-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OEEpDCwEF/idf8gKQf9li8kTy6ysnjV6raK1wQImKOcYPuzEwBm6i5qDrOj0HJoO 1tQBsLyz54PJe/WV6Ku8qQ== 0001104659-05-024899.txt : 20050523 0001104659-05-024899.hdr.sgml : 20050523 20050523104401 ACCESSION NUMBER: 0001104659-05-024899 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050506 FILED AS OF DATE: 20050523 DATE AS OF CHANGE: 20050523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRICOM SA CENTRAL INDEX KEY: 0001052124 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14816 FILM NUMBER: 05849931 BUSINESS ADDRESS: STREET 1: AVE LOPE DE VEGA NO 95 CITY: SANTO DOMINGO STATE: G8 BUSINESS PHONE: 8094766000 MAIL ADDRESS: STREET 1: AVE LOPE DE VEGA NO 95 CITY: SANTO DOMINGO STATE: G8 ZIP: 00000 6-K 1 a05-9050_16k.htm 6-K

 

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of:         May 6, 2005

 

TRICOM, S.A.

(Translation of registrant’s name into English)

 

Avenida Lope de Vega No. 95, Santo Domingo, Dominican Republic

(Address of principal executives offices)

 

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 ý  Form 40-F o

 

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 o  No ý

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-         

 

 



 

The press release on May 6, 2005, a copy of which is attached as Exhibit 99.1, is incorporated by reference into this Form 6-K.

 

Exhibits.

 

The following exhibit is filed with this report:

 

99.1 -  Press Release, dated May 6, 2005, of TRICOM, S.A.

 

[Signature on following page.]

 

2



 

SIGNATURES

 

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.

 

 

 

TRICOM, S.A

 

 

 

 

 

 

Dated: May 6, 2005

By:

/s/ CARL H. CARLSON

 

 

 

Carl H. Carlson

 

 

Chief Executive Officer

 

3



 

Exhibit Index

 

99.1 -  Press Release, dated May 6, 2005, of TRICOM, S.A.

 

4


EX-99.1 2 a05-9050_1ex99d1.htm EX-99.1

Exhibit 99.1

 

TRICOM ANNOUNCES FIRST QUARTER RESULTS

 

(Santo Domingo, Dominican Republic, May 6, 2005) Tricom, S.A. (OTC: TRICY) today announced consolidated unaudited financial and operational results for the first quarter ended March 31, 2005. These results reflect increased penetration in the Company’s core domestic businesses, as well as improved macroeconomic conditions in the Dominican Republic characterized by the appreciation of the value of the Dominican peso. The 2005 first quarter marks the Company’s third consecutive quarter of revenue growth primarily driven by increased revenues from its domestic telephony, mobile, cable television and data & Internet access services.

 

“We are very pleased to report another quarter of double-digit-revenue-growth driven by strong subscriber growth in our major domestic businesses”, said Carl Carlson, Chief Executive Officer. “During the first quarter we continued executing on our disciplined, focused business plan. Going forward we are cautiously optimistic and expect continuing progress by making targeted capital investments while maintaining a rigorous financial discipline with respect to operational decisions.”

 

Results of Operations

 

Operating revenues grew 26.9 percent to $55.0 million for the 2005 first quarter compared to the same period in the previous year, driven primarily by the Company’s domestic telephony, mobile, cable and data & Internet services, offset by lower international long distance revenues. Operating losses totaled $1.9 million during the 2005 first quarter compared to $9.3 million during the 2004 first quarter.  The improvement in the Company’s operating performance during the 2005 first quarter is attributable to improved margins driven by higher operating revenues. Net loss totaled $19.2 million, or $0.30 per share for the 2005 first quarter, compared to a net loss of $23.3 million, or $0.36 per share during the 2004 first quarter.

