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Dolphin Telecom Announces Second Quarter 1999 Results and Launch of its UK ESMR National Services.


BASINGSTOKES, United Kingdom and MONTREAL--(BUSINESS WIRE)--Aug. 10, 1999--

Dolphin Telecom Dolphin Telecom was a mobile network operator using the TETRA radio access technology. Their initial network was in the UK but also built networks in France, Germany and Belgium.  (Nasdaq:TIWI TIWI Telesystem International Wireless Incorporated (Montreal, Quebec, Canada) ) (ME:TIW Tiw (tē`), Norse Tyr (tür), ancient Germanic god. .) (TSE See Tokyo Stock Exchange.

TSE

1. See Tokyo Stock Exchange (TSE).

2. See Toronto Stock Exchange (TSE).
:TIW.) announces the following:

HIGHLIGHTS

For the second quarter ended June June: see month.  30, 1999

All amounts are in US$, unless otherwise stated

-- Consolidated con·sol·i·date  
v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates

v.tr.
1. To unite into one system or whole; combine:
 revenues increased to $24.3 million in the second

quarter of 1999, from $16.2 million in the corresponding period

of 1998. Operating loss operating loss

The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income.
 before depreciation and amortization was

$12.3 million in the second quarter of 1999 compared to an

operating profit Operating profit (or loss)

Revenue from a firm's regular activities less costs and expenses and before income deductions.


operating profit

See operating income.
 before depreciation and amortization of $1.5

million in the corresponding period of 1998. Net loss for the

quarter was $36.4 million in the second quarter of 1999 compared

to a loss of $7.4 million in the corresponding period of 1998.

The increased losses are mainly a result of the build-out Build-out is an urban planner’s estimate of the amount and location of potential development for an area. Build-out is one step of the land use planning process. Evaluation of potential development impacts begins with a build-out analysis.  of the

United Kingdom and French ESMR ESMR Enhanced Specialized Mobile Radio
ESMR Extended Specialized Mobile Radio (Nextel)
ESMR Expert Systems Message Router
ESMR Electrically/Electronically Scanned/ing Microwave Radiometer
ESMR Engine Starter Motor Relay
 networks and the initial

development of the German ESMR network, the increased

amortization expense related to the acquisitions made in the last

year, and interest on Senior Discount Notes.

-- Subscribers increased to 290,100 at June 30, 1999 from 180,600 at

June 30, 1998, primarily as a result of the acquisitions of the

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  operations of Chekker and Quickfunk in Germany Germany (jûr`mənē), Ger. Deutschland, officially Federal Republic of Germany, republic (2005 est. pop. 82,431,000), 137,699 sq mi (356,733 sq km). .

-- As at June 30, 1999, the Company had agreed terms or signed

leases on all of the ESMR cell sites required for 90 percent

population coverage in the United Kingdom. Of the required sites,

approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 81 percent were in service and approximately 19

percent were in various stages of construction. Subsequent to the

end of the quarter, these remaining sites were brought into

service. On May 12, 1999, the Company released for sale its ESMR

services in the United Kingdom. The Company started taking

deliveries of handsets from its two suppliers, Nokia Nokia (nō`kēä), town (1996 pop. 26,326), Western Finland prov., SW Finland, on Lake Näsijärvi. It is an industrial community where wood and rubber products are manufactured.  and

Motorola (Motorola, Inc., Schaumburg, IL, www.motorola.com) A leading manufacturer of semiconductor devices, electronics, telecommunications and satellite systems. Founded in Chicago in 1928 by Paul V. , in August, and has begun to connect its first ESMR

subscribers this week.

-- On April 28, 1999, the Company completed a private placement of

252,429 of its A ordinary shares for gross proceeds of

approximately $210 million. The shares were placed with several

institutional investors Institutional Investor

A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions.
 and a subsidiary of TIW.

-- On May 11, 1999, the Company completed an offering of $295

million 14 percent Senior Discount Notes due in 2009. This

offering generated total net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 of approximately $143.6

million. Interest payments will commence in 2004.

-- On June 28, 1999, the Company completed a Euro 95 million

(approximately $100 million) senior bank financing for the

deployment Installing, setting up, testing and running. This military term, which means the placement of troops and equipment in the field, is widely used with computers as an alternate to the word "implementation.  of its ESMR network in France. The facility, which

matures on March 31, 2000, can be extended to June 30, 2000. The

availability of funds and the extension are subject to fulfilment ful·fill also ful·fil  
tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils
1. To bring into actuality; effect: fulfilled their promises.

