6-K 1 apr2904_6k3.htm

MILLICOM INTERNATIONAL

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Issuer

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

For April 29, 2004

Commission File Number: 000-22828

MILLICOM INTERNATIONAL

CELLULAR S.A.

75 Route de Longwy

Box 23, L-8080 Bertrange

          Grand-Duchy of Luxembourg          

(Address of principal executive offices)

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

Form 20-F   X   Form 40-F      

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

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  

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

MILLICOM INTERNATIONAL CELLULAR S.A.

INDEX TO EXHIBITS

Item

1. Press release dated April 20, 2004.

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.

	MILLICOM INTERNATIONAL CELLULAR S.A.
		(Registrant)
Date: April 29, 2004	By:	/s/ Bruno Nieuwland
	Name:	Bruno Nieuwland
	Title:	Chief Financial Controller

Item 1

MILLICOM INTERNATIONAL CELLULAR S.A.

FOR IMMEDIATE RELEASE
April 20, 2004

MILLICOM INTERNATIONAL CELLULAR S.A. ANNOUNCES RESULTS
FOR THE QUARTER ENDED MARCH 31, 2004

	•	54% increase in revenues for Q1 04 to $213.9m (Q1 03: $138.7m)*
	•	Profit of $14.7m for Q1 04 (Q1 03: $26.2m)
	•	Profit per common share of $0.22 for Q1 04 (Q1 03: $0.40)
	•	55% increase in EBITDA for Q1 04 to $106.8m (Q1 03: $69.0m)*
	•	39% annual increase in proportional subs to 4.1m and in total subs to 5.9m*

New York, Stockholm, London and Luxembourg – April 20, 2004 – Millicom International Cellular SA (Nasdaq Stock Market: MICC, Stockholmsbörsen: MIC), the global telecommunications investor, today announces results for the quarter ended March 31, 2004.

Financial summary for the quarters ended March 31, 2004 and 2003*

	March 31 2004		March 31 2003		Change
Worldwide subscribers(i)
-  proportional cellular (ii)	4,128,030		2,962,603		39%
total cellular	5,897,371		4,248,714		39%
US$ ‘000	213,859		138,703		54%
Revenues
Operating profit before depreciation and	106,790		68,961		55%
amortization, EBITDA(iii)
EBITDA margin	50%		50%
Profit for the period	14,730		26,226
Basic profit per common share (US$)	0.22		0.40
Diluted profit per common share (US$)	0.20		0.40
Weighted average number of shares (thousands)	65,963		65,136
Weighted average number of shares and	79,930		65,136
dilutive potential shares (thousands)

(i)	Subscriber figures represent the worldwide total number of subscribers of cellular systems in which MIC has an ownership interest. Subscriber figures do not include divested operations.
(ii)	Proportional subscribers are calculated as the sum of MIC’s percentage ownership of subscribers in each operation.
(iii)	EBITDA; operating profit before interest, taxation, depreciation and amortization, is derived by deducting cost of sales, sales and marketing costs, and general and administrative costs from revenues.
*	Due to local issues in El Salvador, MIC discontinued consolidating El Salvador on a proportional basis from May 2001 to September 2003. Figures for 2003 in this press release therefore exclude divested operations and El Salvador in respect to subscribers and for financial results, down to and including EBITDA. Figures for 2004 include El Salvador and exclude divested operations for subscribers and financial results, down to and including EBITDA.

Marc Beuls, MIC’s President and Chief Executive Officer stated:

“We have changed our financial reporting to reflect the five operational clusters in the group which are South East Asia, South Asia, Africa, Central America and South America. Countries within a cluster have historically shown similar developments and breaking down the numbers in this way provides greater transparency and enables our shareholders, bondholders and analysts to gain a better understanding of the trends we see in certain parts of the company.

