Provided by MZ Data Products
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

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

Commission File Number 001-14491
 

 

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

TELE CELLULAR SUL HOLDING COMPANY
(Translation of Registrant's name into English)
 

Rua Comendador Araújo, 299 - 3º Andar
80420-000 Curitiba. PR, Brazil
(Address of principal executive office)
 

 

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

Form 20-F ___X___ Form 40-F _______

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

Yes _______ No ___X____


Quarterly Financial Information

Tele Celular Sul Participações S.A.

Three-months period ended September 30, 2003
With Special Review Report of the Independent Auditors

A free translation from Portuguese into English of Quarterly Financial Information prepared in Brazilian currency and in accordance with the accounting practices adopted in Brazil.


  Corporate Legislation
September 30, 2003

FEDERAL GOVERNMENT SERVICE
BRAZILIAN SECURITIES COMMISSION (CVM)
QUARTERLY INFORMATION - ITR
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES



Registration with the CVM does not imply anY ANALYSIS OF the company. company management is responsible for the accuracy of the information PROVIDED.



01.01 - IDENTIFICATION

1 - CVM CODE
01763-9
2 - COMPANY NAME
TELE CELULAR SUL PARTICIPAÇÕES S.A.
3 - National Corporate Taxpayers' Registration Number - CNPJ
02.558.115/0001-21
4 - State Registration Number - NIRE
53 3 0000572 9

01.02 - HEAD OFFICE

1 - ADDRESS
Rua Comendador Araújo, 299
2 - SUBURB OR DISTRICT
Centro
3 - POSTAL CODE
80420-000
4 - MUNICIPALITY
Curitiba
5 - STATE
PR
6 - AREA CODE
41
7 - TELEPHONE
312-6893
8 - TELEPHONE
-
9 - TELEPHONE
-
10 - TELEX
-
11 - AREA CODE
41
12 - FAX
312-6520
13 - FAX
-
14 - FAX
-
 
-
15 - E-MAIL
rcoradin@timsul.com.br

01.03 - INVESTOR RELATIONS OFFICER (Company Mail Address)

1 - NAME
Paulo Roberto Cruz Cozza
2 - ADDRESS
Rua Comendador Araújo, 299
3 - SUBURB OR DISTRICT
Centro
4 - POSTAL CODE
80420-000
5 - MUNICIPALITY
Curitiba
6 - STATE
PR
7 - AREA CODE
41
8 - TELEPHONE
312-6702
9 - TELEPHONE
-
10 - TELEPHONE
-
11 - TELEX
-
12 - AREA CODE
41
13 - FAX
312-6520
14 - FAX
-
15 - FAX
-
 
-
16 - E-MAIL
pcozza@timsul.com.br

01.04 - GENERAL INFORMATION/INDEPENDENT ACCOUNTANT

CURRENT YEAR CURRENT QUARTER PRIOR QUARTER
1 - BEGINNING 2 - END 3 - QUARTER 4 - BEGINNING 5 - END 6 - QUARTER 7 - BEGINNING 8 - END
01.01.2003 12.31.2003 3 07.01.2003 09.30.2003 2 04.01.2003 06.30.2003
9 - INDEPENDENT ACCOUNTANT
Ernst & Young Auditores Independentes S.S
10 - CVM CODE
00471-5
11 - PARTNER RESPONSIBLE
Marcos Antonio Quintanilha
12 - INDIVIDUAL TAXPAYERS’ REGISTRATION NUMBER OF THE PARTNER RESPONSIBLE
006.840.298-80

01.05 - CAPITAL COMPOSITION

Number of shares
(Thousand)
Current quarter
09.30.2003
Prior quarter
06.30.2003
Same quarter in prior year
09.30.2002
Paid-up capital
1 - Common 134,452,842 134,452,842 129,357,834
2 - Preferred 222,025,630 222,025,630 213,612,106
3 - Total 356,478,472 356,478,472 342,969,940
Treasury stock
4 - Common 0 0 0
5 - Preferred 0 0 0
6 - Total 0 0 0

01.06 - CHARACTERISTICS OF THE COMPANY

1 - TYPE OF COMPANY
Commercial, industrial and other
2 - SITUATION
Operational
3 - NATURE OF OWNERSHIP
Local Private
4 - ACTIVITY CODE
1990100 - Telecommunication
5 - MAIN ACTIVITY
Cellular Telecommunication Services
6 - TYPE OF CONSOLIDATION
Full
7 - TYPE OF REPORT OF INDEPENDENT ACCOUNTANT
Unqualified

01.07 - COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS

1 - ITEM 2 - CNPJ 3 - NAME

01.08 - DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER

1 - ITEM 2 - EVENT 3 - DATE APPROVED 4 - AMOUNT 5 - DATE OF PAYMENT 6 - TYPE OF SHARE 7 - AMOUNT PER SHARE

01.09 - SUBSCRIBED CAPITAL AND CHANGES IN THE CURRENT YEAR

1 - ITEM 2 - DATE OF CHANGE 3 - CAPITAL
(IN THOUSANDS OF REAIS)
4 - AMOUNT OF THE CHANGE
(IN THOUSANDS OF REAIS)
5 - NATURE OF CHANGE 7 - NUMBER OF SHARES ISSUED
(IN THOUSAND)
8 - SHARE PRICE ON ISSUE DATE
(IN REAIS)
01 04.17.2003 339,163 29,229 Capital reserve 13,508,532 2.1637600000

01.10 - INVESTOR RELATIONS OFFICER

1 - DATE

09.30.2003
2 - SIGNATURE

02.01 - Balance Sheet - Assets (R$ thousand)

1 – Code 2 – Description 3 – 09.30.2003 4 – 06.30.2003
1 Total assets 946,145  933,240 
1.01 Current assets 8,864  23,393 
1.01.01 Cash and cash equivalents 73  88 
1.01.01.01 Banks 55  63 
1.01.01.02 Marketable securities 18  25 
1.01.02 Receivables
1.01.03 Inventories
1.01.04 Others 8,791  23,305 
1.01.04.01 Recoverable taxes 1,550  3,624 
1.01.04.02 Deferred taxes 5,754  5,354 
1.01.04.03 Interest on shareholders’ equity 12,442 
1.01.04.04 Other current assets 1,487  1,885 
1.02 Long-term assets 1,139  1,267 
1.02.01 Other Receivables
1.02.02 Receivables from related companies 140 
1.02.02.01 Associated companies
1.02.02.02 Subsidiaries 140 
1.02.02.03 Other related companies
1.02.03 Other long-term assets 1,139  1,127 
1.02.03.01 Deferred taxes 1,093  1,072 
1.02.03.02 Other 46  55 
1.03 Permanent assets 936,142  908,580 
1.03.01 Investments 936,074  908,509 
1.03.01.01 In associated companies 7,212  8,146 
1.03.01.02 In Subsidiaries 917,017  888,122 
1.03.01.03 Others 11,845  12,241 
1.03.02 Property, plant and equipment 68  71 
1.03.03 Deferred charges

02.02 - Balance Sheet - Liabilities and Stockholders' Equity (R$ thousand)

1 – Code 2 – Description 3 – 09.30.2003 4 - 06.30.2003
2 Total liabilities and shareholders' equity 946,145  933,240 
2.01 Current liabilities 20,912  34,526 
2.01.01 Debt – current portion
2.01.02 Debentures – current portion
2.01.03 Suppliers 3,430  4,420 
2.01.04 Taxes, charges and contributions 430  3,298 
2.01.05 Dividends payable 3,079  3,198 
2.01.06 Provisions
2.01.07 Accounts payable to related companies 2,971  11,981 
2.01.08 Others 11,002  11,629 
2.01.08.01 Salaries, social charges and benefits 10,822  9,768 
2.01.08.02 Others 180  1,861 
2.02 Long-term liabilities 3,215  3,153 
2.02.01 Debt – long-term portion
2.02.02 Debentures – long-term portion
2.02.03 Provisions 3,215  3,153 
2.02.03.01 Provision for pension plan 2,966  2,921 
2.02.03.02 Provision for contingencies 249  232 
2.02.04 Accounts payable to related companies
2.02.05 Others
2.03 Deferred income
2.05 Shareholders' equity 922,018  895,561 
2.05.01 Paid-up capital 369,163  369,163 
2.05.02 Capital reserves 148,565  148,565 
2.05.03 Revaluation reserves
2.05.03.01 Own assets
2.05.03.02 Associated/subsidiary companies' assets
2.05.04 Revenue reserves 327,602  327,602 
2.05.04.01 Legal 23,795  23,795 
2.05.04.02 Statutory
2.05.04.03 Contingencies
2.05.04.04 Unrealized profits
2.05.04.05 Retention of profits
2.05.04.06 Special reserve for undistributed dividends 8,655  8,655 
2.05.04.07 Other revenue reserves 295,152  295,152 
2.05.05 Retained earnings/accumulated deficit 76,688  50,231 

