Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
TIM PARTICIPAÇÕES S.A. Announces the
Pro forma Results, Consolidated with TIM Celular
(December 31, 2005 and 2004)
Rio de Janeiro, February 10, 2006 -TIM Participações S.A. (BOVESPA: TCSL3 e TCSL4; e NYSE: TSU) announces the 2005 and 2004 pro forma results, consolidated with TIM Celular. For the purposes of financial analysis, and considering the corporate restructuring announced on February 1, 2006, in which all TIM Celular shares will be merged into TIM Participações, pro forma balance sheets were prepared for 2005 and 2004. The financial information below is consolidated and in reals, according to the accounting practices adopted in Brazil, and is unaudited.
TIM PARTICIPAÇÕES S.A.
Pro forma Balance Sheet under the Corporate Law (R$ Thousands)
DESCRIPTION |
2005 |
2004 |
% | |||
ASSETS |
14,952,394 | 12,827,099 | 16.6% | |||
| CURRENT ASSETS | 4,464,374 | 3,057,183 | 46.0% | |||
| Cash and cash equivalents | 1,772,600 | 918,830 | 92.9% | |||
| Accounts receivable | 2,074,426 | 1,536,794 | 35.0% | |||
| Inventories | 215,242 | 191,088 | 12.6% | |||
| Recoverable Taxes | 242,168 | 215,832 | 12.2% | |||
| Deferred income and social contribution taxes | 103,118 | 108,706 | -5.1% | |||
| Other current assets | 56,820 | 85,934 | -33.9% | |||
| NON CURRENT ASSETS | 492,471 | 469,261 | 4.9% | |||
| Related parties | 3,098 | 6,382 | -51.5% | |||
| Recoverable Taxes | 297,634 | 244,658 | 21.7% | |||
| Deferred income and social contribution taxes | 117,477 | 163,114 | -28.0% | |||
| Judicial deposits | 51,495 | 46,013 | 11.9% | |||
| Other | 22,767 | 9,094 | 150.3% | |||
| PERMANENT ASSETS | 9,995,549 | 9,300,655 | 7.5% | |||
| Investments | 8,310 | 9,890 | -16.0% | |||
| Property, plant and equipment | 9,712,315 | 8,973,504 | 8.2% | |||
| Deferred charges | 274,924 | 317,260 | -13.34% | |||
LIABILITIES |
14,952,394 | 12,827,099 | 16.6% | |||
| CURRENT LIABILITIES | 4,388,337 | 4,491,392 | -2.3% | |||
| Trade accounts payable | 34,791 | 42,535 | -18.2% | |||
| Loans and financing | 215,543 | 442,203 | -51.3% | |||
| Suppliers | 3,446,476 | 2,854,899 | 20.7% | |||
| Salaries and related charges | 94,428 | 80,661 | 17.1% | |||
| Taxes, charges and contributions | 356,970 | 262,137 | 36.2% | |||
| Related parties | 44,079 | 637,391 | -93.1% | |||
| Payable dividends and interest on shareholders' equity | 141,606 | 114,678 | 23.5% | |||
| Other | 54,444 | 56,888 | -4.3% | |||
| NON CURRENT LIABILITIES | 1,834,331 | 302,370 | 506.7% | |||
| Loans and financing | 1,654,500 | 151,259 | 993.8% | |||
| Trade accounts payable | 8,755 | - |
N.A. | |||
| Taxes, charges and contributions | 4,634 | 26,005 | -82.2% | |||
| Provision for contingencies | 157,859 | 104,326 | 51.3% | |||
| Supplementary pension plan | 3,584 | 3,697 | -3.1% | |||
| Other obligations | 4,999 | 17,083 | -70.7% | |||
MINORITY INTEREST |
- |
393,605 | N.A. | |||
| SHAREHOLDERS' EQUITY | 8,729,726 | 7,399,099 | 14.3% | |||
| Capital | 7,455,859 | 6,503,730 | 14.6% | |||
| Reserva de capital | 192,081 | - |
-20.2% | |||
| Income reserves | 1,081,787 | 895,369 | 20.8% | |||
1
TIM PARTICIPAÇÕES S.A.
