UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to Form 10-K on
FORM 10-K/A
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 X For the Fiscal Year Ended December 31, 2000
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from to
-------------- -----------------
Commission file numbers 0-23232/1-14248
ARCH WIRELESS, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 31-1358569
(State of incorporation) (I.R.S. Employer Identification No.)
1800 West Park Drive, Suite 250
Westborough, Massachusetts 01581
(address of principal executive offices) (Zip Code)
(508) 870-6700
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b)OF THE
SECURITIES EXCHANGE ACT OF 1934:
10 7/8% Senior Discount Notes due 2008 American Stock Exchange
(Title of Class) (Name of exchange on which registered)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934:
Common Stock Par Value $.01 Per Share
Class B Common Stock Par Value $.01 Per Share
Warrants
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES____X_____ NO________
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K _____________
The aggregate market value of the voting stock held by non-affiliates of the
Registrant at March 19, 2001 was approximately $105,422,000.
The number of shares of Registrant's common stock outstanding on March 19, 2001
was 171,640,593. The number of shares of Registrant's Class B common stock
outstanding on March 19, 2001 was 681,497.
Portions of Registrant's Definitive Proxy Statement for the 2001 Annual Meeting
of Stockholders of the Registrant to be held on May 15, 2001, are incorporated
by reference into Part III.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
Consolidated Balance Sheets as of December 31, 1999 and 2000
Consolidated Statements of Operations for Each of the Three Years in
the Period Ended December 31, 2000
Consolidated Statements of Stockholders' Equity (Deficit) for Each of
the Three Years in the Period Ended December 31, 2000
Consolidated Statements of Cash Flows for Each of the Three Years in
the Period Ended December 31, 2000
Notes to Consolidated Financial Statements
(c) Exhibits
The exhibits listed in the accompanying index to exhibits are filed as
part of this annual report on Form 10-K/A.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ARCH WIRELESS, INC.
By: /s/ J. Roy Pottle
-----------------------------------
J. Roy Pottle
Executive Vice President and Chief
May 21, 2001 Financial Officer (principal financial
officer and principal accounting
officer)
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Public Accountants.................................................................... F-2
Consolidated Balance Sheets as of December 31, 1999 and 2000 ............................................... F-3
Consolidated Statements of Operations for Each of the Three Years in the Period Ended
December 31, 2000........................................................................................ F-4
Consolidated Statements of Stockholders' Equity (Deficit) for Each of the Three Years in
the Period Ended December 31, 2000....................................................................... F-5
Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended
December 31, 2000........................................................................................ F-6
Notes to Consolidated Financial Statements.................................................................. F-7
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Arch Wireless, Inc.:
We have audited the accompanying consolidated balance sheets of Arch Wireless,
Inc. (a Delaware corporation) (the "Company") and subsidiaries as of December
31, 1999 and 2000, and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for each of the three years in the
period ended December 31, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Arch
Wireless, Inc. and subsidiaries as of December 31, 1999 and 2000, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.
As discussed further in Note 1, subsequent to March 1, 2001, the date of our
original report, the Company prepared a range of financial projections for the
remainder of its current fiscal year. Based on the range of these projections,
the Company, in certain circumstances, may no longer be in compliance with the
various debt covenants of its credit facility as of September 30, 2001. This
factor creates a substantial doubt about the Company's ability to continue as a
going concern. The accompanying financial statements do not include any
adjustments that might result should the Company be unable to continue as a
going concern.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 1, 2001 (except
for the matter discussed in
Note 1 as to which the
date is May 18, 2001)
F-2
ARCH WIRELESS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
December 31,
1999 2000
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents ................................................... $ 3,161 $ 55,007
Accounts receivable (less reserves of $16,473 and $62,918 in 1999 and
2000, respectively) ....................................................... 61,167 134,396
Inventories ................................................................. 9,101 2,163
Prepaid expenses and other .................................................. 11,874 19,877
----------- -----------
Total current assets ...................................................... 85,303 211,443
----------- -----------
Property and equipment, at cost:
Land, buildings and improvements ............................................ 20,503 36,334
Messaging and computer equipment ............................................ 667,820 1,347,468
Furniture, fixtures and vehicles ............................................ 26,321 58,270
----------- -----------
714,644 1,442,072
Less accumulated depreciation and amortization .............................. 314,445 444,650
----------- -----------
Property and equipment, net ................................................. 400,199 997,422
----------- -----------
Intangible and other assets (less accumulated amortization of $515,195
and $697,446 in 1999 and 2000, respectively) ................................ 867,543 1,100,744
----------- -----------
$ 1,353,045 $ 2,309,609
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt ........................................ $ 8,060 $ 177,341
Accounts payable ............................................................ 30,016 55,282
Accrued restructuring charges ............................................... 17,111 60,424
Accrued expenses ............................................................ 43,629 102,959
Accrued interest ............................................................ 30,294 39,140
Customer deposits ........................................................... 7,526 18,273
Deferred revenue ............................................................ 28,175 44,227
----------- -----------
Total current liabilities ................................................. 164,811 497,646
----------- -----------
Long-term debt, less current maturities ........................................ 1,322,508 1,679,219
----------- -----------
Other long-term liabilities .................................................... 83,285 74,509
----------- -----------
Deferred income taxes .......................................................... -- 121,994
----------- -----------
Commitments and contingencies
Redeemable preferred stock ..................................................... 28,176 30,505
----------- -----------
Stockholders' equity (deficit):
Common stock--$.01 par value, authorized 300,000,000 shares, issued
and outstanding: 47,263,500 and 161,536,656 shares in 1999 and
2000, respectively ........................................................ 472 1,615
Class B common stock--$.01 par value, authorized 10,000,000 shares;
issued and outstanding: 3,968,164 and 1,991,945 shares in 1999 and
2000, respectively ........................................................ 40 20
Additional paid-in capital .................................................. 633,240 1,095,779
Accumulated other comprehensive income ...................................... -- (82)
Accumulated deficit ......................................................... (879,487) (1,191,596)
----------- -----------
Total stockholders' equity (deficit) ...................................... (245,735) (94,264)
----------- -----------
$ 1,353,045 $ 2,309,609
=========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
F-3
ARCH WIRELESS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
Years Ended December 31,
1998 1999 2000
---- ---- ----
Service, rental and maintenance revenues ............. $ 371,154 $ 591,389 $ 794,997
Product sales ........................................ 42,481 50,435 56,085
------------ ------------ ------------
Total revenues .................................. 413,635 641,824 851,082
Cost of products sold ................................ (29,953) (34,954) (35,861)
------------ ------------ ------------
383,682 606,870 815,221
------------ ------------ ------------
Operating expenses:
Service, rental and maintenance ................... 80,782 132,400 182,993
Selling ........................................... 49,132 84,249 107,208
General and administrative ........................ 112,181 180,726 263,901
Depreciation and amortization ..................... 221,316 309,434 500,831
Restructuring charge .............................. 14,700 (2,200) 5,425
------------ ------------ ------------
Total operating expenses ........................ 478,111 704,609 1,060,358
------------ ------------ ------------
Operating income (loss) .............................. (94,429) (97,739) (245,137)
Interest expense ..................................... (104,019) (144,924) (167,621)
Interest income ...................................... 1,766 1,896 1,451
Other expense ........................................ (1,960) (45,221) (3,082)
Equity in loss of affiliate .......................... (5,689) (3,200) --
------------ ------------ ------------
Income (loss) before income tax benefit, extraordinary
items and accounting change ....................... (204,331) (289,188) (414,389)
Benefit from income taxes ............................ -- -- 46,006
------------ ------------ ------------
Income (loss) before extraordinary items and
accounting change ................................. (204,331) (289,188) (368,383)
Extraordinary gain (loss) from early extinguishment of
debt .............................................. (1,720) 6,963 58,603
Cumulative effect of accounting change ............... -- (3,361) --
------------ ------------ ------------
Net income (loss) .................................... (206,051) (285,586) (309,780)
Accretion of redeemable preferred stock .............. -- -- (4,223)
Preferred stock dividend ............................. (1,030) (2,146) (2,329)
------------ ------------ ------------
Net income (loss) applicable to common stockholders .. $ (207,081) $ (287,732) $ (316,332)
============ ============ ============
Basic/diluted income (loss) per common share before
extraordinary item and accounting change .......... $ (29.34) $ (9.21) $ (4.86)
Extraordinary gain (loss) from early extinguishment of
debt per basic/diluted common share ............... (0.25) 0.22 0.76
Cumulative effect of accounting change per
basic/diluted common share ........................ -- (0.11) --
------------ ------------ ------------
Basic/diluted net income (loss) per common share ..... $ (29.59) $ (9.10) $ (4.10)
============ ============ ============
Basic/diluted weighted average number of common shares
outstanding ....................................... 6,997,730 31,603,410 77,122,659
============ ============ ============
The accompanying notes are an integral part of these
consolidated financial statements.
