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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 
For the month of August 2003

Commission File Number 001-14489
 

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

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

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

 

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

Form 20-F ___X___ Form 40-F _______

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

Yes _______ No ___X____


 

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

Tele Centro Oeste Celular
Participações S.A. and
Subsidiaries
 
Quarterly Financial Information
for the Three-month Period
Ended June 30, 2003
and Independent Accountants’ Review Report
 
 
Deloitte Touche Tohmatsu Auditores Independentes

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

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

To the Shareholders and Management of
Tele Centro Oeste Celular Participações S.A.
Brasília - DF

1.

We have reviewed the accompanying quarterly financial information of Tele Centro Oeste Celular Participações S.A. (the “Company”) and its subsidiaries as of and for the three- and six-month periods ended June 30, 2003, consisting of the individual and consolidated balance sheets as of June 30, 2003, and the related statements of operations for the three- and six-month periods then ended, the performance report and relevant information, prepared in accordance with Brazilian accounting practices under the responsibility of the Company’s management.

2.

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

3.

Based on our review, we are not aware of any material modifications that should be made to the quarterly financial information referred to in paragraph 1 for it to be in conformity with Brazilian accounting practices and standards issued by the Brazilian Securities Commission (CVM), specifically applicable to the preparation of mandatory quarterly information.

4.

The individual and consolidated balance sheets as of March 31, 2003, presented for comparative purposes, and the individual and consolidated statements of operations for the three- and six-month periods ended June 30, 2002, presented for comparative purposes, were audited by other independent auditors whose reports thereon, dated May 2, 2003 and August 13, 2002, were unqualified.

5.

The accompanying quarterly financial information has been translated into English for the convenience of readers outside Brazil.

São Paulo, July 18, 2003

DELOITTE TOUCHE TOHMATSU José Domingos do Prado
Auditores Independentes Engagement Partner

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

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.

NOTES TO THE FINANCIAL STATEMENTS
(Amounts in thousands of Brazilian reais - R$, unless otherwise indicated)

1. OPERATIONS

Tele Centro Oeste Celular Participações S.A. (“Company” or “TCO”) is a publicly-traded company which, as of June 30, 2003, is owned by Telesp Celular Participações S.A. (“TCP”) (61.10% of voting capital and 20.37% of total capital), which is controlled by Brasilcel N.V. (“Brasilcel”). Brasilcel is controlled by Telefónica Móviles, S.A. (50.000% of total capital), PT Móveis, Serviços de Telecomunicações, SGPS, S.A. (49.999% of total capital), and Portugal Telecom, SGPS, S.A. (0.001% of total capital).

On April 10, 2003, the National Telecommunications Agency (ANATEL) approved the transfer of the equity interest held by BID S.A. in TCO.

On April 25, 2003, TCO was informed by its controlling shareholder of the conclusion of the transfer of the Company’s equity interest to TCP, under the Preliminary Contract for Purchase and Sale of Shares and the Contract for Purchase and Sale of Shares. As of that date, the operation was settled and the aforementioned shares representing TCO’s controlling interest were transferred to TCP.

The Company is the controlling company of Telegoiás Celular S.A. (“Telegoiás”), Telemat Celular S.A. (“Telemat”), Telems Celular S.A. (“Telems”), Teleron Celular S.A. (“Teleron”) and Teleacre Celular S.A. (“Teleacre”), which provide, through authorizations or concessions, mobile telephone services in the States of Goiás, Tocantins, Mato Grosso, Mato Grosso do Sul, Rondônia and Acre, respectively, and owns 100% of Norte Brasil Telecom S.A. (“NBT”), which provide, through authorizations or concessions, mobile telephone services in the States of Amazonas, Roraima, Amapá, Pará and Maranhão, including related services. The Company also owns TCO IP S.A. (“TCO IP”), which provides telecommunications services, internet access, development of solutions and others.

Telecommunications services provided by the subsidiaries, including related services, are regulated by ANATEL, as authorized by Law No. 9,472 of July 16, 1997, and the respective regulations, decrees, decisions and plans.

Migration from SMC to SMP

On February 3, 2003, ANATEL, TCO and the subsidiaries Telegoiás, Telemat, Telems, Teleron, Teleacre and NBT signed a document authorizing Personal Mobile Service (SMP), effective from the date of publication in the official government newspaper on February 5, 2003.

Authorizations granted to the subsidiaries Telegoiás, Telemat, Telems, Teleron, Teleacre and NBT are valid for the remaining periods of the concessions previously granted and currently replaced, to July 24, 2006, October 29, 2008, March 30, 2009, September 28, 2009, July 21, 2009, July 15, 2009 and November 29, 2013, respectively, and may be renewed once for fifteen years, on a chargeable basis.

2. PRESENTATION OF FINANCIAL STATEMENTS

The individual and consolidated financial statements have been prepared in accordance with Brazilian accounting practices as defined by corporate law, standards applicable to concessionaires of public telecommunication services, and accounting standards and procedures established by the Brazilian Securities Commission (CVM).

The consolidated financial statements include balances and transactions of the Company and its subsidiaries as of June 30, 2003.

The financial statements as of March 31, 2003 and June 30, 2002 have been reclassified, where applicable, for comparison.

In consolidation, all intercompany balances and transactions have been eliminated.

3. SUMMARY OF PRINCIPAL ACCOUNTING PRACTICES

The principal accounting practices adopted by the Company and its subsidiaries in the preparation of the quarterly financial statements as of June 30, 2003 are basically those described in the financial statements as of December 31, 2002.

4. CASH AND CASH EQUIVALENTS

Company
Consolidated
  06.30.03
03.31.03
06.30.03
03.31.03
Cash and banks 26,701  4,046  53,254  18,278 
Temporary cash investments 18,571  8,260  669,685  176,557 
 



Total 45,272  12,306  722,939  194,835 
 



Temporary cash investments refer principally to fixed income bank deposit certificates (CDBs) which are indexed to interbank deposit (CDI) rates.

5. SECURITIES

Company
Consolidated
Debentures
Interest rates
Maturity
06.30.03
03.31.03
06.30.03
03.31.03
FIXCEL CDI plus 2% p.a. August 8, 2003 147,054  235,517  223,522  747,947 




    Total 147,054  235,517  223,522  747,947 




The Company, directly and through its subsidiaries, acquired debentures issued by FIXCEL S.A. in the amount of R$660,000, of which R$470,000 on July 2, 2002 and maturing on June 27, 2003, when they were effectively settled, and R$190,000 on August 13, 2002, maturing on August 8, 2003. The debentures have floating guarantee on the FIXCEL S.A. assets and guarantee from Splice do Brasil Telecomunicações e Eletrônica S.A.

On April 25, 2003, with the transfer of the ownership control, TCP became the guarantor for the settlement of debentures issued by FIXCEL S.A. held by the Company.

6. TRADE ACCOUNTS RECEIVABLE, NET

Company
Consolidated
  06.30.03
03.31.03
06.30.03
03.31.03
Unbilled amounts 16,237  16,769  51,490  51,397 
Billed amounts 42,836  29,536  132,688  102,944 
Interconnection 19,199  12,082  71,884  48,095 
Products sold 10,503  6,803  55,401  38,525 
Allowance for doubtful accounts (6,431) (5,172) (32,648) (28,342)
 



Total 82,344  60,018  278,815  212,619 
 



Changes in the allowance for doubtful accounts are follows:

Company
Consolidated
  06.30.03 06.30.02 06.30.03 06.30.02
 



Beginning balance 4,734  9,118  26,595  40,781 
Provision for doubtful accounts 2,021  2,216  9,510  10,402 
Write-offs (Q1) (1,583) (2,217) (7,763) (12,077)
 



Balance as of March 31 (Q1) 5,172  9,117  28,342  39,106 
 



Provision for doubtful accounts (Q2) 3,139  3,253  14,948  10,701 
Write-offs (Q2) (1,880) (1,888) (10,642) (9,425)
 



Balance as of June 30 6,431  10,482  32,648  40,382 
 



7. INVENTORIES

Company
Consolidated
  06.30.03 03.31.03 06.30.03 03.31.03
 



Digital handsets 4,916  3,670  26,459  18,992 
Other 2,842  3,074  10,332  11,027 
Allowance for obsolescence (376) (376) (1,329) (1,329)
 



