(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:
ý
Form 40-F:
o
(Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1)):
Yes:
o
No:
ý
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)):
Yes:
o No:
ý
(Indicate by check mark whether the registrant by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes: o No: ý
(A free translation of the original in Portuguese) | |
FEDERAL PUBLIC SERVICE | |
CVM - BRAZILIAN SECURITIES COMMISSION | |
QUARTERLY INFORMATION - ITR September 30, 2006 | Corporate Law |
COMMERCIAL, INDUSTRY & OTHER TYPES OF COMPANY |
REGISTRATION WITH CVM SHOULD NOT BE CONSTRUED AS AN EVALUATION OF THE COMPANY. COMPANY MANAGEMENT IS RESPONSIBLE FOR THE INFORMATION PROVIDED. |
01.01 - IDENTIFICATION
1 - CVM CODE 01770-1 |
2 - COMPANY NAME TELEMIG CELULAR PARTICIPAÇÕES S.A. |
3 - CNPJ (Corporate Taxpayers ID) 02.558.118/0001-65 |
4 - NIRE (Corporate Registry ID) 53.300.005.770 |
01.02 - HEADQUARTERS
1 - ADDRESS SCN - Qd 4 Bloco B Torre Oeste Sala 702A |
2 - DISTRICT Asa Norte |
|||
3 - ZIP CODE 70714-000 |
4 - CITY Brasília |
5 - STATE DF | ||
6 - AREA CODE 61 |
7 - TELEPHONE 3429-5600 |
8 - TELEPHONE - |
9 - TELEPHONE - |
10 - TELEX |
11 - AREA CODE 61 |
12 - FAX 3429-5626 |
13 - FAX - |
14 - FAX - |
|
15 - E-MAIL |
01.03 - INVESTOR RELATIONS OFFICER (Company Mailing Address)
1- NAME Oscar Thompson |
||||
2 - ADDRESS SCN - Quadra 4 Bl B Torre Oeste Sl 702A |
3 - DISTRICT Asa Norte |
|||
4 - ZIP CODE 70714-000 |
5 - CITY Brasília |
6 - STATE DF | ||
7 - AREA CODE 61 |
8 - TELEPHONE 3429-5600 |
9 - TELEPHONE - |
10 - TELEPHONE - |
11 - TELEX |
12 - AREA CODE 61 |
13 - FAX 3429-5626 |
14 - FAX - |
15 - FAX - |
|
16 - E-MAIL oscar.thompson@telepart.com.br |
01.04 - ITR REFERENCE AND AUDITOR INFORMATION
CURRENT YEAR | CURRENT QUARTER | PREVIOUS QUARTER | |||||
1 - BEGINNING | 2 - END | 3 - QUARTER | 4 - BEGINNING | 5 - END | 6 - QUARTER | 7 - BEGINNING | 8 - END |
1/1/2006 | 12/31/2006 | 3 | 7/1/2006 | 9/30/2006 | 2 | 4/1/2006 | 6/30/2006 |
09 - INDEPENDENT ACCOUNTANT Deloitte Touche Tohmatsu Auditores Independentes |
10 - CVM CODE 00385-9 |
||||||
11 - TECHNICIAN IN CHARGE Paulo Roberto Marques Garrucho |
12 - TECHNICIANS CPF (INDIVIDUAL TAXPAYERS REGISTE 373.525.127-72 |
Page 1
01.05 - CAPITAL STOCK
Number of Shares (in thousands) |
1 - CURRENT QUARTER 9/30/2006 |
2 - PREVIOUS QUARTER 6/30/2006 |
3 - SAME QUARTER, PREVIOUS YEAR 9/30/2005 |
Paid-up Capital | |||
1 - Common | 133,037,520 | 133,037,520 | 131,631,638 |
2 - Preferred | 224,669,035 | 224,669,035 | 222,294,831 |
3 - Total | 357,706,555 | 357,706,555 | 353,926,469 |
Treasury Stock | |||
4 - Common | 0 | 0 | 0 |
5 - Preferred | 0 | 0 | 0 |
6 - Total | 0 | 0 | 0 |
01.06 - COMPANY PROFILE
1 - TYPE OF COMPANY Commercial, Industry and Other Types of Company |
2 - STATUS Operational |
3 - NATURE OF OWNERSHIP National Holding |
4 - ACTIVITY CODE 1130 - Telecommunications |
5 - MAIN ACTIVITY Cellular Mobile Telephony |
6 - CONSOLIDATION TYPE Total |
7 - TYPE OF REPORT OF INDEPENDENT AUDITORS |
01.07 - COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
1 - ITEM | 2 - CNPJ (Corporate Taxpayers ID) | 3 - COMPANY NAME |
01.08 - CASH DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
1 - ITEM | 2 - EVENT | 3 - APPROVAL | 4 - TYPE | 5 - DATE OF PAYMENT | 6 - TYPE OF SHARE | 7 - AMOUNT PER SHARE |
Page 2
01.09 - SUBSCRIBED CAPITAL AND CHANGES IN THE CURRENT YEAR
1 - ITEM | 2 - DATE OF CHANGE | 3 - CAPITAL STOCK (in thousands of Reais) |
4 - AMOUNT OF CHANGE (in thousands of Reais) |
5 - NATURE OF CHANGE | 7 - NUMBER OF SHARES ISSUED (Thousands) |
8 -SHARE PRICE WHEN ISSUED (in Reais) |
01 | 4/27/2006 | 456,350 | 13,843 | Capital Reserve | 1,405,882 | 0.0098460000 |
02 | 4/27/2006 | 456,350 | 12,267 | Capital Reserve | 2,374,204 | 0.0051670000 |
03 | 4/27/2006 | 456,350 | 16,340 | Profit Reserve | 0 | 0.0000000000 |
01.10 - INVESTOR RELATIONS OFFICER
1 - DATE | 2 - SIGNATURE |
Page 3
02.01 - BALANCE SHEET - ASSETS (in thousands of Reais)
1 - CODE | 2 - DESCRIPTION | 3 - 9/30/2006 | 4 - 6/30/2006 |
1 | Total Assets | 1,136,698 | 1,109,433 |
1.01 | Current Assets | 238,821 | 233,437 |
1.01.01 | Cash and Cash Equivalents | 216,527 | 211,483 |
1.01.02 | Accounts Receivable | 0 | 0 |
1.01.03 | Inventories | 0 | 0 |
1.01.04 | Others | 22,294 | 21,954 |
1.01.04.01 | Deferred Income Tax and Social Contribution | 21,650 | 21,650 |
1.01.04.02 | Dividends | 0 | 0 |
1.01.04.03 | Prepayments | 537 | 189 |
1.01.04.04 | Other | 107 | 115 |
1.02 | Long-Term Receivables | 127,270 | 133,462 |
1.02.01 | Sundry Credits | 121,704 | 131,989 |
1.02.01.01 | Deferred Income Tax and Social Contribution | 57,881 | 62,519 |
1.02.01.02 | Income Tax and Social Contribution Recoverable | 46,176 | 52,195 |
1.02.01.03 | PIS and COFINS Recoverable - Law 9,718/98 | 17,647 | 17,275 |
1.02.02 | Credits with Related Parties | 5,496 | 1,407 |
1.02.02.01 | Affiliates | 0 | 0 |
1.02.02.02 | Subsidiaries | 1,153 | 279 |
1.02.02.03 | Other Related Parties | 4,343 | 1,128 |
1.02.03 | Others | 70 | 66 |
1.03 | Permanent Assets | 770,607 | 742,534 |
1.03.01 | Investments | 770,244 | 741,783 |
1.03.01.01 | In Affiliates | 0 | 0 |
1.03.01.02 | In Subsidiaries | 770,184 | 741,723 |
1.03.01.03 | Other Investments | 60 | 60 |
1.03.02 | Property, Plant and Equipment | 363 | 751 |
1.03.03 | Deferred Charges | 0 | 0 |
Page 4
02.02 - BALANCE SHEET - LIABILITIES (in thousands of Reais)
1 - CODE | 2 - DESCRIPTION | 3 - 9/30/2006 | 4 - 6/30/2006 |
2 | Total Liabilities | 1,136,698 | 1,109,433 |
2.01 | Current Liabilities | 11,866 | 20,886 |
2.01.01 | Loans and Financing | 0 | 45 |
2.01.02 | Debentures | 0 | 0 |
2.01.03 | Suppliers | 382 | 403 |
2.01.04 | Taxes, Charges and Contributions | 0 | 8,151 |
2.01.05 | Dividends Payable | 9,412 | 10,655 |
2.01.06 | Provisions | 1,813 | 1,387 |
2.01.07 | Debts with Related Parties | 0 | 0 |
2.01.08 | Other | 259 | 245 |
2.02 | Long-Term Liabilities | 70 | 254 |
2.02.01 | Loans and Financing | 0 | 0 |
2.02.02 | Debentures | 0 | 0 |
2.02.03 | Provisions | 70 | 70 |
2.02.04 | Debts with Related Parties | 0 | 184 |
2.02.05 | Other | 0 | 0 |
2.03 | Deferred Income | 0 | 0 |
2.05 | Shareholders Equity | 1,124,762 | 1,088,293 |
2.05.01 | Paid-in Capital | 456,350 | 456,350 |
2.05.02 | Capital Reserves | 99,102 | 99,102 |
2.05.03 | Revaluation Reserves | 0 | 0 |
2.05.03.01 | Own Assets | 0 | 0 |
2.05.03.02 | Subsidiaries/Affiliates | 0 | 0 |
2.05.04 | Profit Reserves | 110,300 | 110,300 |
2.05.04.01 | Legal | 43,039 | 43,039 |
2.05.04.02 | Statutory | 40,851 | 40,851 |
2.05.04.03 | For Contingencies | 0 | 0 |
2.05.04.04 | Realizable Profits | 26,410 | 26,410 |
2.05.04.05 | Profit Retention | 0 | 0 |
2.05.04.06 | Special for Non-Distributed Dividends | 0 | 0 |
2.05.04.07 | Other Profit Reserves | 0 | 0 |
2.05.05 | Retained Earnings/Accumulated Losses | 459,010 | 422,541 |
Page 5
03.01 - STATEMENT OF INCOME (in thousands of Reais)
1 - CODE | 2 - DESCRIPTION | 3 - 04/01/2006 to 06/30/2006 | 4 - 01/01/2006 to 06/30/2006 | 5 - 04/01/2005 to 06/30/2005 | 6 - 01/01/2005 to 06/30/2005 |
3.01 | Gross Revenue from Sales and/or Services | 0 | 0 | 0 | 0 |
3.02 | Gross Revenue Deductions | 0 | 0 | 0 | 0 |
3.03 | Net Revenue from Sales and/or Services | 0 | 0 | 0 | 0 |
3.04 | Cost of Goods and/or Services Sold | 0 | 0 | 0 | 0 |
3.05 | Gross Profit | 0 | 0 | 0 | 0 |
3.06 | Operating Expenses/Revenue | 33,449 | 97,060 | 57,604 | 146,698 |
3.06.01 | Selling | 0 | 0 | 0 | 0 |
3.06.02 | General and Administrative | (3,735) | (17,570) | (6,427) | (18,461) |
3.06.03 | Financial | 8,723 | 23,645 | 10,914 | 23,418 |
3.06.03.01 | Financial Income | 8,741 | 29,617 | 10,965 | 29,330 |
3.06.03.02 | Financial Expenses | (18) | (5,972) | (51) | (5,912) |
3.06.04 | Other Operating Revenues | 0 | 0 | 0 | 0 |
3.06.05 | Other Operating Expenses | 0 | 0 | 0 | 0 |
3.06.06 | Equity in Subsidiary and Affiliated Companies | 28,461 | 90,985 | 53,117 | 141,741 |
3.07 | Operating Income | 33,449 | 97,060 | 57,604 | 146,698 |
3.08 | Non-Operating Income | (279) | (206) | 1 | (1,921) |
3.08.01 | Revenues | 0 | 72 | 1 | 1 |
3.08.02 | Expenses | (279) | (278) | 0 | (1,922) |
3.09 | Income Before Taxes/Profit Sharing | 33,170 | 96,854 | 57,605 | 144,777 |
3.10 | Provision for Income Tax and Social Contribution | 1,367 | (8,306) | 1,360 | (7,543) |
3.11 | Deferred Income Tax | 777 | (3,151) | 692 | (3,031) |
3.12 | Profit Sharing/Statutory Contributions | 0 | 0 | 0 | 0 |
3.12.01 | Employee Profit Sharing | 0 | 0 | 0 | 0 |
3.12.02 | Contributions | 0 | 0 | 0 | 0 |
3.13 | Reversal of Interest on Capital | 0 | 0 | 0 | 0 |
Page 6
03.01 - STATEMENT OF INCOME (in thousands of Reais)
1 - CODE | 2 - DESCRIPTION | 3 - 04/01/2006 to 06/30/2006 | 4 - 01/01/2006 to 06/30/2006 | 5 - 04/01/2005 to 06/30/2005 | 6 - 01/01/2005 to 06/30/2005 |
3.15 | Net Income/Loss for the Period | 35,314 | 85,397 | 59,657 | 134,203 |
No. SHARES, EX-TREASURY (in thousands) | 357,706,555 | 357,706,555 | 353,926,469 | 353,926,469 | |
EARNINGS PER SHARE | 0.00010 | 0.00024 | 0.00017 | 0.00038 | |
LOSS PER SHARE |
Page 7
01770-1 | TELEMIG CELULAR PARTICIPAÇÕES S.A. | 02.558.118/0001-65 |
04.01 NOTES TO THE FINANCIAL STATEMENTS | ||
1 Operations
(a) Telemig Celular Participações S.A. is a publicly-held corporation, acting as the holding company of Telemig Celular S.A. Its stake in this operator on September 30 and June 30, 2006 was 89.18% of the voting capital and 83.25% of the total capital.