 

First quarter long distance revenues decreased by 13.7 percent to $18.6 million from the year ago period, primarily due to lower international long distance traffic, derived from the Company’s U.S.-based wholesale and retail operations, together with lower average termination rates to the Dominican Republic. On a sequential basis, however, first quarter long distance revenues increased by 8.2 percent from long distance revenues in the 2004 fourth quarter driven by a higher volume of long distance minutes.

 

Domestic telephony revenues increased by 75.4 percent to $20.6 million in the 2005 first quarter primarily due to a higher average number of lines in service and average revenues per subscriber, together with the positive impact of currency appreciation. At March 31, 2005, the Company had approximately 156,000 lines in service, representing a 6.5 percent increase from lines in service at March 31, 2004.

 



 

Mobile revenues increased by 45.5 percent to $9.2 million in the 2005 first quarter driven primarily by higher mobile subscriber additions and airtime minutes coupled with the increase in the average value of the Dominican peso during the first quarter. Mobile subscribers at March 31, 2005 totaled approximately 320,000, representing a 15.6 percent increase from mobile subscribers at March 31, 2004. During the 2005 first quarter, the Company identified and voluntarily disconnected approximately 28,000 mobile subscribers that had not utilized the Company’s services for an extended period of time.

 

Cable revenues increased by 79.4 percent to $4.7 million for the 2005 first quarter primarily due to currency appreciation, a higher average cable subscriber base, as well as higher monthly cable service fees. At March 31, 2005, cable subscribers totaled approximately 60,500, a 1.6 percent increase from the number of cable subscribers at March 31, 2004.

 

Data and Internet revenues increased by 73.1 percent to $1.9 million for the 2005 first quarter, mainly due to the growth of the Company’s data and Internet subscriber base, as well as the positive impact of currency appreciation during the first quarter. At March 31, 2005, data and Internet access accounts totaled approximately 15,300, representing a 6.6 percent increase from the number of data and Internet subscribers at March 31, 2004.

 

Consolidated operating costs and expenses increased by 8.0 percent to $56.9 million in the 2005 first quarter primarily driven by higher selling, general and administrative expenses (SG&A) and increased costs of sales and services. These increases were partly offset by lower non-cash depreciation and amortization charges.

 

SG&A expenses increased by 38.3 percent to $17.8 million in the 2005 first quarter primarily as a result of higher salaries and other employee compensations, energy and occupancy costs, as well as marketing and promotional expenses. The increases in SG&A expenses were largely due to the impact of currency appreciation over peso-denominated expenses. Cost of sales and services increased 4.4 percent to $21.9 million during the 2005 first quarter due to higher dollar-denominated transport and access charges, offset in part by a lower cost of equipment sold. Due to a lower average depreciable asset base, the Company’s depreciation and amortization charges decreased by 4.6 percent to $16.0 million during the 2005 first quarter.

 

Interest expense totaled approximately $16.5 million in the 2005 first quarter compared to $15.4 million in the 2004 first quarter. Beginning in October 2003, the Company suspended principal and interest payments on its unsecured debt obligations and principal payments on its secured indebtedness. During the 2005 first quarter, the Company recorded approximately $1.0 million in foreign currency exchange losses attributed to the impact of the rise of average value of the Dominican peso on the Company’s peso-denominated liabilities.

 



 

Liquidity and Capital Resources

 

Total debt amounted to $448.0 million at March 31, 2005, compared to $448.3 million at December 31, 2004. Total debt included $200 million principal amount of 11-3/8 percent Senior Notes, approximately $34.0 million of secured debt and approximately $214.0 million of unsecured bank and other debt.

 

At March 31, 2005, the Company had approximately $24.0 million of cash on hand compared to $17.7 million at hand at December 31, 2004 and $7.4 million at hand at March 31, 2004. The increase in cash resulted from higher cash provided by the Company’s operating activities. During the 2005 first quarter, the Company’s net cash provided by operating activities totaled $9.3 million compared to net cash provided by operating activities of $5.6 million during the 2004 first quarter.

 

Capital expenditures totaled $1.5 million during the 2005 first quarter compared to $766,000 during the 2004 first quarter. The Company’s capital expenditures during the 2005 first quarter were made primarily for the installation of additional lines, mobile network enhancements and other network improvements.