MIC has had a buoyant start in 2004, building on the growth seen last quarter, by producing increases in revenues and EBITDA of 54% and 55% respectively over the first quarter of 2003. Our African operations in particular continued to show very impressive growth with revenues up 76% and EBITDA up 92% year on year, fuelled by annual total subscriber growth of 81%. Asia continued to perform well and we are encouraged by definite signs of recovery in South America. Our priority for 2004 is to accelerate the growth of our existing operations, whilst seeking opportunities in adjacent markets. Our current licence renewals are progressing well. We signed a Memorandum of Understanding in Vietnam and, in Pakistan, our licence extension has been confirmed and negotiations continue with the Ministry of Telecoms regarding final terms.”

FINANCIAL AND OPERATING SUMMARY*

•	Subscriber growth:
		An annual increase in worldwide total cellular subscribers of 39% to 5,897,371 at March 31, 2004.
		28% underlying annual growth in total cellular subscribers excluding El Salvador.
		IAn annual increase in proportional cellular subscribers of 39% to 4,128,030 at March 31, 2004.
		24% underlying annual growth in proportional subscribers excluding El Salvador.
		In the first quarter of 2004 MIC added 206,829 net new total cellular subscribers.
		Proportional prepaid subscribers increased to 3,641,976 from 2,641,734 at March 31, 2003.
•	Financial highlights:
		Revenues for the first quarter of 2004 were $213.9 million, an increase of 54% from the first quarter of 2003. Excluding El Salvador the increase was 30%.
		EBITDA increased by 55% in the first quarter of 2004 to $106.8 million, from $69.0 million for the first quarter of 2003. Excluding El Salvador, the increase was 34%.
		From the first quarter of 2004, MIC is providing greater disclosure in its financial reporting by reflecting the five operational clusters in the group; South East Asia, South Asia, Africa, Central America and South America.
•	Total cellular minutes increased by 57% for the three months ended March 31, 2004 from the same quarter in 2003 and increased by 41% excluding El Salvador, with prepaid minutes increasing by 70% in the same period and by 59% excluding El Salvador.
		2

• On February 4, 2004 MIC’s subsidiary in Vietnam, Comvik International Vietnam signed a Memorandum of Understanding with its partner VMS, a subsidiary of the Vietnam Posts and Telecommunications, to confirm their intention to extend the co-operation for the long term.
  
  
• On February 5, 2004 MIC acquired 26% of Millicom Tanzania Ltd from the Government of Tanzania, bringing its ownership to 84%. MIC now controls Millicom Tanzania Ltd.
  
  
• An Extraordinary General Meeting of Shareholders held on February 16, 2004, approved a stock split of the issued shares of MIC by which each share with a par value of $6 was split into four new shares with a par value of US$ 1.50. The stock split became effective after close of business on February 20, 2004.
  
  
• On February 17, 2004 MIC signed a management agreement with Rafsanjan Industrial Complex (‘RIC’) in Iran to manage a nationwide GSM network to be owned by RIC under a build, operate and transfer contract between RIC and Telecommunications Company of Iran. The contract allows RIC to build and operate the network for 2 million prepaid subscribers for a period of 11 years. MIC will be paid a share of the revenues generated by the network and has been awarded an option to acquire 47% of the company that will operate it.
  
  
• On March 19, 2004 MIC formally requested the Trustee to call the entire outstanding amount of 2% Senior Convertible PIK Notes (the “2% PIK Notes”) for redemption in cash on April 26, 2004 in accordance with the terms of the Indenture covering these Notes. During the quarter ended March 31, 2004, 40% of the 2% PIK Notes outstanding at year end were converted.
  
  
• MIC’s listing on the Stockholmsbörsen (Swedish Stock Exchange) became effective on March 30, 2004.
  

REVIEW OF OPERATIONS

SUBSCRIBER GROWTH*

In the first quarter of 2004 MIC’s worldwide operations in Asia, Latin America and Africa added 206,829 net new total cellular subscribers. On a proportional basis, MIC added 102,454 subscribers, bringing the total at March 31, 2004 to 4.1 million.

