1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 6-K 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 2001 COMMISSION FILE NO. 333-8880 SATELITES MEXICANOS, S.A. DE C.V. BLVD. M. AVILA CAMACHO NO. 40 COL. LOMAS DE CHAPULTEPEC 11000 MEXICO, D.F. MEXICO (525) 201-0800 The registrant files annual reports under cover of Form 20-F. The registrant is not furnishing the information contained in this form to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 SATELITES MEXICANOS, S.A. de C.V. FINANCIAL INFORMATION INDEX PAGE ---- Financial Statements (Unaudited): Condensed Balance Sheets as of March 31, 2001 and December 31, 2000............................................... 2 Condensed Statements of Operations for the three months ended March 31, 2001 and 2000.......................... 3 Condensed Statements of Cash Flows for the three months ended March 31, 2001 and 2000.......................... 4 Notes to Unaudited Condensed Financial Statements......... 5 Operating and Financial Review and Prospects................ 8 1 3 SATELITES MEXICANOS, S.A. DE C.V. (SUBSIDIARY OF SERVICIOS CORPORATIVOS SATELITALES, S.A. DE C.V.) CONDENSED BALANCE SHEETS (Amounts in thousands of U.S. dollars ) MARCH 31, DECEMBER 31, 2001 2000 ----------- ------------ (UNAUDITED) (NOTE) ASSETS Current assets: Cash and cash equivalents................................. $ 8,409 $ 24,625 Restricted and segregated cash............................ 230,368 Insurance proceeds receivable (Note 1).................... 235,338 Accounts receivable....................................... 5,423 7,902 Prepaid insurance......................................... 6,290 7,312 Due from related parties.................................. 3,174 2,525 Deferred income taxes..................................... 3,056 ---------- ---------- Total current assets.............................. 256,720 277,702 Satellites and equipment, net............................... 355,118 354,422 Concessions, net............................................ 473,200 476,426 Prepaid insurance, non current.............................. 5,752 6,597 Deferred financing costs, net............................... 7,656 8,195 Other assets................................................ 307 235 ---------- ---------- Total assets...................................... $1,098,753 $1,123,577 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt...................... $ 1,000 $ 1,000 Accounts payable.......................................... 4,645 4,919 Accrued expenses.......................................... 11,017 11,332 Due to related parties.................................... 5,774 9,928 Interest payable.......................................... 5,883 14,610 Deferred revenue -- customers............................. 2,978 3,957 Deferred revenue -- Mexican government.................... 2,200 2,200 Deferred income taxes..................................... 8,590 ---------- ---------- Total current liabilities......................... 33,497 56,536 Accrued expenses, non current............................... 15,181 15,181 Deferred revenue -- Mexican government...................... 78,385 78,935 Deferred income taxes....................................... 20,258 10,205 Long-term debt.............................................. 560,750 571,000 ---------- ---------- Total liabilities................................. 708,071 731,857 ---------- ---------- Commitments and contingencies (Note 6) Stockholders' equity: Common stock.............................................. 382,417 382,040 Preferred stock........................................... 31,886 31,886 Accumulated deficit....................................... (23,621) (22,206) ---------- ---------- Total stockholders' equity........................ 390,682 391,720 ---------- ---------- Total liabilities and stockholders' equity........ $1,098,753 $1,123,577 ========== ========== - --------------- Note: The December 31, 2000 balance sheet has been derived from the audited financial statements at that date. See notes to unaudited condensed financial statements. 2 4 SATELITES MEXICANOS, S.A. DE C.V. (SUBSIDIARY OF SERVICIOS CORPORATIVOS SATELITALES, S.A. DE C.V.) CONDENSED STATEMENTS OF OPERATIONS (Amounts in thousands of U.S. dollars) (Unaudited) THREE MONTHS ENDED MARCH 31, -------------------- 2001 2000 -------- -------- Service revenue............................................. $ 33,857 $ 32,315 -------- -------- Operating expenses: Satellite operations...................................... 4,995 4,649 Selling and administrative expenses....................... 5,474 4,988 License and management fees............................... 1,112 1,026 Depreciation expense and amortization of concessions...... 