The subsidiary holds two authorizations to provide cellular mobile services and all the activities necessary or useful to carry out these services, in conformity with the aforementioned authorizations in the State of Minas Gerais.
The services offered and the tariffs charged by the subsidiary are regulated by the National Telecommunications Agency (ANATEL), the regulatory authority for the Brazilian telecommunications industry, according to the General Law of Telecommunications and respective regulations.
On February 19, 2004, the subsidiary and ANATEL signed an Authorization Instrument for migration to the Personal Mobile Service (SMP), which took effect as from the publication of Act 42,672 in the Federal Official Gazette on March 1, 2004.
The SMP authorizations granted to the subsidiary are effective for an undefined term. The radio frequency authorizations have the following maturities:
Region / Sector | Radio frequencies | Maturity | ||
Region 1 | ||||
Sector 2 - Minas Gerais (except Triângulo Mineiro region) | 800 MHz, 900 MHz and 1800 MHz | April 2008 | ||
Sector 3 - Triângulo Mineiro | 900 MHz and 1800 MHz | April 2020 |
The radio frequency authorizations may be renewed for an additional 15-year term, with extensions subject to obligations. On October 20, 2005, the subsidiary filed in ANATEL a request to obtain the extension of the right to use the radio frequencies associated to the authorization instrument of the personal mobile service. The request is under analysis by ANATEL.
(b) In April 2005, the bidding process to obtain the Authorization for the SMP exploitation in the radio frequency sub-band E, in the municipalities comprising Sector 3 of Region I (Triângulo Mineiro) of the Authorization General Plan (PGO), was concluded.
The subsidiary signed the Authorization Instrument on April 28, 2005 and started operations in the Triângulo Mineiro region on May 30, 2005. Since then, the coverage area of the subsidiary comprises all the State of Minas Gerais.
(c) On July 13, 2006, ANATEL issued Resolution #438, which approved the Regulation on Remuneration for Network Usage of Personal Mobile Service - SMP Providers, and revoked Resolution #319 of September 27, 2002.
Page 8
Among other amendments, Resolution #438 establishes new rules for concession, onlending, and disclosure of discounts granted over the Value of Usage of SMP Network (VU-M) and establishes the end of Bill & Keep.
2 Significant Accounting Practices (parent company and consolidated)
(a) Presentation of the quarterly information and consolidation criteria
The quarterly information was prepared and is being presented in accordance with the accounting practices adopted in Brazil, which are based on the provisions of the Corporate Law, the rules set forth by the Brazilian Securities and Exchange Commission (CVM) and rules applicable to the telecommunications operators.
The consolidated quarterly information includes the quarterly information of the parent company Telemig Celular Participações S.A., of the direct subsidiary Telemig Celular S.A. and of the special purpose entities mentioned in Note 19, proportionally to the stake held in these entities. The consolidation process of equity and result accounts corresponds to the sum of balances of assets, liabilities, revenues and expenses of the companies, according to the nature of each balance supplemented by the eliminations of (i) capital interest, reserves and accumulated results maintained among companies; (ii) balances of current accounts and other balances contained in assets and/or liabilities, maintained among the companies and; (iii) identification of minority shareholders interest.
In the preparation of quarterly information it is necessary to use estimates to account for certain assets, liabilities and other transactions. The Company and its subsidiarys quarterly information includes, therefore, estimates referring to the selection of useful lives of property, plant and equipment, accounts receivable of services rendered and not invoiced until balance sheet date, necessary provisions for contingent liabilities, determination of provisions for income tax, provisions for doubtful accounts and other similar items. The actual results may differ from the estimates.
The quarterly information is presented in thousands of reais, except as otherwise indicated.
(b) Cash and cash equivalents
Mainly comprise highly liquid temporary investments. The investment funds are stated based on the quota value of each fund on the balance sheet date. The other investments are stated at cost, plus income earned up to the balance sheet date.
Page 9
(c) Accounts receivable
Mainly represented by services and products billed to customers, by services rendered up to the balance sheet date but not yet billed, and by amounts arising from the use of the subsidiarys operations network by subscribers from other telecommunications carriers.
(d) Allowance for doubtful accounts
Management, based on its most recent experience, periodically evaluates the estimated loss percentages in order to record an allowance for doubtful accounts when the recovery of a receivable is considered unlikely.
(e) Inventories
Mainly comprise mobile telephone handsets stated at average acquisition cost, net of a provision to adjust to market value for handsets and accessories out of line or whose acquisition costs are higher than the realization value.
(f) Investment in subsidiary
It is evaluated by the equity method of accounting, calculated on the income for the year and other equity variations of the subsidiary.
(g) Property, plant and equipment
Are stated at acquisition and/or construction cost, less accumulated depreciation. Depreciation is calculated on the straight-line method when assets enter into operation, at the rates mentioned in Note 11.
The subsidiary reviews the recovery value of property, plant and equipment by means of its future operations, when there are facts that may affect them. The purpose of this procedure is to verify if the recovery value is lower than the net book value. When this occurs, the subsidiary reduces the net book value to the recovery value. No provision was deemed necessary on September 30 and June 30, 2006.
Interest and financial charges on loans and financing obtained for investment in construction in progress (Assets and Facilities in Progress) are capitalized until such assets start to operate. Costs incurred with maintenance and repair are capitalized when they represent an increase in installed capacity or of the useful life of the asset. In the first nine months of 2006 and 2005, no interest and financial charges were capitalized.
(h) Deferred charges
Are recorded at acquisition or formation cost, net of accumulated amortization, which is calculated on the straight-line method at rates which take into account the expectation of recovery of the expenditures.
Page 10
The balance on September 30 and on June 30, 2006 mainly refers to expenditures incurred to explore mobile cellular services in the Triângulo Mineiro region (Note 1, b) and is being amortized over 5 years as from the start of operations.
(i) Other assets
Other current assets and long-term receivables are stated at cost or realizable values, including, when applicable, earnings, foreign exchange rate variations and monetary variations accrued.
(j) Foreign currency transactions
These are recorded at the rate prevailing on the date of transactions and restated based on the foreign exchange rate effective at the balance sheet date. Foreign exchange gains/losses are immediately recognized in the results.
(k) Income tax and social contribution
Income tax and social contribution on net income are calculated pursuant to prevailing laws. Deferred tax credits and liabilities are calculated based on the expected value of the tax benefit realization of the goodwill acquired from the subsidiary, through a reorganization process, and on temporary differences arising mainly from the provision for contingencies, provision for accounts payable, allowance for doubtful accounts receivable and provision for profit sharing, as shown in Note 4.
As required by CVM Instruction 371/2002, the Company and its subsidiary prepare technical feasibility studies regarding the future realization of the deferred tax assets, considering the possible capacity of taxable income generation. These studies are performed yearly and, when necessary, the Company and the subsidiary record a loss provision for the installment of deferred social contribution and income tax realizable after the ten-year term allowed by the aforementioned Instruction. These studies are approved by the management bodies of the companies.
(l) Provision for contingencies
Provisions for contingencies are recorded, based on the opinion of the legal advisors and of management, to cover probable losses resulting from tax, civil and labor claims.
(m) Other liabilities
Other current and long-term liabilities are stated at known or estimated amounts, plus, when applicable, corresponding charges, foreign exchange rate variations and monetary variations incurred.
(n) Determination of income and revenue recognition
Income is determined on the accrual basis. Revenues from telecommunications services are recorded at the tariff prevailing on the date the services are rendered.
Page 11
Revenues from mobile telephony services comprise fees of subscription, usage, network usage, maintenance and other services rendered to subscribers. All services are billed monthly. Services rendered between the invoicing date and the end of each month are calculated and recorded as revenue in the month services are rendered. Revenues from credit recharge of prepaid cell phones are deferred and recorded in income as services are effectively rendered. Revenues from sales of handsets and accessories are recorded when products are delivered and accepted by consumer or distributor.
(o) Pension plan
The subsidiary participates in pension plans offering its employees pensions and other post-employment benefits. Actuarial liabilities were calculated and recorded based on the projected unit credit method, pursuant to CVM Resolution 371/2000.
(p) Employees profit sharing
The Company and the subsidiary record profit sharing based on the achievement of goals established for the year, subject to approval at the Shareholders Meeting.
(l) Interest on own capital
Interest on own capital was calculated based on Law 9,249/95. In accordance with tax requirements, interest on own capital payable and receivable are recorded as financial expenses and revenues, respectively. However, for the purpose of these financial statements, interest on own capital is reclassified as a distribution of net income, in accordance with CVM Resolution 207/96.
Page 12
3 Related-party Transactions
Parent Company | Consolidated | |||||||
09.30.06 | 06.30.06 | 30.09.06 | 06.30.06 | |||||
Assets | ||||||||
Current Assets - Accounts receivable: | ||||||||
Amazônia Celular S.A. | - | - | 135 | 679 | ||||
Brasil Telecom S.A. | - | - | 2,753 | 2,289 | ||||
- | - | 2,888 | 2,968 | |||||
Long-term Receivables: | ||||||||
Tele Norte Celular Participações S.A. | 300 | 1,110 | 300 | 986 | ||||
Telemig Celular S.A. | 4,043 | 279 | - | - | ||||
Amazônia Celular S.A. | 1,153 | 18 | 6,919 | 1,320 | ||||
5,496 | 1,407 | 7,219 | 2,306 | |||||
Liabilities | ||||||||
Current Liabilities - Suppliers | ||||||||
Amazônia Celular S.A. | - | - | 188 | 53 | ||||
Brasil Telecom S.A. | - | - | 8,120 | 8,006 | ||||
- | - | 8,308 | 8,059 | |||||
Long-term Liabilities | ||||||||
Tele Norte Celular Participações S.A. | - | - | 47 | - | ||||
Amazônia Celular S.A. | - | 184 | - | - | ||||
- | 184 | 47 | - | |||||
Parent Company | Consolidated | |||||||
09.30.06 | 09.30.05 | 09.30.06 | 09.30.05 | |||||
Accumulated Results | ||||||||
Service revenue: | ||||||||
Amazônia Celular S.A. | - | - | 364 | 827 | ||||
Brasil Telecom S.A. | - | - | 28,121 | 29,149 | ||||
- | - | 28,485 | 29,976 | |||||
Revenue (expenses) from sharing of | ||||||||
resources: | ||||||||
Tele Norte Celular Participações S.A. | - | - | 321 | 573 | ||||
Telemig Celular S.A. | 7,175 | 8,503 | - | - | ||||
Amazônia Celular S.A. | 1,974 | 2,774 | 9,241 | 10,215 | ||||
9,149 | 11,277 | 9,562 | 10,788 | |||||
The Company carries out transactions with its subsidiary and other related parties concerning certain services, described below. Related-party transactions are carried out under conditions agreed among parties.