 

Financial Restructuring Update

 

Since October 2003, the Company has suspended principal and interest payments on its outstanding unsecured indebtedness and principal payments on its secured indebtedness.  As a result, the Company is in default with respect to its outstanding indebtedness, approximately $400 million principal amount as of December 31, 2004.

 

As previously announced, the Company continues to engage in discussions with the holders of its indebtedness, which includes an ad hoc committee of holders of its 11-3/8 percent Senior Notes due 2004, regarding an agreement on a consensual financial restructuring of its balance sheet. The Company’s future results and its ability to continue operations will depend on the successful conclusion of the restructuring of its indebtedness.

 

Since these negotiations are ongoing, the value and treatment of the Company’s existing secured and unsecured obligations, as well as that of the interest of its existing shareholders, is uncertain at this time. Even if a restructuring can be completed, the value of the Company’s existing debt securities and instruments is expected to be substantially less than the current recorded face amount of such obligations, and investors in the Company’s equity interests, including the American Depository Shares, are expected to receive little or no value with respect to their investment.

 

About TRICOM

 

Tricom, S.A. is a full service communications services provider in the Dominican Republic. We offer local, long distance, mobile, cable television and broadband data transmission and Internet services. Through Tricom USA, we are one of the few Latin

 



 

American based long distance carriers that is licensed by the U.S. Federal Communications Commission to own and operate switching facilities in the United States. Through our subsidiary, TCN Dominicana, S.A., we are the largest cable television operator in the Dominican Republic based on our number of subscribers and homes passed. For more information about Tricom, please visit www.tricom.net

 

Cautionary Language Concerning Forward-Looking Statements

 

Statements in this press release that are not strictly historical in nature are forward-looking statements. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties. Actual events or results may differ materially due to various factors. Factors which may cause actual results to differ materially from those discussed herein include economic considerations that could affect demand for telecommunications services and the ability of the Company to make collections, including devaluation of the Dominican peso, the effect of the Company’s default on its indebtedness, the inability to reach an agreement with our creditors on a restructuring plan, inflation, regulatory factors, legal proceedings, exchange controls and occurrences in currency markets, competition, and the risk factors set forth in the Company’s various filings with the Securities and Exchange Commission, including its more recently filed Annual Report on Form 20-F. The Company undertakes no obligation to revise these forward-looking statements to reflect events or circumstances after the date hereof.

 

(Five tables to follow)

 



 

TRICOM, S.A. AND SUBSIDIARIES

Selected Financial and Operating Data (unaudited)

(In US$)

 

 

 

1Q’04

 

4Q’04

 

1Q’05

 

Sequential
% Chng.

 

Y-o-Y
%
Chng.

 

 

 

 

 

 

 

 

 

 

 

 

 

Economic Statistics (1):

 

 

 

 

 

 

 

 

 

 

 

Increase in C.P.I. (12 month aggregate)

 

62.3

%

28.7

%

4.3

%

 

 

 

 

Increase in C.P.I  year-to-date

 

24.4

%

28.7

%

0.8

%

 

 

 

 

Exchange rate (at period end)

 

$

44.58

 

31.07

 

28.06

 

-9.7

%

-37.1

%

Avg. period exchange rate

 

$

48.20

 

31.04

 

29.31

 

-5.6

%

-39.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Financial Data :

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures (In US$000s)

 

$

766

 

9,805

 

1,540

 

-84.3

%

+101.1

%

Total employees (at period end)

 

1,397

 

1,417

 

1,420

 

+0.2

%

+1.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Operating Data:

 

 

 

 

 

 

 

 

 

 

 

Lines in service

 

146,567

 

153,440

 

156,057

 

+1.7

%

+6.5

%

Cellular & PCS subscribers

 

276,343

 

345,636

 

319,573

 

-7.5

%

+15.6

%

Cable subscribers

 

59,530

 

59,320

 

60,461

 

+1.9

%

+1.6

%

Data / Internet subscribers

 

14,356

 

14,876

 

15,301

 

+2.9

%

+6.6

%

Long distance minutes (in 000s) (2)

 

284,634

 

191,312

 

230,003

 

+20.2

%

-19.2

%

 


Footnote:

(1) Source: Dominican Republic Central Bank; TRICOM, S.A.