11,743 15,370 -------- -------- 23,324 26,033 -------- -------- Operating income............................................ 10,533 6,282 Interest income............................................. 3,084 181 Interest expense and amortization of deferred financing costs..................................................... (16,277) (16,581) Net foreign exchange gain................................... 29 18 -------- -------- Loss before income taxes.................................... (2,631) (10,100) Deferred income tax benefit (provision)..................... 1,593 (3,002) -------- -------- Net loss.................................................... (1,038) (13,102) Preferred stock dividend requirement........................ (377) (377) -------- -------- Net loss applicable to common stockholders.................. $ (1,415) $(13,479) ======== ======== See notes to unaudited condensed financial statements. 3 5 SATELITES MEXICANOS, S.A. DE C.V. (SUBSIDIARY OF SERVICIOS CORPORATIVOS SATELITALES, S.A. DE C.V.) CONDENSED STATEMENTS OF CASH FLOWS (Amounts in thousands of U.S. dollars) (Unaudited) THREE MONTHS ENDED MARCH 31, -------------------- 2001 2000 -------- -------- OPERATING ACTIVITIES Net loss.................................................... $ (1,038) $(13,102) Adjustments to reconcile net loss to operating cash flow: Depreciation expense and amortization of concessions...... 11,743 15,370 Amortization of deferred financing costs.................. 575 526 Deferred revenue -- customers............................. (979) (982) Deferred revenue -- Mexican Government.................... (550) (550) Deferred income taxes..................................... (1,593) 3,002 Interest income from restricted and segregated cash....... (2,030) Changes in assets and liabilities: Accounts receivable....................................... 2,479 1,849 Prepaid insurance......................................... 1,867 3,430 Accounts payable and accrued expenses..................... (589) 880 Interest payable.......................................... (8,727) (7,912) Due from/to related parties............................... (4,803) 1,376 Deferred financing costs and other assets................. (108) (591) -------- -------- Cash flow provided by (used in) operating activities........ (3,753) 3,296 -------- -------- INVESTING ACTIVITIES Use of restricted and segregated cash....................... 7,000 Construction in progress -- Satmex 6........................ (9,120) Acquisition of equipment, net............................... (93) (841) -------- -------- Cash flow used in investing activities...................... (2,213) (841) -------- -------- FINANCING ACTIVITIES Repayment of senior secured notes........................... (250) (250) Repayment of revolving credit facility...................... (10,000) -------- -------- Cash flow used in financing activities...................... (10,250) (250) -------- -------- Increase (decrease) in cash and cash equivalents............ (16,216) 2,205 Cash and cash equivalents -- beginning of period............ 24,625 6,450 -------- -------- Cash and cash equivalents -- end of period.................. $ 8,409 $ 8,655 ======== ======== SUPPLEMENTAL DISCLOSURE Interest paid............................................... $ 24,390 $ 23,118 ======== ======== See notes to unaudited condensed financial statements. 4 6 SATELITES MEXICANOS, S.A. DE C.V. (SUBSIDIARY OF SERVICIOS CORPORATIVOS SATELITALES, S.A. DE C.V.) NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Amounts in U.S. dollars) 1. THE COMPANY Satelites Mexicanos, S.A. de C.V. ("Satmex" or the "Company") owns and operates two geosynchronous communications satellites, Solidaridad 2 and Satmex 5. Satmex also owns another satellite, Morelos 2, which is in an inclined orbit. Satmex operates in one business segment and is the leading provider of fixed satellite services ("FSS") to broadcasting and telecommunications customers in Mexico. Satmex has landing rights to provide broadcasting and telecommunications transmission capacity in Mexico, the United States, Canada and 29 nations and territories in the Latin American region. On November 17, 1997, Loral Space & Communications Ltd. (together with its subsidiaries "Loral") and Principia, S.A. de C.V., ("Principia") acquired 75% of the issued and outstanding capital stock of Satmex from the government of Mexico for $647 million through Firmamento Mexicano, S. de R. L. de C.V. ("Firmamento"). Loral owns 65% of Firmamento and Principia owns 35%. Principia holds 51% of Firmamento's voting interests. The remaining 25% of the capital stock of Satmex was retained by the Mexican government. On August 29, 2000, the Company's Solidaridad 1 satellite ceased operating and was considered irretrievably lost. The loss was caused by the