Page 13
(a) Roaming Agreements
The subsidiary is a member of the Brazilian roaming committee of mobile operators, which includes the subsidiary of the affiliated company Tele Norte Celular Participações S.A. (Amazônia Celular S.A.). The purpose of this committee is to oversee technical and system aspects to ensure the high quality of the roaming service. As required by Brazilian regulations, the subsidiary Amazônia Celular S.A. and other mobile operators facilitate roaming to their respective subscribers.
Accounts receivable and payable, as well as service revenues with Amazônia Celular S.A., refer to the pass-through of the additional call and transfer of the operators subscribers in roaming mode.
(b) Sharing of resources
On March 20, 2003, Telemig Celular Participações S.A., its subsidiary (Telemig Celular S.A.) and the affiliated companies, Tele Norte Celular Participações S.A. and Amazônia Celular S.A., entered into a new agreement for sharing human and administrative resources, and established a jointly-owned unit. This agreement was approved at the General Shareholders Meetings of the respective companies, both held on March 19, 2003.
The balances recorded in long-term receivables and in long-term liabilities are exclusively related to the resource sharing and jointly-owned unit creation agreement mentioned above.
(c) Brasil Telecom S.A.
As from August 1, 2004, the subsidiary started to offer the Carrier Selection Code (CSP) option to its customers. Consequently, the customers of the subsidiary started to use CSP in domestic (VC2 and VC3) and international long-distance calls from their mobiles, in conformity with the Personal Mobile Service (SMP) rules.
Accounts payable to Brasil Telecom S.A. refer to the pass-through of domestic and international long-distance calls made by the subsidiarys subscribers using the CSP of Brasil Telecom S.A. Accounts receivable and service revenues mainly refer to the interconnection revenues for the use of the subsidiarys network in such long-distance calls.
Page 14
4 Income Tax and Social Contribution
(a) Deferred income tax and social contribution
Deferred income tax and social contribution assets have the following nature:
Parent Company | Consolidated | |||||||
09.30.06 | 06.30.06 | 09.30.06 | 06.30.06 | |||||
Deferred income tax | ||||||||
Tax loss | 7,531 | 7,128 | 7,531 | 7,128 | ||||
Provision for contingencies | - | - | 138,060 | 132,389 | ||||
Goodwill (CVM Instruction 349) | 50,411 | 54,391 | 50,411 | 54,391 | ||||
Provision for accounts payable | 60 | 53 | 6,296 | 7,434 | ||||
Allowance for doubtful accounts | - | - | 7,385 | 9,239 | ||||
Provision for profit sharing | - | - | 3,113 | 2,093 | ||||
Other expenses | 427 | 326 | 11,319 | 10,296 | ||||
58,429 | 61,898 | 224,115 | 222,970 | |||||
Deferred social contribution | ||||||||
Negative basis | 2,752 | 2,568 | 2,752 | 2,568 | ||||
Provision for contingencies | - | - | 1,455 | 1,478 | ||||
Goodwill (CVM Instruction 349) | 18,148 | 19,581 | 18,148 | 19,581 | ||||
Provision for accounts payable | 22 | 19 | 2,282 | 2,802 | ||||
Allowance for doubtful accounts | - | - | 2,659 | 3,326 | ||||
Provision for profit sharing | - | - | 1,121 | 789 | ||||
Provision for loss on investment | - | 6 | 763 | 761 | ||||
Other expenses | 180 | 97 | 3,924 | 3,518 | ||||
21,102 | 22,271 | 33,104 | 34,823 | |||||
79,531 | 84,169 | 257,219 | 257,793 | |||||
Less: Long-term portion | (57,881) | (62,519) | (198,667) | (197,738) | ||||
Current portion | 21,650 | 21,650 | 58,552 | 60,055 | ||||
Pursuant to CVM Instruction 371/2002, at the end of 2005, the Company and its subsidiarys management prepared technical feasibility studies on the future realization of the deferred tax assets, considering the probable capacity of taxable income generation by the Company and the subsidiary, in the scope of the main variables of its businesses that may, therefore, undergo changes. These studies were approved by the Board of Directors of the Company and its subsidiary on March 16 and March 15, 2006, respectively, and examined by the Fiscal Council on the same dates.
This study will be reviewed by the end of 2006, and the results of such revision will be reflected in the corresponding financial statements. The management did not identify changes that could significantly impact the conclusion of this study at the end of 3Q06.
Credits relating to the temporarily non-deductible provisions, mainly tax contingencies and doubtful accounts, will be realized as the corresponding issues are concluded.
Page 15
According to the projections made by Companys management, long-term deferred income tax and social contribution will be realized in the following years:
Parent Company | ||
2007 | 8,790 | |
2008 | 11,077 | |
2009 | 38,014 | |
Total | 57,881 | |
According to the projections prepared by the subsidiarys management, the future taxable income will be sufficient for the realization of the long-term deferred tax assets in the amount of R$140,786 in a period not longer than 10 years.
As the taxable base of the income tax and social contribution arises not only from the profit that may be generated but also from the existence of non-taxable revenues, non-deductible expenses, tax incentives and other variables, there is no immediate correlation between the Companys net income and the tax income and social contribution results. Therefore, the expectation of use of the tax credits must not be taken as the only indication of the Company and its subsidiarys future results.
(b) Reconciliation of income tax and social contribution in the income statement
The amounts of income tax and social contribution shown in the quarterly results are reconciled to their amounts at the nominal rate as below:
Parent Company | Consolidated | |||||||
09.30.06 | 09.30.05 | 09.30.06 | 09.30.05 | |||||
Income before income tax, social contribution | ||||||||
and profit sharing | 96,854 | 144,777 | 155,677 | 240,391 | ||||
(-) Employees profit sharing | - | - | (12,111) | (13,442) | ||||
Income before income tax and social contribution | 96,854 | 144,777 | 143,566 | 226,949 | ||||
(-)Equity accounting | (90,985) | (141,741) | - | - | ||||
(-)Amortization provision for shareholders equity | ||||||||
integrity | (31,520) | (31,520) | (31,520) | (31,520) | ||||
(-) Deductible portion of interest on own capital | ||||||||
paid | - | - | (54,054) | (55,799) | ||||
(+) Interest on own capital received | 58,348 | 58,075 | 58,348 | 58,075 | ||||
Permanent additions (exclusions), net | 1,004 | 1,150 | 4,926 | 3,504 | ||||
Calculation basis | 33,701 | 30,741 | 121,266 | 201,209 | ||||
Income tax and social contribution (34%) | (11,459) | (10,452) | (41,230) | (68,411) | ||||
Tax incentives | 2 | - | 475 | 1,082 | ||||
Reversal (Supplement) of current income tax and | ||||||||
social contribution of previous year | - | (122) | - | 2,422 | ||||
Expense of income tax and social contribution | (11,457) | (10,574) | (40,755) | (64,907) | ||||
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5 Cash and Cash Equivalents
Parent Company | Consolidated | |||||||
09.30.06 | 06.30.06 | 09.30.06 | 06.30.06 | |||||
Cash and banks | 60 | 101 | 3,238 | 1,895 | ||||
Financial investments | ||||||||
Fixed-income securities - substantially | ||||||||
Federal Government Securities | - | - | 499,821 | 473,752 | ||||
Investment funds | 216,467 | 211,382 | - | - | ||||
Other highly liquid investments | - | - | 21,668 | 41,612 | ||||
216,527 | 211,483 | 524,727 | 517,259 | |||||
On September 30 and June 30, 2006, the investment funds were mainly represented by investments in an Investment Fund in Quotas of Investment Funds - FIC (exclusive), which also invests in quotas of other exclusive Investment Funds, as mentioned in Note 19.
On September 30 and on June 30, 2006, the portfolios of the Investment Funds were substantially comprised of highly liquid federal government securities, recorded at their realization amounts.
The Investment Funds carry out operations with financial instruments with the purpose of reducing the exposure to interest risk, which are also recorded at realization amounts.
On September 30 and on June 30, 2006, there were no guarantees, sureties, mortgages or other guarantees granted in favor of the exclusive funds.
6 Accounts Receivable, net
Consolidated | ||||
09.30.06 | 06.30.06 | |||
Telecommunications services | 221,221 | 227,404 | ||
Handsets and accessories sales | 23,435 | 21,426 | ||
244,656 | 248,830 | |||
Allowance for doubtful accounts | (28,681) | (36,120) | ||
215,975 | 212,710 | |||
The net-roll forward of the allowance for doubtful accounts may be summarized as below:
Consolidated | ||||
09.30.06 | 06.30.06 | |||
Initial balance | 36,120 | 29,746 | ||
Provision complement in the quarter | 7,044 | 13,243 | ||
Write-off of accounts due over 180 days and recoveries in the quarter |
(14,483) | (6,869) | ||
Final balance | 28,681 | 36,120 | ||
Page 17
On September 30 and June 30, 2006, accounts receivable from telecommunication services also included amounts receivable from customers relating to the pass-through of domestic and international long-distance calls made by the subsidiarys subscribers using the Carrier Selection Code (CSP) of the long-distance carriers, according to the Personal Mobile Service (SMP) rules.
On September 30, 2006, the subsidiary had overdue accounts receivable from telephony operators in the amount of approximately R$45,723 (June 30, 2006 - R$41,792), resulting from the use of its network. The overdue amounts are in process of collection and negotiation with the operators, which also involve amounts payable offset by the subsidiary in the amount of R$41,678 (June 30, 2006 - R$35,422), due to the lack of collection in portion of the referred overdue amounts. The subsidiarys management considers that the recovery of these overdue amounts is probable.
7 Inventories
Consolidated | ||||
09.30.06 | 06.30.06 | |||
Handsets and accessories | 43,537 | 57,642 | ||
Provision for adjustment to market value | (5,811) | (6,698) | ||
37,726 | 50,944 | |||
8 PIS and COFINS Recoverable - Law 9,718/98 (short and long-term)
In 2005, the Company and its subsidiary were successful in the Federal Supreme Court lawsuits questioning the constitutionality of the increase in the calculation basis of PIS and COFINS introduced by paragraph 1, Article 3 of Law 9,718 of November 27, 1998.
Accordingly, considering that the decisions are final and unappealable, the Company and its subsidiary recognized, in the last quarter of 2005, the credit of these taxes, in the amounts of R$16,622 and R$21,303, respectively. The restated value of these credits on September 30, 2006 was R$17,647 in the Company (June 30, 2006 - R$17,275) and R$22,569 in the subsidiary (June 30, 2006 - R$22,112), totaling R$40,216 (June 30, 2006 - R$39,387) in the consolidated. The credits are recorded in the item PIS and COFINS Recoverable - Law 9,718/98 in Companys long-term assets and subsidiarys current assets.
9 ICMS recoverable - property, plant and equipment (long-term)
In the consolidated, this refers to recoverable ICMS installments, to be offset as from October, 2007 at 1/48, relating to the credits arising from the acquisition of equipment by the subsidiary for property, plant and equipment, in conformity with Complementary Law 102 of July 11, 2000. The balance on September 30, 2006 amounted to R$24,491 (June 30, 2006 - R$20,899).
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10 Investment in subsidiary (parent company)
(a) Details of the interest in the subsidiary Telemig Celular S.A. may be summarized as follows:
09.30.06 | 06.30.06 | |||
Capital stock | 438,099 | 438,099 | ||
Shareholders equity | 925,135 | 890,950 | ||
Capital stock interest | 83.25% | 83.25% | ||
Voting capital interest | 89.18% | 89.18% | ||
Number of shares held (in thousands) | ||||
Preferred class G | 1,180 | 1,180 | ||
Common shares |
795 | 795 | ||
09.30.06 | 09.30.05 | |||
Net income for the period (year to date) | 108,397 | 169,581 | ||
Equity accounting | ||||
From parent company results | 90,241 | 141,175 | ||
From items not accounted in subsidiary results | 744 | 566 | ||
90,985 | 141,741 | |||
(b) Investment breakdown in the quarter
09.30. 06 | ||
Balance at the beginning of the quarter | 741,723 | |
Equity accounting in the quarter | 28,461 | |
Balance at the end of the quarter | 770,184 | |
(c) Other information:
The quarterly information of the subsidiary Telemig Celular S.A. has been reviewed by the same independent auditors of the parent company.