Total 7,382  6,368  35,462  28,690 
 



8. DEFERRED AND RECOVERABLE TAXES

Company
Consolidated
  06.30.03 03.31.03 06.30.03 03.31.03
 



Recoverable income and social contribution taxes 390  1,689  710  1,689 
Withholding income tax 8,065  16,113  23,478  38,334 
Recoverable ICMS (State VAT) 9,337  7,048  47,275  35,439 
Recoverable PIS and COFINS (taxes on revenue) and other 70  47  147  165 
 



Recoverable taxes 17,862  24,897  71,610  75,627 
Deferred income and social contribution taxes 35,710  36,300  72,755  75,808 
 



Total 53,572  61,197  144,365  151,435 
 



Current 44,682  50,378  115,313  107,786 
Noncurrent 8,890  10,819  29,052  43,649 

Deferred income and social contribution taxes are comprised of:

Company
Consolidated
  06.30.03 03.31.03 06.30.03 03.31.03
 



Merged tax credit (corporate restructuring) 9,539  11,129  32,915  38,401 
Tax loss carryforwards 10  2,553 
Allowance reserve for:
Contingencies 22,304  22,761  22,872  24,246 
Doubtful accounts 2,186  1,758  11,077  9,638 
Other 1,681  652  5,881  970 
 



Total deferred taxes 35,710  36,300  72,755  75,808 
 



Current 32,530  31,531  61,784  59,351 
Noncurrent 3,180  4,769  10,971  16,457 

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

a)

Tax loss carryforwards of the subsidiary NBT were offset up to a limit of 30% per year of taxable income, remaining as of June 30, 2003 tax loss carryforwards of R$10 (R$2,553 as of March 31, 2003), which will be realized in the following three-month period.

 
b)

The merged tax credit consists of the net balance of goodwill and the reserve for maintenance of integrity of shareholders’ equity (Note 30) and is realized as goodwill is amortized, over a period ending December 31, 2004.

 
c)

Temporary differences will be realized upon payment of the accruals, and effective losses on bad debts.

The Company expects to recover the tax credits as follows:

Year
Consolidated
2003 27,941 
2004 44,814 

Total 72,755 

9. PREPAID EXPENSES

Company
Consolidated
  06.30.03
03.31.03
06.30.03
03.31.03
Financial charges 556  640  1,228  1,420 
ICMS (State VAT) on sales of prepaid cards 409  395  2,325  2,062 
Insurance premiums 171  171  484  529 
Other 276  61  1,147  533 
 



Total 1,412  1,267  5,184  4,544 
 



10. OTHER ASSETS

Company
Consolidated
  06.30.03 03.31.03 06.30.03 03.31.03




Advances to employees and other 2,004  2,126  4,348  4,562 
Auxiliary materials 879  5,851  379  5,568 
Tax incentives 1,302  1,302  3,912  3,912 
Swap credits 656  25,414  1,416  34,866 
Advance for purchase of shares 42,242  41,198  42,242  41,198 
Escrow deposits 12,199  12,156  12,548  12,473 
Other 766  515  3,754  2,860 




Total 60,048  88,562  68,599  105,439 




Current 3,798  30,243  8,789  37,669 
Noncurrent 56,250  58,319  59,810  67,770 

11. INVESTMENTS

a) Investments in subsidiaries

Investee Common stock interest (%) Preferred stock interest (%) Total interest (%)




Telegoiás 98.61 96.32 97.12
Telemat 99.51 96.27 97.83
Telems 99.63 97.64 98.54
Teleron 98.26 96.64 97.22
Teleacre 99.96 96.61 98.35
NBT 100.00 100.00 100.00
TCO IP 99.99 100.00 99.99

b) Number of shares held

Investee Common Preferred Total




Telegoiás 2,281  4,145  6,426 
Telemat 329  345  674 
Telems 542  650  1,192 
Teleron 247  438  685 
Teleacre 999  891  1,890 
NBT 24,001  47,999  72,000 
TCO IP 499  500  999,000 

c) Information on subsidiaries

Investee Shareholders’ equity -
06.30.03
Net income (loss) -
06.30.03



Telegoiás 450,956  144,317 
Telemat 257,754  91,292 
Telems 205,078  60,891 
Teleron 63,367  16,458 
Teleacre 33,976  12,126 
NBT 202,178  21,552 
TCO IP (2,374) (3,884)

d) Components and changes

Investments of TCP are comprised of interests in the capital of Telegoiás, Telemat, Telems, Teleron, Teleacre, NBT and TCO IP, as well as goodwill and advances for future capital increases, reserves for investment losses and other investments, as shown below:

Company
Consolidated
  06.30.03
03.31.03
06.30.03
03.31.03
Investments in subsidiaries 1,144,667  1,085,768  - -
Goodwill paid on investment acquisition 51,929  54,601  5,177  7,849 
Advance for future capital increase 510  510  - -
Reserve for investment losses (3,884) (2,162) - -
Other investments 22  22  191  191 
 



Investment balance 1,193,244  1,138,739  5,368  8,040 
 



Changes in investment balances for June 30, 2003 and March 31, 2003:

  Company
  06.30.03
03.31.03
  Investment
Investment
Investments, net of reserve for loss 1,138,739  1,061,288 
Equity pick-up 92,437  78,098 
Interest on capital (37,558) -
Goodwill paid on investment acquisitions 232 
Reserve for investment losses (1,722) (972)
Investment in subsidiaries 1,243  483 
Interest on capital and expired dividends (subsidiary) 487  -
Amortization of goodwill paid on investment acquisition (390) (390)
 

Investments, net of reserve for loss 1,193,244  1,138,739 
 

Goodwill in the amount of R$5,177 (R$7,849 as of March 31, 2003) refers to:

• NBT:

a)

Acquisition of the 45% equity interest of NBT from Inepar S.A. in May 1999, capital increase in June 2000 by the Company.

 
b)

Negative goodwill on purchase of the 1.67% equity interest of NBT from Inepar in June 2003 in the amount of R$2,282.

 
c)

Amortization in the second quarter of 2003 in the amount of R$390.

• Telegoiás:

- Acquisition of Telegoiás shares in the market in November 2001.

The goodwill related to NBT and Telegoiás is being amortized over ten and five years, respectively.

12. PROPERTY, PLANT AND EQUIPMENT

Company
06.30.03
03.31.03
  Annual rate (%) Cost Accumulated depreciation Net book value Net book value
 




Transmission equipment 14.29 282,378  (194,401) 87,977  83,189 
Switching equipment 10 85,743  (30,111) 55,632  57,775 
Infrastructure 5 - 10 70,033  (40,219) 29,814  31,079 
Land - 2,185  - 2,185  2,185 
Software use rights 20 39,932  (16,874) 23,058  22,018 
Buildings 4 11,843  (5,636) 6,207  6,141 
Terminals 50 15,228  (13,658) 1,570  1,708 
Other assets 5 - 20 26,923  (11,591) 15,332  14,895 
Assets and construction in progress   4,733  - 4,733  8,033 
   



Total   538,998  (312,490) 226,508  227,023 
   



    Consolidated
    06.30.03
03.31.03
  Annual rate (%)
Cost
Accumulated depreciation
Net book value
Net book value
Transmission equipment 14.29  792,738  (444,031) 348,707  340,230 
Switching equipment 10  270,726  (90,895) 179,831  184,244 
Infrastructure 5 - 10  174,334  (65,941) 108,393  109,546 
Land 7,822  - 7,822  7,811 
Software use rights 20  111,544  (39,650) 71,894  72,017 
Buildings 27,175  (7,609) 19,566  19,459 
Terminals 50  25,527  (19,712) 5,815  5,515 
Concession license 6.90  60,550  (12,541) 48,009  49,090 
Other assets 5 - 20  58,000  (23,700) 34,300  34,373 
Assets and construction in progress   44,276 
-
44,276 
56,837 
Total   1,572,692 
(704,079)
868,613 
879,122 

The subsidiaries’ managements are conducting studies to evaluate the useful lives of their property items. Possible effects resulting from these studies that may change the useful lives of the assets will be recognized in the financial statements for 2003.

Starting in December 2002, the useful life of terminals was reduced to two years, in order to better reflect the state of operations. The effect of this reduction in the six-month period represented an increase of R$1,921 in depreciation expense.

