-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MZLse5LdUeWT+WTQ6oOJi3ebLpz6bqHbaWfFgnnhZAX+LM0wTYWvAcTKJWMuo892 QEnlTYHF/o+ZZNVLOzph7g== 0000891020-00-001092.txt : 20000517 0000891020-00-001092.hdr.sgml : 20000517 ACCESSION NUMBER: 0000891020-00-001092 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000515 ITEM INFORMATION: FILED AS OF DATE: 20000516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOICESTREAM WIRELESS CORP /DE CENTRAL INDEX KEY: 0001097609 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 911983600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-29667 FILM NUMBER: 636961 BUSINESS ADDRESS: STREET 1: 3650 131ST AVENUE SE STREET 2: SUITE 400 CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4256504600 MAIL ADDRESS: STREET 1: 3650 131ST AVENUE SE STREET 2: SUITE 400 CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: VOICESTREAM WIRELESS HOLDING CORP DATE OF NAME CHANGE: 19991025 8-K/A 1 AMENDMENT NO.1 TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 15, 2000 ------------------------------- VOICESTREAM WIRELESS CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Washington 000-25441 91-1956183 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 3650 131st Avenue S.E. Bellevue, Washington 98006 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (425) 653-4600 ----------------------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits The following financial statements required by Item 7 with respect to VoiceStream Wireless Corporation's acquisition of Aerial Communications, Inc. through the merger of a subsidiary of VoiceStream with and into Aerial, are filed as part of this report: (a) Financial statements of businesses required. Page Consolidated statements of operations .................. 2 Consolidated statements of cash flows .................. 3 Consolidated balance sheets ............................ 4 Notes to Consolidated Financial Statements ............. 5 3 AERIAL COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended March 31, ------------------------- 2000 1999 --------- --------- (Dollars in thousands, except per share amounts) OPERATING REVENUES Service $ 61,925 $ 44,098 Equipment sales 5,604 6,443 --------- --------- Total Operating Revenues 67,529 50,541 OPERATING EXPENSES System operations 22,613 20,353 Marketing and selling 25,305 20,077 Customer service 10,752 9,851 Cost of equipment sold 18,732 12,402 General and administrative 18,026 15,921 Depreciation 24,196 19,882 Amortization of intangibles 1,848 1,889 --------- --------- Total Operating Expenses 121,472 100,375 --------- --------- OPERATING (LOSS) (53,943) (49,834) INVESTMENT AND OTHER INCOME Minority share of loss (income) 11,655 (8,043) Other income (expense), net 3,901 (636) --------- --------- Total Investment and Other Income 15,556 (8,679) --------- --------- (LOSS) BEFORE INTEREST AND INCOME TAXES (38,387) (58,513) INTEREST EXPENSE Interest expense-affiliate 4,122 17,036 Interest expense-other 6,330 5,008 --------- --------- Total Interest Expense 10,452 22,044 --------- --------- (LOSS) BEFORE INCOME TAXES (48,839) (80,557) Income tax expense (benefit) 606 (113,934) --------- --------- NET (LOSS) INCOME $ (49,445) $ 33,377 ========= ========= WEIGHTED AVERAGE COMMON AND SERIES A COMMON SHARES (000s) 95,504 71,804 (LOSS) INCOME PER COMMON AND SERIES A COMMON SHARE (Basic and Diluted) $ (0.52) $ 0.46 ========= =========
The accompanying notes to consolidated financial statements are an integral part of these statements. 4 AERIAL COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months ended March 31, ------------------------- 2000 1999 --------- --------- (Dollars in Thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net (Loss) Income $ (49,445) $ 33,377 Add (Deduct) adjustments to reconcile net (loss) income to net cash (used) provided by operating activities Depreciation and amortization 26,044 21,771 Noncash interest expense 4,826 4,440 Change in deferred taxes 606 566 Equity (income) loss on investments (99) 100 Minority share of operating (loss) income (11,655) 8,043 Loss on sale of property and equipment 298 6 Change in accounts receivable-customer (1,505) (1,494) Change in inventory (1,462) (1,530) Change in accounts payable-affiliates 2,999 43 Change in accounts payable-trade (2,355) (16,227) Change in