================================================================================
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 July, 2005
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 July 22, 2005
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: July 22, 2005 /s/ Fernando Cabrera
-------------------------
Name: Fernando Cabrera
Title: Attorney in fact
/s/ Jose Luis Riera
-------------------------
Name: Jose Luis Riera
Title: Attorney in fact
GRUPO IUSACELL ANNOUNCES SECOND QUARTER 2005 RESULTS
MEXICO CITY, July 22 /PRNewswire-FirstCall/ -- Grupo Iusacell, S.A. de C.V.
(NYSE: CEL) (BMV: CEL) (Iusacell or the Company) today reported its unaudited
results for the second quarter 2005(1).
Grupo Iusacell recorded a 26.2% increase in net revenues, from Ps. 1,128
million in the second quarter of 2004 to Ps. 1,423 million in the second quarter
of 2005. For the first six months, Iusacell recorded a 24.0% increase from Ps.
2,221 million in the first half of 2004 to Ps. 2,753 million in the first half
of 2005.
Operating income before depreciation and amortization increased 50.2% to Ps.
300 million in the second quarter of 2005, in comparison with the Ps. 200
million recorded in the same period the year before. For the first six months,
Iusacell recorded a 67.7% increase in operating income before depreciation and
amortization from Ps. 338 million in the first half 2004 to Ps. 567 million in
the first half of 2005.
Highlights:
Millions of Pesos (2), except percentages
2Q 2004 2Q 2005 Change % 6M 2004 6M 2005 Change %
-------- -------- -------- -------- -------- --------
Net Revenue 1,128 1,423 26.2% 2,221 2,753 24.0%
Total Cost 639 743 16.3% 1,348 1,401 4.0%
Operating Expenses 289 380 31.3% 535 786 46.8%
Operating Income
before Depreciation
and Amortization 200 300 50.2% 338 567 67.7%
Net Loss (984) (34) -96.6% (1,344) (398) -70.4%
(1) Unless otherwise noted, all monetary figures are expressed in Mexican
pesos as of June 30, 2005 in accordance to Mexican GAAP. The symbols "Ps" and
"US$" refer to Mexican pesos and U.S. dollars, respectively.
(2) Constant June 30, 2005 pesos.
Revenues: Revenues increased 26.2% to Ps. 1,423 million in the second
quarter of 2005, from Ps. 1,128 million in the same period of 2004, driven
mainly by an increase in service revenue as a result of a larger subscriber
base, higher consumption per user and revenues derived from exchange of capacity
services provided to Unefon. The Grupo Iusacell subscriber base at the end of
the second quarter of 2005 was 1.62 million.
Costs and Operating Expenses: Total cost and operating expenses increased by
16.3% and 31.3% to Ps.743 million and Ps.380 million, respectively, compared to
Ps. 639 million and Ps. 289 million for the same quarter last year. The increase
in total cost is mainly due to higher interconnection cost and technical
expenses, offset by a reduction in handset subsidies. The increase in operating
expenses is primarily due to advertising costs related to the launching of new
products and special promotions and the increase in personnel expenses and
salaries due to the establishment of regional sales and customer service
structures in line with our strategy of providing the best service to our
clients.
Operating income before depreciation and amortization: Iusacell recorded an
operating income before depreciation and amortization in the second quarter of
2005 of Ps. 300 million, representing a 50.2% increase compared to the Ps. 200
million recorded in the second quarter of 2004. This increase was primarily the
result of the increase in revenues described above.
Net Loss: The net loss of Ps. 34 million recorded in the second quarter of
2005 represented a 96.6% decrease compared to the net loss of Ps. 984 million
recorded in the same period the year before. This decrease was primarily due to
a lower depreciation and amortization and a foreign exchange gain of Ps. 414
million.
CAPEX: Investments during the quarter were in order of US$16 million,
directed mainly toward expanding the coverage and capacity of Grupo Iusacell's
3-G network and EV-DO (Evolution Data Only) services.
Recent Events
Extraordinary meeting of Shareholders
The Extraordinary Shareholders' Meeting held on June 1, 2005 approved, by
the vote of 96.70% of the Company's shares, the termination of the American
Depositary Receipts (ADRs) program that the Company has in the United States,
which ADRs are listed in the New York Stock Exchange (NYSE).