failure of the back-up control processor on board the satellite. Solidaridad 1, which was built by Hughes Space and Communications and commenced service in January 1994, experienced a failure of its primary control processor in April 1999, and the satellite had been operating on its back-up processor since that time. Solidaridad 1 was insured for $250 million. At the date of the loss, Solidaridad 1 had a net book value of approximately $109.6 million. After deducting prepaid insurance of $1.6 million, the unpaid insurance premiums of $12.5 million and on-going monitoring costs and the excess of the estimated cost over revenue for the currently committed transponder capacity to be provided to customers of $23.2 million, the net gain on the in-orbit failure of Solidaridad 1 was approximately $103.1 million. In January 2001, Satmex received insurance proceeds of approximately $235.3 million, net of the unpaid insurance premiums and related value added tax. Satmex intends to use the net insurance proceeds towards the construction, launch and insurance of a replacement satellite as well as for debt service and Satmex has contracted with Space Systems/Loral, Inc., a wholly owned subsidiary of Loral, to build the replacement satellite. This satellite, known as Satmex 6, is scheduled to be launched in January 2003, and is designed to provide broader coverage and higher power levels than any other satellite currently in the Satmex fleet. 2. BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission ("SEC") and, in the opinion of the Company, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of results of operations, financial position and cash flows. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed as permitted pursuant to such SEC rules. The Company believes that the disclosures made are adequate to keep the information presented from being misleading. The results of operations for the three months ended March 31, 2001, are not necessarily indicative of the results to be expected for the year. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes thereto of Satmex, included in Satmex's Annual Report on Form 20-F. 3. SIGNIFICANT ACCOUNTING POLICIES Restricted and segregated cash In accordance with the Company's debt agreements, the insurance proceeds from the failure of Solidaridad 1 are restricted to use for debt service on the Company's senior secured notes and revolving credit facility and for payments toward the construction and launch of Satmex 6. Upon receipt of the net insurance 5 7 SATELITES MEXICANOS, S.A. DE C.V. (SUBSIDIARY OF SERVICIOS CORPORATIVOS SATELITALES, S.A. DE C.V.) NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS--(CONTINUED) proceeds of $235.3 million, Satmex allocated $50.0 million of the proceeds for debt service and the remainder of the proceeds towards the construction and launch of Satmex 6. 4. ACCOUNTS RECEIVABLE MARCH 31, DECEMBER 31, 2001 2000 --------- ------------ (IN THOUSANDS) Customers................................................... $ 6,386 $ 6,243 Value added tax recoverable................................. 306 1,853 Other....................................................... 739 1,514 Allowance for uncollectible accounts........................ (2,008) (1,708) ------- ------- $ 5,423 $ 7,902 ======= ======= 5. SATELLITES AND EQUIPMENT MARCH 31, DECEMBER 31, 2001 2000 --------- ------------ (IN THOUSANDS) Satellites.................................................. $ 409,119 $409,119 Equipment................................................... 24,627 24,627 Furniture and fixtures...................................... 5,722 5,817 Leasehold improvements...................................... 2,763 2,763 Construction in progress.................................... 2,257 2,187 Construction in progress -- Satmex 6........................ 12,292 3,172 --------- -------- 456,780 447,685 Accumulated depreciation.................................... (101,662) (93,263) --------- -------- $ 355,118 $354,422 ========= ======== 6. BALANCES AND TRANSACTIONS WITH RELATED PARTIES MARCH 31, DECEMBER 31, 2001 2000 --------- ------------ (IN THOUSANDS) AMOUNTS RECEIVABLE: Principia................................................... $ 671 $ 605 Loral....................................................... 232 583 Service companies........................................... 17 Mexican government agencies................................. 2,271 1,320 -------- -------- $ 3,174 $ 2,525 ======== ======== AMOUNTS PAYABLE: Loral....................................................... $ 1,493 $ 6,275 Principia................................................... 926 380 Service companies........................................... 3,355 3,255 Firmamento.................................................. 