Grupo Iusacell Reports Record EBITDA on Strong Second Quarter Results

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Grupo Iusacell Reports Record EBITDA on Strong Second Quarter Results

July 15, 1999

Investor Contact:

Ian C. Muir,
Director of Investor

  • Revenues increased 32%, EBITDA up 73% over second
    quarter 1998

  • 103,000 digital subscribers, up 106% from first quarter

  • 951,000 cellular subscribers, up 73% over second quarter

Mexico City -- Grupo Iusacell, S.A. de C.V. [BMV:
IUSACELL, NYSE: CEL and CEL.D] today announced record
operating cash flow for the first half of 1999. Earnings before
interest, taxes, depreciation and amortization (EBITDA) was $615
million, versus $367 million in the first half of last year. The
Company's record performance came as a result of strong
operating results, including revenues of $956 million in second
quarter and total cellular subscriber growth of 26% during the first
half of 1999. Iusacell ended the quarter with 951,000 customers
and recorded its third consecutive quarter of positive net income.

Driven by robust growth and a continued emphasis on cost controls
and productivity, operating cash flow for second quarter 1999 was
73% over that of second quarter 1998. EBITDA margin increased
to 35% in second quarter 1999, versus 27% in second quarter
1998. Operating income margin increased from break-even in
second quarter 1998 to 3% in second quarter 1999.

"Iusacell's ability to grow revenue and EBITDA for the eighth
consecutive quarter is an indication that the Company continues to
be well positioned in the increasingly competitive deregulated
Mexican telecommunications environment," stated Tom
Bartlett, CEO of Iusacell and President and CEO of Bell Atlantic
International Wireless.

Operating Performance

Compared to the same quarter last year, revenue was up 32% and
the Company's cellular subscriber base grew 73%. Service
revenues and long distance revenues increased 46% and 150%,
respectively, for the same periods. Due to significant price
decreases in handsets, equipment sales dropped 35% quarter over

"Iusacell continues to pursue an aggressive marketing
campaign with the purpose of achieving three goals: retain
Iusacell's established customer base, increase penetration in the
upper and middle market segments with digital service and grow
margins while maintaining market share," stated Fulvio del
Valle, President and Director General of Iusacell. "We are
achieving each of these objectives and are looking forward to
welcoming our one millionth customer soon."

While continuing to benefit from growing economies of scale,
Iusacell's strategy is now focused on attracting high-usage
subscribers to digital and prepaid services. The Company's base
of digital contract customers has grown 118% in the past three
months. This growth includes an accelerated migration of 33,000
analog contract subscribers in the second quarter, plus nearly all of
the 19,000 second quarter contract net adds. The market has
reacted favorably to Iusacell's Nuevo Milenio digital packages,
which represents a new strategy of simplifying contract offerings
and encouraging increased usage. Iusacell expects the balance of
the year to show strong contract subscriber growth in all of its
operating regions.

Better distribution is a major factor for our subscriber growth.
During the last 12 months, Iusacell has increased its points of sale
by 145% to 4,800, with 900 full service outlets and an additional
3,900 points of sale for prepay cards. This expanded distribution,
together with the VIVA prepay platform, has primarily driven the
103% growth in prepay subscribers since second quarter 1998.

In late March 1999, Iusacell also implemented marketing initiatives
to increase usage by and revenues from prepay customers,
including a 6% price increase, an activation fee for new prepay
customers and incentives to sell higher denomination prepay cards.
In addition, the increase in points of sale has facilitated prepay card
replenishment. These initiatives have had their intended effect:
Iusacell has higher revenue-generating new prepay customers.

The Company's recent decision to extend the life of its VIVA prepay
card by 185 days helped retain about 60,000 customers during the
second quarter. With Calling Party Pays in place, customers who
have used their allotment of prepay minutes but have not activated
a new card can retain their number longer and continue to receive
calls, generating new incoming call revenue. Prior to this change,
these customers' telephone numbers would have been

Second quarter 1999 ARPUs and MOUs decreased 11% and 16%,
respectively, compared with second quarter 1998, primarily due to
the growth of the lower usage prepaid base relative to contract
subscribers. Second quarter 1999 ARPUs increased 3% over first
quarter 1999 ARPUs mainly because of price increases
implemented in late March and increased usage by digital
customers. (Second quarter 1999 ARPUs and MOUs were not
materially affected by the extension of the life of the VIVA prepay

Cash operating expenses per subscriber decreased to $711 in the
second quarter, a 38% reduction from the $1,142 recorded in
second quarter last year. This improvement reflects the combined
effects of growth in the subscriber base, lower per-unit handset
costs and productivity improvements.

Second quarter 1999 net income was $73 million, mainly reflecting
positive operating income and integral financing gains, partially
offset by increased taxes. This compares with a net loss of $179
million in second quarter 1998. Net income for first half 1999 was
$504 million versus a loss of $297 million in first half 1998.

Financial Condition

Capital Expenditures. Iusacell's capital expenditures were US$51
million during second quarter 1999, primarily for accelerated
deployment of the digital infrastructure and continued expansion of
our analog network to meet the capacity requirements of our strong
growth in subscribers and traffic volumes. All cell sites in Regions
5, 6 and 9 now provide digital coverage and Region 7 digitalization
will be completed in the third quarter. Based on the success of our
accelerated digital migration, we are currently revisiting our capital
expenditure plans.