2.


of certain conditions precedent A court decision that is cited as an example or analogy to resolve similar questions of law in later cases.

The Anglo-American common-law tradition is built on the doctrine of Stare Decisis ("stand by decided
.

-- At June 30, 1999, the Company held cash and cash equivalents of

$415.7 million compared to $301.2 million at June 30, 1998, and

$58.1 million at March 31, 1999. The increase primarily

represents the net proceeds from the issue of A ordinary shares,

the net proceeds from the issue of Senior Discount Notes,

drawings under the United Kingdom bank credit facility and the

Company's capital expenditure attributable attributable

emanating from or pertaining to attribute.


attributable proportion
see attributable risk (below).

attributable risk
 to the build-out of

its ESMR networks in the United Kingdom and France.

PRESS RELEASE

For the second quarter ended June 30, 1999

All amounts are in US$, unless otherwise stated

Telesystem International Wireless Inc. (TSE/ME:TIW) (Nasdaq:TIWI) announces that its subsidiary, Dolphin Telecom plc ("Dolphin dolphin, fish
dolphin, large, swift game fish, Coryphaena hipparus, also called dorado. It is of nearly worldwide distribution in warm waters.
" or the "Company"), reported today its results for the second quarter and six months ended June 30, 1999.

As at June 30, 1999, the Company had agreed terms or signed leases on all of the ESMR cell sites required for 90 percent population coverage in the United Kingdom. Of the required sites, approximately 81 percent were in service and approximately 19 percent were in various stages of construction. Subsequent to the end of the quarter, these remaining sites were brought into service. On May 12, 1999, the Company released for sale its ESMR services in the United Kingdom. The Company started taking deliveries of handsets from its two suppliers, Nokia and Motorola, in August, and has begun to connect its first ESMR subscribers this week.

The Company has begun the build-out of its ESMR network in France and expects to introduce initial commercial ESMR services in the fourth quarter of 1999. In Germany, the Company has begun to purchase ESMR network infrastructure equipment and expects to introduce initial commercial ESMR services during the second quarter of 2000. The Company also expects to introduce commercial ESMR services in Belgium Belgium (bĕl`jəm), Du. België, Fr. La Belgique, officially Kingdom of Belgium, constitutional kingdom (2005 est. pop. 10,364,000), 11,781 sq mi (30,513 sq km), NW Europe.  and Portugal Portugal (pôr`chəgəl), officially Portuguese Republic, republic (2005 est. pop. 10,566,000), 35,553 sq mi (92,082 sq km), SW Europe, on the western side of the Iberian Peninsula and including the Madeira Islands and the Azores in the  during 2000.

On April 28, 1999, the Company completed a private placement of 252,429 of its A ordinary shares for gross proceeds of $210 million. The shares were placed with several institutional investors, from Europe Europe (yr`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). , 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.  and Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of . A subsidiary of TIW invested $10 million as part of this offering. The A ordinary shares are convertible into ordinary shares of the Company currently representing approximately 19.2 percent of the total shares on a fully-diluted basis.

On May 11, 1999, the Company completed an offering of $295 million 14 percent Senior Discount Notes due in 2009. This offering generated total net proceeds of approximately $143.6 million. Interest payments will commence in 2004.

"The market recognizes that Dolphin is in a strong position to deliver a truly differentiated service Differentiated Service is a design pattern for business services and software, in which the service varies automatically according to the identity of the consumer and/or the context in which the service is used.  using the TETRA tetra: see characin.
tetra

Any of numerous attractively coloured freshwater South American and African fishes (family Characidae), often kept in home aquariums. Tetras are small, lively, hardy, and unaggressive.
 standard. The proceeds from these notes and the recently completed private equity offering enable Dolphin to properly capitalize To regard the cost of an improvement or other purchase as a capital asset for purposes of determining Income Tax liability. To calculate the net worth upon which an investment is based. To issue company stocks or bonds to finance an investment.  its operations to continue the build-out of its ESMR network in the United Kingdom, France and Germany, and provides funds for initial development in Belgium and Portugal," said Yves Yves may refer to:
  • Yves, Charente-Maritime, a commune of the Charente-Maritime department in France
  • Yves (given name), people with the given name Yves
 Marois, President, Europe of TIW and Chairman of Dolphin.