18 -------- -------- $ 5,774 $ 9,928 ======== ======== 6 8 SATELITES MEXICANOS, S.A. DE C.V. (SUBSIDIARY OF SERVICIOS CORPORATIVOS SATELITALES, S.A. DE C.V.) NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS--(CONTINUED) Transactions with related parties, not otherwise disclosed, are as follows: Revenue Revenue from related parties, primarily the Mexican government, was $4.6 million and $3.2 million for the three months ended March 31, 2001 and 2000, respectively. Replacement Capacity Loral Skynet, a wholly owned subsidiary of Loral, billed Satmex $1.7 million, for the three months ended March 31, 2001, for providing capacity on its satellites for customers that were on Solidaridad 1. Management fee Loral and Principia are responsible for managing the Company. Loral and Principia receive a management fee, based on a sliding scale, up to a maximum of 3.75% of the Company's quarterly gross revenue, as defined. For the three months ended March 31, 2001 and 2000, the management fee was $641,000 and $566,000, respectively. License fee Loral has licensed certain intellectual property to the Company for an annual fee of 1.5% of the Company's gross revenue, as defined. For the three months ended March 31, 2001 and 2000, the fee was $471,000 and $460,000, respectively. Rent The equipment in the satellite control centers is owned by the Company, while the buildings and land that house these centers are property of the Mexican government. The Company pays rent to the Mexican government for the use of the buildings and land. The rent expense under this agreement was $75,000 and $71,000 for the three months ended March 31, 2001 and 2000, respectively. Service companies Satmex uses external services from affiliated companies to perform its activities. Satmex pays these companies for the actual personnel costs incurred plus a fee. For the three months ended March 31, 2001 and 2000, the fee was $304,000 and $162,000, respectively. Guarantee arrangements In connection with the loan agreements certain related parties have provided and continue to provide guarantees on behalf of the Company. 7 9 OPERATING AND FINANCIAL REVIEW AND PROSPECTS Except for the historical information contained herein, the matters discussed in the following Operating and Financial Review and Prospects of Satelites Mexicanos, S.A. de C.V. ("Satmex" or the "Company") are not historical facts, but are "forward-looking statements," as that term is defined in the Private Securities Litigation Reform Act of 1995. In addition, the Company or its representatives have made and may continue to make forward-looking statements, orally or in writing, in other contexts, such as in reports filed with the SEC, press releases or statements made with the approval of an authorized executive officer of the Company. These forward-looking statements can be identified by the use of forward-looking terminology such as "believes," "expects," "plans," "may," "will," "would," "could," "should," "anticipates," "estimates," "projects," "intend," or "outlook" or the negative of these words or other variations of these words or other comparable words, or by discussion of strategy that involve risks and uncertainties. These forward-looking statements are only predictions, and actual events or results may differ materially as a result of a wide variety of factors and conditions, many of which are beyond the Company's control. Some of these factors and conditions include: partial or total failure of the Company's in-orbit satellites; the Company's reliance on certain customers; the Company's operations are located in Mexico; competition in the Company's industry; and the Company owes significant amounts of money. For a detailed discussion of these factors and conditions, please refer to the periodic reports filed by the Company with the SEC. In addition, the Company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the Company's control. The Company undertakes no obligation to update any forward- looking statement. The following should be read in conjunction with the financial statements of the Company for the three months ended March 31, 2001 and 2000 and the audited financial statements and notes thereto of Satmex, included in Satmex's Annual Report on Form 20-F. OVERVIEW Satmex owns and operates two geosynchronous communications satellites, Solidaridad 2 and Satmex 5. Satmex also owns another satellite, Morelos 2, which is in an inclined orbit. Satmex operates in one business segment and is the leading provider of fixed satellite services ("FSS") to broadcasting and telecommunications customers in Mexico. Satmex has landing rights to provide broadcasting and telecommunications transmission capacity in Mexico, the United States, Canada and 29 nations and territories in the Latin American