At March 31 2004, MIC’s total cellular subscriber base increased by 39% to 5,897,371 cellular subscribers from 4,248,714 as at March 31, 2003. Particularly significant percentage increases were recorded in Ghana, Senegal, Sierra Leone, Vietnam and Pakistan. MIC’s proportional subscriber base increased to 4,128,030 from 2,962,603 at March 31, 2003, also an increase of 39%.

MIC experienced negative subscriber growth in South America over the last twelve months as a result of the subscriber review in Paraguay earlier this year and a similar review last year in Bolivia.

Within the 4,128,030 proportional cellular subscribers reported at the end of the first quarter, 3,641,976 were pre-paid customers. Excluding El Salvador, proportional pre-paid subscribers increased by 26% from March 2003. Pre-paid subscribers currently represent respectively 87% and 88% of total and proportional cellular subscribers.

3

Cellular Operations (i)*

	Proportional (ii) Subs at Mar 31, 2004		Proportional (ii) Subs at Mar 31, 2003		Annualized Increase		Total Subs at Mar 31, 2004		Total Subs at Mar 31, 2003		Annualized Increase
South East Asia	779,517		508,987		53%		1,706,073		1,107,885		54%
South Asia	1,044,513		751,696		39%		1,246,692		906,037		38%
MIC Asia	1,824,030		1,260,683		45%		2,952,765		2,013,922		47%
Central America	987,115		417,628		136%		1,443,815		786,346		84%
South America	721,602		1,005,197		-28%		739,530		1,027,853		-28%
MIC Latin America	1,708,717		1,422,825		20%		2,183,345		1,814,199		20%
MIC Africa	595,283		279,095		113%		761,261		420,593		81%
Total Cellular Ops	4,128,030		2,962,603		39%		5,897,371		4,248,714		39%

(i)	All numbers and comparatives exclude divested operations
(ii)	Proportional subscribers are calculated as the sum of MIC’s percentage ownership of subscribers in each operation.
*	Due to local issues in El Salvador, MIC discontinued consolidating El Salvador on a proportional basis from May 2001 to September 2003. Figures for 2003 therefore exclude El Salvador. Figures for 2004 include El Salvador.

FINANCIAL RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2004*

Total revenues for the three months ended March 31, 2004 were $213.9 million, an increase of 54% from the first quarter of 2003, reflecting the increasing trend of growth in MIC’s operations. MIC recorded revenue growth in Africa of 76% to $31.7m in the first quarter of 2004 compared with the same period in 2003, with Ghana producing growth of 153%. Revenues for Asia for the first quarter of 2004 increased by 34% from the same period last year, to $86.4 million, with $55.7 million for South East Asia and $30.6 million for South Asia.

First quarter revenues for Latin America increased by 76% from the first quarter of 2003, mainly because of the reconsolidation of El Salvador, or by 13% if El Salvador is excluded. The Central American market continued to perform strongly with Guatemala and Honduras producing increases in revenues of 20% and 19% respectively from the first quarter of 2003. In South America, Bolivia and Paraguay produced revenue increases of 6% and 4% respectively, their highest year-on-year quarterly increases for several years, pointing to an upturn in the region.

EBITDA for the three months ended March 31, 2004 was $106.8 million, an increase of 55% from the quarter ended March 31, 2003. EBITDA for Africa increased by a 92% to $13.3 million in the first quarter of 2004 from $7.0 million in the first quarter of 2003, with the most impressive growth occurring in Ghana and Senegal. EBITDA for Asia was $50.0 million for the first quarter, an increase of 37% from the same period in 2003, with increases of 45% and 34% for South Asia and South East Asia respectively. Latin America recorded growth in EBITDA of 74% from the first quarter of 2003 to $43.5 million, following the reconsolidation of El Salvador, with a particularly strong increase of 37% produced by Guatemala. Excluding El Salvador, EBITDA grew by 17%. The quarterly EBITDA margin for Asia was 58%, (59% for South East Asia and 55% for South Asia), for Latin America it was 46% (49% for Central America and 39% for South America) and for Africa it was 42%.

