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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(MARK ONE)
   [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED]

         FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

   [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     FOR THE TRANSITION PERIOD FROM                    TO
                                    ------------------    ------------------

                           COMMISSION FILE NO. 0-28196

                                   ----------

                             WEBLINK WIRELESS, INC.
               (Exact name of registrant as specified in charter)

                DELAWARE                                  75-2575229
     (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                 Identification Number)

                           3333 LEE PARKWAY, SUITE 100
                               DALLAS, TEXAS 75219
                    (Address of principal executive offices)

                                   ----------

      (Registrant's telephone number, including area code): (214) 765-4000

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                               TITLE OF EACH CLASS
                -------------------------------------------------
                Class A Common Stock, par value $0.0001 per share

    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
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, based upon the closing sale price of the Class A Common Stock on
January 31, 2002 on the over-the-counter bulletin board, was approximately
$1,178,453. Shares of Common Stock held by each executive officer and director
and by each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. The determination
of affiliate status for this purpose is not necessarily a conclusive
determination for other purposes.

    As of January 31, 2002, there were 42,277,136; 3,809,363; and 131,250 shares
of the Registrant's Class A, Class B and Class D common stock outstanding,
respectively. There were no shares of the Registrant's Class C common stock
outstanding at January 31, 2002.

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                                     PART I

ITEM 1. BUSINESS

DEFINITIONS

    Unless the context otherwise requires, references to the "Company" are to
WebLink Wireless, Inc. and its subsidiaries on a consolidated basis. References
to "WebLink Wireless" are to WebLink Wireless, Inc. on a non-consolidated basis.
WebLink Wireless changed its name from PageMart Wireless, Inc. on December 1,
1999. References to "PageMart, Inc." are to PageMart, Inc., a wholly-owned
subsidiary of WebLink Wireless that was merged into WebLink Wireless on January
28, 1998.

    EBITDA represents earnings (loss) before interest, taxes, depreciation and
amortization, amortization of stock compensation and restructuring charges.
EBITDA is a financial measure commonly used in the Company's industry. EBITDA is
not derived pursuant to generally accepted accounting principles ("GAAP"), and
therefore should not be construed as an alternative to operating income, as an
alternative to cash flows from operating activities (as determined in accordance
with GAAP) or as a measure of liquidity. The calculation of EBITDA does not
include commitments of the Company for capital expenditures and payment of debt
and should not be deemed to represent funds available to the Company. The
Company's definition of EBITDA may not be comparable to similarly titled
measures used by other companies. Management believes the presentation of EBITDA
is useful information to the investor because it depicts results of operations
without considering the sunk costs of capital equipment (i.e., depreciation),
the costs of financing (i.e., interest) and taxes. There are no legal or
functional requirements that limit discretionary use of funds depicted by
EBITDA.

    References to "wireless data" products and services mean the two-way
messaging and telemetry products and services provided by the Company.
References to "paging" products and services mean the traditional one-way
numeric and word paging products and services provided by the Company.

    The Company's Consolidated Financial Statements included in this Form 10-K
have been prepared assuming that the Company will continue as a going concern.
See "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations."

FORWARD LOOKING STATEMENTS

    This Form 10-K contains forward-looking statements. In addition to
statements that speak to a time in the future, the words "estimate," "project,"
"plan," "expect," "believe," "anticipate," "intend" and similar expressions are
intended to identify forward-looking statements. Readers are cautioned that such
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 (the "Securities Act") and Section 21E of the Securities Exchange
Act of 1934 (the "Exchange Act") involve risks and uncertainties, and are
subject to change based on various important factors. The factors set forth
herein under "Risk Factors" and in other filings with the Securities and
Exchange Commission ("SEC"), as well as the following factors, could affect the
Company's financial performance and could cause actual results to differ
materially from those expressed in such forward-looking statements: the effect
on the Company's business of operating while in Chapter 11 bankruptcy
proceedings; the ability of the Company to continue operating as a going concern
and successfully emerge from bankruptcy pursuant to a reorganization plan that
provides for the Company to remain substantially intact; economic conditions and
consumer confidence generally in the United States; the impact of technological
change in the telecommunications industry; the future cost and availability of
network infrastructure and subscriber devices; the impact of competition from
broadband and narrowband personal communication service providers; pricing
pressures on wireless data and paging services; the timely market acceptance of
new products and services such as 2way messaging; changes in regulation by the
Federal Communications Commission ("FCC") and various state regulatory agencies;
and potential technical problems relating to the Company's wireless data
network. See "Risk Factors."

2001 BUSINESS DEVELOPMENTS

    In late 2000 and the first quarter of 2001, the Company expected that its
operations would not generate sufficient cash flow in 2001 to fund its operating
expenses, capital expenditures and interest payments. In the first quarter of
2001, the market environment continued to deteriorate and the Company was unable
to raise the necessary capital. As a result, the Company's Board of Directors
and management decided to explore other alternatives such as restructuring the
Company's debt and/or a strategic combination with a company that would
complement the Company's business. However, based on the Company's cash
constraints and its inability to raise immediate capital, the Company decided to
bring its expenditures more in line with its then current revenues.

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    In February 2001, the Company significantly reduced the size of its field
sales strategic business unit ("SBU"). As a part of that downsizing, the Company
closed approximately 17 of its field sales offices and one of its customer
support centers. The Company had a reduction-in-force ("RIF") of approximately
128 employees. However, the Company's efforts to find a strategic combination
continued, and on April 2, 2001, the Company and Metrocall, Inc. ("Metrocall")
announced that they had agreed to merge. The companies planned to effect the
merger through concurrent Chapter 11 bankruptcy reorganizations commencing in
May 2001. The consummation of the merger was subject to the satisfaction of
certain conditions, including each company's ability to obtain adequate
financing.

    At that time, the Company's operating plans were based on receiving
approximately $50 million in debtor-in-possession ("DIP") financing to cover the
Company's cash requirements in 2001 through the Chapter 11 process. However, the
Company was unable to secure that level of commitment. As a result, it was
necessary for the Company to develop a revised financial plan which would allow
the Company to continue operations at an expense level more consistent with its
then current cash flow from operations. As a result, in May 2001 the Company
closed its 7 remaining field sales offices and one of its call centers and laid
off approximately 250 employees.

    In mid May 2001, Metrocall announced that it was terminating the merger
agreement. The Company determined that its best course was to pursue a stand
alone reorganization, a financing transaction or a strategic combination through
the bankruptcy process.

    On May 23, 2001 (the "Petition Date"), WebLink Wireless and its
subsidiaries, PageMart PCS, Inc. and PageMart II, Inc., filed voluntary
petitions for relief under Chapter 11 ("Chapter 11") of title 11 of the United
States Code Sections 101-1330, as amended (the "Bankruptcy Code"), and is
presently operating its business as debtors-in-possession subject to the
jurisdiction of the United States Bankruptcy Court for the Northern District of
Texas, Dallas Division (the "Bankruptcy Court"). The Chapter 11 cases are being
jointly administered for procedural purposes only before the Bankruptcy Court
under case no. 01-34275-SAF-11.

    Chapter 11 is the principal business reorganization chapter of the
Bankruptcy Code. Under Chapter 11, a debtor is authorized to continue to operate
its business and to reorganize for the benefit of its creditors and
stockholders. In addition to permitting the rehabilitation of the debtor,
another goal of Chapter 11 is to promote equality of treatment of creditors and
equity security holders of equal rank. In furtherance of these two goals, upon
the filing of a petition for reorganization under Chapter 11, the Bankruptcy
Code generally provides for an automatic stay of substantially all acts and
proceedings against a debtor and its property, including all attempts to collect
claims or enforce liens that arose prior to the commencement of the debtor's
case under Chapter 11. In addition, the debtors may reject or assume
pre-petition executory contracts and unexpired leases, and other parties to
contracts or leases that are rejected may assert rejection damage claims as
permitted by the Bankruptcy Code.

    An official committee of unsecured creditors has been appointed in the
Chapter 11 cases. In accordance with provisions of the Bankruptcy Code, the
official committee will have the right to be heard on all matters that come
before the Bankruptcy Court.

    Confirmation and consummation of a plan of reorganization are the principal
objectives of a Chapter 11 reorganization case. A plan of reorganization sets
forth the means for satisfying claims against, and interests in, a debtor.
Confirmation of a plan requires, among other things, the affirmative vote of
creditors holding at least two-thirds in total dollar amount and more than
one-half in number of the allowed claims in each impaired class of claims that
vote on the plan, and two-thirds in amount of equity interests in each impaired
class of interests that vote on the plan. Section 1129(b) of the Bankruptcy
Code, commonly referred to as the "cramdown" provision, permits confirmation of
a plan of reorganization over the objection of one or more impaired classes
under certain circumstances. Confirmation of a plan of reorganization by a
bankruptcy court makes the plan binding upon the debtor, any issuer of
securities under the plan, any person acquiring property under the plan and any
creditor or equity security holder of the debtor. Subject to certain limited
exceptions, the confirmation order discharges the debtor from any debt that
arose prior to the effective date of the plan and substitutes the obligations
specified under the plan.

     In July 2001, the Bankruptcy Court entered an order approving a $15 million
debtor-in-possession credit facility ("DIP Facility") provided by the two
principal lenders of the Company's pre-petition secured credit facility (the
"DIP Lenders"). On December 31, 2001 the DIP Lender's commitment to lend under
the DIP Facility expired, at which time there was no balance outstanding under
the DIP Facility.

    In September 2001, the Company announced that over the course of the year
its monthly revenues had declined significantly. Some of this decline was
expected and planned for in the Company's revised budget in May. However,
neither the full extent nor the full duration of the decline was, or could have
been, anticipated at that time. The Company had experienced a substantial
decrease in revenues from its consumer customers attributable primarily to its
National Retail and Reseller SBUs. The Company

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anticipated further revenue declines in these consumer areas until such time as
the economy rebounded and less expensive wireless data devices became available.

     As a result, to further align its expenses with its revenues and to
capitalize on its strengths, the Company began focusing its resources on its
core telecommunications wholesale business and its core strategic national
accounts business. As part of the internal refocusing, the Company announced on
October 31, 2001 that it would be eliminating its National Retail SBU and
streamlining its operations by consolidating its distribution and sales efforts
into two SBUs - Carrier Services and Business Sales. See "Sales and Marketing"
below. This consolidation resulted in additional RIF's in November and December
2001. By year end, the Company had laid off most of its National Retail SBU
employees, closed all but one of its call centers, consolidated its distribution
and warehouse facilities and further reduced the personnel in its corporate
headquarters. Approximately 320 positions were eliminated through these two
RIF's. In addition, the Company rejected through the bankruptcy process
substantially all of its material contracts with its traditional and online
retailers, which terminated its relationship with these retailers and allowed
the Company to avoid paying significant continuing fees and costs that would
otherwise have been associated with termination of these agreements.

    In December 2001, John Beletic resigned as Chief Executive Officer ("CEO")
but retained his position as Chairman of the Board. The Company's Board of
Directors then promoted N. Ross Buckenham to the position of CEO. Mr. Buckenham
also retained his positions as President and a director of the Company. Upon
taking the CEO position, Mr. Buckenham reorganized the Company's senior
management staff and the duties held by some of the members of senior
management. See "Executive Officers and Directors of Registrant" below.

RECENT DEVELOPMENTS

    On April 15, 2002 the Company entered into a non-binding letter of intent
with its secured lenders on the material terms of a plan of reorganization. The
plan is expected to allow the Company to emerge from the Chapter 11 proceeding.
This new plan of reorganization, when filed, will supersede the plan that was
filed on January 31, 2002, which was based on a transaction described in the
Company's previously announced letter of intent with Sun Capital Acquisition
Corp. The Sun Capital letter of intent has expired, and the Company is no longer
pursuing the transaction.

    The letter of intent with the secured lenders provides that WebLink Wireless
would issue $40 million of new senior secured notes and 92.5% of the common
stock of the reorganized entity to its secured creditors, and 7.5% of the common
stock of the reorganized entity to its unsecured creditors upon the effective
date of the plan of reorganization. The common stock to be issued to creditors
would be subject to dilution by a management equity plan. The new senior secured
notes would be issued in two tranches, $30.0 million of which would have
interest paid currently in cash with a four year principal amortization schedule
and $10.0 million of which would have interest paid in kind with a four-year
maturity date. The Company's excess cash at the effective date of the plan of
reorganization would be paid to the secured creditors, with the amount of excess
cash above $3.0 million being applied to pay the principal of the new notes. Up
to 15% of the common stock of the Company would be reserved for issuance to
management. WebLink Wireless does not expect its current equity holders to
receive any property, securities or cash in exchange for their equity holding in
a restructuring. The Company expects the equity holders' stock will be cancelled
at the time a plan of reorganization becomes effective.

    Confirmation of the plan of reorganization is subject to conditions imposed
by the Bankruptcy Code, including the approval of the Bankruptcy Court, and
approval of the FCC of the change in control of the Company's FCC licenses.

    The Company's independent certified public accountant, Arthur Andersen, LLP
has informed the Company that on March 14, 2002, it was indicted on federal
obstruction of justice charges arising from the government's investigation of
Enron. Arthur Andersen has indicated that it intends to contest vigorously the
indictment. The Company has not yet determined whether to retain Arthur Andersen
as its independent certified public accountant for 2002. As a public company,
the Company is required to file with the SEC periodic financial statements
audited or reviewed by an independent certified public accountant. The SEC has
said that it will continue accepting financial statements audited by Arthur
Andersen, and interim financial statements reviewed by it, so long as Arthur
Andersen is able to make certain representations to its clients. The Company's
Audit Committee has been carefully monitoring this situation. If the Company
decides not to retain Arthur Andersen or if Arthur Andersen becomes unable to
make the required representations to the Company or if for any other reason is
unable to perform required audit-related services for the Company, the Company
would promptly seek to engage new independent certified public accountants.

GENERAL

    The Company is a leading provider of wireless data and paging services.
During 2001, the Company continued offering wireless data services, including
device-to-device ("2way") messaging, wireless e-mail and business forms and
wireless

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transmission of machine originated data (telemetry), building upon the new
vision of the Company as a provider of wireless data services to leading
telecommunication companies, strategic resellers, value added resellers (VARs)
and businesses. The Company's nationwide Internet protocol ("IP") based wireless
data network covers approximately 90% of the U.S. population.

    The Company provides wireless data services through its Wireless Data
Division. Wireless data service provides messaging capabilities such as 2way
communications, allowing people to converse in an unobtrusive near real time
manner, and wireless e-mail allowing people to send and receive e-mail messages
to or from any Internet e-mail address. Businesses are increasingly deploying
the Company's wireless forms applications to automate dispatch, trouble
ticketing, sales, and remote worker scheduling and management. These
applications have enjoyed success with businesses, where they can provide a
significant return on investment through productivity enhancements. In addition,
the Company's web site serves as a portal through which customers can order
Internet-based information which will be forwarded to their devices periodically
or upon request. Telemetry applications allow machines such as office, vending
or metering equipment to wirelessly report information such as alarm status,
inventory levels and usage to the equipment owner or operator. At December 31,
2001, the Company had 508,089 wireless data units in service.

    The Company provides paging services through its Traditional Paging
Division. The Company built its paging strategy around the concepts of
diversified distribution channels, exclusive nationwide frequencies, efficient
and flexible network architecture, and centralized control of the network and
administrative functions. The result was rapid subscriber growth that was
generated internally rather than through acquisition of other paging carriers.
However, the paging industry stopped growing in 1998 and is now a declining
business. In 2001, paging units in service declined by 836,330 and recurring
revenue declined by $85.2 million. As a result, while the paging business is
expected to continue to produce cash flow in 2002, the Company expects this
business to continue to decline and to represent a small portion of the
enterprise value of the Company. At December 31, 2001, the Company had 1,028,230
paging units in service.

    The Company also provides its U.S. domestic customers with seamless paging
services across the Americas, including Canada, Mexico, much of the Caribbean
and Central America, and parts of South America. Through network affiliation
agreements with owners of foreign networks, the Company's network is
interconnected with foreign networks operating on a common frequency, thus
providing roaming capabilities for the Company's customers in the foreign
countries and for the customers of the foreign networks in the United States.
See "International Strategy."

    The Company believes it is currently the fourth largest wireless messaging
carrier in the United States, based on 1,536,319 units in service as of December
31, 2001. Its web site is located at www.weblinkwireless.com. The Company does
not intend for the information found on its web site to be part of this Form
10-K.

PRODUCTS AND SERVICES

    WIRELESS DATA SERVICES. The Company's wireless data services include the
following:

    Device-to-Device Messaging. Device-to-device 2way messaging allows mobile
    subscribers to send and receive messages to or from other wireless data
    devices and digital phones in an unobtrusive near real-time manner.
    Subscribers may send messages to other subscribers that have either paging
    or wireless data subscriber devices, and to any other device that has an
    e-mail address, even if it is not a device receiving service on the
    Company's network. Subscribers can originate messages either from the
    subscriber device keyboard or by using standard responses preprogrammed in
    the subscriber device or by choosing one of multiple responses embedded in a
    received message.

    Wireless E-Mail. Subscribers may send and receive e-mail messages to or from
    any Internet e-mail address. In addition, subscribers with Internet or
    corporate e-mail, fax and voicemail boxes may receive notification of
    receipt of e-mails, faxes and voicemails.

    Information on Demand. Subscribers may, from their devices, request a wide
    variety of information. The Company's wireless data network serves as a
    portal to Internet-based information such as stock quotes, flight schedules,
    weather, entertainment, auction status and a staggering array of other
    information. The ability to demand information can be extended to corporate
    Intranet-based information such as inventory levels, delivery dates, prices
    and other mission critical information.

    Periodic Information. Subscribers may order information residing on the
    Internet to be automatically forwarded to their subscriber devices
    periodically. Subscribers may submit personalized orders through the
    Company's website. In addition, an increasing number of other web sites will
    be providing the capability to forward information to subscriber devices.

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    Enhanced Paging. With enhanced paging service, if a subscriber device does
    not acknowledge receipt of a message, the network will store the message and
    forward it later. For example, if a subscriber travels outside the network
    coverage area or the subscriber device is turned off, the network will store
    messages for a fixed period of time. When the subscriber returns to a
    coverage area or turns on the subscriber device, the subscriber device
    registers with the network and the stored messages are automatically
    re-transmitted. The Company currently offers both local and nationwide
    enhanced paging services.

    Enterprise Solutions. In 1999, the Company introduced its Enterprise
    Solutions Partner Program to ally with leading software developers,
    information technology and business solutions companies and consultants to
    integrate information technology with wireless technology to expand
    corporate customers' enterprise applications using wireless data technology.
    The Company's Enterprise Solutions Partner Program is creating solutions
    that allow professionals in the field to access corporate databases,
    systems, Intranets and e-mail via the Company's wireless data network, as
    well as offer "wireless forms" such as dispatch, asset tracking, help desk,
    field service automation and sales force automation resident on a wireless
    data handheld device.

    Machine (Telemetry) Communications. The Company has been working with
    numerous value added resellers to place wireless devices into machines to
    monitor and/or report alarms, data or usage statistics. Approximately 7,400
    machines were linked to the Company's wireless data network as of the end of
    2001.

    PAGING SERVICES. The Company offers traditional numeric and word paging
services. Numeric paging provides the subscriber with the telephone number of
the person who is seeking to contact the subscriber. Word paging offers the
subscriber the ability to receive a word message rather than simply a numeric
message. The Company currently offers local, regional and nationwide numeric and
word paging services.

    ADDITIONAL VALUE-ADDED SERVICES. The Company offers subscribers a number of
additional value-added services, including voice mail services that allow
subscribers to retrieve voice messages from persons attempting to contact the
subscriber, and a message retrieval service which allows a traditional paging
service subscriber to retrieve messages that were sent at a time when the
subscriber was outside of his or her service area. Other optional services
include operator dispatch services, nationwide toll-free access numbers for
subscribers, a customized voice prompt that allows subscribers to record a
personal greeting, maintenance agreements and loss protection programs. During
2001, approximately 21% of the Company's recurring revenues were derived from
these additional services.

    SUBSCRIBER AND TELEMETRY DEVICES. The Company's wireless data and paging
services are delivered to pocket-sized subscriber devices and telemetry devices
which the Company or its wholesale partners sell or lease to businesses and
other end-user subscribers.

    Paging subscriber devices are available from a number of manufacturers.
Wireless data subscriber devices are currently available only from Motorola,
Inc. ("Motorola"). The Company's wireless data services (other than telemetry)
currently utilize the Motorola T900 and P935 devices, and the Company's wireless
telemetry services currently utilize the Motorola Creatalink 2XT(TM). However,
on December 3, 2001, Motorola announced that as of mid 2002 it intends to
discontinue distributing wireless data products such as the Talkabout(R) T900,
Timeport(TM) P935 personal communicator and the Creatalink 2XT, as well as its
paging products. Motorola has announced its intent to sell its subscriber device
product lines. The Company expects that continued supply of these products will
be available from the purchasers of the product lines, although no assurance of
this can be given. In addition, the Company is working with several domestic and
foreign device manufacturers to develop additional wireless data devices.
Several of these companies have announced that they are negotiating or have
successfully negotiated with Motorola to secure a license to the ReFLEX
technology. In late 2001, Percomm, Inc. a Korean based manufacturer, acquired
the Glenayre Technologies, Inc. ("Glenayre") transceiver ReFLEX radio chip set
and in early 2002 hired several members of Glenayre's engineering team. Percomm
has also informed the Company that it is close to signing a deal with Motorola
that will give Percomm the necessary rights to the ReFLEX protocol. Percomm
previously supplied the Company with paging devices and the Company is currently
negotiating a deal with Percomm to purchase wireless data devices from Percomm
as soon as they are commercially available. In addition, the Company is working
with several other potential manufacturers of wireless data devices to secure
purchase rights if and when they complete development of a commercially viable
device. Motorola has sold the Creatalink 2XT product line to SmartSynch. At this
time the Company is currently negotiating a purchase agreement with SmartSynch.
In addition, Advantra International has informed the Company that it intends to
have a commercial telemetry device by the end of 2002. The Company expects to
have a purchase agreement in place with Advantra by the end of the second
quarter of 2002. The Company can give no assurance, however, that additional
subscriber or telemetry devices will be developed or will be available to the
Company on acceptable terms.

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    The Company believes that it has or can acquire sufficient inventories of
subscriber devices to meets its 2002 business plan. The success of the Company's
2003 business plan is dependent on its ability to purchase wireless data
subscriber devices in adequate quantities to meet its customers' demands. The
Company's inability to fulfill customers' orders based on shipment delays or the
unavailability of devices would materially adversely impact the Company's
projected units in service, business and results of operations for 2003 and
beyond and raise substantial doubt about the Company's ability to continue as a
going concern. See "Risk Factors -- We Depend on Key Suppliers That We Do Not
Control."

SALES AND MARKETING

    GENERAL. The Company's customers include individuals, corporations and other
organizations that desire affordable communication and information services
offering substantial mobility and accessibility. The Company utilizes a number
of distribution channels to market its products and services, including
marketing directly through its business sales force and indirectly through
strategic alliances with other communications providers and regional and local
resellers. In 2001, Metrocall, BellSouth, Verizon and Ameritech represented
10.6%, 8.6%, 7.4% and 5.1%, respectively, of the Company's total revenues. The
loss of any of these customers would have an adverse effect on the Company's
revenue and EBITDA. In the fourth quarter of 2001, the Company consolidated its
five SBUs into two. The Carrier Services SBU now includes the former Reseller
SBU and Wireless Control Systems (Telemetry) SBU as well as the International
SBU. The new Business Sales SBU is a combination of the former National Retail,
National Accounts and Field Sales SBUs.

    CARRIER SERVICES. The Company believes that its wireless data network is a
low cost, high functionality, large footprint network compared to the networks
of its current competitors, which will make reselling of the Company's services
attractive to other paging and telecommunications providers and other resellers.
These companies purchase the Company's services at wholesale rates and resell
such services under their own brand names.

    The Carrier Services SBU distributes services through five categories of
resellers: telecommunications alliance partners, network alliance partners,
local and regional resellers, telemetry resellers and international alliances.
Through its Carrier Services SBU, the Company has established numerous strategic
relationships with large telecommunication providers, such as Cingular Wireless,
BellSouth Telecommunications, Ameritech Mobile Services, Inc., Excel
Communications, Inc., Alltel Communications, and Sprint Wireless. These
companies utilize their brand awareness, billing, and distribution efficiencies
to market private brand subscriber devices and services using the Company's
transmission network. The Company also has similar strategic alliances with
regional telecommunication providers that also resell the Company's services in
their specific coverage areas. These relationships include companies such as US
Cellular, First Cellular of Southern Illinois, Pioneer Cellular and Bluegrass
Cellular. The Carrier Services SBU is positioned to support both large and small
carriers through the bundling and integration of messaging services into an
extended portfolio of communication services.

    Although the Company's focus is now on wireless data services, the Company
also provides paging services to carriers for resale to their end-users. As of
the end of 2001, the Company had arrangements to provide paging services to
Teletouch, Aquis, Network Services, Amtel and Satellink.

    The Company has network strategic alliance agreements with Arch Wireless,
Inc. ("Arch"), Metrocall and Verizon Messaging ("Verizon"). As of the end of
2001, these three carriers were the first, second and third largest independent
messaging carriers, respectively, in the United States. These agreements are
organized in two distinct phases. During the first phase, Arch, Metrocall and
Verizon may each market their switch-based wireless data services utilizing the
Company's wireless data network. During the second phase, the agreements provide
that Arch, Metrocall and Verizon will install their own networks leveraging the
Company's infrastructure and sites, so the parties share certain capital and
operating expenses, which significantly lowers costs for both companies.

    As of year end 2001, Metrocall and Verizon are actively marketing their
switch based wireless data services under phase one of their agreements.
Metrocall has not yet elected to enter the second phase. Metrocall is expected
to file a voluntary petition under Chapter 11 in the near future, so no
assurance can be given that the agreement will remain in effect for its stated
term. Verizon has elected to enter phase two in a limited geographic area and
continues to offer phase one switch based services in the remainder of the U.S.
In 2000, Arch acquired Paging Network, Inc. and its wireless data network. Arch
has utilized the phase one switch based services only to a limited extent for
coverage where its network has no coverage. Arch has filed a petition under
Chapter 11. It has informed the Company that it intends to reject and terminate
the strategic alliance agreement, but would like to negotiate a new agreement
that does not contain the phase two obligations. There can be no assurance of
the success of the arrangements with Arch, Metrocall and Verizon or of similar
arrangements with other smaller paging carriers.

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    The Company sells products and services to local and regional resellers.
These resellers do not have their own network facilities, but resell the
services of one or more facilities-based carriers. Because the reseller business
model is (i) highly competitive in nature, (ii) driven almost solely by price
and (iii) based primarily on large volume, if the Company experiences
difficulties or delays in obtaining messaging devices to make available to
resellers at competitive prices, the Company would be materially adversely
impacted.

    The wireless data machine communications (telemetry) group develops
cutting-edge, standards-based, cost-effective technology for any industry,
business or consumer with the need to transport machine-originated data over a
wireless network. This group offers customized, integrated, end-to-end solutions
with software applications that allow computer-based devices to transmit and
receive data over the Company's nationwide wireless data network.

    In October 2000, the Company began offering wireless data machine
(telemetry) services over its network utilizing "transceiver" Motorola
Creatalink 2XT devices. As of December 31, 2001, the Company's largest telemetry
customers were companies such as Isochron Corporation and Stitch Networks, both
of which purchase the Creatalink 2XT devices and resell the Company's services
with specially developed software to companies which utilize vending machines to
distribute goods such as ice, snacks and other refrigerated products. In
addition, the Company is working with other companies on telemetry applications
in the multimedia, home security, environmental, control systems, office machine
monitoring, home automation and vehicle location and tracking industries, among
others. The success of wireless telemetry services could be affected by matters
beyond the Company's control such as the availability and viability of
transceiver devices, the degree of market acceptance and the financial stability
of the Company.

    At December 31, 2001, the Carrier Services SBU accounted for approximately
69% of the Company's domestic units in service.

    BUSINESS SALES. The Business Sales SBU sells and leases subscriber devices
and sells services directly to major corporate accounts through a specialized
direct sales force. Currently, the Company has contracts with many large
national accounts such as Hillenbrand Industries, Sprint/United Management
Company, America Online, Inc., and Verizon Wireless, among others. The Company
continues to believe that the strongest market demand for wireless data services
will develop out of large, geographically dispersed corporate accounts. These
types of corporate accounts have a growing need for mobile, reasonably priced
access to communication and information services with wide area coverage. The
Business Sales SBU emphasizes sales of wireless data devices as a complete
solution for the business messaging needs of large corporate entities.

    Even though the National Retail SBU has been disbanded, through the Business
Sales SBU the Company continues to sell subscriber devices through a few online
retailers. At this time, this business is immaterial to the Company. In
addition, some of the retailers whose contracts have been terminated continue to
sell the inventory they had on hand at the time the contracts were terminated.
The Company continues to honor customer rebates and retailer sales incentives on
such sales.

    As with the Company's other sales SBU, the success of the Business Sales SBU
could be materially adversely affected by factors beyond the Company's control,
such as the availability of subscriber devices and the financial stability of
the Company. In particular, because many customers of the Business Sales SBU
prefer to lease devices rather than purchase them, the availability of
subscriber devices to lease is important to its success. In addition, since many
of these customers are large corporations, the Company's creditworthiness could
have a materially adverse effect on the Company's ability to sell services to
these customers.

    At December 31, 2001, the Business Sales SBU accounted for approximately 31%
of the Company's domestic units in service.

TRANSMISSION NETWORK

    GENERAL. The Company's network covers approximately 90% of the population of
the United States. The network utilizes the ReFLEX25(R) protocol developed by
Motorola for wireless data services and the FLEX and POCSAG protocols for its
traditional paging services.

    A wireless data network employs both radio transmission and receiving
equipment throughout the network. Wireless data subscriber devices contain not
only a receiver, but also a transmitter that broadcasts its identity and other
data to the network receivers. As a result, when a subscriber device is within
the network coverage area, the subscriber device registers with the network, and
the network can identify the approximate location of the subscriber device. If a
subscriber travels outside the coverage area of the network, the network stores
the message for a fixed period of time until the subscriber returns to the
coverage area and then transmits the message. This functionality also permits
efficient utilization of the network since only the transmitters in a zone
around the subscriber device are needed to transmit messages to the device.

                                       8
<PAGE>

    Paging services utilize only the transmission part of the network. Paging
subscriber devices contain only a receiver. Since the network cannot determine
the location of a subscriber device, each message must be broadcast from every
transmitter in the subscriber's chosen coverage area. If the subscriber device
is not in its coverage area when a message is broadcast, the message will be
lost unless the subscriber has purchased message retrieval service.

    INFRASTRUCTURE EQUIPMENT. The infrastructure of the Company's network
consists of home terminals, encoders, satellite access controllers ("SACs"),
very small aperture satellite terminals ("VSATs"), radio transmitters and
receivers, switches, radio frequency controllers and ancillary equipment, such
as coaxial cable and antennas. The Company purchases infrastructure equipment
(other than SACs, VSATs and ancillary equipment) from Glenayre, the industry's
leading equipment supplier. The Company understands that Motorola and Glenayre
have cross-licensed the relevant FLEX and ReFLEX protocols. Receivers are
available from several suppliers. However, the Company believes that Glenayre is
the only qualified supplier of certain infrastructure equipment. As a result,
the Company has been dependent on Glenayre for much of its infrastructure
equipment.

         In May 2001, Glenayre announced its intention to discontinue operations
of its wireless messaging business unit. Glenayre further announced a "last time
buy" for many wireless messaging products. It is the Company's understanding
from Glenayre that Glenayre intends to sell the wireless messaging
infrastructure technology. Even if this does not occur, the Company believes
that it has sufficient inventory on hand to fulfill its needs for infrastructure
equipment through 2003. In addition, the Company is developing replacement
equipment for the critical items of equipment that the Company expects not to be
available from any alternative source.

         Glenayre's announcement specified that its discontinuance of this
business unit would not impact its current Glenayre Care equipment maintenance
and software support programs for customers that had Glenayre Care contracts in
place at the time of the announcement. At the time of the announcement, the
Company had a Glenayre Care Agreement in effect, which expired on December 31,
2001. As of the date of this filing, Glenayre is providing Glenayre Care on a
month to month basis, and the Company is negotiating with Glenayre to extend the
agreement.

         In October 2001, Glenayre filed a motion in the Bankruptcy Court to
modify the automatic stay allowing Glenayre to foreclose on collateral and
terminate non-exclusive software licenses. As of the Petition Date, the Company
was indebted to Glenayre in the amount of $8.6 million (the "Indebtedness") for
the purchase of certain network equipment and software licenses. The
Indebtedness is secured by such equipment and software licenses, which represent
only a small fraction of the infrastructure equipment that comprises the
Company's network. Nevertheless, the software licenses held by the Company
relating to such equipment are necessary for the Company to continue its current
operations. The Company does not believe that Glenayre's arguments to terminate
the software licenses would ultimately be successful; however, the issues raised
by Glenayre's pleadings have not been definitively decided by the courts in the
jurisdiction where the Company's bankruptcy proceedings are ongoing. Therefore,
in order to avoid further litigation and to maintain its relationship with
Glenayre, the Company is negotiating an overall settlement with Glenayre that it
expects will address the continued use of the licenses and Glenayre Care
maintenance and support services. Portions of this settlement will likely be
subject to confirmation of a plan of reorganization providing certain defined
benefits for Glenayre. While the Company believes that it will reach a
settlement with Glenayre, no assurance of this can be given.