13. DEFERRED CHARGES

  Consolidated
  Annual amortization rate (%)
06.30.03
03.31.03
Preoperating costs:      
Financial expenses 10  16,701  16,701 
General and administrative expenses 10 
28,060 
28,060 
    44,761 
44,761 
Accumulated amortization:
Preoperating costs   (15,512)
(14,376)
    (15,512)
(14,376)
Total, net   29,249 
30,385 

14. TRADE ACCOUNTS PAYABLE

  Company
Consolidated
  06.30.03
03.31.03
06.30.03
03.31.03
Suppliers 31,294  22,388  100,905  85,870 
Interconnection 7,278  5,692  27,907  14,462 
Other 1,881 
1,303 
3,416 
2,409 
Total 40,453 
29,383 
132,228 
102,741 
Current 39,781  28,716  131,290  102,069 
Long term 672  667  938  672 

15. TAXES PAYABLE

  Company
Consolidated
  06.30.03
03.31.03
06.30.03
03.31.03
State VAT (ICMS) 13,449  11,378  63,631  45,924 
Income and social contribution taxes 1,980  8,066  7,964 
Taxes on revenue (PIS and COFINS) 2,953  2,989  9,432  8,560 
FISTEL fees 5,189  2,783  22,545  11,692 
FUST and FUNTTEL 331  266  1,149  1,026 
Other taxes 867 
1,703 
2,262 
2,890 
Total 24,769 
19,119 
107,085 
78,056 
Current 24,769  19,119  100,667  72,780 
Long term 6,418  5,276 

The long-term portion refers to the “ICMS - Programa Teleproduzir”, an agreement made with the Goiás State Government for deferral of ICMS payments, on December 16, 2001. This agreement stipulates that the ICMS used as credit will be paid in 84 monthly installments, with a grace period of 12 months from the date of final credit use.

16. LOANS AND FINANCING

a) Composition of debt

      Company
Consolidated
Description
Currency
Annual charges (%)
06.30.03
03.31.03
06.30.03
03.31.03
BNDES R$ TJLP + 3.5 to 4.0 13,908  14,964  191,282  194,051 
Other R$ FGV Column 20 2,036  1,519 
Finimp US$ Libor + 2 to 7 38,308  157,121  120,700  161,460 
Resolution No. 2,770 US$ US$ + average interest of 7.41 22,873 44,185 31,297 55,067
Export Development US$ Libor 6m + 3.90 to 5.00 88,858 91,357 145,250 160,704
Corporation - EDC BNDES - basket of currencies UMBNDES Basket of currencies variation + UMBNDES + 3.5 - - 17,522 20,624
Interest     6,059
11,576
11,007
14,584
Total     170,006
319,203
519,094
608,009
Current     101,387 239,566 262,670 317,808
Long term     68,619 79,637 256,424 290,201

b) Repayment schedule

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

06.30.03
Year
Company
Consolidated
2004 14,482  44,150 
2005 28,965  88,300 
2006 25,172  81,073 
2007 39,332 
2008 3,569 
Total 68,619  256,424 

c) Restrictive clauses

The Company has loans and financing from the National Bank for Economic and Social Development (BNDES) and Export Development Corporation (EDC), the balances of which at June 30, 2003 were R$208,804 and R$145,250, respectively. As of that date, various loan covenants were complied with by the Company.

d) Hedging

As of June 30, 2003, the Company and its subsidiaries have exchange contracts in the amount of US$93,496, to partially hedge against exchange rate fluctuations on foreign currency obligations. At June 30, 2003, the Company and its subsidiaries recognized a net loss of R$14,445 (net gain of R$30,968 at March 31, 2003) on these hedges, represented by a balance of R$1,416 (R$34,866 at March 31, 2003) in assets, of which R$318 (R$24,689 at March 31, 2003) in current and R$1,098 (R$10,177 at March 31, 2003) in noncurrent, and a balance of R$15,861 (R$3,898 at March 31, 2003) in liabilities, of which R$12,233 (R$3,085 at March 31, 2003) in current and R$3,628 (R$813 at March 31, 2003) in long-term.

17. OTHER LIABILITIES

  Company
Consolidated
  06.30.03
03.31.03
06.30.03
03.31.03
Services to be provided - prepaid 1,635  1,579  8,625  7,703 
Accrual for customer loyalty program (a) 340  184  870  694 
Customers 3,044 
2,663 
7,913 
6,346 
Total 5,019 
4,426 
17,408 
14,743 
(a)

On November 1, 2002, the Company launched a customer loyalty program whereby the customer makes calls and earns points redeemable for prizes (handsets, call minutes, points in TAM airline loyalty program, and other). The points expire in 24 months. Accumulated points are accrued when granted, considering redemption prospects based on the consumption profile of participant customers. The accrual is reduced when points are redeemed by customers.

18. RESERVE FOR CONTINGENCIES

The Company and its subsidiaries are parties to certain lawsuits involving labor, tax and civil matters. Management has recognized reserves for cases in which the likelihood of an unfavorable outcome is considered probable by its legal counsel.

Components of the reserves are as follows:

  Company
Consolidated
  06.30.03
03.31.03
06.30.03
03.31.03
Labor (c) 210  184 
Civil (c) 1,465  1,580 
Tax (b) 9,525  11,861  9,535  14,460 
Other (a) 89,844 
88,855 
89,844 
88,855 
Total 99,383 
100,730 
101,054 
105,079 
(a)

This item corresponds to original loans from Telecomunicações Brasileiras S.A. - TELEBRÁS, that, according to Attachment II to the Spin-off Report dated February 28, 1998, approved by the Shareholders’ Meeting held in May 1998, and in the opinion of the Company’s management, should be allocated to the respective controlling companies of Telegoiás and Telebrasília Celular S.A.

Management understood that there was an error in the allocation of the loans upon the spin-off, suspended the payment flow after the change in the Company’s control, and is restating the loans based on the general market price index (IGP-M) plus a 6% annual interest.

In June 1999, the Company filed a lawsuit with a statement claiming that all assets corresponding to these loan and financing liabilities are owned by it, as well as the accessory items of these assets, and also claiming for indemnities for the installments paid.

In November 1999, management decided to transfer to the holding company the liability arising from the loan originally payable to Telecomunicações Brasileiras S.A. - TELEBRÁS, since the liability was absorbed in the spin-off process.

On August 1, 2001, a court decision was made dismissing the Company’s claims in the declaratory action; however, on October 8, 2001, the Company filed an appeal, which has not yet been judged.

The opinion of the Company’s legal counsel regarding the chances of unfavorable outcome of these contingencies are that they are probable as to the merit of the claim and possible as to the restatement index. The difference of contingencies not recognized between the original contractual rates and the restatement index used as described above is estimated at R$34,600 (R$55,660 as of March 31, 2003).

(b)

Tax: the principal tax contingencies of the subsidiaries are described below:

1. ICMS (State VAT)

On June 19, 1998, the Revenue Secretaries of the individual Brazilian States approved an agreement interpreting existing Brazilian tax law and broadening the application of the ICMS, a State value-added tax, to cover not only telecommunication services but also other services, including cellular activation fees which had not previously been subject to such tax. Pursuant to this new interpretation of tax law, the ICMS tax may be applied retroactively for such services rendered during the last five years prior to the aforementioned date.

Company’s management believes that the attempt by the State Revenue Secretaries to extend the scope of ICMS tax to services which are supplementary to basic telecommunication services is unlawful because: (a) the State Secretaries acted beyond the scope of their authority, (b) their interpretation would subject certain services to taxation which are not considered telecommunication services, and (c) new taxes may not be applied retroactively. Accordingly, the companies did not accrue ICMS on cellular activations prior to June 1998 and also believes that in the period prior to 1998 the liability for any taxes is of the spun-off company which originated the cellular companies controlled by the Company.

After June 1998, the companies controlled by the Company started to accrue ICMS on cellular activation fees; however, based on the opinion of legal counsel, the companies reversed the accrual in the amount of R$4,925 as of June 30, 2003.

2. PIS and COFINS

The Company is a party to two lawsuits: the first challenges the increase in the COFINS rate and the second the change in the calculation basis of PIS and COFINS. Amounts for the COFINS rate increase have not been accrued while the effect of the expansion of the PIS and COFINS calculation basis has been accrued, based on legal counsel’s opinion as to the chances of success in that litigation.