Trading of Iusacell ADRs on the NYSE to be suspended on or about
September 19, 2005
The New York Stock Exchange is expected to suspend trading of the ADRs on or
about September 19, 2005, which is the date when the ADR program will be
terminated. ADR holders then will have 60 days to exchange their ADRs for shares
that are traded on the BMV. Upon the expiration of the 60-day period, The Bank
of New York, which is acting as ADR depositary bank, will have the right to sell
the shares underlying the ADRs that were not surrendered and distribute the
proceeds of the sale to holders.
Debt restructuring
The Company continues negotiations with several of its creditors, seeking to
obtain a comprehensive restructuring agreement as soon as 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 with a national footprint.
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 operates.
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 and
six-month periods ended June 30, 2005, and the Consolidated Balance Sheet of
Grupo Iusacell, S.A. de C.V. and Grupo Iusacell Celular, S.A. de C.V. at June
30, 2005.
GRUPO IUSACELL CONSOLIDATED BALANCE SHEET
COMPARISON OF SECOND QUARTER 2005 WITH SECOND QUARTER 2004
(figures in thousands of constant June 30, 2005 Pesos)
Growth
2Q04 2Q05 2Q05/2Q04
--------------------------- --------------------------- ------------
ASSETS
Current Assets
Cash and
marketable
securities 3,320 0% 4,110 0% 23.8%
Accounts
receivable, net 502,544 4% 378,185 4% -24.7%
Related
parties 60,331 1% 93,080 1% 54.3%
Recoverable taxes
and other 232,471 2% 572,370 5% 146.2%
Inventories 386,830 3% 96,786 1% -75.0%
TOTAL CURRENT
ASSETS 1,185,496 10% 1,144,531 11% -3.5%
Property and
equipment, net 7,492,008 64% 6,512,195 62% -13.1%
Excess of cost
of investments
in subsidiaries
over book value,
net 1,918,891 16% 1,806,508 17% -5.9%
Other assets 1,129,767 10% 1,069,572 10% -5.3%
TOTAL ASSETS 11,726,162 100% 10,532,806 100% -10.2%
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current
Liabilities
Accrued
liabilities 2,071,254 18% 3,047,806 29% 47.1%
Related parties 38,362 0% 213,518 2% 456.6%
Accounts payable 512,615 4% 275,813 3% -46.2%
Short-term debt 9,500,553 81% 8,532,752 81% -10.2%
TOTAL CURRENT
LIABILITIES 12,122,784 103% 12,069,889 115% -0.4%
Noncurrent
liabilities 99,496 1% 24,354 0% -75.5%
TOTAL
LIABILITIES 12,222,280 104% 12,094,243 115% -1.0%
Minority interest -60,936 -1% -78,524 -1% 28.9%
Shareholders'
Equity
Capital stock 7,853,269 67% 7,859,372 75% 0.1%
Capital
contributions 1,545,409 13% 1,545,409 15% 0.0%
Legal reserve 22,071 0% 22,071 0% 0.0%
Net income (loss) -1,344,233 -11% -397,629 -4% -70.4%
Accumulated
earnings from
prior years -8,740,639 -75% -10,741,077 102% 22.9%
Excess from
restatement of
shareholders'
equity 228,941 2% 228,941 2% 0.0%
TOTAL SHAREHOLDERS'
EQUITY -435,182 -4% -1,482,913 -14% 240.8%
TOTAL LIABILITIES
AND
SHAREHOLDERS'
EQUITY 11,726,162 100% 10,532,806 100% -10.2%
GRUPO IUSACELL CONSOLIDATED INCOME STATEMENT