         The availability of maintenance and support services is vital to the
Company's on-going operations. If the Company was unable to purchase such
equipment, software or maintenance and support services, the Company could be
materially adversely impacted. See "Risk Factors -- We Depend on Key Suppliers
That We Do Not Control."

    SATELLITE SERVICES. The Company uses satellite communications to control the
transmitters and receivers in its network in a flexible and efficient manner.
The Company leases satellite services pursuant to agreements with ITC Deltacom
and SpaceCom Systems, Inc. ("SpaceCom"). In 2001 the Company amended and assumed
its contracts with both satellite providers through the bankruptcy process. The
agreements subject the Company to monthly service charges based on the amount
and types of services used and expire on July 31, 2003 and August 31, 2005,
respectively. The agreements may be terminated upon certain failures of the
Company to pay monthly service fees. Management believes that the services
provided by ITC Deltacom and SpaceCom are sufficient to meet the Company's
foreseeable needs and that there are alternative satellite resources available
to the Company on comparable terms and conditions. As a result, the Company does
not believe the loss of its relationship with its current satellite suppliers
would have a material adverse long-term effect on its business and operations,
but a loss of the services provided by ITC Deltacom would result in a
significant expense for the Company since it would require movement of equipment
at uplink sites and possibly repointing the dish antenna at each of the
Company's transmitter/receiver sites.

                                       9
<PAGE>

INTERNATIONAL STRATEGY

    The Company is continuing to follow its strategic plan to seamlessly provide
messaging services in selected countries through network affiliation agreements
with the owners of foreign networks. Network affiliation agreements provide,
with minimal incremental capital investment by the Company, interconnection
between the Company's network and the foreign network on a common frequency,
thus permitting the Company's subscribers to roam to the foreign country and the
foreign subscribers to roam into the U.S. Currently, the Company's international
strategy is to pursue opportunities in North America, Central America, South
America and the Caribbean.

    The Company has paging roaming agreements with network owners in 12
countries in North, Central and South America as well as the Caribbean. WebLink
has 10-year exclusive network affiliation agreements with leading paging
companies in Canada, Mexico, El Salvador, Guatemala, Costa Rica, Panama,
Columbia, Venezuela, the Dominican Republic, Cayman Islands, Trinidad and
Tobago, and Haiti. In addition, the Company owns a network in Puerto Rico, and
the U.S. Virgin Islands. The same nationwide 929 MHz frequency used by the
Company for traditional paging in the United States has been licensed by the
Company's network affiliates in each affiliated country. The common frequency
allows the Company and its network affiliates in each country to provide
customized coverage that extends beyond the borders of the serving country,
using the same subscriber device. However, there can be no assurance that each
country in which the Company seeks to expand coverage will have a frequency
available that is common to one of the Company's U.S. nationwide frequencies.

    Three of the Company's most significant network affiliation agreements are
with Bell Canada, Telefonos de Mexico ("TelMex") and Enlaces Radiofonicos d/b/a
Digitel. In 1997, the Company entered into an exclusive 10-year network
affiliation agreement with TelMex for paging service through its wholly owned
subsidiary, Buscatel. Buscatel's network covers 33 metropolitan areas in Mexico.
The two companies jointly market traditional paging services and co-brand
subscriber devices where appropriate. In February 2000, the Company entered an
exclusive 10-year network affiliation agreement with Bell Canada. In December
2000, Bell Canada was the Company's first foreign network affiliate to add
nationwide wireless data service, allowing seamless wireless data roaming by the
customers of each company over the network of the other. In 2001, the Company
entered into a an affiliation agreement with Digitel for the provision of
wireless data services in Mexico City and other major metropolitan areas in
Mexico. As of April 2002, Digitel was negotiating with the administrative agency
in Mexico responsible for the regulation of narrowband frequencies to acquire a
license for the same frequency as the Company uses in the United States.

COMPETITION

    The Company competes primarily on the basis of its equipment and wireless
services prices, quality of service and coverage capability. Its competitors
include both companies which provide wireless data, paging or other mobile
communications services in local markets and regional and nationwide service
providers. Other wireless data carriers providing 2way services include MCI
WorldCom SkyTel ("SkyTel"), Cingular Wireless, Motient Corp. and Arch. Other
paging carriers include regional telephone companies and both small and large
paging service providers, such as Metrocall, Verizon, Arch and SkyTel. Certain
of these companies have substantially greater financial, technical and other
resources than the Company. In addition, a number of telecommunications carriers
(including providers of broadband PCS) have constructed or are in the process of
constructing nationwide wireless networks providing services that compete with
the Company's services, including wireless data services.

    A number of competing technologies, including cellular telephone service,
broadband and narrowband personal communication services, specialized mobile
radio, low speed data networks and mobile satellite services, are used in, or
projected to be used for, wireless data services. Cellular telephone technology
and broadband personal communications services provide an alternative
communications system for customers who are frequently away from fixed-wire
communications systems (i.e., ordinary telephones). Compared to cellular
telephone service and broadband service, wireless data and paging services are
generally less expensive, offer longer battery life, provide better in-building
penetration and extend over wider coverage areas. For those cellular customers
for whom convenience and price are considerations, wireless data and paging
services can compete successfully by complementing their cellular usage.
Management believes that wireless data and paging will remain one of the
lowest-cost forms of wireless messaging due to the low cost infrastructure
associated with wireless data and paging systems, as well as advances in
technology that are expected to reduce service costs. Broadband personal
communications services technologies are similar to cellular technology and
offer messaging services in a single handset. This technology will offer greater
capacity for wireless data services and, accordingly, is expected to result in
greater competition.

    Technological advances in the telecommunications industry have created, and
are expected to continue to create, new services and products competitive with
the wireless services currently provided by the Company. In addition, certain
companies are developing paging and wireless data services which may compete
with the paging and wireless data services which the Company expects to provide.
See "Risk Factors."

                                       10
<PAGE>

GOVERNMENT REGULATION

    Wireless messaging operations are subject to regulation by the FCC under the
Communications Act of 1934, as amended (the "Communications Act"), including the
amendments contained in the Telecommunications Act of 1996 (the "1996 Act").

    The Company provides wireless data and traditional paging services directly
to subscribers over its own transmission facilities. The Company (through
subsidiaries) holds three exclusive nationwide paging licenses (the "929 MHz
Licenses"), as well as exclusive licenses on various paging frequencies in
certain metropolitan areas, including New York, Los Angeles and Chicago.
Additionally, the Company holds a 50kHz unpaired nationwide narrowband personal
communications services ("PCS") license (the "Nationwide Narrowband License")
and five 50/50kHz paired regional narrowband PCS licenses (the "Regional
Narrowband Licenses"); the latter five licenses authorize the Company to operate
regional wireless data systems on the same frequencies throughout the
continental United States. The Nationwide Narrowband License was granted on
September 29, 1994, and the Regional Narrowband Licenses were granted on January
27, 1995. The Nationwide Narrowband License and the Regional Narrowband Licenses
are utilized in connection with the Company's wireless data network.

    Under FCC rules governing regulation of commercial mobile radio services
("CMRS"), licensees such as the Company must not engage in any unreasonably
discriminatory practices and are subject to complaints regarding any unlawful
practices. The Company is also subject to provisions that authorize the FCC to
provide remedial relief to an aggrieved party upon finding a violation of the
Communications Act and related customer protection provisions.

    The Company's licenses described above (the "Licenses") authorize the
Company to use the radio frequencies necessary to conduct its operations. The
Licenses prescribe the technical parameters, such as power output and tower
height, under which the Company is authorized to use those frequencies. The
Licenses are for varying terms of up to 10 years, at the end of which time
renewal applications must be submitted to the FCC for approval. The Nationwide
Narrowband License will expire on September 29, 2004 unless renewed by the
Company. The Regional Narrowband Licenses will expire on January 27, 2005 unless
otherwise renewed. FCC renewals are routinely granted and the FCC has
established policies that essentially ensure perfunctory renewal upon a
demonstration of compliance with FCC regulations and adequate service to the
public. Although the Company is unaware of the existence of any circumstances
which would prevent the grant of any pending or future renewal applications, the
Company cannot be assured that the Licenses will be renewed by the FCC in the
future. Furthermore, although revocation and involuntary modification of
licenses are extraordinary regulatory measures, the FCC has the authority to
restrict the operation of licensed facilities or to revoke or modify licenses.
No License of the Company has ever been revoked or modified involuntarily.

    The Communications Act requires licensees such as the Company to obtain
prior approval from the FCC for the assignment of any station license or the
transfer of control of any entity holding such licenses (in February 1998, the
FCC amended its rules to exempt pro forma transactions from this requirement).
The FCC has approved each transfer of control for which the Company has sought
approval. The Company also may apply for FCC authority to modify the technical
parameters of existing licenses and provide new services. Although there can be
no assurance that any requests for approval, or applications filed by the
Company will be approved or acted upon in a timely manner by the FCC, or that
the FCC will grant the relief requested, the Company has no reason to believe
any such requests, applications or relief will not be approved or granted.

    The Omnibus Budget Reconciliation Act of 1993 (the "Budget Act") imposed a
structure of regulatory fees which the Company is required to pay with respect
to its Licenses. The FCC increased these fees for fiscal year 1998, and left
them unchanged for fiscal years 1999 and 2000. The Company believes that these
regulatory fees will not have a material adverse effect on the Company's
business.

    The Company has complied with FCC requirements with respect to the buildout
of its existing paging network. There are separate FCC buildout requirements
with respect to the Company's Nationwide and Regional Narrowband Licenses. As a
nationwide narrowband PCS licensee, the Company must construct base stations
that provide coverage to a composite area of 750,000 square kilometers or serve
37.5% of the United States population within five years of the initial license
grant date and must construct base stations that provide coverage to a composite
area of 1,500,000 square kilometers or serve 75% of the United States population
within ten years of the initial license grant date. Additionally, as a regional
narrowband PCS licensee, the Company must construct base stations that provide
coverage to a composite area of 150,000 square kilometers or serve 37.5% of the
population of the service area within five years of its initial license grant
date and must construct base stations that provide coverage to a composite area
of 300,000 square kilometers or serve 75% of its service area population within
ten years of the initial license grant date. Failure to meet the construction
requirements would result in forfeiture of the license and ineligibility to
regain it. In 1999, the Company met the five-year construction requirements for
all of its Nationwide and Regional Narrowband Licenses, and on October 1, 1999,
certified this compliance to the FCC. In 2000, the FCC adopted the substantial
service standard as an alternative to the PCS construction requirements.

                                       11

<PAGE>

    In a rulemaking proceeding pertaining to interconnection between local
exchange carriers ("LECs") and CMRS providers, the FCC has concluded that LECs
are required to compensate CMRS providers for the reasonable costs incurred by
such providers in terminating traffic that originates at the LEC's facilities,
and vice versa. With regard to the negotiation of these mutual compensation
arrangements, the FCC has concluded that states have the authority under certain
circumstances to mandate a "bill and keep" arrangement on negotiating parties
(i.e., the LEC and the CMRS provider would charge each other a rate of zero for
the termination of the other's traffic). The Company believes that "bill and
keep" arrangements, if applied to its services, would not have a material
adverse effect on the Company's business.

    Consistent with this ruling mandating compensation for carriers terminating
LEC-originated traffic, the FCC has determined that LECs may not charge a CMRS
provider or other carrier for terminating LEC-originated traffic. Some LECs have
in the past been reluctant to comply with the FCC orders. These carriers have at
various points refused to pay the Company for terminating calls originating on
their networks and have threatened to terminate interconnection arrangements
with the Company if it does not pay for dedicated facilities used to terminate
LEC-originated traffic. The Company has in the past made certain payments to the
LECs under protest and has maintained reserves for payments that the LECs were
claiming were due. The FCC's staff has made it clear that under the FCC's
current rules, LECs may not charge CMRS providers for such facilities, although
these rules are being reconsidered and could be modified in the future. The FCC
released an Order on Reconsideration in June 2000, reiterating that LECs may not
charge a CMRS provider or other carrier for terminating LEC-originated traffic
or for such dedicated facilities. This Order has been appealed to the U.S. Court
of Appeals for the D.C. Circuit. It remains pending. In addition, the U.S. Court
of Appeals for the Ninth Circuit ruled that, under the Communications Act and
the FCC's rules implementing it, paging carriers are entitled to reciprocal
compensation for terminating calls that originate on a LEC's network. The Court
ruled, as telecommunication carriers, paging providers should be required to pay
charges for traffic originating on other carriers' networks. The Company
believes that this ruling will have a positive effect on its continuing efforts
to secure and maintain beneficial interconnection agreements with the LECs in
its service area.

    With regard to interconnection agreements, the 1996 Act requires LECs to
make available to any requesting carrier any interconnection service provided to
another carrier, on the same terms and conditions as provided to the other
carrier. Pursuant to this provision, the Company has entered into
interconnection agreements with Ameritech, Bell Atlantic, U.S. West and Bell
South, among others. These agreements all require the LECs to make payments to
the Company for the termination of calls originating on the LECs' networks.
These agreements have terms ranging from one to two years.

    As a result of the enactment of the 1996 Act, the Company has incurred
additional financial obligations. In November 1996, in response to a directive
in the 1996 Act, the FCC adopted rules that govern compensation to be paid to
pay phone providers. After the FCC's rules in this area were twice vacated by
the U.S. Court of Appeals for the D.C. Circuit, the FCC released an order
mandating that long distance carriers compensate pay phone providers 24(cent)
for each 800 number, similar toll-free-to-the-caller number and access code
(collectively, "800 Number") call during a two-year interim period. The long
distance carriers are expected either to pass this cost through to the paging
companies that provide 800 Number service to their subscribers or to block pay
phone calls to 800 Numbers. This could increase the cost of providing certain
800 Number messaging services or limit the utility of 800 Number service. The
FCC's Order to set the payphone compensation rate at 24(cent) was affirmed by
the U.S. Court of Appeals in 1999.

    Also, in response to changes made by the 1996 Act, the FCC has adopted rules
regarding payments by telecommunications firms into a revamped fund that will
provide for the widespread availability of telecommunications services,
including to low-income consumers ("Universal Service"). Prior to the
implementation of the 1996 Act, Universal Service obligations largely were met
by local telephone companies. Under the rules, all telecommunications carriers,
including paging companies, are required to contribute to the Universal Service
Fund. Payments into the fund will likely increase the cost of doing business and
could make the Company's service less competitive with the other services. The
mechanism to be used by paging providers in allocating revenues between
interstate and intrastate jurisdictions has not been fully resolved. Pending the
issuance of a final mechanism, the FCC established a "safe harbor" percentage of
12% for paging carriers that the agency believes reasonably approximates the
percentage of interstate revenues generated by such carriers.

    From time to time, legislation and regulations which could potentially
adversely affect the Company are proposed by federal and state legislators and
regulators. Legislation is currently in effect in Texas requiring companies to
contribute a portion of their taxable telecommunications revenues to a
Telecommunication Infrastructure Fund created by the state legislature.
Management does not believe that the Texas law will have a material adverse
effect on the Company's operations and is not aware of any other currently
pending legislation or regulations which will have a material adverse impact on
the Company's operations.

                                       12
<PAGE>

INTELLECTUAL PROPERTY

    The Company has established an intellectual property program to protect its
investment in its messaging and wireless data services and related proprietary
technologies.

    The Company has obtained both United States trademark and service mark
registrations for its PageMart word mark and is pursuing federal registration
for its WebLink Wireless mark. The Company owns registrations for 19 of its
marks in the United States. These federal registrations may be renewed as long
as the marks continue to be used in interstate commerce. At December 31, 2001,
the Company had 7 service mark/trademark applications pending before the United
States Patent and Trademark Office. The Company has also obtained, or is in
various stages of applying for, registrations for its PageMart and WebLink
Wireless marks and several of its other marks in approximately 20 other
countries or jurisdictions where the Company conducts or anticipates expanding
its international business. The Company has also taken steps to reserve
corporate names in certain foreign countries where the Company anticipates
expanding its international business.

    The Company is the owner of six United States patents, namely, United States
Patent Nos. 6,347,235; 6,353,606; 6,097,930; 6,097,969; 6,097,970 and 6,198,808.
The Company is also the owner of six United States patent applications and a
portfolio of foreign patent applications based on its United States patents and
patent applications. The inventions claimed in those United States patents and
patent applications cover aspects of the Company's current and possible future
messaging systems and related proprietary technologies. The Company may prepare
other United States patent applications. The Company's present intention is not
to rely primarily on intellectual property rights to protect or establish
further its market position; however, the Company is committed to developing a
portfolio of patents that it anticipates may be of value in negotiating
intellectual property rights with others in the industry. The Company does not
currently intend to broadly license its intellectual property rights.

RISK FACTORS

    In this section, "we," "our" and "us" refer to the Company and its
subsidiaries.

    The risks and uncertainties described below are not the only ones facing our
company. Additional risks and uncertainties not presently known to us or that we
currently believe to be immaterial may also adversely affect our business. If
any of the following risks and uncertainties develop into actual events, our
business, financial condition or results of operations could be materially and
adversely affected.

    WE PLAN TO REORGANIZE UNDER THE PROTECTION OF CHAPTER 11 OF THE BANKRUPTCY
CODE.

    We filed for protection under Chapter 11 of the Bankruptcy Code on May 23,
2001. We have entered into a non-binding letter of intent with a majority of our
secured creditors on the material terms of a plan of reorganization. See "Recent
Developments." We cannot predict the ultimate terms on which our indebtedness
will be restructured or the value that creditors will receive in any
restructuring. We do not expect our current stockholders to receive any value in
any restructuring. We expect their stock will be cancelled upon the
effectiveness of a plan or reorganization. We cannot assure you that we will be
able to successfully have confirmed a plan of reorganization acceptable to our
creditors. If the Company is unable to obtain confirmation of a plan of
reorganization, its creditors or equity security holders may seek other
alternatives for the Company. There can be no assurance that upon consummation
of a plan of reorganization there will be improvement in the Company's financial
condition or results of operations. The Company has incurred, and will continue
to incur, professional fees and other cash demands typical in bankruptcy.

    The Company believes that a timely emergence from Chapter 11 is essential to
maintaining its revenue streams so that it can cover its operating expenses. If
customers or strategic partners terminate their relationship with the Company
because of uncertainty over the Company's plans, then the Company may be unable
to reduce expenses to a sufficient level so that the Company has positive cash
flow.

    OUR PLANS TO REORGANIZE MAY AFFECT OUR RELATIONSHIPS WITH SUPPLIERS,
CUSTOMERS AND EMPLOYEES.

    Our plans to reorganize may adversely affect our ability to obtain supplies
and services from vendors on acceptable terms. Our suppliers may require us to
pre-pay or pay upon delivery ("C.O.D.") for goods and services, and/or impose
other terms and conditions which may have an adverse impact on our ability to
operate our business and to deliver products and services to our customers. Our
customers may seek alternative sources for our services, and we may be less able
to establish new customer relationships. In addition, our financial condition
and reorganization plans also may hinder our ability to attract and retain
qualified personnel.

                                       13
<PAGE>

    WE DEPEND ON THE ONGOING RELATIONSHIP WITH METROCALL AND OTHER LARGE
CUSTOMERS.

    In 2001, we received approximately 10.6% of our total revenues from
Metrocall pursuant to three strategic alliance agreements. Metrocall is expected
to file a petition under Chapter 11 in the near future. Consequently, any
decision by Metrocall to reject and terminate its agreement with us once it
files a petition under Chapter 11 or any continued disruption of Metrocall's
business that would prevent us from receiving payments from Metrocall under the
strategic alliance agreements would decrease our recurring revenues
significantly.

    We are now focusing on large strategic alliance and corporate customers. In
2001, we received approximately 31.7% of our total revenues from our top four
customers. These customers are expected to contribute an even greater portion of
our revenues in 2002. These large customers monitor the Company's reorganization
plans closely. Consequently, any decision by one or more of them to slow sales
programs or terminate agreements with us would decrease our recurring revenues
significantly.

    OUR FUTURE SUCCESS WILL DEPEND ON THE COMMERCIAL VIABILITY OF WIRELESS DATA
SERVICES.

    We cannot assure you that wireless data services, including wireless e-mail,
peer to peer messaging and information on demand, which are relatively new
products to the market, will be accepted in the marketplace and be commercially
viable. Wireless data services could be affected by matters beyond our control.
These matters include:

    -  the degree of market acceptance;

    -  the future availability and cost of subscriber devices;

    -  technological changes affecting wireless data services;

    -  marketing and pricing strategies of competitors; and

    -  regulatory developments and general economic conditions.

    WE HAVE A LONG HISTORY OF OPERATING LOSSES AND WE EXPECT THESE LOSSES TO
CONTINUE FOR AT LEAST THE NEXT COUPLE OF YEARS.

    We have sustained consolidated operating losses in each year of operations
since inception. We have sustained an aggregate $159.7 million operating loss
for the three year period ended December 31, 2001. We had a $68.8 million
operating loss in 2001. Although we had positive EBITDA of $45.4 million for
1999, $28.5 million for 2000, and $20.4 million for 2001, prior to 1996 we had
negative EBITDA in each year of our operations, which resulted principally from
expenditures associated with the growth of our subscriber base.

    We expect that our traditional paging operations will generate EBITDA at a
declining rate over the next year, which will be used primarily to help fund our
wireless data operations. We cannot assure you that our traditional paging
operations will continue to generate EBITDA or that our consolidated operations
will become profitable or generate positive EBITDA. If we do not generate
positive EBITDA, we may not be able to fund our operations or make any required
debt service payments.

    WE OPERATE IN A HIGHLY COMPETITIVE MARKET AND WE MAY BE UNABLE TO COMPETE
EFFECTIVELY, ESPECIALLY AGAINST COMPETITORS WITH GREATER FINANCIAL AND OTHER
RESOURCES.

    We face significant competition in all of our markets. Many of our
competitors, which include regional and national paging companies, providers of
broadband personal communications services and certain regional telephone
companies, possess significantly greater financial, technical and other
resources. Our competitors could adversely affect our results of operations by
devoting additional resources to the wireless data or traditional paging
business or focusing their strategy on our marketing and product niches. In
addition, a number of telecommunications companies (including broadband PCS
providers) have constructed or are in the process of constructing nationwide
networks that offer services similar to our services, including wireless data
services such as 2way messaging.

    SUBSCRIBER DISCONNECTIONS CAN ADVERSELY AFFECT OUR BUSINESS.

    Our results of operations are significantly affected by subscriber
disconnections. In order to realize net growth in units in service, disconnected
users must be replaced and additional users must be added. The sales and
marketing costs associated with

                                       14
<PAGE>

attracting new subscribers are substantial relative to the costs of providing
service to existing customers. For 1999, 2000 and 2001 consolidated average
monthly disconnection rates were 3.1%, 3.8% and 5.1%, respectively.

    OUR BUSINESS DEPENDS ON OUR KEY PERSONNEL.

    Our future success depends to a significant extent on the continued services
of our key executive officers. We have a retention plan that covers, among
others, all of our executive officers. We have entered into non-competition
agreements with all of our executive officers. Our ability to retain or attract
key personnel may be adversely affected by our bankruptcy proceedings. The loss
or unavailability of one or more of our executive officers, or our inability to
attract or retain key employees in the future, could adversely affect our
operations.

    BECAUSE OF THE FAST PACE OF TECHNOLOGICAL CHANGE IN THE TELECOMMUNICATIONS
INDUSTRY, THERE IS A RISK THAT WE WILL FALL BEHIND OR WILL FAIL TO SUCCESSFULLY
ADDRESS THIS CHANGE, WHICH COULD HARM OUR ABILITY TO COMPETE AND COULD
MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS AND RESULTS OF OPERATIONS.

    The telecommunications industry is characterized by rapid technological
change. Future technology advances in the industry may result in the
availability of new services or products that could compete directly with our
wireless data and paging services. Changes in technology could also lower the
cost of competitive products and services to a level where our products and
services become less competitive or we are required to reduce the prices of our
services. In particular broadband PCS networks have been constructed that are
now offering 2.5G data services and will do so over larger and larger
territories as the years progress, thus diminishing the competitive advantage of
the Company's ReFLEX wireless data services. The current 2.5G and the still to
be introduced 3G wireless data services offered by broadband PCS competitors
will be able to deliver data to handsets at much higher speeds and at lower cost
per megabyte of data that the Company's system.

    WE DEPEND ON KEY SUPPLIERS THAT WE DO NOT CONTROL.

    We do not manufacture any of the subscriber devices or infrastructure
equipment used in our operations. Historically, we bought subscriber devices
primarily from Motorola, Percomm and Glenayre and were dependent on such
manufacturers to obtain sufficient inventory for new subscriber and replacement
needs. Motorola announced that it will discontinue production of subscriber
devices in 2002. We believe Motorola intends to sell this product line to
another manufacturer. Glenayre has sold its designs and facilities for
production of wireless data subscriber devices that will use the next generation
of ReFLEX(R) software. The success of our business plan for 2003 and beyond is
dependent on our ability to purchase subscriber devices in adequate quantities
to meet our customers' demands. Our inability to fulfill customers' orders based
on shipment delays or the unavailability of devices would materially adversely
impact the Company's projected units in service, business and results of
operations in 2003 and beyond.

    We have purchased terminals, transmitters, receivers and other
infrastructure equipment primarily from Glenayre. We have been dependent on
Glenayre for sufficient infrastructure equipment to meet our expansion and
replacement requirements. In May 2001, Glenayre announced its intention to
discontinue operations of its wireless messaging business unit. Glenayre further
announced a "last time buy" for many wireless messaging products. We have also
been dependent on Motorola and Glenayre to continue to develop and improve
ReFLEX(R) technology so that the technology remains competitive in the
marketplace. While we believe Glenayre's discontinuance of its wireless
messaging product line will not adversely affect the Company, we cannot assure
you that Glenayre or any other manufacturer will continue to produce
infrastructure equipment or to develop ReFLEX technology in a manner and within
the timeframe desired or required by the Company. See "Products and Services -
Subscriber Devices" and "Transmission Network - Infrastructure Equipment" above.

    Like many other national paging companies, our network depends on the
continued availability of satellite communications. We utilize two satellites to
control most of our network. Each satellite has the additional capacity to
provide the service now provided by both. The mechanical failure of a satellite
would create a service outage in the part of our network served by that
satellite until we are able to re-orient the satellite dish antennas at each
transmission site to receive signals from the other satellite or a back-up
satellite. The simultaneous failure of both satellites could have a material
adverse effect on our operations. We do not carry insurance against this type of
event.

    OUR OPERATIONS ARE SUBJECT TO VARIOUS GOVERNMENT REGULATIONS.

    We and the rest of the wireless communications industry are subject to
regulation by the FCC and various state regulatory agencies. From time to time,
legislation and regulations could be adopted that could adversely affect our
business. See "Government Regulation," above.

                                       15
<PAGE>

EMPLOYEES

    At February 28, 2002, the Company had 760 full-time employees. No employees
of the Company are covered by a collective bargaining agreement, and management
believes the Company's relationship with its employees is good.

EXECUTIVE OFFICERS AND DIRECTORS OF REGISTRANT

    The Company's Board of Directors may be increased or decreased from time to
time so long as there are no fewer than three nor more than twelve members. The
directors, the executive officers who must report transactions in the stock of
the Company to the Securities and Exchange Commission, their positions with the
Company, and their ages as are as follows (all information is as of January 31,
2002 except as noted in the footnotes):

<Table>
<Caption>
           NAME                      AGE          POSITION
           ----                      ---          --------
<S>                                  <C>    <C>
N. Ross Buckenham................    44     President and Chief Executive
                                            Officer and Director
Frederick G. Anderson............    50     S.V.P., General Counsel and
                                            Secretary
Douglas S. Glen..................    44     S.V.P., Operations
Sandra D. Neal...................    53     S.V.P., Administration
Richard S. Nelson................    53     S.V.P., Business Sales
Thomas O. Pardoe.................    47     S.V.P., Marketing and Business
                                            Development
Kelly W. Prentiss................    42     V.P., Finance, Chief Financial
                                            Officer and Treasurer
W. Wayne Stargardt...............    49     S.V.P., Carrier Services
John D. Beletic..................    50     Chairman of the Board
Leigh J. Abramson(1)(2)..........    33     Director
Albert C. Black, Jr.(1)(2).......    42     Director
Dennis McClain(3)(1).............    53     Director
Joseph A. Pardo(2)...............    68     Director
</Table>

----------

(1) Member of Compensation Committee. Mr. McClain was appointed to the
    Compensation Committee in April 2002.

(2) Member of Audit Committee.

(3) Mr. McClain was first elected to the Board of Directors in March 2002
    replacing Guy de Chazal, who resigned as a director in February 2002.

    N. Ross Buckenham, President and Chief Executive Officer and Director. Mr.
Buckenham joined the Company in January 1996 as Vice President, PCS Strategy. He
became Vice President and General Manager, PCS in September 1996, and Executive
Vice President, General Manager, PCS in May 1997. He was promoted to President
in November 1997 and to President and Chief Executive Officer in December 2001.
Mr. Buckenham was elected a director in May 2001. Prior to joining the Company,
Mr. Buckenham was President of Touchtone Solutions, Inc., a telecommunications
and interactive voice response software and services company from 1992 to 1996.
From 1984 to 1991, Mr. Buckenham was with Aquanautics Corporation, initially as
Vice President of Development then as its President. From 1981 to 1984, Mr.
Buckenham was with Bain & Co. as a senior consultant to companies in the voice
processing, technology, finance and health care industries. Mr. Buckenham holds
an MBA degree from Harvard Business School. Mr. Buckenham currently serves as a
director of Retek, Inc.

    Frederick G. Anderson, Senior Vice President, General Counsel and Secretary.
Mr. Anderson joined the Company in August 1997 as Vice President, General
Counsel and Secretary, and became Senior Vice President, General Counsel and
Secretary in May 2001. Prior to joining the Company, Mr. Anderson was Senior
Vice President, General Counsel and Secretary of American Eagle Group, Inc., a
public specialty property and casualty insurance holding company, from March
1992 through July 1997. American Eagle's principal subsidiary, American Eagle
Insurance Company, was placed in receivership by the Texas Department of
Insurance in December 1997. Prior to joining American Eagle Group, Inc., Mr.
Anderson was engaged in the private practice of law as a partner in the
corporate and securities section of Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
an international law firm. Mr. Anderson has a JD degree from The University of
Texas at Austin.

    Douglas S. Glen, Senior Vice President, Operations. Mr. Glen rejoined the
Company in May 1999, as Vice President, Corporate Development, and became Vice
President, Business Sales Division in January 2000. He became Senior Vice
President, Network Services and Chief Network Officer in May 2001 and Senior
Vice President, Operations in October 2001. Prior to rejoining the Company, Mr.
Glen was Executive Vice President and Chief Operating Officer of Personal
Security and Safety Systems, Inc., a wireless technology company, from May 1998
until April 1999. Prior thereto, Mr. Glen held a number of positions with the
Company. Mr. Glen was named Vice President in July 1989 and was promoted to
Executive Vice President,

                                       16
<PAGE>

Strategic Alliances Business Unit in May 1997, and to President of the newly
organized Carrier Services Division in December 1997. Formerly, Mr. Glen was
Regional Manager and Director of Finance and Administration for Multicom, Inc.,
a subsidiary of PacTel Personal Communications, for three years. Mr. Glen served
as a director of PCIA, the industry trade association, and Chairman of the
Paging and Narrowband PCS Alliance from 1995 to 1997. Mr. Glen has a MBA degree
from The University of Texas at Austin.

    Sandra D. Neal, Senior Vice President, Administration. Ms. Neal joined the
Company as Vice President in July 1992. She was promoted to Executive Vice
President, Administration in January 1996 and became Executive Vice President,
Strategic Projects in January 1998 and Vice President, Customer Care Operations
in January 2000. She became Senior Vice President, Customer Care Operations in
May 2001 and Senior Vice President, Administration in October 2001. Prior to
joining the Company, Ms. Neal was Vice President of Customer Service for Tigon,
a voice messaging service provider, from 1989 to 1992. Previously, Ms. Neal held
the positions of Vice President of Finance and Controller at Tigon from 1986 to
1989. Before joining Tigon, Ms. Neal was a practicing certified public
accountant from 1979 to 1986.

    Richard S. Nelson, Senior Vice President, Business Sales. Mr. Nelson joined
the Company as Vice President, Marketing in June 1992. Mr. Nelson was named Vice
President of International in March 1996. He became Senior Vice President,
International in May 2001 and Senior Vice President, Business Sales in October
2001. Before joining the Company, Mr. Nelson was Vice President of Marketing for
American Eagle, at American Airlines, where he held various staff positions from
1972 to May 1992. Mr. Nelson earned his MA degree from Northwestern University
and his MBA from the University of Dallas.