region. On August 29, 2000, the Company's Solidaridad 1 satellite ceased operating and was considered irretrievably lost. The loss was caused by the failure of the back-up control processor on board the satellite. Solidaridad 1, which was built by Hughes Space and Communications and commenced service in January 1994, experienced a failure of its primary control processor in April 1999, and the satellite had been operating on its back-up processor since that time. Solidaridad 1 was insured for $250 million. At the date of the loss, Solidaridad 1 had a net book value of approximately $109.6 million. After deducting prepaid insurance of $1.6 million, the unpaid insurance premiums of $12.5 million and on-going monitoring costs and the excess of the estimated cost over revenue for the currently committed transponder capacity to be provided to customers of $23.2 million, the net gain on the in-orbit failure of Solidaridad 1 was approximately $103.1 million. In January 2001, Satmex received insurance proceeds of approximately $235.3 million, net of the unpaid insurance premiums and related value added tax. Satmex intends to use the net insurance proceeds towards the construction, launch and insurance of a replacement satellite as well as for debt service and Satmex has contracted with Space Systems/Loral, Inc., a wholly owned subsidiary of Loral, to build the replacement satellite. This satellite, known as Satmex 6, is scheduled to be launched in January 2003, and is designed to provide broader coverage and higher power levels than any other satellite currently in the Satmex fleet. In April 2001, Satmex 5 experienced temporary difficulties starting the back-up propulsion subsystem of the Xenon Ion Propulsion System ("XIPS"). The XIPS provides station-keeping capability for the satellite. Using procedures provided by the satellite manufacturer, the Company was able to start the back-up 8 10 propulsion subsystem, and at no time was service on Satmex 5 interrupted. Both the primary and the back-up subsystems are currently operating normally. RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO MARCH 31, 2000 Revenue Revenue for the first quarter of 2001 was $33.9 million, as compared to $32.3 million for the first quarter of 2000. The increase is due to higher utilization of Solidaridad 2 and Satmex 5. The failure of Solidaridad 1 did not have a significant effect on revenue for the first quarter of 2001 because most of its customers were provided with alternative capacity on Solidaridad 2, Satmex 5 or on other satellites operated by Loral Skynet. Operating expenses Operating expenses decreased to $23.3 million in the first quarter of 2001, from $26.0 million in the first quarter of 2000, as described below. Satellite operations. Satellite operations costs, which consist primarily of satellite insurance and the personnel costs related to the operation of the satellites, were $5.0 million for the first quarter of 2001, as compared to $4.6 million in the first quarter of 2000. The increase is primarily due to the cost of replacement capacity on other satellites for customers on Solidaridad 1 of $1.7 million and increased salary expense, offset by a reduction in insurance expense related to Solidaridad 1. Selling and administrative expenses. Selling and administrative expenses in the first quarter of 2001 were $5.5 million as compared to $5.0 million in the first quarter of 2000. The increase is primarily due to higher compensation and increased professional fees. License and management fees. Loral and Principia are responsible for managing the Company. Loral and Principia receive a management fee, based on a sliding scale, up to a maximum of 3.75% of the Company's quarterly gross revenue, as defined. For the three months ended March 31, 2001 and 2000, the management fee was $641,000 and $566,000, respectively. Loral has licensed certain intellectual property to the Company for an annual fee of 1.5% of the Company's gross revenue, as defined. For the three months ended March 31, 2001 and 2000, the fee was $471,000 and $460,000, respectively. License and management fees increased due to the Company's increased revenue. Depreciation and amortization. Depreciation expense for the first quarter of 2001 was $8.5 million as compared to $12.2 million during the first quarter of 2000. The decrease in depreciation expense is due to the write-off of Solidaridad 1 after it ceased operating in August 2000. Amortization expense relating to the concessions was $3.2 million in each quarter. Interest Total interest cost was $16.3 million in the first quarter of 2001 as compared to $16.6 million in 2000. Total interest cost decreased due to lower average outstanding debt in the first quarter of 2001, partially offset by higher interest rates