The amount reserved as of June 30, 2003 was R$9,525 (R$9,525 as of March 31, 2003).

(c)

Labor and civil: include claims for compensation for moral damages and other employee claims, for which a reserve has been recorded in the amount of R$1,675 as of June 30, 2003 (R$1,764 as of March 31, 2003) to cover any loss that might result.

Additionally, the Company is a party to several other civil and labor lawsuits totaling approximately R$4,635, for which no reserve for contingencies was recognized, based on legal counsel’s opinion.

19. LEASES (CONSOLIDATED)

In the first half of 2003, the subsidiaries had expenses under lease agreements totaling R$1,972. The outstanding obligation under such agreements, adjusted for exchange rates prevailing at June 30, 2003, is R$4,723, payable in quarterly installments through June 2005.

20. SHAREHOLDERS’ EQUITY

a) Capital

On April 29, 2003, pursuant to article 199 of the Brazilian corporate law, the Company increased its capital by R$36,049, without issuance of new shares, through capitalization of part of the profit reserve exceeding capital as of December 31, 2002.

As of June 30, 2003, capital is represented by shares without par value, as follows:

  Thousands of shares
Common shares 126,433,338 
Preferred shares 252,766,698 
Total 379,200,036 

b) Dividends

Preferred shares do not have voting rights, except in the circumstances set forth in article 12 of the bylaws; they have priority in the redemption of capital, without premium, are entitled to receive dividends of at least 25% of net income for the year, calculated as defined by article 202 of corporate law, have priority in the payment of minimum, noncumulative dividends based on the greater of the following: (a) 6% per year of the amount resulting from the division of the subscribed capital by the total number of shares outstanding, or (b) 3% per year of the amount resulting from the division of the shareholders’ equity by the total number of shares outstanding, and are entitled to receive dividends equivalent to those paid to holders of common shares, after dividends in the same amount as mandatory minimum dividends on preferred shares have been paid to such holders.

c) Special premium reserve

This reserve resulted from the corporate restructuring implemented by the Company and will be capitalized in favor of the controlling shareholder when the tax benefit is effectively realized.

d) Treasury shares

Shares held in treasury as of June 30, 2003 and March 31, 2003 totaled 5,791,394,000 common shares, in 2003 no common and preferred treasury shares were purchased.

21. NET OPERATING REVENUE

  Company
Consolidated
  06.30.03
06.30.02
06.30.03
06.30.02
Monthly subscription charges 23,854  20,474  69,682  52,638 
Use of network 133,654  107,046  528,639  392,988 
Roaming charges 4,388  4,024  11,617  10,177 
Additional call charges 5,246  3,565  14,960  10,533 
Interconnection 95,454  86,521  372,464  305,585 
Additional services 3,719  2,607  10,914  6,215 
Sale of products 27,177  29,264  133,734  117,987 
Revenue from Internet - - 499  604 
Other services
 
-
126 
-
126 
Gross operating revenue 293,492  253,627  1,142,509  896,853 
Deductions (57,531)
(48,925)
(240,710)
(180,481)
Net operating revenue 235,961 
204,702 
901,799 
716,372 

22. COST OF SERVICES PROVIDED AND PRODUCTS SOLD

  Company
Consolidated
  06.30.03
06.30.02
06.30.03
06.30.02
Personnel 4,098  2,753  8,811  6,931 
Outside services 4,355  3,197  21,780  11,111 
Connections 2,793  2,918  18,281  18,025 
Rent, insurance and condominium fees 1,370  638  6,015  4,843 
Interconnection 26,866  17,223  97,148  66,272 
Taxes and contributions 6,059  5,958  29,608  26,452 
Depreciation and amortization 26,052  23,001  79,255  60,379 
Cost of products sold 36,625  30,349  156,708  122,800 
Other 1,141 
734 
3,148 
1,384 
Total 109,359 
86,771 
420,754 
318,197 

23. SELLING EXPENSES

  Company
Consolidated
  06.30.03
06.30.02
06.30.03
06.30.02
Personnel 3,009  3,043  13,559  10,108 
Supplies 243  276  1,964  1,839 
Outside services 16,940  10,523  80,592  58,691 
Rent, insurance and condominium fees 973  470  3,134  2,232 
Taxes and contributions 28  11  116  68 
Depreciation and amortization 1,067  1,169  3,970  6,637 
Allowance for doubtful accounts 5,160  5,469  24,458  21,103 
Other 573 
160 
1,579 
196 
Total 27,993 
21,121 
129,372 
100,874 

24. GENERAL AND ADMINISTRATIVE EXPENSES

  Company
Consolidated
  06.30.03
06.30.02
06.30.03
06.30.02
Personnel 20,892  13,782  26,440  18,785 
Supplies 824  523  1,892  1,524 
Outside services 20,219  11,928  39,231  27,416 
Consulting - technology and management (management fee) 1,551  813  4,819  3,092 
Rent, insurance and condominium fees 2,380  844  3,189  2,403 
Taxes and contributions 1,178  782  1,394  873 
Depreciation and amortization 5,374  4,587  12,253  8,477 
Other 117 
153 
268 
208 
Total 52,535 
33,412 
89,486 
62,778 

25. OTHER OPERATING INCOME (EXPENSES)

  Company
Consolidated
  06.30.03
06.30.02
06.30.03
06.30.02
Income:        
Fines 2,209  2,003  10,485  8,374 
Recovered expenses 154  242  448  244 
Reversal of reserves 2,675  16  5,572  311 
Other 23,035 
14,533 
2,488 
1,237 
Total 28,073 
16,794 
18,993 
10,166 

  Company
Consolidated
  06.30.03
06.30.02
06.30.03
06.30.02
Expenses:        
Provision for contingencies 45  146  850 
Telegoiás and NBT goodwill amortization 781  781  781  781 
Taxes other than on income 5,349  5,289  13,876  12,890 
Other 819 
410 
2,711 
2,627 
Total 6,949 
6,525 
17,514 
17,148 

26. FINANCIAL INCOME (EXPENSES)

  Company
Consolidated
  06.30.03
06.30.02
06.30.03
06.30.02
Interest and other 33,834  34,330  123,005  98,360 
Exchange variations on assets (*) 57,318  1,481  78,097  1,712 
PIS/COFINS on financial income
 
(4,155)
-
(9,547)
-
Total 86,997 
35,811 
191,555 
100,072 
Expenses:
Interest and other 22,620  55,574  45,015  80,382 
Monetary/exchange variations on liabilities (1,446) 28,713  (2,091) 55,675 
Loss on derivatives 65,007 
378 
82,068 
677 
Total 86,181 
84,665 
124,992 
136,734 
(*)

Reflects the currency devaluation on debts denominated in foreign currency, including transactions with BNDES linked to the basket of currencies - UMBNDES.

27. TAXES ON INCOME

The Company and its subsidiaries estimate monthly the amounts for income and social contribution taxes, on the accrual basis. The subsidiary TCO IP has tax losses without deferral of income and social contribution taxes since no profit is expected. The income and social contribution tax effect on these losses has been recorded under “Unrecognized income and social contribution taxes” in the table of reconciliation of taxes on income below, in the amount of R$671. Deferred taxes are provided on temporary differences as shown in Note 8. Income and social contribution taxes charged to income consist of the following:

  Company
Consolidated
  06.30.03
06.30.02
06.30.03
06.30.02
Income tax (15,566) (11,726) (76,639) (39,901)
Social contribution tax (5,605)
(4,229)
(27,607)
(14,399)
Total (21,171)
(15,955)
(104,246)
(54,300)

A reconciliation of the taxes on income reported and the amounts calculated at the combined statutory rate of 34% is as follows:

  Company
Consolidated
  06.30.03
06.30.02
06.30.03
06.30.02
Income before taxes 233,301  137,178  320,298  177,659 
Income and social contribution tax credits at combined statutory rate (79,322) (46,640) (108,902) (60,404)
Permanent additions:
Nondeductible expenses (404) (11,210) (1,048) (1,227)
Expired interest on capital (624) - (793) -
Permanent exclusions:
Equity pick-up 57,066  39,779  - -
Integrity of shareholders’ equity 2,099  2,099  7,241  7,241 
Other:
Unrecognized income and social contribution taxes - - (671) -
Surtax difference 12  12  84  84 
Other adjustments

(157)

Income and social contribution tax charges (21,171)
(15,955)
(104,246)
(54,300)

28. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONSOLIDATED)

a) Risk considerations

The major market risks to which the Company and its subsidiaries are exposed include:

Since they were formed, the Company and its subsidiaries have been actively managing and mitigating risks inherent in their operations by means of comprehensive operating procedures, policies and initiatives.