COMPARISON OF SECOND QUARTER 2005 WITH SECOND QUARTER 2004
(figures in thousands of constant June 30, 2005 Pesos)
Growth
2Q04 2Q05 2T05/2T04
--------------------------- --------------------------- ------------
REVENUE
Service 1,182,919 104.8% 1,520,714 106.8% 28.6%
Commissions (54,618) -4.8% (97,325) -6.8% 78.2%
NET
REVENUE 1,128,301 100.0% 1,423,389 100.0% 26.2%
Cost of
services 461,592 40.9% 603,944 42.4% 30.8%
Handsets
subsidy 177,672 15.7% 139,335 9.8% -21.6%
TOTAL COSTS 639,264 56.7% 743,279 52.2% 16.3%
GROSS PROFIT 489,037 43.3% 680,110 47.8% 39.1%
Sales & advertising
expenses 197,731 17.5% 258,688 18.2% 30.8%
General and
administrative
expenses 91,330 8.1% 120,959 8.5% 32.4%
TOTAL OPERATING
EXPENSES 289,061 25.6% 379,647 26.7% 31.3%
OPERATING INCOME
BEFORE DEPRECIATION
AND
AMORTIZATION 199,976 17.7% 300,463 21.1% 50.2%
Depreciation and
amortization 502,634 44.5% 387,511 27.2% -22.9%
OPERATING
LOSS (302,658) -26.8% (87,048) -6.1% -71.2%
(Profit) loss from fixed
assets sales 4,859 0.4% (7,150) -0.5% -247.1%
Other (income)
expense (8,155) -0.7% (2,175) -0.2% -73.3%
Interest
expense,
net 259,003 23.0% 276,023 19.4% 6.6%
Foreign
exchange
loss (gain) 371,535 32.9% (413,507) -29.1% -211.3%
Gain from
monetary
position (896) -0.1% 47,756 3.4% -5429.9%
INTEGRAL
FINANCING
COST 629,642 55.8% (89,728) -6.3% -114.3%
LOSS BEFORE
TAXES (929,004) -82.3% 12,005 0.8% -101.3%
Equity
participation
in net loss
(income) of
subsidiaries 25 0.0% -- 0.0% -100.0%
Taxes 57,305 5.1% 42,941 3.0% -25.1%
LOSS BEFORE
MINORITY
INTEREST (986,334) -87.4% (30,936) -2.2% -96.9%
Minority
interest 2,348 0.2% (2,651) -0.2% -212.9%
NET LOSS (983,986) -87.2% (33,587) -2.4% -96.6%
GRUPO IUSACELL CELULAR CONSOLIDATED INCOME STATEMENT
COMPARISON OF FIRST SIX MONTHS 2005 WITH FIRST SIX MONTHS 2004
(figures in thousands of constant June 30, 2005 Pesos)
Growth
6M04 6M05 6M05/6M04
--------------------------- --------------------------- ------------
REVENUE
Service 2,381,332 107.2% 2,951,873 107.2% 24.0%
Commissions (160,452) -7.2% (198,443) -7.2% 23.7%
NET REVENUE 2,220,880 100.0% 2,753,430 100.0% 24.0%
Cost of
services 919,480 41.4% 1,185,706 43.1% 29.0%
Handsets
subsidy 428,266 19.3% 215,300 7.8% -49.7%
TOTAL COSTS 1,347,746 60.7% 1,401,006 50.9% 4.0%
GROSS PROFIT 873,134 39.3% 1,352,424 49.1% 54.9%
Sales &
advertising
expenses 371,037 16.7% 539,167 19.6% 45.3%
General and
administrative
expenses 164,043 7.4% 246,383 8.9% 50.2%
TOTAL OPERATING
EXPENSES 535,080 24.1% 785,550 28.5% 46.8%
OPERATING
INCOME BEFORE
DEPRECIATION
AND
AMORTIZATION 338,054 15.2% 566,874 20.6% 67.7%
Depreciation
and
amortization 1,019,047 45.9% 771,660 28.0% -24.3%
OPERATING
LOSS (680,993) -30.7% (204,786) -7.4% -69.9%
(Profit) loss from
fixed assets sales (94,115) -4.2% (6,981) -0.3% -92.6%
Other (income)
expense (8,155) -0.4% 30,150 1.1% -469.7%
Interest
expense,
net 515,099 23.2% 540,806 19.6% 5.0%
Foreign
exchange
loss (gain) 317,103 14.3% (393,822) -14.3% -224.2%
Gain from