F-4
ARCH WIRELESS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(in thousands, except share amounts)
Accumulated Total
Class B Additional Other Stockholders'
Common Common Paid-in Comprehensive Accumulated Equity
Stock Stock Capital Income Deficit (Deficit)
------- ------- ---------- ----------- ----------- -----------
Balance, December 31, 1997............... $ 70 $ -- $ 351,349 $ -- $ (384,674) $ (33,255)
Net loss.............................. -- -- -- -- (206,051) (206,051)
Exercise of options to purchase
31,344 shares of common stock....... -- -- 294 -- -- 294
Issuance of 85,996 shares of common
stock under Arch's employee stock
purchase plan....................... 1 -- 548 -- -- 549
Preferred stock dividend.............. -- -- -- -- (1,030) (1,030)
------- ------- ---------- ----------- ----------- -----------
Balance, December 31, 1998............... 71 -- 352,191 -- (591,755) (239,493)
Net loss.............................. -- -- -- -- (285,586) (285,586)
Issuance of 30,847,004 shares of
common stock and 5,360,261 of Class
B common stock in rights offering... 308 54 216,881 -- -- 217,243
Issuance of 4,781,656 shares of
common stock to acquire company..... 48 -- 20,035 -- -- 20,083
Shares to be issued in connection
with the Benbow settlement.......... -- -- 22,836 -- -- 22,836
Issuance of 3,136,665 shares of
common stock in exchange for debt... 31 -- 21,106 -- -- 21,137
Issuance of 34,217 shares of common
stock under Arch's employee stock
purchase plan....................... -- -- 191 -- -- 191
Conversion of Class B common stock
into common stock................... 14 (14) -- -- -- --
Preferred stock dividend.............. -- -- -- -- (2,146) (2,146)
------- ------- ---------- ----------- ----------- -----------
Balance, December 31, 1999............... 472 40 633,240 -- (879,487) (245,735)
Net loss.............................. -- -- -- -- (309,780) (309,780)
Foreign currency translation
adjustments......................... -- -- -- (82) -- (82)
-----------
Total comprehensive loss............ (309,862)
Issuance of 89,896,907 shares of
common stock to acquire company..... 899 -- 262,499 -- -- 263,398
Issuance of 12,468,632 shares of
common stock in exchange for debt... 125 -- 156,851 -- -- 156,976
Issuance of 6,613,180 shares of
common stock in exchange for
redeemable preferred stock.......... 66 -- 46,849 -- -- 46,915
Issuance of 2,856,721 shares of
common stock in connection with the
Benbow settlement................... 28 -- (28) -- -- --
Issuance of 459,133 shares of common
stock under Arch's employee stock
purchase plan....................... 5 -- 570 -- -- 575
Exercise of Warrants to purchase
2,364 shares of common stock........ -- -- 21 -- -- 21
Conversion of Class B common stock
into common stock................... 20 (20) -- -- -- --
Preferred stock accretion............. -- -- (4,223) -- -- (4,223)
Preferred stock dividend.............. -- -- -- -- (2,329) (2,329)
------- ------- ---------- ----------- ----------- -----------
Balance, December 31, 2000................. $ 1,615 $ 20 $1,095,779 $ (82) $(1,191,596) $ (94,264)
======= ======= ========== =========== =========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
F-5
ARCH WIRELESS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1998 1999 2000
---- ---- ----
Cash flows from operating activities:
Net income (loss) ..................................... $ (206,051) $ (285,586) $ (309,780)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization ....................... 221,316 309,434 500,831
Deferred income tax benefit ......................... -- -- (46,006)
Extraordinary loss (gain) from early extinguishment . 1,720 (6,963) (58,603)
of debt
Cumulative effect of accounting change .............. -- 3,361 --
Equity in loss of affiliate ......................... 5,689 3,200 --
Accretion of discount on long-term debt ............. 37,115 41,566 28,277
Other non-cash interest expense ..................... -- 2,904 2,361
Gain on tower site sale ............................. (1,859) (1,871) (1,983)
Write-off of N-PCS investments ...................... -- 37,498 --
Accounts receivable loss provision .................. 8,545 15,265 33,015
Changes in assets and liabilities, net of effect
from acquisitions of companies:
Accounts receivable .............................. (9,151) (18,369) (41,129)
Inventories ...................................... 2,314 1,728 7,381
Prepaid expenses and other ....................... (3,090) 7,000 6,944
Accounts payable and accrued expenses ............ 24,649 (2,986) (74,550)
Customer deposits and deferred revenue ........... 549 (7,554) (8,495)
Other long-term liabilities ...................... 1,634 909 (5,938)
----------- ----------- -----------
Net cash provided by operating activities ................ 83,380 99,536 32,325
----------- ----------- -----------
Cash flows from investing activities:
Additions to property and equipment, net .............. (79,249) (95,208) (127,833)
Additions to intangible and other assets .............. (33,935) (18,443) (12,452)
Net proceeds from tower site sale ..................... 30,316 3,046 --
Acquisition of companies, net of cash acquired ........ -- (516,561) 47,785
----------- ----------- -----------
Net cash used for investing activities ................... (82,868) (627,166) (92,500)
----------- ----------- -----------
Cash flows from financing activities:
Issuance of long-term debt ............................ 460,964 473,783 174,960
Repayment of long-term debt ........................... (489,014) (162,059) (63,560)
Net proceeds from sale of preferred stock ............. 25,000 -- --
Net proceeds from sale of common stock ................ 843 217,434 596
----------- ----------- -----------
Net cash (used in) provided by financing activities ...... (2,207) 529,158 111,996
----------- ----------- -----------
Effect of exchange rate changes on cash .................. -- -- 25
----------- ----------- -----------
Net (decrease) increase in cash and cash equivalents ..... (1,695) 1,528 51,846
Cash and cash equivalents, beginning of period ........... 3,328 1,633 3,161
----------- ----------- -----------
Cash and cash equivalents, end of period ................. $ 1,633 $ 3,161 $ 55,007
=========== =========== ===========
Supplemental disclosure:
Interest paid ......................................... $ 57,151 $ 91,151 $ 128,155
=========== =========== ===========
Issuance of common stock for acquisitions of companies $ -- $ 20,083 $ 263,398
=========== =========== ===========
Liabilities assumed in acquisitions of companies ...... $ -- $ 134,429 $ 1,059,431
=========== =========== ===========
Issuance of common stock for debt ..................... $ -- $ 21,137 $ 156,976
=========== =========== ===========
Issuance of common stock for redeemable preferred stock $ -- $ -- $ 46,915
=========== =========== ===========
Preferred stock dividend .............................. $ 1,030 $ 2,146 $ 2,329
=========== =========== ===========
Accretion of redeemable preferred stock ............... $ -- $ -- $ 4,223
=========== =========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
ARCH WIRELESS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Significant Accounting Policies
Organization--Arch Wireless, Inc. ("Arch" or the "Company") is a leading
provider of wireless messaging and information services in the United States.
Currently, Arch primarily provides traditional paging services, which enable
subscribers to receive messages on their pagers composed entirely of numbers,
such as a phone number, or on some pagers, numbers and letters, which enable
subscribers to receive text messages. Arch has also begun to market and sell
two-way wireless messaging services which enable subscribers to respond to
messages or create and send wireless email messages to other wireless messaging
devices (including pagers and personal digital assistants or PDAs) and to
personal computers. Arch also offers wireless information services, such as
stock quotes, news and other wireless information delivery services, voice mail,
personalized greeting, message storage and retrieval, equipment loss protection
and equipment maintenance. These services are commonly referred to as wireless
messaging and information services.
Risks and Other Important Factors--Arch sustained net losses of $206.1
million, $285.6 million and $309.8 million for the years ended December 31,
1998, 1999 and 2000, respectively. Arch's loss from operations for the year
ended December 31, 2000 was $245.1 million. In addition, at December 31, 2000,
Arch had an accumulated deficit of approximately $63.8 million and a deficit in
working capital of $286.2 million although $175.2 million of current maturities
of long term debt were repaid in February 2001, see Note 4 for description of
the transaction. Arch's losses from operations and net losses are expected to
continue for additional periods in the future. There can be no assurance that
its operations will become profitable.
Arch's operations require the availability of substantial funds to finance
the maintenance and growth of its existing messaging operations, its subscriber
base and to enhance and expand its two-way messaging networks. At December 31,
2000, Arch had approximately $1,856.6 million outstanding under its credit
facility, senior notes, capital leases and other long-term debt. Amounts
available under its credit facility are subject to certain financial covenants
and other restrictions. At December 31, 2000, Arch was in compliance with each
of the covenants under its credit facility. Arch's ability to borrow additional
amounts in the future, including amounts currently available under the credit
facility is dependent on Arch's ability to comply with the provisions of its
credit facility as well as the availability of financing in the capital markets.
At December 31, 2000, Arch had $4.0 million of borrowings available under its
credit facility.
