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Message: Now THIS is how a CEO should address his shareholders.

Now THIS is how a CEO should address his shareholders.

posted on Aug 01, 2005 08:53PM
This letter is from another BB company that I hold shares in. I wanted to share this as an example of what is possible with GOOD MANAGEMENT. I`ve blocked the name of the company because I have no intention of spamming. I just wish our CEO would be as forthright with his shareholders as this one is.

Dear Fellow Shareholders:

Since I last wrote to you in April, we have accelerated our business plan, strengthened our balance sheet, accomplished key financial and operational goals and positioned the company to achieve even greater accomplishments in the weeks and months to come. While we still face significant competitive pressures and have much yet to do, XXXXXXXX is, in my view, better positioned today than at any time during my almost 20-month tenure as your chief executive officer.

Financing

When I last wrote to you, we were in the process of lining up capital to refinance some expensive debt on our balance sheet. I am happy to report that we successfully refinanced that debt in May, slicing approximately $2 million a year in interest expense from our P&L. We also set the conversion price of the note above our then 17-month stock price high, ensuring that all shareholders who had purchased MOBL stock since December 2003 would be ``in the money`` prior to any shares coming on the market from the conversion of that note.

We also have continued to strengthen our balance sheet by converting other debt into equity. We now have over $30 million in equity on our balance sheet and are looking for opportunities to further improve that position.

As our cash flow builds, we will be able, over time, to use less outside financing and more internally generated cash to fund our acquisitions and our internal growth initiatives. A small but important step in that direction occurred recently when we were able to retire a $92,000 debt taken on to expand capacity at our CloseCall America unit using profits from CloseCall. We hope to do similar things in the future, but in the meanwhile, we will seek to optimize our cost of capital as we raise additional funds for acquisitions.

I believe that one of my most important jobs as your CEO is to raise capital on the fairest terms possible to our existing shareholders. Many so- called investors have approached us about ``investing`` in our company at some large discount to market. We have passed and will continue to pass on such ``opportunities.`` Selling equity cheaply to some fund that will quickly hedge or liquidate its position at the expense of our loyal long-term shareholders doesn`t strike me as a sensible or fair thing to do.

We have had, and continue to have, discussions with several investment banks about establishing a long-term relationship with a view toward a future secondary offering and Nasdaq listing. We are taking our time as it is better that we choose correctly than quickly.

To obtain that listing, we have had discussions with some potential ``reverse merger`` candidates. To date, we have not found the right mix of deal terms, stock price, and strategic fit to justify doing a deal. If we are not able to do a reverse merger, once our stock price reaches a suitable level (north of 56 cents), we would consider doing a reverse split only to achieve a listing. To that end, we have asked our shareholders for authorization to do up to a 1-for-9 reverse split as part of our annual meeting agenda. While I have a bonus provision in my contract tied to achieving a listing, I will not recommend to our board rushing to get listed. It is more important that we are ready and that we don`t harm our long-term shareholders with a destructively large reverse split.

We are still looking at a possible AIM listing and have taken some initial steps toward positioning for such a possibility. As I mentioned in my last letter, London has a more benign view toward stocks priced in pence, so we are taking a serious look at this route to obtaining institutional investor support.

We also are pleased that both STI and Texas Prototypes have made progress toward becoming publicly traded and, correspondingly, having our shares in those companies ultimately becoming registered and thus distributable, barring any other impediments. We will keep you posted as events dictate on both these opportunities.

Operating Results

When I wrote to you in April, it was unclear whether we would achieve profitability in our March 31 fiscal fourth quarter. Well, the results came in as we hoped, and we did cross over into the black on the net income line. With the additional acquisitions we completed at the end of June and the May refinancing, we hope to have our net income continue to climb. While we hope to show at least some organic improvement in operating profit and net income in the June quarter (we will know in the next two weeks), we anticipate a solid uptick in the September quarter due to our acquisitions, barring any unforeseen events.

Tempe continues to move along as we finalize the last remaining open items with the city and prepare for the ceremonial ribbon cutting planned for early October. We have our first paying customers in Tempe, and our relationship with Cox is strong and getting stronger. We have submitted wireless bids to a number of other cities including Orlando, Minneapolis, Sacramento and several smaller cities plus Oakland County, Michigan. While we do not expect to win all of our bids (and, in fact, we have not been selected to be a finalist for our non-conforming bid in Philadelphia), we do hope to win our fair share and continue to build up our wireless capabilities.

We are looking at forming one or more partnerships to leverage our ZigBee technology, preferably with a large semiconductor company. We have had some preliminary discussions toward this end and will update you as things develop.

TommyWireless is off to a good start. We have signed up our first customers and will intensify our marketing effort this fall during the back- to-school season.

Acquisitions

On the mergers and acquisitions front, we are looking at nearly 10 different opportunities, with cumulative revenue that could substantially increase the size of our company and our profitability. Deal flow quality remains at a high level, with good, cash-flow-positive, well-managed businesses available for us to acquire. We will continue to aggressively pursue good opportunities as we strive to hit my personal goals of $200-plus million in annualized revenue and 10% EBITDA margin by the end of our fiscal year. With the deals we have closed plus the acquisitions we have under letter of intent (if they close), we would move to approximately $140 million in annualized revenue and more than 8% EBITDA margin, up from $92.8 million in annualized revenue and 6.4% EBITDA margin at March 31, 2005.

The net effect of our progress has been seen in our stock price which has roughly doubled since April. While our stock price will continue to fluctuate on a day to day basis, it is my hope that as we continue to build intrinsic value, that value will be reflected in our market valuation. I personally am continuing to buy stock on the open market and have, in fact, extended my 10b5-1 buying program for another six months (through April 2006) and have made provisions for increased buying if our stock is below certain levels.

In closing, I would like to thank you for continuing to put your faith in me as your CEO. I look forward to meeting many of you at our upcoming shareholders` meeting. For those of you unable to attend, please fill out and return your proxies promptly (or vote via phone or the Internet) after you receive them in the next two weeks as we need a quorum to transact business at our annual meeting. Thank you.

Very truly yours,

Jay O. Wright

Chairman and Chief Executive OfficerXXXXXXXX XXXX

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