Credit risk

Credit risk from providing telecommunication services is minimized by strictly monitoring the Company’s customer portfolio and actively addressing delinquent receivables by means of clear policies relating to the concession of postpaid services. Of the Company’s customers, 73% use prepaid services that require pre-loading, thus not representing a credit risk to the Company. Delinquent receivables in the second quarter of 2003 represented 2.4% of gross revenue (2.4% in the second quarter of 2002). (*)

Credit risk from the sale of handsets is managed by following a conservative credit granting policy which encompasses the use of advanced risk management methods that include applying credit scoring techniques, analyzing the potential customers balance sheet, and making inquiries of credit protection agencies’ databases. In addition, an automatic control has been implemented in the sales module for releasing products which is integrated with the distribution module of the Company’s ERP system for consistent transactions. Delinquent receivables in the distribution network represented 0.49% in the second quarter of 2003 (0.31% in the second quarter of 2002) of handset sales for the Company. (*)

(*)

Calculation of delinquent receivables:

(loss and reserve for delinquent receivables/gross revenues from services) * 100

(loss and reserve for delinquent receivables/gross revenues from sales of products) * 100

Interest rate risk

The Company is exposed to fluctuations in TJLP, CDI and UMBNDES (local indices) on financing from BNDES. As of June 30, 2003, these operations amounted to R$208,004.

Part of foreign currency-denominated loans is also exposed to Libor interest rate risk associated with foreign loans. As of June 30, 2003, these operations amounted to US$50,575.

The Company has not entered into derivative operations to hedge against these risks.

Currency risk

The Company and its subsidiaries utilize derivative financial instruments to protect against the currency risk on foreign currency-denominated loans. Such instruments usually include swap contracts.

The Company’s net exposure to currency risk as of June 30, 2003 is shown in the table below:

Loans and financing (113,041)
Hedge instruments 93,496 
Net exposure (19,545)

b) Derivative instruments

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

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

  Book value
Market value
Unrealized gains (losses)
Loans and financing (519,094) (533,730) (14,636)
Derivative instruments (14,445)
(19,101)
(4,656)
Total (533,539)
(552,831)
(19,292)

c) Market value of financial instruments

The market values of loans and financing, and swaps contracts were determined based on the discounted cash flows, utilizing projected available interest rate information.

Estimated market values of the Company’s financial assets and liabilities have been determined using available market information and appropriate valuation methodologies. Accordingly, the estimates presented above are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated market values.ed market values. methodologies may have a material effect on the estimated market values.

29. POST-RETIREMENT BENEFIT PLANS (CONSOLIDATED)

The Company, together with other companies of the former TELEBRÁS System, sponsor private pension and health care plans for retired employees, managed by Fundação Sistel de Seguridade Social (“Sistel”). Until December 1999, all sponsors of the plans managed by Sistel were unified as to all plans then existing. On December 28, 1999, these sponsors negotiated conditions to create pension plans individualized by sponsor (PBS-TCO) and continuation of solidarity only for the participants already covered and who were in such position on January 31, 2000 (PBS-A), thus resulting in a proposal for the restructuring of Sistel’s bylaws and regulations which was approved by the Secretariat for Social Security and Supplementary Benefits on January 13, 2000.

Due to the end of unification in December 1999, the Company individually sponsors a defined benefit plan - PBS-TCO. In addition to the supplementary pension benefit, a multiemployer health care plan (PAMA) is provided to retired employees and their dependents, at shared costs.

Contributions to the PBS-TCO Plan are determined based on actuarial valuations prepared by independent actuaries, in accordance with rules in force in Brazil. Costing is determined using the capitalization method and the contribution due by the sponsor is equivalent to 13.5% of the payroll for employees covered by the plan, of which 12% is allocated to fund the PBS-TCO Plan and 1.5% for the PAMA Plan.

For 99% of the Company’s employees, there is an individual defined contribution plan - the TCOPREV Plan, established by Sistel in August 2000. This plan is maintained by contributions made by both participants (employees) and the sponsors, which are credited to participants’ individual accounts. The Company is also responsible for the administrative and plan maintenance expenses, including risks of death and disability of participants. The employees participating in the defined benefit plan (PBS-TCO) were granted the option of migrating to the TCOPREV Plan. This option was extended to employees who did not participate in the PBS-TCO Plan, as well as to all new hires. The Company’s contributions to TCOPREV Plan are similar to those of the participants, up to 8% of the contribution salary, according to the percentage chosen by the participant.

In the first half of 2003, the Company contributed the amount of R$2 (R$8 in the first half of 2002) to PBS-TCO Plan and R$2,011 (R$1,415 in 2002) to TCOPREV Plan.

The actuarial valuation of the plans was made using the projected unit credit method. For multiemployer plans (PAMA and PSB-A), apportionment of assets is made based on the sponsoring entity’s actuarial liabilities in relation to the plans’ total actuarial liabilities. As of December 31, 2002, the total liability recognized amounted to R$463.

30. CORPORATE RESTRUCTURING

On January 14, 2000, the corporate restructuring plan was concluded, in which the goodwill paid on the privatization process of the Company was transferred to its subsidiaries.

The accounting records maintained for corporate and tax purposes include the Companies’ specific accounts related to merged goodwill, the related reserve, and the respective amortization, reversal and tax credit. As of June 30, 2003, balances are as follows:

Balances on Company Consolidated
  date

of merger 06.30.03 03.31.03 06.30.03 03.31.03
 




Balance sheet:          
Merged goodwill 322,693 28,055  32,731  96,808  112,943 
Merged reserve (212,977) (18,516) (21,602) (63,893) (74,542)
 




Net effect equivalent to merged tax credit 109,716 9,539  11,129  32,915  38,401 
 




Statement of operations:   06.30.03 03.31.03 06.30.03 03.31.03
Goodwill amortization   (9,351) (9,351) (32,269) (32,269)
Reversal of reserve   6,171  6,171  21,298  21,298 
Tax credit   3,180  3,180  10,971  10,971 
   



Effect on net income   - - - -
   



As shown above, the amortization of goodwill, net of the reversal of the reserve and of the corresponding tax credit, results in a zero effect on income and, consequently, on the basis for calculating the mandatory minimum dividend. For a better presentation of the financial position of the Companies in the financial statements, the net amount of R$32,915 as of June 30, 2003 (R$38,401 as of March 31, 2003), which, in essence, represents the merged tax credit balance, was classified in the balance sheet as current and noncurrent assets under deferred taxes (Note 8).

31. RELATED-PARTY TRANSACTIONS

The principal transactions with unconsolidated related parties are as follows:

a) Use of network and long-distance (roaming) cellular communication: these transactions involve companies owned by the same group: Telecomunicações de São Paulo S.A., Telerj Celular S.A., Telest Celular S.A., Telebahia Celular S.A., Telergipe Celular S.A., Telesp Celular S.A., Global Telecom S.A. and Celular CRT S.A. These transactions were established based on contracts between Telebrás and the operating concessionaires before privatization under the terms established by ANATEL. Also include call center services to Telecomunicações Móveis Nacionais - TMN customers regarding roaming services in the Company’s network.
 
b) Receivables from affiliates refer to the repass of Company’s administrative expenses to its subsidiaries.
 
c) Payables to affiliates refer to loans between the Company and its subsidiaries.

The commercial conditions of these services are based on the usual market practices applied to the Companies’ other contracts.