On June 28, 1999, the Company completed a Euro 95 million (approximately $100 million) senior bank financing for the deployment of its ESMR network in France. The facility, which matures on March 31, 2000, can be extended to June 30, 2000. The availability of funds and the extension are subject to fulfilment of certain conditions precedent.

Review of Operations

-- Quarter ended June 30, 1999 compared to quarter ended June 30,

1998

As a result mainly of business acquisitions, revenues reached $24.3 million in the second quarter of 1999 compared to $16.2 million in the corresponding period of 1998. Subscribers increased to 290,100 at June 30, 1999 from 180,600 at June 30, 1998, primarily as a result of the acquisitions of the SMR operations of Chekker and Quickfunk in Germany, the acquisition of the SMR operations of Bouygues Bouygues (Euronext: EN) is a French industrial group listed on Euronext Paris. It is a blue chip in the CAC 40 stock market index, founded in 1952 by Francis Bouygues (educated at the École Centrale Paris, 1946) and since 1989 led by his son Martin Bouygues.  in France and the acquisition of the SMR operations of Protocall Ventures. The Company's ESMR networks in the United Kingdom, France and Germany are still in the pre-operating stage and as such did not generate revenues in 1998 or 1999.

Gross margins before depreciation and amortization were 49.5 percent in the second quarter of 1999 compared to 71.1 percent in the corresponding period of 1998. The decrease is mainly attributable to increased analog subscriber subscriber,
n the person, usually the employee, who represents the family unit in relation to the prepayment plan. Other family members are
dependents. Also called
certificate holders or
enrollees.
 churn churn: see butter.  and reduced revenue per analog subscriber primarily due to the change in subscriber mix following recent acquisitions in Germany and the acquisitions of entities in smaller countries, notably Belgium, Portugal and Spain Spain, Span. España (āspä`nyä), officially Kingdom of Spain, constitutional monarchy (2005 est. pop. 40,341,000), 194,884 sq mi (504,750 sq km), including the Balearic and Canary islands, SW Europe. , which are in the early stages of development.

Selling, general and administrative expenses increased by $14.4 million to $24.4 million in the second quarter of 1999 from the corresponding period of 1998, primarily as a result of the development of the Company's ESMR networks in the United Kingdom and France and business acquisitions.

Depreciation and amortization increased by $10.2 million to $18.1 million in the second quarter of 1999 from the corresponding period of 1998, primarily as a result of business acquisitions and the accelerated depreciation Accelerated Depreciation

Any method of depreciation used for accounting or income tax purposes that allows greater deductions in the earlier years of the life of an asset.

Notes:
The straight-line depreciation method spreads the cost evenly over the life of an asset.
 and amortization of its SMR assets in the United Kingdom and France. The Company reviews the SMR asset lives by country and makes adjustment to depreciation, shortening the asset lives to the estimated date of closure of the SMR networks. This adjustment is made only after the issue of an ESMR license, when infrastructure agreements have been signed and the Company has committed funding for the development of an ESMR network.

Operating loss before depreciation and amortization was $12.3 million in second quarter of 1999 compared to an operating profit before depreciation and amortization of $1.5 million in the corresponding period of 1998. As a result of the increased acquisition activity and the build-out of the United Kingdom and French ESMR networks and the initial development of the German ESMR network, the total operating loss in the second quarter of 1999 was $30.4 million compared to a loss of $6.4 million in the corresponding period of 1998.

Net loss in the second quarter of 1999 was $36.4 million compared to a net loss of $7.4 million in the corresponding period of 1998. The increased loss is mainly a result of the build-out of the United Kingdom and French ESMR networks and the initial development of the German ESMR network, the increased amortization expense related to business acquisitions, and interest on Senior Discount Notes.

-- Six months ended June 30, 1999 compared to six months ended June

30, 1998

As a result mainly of business acquisitions, revenues reached $47.0 million in the first six months of 1999 compared to $28.1 million in the corresponding period of 1998. Subscribers increased to 290,100 at June 30, 1999 from 180,600 at June 30, 1998, primarily as a result of the acquisitions of the SMR operations of Chekker and Quickfunk in Germany, the acquisition of the SMR operations of Bouygues in France and the acquisition of the SMR operations of Protocall Ventures. The Company's ESMR networks in the United Kingdom, France and Germany are still in the pre-operating stage and as such did not generate revenues in 1998 or 1999.