03.01 - Statement of Operations (R$ thousand)

1 – Code 2 – Description 3 - 07.01.2003 to 09.30.2003 4 - 01.01.2003 to 09.30.2003 5 - 07.01.2002 to 09.30.2003 6 - 01.01.2002 to 09.30.2003
3.01 Gross revenue from goods sold and services rendered
3.02 Deductions to gross revenue
3.03 Net revenue from goods sold and services rendered
3.04 Cost of goods sold and services rendered
3.05 Gross profit
3.06 Operating expenses/income 25,868  83,165  18,204  48,401 
3.06.01 Selling
3.06.02 General and administrative (3,025) (7,281) (1,983) (5,491)
3.06.03 Financial, net 195  1,556  987  3,038 
3.06.03.01 Financial income 803  2,791  1,153  3,796 
3.06.03.02 Financial expenses (608) (1,235) (166) (758)
3.06.04 Other operating income 1,235  263  3,746 
3.06.05 Other operating expenses 736  (1,425) (501) (2,915)
3.06.06 Equity interest in income of subsidiaries and associated companies 27,962  89,080  19,438  50,023 
3.07 Operating profit (loss) 25,868  83,165  18,204  48,401 
3.08 Non-operating results
3.08.01 Income
3.08.02 Expenses
3.09 Income (loss) before taxes and participation 25,868  83,165  18,204  48,401 
3.10 Provision for income tax and social contribution 589  (6,477) 233  30 
3.11 Deferred income tax
3.12 Statutory profit sharing and contributions
3.12.01 Profit sharing
3.12.02 Contributions
3.13 Reversal of interest over shareholders’ capital
3.15 Net income (loss) for the period 26,457  76,688  18,437  48,431 
  Number of shares (thousand), excluding treasury stock 356,478,472  356,478,472  342,969,940  342,969,940 
  Net income per share 0.00007  0.00022  0.00005  0.00014 
  Net loss per share        

1. Operations

(a) History

Tele Celular Sul Participações S.A. was formed in accordance with article 189 of Law 9,472/97 – General Telecommunications Law and based on Decree 2,546/98, as a result of the split-up of Telecomunicações Brasileiras S.A. that was approved at the Shareholders' Meeting held of Telecomunicações Brasileiras S.A. on May 22, 1998.

The Company is a listed entity directly controlled by Tim Brasil Serviços e Participações (previously Bitel Participações S.A.) which has a shareholding of 52.51% of the voting capital and 22,21% of the total capital.

(b) Corporate Reorganization

On November 19, 2002, the shareholders approved the corporate reorganization process, in which all shares issued by Telesc Celular S.A. and CTMR Celular S.A., previously owned by Tele Celular Sul Participações S.A., were fully transferred to Telepar Celular S.A.

The restructuring process was performed through out the change of Telesc Celular S.A. and CTMR Celular S.A. shares by shares issued by Telepar Celular S.A., resulting in the ownership of Telesc and CTMR being assumed by Telepar. Telesc and CTMR were turned fully subsidiaries of Telepar. The new shares issued by Telepar as a result of the capital increase, were given to the shareholders of Telesc and CTMR.

On July 31, 2003 with the previous approval of ANATEL-Agência Nacional de Telecomunicações, the independent regulatory agency, the Telepar Celular S.A. and its subsidiaries Shareholders Meeting approved the Board of Directors proposal to the incorporation of the Telesc Celular S.A. and CTMR Celular S.A. equity. At the same meeting Telepar has changed its name from Telepar Celular S.A. to TIM Sul S.A.

The corporate reorganization, through out the incorporation of Telesc and CTMR, was due to the objective of the Company and its subsidiaries to create an operational integration between the subsidiaries, which will allow the sharing of the knowledge of the businesses and consequent costs reduction of maintenance of three separate entities.

As the Telepar Celular S.A. was the unique Telesc and CTMR shareholder, its equity did not increase and as consequence, the share emission, due to the fact that Telesc and CTMR equity had already been recorded in its Financial Statement. Due to the incorporation process, the Telesc and CTMR shares kept by Telepar Celular S.A. were cancelled.

(c) Company subsidiaries

The Company is the controlled ownership of Tim Sul S.A., acting in an integrated way with its subsidiary, and their operational and administrative costs are allocated based on the proportion of the benefits generated. The Company has also participation in the affiliated company Timnet.com S.A.

The subsidiary Tim Sul S.A. is a provider of mobile telephony services in the states of Paraná (except for Londrina and Tamarana), Santa Catarina and Rio Grande do Sul (only the cities of Pelotas, Capão do Leão, Morro Redondo and Turuçu)

Timnet.com S.A. was created on July 13, 2000, in order to provide internet access and related services to end users, internet hosting and other services, webdesigning, information technology and data processing services, and information technology and telecommunications consulting and technical support. The participation of the Company in Timnet.com S.A. is 20% and it is recorded as investment in affiliated companies. The Timnet.com S.A. financial statements were not consolidated into Tele Celular Sul Participações S.A., since the Company has no direct influence over Timnet administration.

(d) Technological platform

The subsidiary uses the TDMA technology in its cellular phone services and it is starting to change to GSM technology in this quarter.

(e) Migration from SMC to SMP

On December 10, 2002, the subsidiaries of the Company converted their prior concessions to provide services in the SMC – Serviço Móvel Celular, or the Cellular Communication Service (CCS), into authorizations to provide services in the SMP – Serviço Móvel Pessoal, or the Permanent Communication Service (PCS).

The migration to the authorizations of SMP, resulted in a set of regulated obligations to the telecommunication companies. These obligations include new quality services standards and the introduction of the CSP Program – Programa de Código de Seleção de Prestadora, or Telecommunication Service Provider Selection Code, which will allow the subscribers to choose the long distance carriers on a per call basis. Furthermore, the companies will have the right to determine the price of its services plans, which will subject of the ANATEL approval.

The authorized concession to the subsidiary is effective up to September 3, 2007, for Paraná State, September 30, 2008, for Santa Catarina State, and up to April 14, 2009, for Pelotas, Capão do Leão, Morro Redondo and Turuçu in the Rio Grande do Sul State. The concessions can be renewed in successive periods of 15 years, in an onerous basis.

2. Basis of Presentation of the Quarterly Financial Information

(a) Disclosure and issuance criteria

The parent company and consolidated quarterly financial information were prepared in accordance with the accounting principles adopted in Brazil and in conformity with accounting requirements and procedures established by the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM), and the rules applicable to concessionaires of telecommunications public services.

Tele Celular Sul Participações S.A. is a publicly trade Company and has American Depository Receipts trade in the New York stock market. Based on that, it is subjected to the rules of the Security Exchange Commission (SEC) and shall also based on accounting principals generally accepted in the United States of America (US GAAP). According to the SEC rules and aiming to provide information to the public, the Company simultaneously prepares information in Reais in Portuguese and in English.

(b) Consolidated Quarterly Financial Information

The consolidated quarterly financial information includes consolidated assets, liabilities and result of operations of the Company and its subsidiary.

The description of main consolidation procedures is as follows:

I. Elimination of assets and liabilities balances between the controlled consolidated subsidiary;
II. Elimination of investments, reserves and retained earnings of the subsidiary;
III. Elimination of revenues and expenses generated by transactions between the companies;
IV. Disclosure of the minority interest participation in the consolidated quarterly information.

3. Summary of Significant Accounting Principles

The significant accounting practices adopted in the preparation of the quarterly information of the Company and its subsidiary are consistent with those in the preceding periods and are summarized below:

(a) Marketable securities

Represent transitory investments and are recorded at cost, plus interest incurred up to the quarterly information date.

(b) Trade accounts receivable

The amount represents services and products billed to customers, unbilled services rendered to customers, as well as amounts arisen from the use of the Company’s telecommunications networking by subscribers of other telecommunication companies.

The allowance for doubtful accounts is recorded based on an analysis prepared by management which considers the customer base profile, the aging of overdue accounts and the overall economic environment. Management believes the provision amount is considered sufficient to cover estimated losses of the receivables.

(c) Inventories

Inventories primarily include cellular handset equipment which are stated at average acquisition cost net of the provisions for realization value adjustment, whenever applicable.

(d) Investments

Represent the permanent investments in subsidiary and affiliated company and the goodwill of the additional shares acquired from TIM Sul S.A. The ownership in the subsidiary and affiliated is recorded based on equity. The accounting practices adopted by the subsidiary and affiliated company are consistent to the ones adopted by the Company.