In May 2001, Arch prepared a range of financial projections for the remainder
of its current fiscal year. Arch believes that based on the lower range of its
current projections, it may be in default of certain financial covenants of its
credit facility as of September 30, 2001. Arch's ability to continue as a going
concern is dependent upon its ability to comply with the terms of its debt
agreements, to refinance its existing debt or obtain additional financing. Arch
is currently in the process of restructuring its obligations. There can be no
assurance that Arch will be successful in its efforts, which may have a material
adverse affect on the solvency of Arch.
Arch is also subject to additional risks and uncertainties including, but not
limited to, changes in technology, business integration, competition, government
regulation and subscriber turnover.
Principles of Consolidation--The accompanying consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.
Use of Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Revenue Recognition--Arch recognizes revenue under rental and service
agreements with customers as the related services are performed. Maintenance
revenues and related costs are recognized ratably over the respective terms of
the agreements. Sales of equipment are recognized upon delivery. In some cases,
Arch enters into transactions which include the sale of both products and
services. The Company allocates the value of the arrangement to each element
based on the residual method. Under the residual method, the fair value of the
undelivered elements, typically services, is deferred and subsequently realized
when earned. Commissions are recognized as an expense when incurred. On December
3, 1999, the Securities and Exchange Commission released Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements". SAB 101
provides additional guidance on the accounting for revenue recognition,
F-7
including both broad conceptual discussions as well as certain industry-specific
guidance. Arch adopted SAB 101 in 2000, it did not have a material impact on its
results of operations.
Cash Equivalents--Cash equivalents include short-term, interest-bearing
instruments purchased with remaining maturities of three months or less.
Inventories--Inventories consist of new messaging devices, which are held
primarily for resale. Inventories are stated at the lower of cost or market,
with cost determined on a first-in, first-out basis.
Property and Equipment--Leased messaging devices sold or otherwise retired
are removed from the accounts at their net book value using the first-in,
first-out method. Property and equipment is stated at cost and is depreciated
using the straight-line method over the following estimated useful lives:
Estimated
Asset Classification Useful Life
-------------------- -----------
Buildings and improvements................................. 20 Years
Leasehold improvements..................................... Lease Term
Messaging devices.......................................... 2 Years
Messaging and computer equipment........................... 3-8 Years
Furniture and fixtures..................................... 5-8 Years
Vehicles................................................... 3 Years
Depreciation and amortization expense related to property and equipment
totaled $101.1 million, $144.9 million and $211.8 million for the years ended
December 31, 1998, 1999 and 2000, respectively.
On October 1, 2000, Arch revised the estimated depreciable life of its
subscriber equipment from three to two years. The change in useful life resulted
from Arch's expectations regarding future usage periods for subscriber devices
considering current and projected technological advances and customer desires
for new messaging technology. As a result of this change depreciation expense
increased approximately $19.3 million in the fourth quarter of 2000.
Long-Lived Assets--In accordance with Statement of Financial Accounting
Standards (SFAS) No. 121 "Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets To Be Disposed Of" Arch evaluates the recoverability of its
carrying value of the Company's long-lived assets and certain intangible assets
based on estimated undiscounted cash flows to be generated from each of such
assets compared to the original estimates used in measuring the assets. To the
extent impairment is identified, Arch reduces the carrying value of such
impaired assets to fair value based on estimated discounted future cash flows.
To date, Arch has not had any such impairments.
Fair Value of Financial Instruments--Arch's financial instruments, as defined
under SFAS No. 107 "Disclosures about Fair Value of Financial Instruments",
include its cash, its debt financing and interest rate protection agreements.
The fair value of cash is equal to the carrying value at December 31, 1999 and
2000. The fair value of the debt and interest rate protection agreements are
included in Note 4.
Reverse Stock Split --On June 28, 1999, Arch effected a one for three reverse
stock split. All share and per share data for all periods presented have been
adjusted to give effect to this reverse split.
Derivative Instruments and Hedging Activities--In June 1998, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
(SFAS) No. 133 "Accounting for Derivative Instruments and Hedging Activities".
SFAS No. 133 requires that every derivative instrument be recorded in the
balance sheet as either an asset or liability measured at its fair value and
that changes in the derivative's fair value be recognized in earnings. Arch
adopted this standard effective January 1, 2001. The impact of adopting SFAS No.
133 was not material; however, adopting SFAS No. 133 could increase volatility
in future earnings and other comprehensive income.
2. Acquisitions
On June 3, 1999 Arch completed its acquisition of MobileMedia Communications,
Inc. for $671.1 million, consisting of cash paid of $516.6 million, including
direct transaction costs, 4,781,656 shares of Arch common stock valued at $20.1
million and the assumption of liabilities of $134.4 million. The cash payments
were financed through the issuance of approximately 36.2 million shares of Arch
common stock (including approximately 5.4 million shares of Arch Class B common
F-8
stock) in a rights offering for $6.00 per share, the issuance of $147.0 million
principal amount of 13 3/4% senior notes due 2008 (see Note 4) and additional
borrowings under the Company's credit facility.
Arch issued to four unsecured creditors, who had agreed to purchase shares
not purchased by other unsecured creditors in the rights offering, warrants to
acquire 1,225,219 shares of its common stock on or before September 1, 2001 for
$9.03 per share. The fair value of these warrants was determined to be
immaterial.
The acquisition was accounted for as a purchase and the results of
MobileMedia's operations have been included in the consolidated financial
statements from the date of acquisition.
The liabilities assumed in the MobileMedia transaction, referred to above,
include an unfavorable lease accrual related to MobileMedia's rentals on
communications towers, which were in excess of market rental rates. This accrual
amounted to approximately $52.9 million and is included in other long-term
liabilities. This accrual is being amortized over the remaining lease term of 12
3/4 years. Concurrent with the consummation of the MobileMedia acquisition, Arch
developed a plan to integrate the operations of MobileMedia. The liabilities
assumed, referred to above, includes a $14.5 million restructuring accrual to
cover the costs to eliminate redundant headcount and facilities in connection
with the overall integration of operations (see Note 10).
On November 10, 2000, Arch completed its acquisition of Paging Network, Inc.
(PageNet) for $1.35 billion consisting of 89,896,907 shares of Arch common stock
valued at $263.4 million, the assumption of liabilities of $1.06 billion,
including a deferred tax liability of $168.0 million arising in purchase
accounting, and $27.6 million of transaction costs. In the merger, each
outstanding share of PageNet's common stock was exchanged for 0.04796505 shares
of Arch's common stock.
The merger was accompanied by a re-capitalization of Arch and PageNet
involving the exchange of common stock for outstanding debt. Arch offered to
exchange a total of 29,651,984 shares of its common stock for all of its
outstanding 107/8% senior discount notes that were outstanding on November 7,
1999; Arch exchanged shares of its common stock for a significant portion of
these discount notes (see Note 4).
In connection with the merger, 80.5% of the total equity of PageNet's
subsidiary, Vast Solutions, Inc. was issued to PageNet's current stockholders
and noteholders and Arch holds the remaining 19.5% of Vast's equity.
The purchase price for these acquisitions was allocated based on the fair
values of assets acquired and liabilities assumed. The purchase price allocation
for PageNet is preliminary as of December 31, 2000, and the Company expects it
to be finalized over the next three quarters. The acquisition was accounted for
as a purchase, and the results of PageNet's operations have been included in the
consolidated financial statements from the date of acquisition.
Concurrent with the consummation of the PageNet acquisition, Arch management
developed a plan to integrate the operations of PageNet. The liabilities assumed
in the PageNet transaction, referred to above, include a $76.0 million
restructuring accrual related to the costs to eliminate redundant headcount and
facilities in connection with the overall integration of operations (see Note
10).
The following unaudited pro forma summary presents the consolidated results
of operations as if the acquisitions had occurred at the beginning of the period
presented, after giving effect to certain adjustments, including depreciation
and amortization of acquired assets and interest expense on acquisition debt.
These pro forma results have been prepared for comparative purposes only and do
not purport to be indicative of what would have occurred had the acquisitions
been completed at the beginning of the period presented, or of results that may
occur in the future.
Year Ended Year Ended
December 31, 1999 December 31, 2000
----------------- -----------------
(unaudited and in thousands except for
per share amounts)
Revenues................................................................ $ 1,803,519 $ 1,475,828
Income (loss) before extraordinary item................................. (429,994) (499,006)
Net income (loss)....................................................... (433,355) (440,403)
Basic/diluted net income (loss) per common share........................ (2.55) (2.90)
F-9
3. Intangible and Other Assets
Intangible and other assets, net of accumulated amortization, are composed of
the following (in thousands):
December 31,
1999 2000
---- ----
Purchased Federal Communications Commission licenses........................... $ 354,246 $ 451,431
Purchased subscriber lists..................................................... 239,114 412,015
Goodwill....................................................................... 249,010 163,027
Restricted cash................................................................ -- 35,280
Deferred financing costs....................................................... 19,915 24,905
Other.......................................................................... 5,258 14,086
------------ ------------
$ 867,543 $ 1,100,744
============ ============
Amortization expense related to intangible and other assets totaled $120.2
million, $164.6 million and $289.1 million for the years ended December 31,
1998, 1999 and 2000, respectively.