Gross margins before depreciation and amortization were 53.7 percent in the first six months of 1999 compared to 67.1 percent in the corresponding period of 1998. The decrease is mainly attributable to increased analog subscriber churn and reduced revenue per analog subscriber primarily due to the change in subscriber mix following recent acquisitions in Germany and the acquisitions of entities in smaller countries, notably Belgium, Portugal and Spain, which are in the early stages of development.

Selling, general and administrative expenses increased by $23.5 million to $41.1 million in the first six months of 1999 from the corresponding period of 1998, primarily as a result of the development of the Company's ESMR networks in the United Kingdom and France and business acquisitions.

Depreciation and amortization increased by $23.4 million to $36.9 million in the first six months of 1999 from the corresponding period of 1998, primarily as a result of business acquisitions.

Operating loss before depreciation and amortization was $15.9 million in the first six months of 1999 compared to an operating profit before depreciation and amortization of $1.3 million in the corresponding period of 1998. As a result of the increased acquisition activity and the build-out of the United Kingdom and French ESMR networks and the initial development of the German ESMR network, the total operating loss in the first six months of 1999 was $52.7 million compared to a loss of $12.2 million in the corresponding period of 1998.

The net loss in the first six months of 1999 was $58.8 million compared to a net loss of $13.8 million in the corresponding period of 1998. The increased loss is mainly a result of the increased amortization expense related to business acquisitions, interest on Senior Discount Notes, the build-out of the United Kingdom and French ESMR networks and the initial development of the German ESMR network.

Liquidity and Capital Resources

Cash used in operating activities in the second quarter of 1999 is primarily attributable to operating loss before depreciation and amortization of $12.3 million, realized exchange losses of $4.4 million and movements in working capital of $11 million. Cash used in operating activities in the first six months of 1999 is primarily attributable to operating loss before depreciation and amortization of $15.9 million, realized exchange losses of $15.9 million and movements in working capital of $12 million.

Cash used in investing activities is primarily attributable to acquisitions of tangible Possessing a physical form that can be touched or felt.

Tangible refers to that which can be seen, weighed, measured, or apprehended by the senses. A tangible object is something that is real and substantial. An automobile is an example of tangible Personal Property.
 fixed assets fixed assets nplactivo sg fijo

fixed assets nplimmobilisations fpl

fixed assets fix npl
 of $56.2 million in the second quarter of 1999 and attributable to acquisitions of tangible fixed assets of $105.7 million and investments of $36.9 million in the first six months of 1999. In the first six months of 1999, the Company's capital expenditures attributable to the build-out of its ESMR network in the United Kingdom totalled $80.2 million, with the difference being mostly attributable to the build-out of the French ESMR network.

Cash provided by financing activities primarily represents the net proceeds of approximately $202.8 million from the issue of A ordinary shares, the net proceeds of approximately $143.6 million from the issue of Senior Discount Notes and drawings under the United Kingdom bank credit facility of approximately $32.2 million.

At June 30, 1999, the Company held cash and cash equivalents of $415.7 million compared to $301.2 million at June 30, 1998, and $58.1 million at March 31, 1999. The increase primarily represents the net proceeds from the issue of A ordinary shares, the net proceeds from the issue of Senior Discount Notes, drawings under the United Kingdom bank credit facility and the Company's capital expenditure attributable to the build-out of its ESMR networks in the United Kingdom and France.

On November November: see month.  5, 1998, the Company completed a 215 million sterling pounds (approximately $342 million) senior bank financing which, in conjunction conjunction, in astronomy
conjunction, in astronomy, alignment of two celestial bodies as seen from the earth. Conjunction of the moon and the planets is often determined by reference to the sun.
 with $252 million of capital contributions from the Company to its United Kingdom operations, fully funds the build-out of its ESMR network in the United Kingdom. The Company made an initial draw down of approximately $32.2 million. The Company currently anticipates making its second drawdown Drawdown

The peak to trough decline during a specific record period of an investment or fund. It is usually quoted as the percentage between the peak to the trough.

Notes:
 under the facility in the third quarter of 1999.

On April 28, 1999, the Company completed a private placement of 252,429 of its A ordinary shares for gross proceeds of $210 million. The shares were placed with several institutional investors, from Europe, the United States and Canada. A subsidiary of TIW invested $10 million as part of this offering. The A ordinary shares are convertible into ordinary shares of the Company currently representing approximately 19.2 percent of the total shares on a fully-diluted basis.