on the Company's variable rate debt. Net foreign exchange gain The Company recorded a net foreign exchange gain of $29,000 and $18,000 in the first quarter of 2001 and 2000, respectively. The peso remained stable against the dollar in each quarter. Deferred income tax benefit (provision) Income tax is determined following interperiod allocation procedures under the liability method. Under this method, deferred income taxes are recognized for the estimated future tax effects attributable to temporary differences and tax loss and tax credit carryforwards. For the three months ended March 31, 2001, the Company recorded a deferred income tax benefit of $1.6 million on a loss before income taxes of $2.6 million as compared to an expense of $3.0 million on a loss of $10.1 million for 2000. The change is primarily attributable to a higher amount of gain recognized for Mexican income tax purposes in 2000 as compared to the current period for the effect of remeasuring dollar denominated assets and liabilities into 9 11 pesos and the inflationary component of the Company's monetary assets and liabilities as well as a reduction recorded during the current period for the valuation allowance against the tax loss carryforwards. Preferred stock dividend requirement The preferred stock dividend requirement was $377,000 in each quarter. LIQUIDITY AND CAPITAL RESOURCES At March 31, 2001, the Company had total debt of $561.8 million, and the Company was in compliance with all covenants governing its debt agreements. The Company's primary source of liquidity for working capital purposes is cash flow from operations. At March 31, 2001, the Company had cash and cash equivalents of $8.4 million. The Company believes that its cash flow from operations and the availability of its revolving credit facility will be adequate to service its interest and debt repayment requirements and ensure compliance with the covenants of its debt agreements. At March 31, 2001, Satmex had $230.4 million of restricted and segregated cash of which $50.0 million is available for debt service on the senior secured notes and revolving credit facility and $180.4 million is available for the construction and launch of Satmex 6. Cash used and provided. Net cash used in operating activities for the quarter ended March 31, 2001 of $3.8 million, consisted primarily of a decrease in interest payable of $8.7 million, a net decrease in amounts due from/to related parties of $4.8 million, a decrease in accounts payable and accrued expenses of $0.6 million and an increase in deferred financing costs and other assets of $0.1 million, offset by $6.1 million of funds generated by earnings before non-cash items and interest income on the restricted and segregated cash, a decrease in accounts receivable of $2.5 million and a decrease in prepaid insurance of $1.9 million. Cash used in investing activities for the first quarter of 2001 was $2.2 million. Capital expenditures in the first quarter of 2001 were $9.2 million as compared to $841,000, in the first quarter of 2000. Capital expenditures for the quarter ended March 31, 2001 primarily related to the construction of Satmex 6, of which $7.0 million was funded through the use of the restricted and segregated cash account. Satmex believes that the funds available in the restricted and segregated cash account allocated for the construction and launch of Satmex 6 of $180.4 million and cash flow from operations will be sufficient to fund the on-orbit delivery of Satmex 6. Substantially all capital expenditures are denominated in U.S. dollars. Cash used in financing activities for 2001 was $10.3 million and reflects the scheduled repayment of the Company's senior secured notes of $250,000 and repayment of borrowings under the Company's revolving credit facility of $10 million. ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), which requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. The Company adopted SFAS 133, as amended, on January 1, 2001. The adoption of SFAS 133 did not have an effect on its earnings or financial position. In September 2000, the FASB issued Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS 140"), which replaces Statement No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS 125"). SFAS 140 revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requirements certain disclosures, but it carries over most of SFAS 125's provisions without reconsideration. The Company is currently evaluating the impact of adopting SFAS 140, which is effective for transactions entered into after March 31, 2001. 10 12 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. SATELITES MEXICANOS, S.A. de C.V. By: Cynthia Pelini ------------------------------------- Cynthia Pelini Chief Financial Officer Date: May 14, 2001