4

The profit per common share on a non-dilutive basis for the first quarter of 2004 was $0.22. Excluding the gain on exchange and disposal of investments, the valuation movements on securities, the fair value result on financial instruments and the exchange gain on the 5% Mandatory Exchangeable Notes, the profit per share was $0.21. The corresponding loss per share for the first quarter of 2003 was ($0.20), derived from the profit per share of $0.40 after deduction of $0.60 relating to a non-recurring gain on exchange and disposal of investments and valuation movements on securities.

Millicom International Cellular S.A. is a global telecommunications investor with cellular operations in Asia, Latin America and Africa. It currently has a total of 16 cellular operations and licenses in 15 countries. The Group’s cellular operations have a combined population under license of approximately 387 million people.

This press release may contain certain “forward-looking statements” with respect to Millicom’s expectations and plans, strategy, management’s objectives, future performance, costs, revenues, earnings and other trend information. It is important to note that Millicom’s actual results in the future could differ materially from those anticipated in forward-looking statements depending on various important factors. Please refer to the documents that Millicom has filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended, including Millicom’s most recent annual report on Form 20-F, for a discussion of certain of these factors.

All forward-looking statements in this press release are based on information available to Millicom on the date hereof. All written or oral forward-looking statements attributable to Millicom International Cellular S.A., any Millicom International Cellular S.A. members or persons acting on Millicom’s behalf are expressly qualified in their entirety by the factors referred to above. Millicom does not intend to update these forward-looking statements.

CONTACTS:
Marc Beuls	Telephone: +352 27 759 327
President and Chief Executive Officer
Millicom International Cellular S.A., Luxembourg
Andrew Best	Telephone: +44 20 7321 5022
Investor Relations
Shared Value Ltd, London
Visit our web site at http://www.millicom.com

CONFERENCE CALL DETAILS

A conference call to discuss the results will be held at 16:00 Luxembourg time / 10:00 New York time, on Tuesday, April 20, 2004. The dial-in numbers are: +44 1452 542 300 or +1 866 220 1452 and participants should quote Millicom International Cellular. A live audio stream of the conference call can also be accessed at www.millicom.com. Please dial in / log on 5 minutes prior to the start of the conference call to allow time for registration. A recording of the conference call will be available for 7 days after the conference call, commencing approximately 30 minutes after the live call has finished, on +44 1452 550 000 or +1 866 247 4222, access code: 1220441#.

5

APPENDICES

• Consolidated statements of profit and loss for the three months ended March 31, 2004 and 2003
  
  
• Consolidated balance sheets as of March 31, 2004 and December 31, 2003
  
  
• Condensed consolidated statements of cash flows for the three months ended March 31, 2004 and 2003
  
  
• Condensed consolidated statements of changes in shareholders’ equity for the three months ended March 31, 2004 and for the year ended December 31, 2003
  
  
• MIC quarterly analysis by cluster
  

6

     Millicom International Cellular S.A.

Consolidated statements of profit and loss
for the three months ended March 31, 2004 and 2003

		Quarter ended		Quarter ended
		March 31, 2004		March 31, 2003
		(Unaudited)		(Unaudited)
		US$ ’000		US$ ’000
Revenues		213,859		144,719
Operating expenses
Cost of sales (excluding depreciation and amortization)		(56,074)		(36,546)
Sales and marketing		(28,790)		(17,956)
General and administrative expenses		(22,205)		(18,647)
Corporate and license acquisition costs		(7,314)		(5,999)
Write-down of assets, net		(405)		(384)
Depreciation and amortization		(37,004)		(30,503)
Operating profit		62,067		34,684
Gain on exchange and disposal of investments		30		1,181
Valuation movement on securities		(66,106)		38,237
Fair value result on financial instuments		51,700		0
Profit from associates		134		45
Interest expense		(27,349)		(38,902)
Interest income		1,574		1,129
Exchange gain, net		14,424		3,754
Profit before taxes		36,474		40,128
Taxes		(16,702	)	(10,198	)
Profit after taxes		19,772		29,930
Minority interest		(5,042	)	(3,704	)
Profit for the period		14,730		26,226
Basic earnings per common share (US$)		0.22		0.40
Weighted average number of shares outstanding in the period (in thousands)		65,963		65,136
Diluted earnings per common share (US$)		0.20		0.40
Weighted average number of shares and potential
dilutive shares outstanding in the period (in thousands)		79,930		65,136
				7

Millicom International Cellular S.A.