    Thomas O. Pardoe, Senior Vice President, Marketing and Business Development.
Mr. Pardoe joined the Company as Vice President, Marketing in April 2000. He
became Senior Vice President, Marketing in May 2001 and Senior Vice President,
Marketing and Business Development in October 2001. Prior to joining the
Company, Mr. Pardoe was at GTE from January 1997 to April 2000, most recently as
Vice President of Marketing overseeing the consumer wireline business. Before
that, Mr. Pardoe spent 15 years in marketing positions at ConAgra, Alberto
Culver, and Procter & Gamble. Mr. Pardoe earned his MBA from Brigham Young
University.

    Kelly W. Prentiss, Vice President, Finance, Chief Financial Officer and
Treasurer. Mr. Prentiss joined the Company as Senior Manager of Financial
Reporting and Investor Relations in December 1996. He became Director of
Financial Reporting and Investor Relations in May 2000 and Department Vice
President, Finance and Director of Investor Relations in February 2001. In
October 2001, he became Vice President, Finance. Mr. Prentiss was promoted to
Vice President, Finance, Chief Financial Officer and Treasurer of the Company in
January 2002. Mr. Prentiss has a MBA degree from the University of North Texas,
and he is a certified public accountant.

    W. Wayne Stargardt, Senior Vice President, Carrier Services. Mr. Stargardt
joined the Company in May 1996 as Vice President, Marketing. Mr. Stargardt
became Vice President of Carrier Services in May 1998. He became Senior Vice
President, Carrier Services in May 2001. Prior to joining the Company, Mr.
Stargardt served as Vice President of Marketing for Pinpoint Communications
Inc., a venture-funded start-up company developing a wireless
radiolocation-based mobile data network, from 1991 to January 1996. Mr.
Stargardt has a MBA degree from Harvard Business School.

    John D. Beletic, Chairman of the Board. Mr. Beletic joined the Company as
President and a director in March 1992. Mr. Beletic became Chief Executive
Officer of the Company in February 1994 and Chairman of the Board in August
1994. In November 1997, Mr. Beletic continued as the Chairman and Chief
Executive Officer with Mr. Buckenham assuming the position of President. In
December 2001, Mr. Beletic continued as Chairman of the Board with Mr. Buckenham
assuming the position of Chief Executive Officer. Prior to joining the Company,
Mr. Beletic spent a year in venture capital, and he served for five years as
President and Chief Executive Officer of The Tigon Corporation ("Tigon"), a
leading voice mail service provider. Tigon was acquired by Ameritech Development
Corporation, a wholly-owned subsidiary of American Information Technologies
Corporation in 1988. Mr. Beletic currently serves as a director of TESSCO
Technologies, Inc., iPass, Inc. and Triton PCS Holdings, Inc.

    Leigh J. Abramson, Director. Mr. Abramson has been a Director of the Company
since August 1994. He is currently a Principal of Morgan Stanley & Co.
Incorporated ("Morgan Stanley") and of Morgan Stanley Dean Witter Capital
Partners. Mr. Abramson has been with Morgan Stanley since 1990, first in the
Corporate Finance Division and, since 1992, in the Private Equity Division. Mr.
Abramson is also a Director of Silgan Holdings. Mr. Abramson was designated by
Morgan Stanley Capital Partners III, L.P. pursuant to the Amended and Restated
Stockholders Agreement among the Company and certain stockholders of the Company
dated as of June 8, 2000.

    Albert C. Black, Jr., Director. Mr. Black has been a director of the Company
since February 2000. Since 1982, he has been President and Chief Executive
Officer of On-Target Supplies & Logistics, Ltd., a privately held company that
distributes office

                                       17
<PAGE>

supplies and equipment and administers the logistics of warehousing and delivery
services. Mr. Black is a member of the board of directors of JP Morgan Chase of
Texas, the Greater Dallas Chamber of Commerce, the Dallas Black Chamber of
Commerce and Paul Quinn College, and a member of the advisory board of Texas
Utilities.

    Dennis McClain, Director. Mr. McClain has been a director of the Company
since March 2002. Since 1986, he has been the Chief Executive Officer of
Temerlin McClain, an advertising agency division of Interpublic Group of
Companies, which is an advertising and marketing communications company.

    Joseph A. Pardo, Director. Mr. Pardo has been a director of the Company
since March 2001. Since July 2000, Mr. Pardo has been Chairman of Phoenix
Advisors, LLC. Mr. Pardo was Executive Vice President, Finance and
Administration for the Estate of W.T. Grant Company from 1976 to 1984. He was
Trustee of the W.T. Grant Company from 1984 to 1995. He was a director of The
Phoenix Resource Companies, Inc. from 1990 to 1996, the last two years of which
he was chairman of the board. Currently Mr. Pardo is Trustee of the Valley Rivet
Company and the Singer Creditor Trust, Trustee of the Creditors Trust for FPA
Medical Management and Trustee for L.B.S.C.I. Unsecured Creditors Trust. He is
Chairman of the Board of Directors of the reorganized Brothers Gourmet Coffee
Company and is also one of three trustees holding stock of said company for the
benefit of creditors. Mr. Pardo is also a director of Lexington Precision
Corporation.

CORPORATE STRUCTURE

    PageMart, Inc. was incorporated as a Delaware corporation on May 8, 1989. In
January 1995, PageMart, Inc. effected a corporate reorganization pursuant to
which PageMart Nationwide, Inc., a Delaware corporation, became the holding
company parent of PageMart, Inc. In December 1995, the name of PageMart
Nationwide, Inc. was changed to PageMart Wireless, Inc. On January 28, 1998,
PageMart, Inc. was merged into PageMart Wireless, Inc. with PageMart Wireless,
Inc. as the surviving corporation. On December 1, 1999, the name of PageMart
Wireless, Inc. was changed to WebLink Wireless, Inc.

ITEM 2. PROPERTIES

    The principal tangible assets of the Company are its messaging network
equipment, which includes switching terminals, transmitters, receivers and a
host of related equipment such as satellite and digital link controllers,
satellite dishes, antennas, cable, etc.

    The Company acquired the narrowband PCS Licenses, utilized in its wireless
data network, in auctions held by the FCC. The narrowband PCS Licenses permit
the nationwide operation of the wireless data network with 100kHz of outbound
capacity and 50kHz of return capacity.

    The Company generally leases the locations used for its transmission and
receiving facilities under operating leases. These leases are generally for five
years or less. The Company does not anticipate material difficulty in renewing
these leases or finding equally suitable alternate facilities on acceptable
terms. During 2001, the Company leased approximately 178,500 square feet of
office space for its corporate headquarters in Dallas, Texas. In February 2002,
the Company amended the office lease to reduce the amount of space leased to
89,457 square feet and extended the expiration date by two years. The lease has
a cost in 2002 of approximately $2.1 million, and is subject to annual
escalations during its term. The lease expires on, January 31, 2010 and the
Company has a renewal option for an additional five year term. The Company
leases varying amounts of space for call centers and other facilities at various
locations. Aggregate annual rental charges under site and office leases were
approximately $32.2 million for 2001.

ITEM 3. LEGAL PROCEEDINGS

    In March and April of 2001, the Company was served with five lawsuits
against it and John D. Beletic, its chairman, seeking to recover an unspecified
amount of monetary damages allegedly caused by the Company's alleged fraudulent
scheme to artificially inflate the price of the Company's common stock through a
series of alleged false and misleading statements to the market and alleged
material omissions in violation of federal and state securities laws. Four of
the lawsuits are filed in the U.S. District Court for the Northern District of
Texas and seek class action status on behalf of persons who purchased the
Company's common stock on the open market during the period from December 29,
2000, through February 20, 2001. The fifth lawsuit was filed in the Dallas
County Court at Law on behalf of a single stockholder that purchased the
Company's common stock on the open market during the same time period. The fifth
suit has been removed to the same federal court in which the other suits are
filed. No discovery has yet occurred, and the Company believes the lawsuits have
no merit. During the pendancy of the Chapter 11 case, plaintiffs are stayed
under Section 362 of the Bankruptcy Code from pursuing the claims in the
lawsuits.

                                       18
<PAGE>

         In October 2001, Glenayre filed a motion in the Bankruptcy Court to
modify the automatic stay allowing Glenayre to foreclose on collateral and
terminate non-exclusive software licenses. As of the Petition Date, the Company
was indebted to Glenayre in the amount of $8.6 million (the "Indebtedness") for
the purchase of certain network equipment and software licenses. The
Indebtedness is secured by such equipment and software licenses, which represent
only a small fraction of the infrastructure equipment that comprises the
Company's network. Nevertheless, the software licenses held by the Company
relating to such equipment are necessary for the Company to continue its current
operations. The Company does not believe that Glenayre's arguments to terminate
the software licenses would ultimately be successful; however, the issues raised
by Glenayre's pleadings have not been definitively decided by the courts in the
jurisdiction where the Company's bankruptcy proceedings are ongoing. Therefore,
in order to avoid further litigation and to maintain its relationship with
Glenayre, the Company is negotiating an overall settlement with Glenayre that it
expects will address the continued use of the licenses and Glenayre Care
maintenance and support services. Portions of this settlement will likely be
subject to confirmation of a plan of reorganization providing certain defined
benefits for Glenayre. While the Company believes that it will reach a
settlement with Glenayre, no assurance of this can be given.

    The Company is involved in various other lawsuits arising in the normal
course of business. In management's opinion, the ultimate outcome of these other
lawsuits will not have a material adverse effect on the results of operations or
financial condition of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None.

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
        MATTERS

    The Company's Class A Common Stock, $0.0001 par value, is traded on the
over-the-counter bulletin board under the symbol WLNKA. There currently is no
public market for the Company's Class B, Class C or Class D Common Stock. Class
A Common Stock is convertible by certain holders thereof into either Class B or
C Common Stock. Classes B, C and D Common Stock are convertible into Class A
Common Stock. The following table indicates the high and low sales prices for
the Company's Class A Common Stock for the last two years:

<Table>
<Caption>
                                         High        Low
                                        -------    -------
<S>                                     <C>        <C>
2000:
   First Quarter.....................   $ 27.25    $ 12.38
   Second Quarter....................     14.00       4.38
   Third Quarter.....................     16.50       6.06
   Fourth Quarter....................     10.81       1.59

2001:
   First Quarter.....................   $  3.69    $  0.09
   Second Quarter....................      0.16       0.03
   Third Quarter.....................      0.07       0.03
   Fourth Quarter....................      0.17       0.03
</Table>

    As of January 31, 2002, the Company's Class A, Class B and Class D Common
Stock was held by approximately 227, 8 and 5 holders of record, respectively.
There were no shares of Class C Common Stock outstanding.

    The Company has not paid dividends on the common stock since its
organization in 1989. The Company currently intends to retain future earnings
for the development of its business and does not anticipate paying cash
dividends on its common stock in the foreseeable future. The Company's future
dividend policy will be determined by its Board of Directors on the basis of
various factors, including the Company's results of operations, financial
condition, capital requirements and investment opportunities. In addition, the
Company's debt instruments substantially restrict (and currently prohibit) the
payment of cash dividends.

ITEM 6. SELECTED FINANCIAL DATA

    The following table sets forth summary historical financial information and
operating data for each of the five fiscal years ended December 31, 2001. The
financial information and operating data were derived from, and should be read
in conjunction with, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements
of the Company and the Notes thereto included elsewhere in this report.

                                       19
<PAGE>

<Table>
<Caption>
                                                              FISCAL YEAR ENDED DECEMBER 31,
                                          ------------------------------------------------------------------------
                                            1997(1)        1998(2)         1999(2)         2000          2001
                                          ------------   ------------   ------------   ------------   ------------
                                                   (IN THOUSANDS, EXCEPT UNIT, PER SHARE AND ARPU DATA)
<S>                                       <C>            <C>            <C>            <C>            <C>

STATEMENT OF OPERATIONS DATA:
Recurring revenues .....................  $    206,907   $    250,899   $    259,858   $    239,905   $    201,810
Network revenues .......................            --             --             --          4,735          3,182
Equipment revenues .....................        70,871         56,838         64,563         45,336         21,710
                                          ------------   ------------   ------------   ------------   ------------
Total revenues .........................       277,778        307,737        324,421        289,976        226,702
Cost of equipment sold .................        86,175         69,150         72,035         63,265         28,015
                                          ------------   ------------   ------------   ------------   ------------
                                               191,603        238,587        252,386        226,711        198,687
Operating expenses .....................       194,194        239,935        285,146        284,835        267,534
                                          ------------   ------------   ------------   ------------   ------------
Operating loss .........................        (2,591)        (1,348)       (32,760)       (58,124)       (68,847)
Interest expense .......................       (38,499)       (43,798)       (65,310)       (65,649)       (35,076)
Interest income ........................           501          3,187            579          1,246            201
Other ..................................        (3,298)        (3,549)        (2,376)         2,553         (1,310)
Bankruptcy reorganization items ........            --             --             --             --         (3,209)
                                          ------------   ------------   ------------   ------------   ------------
Loss before extraordinary item and
  accounting change ....................  $    (43,887)  $    (45,508)  $    (99,867)  $   (119,974)  $   (108,241)
                                          ============   ============   ============   ============   ============
Loss before extraordinary item and
  accounting change per common share
  (basic and diluted) ..................  $      (1.10)  $      (1.13)  $      (2.47)  $      (2.63)  $      (2.33)
Weighted average number of common
  shares and share equivalents
  outstanding (basic and diluted) ......        39,922         40,246         40,500         45,514         46,497
BALANCE SHEET DATA (AT PERIOD END):
Current assets .........................  $     84,133   $     74,537   $     63,895   $     66,510   $     47,875
Total assets ...........................       361,876        494,055        451,930        444,454        360,077
Current liabilities ....................       104,973        120,750        101,526        629,541        649,924
Long-term debt, less current
  maturities ...........................       289,344        462,079        538,185          5,356          1,374
Stockholders' deficit ..................       (32,441)       (90,022)      (188,440)      (203,084)      (302,814)
OTHER DATA:
Units in service (at period end) .......     2,530,737      2,651,004      2,662,995      2,218,340      1,536,319
Net subscriber additions (losses) ......       671,330        120,267         11,991       (444,655)      (682,021)

ARPU(3) ................................  $       7.80   $       8.06   $       8.17   $       8.09   $       9.10
EBITDA(4) ..............................        27,261         42,072         45,387         28,459         20,449
Cash flows from operating activities ...        37,235         75,592         24,084          4,459         (7,780)
Cash flows from investing activities ...       (68,498)      (168,745)       (44,682)       (48,031)       (14,226)
Cash flows from financing activities ...        16,997        102,292         13,562         40,229         28,879
Capital expenditures including
  capital leases .......................        67,506        168,546         45,736         54,276         14,377
Dividends paid/declared ................            --             --             --             --             --
Depreciation and amortization ..........        29,852         43,420         78,147         78,050         75,496
Deficiency of earnings to fixed
  charges(5)(6) ........................       (43,887)       (70,511)       (97,579)      (115,513)      (105,615)
</Table>

----------

(1) It has been determined that it is impracticable to reclassify balances per
    the Emerging Issues Task Force's abstract number 00-14 "Accounting for
    Certain Sales Incentives" ("EITF 00-14") for 1997 due to the fact that the
    information required by EITF 00-14 was not captured during those periods.
    The reclassification required by EITF 00-14 would not change operating loss,
    EBITDA as defined in footnote 4, below or net income for the periods.

(2) Amounts have been reclassified to reflect the principles established in EITF
    00-14 and to reflect that the $3.8 million charge originally recorded as an
    extraordinary item as a result of the 1998 satellite failure has been
    reclassified as operating expense.

(3) Average monthly revenue per unit ("ARPU") is calculated by dividing (i)
    domestic recurring revenues, consisting of fees for airtime, voice mail,
    customized coverage options, excess usage fees and other recurring revenues
    and fees associated with the subscriber base, for the quarter by (ii) the
    average number of domestic units in service for the quarter. ARPU is stated
    as the monthly average for the final quarter of the period.

(4) EBITDA represents earnings (loss) before interest, taxes, depreciation and
    amortization, amortization on stock compensation and restructuring charges.
    EBITDA is a financial measure commonly used in the Company's industry.
    EBITDA is not derived pursuant to generally accepted accounting principles
    ("GAAP") and therefore should not be construed as an alternative to
    operating income, as an alternative to cash flows from operating activities
    (as determined in accordance with GAAP) or as a measure of liquidity. The
    calculation of EBITDA does not include commitments of the Company for
    capital expenditures and payment of debt and should not be deemed to
    represent funds available to the Company. The Company's definition of EBITDA
    may not be comparable to similarly titled measures used by other companies.
    Management believes the presentation of EBITDA is useful information to the
    investor because it depicts results of operations without considering the
    sunk costs of capital equipment (i.e., depreciation), the cost of financing
    (i.e., interest) and taxes. There are no legal or functional requirements
    that limit discretionary use of funds depicted by EBITDA.

(5) For purposes of calculating the deficiency of earnings to fixed charges, (i)
    earnings is defined as net loss plus fixed charges and (ii) fixed charges as
    interest expense plus amortization of debt issuance costs and the interest
    portion of rental and lease expense.

(6) The 1998 deficiency of earnings to fixed charges is increased by $13.8
    million in extraordinary items and $11.4 million of capitalized interest.

                                       20
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

    The following is a discussion of the results of operations and financial
condition of the Company for the three years ended December 31, 2001. This
discussion should be read in conjunction with the Company's Consolidated
Financial Statements and the Notes thereto included elsewhere in this report.
Certain prior years' amounts have been reclassified to conform with the current
year presentation.

    This Form 10-K contains forward-looking statements. In addition to
statements that speak to a time in the future, the words "estimate," "project,"
"plan," "expect," "believe", "anticipate", "intend", and similar expressions are
intended to identify forward-looking statements. Readers are cautioned that such
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 involve
risks and uncertainties, and are subject to change based on various important
factors. The factors set forth herein under "Business-Risk Factors" and in other
filings with the SEC, as well as the following factors, could affect the
Company's financial performance and could cause actual results to differ
materially from those expressed in such forward-looking statements: the effect
on the Company's business of operating while in Chapter 11 bankruptcy
proceedings; the ability of the Company to continue operating as a going concern
and successfully emerge from bankruptcy pursuant to a reorganization plan that
provides for the Company to remain substantially intact; economic conditions and
consumer confidence generally in the United States; the impact of technological
change in the telecommunications industry; the future cost and availability of
network infrastructure and subscriber devices; the impact of competition from
broadband and narrowband personal communication service providers; pricing
pressures on wireless data and paging products and services; the timely market
acceptance of new products and services such as 2way messaging; changes in
regulation by the Federal Communications Commission ("FCC") and various state
regulatory agencies; and potential technical problems relating to the Company's
wireless data network. See "Business-Risk Factors."

    In late 2000 and the first quarter of 2001, the Company expected that its
operations would not generate sufficient cash flow in 2001 to fund its operating
expenses, capital expenditures and interest payments. In the first quarter of
2001, the market environment continued to deteriorate and the Company was unable
to raise the necessary capital. As a result, the Company's Board of Directors
and management decided to explore other alternatives such as restructuring the
Company's debt and/or a strategic combination with a company that would
complement the Company's business. However, based on the Company's cash
constraints and its inability to raise immediate capital, the Company decided to
bring its expenditures more in line with its then current revenues.

    In February 2001, the Company significantly reduced the size of its field
sales strategic business unit ("SBU"). As a part of that downsizing, the Company
closed approximately 17 of its field sales offices and one of its customer
support centers. The Company had a reduction-in-force ("RIF") of approximately
128 employees. However, the Company's efforts to find a strategic combination
continued, and on April 2, 2001, the Company and Metrocall, Inc. ("Metrocall")
announced that they had agreed to merge. The companies planned to effect the
merger through concurrent Chapter 11 bankruptcy reorganizations commencing in
May 2001. The consummation of the merger was subject to the satisfaction of
certain conditions, including each company's ability to obtain adequate
financing.

    At that time, the Company's operating plans were based on receiving
approximately $50 million in debtor-in-possession ("DIP") financing to cover the
Company's cash requirements in 2001 through the Chapter 11 process. However, the
Company was unable to secure that level of commitment. As a result, it was
necessary for the Company to develop a revised financial plan which would allow
the Company to continue operations at an expense level more consistent with its
then current cash flow from operations. As a result, in May 2001 the Company
closed its 7 remaining field sales offices, one of its call centers and laid off
approximately 250 employees.

    In mid May 2001, Metrocall announced that it was terminating the merger
agreement. The Company determined that its best course was to pursue a stand
alone reorganization, a financing transaction or a strategic combination through
the bankruptcy process.

    On May 23, 2001 (the "Petition Date"), WebLink Wireless and its
subsidiaries, PageMart PCS, Inc. and PageMart II, Inc., filed voluntary
petitions for relief under Chapter 11 ("Chapter 11") of title 11 of the United
States Code Sections 101-1330, as amended (the "Bankruptcy Code"), and is
presently operating its business as debtors-in-possession subject to the
jurisdiction of the United States Bankruptcy Court for the Northern District of
Texas, Dallas Division (the "Bankruptcy Court"). The Chapter 11 cases are being
jointly administered for procedural purposes only before the Bankruptcy Court
under case no. 01-34275-SAF-11.

                                       21
<PAGE>

     In July 2001, the Bankruptcy Court entered an order approving a $15 million
debtor-in-possession credit facility ("DIP Facility") provided by the two
principal lenders of the Company's pre-petition secured credit facility (the
"DIP Lenders"). On December 31, 2001 the DIP Lenders commitment to lend under
the DIP Facility expired, at which time there was no balance outstanding under
the DIP Facility.

    In September 2001, the Company announced that over the course of the year
its monthly revenues had declined significantly. Some of this decline was
expected and planned for in the Company's revised budget in May. However,
neither the full extent nor the full duration of the decline was, or could have
been, anticipated at that time. The Company had experienced a substantial
decrease in revenues from its consumer customers attributable primarily to its
National Retail and Reseller SBUs. The Company anticipated further revenue
declines in these consumer areas until such time as the economy rebounded and
less expensive wireless data devices became available.

     As a result, to further align its expenses with its revenues and to
capitalize on its strengths, the Company began focusing its resources on its
core telecommunications wholesale business and its core strategic national
accounts business. As part of the internal refocusing, WebLink announced on
October 31, 2001 that it would be eliminating its National Retail SBU and
streamlining it operations by consolidating its distribution and sales efforts
into two SBUs - Carrier Services and Business Sales. See "Business-Sales and
Marketing". This consolidation resulted in additional RIF's in November and
December 2001. By year end, the Company had laid off most of its National Retail
SBU employees, closed all but one of its call centers, consolidated its
distribution and warehouse facilities and further reduced the personnel in its
corporate headquarters. Approximately 320 positions were eliminated through
these two RIF's. In addition, the Company rejected through the bankruptcy
process substantially all of its material contracts with its traditional and
online retailers, which terminated its relationship with these retailers and
allowed the Company to avoid paying significant continuing fees and costs that
would otherwise have been associated with termination of these agreements.

     The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
continuity of operations, realization of assets and liquidation of liabilities
and commitments in the normal course of business. The Chapter 11 filing and
related circumstances, including the Company's debt structure, default on all
pre-petition debt, significant negative working capital and recurring losses, as
well as current economic conditions, raise substantial doubt about the Company's
ability to continue as a going concern. The appropriateness of reporting on the
going concern basis is dependent upon, among other things, confirmation of a
plan of reorganization, success of future operations, the ability to generate
sufficient cash from operations and/or financing sources to meet obligations,
and availability of subscriber devices and network infrastructure and related
support. See "Liquidity and Capital Resources." As a result of the Chapter 11
filing and related circumstances, however, such realization of assets and
liquidation of liabilities are subject to significant uncertainty. The financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that may result in the event that the Company is unable to continue
as a going concern. While under the protection of Chapter 11, the Company may
sell or otherwise dispose of assets and liquidate or settle liabilities for
amounts significantly different from those reflected in the accompanying
consolidated financial statements. Additionally, the amounts reported on the
consolidated balance sheet could change materially because of changes in
business strategies and the effects of any proposed plan of reorganization.

GENERAL

    The Company provides wireless data services through its Wireless Data
Division, and paging services through its Traditional Paging Division. The
Company has constructed and operates a wireless data network which covers
approximately 90% of the U.S. population. The Company has incurred significant
capital expenditures and operating losses associated with the implementation and
deployment of its wireless data services.

    During 2001, the Company sold or leased wireless messaging end-user devices
to subscribers, retailers and resellers. The Company earned recurring revenues
from subscribers and resellers in the form of fixed periodic fees and incurred
substantial operating expenses in offering its services, including technical,
customer service and general and administrative expenses.

    Since commencing operations in 1990, the Company has invested heavily in its
wireless communications network and administrative infrastructure in order to
establish nationwide coverage and centralized customer service and
administrative support functions. The Company incurs substantial fixed operating
costs related to its wireless communications infrastructure, which is designed
to serve a larger subscriber base than the Company currently serves. The Company
has sustained consolidated operating losses in each year of operations since
inception. The Company sustained an aggregate $159.7 million operating loss from
1999 to 2001 with a $68.8 million operating loss recorded in 2001. The Wireless
Data Division has generated operating losses each year beginning in 1995 and
management expects this trend to continue into 2002, with $51.4 million
operating losses in 2001. In the

                                       22
<PAGE>

third quarter of 1997, the Company began generating operating profits in its
Traditional Paging Division. However, in the fourth quarter of 2000, the
Traditional Paging Division sustained a $1.5 million operating loss with $16.5
million of operating losses in 2001. Management expects this trend to continue.
The Company expects consolidated operating losses to continue through 2004.

    The Company's strategy is to expand its wireless data subscriber base and to
increase profitability and cash flow through greater utilization of its
nationwide wireless communications network. From the introduction of wireless
data services in December 1998 to December 31, 2001, the number of wireless data
units in service increased to 508,089. None of the Company's growth is
attributable to acquisitions. The Company intends to achieve unit growth by
promoting its wireless data services through its Carrier Services and Business
Sales SBU's.

    In the fourth quarter of 2001, the Company consolidated its five SBUs into
two. The Carrier Services SBU now includes the former Reseller SBU and Wireless
Control Systems (Telemetry) SBU, as well as the International division. The new
Business Sales SBU is a combination of the former National Retail, National
Accounts and Field Sales SBUs.

    The Company sells and leases its subscriber units through the following
distribution channels: (i) private brand strategic alliances, wireless data
network alliances, local and regional resellers and telemetry resellers through
its Carrier Services SBU, (ii) direct business accounts and national and
regional retail stores through its Business Sales SBU. The Company's primary
emphasis is on indirect sales through it Carrier Services SBU and sales to major
corporate accounts through the Business Sales SBU. As a result of rejecting
substantially all of its material contracts with its traditional and online
retailers, sales to consumers through retail stores will decline dramatically as
retailers' existing inventories are depleted. At December 31, 2001, 69% of the
Company's domestic units in service originated from the Carrier Services SBU and
31% from the Business Sales SBU.

    The Company has historically sold, rather than leased, most of the
subscriber units used by its subscribers. As a result, the Company has had much
less capital invested in subscriber units than many other paging carriers since
it has recouped a substantial portion of subscriber unit costs upon sale to
subscribers, retailers and resellers. This has resulted in significantly lower
capital expenditures and depreciation expense than if the Company had leased
units to its subscribers.

    The Company derives its recurring revenue primarily from fixed periodic fees
for services. Consequently, the Company's ability to recoup its initial selling
and marketing costs, to meet operating expenses and to achieve profitability is
dependent on the average length of time that each customer continues to utilize
the Company's service, as operating results benefit from the recurring payments
of the fixed fees without the incurrence of additional selling expenses by the
Company. Conversely, operating results are adversely affected by customer
disconnections. Each month a percentage of the Company's existing customers have
their service terminated for a variety of reasons, including failure to pay for
service, dissatisfaction with service and switching to a competing service
provider. Average monthly disconnect rates are calculated by dividing (a) the
sum of (i) the subscriber disconnections from each of the Carrier Services SBU's
strategic alliance partners, to the extent that each partner has net
disconnections, (ii) net subscriber disconnections from the local reseller
channel, taken as a whole, and (iii) subscriber disconnections from all national
retail and direct sales channels, by (b) the total number of units in service at
the beginning of the period. Disconnect rates are stated as the monthly average
of each period presented.

    The Company's Subscriber Service Agreement provides, "after activation,
neither WebLink nor any retailer will issue customer credits for used or unused
services for which payment has been received". However, it is the Company's
present policy to allow customers 365 days to apply credits for unused services
to future services. For customers who have terminated services and have a net
credit balance, such amounts are classified as current liabilities in the
Company's consolidated balance sheets. Upon the expiration of 365 days,
unapplied credit balances in customer accounts will be recognized as revenue and
debit balances in customer accounts will be written off to allowance for
doubtful accounts.

    Approximately 90% of the Company's monthly average revenue per unit ("ARPU")
is attributable to fixed fees for airtime, coverage options and features. The
remainder is dependent on usage. Management anticipates that the Company's
consolidated ARPU will increase as subscriber additions in the Wireless Data
Division increase, since wireless data services yield a significantly higher
ARPU than traditional paging services. Management anticipates that the Company's
Traditional Paging Division's ARPU will decline somewhat in the foreseeable
future.

    EBITDA represents earnings (loss) before interest, taxes, depreciation and
amortization, and amortization of stock compensation and restructuring charges.
EBITDA is a financial measure commonly used in the Company's industry. EBITDA is
not derived pursuant to generally accepted accounting principles ("GAAP"), and
therefore should not be construed as an alternative to operating income, as an
alternative to cash flows from operating activities (as determined in accordance
with GAAP) or as a measure of liquidity. The calculation of EBITDA does not
include commitments of the Company for capital expenditures and payment of debt
and should not be deemed to represent funds available to the Company. The
Company's definition of

                                       23
<PAGE>

EBITDA may not be comparable to similarly titled measures used by other
companies. Management believes the presentation of EBITDA is useful information
to the investor because it depicts results of operations without considering the
sunk costs of capital equipment (i.e., depreciation), the cost of financing
(i.e., interest) and taxes. There are no legal functional requirements that
limit discretionary use of funds depicted by EBITDA.

RESULTS OF OPERATIONS

    The following discussion assumes the Company's ability to continue its
operations as a going concern and, as a result, does not include adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that might result from
the outcome of that uncertainty.

    Historically, the Company has had three segments. Effective January 1, 2002,
the Company will have one segment since the Company is restructuring its
business and simplifying management reporting.

FISCAL YEARS 1999, 2000 AND 2001

WIRELESS DATA DIVISION

    The Company's Wireless Data Division is expected to be the source of the
Company's growth in the future. Nationwide coverage was first offered on
December 15, 1998 with coverage to 70% of the U.S. population. When the wireless
data network was substantially completed in April 1999, approximately 90% of the
U.S. population was covered. The following discussion analyzes the results of
the division's operations, unless otherwise indicated.

Units in Service

    The Company had 61,575 units in service as of December 31, 1999 compared to
353,780 as of December 31, 2000 and 508,089 as of December 31, 2001. The Company
received its first shipments of full 2way wireless data devices in February
2000. In September 2000, the Company began receiving shipments of the Motorola
Talkabout T900 which has contributed significantly to the unit growth in the
Wireless Data Division. In July 2000, the Company added its first units in
telemetry. As of December 31, 2001, the Company had 7,400 telemetry units in
service included in total Wireless Data units in service.

    Unit additions were 60,800, 292,205 and 154,309 in 1999, 2000 and 2001,
respectively. In the quarters ended December 31, 2000 and 2001, the Wireless
Data Division's average monthly disconnection rates were 2.2% and 2.23%,
respectively.

Revenues

    Revenues for 1999 were $13.4 million compared to $40.1 million for 2000 and
$93.3 million for 2001. Recurring revenues for the same periods were $5.5
million, $26.7 million and $73.8 million, respectively. Revenues from equipment
sales for the same periods were $7.9 million, $8.7 million and $16.3 million,
respectively. Network revenues comprised of: (1) non-recurring engineering fees;
(2) construction revenues related to the installation of transmitting and
receiving equipment; and (3) non-airtime service revenues, were $0 for 1999 as
no strategic alliance partners had entered the second phase of its network
affiliation agreement with the Company; $4.7 million in 2000 as Verizon had
elected phase two of its network affiliation agreement with the Company and the
Company completed the construction of a custom network for the U.S. Department
of Energy; and $3.2 million in 2001. ARPU was $16.94 for the three months ended
December 31, 1999 compared to $12.56 for the same period in 2000 and $11.98 in
2001. Management expects Wireless Data's ARPU will decline somewhat in 2002.