(e) Property, plat and equipment

These are stated at purchase and/or construction cost, net of accumulated depreciation calculated on the straight-line method at the rates shown in Note 12, which take into consideration the useful lives of the assets.

Interest on loans to finance constructions in progress is added to their cost, in accordance with CVM Resolution 193/96.

The Company’s management reviews property, plant and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset or group of assets may not be recoverable, in order to record an impairment allowance for such assets.

(f) Deferred charges

Represent expenses incurred in connection with the implementation of data processing systems, net of accumulated amortization calculated according to the straight-line method over five years. Such costs represent direct developments costs associated with internal-use software, including external direct costs of materials and services, and payroll costs for employees devoting time to the software projects. Maintenance and training costs are expenses as incurred.

(g) Income tax and social contribution

These are calculated and recorded based on the effective tax rates prevailing on the date of the Quarterly Information. Deferred taxes are recorded on timing differences and on tax losses and negative social contribution bases, when applicable. Based on the Brazilian Tax Legislation, the fiscal losses related to income taxes and negative social contribution bases have no prescription time, and may be used to compensate future taxable income up to a limit of 30% of such taxable income.

Based on the business plan for the next years and on the implemented restructuring process, as described in Note 1.b, management expects the deferred tax credit recorded by the subsidiary Tim Sul S.A. be realized in 4 years.

(h) Foreign currency transactions

Transactions in foreign currency are recorded at the exchange rate at the date of the transaction. Foreign currency denominated assets and liabilities are translated into Brazilian Reais at the commercial selling exchange rate reported by the Central Bank of Brazil at each balance sheet date. Exchange gains and losses are recognized in the consolidated statement of income on a current basis.

(i) Provision for contingencies

The provision for contingencies is recorded based on estimates made by management taking into consideration the opinion of its in-house and external legal council, and is considered sufficient to cover losses and risks classified as probable.

(j) Provision for compensated absences

Vacations and other employee benefits are recorded as the employees earn them.

(k) Revenue recognition

Wireless services revenue primarily includes monthly recurring charges (subscriptions), airtime (usage of telephone), and roaming charges. Wireless services revenue is recognized based upon minutes of use processed and contracted fees, net of credits and adjustments for services discounts. Billings are monthly recorded and the revenues not billed between the billings date and the end of the month are estimated and recognized in the month the service was rendered. Revenues from prepaid services are recognized when the services are rendered to customers. Revenue and related expenses associated with the sale of wireless handsets and accessories are recognized when the products are delivered and accepted by the customer or distributor.

(l) Financial income (expenses)

Financial income consists of interest earned, exchange gains and gains from financial investments. Financial expenses include interest expense, exchange losses, and gain/losses on swaps contracts, which are recognized on an accrual basis.

(m) Employees’ bonus performance premium

As the operating targets are met, the Company records a provision for employees bonus performance premium, subjected to approval by the Annual General Meeting of Shareholders. Such expenses are recorded as “general and administrative expenses”.

(n) Minority interest

The minority interest corresponds to the interest of the minority shareholders in the Company.

(o) Use of estimates

The preparation of the quarterly information in accordance with accounting principles adopted in Brazil requires management to use estimates and assumptions concerning the amounts of recorded assets and liabilities and the disclosures of contingent assets and liabilities at the balance sheet date, as well as the estimation of revenues and expenses for the period. The actual results may differ from those estimates.

4. Marketable securities

On 30, September, the consolidated amount of marketable securities is the following:

Consolidated
 
  09/2003 06/2003
 

Banco do Brasil S.A. 499,478  428,080 
Unibanco S.A. 31,814  30,078 
HSBC Bank 19,187  43,814 
Citibank S.A. 9,003  15,769 
Banco Santander 12,710  11,819 
Banco Votorantim 2,256  2,135 
Banco Real S.A. 930 
Bank Boston S.A. 4,046  268 
 

  578,494  532,893 
 

These are financial investments through Banco do Brasil S.A., in Federal Government securities and banking deposits certificates (CDB), with average interest of 104% of the Interbank Deposit Certificate (CDI) rate. The maturity date is between 2003 and 2005. However, the investments can be released at any time, without any losses in relation to the interest already recognized.

5. Accounts receivable

Consolidated
 
  09/2003 06/2003
 

Services billed 41,675  42,825 
Unbilled services 41,923  39,999 
Network usage 47,746  38,026 
Sales of equipments 60,071  56,461 
 

  191,415  177,311 
Allowance for doubtful account (9,576) (9,912)
 

  181,839  167,399 
 

Aging list
Not due amounts 167,078  150,193 
Past due amounts
Up to 60 days 14,373  16,372 
Aging list
Over 60 days 9,964  10,746 

5. Accounts receivable - continued

The changes in the allowance for doubtful accounts were as following:

  09/2003 06/2003
 

Beginning balance (9,912) (9,192)
Provision debited as selling expenses (720)
  336 
 

Ending balance (9,576) (9,912)
 

6. Inventories

Consolidated
 
  09/2003 06/2003
 

New handsets, accessories, cards and kits 12,460  8,275 
Used handsets 1,358  1,655 
Provision for realization value adjustment (1,025) (1,319)
 

  12,793  8,611 
 

7. Recoverable Taxes – current and long term

  Parent Company Consolidated
 

  09/2003 06/2003 09/2003 06/2003
 



Recoverable taxes
Income tax
Prepayments 432  11,181  11,535 
Withholding tax on financial investments 126  1,428  6,936  7,288 
Withholding tax on interest over shareholders’ capital 833  2,196  833  9,503 
Social Contribution
Prepayments 159  3,762  7,918 
VAT State (ICMS) 11,748  10,557 
PIS 32  445 
 



  1,550  3,624  34,492  47,246 
 



Current 1,550  3,624  29,611  42,536 
Non-current receivables 4,881  4,710 

8. Deferred Taxes – current and long term

  Parent Company Consolidated
 

  09/2003 06/2003 09/2003 06/2003
 



Deferred taxes        
Loss carryfowards 4,788  4,689  57,962  62,270 
Timing differences
Exchange loss variation
Allowance for doubtful accounts 3,450  4,183 
Amortization related to goodwill paid on privatization 4,504  4,504 
Provision for contingencies 84  79  3,454  3,365 
Employees bonus performance premium 966  665  1,191  802 
Provision for pension plan 1,009  993  1,008  993 
Provision for reduction to market value of inventories 348  448 
Depreciation of lended handsets 4,766  3,846 
Tax benefit related to goodwill paid on privatization 122,136  128,454 
 



Total 6,847  6,426  198,819  208,865 
 



Current 5,754  5,354  49,538  51,313 
Noncurrent 1,093  1,072  149,281  157,552 

At September 30, 2003, the Company and its subsidiary Telepar Celular S.A. had consolidated operating loss carry-forwards totaling R$170,551 and R$170,656 for income tax and social contribution purposes, respectively. The loss carry-forwards have no expiration date and are available to offset up to 30% of the Companies’ future taxable income in given year.

The tax benefit related to goodwill paid on privatization is related to the future tax benefit arisen from de restructuring plan approved by the Extraordinary Shareholders General Meeting at June 30, 2000. In that date the goodwill paid by the shareholders in the privatization process was transferred to Tele Celular Sul Participações S.A. and its subsidiary. The counter-entry to the recognition of the tax benefit balance is recognized directly in shareholders equity as a capital reserve and is being amortized with rates and amounts calculated based on the estimated future profitability and in the length time of the concessions, which will terminated in 2008. The goodwill amortization was recorded as “Other operating expenses”. As of September 30, 2003, R$18,870 (R$20,273 at September 30, 2002) related to such goodwill were realized. Also under the terms of the restructuring, the effective tax benefit realized in each fiscal year will subsequently be capitalized in the name of the controlling shareholder, and minority shareholders are ensure the right to preference in the acquisition of a proportional amount of new capital from the controlling shareholder. The capital reserve recorded by the Company represents its rights to the future capitalizations. (see note 21-b).

8. Deferred Taxes – current and long term – continued

Based on projections made by the Company, the deferred tax assets (long term) will be realized as follows:

  Parent company Consolidated
 

  09/2003 09/2003
 

2004 1,093 18,864 
2005 - 38,538 
2006 - 38,538 
2007 - 38,538 
2008 - 14,803 
 

  1,093 149,281 
 

9. Related parties transactions

  TIM Sul S.A. 
 