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11 Property, Plant and Equipment
Consolidated | ||||||||||
09.30.06 | 06.30.06 | |||||||||
Annual | ||||||||||
depreciation | Accumulated | Net | Net | |||||||
rate - % | Cost | depreciation | amount | amount | ||||||
Equipment and transmission means | 20.0 to 33.3 | 847,069 | 718,504 | 128,565 | 139,558 | |||||
Switching and control centers | 20.0 to 33.3 | 373,642 | 233,284 | 140,358 | 154,315 | |||||
Power supply equipment | 20.0 | 63,663 | 56,082 | 7,581 | 8,566 | |||||
Buildings | 5.0 | 33,019 | 22,828 | 10,191 | 10,627 | |||||
Towers and other support and protection devices | 10.0 | 102,710 | 59,128 | 43,582 | 45,625 | |||||
Software | 20.0 | 194,438 | 113,994 | 80,444 | 76,604 | |||||
Information technology equipment | 20.0 | 60,432 | 40,928 | 19,504 | 19,378 | |||||
Terminal equipment | 20.0 | 6,171 | 6,023 | 148 | 216 | |||||
Other assets | 10.0 to 20.0 | 124,537 | 82,714 | 41,823 | 41,179 | |||||
Total assets and facilities in service | 1,805,681 | 1,333,485 | 472,196 | 496,068 | ||||||
Assets and facilities in progress | 198,811 | - | 198,811 | 135,698 | ||||||
2,004,492 | 1,333,485 | 671,007 | 631,766 | |||||||
Due to the technology migration from TDMA standard to GSM standard in 2004, the expected useful life of the equipment, transmission means and switching and control centers of the subsidiarys TDMA network was reduced from 4 years to 3 years. Consequently, in 2004, the depreciation rates of these assets were changed from 25.0% p.a. to 33.3% p.a. In order to support such change, the subsidiary executed an agreement with the Ministry of Science and Technology through the National Institute of Technology and obtained an appraisal report on the useful life of these assets.
From the consolidated depreciation accumulated up to September 2006, R$90,617 (September 30, 2005 - R$121,147) was allocated to cost of goods and/or services, R$7,509 (September 30, 2005 - R$8,242) to selling expenses and R$27,516 (September 30, 2005 - R$27,231) to general and administrative expenses.
The net roll-forward of property, plant and equipment in the quarter may be summarized as below:
Consolidated | ||
Balance on June 30, 2006 | 631,766 | |
- Additions | 81,295 | |
- Residual value written-off | (780) | |
- Depreciation | (41,274) | |
Balance on September 30, 2006 | 671,007 | |
On September 30, 2006, the subsidiary had equipment, properties and other assets pledged or indicated as attachments in court proceedings, in the residual value of R$3,450 (June 30, 2006 - R$751).
Page 20
12 Suppliers (consolidated)
Consolidated | ||||
09.30.06 | 06.30.06 | |||
Material and service suppliers | 145,821 | 162,598 | ||
Interconnection and amounts to transfer - SMP | 91,198 | 86,032 | ||
237,019 | 248,630 | |||
(a) Material and service suppliers
On September 30 and on June 30, 2006, the balance includes mainly the liabilities with suppliers for the supply of handsets, equipment, services and execution of civil construction related to the expansion of the GSM/EDGE network.
(b) Interconnection and amounts to transfer - SMP
Includes accounts payable to other mobile, fixed and long-distance telephony carriers related to network usage charge, additional call pass-through, roaming and long-distance calls.
On September 30, 2006, the subsidiary had outstanding payable amounts with other operators totaling R$41,678 (June 30, 2006 - R$39,387), which are being negotiated (see Note 6).
13 Loans and Financing
On September 30 and on June 30, 2006, the principal amount of loans and financing was as below:
Consolidated | ||||
09.30.06 | 06.30.06 | |||
Unsecured Senior Notes - The outstanding balance is | ||||
adjusted by the U.S. dollar exchange fluctuation, plus | ||||
annual interest of 8.750%. Interest is payable semiannually. | ||||
Principal is repayable in January 2009. | 173,936 | 173,144 | ||
Other financing | - | 126 | ||
173,936 | 173,270 | |||
Less: short-term installments | - | (126) | ||
Long-term installments | 173,936 | 173,144 | ||
Interest on loans and financing in the amounts of R$2,899 and R$7,214 on September 30 and on June 30, 2006, respectively, are shown in the account Provisions under current liabilities.
Page 21
The Unsecured Senior Notes funding program includes restrictive covenants regarding the use of funds for the purposes specified in the agreements, certain related-party transactions, merger and takeover transactions, and achievement of certain limits substantially based on balance sheet financial ratios, amongst others.
Should such covenants not be complied with, the installments of the Unsecured Senior Notes may be anticipated. On September 30 and June 30, 2006, the subsidiary had complied with all the restrictive covenants.
14 Provision for Contingencies
Consolidated | ||||
09.30.06 | 06.30.06 | |||
Tax contingencies | 786,926 | 762,909 | ||
Civil and labor contingencies | 6,725 | 5,767 | ||
Court deposits | (768,686) | (741,663) | ||
24,965 | 27,013 | |||
(a) Tax contingencies
i. Value Added Tax on Sales and Services (ICMS) on monthly subscription and value-added services - The subsidiarys management, supported by its legal advisors, understands that ICMS should be levied only on telecommunications services and, therefore, the assessment on monthly subscriptions and value-added services is illegal, since these are not deemed telecommunications services. The subsidiary was granted an injunction that suspended the taxation on monthly subscriptions and value-added services, starting to accrual and deposit in court the amounts involved. The provision recorded on September 30, 2006 was R$577,148 (on June 30, 2006 - R$551,676) and the corresponding court deposits in the same amount. The proceeding is under court decision in the Superior Court of Justice.
ii. INSS - On July 2, 2002, the subsidiary received a tax assessment from the INSS (Brazilian Institute of Social Security) concerning the joint responsibility for the payment of the INSS contribution of service providers and the withholding of 11% as provided for by Law 9,711/98. On September 30 and June 30, 2006, the subsidiary had a provision of R$3,547 to cover possible losses arising from this tax assessment, based on the opinion of its legal advisors. The subsidiary made a court deposit of R$5,799, which is classified in the account Other Assets, under long-term receivables, on September 30 and on June 31, 2006.
iii. Telecommunications Inspection Fee (FISTEL) - The subsidiary filed a writ of mandamus questioning the responsibility for the payment of inspection fees on mobile stations, which are not owned by the Company, and started to accrual and deposit in court the amounts related to the Operating Inspection Fee (TFF) and the Installation Inspection Fee (TFI). The provision recorded on September 30, 2006 was R$186,200 (June 30, 2006 - R$184,542), with corresponding court deposits in the same amount.
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iv. Other tax contingencies - The subsidiary is party to other tax proceedings for which a provision of R$20,031 on September 30, 2006 was recorded (June 30, 2006 - R$23,144) and the corresponding court deposits totaled R$5,338 (June 30, 2006 - R$5,445). Management, based on the opinion of its legal advisors, understands that the provision recorded is sufficient to cover losses that might result from these proceedings.
(b) Civil and labor contingencies
The Company and the subsidiary are party to certain labor and civil proceedings. Civil contingencies refer mainly to proceedings filed by customers and labor contingencies to proceedings filed by former subsidiarys employees. Based on the opinion of its legal advisors, management understands that the provision recorded of R$6,725 (June 30,2006 - R$5,767) is sufficient to cover losses that might result from these proceedings.
(c) Universalization Fund of Telecommunications Services - FUST
Based on Article 6 of Law 9,998/2000, which instituted FUST, the subsidiary does not include in the calculation basis of the contribution, the revenues obtained from telecommunication service providers as interconnection remuneration and for the use of its network resources.
On December 15, 2005, the Board of ANATEL approved Precedent #7 which determines the inclusion of these revenues in the calculation basis of FUST, with retroactive application to January 2001.
According to the subsidiarys management and its legal advisors, Precedent #7 of ANATEL contravenes the provisions of Law 9,998/2000, as well as several constitutional provisions. In January 2006, the mobile telephony carriers petitioned for a Writ of Mandamus with the purpose of protecting their legitimate rights to continue to pay FUST without any increase in the calculation basis not prescribed by the law.
The injunction pleaded was denied by the lower court judge since she understood the issue to be a complex matter. The petitioners appealed this decision in the Federal Regional Court of the 1st Region, by means of a Bill of Review, and in a decision given on March 10, 2006, the Superior Court Judge granted the injunction request to remove the application of the second part of Precedent #7 of ANATEL, up to the merit judgment.
According to the subsidiarys management and its legal advisors, there are probable chances of success in this proceeding. Accordingly, a provision for contingency has not been made. On September 30, 2006, the amount related to this proceeding totaled R$27,437.
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(d) Possible and remote tax contingencies not provisioned
The subsidiary has tax claims involving risks of loss classified by management and its legal advisors as possible or remote amounting to R$6,335 and R$112,006 on September 30, 2006 (June 30, 2006 - R$37,157 and R$63,332), respectively, for which a provision for contingencies has not been recorded.
15 Shareholders Equity
(a) Paid-in capital stock
On September 30, 2006, paid-in capital stock was R$456,350 (June 30, 2006 - R$456,350) and is divided into 357,706,555 thousand shares (June 30, 2006 - 357,706,555 thousand), 133,037,520 thousand of which are common shares (June 30, 2006 - 133,037,520 thousand) and 224,669,035 thousand of which are preferred shares, with non-par value (June 30, 2006 - 224,669,035 thousand). The authorized capital of the Company is of 700,000,000 thousand shares.
Preferred shares do not grant voting rights, but are assured priority in capital reimbursement, without premium, and receipt of non-cumulative minimum dividends, according to the criteria below, alternatively, considering that which represents the highest amount:
I - 6% p.a. on the amount resulting from the division of the subscribed capital by the total number of shares of the Company; or
II - right to receive the mandatory minimum dividend according to the following criteria:
a) priority to receive minimum, non-cumulative dividends corresponding to 3% of the equity value of the share; and
b) right to receive profit distributions under equal conditions with common shares, after these are assured dividends equal to the minimum priority dividend established in conformity with item a.
On the Shareholders General Meeting held on April 27, 2006, the capitalization of part of the goodwill tax benefit referring to 2005 in the amount of R$26,110 was approved.
(b) Retained earnings
The General Shareholders Meeting held on April 27, 2006 approved (i) the transfer of the remaining balance of net income for the year 2005 to retained earnings, in the amount of R$87,617, to cover the Companys capital budget and (ii) the capitalization of R$16,340 of retained earnings.
Page 24
(c) Dividends
At the General Shareholders Meeting held on April 27, 2006, the payment of dividends amounting to R$91,000 was approved, R$44,655 of which refers to the minimum mandatory dividend of 25% on adjusted net income and R$46,345 to supplementary dividends paid as from May 23, 2006.
In 3Q06, the Company performed the reversion of prescribed dividends and interest on own capital in the amount of R$1,155. This reversion was recorded as retained earnings in shareholders equity.
16 Insurance Coverage
On September 30 and on June 30, 2006, the subsidiary had insurance coverage against fire and sundry risks for inventories, leased assets, property, plant and equipment and loss of profits, in amounts contracted based on the evaluation of management, considering the risks and amounts involved (operating risks policy).
On September 30 and on June 30, 2006, the amounts at risk insured were approximately the following:
Inventories | 18,912 | |
Leased assets and property, plant and equipment | 1,162,729 | |
Loss of profits | 1,106,943 | |
2,288,584 | ||
Also, the subsidiary has insurance for general civil liability and for national transportation.
17 Remuneration based on the stock option plan (consolidated)
On October 5, 2000, the Board of Directors of the Company approved two long-term incentive plans, described below:
Plan A - This plan covered the Company and its subsidiarys key executives who were granted preferred or common shares of the Company. The bonuses would be earned and shares would be issued only to the extent of the performance goals achieved by the Company and its subsidiary, determined by the Board of Directors of the Company and its subsidiary during a five-year performance period. On September 30, 2006, all the options granted were expired.