Included in purchased Federal Communications Commissions licenses are $175.0
million of 900 MHz SMR (Specialized Mobile Radio) licenses which are held for
sale to Nextel Communications, Inc. (see Note 12).
During the fourth quarter of 2000, the Company reviewed the remaining lives
of its intangible assets. Due to the nature of change in the traditional
messaging industry and the new technologies for two-way messaging, effective
October 1, 2000 the Company changed the remaining lives on purchased subscriber
lists, purchased Federal Communications Commission licenses and goodwill which
resulted from acquisitions prior to 2000 as follows:
Book Value at
December 31, Estimated
Intangible Asset Classification 2000 Useful Life
------------------------------- ---- -----------
Purchased Federal Communications Commission licenses........................... $ 276,420 24 Months
Purchased subscriber lists..................................................... 137,426 12 Months
Goodwill....................................................................... 163,027 12 Months
These changes resulted in additional amortization expense in 2000 of $103.5
million.
The purchased subscriber list, acquired in conjunction with the acquisition
of PageNet had a net book value at December 31, 2000 of $274.6 million and is
being amortized over a three year period.
Deferred financing costs incurred in connection with Arch's credit agreements
(see Note 4) are being amortized over periods not to exceed the terms of the
related agreements. As credit agreements are amended and restated, unamortized
deferred financing costs are written off as an extraordinary charge. During
1998, a charge of $1.7 million was recognized in connection with the closing of
a new credit facility.
Other assets consist of a note receivable from Vast, contract rights,
organizational and Federal Communications Commission application and development
costs which are amortized using the straight-line method over their estimated
useful lives, not exceeding ten years.
In April 1998, the Accounting Standards Executive Committee of the Financial
Accounting Standards Board issued Statement of Position (SOP) 98-5 "Reporting on
the Costs of Start-Up Activities". SOP 98-5 requires costs of start-up
activities and organization costs to be expensed as incurred. Development and
start up costs include nonrecurring, direct costs incurred in the development
and expansion of messaging systems. Arch adopted SOP 98-5 effective January 1,
1999. Initial application of SOP 98-5 resulted in a $3.4 million charge, which
was reported as the cumulative effect of a change in accounting principle. This
charge represents the unamortized portion of start-up and organization costs,
which had been deferred in prior years.
N-PCS Investments--In connection with Arch's May 1996 acquisition of Westlink
Holdings, Inc., Arch acquired Westlink's 49.9% share of the capital stock of
Benbow PCS Ventures, Inc. Benbow holds exclusive rights to a 50kHz
outbound/12.5kHz inbound narrowband PCS license in each of the five regions of
the United States. Arch's investment in Benbow was accounted for under the
equity method whereby Arch's share of Benbow's losses, since the acquisition
F-10
date of Westlink, are recognized in Arch's accompanying consolidated statements
of operations under the caption equity in loss of affiliate.
In June 1999, Arch, Benbow and Benbow's controlling stockholder, agreed that:
o the shareholders agreement, the management agreement and the employment
agreement governing the establishment and operation of Benbow would be
terminated;
o Benbow would not make any further Federal Communications Commission
payments and would not pursue construction of a narrowband PCS system;
o Arch would not be obligated to fund Federal Communications Commission
payments or construction of a narrowband PCS system by Benbow;
o the parties would seek Federal Communications Commission approval of the
forgiveness of Benbow's remaining payment obligations and the transfer of
the controlling stockholder's equity interest in Benbow to Arch;
o the closing of the transaction would occur on the earlier of January 23,
2001 or receipt of Federal Communications Commission approval;
o Arch would pay the controlling stockholder, in installments, an aggregate
amount of $3.5 million if the transaction closes before January 23, 2001
or $3.8 million if the transaction closes on January 23, 2001.
As a result of these arrangements, Benbow does not have any meaningful
business operations and is unlikely to retain its narrowband PCS licenses.
Therefore, Arch wrote off substantially all of its investment in Benbow in the
amount of $8.2 million in June 1999. Arch accrued the payment to the controlling
stockholder of $3.8 million and legal and other expenses of approximately $1.0
million, which are included in accrued expenses. In addition, Arch guaranteed
Benbow's obligations in conjunction with Benbow's June 1998 purchase of the
stock of PageCall. Since Benbow was unable to meet these obligations and Arch
was required to settle the obligation in its stock, Arch recorded the issuance
of $22.8 million of its common stock in additional paid-in capital and as a
charge to operations in June 1999, to satisfy the obligation. In April 2000,
Arch issued the stock to the shareholders of PageCall.
On November 8, 1994, CONXUS Communications, Inc. was successful in acquiring
the rights to an interactive messaging license in five designated regions in the
United States from the Federal Communications Commission narrowband wireless
spectrum auction. On May 18, 1999, CONXUS filed for Chapter 11 protection in the
U.S. Bankruptcy Court in Delaware, which case was converted to a case under
Chapter 7 on August 17, 1999. In June 1999, Arch wrote-off its $6.5 million
investment in CONXUS. On November 3, 1999, in order to document its disposition
of any interest it has, if any, in CONXUS, Arch offered to transfer to CONXUS
its shares in CONXUS for no consideration. The Chapter 7 trustee accepted this
offer on December 9, 1999.
All of the above charges, totaling $42.3 million, are included in other
expense in 1999 in the accompanying statement of operations.
4. Long-term Debt
Long-term debt consisted of the following (in thousands):
December 31,
------------------------------------------------------
1999 2000
---- ----
Carrying Value Fair Value Carrying Value Fair Value
-------------- ---------- -------------- ----------
Senior Bank Debt....................................... $ 438,940 $ 438,940 $ 1,135,113 $ 1,070,757
Canadian Bank Debt..................................... -- -- 63,355 63,355
10 7/8% Senior Discount Notes due 2008................. 393,917 173,323 160,272 40,068
9 1/2% Senior Notes due 2004........................... 125,000 95,000 125,000 85,000
14% Senior Notes due 2004.............................. 100,000 83,000 100,000 75,000
12 3/4% Senior Notes due 2007.......................... 127,887 101,030 128,168 46,140
13 3/4% Senior Notes due 2008.......................... 140,365 113,685 141,167 50,820
Other.................................................. 4,459 1,812 3,485 2,539
------------ ------------
1,330,568 1,856,560
Less--Current maturities............................... 8,060 177,341
------------ ------------
Long-term debt......................................... $ 1,322,508 $ 1,679,219
============ ============
F-11
Arch's debt financing primarily consists of senior bank debt and fixed rate
senior notes. Arch's senior bank debt trades on a limited basis, therefore the
fair value at December 31, 2000 was determined with reference to market quotes.
Arch considers the fair value of the Canadian bank debt to be equal to the
carrying value since the related facilities bear a current market rate of
interest. Arch's fixed rate senior notes are traded publicly. The fair values of
the fixed rate senior notes were based on current market quotes as of December
31, 1999 and 2000.
Senior Bank Debt--The Company, through its operating subsidiary, Arch
Wireless Holdings, Inc. (AWHI) has a senior credit facility in the current
amount of $1,298.8 million consisting of (i) a $157.5 million tranche A reducing
revolving facility, (ii) a $95.0 million tranche B term loan, (iii) a $746.4
million tranche B-1 term loan which is recorded net of $159.7 million discount
at December 31, 2000, and (iv) a $299.9 million tranche C term loan.
The tranche A facility began reducing on a quarterly basis on September 30,
2000 and will mature on June 30, 2005. The tranche B term loan began amortizing
in quarterly installments on September 30, 2000, with an ultimate maturity date
of June 30, 2005. The tranche B-1 term loan will be amortized in quarterly
installments commencing March 31, 2001, with an ultimate maturity date of June
30, 2006. The tranche C term loan began amortizing in annual installments on
December 31, 1999, with an ultimate maturity date of June 30, 2006. In addition
to these scheduled reductions and repayments, AWHI is required to repay $110
million of senior bank debt no later than November 10, 2001, with such amount
being applied on a pro rata basis to the tranche B, tranche B-1 and tranche C
term loans.
AWHI's obligations under the senior credit facility are secured by its pledge
of its interests in certain of its operating subsidiaries. The senior credit
facility is guaranteed by Arch and certain of Arch's operating subsidiaries.
Arch's guarantee is secured by a pledge of Arch's stock and notes in its
wholly-owned subsidiary Arch Wireless Communications, Inc. (AWCI), and the
guarantees of the operating subsidiaries are secured by a security interest in
certain assets of those operating subsidiaries.
