Chadmoore Wireless Group 2000 Revenues Increase 21.4%.Business Editors LAS VEGAS--(BUSINESS WIRE)--April 5, 2001 Chadmoore Wireless Group, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :MOOR Moor Any member of the Muslim population of Spain, of mixed Arab, Spanish, and Berber origins. North African Muslims (called by their Latin name Mauri—i.e., natives of Roman Mauretania) invaded Spain in the 8th century and, under the Umayyad and Almoravid dynasties, ) announced that revenues for the year ended December December: see month. 31, 2000 were $7.4 million, an increase of 21.4% from the previous year's $6.1 million. During 2000, the Company maintained its service margin of 71.2%, while growing the service revenue by $1.7 million or 34.2% to $6.8 million in 2000 from $5.1 million in 1999. Loss applicable to common shareholders for the year was $21.1 million, or $0.41 per common share compared to $12.3 million, or $0.28 per common share for 1999. As of December 31, 2000, Chadmoore had approximately 41,700 subscriber units A Subscriber Unit, or SU is a broadband radio that is installed at a business or residential location to connect to an Access Point to send/receive high speed data wired or wirelessly. Devices commonly referred to as a Subscriber Unit include cable modems, mobile phones, etc. in service in the markets in which it had begun loading customers and completed commercialization. The Company is currently operating in markets nationwide. In August 2000, the Company signed a definitive agreement and plan of reorganization with Nextel Communications Nextel Communications, styled NEXTEL, (Former NASDAQ: NXTL) which is now known as the Sprint Nextel Corporation was a telecommunications firm based in the United States. Known for providing a nation-wide mobile communications system. , Inc. under which Nextel (Nextel Communications, Inc., Reston, VA, www.nextel.com) A wireless communications carrier founded in New Jersey in 1987 as Fleet Call, a two-way radio service. Throughout the late 1980s and 1990s, the company acquired a large number of SMR (Specialized Mobile Radio) operators and turned will acquire substantially all of the Company's assets in a tax-free tax-free adj. Not subject to taxation; tax-exempt. tax-free Adjective not needing to have tax paid on it: a tax-free lump sum Adj. 1. reorganization for approximately $160 million of Nextel's Class A common shares, subject to certain closing adjustments and limitations. The agreement and plan of reorganization is subject to the approval of the Company's shareholders and the satisfaction of customary closing conditions contained in the acquisition agreement, including receipt of all necessary regulatory approvals. Although the Company and Nextel have received early termination of the waiting period for the transaction under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976, the approvals of the Federal Communications Commission Federal Communications Commission (FCC), independent executive agency of the U.S. government established in 1934 to regulate interstate and foreign communications in the public interest. , the Securities and Exchange Commission and the Company's shareholders have not yet been obtained. In addition, due to the recent decline in the trading price Trading price The price at which a security is currently selling. of Nextel shares, if the Nextel trading price remains at current levels until the closing, there would be a $112 million reduction in the anticipated value to the Company of the transaction. Accordingly, although the Company's board of directors and its officers, directors and principal shareholders have signed agreements with Nextel to support the Nextel transaction, management of the Company believes that there may be a significant chance that the decline in the anticipated value of the transaction would make the necessary approval of the Company's shareholders difficult to obtain. Due in part to the planned transaction with Nextel, in August 2000, the Company began scaling back its business activities and eliminating its direct sales force in an effort to reduce operating expenses Operating expenses The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted. . The Company also arranged to borrow up to an aggregate of $32.5 million from Barclays Bank PLC in order to pay amounts due under the Company's existing credit facility and finance the Company's interim operations. In the event that the Nextel reorganization agreement is terminated, Barclays' obligation to continue advancing funds to the Company will cease as of the date of such termination, and the principal balance of the interim financing Interim financing A short-term loan made to a company on the condition that a takeout will follow with long-term or intermediate financing. interim financing The financing that supports a transaction until permanent financing can be arranged. will have to be repaid by the Company on or before June 30, 2002. Accordingly, in the event of the termination of the Nextel agreement, the Company anticipates that the proceeds from the Barclay's funding will not be sufficient to satisfy the Company's contemplated cash requirements for more than 60 days beyond the date of such termination. If the proposed transaction with Nextel is completed, it is expected to close in the second half of 2001. Subsequent to the closing of this transaction, the Company is expected to be dissolved dis·solve v. dis·solved, dis·solv·ing, dis·solves v.tr. 1. To cause to pass into solution: dissolve salt in water. 2. as required to maintain the contemplated tax-free status of the transaction, and all of the Company's remaining assets are expected to be liquidated DAMAGES, LIQUIDATED, contracts. When the parties to a contract stipulate for the payment of a certain sum, as a satisfaction fixed and agreed upon by them, for the not doing of certain things particularly mentioned in the agreement, the sum so fixed upon is called liquidated damages. (q.v. .