Assets
 
Dividends and interest on shareholders’ equity
09/2003
06/2003 12,442 
 
Liabilities
 
Loans - current
09/2003 2,971 
06/2003 11,981 
 
Other information
 
Financing revenues
09/2003 1,125 
09/2002 95 
 
Financing expenses
09/2003 (775)
09/2002 (26)
 
Administrative services distributed
09/2003 36,871 
09/2002 25,902 

9. Related parties transactions - continued

  Consolidated X Subsidiaries
 
  Tele Nordeste Partic. S.A. Maxitel Celular S.A. TIM Celular S.A. TIM Brasil
S.A.
Total
 




Assets          
 
Other credits
09/2003 11  10  345  771  1,137 
06/2003 52  43  95 
 
Liabilities
 
Other liabilities
09/2003 13  13  113  527  666 
06/2003 51  67  28  146 
 
Other information
 
Financing revenues
09/2003 10  12 
09/2002 136  144 
 
Other revenues
09/2003 342  288  630 
09/2002 478  4,540  5,018 
 
Cost of services – selling expenses
09/2003 (385) (417) (98) (900)
09/2002 (381) (300) (681)

The Company operates in an integrated way with its subsidiary and the normal costs of their operational and administrative structure are allocated to the subsidiary based on the proportion of the benefits generated, which amounts are demonstrated as administrative services distributed. In the Company’s income statements, such amounts are allocated in different expenses and costs accounts.

The related parties transactions were made using usual market conditions, and mainly summarize loans to affiliates and subsidiaries, with annual interest rates of 101.2% of the Brazilian Interbank rate, as well as corporate, operating and administrative costs allocation.

10. Judicial deposit (consolidated)

At September 30, 2003, the judicial deposits of R$12,007 (R$11,944 – 06/2003), represent mainly the lawsuit questioning the ICMS (VAT State) Agreement 69/98. The Company, based on its legal advisor opinion, believes that will win this cause; therefore it did not constitute a contingency reserve for this amount.

11. Investments

  09/2003 06/2003
 

Investments
Subsidiary 917,017  888,122 
Affiliated 7,212  8,146 
Other 11,845  12,241 
 

  936,074  908,509 
 

a) Information of investments in the subsidiaries

  TIM Sul S.A
 
Number of shares (in thousands)
Common 6,732,144 
Preferred 8,261,952 
Interest in the capital 81.32%
Shareholders’ equity 1,093,539 
Net income of the period 114,491 

11. Investments - continued

b) Changes in the investments in the subsidiaries

  09/2003
 
Investment at 12/31/2002 848,960 
Interest on shareholders’ equity (23,989)
Equity result 92,046 
 
Investment at 09/30/2003 917,017 
 

12. Property, Plant and Equipment - Consolidated

    09/2003 06/2003
   

  Annual depreciation rate% Cost Accumulated depreciation Net value Net value
 




Automatic commutation equipment (switches) 14.29 252,332  (127,596) 124,736  115,199 
Automatic transmission equipment 14.29 828,010  (534,853) 293,157  307,329 
Lended handsets 5.00 30,132  (22,567) 7,565  7,964 
Network infrastructure 33.33 171,590  (74,705) 96,885  95,827 
Software and hardware 20.00 46,639  (25,200) 21,439  22,508 
Others 10.00 7,935  (4,580) 3,355  3,452 
Intangible assets 20.00 37,262  (15,822) 21,440  20,505 
Use license 20.00 17,557  (944) 16,613 
   



Property, plant and equipment   1,391,457  (806,267) 585,190  572,784 
Construction in progress   22,319  22,319  17,690 
   



TOTAL   1,413,776  (806,267) 607,509  590,474 
   



(a) Interest capitalization

During the nine months period ended September 30, 2003, it was capitalized in Property, Plant and Equipment an amount of R$1,102 (R$495 in the six months period ended June 30, 2003) related to financing of debt transactions contracted to finance certain assets in construction.

12. Property, Plant and Equipment – Consolidated - continued

(b) Leases

The Company leases equipment and facilities under many operating agreements with different terms, which can be terminated without cost. During the nine months period ended on September 30, 2003 and 2002 the consolidated lease expenses under those agreements were R$6,004 and R$5,457, respectively.

(c) Recoverability of property, plant and equipment

As described in Note 1-d, the Company and its subsidiary starting the implementation of the GSM technology in their networking during the second semester of 2003, in addition to the actual TDMA technology. As both, TDMA and GSM technology will be used together by the Company, none adjustment to the Company’s assets was considered necessary, as a result of the introduction of the new GSM technology.

(d) Use license

At July, 2003 the Company acquired the grant of Radiofrequence blocks of use authorizations of the Grant General Plan sections – PGO, associated at the service authorization of the SMP – Personal Movel Service.

The authorization is valid during the period of the render service of the SMP – Personal Movel Service, as described at the note “1-d”, that is the period of this assets amortization.

The liability amount of this grant will be subjected to the IGP-DI (Índice Geral de Preços – Disponibilidade Interna) fluctuation, from the Grant Term date until the payment date, if the payment will be made until twelve month of the Grant Term, added of simple interest of the 1% (one per cent) per month. The liability is recorded in the current liability as Use License.

13. Deferred charges (consolidated)

  09/2003 06/2003
 

Software development costs 91,703  91,703 
Accumulated amortization of software development costs (52,414) (47,891)
 

  39,289  43,812 
 

14. Accounts payable

  Parent Company Consolidated
 

  09/2003 06/2003 09/2003 06/2003
 



Suppliers 3,430  4,420  95,022  99,820 
Network usage service 14,278  14,560 
 



  3,430  4,420  109,300  114,380 
 



15. Debt – Consolidated

  09/2003 06/2003
 

Foreign currency - United States dollars
Supplier - Subject to exchange variation and interest from 6.61% to 7.3% p.a. These 2,438  2,165 
transactions were swapped to CDI.
 
Eximbank – refers to a direct financing with the Export and Import Bank of the United 21,426  31,529 
States (EXIMBANK), subject to exchange variation and interest of 7.03% p.a. This
transaction was swapped to CDI.
 

  23,864  33,694 
Local currency
BNDES – Banco Nacional de Desenvolvimento Econômico e Social. The financing is 61,620  64,624 
comprised by 69% subjected to the TJLP rate (12.00% p.a) plus spread of 4% p.a. The
remaining 31% is updated based on a mix of indexes (8.34% p.a.), plus spread of 4% p.a.    
This financing was swapped to CDI.
 

  61,620  64,624 
 
Total debt 85,484  98,318 
 

Current portion 41,905  41,039 
Long-term liabilities 43,579  57,279 

15. Debt – Consolidated - continued

Maturity dates 09/2003
 
2004 5,001 
2005 19,376 
2006 18,721 
2007 481 
 
  43,579 
 

The BNDES loans are subject to certain covenants covering EBITDA margin, debt coverage, coverage of net financial expenses and indebtedness. The Company was in compliance with all the restrictive clauses at September 30, 2003.

16. Debentures

In 2000 TIM Sul S.A. issued 20,000 debentures, non-convertible in stock, that were paid on October 2, 2003.

17. Salaries and related charges

  Parent Company Consolidated
 

  09/2003 06/2003 09/2003 06/2003
 



Salaries 1,279  1,193  1,681  1,586 
Social charges 6,022  6,030  7,291  7,252 
Other labor benefits 681  587  818  676 
Employees bonus performance premium 2,840  1,958  3,501  2,362 
 



  10,822  9,768  13,291  11,876 
 



18. Taxes and contributions payable – current and non-current

  Parent Company Consolidated
 

  09/2003 06/2003 09/2003 06/2003
 



Income tax 308  1,875  2,744  1,875 
Social contribution tax 112  699  1,011  1,570 
ICMS 117,391  117,396 
PIS 255  584  1,505 
COFINS 469  3,632  5,353 
Fistel Fee 643  501 
FUST 395  415 
FUNTTEL 197  208 
Other 120  22 
 



  430  3,298  126,717  128,845 
 



Current portion 430  3,298  65,148  64,393 
Long-term liabilities 61,569  64,452 

Maturity dates 09/2003
 
2004 4,684 
2005 30,394 
2006 18,362 
2007 8,129 
 
  61,569 
 

The subsidiary Telepar Celular S.A. has a tax benefit of postponing 48 months the ICMS (State VAT) to be paid, which is updated on UP/PR, and that was given by the Paraná State government in a program called “Programa Paraná Mais Emprego”.

19. Contingencies provision

  Parent Company Consolidated
 

  09/2003 06/2003 09/2003 06/2003
 



Labor 182  165  2,568  2,565 
Fiscal 41  29 
Civil 67  67  7,555  7,304 
 



  249  232  10,164  9,898 
 



There is no provision accrued for all those cases in which the Company’s legal advisors believe that the Company is going to succeed, including the lawsuit questioning the ICMS (VAT State) as mentioned in Note 10.