Borrowings under the senior credit facility bear interest based on a
reference rate equal to either the agent bank's alternate base rate or LIBOR, in
each case plus a margin (3.375% on tranche A, tranche B and tranche B-1 and
6.875% on tranche C at December 31, 2000) based on specified ratios of debt to
annualized earnings before interest, income taxes, depreciation and
amortization.
The senior credit facility requires payment of fees on the daily average
amount available to be borrowed under the tranche A facility. These fees vary
depending on specified ratios of total debt to annualized earnings before
interest, income taxes, depreciation and amortization.
The senior credit facility requires that at least 50% of total AWCI debt,
including outstanding borrowings under the senior credit facility, be subject to
a fixed interest rate or interest rate protection agreements. Entering into
interest rate protection agreements involves both the credit risk of dealing
with counterparties and their ability to meet the terms of the contracts and
interest rate risk. In the event of nonperformance by the counterparty to these
interest rate protection agreements, Arch would be subject to the prevailing
interest rates specified in the senior credit facility.
Arch had off-balance-sheet interest rate protection agreements consisting of
an interest rate cap with a notional amount of $10.0 million, at December 31,
1999 and interest rate swaps with an aggregate notional amount of $400.0 million
at December 31, 2000. The cost to terminate the outstanding interest rate cap
and interest rate swaps at December 31, 1999 and 2000 would have been $4.5
million and $9.1 million, respectively.
Under the interest rate swap agreements, the Company will pay the difference
between LIBOR and the fixed swap rate if the swap rate exceeds LIBOR, and the
Company will receive the difference between LIBOR and the fixed swap rate if
LIBOR exceeds the swap rate. Settlement occurs on the quarterly reset dates
specified by the terms of the contracts. No interest rate swaps on the senior
credit facility were outstanding at December 31, 1999. At December 31, 2000, the
Company had a net payable of $501 thousand, on the interest rate swaps.
The senior credit facility contains restrictions that limit, among other
things, Arch's operating subsidiaries' ability to:
o declare dividends or redeem or repurchase capital stock;
o prepay, redeem or purchase debt;
o incur liens and engage in sale/leaseback transactions;
o make loans and investments;
o incur indebtedness and contingent obligations;
F-12
o amend or otherwise alter debt instruments and other material agreements;
o engage in mergers, consolidations, acquisitions and asset sales;
o alter its lines of business or accounting methods.
In addition, the senior credit facility requires Arch and its subsidiaries to
meet certain financial covenants, including ratios of earnings before interest,
income taxes, depreciation and amortization to fixed charges, earnings before
interest, income taxes, depreciation and amortization to debt service, earnings
before interest, income taxes, depreciation and amortization to interest service
and total indebtedness to earnings before interest, income taxes, depreciation
and amortization. As of December 31, 2000, Arch and its operating subsidiaries
were in compliance with the covenants of the senior credit facility.
As of December 31, 2000, $1,294.8 million was outstanding and $4.0 million
was available under the senior credit facility. At December 31, 2000, such
advances bore interest at an average annual rate of 9.73%.
Canadian Bank Debt--The Company, through its Canadian operating subsidiary,
Paging Network Canada Holdings, Inc., has two credit agreements which provide
for total borrowings of approximately $72.8 million. As of December 31, 2000,
approximately $63.4 million of borrowings were outstanding under these credit
facilities. Additional borrowings are available under these facilities, provided
that minimum collateral requirements and certain financial conditions are met.
Maximum borrowing that may be outstanding under the credit facilities are
permanently reduced beginning on March 31, 2002, by the following amounts: 2002
- $0.7 million; 2003 - $4.0 million and 2004 - $58.7 million. Both credit
agreements expire on December 31, 2004. Borrowings under the agreements bear
interest based on the agent bank's prime rate plus a margin based on specified
ratios of debt to annualized earnings before interest, income taxes,
depreciation and amortization.
The two Canadian credit agreements are secured by $35.3 million of cash
collateral which is included in other assets and a general security interest in
all the assets of the Canadian subsidiary. Any liabilities of the Canadian
subsidiary, including borrowings under its two credit agreements, have no
recourse to Arch or any of its other assets.
Senior Notes--Interest on Arch's 107/8% senior discount notes due 2008 does
not accrue prior to March 15, 2001. Commencing September 15, 2001, interest on
the senior discount notes is payable semi-annually at an annual rate of 107/8%.
The maturity value of the senior discount notes outstanding at December 31, 2000
was $164.2 million.
Interest on AWCI's 13 3/4% senior notes due 2008, 12 3/4% senior notes due
2007, 14% senior notes due 2004 and 9 1/2% senior notes due 2004 (collectively,
the "Senior Notes") is payable semiannually. The senior discount notes and
Senior Notes contain certain restrictive and financial covenants, which, among
other things, limit the ability of Arch or AWCI to:
o incur additional indebtedness;
o pay dividends;
o grant liens on its assets;
o sell assets;
o enter into transactions with related parties;
o merge, consolidate or transfer substantially all of its assets;
o redeem capital stock or subordinated debt;
o make certain investments.
The Senior Notes are generally unsecured, however, the 9 1/2% Notes and 14%
Notes are secured on a pari passu basis with the lenders under the senior credit
facility in the assets of certain subsidiaries of AWHI.
During 1998, AWCI entered into interest rate swap agreements in connection
with the AWCI 14% notes. Under the interest rate swap agreements, Arch
effectively reduced the interest rate on the AWCI 14% notes from 14% to the
fixed swap rate of 9.45%. As of December 31, 1999, one of these interest rate
swap agreements remained outstanding with a notional amount of $107 million. In
December 2000, the Company restructured the $107 million interest rate swap.
Under the terms of the restructured interest rate swap between AWHI and the
counterparty, the notional amount was increased to $350 million and the fixed
swap rate was reduced to 7.1% (see Senior Bank Debt). In the event of
nonperformance by the counterparty to these interest rate protection agreements,
Arch would be subject to the 14% interest rate specified on the notes. As of
December 31, 2000, Arch had received $5.2 million in excess of the amounts paid
under the swap agreements, which is included in other long-term liabilities in
the accompanying balance sheet.
F-13
Convertible Subordinated Debentures--At December 31, 2000, $946,000 of Arch
convertible subordinated debentures were outstanding and included in long-term
debt. The debentures are convertible at their principal amount into shares of
Arch common stock at any time prior to redemption or maturity at an initial
conversion price of $50.25 per share, subject to adjustment, and bear interest
at a rate of 6 3/4% per annum, payable semiannually on June 1 and December 1.
Debt Exchanged for Equity--In October 1999, Arch completed transactions with
four bondholders in which Arch issued an aggregate of 3,136,665 shares of Arch
common stock and warrants to purchase 540,487 shares of Arch common stock for
$9.03 per share in exchange for $25.2 million accreted value of debt securities.
Under two of the exchange agreements, Arch issued 809,545 shares of Arch common
stock and warrants to purchase 540,487 shares of Arch common stock for $9.03 per
share in exchange for $8.9 million principal amount of Arch convertible
debentures. Arch recorded $2.9 million of non-cash interest expense in
conjunction with these transactions. Under the remaining exchange agreements,
Arch issued 2,327,120 shares of Arch common stock in exchange for $16.3 million
accreted value ($19.0 million maturity value) of its senior discount notes. Arch
recorded an extraordinary gain of $7.0 million on the early extinguishment of
debt as a result of these transactions.
In 2000, Arch issued 285,973 shares of Arch common stock in exchange for $3.5
million principal amount of Arch convertible debentures. Arch also issued
12,182,659 shares of Arch common stock in exchange for $165.3 million accreted
value ($184.2 million maturity value) of its senior discount notes. Arch
recorded an extraordinary gain of $14.2 million on the early extinguishment of
debt as a result of these transactions.
On May 10, 2000, Arch announced it had completed an agreement with Resurgence
Asset Management L.L.C. for the exchange of $91.1 million accreted value ($100.0
million maturity value) of senior discount notes held by various Resurgence
entities for 1,000,000 shares of a new class of Arch's preferred stock called
Series D preferred stock. The Series D preferred stock was converted into an
aggregate of 6,613,180 shares of common stock upon completion of Arch's merger
with PageNet.
Arch recorded an extraordinary gain of $44.4 million on the early
extinguishment of debt as a result of this transaction based on the difference
between the carrying value of the exchanged debt, including deferred financing
fees, and the fair value of the preferred stock issued. Arch recorded $4.2
million of accretion on this preferred stock prior to its conversion to common
stock on November 10, 2000.
Maturities of Debt--Scheduled long-term debt maturities at December 31, 2000
are as follows (in thousands):
Year Ending December 31,
------------------------
2001............................................................................................ $ 177,341
2002............................................................................................ 154,433
2003............................................................................................ 196,174
2004............................................................................................ 495,784
2005............................................................................................ 201,867
Thereafter...................................................................................... 790,678
-------------
2,016,277
Less--Discount on assumed bank debt.............................................................. 159,717
-------------
$ 1,856,560
=============
In February 2001, Arch used a portion of the proceeds received in the Nextel
transaction (see Note 12) to voluntarily prepay $175.2 million of amortization
scheduled to occur under its senior credit facility during 2001. Following this
transaction, amounts outstanding under the senior credit facility totaled
$1,119.6 million and consisted of (i) a $122.5 million tranche A reducing
revolving facility, (ii) a $64.1 million tranche B term loan, (iii) a $662.7
million tranche B-1 term loan, and (iv) a 270.3 million tranche C term loan.
