UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2004
GRUPO IUSACELL, S.A. de C.V.
--------------------------------------------------------------------------------
(Translation of registrant's name into English)
Montes Urales 460
Col. Lomas de Chapultepec, Deleg. Miguel Hidalgo
11000, Mexico D.F.
--------------------------------------------------------------------------------
(Address of principal executive office)
Indicate by check mark whether the registrant files or will fill annual reports
under cover of Form 20-F or Form 40-F: Form 20-F [X] Form 40-F [_]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g-3-2(b) under the Securities and Exchange Act of
1934. Yes [_] No [X]
Documents Furnished By the Registrant
1. Press Release of the Registrant dated October 22, 2004
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GRUPO IUSACELL, S.A. DE C.V.
Date: September 22, 2004 /s/_________________________________
Name: Jose Luis Riera
Title: Attorney in fact
/s/_________________________________
Name: Fernando Cabrera
Title: Attorney in fact
[LOGO] lusacell
INVESTOR CONTACTS
Jose Luis Riera K.
Chief Financial Officer
5109-5927
J. Victor Ferrer V.
Finance Manager
5109-5927
vferrer@iusacell.com.mx
--------------------------------------------------------------------------------
Third Quarter 2004 Results
--------------------------------------------------------------------------------
Mexico City, October 22, 2004 - Grupo Iusacell, S.A. de C.V. (Iusacell or the
Company) [BMV and NYSE: CEL] today reported results for the third quarter of
20041.
Third Quarter Results
A 17% increase in revenues, combined with lower operating expenses, allowed an
increase in operating income before depreciation and amortization of Ps$179
million, representing 13.7% of total revenues, reversing the negative operating
income before depreciation and amortization of Ps$414 million obtained in the
same period last year.
Highlights:
In millions of pesos(1), except percentages
------------------------------------------------------------------------------------------------------
3Q 3Q Change 9M 9M Change
2004 2003 % 2004 2003 %
------------------------------------------------------------------------------------------------------
Revenue 1,307 1,117 17% 3,940 3,571 10%
Total Cost 712 956 -26% 2,293 1,756 31%
Operating Expenses 416 575 -28% 1,047 1,356 -23%
Operating Income before
depreciation & amortization 179 (414) - 600 458 31%
Net Income (loss) (288) (2,631) - (1,598) (3,497) -
------------------------------------------------------------------------------------------------------
(1) Constant September 30, 2004 pesos.
----------
(1) Unless otherwise noted, all monetary figures are expressed in Mexican pesos
as of September 30, 2004 in accordance to Mexican GAAP. The symbols "Ps$" and
"US$" refer to Mexican pesos and U.S. dollars, respectively. .
Revenues: Revenues in the quarter increased 17% to Ps$1,307 million, from
Ps$1,117 million in the same period of 2003, reflecting an increase in service
revenue due mainly to an increase in air-time sales, a larger subscriber base
and a higher consumption per user. At September 30, 2004, the Company had
approximately 1.4 million subscribers.
Costs and Expenses: Total costs and operating expenses decreased by 26% and 28%
to Ps$712 million and Ps$416 million, respectively, compared to Ps$956 million
and Ps$575 million for the same quarter last year. The decrease in costs is
mainly due to less acquisitions of terminals, and the decrease in expenses is
primarily the result of strict budgetary controls.
Operating income before depreciation and amortization and Net Profit: The
Company reported positive net operating income before depreciation and
amortization of Ps$179 million in comparison with negative operating income
before depreciation and amortization of Ps$414 million for the third quarter of
2003. Net loss for the quarter fell to Ps $288 million compared to net loss of
Ps$2,631 million during the same period last year.
CAPEX: Investments during the quarter were in the order of US$12 million, and
went mainly toward expanding the coverage and capacity of the Iusacell 3-G
network.
Recent Events
Launch of Push to Talk (PTT) in Region 8
Iusacell once again was at the forefront of communications services during the
third quarter of this year, reinforcing its commitment to its clients by
launching its RADIO PLUS service, better known as Push to Talk, or PTT, in the
cities of Cancun and Merida. This new form of communications provides immediate,
unlimited connections to all areas of Iusacell coverage under the radio
modality, giving the user the ability to communicate directly with up to five
people at a time at the touch of a button, and with no long distance or roaming
charges. This service will soon be launched nationwide.
Iusacell signs agreement with Lucent to expand 3G Network.