Consolidated balance sheets
as of March 31, 2004 and December 31, 2003

		March 31, 2004		Dec 31, 2003
		(Unaudited)
		US$ ’000		US$ ’000
Assets
Non-current assets
Intangible assets
Goodwill, net		43,924		49,578
Licenses, net		31,544		30,889
Other intangible assets, net		5,417		5,148
Property, plant and equipment, net		522,042		487,746
Financial assets
Investment in Tele2 AB shares (i)		412,934		479,040
Investment in other securities		25,424		25,397
Investment in associated companies		1,458		1,340
Pledged deposits		24,639		31,530
Deferred taxation		5,146		5,226
Total non-current assets		1,072,528		1,115,894
Current assets
Financial assets - Investment in other securities		15,291		15,291
Inventories		12,474		10,941
Debtors
Trade receivables, net		135,690		113,750
Amounts due from joint ventures		10,400		13,137
Amounts due from other related parties		3,075		2,905
Prepayments and accrued income		27,366		19,739
Other current assets		59,476		49,583
Time deposits		98,462		32,880
Cash and cash equivalents		96,889		148,829
Total current assets		459,123		407,055
Total assets		1,531,651		1,522,949

(i)	Net position of the 5% Mandatory Exchangeable Notes as of March 31, 2004		US$ ’000
	Investment in Tele2 shares		412,934
	Embedded derivative on the 5% Mandatory Exchangeable Notes in Tele2		(51,757	)
			361,177
	5% Mandatory Exchangeable Notes in Tele2 - debt component		(314,881	)
	Net position		46,296
					8

Millicom International Cellular S.A.

Consolidated balance sheets
as of March 31, 2004 and December 31, 2003

	Mar 31, 2004		Dec 31, 2003
	(Unaudited)
	US$ ’000		US$ ’000
Shareholders’ equity and liabilities
Shareholders’ equity
Share capital and premium	268,044		239,876
Treasury stock	(8,833	)	(8,833	)
2% PIK notes – equity component	9,485		16,006
Legal reserve	4,256		4,256
Retained losses brought forward	(267,287	)	(446,110	)
Profit for the period	14,730		178,823
Currency translation reserve	(70,221	)	(69,198	)
Total shareholders’ equity	(49,826	)	(85,180	)
Minority interest	30,456		26,571
Liabilities
Non-current liabilities
10% Senior Notes	536,244		536,036
2% PIK notes - debt component	31,001		50,923
5% Mandatory Exchangeable Notes - debt component(i)	314,881		327,635
Embedded derivative on the 5% Mandatory Exchangeable Notes(i)	51,757		103,457
Other debt and financing	112,297		126,150
Deferred taxation	36,460		33,944
Total non-current liabilities	1,082,640		1,178,145
Current liabilities
Other debt and financing	123,743		132,664
Trade payables	147,129		112,764
Amounts due to other related parties	2,124		608
Accrued interest and other expenses	56,620		44,673
Other current liabilities	138,765		112,704
Total current liabilities	468,381		403,413
Total liabilities	1,551,021		1,581,558
Total shareholders’ equity and liabilities	1,531,651		1,522,949
			9

     Millicom International Cellular S.A.

Condensed consolidated statements of cash flows
for the three months ended March 31, 2004 and 2003

	Mar 31, 2004		Mar 31, 2003
	(Unaudited)		(Unaudited)
	US$ ’000		US$ ’000
Net cash provided by operating activities	75,405		61,984
Cash flow used by investing activities	(97,043	)	(38,134	)
Cash flow used by financing activities	(30,360	)	(16,916	)
Cash effect of exchange rate changes	58		173
Net increase in cash and cash equivalents	(51,940	)	7,107
Cash and cash equivalents, beginning	148,829		70,451
Cash and cash equivalents, ending	96,889		77,558

Millicom International Cellular S.A.