Civil claims

The provision for civil claims represents claims filed by former customers in connection with billing disputes.

Labor claims

The provision for labor claims represents management's estimate of probable losses in relation to the various suits filed by former employees.

Fiscal claims

The provision for civil claims represents different interpretation by the Fiscal Law, in which management estimates the tax authorities can obtain success.

20. Pension Plan

The Company is sponsoring a defined benefits pension plan to a group of employees from the former Telebrás system, under the administration of the Fundação Sistel de Seguridade Social – Sistel, as the result of the legal provisions established at the time of privatization of that company in July 1998.

20. Pension Plan -- continued

Considering that in 1999/2000, the sponsors of the plans administered by SISTEL had already negotiated conditions for the creation of individualized retirement plans for each sponsor, maintaining the joint and several aspect only for the participants already assisted under such condition at January 31, 2000, the Company, during the year 2002, as occurred with other companies originating from the former Telebrás System, started the actions for the formatting of a Defined Contribution Plan, which would meet the most modern standards of social security practices in the private sector and that would permit a migration possibility to the employees linked to SISTEL.

On November 13, 2002, through Notification 1,917 CGAJ/SPC, the Secretary of Complementary Pension approved the new pension plan, from now on called Regulations of the Benefit Plan TIMPREV, in the Defined Contribution modality, providing new conditions for the granting and maintenance of benefits, as well as the rights and obligations of the Plan Administration Entity, the Sponsors, the Participants and their respective beneficiaries.

The majority or 90% of the participants of the prior plans migrated to the new plan up to January 29, 2003, which was dead line for the migration to the new plan.

In the new modality, the normal contribution of the sponsor corresponds to 100% of the basic contribution of the participant, while the administration entity of the TIMPREV will assure, as per the terms and conditions of the approved regulations, the benefits listed below, not assuming the responsibility for granting any other benefit even if the official social security grants it to its beneficiaries:

As successor in the partial spin-off of Telecomunicações do Paraná S.A. – TELEPAR, the Company sponsors the supplementary pension plan established in 1970 under a Collective Agreement ratified by the Atypical Contractual Relationship Agreement entered into by the Company and labor unions representing the then existing professional categories.

Considering the nature of the granted benefits, based on the new pension plan (TIMPREV), none actuarial liabilities were recorded on September 30, 2003. During the nine months period ended on September 30, 2003, the consolidated and Company’s expenses related to TIMPREV totaled R$17.

21. Net equity - Company

(a) Capital

The Company is authorized to increase its capital, through approval by a shareholders’ meeting, up to the limit 700 billion of common or preferred shares, without the need to maintain the proportion between the shares, but keeping the legal limit of 2/3 (two thirds) for issuing preferred shares without voting rights.

The limit to increase the Company’s capital will be increased based on approval of an Extraordinary General Meeting, when the capital was fully utilized or when the difference between such limit and the subscribed capital was not sufficient to guarantee the capitalization plan for the year.

On March 18, 2003, the Shareholders’ Meeting approved a capital increase of R$29,229, through the issuing of 5,095,007,583 common shares and 8,413,524,457 preferred shares with no par value on behalf of Bitel Participações S.A. This capital increase was made using the tax benefit from the goodwill amortization due to the partial spin-off of Tele Celular Sul Participações S.A., as permitted by CVM Instruction No.319/99, Article 7, Paragraph 1.

At the same Sharehoders’ Meeting, it was approved a capital increase of the Company, without issuance of new shares, based on the exceeding resources remaining from the retained income account and income reserves in amount of R$15,000 and also R$268, related to a goodwill reserve not used, totaling R$15,268.

At September 30, 2003, capital was represented by the following shares with out nominal value:

  Common 
Preferred
Total 
Quantity (in million of shares) 134,453  222,025  356,478 
Amount (R$) 139,237  229,926  369,163 

The preferred shares are non-voting except under limited circumstances and are entitled to a preferential, noncumulative, 6% dividend based upon their nominal capital value and to priority over the common shares in the case of liquidation.

The preferred shareholders can alternatively receive dividend per share corresponding to 3% of net equity per share, whenever the established dividend in accordance with this criterion is higher than the dividend calculated in accordance with the prior criterion, described in the preceding paragraph.

21. Net equity – Company -- continued

(b) Capital reserve – special goodwill reserve

This reserve was generated by the corporate restructuring implemented in 2000 (see note 8). A portion of this reserve which corresponds to the benefit for the year can be, at the end of each fiscal year, capitalized in favor of the majority shareholder with the issuing of new shares. The respective capital increase should respect the preference of the minority shareholders, in the proportion of its participation, by species and class of shares at the time of issuance. The amounts paid for exercising this right will be paid to the majority shareholder, in accordance with the Instruction CVM 319/99.

(c) Legal reserve

Brazilian companies are required to appropriate 5% of their annual net income to a legal reserve until that reserve equals 20% of paid-up share capital, or 30% of nominal paid-up share capital plus capital reserves; thereafter, appropriations to this reserve are not compulsory. This reserve can only be used to increase capital or offset accumulated losses.

(d) Dividends

The dividends are being calculated in accordance with the Company’s by Laws and with Brazilian Corporate Law.

According to the Company’s by Laws, the Company should distribute as minimum dividends at each fiscal year ending December 31, considering there are available funds for distribution, a total amount equivalent to 25% of the adjusted net income.

(e) Special reserve for dividends

During 2001, the Shareholders Meeting approved the proposal made by management for the formation of a reserve for dividends payable in the amount of R$19,257, referring to the portion of dividends declared based on the balance sheet at December 31, 2001, with the objective of preserving the economic and financial equilibrium of the Company and concurrently satisfying the needs of relevant investments to meet demand.

At March 18, 2003 the Shareholders Meeting, based on the Company’s management proposal to the distribution of the net income for the year ended December 31, 2002, approved the realization of part of the special reserve for dividends in the amount of R$10,602, leaving a remaining portion of R$8,655 to be realized in the future.

21. Net equity – Company -- continued

(f) Income reserve for expansion

This reserve is constitute as determined by Instruction CVM 59/86 to be used in the expansion of the Company’s networking.

(g) Stock option plan

Considering the paragraph 3 of article 168 of Law 6,404/76, the Company can deliberate option to acquire shares to its executives, employees and services providers to the Company or subsidiaries, based on a plan approved by the Shareholders Meeting.

At May 2 2001, the Company shareholders approved an employee stock option plan, with the following objectives:

i) to retain the services and advice of key employees, upon whose judgment, initiative and efforts the Company depends; ii) to make available to key employees certain compensatory arrangements based on market value increase; and iii) to align generally the interests of key employees and the interests of shareholders.

The Board of Executive Officers may authorize future capital increases, within the limit of the authorized capital, with the issuance of preferred shares for the benefit of the directors and key officers. The amount of shares that may be issued under the stock option plan is limited to 1.5% of the Company’s capital stock on May 2, 2001.

The option exercise price per 1,000 Preferred Shares was set at R$4.27, the closing price of 1,000 Preferred Shares at the São Paulo Stock Exchange (“Bovespa”), on May 2, 2001. The stock option plan has a four-year term and will expire in 2005. No option may be exercised after four years from the date it was granted.

The options may not be exercised before one year from the date they are granted. The exercise of the option may occur in the end of the fourth year after the granted date, but can be accelerated depending upon the achievement of certain results, which are based on certain EBIT (earnings before interest and taxes).

Up to September 30, 2003, none option granted to the Company’s key employees was exercised. At September 30, 2003, the closing price per 1,000 preferred shares was set as R$2.71 (R$2.38 at June 30, 2003) at the São Paulo Stock Exchange, which price was lower than the option exercise price per 1,000 preferred shares at the granted date.

