIES
PARENT COMPANY CONSOLIDATED
------------------------------------------------------------
3/31/2001 12/31/2000 3/31/2001 12/31/2000
------------------------------------------------------------
Tax 6,078 5,375 9,733 8,721
Labor - - 364 654
Others (A) 54,667 53,128 54,850 53,621
------------------------------------------------------------
TOTAL 60,745 58,503 64,947 62,996
============================================================
Basically refers to original loans from Telecomunicacoes Brasileira S.A. -
TELEBRAS, which according to Attachment II of the Spin-Off Report of February
28,1998, approved by the Shareholders Meeting of May 1998, should be charged to
the respective holding controlled by Telegoias Celular S.A. and Telebrasilia
Celular S.A..
Local management, based on the understanding that the respective loans were
wrongly allocated at the time of the spin-off, suspended the payments flow
subsequent to the changes in Company's controls. These loans are being indexed
by the IGP-M (Market General Price Index) plus 6% annual interest.
In June 1999, Tele Centro Oeste Celular Participacoes S.A. (parent company)
filed a legal action claiming that the assets related to these obligations -
loans and financing - belong to the Company as well as the respective
accessories, plus compensations for the installments paid.
In November 1999, the Company's management decided to transfer to the actual
holding - Tele Centro Oeste Celular Participacoes S.A.. the liability derived
from the loan originally made by Telecomunicacoes Brasileira S.A. - TELEBRAS and
absorbed during the spin-off process.
The Company's lawyers believe that the chances of obtaining a favorable outcome
are good.
11. CAPITAL
The authorized capital at March 31, 2001 and December 31, 2000 corresponds to
700,000,000,000 shares.
The subscribed and paid-in capital at March 31, 2001 and December 31, 2000
corresponds to R$ 303,000, represented by 364,399,028,000 shares distributed as
follows (in thousands of shares):
3/31/2001 12/31/2000
--------------------------------------
Common shares 124,369,031 124,369,031
Preferred shares 240,029,997 240,029,997
--------------------------------------
Total 364,399,028 364,399,028
======================================
Equity value per lot of thousand shares (in R$) 2.555715 2.555715
The preferred shares of Tele Centro Oeste Celular Participacoes S.A do not have
voting right with priority of capital reimbursement and payment of noncumulate
minimum dividends.
The partial spin-off of the Company was approved at the Extraordinary
Shareholders Meeting held at Tele Centro Oeste Celular Participacoes S.A. on
October 30, 2000 and confirmed by the Administrative Council, reducing its
subscribed capital from R$ 303,100 to R$ 303,000 and increasing capital in its
subsidiaries (except Norte Brasil Telecom S.A.) of R$ 5 (five reais) each and
the remaining amount was used for capital reserve purposes.
12. MARKET VALUE OF FINANCIAL ASSETS AND LIABILITIES (FINANCIAL INSTRUMENTS)
At March 31, 2001, the Company and subsidiaries maintained operations that could
be regarded as "Financial Instruments" according to instruction of the CVM No.
235/95. However, none of these operations should result in significant effects
regarding future gain or loss, considering market values and rates.
The main operations were:
Short-term investments - adjusted according to rates agreed with by financial
institutions, without expectations of losses to the Company.
Loans and financing - are linked to several indices and present varied interest
rates, as mentioned in Note 8. Local management does not believe that future
gains or losses will be generated by negotiations involving loans and financing.
The handling of these operations is carried out through definition of
strategies, establishment of control systems, determination of position limits
and assessment of risks involved.
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.
Tele Centro Oeste Cellular Holding Company
Date: May 9, 2001 By: /S/ MARIO CESAR PEREIRA DE ARAUJO
------------------------------------
Name: Mario Cesar Pereira de Araujo
Title: President