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

Company
Consolidated
  06.30.03
03.31.03
06.30.03
03.31.03
Assets:
Trade accounts receivable 5,380  3,659  -
Receivables from subsidiaries and affiliates 23  58,032  1,975  -
Liabilities:
Trade accounts payable 520  301  2,333  -
Loans and financing 10,961  -

Company
Consolidated
  06.30.03
06.30.02
06.30.03
06.30.02
Statement of operations:
Revenue from telecommunication services 880  71  1,792  -
Cost of services provided (982) (91) (1,858) -
General and administrative expenses (1,887) -
Financial income (expenses), net 600  31,663  -
Other operating income (expenses), net 23,049  14,337  -

Related-party transactions - former Parent Company

Company
Consolidated
  06.30.03
06.30.02
06.30.03
06.30.02
Statement of operations:
Cost of services provided 302  435  1,967  2,376 
Purchase of fixed assets 666  348  1,154  3,071 
General and administrative expenses 1,550  4,819  4,166 
Financial income, net 20,381  33,391  20,381  39,457 

32. INSURANCE (CONSOLIDATED)

The Company and its subsidiaries monitor the risks inherent in their activities. Accordingly, as of June 30, 2003, the Companies had insurance to cover operating risks, civil liability, health, etc. Companies’ management considers that the amounts are sufficient to cover possible losses. The principal assets, liabilities or interests covered by insurance are as follows:

Types
  Insured
Operating risks 47,886 
General civil liability 400 
Civil liability - errors and/or omissions 1,000 
Vehicle fleet 90 

VIVO, THE LARGEST WIRELESS COMMUNICATION GROUP IN SOUTH
AMERICA, REPORTS SECOND QUARTER 2003 RESULTS OF TELE
CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.

INVESTOR RELATIONS OFFICER: Luis André Carpintero Blanco

Brasília - Brazil, July 24, 2003 - Tele Centro Oeste Celular Participações S.A. - TCO (BOVESPA: TCOC3 (Common), TCOC4 (Preferred); NYSE: TRO), part of Vivo, the largest cellular telephone group in South America, announced today its consolidated results for the second quarter 2003. The closing prices at July 24, 2003 were: TCOC3: R$14.30/1,000 shares, TCOC4: R$5.65/1,000 shares and TRO: US$5.88/ADR (1 ADR = 3,000 preferred shares). TCO is the holding company that controls six cellular operators - Telegoiás Celular S.A., Telemat Celular S.A., Telems Celular S.A., Teleron Celular S.A., Teleacre Celular S.A. and Norte Brasil Telecom S.A. - and a company that provides IP (Internet Protocol) data services - TCO IP. TCO operates in the Federal District and in 11 Brazilian States: Acre, Amazonas, Amapá, Goiás, Maranhão, Mato Grosso, Mato Grosso do Sul, Pará, Rondônia, Roraima and Tocantins, in 5.8 million km2 of territory and 31.2 million inhabitants, representing 18% of the Brazilian population.

Financial and operating information contained in this press release, except where otherwise stated, is presented in accordance with Brazilian corporate law on a consolidated basis. Dollar figures are provided for the reader’s convenience at the June 30, 2003 exchange rate of R$2.8720 per U.S. dollar. For comparison purposes, we continue to refer to Region I (“B” Band) and II (“A” Band) of the Authorization Term of Personal Communication Services (PCS), as Area 8 and Area 7, respectively.

Highlights

Tele Centro Oeste Celular
R$ million 2Q03 1Q03 D% 2Q02 D%

Operating revenue, Gross 617,6  524,9  17,7% 482,5  28,0%

Net operating revenue 488.7 413.1 18.3% 386.4 26.5%
Net operating revenues from telecommunication services 421.2 375.7 12.1% 325.7 29.3%
Net operating revenues from sales of merchandise 67.6 37.4 80.7% 60.7 11.4%
Total operating cost (291.4) (251.3) 16.0% (233.2) 25.0%
EBITDA 197.3 161.8 22.0% 153.2 28.8%
EBITDA margin (%) 40.4% 39.2% 1.2p.p. 39.7% 0.7p.p.
EBIT 148.4 115.2 28.9% 115.2 28.8%
Net income 119.9 92.2 30.1% 89.3 34.2%
Earnings per 1,000 shares (R$) 0.32 0.24 30.0% 0.24 34.3%
Earnings per ADR (R$) 0.95 0.73 30.0% 0.71 34.3%
Number of shares (billion) 379.2 379.2 379.2
CAPEX (accumulated) 70  31  na  78  na 
CAPEX as % of revenues 8.0% 7.5% 0.5p.p. 10.2% -2.2 
Operating cash flow 158.4 130.8 21.1% 117.8 34.5%

 

Subscribers (thousand) 3,330  3,178  4.8% 2,700  23.3%
Postpaid 892  860  3.7% 748  19.2%
Prepaid 2,438  2,318  5.2% 1,952  24.9%
SAC 123  147  -16.3% 104  18.3%

EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization.

EBITDA margin = EBITDA/net operating revenue.

EBIT = Earning Before Interest and Taxes.

Operating cash flow = EBITDA - CAPEX.

SAC = Subscriber Acquisition Cost (70% marketing expenses + dealers expenses + handset subsidies)/gross additions.

Columns may not add up due to rounding.

Basis of Presentation

The evaluation method for certain performance indicators has been changed to be compatible with the criteria used by other Vivo operators. Historical information was adjusted accordingly for comparison purposes:

Churn: will now be calculated as (disconnections/average number of clients in the period). Previously, churn rate was equal to (disconnections/(average number of clients in the beginning of the quarter + gross additions in the quarter)).
 
- ARPU: adjusted based on the reclassification of FUST and FUNTTEL taxes from the revenue line to operating expenses.
 
- SAC: marketing expenses percentage has been lowered from 100% to 70% and no longer includes FISTEL tax as previously.

For comparison purposes the historical information regarding net operating revenue, operating expenses and EBITDA margin were adjusted due to the reclassification of FUST and FUNTTEL taxes from deductions of revenues to operating expenses.

Employee profit sharing is now accounted for as an operating expense, which was also reflected in the 2Q02 figures for comparison purposes.

Vivo

The joint venture between Telefónica Móviles and Portugal Telecom unified the operations of Tele Centro Oeste Celular Participações S.A. with those of Telesp Celular Participações S.A., Tele Sudeste Celular Participações S.A., Celular CRT Participações S.A. and Tele Leste Celular Participações S.A. as of April 14, 2003 under the “Vivo” brand.

Highlights

Operating Performance

Operating Data - TCO - Area 7
  2Q03 1Q03 D% 2Q02 D%

Total subscribers (thousand) 2,688  2,561  5.0% 2,200  22.2
Postpaid 747  716  4.4% 625  19.5
Prepaid 1,942  1,845  5.2% 1,575  23.3
Analog 46  53  -13.3% 71  -35.2%
Digital 2,642  2,508  5.4% 2,129  24.1
Estimated market share (%) 69.7% 71.7% -2.0p.p. 75.8% -6.1 p.p.
Net additions (thousand) 128  92  39.0% 135  -5.3%
Postpaid 31  737.2% 36  -12.1%
Prepaid 96  88  9.4% 99  -2.8%
Churn in the quarter (%) 6.0% 4.1% 1.9 p.p. 4.8% 1.2 p.p.
ARPU (R$/month) 44  40  9.8% 43  3.6
Postpaid 93  83  12.0% 92  1.1
Prepaid 26  23  9.0% 23  10.2
Total MOU (minutes) 105  105  -0.1%  109  -3.1%
Postpaid 201  197  2.3% 212  -4.9%
Prepaid 61  62  -3.1%  66  -8.6%
Employees 1,239  1,213  2.1% 1,136  9.1
Client/Employee 2,170  2,111  2.8% 1,936  12.0


Operating Data - NBT - Area 8
  2Q03 1Q03 D% 2Q02 D%

Total subscribers (thousand) 642  618  4.0% 501  28.2%
Postpaid 145  144  0.6% 123  17.7%
Prepaid 497  473  5.0% 377  31.7%
Estimated market share (%) 32.7% 34.3% -1.6 p.p. 35.5% -2.8 
Net additions (thousand) 25  20  24.1% 49  -50.2%
Postpaid (4) n.a. 12  -92.7%
Prepaid 24  24  -1.5% 37  -36.1%
Churn in the quarter (%) 8.5% 6.2% 2.3 p.p. 5.9% 2.6p.p.
ARPU (R$/month) 39  39  -0.4% 37  5.2%
Postpaid 95  90  5.1% 83  13.7%
Prepaid 23  23  -1.6% 22  2.7%
Total MOU (minutes) 105  108  -2.8% 107  -2.2%
Postpaid 223  224  -0.5% 223  0.2%
Prepaid 60  62  -3.0% 69  -12.9%
Employees 384  380  1.1% 348  10.3%
Client/Employee 1,672  1,626  2.9% 1,439  16.2%

Highlights

Average Revenue per User

Blended ARPU (average net revenue per user) in Area 7 has grown consistently, while ARPU in Area 8 has been stable, reflecting the respective economies in each region that have shown continuous GDP per capita growth mainly due to expansion of the agricultural sector in the central west and mining and exploration in the north of Brazil.