In September 2004, Iusacell announced an agreement with Lucent Technologies, for
the expansion of its third generation network, 3G CDMA. This extension of
coverage and capacity will allow Iusacell to support an increase in traffic on
its network, stemming from future growth of its subscriber base as well as an
increase in data transmission generated by the introduction of its new
high-speed "3-G Iusacell" services.
Extraordinary Meeting of Shareholders.
On September 23, 2004, the Company held an extraordinary shareholders' meeting,
during which (i) the stock purchase plan for executive employees, approved by
the Shareholders' Meeting on December 18, 1996, was cancelled and terminated;
(ii) the creation of an option plan for corporate executives was approved and
(iii) an increase in the capital stock of the company by means of an issuance of
up to 6,517,086 shares was approved.
Towers sale and-lease-back
During the third quarter of 2004, the Company sold and leased back 22 towers to
MATC for approximately Ps$47 million. This amount was completely reinvested in
the operation of the Company.
Debt restructuring
The Company continues to negotiate with several creditors in an attempt to reach
an integral restructuring agreement in the shortest time possible.
* * * * * * * * * *
About Iusacell
Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE and BMV: CEL) is a wireless
cellular and PCS service provider in Mexico encompassing a total of
approximately 92 million POPs, representing approximately 90% of the country's
total population.
Independent of the negotiations towards the restructuring of its debt, Iusacell
reinforces its commitment with customers, employees and suppliers and guarantees
the highest quality standards in its daily operations offering more and better
voice communication and data services through state-of-the-art technology, such
as its new 3G network, throughout all of the regions in which it operate.
Legal Disclaimer
Grupo Iusacell, S.A. de C.V. quarterly reports and all other written materials
may from time to time contain statements about expected future events and
financial results that are forward-looking and subject to risks and
uncertainties. For those statements, the Company claims the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Discussion of factors that may affect future
results is contained in our filings with the Securities and Exchange Commission.
Attached are the Consolidated Income Statements of each of Grupo Iusacell, S.A.
de C.V. and Grupo Iusacell Celular, S.A. de C.V. for the three-month period
ended September 30, 2004, and the Consolidated Balance Sheet of Grupo Iusacell,
S.A. de C.V. and Grupo Iusacell Celular, S.A. de C.V. at September 30, 2004.
GRUPO IUSACELL CONSOLIDATED BALANCE SHEET
COMPARISON OF THIRD QUARTER 2004 WITH THIRD QUARTER 2004
(Figures in thousands of constant September 30, 2004 pesos)
--------------------------------------------------------------------------------------------------
Change 3Q04
3Q04 3Q03 /3Q03
--------------------------------------------------------------------------------------------------
ASSETS
Current Assets
Cash and marketable securities 2,241 0.0% 74,562 0.6% -97.0%
Accounts receivable, net 460,563 4.2% 562,689 4.3% -18.1%
Related Parties 103,034 0.9% 0 0.0% 0%
Recoverable taxes and other 178,688 1.6% 451,296 3.4% -60.4%
Inventories 282,288 2.6% 82,339 0.6% 242.8%
TOTAL CURRENT ASSETS 1,026,814 9.4% 1,170,886 8.9% -12.3%
Property and equipment, net 7,032,830 64.2% 8,699,942 66.2% -19.2%
Excess of cost of investments
in subsidiaries over book
value, net 1,823,210 16.6% 2,050,559 15.6% -11.1%
Other assets 1,075,462 9.8% 1,214,343 9.2% -11.4%
TOTAL ASSETS 10,958,316 100.0% 13,135,730 100.0% -16.6%