Results (BR GAAP – R$ Thousands)
DESCRIPTION |
2005 |
2004 |
YTD % |
|||
| Gross Revenues | 11,232,604 | 8,175,082 | 37.4% | |||
| Telecommunications Services | 8,962,547 | 6,357,601 | 41.0% | |||
| Core | 8,378,249 | 6,079,028 | 37.8% | |||
| VAS | 584,298 | 278,572 | 109.7% | |||
| Handset sales and other revenues | 2,270,057 | 1,817,481 | 24.9% | |||
| Handset Sales | 2,270,057 | 1,817,481 | 24.9% | |||
| Discounts and deductions | (2,821,551) | (1,921,245) | 46.9% | |||
| Taxes and discounts on services | (2,167,500) | (1,446,031) | 49.9% | |||
| Taxes and discounts on handset sales | (654,051) | (475,213) | 37.6% | |||
| Net Revenues | 8,411,053 | 6,253,837 | 34.5% | |||
| Services | 6,795,047 | 4,911,570 | 38.3% | |||
| Handset and other revenues | 1,616,006 | 1,342,268 | 20.4% | |||
| Operating Expenses | (6,882,196) | (5,654,682) | 21.7% | |||
| Personal expenses | (505,431) | (401,868) | 25.8% | |||
| Selling & marketing expenses | (2,267,332) | (1,594,445) | 42.2% | |||
| Network & interconnection | (1,663,639) | (1,294,910) | 28.5% | |||
| G&A | (391,285) | (350,098) | 11.8% | |||
| Cost of Goods and Service | (1,719,768) | (1,735,221) | -0.9% | |||
| Bad Debt | (334,462) | (239,772) | 39.5% | |||
| Other operational revenues (expenses) | (279) | (38,368) | N.A. | |||
| EBITDA | 1,528,857 | 599,155 | 155.2% | |||
| EBITDA Margin | 18.2% | 9.6% | 8.6 p.p | |||
| Depreciation | (1,202,496) | (905,102) | 32.9% | |||
| Amortization | (698,857) | (553,661) | 26.2% | |||
| EBIT | (372,496) | (859,608) | -56.7% | |||
| EBIT Margin | -4.4% | -13.7% | 9.3 p.p | |||
| Other non-operational revenues (expenses) | (38,250) | 34,328 | -211.4% | |||
| Net Financial Results | (381,086) | (173,148) | 120.1% | |||
| Financial expenses | (376,591) | (250,581) | 50.3% | |||
| Net exchange variance | (185,857) | (89,174) | 108.4% | |||
| Financial income | 181,362 | 166,607 | 8.9% | |||
| Net Income before Taxes and Minorities | (791,831) | (998,428) | -20.7% | |||
| Income tax and social contribution | (133,141) | (111,398) | 19.5% | |||
| Minority interest | (21,464) | (70,113) | -69.4% | |||
| Net Income | (946,436) | (1,179,939) | -19.8% | |||
2
Note that the selected unaudited pro forma consolidated financial information included in this release, which gives pro forma effect to the merger of shares of TIM Celular with and into TIM Participações, aims at aiding you in the analysis of the financial aspects of the merger. This financial information should be read in conjunction with the other documentation and materials made available in connection with the proposed merger. Neither this pro forma financial information, nor the other available documentation and material, constitutes an offer of the securities to be issued in the merger. The issuance of the securities in the merger will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration.
The unaudited pro forma consolidated balance sheet combines the historical consolidated balance sheets of TIM Celular and TIM Participações, giving effect to the proposed merger as if it had been consummated in 2004. The unaudited pro forma consolidated statements of income for the years ended on December 31, 2005 and 2004 combine the historical consolidated statements of income of TIM Celular and TIM Participações, giving effect to the proposed merger as if it had occurred on January 1, 2004.
We have prepared the selected unaudited pro forma consolidated financial information based on available information, using assumptions that we believe are reasonable. This selected unaudited pro forma consolidated financial information is being provided for informational purposes only. It does not purport to represent our actual financial position or results of operations had the merger occurred on the dates specified, nor do they project our results of operations or financial position for any future period or date. The unaudited pro forma consolidated statements of income do not reflect any adjustments for non-recurring items or anticipated operating synergies resulting from the proposed merger. In such sense, our financial statements to be disclosed after the completion of the merger may vary in relation to the unaudited pro forma consolidated financial statements included in this release.
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TIM PARTICIPAÇÕES S.A. | ||
| Date: February 10, 2006 | By: | /s/ Paulo Roberto Cruz Cozza |
| Name: Paulo Roberto Cruz Cozza | ||
| Title: Chief Financial Officer | ||