Wireless Penetration

The Company believes that wireless communication services still have plenty of room to grow, considering the advantage of mobility and new added services offered. The estimated wireless penetration rate in TCO’s areas of operation reached 25.4 per 100 residents in Area 7, where 3 wireless carriers operate, and 12.1 per 100 residents in Area 8, where 4 wireless carriers operate.

Human Resources

TCO has been efficient in its operations as measured by the clients per employee indicator that has increased each quarter.

Financial Performance

Operating Revenue
R$ million 2Q03 1Q03 D% 2Q02 D%

Subscription fees 36.0 33.7 6.9% 26.9 34.0%
Usage charges 291.7 263.5 10.7% 217.7 34.0%
National charges 278.1 250.5 11.0% 208.1 33.7%
Addition per call 9.3 5.7 64.2% 5.8 60.4%
DSL 4.3 7.3 -40.9% 3.8 12.2%
Network usage charge 198.4 174.1 14.0% 159.1 24.7%
Other 6.1 5.3 15.5% 3.6 71.1%
Operating revenue from service 532.2 476.5 11.7% 407.2 30.7%
Handset sales 85.4 48.4 76.6% 75.2 13.5%
Gross operating revenue 617.6 524.9 17.7% 482.5 28.0%
Net operating revenue 488.7 413.1 18.3% 386.4 26.5%
Net operating revenues from telecommunication services 421.2 375.7 12.1% 325.7 29.3%
Net operating revenues from sales of merchandise 67.6 37.4 80.7% 60.7 11.4%

Revenue Performance

TCO’s net operating revenue from services grew 12.1% when compared to 1Q03 and 29.3% when compared to 2Q02. This performance is due to client base expansion and to increased revenue from interconnection, since the tariff readjustment in February 2003 had a full impact on 2Q03 - and only a partial impact in 1Q03.

Net operating revenue from sales of merchandise increased 80.7% in relation to 1Q03, a result of a higher sales volume in 2Q03 primarily following promotional Mothers’ Day and Valentine’s Day campaigns and of the higher sales price of handsets due to a strategic repositioning that reduced subsidies.

Operating Cost
R$ million 2Q03 1Q03 D% 2Q02 D%

Personnel (26.1) (22.7) 14.9% (19.3) 35.4%
Cost of services (90.7) (88.4) 2.7% (69.3) 31.0%
Leased lines (9.7) (8.6) 13.5% (9.0) 7.9%
Network usage charges (49.1) (48.1) 2.0% (34.4) 42.8%
Rent/Insurance/Condominium fees (3.4) (2.6) 29.9% (2.9) 15.6%
Others (28.6) (29.1) -1.8%  (23.0) 24.3%
Cost of goods sold (92.9) (60.7) 53.1% (79.8) 16.5%
Sales expenses (59.4) (52.1) 14.0% (43.4) 36.8%
Allowance for doubtful accounts (14.9) (9.5) 57.2% (10.7) 39.7%
Marketing expenses (11.5) (9.8) 17.7% (8.7) 31.9%
Commissions expenses (13.4) (10.5) 28.1% (9.1) 47.4%
Third-party services (12.9) (14.2) -9.2%  (12.7) 1.2%
Others (6.7) (8.2) -18.6% (2.2) 206.0%
General and administrative expenses (28.3) (29.3) -3.3%  (19.5) 45.5%
Other operating revenue (expense) 6.0 1.9 215.5% (2.0) na 
Total operating cost (291.4) (251.3) 16.0% (233.2) 25.0%

Cost Performance

Cost of goods sold increased 53.1% when compared to 1Q03, growing less than revenue from sales of handsets (80.7%), as a result of a higher sales volume in 2Q03 primarily following Mother’s Day and Valentines’ Day campaigns. SAC decreased 16.4% in relation to 1Q03.

The 14.0% increase in sales expenses compared to 1Q03 is a result of higher marketing expenses due to the launch of the Vivo brand (nonrecurring expenses) and of increased payment of sales commissions, linked to the higher sales volume in the quarter.

Bad Debt

Past due accounts represented 2.4% of gross revenues, flat when compared to the second quarter of 2002, due to the efforts to improve the postpaid client base and also to tighter credit control policies for dealers and corporate clients.

EBITDA

Strong EBITDA performance confirms the effective implementation of TCO’s strategic initiatives. Excluding the effect of handset sales, EBITDA in the second quarter of 2003 was R$222.6 million with an EBITDA margin of 52.9%, attractive when considering the increase in regional competition.

Depreciation

Depreciation and amortization amounted to R$48.9 million in the quarter. Depreciation is calculated based on the linear basis method, considering the useful life of assets.

Financial Results
R$ million 2Q03 1Q03 D% 2Q02 D%

Financial revenue 113.7 77.9 46.0% 53.5 112.5
Exchange variation 55.9 22.2 151.8% (5.5) n.d.
Other financial revenue 63.3 59.7 6.0% 61.0 3.8
(-) PIS/COFINS over financial revenue (5.6) (4.0) 40.0% (2.0) 180.0
Financial expense 74.4 50.6 47.0% 99.4 -25.2%
Exchange variation (*) (2.1) - 53.1 n.d.
Other financial expense 19.5 25.6 -23.8% 61.8 -68.4%
Gains (Losses) on derivatives 57.0 25.0 128.0% (15.4) n.d.

Net financial revenue (expense) 39.3 27.3 44.0% (45.9) n.d.

 

(*) Exchange variation on foreign currency debt that includes the Brazilian Development Bank (BNDES) operation that is linked to a basket of currencies. - UMBNDES.

Financial Results

TCO’s net financial results mainly reflect the rise of the real exchange rate against the U.S. dollar. On June 30, 2003, TCO held an amount of US$93.5 million in exchange rate derivatives to hedge its foreign exchange denominated obligations. The effect of the real appreciation on the derivatives also increases taxes on financial revenues.

Loan and Financing  

R$ million June 30, 2003  

Denominated
in foreign currency
Denominated
in R$
 
Financial institutions 324.7 194.4  

Total 324.7 194.4  

R$ million June 30, 2003 March 31, 2003 June 30, 2002

Short term 262.7 317.8 191.3
Long term 256.4 290.2 272.5

Total indebtedness 519.1 608.0 463.8

Cash and derivatives (932.0) (973.7) (653.3)

Net debt (412.9) (365.7) (189.5)

Long-term Debt Payments Timetable  

R$ million Denominated
in foreign currency
Denominated
in R$
 
2004 19.7 24.5  
2005 39.3 49.0  
After 2005 39.3 84.6  

Total 98.3 158.1  

Net Debt

On June 30, 2003, TCO had total debt of R$519.1 million (R$608.0 million on March 31, 2003) of which 62.5% was denominated in foreign currency (59.15% denominated in U.S. dollars and 3.4% indexed to a currency basket - an index used by the BNDES). Derivative instruments hedged 87.1% of the debt denominated in U.S. dollars at the end of the quarter. Derivative instruments covered 82.4% of foreign currency debt. TCO held cash (R$53.2 million), financial investments (R$669.7 million), marketable securities (R$223.5 million), and assets and liabilities from derivative operations (R$14.4 million payable), resulting in a net cash position of R$412.9 million, characterizing a solid financial position.

Capital Expenditures

In the year to date, R$70.0 million was invested mainly in projects to expand the capacity of our services, to provide new services and to develop proprietary transmission routes.

TCO Awards

Corporate News

On April 10, 2003, Brazilian Telecommunications Agency - ANATEL approved the transfer of interest ownership, owned by BID S.A., in the capital stock of Tele Centro Oeste Celular Participações S.A. to Telesp Celular Participações S.A.

