SEC Filing Summary: USA Mobility, Inc. (Form 8-K)
Business Context and Reporting Period
Company: USA Mobility, Inc.
Filing Date: November 16, 2004 (Report signed November 22, 2004)
Event: Completion of mergers involving Metrocall Holdings, Inc. and Arch Wireless, Inc., resulting in both becoming wholly-owned subsidiaries of USA Mobility. For accounting purposes, Arch Wireless was considered the acquirer.
Key Financial Metrics
This filing is a Current Report (Form 8-K) regarding a change in certifying accountant and does not contain financial performance data. The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Change in Certifying Accountant: Effective November 16, 2004, USA Mobility dismissed Ernst & Young LLP (E&Y) and engaged PricewaterhouseCoopers LLP (PWC) as its independent registered public accounting firm for the fiscal year ending December 31, 2004.
- Reason for Change: The change was necessitated by the merger structure where Arch Wireless (audited by PWC) was the accounting acquirer.
- Historical Audit Status: E&Y's audit report on the consolidated balance sheet as of May 31, 2004, contained no adverse opinions, disclaimers, or qualifications.
Outlook, Risks, and Management Commentary
- Disagreements: There were no disagreements between USA Mobility and E&Y regarding accounting principles, practices, financial statement disclosure, or auditing scope/procedures during the period from formation (March 5, 2004) through dismissal.
- Reportable Events: No reportable events under Item 304(a)(1)(v) of Regulation S-K occurred during the relevant periods.
- Consultations: USA Mobility did not consult with PWC regarding matters described in Item 304(a)(2)(i) and (ii) of Regulation S-K prior to engagement.
- Confirmation: E&Y provided a letter dated November 17, 2004, agreeing with the statements concerning their dismissal.
Investor Verification Checklist
- Verify the effective date of the merger between Metrocall, Arch Wireless, and USA Mobility.
- Confirm the transition of audit responsibilities from E&Y to PWC for the fiscal year ending December 31, 2004.
- Review the attached Exhibit 16.1 (Letter from Ernst & Young LLP) for any additional context on the dismissal.
- Note that this filing contains no financial results; refer to subsequent 10-Q or 10-K filings for financial metrics.