Page 25
Plan B - This plan covers the Company and its subsidiarys key-executives and other employees. Options granted in such plan refer to preferred shares of the Company, exercised at the market price at the time they are granted. The option exercise is 20% during the second year, 60% during the third year and 100% during the fourth year. Up to September 30, 2006, 54,582 share options were granted under this plan. The exercise price of the options granted is R$4.76 (four reais and seventy-six cents) per thousand preferred shares of the Company. Such price is restated by the General Market Price Index (IGP-M) up to the option exercise date. The estimated dilution percentage is 0.02% . On September 30, 2006, the exercisable call options balance totaled 54,582 options, the updated strike price was R$8.43 and the share market value R$3.98. No options were exercised up to September 30, 2006.
The Board of Directors of the Company and of the subsidiary, at meetings held on December 29 and 30, 2003, respectively, approved changes to plan B, introducing new grants.
The plan continues to cover the Company and its subsidiarys key-executives and the new stock options granted remain related to the preferred shares of the Company. However, these new options have an exercise price corresponding to the market price at the time they are granted, with a discount of 20%. The right to option exercise is 40% as from January 2004, 70% as from January 2005, and 100% as from January 2006. These options may be exercised until January 2008. Up to September 30, 2006, 110,241 options have been granted under this plan. The exercise price of the options is R$3.84 (three reais and eighty-four cents) per thousand preferred shares of the Company. This price is restated by the IGP-M up to the option exercise date. The estimated dilution percentage is 0.03% for the Company over the five-year period of the approved plan. On September 30, 2006, the balance of exercisable call options totaled 110,241 options the updated strike price was R$4.41 and the share market value R$ 3.98. No options were exercised up to September 30, 2006.
18 Financial Instruments
(a) Foreign exchange rate and interest rate risk
Foreign exchange rate and interest rate risks relate to the possibility of the subsidiary incurring losses arising from exchange rate and interest rate fluctuations, increasing its debt balance regarding loans and financing obtained in the market and corresponding interest expenses. In order to reduce such risks, the subsidiary carries out hedge transactions, through currency and interest rate swap contracts.
On September 30, 2006, the restated amount of swap contracts totaled R$173,936 (June 30, 2006 - R$173,144). The contracts mature in January 2009.
Page 26
Gains and losses in operations derive from differences in variations of contracted indicators against reference indexes (yield curve) and are accounted for on the accrual basis under interest income or expenses. In the accumulated up to September 2006, net losses on swap contracts amounted to R$35,937 (September 30, 2005 - R$40,725).
On September 30, 2006, the net amount payable relating the swap contracts amounted to R$35,747 (June 30, 2006 - R$31,179) and was stated in long-term liabilities.
On September 30, 2006, the Company and its subsidiary had loans and financing in the amount of R$173,936 (June 30, 2006 - R$173,270) denominated in foreign currency, of which 100% were protected by hedge operations.
(b) Credit risk
Credit risk associated with accounts receivable derives from telecommunications services billed and to be billed, resale of handsets and distribution of prepaid cards. The subsidiary continuously monitors credit granted to its customers and the delinquency level.
Customer access to telecommunications services is blocked when a bill is overdue for more than 15 days, except for telephone services to be maintained for security or national defense reasons. The credit risk of accounts receivable of telecommunications mobile services is diversified. The subsidiary maintains credit limits for handset resellers and prepaid card distributors which are defined based on potential sales, risk history, payment promptness and delinquency levels. On September 30, 2006, the allowance for doubtful accounts amounted to R$28,681 (June 30, 2006 - R$36,120) - Note 6.
Transactions with financial institutions (financial investments and swap contracts) are distributed among prime financial institutions, minimizing the credit risk and avoiding concentration.
There is no concentration of funds available that have not been mentioned above, which could, if suddenly eliminated, severely impact the Company and subisidiary operations.
(c) Market value of financial instruments
The market values of the financial assets and liabilities are determined based on available market information and appropriate valuation methodologies. The use of different market assumptions and/or estimation methodologies could cause a different effect on the estimated market values.
Page 27
The account balances of financial investments on September 30 and on June 30, 2006, are equivalent to market values, as they are recorded at realization value. The market values of loans and financing and of swap operations were calculated according to the present value of these financial instruments, considering the interest rate practiced by the market for operations of similar nature, term and risk, as shown below:
Consolidated | ||||||||
09.30.06 | 06.30.06 | |||||||
Book | Market | Book | Market | |||||
value | value | value | value | |||||
Financial Investments | 521,489 | 521,489 | 515,364 | 515,364 | ||||
Accounts payable - hedge operations | (35,747) | (40,779) | (31,179) | (32,782) | ||||
Loans and financing | 173,936 | 186,951 | 173,270 | 186,501 |
The hedge operations are recognized on a monthly basis in the income statement, considering the yield curve (Note 18 a). The difference between the value of the instrument by the yield curve and its fair market value represents the unrealized gain (loss).
19 Special Purpose Entities (EPE)
The Company, together with the subsidiary Telemig Celular S.A. and affiliated companies, Tele Norte Celular Participações S.A. and Amazônia Celular S.A, invests in an Investment Fund in Quotas of Investment Funds - FIC (exclusive) in Brazil, managed by Banco Itaú S.A., which, in turn, invests in quotas of Financial Investment Funds (Note 5).
The main information on Investment Fund in Quotas of Investment Funds - FIC, are summarized as below:
Parent Company | Consolidated | |||||||
09.30.06 | 06.30.06 | 09.30.06 | 06.30.06 | |||||
Total Assets | 525,955 | 501,189 | 525,955 | 501,189 | ||||
Liabilities | 7 | 16 | 7 | 16 | ||||
Shareholders Equity | 525,948 | 501,173 | 525,948 | 501,173 | ||||
Share at end of period (%) | 41.16% | 42.18% | 95.03% | 94.52% | ||||
Share amount | 216,467 | 211,382 | 499,821 | 473,752 | ||||
09.30.06 | 09.30.05 | 09.30.06 | 09.30.05 | |||||
FIC result - accumulated year-to-date | 69,120 | 110,293 | 69,120 | 110,293 | ||||
Share in FIC result | 24,760 | 24,714 | 64,718 | 101,569 |
Page 28
20 Other Information
(a) Proceeding referring to the General Law of Telecommunications
In June 2005, the Company and its subsidiary filed a judicial action against Caixa de Previdência dos Funcionários do Banco do Brasil - PREVI and Banco do Brasil S.A., for understanding, the claimants, that the defendants are part of the controlling group (through indirect interest) both of the Company and its competitor TNL PCS S.A. ("Oi"). The action aimed to prevent the defendants from exercising their voting rights in the Company and its control chain until the matter concerning the cross shareholding is resolved.
On October 16, 2006, after the possession of its new Board, the Company presented petition in the records of the action described above, through which it waived the rights on which the referred demand was based. The abatement of the action will be concluded after legal homologation of the waiver.
(b) Other judicial actions
On March 4, 2005, Highlake International Business Company Ltd (indirect subsidiary controlled by Opportunity Group) and Futuretel S.A., the latter being managed, at that time, by persons bound to Opportunity Group, announced the start of a process of public offering for the sale of more than 50% of the voting capital of Telemig Celular Participações S.A. and Tele Norte Celular Participações S.A..
However, immediately after the announcement, International Equity Investments, Inc. replaced the management of the fund CVC/Opportunity Equity Partners L.P., minority shareholder of Highlake International Business Company Ltd and direct and indirect controlling company of Futuretel S.A., which started to be managed by Citigroup Venture Capital International Brazil L.L.C. In the same opportunity, the denomination of the fund was changed to Citigroup Venture Capital International Brazil, LP.
Subsequently, International Equity Investments Inc. obtained an injunction before the North-American Judiciary Branch to temporarily suspend the public offering process. Since then, various judicial actions among different parties are in progress in several jurisdictions, involving regulatory and corporate issues. So far, there has been no expectation regarding definite court decisions for the respective actions.
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21 Subsequent events
At the Extraordinary General Meeting of Telemig Celular S.A. held on September 28, 2006, the shareholders resolved to remove from office certain members of the Board of Directors. On October 06, 2006, the subsidiarys Board of Directors resolved by unanimous vote to remove from office the Board of Executive Officers, electing, in replacement, Mr. André Mastrobuono to occupy the position of Chief Executive Officer, Mr. Oscar Thompson to occupy the position of Financial Officer, cumulating the duties of Managing Officer and Investor Relations Officer and Mr. Marcus Roger Meireles Martins da Costa, to the position of Technical Officer. The new members of the Board of Executive Officers were invested in office on October 06, starting then to manage the corporate businesses.