Liquidity. During the second quarter, the Company funded its
operations, capital expenditures, handset purchases and interest
payments through internally generated cash flow and the use of a
US$10 million short-term handset financing facility.

The US$85 million short-term bank bridge facility, under which the
Company borrowed US$75 million, was refinanced today by long-
term bank facilities with a total availability of US$98 million,
guaranteed in part by the Export-Import Bank of the United States.

Debt. Interest-bearing debt as of June 30, 1999 totaled US$464
million, representing a US$55 million increase from second quarter
1998. This additional debt was used to finance part of the digital
network deployment. All of the debt is U.S. dollar-denominated,
with maturities averaging 3.3 years. Iusacell's debt-to capital ratio
was 48.0% at the end of the quarter, versus 52.2% at June 30,

Other Business Developments

Restructuring and Recapitalization Plan. On July 6, Iusacell
commenced its exchange and rights offers in the United States and
Mexico, pursuant to which shareholders will be able to exchange
their Iusacell "D" and "L" shares for
"V" shares of a new holding company on a one-for-one
basis and subscribe to additional "V" shares at a ratio of
0.194115 per exchanged "D" or "L" share.
These offers are scheduled to expire on August 4, 1999. In
addition, at the expiration of the exchange offer, the new holding
company expects to launch secondary and primary share offerings
for a combined 125 million shares (12.5 million American
Depositary Shares). The gross proceeds of both the rights offer
and primary offering, estimated at a total of US$44 million at
today's market price, will be used to finance network investments.
Once all of the offerings are completed, the Company's public float
should more than double and will represent up to 20% of total
outstanding shares.

Calling Party Pays (CPP). CPP was implemented on May 1,
1999. In the first two months we have experienced an increase of
5% in traffic, with a slight increase in the percentage of total calls
that are incoming calls. These results are in line with Iusacell's
expectations. We expect to see continued growth of incoming
traffic volumes.

Year 2000 Compliance. The Company is on schedule to have
substantially all required modifications and replacements for
mission critical systems and internal network elements
implemented by the end of third quarter 1999. Two-thirds of
planned internal testing of systems has taken place, and the
Company will continue internal testing for systems throughout the
balance of the year. External billing system interoperability testing
has recently been completed. The Company believes network
interoperability testing with Telmex is not cost-effective, but
foresees no Year 2000 problems since the protocols for signaling
and interconnection do not involve date-related information.

The Company's major product vendors are making available either
Year 2000 compliant versions of their offerings or new products as
replacements for discontinued offerings. In certain instances,
vendors have not met original delivery schedules, resulting in
delayed testing and deployment. At this time, the Company does
not anticipate that such delays will have a material impact on the
Company's ability to achieve Year 2000 compliance within the
scheduled timeframes.

PCS. The Company plans to deploy PCS services in Region 4 in
the first quarter of 2000. The Company expects to raise the
additional funds required for deployment through a combination of
vendor financing and a debt offering later this year.
Grupo Iusacell is a leading independent telecommunications
Company in Mexico. It provides wireless service in four of Mexico's
nine regions in the central portion of Mexico (including Mexico City)
covering a total of 67 million POPs (population in markets served),
representing 69% of the country's total population. The auctions
won for wireless services in regions 1 and 4 in northern Mexico will
allow the Company to cover an additional 11 million POPs, or 11%
of Mexico's total population. Since February 1997, the Company
has been under the management and operating control of Bell
Atlantic Corporation which owns, through its subsidiaries, 47% of
the Company's capital stock.

Unaudited Operating Highlights

 Second QuarterFirst Half
 19991998% Change19991998% Change
Revenues (millions)$956$72232%$1,812$1,40529%
Gross Margin (millions)$646$47835%$1,197$91731%
Operating Income (millions)$31$1-$32$2-
EBITDA (millions)$330$19273%$615$36768%
Net Income (Loss)$73($179)-$504($297)-
Cellular Subscriber Base950,887550,56973%950,887550,56973%
Net Cellular Additions107,55876,29741%195,512150,44630%
Paging Subscribers27,82620,00639%$27,826$20,00639%
Avg. Number of Employees1,7752,011(12%)1,8391,973(7%)
Avg. Subscribers per Employee49725396%45723991%
Avg. Monthly MOU per Subscriber7488(16%)7591(18%)
Monthly ARPU$331$373(11%)$326$386(16%)
Average Monthly Contract Churn2.42%2.49%-2.39%2.67%-

Integral Financing

 Second QuarterFirst Half
Net Interest Expense($40)($61)($85)($117)
Exchange Gain (Loss)$38($216)$242($420)
Monetary Correction Gain$102$102$381$241
Total Integral Financing Gain (Loss)$100($175)$538($296)

Revenue Breakdown

Revenues by type of service and the period-to-period
comparisons are as follows:

 Second QuarterSecond Half
 1999% of Total1998% of Total1999% of Total1998% of Total
Monthly Fee$35437.0$28339.3$67037.0$54839.0
Airtime Consumption20421.423732.845825.345932.7
Long Distance12513.0506.923212.81027.3
Value-added Services677.0395.41297.1987.0
Total Service Revenues87791.760183.41,64190.61,18784.5
Equipment Sales & Other798.312116.61719.421815.5
Total Revenues$956100.0$722100.0$1,812100.0$1.405100.0

Note: This press release contains statements about expected
future events and financial results that are forward-looking and
subject to risks and uncertainties. For those statements, Iusacell
claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Liti

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