accrued interest-affiliate 3,149 2,067 Change in other assets and liabilities (4,719) 1,557 --------- --------- (33,318) 52,719 --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Borrowings under the Revolving Credit Agreement-TDS 52,000 66,853 Repayments of borrowings under the Revolving Credit Agreement-TDS -- (114,500) Issuance of common stock (4,445) 739 --------- --------- 47,555 (46,908) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (9,773) (5,253) Change in temporary cash and other investments (3,355) (671) --------- --------- (13,128) (5,924) --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,109 (113) CASH AND CASH EQUIVALENTS- Beginning of period 19,887 4,943 --------- --------- End of period $ 20,996 $ 4,830 ========= =========
The accompanying notes to consolidated financial statements are an integral part of these statements. 5 AERIAL COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(Unaudited) March 31, December 31, 2000 1999 ----------- ------------ ASSETS (Dollars in Thousands) CURRENT ASSETS Cash and cash equivalents $ 20,996 $ 19,887 Accounts receivable Customer, less allowance of $5,497 and $3,767, respectively 30,047 28,542 Roaming 4,070 3,079 Other 3,133 1,951 Inventory 9,798 8,336 Prepaid rent 3,834 3,920 Other 2,111 1,347 ----------- ----------- 73,989 67,062 ----------- ----------- PROPERTY and EQUIPMENT In service and under construction 841,193 816,757 Less accumulated depreciation (220,961) (196,844) ----------- ----------- 620,232 619,913 ----------- ----------- INVESTMENTS Investment in PCS licenses-net of accumulated amortization of $21,446 and $19,597, respectively 280,086 281,934 Other 6,717 3,263 ----------- ----------- 286,803 285,197 ----------- ----------- DEFERRED COSTS 197 204 ----------- ----------- TOTAL ASSETS $ 981,221 $ 972,376 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable Affiliates $ 2,999 $ -- Trade 31,518 35,230 Current portion of long-term debt 121,273 103,765 Accrued interest-affiliate 3,302 153 Accrued compensation 6,552 9,732 Accrued taxes 7,325 7,419 Other 4,971 4,675 ----------- ----------- 177,940 160,974 ----------- ----------- REVOLVING CREDIT AGREEMENT-TDS 89,786 37,786 ----------- ----------- LONG-TERM DEBT 255,664 250,846 ----------- ----------- DEFERRED TAX LIABILITY-NET 18,378 17,772 ----------- ----------- MINORITY INTEREST 82,709 94,364 ----------- ----------- COMMON SHAREHOLDERS' EQUITY Common Shares, par value $1.00 per share 42,967 42,289 Series A Common Shares, par value $1.00 per share 52,924 52,924 Additional paid-in capital 1,110,469 1,115,592 Retained deficit (849,616) (800,171) ----------- ----------- 356,744 410,634 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 981,221 $ 972,376 =========== ===========
The accompanying notes to consolidated financial statements are an integral part of these statements. 6 AERIAL COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The consolidated financial statements included herein have been prepared by Aerial Communications, Inc. ("Aerial" or the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K and in the VoiceStream Wireless Corporation ("VoiceStream") Form 8-K filed on March 22, 2000. The accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring items) necessary to present fairly the financial position as of March 31, 2000, and December 31, 1999, the results of operations for the three months ended March 31, 2000 and 1999, and the cash flows for the three months ended March 31, 2000 and 1999. Certain amounts reported in prior periods have been reclassified to conform to the current period presentation. 2. VoiceStream Merger. On May 4, 2000, VoiceStream and Aerial merged their two companies. Pursuant to the Agreement and Plan of Reorganization which was approved by VoiceStream's and Aerial's Boards of Directors on September 17, 1999, VoiceStream exchanged 0.455 shares of VoiceStream common stock for each of the Company's Common and Series A Common Shares. 