monetary
position (179,761) -8.1% (35,171) -1.3% -80.4%
INTEGRAL
FINANCING
COST 652,441 29.4% 111,813 4.1% -82.9%
LOSS BEFORE
TAXES (1,231,164) -55.4% (339,768) -12.3% -72.4%
Equity
participation in
net loss
(income)
of
subsidiaries 50 0.0% -- .0% -100.0%
Taxes 115,077 5.2% 56,589 2.1% -50.8%
LOSS BEFORE
MINORITY
INTEREST (1,346,291) -60.6% (396,357) -14.4% -70.6%
Minority
interest 2,058 0.1% (1,272) 0.0% -161.8%
NET LOSS (1,344,233) -60.5% (397,629) -14.4% -70.4%
GRUPO IUSACELL CELULAR CONSOLIDATED BALANCE SHEET
COMPARISON OF SECOND QUARTER 2005 WITH SECOND QUARTER 2004
(figures in thousands of constant June 30, 2005 Pesos)
Growth
2Q04 2Q05 2Q05/2Q04
--------------------------- --------------------------- ------------
ASSETS
Current Assets
Cash and
marketable
securities 3,198 0% 2,465 0% -22.9%
Accounts
receivable,
net 498,146 5% 377,378 4% -24.2%
Related
parties 219,979 2% 337,150 4% 53.3%
Recoverable
taxes and
other 184,738 2% 519,452 6% 181.2%
Inventories 386,830 4% 96,786 1% -75.0%
TOTAL CURRENT
ASSETS 1,292,891 12% 1,333,231 14% 3.1%
Property and
equipment,
net 6,712,557 64% 5,998,481 64% -10.6%
Excess of
cost of
investments
in subsidiaries
over book
value, net 1,728,516 17% 1,622,050 17% -6.2%
Other assets 676,769 7% 423,506 5% -37.4%
TOTAL
ASSETS 10,410,733 100% 9,377,269 100% -9.9%
LIABILITIES
AND SHAREHOLDERS'
EQUITY
Current
Liabilities
Accrued
liabilities 817,259 8% 1,319,795 14% 61.5%
Related
parties 38,317 0% 214,762 2% 460.5%
Accounts
payable 436,193 4% 249,179 3% -42.9%
Short-term
debt 4,983,948 48% 4,476,243 48% -10.2%
TOTAL CURRENT
LIABILITIES 6,275,717 60% 6,259,979 67% -0.3%
Noncurrent
liabilities 600 0% 479 0% -20.2%
TOTAL
LIABILITIES 6,276,317 60% 6,260,458 67% -0.3%
Minority
interest -60,936 -1% -78,524 -1% 28.9%
Shareholders'
Equity
Capital
stock 17,516,863 168% 17,516,863 187% 0.0%
Capital
contribution 107,930 1% 107,930 1% 0.0%
Legal reserve 31,191 0% 31,191 0% 0.0%
Net income
(loss) -869,763 -8% -281,507 -3% -67.6%
Accumulated
earnings from
prior
years -11,817,993 -114% -13,406,266 -143% 13.4%
Excess from
restatement
of
shareholders'
equity -772,876 -7% -772,876 -8% 0.0%
TOTAL
SHAREHOLDERS'
EQUITY 4,195,352 40% 3,195,335 34% -23.8%
TOTAL
LIABILITIES
AND
SHAREHOLDERS'
EQUITY 10,410,733 100% 9,377,269 100% -9.9%
GRUPO IUSACELL CELULAR CONSOLIDATED INCOME STATEMENT
COMPARISON OF SECOND QUARTER 2005 WITH SECOND QUARTER 2004
(figures in thousands of constant June 30, 2005 Pesos)
Growth
2Q04 2Q05 2T05/2T04
--------------------------- --------------------------- ------------
REVENUE
Service 1,201,008 104.8% 1,581,651 106.6% 31.7%
Commissions (54,618) -4.8% (97,325) -6.6% 78.2%
NET REVENUE 1,146,390 100.0% 1,484,326 100.0% 29.5%
Cost of
services 498,233 43.5% 613,114 41.3% 23.1%
Handsets
subsidy 177,672 15.5% 139,335 9.4% -21.6%
TOTAL COSTS 675,905 59.0% 752,449 50.7% 11.3%
GROSS PROFIT 470,484 41.0% 731,876 49.3% 55.6%
Sales &
advertising
expenses 195,208 17.0% 258,681 17.4% 32.5%
General and
administrative