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current Liabilities
Accrued liabilities 2,214,718 20.2% 1,115,659 8.5% 98.5%
Related parties 56,688 0.5% 33,712 0.3% 68.2%
Accounts payable 396,936 3.6% 530,931 4.0% -25.2%
Short-term debt 9,016,036 82.3% 8,980,880 68.4% 0.4%
TOTAL CURRENT LIABILITIES 11,684,378 106.6% 10,661,182 81.2% 9.6%
Non-current liabilities 49,512 0.5% 276,782 2.1% -82.1%
TOTAL LIABILITIES 11,733,890 107.1% 10,937,964 83.3% 7.3%
Minority interest -63,470 -0.6% -47,682 -0.4% 33.1%
Shareholders' Equity
Capital stock 7,656,817 69.9% 7,656,817 58.3% 0.0%
Legal reserve 21,519 0.2% 21,519 0.2% 0.0%
Capital contributions 1,506,750 13.7% 1,506,750 11.5% 0.0%
Net loss -1,598,415 -14.6% -3,497,458 -26.6% -54.3%
Accumulated earnings from
prior years -8,521,989 -77.8% -3,665,394 -27.9% -132.5%
Excess from restatement of
shareholders' equity 223,214 2.0% 223,214 1.7% 0.0%
TOTAL SHAREHOLDERS' EQUITY -712,104 -6.5% 2,245,448 17.1% -131.7%
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 10,958,316 100.0% 13,135,730 100.0% -16.6%
--------------------------------------------------------------------------------------------------
GRUPO IUSACELL CONSOLIDATED INCOME STATEMENT
COMPARISON OF THIRD QUARTER 2004 WITH THIRD QUARTER 2004
(Figures in thousands of constant September 30, 2004 pesos)
--------------------------------------------------------------------------------------------------------
Change
3Q04 3Q03 3Q04 /3Q03
--------------------------------------------------------------------------------------------------------
REVENUE
Service 1,216,133 93.1% 1,000,085 89.5% 21.6%
Equipment sales and other 90,809 6.9% 117,324 10.5% -22.6%
TOTAL REVENUE 1,306,942 100.0% 1,117,409 100.0% 17.0%
Cost of services 479,304 36.7% 409,749 36.7% 17.0%
Other costs 232,477 17.8% 546,543 48.9% -57.5%
TOTAL COSTS 711,781 54.5% 956,292 85.6% -25.6%
GROSS MARGIN 595,161 45.5% 161,117 14.4% 269.4%
Sales & Advertising expenses 338,186 25.9% 344,383 30.8% -1.8%
General and administrative expenses 124,796 9.5% 230,721 20.6% -45.9%
Other (income) expenses -46,887 -3.6% 0 0.0% 0.0%
TOTAL OPERATING EXPENSES 416,095 31.8% 575,104 51.5% -27.6%
OPERATING INCOME BEFORE DEPRECIATION
AND AMORTIZATION 179,066 13.7% -413,987 -37.0% -143.3%
Depreciation and amortization 487,846 37.3% 298,497 26.7% 63.4%
OPERATING LOSS -308,780 -23.6% -712,484 -63.8% -56.7%
Other (income) expense 2,392 0.2% 519,325 46.5% -99.5%
Interest expense, net 277,510 21.2% 251,349 22.5% 10.4%
Foreign exchange loss (gain) -151,103 -11.6% 524,552 46.9% -128.8%
Monetary gain -159,953 -12.2% -86,318 -7.7% 85.3%
INTEGRAL FINANCING COST -33,546 -2.6% 689,583 61.7% -104.9%
LOSS BEFORE TAXES AND
STATUTORY PROFIT SHARING COST -277,626 -21.2% -1,921,392 -172.0% -85.6%
Equity in income (losses) of
subsidiaries 23 0.0% 308 0.0% -92.5%
Taxes 55,564 4.3% 226,040 20.2% -75.4%
Extraordinary items -45,363 -3.5% 345,251 30.9% -113.1%
Intangible assets valuation 0 0.0% 164,007 14.7% -100.0%
NET LOSS BEFORE
MINORITY INTEREST -287,850 -22.0% -2,656,998 -237.8% -89.2%
Minority interest -49 0.0% -26,209 -2.3% -99.8%
NET LOSS -287,801 -22.0% -2,630,789 -235.4% -89.1%
--------------------------------------------------------------------------------------------------------
GRUPO IUSACELL CELULAR CONSOLIDATED BALANCE SHEET
COMPARISON OF THIRD QUARTER 2004 WITH THIRD QUARTER 2003
(Figures in thousands of constant September 30, 2004 pesos)
---------------------------------------------------------------------------------------------------
Change
3Q04 3Q03 3Q04 /3Q03
---------------------------------------------------------------------------------------------------
ASSETS
Current Assets
Cash and marketable securities 1,710 0.0% 20,752 0.2% -91.8%
Accounts receivable, net 467,728 4.8% 523,478 4.5% -10.6%