On May 11, 1999, the Company completed an offering of $295 million 14 percent Senior Discount Notes due in 2009. This offering generated total net proceeds of approximately $143.6 million. Interest payments will commence in 2004.

On June 28, 1999, the Company completed a Euro 95 million (approximately $100 million) senior bank financing for the deployment of its ESMR network in France. The facility, which matures on March 31, 2000, can be extended to June 30, 2000. The availability of funds and such extension are subject to fulfilment of certain conditions precedent.

As part of their strategic relationship for the deployment of TETRA in Europe, Motorola has assisted the Company in obtaining up to $567 million in financing commitments. The Company obtained a vendor facilitated DM800 million (approximately $442 million) seven-year debt financing Debt Financing

When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay
 commitment to fund the rollout of the Company's wireless network in Germany and associated working capital requirements Capital requirements

Financing required for the operation of a business, composed of long-term and working capital plus fixed assets.
. In addition, Motorola is providing up to $125 million in additional financing to fund the Company's investment in Germany. The various financing commitments are subject to the completion of certain conditions including the negotiation and execution of definitive agreements and receipt of certain approvals.

Total assets amounted to $1,051.2 million with total indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421.
     2.
 of $579.5 million.

Dolphin Telecom plc

The Company is a 77.8 percent owned subsidiary of Telesystem International Wireless Inc. ("TIW"). TIW is a global wireless operator. It develops, acquires, owns and operates wireless telecommunications networks A telecommunications network is a of telecommunications links and nodes arranged so that messages may be passed from one part of the network to another over multiple links and through various nodes.  throughout the world. TIW provides digital cellular services in Romania In 2003 services constituted 55% of gross domestic product (GDP), and the sector employed 51.3% of the workforce. The subcomponents of services are financial, renting, and business activities (20.5%); trade, hotels and restaurants, and transport (18%); and other service activities (21.7%). , Brazil Brazil (brəzĭl`), Port. Brasil, officially Federative Republic of Brazil, republic (2005 est. pop. 186,113,000), 3,286,470 sq mi (8,511,965 sq km), E South America. , India India, officially Republic of India, republic (2005 est pop. 1,080,264,000), 1,261,810 sq mi (3,268,090 sq km), S Asia. The second most populous country in the world, it is also sometimes called Bharat, its ancient name. India's land frontier (c.  and China as well as paging services in Mexico Mexico, city, Mexico
Mexico or Mexico City, Span. Ciudad de México (Méjico), city (1990 pop. 8,236,960; 1991 met. area est. 20,899,000), central Mexico, capital and largest city of Mexico.
 and the Netherlands Netherlands (nĕth`ərləndz), Du. Nederland or Koninkrijk der Nederlanden, officially Kingdom of the Netherlands, constitutional monarchy (2005 est. pop. 16,407,000), 15,963 sq mi (41,344 sq km), NW Europe. . TIW, through the Company, also provides specialized mobile radio See SMR.  (SMR) services in the United Kingdom, France, Germany, Belgium, Portugal and Spain. -0-

DOLPHIN TELECOM PLC
  SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA (UNAUDITED)
-----------------------------------------------------------------
                                 Three months       Six months
                                ended June 30,    ended June 30,

                                 1999     1998     1999     1998
-----------------------------------------------------------------

STATEMENT OF LOSS
 AND CASH FLOWS DATA:
(in thousands of US dollars)        $        $        $        $
Revenues                       24,336   16,196   46,982   28,103
Operating loss before
 depreciation and
 amortization                 (12,327)   1,515  (15,868)   1,276
Net loss                      (36,445)  (7,437) (58,804) (13,793)
Acquisitions of tangible
 fixed assets                  56,174   24,113  105,685   28,367


                              As of June 30,  As of December 31,
                                        1999                1998
-----------------------------------------------------------------
BALANCE SHEET DATA:
(in thousands of US dollars)               $                   $
Cash and cash equivalents            415,696             170,815
Total assets                       1,051,208             647,274
Short-term and long-term debt        579,495             363,140
Shareholders' equity                 284,108             127,137


OVERVIEW OF OPERATIONS:              As of June 30, 1999
-----------------------------------------------------------------