expenses 86,352 7.5% 113,546 7.6% 31.5%
TOTAL OPERATING
EXPENSES 281,560 24.6% 372,227 25.1% 32.2%
OPERATING
INCOME BEFORE
DEPRECIATION
AND
AMORTIZATION 188,924 16.5% 359,649 24.2% 90.4%
Depreciation
and
amortization 462,314 40.3% 350,242 23.6% -24.2%
OPERATING
LOSS (273,390) -23.8% 9,407 0.6% -103.4%
(Profit) loss from fixed
assets sales 4,817 0.4% (7,150) -0.5% -248.4%
Other (income)
expense (8,156) -0.7% (2,149) -0.1% -73.7%
Interest
expense,
net 94,568 8.2% 120,465 8.1% 27.4%
Foreign
exchange
loss (gain) 186,174 16.2% (202,484) -13.6% -208.8%
Gain from
monetary
position (850) -0.1% 14,213 1.0% -1772.1%
INTEGRAL
FINANCING
COST 279,892 24.4% (67,806) -4.6% -124.2%
LOSS BEFORE
TAXES (549,943) -48.0% 86,512 5.8% -115.7%
Equity
participation
in net loss
(income) of
subsidiaries 25 0.0% -- .0% -100.0%
Taxes 51,686 4.5% 42,796 2.9% -17.2%
LOSS BEFORE
MINORITY
INTEREST (601,654) -52.5% 43,716 2.9% -107.3%
Minority
interest 2,348 0.2% (2,651) -0.2% -212.9%
NET INCOME
(LOSS) (599,306) -52.3% 41,065 2.8% -106.9%
GRUPO IUSACELL CELULAR CONSOLIDATED INCOME STATEMENT
COMPARISON OF SIX MONTHS 2005 WITH SIX MONTHS 2004
(figures in thousands of constant June 30, 2005 Pesos)
Growth
6M04 6M05 6M05/6M04
--------------------------- --------------------------- ------------
REVENUE
Service 2,439,833 107.0% 3,035,212 107.0% 24.4%
Commissions (160,452) -7.0% (198,443) -7.0% 23.7%
NET REVENUE 2,279,381 100.0% 2,836,769 100.0% 24.5%
Cost of
services 962,692 42.2% 1,334,269 47.0% 38.6%
Handsets
subsidy 428,266 18.8% 215,300 7.6% -49.7%
TOTAL COSTS 1,390,958 61.0% 1,549,569 54.6% 11.4%
GROSS PROFIT 888,423 39.0% 1,287,199 45.4% 44.9%
Sales &
advertising
expenses 368,066 16.1% 538,878 19.0% 46.4%
General and
administrative
expenses 155,752 6.8% 234,467 8.3% 50.5%
TOTAL OPERATING
EXPENSES 523,818 23.0% 773,345 27.3% 47.6%
OPERATING
INCOME BEFORE
DEPRECIATION
AND
AMORTIZATION 364,605 16.0% 513,854 18.1% 40.9%
Depreciation
and
amortization 938,483 41.2% 697,902 24.6% -25.6%
OPERATING
LOSS (573,878) -25.2% (184,048) -6.5% -67.9%
(Profit) loss
from fixed assets sales (66,621) -2.9% (6,981) -0.2% -89.5%
Other (income)
expense (8,156) -0.4% 30,179 1.1% -470.0%
Interest
expense,
net 190,057 8.3% 230,360 8.1% 21.2%
Foreign
exchange
loss (gain) 165,135 7.2% (193,010) -6.8% -216.9%
Gain from
monetary
position (86,325) -3.8% (20,638) -0.7% -76.1%
INTEGRAL
FINANCING
COST 268,867 11.8% 16,712 0.6% -93.8%
LOSS BEFORE
TAXES (767,968) -33.7% (223,958) -7.9% -70.8%
Equity
participation
in net loss
(income) of
subsidiaries 50 0.0% -- 0.0% -100.0%
Taxes 103,803 4.6% 56,277 2.0% -45.8%
LOSS BEFORE
MINORITY
INTEREST (871,821) -38.2% (280,235) -9.9% -67.9%
Minority
interest 2,058 0.1% (1,272) 0.0% -161.8%
NET LOSS (869,763) -38.2% (281,507) -9.9% -67.6%
CONTACT: Jose Luis Riera K., Chief Financial Officer, +011-55-5109-5927, or
J. Victor Ferrer V., Finance Manager, +011-55-5109-5273, or
vferrer@iusacell.com.mx, both of Grupo Iusacell/ Web site:
http://www.iusacell.com /