Related parties 321,287 3.3% 105,474 0.9% 204.6%
Recoverable taxes and other 125,902 1.3% 452,301 3.9% -72.2%
Inventories 282,153 2.9% 82,339 0.7% 242.7%
TOTAL CURRENT ASSETS 1,198,780 12.2% 1,184,344 10.2% 1.2%
Property and equipment, net 6,296,540 64.2% 7,871,817 67.5% -20.0%
Excess of cost of investments
in subsidiaries over book
value, net 1,640,424 16.7% 1,855,985 15.9% -11.6%
Other assets 669,187 6.8% 743,465 6.4% -10.0%
TOTAL ASSETS 9,804,931 100.0% 11,655,611 100.0% -15.9%
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current Liabilities
Accrued liabilities 894,942 9.1% 437,423 3.8% 104.6%
Related parties 56,688 0.6% 33,712 0.3% 68.2%
Accounts payable 366,834 3.7% 411,298 3.5% -10.8%
Short-term debt 4,729,772 48.2% 4,805,267 41.2% -1.6%
TOTAL CURRENT LIABILITIES 6,048,236 61.7% 5,687,700 48.8% 6.3%
Non-current liabilities 501 0.0% 2,362 0.0% -78.8%
TOTAL LIABILITIES 6,048,737 61.7% 5,690,062 48.8% 6.3%
Minority interest -63,470 -0.6% -137,997 0.0% -54.0%
Shareholders' Equity
Capital stock 17,078,673 174.2% 17,078,673 146.5% 0.0%
Legal reserve 30,411 0.3% 30,411 0.3% 0.0%
Capital contributions 105,231 1.1% 105,231 0.9% 0.0%
Net loss -1,118,746 -11.4% -2,266,642 -19.4% -50.6%
Accumulated earnings from
prior years -11,522,362 -117.5% -8,090,584 -69.4% 42.4%
Excess from restatement of
shareholders' equity -753,543 -7.7% -753,543 -6.5% 0.0%
TOTAL SHAREHOLDERS' EQUITY 3,819,664 39.0% 6,103,546 52.4% -37.4%
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 9,804,931 100.0% 11,655,611 100.0% -15.9%
---------------------------------------------------------------------------------------------------
GRUPO IUSACELL CELULAR CONSOLIDATED INCOME STATEMENT
COMPARISON OF THIRD QUARTER 2004 WITH THIRD QUARTER 2003
(Figures in thousands of constant September 30, 2004 pesos)
-----------------------------------------------------------------------------------------------------------
Change 3Q04
3Q04 3Q03 /3Q03
-----------------------------------------------------------------------------------------------------------
REVENUE
Service 1,254,535 93.3% 1,006,768 89.6% 24.6%
Equipment sales and other 90,430 6.7% 117,346 10.4% -22.9%
TOTAL REVENUE 1,344,965 100.0% 1,124,114 100.0% 19.6%
Cost of services 498,918 37.1% 417,234 37.1% 19.6%
Other costs 232,477 17.3% 546,543 48.6% -57.5%
TOTAL COSTS 731,395 54.4% 963,777 85.7% -24.1%
GROSS MARGIN 613,570 45.6% 160,337 14.3% 282.7%
Sales & Advertising expenses 337,968 25.1% 344,543 30.7% -1.9%
General and administrative expenses 117,941 8.8% 217,484 19.3% -45.8%
Other (income) expenses -45,510 -3.4% 0 0.0% 0.0%
TOTAL OPERATING EXPENSES 410,399 30.5% 562,027 50.0% -27.0%
OPERATING INCOME BEFORE
DEPRECIATION AND AMORTIZATION 203,171 15.1% -401,690 -35.7% -150.6%
Depreciation and amortization 448,570 33.4% 319,687 28.4% 40.3%
OPERATING LOSS -245,399 -18.2% -721,377 -64.2% -66.0%
Other (income) expense 5,109 0.4% 204,600 18.2% -97.5%
Interest expense, net 122,645 9.1% 92,921 8.3% 32.0%
Foreign exchange loss (gain) -76,581 -5.7% 259,711 23.1% -129.5%
Monetary gain -75,926 -5.6% -38,130 -3.4% 99.1%
INTEGRAL FINANCING COST -29,862 -2.2% 314,502 28.0% -109.5%
INCOME (LOSS) BEFORE TAXES AND
STATUTORY PROFIT SHARING COST -220,646 -16.4% -1,240,479 -110.4% -82.2%
Equity in losses of subsidiaries 23 0.0% -294 0.0% -107.8%
Taxes 50,115 3.7% 190,640 17.0% -73.7%
Extraordinary items 0 0.0% 211,006 18.8% -100.0%
Intangible assets valuation 0 0.0% 164,007 14.6% -100.0%
NET LOSS BEFORE
MINORITY INTEREST -270,784 -20.1% -1,805,838 -160.6% -85.0%
Minority interest -49 0.0% -16,019 -1.4% -99.7%
NET LOSS -270,735 -20.1% -1,789,819 -159.2% -84.9%
-----------------------------------------------------------------------------------------------------------