                  Licensed                 Start-up
                      POPs                  Date of        Total
              (in millions)  Technology  Operations  Subscribers
              ---------------------------------------------------
United Kingdom        59.2         ESMR           -            -
United Kingdom        59.2          SMR        1992(2)    74,300
France                58.9         ESMR           -            -
France                57.1          SMR        1990(2)    41,600
Germany               70.0     SMR/ESMR(3)     1993      156,400
Belgium               10.2         ESMR           -            -
Belgium               10.2          SMR        1996(4)     2,400
Portugal               9.9         ESMR           -            -
Portugal               9.9          SMR        1994(4)     9,900
Spain                 14.5          SMR        1995        5,500
              --------------                          -----------
Total SMR            220.9                               290,100
              --------------                          -----------
              --------------                          -----------
Total ESMR           208.2
              --------------
              --------------
Total POPs(5)        222.7
              --------------
              --------------

OVERVIEW OF OPERATIONS:              As of June 30, 1999
-----------------------------------------------------------------
                          Dolphin        Dolphin        Dolphin
                          Telecom        Telecom        Telecom
                         Equity(1)   Equity POPs         Equity
                         (percent)  (in millions)   Subscribers
                       ------------------------------------------
United Kingdom              100.0           59.2              -
United Kingdom              100.0           59.2         74,300
France                       99.2           58.4              -
France                       99.2           56.6         41,300
Germany                     100.0           70.0        156,400
Belgium                      93.8            9.6              -
Belgium                      93.8            9.6          2,300
Portugal                     65.0            6.4              -
Portugal                     65.0            6.4          6,400
Spain                       100.0           14.5          5,500
                                    -----------------------------
Total SMR                                  216.3        286,200
                                    -----------------------------
                                    -----------------------------
Total ESMR                                 203.6
                                    ---------------
                                    ---------------
Total POPs (5)                             218.1
                                    ---------------
                                    ---------------

(1) Figures represent the percentage of the Company's direct and
    indirect interest in its operations. The Company and its partners
    have options which, if exercised, could have an impact on certain
    of those percentages.

(2) Dolphin Telecom's initial SMR investments in the United Kingdom
    and France were made in 1994 and 1992, respectively.

(3) In Germany, the Company operates within the ESMR frequency band
    and its license authorizes both SMR and ESMR networks.

(4) Dolphin Telecom's initial SMR investments in Portugal and Belgium
    were made in July 1998.

(5) Total POPs represents the Company's ESMR POPs for the United
    Kingdom, France, Germany, Belgium and Portugal and SMR POPs for
    Spain.

DOLPHIN TELECOM PLC

                 CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands of US dollars)
-----------------------------------------------------------------

Prepared Using International Accounting Standards
                                June 30, 1999  December 31, 1998
                                            $                  $
-----------------------------------------------------------------

ASSETS
Current assets
 Cash and cash equivalents            415,696            170,815
 Restricted cash                       13,189              8,600
 Trade debtors                         12,943              9,693
 Inventories                            2,623              2,044
 Amounts due from related parties           -                  -
 Prepaid expenses and other
  current assets                       26,680             16,980
-----------------------------------------------------------------
Total current assets                  471,131            208,132
-----------------------------------------------------------------

 Restricted cash                        7,029             14,328
 Investments and advances                   -                  -
 Tangible fixed assets                282,195            180,966
 Intangible assets                    258,314            220,486
 Other non-current assets              32,539             23,362
-----------------------------------------------------------------
                                    1,051,208            647,274
-----------------------------------------------------------------
-----------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
 Short-term loan facilities                 2              5,033
 Trade creditors
  and accrued liabilities             107,962             90,052
 Deferred revenues                      3,507              5,235
 Amounts due to related parties         1,361                246
 Current portion of long-term debt     28,384              6,437
 Deferred taxation                     10,565              5,768
-----------------------------------------------------------------
Total current liabilities             151,781            112,771
-----------------------------------------------------------------

 Long-term debt                       551,109            351,670
 Deferred taxation                     61,552             52,918
 Minority interests                     2,658              2,778
-----------------------------------------------------------------
Shareholders' equity
 Share capital                          2,076              1,609
 Additional paid in capital           432,789            202,567
 Retained earnings                   (143,324)           (84,520)
 Cumulative translation adjustment     (7,433)             7,481
-----------------------------------------------------------------
Total shareholders' equity            284,108            127,137
-----------------------------------------------------------------
                                    1,051,208            647,274
-----------------------------------------------------------------
-----------------------------------------------------------------