Mandatory reductions of the tranche A facility and amortization of the tranche
B, tranche B-1 and tranche C term loans will commence on March 31, 2002 in
accordance with the terms of the senior credit facility.
F-14
5. Redeemable Preferred Stock and Stockholders' Equity
Redeemable Series C Cumulative Convertible Preferred Stock--On June 29, 1998,
two partnerships managed by Sandler Capital Management Company, Inc., an
investment management firm, together with certain other private investors, made
an equity investment in Arch of $25.0 million in the form of Series C
Convertible Preferred Stock of Arch. The Series C Preferred Stock: (i) is
convertible into Arch common stock at a conversion price of $16.38 per share,
subject to certain adjustments; (ii) bears dividends at an annual rate of 8.0%,
(A) payable quarterly in cash or, at Arch's option, through the issuance of
shares of Arch common stock valued at 95% of the then prevailing market price or
(B) if not paid quarterly, accumulating and payable upon redemption or
conversion of the Series C Preferred Stock or liquidation of Arch; (iii) permits
the holders after seven years to require Arch, at Arch's option, to redeem the
Series C Preferred Stock for cash or convert such shares into Arch common stock
valued at 95% of the then prevailing market price of Arch common stock, so long
as the common stock remains listed on a national securities exchange; (iv) is
subject to redemption for cash or conversion into Arch common stock at Arch's
option in certain circumstances; (v) in the event of a "Change of Control" as
defined in the indenture governing the senior discount notes, requires Arch, at
its option, to redeem the Series C Preferred Stock for cash or convert such
shares into Arch common stock valued at 95% of the then prevailing market price
of Arch common stock, with such cash redemption or conversion being at a price
equal to 105% of the sum of the original purchase price plus accumulated
dividends; (vi) limits certain mergers or asset sales by Arch; (vii) so long as
at least 50% of the Series C Preferred Stock remains outstanding, limits the
incurrence of indebtedness and "restricted payments" in the same manner as
contained in the senior discount notes indenture; and (viii) has certain voting
and preemptive rights. Upon an event of redemption or conversion, Arch currently
intends to convert such Series C Preferred Stock into shares of Arch common
stock.
Class B Common Stock--Shares of Arch Class B common stock are identical in
all respects to shares of Arch common stock, except that a holder of Class B
common stock is not entitled to vote in the election of directors and is
entitled to 1/100th vote per share on all other matters voted on by Arch
stockholders. Shares of class B common stock will automatically convert into an
identical number of shares of common stock upon transfer of Class B common
shares to any person or entity, other than any person or entity that received
shares of Class B common stock in the initial distribution of those shares or
any affiliate of such person or entity. During 1999 and 2000, 1,392,097 and
1,976,219 shares of Class B common stock were converted to common stock.
Warrants--In connection with the acquisition of MobileMedia and certain debt
for equity exchanges previously discussed, Arch issued approximately 50.0
million warrants to purchase Arch common stock. Each warrant represents the
right to purchase one-third of one share of Arch common stock at an exercise
price of $3.01 ($9.03 per share). The warrants expire on September 1, 2001.
Stock Options--Arch has stock option plans, which provide for the grant of
incentive and nonqualified stock options to key employees, directors and
consultants to purchase Arch common stock. Incentive stock options are granted
at exercise prices not less than the fair market value on the date of grant.
Options generally vest over a five-year period from the date of grant. However,
in certain circumstances, options may be immediately exercisable in full.
Options generally have a duration of 10 years. The plans provide for the
granting of options to purchase a total of 9,131,865 shares of common stock.
As a result of the PageNet merger, each outstanding option to purchase
PageNet common stock became fully exercisable and vested and was converted into
an option to purchase the same number of shares of Arch common stock that the
holder of the option would have received in the merger if the holder had
exercised the option immediately prior to the merger.
On December 16, 1997, the Compensation Committee of the board of directors of
Arch authorized the Company to offer an election to its employees who had
outstanding options at a price greater than $15.19 to cancel such options and
accept new options at a lower price. In January 1998, as a result of this
election by certain of its employees, the Company canceled 361,072 options with
exercise prices ranging from $17.82 to $61.88 and granted the same number of new
options with an exercise price of $15.19 per share, the fair market value of the
stock on December 16, 1997.
F-15
The following table summarizes the activity under Arch's stock option plans
for the periods presented:
Weighted
Number Average
of Exercise
Options Price
----------- ---------
Options outstanding at December 31, 1997................................................ 453,643 $ 29.22
Granted.............................................................................. 656,096 14.27
Exercised............................................................................ (31,344) 9.38
Terminated........................................................................... (429,627) 28.54
----------- ---------
Options outstanding at December 31, 1998................................................ 648,768 15.51
Granted.............................................................................. 1,295,666 7.80
Exercised............................................................................ -- --
Terminated........................................................................... (109,672) 13.89
----------- ---------
Options outstanding at December 31, 1999................................................ 1,834,762 10.16
Granted.............................................................................. 6,147,950 4.07
Assumed in merger.................................................................... 410,183 161.63
Exercised............................................................................ -- --
Terminated........................................................................... (445,903) 17.46
----------- ---------
Options outstanding at December 31, 2000................................................ 7,946,992 12.86
=========== =========
Options exercisable at December 31, 2000................................................ 976,576 $ 70.83
=========== =========
The following table summarizes the options outstanding and options
exercisable by price range at December 31, 2000:
Weighted
Average Weighted Weighted
Remaining Average Average
Options Contractual Exercise Options Exercise
Range of Exercise Prices Outstanding Life Price Exercisable Price
------------------------ ----------- ---- ----- ----------- -----
$ 0.97--$ 0.97.............. 2,393,000 9.95 $ 0.97 -- $ --
2.47-- 6.06.............. 3,561,050 9.36 6.05 38,000 4.70
6.09-- 15.19.............. 1,576,026 8.03 9.71 524,049 11.44
17.12-- 127.70.............. 165,814 7.95 59.87 163,425 60.46
127.70-- 322.18.............. 251,102 6.65 211.55 251,102 211.55
------- ------- ------------ ---- ------- ---------- -------
$ 0.97--$322.18.............. 7,946,992 9.16 $ 12.86 976,576 $ 70.83
======= ======= ============ ==== ======= ========== =======
Employee Stock Purchase Plans--The Company's employee stock purchase plans
allow eligible employees the right to purchase common stock, through payroll
deductions not exceeding 10% of their compensation, at the lower of 85% of the
market price at the beginning or the end of each six-month offering period.
During 1998, 1999 and 2000, 85,996, 34,217 and 459,133 shares were issued at an
average price per share of $6.39, $5.60 and $1.25, respectively. At December 31,
2000, 6,650 shares are available for future issuance.
Accounting for Stock-Based Compensation--Arch accounts for its stock option
and stock purchase plans under APB Opinion No. 25 "Accounting for Stock Issued
to Employees". Since all options have been issued at a grant price equal to fair
market value, no compensation cost has been recognized in the statements of
operations. Had compensation cost for these plans been determined consistent
with SFAS No. 123, "Accounting for Stock-Based Compensation", Arch's net income
(loss) and income (loss) per share would have been increased to the following
pro forma amounts:
Years Ended December 31,
1998 1999 2000
---- ---- ----
(in thousands, except per share amounts)
Net income (loss): As reported................ $(206,051) $(285,586) $(309,780)
Pro forma.................. (208,065) (288,070) (315,234)
Basic net income (loss) per common share: As reported................ (29.59) (9.10) (4.10)
Pro forma.................. (29.88) (9.18) (4.17)
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model. In computing these pro forma amounts,
Arch has assumed risk-free interest rates of 4.5% - 6%, an expected life of 5
years, an expected dividend yield of zero and an expected volatility of 50% -
93%.
F-16
The weighted average fair values (computed consistent with SFAS No. 123) of
options granted under all plans in 1998, 1999 and 2000 were $8.34, $5.56 and
$3.01, respectively. The weighted average fair value of shares sold under the
employee stock purchase plans in 1998, 1999 and 2000 was $5.64, $3.13 and $2.72,
respectively.
Deferred Compensation Plan for Nonemployee Directors--Under the deferred
compensation plan for nonemployee directors, outside directors may elect to
defer, for a specified period of time, receipt of some or all of the annual and
meeting fees which would otherwise be payable for service as a director. A
portion of the deferred compensation may be converted into phantom stock units,
at the election of the director. The number of phantom stock units granted
equals the amount of compensation to be deferred as phantom stock divided by the
fair value of Arch common stock on the date the compensation would have
otherwise been paid. At the end of the deferral period, the phantom stock units
will be converted to cash based on the fair market value of Arch common stock on
the date of distribution. Deferred compensation is expensed when earned. Changes
in the value of the phantom stock units are recorded as income/expense based on
the fair market value of Arch common stock.