* * *
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05.01 - COMMENTS ON THE COMPANYS PERFORMANCE IN THE QUARTER |
SEE COMMENTS ON THE CONSOLIDATED PERFORMANCE
Page 31
06.01 - BALANCE SHEET - CONSOLIDATED ASSETS (in thousands of Reais)
1 - CODE | 2 - DESCRIPTION | 3 - 9/30/06 | 4 - 6/30/06 |
1 | Total Assets | 1,878,799 | 1,849,867 |
1.01 | Current Assets | 884,388 | 898,147 |
1.01.01 | Cash and Cash Equivalents | 524,727 | 517,259 |
1.01.02 | Accounts Receivable | 215,975 | 212,710 |
1.01.03 | Inventories | 37,726 | 50,944 |
1.01.04 | Others | 105,960 | 117,234 |
1.01.04.01 | Deferred Income Tax and Social Contribution | 58,552 | 60,055 |
1.01.04.02 | Prepayments | 19,304 | 26,376 |
1.01.04.03 | Recoverable taxes | 33 | 4,720 |
1.01.04.04 | PIS and COFINS Recoverable - Law 9,718/98 | 22,569 | 22,112 |
1.01.04.05 | Other | 5,502 | 3,971 |
1.02 | Long-Term Receivables | 315,960 | 312,452 |
1.02.01 | Sundry Credits | 286,981 | 288,107 |
1.02.01.01 | Deferred Income Tax and Social Contribution | 198,667 | 197,738 |
1.02.01.02 | ICMS Recoverable - Property, Plant and Equipment | 24,491 | 20,899 |
1.02.01.03 | PIS and COFINS Recoverable - Law 9,718/98 | 17,647 | 17,275 |
1.02.01.04 | Recoverable income tax and social contribution | 46,176 | 52,195 |
1.02.02 | Credits with Related Parties | 7,219 | 2,306 |
1.02.02.01 | Affiliates | 0 | 0 |
1.02.02.02 | Subsidiaries | 0 | 0 |
1.02.02.03 | Other Related Parties | 7,219 | 2,306 |
1.02.03 | Others | 21,760 | 22,039 |
1.02.03.01 | Prepayments | 3,053 | 3,331 |
1.02.03.02 | Other Assets | 18,707 | 18,708 |
1.03 | Permanent Assets | 678,451 | 639,268 |
1.03.01 | Investments | 60 | 60 |
1.03.01.01 | In Affiliates | 0 | 0 |
1.03.01.02 | In Subsidiaries | 0 | 0 |
1.03.01.03 | Other Investments | 60 | 60 |
1.03.02 | Property, Plant and Equipment | 671,007 | 631,766 |
1.03.03 | Deferred charges | 7,384 | 7,442 |
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06.02 - BALANCE SHEET - CONSOLIDATED LIABILITIES (in thousands of Reais)
1 - CODE | 2 - DESCRIPTION | 3 - 9/30/06 | 4 - 6/30/06 |
2 | Total Liabilities | 1,878,799 | 1,849,867 |
2.01 | Current Liabilities | 345,752 | 360,070 |
2.01.01 | Loans and Financing | 0 | 126 |
2.01.02 | Debentures | 0 | 0 |
2.01.03 | Suppliers | 237,019 | 248,630 |
2.01.04 | Taxes, Charges and Contributions | 28,803 | 31,424 |
2.01.05 | Dividends Payable | 13,635 | 15,697 |
2.01.05.01 | Dividends | 11,177 | 12,347 |
2.01.05.02 | Interest on Capital | 2,458 | 3,350 |
2.01.06 | Provisions | 31,998 | 30,086 |
2.01.07 | Debts with Related Parties | 0 | 0 |
2.01.08 | Other | 34,297 | 34,107 |
2.01.08.01 | Deferred income | 17,645 | 18,283 |
2.01.08.02 | Other liabilities | 16,652 | 15,824 |
2.02 | Long-Term Liabilities | 253,334 | 252,277 |
2.02.01 | Loans and Financing | 173,936 | 173,144 |
2.02.02 | Debentures | 0 | 0 |
2.02.03 | Provisions | 24,965 | 27,013 |
2.02.04 | Debts with Related Parties | 47 | 0 |
2.02.05 | Other | 54,386 | 52,120 |
2.02.05.01 | License to Use Payable | 16,439 | 18,741 |
2.02.05.02 | Pension Plan | 2,200 | 2,200 |
2.02.05.03 | Accounts Payable - Hedge Operations | 35,747 | 31,179 |
2.03 | Deferred Income | 0 | 0 |
2.04 | Minority Interest | 154,951 | 149,227 |
2.05 | Shareholders Equity | 1,124,762 | 1,088,293 |
2.05.01 | Paid-in Capital | 456,350 | 456,350 |
2.05.02 | Capital Reserve | 99,102 | 99,102 |
2.05.03 | Revaluation Reserve | 0 | 0 |
2.05.03.01 | Own Assets | 0 | 0 |
2.05.03.02 | Subsidiaries/Affiliates | 0 | 0 |
2.05.04 | Profit Reserves | 110,300 | 110,300 |
2.05.04.01 | Legal | 43,039 | 43,039 |
2.05.04.02 | Statutory | 40,851 | 40,851 |
2.05.04.03 | For Contingencies | 0 | 0 |
2.05.04.04 | Realizable Profits | 26,410 | 26,410 |
2.05.04.05 | Profit Retention | 0 | 0 |
2.05.04.06 | Special for Non-Distributed Dividends | 0 | 0 |
2.05.04.07 | Other Profit Reserves | 0 | 0 |
2.05.05 | Retained Earnings/Accumulated Losses | 459,010 | 422,541 |
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07.01 - CONSOLIDATED STATEMENT OF INCOME (in thousands of Reais)
1 - CODE | 2 - DESCRIPTION | 3 - 7/1/2006 to 9/30/2006 | 4 - 1/1/2006 to 9/30/2006 | 5 - 7/1/2005 to 9/30/2005 | 6 - 1/1/2005 to 9/30/2005 |
3.01 | Gross Revenue from Sales and/or Services | 467,402 | 1,245,598 | 402,343 | 1,157,090 |
3.02 | Gross Revenue Deductions | (160,931) | (392,704) | (108,562) | (312,205) |
3.03 | Net Revenue from Sales and/or Services | 306,471 | 852,894 | 293,781 | 844,885 |
3.04 | Cost of Goods and/or Services Sold | (162,678) | (421,741) | (120,457) | (405,621) |
3.05 | Gross Profit | 143,793 | 431,153 | 173,324 | 439,264 |
3.06 | Operating Expenses/Revenues | (91,661) | (274,285) | (77,119) | (197,154) |
3.06.01 | Selling | (59,463) | (187,886) | (69,036) | (190,589) |
3.06.02 | General and Administrative | (39,684) | (115,186) | (33,290) | (92,707) |
3.06.03 | Financial | 7,486 | 28,787 | 25,207 | 86,142 |
3.06.03.01 | Financial Income | 20,411 | 77,607 | 34,891 | 110,212 |
3.06.03.02 | Financial Expenses | (12,925) | (48,820) | (9,684) | (24,070) |
3.06.04 | Other Operating Revenues | 0 | 0 | 0 | 0 |
3.06.05 | Other Operating Expenses | 0 | 0 | 0 | 0 |
3.06.06 | Equity Accounting Result | 0 | 0 | 0 | 0 |
3.07 | Operating Profit | 52,132 | 156,868 | 96,205 | 242,110 |
3.08 | Non-Operating Income | (844) | (1,191) | (33) | (1,719) |
3.08.01 | Revenues | 24 | 431 | 9 | 1,086 |
3.08.02 | Expenses | (868) | (1,622) | (42) | (2,805) |
3.09 | Income Before Taxes/Profit Sharing | 51,288 | 155,677 | 96,172 | 240,391 |
3.10 | Provision for Income Tax and Social Contribution | (11,975) | (60,993) | (33,572) | (88,678) |
3.11 | Deferred Income Tax | 4,841 | 20,238 | 12,392 | 23,771 |
3.12 | Profit Sharing/Statutory Contributions | (3,113) | (11,219) | (4,648) | (12,764) |
3.12.01 | Employee Profit Sharing | (4,005) | (12,111) | (4,648) | (13,442) |
3.12.02 | Contributions | 892 | 892 | 0 | 678 |
3.12.02.01 | Items that do not transit on subsidiarys results | 892 | 892 | 0 | 678 |
3.13 | Reversal of Interest on Capital | 0 | 0 | 0 | 0 |
3.14 | Minority Interest | (5,727) | (18,306) | (10,687) | (28,517) |
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07.01 - CONSOLIDATED STATEMENT OF INCOME (in thousands of Reais)
1 - CODE | 2 - DESCRIPTION | 3 - 7/1/2006 to 9/30/2006 | 4 - 1/1/2006 to 9/30/2006 | 5 - 7/1/2005 to 9/30/2005 | 6 - 1/1/2005 to 9/30/2005 |
3.15 | Net Income/Loss for the Period | 35,314 | 85,397 | 59,657 | 134,203 |
No. SHARES, EX-TREASURY (in thousands) | 357,706,555 | 357,706,555 | 353,926,469 | 353,926,469 | |
EARNINGS PER SHARE | 0.00010 | 0.00024 | 0.00017 | 0.00038 | |
LOSS PER SHARE |
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08.01 COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
This performance report comprises the consolidated figures of Telemig Celular Participações S.A., corresponding to the periods of 07/01/06 and 09/30/2006, comparing them with previous quarters and with the same periods of the previous year.
Statement of Income |
The comments on the economic and financial performance are based on the model below:
(in R$ 000) | ||||||||||||||
2005 | 2006 | Var. % (3Q06/2Q06) | ||||||||||||
3rd Quarter | 4th Quarter | 1st Quarter | 2nd Quarter | 3rd Quarter | YTD | |||||||||
Service Revenues - GROSS | 377,816 | 389,647 | 356,139 | 358,663 | 442,173 | 1,156,975 | 23.3% | |||||||
Equipment Revenues - GROSS | 24,527 | 33,139 | 33,356 | 30,038 | 25,229 | 88,623 | -16.0% | |||||||
Total Revenues - GROSS | 402,343 | 422,786 | 389,495 | 388,701 | 467,402 | 1,245,598 | 20.2% | |||||||
Taxes | (108,562) | (118,737) | (111,191) | (120,582) | (160,931) | (392,704) | 33.5% | |||||||
Service Revenues - NET | 275,429 | 279,059 | 250,027 | 242,893 | 285,181 | 778,101 | 17.4% | |||||||
Equipment Revenues - NET | 18,352 | 24,990 | 28,277 | 25,226 | 21,290 | 74,793 | -15.6% | |||||||
Total Revenues - NET | 293,781 | 304,049 | 278,304 | 268,119 | 306,471 | 852,894 | 14.3% | |||||||
Cost of Services | 57,987 | 72,717 | 61,178 | 60,507 | 102,349 | 224,034 | 69.2% | |||||||
Cost of Equipment | 27,458 | 42,206 | 38,890 | 37,327 | 30,873 | 107,090 | -17.3% | |||||||
Selling & Marketing Expenses | 60,835 | 77,481 | 60,432 | 62,849 | 57,096 | 180,377 | -9.2% | |||||||
Bad Debt Expense | 5,083 | 6,415 | 11,759 | 13,243 | 7,044 | 32,046 | -46.8% | |||||||
General & Administrative Expenses | 18,738 | 21,843 | 19,484 | 21,042 | 21,296 | 61,822 | 1.2% | |||||||
Other operating expenses (income) | - | (18,843) | - | (18,961) | (3,474) | (22,435) | ||||||||
EBITDA | 123,680 | 102,230 | 86,561 | 92,112 | 91,287 | 269,960 | -0.9% | |||||||
% | 44.9% | 36.6% | 34.6% | 37.9% | 32.0% | 34.7% | -5.9 p.p. | |||||||
Depreciation & Amortization | 52,682 | 51,863 | 46,610 | 48,628 | 46,641 | 141,879 | -4.1% | |||||||
Interest Expense (1) | 27,158 | 14,671 | 34,442 | 20,273 | 11,987 | 66,702 | -40.9% | |||||||
Interest Income | (34,891) | (34,940) | (32,051) | (25,145) | (20,411) | (77,607) | -18.8% | |||||||
Foreign Exchange Loss (Gain) | (17,474) | 13,658 | (17,139) | (1,681) | 938 | (17,882) | -155.8% | |||||||
Others | 4,681 | 7,526 | 5,114 | 3,339 | 3,957 | 12,410 | 18.5% | |||||||
Income Taxes | 21,180 | 5,916 | 12,946 | 20,675 | 7,134 | 40,755 | -65.5% | |||||||
Minority Interests | 10,687 | 3,620 | 5,053 | 7,526 | 5,727 | 18,306 | -23.9% | |||||||
Net Income | 59,657 | 39,916 | 31,586 | 18,497 | 35,314 | 85,397 | 90.9% | |||||||
Number of shares (thousand) | 353,926,470 | 353,926,470 | 353,926,470 | 357,706,556 | 357,706,556 | 357,706,556 | 0.0% | |||||||
Earnings per thousands shares (R$) | 0.169 | 0.113 | 0.089 | 0.052 | 0.099 | 0.241 | 90.9% | |||||||
Earnings per ADS (R$) | 3.371 | 2.256 | 1.785 | 1.034 | 1.974 | 4.826 | 90.9% | |||||||
Operation Analysis:
Customer base reached 3,423,977 (not audited by independent auditors) |
The Companys customer base reached 3,423,977 in 3Q06, representing increases of 0.6% and 12.5% when compared to 2Q06 and 3Q05, respectively. For the quarter, net additions amounted to 19,997.
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In 3Q06, prepaid net additions amounted to 32,202, bringing the total prepaid base to 2,619,066 or 76% of the total base. The postpaid base decreased 12,205 customers, ending the quarter with 804,911 customers, or 24% of the total base. This reduction is a result of both the adoption of a more strict policy for acquiring new customers as of April 2006 and dealers commissioning.
CLIENT BASE (thousand)
Churn rate (not audited by independent auditors) |
For 3Q06, blended annualized churn rate reached 36.8%, compared to 35.2% and 38.3% registered in 2Q06 and 3Q05, respectively. When compared to the previous quarter, the annualized prepaid churn rate increased by 3.7 p.p., reaching 41.5% . This increase is related to the profile of clients acquired by the end of 2005. For the postpaid segment, which accounts for most of generated revenues, churn rates decreased by 5.6 p.p. when compared 2Q06, reaching 21.8% . The significant decrease in the postpaid churn rate was mainly due to the establishment of a more strict policy for acquiring new clients as of April 2006, focused on credit analysis and dealers commissioning.
CHURN RATE (annualized)
"Full billing" |
As of July 14, 2006, the Company adopted the full billing rule for interconnection charges, according to the new Regulation for Network Usage Fees of SMP Providers issued by Anatel, which established that interconnection payments between SMP operators for traffic in the same registration area may occur regardless of the traffic balance between the operators. Before the adoption of above-mentioned regulation, payments between SMP operators for traffic in the same area only occurred when the traffic balance between any two companies was either less than 45% or in excess of 55% (the bill and keep rule).
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The consequences of the adoption of the full billing rule for Telemig Celular are basically (i) increase of interconnection costs and revenues, (ii) EBITDA increase and (iii) EBITDA margin decrease. Excluding the impact of the adoption of the full billing rule, EBITDA and EBITDA margin would have reached R$87.7 million and 36.9% of net service revenues in 3Q06, respectively.