(2) Includes inbound, outbound and domestic long distance minutes.

CPI = Consumer Price Index

n.m. = Not meaningful

 



 

Note to Financial Statements

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  In recent years, the Company has suffered recurring losses from operations, which have been impacted further by the recognition of impairment losses of long-term assets and intangibles and the loss in the disposal of the Central America operations, which have led the Company to default in its long and short term debt commitments.  These situations, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

TRICOM, S.A. AND SUBSIDIARIES

Consolidated Balance Sheets

(In US$ Thousands)

 

 

 

December 31,

 

March 31,

 

 

 

2004

 

2005

 

 

 

(Unaudited)

 

(Unaudited)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash on hand and in banks

 

$

17,723

 

$

24,029

 

 

 

 

 

 

 

Accounts receivable:

 

 

 

 

 

Customers

 

19,094

 

20,528

 

Carriers

 

5,300

 

5,971

 

Others

 

3,358

 

3,646

 

 

 

27,752

 

30,146

 

Allowance for doubtful accounts

 

(3,180

)

(3,959

)

Accounts receivable, net

 

24,571

 

26,186

 

 

 

 

 

 

 

Inventories, net of allowances

 

1,698

 

1,497

 

 

 

 

 

 

 

Current portion of investments

 

505

 

 

Prepaid expenses

 

3,521

 

7,926

 

Deferred income taxes

 

1,368

 

1,368

 

Total current assets

 

49,386

 

61,008

 

 

 

 

 

 

 

Mortgage investments

 

986

 

1,090

 

 

 

 

 

 

 

Property and equipment, net

 

332,222

 

317,502

 

Intangible assets

 

2,665

 

2,665

 

Other assets at cost, net of amortization

 

3,680

 

3,732

 

 

 

 

 

 

 

 

 

$

388,939

 

$

385,996

 

 



 

TRICOM, S.A. AND SUBSIDIARIES

Consolidated Balance Sheets

(In US$)

 

 

 

December 31,

 

March 31,

 

 

 

2004

 

2005

 

 

 

(Unaudited)

 

(Unaudited)

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Notes payable:

 

 

 

 

 

Borrowed funds

 

$

47,724

 

$

44,948

 

Commercial paper

 

57,120

 

55,473

 

Current portion of long-term debt

 

328,902

 

333,089

 

 

 

433,746

 

433,510

 

 

 

 

 

 

 

Capital leases

 

14,531

 

14,531

 

 

 

 

 

 

 

Accounts payable:

 

 

 

 

 

Carriers

 

7,027

 

7,685

 

Suppliers

 

13,468

 

9,290

 

Others

 

395

 

1,414

 

 

 

20,890

 

18,390

 

 

 

 

 

 

 

Other liabilities

 

8,338

 

9,543

 

Interest payable

 

90,246

 

105,898

 

Deferred income tax

 

1,183

 

1,183

 

Accrued expenses

 

15,688

 

17,753

 

Total current liabilities

 

584,622

 

600,807

 

 

 

 

 

 

 

Reserve for severance indemnities

 

50

 

161

 

Total liabilities

 

584,672

 

600,968

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Class A Common Stock at par value RD$10: Authorized 55,000,000 shares; 45,458,041 shares issued at December 31, 2004 and March 31, 2005

 

24,951

 

24,951

 

Class B Stock at par value RD$10: Authorized 25,000,000 shares at December 31, 2004 and March 31, 2005; 19,144,544 issued at December 31, 2004 and March 31, 2005

 

12,595

 

12,595

 

Additional paid-in-capital

 