    During the third quarter of 2000, the Company initiated its national retail
sales efforts for the new Motorola T900. This sales program includes certain
sales incentives paid to retailers when the product is sold by the retailer.
These sales incentives, which result in a loss on the product, are recorded as a
reduction to equipment revenue in the period the products are shipped to
retailers, which is consistent with the Emerging Issues Task Force's abstract
number 01-09, "Accounting for Consideration Given by a Vendor to a Customer
(Including a Reseller of the Vendor's Products) ("EITF 01-09"). Due to the
nature of the arrangements with retailers, the Company is not recognizing
revenue on units shipped to the retailers until the retailers sell the unit to a
consumer, as the Company is unable to reasonably estimate the level of product
returns. Hence, equipment revenue received from the retailer is recorded as
deferred revenue until the device is sold to the consumer. Likewise, product
sold subject to the right of return by the retailer is recorded as an asset
until sold to the consumer. The Company recorded $4.7 million and $0.6 million
for units held in retailers' inventory at December 31, 2000 and 2001,
respectively. All consumer rebates are recorded upon activation by the customer
as a deferred charge based on the Company's estimated redemption rate. The
deferred charge is recognized as a reduction in airtime revenue over the service
period commitment. In the fourth quarter of 2001, the Company de-emphasized its
retail

                                       24
<PAGE>

distribution channels and product sales to retailers are expected to be
significantly reduced. Additionally, in the fourth quarter 2001, the Company
rejected and terminated a significant number of contracts with retailers through
the bankruptcy process and therefore will no longer accept returns from those
retailers. Accordingly, the product sold subject to right of return decreased
significantly from the prior year. Equipment sales to retailers are not bundled
with airtime revenues from subscribers as each transaction is a separate
earnings process.

    During the fourth quarter of 2000, the Company adopted Staff Accounting
Bulletin Number 101 ("SAB 101") with an effective date of January 1, 2000. SAB
101 requires the deferral of revenue when the earnings process is not complete.
The earnings process associated with equipment revenue from the sale of wireless
data devices, except those sold through the national retail channel, is not
complete because airtime is an integral part of the transaction in instances
when the Company sells both the device and airtime to the same individual. As a
result, the Company is deferring the recognition of equipment revenue over the
three year expected life of a wireless data subscriber. The Company has recorded
$12.6 million and $11.6 million in 2000 and 2001 respectively in deferred
revenue associated with SAB 101, which is recorded as other long-term
liabilities.

Cost of Equipment Sold

    The cost of equipment sold for 1999 was $8.3 million compared to $19.3
million for 2000 and $21.8 million for 2001.

    The Company recognizes an immediate loss in the amount of the cost of
equipment sold in excess of revenue, and the remaining cost of equipment sold is
deferred and recognized over the three year expected life of a subscriber. The
Company recorded $12.4 million and $11.1 million in 2000 and 2001, respectively,
in deferred cost of equipment associated with SAB 101, which is recorded in
other assets.

Operating Expenses

    Technical expenses were $27.0 million for 1999 compared to $31.8 million for
2000 and $33.0 million for 2001. As the number of wireless data units in service
have increased, additional resources have been allocated to support those
customers, some or all of which were shifted from the Traditional Paging
Division.

    General and administrative expenses (including costs associated with
customer service, field administration and corporate headquarters) for 1999,
2000 and 2001 were $5.7 million, $10.4 million and $24.8 million, respectively.
As the number of wireless data units in service have increased, additional
resources have been allocated to support those customers, most or all of which
were shifted from the Traditional Paging Division.

    Selling expenses for 1999 were $6.1 million compared to $17.9 million for
2000 and $11.4 million for 2001. The reduction in selling expenses in 2001 is
largely attributable to the Company's reductions in work force and proactive
cost cuts.

    Depreciation and amortization was $35.2 million for 1999 compared to $41.7
million for 2000 and $46.7 million for 2001. The nationwide buildout of the
Company's wireless data network was substantially completed in April 1999.
Management anticipates depreciation and amortization expense to increase as it
continues to allocate more of its resources to the expansion and development of
wireless data services.

TRADITIONAL PAGING DIVISION

    The Company provides domestic paging services in its Traditional Paging
Division. This division is a mature business requiring only a maintenance level
of capital investment. Management expects EBITDA from this division to decline
in 2002. The Traditional Paging Division has produced operating profits for 1999
and 2000. However, beginning in the fourth quarter of 2000, this division began
incurring operating losses. The following discussion analyzes the results of the
Traditional Paging Division's operations, unless otherwise indicated.

Units in Service

    Units in service from domestic paging operations were 2,559,353, 1,864,560
and 1,028,230 as of December 31, 1999, 2000 and 2001, respectively. In addition,
for 1999, PageMart Canada's units in service were 70,111. As a result of its
ownership interest in PageMart Canada, the Company's proportional share of the
units in service of PageMart Canada was 42,067 units at December 31, 1999. On
February 1, 2000, the Company sold its ownership interest in PageMart Canada;
therefore, the Company no longer reports a proportional share of the units in
service of PageMart Canada (see Note 4 to the Consolidated Financial Statements
of the Company).

                                       25
<PAGE>

    The Company's paging operations experienced a net decrease of 59,174,
694,793 and 836,330 units in service in 1999, 2000 and 2001, respectively, as
the general market for traditional paging declines. In the quarters ended
December 31, 2000 and 2001, the Traditional Paging Division's average monthly
disconnection rates were 5.2% and 5.6%, respectively. Management believes there
is a declining market for traditional paging services, and demand appears to be
shifting to the higher quality and greater benefits of wireless data services.
Management expects the significant decline in the Traditional Paging Division's
number of units to continue in 2002.

Revenues

    Total revenues for 1999, 2000 and 2001 were $310.4 million, $249.7 million
and $133.3 million, respectively. Recurring revenues for airtime, voice mail and
other services for the same periods were $254.4 million, $213.2 million and
$128.0 million, respectively. Revenues from equipment sales for 1999, 2000 and
2001 were $56.1 million, $36.5 million and $5.3 million, respectively. Recurring
revenue declined in 2000 and 2001 primarily due to a decreased subscriber base.
Equipment revenue decreased in 2000 and 2001 due to the decrease in demand for
traditional paging services and a decrease in price of the paging devices.
Management expects recurring and equipment revenues to decrease over the next
several quarters as the subscriber base continues to decrease.

The Company's ARPU was $7.98, $7.30 and $7.99 in the final quarter of 1999, 2000
and 2001, respectively. The increase from 2000 to 2001 is primarily due to a
change in subscriber mix. Management expects ARPU to decline somewhat in the
foreseeable future.

Cost of Equipment Sold

    The cost of equipment sold in 1999, 2000 and 2001 was $63.3 million, $43.6
million and $6.1 million, respectively. The decrease in 2000 and 2001 was
primarily due to decreased demand for traditional paging services. The Company
expects subscriber device costs to generally remain relatively constant. The
cost of equipment sold is recognized when subscriber devices are shipped to the
retailers, usually before the devices are placed into service. The Company has
historically sold rather than leased the majority of devices in the Traditional
Paging Division.

Operating Expenses

    Technical expenses were $49.6 million, $38.0 million and $37.2 million in
1999, 2000 and 2001, respectively. The Traditional Paging Division's technical
expenses in 2000 were also affected by a $7.3 million reduction related to the
effect of interconnection arrangements with local exchange carriers of the
Telecommunications Act of 1996 and associated FCC and court rulings. The Company
does not expect any future reductions in technical expense related to the
interconnection arrangements. In 2001, the Company incurred $3,000 in technical
expenses associated with international operations. No such costs were incurred
in 1999 and 2000.

    General and administrative expenses (including costs associated with
customer service, field administration and corporate headquarters) in 1999, 2000
and 2001 were $75.0 million, $68.0 million and $56.0 million, respectively. The
decrease in 2000 and 2001 was largely due to increased operating efficiencies
and the transfer of resources to the Wireless Data Division. In 2001, the
Company incurred $468,000 in general and administrative expenses associated with
international operations. No such costs were incurred in 1999 and 2000.

    Selling expenses in 1999, 2000 and 2001 were $42.9 million, $31.7 million
and $14.9 million, respectively. The decrease from 1999 to 2000 is the result of
the maturation of the Traditional Paging Division's operations. The reduction of
selling expenses in 2001 is largely attributable to the Company's reductions in
work force and proactive cost cuts and the transfer of resources to the Wireless
Data Division. During 1999, 2000 and 2001, the Company incurred $0.6 million,
$0.5 million and $0.5 million, respectively in selling expenses associated with
international operations.

    Depreciation and amortization in 1999, 2000 and 2001 was $43.0 million,
$36.4 million and $28.8 million, respectively. The decrease from 1999 to 2000
and 2000 to 2001 resulted from the spending of only maintenance levels in
capital expenditures. Depreciation and amortization should decline over the next
few years. In 2001, the Company incurred $2,000 in depreciation and amortization
expenses associated with international operations. No such costs were incurred
in 1999 and 2000.

                                       26
<PAGE>

CONSOLIDATED

Restructuring

    In the first quarter of 2001, the Company closed seventeen field sales
offices and one of its customer support centers. The Company had a reduction in
force of approximately 128 employees. In the second quarter of 2001, the Company
closed its seven remaining field sales offices and one call center and reduced
its workforce by approximately 250 employees. In the fourth quarter of 2001, the
Company terminated most of its National Retail SBU employees, closed its San
Antonio, Texas call centers, consolidated its distribution and warehouse
facilities and further reduced the personnel in its corporate headquarters.
Approximately 320 positions were eliminated. The Company incurred approximately
$5.8 million of restructuring costs in 2001.

    As a result of the restructuring, the Company expects technical, general and
administrative, and selling expenses to decrease in 2002 from the 2001 levels.

Amortization of Stock Compensation

    On February 10, 2000, 1,075,000 shares of Phantom Stock were granted under
the WebLink Wireless, Inc. 2000 Flexible Incentive Plan with a three year
vesting period. Based on the closing market price of $23.8125 reported on Nasdaq
on February 10, 2000, these grants have an aggregate market value of $25.6
million. On December 6, 2001, 1,000,000 shares of the Phantom Stock were
surrendered to the Company. As a result, approximately $8.5 million of deferred
compensation related to unvested phantom stock was reversed. The compensation
cost associated with the grants is recorded as amortization of stock
compensation over the vesting period. Accordingly, $8.5 million was incurred in
2000 and $8.0 million in 2001.

Interest Expense

    As of May 23, 2001, the petition date, the Company discontinued making any
cash interest payments, but it continued recording interest expense for only
debt that will continue to be paid during the Chapter 11 proceeding or that is
probable to be an allowed priority, secured or unsecured claim. Therefore, the
Company is not recording the interest expense associated with the 11 1/4% Senior
Subordinated Discount Exchange Notes due 2008 ("11 1/4% Notes"), the 15% Senior
Discounted Exchange Notes due 2005 ("15% Notes"), and the amortization of the
deferred debt issuance costs associated with the 11 1/4% Notes and 15% Notes
("DDIC"). The Company continued to record interest expense related to a vendor
financing arrangement and the credit agreement led by Bankers Trust Company and
Morgan Stanley Senior Funding, Inc., as amended ("Amended Credit Facility"). The
following table details the contractual and actual interest expense for the
years ended December 31, 2001 and 2000 (dollars in millions):

<Table>
<Caption>
                                      CONTRACTUAL INTEREST EXPENSE                      ACTUAL INTEREST EXPENSE
                                      ----------------------------     ------------------------------------------------------------
                                               Period ended               Period Ended         Period Ended         Period Ended
                                             December 31, 2001         December 31, 2001     December 31, 2000    December 31, 1999
                                      ----------------------------     -----------------     -----------------    -----------------
<S>                                   <C>                              <C>                   <C>                  <C>
11 1/4% Notes ........................        $     29.1                $     11.2              $     27.9           $     27.6
15% Notes ............................              31.1                      12.3                    30.9                 32.0
DDIC for 11 1/4% & 15% notes .........               1.1                       0.4                     1.2                  1.3
Vendor Financing .....................               1.1                       1.1                     0.1                  0.4
Amended Credit Facility ..............               8.8                       8.8                     4.3                  2.6
Bank Fees on Amended Credit Facility..               0.4                       0.4                     1.1                  0.9
DIP interest .........................               0.6                       0.6                      --                   --
Capital Leases .......................               0.3                       0.3                      --                   --
Other ................................                --                        --                     0.1                  0.5
                                              ----------                ----------              ----------           ----------
                                              $     72.5                $     35.1              $     65.6           $     65.3
                                              ==========                ==========              ==========           ==========
</Table>

    Interest expense was favorably affected by the conversion of $84.5 million
accreted value of the 11 1/4% Notes into equity during March 2000. Interest
expense related to the 11 1/4% Notes is non-cash pay, since cash payment of
interest was to commence in February 2003. Interest expense of $31.9 million and
$3.2 million was allocated to the Wireless Data Division and the Traditional
Paging Division, respectively in 2001.

    The Company incurred approximately $0.7 million of interest and fees in
association with the debtor-in-possession financing for the year ended December
31, 2001, discussed under "Liability and Capital Resources."

                                       27
<PAGE>

Net Loss

    The Company's consolidated net loss for 1999 was $99.9 million. The Company
sustained consolidated losses before extraordinary item and the cumulative
effect of an accounting change in 2000 of $120.0 million including a $3.3
million gain recognized from the sale of the Company's investment in its
Canadian affiliate in the first quarter of 2000 (see Note 4 to the Consolidated
Financial Statements of the Company). An extraordinary gain of $2.3 million was
recognized in the first quarter of 2000 in conjunction with the early retirement
of $84.5 million accreted value of the 11-1/4% Notes. In addition, $0.1 million
of expense was recognized as a cumulative effect of accounting change in
connection with the adoption of SAB 101 (see Note 2 to the Consolidated
Financial Statements of the Company). Including the extraordinary item and the
change in accounting, the Company's consolidated net loss in 2000 was $117.8
million. The Company sustained consolidated losses before bankruptcy
reorganization items and extraordinary item of $105.0 million in 2001.
Bankruptcy reorganization items, consisting principally of legal and
professional fees were $3.2 million. An extraordinary gain of $0.3 million was
recognized in the fourth quarter of 2001 for the forgiveness of debt. Including
the bankruptcy reorganization items and extraordinary gain, the Company's
consolidated net loss for 2001 was $107.9 million.

Allocation of Debt and Equity to Segments

    The Company has allocated equity and debt between its Wireless Data and
Traditional Paging Divisions. The methodology the Company follows results in the
attribution of the proceeds of each offering based on the specific capital and
operating requirements of each segment. Free cash flow, defined as EBITDA less
capital expenditures ("Free Cash Flow"), generated by a division is utilized to
reduce its respective debt allocation. As of December 31, 2001, $154.0 million
and $186.6 million of equity and $519.4 million and $40.5 million of debt has
been allocated to the Wireless Data and Traditional Paging Divisions,
respectively.

    As previously discussed, effective January 1, 2002, the Company will
collapse its operations into one reporting segment.

SELECTED QUARTERLY RESULTS OF OPERATIONS

    The table below sets forth management's presentation of the results of the
Wireless Data and Traditional Paging Divisions' operations and other data on a
quarterly basis for the eight most recent fiscal quarters. This presentation
should be read in conjunction with the Consolidated Financial Statements of the
Company and the Notes thereto included elsewhere in this report and the
Company's quarterly reports on Form 10-Q for the corresponding periods below,
and should not be considered in isolation or as an alternative to results of
operations that are presented in accordance with GAAP. (Certain amounts in the
prior quarters have been reclassified to conform with the current quarter's
presentation. These reclasses include adjustments made for the adoption of SAB
101, EITF 00-14, as well as miscellaneous other reclasses.)

                                       28
<PAGE>

<Table>
<Caption>
WIRELESS DATA DIVISION
(IN THOUSANDS, EXCEPT OTHER DATA)                                      THREE MONTHS ENDED
                                ------------------------------------------------------------------------------------------------
                                MARCH 31,    JUNE 30,   SEPT. 30,      DEC. 31,    MARCH 31,    JUNE 30,   SEPT. 30,   DEC. 31,
                                  2000         2000       2000            2000       2001         2001       2001        2001
                                ---------   ---------   ---------      ---------   ---------   ---------   ---------   ---------
                                                                          (UNAUDITED)
<S>                             <C>         <C>         <C>            <C>         <C>         <C>         <C>         <C>
Recurring revenues              $   4,049   $   4,939   $   6,768      $  10,959   $  16,412   $  19,599   $  19,660   $  18,128
Network revenues                      654       2,253         800          1,028         863         781         769         769
Equipment revenues                  1,007       3,238       1,669          2,730       4,919       2,992       2,330       6,040
                                ---------   ---------   ---------      ---------   ---------   ---------   ---------   ---------
                                    5,710      10,430       9,237         14,717      22,194      23,372      22,759      24,937
Cost of equipment sold              1,219       4,312       7,532          6,264       7,002       4,399       3,366       7,082
Technical expenses(1)               7,077       7,764       7,713          9,228       8,709       8,058       7,816       8,401
General and administrative
  expenses(2)                       1,307       1,383       3,329          4,348       6,454       6,598       7,040       4,744
Selling expenses                    2,730       3,858       4,832          6,529       4,852       2,803       2,364       1,411
Restructuring charges                  --          --          --             --         160       1,265         975         500
Depreciation and amortization      10,059      10,398      10,841         10,398      11,790      11,874      11,756      11,266
Amort. of stock compensation        1,067       1,066       1,067          1,066       1,066       1,067       1,066         801
                                ---------   ---------   ---------      ---------   ---------   ---------   ---------   ---------
Operating loss (EBIT)           $ (17,749)  $ (18,351)  $ (26,077)     $ (23,116)  $ (17,839)  $ (12,692)  $ (11,624)  $  (9,268)
                                =========   =========   =========      =========   =========   =========   =========   ==========

EBITDA (3)                      $  (6,623)  $  (6,887)  $ (14,169)(5)  $ (11,652)  $  (4,823)  $  (1,514)  $   2,173   $   3,299
                                =========   =========   =========      =========   =========   =========   =========   =========
Other data:
Ending units in service            94,297     146,809     227,864        353,780     477,112     517,511     500,376     508,089
ARPU (4)                        $   17.32   $   13.66   $   12.04      $   12.56   $   13.17   $   13,14   $   12.88   $   11.98
</Table>

<Table>
<Caption>
TRADITIONAL PAGING DIVISION
(IN THOUSANDS, EXCEPT OTHER DATA)                                         THREE MONTHS ENDED
                                -------------------------------------------------------------------------------------------
                                 MARCH 31,      JUNE 30,       SEPT. 30,     DEC. 31,    MARCH 31,    JUNE 30,   SEPT. 30,
                                   2000           2000           2000          2000         2001        2001       2001
                                ----------     ----------     ----------     ---------   ----------  ----------  ----------
                                                                          (UNAUDITED)
<S>                             <C>            <C>            <C>            <C>         <C>         <C>         <C>
Recurring revenues              $   58,891     $   58,639     $   52,220     $   43,440  $   39,068  $   33,961  $   28,363
Equipment revenues                  11,416         10,879          9,519          4,695       2,134       1,970         865
                                ----------     ----------     ----------     ---------   ----------  ----------  ----------
                                    70,307         69,518         61,739         48,135      41,202      35,931      29,228

Cost of equipment sold              12,626         14,115         10,265          6,550       3,038       1,920         683
Technical expenses(1)                9,654          9,297          7,076         11,957      10,831      11,110       9,906
General and administrative
  expenses(2)                       18,448         18,199         14,698         16,688      16,711      15,637      13,199
Selling expenses                     9,661          8,758          8,398          4,849       4,498       4,035       3,600
Restructuring charges                                                                           160       1,264         976
Depreciation and amortization        9,439          9,433          8,980          8,502       8,450       8,500       5,960
Amort. of stock compensation         1,067          1,066          1,067          1,067       1,067       1,066       1,067
                                ----------     ----------     ----------     ---------   ----------  ----------  ----------
Operating income (EBIT)         $    9,412     $    8,650     $   11,255     $ $(1,478)  $   (3,553) $   (7,601) $   (6,163)
                                ==========     ==========     ==========     =========   ==========  ==========  ==========
EBITDA (3)                      $   19,918     $   19,149     $   21,302     $    8,091  $    6,124  $    3,229  $    1,840
                                ==========     ==========     ==========     ==========  ==========  ==========  ==========
Adjusted EBITDA                 $   17,719(6)  $   14,819(6)  $   14,439(6)  $    8,091  $    6,124  $    3,229  $    1,840
                                ==========     ==========     ==========     ==========  ==========  ==========  ==========
Other data:
Ending units in service          2,387,444      2,280,655      2,105,282      1,864,560   1,613,704   1,403,625   1,193,372
ARPU (4)                        $     7.94     $     8.37     $     7.94     $     7.30  $     7.49  $     7.50  $     7.28

<Caption>

TRADITIONAL PAGING DIVISION
(IN THOUSANDS, EXCEPT OTHER DATA)   THREE MONTHS ENDED
                                    ------------------
                                         DEC. 30,
                                           2001
                                    ------------------
                                       (UNAUDITED)
<S>                                   <C>
Recurring revenues                    $   26,619
Equipment revenues                           353
                                      ----------
                                          26,972

Cost of equipment sold                       426
Technical expenses(1)                      5,327
General and administrative
  expenses(2)                             10,460
Selling expenses                           2,727
Restructuring charges                        500
Depreciation and amortization              5,898
Amort. of stock compensation                 800
                                      ----------
Operating income (EBIT)               $      834
                                      ==========
EBITDA (3)                            $    8,032
                                      ==========
Adjusted EBITDA                       $    8,032
                                      ==========
Other data:
Ending units in service                1,028,230
ARPU (4)                              $     7.99
</Table>

<Table>
<Caption>
CONSOLIDATED
(IN THOUSANDS)                                                     THREE MONTHS ENDED
                           -----------------------------------------------------------------------------------------------------
                            MARCH 31,    JUNE 30,     SEPT. 30,    DEC. 31,     MARCH 31,   JUNE 30,     SEPT. 30,     DEC. 30,
                              2000         2000         2000         2000         2001        2001          2001         2001
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                        <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
Cash flow from operating
  activities               $    8,743   $      641   $   (9,675)  $    4,750   $  (21,669)  $    2,225   $   10,612   $    1,052
Cash flow from investing
  activities                   (6,353)     (12,270)     (12,556)     (16,852)      (9,823)      (1,266)      (1,355)      (1,782)
Cash flow from financing
  activities                    7,896          225       23,388        8,720       30,144         (610)        (353)        (302)
</Table>

(1) Technical expenses exclude depreciation and amortization expenses.

(2) General and administrative expenses exclude amortization of stock
    compensation expense.

(3) Earnings (loss) before interest, taxes, depreciation and amortization,
    amortization of stock compensation and restructuring charges. See discussion
    in "Selected Financial Data."

(4) Calculated by dividing recurring revenues for the quarter by the simple
    average number of units in service during that quarter. Stated as the
    monthly average for the quarter.

(5) Excluding $4.3 million of sale incentives for units held in retailers'
    inventory, EBITDA would have been $9.8 million for the quarter.

(6) Excluding one-time revenues, reductions in technical expense associated with
    the Telecommunications Act of 1996, the increased equipment losses
    associated with the Percomm launch, and/or certain other one-time items.

                                       29
<PAGE>

SEASONALITY

    Device usage is slightly higher during the spring and summer months, which
is reflected in higher incremental usage fees earned by the Company. Only the
Company's retail sales are generally subject to seasonal fluctuations.

CRITICAL ACCOUNTING POLICIES

    For a discussion of critical accounting policies of the Company, see Note 2
to the Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

    The Company's operations have historically required substantial capital
investment for the development and installation of its wireless communications
network, the procurement of subscriber units, and expansion into new and
existing markets. To date, these investments by the Company have been funded by
the proceeds from the issuance of common stock, preferred stock and notes and
borrowings under bank and vendor financing arrangements.

    Capital expenditures were $45.7 million, $54.3 million and $14.4 million for
1999, 2000 and 2001, respectively. Capital expenditures for 1999 include
approximately $20.3 million related to the development and expansion of its
wireless data network, $3.3 million for the Company's traditional paging
network, $1.3 million for facilities, $10.6 million for computer hardware and
software and $10.2 million for leased subscriber units. Capital expenditures for
2000 include approximately $18.0 million related to the expansion and
improvement of its wireless data network, $0.9 million for the Company's
traditional paging network, $0.9 million for facilities, $17.7 million for
leased pagers and $16.8 million for computer hardware and software. Capital
expenditure for 2001 include approximately $5.8 million related to the expansion
of its wireless data network, $0.6 million for the Company's traditional paging
network, $7.0 million for computer hardware and software and $1.0 million for
leased subscriber units. In September 2000, the Company signed a Volume Purchase
Agreement with Glenayre in which the Company committed to purchase or license
$20.8 million of network infrastructure equipment and software through December
31, 2001. (See Note 8 to the Consolidated Financial Statements of the Company).
This agreement expired on December 31, 2001, at which time the Company had
purchased $9.5 million under this agreement. The remaining $10.5 million
purchase commitment was an obligation incurred prior to the Petition Date. As
such, any claim submitted in the Chapter 11 proceeding with respect to such
amount will be treated as an unsecured claim under any plan of reorganization
proposed by the Company.

    The Company's net cash provided by operating activities for 1999 and 2000
was $24.1 million and $4.5 million, respectively. Net cash used in operating
activities for 2001 was $7.8 million. Net cash used in investing activities was
$44.7 million, $48.0 million and $14.2 million for 1999, 2000 and 2001,
respectively, and were primarily for capital expenditures. Net cash provided by
financing activities was $13.6 million, $40.2 million and $28.9 million for
1999, 2000 and 2001, respectively. Cash provided by financing activities
resulted primarily from the borrowing of $25.0 million under the Credit Facility
in 1999, in 2000 primarily from borrowings of $28.4 million under the Credit
Facility, $8.5 million of proceeds from the issuance of common stock under the
Company's stock option plans and $3.7 million from borrowings on the vendor
financing arrangement and in 2001 from borrowing under the amended credit
facility of $25.1 million and the vendor financing arrangement of $5.7 million.

    The 11-1/4% Notes, which are unsecured senior subordinated obligations of
the Company, mature in 2008 and were issued at a substantial discount from their
principal amount at maturity. In March 2000, the Company issued 3.8 million
shares of its class A common stock in exchange for $84.5 million accreted value
($115.9 million maturity value) of the 11-1/4% Notes.

    The 15% Notes, which are unsecured senior obligations of the Company, mature
in 2005 and were issued at a substantial discount from their principal amount at
maturity. The 15% Notes were fully accreted by February 1, 2000. From and after
August 1, 2000, interest on the 15% Notes is payable semiannually, in cash. As a
result of the Chapter 11 filing, beginning with the August 1, 2001 interest
payment, interest has not been paid on the 15% Notes.

    In March 1997, the Company entered into a vendor financing arrangement with
an infrastructure vendor (the "Vendor Financing Arrangement"), providing for the
financing of infrastructure and other equipment over a period of 60 months from
the date of initial drawdown. In September 2000, the maximum aggregate amount
available was amended from $30 million to $10 million and is secured by the
equipment purchased. The interest rate applicable to such financing is equal to
the sum of 7% and the London interbank offered rate ("LIBOR") as published in
The Wall Street Journal for three-month maturities or the sum of 4.25% and the
U.S. prime rate of interest as published in The Wall Street Journal. As of
December 31, 2001, the Company had $8.6 million outstanding under the Vendor
Financing Arrangement. During 2001, the Company borrowed an additional $5.7
million and at December 31, 2001 $8.6 million was outstanding. (See Note 7 to
the Consolidated Financial Statements of the Company.) The weighted average
interest rate for borrowings outstanding during the three months ended December
31, 2001 was 13.75%.

                                       30
<PAGE>

    In December 2000, the Company amended its credit facility to provide
borrowings up to $80 million with an additional $20 million upon further
approval of the banks. In the first quarter of 2001, the Company borrowed an
additional $25.1 million to pay the interest due on the 15% Notes and support
general operations. As of December 31, 2001, $78.5 million was outstanding in
the form of term loans and $1.3 million in two letters of credit as security for
the capital leases of computer equipment. As of December 31, 2001, the Company
had no monies available under the Amended Credit Facility. The Amended Credit
Facility bears interest at the bank's prime rate plus 3.5% or at LIBOR plus
4.5%. The weighted average interest rate on the amounts borrowed for the period
from January 1, 2001 to December 31, 2001 was 10.0%.

    On July 17, 2001, the Bankruptcy Court approved $15 million of
debtor-in-possession ("DIP") financing. The DIP financing was provided by the
two principal lenders on the Amended Credit Facility. During the third quarter,
the Company borrowed and paid back $1.0 million on the DIP financing. Total fees
and interest incurred on the DIP financing for the year ended December 31, 2001
were approximately $676,000. The commitment to loan expired on December 31,
2001, at which time there was no balance outstanding under the DIP financing.

    As of December 31, 2001, the Company's principal indebtedness was $262.9
million under the 11 1/4% Notes, $207.3 million under the 15% Notes, $78.5
million under the Amended Credit Facility, $8.6 million under the Vendor
Financing Arrangement and $2.6 million under capital lease obligations. The
Company has classified the outstanding debt on the 11 1/4% Notes and the 15%
Notes as current maturities of long-term debt as of December 31, 2000, because
it was believed that the Company would not be able to comply with existing
covenants through 2001. As of December 31, 2001, these maturities are classified
as liabilities subject to compromise. The amounts borrowed under the Vendor
Financing Arrangement and the Amended Credit Facility are secured and not
subject to compromise, however are classified as current maturities of long-term
debt at December 31, 2001, because the Company is in default as a result of the
Chapter 11 filing.

    The indentures under which the 15% Notes and the 11 1/4% Notes were issued,
the Vendor Financing Arrangement and the Amended Credit Facility contain certain
restrictive covenants that, among other things, limit the ability of the Company
to incur indebtedness, pay dividends, repurchase capital stock, engage in
transactions with stockholders and affiliates, create liens, sell assets, enter
into leases and engage in mergers and consolidations, and the Amended Credit
Facility requires the Company to maintain certain operating and financial
performance measures and limits the ability of the Company to make capital
expenditures. At December 31, 2001, the Company was not in compliance with such
covenants. During the pendancy of the Chapter 11 case, lenders may not pursue
remedies for failure to comply with such covenants unless they obtain the
approval of the Bankruptcy Court to lift the automatic stay imposed by Section
362 of the Bankruptcy Code.

    Construction of the Company's wireless data network is substantially
complete, dramatically reducing the historical level of capital expenditures
required to support the network. In addition, in 2001 the Company reduced its
cost of equipment sold and operating expenses before depreciation and
amortization and amortization of stock compensation by approximately 19%. As a
result, the Company's cash requirements are currently significantly lower than
requirements of the last several years.

    As of December 31, 2001, the Company had approximately $14.0 million in cash
and cash equivalents. The Company believes that cash on hand and funds from
operations will enable the Company to meet its current operating and capital
expenditure requirements for 2002. Until a plan of reorganization is approved,
the Company's long-term liquidity and adequacy of its capital resources cannot
be fully determined.

    Inherent in a successful plan of reorganization is a capital structure which
permits the Company to generate sufficient cash flow after reorganization to
meet its restructured obligations and fund the current obligations of the
Company. Under the Bankruptcy Code, the rights and treatment of pre-petition
creditors and stockholders may be substantially altered. At this time, it is not
possible to predict the outcome of the Chapter 11 case, in general, or the
effects of such case on the business of the Company or on the interest of
creditors and stockholders. Management believes that it is highly unlikely that
current equity security holders will receive any distribution under any
reorganization plan.

OFF-BALANCE SHEET LIABILITIES

    At December 31, 2001, the Company had no material off-balance sheet
liabilities.

COMMITMENTS AND CONTINGENCIES

    For a discussion of material commitments and contingencies of the Company,
see Note 8 in the Consolidated Financial Statements and "Item 3. Legal
Proceedings."

                                       31
<PAGE>

RELATED PARTY TRANSACTIONS

     For a discussion of related party transactions, see Note 15 of the
Consolidated Financial Statements and "Item 13. Certain Relationships and
Related Transactions."

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company's investment policy requires investments in high-quality
investment grade securities including obligations of the U.S. Government
guaranteed by the United States of America, money market deposits and corporate
commercial paper. The Company typically invests its surplus cash in these types
of securities for periods of relatively short duration. Although the Company is
exposed to market risk related to changes in short-term interest rates on these
investments, the Company manages these risks by closely monitoring market
interest rates and the duration of its investments. Due to the short-term
duration and the limited dollar amounts exposed to market interest rates,
management believes that fluctuations in short-term interest rates will not have
a material adverse effect on the Company's results of operations. The Company
does not enter into financial investments for speculation or trading purposes
and is not a party to any financial or commodity derivatives.

     The Amended Credit Facility bears interest at the U.S. prime rate plus
3.50% or at LIBOR plus 4.50%. Therefore, the Amended Credit Facility is subject
to short-term interest rate risk. At December 31, 2001, the balance outstanding
under the Credit Facility was $78.5 million. Consequently, a 100 basis point
increase in the U.S. prime rate or LIBOR would result in a $785,000 increase in
interest expense over a twelve month period.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements and supplementary data are included in this report
beginning on Page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

     The information required by this item is contained in this report under the
caption "Item 1. Business -- Executive Officers and Directors of Registrant."

     SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Based solely on a review of Forms 3, 4 and 5 furnished to the Company
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
in respect of its most recent fiscal year, the Company believes that Mr. Joseph
A. Pardo was late in filing the required Form 3.

ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth compensation information for the chief
executive officer and the four most highly compensated officers other than the
chief executive officer (the "Named Executive Officers") for services rendered
in the fiscal years ending December 31, 2001, 2000 and 1999.

                                       32
<PAGE>

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                                                         LONG-TERM
                                                                                        COMPENSATION
                                                               ANNUAL                   ------------
                                                           COMPENSATION(1)               SECURITIES
                                                      ---------------------------        UNDERLYING           ALL OTHER
     NAME AND PRINCIPAL POSITION           YEAR         SALARY            BONUS          OPTIONS(2)         COMPENSATION(3)
     ---------------------------           ----       ---------        ----------       ------------        ---------------

<S>                                        <C>        <C>              <C>                 <C>                 <C>
John D. Beletic........................    2001       $ 588,463        $  989,400               --             $190,353
Chairman of the Board                      2000         592,310         1,600,002               --               15,628
                                           1999         376,013           691,937          200,000               18,045

N. Ross Buckenham......................    2001         301,154           438,292               --                5,925
Chief Executive Officer and President      2000         259,616           152,500          226,000               12,085
                                           1999         240,385           259,470          150,000               11,634

Frederick G. Anderson..................    2001         233,846           177,381               --                5,208
Senior Vice President, General Counsel     2000         209,615            86,294          151,000               11,915
 and Secretary                             1999         195,192           163,929           55,000               12,144

Douglas S. Glen........................    2001         205,000           139,033               --                5,018
Senior Vice President, Operations          2000         179,872            68,031          136,000               11,810
                                           1999         102,872            54,411          105,000                6,394

Rick Nelson............................    2001         199,039            77,496               --                5,554
Senior Vice President, Business Sales      2000         174,654            54,703          137,500               12,361
                                           1999         165,619            71,052           15,000               12,563
</Table>

(1)  The amount of cash compensation does not include the value of personal
     benefits or securities, property or other non-cash compensation paid or
     distributed other than pursuant to a plan, which, with respect to any Named
     Executive Officer, was less than the lesser of $50,000 and 10% of the cash
     compensation received by such Officer.

(2)  Denominated in shares of Common Stock.

(3)  All other compensation for 2001 is made up of the following:

<Table>
<Caption>
            2001                       MR. BELETIC    MR. BUCKENHAM     MR. ANDERSON       MR. GLEN        MR. NELSON
            ----                       -----------    -------------     ------------       --------        ----------

<S>                                    <C>            <C>               <C>                <C>             <C>
Below prime rate loan .............     $     40         $     --         $     --         $     --         $    635
Life and accident insurance .......           50               52               52               52               52
Long-term disability insurance ....        7,922            1,887            1,170              980              881
Health insurance ..................        3,856            3,856            3,856            3,856            3,856
Short-term disability insurance ...          125              130              130              130              130
Forgiveness of Notes ..............      178,360               --               --               --               --
                                        --------         --------         --------         --------         --------
   Total other compensation .......     $190,353         $  5,925         $  5,208         $  5,018         $  5,554
                                        ========         ========         ========         ========         ========
</Table>

STOCK OPTIONS

     No stock options were granted during fiscal year 2001 to the Named
Executive Officers.

     The following table sets forth stock options exercised during fiscal year
2001 and the fiscal year-end value of unexercised options for each Named
Executive Officer.

               AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
                          FISCAL YEAR-END OPTION VALUES

<Table>
<Caption>
                                                                   NUMBER OF SECURITIES
                                                                  UNDERLYING UNEXERCISED             VALUE OF UNEXERCISED
                                                                         OPTIONS                    IN-THE-MONEY OPTIONS AT
                                SHARES                            AT DECEMBER 31, 2001(1)            DECEMBER 31, 2001(2)
                              ACQUIRED ON       VALUE         ------------------------------     -----------------------------
                               EXERCISE        REALIZED       EXERCISABLE      UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE
                              -----------      --------       -----------      -------------     -----------     -------------

<S>                           <C>              <C>            <C>              <C>               <C>             <C>
John D. Beletic .........           --         $     --               --               --         $     --         $     --
N. Ross Buckenham .......           --               --          285,255          350,917               --               --
Frederick G. Anderson ...           --               --          103,093          206,251               --               --
Douglas S. Glen .........           --               --           68,833          172,167               --               --
Richard Nelson ..........           --               --          186,749          141,251               --               --
</Table>

(1)  Denominated in shares of Common Stock.

(2)  The fair market value at December 31, 2001 was $0.05 per share and on April
     1, 2002 was $.02 per share.

EMPLOYMENT ARRANGEMENTS

     In October 2001, the Company's Board of Directors adopted and the
Bankruptcy Court approved an Amended and Restated Key Employee Retention Plan
(the "Plan") which provides that key employees designated by the Board of
Directors shall be entitled to retention payments if they remain employed with
the Company on the day a "Retention Event" (as defined in the Plan) occurs.
According to the Plan, a "Retention Event" will be deemed to have occurred on
the date that a plan or reorganization is confirmed by the Bankruptcy Court or
the date of a sale, lease or other disposition of all or substantially all of
the Company's

                                       33
<PAGE>

assets in which the proceeds are sufficient to pay all priority claims and
retention payments. The Plan provides for retention payments ranging between 25%
and 30% of the employee's combined annual salary and annual and quarterly target
bonus compensation. The retention amount an employee will receive depends upon
the employee's position at the Company. Retention payments under the Plan will
be paid in cash in 12 equal monthly installments. As of the date of this 10-K,
the Board of Directors has designated approximately 40 employees as eligible to
receive retention benefits under the Plan, including the Named Executive
Officers. Each Named Executive Officer has a retention percentage of 30%.

DIRECTORS' COMPENSATION

     John Beletic, Albert Black, Dennis McClain and Joseph Pardo each receive
$10,000 annually for their services as directors, plus $1,000 for each Board
meeting attended in person and $500 for each Board meeting attended by telephone
conference call. Mr. Beletic, Mr. Black and Mr. McClain also receive $1,000 for
each meeting attended of the Special Committee of the Board. No other directors
of the Company currently receive compensation for their services in such
capacity. All directors who are not employees of the Company or any of its
affiliates and who own 1% or less of the Company's Common Stock participate in
the Company's Nonqualified Formula Stock Option Plan for Non-Employee Directors,
pursuant to which each such director is granted an option covering 25,000 shares
of Common Stock upon being elected to the Board, with an exercise price equal to
the fair market value of such stock on the date of grant. On the third
anniversary of the grant, each eligible director still serving on the Board will
be granted another option covering 25,000 shares at the fair market value on the
date of such grant. Each option vests in equal quarterly installments over a
three year period and has a maximum term of 10 years. Currently only Mr. Black
and Mr. Pardo are eligible to participate in the Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     None of the members of the Compensation Committee during 2001 have ever
been an officer or employee of the Company or any of its subsidiaries. No
executive officer of the Company serves on the compensation committee of another
Company, an executive officer of which serves as a Director of the Company or on
the Company's Compensation Committee. No executive officer of the Company serves
as a director of another Company, an executive officer of which serves as a
member of the Company's Compensation Committee.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee

     The Compensation Committee of the Board, which consisted of three
non-employee directors during 2001, is responsible for overseeing all stock
option plans, setting the compensation for the Chief Executive Officer ("CEO")
and other executive officers, reviewing and approving the Company's compensation
policies and providing guidelines for determining the annual compensation of
other management personnel.

Compensation Philosophy

     The goals of the Compensation Committee with respect to executive
compensation are to: (1) establish a competitive compensation program to
attract, retain and motivate employees in those positions that most directly
affect the Company's overall performance and (2) encourage coordinated and
sustained effort toward enhancing the Company's performance and maximizing the
Company's value. The Compensation Committee believes retaining the services of
experienced senior executives is an important component of any plan to
reorganize the Company and emerge from Chapter 11. Retention of executives is
being addressed through a program of competitive base salaries and bonus
programs based on successfully achieving predetermined financial, strategic or
operational performance goals. The Compensation Committee believes that programs
providing a heavy emphasis on executive equity ownership are important
components of a compensation program, but the Company is unable to offer
meaningful equity based programs while it is in Chapter 11.

Base Salaries

     The Compensation Committee reviews and approves salaries for the CEO and
the other executive officers on an annual basis. The Compensation Committee also
provides guidelines to set the base salary of other management personnel. The
Compensation Committee considers the recommendation of, and relies on
information provided by, the CEO in determining the salaries of the non-CEO
officers. The Compensation Committee may also consider information derived from
reports of public companies in the paging, telecommunications and technology
industries and/or national surveys of compensation data. Ultimately, however,
the salaries are based on a subjective analysis of each officer's performance
during the prior year, as well as an evaluation of the

                                       34
<PAGE>

individual executive's expected future performance and the competitive
environment for retaining talented officers. In ratifying salary decisions, the
Compensation Committee exercises its discretion and judgment with no specific
formula being applied to determine salary levels.

Annual Incentive Bonus

     Each executive officer has an opportunity to earn an annual bonus based
upon Company performance. Annual incentive bonus opportunities for executive
officers are based on the Compensation Committee's belief that a significant
portion of the annual compensation of each executive officer should be
contingent upon Company performance. To carry out this philosophy, the Company
implemented the 2001 Annual Bonus Plan (the "Incentive Plan"). The Incentive
Plan is a pay-for-performance plan intended to motivate and reward executive
officers (as well as other officers and managers) by directly linking cash
bonuses to specific aggressive Company performance targets. Prior to a calendar
year, the Compensation Committee sets the incentive bonus target at a stated
percentage of an executive officer's base salary. The bonus amounts earned are
determined as of the end of each calendar quarter, and bonuses can range between
50% and 150% of the target amount. [the amounts earned up to 100% of the target
amount are then paid and amounts earned in excess of the target are paid at the
end of the year.] The percentage bonus is calculated by determining the level of
the Company's accomplishment of certain performance criteria established in
order to align participants' perspectives with that of creditors and
shareholders and enhance the value of the Company.

     The Compensation Committee has the discretion to modify the bonus amounts
paid to all participants in the Incentive Plan regardless of the performance
level achieved if certain extraordinary unforeseen events occur during the year.

Certain of the executive officers of the Company (other than the CEO and
President), as well as certain managers, also have the opportunity to
participate in the Company's Management by Objective ("MBO") bonus program. The
MBO bonus program is intended to provide officers with an incentive to focus on
short-term performance goals that enhance the operating efficiency of the
Company and enhance shareholder value. Participants in the MBO program are
provided a cash bonus based upon the percentage of definitive performance
objectives completed during each calendar quarter. The participant's potential
MBO bonus is a percentage of such participant's annual base salary, paid
quarterly based upon the participant's completion of his/her objectives. For
2001, potential MBO bonuses were 5% of executive officers' and managers' annual
base salaries.

Stock Options/Equity Ownership

     The Compensation Committee believes that the periodic grant of time-vested
stock options provides an incentive that focuses the executives' attention on
managing the business as owners of an equity stake in the Company. It further
motivates executives to maximize long-term growth and profitability because
value is created in the options only as the Company's stock price increases
after the option is granted. However, the Company is unable to offer meaningful
stock options or other equity based awards while it is in Chapter 11.

CEO Compensation

     The Compensation Committee believes that, as with the other executive
officers, the CEO's compensation should, in large part, be tied directly to the
performance of the Company and that the CEO should share in the same risks and
rewards as do the Company's creditors and shareholders. Accordingly, the
compensation of the CEO in 2001 was comprised of base salary and annual
incentive bonus pursuant to the Incentive Plan.

     In setting the future compensation of the CEO, the Compensation Committee
analyzes subjective measures of performance during the prior fiscal year as well
as expected future performance and the competitive environment for retaining a
talented individual in the CEO position. The Compensation Committee has
established bonus compensation that will permit the CEO to earn significant
amounts for achieving the Company's business plan objectives.

Deductibility of Executive Compensation

     The Omnibus Budget Reconciliation Act of 1993 provides that
non-performance-based compensation paid to any Named Executive Officer in excess
of one million dollars will not be deductible for federal income tax purposes.
The Compensation Committee intends to grant deductible awards, subject to the
needs of the Company in specific circumstances.

Respectfully submitted,

Compensation Committee:

Leigh J. Abramson
Albert Black

                                       35
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding beneficial
ownership of Class A Common Stock as of January 31, 2001, (i) by each person
known by the Company to own beneficially more than 5% of the outstanding Class A
Common Stock, (ii) by each director of the Company, (iii) by the Named Executive
Officers, and (iv) by all executive officers and directors of the Company as a
group. Except as otherwise indicated, each named person has voting and
investment power over the listed shares, exercised solely by the named person or
shared with a spouse.

<Table>
<Caption>
                                                                          SHARES OF      PERCENT OF
                                                                           CLASS A        CLASS A
     NAME AND ADDRESS OF BENEFICIAL OWNER                                COMMON STOCK   COMMON STOCK
     ------------------------------------                                ------------   ------------

<S>                                                                      <C>            <C>
The Morgan Stanley Leveraged Equity Fund II, L.P. ...................     8,086,606         19.1%
 1221 Avenue of the Americas,
 New York, NY 10020
Morgan Stanley Capital Partners III, L.P. ...........................     4,839,329         11.5%
 1221 Avenue of the Americas,
 New York, NY 10020
Morgan Stanley Venture Capital Fund, L.P. ...........................     2,054,983          4.9%
 1221 Avenue of the Americas,
 New York, NY 10020
Other Morgan Stanley-sponsored limited partnerships .................       803,962          1.9%
Mellon  Bank,  N.A.,  as Trustee  for First Plaza Group Trust(1) ....     2,734,943          6.5%

 One Mellon Plaza,
 Pittsburgh, PA 15258

Directors and Named Executive Officers:
N. Ross Buckenham (2) ...............................................       384,317            *
Frederick G. Anderson (3) ...........................................       138,597            *
Douglas S. Glen (4) .................................................       107,832            *
Richard Nelson (5) ..................................................       213,942            *
John D. Beletic .....................................................            --            *
Leigh J. Abramson ...................................................            --            *
Albert C. Black, Jr. (6) ............................................        18,749            *
Dennis McClain ......................................................       105,000            *
Joseph Pardo (7) ....................................................        10,416            *

All directors and executive officers as a group (8) .................     1,217,436          2.8%
</Table>

----------

*    Denotes less than 1%

(1)  Mellon Bank, N.A. ("Mellon") acts as the trustee for First Plaza Group
     Trust ("First Plaza"), a trust under and for the benefit of certain
     employee benefit plans of General Motors Company ("GM") and its
     subsidiaries. These shares may be deemed to be owned beneficially by
     General Motors Investment Management Company ("GMIMCo"), a wholly-owned
     subsidiary of GM. GMIMCo's principal business is providing investment
     advice and investment management services with respect to the assets of
     certain employee benefit plans of GM and its subsidiaries and with respect
     to the assets of certain direct and indirect subsidiaries of GM and
     associated entities. GMIMCo's business address is 767 Fifth Avenue, New
     York, New York. GMIMCo is serving as First Plaza's investment manager with
     respect to these shares and in that capacity it has the sole power to
     direct the trustee as to the voting and disposition of these shares.
     Because of Mellon's limited role, beneficial ownership of the shares by
     Mellon is disclaimed.

(2)  Includes 384,317 stock options which are exercisable within the 60-day
     period commencing January 31, 2002, pursuant to the Stock Option Plans.

(3)  Includes 20,756 shares of common stock issued pursuant to the 1991 Stock
     Option Plan. Includes 117,280 stock options which are exercisable within
     the 60-day period commencing January 31, 2002, pursuant to the Stock Option
     Plans.

(4)  Includes 77,832 stock options which are exercisable within the 60-day
     period commencing January 31, 2002, pursuant to the Stock Option Plans.

(5)  Includes 12,500 of common stock issued pursuant to the 1991 Stock Option
     Plan. Includes 196,500 stock options which are exercisable within the
     60-day period commencing January 31, 2002, pursuant to the Stock Option
     Plans.

(6)  Includes 18,749 stock options which are exercisable within the 60-day
     period commencing January 31, 2002, pursuant to the 1996 Nonqualified
     Formula Stock Option Plan for Non-Employee Directors.

(7)  Includes 10,416 stock options which are exercisable within the 60-day
     period commencing January 31, 2002, pursuant to the 1996 Nonqualified Stock
     Option Plan for Non-Employee Directors.

                                       36
<PAGE>

(8)  Includes 1,029,176 stock options which are exercisable within the 60-day
     period commencing January 31, 2002.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

     As of December 31, 2000, John D. Beletic, Chairman and Chief Executive
Officer of the Company, was indebted to the Company in the amount of $163,000
under three promissory notes. The principal and accrued interest on such notes
were forgiven on January 3, 2001 pursuant to the Retention Agreement dated as of
January 3, 2000 between the Company and Mr. Beletic (the "Retention Agreement").

     The Company entered into a Separation Agreement with John D. Beletic that
became effective upon December 6, 2001, whereupon the Retention Agreement
expired. The Separation Agreement provided that Mr. Beletic would continue to
serve as Chairman of the Board, but his employment with the Company terminated
on January 31, 2002. The Separation Agreement included, among other things,
mutual releases of claims (with certain specific exceptions), including Mr.
Beletic's release of all phantom stock, stock options and severance
compensation.

     During 2001, three directors of the Company were employees of Morgan
Stanley. Two of the directors have resigned, and one remains as director at the
date of this report. Morgan Stanley Senior Funding, Inc. ("MSSF"), an affiliate
of Morgan Stanley, was a lender under the Debtor in Possession Credit Agreement,
dated as of July 18, 2001, among the Company, Bankers Trust Company and MSSF.
The Company paid MSSF commitment commissions and upfront fees totaling $150,000
pursuant to such credit agreement.

     On September 12, 1997, in connection with his promotion to the position of
President of the Company, the Company entered into an agreement with N. Ross
Buckenham providing for (i) payment to Mr. Buckenham of one half of his annual
base salary upon termination of his employment for any reason other than death,
disability, voluntary termination by Mr. Buckenham or termination for cause by
the Company, and (ii) payment to Mr. Buckenham of $100,000 to compensate him for
the expenses of moving his principal residence if his employment terminates for
any reason other than voluntary termination or termination for cause.

Election of Directors

     Pursuant to the Amended and Restated Stockholders Agreement among the
Company and certain stockholders dated as of June 8, 2000, as amended (the
"Stockholders Agreement"), MSLEF II, MSCP III, MSVCF, the Morgan Stanley Venture
Capital Fund II, L.P. ("MSVCF II"), the Morgan Stanley Capital Investors, L.P.
("MSCI"), the MSCP 892 Investors, L.P. ("MSCP 892") and other Morgan Stanley
sponsored limited partnerships (collectively, the "Morgan Stanley Shareholders")
have the right to designate and have elected one-half of the members of the
Board for so long as the total number of shares of voting and nonvoting common
stock (the "Capital Stock") of the Company owned by the Morgan Stanley
Shareholders constitutes at least 50% of the outstanding Capital Stock of the
Company. If such ownership falls below 50%, the number of directors that the
Morgan Stanley Shareholders have the right to designate and have elected will be
reduced to the number of directors which constitutes a percentage representation
on the Board equal to the Morgan Stanley Shareholders' aggregate percentage
ownership of the outstanding Capital Stock of the Company. The rights of each of
MSLEF II, MSCP III, MSVCF and the MSVCF II to designate and have elected one
member of the Board of Directors terminates once the total number of shares of
Capital Stock of the Company owned by such stockholder falls below 7.5%.
However, each such stockholder will continue to have such rights if its
ownership of Capital Stock exceeds 2% and such stockholder has determined that
the continued possession of such rights is necessary or desirable in order for
such stockholder to qualify as a "venture capital operating company" within the
meaning of Department of Labor Regulation Section 2510.3-101. MSVCF has made
such a determination and continues, therefore, to have the right to designate
and have elected one director.

     The Morgan Stanley Shareholders, Toronto Dominion Capital Group, Ltd. and
John D. Beletic have agreed to vote all of their shares for all such designees.

     So long as the Morgan Stanley Shareholders hold securities representing at
least 10% of the outstanding Capital Stock, the Company is required to maintain
compensation and audit committees of its Board, each consisting of up to four
directors, of which the Morgan Stanley Shareholders are entitled to designate up
to two directors on each such committee. Those members of the Board who are not
designated by the Morgan Stanley Shareholders are entitled to designate one
director.

                                       37
<PAGE>

Registration Rights

     The Stockholders Agreement provides that the parties thereto (collectively,
the "Holders"), collectively have the right to "demand" an unlimited number of
registrations. Pursuant to these demand rights, Holders of Capital Stock (the
"Registrable Securities") may request in writing that the Company file a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), covering the registration of a number of shares equal to at
least three million shares of Capital Stock or a lesser number if such number
represents a majority of the Registrable Securities then outstanding. The
Company is obligated within ten days of the receipt thereof to give written
notice of such request to all Holders and to use its best efforts to effect as
soon as practicable the registration under the Securities Act of all Registrable
Securities that the Holders request to be registered within 20 days of such
notice by the Company. Unless the Holders of a majority of the Registrable
Securities to be registered shall consent in writing, no other party (including
the Company) will be permitted to offer securities under such demand
registration. The Company is not obligated to effect more than one demand
registration in any six-month period.

     In the event the managing underwriter advises the Holders that the size of
the offering is such that the success of the offering would be materially and
adversely affected by inclusion of all Registrable Securities requested to be
included, then the number of shares of Registrable Securities to be included in
the underwriting will be reduced on a pro rata basis, provided that the Company
will first reduce entirely all securities other than Registrable Securities to
be included in such underwriting.

     The Stockholders Agreement also provides that if the Company proposes to
register any of its stock or other securities under the Securities Act in
connection with the public offering of such securities solely for cash, the
Company shall promptly (but in no event less than 30 days before the filing
date) give each Holder written notice of such registration, and such notice
shall offer the Holders the opportunity to register such number of shares of
Registrable Securities as such Holder may request. Subject to certain
restrictions, upon the written request of each Holder given within 20 days after
delivery of such notice by the Company, the Company shall cause to be registered
under the Securities Act all of the Registrable Securities that each such Holder
has requested to be registered.

     If the underwriters determine that the total amount of securities requested
to be included in any such offering would materially and adversely affect the
success of such offering, the Company will be required to include in the
offering, in addition to any shares to be registered by the Company, only that
number of such Registrable Securities that the underwriters determine in their
sole discretion would not affect the success of such offering.

     The registration rights provisions of the Stockholders Agreement terminate
on June 8, 2005.

Restrictions on Transfer

     Under the Stockholders Agreement, if MSCP III, MSLEF II, MSCI and MSCP 892
(collectively, the "MS Merchant Banking Funds") propose to transfer (other than
in a sale to the public) shares which, taken together with any prior transfers
by the MS Merchant Banking Funds, represent more than 10% of the shares owned by
them on the date of the Stockholders Agreement, the Holders have a right to
require the transferee to purchase their shares on a pro rata basis.

Restrictions on Amendment of Certificate of Incorporation

     The Company will not amend the Company's Amended and Restated Certificate
of Incorporation or By-laws to eliminate the right of stockholders of the
Company to take action upon written consent of the holders of a majority of the
outstanding shares of Common Stock without a meeting, without prior notice and
without a vote as provided in the Company's Bylaws, so long as the MS Merchant
Banking Funds hold at least 7.5% of the Company's Capital Stock.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)  The following documents are filed as part of this 10-K:

     (1)  Financial Statements. See Index to Consolidated Financial Statements
          and Financial Statement Schedule on Page F-1 hereof.

     (2)  Financial Statement Schedules. See Index to Consolidated Financial
          Statements and Financial Statement Schedule on Page F-1 hereof.

                                       38
<PAGE>

     (3)  Exhibits Required by Item 601 of Regulation S-K. See Exhibit Index on
          Page E-1 hereof.

     (b)  Reports on Form 8-K

          The following current reports on Form 8-K were filed by WebLink
     Wireless, Inc. during the quarter ended December 31, 2001:

     Current Report on Form 8-K dated October 5, 2001, disclosing under Item 5
     "Other Event" the issuance of the Company's October 4, 2001 press release.

     Current Report on Form 8-K dated November 1, 2001, disclosing under Item 5
     "Other Events" the issuance of the Company's October 31, 2001 press
     release.

                                       39
<PAGE>

                                   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.

Date: April 15, 2002                   WEBLINK WIRELESS, INC.
                                       (Registrant)

                                       By: /s/ N. ROSS BUCKENHAM
                                           --------------------------------

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<Table>
<Caption>
        SIGNATURE                             TITLE                        DATE
        ---------                             -----                        ----

<S>                                  <C>                              <C>
   /s/ N. ROSS BUCKENHAM             Chief Executive                  April 15, 2002
------------------------------       Officer and President
     N. Ross Buckenham

    /s/ KELLY W. PRENTISS            Vice President, Finance,         April 15, 2002
------------------------------       Chief Financial Officer and
      Kelly W. Prentiss              Treasurer
                                     (Principal Financial and
                                     Accounting Officer)

    /s/ JOHN D. BELETIC              Chairman and Director            April 15, 2002
------------------------------
      John D. Beletic

                                     Director                         April 15, 2002
------------------------------
     Leigh J. Abramson

   /s/ ALBERT C. BLACK, JR.          Director                         April 15, 2002
------------------------------
    Albert C. Black, Jr.

     /s/ DENNIS MCCLAIN              Director                         April 15, 2002
------------------------------
       Dennis McClain

     /s/ JOSEPH A. PARDO             Director                         April 15, 200
------------------------------
       Joseph A. Pardo
</Table>

                                       40
<PAGE>
                     WEBLINK WIRELESS, INC. AND SUBSIDIARIES
                              DEBTORS-IN-POSSESSION
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<Table>
<S>                                                                                              <C>
Report of Independent Public Accountants ...................................................     F-2

Consolidated Balance Sheets as of December 31, 2000 and 2001 ...............................     F-3

Consolidated Statements of Operations for the Years
  Ended December 31, 1999, 2000 and 2001 ...................................................     F-4


Consolidated Statements of Stockholders' Deficit for the Years
  Ended December 31, 1999, 2000 and 2001 ...................................................     F-5

Consolidated Statements of Cash Flows for the Years
  Ended December 31, 1999, 2000 and 2001 ...................................................     F-7

Notes to Consolidated Financial Statements .................................................     F-8
</Table>

                                      F-1
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of WebLink Wireless, Inc.:

     We have audited the accompanying consolidated balance sheets of WebLink
Wireless, Inc. (a Delaware corporation) and subsidiaries (the "Company") as of
December 31, 2000 and 2001, and the related consolidated statements of
operations, stockholders' deficit and cash flows for each of the three years in
the period ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these 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 financial statements referred to above present fairly,
in all material respects, the financial position of WebLink Wireless, Inc. and
subsidiaries as of December 31, 2000 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States.

     Effective January 1, 2000, the Company adopted Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements," as described in Note 2.

     The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As reflected in the
accompanying consolidated financial statements, the Company reported operating
losses for each of the three years in the period ended December 31, 2001, has
incurred substantial net losses since inception and has a significant working
capital deficit and stockholders' deficit at December 31, 2001. In May 2001, the
Company filed for a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code and at December 31, 2001, is operating the business as
debtors-in-possession. The Company's financial condition, results of operations,
lack of liquidity and inability to obtain additional debt or equity financing,
among other factors as discussed in Note 1 to the consolidated financial
statements, raise substantial doubt about the Company's ability to continue as a
going concern. Management's plan in regard to these matters includes a plan to
emerge from the Chapter 11 bankruptcy proceedings. The Company has entered into
a non-binding letter of intent with its secured lenders on the material terms of
a plan of reorganization, which is further described in Note 1. The consolidated
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that may result in the event that the Company is
unable to continue as a going concern.

                                       [Arthur Andersen LLP Signature]

Dallas, Texas,
April 5, 2002 (except with respect to the matter discussed in the fourth and
fifth paragraphs of Note 1, as to which the date is April 15, 2002)

                                       F-2
<PAGE>

                     WEBLINK WIRELESS, INC. AND SUBSIDIARIES
                              DEBTORS-IN-POSSESSION
                           CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<Table>
<Caption>
                                                                                                    DECEMBER 31,
                                                                                               2000               2001
                                                                                             ---------         ---------

<S>                                                                                          <C>               <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents .........................................................        $   7,097         $  13,970
  Accounts receivable (net of allowance for doubtful accounts of $5,331
    and $5,898 at December 31, 2000 and 2001, respectively) .........................           33,436            19,001
  Inventories .......................................................................           13,828             3,763
  Product sold subject to right of return ...........................................            4,742               589
  Other current assets ..............................................................            7,407            10,552
                                                                                             ---------         ---------
      Total current assets ..........................................................           66,510            47,875
PROPERTY AND EQUIPMENT (net of accumulated depreciation of
  $223,688 and $278,319 at December 31, 2000 and 2001, respectively) ................          223,200           165,778
NARROWBAND LICENSES (net of accumulated amortization
  of $7,164 and $10,490 at December 31, 2000 and 2001, respectively) ................          125,901           122,575
OTHER ASSETS (net of accumulated amortization of $9,261 and $8,211 at
  December 31, 2000 and 2001, respectively) .........................................           28,843            23,849
                                                                                             ---------         ---------
      Total assets ..................................................................        $ 444,454         $ 360,077
                                                                                             =========         =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
  Accounts payable ..................................................................        $  27,403         $   4,521
  Liabilities subject to compromise .................................................               --           498,863
  Deferred revenue ..................................................................           44,529            24,943
  Current maturities of long-term debt ..............................................          514,326            88,361
  Other current liabilities .........................................................           43,283            33,236
                                                                                             ---------         ---------
      Total current liabilities .....................................................          629,541           649,924
LONG-TERM DEBT, less current maturities .............................................            5,356             1,374
OTHER LONG-TERM LIABILITIES .........................................................           12,641            11,593
COMMITMENTS AND CONTINGENCIES (SEE NOTE 8)
STOCKHOLDERS' DEFICIT:
  Common Stock, $.0001 par value per share, 75,000,000 shares authorized:
    Class A Convertible Common Stock, 42,568,859 shares issued and
    outstanding at December 31, 2000 and 42,277,136 shares issued and
    outstanding at December 31, 2001 ................................................                4                 4
  Class B Convertible Non-Voting Common Stock, 3,809,363 shares
    issued and outstanding at December 31, 2000 and December 31, 2001 ...............                1                 1
  Class D Convertible Non-Voting Common Stock, 131,250
    shares issued and outstanding at December 31, 2000 and 2001 .....................               --                --
  Additional paid-in capital ........................................................          349,779           341,319
  Accumulated deficit ...............................................................         (535,559)         (643,462)
  Stock subscriptions receivable ....................................................             (244)              (82)
  Deferred compensation .............................................................          (17,065)             (594)
                                                                                             ---------         ---------
      Total stockholders' deficit ...................................................         (203,084)         (302,814)
                                                                                             ---------         ---------
      Total liabilities and stockholders' deficit ...................................        $ 444,454         $ 360,077
                                                                                             =========         =========
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-3
<PAGE>

                     WEBLINK WIRELESS, INC. AND SUBSIDIARIES
                              DEBTORS-IN-POSSESSION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
                                                                                             YEARS ENDED DECEMBER 31,
                                                                                    ---------------------------------------------
                                                                                      1999              2000               2001
                                                                                    ---------         ---------         ---------