     Condensed consolidated statements of changes in shareholders’ equity
for the three months ended March 31, 2004 and for the year ended December 31, 2003

	Dec 31, 2004		Mar 31, 2003
	(Unaudited)
	US$ ’000		US$ ’000
Shareholders’ equity at January 1	(85,180	)	(295,259	)
Disposal / Cancellation of treasury stock	-		2,394
Profit for the period	14,730		178,823
Shares issued via the exercise of stock options	333		-
Effect of consolidation of El Salvador	-		(3,248)
Issuance / Conversion of 2% PIK Notes	21,314		17,187
Movement in currency translation reserve	(1,023	)	14,923
Shareholders’ equity	(49,826	)	(85,180	)

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Millicom International Cellular S.A.

Quarterly analysis by cluster

	04 Q1		03 Q4		03 Q3		03 Q2		03 Q1
Total cellular subs
South East Asia	1,706,073		1,484,867		1,334,088		1,222,404		1,107,885
South Asia	1,246,692		1,192,282		1,103,671		1,005,761		906,037
MIC Asia	2,952,765		2,677,149		2,437,759		2,228,165		2,013,922
Central America	1,443,815		1,412,513		1,320,493		811,731		786,346
South America	739,530		939,376		1,013,846		986,397		1,027,853
MIC Latin America	2,183,345		2,351,889		2,334,339		1,798,128		1,814,199
MIC Africa	761,261		661,504		531,743		445,542		420,593
Sub-total	5,897,371		5,690,542		5,303,841		4,471,835		4,248,714
Divested	-		-		-		-		-
Total	5,897,371		5,690,542		5,303,841		4,471,835		4,248,714
Prop cellular subs
South East Asia	779,517		680,128		614,518		562,246		508,987
South Asia	1,044,513		998,207		919,804		831,671		751,696
MIC Asia	1,824,030		1,678,335		1,534,322		1,393,917		1,260,683
Central America	987,115		968,635		918,361		431,124		417,628
South America	721,602		915,174		989,281		962,240		1,005,197
MIC Latin America	1,708,717		1,883,809		1,907,642		1,393,364		1,422,825
MIC Africa	595,283		463,432		364,682		296,674		279,095
Sub-total	4,128,030		4,025,576		3,806,646		3,083,955		2,962,603
Divested	-		-		-		-		-
Total	4,128,030		4,025,576		3,806,646		3,083,955		2,962,603
Revenues (US$ ’000)
South East Asia	55,743		50,195		41,805		41,989		41,165
South Asia	30,608		29,140		27,896		25,467		23,099
MIC Asia	86,351		79,335		69,701		67,456		64,264
Central America	68,784		67,414		37,993		30,693		29,295
South America	25,014		26,023		25,455		23,888		23,977
MIC Latin America	93,798		93,437		63,448		54,581		53,272
MIC Africa	31,672		27,213		21,179		18,474		17,992
Other	2,038		1,870		2,340		3,351		3,175
Sub-total	213,859		201,855		156,668		143,862		138,703
Divested	-		-		-		-		6,016
Total	213,859		201,855		156,668		143,862		144,719
EBITDA (US$ ’000)
South East Asia	33,108		24,453		27,632		25,341		24,726
South Asia	16,908		15,734		15,244		12,873		11,668
MIC Asia	50,016		40,187		42,876		38,214		36,394
Central America	33,750		32,009		21,497		16,688		15,552
South America	9,743		9,409		9,231		9,297		9,390
MIC Latin America	43,493		41,418		30,728		25,985		24,942
MIC Africa	13,319		11,456		8,929		8,317		6,955
Other	(38)		(85)		329		887		670
Sub-total	106,790		92,976		82,862		73,403		68,961
Divested	-		-		-		-		2,609
Total	106,790		92,976		82,862		73,403		71,570

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