22. Statement of Changes in Shareholders’ Equity for the Period

Balance at December 31, 2002 845,330 
Net income for the period 76,688 
Balance at September 30, 2003 922,018 
Net equity book value per thousand of shares (in Reais) 2,59 

23. Net Operating Revenue

  Consolidated
  09/2003
09/2002
Revenues from telecommunication services
Subscriptions 168,025  146,651 
Usage 328,344  314,362 
Long distance 18,480 
Use of network 291,434  256,384 
Other services 33,344 
5,669 
  839,627  723,066 
 
Sale of products 152,556 
103,833 
Gross revenues 992,183  826,899 
 
Deduction from Gross revenues
Taxes (189,110) (155,244)
Discounts (33,942) (30,999)
Other (45)
(1,313)
  (223,097)
(187,556)
  769,086 
639,343 

24. Cost of Services Rendered and Goods Sold

  Consolidated
  09/2003
09/2002
Salaries and social contribution charges (6,984) (6,860)
Third-party services (22,986) (12,528)
Interconnection (112,005) (96,396)
Depreciation and amortization (126,209) (122,615)
Cost of goods sold (139,994) (93,553)
Other (1,017)
(740)
  (409,195)
(332,692)

25. Selling Expenses

  Consolidated
  09/2003
09/2002
Salaries and social contribution charges (17,039) (15,198)
Third-party services (84,129) (69,488)
Allowance for doubtful accounts and provision for losses (15,547) (23,659)
Fistel (21,706) (17,532)
Depreciation and amortization (10,330) (10,148)
Other (2,384)
(549)
  (151,135)
(136,574)

26. General and Administrative Expenses

  Parent Company
Consolidated
  09/2003 
09/2002 
09/2003 
09/2002 
Salaries and social contribution charges (4,312) (3,802) (16,748) (14,703)
Third-party services (1,674) (1,548) (33,950) (23,539)
Depreciation and amortization (11) (12) (21,166) (16,021)
Other (99)
(129)
(5,563)
(4,401)
  (6,096)
(5,491)
(77,427)
(58,664)

During the nine-months period ended September 30, 2003, the Company and subsidiary paid R$1,724 (R$1,749 at September 30, 2002) to management members.

27. Other Operating Income

  Parent Company
Consolidated
  09/2003 
09/2002 
09/2003 
09/2002 
Fine over telecommunication services       2,638  2,629 
Reversion of the Provision for reduction to market value inventory     -- 615
Others 1,235 
3,746 
5,004 
11,786 
  1,235 
3,746 
7,642 
15,030 

28. Other Operating Expenses

  Parent Company
Consolidated
  09/2003 
09/2002 
09/2003 
09/2002 
Expenses        
  PIS/COFINS over interest on shareholders’ equity (1,116) --  (4,604) -- 
  Taxes and contributions (176) (123) (5,790) (937)
  Amortization of goodwill --  (1,321) (18,971) (20,273)
  Provision for contingencies (113) --  (1,215) (2,841)
  Other (1,205)
(1,471)
(3,128)
(3,683)
   (2,610)
(2,915)
(33,708)
(27,734)

29. Income Tax and Social Contribution

The provision for income tax is calculated at the rate of 15%, plus an additional 10% on taxable income. The provision for social contribution is calculated at the rate of 9% on income before income tax, adjusted in accordance with current tax legislation.

The current and deferred income tax and social contribution are comprised as follows:

  Parent Company
Consolidated
  09/2003 
09/2002 
09/2003 
09/2002 
Current income tax (4,649) 501  (17,626) (16,174)
Current social contribution (1,699) 187  (6,458) (5,810)
Deferred income tax (94) (444) (3,549) 2,913 
Deferred social contribution (35)
(214)
(1,280)
(1,082)
  (6,477)
30 
(28,913)
(20,153)

29. Income Tax and Social Contribution -- continued

Reconciliation of the taxes recorded in the income statement is as follows:

  Parent Company
Consolidated
  09/2003 
09/2002 
09/2003 
09/2002 
Income tax
  Income before taxes 83,165  48,401  126,988  79,147 
  Interest on shareholders’ equity received 23,989  --  (104,500)
  Interest on shareholders’ equity paid --  --  98,989 
  Equity result (89,080)
(50,023)
4,024 
4,617 
 
  Basis of calculation 18,074  (1,622) 125,501  83,764 
 
  Standard rate - 25% (4,519) 405  (31,376) (20,941)
 
  Permanent differences
     Goodwill amortization (297) (330) 8,896  8,867 
     Others 73 
(18)
1,305 
(1,188)
  (224) (348) 10,201  7,679 
  (4,743)
57 
(21,175)
(13,262)
 
Social contribution
  Income before taxes 83,165  48,401  126,988  79,147 
  Interest on shareholders’ equity received 23,989  --  (104,500)
  Interest on shareholders’ equity paid --  --  98,989 
  Equity results (89,080)
(50,023)
4,024 
4,617 
 
  Basis of calculation 18,074  (1,622) 125,501  83,764 
 
  Standard rate - 9% (1,627) 146  (11,295) (7,539)
 
  Adjustment of rate (9% to 8% in 2002)          (2,131)
 
  Permanent differences
        Goodwill amortization (107) (119) 3,203  3,192 
        Others -- 
(54)
354 
(413)
  (107) (173) 3,557  2,779 
  (1,734)
(27)
(7,738)
(6,891)
 Total income tax and social contribution (6,477)
30 
(28,913)
(20,153)

30. Financial Instruments

The Company and its subsidiary carry out operations involving financial instruments with the aim of reducing risks relating to market, foreign exchange and interest rates. Such risks are controlled through specific policies, the establishment of operating strategies and limits, and other techniques for monitoring the positions.

The estimated market value of the financial instruments, primarily cash and cash equivalents, trade accounts receivable, and short-term financing instruments, approximates its book value because of the short maturity of those instruments.

On September 30, 2003, the Company and its subsidiary invested their financial resources mainly in investments backed by Certificados de Depósito Interbancário (CDIs - Interbank Deposit Certificates), recorded as Marketable Securities. There are no financial assets indexed to a foreign currency.

The estimated fair value of long-term loans and financings are based on interest rates as of September 30, 2003 for transactions with similar characteristics, as below.

  Book
Value

Market
Value

 
Long-term loans and financing and debentures 309,380  309,888 

(a) Loans and financing

Fair values of loans and financing demonstrated above are determined based on future cash flow and interest rates applicable to similar transactions, in same conditions and risks or based on the market quotations for such operations. The total liabilities denominated in United States dollars totaled R$23,864 (R$33,694 at June 30, 2003).

In addition to those financial instruments, the subsidiary Tim Sul S.A. has Swap Contracts between US Dollars and mix of currencies (BNDES) to CDI, in the amount of R$2,870 (R$5,494 on June 30, 2003), with due dates between 2003 and 2007. On September 30, 2003, the Company had a loss in its Swap agreements in the amount of R$20,435 (R$17,238 on June 30, 2003), which was recorded as financing expenses and a contra account of loans and financing.

(b) Limitations

The market values were estimated at a certain period, based on significant market information. Changes in assumptions may affect significantly the estimates presented.

30. Financial Instruments -- continued

(c) Risk factors

The risk factors affecting the Company’s instruments are the following:

(i) Exchange and interest rates risk

The exchange and interest rates risk relate to the possibility of the Company computing losses resulting from fluctuations in exchange and interest rates, thus increasing debt balances of loans obtained in the market and the corresponding financial charges. In order to mitigate this kind of risk, the Company carries out hedge contracts with financial institutions.

At September 30, 2003, a portion of Company loans was denominated in U.S. dollars and 100% of the loans were covered by hedge contracts. The income or loss resulting from these hedge contracts is charged to operating results. The Company is also a part in agreements that allow it to effectively pay interest at fixed rates on some of its debts contracted in variable interest rates.

(ii) Credit operating risk

The risk is related to the possibility of the Company computing losses originating from the difficulty of collecting the amounts billed to customers, which are represented by traders of prepaid telephone cards and distributors of cellular equipment. In order to have this risk reduced, the Company performs credit analyses to assist the risk management in respect to collection problems and monitors the accounts receivable from subscribers, blocking the telephony ability in case customers do not pay their bills. With respect to distributors, the Company maintains individual credit limits, based on potential sales analysis, risk history and risk with collection problems. The Company generally does not require collateral from its customers.

(iii) Credit risk related to the sale of telephone sets

The Company’s policy for the sale of telephone sets and distribution of prepaid telephone cards is directly related to the risk of credit levels accepted during the normal course of business. The selection of partners, the diversification of the accounts payable portfolio, the monitoring of loan conditions, the positions and limits of requests established for traders, the constitution of real guarantees are procedures adopted by the Company to minimize possible collection problems with its commercial partners.

30. Financial Instruments -- continued

(iv) Financial credit risk

The risks related to the possibility of the Company computing losses originating from the difficulty in realizing its short-term investments and hedge contracts. The Company and its subsidiaries minimize the risk associated to these financial instruments by investing in well-reputed financial institutions.

There is no concentration of available resources of work, service, concessions or rights that have not been mentioned above that could, if eliminated suddenly, severely impact the operations of the Company.

31. Insurance coverage

As of September 30, 2003, the Company presents insurance cover against fire and various risks for the inventories and fixed assets, based on amounts considered sufficient to cover eventual losses, considering management assessment of the risks and amounts involved.