Operating revenues |
Net service revenues totaled R$285.2 million in 3Q06, an increase of R$42.3 million, or 17.4%, over the previous quarter. This significant increase is related to the adoption of the full billing rule, which generated higher interconnection revenues. When compared to 3Q05, net service revenues increased R$9.8 million or 3.5% .
Excluding the impact of the full billing rule, net service revenues would have reached R$237.7 million in 3Q06, which is R$5.2 million lower than the R$242.9 million recorded in 2Q06. This reduction is related to both a higher volume of retention promotional discounts in the postpaid segment and lower data revenues (VAS).
When compared to 3Q05, net service revenues, excluding the impact of the full billing rule, was reduced by R$37.8 million, reflecting lower roaming revenues, a higher volume of retention and customer relations discounts in the postpaid segment and lower interconnection revenues due to a higher volume of minutes received from other wireless operators, which, according to the bill & keep rule, do not generate revenues.
Data revenues (VAS) reached R$21.7 million in 3Q06, down R$2.2 million when compared to the R$23.9 million recorded in 2Q06. This decrease is a consequence of the end of the Seleção do Faustão promotion developed during 2Q06. When compared to 3Q05, data revenues (VAS) increased R$6.3 million.
Net equipment revenues for the quarter totaled R$21.3 million, 15.6% lower than the R$25.2 million registered in 2Q06. This decrease was a result of the reduction of promotional campaigns during the quarter. When compared to 3Q05, net equipment revenues increased by R$2.9 million due to stronger handset sales.
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During 3Q06, handset subsidies for new client acquisitions reached R$9.6 million or R$28.8 per gross addition, compared to R$12.1 million and R$40.2 per gross addition registered in the previous quarter. This decrease was as a consequence of the reduction of promotional campaigns in the quarter. When compared to 3Q05, handset subsidies were fairly stable.
As a result, total net revenues totaled R$306.5 million in the quarter, an increase of 14.3% and 4.3% when compared 2Q06 and 3Q05, respectively. Excluding the impact of the full billing rule, total net revenues would have reached R$258.9 million, lower than the R$268.1 million and R$293.8 million registered in 2Q06 and 3Q05, respectively.
Operating costs and expenses |
Cost of services for the third quarter of 2006 amounted to R$102.3 million, 69.2% higher when compared to the R$60.5 million registered in 2Q06 and 76.4% higher than the R$58.0 million recorded in 3Q05. This increase is primarily related to the adoption of the full billing rule, which led to higher interconnection costs.
Excluding the impact of the full billing rule, cost of services would have reached R$58.4 million in 3Q06, lower than the R$60.5 million recorded in 2Q06 and in line with 3Q05.
Selling and marketing expenses for the quarter totaled R$57.1 million, down 9.2% when compared to the previous quarter. This decrease is a result of the reduction of promotional campaigns and advertisements during the quarter, partially offset by higher client retention subsidies costs. When compared to 3Q05, selling and marketing expenses decreased R$3.7 million as a result of the reduction of costs related to promotional campaigns and advertisements and dealers commissioning, partially offset by a higher level of client retention subsidies.
Customer acquisition cost for the third quarter of 2006 decreased to R$136 from R$171 reported in the previous quarter. This decrease was as a consequence of lower handset subsidies and the reduction of both promotional campaigns and advertising expenses in the third quarter. When compared to 3Q05, acquisition costs decreased from R$141 to R$136, as a result of the reduction of expenses related to promotional campaigns.
Retention costs reached R$43.7 million in 3Q06, representing a slight increase when compared to R$43.0 million recorded in 2Q06 and higher than the R$33.0 million registered in 3Q05, due to increased expenses related to discounts and subsidies.
General and administrative expenses reached R$21.3 million, in line with the previous quarter and 13.7% higher than the R$18.7 million recorded in 3Q05. This increase is associated with the growth of the payroll expenses.
Other operating revenues in the amount of R$3.5 million recorded in 3Q06 resulted from the recovery of Value-Added Tax (ICMS) lapsed credits.
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Bad debt in 3Q06 reached R$7.0 million, 46.8% lower than the R$13.2 million registered in the previous quarter. This decrease is related to the establishment of more strict rules concerning the client acquisition process, with focus on credit analysis and strong efforts for the recovery of past-due billings as of April 2006. When compared to 3Q05, bad debt increased R$2.0 million, as a consequence of the credit profile of clients acquired through 2Q06. As a percentage of net service revenues, bad debt reached 2.5% against 5.5% registered in the previous quarter. Excluding the impact of the full billing rule, bad debt would have reached 3.0% of net service revenues in 3Q06.
BAD DEBT (R$ million)
Average revenue per user (ARPU) - (not audited by independent auditors) |
Postpaid MOU (minutes of use) for 3Q06 totaled 190, a 6.1% increase when compared to the 179 minutes posted in the previous quarter. This increase is related to larger number of promotional minutes offered to client retention.
Postpaid ARPU increased by 14.8%, reaching R$72.6 in the third quarter, against R$63.3 registered in 2Q06 and by 4.6% when compared to the R$69.5 recorded in 3Q05, as a consequence of the adoption of the full billing rule.
Excluding the impact of the adoption of above mentioned rule, postpaid ARPU would have reached R$63.0 in 3Q06, in line with the previous quarter and R$6.5 higher when compared to 3Q05 as a result of lower interconnection revenues and higher volume of discounts.
For the third quarter of the year, prepaid MOU reached 31, higher than 26 minutes registered in the previous quarter, due to an increased volume of minutes granted by the PRA FALAR MAIS promotion (For Talking More promotion).
Prepaid ARPU also increased, reaching R$12.3 compared to the R$9.4 registered in the 2Q06 and the R$11.7 recorded in 3Q05, as a consequence of the adoption of the full billing rule.
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Excluding the impact of this rule, prepaid ARPU would have reached R$9.2 in the 3Q06, in line with the previous quarter and lower than the R$11.7 posted in 3Q05, as a result of PRA FALAR MAIS and PRA FALAR FÁCIL promotions (For Talking More and For Talking Easier promotions), under which clients do not pay for credit reload.
As a result, total MOU reached 69 and blended ARPU increased to R$26.6 in 3Q06, up 18.3% when compared to the R$22.5 recorded in 2Q06. When compared to the R$26.9 registered in 3Q05, blended ARPU decreased by 1.1% . Excluding the impact of the full billing rule, blended ARPU would have reached R$22.0 in 3Q06, in line with 2Q06 and lower than the R$26.9 recorded in 3Q05.
ARPU (R$)
Market share estimated at 32.7% (not audited by independent auditors) |
Total market share was estimated at 32.7% in 3Q06. Excluding the Triângulo Mineiro region, market share was estimated at 34.4%, compared to estimated shares of 36.6% and 42.0% reported in 2Q06 and 3Q05, respectively. For the Triângulo Mineiro region, market share was estimated at 16.4%, compared to estimated shares of 16.0% and 7.7% posted in 2Q06 and 3Q05, respectively.
Total gross sales share for 3Q06 was estimated at 26.0% . Excluding the Triângulo Mineiro region, total gross sales share was estimated at 26.0% in 3Q06, representing a 1.0 p.p. growth over 2Q06 and a 8.5 p.p. reduction when compared to 3Q05. For the Triângulo Mineiro region, gross sales share was estimated at 26.7%, a reduction of 2.5 p.p. over 2Q06 and of 6.0 p.p. over 3Q05.
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EBITDA margin of 32.0% of net service revenues for the quarter |
EBITDA and EBITDA margin (excluding handsets revenues) for the third quarter of 2006 reached R$91.3 million and 32.0% of net service revenues, respectively. Excluding the impact of the adoption of the full billing rule, EBITDA and EBITDA margin would have reached R$87.7 million and 36.9% of net service revenues, respectively. Year-to-date, EBITDA reached R$270.0 million, representing 34.7% of net service revenues.
EBITDA (R$ million)
Depreciation and amortization |
For 3Q06, depreciation and amortization expenses amounted to R$46.6 million, a decrease of 4.1% and 11.5% when compared to the R$48.6 million and the R$52.7 million reported in 2Q06 and 3Q05, respectively. Year-to-date, depreciation and amortization expenses reached R$141.9 million.
Net financial expense of R$7.5 million |
R$ million | ||||
2Q06 | 3Q06 | |||
Interest Expense (a) | (20.2) | (12.0) | ||
Interest Income (b) | 25.1 | 20.4 | ||
Foreign Exchange Gain (Loss) (c) | 1.7 | (0.9) | ||
Net Financial Income | 6.6 | 7.5 |
Note: a) Interest expense: includes financial expenses related to debt, losses on hedging operations (if any), and taxes on financial transactions; b) Interest income: includes results of cash investing activities and gains on hedging operations (if any); and, c) Foreign exchange gain (loss): almost exclusively reflects currency devaluation changes on debt principal and interest payable.
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DETAILED FINANCIAL INCOME INFORMATION
R$ million | ||||
2Q06 | 3Q06 | |||
Expense related to debt denominated in foreign currency | (3.0) | (5.3) | ||
Loss on hedging operations | (6.6) | (4.6) | ||
Sub-total | (9.6) | (9.9) | ||
Financial expense (debt related) | (9.6) | (9.9) | ||
Net financial expense (not related to debt)* | (4.4) | (0.0) | ||
Sub-total | (14.0) | (9.9) | ||
Interest income - cash investing activities | 20.6 | 17.4 | ||
Net Financial Income (Expense) | 6.6 | 7.5 |
Net income of R$35.3 million for the quarter |
Net income for 3Q06 totaled R$35.3 million, a growth of R$16.8 million or 90.9% when compared to the 2Q06. Net income in 2Q06 was negatively affected by the declaration of interest on equity made by Telemig Celular S.A., which led to an increase in consolidated income tax expenses in that quarter. In 3Q06, the deductibility of interest on equity declared in the previous quarter by the Controlled Company generated a positive impact on net income provided by the reduction of income tax expenses.
Total debt of R$173.9 million for the quarter |
As of September 30, 2006, total debt was R$173.9 million, 100% of which were denominated in U.S. Dollars. The total debt was fully hedged at the end of the period.
Negative net debt of R$315.1 million |
As of September 30, 2006, the Companys indebtedness was offset by cash and cash equivalents (R$524.7 million) but was impacted by accounts payable from hedging operations (R$35.7 million), resulting in a negative net debt of R$315.1 million.
NET DEBT (R$ million)
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Investments totaled R$80.9 million for the quarter |
During the third quarter of 2006, Telemig Celulars capital expenditures amounted to R$80.9 million, higher than the R$25.0 million registered in 2Q06. This increase was a consequence of the coverage and platform expansion and network optimization. Year-to-date, Telemig Celulars capital expenditures reached R$122.1 million. The breakdown of such investments is the following:
CAPEX Breakdown - (not audited by independent auditors)
CAPEX (R$ million) | 3Q05 | 4Q05 | 1Q06 | 2Q06 | 3Q06 | 2006 | ||||||
Network | 29.1 | 103.5 | 9.1 | 15.9 | 71.1 | 96.1 | ||||||
IS/IT | 6.7 | 12.6 | 3.7 | 6.2 | 5.9 | 15.8 | ||||||
Others | 3.5 | 9.0 | 3.3 | 2.9 | 3.9 | 10.1 | ||||||
T O T A L | 39.3 | 125.1 | 16.1 | 25.0 | 80.9 | 122.1 |
Debt payment schedule |
Year | R$ million | % denominated in US$ | ||
2009 | 173.9 | 100.0% |
Free cash flow (not audited by independent auditors) |
Free cash flow for the quarter was positive at R$22.5 million when compared to the negative cash flow of R$1.9 million registered in the previous quarter. This increase is mainly related to working capital variation resulting from inventory reduction and supplier payments. When compared to 3Q05, free cash flow was down 69.9% due to a lower EBTIDA and higher investments. Year-to-date, free cash flow reached R$2.2 million.