On April 25, 2003, Tele Centro Oeste Celular Participações S.A. was informed by its controlling shareholder that the closing of the operation of exchange of controlling interest from the Company to Telesp Celular Participações S.A., according to the terms of the Preliminary Purchase and Sale Agreement of Shares and Purchase and Sale Agreement of Shares. The operation and the purchase by Telesp Celular Participações S.A. of shares representing a controlling interest in the Company have now been completed.

Subsequent Events

On July 6, 2003, the wireless operators implemented the Carriers Selection Code on national (VC2 and VC3) and international long distance calls, according to SMP rules. Vivo’s operators no longer receive VC2 and VC3 revenues instead they receive interconnection revenues for the usage of their networks on such calls.

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

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.

BALANCE SHEETS AS OF JUNE 30 AND MARCH 31, 2003
(In thousands of Brazilian reais - R$)


  Company
Consolidated
ASSETS 06.30.03 03.31.03 06.30.03 03.31.03
 



CURRENT ASSETS
Cash and cash equivalents 45,272 12,306 722,939 194,835
Securities 147,054 235,517 223,522 747,947
Trade accounts receivable, net 82,344 60,018 278,815 212,619
Receivables from subsidiaries and affiliates 23  50,485
Inventories 7,382 6,368 35,462 28,690
Deferred and recoverable taxes 44,682 50,378 115,313 107,786
Prepaid expenses 1,412 1,267 5,184 4,544
Other assets 3,798 30,243 8,789 37,669
 



  331,967 446,582 1,390,024 1,334,090
 



NONCURRENT ASSETS
Deferred and recoverable taxes 8,890 10,819 29,052 43,649
Receivables from affiliates 7,547
Other assets 56,250 58,319 59,810 67,770
 



  65,140 76,685 88,862 111,419
 



PERMANENT ASSETS
Investments 1,193,244 1,138,739 5,368 8,040
Property, plant and equipment, net 226,508 227,023 868,613 879,122
Deferred charges, net 29,249 30,385
 



  1,419,752 1,365,762 903,230 917,547
 
 
 



TOTAL ASSETS 1,816,859 1,889,029 2,382,116 2,363,056
 




  Company
Consolidated
LIABILITIES AND SHAREHOLDERS' EQUITY 06.30.03 03.31.03 06.30.03 03.31.03
 



CURRENT LIABILITIES
Payroll and related accruals 6,256 6,375 11,112 11,413
Trade accounts payable 39,781 28,716 131,290 102,069
Taxes payable 24,769 19,119 100,667 72,780
Loans and financing 101,387 239,566 262,670 317,808
Interest on capital and dividends payable 15,316 95,184 22,408 103,330
Derivatives 8,139 3,047 12,233 3,085
Other liabilities 5,019 4,426 17,408 14,743
 



  200,667 396,433 557,788 625,228
 



LONG-TERM LIABILITIES
Loans and financing 68,619 79,637 256,424 290,201
Loans from affiliates 10,961
Taxes payable 6,418 5,276
Reserve for contingencies 99,383 100,730 101,054 105,079
Derivatives 3,581 813  3,628 813 
Trade accounts payable 672  667  938  672 
 



  183,216 181,847 368,462 402,041
 



Minority interest 22,890 25,038
 



SHAREHOLDERS' EQUITY
Capital 570,095 534,046 570,095 534,046
Capital reserves 114,381 114,381 114,381 114,381
Profit reserves 322,165 322,165 322,165 322,165
Retained earnings 475,497 389,319 475,497 389,319
 



Treasury shares (49,162) (49,162) (49,162) (49,162)
  1,432,976 1,310,749 1,432,976 1,310,749
 
 
 



TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,816,859 1,889,029 2,382,116 2,363,056
 





The accompanying notes are an integral part of this quarterly financial information.



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

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.

STATEMENTS OF OPERATIONS
FOR THE SEMESTERS ENDED JUNE 30, 2003 AND 2002
(In thousands of Brazilian reais - R$, except for per share data)
(Unaudited)


  Company
Consolidated
  S1 2003 S1 2002 S1 2003 S1 2002
 



GROSS REVENUES
Telecommunication services 266,315 224,363 1,008,775 778,866
Sales of products 27,177 29,264 133,734 117,987
 



  293,492 253,627 1,142,509 896,853
 
Deductions (57,531) (48,925) (240,710) (180,481)
 
 



NET OPERATING REVENUE 235,961 204,702 901,799 716,372
 
Cost of services provided and products sold (109,359) (86,771) (420,754) (318,197)
 
 



GROSS PROFIT 126,602 117,931 481,045 398,175
 
Selling expenses (27,993) (21,121) (129,372) (100,874)
General and administrative expenses (52,535) (33,412) (89,486) (62,778)
Other operating expenses (6,949) (6,525) (17,514) (17,148)
Other operating income 28,073 16,794 18,993 10,166
Equity pick-up 167,842 116,998
 



Operating income (expenses) 108,438 72,734 (217,379) (170,634)
 
 



INCOME BEFORE FINANCIAL INCOME (EXPENSES) 235,040 190,665 263,666 227,541
 
 
Financial expenses (86,181) (84,665) (124,992) (136,734)
Financial income 86,997 35,811 191,555 100,072
 



INCOME FROM OPERATIONS 235,856 141,811 330,229 190,879
Nonoperating expenses, net (2,555) (3,331) (9,931) (11,037)
INCOME BEFORE TAXES 233,301 138,480 320,298 179,842
Provision for income and social contribution taxes (21,171) (15,955) (104,246) (54,300)
Statutory interest (1,302) (2,183)
Reversal of interest on capital 40,000 40,841
Minority interest (3,922 (2,977)
 



NET INCOME 212,130 161,223 212,130 161,223
 



 
EARNINGS PER THOUSAND SHARES - R$ 0.57 0.43
 



The accompanying notes are an integral part of this quarterly financial information.


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

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.

STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED JUNE 30, 2003 AND 2002
(In thousands of Brazilian reais - R$, except for per share data)
(Unaudited)


Company
Consolidated
  Q2 2003 
Q2 2002 
Q2 2003 
Q2 2002 
GROSS REVENUES
Telecommunication services 141,323  224,363  532,245  379,930 
Sales of products 16,969 
29,264 
85,380 
75,247 
  158,292  253,627  617,625  455,177 
 
Deductions (30,492)
(48,925)
(128,907)
(96,085)
NET OPERATING REVENUE 127,800  204,702  488,718  359,092 
 
Cost of services provided and products sold (57,910)
(86,771)
(229,659)
(155,699)
GROSS PROFIT 69,890  117,931  259,059  203,393 
 
Selling expenses (15,045) (21,121) (68,918) (51,592)
General and administrative expenses (26,222) (24,410) (44,361) (30,662)
Other operating expenses (3,802) (5,423) (9,221) (9,843)
Other operating income 15,476  6,938  11,849  5,318 
Equity pick-up 90,716 
38,655 


Operating income (expenses) 61,123 
(5,361)
(110,651)
(86,779)
INCOME BEFORE FINANCIAL INCOME (EXPENSES) 131,013  112,570  148,408  116,614 
Financial expenses (50,890) (78,414) (74,389) (99,423)
Financial income 55,739 
35,224 
113,657 
55,552 
 
INCOME FROM OPERATIONS 135,862  69,380  187,676  72,743 
Nonoperating expenses, net (1,287)
(2,853)
(4,913)
(5,166)
 
INCOME BEFORE TAXES 134,575  66,527  182,763  67,577 
Provision for income and social contribution taxes (14,671) (16,139) (60,761) (19,398)
Statutory interest (1,054) (1,370)
Reversal of interest on capital 40,000  40,703 
Minority interest

(2,098)
1,822 
NET INCOME 119,904 
89,334 
119,904 
89,334 
EARNINGS PER THOUSAND SHARES - R$ 0.32 
0.24 


The accompanying notes are an integral part of this quarterly financial information.


 


 

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

Date: August 12, 2003

 
TELE CENTRO OESTE CELLULAR HOLDING COMPANY
By:
/S/  Luis André Carpintero Blanco

 
Luis André Carpintero Blanco
Investor Relations Officer
 

 

 
FORWARD-LOOKING STATEMENTS

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