YEAR ENDED
Dec. 31
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2000 1999
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($ in thousands)
Revenues:
Service revenue $6,789 $5,059
Equipment sales and maintenance 586 1,015
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Total revenues 7,375 6,074
Operating expenses:
Cost of service revenue 1,954 1,387
Cost of equipment sales and maintenance 287 582
General and administrative 12,650 10,165
Depreciation and amortization 2,306 2,033
Write down of licenses 5,152 --
Write down of inventory 320 --
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Total operating expenses 22,669 14,167
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Loss from operations (15,294) (8,093)
Other income (expense):
Minority interest (275) (251)
Interest expense, net (4,959) (3,598)
Gain on sale of intangible assets 124 374
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(5,110) (3,475)
Net loss before extraordinary item (20,404) (11,568)
Extraordinary item from early
extinguishment of debt -- (195)
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Net loss (20,404) (11,763)
Series B preferred stock dividend -- (18)
Redeemable preferred stock
dividend and accretion (694) (532)
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Loss applicable to common shareholders $(21,098) $(12,313)
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Basic and diluted loss
per share of Common Stock:
Loss applicable to common shareholders
before extraordinary item $(0.41) $(0.28)
Extraordinary item from early
extinguishment of debt -- --
Loss applicable to common shareholders $(0.41) $(0.28)
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Basic and diluted weighted
average shares outstanding 51,990,155 43,273,948
========== ==========
Chadmoore Wireless Group, Inc., is a national leader in providing reliable one-to-one wireless voice communications for cost conscious businesses. The Company owns or manages approximately 4,800 FCC (1) (Federal Communications Commission, Washington, DC, www.fcc.gov) The U.S. government agency that regulates interstate and international communications including wire, cable, radio, TV and satellite. The FCC was created under the U.S. licensed frequencies in the 800 MHz (MegaHertZ) One million cycles per second. It is used to measure the transmission speed of electronic devices, including channels, buses and the computer's internal clock. A one-megahertz clock (1 MHz) means some number of bits (16, 32, 64, etc. and 900 MHz frequency bands in 180 markets covering a population base of more than 55 million people. There are over 15 million users in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , such as delivery fleets, construction contractors, transportation services, health care services, that rely on wireless SMR (Specialized Mobile Radio) The communications services used by police, ambulances, taxicabs, trucks and other delivery vehicles. Throughout the U.S., approximately 3,000 independent operators are licensed by the FCC to offer this service, which provides always-on to meet their primary communications needs This press release contains forward looking statements as that term is used in Section 21E of the Securities Exchange Act of 1934. These statements contain words such as "intends", "planned", "future", "expects" and "believes" and include statements regarding the Company's strategy, expansion efforts, efforts to obtain funding. Although the Company believes that the expectations reflected in such forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. are reasonable, the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation, the risk that the proposed transaction with Nextel Communications, Inc. will not be completed or that it will not be completed on terms that are as favorable fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. to the Company and its shareholders as the transaction that is currently proposed, regulatory delays or denials both in connection with the proposed transaction with Nextel and in connection with the Company's business generally, the lack of availability of sources of capital to fund the Company's operations and the repayment of the Company's significant outstanding debt in the event that the proposed transaction with Nextel is not completed, the lack of any presently established alternate purchaser of the Company's assets or other acquisition partner in the event that the transaction with Nextel is not completed, fluctuations in demand, loss of subscribers, the quality and price of similar or comparable wireless communications wireless communications System using radio-frequency, infrared, microwave, or other types of electromagnetic or acoustic waves in place of wires, cables, or fibre optics to transmit signals or data. services, the existence of well-established competitors who have substantially greater financial resources and longer operating histories, adverse results in pending or threatened litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. , consequences of actions by the FCC, and general economic conditions. The forward looking statements should be considered in the context of these and other risk factors disclosed in the Company's filings with the Securities and Exchange Commission, including its Annual Reports on Form 10-KSB and Quarterly Reports on Form 10-QSB available online at http://www.sec.gov. All forward looking statements are based on information available to the company on the date hereof here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" , and the Company assumes no obligation to update such statements. FOR MORE INFORMATION www.chadmoore.com |
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