<S>                                                                                 <C>               <C>               <C>
REVENUES:
  Recurring revenues ............................................................   $ 259,858         $ 239,905         $ 201,810
  Network revenues ..............................................................          --             4,735             3,182
  Equipment revenues ............................................................      64,563            45,336            21,710
                                                                                    ---------         ---------         ---------
      Total revenues ............................................................     324,421           289,976           226,702
COST OF EQUIPMENT SOLD AND OPERATING EXPENSES:
  Cost of equipment sold ........................................................      72,035            63,265            28,015
  Technical (exclusive of depreciation and amortization) ........................      76,615            69,766            70,161
  General and administrative (excluding amortization of stock compensation) .....      80,719            78,400            81,311
  Selling .......................................................................      49,665            50,086            26,766
  Restructuring Charges .........................................................          --                --             5,800
  Depreciation and amortization .................................................      78,147            78,050            75,496
  Amortization of stock compensation ............................................          --             8,533             8,000
                                                                                    ---------         ---------         ---------
      Cost of equipment sold and operating expenses .............................     357,181           348,100           295,549
                                                                                    ---------         ---------         ---------
      Operating loss ............................................................     (32,760)          (58,124)          (68,847)
OTHER (INCOME) EXPENSE:
  Interest expense (contractual interest of $72.5 million for the year ended
  December 31, 2001) ............................................................      65,310            65,649            35,076
  Interest income ...............................................................        (579)           (1,246)             (201)
  Gain on sale of Canadian affiliate ............................................          --            (3,331)               --
  Other .........................................................................       2,376               778             1,310
                                                                                    ---------         ---------         ---------
      Total other (income) expense ..............................................      67,107            61,850            36,185
                                                                                    ---------         ---------         ---------
LOSS BEFORE BANKRUPTCY REORGANIZATION ITEMS,
EXTRAORDINARY ITEM AND ACCOUNTING CHANGE ........................................     (99,867)         (119,974)         (105,032)
BANKRUPTCY REORGANIZATION ITEMS .................................................          --                --            (3,209)
                                                                                    ---------         ---------         ---------
LOSS BEFORE EXTRAORDINARY ITEM AND ACCOUNTING CHANGE ............................     (99,867)         (119,974)         (108,241)
EXTRAORDINARY ITEM:
  Gain on early retirement of debt ..............................................          --             2,322               338
CUMULATIVE EFFECT OF ACCOUNTING CHANGE ..........................................          --              (149)               --
                                                                                    ---------         ---------         ---------
NET LOSS ........................................................................   $ (99,867)        $(117,801)        $(107,903)
                                                                                    =========         =========         =========
NET LOSS PER SHARE (Basic and Diluted):
LOSS BEFORE EXTRAORDINARY ITEM AND ACCOUNTING CHANGE ............................       (2.47)            (2.63)            (2.33)
EXTRAORDINARY ITEM ..............................................................          --              0.05              0.01
CUMULATIVE EFFECT OF ACCOUNTING CHANGE ..........................................          --             (0.01)               --
                                                                                    ---------         ---------         ---------
NET LOSS ........................................................................   $   (2.47)        $   (2.59)        $   (2.32)
                                                                                    =========         =========         =========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
(Basic and Diluted) .............................................................      40,500            45,514            46,497
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-4
<PAGE>
                     WEBLINK WIRELESS, INC. AND SUBSIDIARIES
                              DEBTORS-IN-POSSESSION
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<Table>
<Caption>
                                         TREASURY               COMMON
                                          STOCK                  STOCK
                                    -----------------      -----------------      ADDT'L                            STOCK
                                    NUMBER OF              NUMBER OF              PAID-IN       ACCUMULATED      SUBSCRIPTIONS
                                     SHARES      AMT         SHARES      AMT      CAPITAL         DEFICIT          RECEIVABLE
                                    ---------    ----      ----------   ----      --------      -----------      -------------
<S>                                 <C>          <C>       <C>          <C>       <C>           <C>              <C>
BALANCE, DECEMBER 31, 1998 ......          --    $ --      40,398,292   $  4      $228,438       $(317,891)          $(573)
Common stock issued under
the stock option/stock
issuance plan/employee
stock purchase plan .............          --      --         291,500     --         1,397              --              (6)
Exercise of common stock
warrants.........................          --      --          81,063     --            --              --              --
Repayment of stock
subscriptions receivable and
purchase of treasury stock ......       8,000     (68)          1,412     --            12              --             114
  Net loss.......................          --      --              --     --            --         (99,867)             --
                                    ---------    ----      ----------   ----      --------       ---------            ----
BALANCE, DECEMBER 31, 1999 ......       8,000     (68)     40,772,267      4       229,847        (417,758)           (465)
Common stock issued under
the stock option/stock
issuance plan/employee
stock purchase plan .............      (8,000)     68       1,228,980      1         8,425              --              --
Exercise of common stock
warrants ........................          --      --           4,224                   --              --              --
Repayment of stock
subscriptions receivable ........          --      --              --     --            --              --             221
Issuance of common stock on
sale of Canadian affiliate ......          --      --         714,286     --         3,482              --              --
Issuance of common stock for
11-1/4 Exchange Notes ...........          --      --       3,789,715     --        81,005              --              --
Restricted stock awards .........          --      --              --     --        25,598              --              --
Amortization of stock
compensation ....................          --      --              --     --            --              --              --
Issuance of warrants to a
strategic alliance partner ......          --      --              --     --         1,422              --              --
  Net loss ......................          --      --              --     --            --        (117,801)             --
                                    ---------    ----      ----------   ----      --------       ---------            ----
BALANCE, DECEMBER 31, 2000 ......          --      --      46,509,472      5       349,779        (535,559)           (244)

<Caption>
                                      OTHER
                                   COMPREHENSIVE     DEFERRED
                                      INCOME        COMPENSATION     TOTAL
                                   -------------    ------------   ---------
<S>                                <C>              <C>            <C>
BALANCE, DECEMBER 31, 1998 ......      $ --              $ --      $ (90,022)
Common stock issued under
the stock option/stock
issuance plan/employee
stock purchase plan .............        --                --          1,391
Exercise of common stock
warrants.........................        --                --             --
Repayment of stock
subscriptions receivable and
purchase of treasury stock ......        --                --             58
  Net loss.......................        --                --        (99,867)
                                       ----           --------     ---------
BALANCE, DECEMBER 31, 1999 ......        --                --       (188,440)
Common stock issued under
the stock option/stock
issuance plan/employee
stock purchase plan .............        --                --          8,494
Exercise of common stock
warrants ........................        --                --             --
Repayment of stock
subscriptions receivable ........        --                --            221
Issuance of common stock on
sale of Canadian affiliate ......        --                --          3,482
Issuance of common stock for
11-1/4 Exchange Notes ...........        --                --         81,005
Restricted stock awards .........        --           (25,598)            --
Amortization of stock
compensation ....................        --              8,533         8,533
Issuance of warrants to a
strategic alliance partner ......        --                 --         1,422
  Net loss ......................        --                 --      (117,801)
                                       ----           --------     ---------
BALANCE, DECEMBER 31, 2000 ......        --            (17,065)     (203,084)
</Table>


                                      F-5

<PAGE>
                     WEBLINK WIRELESS, INC. AND SUBSIDIARIES
                              DEBTORS-IN-POSSESSION
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<Table>
<Caption>
                                         TREASURY               COMMON
                                          STOCK                  STOCK
                                    -----------------      -----------------      ADDT'L                            STOCK
                                    NUMBER OF              NUMBER OF              PAID-IN       ACCUMULATED      SUBSCRIPTIONS
                                     SHARES      AMT         SHARES      AMT      CAPITAL         DEFICIT          RECEIVABLE
                                    ---------    ----      ----------   ----      --------      -----------      -------------
<S>                                 <C>         <C>        <C>          <C>       <C>        <C>           <C>
Forgiveness of stock
subscriptions receivable ........          --    $ --              --   $ --      $     --       $      --            $162
Amortization of stock
compensation ....................          --      --              --     --            --              --              --
Cancellation/surrender
of shares to company ............          --      --        (291,723)    --            --              --              --
Cancellation/surrender of
phantom stock ...................          --      --              --     --        (8,471)             --              --
Unrealized gain on equities
held for sale ...................          --      --              --     --            --              --              --
Realized gain on equities
held or sale ....................          --      --              --     --            --              --              --
Issuance of warrants to
strategic alliance partner ......          --      --              --     --            11              --              --
Net loss ........................          --      --              --     --            --        (107,903)             --
                                    ---------    ----      ----------   ----      --------       ---------            ----
BALANCE, DECEMBER 31, 2001 ......          --    $ --      46,217,749   $  5      $341,319       $(643,462)           $(82)
                                    =========    ====      ==========   ====      ========       =========            ====
<Caption>

                                        OTHER
                                     COMPREHENSIVE   DEFERRED
                                        INCOME      COMPENSATION     TOTAL
                                     -------------  ------------   ---------
<S>                                  <C>            <C>            <C>
Forgiveness of stock
subscriptions receivable ........        $ --         $     --     $     162
Amortization of stock
compensation ....................          --            8,000         8,000
Cancellation/surrender
of shares to company ............          --               --            --
Cancellation/surrender of
phantom stock ...................          --            8,471            --
Unrealized gain on equities
held for sale ...................         112               --           112
Realized gain on equities
held or sale ....................        (112)              --          (112)
Issuance of warrants to
strategic alliance partner ......          --               --            11
Net loss ........................          --               --      (107,903)
                                         ----         --------     ---------
BALANCE, DECEMBER 31, 2001 ......        $ --         $   (594)    $(302,814)
                                         ====         ========     =========
</Table>


The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-6
<PAGE>


                     WEBLINK WIRELESS, INC. AND SUBSIDIARIES
                              DEBTORS-IN-POSSESSION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<Table>
<Caption>
                                                                                       YEARS ENDED DECEMBER 31,
                                                                                  ----------------------------------
                                                                                     1999         2000         2001
                                                                                  ---------    ---------    ---------
<S>                                                                               <C>          <C>          <C>
    CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss ................................................................   $ (99,867)   $(117,801)   $(107,903)
      Adjustments to reconcile net loss to net cash provided by (used in)
      operating activities:
        Extraordinary item ....................................................          --       (2,322)        (338)
        Accounting change .....................................................          --          149           --
        Gain on sale of short term investments ................................          --           --         (112)
        Depreciation and amortization .........................................      78,147       78,050       75,496
        Amortization of stock compensation ....................................          --        8,533        8,000
        Forgiveness of stock subscription receivable ..........................          --           --          162
        Provision for bad debts ...............................................       7,565       11,102       17,061
        Loss on sale of property and equipment ................................         192        2,389        1,338
        Gain on sale of Canadian affiliate ....................................          --       (3,331)          --
        Accretion of discount on Senior Discount Notes ........................      58,964       29,634       11,165
        Amortization of deferred debt issuance costs ..........................       1,911        1,992        1,317
        Utilization of roaming credits ........................................          --          884          491
        Changes in certain assets and liabilities:
          Increase in accounts receivable .....................................      (8,699)      (4,681)      (2,626)
          Decrease (increase) in inventories ..................................         806       (7,887)      10,065
          (Increase) decrease in product sold subject to right of return ......          --       (4,742)       1,668
          Decrease (increase) in other current assets .........................       2,934         (634)      (3,636)
          Decrease (increase) in other assets .................................         117       (7,755)       2,177
          (Decrease) increase in accounts payable .............................     (16,785)       5,485       (4,562)
          Decrease in deferred revenue ........................................      (2,676)     (10,307)     (17,101)
          Increase in other current liabilities ...............................       1,475       18,511          606
          Increase (decrease) in other long-term liabilities ..................          --        7,190       (1,048)
                                                                                  ---------    ---------    ---------
             Net cash provided by (used in) operating activities ..............      24,084        4,459       (7,780)
                                                                                  ---------    ---------    ---------

    CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchases of property and equipment .....................................     (45,736)     (50,611)     (14,200)
      Purchase of short-term investments ......................................          --           --          172
      Sale of short term investments ..........................................       1,000           --           --
      Proceeds from sale of Canadian affiliate ................................          --        2,560           --
      Other ...................................................................          54           20         (198)
                                                                                  ---------    ---------    ---------
            Net cash used in investing activities .............................     (44,682)     (48,031)     (14,226)
                                                                                  ---------    ---------    ---------
    CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from issuance of common stock under the stock option/stock
        issuance plan/employee stock purchase plan ............................       1,391        8,494           --
      Borrowings under Revolving Credit Agreement/Credit Facility .............      25,000       28,400       25,101
      Costs related to renegotiation of credit agreement with Banker's
      Trust Company and Morgan Stanley Senior Funding, Inc. ...................      (3,202)        (500)          --
      Borrowings under the debtors-in-possession financing ....................          --           --        1,000
      Payments on the debtors-in-possession financing .........................          --           --       (1,000)
      Borrowings from vendor financing arrangements ...........................         539        3,738        5,747
      Payments on vendor financing arrangements and capital leases ............     (10,224)        (124)      (1,969)
      Other ...................................................................          58          221           --
                                                                                  ---------    ---------    ---------
            Net cash provided by financing activities .........................      13,562       40,229       28,879
                                                                                  ---------    ---------    ---------
    NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ......................      (7,036)      (3,343)       6,873
    CASH AND CASH EQUIVALENTS, beginning of period ............................      17,476       10,440        7,097
                                                                                  ---------    ---------    ---------
    CASH AND CASH EQUIVALENTS, end of period ..................................   $  10,440    $   7,097    $  13,970
                                                                                  =========    =========    =========
    SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
      Cash paid during the period for:
        Interest ..............................................................   $   3,046    $  20,613    $  20,217
        Income taxes ..........................................................   $      --    $      --    $      --
    SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
      Common stock issued in exchange for  11-1/4% Senior Subordinated
      Discount Exchange Notes .................................................   $      --    $  81,005    $      --
      Write-off of deferred debt issuance costs - 11-1/4% Senior
         Subordinated Discount Exchange Notes, net ............................          --        1,148           --
      Early extinguishment of 11-1/4% Senior Subordinated Discount
      Exchange Notes, at accreted value .......................................          --       84,475           --
         Issuance of common stock on sale of Canadian Affiliate ...............          --        3,482           --
      Phantom stock awards ....................................................          --       25,598           --
      Issuance of warrants to strategic partner ...............................          --        1,422           11
      Purchase of property through capital leases .............................          --        3,665          177
      Investment received from demutualization of MetLife .....................          --           --          174
      Cancellation/Surrender of company stock and phantom stock ...............          --           --        8,470
      Rejection in bankruptcy of national retail contracts ....................          --           --        2,485
</Table>


The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-7

<PAGE>


                     WEBLINK WIRELESS, INC. AND SUBSIDIARIES
                              DEBTORS-IN-POSSESSION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

ORGANIZATION

     The predecessor corporation of WebLink Wireless, Inc. ("WebLink") was
incorporated as a Delaware corporation on May 8, 1989, to provide wireless
messaging products and services, under the name PageMart, Inc. ("PageMart"). In
January 1995, PageMart effected a corporate reorganization pursuant to which
PageMart Nationwide, Inc., a Delaware corporation, became the holding company
parent of PageMart. In December 1995, the name of PageMart Nationwide, Inc. was
changed to PageMart Wireless, Inc. ("Wireless"). On January 28, 1998, PageMart
was merged into Wireless with Wireless as the surviving corporation. On December
1, 1999, the name of Wireless was changed to WebLink Wireless, Inc. WebLink and
its subsidiaries are referred to herein as the "Company." The consolidated
financial statements of the Company include the accounts of PageMart PCS, Inc.,
PageMart II, Inc., PageMart Operations, Inc., PageMart International, Inc. and
certain other subsidiaries of WebLink. Each of these companies is a wholly-owned
subsidiary of WebLink. PageMart PCS, Inc. holds certain narrowband personal
communications services licenses. PageMart II, Inc. holds certain Federal
Communications Commission ("FCC") licenses. Other than these licenses, the
subsidiaries of WebLink have no significant assets or liabilities.

CHAPTER 11 FILING

     On May 23, 2001 (the "Petition Date"), WebLink and its subsidiaries,
PageMart PCS, Inc. and PageMart II, Inc., filed voluntary petitions for relief
under Chapter 11 ("Chapter 11") of title 11 of the United States Code Sections
101-1330, as amended (the "Bankruptcy Code"), and are presently operating their
businesses as debtors-in-possession subject to the jurisdiction of the United
States Bankruptcy Court for the Northern District of Texas, Dallas Division (the
"Bankruptcy Court"). The Chapter 11 cases are being jointly administered for
procedural purposes only before the Bankruptcy Court under Case No.
01-34275-SAF-11. WebLink and it's subsidiaries, as debtors-in-possession, have
continued to manage and operate their assets and businesses pending the
confirmation of a reorganization plan and subject to the supervision and orders
of the Bankruptcy Court.

     As part of the Chapter 11 case, the Company routinely files pleadings,
documents and reports with the Bankruptcy Court which may contain updated,
additional or more detailed information about the Company, it's assets,
liabilities or financial performance than is contained in these consolidated
financial statements. Copies of the filings in the Company's Chapter 11 case are
available during regular business hours at the office of the Clerk of the
Bankruptcy Court, United States Bankruptcy Court for the Northern District of
Texas, Dallas Division.

REORGANIZATION PLAN PROCEDURES

     On April 15, 2002 the Company entered into a non-binding letter of intent
with its secured lenders on the material terms of a plan of reorganization. The
plan is expected to allow the Company to emerge from the Chapter 11 proceeding.
This new plan of reorganization, when filed, will supersede the plan that was
filed on January 31, 2002, which was based on a transaction described in the
Company's previously announced letter of intent with Sun Capital Acquisition
Corp. The Sun Capital letter of intent has expired, and the Company is no longer
pursuing the transaction.

     The letter of intent with the secured lenders provides that the Company
would issue $40 million of new senior secured notes and 92.5% of the common
stock of the reorganized entity to its secured creditors, and 7.5% of the common
stock of the reorganized entity to its unsecured creditors upon the effective
date of the plan of reorganization. The common stock to be issued to creditors
would be subject to dilution by a management equity plan. The new senior secured
notes would be issued in two tranches, $30.0 million of which would have
interest paid currently in cash with a four year principal amortization schedule
and $10.0 million of which would have interest paid in kind with a four-year
maturity date. The Company's excess cash at the effective date of the plan of
reorganization would be paid to the secured creditors, with the amount of excess
cash above $3.0 million being applied to pay the principal of the new notes. Up
to 15% of the common stock of the Company would be reserved for issuance to
management. WebLink does not expect its current equity holders to receive any
property, securities or cash in exchange for their equity holding in a
restructuring. The Company expects the equity holders' stock will be cancelled
at the time a plan of reorganization becomes effective.

     Confirmation of the plan of reorganization is subject to conditions imposed
by the Bankruptcy Code, including the approval of the Bankruptcy Court, and
approval of the FCC of the change in control of the Company's FCC licenses.
Management can provide no assurance that the plan of reorganization will be
approved.

                                      F-8

<PAGE>

     In July 2001, the Bankruptcy Court entered an order approving a $15.0
million debtors-in-possession credit facility ("DIP Facility") provided by the
two principal lenders of the Company's pre-petition secured credit facility (the
"DIP Lenders"). The DIP Facility bore interest at the bank's prime rate plus
3.0% or at the London interbank offered rate ("LIBOR") plus 4.0%. The weighted
average interest rate on the DIP Facility for the year ended December 31, 2001
was 9.4%. During the third quarter of 2001, the Company borrowed and paid back
$1.0 million on the DIP Facility. Total fees and interest incurred on the DIP
Facility for the year ended December 31, 2001 were approximately $676,000. The
DIP Lenders commitment to lend under the DIP Facility expired on December 31,
2001, at which time there was no balance outstanding under the DIP Facility.

BASIS OF PRESENTATION, LIQUIDITY AND GOING CONCERN

     The accompanying consolidated financial statements have been prepared by
the Company in accordance with accounting principles generally accepted in the
United States applicable to a going concern, which assume except as otherwise
disclosed, that assets will be realized and liabilities will be discharged in
the ordinary course of business, are in the form prescribed by the Securities
and Exchange Commission in instructions to Form 10-K and Regulation S-X, and are
in accordance with the American Institute of Certified Public Accountants
Statement of Position 90-7 "Financial Reporting by Entities in Reorganization
under the Bankruptcy Code" ("SOP 90-7").

     The Company reported operating losses for each of the three years in the
period ended December 31, 2001, has incurred substantial net losses since
inception and has a significant working capital deficit and stockholders'
deficit at December 31, 2001. In May 2001, the Company filed for a voluntary
petition for relief under Chapter 11 of the United States Bankruptcy Code and at
December 31, 2001, is operating the business as debtors-in-possession. The
Company's financial condition, results of operations, lack of liquidity and
inability to obtain additional debt or equity financing, among other factors as
discussed above, raise substantial doubt about the Company's ability to continue
as a going concern. Management's plan in regard to these matters includes a plan
to emerge from the Chapter 11 bankruptcy proceedings. The Company has entered
into a non-binding letter of intent with the majority of its secured lenders on
the material terms of a plan of reorganization as discussed above. The
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that may result in the event that the Company is
unable to continue as a going concern.

     While under the protection of Chapter 11, the Company may sell or otherwise
dispose of assets, and liquidate or settle liabilities, for amounts
significantly different than those reflected in the consolidated financial
statements. Additionally, the amounts reported on the consolidated balance sheet
could materially change because of changes in business strategies and the
effects of any proposed plan of reorganization.

     The appropriateness of using the going concern basis is dependent upon,
among other things, confirmation of a plan of reorganization, success of future
operations and the ability to generate sufficient cash from operations and
financing arrangements to meet obligations.

LIABILITIES SUBJECT TO COMPROMISE

     In the Chapter 11 case, substantially all unsecured liabilities as of the
Petition Date are subject to compromise or other treatment under a plan of
reorganization, which must be confirmed by the Bankruptcy Court after submission
to and approval, to the extent required, by affected parties. For financial
reporting purposes, those liabilities and obligations whose treatment and
satisfaction are dependent on the outcome of the Chapter 11 case have been
segregated and classified in the consolidated balance sheet as liabilities
subject to compromise. Generally, all actions to enforce or otherwise require
repayment of pre-petition liabilities are stayed while the Company continues its
business operations as debtors-in-possession. The ultimate amount of and
settlement terms for the pre-petition liabilities subject to compromise are
subject to an approved plan of reorganization and may differ from such amounts
as reflected in the Company's accounting records and accordingly are not
presently determinable.

     Under the Bankruptcy Code, the Company may elect to assume or reject real
estate leases, employment contracts, personal property leases, service contracts
and other pre-petition executory contracts, subject to Bankruptcy Court
approval. Claims for damages resulting from the rejection of real estate leases
and other executory contracts are subject to separate bar dates.

     The principal categories of obligations classified as liabilities subject
to compromise to unrelated parties under the Chapter 11 case are identified
below. The amounts below may vary significantly from the amounts stated in the
proofs of claim filed with the Bankruptcy Court and may be subject to future
adjustment depending on the Bankruptcy Court action.


                                      F-9
<PAGE>


<Table>
<S>                                                                 <C>
15% Senior Discount Exchange Notes due 2005 ......................  $207,270
11 1/4% Senior Subordinated Discount Exchange Notes due 2008 .....   262,898
Trade accounts payable ...........................................    17,982
Other current liabilities ........................................    10,713
                                                                    --------
                                                                    $498,863
                                                                    ========
</Table>

     As a result of the Chapter 11 filing, no principal or interest payments
will be made on unsecured pre-petition debt without Bankruptcy Court approval or
until a plan of reorganization providing for the repayment terms has been
confirmed by the Bankruptcy Court and becomes effective. Therefore, interest
expense on pre-petition unsecured obligations has not been accrued after the
Petition Date, namely $19.4 million related to its 15% Senior Discount Exchange
Notes due 2005 and $18.0 million on the 11 1/4% Senior Subordinated Discount
Exchange Notes due 2008.


BANKRUPTCY REORGANIZATION ITEMS

     Pursuant to SOP 90-7, revenues and expenses, realized gains and losses, and
provisions for losses resulting from the reorganization of the business are
reported on the consolidated statements of operations separately as bankruptcy
reorganization items. The total amount recorded as bankruptcy reorganization
items for the year ended December 31, 2001 was $3.2 million. Professional fees
are expensed as incurred.

     Bankruptcy reorganization items for the year ended December 31, 2001,
consisted of the following (in thousands):

<Table>
<Caption>
                                                           Year ended
                                                         DEC. 31, 2001
                                                         -------------
<S>                                                      <C>
         Professional fees .............................    $3,435
         Interest income on accumulated
         cash resulting from Chapter 11 proceedings ....       226
                                                            ------
               Total ...................................    $3,209
                                                            ======
</Table>

     Operating cash receipts and payments resulting from bankruptcy
reorganization items for the year ended December 31, 2001, consisted of cash
paid for professional fees of $3.1 million and cash provided by interest income
of $226,000.

     Also pursuant to SOP 90-7, interest expense is reported only to the extent
that it will be paid upon emergence from bankruptcy or that it is probable that
it will be an allowed claim. See discussion under "Liabilities Subject to
Compromise," above.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

     The accompanying consolidated financial statements include the accounts of
WebLink and its wholly-owned subsidiaries. All significant intercompany balances
and transactions have been eliminated.

CASH AND CASH EQUIVALENTS

     The Company includes as cash and cash equivalents cash on hand, cash in
banks and highly liquid investments with original maturities of three months or
less.


CUSTOMER CREDITS

     The Company's Subscriber Service Agreement provides, "after activation,
neither WebLink nor any retailer will issue customer credits for used or unused
services for which payment has been received." However, it is the Company's
present policy to allow customers 365 days to apply credit balances for unused
services to future services. For customers who have terminated service and have
a net credit balance, such amounts are classified as current liabilities in the
Company's Consolidated Balance Sheets. Upon the expiration of 365 days,
unapplied credit balances in customer accounts will be recognized as revenue and
debit balances in customer accounts will be written off to allowance for
doubtful accounts.


                                      F-10
<PAGE>

INVENTORIES

     Inventories consist of subscriber devices held for resale and are stated at
the lower of cost or market. Cost is determined by using the average cost
method, which approximates the first-in, first-out method.


PRODUCT SOLD SUBJECT TO THE RIGHT OF RETURN

     See discussion under Revenue Recognition - Equipment Revenue

PROPERTY AND EQUIPMENT

     Property and equipment are stated at cost and depreciated using the
straight-line method for financial reporting purposes and accelerated methods
for tax reporting purposes over estimated useful lives ranging from three to
seven years. Depreciation expense totaled approximately $74.0 million, $74.2
million and $70.6 million for 1999, 2000 and 2001, respectively. The Company
purchases a majority of its network equipment from Glenayre Electronics, Inc.
("Glenayre"). Maintenance and repair costs are charged to expense as incurred.


     Property and equipment consisted of the following (in thousands):

<Table>
<Caption>
                                                          DECEMBER 31,
                                                    ----------------------
                                                      2000          2001
                                                    ---------    ---------
<S>                                                 <C>          <C>
              Network equipment .................   $ 319,047    $ 317,587
              Computer equipment ................      91,359       96,469
              Furniture and equipment ...........      18,763       15,703
              Leased pagers .....................      17,719       14,338
                                                    ---------    ---------
                                                      446,888      444,097
              Less: Accumulated depreciation ....    (223,688)    (278,319)
                                                    ---------    ---------
                                                    $ 223,200    $ 165,778
                                                    =========    =========
</Table>


REVENUE RECOGNITION

NETWORK REVENUES

     The Company has network strategic alliance agreements with Arch Wireless,
Inc. ("Arch"), Metrocall, Inc. ("Metrocall") and Verizon Messaging ("Verizon").
As of the end of 2001, these three carriers were the first, second and third
largest independent messaging carriers, respectively, in the United States.
These agreements are organized in two distinct phases. During the first phase,
Arch, Metrocall and Verizon may each market their switch-based wireless data
services utilizing the Company's wireless data network. During the second phase,
the agreements provide that Arch, Metrocall and Verizon will install their own
networks leveraging the Company's infrastructure and sites, so the parties share
certain capital and operating expenses, which significantly lowers costs for
both companies.

     As of year end 2001, Metrocall and Verizon are actively marketing their
switch-based wireless data services under phase one of their agreements.
Metrocall has not yet elected to enter the second phase. Management expects
Metrocall to file a voluntary petition under Chapter 11 in the near future, so
no assurance can be given that the agreement will remain in effect for its
stated term. Verizon has elected to enter phase two in a limited geographic area
and continues to offer phase one switch-based services in the remainder of the
U.S. In 2000, Arch acquired Paging Network, Inc. and its wireless data network.
Arch has utilized the phase one switch-based services only to a limited extent
for coverage where its network has no coverage. Arch has filed a petition under
Chapter 11. It has informed the Company that it intends to reject and terminate
the strategic alliance agreement, but would like to negotiate a new agreement
that does not contain the phase two obligations. There can be no assurance of
the success of the arrangements with Arch, Metrocall and Verizon or of similar
arrangements with other smaller paging carriers.

     As part of the second phase of the agreements, the companies have agreed to
pay a non-recurring engineering fee ("NRE"), which represents access to
WebLink's technology for constructing a two-way network. This fee will be
recognized by the Company on a straight line basis as network revenues over the
period from the election date for the second phase to the end of the contract.
As part of the Verizon agreement, the Company pays Verizon an NRE for the use of
some of its sites, which is recognized on a straight line basis over a similar
period as technical expense. Also, during the second phase of the strategic
alliance agreements, the Company installs at designated sites in its network,
receivers and other equipment purchased by the strategic partner that is
dedicated to serving the strategic partner's customers. The Company records
installation revenues each month, as installation services are provided and fees
are earned. In addition, the Company recognizes non-airtime service revenues for
other network services, such as maintenance fees, as these fees are earned.


                                      F-11
<PAGE>

     The Company did not recognize any revenue from installation services in
2001 and management believes that it is unlikely that the Company will provide
these types of services in 2002 or 2003 due to market conditions.


SAB 101 - MULTIPLE-ELEMENT ARRANGEMENTS

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101"), which was adopted during the fourth quarter of 2000, effective January 1,
2000. SAB 101 provides additional guidance on revenue recognition as well as
criteria for when revenue is generally realized and earned. The adoption of SAB
101 resulted in a $149,000 charge in 2000, which was reported as a cumulative
effect of a change in accounting principle. Under the provisions for SAB 101
relating to multiple-element revenue arrangements, the Company is required to
bundle the equipment revenue and airtime revenue associated with sales of
wireless data devices in the Wireless Data Division, except those sold to
retailers. Sales of one-way devices in the Traditional Paging Division are not
bundled. See discussion of Revenue Recognition for Equipment Revenue, below.

     As a result of the adoption of SAB 101, the Company is deferring the
recognition of equipment revenue and the related cost of sales, to the extent of
the revenue, over the three year expected life of a subscriber. Any cost of
equipment in excess of revenues from the sale of equipment is recognized at the
time of sale and is not deferred. The deferred revenue is recorded as other
long-term liabilities and has a balance of $12.6 million and $11.6 million at
December 31, 2000 and 2001, respectively. The deferred cost of sales is recorded
as other assets and has a balance at December 31, 2000 and 2001 of $12.4 million
and $11.1 million, respectively.

     Prior to implementing SAB 101, the Company recognized revenue and cost of
sales for equipment upon the sale of the device.

SALES INCENTIVES AND REBATES

     In accordance with the Emerging Issues Task Force's abstract number 00-14
"Accounting for Certain Sales Incentives" ("EITF 00-14"), the Company
reclassified sales incentives to revenues from selling expense beginning in the
year 2000. The Company reclassed $744,000 of sales incentives for 1999.

     During the third quarter of 2000, the Company initiated its national retail
sales efforts for the new Motorola Talkabout T900 product. This sales program
includes certain sales incentives paid to specified retailers when the product
is sold by the retailer. These sales incentives, which result in a loss on the
product, are recorded as a reduction to equipment revenue in the period the
products are shipped to retailers. Consumer rebates are recorded upon activation
by the customer as a deferred charge based on the Company's estimated redemption
rate. The deferred charge is recognized as a reduction of airtime revenue over
the service period commitment.

EQUIPMENT REVENUE

     The Company's Traditional Paging Division recognizes equipment revenue,
cost of equipment and expenses upon the shipment of subscriber devices adjusted
by allowances for normal returns. For the Company's Wireless Data Division,
under the provisions for SAB 101 relating to multiple-element revenue
arrangements, the Company is required to bundle the equipment revenue and
airtime revenue associated with sales of wireless data devices, except those
sold to retailers. The Company recognizes the revenue and related cost of sales
over the expected customer relationship, which the Company estimates is three
years. Due to the newness of the wireless data devices and the nature of the
arrangements with retailers, the Company is not recognizing revenue on these
units until the retailers sell them to consumers. Hence, equipment revenue
received from the retailer is recorded as deferred revenue until the device is
sold to the consumer. Likewise, product sold subject to the right of return by
the retailer is recorded as an asset until sale to the consumer. The Company
recorded an asset of $4.7 million and $0.6 million for units held in retailers'
inventory at December 31, 2000 and 2001, respectively.

     In the fourth quarter 2001, the Company de-emphasized its retail
distribution channels. Additionally, in the fourth quarter 2001, the Company
rejected and terminated a significant number of contracts with retailers through
the bankruptcy process and therefore no longer accepts returns from those
retailers.

LICENSING REVENUE

     Patent licensing revenues are recognized on a straight-line basis over the
period of benefit. Patent licensing revenues of $285,000 are included in
recurring revenues in 1999, $3.6 million in 2000 and zero in 2001.


                                      F-12
<PAGE>


RECURRING AND DEFERRED REVENUE

     Recurring revenues, including revenue from airtime charges and fees for
other services such as voice mail, customized coverage options and toll-free
numbers, are recognized in the month in which the service is provided. Deferred
Revenue relates to airtime services and represents advance billings for services
not yet performed. Such revenue is deferred and recognized in the month in which
the service is provided.

RESTRUCTURING

     In late 2000 and the first quarter of 2001, the Company expected that its
operations would not generate sufficient cash flow in 2001 to fund its operating
expenses, capital expenditures and interest payments. In the first quarter of
2001, the market environment continued to deteriorate and the Company was unable
to raise the necessary capital. As a result, the Company's Board of Directors
and management decided to explore other alternatives such as restructuring the
Company's debt and/or a strategic combination with a company that would
complement the Company's business. However, based on the Company's cash
constraints and its inability to raise immediate capital, the Company decided to
bring its expenditures more in line with its then current revenues.