Stockholders Rights Plan--In October 1995, Arch's board of directors adopted
a stockholders rights plan and declared a dividend of one preferred stock
purchase right for each outstanding share of common stock to stockholders of
record at the close of business on October 25, 1995. Each Right entitles the
registered holder to purchase from Arch one one-thousandth of a share of Series
B Junior Participating Preferred Stock, at a cash purchase price of $150,
subject to adjustment. Pursuant to the Plan, the Rights automatically attach to
and trade together with each share of common stock. The Rights will not be
exercisable or transferable separately from the shares of common stock to which
they are attached until the occurrence of certain events. The Rights will expire
on October 25, 2005, unless earlier redeemed or exchanged by Arch in accordance
with the Plan.
6. Income Taxes
Arch accounts for income taxes under the provisions of SFAS No. 109
"Accounting for Income Taxes". Deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax bases
of assets and liabilities, given the provisions of enacted laws.
The components of the net deferred tax asset (liability) recognized in the
accompanying consolidated balance sheets at December 31, 1999 and 2000 are as
follows (in thousands):
1999 2000
---- ----
Deferred tax assets....................................................................... $ 312,527 $ 275,211
Deferred tax liabilities.................................................................. (41,617) (132,884)
--------- ---------
270,910 142,327
Valuation allowance....................................................................... (270,910) (264,321)
--------- ---------
$ -- $(121,994)
========= =========
The approximate effect of each type of temporary difference and carryforward
at December 31, 1999 and 2000 is summarized as follows (in thousands):
1999 2000
---- ----
Net operating losses...................................................................... $ 174,588 $ 231,795
Intangibles and other assets.............................................................. 36,029 (45,902)
Depreciation of property and equipment.................................................... 42,703 (53,405)
Accruals and reserves..................................................................... 17,590 9,839
--------- ---------
270,910 142,327
Valuation allowance....................................................................... (270,910) (264,321)
--------- ---------
$ -- $(121,994)
========= =========
The effective income tax rate differs from the statutory federal tax rate
primarily due to the nondeductibility of goodwill amortization and the inability
to recognize the benefit of current net operating loss (NOL) carryforwards. The
NOL carryforwards expire at various dates through 2015. The Internal Revenue
Code contains provisions that may limit the NOL carryforwards available to be
used in any given year if certain events occur, including significant changes in
ownership, as defined. The Company has experienced such changes in ownership and
as a result the utilization of net operation losses in any one year are
significantly limited for income tax purposes.
F-17
The Company has established a valuation reserve against its net deferred tax
asset until it becomes more likely than not that this asset will be realized in
the foreseeable future. A portion of the valuation allowance at December 31,
2000, will be recorded against goodwill when and if realized.
7. Commitments and Contingencies
Arch, from time to time is involved in lawsuits arising in the normal course
of business. Arch believes that its pending lawsuits will not have a material
adverse effect on its financial position or results of operations.
Arch has operating leases for office and transmitting sites with lease terms
ranging from one month to approximately fifty years. In most cases, Arch expects
that, in the normal course of business, leases will be renewed or replaced by
other leases.
Future minimum lease payments under noncancellable operating leases at
December 31, 2000 are as follows (in thousands):
Year Ending December 31,
2001............................................................................................ $ 83,477
2002............................................................................................ 65,831
2003............................................................................................ 50,497
2004............................................................................................ 36,726
2005............................................................................................ 27,618
Thereafter...................................................................................... 124,472
-----------
Total....................................................................................... $ 388,621
===========
Total rent expense under operating leases for the years ended December 31,
1998, 1999 and 2000 approximated $19.6 million, $48.3 million and $81.2 million,
respectively.
8. Employee Benefit Plans
Retirement Savings Plans--Arch has retirement savings plans, qualifying under
Section 401(k) of the Internal Revenue Code covering eligible employees, as
defined. Under the plans, a participant may elect to defer receipt of a stated
percentage of the compensation which would otherwise be payable to the
participant for any plan year (the deferred amount) provided, however, that the
deferred amount shall not exceed the maximum amount permitted under Section
401(k) of the Internal Revenue Code. The plans provide for employer matching
contributions. Matching contributions for the years ended December 31, 1998,
1999 and 2000 approximated $278,000, $960,000 and $1.2 million, respectively.
9. Long-term Liabilities
During 1998 and 1999, Arch sold communications towers, real estate, site
management contracts and/or leasehold interests involving 133 sites in 22 states
and leased space on the towers on which it currently operates communications
equipment to service its own messaging network. Net proceeds from the sales were
approximately $33.4 million, Arch used the net proceeds to repay indebtedness
under its credit facility.
Arch entered into options to repurchase each site and until this continuing
involvement ends the gain on the sale of the tower sites is deferred and
included in other long-term liabilities. At December 31, 2000, approximately
$20.2 million of the gain is deferred and approximately $1.9 million, $1.9
million and $2.0 million of this gain has been recognized in the statement of
operations and is included in operating income for each of the years ended
December 31, 1998, 1999 and 2000, respectively.
Also included in other long-term liabilities is an unfavorable lease accrual
related to MobileMedia's rentals on communications towers which were in excess
of market rental rates (see Note 2). At December 31, 2000, the remaining balance
of this accrual was approximately $49.1 million. This accrual is being amortized
over the term of the leases with approximately 12 3/4 years remaining at
December 31, 2000.
F-18
10. Restructuring Reserves
Divisional reorganization--In June 1998, Arch's board of directors approved a
reorganization of Arch's operations. This reorganization consisted of the
consolidation of certain regional administrative support functions, such as
customer service, collections, inventory and billing, to reduce redundancy and
take advantage of various operating efficiencies. Arch recognized a
restructuring charge of $14.7 million in 1998 related to the divisional
reorganization.
In conjunction with the completion of the MobileMedia merger in June 1999,
the timing and implementation of the divisional reorganization was reviewed by
Arch management in the context of the combined company integration plan.
Pursuant to this review, the Company identified certain of its facilities and
network leases that would not be utilized following the MobileMedia integration,
resulting in an additional charge of $2.6 million. This charge was offset by
$4.8 million of reductions to previously provided severance and other costs in
conjunction with the divisional reorganization.
During the third quarter of 1999, Arch's board of directors approved an
integration plan to eliminate redundant headcount, facilities and tower sites of
MobileMedia in connection with the completion of the MobileMedia acquisition.
The plan anticipated a net reduction of approximately 10% of MobileMedia's
workforce and the closing of certain facilities and tower sites, which resulted
in the establishment a $14.5 million acquisition reserve which was included in
the MobileMedia purchase price allocation. The initial acquisition reserve
consisted of approximately (i) $6.1 million for employee severance, (ii) $7.9
million for lease obligations and terminations and (iii) $0.5 million of other
costs.
During 2000, Arch completed the actions under the divisional reorganization
and the MobileMedia integration plans. Arch reevaluated the reserves and
determined that each of the reserve balances were adequate to cover the
remaining cash payments which consist primarily of lease costs.
On November 10, 2000, Arch completed its acquisition of PageNet and
management commenced the development of plans to integrate its operations. In
conjunction with the integration plans, the Company has identified redundant
headcount and certain of its facilities that would not be utilized following the
PageNet integration resulting in an additional charge of $5.4 million.
The provision for lease obligations and terminations relates primarily to
future lease commitments on local, regional and divisional office facilities
that will be closed as part of this reorganization. The charge represents future
lease obligations on such leases past the dates the offices will be closed, or
for certain leases, the cost of terminating the leases prior to their scheduled
expiration. Cash payments on the leases and lease terminations will occur over
the remaining lease terms, the majority of which expire prior to 2003.
Through the elimination of certain local and regional administrative
operations, the consolidation of certain support functions and the integration
of MobileMedia and PageNet operations, the Company will eliminate approximately
1,100 net positions formerly held by Arch and MobileMedia personnel. The
majority of the positions, which have been or will be eliminated are related to
management, administrative, customer service, collections, inventory and billing
functions. As of December 31, 1999 and 2000, 588 and 951 employees,
respectively, had been terminated due to the divisional reorganization and the
MobileMedia and PageNet integrations. The remaining severance and benefits costs
will be paid during 2001.