DOLPHIN TELECOM PLC

CONSOLIDATED STATEMENTS OF LOSS (UNAUDITED)

(in thousands of US dollars)
----------------------------------------------------------------

Prepared Using International Accounting Standards

                          Three months ended    Six months ended
                               June 30,              June 30,
                            1999       1998      1999      1998
                               $          $         $         $
----------------------------------------------------------------

Revenues
 Services                 23,270     15,076    44,695    25,850
 Equipment                 1,066      1,120     2,287     2,253
----------------------------------------------------------------
                          24,336     16,196    46,982    28,103

 Cost of services         11,475      3,914    20,099     8,016
 Cost of equipment           814        769     1,632     1,236
 Selling, general and
  administrative expenses 24,374      9,998    41,119    17,575
 Depreciation and
  Amortization            18,106      7,913    36,864    13,488
----------------------------------------------------------------

Operating loss           (30,433)    (6,398)  (52,732)  (12,212)
 Interest expense         (8,809)    (5,682)  (17,926)   (8,059)
 Interest income           2,288      1,693     3,665     2,110
 Foreign exchange
  gain (loss)                (13)        66     5,233        66
----------------------------------------------------------------
Loss before income taxes
 and minority interests  (36,967)   (10,321)  (61,760)  (18,095)
Income taxes                 335      1,550     2,816     2,387
----------------------------------------------------------------
Loss before minority
 Interests               (36,632)    (8,771)  (58,944)  (15,708)
  Minority interests         187      1,334       140     1,915
----------------------------------------------------------------
Net loss                 (36,445)    (7,437)  (58,804)  (13,793)
----------------------------------------------------------------
----------------------------------------------------------------

DOLPHIN TELECOM PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands of US dollars)
----------------------------------------------------------------

Prepared Using International Accounting Standards

                          Three months ended    Six months ended
                                June 30,            June 30,
                            1999       1998      1999      1998
                               $          $         $         $
----------------------------------------------------------------
OPERATING ACTIVITIES
 Net loss                (36,445)    (7,437)  (58,804)  (13,793)
 Depreciation and
  Amortization            18,106      7,913    36,864    13,488
 Accreted interest on
  long-term debt          12,547      3,007    21,727     3,007
 Capitalized interest     (5,324)         -    (7,773)        -
 Minority interests         (187)    (1,334)     (140)   (1,915)
 Income taxes               (335)    (1,550)   (2,816)   (2,387)
 Unrealized foreign
  exchange gain           (4,417)         -   (21,179)        -
 Changes in operating
  assets and liabilities  10,998      2,720    12,020    23,840
----------------------------------------------------------------
Cash provided by (used in)
 operating activities     (5,057)     3,319   (20,101)   22,240
----------------------------------------------------------------

INVESTING ACTIVITIES
 Acquisitions of tangible
  fixed assets           (56,174)  (24,113)  (105,685)  (28,367)
 Investments               3,244   (41,068)   (36,930) (113,172)
 Decrease (increase) in
  other non-current assets(2,079)    1,438     (2,064)   (1,232)
----------------------------------------------------------------
Cash used in investing
 Activities              (55,009)  (63,743)  (144,679) (142,771)
----------------------------------------------------------------

FINANCING ACTIVITIES
 Increase in share
  capital/invested
  capital               202,754    118,948    202,754   123,143
 Issuance of Senior
  Discount Notes        150,131    300,506    150,131   300,506
 Financing costs         (9,352)   (10,515)    (9,352)  (10,515)
 Changes in long-term
  Debt                   74,207    (77,091)    68,299     4,699
----------------------------------------------------------------
Cash provided by (used in)
 financing activities   417,740    331,848    411,832   417,833
----------------------------------------------------------------

Effect of exchange rate
 changes on cash            (55)        -      (2,171)        -
----------------------------------------------------------------

Increase in cash and cash
 equivalents for
  the period            357,619    271,424    244,881   297,302
  Cash and cash equivalents,
    beginning of period  58,077     29,805    170,815     3,927
----------------------------------------------------------------
Cash and cash equivalents,
 end of period          415,696    301,229    415,696   301,229
----------------------------------------------------------------
COPYRIGHT 1999 Business Wire
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Copyright 1999, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1CANA
Date:Aug 11, 1999
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