     In February 2001, the Company significantly reduced the size of its field
sales strategic business unit ("SBU"). As a part of that downsizing, the Company
closed approximately 17 of its field sales offices and one of its customer
support centers. The Company had a reduction-in-force ("RIF") of approximately
128 employees. The Company incurred $0.3 million in restructuring charges.
However, the Company's efforts to find a strategic combination continued, and on
April 2, 2001, the Company and Metrocall announced that they had agreed to
merge. The companies planned to effect the merger through concurrent Chapter 11
bankruptcy reorganizations commencing in May 2001. The consummation of the
merger was subject to the satisfaction of certain conditions, including each
company's ability to obtain adequate financing.

     At that time, the Company's operating plans were based on receiving
approximately $50 million in debtors-in-possession ("DIP") financing to cover
the Company's cash requirements in 2001 through the Chapter 11 process. However,
the Company was unable to secure that level of commitment. As a result, it was
necessary for the Company to develop a revised financial plan which would allow
the Company to continue operations at an expense level more consistent with its
then current cash flow from operations. As a result, in May 2001 the Company
closed its seven remaining field sales offices, one of its call centers and had
a RIF of approximately 250 employees. The Company incurred $2.5 million in
restructuring charges in the second quarter.

     In mid-May 2001, Metrocall announced that it was terminating the merger
agreement. The Company determined that its best course was to pursue a stand
alone restructuring, a financing transaction or a strategic combination through
the bankruptcy process. See Chapter 11 Filing above.

     In September 2001, the Company announced that over the course of the year
its monthly revenues had declined significantly. Some of this decline was
expected and planned for in the Company's revised budget in May. However,
neither the full extent nor the full duration of the decline was, or could have
been, anticipated at that time. The Company had experienced a substantial
decrease in revenues from its consumer customers attributable primarily to its
National Retail and Reseller SBUs. The Company anticipated further revenue
declines in these consumer areas until such time as the economy rebounded and
less expensive wireless data devices became available. As a result of the
decline in revenues, the Company announced its plans to consolidate its
distribution and warehouse facilities and have a RIF in the fourth quarter of
2001. Related expenses were accrued during the third quarter of 2001.

     As a result, to further align its expenses with its revenues and to
capitalize on its strengths, the Company began focusing its resources on its
core telecommunications wholesale business and its core strategic national
accounts business. As part of the internal refocusing, WebLink announced on
October 31, 2001 that it would be eliminating its National Retail strategic
business unit ("SBU") and streamlining its operations by consolidating its
distribution and sales efforts into two SBUs - Carrier Services and Business
Sales. This consolidation resulted in additional RIF's in November and December
2001. By December 31, 2001, the Company had laid off most of its National Retail
SBU employees, closed all but one of its call centers, consolidated its
distribution and warehouse facilities and further reduced the personnel in its
corporate headquarters. Approximately 320 positions were eliminated through
these two RIFs. In addition, the Company rejected through the bankruptcy process
substantially all of its material contracts with its traditional and online
retailers, which terminated its relationship with these retailers and allowed
the Company to avoid paying significant continuing fees and costs that would
otherwise have been associated with termination of these agreements. As a
result, the Company incurred approximately $2.0 million and $1.0 million in
restructuring in the third and fourth quarters of 2001, respectively.


                                      F-13
<PAGE>

     As of December 31, 2001, substantially all of the restructuring expenses
had been paid.


SIGNIFICANT CUSTOMER

     In 2000 and 2001, the Company had one customer that accounted for 11.9% and
10.6% of total revenues, respectively. The Company had no customer that
accounted for 10% or greater of total revenues in 1999.

ADVERTISING EXPENSES

     Advertising expenses are expensed as incurred. Advertising expense for the
year ended December 31, 1999, 2000 and 2001 was $6.4 million, $9.8 million and
$0.7 million, respectively.

EARNINGS PER SHARE

     Net loss per share amounts as reflected on the consolidated statements of
operations are based upon the weighted average number of common shares
outstanding.

     Under the provisions of Statement of Financial Accounting Standards No. 128
- Earnings per Share, dilutive securities are excluded from the calculation of
earnings per share when there is a net loss because their inclusion would be
anti-dilutive. The securities listed below were not included in the computation
of diluted loss per share, since the effect from the conversion would be
anti-dilutive.


<Table>
<Caption>
                      DECEMBER 31, 1999   DECEMBER 31, 2000   DECEMBER 31, 2001
                      -----------------   -----------------   -----------------
<S>                   <C>                 <C>                 <C>
Stock Options .....      6,190,848             7,690,210         4,692,971
Phantom Stock .....             --             1,075,000            75,000
Warrants ..........        640,758             1,134,088         1,134,088
                         ---------             ---------         ---------
                         6,831,606             9,899,298         5,902,059
                         =========             =========         =========
</Table>

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. Key
judgements and estimates included in the Company's consolidated financial
statements include revenue recognition, allowance for doubtful accounts,
inventory reserves and estimates used in the recovery of long-lived assets.

RECLASSIFICATIONS

     Certain amounts in the prior years' consolidated financial statements have
been reclassified to conform with the current year presentation.

ACCOUNTING FOR LONG-LIVED ASSETS

     Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of "
("SFAS 121") establishes accounting standards for the impairment of long-lived
assets, certain identifiable intangibles, and goodwill related to those assets
to be held and used, and long-lived assets and certain identifiable intangibles
to be disposed of. SFAS 121 requires that those assets to be held and used be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable through future cash
flows. SFAS 121 requires that those assets to be disposed of be reported at the
lower of the carrying amount or the fair value less cost to sell. The Company
performed evaluations of the recoverability of its long-lived assets based upon
its business plan including its plan to emerge from bankruptcy. SFAS 121 did not
affect the Company's results of operations for 1999 and 2001. In 2000 the
Company recognized a $354,000 impairment of an intangible asset. In the future,
the Company will evaluate its long lived assets under the guidance of Financial
Accounting Standards Board Statement No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets ("SFAS 144"). See Note 17.

3. NARROWBAND PERSONAL COMMUNICATIONS SERVICES LICENSES

     During July and December 1994, the Company participated in auctions of
Narrowband Personal Communications Services ("NPCS") licenses conducted by the
FCC. As a result of the auctions, the Company was


                                      F-14
<PAGE>


awarded two nationwide NPCS licenses for a total purchase price of approximately
$133 million. Amortization of the NPCS licenses commenced in 1998 for those
markets placed in service. The NPCS licenses are amortized straight-line over a
period of 40 years. The amount of spectrum available for NPCS is a limited
resource as there is only a finite amount of spectrum. Additionally, the
spectrum covered by the Company's licenses is not subject to deterioration.
Accordingly, the Company has used an amortization period of 40 years for the
periods ending December 31, 1999, 2000 and 2001. Amortization expense was $3.3
million for 1999, 2000 and 2001. Beginning January 1, 2002, the Company will
adopt Financial Accounting Standards Board Statement No. 142, "Goodwill and
Other Intangible Assets, "(SFAS 142"). The Company is still evaluating the
impact of SFAS 142. See Note 17.


4. INVESTMENT IN UNCONSOLIDATED SUBSIDIARY

     Effective November 15, 1995, PageMart International, Inc. purchased 200,000
shares of common stock of PageMart Canada Limited ("PageMart Canada") which
represented 20% of the ownership of PageMart Canada. The remaining 800,000
shares were held by PageMart Canada Holding Limited ("Canada Holding"). Canada
Holding was owned 50% (1,000,000 shares of class A common stock) by third-party
Canadian investors unrelated to PageMart International Inc. and 50% (1,000,000
shares of class B common stock) by PageMart International, Inc. The common
shares had identical economic rights, but voting control of Canada Holding was
held by the class A common stockholders as the class A shares have two votes per
share. The Company accounted for its investments in PageMart Canada and Canada
Holding under the equity method.

     On February 1, 2000, PageMart International, Inc. sold its investments in
PageMart Canada to Bell Mobility Paging Inc. ("Bell Mobility"), a wholly-owned
subsidiary of Bell Canada. PageMart International, Inc. received cash
consideration and Bell Mobility repaid certain intercompany liabilities by
providing Canadian roaming credits. The Canadian roaming credits are recorded at
present value using an 11-1/4% discount rate. A nonrecurring gain of
approximately $3.3 million was recognized on this transaction. The terms of the
sale established an exclusive 10-year network relationship with Bell Mobility as
the Canadian member of the Company's international network. Concurrently,
pursuant to the Agreement Among Stockholders of PageMart Canada dated July 28,
1995, 714,286 shares of class A common stock of WebLink were issued in exchange
for the 1,000,000 class A common shares held by the third-party Canadian
investors in Canada Holding.

5. OTHER CURRENT ASSETS

     Other current assets consisted of the following (in thousands):


<Table>
<Caption>
                                                               DECEMBER 31,
                                                            -----------------
                                                              2000      2001
                                                            -------   -------
<S>                                                         <C>       <C>
                               Prepaid assets ............  $ 5,662   $ 4,483
                               Taxes receivable ..........       --     4,958
                               Other .....................    1,745     1,111
                                                            -------   -------
                                                            $ 7,407   $10,552
                                                            =======   =======
</Table>

Taxes receivable represent the Company's filed refund returns for certain
states' sales and use taxes.


6. OTHER CURRENT LIABILITIES

     Other current liabilities consisted of the following (in thousands):

<Table>
<Caption>
                                                               DECEMBER 31,
                                                            -----------------
                                                              2000      2001
                                                            -------   -------
<S>                                                         <C>       <C>
               Accrued interest .........................   $13,973   $ 6,409
               Accrued payroll and employee benefits ....     9,460     8,484
               Accrued taxes ............................     6,474     5,644
               Accrued sales activations payable ........     6,831     2,674
               Other ....................................     6,545    10,025
                                                            -------   -------
                                                            $43,283   $33,236
                                                            =======   =======
</Table>

7. LONG-TERM DEBT

     Long-term debt consisted of the following (in thousands):

<Table>
<Caption>
                                                                                       DECEMBER 31,
                                                                                   -------------------
                                                                                     2000       2001
                                                                                   --------   --------
<S>                                                                                <C>        <C>
11-1/4% Senior Subordinated Discount Exchange Notes, face amount
  $316,140 due February 1, 2008, at accreted value .............................   $251,733   $262,898
15% Senior Discount Exchange Notes, face amount $207,270 due
  February 1, 2005, at accreted value ..........................................    207,270    207,270
Amended Credit Facility of $100 million, bearing interest at the sum of the
  U.S. prime rate and 3.50% or LIBOR and 4.50% .................................     53,400     78,501
Vendor Financing Arrangement of $10 million, bearing interest at
  the sum of 7.00% and LIBOR for three month maturities, or 4.25%
  and the U.S. prime rate ......................................................      3,614      8,646
Capital lease obligations to vendors, bearing interest at the Company's
  incremental borrowing rate of 10.35%, secured by equipment with
  principal and interest payable over 36 months from date of financing .........      3,665      2,588
                                                                                   --------   --------
     Total debt ................................................................    519,682    559,903
     Less: Current maturities of long-term debt ................................    514,326     88,361
     Less: Liabilities subject to compromise ...................................         --    470,168
                                                                                   --------   --------
     Long-term debt ............................................................   $  5,356   $  1,374
                                                                                   ========   ========
</Table>


                                      F-15
<PAGE>

     The 11-1/4% Senior Subordinated Discount Exchange Notes due 2008 (the
"11-1/4% Exchange Notes") have an original principal amount at maturity of
$432.0 million with an initial accreted value of $249.7 million. The 11-1/4%
Exchange Notes mature on February 1, 2008. From and after August 1, 2003,
interest on the 11-1/4% Exchange Notes will be paid semiannually in cash. The
11-1/4% Exchange Notes are redeemable at any time on or after February 1, 2003,
at the option of the Company in whole or in part, at 105.625% of their principal
amount at maturity, plus accrued and unpaid interest, declining to 100% of their
principal amount at maturity plus accrued interest on and after February 1,
2006. In addition, at any time prior to February 1, 2001, up to 35% of the
accreted value of the 11-1/4% Exchange Notes may be redeemed at a redemption
price of 111.25% of their accreted value on the redemption date at the option of
the Company in connection with a public offering of its common stock, provided
that at least $280.8 million aggregate principal amount at maturity of the
11-1/4% Exchange Notes remains outstanding after each redemption.

     In March 2000, the Company issued 3.8 million shares of class A common
stock in exchange for $84.5 million accreted value ($115.9 maturity value) of
the 11-1/4% Exchange Notes. The Company also wrote down approximately $1.1
million of net deferred debt issuance costs. In connection with this
transaction, the Company recognized an extraordinary gain of $2.3 million
related to the early retirement of debt.

     In 1995, the Company issued 15% Senior Discount Exchange Notes due 2005
(the "15% Exchange Notes") and 725,445 shares of non-voting common stock, par
value $.0001 per share. Net proceeds from the issuance were approximately $100
million, of which approximately $5.1 million was allocated to the non-voting
common stock. The 15% Exchange Notes have a principal amount at maturity of
$207.3 million with an initial accreted value of $100 million. The 15% Exchange
Notes mature on February 1, 2005. From and after August 1, 2000, interest on the
15% Exchange Notes is payable semiannually in cash. The 15% Exchange Notes are
redeemable at any time on or after February 1, 2000, at the option of the
Company in whole or in part, at 105% of their principal amount at maturity, plus
accrued and unpaid interest, declining to 100% of their principal amount at
maturity plus accrued interest on and after February 1, 2002. As a result of the
Chapter 11 filing, beginning August 1, 2001, interest payments have not been
made.

     In March 1999, the Company entered into a four-year credit agreement with
Bankers Trust Company and Morgan Stanley Senior Funding, Inc. which provides for
a $100 million credit facility (the "Credit Facility"). The Credit Facility
replaced the $50 million revolving line of credit the Company established on May
11, 1995 with BT Commercial Corporation, as Agent, and Bankers Trust Company, as
issuing bank which was simultaneously terminated. The Credit Facility provides
for $75 million of multi-draw term loans (the "Term Loans") and $25 million of
revolving loans. On March 24, 1999, the Company borrowed $25 million in Term
Loans, of which approximately $12 million of the initial borrowing was used to
repay amounts outstanding under a vendor financing arrangement and to fund the
fees and expenses of the Credit Facility. The Credit Facility bears interest at
the U.S. prime rate plus 3.50% or at the London Interbank Offering Rate
("LIBOR") plus 4.50%. Prior to the amendment of the Credit Facility in December
2000, the Credit Facility bore interest at U.S. prime rate plus 2.75% or at
LIBOR plus 3.75% (see discussion of amendment, below).

     In December 2000, the Company amended the Credit Facility to provide
borrowings up to $80 million with an additional $20 million upon further
approval of the banks (the "Amended Credit Facility). In the first quarter of
2001, the Company borrowed an additional $25.1 million to pay the interest due
on the 15% Exchange Notes and support general operations. As of December 31,
2001, $78.5 million was outstanding in the form of term loans and $1.3 million
in two letters of credit as security for the capital leases of computer
equipment. As of December 31, 2001, the Company had no monies available under
the Amended Credit Facility without the banks' prior approval, as the commitment
to lend additional amounts expired with the Company's filing for reorganization.
The Amended Credit Facility bears interest at the bank's prime rate plus 3.5% or
at LIBOR plus 4.5%. The weighted average interest rate on the amounts borrowed
during the calendar year 2001 was 10.0%.

     In March 1997, the Company entered into a vendor financing arrangement with
an infrastructure vendor (the "Vendor Financing Arrangement"), providing for the
financing of infrastructure equipment over a period of 60 months from the date
of initial drawdown. In September 2000, the maximum aggregate amount available
was amended from $30 million to $10 million and is secured by the equipment
purchased. The interest rate applicable to such financing is equal to the sum of
7.00% and LIBOR for three-month maturities as published in The Wall Street
Journal or the sum of 4.25% and the U.S. prime rate of interest as published in
The Wall Street Journal. During the year ended December 31, 2001, the Company
borrowed an additional $5.7 million and at December 31, 2001,


                                      F-16
<PAGE>

$8.6 million was outstanding. The weighted average interest rate for borrowings
outstanding during the three months ended December 31, 2001 was 13.75%.

     The indentures under which the 15% Exchange Notes and the 11-1/4 %
Exchange Notes were issued, the Vendor Financing Arrangement and the Amended
Credit Facility contain certain restrictive covenants that, among other things,
limit the ability of the Company to incur indebtedness, pay dividends,
repurchase capital stock, engage in transactions with stockholders and
affiliates, create liens, sell assets, enter into leases and engage in mergers
and consolidations, and the Amended Credit Facility requires the Company to
maintain certain operating and financial performance measures and limits the
ability of the Company to make capital expenditures. At December 31, 2001 the
Company was not in compliance with such covenants. During the pendancy of the
Chapter 11 case, lenders may not pursue remedies for failure to comply with such
covenants unless they obtain the approval of the Bankruptcy Court to lift the
automatic stay imposed by Section 362 of the Bankruptcy Code.

     Scheduled maturities of long-term debt, at accreted value, and amounts
outstanding under the 11 1/4% Exchange Notes, the 15% Exchange Notes, and the
Amended Credit Facility, the Vendor Financing Agreement and the Capital leases
are as follows (in thousands):

<Table>
<Caption>
              FOR THE YEAR ENDING
                 DECEMBER 31,             AMOUNT
              -------------------         -------
<S>                                       <C>         <C>
              2002 ....................   $558,529    ($470,168 in liabilities
                                                      subject to compromise)
              2003 ....................      1,340
              2004 ....................         34
              2005 ....................         --
              2006 ....................         --
              Thereafter ..............         --
                                          --------
                                          $559,903
                                          ========
</Table>

     The Company has classified amounts outstanding under its 11-1/4% Exchange
Notes and 15% Exchange Notes as Liabilities Subject to Compromise because the
treatment and satisfaction of these obligations are dependent on the outcome of
the Chapter 11 case. The amounts borrowed under the Vendor Financing Arrangement
and the Amended Credit Facility are secured and are not subject to compromise,
however are classified as Current Maturities of Long-Term Debt because the
Company is in default as a result of the Chapter 11 filings. (See Note 1).

8. COMMITMENTS AND CONTINGENCIES

     The Company has entered into various operating lease agreements for office
space, office equipment and transmission equipment sites. Total rent expense for
1999, 2000 and 2001 was approximately $32.4 million, $32.6 million and $33.4
million, respectively.

     Future minimum lease payments related to the Company's operating and
capital leases are as follows (in thousands):

<Table>
<Caption>
              FOR THE YEAR ENDING                     OPERATING    CAPITAL
                  DECEMBER 31,                         LEASES       LEASES
              -------------------                     ---------    -------
<S>                                                   <C>          <C>
2002 ...............................................    22,989      $1,417
2003 ...............................................    16,545       1,421
2004 ...............................................     9,276          35
2005 ...............................................     6,787          --
2006 ...............................................     5,106          --
 Thereafter ........................................     5,137          --
                                                       -------      ------
 Total Minimum Lease Payments ......................   $65,840      $2,873
                                                       =======
 Less amounts representing interest ................                  (285)
                                                                    ------
Present value of future minimum lease payments .....                $2,588
                                                                    ======
</Table>


     The Company renegotiated its lease for its corporate headquarters and
reduced the amount of space leased in the first quarter of 2002. As a result,
total future minimum lease payments, shown above, will be reduced by $6.5
million.

     In March and April of 2001, the Company was served with five lawsuits
against it and John D. Beletic, its chairman, seeking to recover an unspecified
amount of monetary damages allegedly caused by the Company's alleged fraudulent
scheme to artificially inflate the price of the Company's common stock through a
series of alleged false and misleading statements to the market and alleged
material omissions in violation of federal and state securities laws. Four of
the lawsuits are filed in the U.S. District Court for the Northern District of
Texas and seek class action status on behalf of persons who purchased the
Company's common stock on the open market during the period from December 29,
2000, through February 20, 2001. The fifth lawsuit was filed in the Dallas
County Court of Law on behalf of a single stockholder that purchased the
Company's common stock on the open market during the same time period. The fifth
suit has been moved to the same federal court in which the other suits are
filed. No discovery has yet occurred, and the Company believes the lawsuits have
no merit. During the pendancy of the Chapter 11 case, plaintiffs are stayed
under Section 362 of the Bankruptcy Code from pursuing the claims in the
lawsuits.


                                       F-17
<PAGE>


     In October 2001, Glenayre filed a motion in the Bankruptcy Court to modify
the automatic stay allowing Glenayre to foreclose on collateral and terminate
non-exclusive software licenses. As of the Petition Date, the Company was
indebted to Glenayre in the amount of $8.6 million (the "Indebtedness") for the
purchase of certain network equipment and software licenses. The Indebtedness is
secured by such equipment and software licenses, which represent only a small
fraction of the infrastructure equipment that comprises the Company's network.
Nevertheless, the software licenses held by the Company relating to such
equipment are necessary for the Company to continue its current operations. The
Company does not believe that Glenayre's arguments to terminate the software
licenses would ultimately be successful; however, the issues raised by
Glenayre's pleadings have not been definitively decided by the courts in the
jurisdiction where WebLink's bankruptcy proceedings are ongoing. Therefore, in
order to avoid further litigation and to maintain its relationship with
Glenayre, the Company is negotiating an overall settlement with Glenayre that it
expects will address the continued use of the licenses and Glenayre Care
maintenance and support services. Portions or this settlement will likely be
subject to confirmation of a plan or reorganization providing certain defined
benefits for Glenayre. While the Company believes that it will reach a
settlement with Glenayre, no assurance of this can be given.

     The availability of maintenance and support services is vital to the
Company's on-going operations. If the Company was unable to purchase such
equipment, software and/or maintenance and support services, the Company could
be materially adversely impacted.

     The Company is involved in various other lawsuits arising in the normal
course of business. In management's opinion, the ultimate outcome of these other
lawsuits have no merit. During the pendancy of the Chapter 11 case, plaintiffs
are stayed under Section 362 of the Bankruptcy Code from pursuing the claims of
the lawsuit.

     On September 29, 2000, the Company entered into a volume purchase agreement
with Glenayre Electronics, Inc. (the "Volume Purchase Agreement") for the
purchase or license of $20.8 million in wireless network infrastructure
equipment and software through December 31, 2001. As of December 31, 2001, the
Company had purchased $9.5 million under this agreement. This contractual
agreement will be subject to the provisions of the Bankruptcy Code and the
Company's plan of reorganization.

     Paging subscriber devices are available from a number of manufacturers.
Wireless data subscriber devices are currently available only from Motorola,
Inc. ("Motorola"). The Company's wireless data services (other than telemetry)
currently utilize the Motorola T900 and P935 devices and the Company's wireless
telemetry services currently utilize the Motorola's Creatalink 2XT(TM). However,
on December 3, 2001, Motorola announced that as of mid 2002 it intends to
discontinue distributing wireless data products such as the Talkabout(R) T900,
Timeport(TM) P935 personal communicator and the Creatalink 2XT, as well as its
paging products. Motorola has announced its intent to sell its subscriber device
and telemetry device product lines. The Company expects that continued supply of
these products will be available from the purchasers of the product lines,
although no assurance of this can be given. In addition, the Company is working
with several domestic and foreign device manufacturers to develop additional
wireless data devices. Several of these companies have announced that they are
negotiating or have successfully negotiated with Motorola to secure a license to
the ReFLEX technology. In late 2001, Percomm, Inc. a Korean based manufacturer,
acquired the Glenayre transceiver ReFLEX radio chip set and in early 2002 hired
several members of Glenayre's engineering team. Percomm has also informed the
Company that it is close to signing a deal with Motorola that will give Percomm
the necessary rights to the ReFLEX protocol. Percomm previously supplied the
Company with paging devices and the Company is currently negotiating a deal with
Percomm pursuant to which the Company could purchase wireless data devices from
Percomm as soon as they are commercially available. In addition, WebLink is
working with several other potential manufacturers of wireless data devices to
secure purchase rights if and when they complete development of a commercially
viable device. Motorola has sold the Creatalink 2XT product line to SmartSynch.
At this time the Company is currently negotiating a purchase agreement with
SmartSynch. In addition, Advantra International has informed the Company that it
intends to have a commercial telemetry device by the end of 2002. The Company
expects to have a purchase agreement in place with Advantra by the end of the
second quarter of 2002. The Company can give no assurance, however, that
additional subscriber or telemetry devices will be developed or will be
available to the Company on acceptable terms.

     The Company believes that it has or can acquire sufficient inventories of
subscriber devices to meet its 2002 business plan. The success of the Company's
2003 business plan is dependent on its ability to purchase wireless data
subscriber devices in adequate quantities to meet its customers' demands. The
Company's inability to fulfill customers' orders based on shipment delays or the
unavailability of devices would materially adversely impact the Company's
projected units in service, business and results of operations for 2003 and
beyond and raise substantial doubt about the Company's ability to continue as a
going concern.


                                      F-18
<PAGE>

9. FAIR VALUES OF FINANCIAL INSTRUMENTS

     The following methods and assumptions were used by the Company in
estimating the fair value disclosures for its financial instruments. For cash
and cash equivalents, the carrying amounts reported in the Consolidated Balance
Sheets are equal to fair value. At December 31, 2001 the estimated fair value of
debt is based upon quoted market prices for publicly traded debt and based on
the appropriate interest rate at year-end for all other debt. At December 31,
2001, the fair value of long-term debt is not readily determinable, except for
capital leases, which is noted. As the Company filed for Bankruptcy on May 23,
2001, the market for the 11 1/4% and 15% Exchange Notes has minimal trading and
the Credit Facility and Vendor Financing Arrangement fair value is not
determinable.


     The carrying amounts and fair values of the Company's financial instruments
at December 31, 2000 and 2001, are as follows (in thousands):

<Table>
<Caption>
                                       DECEMBER 31, 2000      DECEMBER 31, 2001
                                     --------------------    -------------------
                                     CARRYING      FAIR      CARRYING     FAIR
                                      AMOUNT      VALUE       AMOUNT      VALUE
                                     --------    --------    --------    -------
<S>                                  <C>         <C>         <C>         <C>
Cash and cash  equivalents ......    $  7,097    $  7,097    $ 13,970    $13,970
Long-term debt ..................    $519,682    $300,036    $559,903    $ 2,258
</Table>


10. STOCKHOLDERS' DEFICIT

PREFERRED STOCK

     Under the Company's Certificate of Incorporation, the Board of Directors
has the power to authorize the issuance of one or more classes or series of
preferred stock and to fix the designations, powers, preferences and relative,
participating, optional or other rights, if any, and the qualifications,
limitations or restrictions thereof, if any. At December 31, 2000 and 2001, 10
million shares of preferred stock were authorized with a par value of $.0001;
none were issued and outstanding.

COMMON STOCK

     In October 1993, the Company issued warrants to purchase 627,900 shares of
its common stock for $3.26 per share. The warrants were valued at $5.50 per
share at the date issued. The warrants may be exercised at any time prior to
December 31, 2003 or they expire. As of December 31, 2000 and 2001, 427,340 of
the warrants were outstanding.

     In October 1995, the Company's Certificate of Incorporation was amended
(the "Amended Certificate") and at that time the Amended and Restated Agreement
Among Certain Stockholders of PageMart Nationwide, Inc. dated September 19, 1995
(as subsequently amended, the "Stockholders Agreement"), became effective. The
Amended Certificate provides that the Company will have four classes of
outstanding common stock, summarized as follows:

<Table>
<Caption>
                                                     SHARES ISSUED AND OUTSTANDING
                                                ---------------------------------------
                                                                    DECEMBER 31,
                                                  SHARES      -------------------------
                                                AUTHORIZED       2000           2001
                                                ----------    ----------     ----------
<S>                                             <C>           <C>            <C>
Class A Convertible Common Stock,
$.0001 par value per share (the "Class
A Common Stock") ..........................     60,000,000    42,568,859     42,277,136
Class B Convertible Non-Voting Common
Stock, $.0001 par value per share (the
"Class B Common Stock") ...................     12,000,000     3,809,363      3,809,363
Class C Convertible Non-Voting Common
Stock, $.0001 par value per share (the
"Class C Common Stock") ...................      2,000,000            --             --
Class D Convertible Non-Voting Common
Stock, $.0001 par value per share (the
"Class D Common Stock") ...................      1,000,000       131,250        131,250
                                                ----------    ----------     ----------
                                                75,000,000    46,509,472     46,217,749
                                                ==========    ==========     ==========
</Table>

     Upon filing of the Amended Certificate, all shares of previously
outstanding voting common stock were automatically converted into shares of
Class A Common Stock, and all shares of previously outstanding non-voting common
stock issued in 1995 (see note 7) were converted into shares of Class D Common
Stock. Additionally, pursuant to the Stockholders' Agreement, a number of shares
of Class A Common Stock owned by certain institutional investors were
automatically converted into shares of Class B Common Stock and Class C Common
Stock.


                                      F-19
<PAGE>


     Classes A, B and C Common Stock are convertible by certain institutional
investors subject to voting control and regulatory restrictions at any time at
the option of the holder, in accordance with the terms of the Amended
Certificate. Class A Common Stock is convertible by certain holders into either
Class B or C Common Stock. Classes B, C and D Common Stock are convertible to
Class A Common Stock.

     On March 20, 1995, the Company granted to a strategic partner warrants to
purchase a total of 206,748 shares of the Company's common stock at an exercise
price of $10.00, all of which are outstanding at December 31, 2001. The warrants
may be exercised in whole or in part starting on March 20, 1997 and expire on
March 21, 2005.

     In September 2000, the Company signed an agreement with Yahoo! Inc.
("Yahoo!"). In conjunction with this agreement, the Company issued a warrant to
Yahoo! to purchase 500,000 shares of the Company's class A common stock at an
exercise price of $9.60 a share. The Company followed the accounting outlined in
EITF 96-18, "Accounting for Equity Investments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services" and
Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation", to account for the warrant. On April 16, 2001, the Company
received from Yahoo!, Inc., notice of termination of the agreement between the
Company and Yahoo!, Inc. because of the Company's announced intention to file a
Chapter 11 bankruptcy petition and other alleged breaches of the agreement.
Yahoo!, Inc., reserved all rights to which it may be entitled by law. Therefore,
the $0.8 million intangible asset related to 200,000 of the warrants issued to
Yahoo!, Inc. was expensed in the second quarter of 2001. In addition, the
300,000 remaining warrants vested and became exercisable on the Petition Date.
In conjunction with the vesting of these additional warrants, the Company
determined the fair value of the warrants as of the vesting date and recognized
$3,668 as cost of equipment sold and $7,335 as amortization expense as there
were no future benefits associated with the warrants. The warrants were valued
using the Black-Scholes Pricing model.

     On November 3, 2000, the Company filed with the Securities and Exchange
Commission a shelf registration statement on Form S-3 of 8,500,000 shares of its
class A convertible common stock. None of the registered shares have been
issued.

     Following is a schedule of common stock reserved at December 31, 2001:

<Table>
<Caption>
                                                              SHARES
                                                           ----------
<S>                                                        <C>
              Exercise of common stock warrants .........   1,134,088
              Stock option ..............................   9,711,003
              Employee Stock Purchase Plan ..............     309,349
              Non-Employee/Director Stock Option  Plan ..     300,000
              Shelf Registration ........................   8,500,000
                                                           ----------
                                                           19,954,440
                                                           ==========
</Table>


TREASURY STOCK

     In 1999, the Company purchased 8,000 shares of common stock for $68,000.
These shares have been reissued by the Company through the December 31, 2000
purchase of shares by employees in the employee stock purchase plan.


11. STOCK OPTION/STOCK ISSUANCE/STOCK PURCHASE PLANS

                            STOCK COMPENSATION PLANS

     At December 31, 2001, the Company had three stock-based compensation plans:
the Fifth Amended and Restated 1991 Stock Option Plan ("1991 Plan"), the 1996
Nonqualified Formula Stock Option Plan for Non-Employee Directors ("Directors
Plan"), and the 2000 Flexible Incentive Plan ("2000 Plan"). The Company
terminated its Employee Stock Purchase Plan in March, 2001. The Company applies
Accounting Principles Board Opinion 25 and related Interpretations to account
for expenses related to its plans. Accordingly, no compensation costs have been
recognized for its fixed option plans or its employee stock purchase plan. If
compensation costs for these plans had been determined based on the fair value
at the grant dates for awards under the plans consistent with the method of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), the Company's net loss and loss per share would have
been increased to the pro forma amounts indicated below:

<Table>
<Caption>
                                                          1999          2000         2001
                                                       ---------     ---------    ----------
<S>                                      <C>           <C>           <C>          <C>
Net loss (in 000's) ..................   As reported   $ (99,867)    $(117,801)   $(107,903)
                                         Pro forma      (104,551)     (123,467)    (110,616)
Basic and diluted loss per share .....   As reported   $   (2.47)    $   (2.59)   $   (2.32)
                                         Pro forma         (2.58)        (2.71)       (2.38)
</Table>


                                      F-20
<PAGE>

                            FIXED STOCK OPTION PLANS

     Under the 1991 Plan, the Company may grant options to its employees for up
to 9,500,000 shares of class A common stock. Under the Directors Plan, the
Company may grant options to its non-employee directors for up to 300,000 shares
of common stock. Under the 2000 Plan, the Company may grant options to its
employees and directors or consultants who render services which contribute to
the future success and growth of the Company for up to 3,000,000 shares. Under
the three plans, the exercise price of each option equals the market price of
the Company's stock at the close of the market on the date of grant and an
option's maximum term is 10 years. Options are granted at various times during
the year and generally vest over five years under the 1991 Plan, four years
under the 2000 Plan, and over three years under the Directors Plan. The plans
are administered by the Compensation Committee of the Board of Directors.