The Company's restructuring activity as of December 31, 2000 is as follows
(in thousands):
Balance at PageNet-
December 31, Related Amounts Remaining
1999 Provision Paid Reserve
---- --------- ---- -------
Severance costs........................................... $ 3,708 $ 1,725 $ 2,476 $ 2,957
Lease obligation costs.................................... 13,026 3,700 5,950 10,776
Other costs............................................... 377 -- 215 162
-------- -------- -------- --------
Total..................................................... $ 17,111 $ 5,425 $ 8,641 $ 13,895
======== ======== ======== ========
PageNet Acquisition Reserve--On November 10, 2000, Arch completed its
acquisition of PageNet and commenced the development of plans to integrate its
operations. During the fourth quarter of 2000, Arch identified redundant PageNet
headcount and facilities in connection with the overall integration of
operations. It is expected that the integration activity relating to the PageNet
merger, will be completed by December 31, 2001.
F-19
In connection with the PageNet acquisition, Arch anticipates a net reduction
of approximately 50% of PageNet's workforce and the closing of certain
facilities and tower sites. This resulted in the establishment a $76 million
acquisition reserve which is included as part of the PageNet purchase price
allocation. The initial acquisition reserve consisted of approximately (i) $66.1
million for employee severance, (ii) $9.4 million for lease obligations and
terminations and (iii) $0.5 million of other costs.
The provision for lease obligations and terminations relates primarily to
future lease commitments on local, regional and divisional office facilities
that will be closed as part of this reorganization. The charge represents future
lease obligations on such leases past the dates the offices will be closed, or
for certain leases, the cost of terminating the leases prior to their scheduled
expiration. Cash payments on the leases and lease terminations will occur over
the remaining lease terms, the majority of which expire prior to 2005.
Through the elimination of redundant management, administrative, customer
service, collections, finance and inventory functions, the Company will
eliminate approximately 2,000 positions. As of December 31, 2000, 302 former
PageNet employees had been terminated.
The PageNet acquisition reserve activity as of December 31, 2000 was as
follows (in thousands):
Reserve
Initially Remaining
Established Amounts Paid Reserve
----------- ------------ -------
Severance costs........................................................ $ 66,100 $ 29,333 $ 36,767
Lease obligation costs................................................. 9,400 136 9,264
Other costs............................................................ 500 -- 500
-------- -------- --------
Total.................................................................. $ 76,000 $ 29,469 $ 46,531
======== ======== ========
11. Segment Reporting
The Company has determined that it has three reportable segments; traditional
paging operations, two-way messaging operations and international operations.
Management makes operating decisions and assesses individual performances based
on the performance of these segments. The traditional paging operations consist
of the provision of paging and other one-way wireless messaging services to
Arch's U.S. customers. Two-way messaging operations consist of the provision of
two-way wireless messaging services to Arch's U.S. customers. International
operations consist of the operations of the Company's Canadian subsidiary.
Each of these segments incur, and are charged, direct costs associated with
their separate operations. Common costs shared by the traditional paging and
two-way messaging operations are allocated based on the estimated utilization of
resources using various factors that attempt to mirror the true economic cost of
operating each segment.
The Company did not begin to market and sell its two-way messaging products
on a commercial scale until August 2000. The Company's Canadian subsidiary was
acquired in November 2000 in the PageNet acquisition. Prior to 2000,
substantially all of the Company's operations were traditional paging
operations. The following table presents segment financial information related
to the Company's segments as of and for the year ended December 31, 2000 (in
thousands):
Traditional Two-way Messaging International
Paging Operations Operations Operations Consolidated
----------------- ---------- ---------- ------------
Revenues................................... $ 838,425 $ 9,383 $ 3,274 $ 851,082
Depreciation and amortization expense...... 488,048 9,459 3,324 500,831
Operating income (loss).................... (216,591) (25,709) (2,837) (245,137)
Adjusted EBITDA(1)......................... 276,882 (16,250) 487 261,119
Total assets............................... 1,981,156 265,137 63,316 2,309,609
Capital expenditures....................... 111,047 28,115 1,123 140,285
(1) Adjusted earnings before interest, income taxes, depreciation and
amortization, as determined by Arch, does not reflect interest, income taxes,
depreciation and amortization, restructuring charges, equity in loss of
affiliate and extraordinary items; consequently adjusted earnings before
interest, income taxes, depreciation and amortization may not necessarily be
comparable to similarly titled data of other wireless messaging companies.
Earnings before interest, income taxes, depreciation and amortization should
F-20
not be construed as an alternative to operating income or cash flows from
operating activities as determined in accordance with generally accepted
accounting principles or as a measure of liquidity. Amounts reflected as
earnings before interest, income taxes, depreciation and amortization or
adjusted earnings before interest, income taxes, depreciation and
amortization are not necessarily available for discretionary use as a result
of restrictions imposed by the terms of existing indebtedness or limitations
imposed by applicable law upon the payment of dividends or distributions
among other things.
12. Subsequent Events
Nextel Agreement--In January 2001, Arch agreed to sell its 900 MHz SMR
(Specialized Mobile Radio) licenses to Nextel Communications, Inc. Nextel will
acquire the licenses for an aggregate purchase price of $175 million, and invest
$75 million in a new equity issue, Arch Series F 12% Redeemable Cumulative
Junior Preferred Stock. In February 2001, Nextel advanced $250 million in the
form of loans to a newly created, stand-alone Arch subsidiary that will hold the
spectrum licenses until the transfers are approved. The new Arch subsidiary will
not be permitted to engage in any business other than ownership and maintenance
of the spectrum licenses and will not have any liability or obligation with
respect to any of the debt obligations of Arch and its subsidiaries. Upon
transfer of the spectrum licenses to Nextel, the loan obligations will be
satisfied and $75 million of the loans will be converted into Arch series F 12%
Redeemable Cumulative Junior Preferred Stock. Arch acquired the SMR licenses as
part of its acquisition of PageNet in November 2000. In purchase accounting the
licenses were recorded at their fair value of $175.0 million therefore no gains
or losses resulting from changes in the carrying amounts of assets to be
disposed of are included in Arch's statement of operations. No amortization has
been recorded on the licenses. Revenues and operating expenses related to the
SMR operation included in the statement of operations are immaterial.
Debt Exchanged for Equity--In the first quarter of 2001, Arch issued
8,793,350 shares of Arch common stock in exchange for $26.3 million accreted
value ($26.5 million maturity value) of its senior discount notes. Arch will
record an extraordinary gain of approximately $15.3 million on the early
extinguishment of debt as a result of these transactions.
13. Quarterly Financial Results (Unaudited)
Quarterly financial information for the years ended December 31, 1999 and
2000 is summarized below (in thousands, except per share amounts):
First Second Third Fourth
Quarter Quarter(1) Quarter Quarter
------- ---------- ------- -------
YEAR ENDED DECEMBER 31, 1999:
Revenues....................................................... $ 100,888 $ 133,493 $ 206,189 $ 201,254
Operating income (loss)........................................ (16,086) (34,546) (27,075) (20,032)
Income (loss) before extraordinary item and accounting change.. (45,763) (110,728) (67,739) (64,958)
Extraordinary gain (2)......................................... -- -- -- 6,963
Cumulative effect of accounting change......................... (3,361) -- -- --
Net income (loss).............................................. (49,124) (110,728) (67,739) (57,995)
Basic/diluted net income (loss) per common share:
Income (loss) before extraordinary item and accounting
change.................................................... (6.54) (5.65) (1.42) (1.29)
Extraordinary gain.......................................... -- -- -- 0.14
Cumulative effect of accounting change...................... (0.48) -- -- --
Net income (loss)........................................... (7.02) (5.65) (1.42) (1.15)
F-21
First Second Third Fourth
Quarter Quarter Quarter Quarter(3)
------- ------- ------- ----------
YEAR ENDED DECEMBER 31, 2000:
Revenues....................................................... $ 189,995 $ 187,852 $ 184,192 $ 289,043
Operating income (loss)........................................ (27,686) (27,945) (26,998) (162,508)
Income (loss) before extraordinary item........................ (70,192) (64,148) (63,902) (170,141)
Extraordinary gain (2)......................................... 7,615 44,436 -- 6,552
Net income (loss).............................................. (62,577) (19,712) (63,902) (163,589)
Basic/diluted net income (loss) per common share:
Income (loss) before extraordinary item..................... (1.28) (1.01) (1.00) (1.42)
Extraordinary gain.......................................... 0.14 0.68 -- 0.05
Net income (loss)........................................... (1.14) (0.33) (1.00) (1.37)
(1) On June 3, 1999 Arch completed its acquisition of MobileMedia (see Note
2). In June 1999, Arch wrote-off $42.3 million of N-PCS investments (see
Note 3).
(2) Extraordinary gains in all periods are the result of early extinguishment
of debt (see Note 4).
(3) On November 10, 2000 Arch completed its acquisition of PageNet (see Note
2). Arch changed the remaining lives certain intangible assets which
resulted in $103.5 million of additional amortization expense in the
fourth quarter of 2000 (see Note 3). On October 1, 2000 Arch revised the
estimated depreciable life of its subscriber equipment which resulted in
approximately $19.3 million of additional depreciation expense (see Note
1).
F-22
EXHIBIT INDEX
23.1* Consent of Arthur Andersen LLP.
----------------
* Filed herewith.