Financial ratios (not audited by independent auditors) |
Ratios | 3Q05 | 4Q05 | 1Q06 | 2Q06 | 3Q06 | |||||
Net Debt/EBITDA (1) | (1.02) | (1.04) | (0.99) | (0.77) | (0.85) | |||||
Net Debt/Total Assets | (23%) | (22%) | (21%) | (17%) | (17%) | |||||
Interest Coverage Ratio (1) | 10.1 | 11.7 | 10.3 | 15.1 | 14.7 | |||||
Current Liquidity Ratio | 2.3 | 1.7 | 1.9 | 2.5 | 2.6 | |||||
(1) Last twelve months. |
Page 44
Outlook (not audited by independent auditors) |
For the 4Q06, Telemig Celular expects to maintain its gross sales share in approximately 32%. Net additions should remain concentrated on the prepaid segment. Blended ARPU is expected to continue fairly stable. Bad debt should reach approximately R$6 million in 4Q06.
* * * * * * * * * * *
This statement of income contains forward-looking statements. Such statements are not statements of historical fact, and reflect the expectations of the Company's management. The words "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "predicts," "projects" and "targets" and similar words are intended to identify these statements, which necessarily involve known and unknown risks and uncertainties. Accordingly, the actual results of operations of the Company may be different from the Company's current expectations, and the reader should not place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them in light of new information or future developments.
Page 45
OPERATIONAL DATA
(not audited by independent auditors)
2005 | 2006 | Var. % (3Q06/2Q06) | ||||||||||||
3rd Quarter | 4th Quarter | 1st Quarter | 2nd Quarter | 3rd Quarter | YTD | |||||||||
Licensed Pops (in millions) | 19.2 | 19.2 | 19.2 | 19.5 | 19.5 | 19.5 | 0.0% | |||||||
Clients | 3,042,414 | 3,344,184 | 3,401,310 | 3,403,980 | 3,423,977 | 3,423,977 | 0.6% | |||||||
Postpaid | 800,041 | 856,522 | 844,806 | 817,116 | 804,911 | 804,911 | -1.5% | |||||||
Prepaid | 2,242,373 | 2,487,662 | 2,556,504 | 2,586,864 | 2,619,066 | 2,619,066 | 1.2% | |||||||
MOU Incoming | ||||||||||||||
Postpaid | 76 | 75 | 69 | 69 | 73 | 70 | 4.8% | |||||||
Prepaid | 24 | 23 | 21 | 20 | 21 | 21 | 3.7% | |||||||
MOU Outgoing | ||||||||||||||
Postpaid | 115 | 119 | 107 | 110 | 117 | 111 | 6.9% | |||||||
Prepaid | 7 | 8 | 6 | 6 | 10 | 7 | 63.1% | |||||||
Total Outgoing Traffic (Million of Minutes) | 323.1 | 348.7 | 317.4 | 318.6 | 362.3 | 998.4 | 13.7% | |||||||
Total Incoming Traffic (Million of Minutes) | 340.4 | 350.3 | 331.6 | 327.0 | 339.9 | 998.5 | 3.9% | |||||||
Average Revenue per User - ARPU (R$) | 26.9 | 26.7 | 23.3 | 22.5 | 26.6 | 24.1 | 18.3% | |||||||
Postpaid | 69.5 | 70.2 | 64.0 | 63.3 | 72.6 | 66.6 | 14.8% | |||||||
Prepaid | 11.7 | 11.4 | 9.5 | 9.4 | 12.3 | 10.4 | 30.8% | |||||||
Service Revenues (R$ millions) | ||||||||||||||
Monthly Fee | 58,074 | 57,393 | 52,267 | 48,836 | 48,217 | 149,320 | -1.3% | |||||||
Outgoing Traffic | 100,578 | 104,895 | 98,665 | 99,840 | 97,722 | 296,226 | -2.1% | |||||||
Incoming Traffic | 91,834 | 91,318 | 84,654 | 80,320 | 126,540 | 291,514 | 57.5% | |||||||
Other | 24,943 | 25,453 | 14,440 | 13,898 | 12,703 | 41,041 | -8.6% | |||||||
TOTAL | 275,429 | 279,059 | 250,027 | 242,893 | 285,181 | 778,101 | 17.4% | |||||||
Data Revenues (% of net serv. revenues) | 5.6% | 6.7% | 8.4% | 9.8% | 7.6% | 8.5% | -2.2 p.p. | |||||||
Cost of Services (R$ millions) | ||||||||||||||
Leased lines | 12,506 | 15,057 | 15,815 | 16,662 | 18,100 | 53,382 | 8.6% | |||||||
Interconnection | 9,265 | 15,516 | 9,347 | 9,386 | 52,528 | 57,396 | 459.7% | |||||||
Rent and network maintenance | 15,118 | 16,976 | 17,821 | 16,130 | 14,853 | 59,350 | -7.9% | |||||||
FISTEL and other taxes | 13,377 | 19,672 | 14,848 | 13,292 | 13,776 | 60,906 | 3.6% | |||||||
Other | 7,722 | 5,495 | 3,347 | 5,037 | 3,092 | 29,876 | -38.6% | |||||||
TOTAL | 57,987 | 72,717 | 61,178 | 60,507 | 102,349 | 260,909 | 69.2% | |||||||
Churn - Annualized Rate | 38.3% | 28.7% | 30.2% | 35.2% | 36.8% | 34.1% | 1.6 p.p. | |||||||
Postpaid | 21.7% | 18.3% | 21.3% | 27.4% | 21.8% | 23.5% | -5.6 p.p. | |||||||
Prepaid | 44.3% | 32.4% | 33.2% | 37.8% | 41.5% | 37.5% | 3.7p.p. | |||||||
Cost of Acquisition (R$) | 141 | 147 | 166 | 171 | 136 | 157 | -20.4% | |||||||
Retention Costs (% of net serv. revenues) | 12.0% | 15.7% | 15.4% | 17.7% | 15.3% | 16.1% | -2.4 p.p. | |||||||
CAPEX (R$ millions) | 39.2 | 125.1 | 16.1 | 25.0 | 80.9 | 122.1 | 223.2% | |||||||
Number of locations served | 509 | 535 | 540 | 540 | 562 | 562 | 4.1% | |||||||
Number of cell sites | 1620 | 1677 | 1703 | 1703 | 1741 | 1741 | 2.2% | |||||||
Number of switches | 15 | 17 | 17 | 17 | 17 | 17 | 0.0% | |||||||
Headcount | 2,341 | 2,378 | 2,540 | 2,414 | 2,328 | 2,328 | -3.6% | |||||||
Estimated Market Share | ||||||||||||||
Total | 39% | 38% | 37% | 35% | 33% | 35% | -2.0 p.p | |||||||
Minas Market - excluding Triângulo | ||||||||||||||
Mineiro region | 42% | 41% | 39% | 37% | 34% | 37% | - 3.0 p.p | |||||||
Triângulo Mineiro region | 8% | 12% | 15% | 16% | 16% | 16% | 0 p.p | |||||||
Page 46
GLOSSARY OF KEY INDICATORS
I) Average Subscribers a) Average subscribers - monthly
Sum of subscribers at the beginning and the end of the month
2
b) Average subscribers - quarterly and year to date
Sum of the average subscribers for each month of the period
Number of months in the period
II) Churn Rate (Annualized)
a) Churn % quarterly
Sum of deactivations / Sum of average monthly opening subscribers for the 3 months x 12
3
b) Churn % - year to date
YTD deactivations / Sum of average monthly opening subscribers since beginning of the
year x 12
Number of months in the period
III) MOU - Minutes of Use (Monthly)
Number of total billable minutes for the period / Average subscribers for the period
Number of months in the periods
IV) ARPU - Average Revenue per User
Net service revenues for the period (excluding roaming-in revenues)
Average subscribers for the period
V) Customer Acquisition Cost
(Sum of Marketing salaries, Selling salaries, Consulting (Sales and Marketing),
Commissions, Handsets subsidies, Advertising and promotions,
FISTEL tax (activation tax), less Activation fee for the period)
Number of gross activations in the
period
VI) Free Cash Flow
Free Cash Flow = (EBITDA - CAPEX - Taxes - Net Financial Expenses*
Minority Interests - Working Capital Variation)
* Considers interest paid.
VII) Working Capital Variation
Working Capital Variation = ( ( Current Assets - ( Cash & Cash Equivalents ) -
(( Current Liabilities - ( Short Term Loans and Financing - ( Loan Interest - ( Dividends)
VIII) Interest Coverage Ratio
Interest Coverage Ratio = EBITDA / Interest Paid
IX) Current Liquidity Ratio
Current Liquidity Ratio = Current Assets / Current Liabilities
X) EBITDA
EBITDA = Operational Revenues - Operational Costs - Operational Expenses* - Bad Debt
* Does not include pro
Page 47
Deloitte Touche Tohmatsu
Rua Paraíba, 1122
20º e 21º andares
30130-141 - Belo Horizonte - MG
Brasil
Tel: +55 (31) 3269-7400
Fax: +55 (31) 3269-7470
www.deloitte.com.br
INDEPENDENT ACCOUNTANTS REVIEW REPORT
To the Shareholders and Board of Directors of
Telemig Celular Participações S.A.
Brasília - DF
1. |
We have performed a special review of the quarterly information of Telemig Celular Participações S.A. and subsidiary (Company and Consolidated), for the quarter and nine months period ended September 30, 2006, prepared under the
responsibility of the Companys management, in accordance with Brazilian accounting practices and consisting of the balances sheets, the related statement of income and the performance report. |
2. |
We conducted our review in accordance with specific standards established by the Brazilian Institute of Independent Auditors (IBRACON), together with the Federal Accounting Council, which consisted principally of: (a) inquiries of and discussions
with persons responsible for the accounting, financial and operating areas as to the criteria adopted in preparing the quarterly information, and (b) review of the information and subsequent events that have or might have had material effects on the
financial position and results of operations of the Company and its subsidiary. |
3. |
Based on our special review we are not aware of any material modification that should be made to the quarterly information referred to in paragraph 1 for them to be in conformity with Brazilian accounting practices and standards established by the
Brazilian Securities Commissions (CVM), specifically applicable to the preparation of mandatory quarterly information. |
4. |
The balances sheets as of June 30, 2006, presented for comparative purposes, were reviewed by us and we have issued an unqualified review report dated August 4, 2006. The statements of income for the quarter and nine months period ended September
30, 2005 were reviewed by other independent public accountants that issued an unqualified special review report dated October 31, 2005. |
5. |
The accompanying quarterly information has been translated into English for the convenience of readers outside Brazil. |
Belo Horizonte, November 10, 2006
DELOITTE TOUCHE TOHMATSU | Paulo R. Marques Garrucho |
Auditores Independentes | Engagement Partner |
TABLE OF CONTENTS
GROUP | TABLE | DESCRIPTION | PAGE |
01 | 01 | IDENTIFICATION | 1 |
01 | 02 | HEADQUARTERS | 1 |
01 | 03 | INVESTOR RELATIONS OFFICER (Company Mailing Address) | 1 |
01 | 04 | ITR REFERENCE | 1 |
01 | 05 | CAPITAL STOCK | 2 |
01 | 06 | COMPANY PROFILE | 2 |
01 | 07 | COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS | 2 |
01 | 08 | CASH DIVIDENDS | 2 |
01 | 09 | SUBSCRIBED CAPITAL AND CHANGES IN THE CURRENT YEAR | 3 |
01 | 10 | INVESTOR RELATIONS OFFICER | 3 |
02 | 01 | BALANCE SHEET - ASSETS | 4 |
02 | 02 | BALANCE SHEET - LIABILITIES | 5 |
03 | 01 | STATEMENT OF INCOME | 6 |
04 | 01 | EXPLANATORY NOTES | 8 |
05 | 01 | COMMENTS ON THE COMPANY PERFORMANCE IN THE QUARTER | 31 |
06 | 01 | CONSOLIDATED BALANCE SHEET - ASSETS | 32 |
06 | 02 | CONSOLIDATED BALANCE SHEET - LIABILITIES | 33 |
07 | 01 | CONSOLIDATED STATEMENT OF INCOME | 34 |
08 | 01 | COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER | 36 / 47 |
Page 49
TELEMIG CELULAR PARTICIPAÇÕES S.A. | ||||
By: | /s/ Oscar Thompson | |||
Name: | Oscar Thompson | |||
Title: | CEO, CFO and Head of Investor Relations |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will 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.