     On February 10, 2000, 1,075,000 shares of Phantom Stock were granted under
the 2000 Plan with a three year vesting period. The Phantom Stock is payable in
the Company's class A common stock at zero cost to the recipients upon the
occurrence of certain events. Based on the closing market price of $23.8125
reported on The Nasdaq Stock Market ("Nasdaq") on February 10, 2000, these
grants have an aggregate market value of $25.6 million. On December 6, 2001,
1,000,000 shares of the Phantom Stock was surrendered to the Company. As a
result, approximately $8.5 million of deferred compensation related to unvested
Phantom Stock was reversed. The compensation cost associated with the grants is
recorded as amortization of stock compensation over the vesting period.
Accordingly, $8.0 million was expensed in 2001 and $8.5 million was expensed in
2000.

     The pro forma net loss and loss per share amounts disclosed above reflect
the SFAS 123 adjustment for pro forma compensation cost for the fair value of
each option grant, which was estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions:

<Table>
<Caption>
                                                        1999      2000      2001
                                                       ------    ------    ------
<S>                                                    <C>       <C>       <C>
  1991 PLAN:
   Dividend yield .................................       --        --        --
   Expected volatility ............................     73.0%     92.0%    131.7%
   Average risk-free interest rate ................      5.7%      6.2%      4.5%
   Expected term in years .........................      8.1       5.9       3.6
  2000 PLAN:
   Dividend yield .................................       --        --        --
   Expected volatility ............................       --      92.0%       --
   Average risk-free interest rate ................       --       5.0%       --
Expected term in years ............................       --       5.4        --
  DIRECTORS PLAN:
   Dividend yield .................................       --        --        --
   Expected volatility ............................     73.0%     92.0%    131.7%
   Average risk-free interest rate ................      5.3%      6.7%     5.18%
   Expected term in years .........................     10.0      10.0      10.0
</Table>


     A summary of the status of the Company's 1991 Plan, 2000 Plan and Directors
Plan as of December 31, 1999, 2000 and 2001 and changes during those years is
presented below:

<Table>
<Caption>
                                                                         1991 PLAN

                                                  1999                   2000                  2001
                                          ------------------      ------------------     ------------------
                                                    WEIGHTED                WEIGHTED               WEIGHTED
                                                    AVERAGE                 AVERAGE                AVERAGE
                                          SHARES    EXERCISE      SHARES    EXERCISE     SHARES    EXERCISE
                                           (000)     PRICE         (000)      PRICE       (000)     PRICE
                                          ------    --------      ------    --------     ------    --------
<S>                                       <C>       <C>           <C>       <C>          <C>       <C>
Outstanding at beginning of year ......    5,651    $   7.30       6,116    $   6.87      6,389    $   7.77
Granted ...............................    1,869        5.60       3,180       14.50         75        0.90
Exercised .............................     (257)       4.62      (1,192)       6.88         --          --
Forfeited .............................   (1,147)       7.40      (1,715)      17.72     (2,655)   $   7.81
                                          ------    --------      ------                 ------
Outstanding at end of year ............    6,116    $   6.87       6,389    $   7.77      3,809    $   7.60
                                          ======                  ======                 ======
Options exercisable at year-end .......    2,303    $   6.84       2,025    $   6.85      1,993    $   7.22
                                          ======                  ======                 ======
Weighted-average fair value of
options granted during the year ......              $   4.28                $  11.51               $   0.72
                                                    ========                ========               ========
</Table>

<Table>
<Caption>
                                                            2000 PLAN

                                                2000                     2001
                                          ------------------      ------------------
                                                    WEIGHTED                WEIGHTED
                                                    AVERAGE                 AVERAGE
                                          SHARES    EXERCISE      SHARES    EXERCISE
                                           (000)     PRICE         (000)      PRICE
                                          ------    --------      ------    --------
<S>                                       <C>       <C>           <C>       <C>
Outstanding at beginning of year ......       --          --       1,195    $   8.00
Granted ...............................    1,224    $   8.00          --          --
Exercised .............................       --          --          --          --
Forfeited .............................      (29)       8.00        (361)       8.00
                                          ------                  ------
Outstanding at end of year ............    1,195    $   8.00         834    $   8.00
                                          ======                  ======
Options exercisable at year-end .......       --    $   8.00         238    $   8.00
                                          ======                  ======
Weighted-average fair value of
options granted during the year .......             $   2.23                $     --
                                                    ========                ========
</Table>


                                      F-21
<PAGE>


<Table>
<Caption>
                                                                   DIRECTORS PLAN

                                                 1999                    2000                   2001
                                          ------------------      ------------------     ------------------
                                                    WEIGHTED                WEIGHTED               WEIGHTED
                                                    AVERAGE                 AVERAGE                AVERAGE
                                          SHARES    EXERCISE      SHARES    EXERCISE     SHARES    EXERCISE
                                           (000)     PRICE         (000)      PRICE       (000)     PRICE
                                          ------    --------      ------    --------     ------    --------
<S>                                       <C>       <C>           <C>       <C>          <C>       <C>
Outstanding at beginning of year ......       50    $   9.03          75    $   7.50        100    $  10.44
Granted ...............................       25        4.44          25       19.25         25        0.25
Exercised .............................       --          --          --          --         --          --
Forfeited .............................       --          --          --          --        (75)       7.50
                                          ------                  ------                  -----
Outstanding at end of year ............       75    $   7.50         100    $  10.44         50     $  9.75
                                          ======                  ======                  =====
Options exercisable at year-end .......       42    $   9.38          67    $   9.58         25     $ 12.92
                                          ======                  ======                  =====
Weighted-average fair value of
options granted during the year .......             $   3.60                $  17.27               $   0.25
                                                    ========                ========               ========
</Table>

    The following table summarizes information about fixed stock options
outstanding at December 31, 2001:

<Table>
<Caption>
                                    OPTIONS OUTSTANDING                              OPTIONS EXERCISABLE
                                    -------------------                        ------------------------------
                         NUMBER        WEIGHTED-AVG.                             NUMBER
    RANGE OF          OUTSTANDING       REMAINING           WEIGHTED-AVG.      EXERCISABLE     WEIGHTED-AVG.
EXERCISE PRICES       AT 12/31/01    CONTRACTUAL LIFE       EXERCISE PRICE     AT 12/31/01     EXERCISE PRICE
<S>                   <C>            <C>                    <C>                <C>             <C>
     1991 PLAN
$ 0.00 to  2.50          88,500            5.6                 $ 0.7006            36,500         $ 1.0000
  2.51 to  5.00         876,866            8.0                   3.2911           314,810           3.4527
  5.01 to 10.00       2,185,390            5.4                   7.0520         1,495,962           7.2781
 10.01 to 12.50         295,407            7.5                  10.6278            64,129          10.6379
 12.51 to 15.00         112,643            8.3                  13.3125            22,869          13.3125
 15.01 to 17.50              --             --                       --                --               --
 17.51 to 20.00              --             --                       --                --               --
 20.01 to 22.50              --             --                       --                --               --
 22.51 to 25.00         250,607            6.9                  23.8125            58,792          23.8125
 25.01 to 30.00              --             --                       --                --               --

     2000 PLAN
$ 0.00 to 10.00         833,558            8.4                $  8.0000           238,018         $ 8.0000

DIRECTORS PLAN
$ 0.00 to 10.00          25,000            9.2                $  0.2500             8,333         $ 0.2500
 10.01 to 20.00          25,000            8.1                  19.2500            16,666          19.2500
</Table>


                          EMPLOYEE STOCK PURCHASE PLAN

     The Company terminated the Employee Stock Purchase Plan in March 2001.
    Under the plan, the Company was authorized to issue up to 500,000 shares of
    common stock to its eligible employees. Employees could choose on January 1,
    April 1, July 1 and October 1 of each year to have a portion of their
    earnings not to exceed $25,000 of market value per year withheld to purchase
    the Company's common stock. The purchase price of the stock was 90 percent
    of the lower of the market price on the grant date or the market price on
    the March 31, June 30, September 30 or December 31 immediately following the
    grant date of an option. Under the Plan, the Company sold 34,794 shares in
    1999, 44,914 shares in 2000 and no shares in 2001. The weighted-average fair
    value of the purchased rights granted in 1999 was $1.97 and $3.93 in 2000.
    The pro forma net loss and loss per share amounts disclosed above reflect
    the SFAS 123 adjustment for pro forma compensation cost for the fair value
    of the employees' purchase rights, which was estimated using the
    Black-Scholes model with the following assumptions:

<Table>
<Caption>
                                                   1999       2000      2001
                                                  ------     ------    ------
<S>                                               <C>        <C>       <C>
         EMPLOYEE STOCK PURCHASE PLAN:
           Dividend yield .....................       --         --        --
           Expected volatility ................     73.0%      92.0%       --
           Average risk-free interest rate ....      5.3%       5.6%       --
           Expected term in years .............      0.5        0.3        --
</Table>

12.  FEDERAL INCOME TAXES

     The Company accounts for income taxes in accordance with Statement of
    Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
    109"). SFAS 109 requires an asset and liability approach which requires the
    recognition of deferred tax assets and liabilities for the expected future
    tax consequences of events that


                                      F-22
<PAGE>


have been recognized in the Company's consolidated financial statements. The
Company had approximately $284.4 million of net operating loss carryforwards for
federal income tax purposes at December 31, 2001. The net operating loss
carryforwards will expire in the years 2006 through 2021 if not previously
utilized. The utilization of these carryforwards is subject to certain
limitations and may be further limited based upon the structure of any
transaction to emerge from Chapter 11.

     The Company has recorded a valuation reserve equal to its net deferred tax
asset at each reporting period as management believes that it is more likely
than not that such asset will not be realized, due to historical and anticipated
future operating losses. Management will evaluate the appropriateness of such
reserve in the future if and when future operating income is generated.

     Deferred income taxes reflect the tax consequences on future years of
temporary differences between the tax basis of assets and liabilities and their
financial reporting basis and the potential benefits of certain tax
carryforwards. The significant deferred tax assets and liabilities, as
determined under the provisions of SFAS 109, and the change in those assets and
liabilities are as follows (in thousands):



<Table>
<Caption>
                                            DECEMBER 31,               DECEMBER 31,
                                               2000         CHANGE         2001
                                            ------------   ---------   ------------
<S>                                         <C>            <C>         <C>
Gross deferred tax asset:
  Net operating loss carryforwards ......    $  95,117     $   1,563     $  96,680
  Bad debt reserve ......................        7,550         5,252        12,802
  Inventory reserve .....................        3,296         1,489         4,785
  Accretion of Senior Discount Notes ....       86,115        10,157        96,272
  Other .................................        2,405        (2,887)         (482)
                                             ---------     ---------     ---------
                                               194,483        15,574       210,057
Gross deferred tax liability:
  Depreciation ..........................        2,503         3,798         6,301
                                             ---------     ---------     ---------
                                               196,986        19,372       216,358
     Valuation allowance ................     (196,986)      (19,372)     (216,358)
                                             ---------     ---------     ---------
     Net deferred tax asset .............    $      --     $      --     $      --
                                             =========     =========     =========
</Table>

     The Company's effective tax rate for the years ended December 31, 2000 and
2001 differs from the statutory tax rate primarily due to the Company having net
losses and the net deferred tax assets are fully reserved.


13. EXTRAORDINARY ITEMS

     As discussed in Note 7, the Company incurred an extraordinary gain of $2.3
million in the first quarter of 2000 related to the early retirement of debt.

     In connection with the bankruptcy, the Company has settled some
pre-petition debt. As a result, the Company has recognized an extraordinary gain
of $338,000 in the fourth quarter of 2001.


14. COMPREHENSIVE INCOME (LOSS)

     In January 1998, the Company adopted the Financial Accounting Standards
Board Statement No. 130, "Reporting Comprehensive Income," which establishes
standards for reporting comprehensive income and its components within the
financial statements. Comprehensive income is defined as all changes in the
equity of a business enterprise from transactions and other events and
circumstances, except those resulting from investments by owners and
distributions to owners. The Company's comprehensive income components are
immaterial for 1999, 2000 and 2001 and, therefore, comprehensive income (loss)
is the same as net income (loss) for these periods.

15. RELATED-PARTY TRANSACTIONS

     An affiliate of the Company received $1.1 million in syndication fees
associated with the issuance of the Credit Facility in 1999, $175,000 in fees
associated with the amendment of the Credit Facility in December of 2000 and
approximately $150,000 in connection with negotiating and finalizing the DIP
financing. The Company also engaged the affiliate as a financial advisor in
connection with the negotiations of a possible merger with Metrocall and paid
the affiliate $30,000.

     As of December 31, 2000 and 2001, certain officers of the Company are
indebted to the Company in the aggregate amount of $244,000 and $82,000,
respectively, under promissory notes issued in connection with the purchase of
the Company's common stock (the "Notes"). The Notes have terms ranging from
three to four years and are secured by common stock owned by the officers. The
Notes bear interest at the Applicable Federal Rate in effect


                                      F-23
<PAGE>

on the date of issuance as published by the Internal Revenue Service, ranging
from 4.86% to 6.15%. Interest is due and payable annually beginning on the first
anniversary of the date of each Note. All Notes are included in Stock
Subscriptions Receivable in the Consolidated Balance Sheets.

     On January 3, 2000, the Company entered into an agreement with the chairman
and chief executive officer providing that all obligations on his indebtedness
to the Company totaling approximately $178,000, including $15,000 of accrued
interest, would be forgiven on January 3, 2001, if he was employed by the
Company on that date. That condition was met and the debt was forgiven on
January 3, 2001.

16. SEGMENT REPORTING

     In June 1997, the Financial Accounting Standards Board issued Statement No.
131, "Disclosures about Segments of an Enterprise and Related Information"
("SFAS 131"). The Company adopted SFAS 131 for the fiscal year ending December
31, 1998. SFAS 131 establishes accounting standards for the way that public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas and major customers.

     The Company's reportable segments are divisions that offer different
products and/or services. The Company reports segments based on these divisions,
as management makes operating decisions and assesses individual performances
based on the performance of these segments.

     Effective January 1, 2002, the Company's three divisions will be reported
as one segment since the Company is restructuring it's business and simplifying
management reporting as one segment.

     At December 31, 2001, the Company has three reportable segments: Wireless
Data, Traditional Paging and International Divisions. Through its Wireless Data
Division, the Company offers two-way messaging and internet-based information
services. Through its Traditional Paging Division, the Company provides paging
and other one-way wireless messaging services to its subscribers. Through its
International Division, the Company provides messaging services in selected
countries on a seamless international network. The Company pursues international
opportunities through network affiliation agreements between the Company and the
owners of foreign networks.

     The accounting policies of the segments are the same as those described in
the summary of significant accounting policies except for the allocation of
equity and debt by division.

     The Company has allocated proceeds from equity and long-term debt between
its Wireless Data and Traditional Paging Divisions. The methodology the Company
follows results in the attribution of the proceeds of each offering based on the
specific capital and operating requirements of each division. Free cash flow
("Free Cash Flow") defined as earnings (loss) before interest, taxes,
depreciation and amortization, and amortization of stock compensation less
capital expenditures, generated by a division is utilized to reduce its
respective debt allocation. As of December 31, 2001, $154.0 million and $186.6
million of equity and $519.4 million and $40.5 million of long-term debt have
been allocated to the Wireless Data and Traditional Paging, respectively. For
2001, interest expense of $31.9 million and $3.2 million was allocated to
Wireless Data and Traditional Paging Divisions, respectively.

     The following table sets forth segment financial information related to the
Company's various operations (in thousands):


<Table>
<Caption>
                                                                   YEAR ENDED DECEMBER 31, 1999
                                                      -------------------------------------------------------
                                                       WIRELESS    TRADITIONAL
                                                         DATA         PAGING     INTERNATIONAL   CONSOLIDATED
                                                      ---------    -----------   -------------   ------------
<S>                                                   <C>          <C>           <C>             <C>
Revenues .........................................    $  13,387     $ 310,437       $   597       $  324,421
Operating income (loss) ..........................      (68,938)       36,647          (469)         (32,760)
Interest expense .................................       48,498        16,812            --           65,310
Interest income ..................................          552            27            --              579
Net income (loss) ................................     (117,068)       19,544        (2,343)         (99,867)
Total assets .....................................      324,615       124,449         2,866          451,930
Capital expenditures .............................       27,666        18,070            --           45,736
</Table>


<Table>
<Caption>
                                                                    YEAR ENDED DECEMBER 31, 2000
                                                      -------------------------------------------------------
                                                       WIRELESS    TRADITIONAL
                                                         DATA         PAGING     INTERNATIONAL   CONSOLIDATED
                                                      ---------    -----------   -------------   ------------
<S>                                                   <C>          <C>           <C>             <C>
Revenues .........................................    $  40,094     $ 249,699       $   183       $ 289,976
Operating income (loss) ..........................      (85,293)       27,839          (670)        (58,124)
Interest expense .................................       56,203         9,446            --          65,649
Interest income ..................................          909           337            --           1,246
  Loss (income) before extraordinary
  item and accounting change .....................     (142,730)       23,603          (847)       (119,974)
Total assets .....................................      328,967       115,096           391         444,454
Capital expenditures including capital leases ....       43,763        10,513            --          54,276
</Table>


                                      F-24
<PAGE>


<Table>
<Caption>
                                                                    YEAR ENDED DECEMBER 31, 2001
                                                      -------------------------------------------------------
                                                       WIRELESS    TRADITIONAL
                                                         DATA         PAGING     INTERNATIONAL   CONSOLIDATED
                                                      ---------    -----------   -------------   ------------
<S>                                                   <C>          <C>           <C>             <C>
Revenues .........................................    $  93,262     $ 133,333       $   107       $ 226,702
Operating income (loss) ..........................      (51,423)      (16,483)         (941)        (68,847)
Interest expense .................................       31,943         3,133            --          35,076
Interest income ..................................          110            91            --             201
Loss (income) before extraordinary item ..........      (85,190)      (22,110)         (941)       (108,241)
Total assets .....................................      271,725        88,352            --         360,077
Capital expenditures including capital leases ....       10,313         4,064            --          14,377
</Table>


17. NEW ACCOUNTING PRONOUNCEMENTS

     The Financial Accounting Standards Board ("FASB") issued two new
pronouncements in June 2001, Statement of Financial Accounting Standards No.
141, "Business Combinations" ("SFAS 141"), and Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets". SFAS 141 prescribes
the accounting treatment and disclosures to all business combinations effective
after June 2001. SFAS 142 defines the accounting treatment for all intangible
assets, including goodwill, and provides methodology to be used to assess
possible impairment of such intangibles. The adoption of SFAS 142 is required
for fiscal years beginning after December 15, 2001 (fiscal year 2002 for the
Company), except for acquisitions entered into after June 30, 2001. (See Note 3
- Narrowband Personal Communications Services Licenses).

     In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 143, "Accounting for Asset Retirement Obligations" (SFAS 143"). SFAS 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred with the associated asset
retirement costs being capitalized as a part of the carrying amount of the
long-lived asset. SFAS 143 also includes disclosure requirements that provide a
description of asset retirement obligations and reconciliation of changes in the
components of those obligations. The Company is evaluating the future financial
effects of adopting SFAS 143 and will adopt the standard effective January 1,
2003.

     In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS
144 addresses the accounting and reporting for the impairment or disposal of
long-lived assets and supersedes FASB Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long- Lived Assets to Be Disposed Of"
and APB Opinion No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions." The objective of SFAS 144 is to
establish one accounting model for long-lived assets to be disposed of by sale
as well as resolve implementation issues related to Statement No. 121. The
Company does not expect the adoption of SFAS 144 to have a material financial
impact.


                                     F-25
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                         ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Stockholders of WebLink Wireless, Inc.:

     We have audited, in accordance with auditing standards generally accepted
in the United States, the consolidated financial statements of WebLink Wireless,
Inc. and subsidiaries (the "Company") as of December 31, 2000 and 2001, and the
related consolidated statements of operations, stockholders' deficit, and cash
flows for each of the three years in the period ended December 31, 2001,
included in this Form 10-K and have issued our report thereon dated April 5,
2002, (except with respect to the matter discussed in the fourth and fifth
paragraphs of Note 1 as to which the date is April 15, 2002). Our report on the
consolidated financial statements includes an explanatory paragraph with respect
to the adoption of Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements," as discussed in Note 2 to the consolidated financial
statements and an explanatory paragraph with respect to a going concern
modification as discussed in Note 1 to the consolidated financial statements.
Our audits were made for the purpose of forming an opinion on the consolidated
financial statements taken as a whole. These consolidated financial statements
and the schedule referred to below are the responsibility of the Company's
management.

     Schedule II - Valuation and Qualifying Accounts is presented for purposes
of complying with the Securities and Exchange Commission's rules and is not part
of the basic consolidated financial statements. This schedule has been subjected
to the auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth herein in relation to the basic
consolidated financial statements taken as a whole.

                                                 [Arthur Andersen LLP Signature]

Dallas, Texas,
April 15, 2002


                                       S-1
<PAGE>


                     WEBLINK WIRELESS, INC. AND SUBSIDIARIES
                              DEBTORS-IN-POSSESSION
                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 2000 AND 2001
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                          ADDITIONS
                                                   -----------------------
                                     BALANCE AT    CHARGED TO   CHARGED TO
                                     BEGINNING     COSTS AND       OTHER                     BALANCE AT
           DESCRIPTION               OF PERIOD     EXPENSES      ACCOUNTS     DEDUCTIONS    END OF PERIOD
           -----------               ----------    ----------   -----------   ----------    --------------
<S>                                  <C>           <C>          <C>           <C>           <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Year Ended December 31, 2001 .....     $5,331       $17,061        $  --       $16,494(a)       $5,898
Year Ended December 31, 2000 .....     $8,333       $11,102        $  --       $14,104(a)       $5,331
Year Ended December 31, 1999 .....     $2,580       $ 7,565        $  --       $ 1,812(a)       $8,333
</Table>

    (a) Accounts written off as uncollectible, net of recoveries.


                                      S-2
<PAGE>
                                INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER               DESCRIPTION OF EXHIBIT
------               ----------------------

<S>                  <C>
3.1        --        Restated Certificate of Incorporation of PageMart Wireless,
                     Inc. (filed as an exhibit to the Registration Statement on
                     Form S-1 of the Company (Reg. No. 33-03012), and
                     incorporated herein by reference).

3.2        --        Certificate of Amendment to Restated Certificate of
                     Incorporation of PageMart Wireless, Inc. dated December 28,
                     1995 (filed as an exhibit to the Registration Statement on
                     Form S-1 of the Company (Reg. No. 33-03012), and
                     incorporated herein by reference).

3.3        --        By-laws of PageMart Wireless, Inc. (filed as an exhibit to
                     the Form 10-K of the Company for the fiscal year ended
                     December 31, 1997, and incorporated herein by reference).

3.4        --        Certificate of Amendment to Restated Certificate of
                     Incorporation of Pagemart Wireless, Inc. dated May 9, 1996
                     (field as an exhibit to the Registration Statement on Form
                     S-1 of the Company (Reg. No. 33-03012), and incorporated
                     herein by reference).

3.5        --        Certificate of Ownership and Merger merging PageMart, Inc.
                     into PageMart, Inc. into Pagemart Wireless, Inc. (filed as
                     an exhibit to the Form 10-K of the Company for the year
                     ended December 31, 1998, and incorporated herein by
                     reference).

3.6        --        Certificate of Ownership and Merger merging WebLink
                     Wireless, Inc. into Pagemart Wireless, Inc. (filed as an
                     exhibit to the Form 8-K of the Company dated December 1,
                     1999, and incorporated herein by reference).

4.1        --        Indenture, dated as of January 28, 1998, between PageMart
                     Wireless, Inc. and United States Trust Company of New York,
                     as Trustee, relating to the 11-1/4% Senior Subordinated
                     Discount Notes due 2008. (filed as an exhibit to the Form
                     10-K of the Company for the fiscal year ended December 31,
                     1997, and incorporated herein by reference).

4.2        --        Indenture, dated as of January 17, 1995, between PageMart
                     Wireless, Inc. and United States Trust Company of New York,
                     as Trustee, relating to the 15% Senior Discount Notes due
                     2005. (filed as an exhibit to the Registration Statement on
                     Form S-1 of the Company (Reg. No. 33-91142), and
                     incorporated herein by reference).

4.3        --        First Supplemental Indenture, dated as of December 31,
                     1997, among PageMart Wireless, Inc. and United States Trust
                     Company of New York, as Trustee (filed as an exhibit to the
                     Form 8-K of the Company dated January 28, 1998, and
                     incorporated herein by reference).

10.1       --        Warrant Agreement, dated as of October 19, 1993, between
                     PageMart, Inc. and United States Trust Company of New York,
                     as Warrant Agent, relating to the Warrants to purchase
                     Common Stock of the Company (filed as an exhibit to the
                     Form 10-K of the Company for the fiscal year ended December
                     31, 1994, and incorporated herein by reference).

10.2       --        Warrant to Purchase up to 500,000 shares of Class A
                     convertible common stock of WebLink Wireless, Inc. (filed
                     as an Exhibit to the Form 10-Q of the Company for the
                     quarter ended September 30, 2000, and incorporated herein
                     by reference).

10.3       --        Third Amended and Restated Satellite Services Supplemental
                     Agreement dated August 1, 2001, between ITC Deltacom
                     Communications, Inc. and WebLink Wireless, Inc.

10.4       --        Master Agreement dated August 1, 2001, between ITC Deltacom
                     Communications, Inc. and WebLink Wireless, Inc.

10.5       --        Credit Agreement, dated as of March 23, 1999, by and among
                     PageMart Wireless, Inc., and the Lenders and Agents named
                     therein (filed as an exhibit to the Form 10-K of the
                     Company for the year ended December 31, 1998, and
                     incorporated herein by reference).

10.6       --        Security Agreement, dated as of March 23, 1999, among
                     PageMart Wireless, Inc., and the Lenders and Agent named
                     therein (filed as an exhibit to the Form 10-K of the
                     Company for the year ended December 31, 1998, and
                     incorporated herein by reference).
</Table>

                                      E-1
<PAGE>

<Table>
<S>                  <C>
10.7       --        Pledge Agreement, dated as of March 23, 1999 among PageMart
                     Wireless, Inc. and the Lenders and Collateral Agent named
                     therein (filed as an exhibit to the Form 10-K of the
                     Company for the year ended December 31, 1998, and
                     incorporated herein by reference).

10.8       --        First Amendment to Credit Agreement dated as of December
                     29, 2000 to Credit Agreement dated as of March 23, 1999
                     (filed as an exhibit to the Form 8-K of the Company dated
                     December 29, 2000, and incorporated herein by reference).

10.9       --        Promissory Note and Security Agreement, dated May 21, 1997,
                     between PageMart, Inc. and Glenayre Electronics, Inc.
                     (filed as an exhibit to the Form 10-Q of the Company for
                     the quarter ended June 30, 1997, and incorporated herein by
                     reference).

10.10      --        Modification and Reaffirmation Agreement, dated March 12,
                     1998, between PageMart Wireless, Inc. and Glenayre
                     Electronics, Inc. (filed as an exhibit to the Form 10-Q of
                     the Company for the quarter ended March 31, 1998, and
                     incorporated herein by reference).

10.11      --        Amendment No. 3 to Promissory Note and Security Agreement
                     dated as of September 15, 2000 between the Company and
                     Glenayre Electronics, Inc. (filed as an Exhibit to the Form
                     10-Q of the Company for the quarter ended September 30,
                     2000, and incorporated herein by reference).

10.12      --        Amended and Restated Agreement Among Certain Stockholders
                     of WebLink Wireless, Inc. dated as of June 8, 2000 (filed
                     as an exhibit to the Form 10-Q of the Company for the
                     quarter ended September 30, 2000, and incorporated herein
                     by reference).

10.13      --        Technology Asset Agreement, dated as of December 1, 1995,
                     between Motorola, Inc. and PageMart Wireless, Inc. (filed
                     as an exhibit to the Form 10-K of the Company for the
                     fiscal year ended December 31, 1995, and incorporated
                     herein by reference)(1).

10.14      --        WebLink Wireless, Inc. Nonqualified Formula Stock Option
                     Plan for Non-Employee Directors, as amended (filed as an
                     exhibit to the Form 10-K of the Company for the year ended
                     December 31, 1999, and incorporated herein by reference).

10.15      --        Office Lease Agreement, dated as of November 26, 1996,
                     between Crescent Real Estate Equities Limited and PageMart
                     Wireless, Inc. (filed as an exhibit to the Company's Annual
                     Report on Form 10-K for the fiscal year ended December 31,
                     1996, and incorporated herein by reference).

10.16      --        Fifth Amendment to Office Lease, dated as of March 21,
                     2002, between Crescent Real Estate Funding VIII, L.P. and
                     WebLink Wireless, Inc.

10.17      --        Severance and Reimbursement Agreement, dated September 12,
                     1997, between PageMart Wireless, Inc. and N. Ross Buckenham
                     (filed as an exhibit to the Form 10-Q of the Company for
                     the quarter ended September 30, 1997, and incorporated
                     herein by reference).

10.18      --        Resale Agreement, dated September 1, 1998, between PageMart
                     Wireless, Inc. and GTE Communications System Corporation
                     (filed as an exhibit to the Form 10-K of the Company for
                     the year ended December 31, 1998, and incorporated herein
                     by reference)(1)

10.19      --        Amended and Restated Strategic Alliance Agreement No. 1,
                     dated as of April 22, 1999, between GTE Communication
                     Systems Corporation and PageMart Wireless, Inc. (filed as
                     an exhibit to the Form 10-K of the Company for the year
                     ended December 31, 1999, and incorporated herein by
                     reference)

10.20      --        Amended and Restated Strategic Alliance Agreement No. 2,
                     dated as of April 22, 1999, between GTE Communication
                     Systems Corporation and PageMart Wireless, Inc. (filed as
                     an exhibit to the Form 10-K of the Company for the year
                     ended December 31, 1999, and incorporated herein by
                     reference)

10.21      --        Resale Agreement, dated as of December 12, 1997, between
                     PageMart Wireless, Inc. and GTE Communications Corporation
                     (filed as an exhibit to the Form 10-K of the Company for
                     the fiscal year ended December 31, 1997, and incorporated
                     herein by reference).(1)
</Table>

                                      E-2
<PAGE>

<Table>
<S>                  <C>
10.22      --        Separation Agreement, dated as of December 6, 2001, between
                     the Company and John D. Beletic.

10.23      --        Amended and Restated Key Employee Retention Plan.

10.24      --        WebLink Wireless, Inc. 2000 Flexible Incentive Plan (filed
                     as an exhibit to the Form 10-K of the Company for the year
                     ended December 31, 1999, and incorporated herein by
                     reference).

10.25      --        WebLink Wireless, Inc. Fifth Amended and Restated 1991
                     Stock Option Plan, as amended (filed as an exhibit to Form
                     10-K of the company for the year ended December 31, 1999,
                     and incorporated herein by reference).

10.26      --        Strategic Alliance Agreement #1, dated as of April 28,
                     1998, between the Company and BellSouth Cellular Corp.
                     (filed as an exhibit to the Form 10-K of the Company for
                     the fiscal year ended December 31, 2000 and incorporated
                     herein by reference). (1)

10.27      --        Amendment No. 1 to Strategic Alliance Agreement, dated as
                     of May 4, 1999, between the Company and BellSouth Cellular
                     Corp. (filed as an exhibit to the Form 10-K of the Company
                     for the fiscal year ended December 31, 2000 and
                     incorporated herein by reference).

11.1       --        Computation of per share earnings (loss) for the three
                     months ended December 31, 2001.

11.2       --        Computation of per share earnings (loss) for the three
                     months ended December 31, 2000.

11.3       --        Computation of per share earnings (loss) for the year ended
                     December 31, 2001.

11.4       --        Computation of per share earnings (loss) for the year ended
                     December 31, 2000.

12.1       --        Computation of Ratio of Earnings to Fixed Charges for years
                     ended December 31, 1997, 1998, 1999, 2000, and 2001 and the
                     three months ended December 31, 2001.

21.1       --        WebLink Wireless, Inc. Subsidiaries.

23.1       --        Consent of Arthur Andersen LLP.

99.1       --        Acknowledgment of representations of Arthur Andersen LLP.
</Table>

----------

(1)  The Company has requested confidential treatment for certain portions of
     this agreement.

                                       E-3