275,497

 

275,497

 

Retained loss

 

(506,753

)

(525,991

)

Other comprehensive income-foreign currency translation

 

(2,024

)

(2,024

)

Stockholders equity, net

 

(195,733

)

(214,972

)

 

 

 

 

 

 

 

 

$

388,939

 

$

385,996

 

 



 

TRICOM, S.A. AND SUBSIDIARIES

Consolidated Statement of Operations

(In US$ Thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2004

 

2005

 

 

 

(Unaudited)

 

(Unaudited)

 

Operating revenues:

 

 

 

 

 

Long distance

 

$

21,534

 

$

18,587

 

Domestic telephony

 

11,734

 

20,577

 

Mobile

 

6,350

 

9,239

 

Cable

 

2,599

 

4,663

 

Data and Internet

 

1,108

 

1,917

 

Other

 

11

 

5

 

Total operating revenues

 

43,336

 

54,989

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

Cost of sales and services

 

20,954

 

21,877

 

Selling, general and administrative expenses

 

12,853

 

17,781

 

Depreciation and amortization

 

16,811

 

16,034

 

Special items and restructuring costs

 

2,052

 

1,209

 

Total operating costs and expenses

 

52,670

 

56,901

 

 

 

 

 

 

 

Operating income

 

(9,334

)

(1,912

)

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

Interest expense

 

(15,397

)

(16,500

)

Interest income

 

13

 

82

 

Foreign currency exchange gain (loss)

 

1,410

 

(1,023

)

Other, net

 

19

 

205

 

Other expenses, net

 

(13,955

)

(17,236

)

 

 

 

 

 

 

Loss before income taxes

 

(23,289

)

(19,148

)

 

 

 

 

 

 

Income taxes, net

 

(60

)

(90

)

 

 

 

 

 

 

Net loss

 

$

(23,349

)

(19,238

)

 

 

 

 

 

 

Loss per common share

 

$

(0.36

)

$

(0.30

)

 

 

 

 

 

 

Average number of common shares used in calculation

 

64,603

 

64,603

 

 



 

TRICOM, S.A. AND SUBSIDIARIES

Consolidated Statement of Cash Flows (Unaudited)

(In US$ Thousands)

 

 

 

Period Ended

 

 

 

March 31,

 

 

 

2004

 

2005

 

 

 

(Unaudited)

 

(Unaudited)

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(23,349

)

(19,238

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

16,752

 

15,980

 

Allowance for doubtful accounts

 

354

 

1,051

 

Amortizations

 

59

 

54

 

Effect of exchange rate in debt

 

(1,287

)

1,594

 

Expense for severance indemnities

 

 

 

Net changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(1,882

)

(2,666

)

Inventories

 

(1,356

)

481

 

Prepaid expenses

 

(3,451

)

(4,406

)

Other assets

 

2,712

 

(106

)

Accounts payable

 

(5,320

)

(2,500

)

Other liabilities

 

(145

)

1,205

 

Accrued expenses

 

23,093

 

17,716

 

Reserve for severance indemnities

 

(612

)

111

 

Total adjustments

 

28,918

 

28,514

 

Net cash provided by (used in) operating activities

 

$

5,569

 

$

9,276

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Disposition (acquisition) of investments

 

(81

)

402

 

Acquisition of property and equipment

 

(766

)

(1,540

)

Net cash used in investing activities

 

$

(847

)

$

(1,139

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Borrowed (paid) funds

 

(287

)

 

Proceeds from issuance of commercial paper

 

 

 

Payments of commercial paper

 

(5

)

(1,831

)

Payments of long-term debt

 

 

 

Net cash provided by financing activities

 

$

(292

)

$

(1,831

)

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

4,430

 

6,307

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of the period

 

2,964

 

17,723

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

7,394

 

$

24,029

 

 

###

 

For Further Information Contact:

Miguel Guerrero, Investor Relations

Ph (809) 476-4044 / 4012

e-mail: investor.relations@tricom.net

 


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