A free translation from Portuguese into English of Quarterly Financial Information prepared in Brazilian currency and in accordance with the accounting practices adopted in Brazil.

 

Corporate Legislation
June 30, 2003


FEDERAL GOVERNMENT SERVICE
BRAZILIAN SECURITIES COMMISSION (CVM)
QUARTERLY INFORMATION - ITR
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES

01 - IDENTIFICATION    
1 - CVM CODE 2 - COMPANY NAME 3 - National Corporate Taxpayers' Registry - CNPJ
0176-9 Tele Celular Sul Participações S.A. 02.558.115/0001-21

05.01 - Comments on Company Performance

See “08.01- Comments on the consolidated company performance in the quarter.”

06.01 - Consolidated Balance Sheet - Assets (R$ thousand)

06.01 – CONSOLIDATED BALANCE SHEET (In Thousands of Reais)

1 – Code 2 – Description 3 – 09.30.2003 4– 06.30.2003
1 Total assets 1,702,200 1,666,521
1.01 Current assets 869,754 836,143
1.01.01 Cash and cash equivalents 587,277 535,513
1.01.01.01 Banks 8,783 2,620
1.01.01.02 Marketable securities 578,494 532,893
1.01.02 Receivables 181,839 167,399
1.01.02.01 Receivables from customers 181,839 167,399
1.01.03 Inventories 12,793 8,611
1.01.04 Other current assets 87,845 124,620
1.01.04.01 Recoverable taxes 29,611 42,536
1.01.04.02 Deferred taxes 49,538 51,313
1.01.04.03 Prepaid expenses 6,485 12,688
1.01.04.04 Advances to suppliers 843 16,743
1.01.04.05 Other 1,368 1,340
1.02 Long-term assets 166,571 174,703
1.02.01 Other receivables 154,162 162,262
1.02.01.01 Recoverable taxes 4,881 4,710
1.02.01.02 Deferred taxes 149,281 157,552
1.02.02 Receivables from related companies 0 0
1.02.02.01 Associated companies 0 0
1.02.02.02 Subsidiaries 0 0
1.02.02.03 Other related companies 0 0
1.02.03 Other 12,409 12,441
1.02.03.01 Judicial deposits 12,007 11,944
1.02.03.02 Other 402 497
1.03 Permanent assets 665,875 655,675
1.03.01 Investments 19,077 21,389
1.03.01.01 In associated companies 7,212 8,146
1.03.01.02 In Subsidiaries 0 0
1.03.01.03 Other 11,865 13,243
1.03.02 Property, plant and equipment 607,509 590,474
1.03.03 Deferred charges 39,289 43,812

06.02 - Consolidated Balance Sheet - Liabilities and Stockholders' Equity (R$ thousand)

06.02 – CONSOLIDATED BALANCE SHEET (In Thousands of Reais)

1 – Code 2 – Description 3 – 09.30.2003 4 – 06.30.2002
2 Total liabilities and shareholders' equity 1,702,200 1,666,521
2.01 Current liabilities 485,383 466,528
2.01.01 Debt – current portion 41,905 41,039
2.01.02 Debentures – current portion 223,896 211,689
2.01.03 Suppliers 109,300 114,380
2.01.04 Taxes, charges and contributions 65,148 64,393
2.01.05 Dividends payable 4,589 7,219
2.01.05.01 Interest attributed to shareholders’ capital 3,308 5,929
2.01.05.02 Dividends payable 1,281 1,290
2.01.06 Provisions 0 0
2.01.07 Payable to related companies 0 0
2.01.08 Other 40,545 27,808
2.01.08.01 Salaries, charges and social benefits 13,291 11,876
2.01.08.02 Use License 16,225 0
2.01.08.03 Other liabilities 11,029 15,932
2.02 Long-term liabilities 118,278 134,550
2.02.01 Debt 43,579 57,279
2.02.02 Debentures 0 0
2.02.03 Provisions 13,130 12,819
2.02.03.01 Provision for pension plan 2,966 2,921
2.02.03.02 Provision for contingencies 10,164 9,898
2.02.04 Payable to related companies 0 0
2.02.05 Other 61,569 64,452
2.02.05.01 Taxes and contributions payable 61,569 64,452
2.03 Deferred income 0 0
2.04 Minority interest 176,521 169,882
2.05 Shareholders' equity 922,018 895,561
2.05.01 Paid-up capital 369,163 369,163
2.05.02 Capital reserves 148,565 148,565
2.05.03 Revaluation reserves 0 0
2.05.03.01 Own assets 0 0
2.05.03.02 Associated/subsidiary companies' assets 0 0
2.05.04 Revenue reserves 327,602 327,602
2.05.04.01 Legal 23,795 23,795
2.05.04.02 Statutory 0 0
2.05.04.03 Contingencies 0 0
2.05.04.04 Unrealized profits 0 0
2.05.04.05 Retention of profits 0 0
2.05.04.06 Special reserve for undistributed dividends 8,655 8,655
2.05.04.07 Other revenue reserves 295,152 295,152
2.05.05 Retained earnings/accumulated deficit 76,688 50,231

07.01 - Consolidated Statement of Operations

1 – Code 2 – Description 3 - 07.01.2003 to 09.30.2003 4 - 01.01.2003 to 09.30.2003 5 – 07.01.2002 to 09.30.2002 6 - 01.01.2002 to 09.30.2002
3.01 Gross revenue from goods sold and services rendered 341,003 992,183 288,753 826,899
3.02 Deductions to gross revenue -78,231 -223,097 -62,203 -187,556
3.03 Net revenue from goods sold and services rendered 262,772 769,086 226,550 639,343
3.04 Cost of goods sold and services rendered -141,531 -409,195 -125,404 -332,692
3.05 Gross profit 121,241 359,891 101,146 306,651
3.06 Operating expenses/income -76,334 -233,115 -69,462 -227,463
3.06.01 Selling -52,460 -151,135 -37,371 -136,574
3.06.02 General and administrative -26,247 -77,427 -25,460 -58,664
3.06.03 Financial, net 10,563 25,537 -1,179 -14,904
3.06.03.01 Financial income 33,818 108,763 73,071 114,977
3.06.03.02 Financial expenses -23,255 -83,226 -74,250 -129,881
3.06.04 Other operating income 1,879 7,642 4,655 15,030
3.06.05 Other operating expenses -9,135 -33,708 -8,209 -27,734
3.06.06 Equity interest in income of subsidiary and associated companies -934 -4,024 -1,898 -4,617
3.07 Operating profit (loss) 44,907 126,776 31,684 79,188
3.08 Non-operating results 61 212 20 -41
3.08.01 Income 964 1,115 20 23
3.08.02 Expenses -903 -903 0 -64
3.09 Income (loss) before taxes and participation 44,968 126,988 31,704 79,147
3.1 Provision for income tax and social contribution -11,873 -28,913 -8,666 -20,153
3.11 Deferred income tax 0 0 0 0
3.12 Statutory profit sharing and contributions 0 0 0 0
3.12.01 Participation 0 0 0 0
3.12.01.01 Profit sharing 0 0 0 0
3.12.02 Contributions 0 0 0 0
3.13 Reversal of interest attributed to shareholders’ capital 0 0 0 0
3.14 Minority interest -6,638 -21,387 -4,601 -10,563
3.15 Net income (loss) for the period 26,457 76,688 18,437 48,431
  Number of shares (thousand), excluding treasury stock 356,478,472 356,478,472 342,969,940 342,969,940
  Net income per share 0.00007 0.00022 0.00005 0.00014
  Net loss per share        

08.01 – Comments on Company Performance During the Quarter
(All amounts in thousands of reais unless otherwise indicated)


Comments on consolidated performance – third quarter/2003

Operating Revenue

  R$ thousands
  3rd quarter/2003 3rd quarter/2002 September 2003 Accumulated September 2003 Accumulated
Handset sales 63,859 45,806 152,556 103,833
Usage 88,467 102,581 328,344 314,363
Subscription 57,427 49,719 168,025 146,651
Use of network 99,322 89,945 291,434 256,384
Long distance 18,480 -- 18,480 --
Other 13,448 1,422 33,344 5,669
Gross revenue 341,003 288,753 992,183 826,899
Taxes and other deductions (78,231) (62,203) (223,097) (187,556)
Net revenue 262,772 226,550 769,086 639,343

During the third quarter of 2003, the Company’s gross revenue amounted to R$341.0 million, an increase of 18.1% related to the third quarter of 2002. The main reason was the increase in the number of subscribers during the period and due to the increase in handsets sales.