3. Minority Interest. On September 8, 1998, pursuant to the terms of a Purchase Agreement (the "Purchase Agreement") between Telephone and Data Systems, Inc. ("TDS"), the Company, Aerial Operating Company, Inc. ("AOC") and Sonera Corporation, a company organized under the laws of Finland and formerly known as Sonera Ltd. ("Sonera"), Sonera purchased approximately 2.4 million shares of common stock of AOC representing a 19.4% equity interest in AOC for an aggregate purchase price of $200 million. On September 17, 1999, TDS, Aerial, AOC, VoiceStream and Sonera entered into a Settlement and Release providing for the Sonera-Aerial Investment. In accordance with the Sonera-Aerial Investment, on November 1, 1999, Sonera invested an aggregate of $230 million in Aerial and AOC at an equivalent purchase price of $22.00 per share of Aerial common stock. Aerial issued 3.4 million Aerial Common Shares to Sonera in consideration for $75 million and AOC issued 1.0 million shares of AOC common stock to Sonera in consideration for $155 million. Additionally, Sonera surrendered 317,108 shares of AOC stock on November 1, 1999. On May 4, 2000, Sonera, pursuant to the Sonera-Aerial Investment, surrendered an additional 317,108 shares of AOC stock. Immediately prior to the merger becoming effective, Sonera converted (at a conversion ratio of 6.72919) its 2.8 million shares of AOC common stock into 19.0 million Common Shares of Aerial Communications, Inc. Sonera then exchanged its 22.4 million Aerial Common Shares into VoiceStream Common Shares at an exchange ratio of 0.455 shares of VoiceStream for each Aerial Common Share. Minority share of loss of $11.7 million represents Sonera's share of AOC's consolidated net loss for the first quarter of 2000. 4. Revolving Credit Agreement. Under the TDS Revolving Credit Agreement, as amended, AOC may borrow up to a maximum amount (the "Maximum Amount"), less the amount of certain financing obtained by AOC or Aerial, including the amount of any borrowings under the Nokia 1998 Credit Agreement. In March 2000, the TDS and Aerial Boards of Directors approved an amendment to the Revolving Credit Agreement which changed the maturity date from April 2, 2000, to May 4, 2000, the date of the merger close with VoiceStream. As of March 31, 2000, the Maximum Amount available under the TDS Revolving Credit Agreement was $355 million and the amount available for borrowing by AOC was approximately $143.9 million. The interest rate under the Revolving Credit Agreement is equal to the prime rate plus 2.35%. Interest on the balance due under the Revolving Credit Agreement is payable quarterly and no principal is payable until maturity. 7 5. Net (Loss) per Common and Series A Common Share for the three months ended March 31, 2000 and 1999, was computed based on the weighted average number of Common and Series A Common Shares outstanding during the period. 6. Supplemental Cash Flow Information. In 2000, additions to property and equipment of $17.5 million were financed through an increase in long-term debt. During the three months ended March 31, 2000, the Company incurred interest charges totaling $10.5 million. The interest charges were comprised of $2.6 million related to the Revolving Credit Agreement with Telephone and Data Systems, Inc. ("TDS"), $1.6 million for TDS guarantee fees on the Series A and Series B Zero Coupon Notes and obligations under the 1998 Credit Agreement with Nokia Networks Inc. ("Nokia", formerly known as Nokia Telecommunications Inc.) $1.5 million paid to Nokia for interest charges relating to the 1998 Credit Agreement and $4.8 million in accreted interest on the Series A and Series B Zero Coupon Notes. All interest charges incurred were expensed in 2000. During the three months ended March 31, 1999, the Company incurred interest charges totaling $22.0 million. The interest charges were comprised of $15.1 million related to the Revolving Credit Agreement with Telephone and Data Systems, Inc. ("TDS"), $2.0 million for TDS guarantee fees on the Series A and Series B Zero Coupon Notes and obligations under the Nokia 1998 Credit Agreement, $0.5 million paid to Nokia for interest charges relating to the 1998 Credit Agreement and $4.4 million in accreted interest on the Series A and Series B Zero Coupon Notes. All interest charges incurred were expensed in 1999. 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VOICESTREAM WIRELESS CORPORATION ------------------------------------------- (Registrant) Date May 15, 2000 By /S/ Alan R. Bender - ----------------------------- ----------------------------------------- (Signature) Alan R. Bender, Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----