At July 6, 2003 the Company introduced the CSP Program – Programa de Código de Seleção de Prestadora, or Telecommunication Service Provider Selection Code, which will allow the subscribers to choose the long distance carriers on a per call basis. The choice of the companies to the cellular phone calls is determined by the SMP – Serviço Móvel Pessoal, or the Permanent Communication Service with which the Company has been operating since December, 2002.

Beginning in the third quarter of 2003, due to the new tariff structure implemented to the SMP, the Long Distance Service Revenue has been recorded, which replaces part of the VC1 (calls originated by client into his service record area to people at the same service record area) and VC2 (calls originated by client in one record area to another record area, but inside the same Covered Area) revenues.

Costs and Operating Expenses

  R$ thousands
  3rd quarter/2003 3rd quarter/2002 September 2003 Accumulated September 2003 Accumulated
Cost of goods sold and services rendered 99,081 84,160 282,986 210,077
Costs of services rendered (1) 44,684 39,813 142,992 116,524
Cost of goods sold 54,397 44,347 139,994 93,553
Selling expenses (1) e (2) 44,166 33,136 125,258 102,767
General and administrative expenses (1) e (3) 17,702 15,335 56,261 42,643
TOTAL 160,949 132,631 454,505 355,487
(1)

Depreciation and amortization not included

(2)

Allowance for doubtful account expenses not included

(3)

Employee’s profit sharing included in the first quarter of 2002

During the quarter ended September 2003, the costs and operating expenses totaled R$160.9 million, representing an increase of 21.0% in relation to the third quarter of 2002. The main reason for the increase was related to the following: a) increase in the number of subscribers; b) increase in the interconnection’s tariff; and c) increase in the volume of handsets sold.

The expenses of provision for doubtful accounts in the third quarter of 2003 summed R$5.0 million compared to the R$5.4 million in the third quarter of 2002.

The depreciation and amortization expenses amounted to R$61.9 million, including goodwill amortization, compared with R$59.7 million in the third quarter of 2002.

EBITDA

During the third quarter, EBITDA, by the international concept (operating result before net financing expenses, excluding depreciation and amortization) was R$95,8 million, representing an increase of 3.5% in relation to the third quarter of 2002. The EBITDA margin was 45.0% over net services revenues.

  R$ thousands
  3rd quarter/2003 3rd quarter/2002 September 2003 Accumulated September 2003 Accumulated
Gross revenues 262,772  226,550  769,086  639,343 
Operating income 44,905  31,684  126,776  79,188 
Depreciation and amortization 54,261  50,230  157,705  148,784 
Goodwill amortization 6,318  7,638  18,971  20,273 
Equity in affiliated companies 934  1,898  4,024  4,617 
Financing revenues (33,818) (73,071) (108,763) (114,977)
Financing expenses 23,255  74,250  83,226  129,881 
EBITDA 95,855  92,629  281,939  267,766 
EBITDA Margin – over Total Revenues 36,5%  40,9%  36,7%  41,9% 
EBITDA Margin – over Services Revenues 45,0%  48,8%  43,4%  48,2% 

Net Income

During the quarter, net income was R$26.4 million, 44.0% higher than the third quarter of 2002, mainly due to the increase on revenues. Net income per thousand share was R$0.07 and R$0.70 per ADR.

Indebtedness

At September 30, 2003 the debt of the Company was R$309.4 millions comparing with cash and cash equivalent of R$587.3, resulting in a positive net balance of R$308.8 millions. At October 2, 2003 the subsidiary Tim Sul S.A. paid its debentures totalizing R$224.1 millions.

The amount of R$23.8 millions, of the total mentioned above, represents foreign loans (US$), which are fully covered by hedge operations.

During the third quarter of 2003, a financing income of R$33.8 millions was recorded, which source is basically related to the remuneration of the cash and cash equivalents. The financing expense was R$23.2 millions in the same period. Other Information

As determined by a specific regulation of CVM – Comissão de Valores Mobiliários (381/03) or the Brazilian Securities and Exchange Commission, during the first semester of 2003 we engaged our independent auditors Ernst & Young Auditores Independentes S.S., to provide review services related to the adherence of tax procedures in the merger process of Telesc Celular S.A. and CTMR Celular S.A. The estimated amount of the auditor’s fees related to such review, represented approximately 8% of the total audit fees from Tele Celular Sul Participações S.A. and subsidiaries for the year ending 2003. Considering that the engaged-job relates to the review of tax procedures regarding to the incorporation process, we believe that such review does not imply in loss of independence or objectivity of our independent auditors, or existence of conflict of interest.

Capital market

The Company closed the third quarter of 2003 with its common and preferred shares valuing at Bovespa at R$2.18 and R$2.71 per 1,000 shares, respectively. The book value per share per 1,000 shares was R$2.59.

At the New York stock market (NYSE), the Company’s ADRs (American Depository Receipt) were valued at US$9.39 at the last day of the quarter.

Subscribers

The Company finished the third quarter with 1,887,030 subscribers, being 545,426 pos-paid subscribers and 1,341,604 pre-paid subscribers, representing 29% and 71% of total subscribers, respectively.

In terms of gross increases, the Company obtained 196,7 new subscribers, 45% higher than the third quarter of 2002. It represents the leadership in the new clients conquest.

At September 30, 2003, the market share was estimated in 59% and the total estimated penetration rate was 20%.

Selected Financial Data

  3rd quarter/2003 3rd quarter/2002 September 2003 Accumulated September 2003 Accumulated
Total subscribers 1,887,030  1,664,164  1,887,030  1,664,164 
   Pos-paid 545,426  499,536  545,426  499,536 
   Pre-paid 1,341,604  1,169,628  1,341,604  1,169,628 
Estimated population in the region (million) 15,0  15,0  15,0  15,0 
Municipalities covered 256  235  256  235 
Estimated penetration (TSU) 21% 17% 21% 17%
Investments (million) R$65 R$8 R$94 R$22
Total employees 976  1,055  976  1,055 

17.01 – Report on the Special Review - Unqualified

A free translation from Portuguese into English of the Special Review Report of Independent Auditors on the Quarterly Financial Information prepared in Brazilian currency and in accordance with the accounting practices adopted in Brasil.


Report of Independent Accountants on the Special Review of Quarterly Information

Curitiba, October 10, 2003

To the Board of Directors and Shareholders Tele Celular Sul Participações S.A.

We have carried out a special review of the quarterly information (ITR) of Tele Celular Sul Participações S.A., related to the quarter ended September 30, 2003, including the balance sheet, the income statement, the comments over the performance in the quarter and the relevant information, prepared in accordance with the accounting practices adopted in Brazil.

Our review was conducted in accordance with standards established by the Brazilian Institute of Independent Auditors - IBRACON in conjunction with the Federal Accounting Council – (CFC) and mainly was comprised by: (a) inquiries of, and discussions with, management responsible for the accounting, financial and operating areas of the Company with regard to the main criteria adopted for the preparation of the Quarterly Information and (b) a review of the significant information and subsequent events which have, or could have, significant effects on the Company's financial position and operations.

Based on our special review, we are not aware of any significant adjustments which should be made to the Quarterly Information referred to above in order that such information be stated in conformity with accounting practices adopted in Brazil applicable to the preparation of quarterly information, consistent with the regulations of the Brazilian Securities Commission - CVM.

ERNST & YOUNG
Auditores Independentes S.S.
CRC-2-SP 015199/O-6- S-PR



Marcos Antonio Quintanilha
CRC-1-SP 132776/O-3 T-SC - S-PR

Group ITR Description Page
01 01 Identification 1
01 02 Head-office 1
01 03 Investor Relations Officer 1
01 04 Quarterly Information Reference 1
01 05 Capital composition 2
01 06 Characteristics of the company 2
01 07 Companies excluded from the consolidated financial statements 2
01 08 Dividends approved and/or paid during and after the quarter 2
01 09 Subscribed capital and changes in current year 3
01 10 Investor Relations Officer 3
02 01 Balance sheet – assets 4
02 02 Balance sheet - liabilities and stockholders' equity 5
03 01 Statements of operations 6
04 01 Notes to the quarterly information 7
05 01 Comments on company performance 36
06 01 Consolidated balance sheet – assets 37
06 02 Consolidated balance sheet - liabilities and stockholders' eq 38
07 01 Consolidated statement of operations 39
08 01 Comments on consolidated performance in the quarter 40
17 01 Report on the special review - unqualified 45


SIGNATURE

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



  TELE CELULAR SUL PARTICIPACTES, S.A.
 
Date: October 27, 2003 By: /s/ Paulo Roberto Cruz Cozza
    Name: Paulo Roberto Cruz Cozza
    Title: Chief Financial Officer