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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A NO. 1
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(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, 1994
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 0-16029
PRONET INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1832168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 Data Drive, Suite 100
Plano, Texas 75075
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 214-964-9500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
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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. /X/
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 1, 1995 was approximately $98,926,471. As of
March 1, 1995, there were 6,110,237 outstanding shares of the registrant's
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement to be furnished to
stockholders in connection with its 1995 Annual Meeting of Stockholders are
incorporated by reference into Part III of this Form 10-K.
Portions of the registrant's Registration Statement on Form S-1 (File No.
33-14956) filed with the Commission on June 10, 1987, July 10, 1987, July
15, 1987 and July 29, 1987 are incorporated by reference into Part IV of
this Form 10-K.
Portions of the registrant's Current Reports on Form 8-K dated
September 8, 1987, July 21, 1988, March 1, 1994 and August 5, 1994 are
incorporated by reference into Part IV of this Form 10-K.
Portions of the registrant's Annual Report on Form 10-K for each of the
years ended December 31, 1989, 1990 and 1991 are incorporated by reference
into Part IV of this Form 10-K.
Portions of the registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1994, are incorporated by reference into Part IV of
this Form 10-K.
Portions of the registrant's Registration Statement on Form S-2 (File No.
33-85696) filed with the Commission on October 28, 1994 and December 14,
1994 are incorporated by reference into Part IV of this Form 10-K.
Portions of the registrant's Proxy Statement filed with the Commission on
April 26, 1994 are incorporated by reference into Part IV of this
Form 10-K.
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The following Item 6 from the ProNet Inc. 1994 Form 10-K filed with the
Securities and Exchange Commission on March 13, 1995, is hereby amended and
restated in its entirety as follows:
ITEM 6. SELECTED FINANCIAL DATA
Set forth below are selected financial data for the Company for
each of the last five years.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
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1994 1993 1992 1991 1990
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(DOLLARS IN THOUSANDS, EXCEPT UNIT AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
AT END OF PERIOD:
Pagers in service..................... 353,830 130,000 114,356 103,157 88,759
TracPacs in service................... 27,595 25,841 19,210 13,846 11,544
OPERATING DATA
Net revenues (1)...................... $ 33,074 $ 20,318 $ 17,615 $ 15,591 $ 13,694
Operating income...................... 3,189 2,732 1,834 1,223 556
Income before extraordinary item (2).. 693 1,574 1,754 794 215
Net income............................ 693 1,574 1,754 1,312 395
Net income per share:
Before extraordinary item (2)...... .16 .40 .43 .20 .05
Net income......................... .16 .40 .43 .33 .10
BALANCE SHEET DATA
Total assets.......................... $ 73,273 $ 30,296 $ 28,128 $ 26,599 $ 24,462
Long-term debt, including
current maturities................. 10,450 3,400 3,629 4,984 4,717
Total liabilities..................... 23,038 9,937 8,325 8,397 7,827
Total shareholders' equity............ 50,235 20,359 19,803 18,202 16,635
OTHER DATA
EBITDA (3)............................ $ 11,763 $ 7,388 $ 5,924 $ 5,297 $ 4,090
EBITDA margin (4)..................... 36% 36% 34% 31% 27%
ARPU - Paging (5)..................... $ 8.31 $ 10.23 $ 10.48 $ 10.64 $ 11.51
ARPU - TracPac (6).................... 16.52 15.90 14.75 15.00 14.25
Operating cost per paging
subscriber (7)..................... 2.19 2.99 3.20 2.98 3.46
Capital expenditures.................. 5,777 5,497 5,523 4,193 4,708
Ratio of total debt to EBITDA (8)..... .89x -- -- -- --
Pagers in service per employee (9).... 1,325 1,000 880 570 490
<FN>
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(1) Net revenues are total revenues less cost of products sold.
(2) Utilization of net operating loss carryforwards.
(3) EBITDA is earnings before other income (expense), income taxes,
depreciation and amortization. Other income (expense) consists
primarily of interest expense. EBITDA does not represent cash
flows as defined by generally accepted accounting principles and
does not necessarily indicate that cash flows are sufficient to
fund all of the Company's cash needs. EBITDA should not be
considered in isolation or as a substitute for net income, cash
from operating activities or other measures of liquidity
determined in accordance with generally accepted accounting
principles.
(4) Calculated by dividing EBITDA by net revenues for the period
presented.
(5) ARPU-Paging (average revenue per paging unit) is calculated by
dividing paging systems' recurring revenues for the last month in
the period by the number of pagers in service at the beginning of
such month.
(6) ARPU-TracPac (average revenue per TracPac unit) is calculated by
dividing security systems' recurring revenues for the last month
in the period by the number of TracPacs in service at the
beginning of such month.
(7) Calculated by dividing cost of pager lease and access fees for the
last month in the period by the number of pagers in service at the
beginning of such month.
(8) Calculated by dividing total debt at the end of the period by
EBITDA for the 12 months ended on the last day of the period.
Total debt includes debt associated with the paging systems'
business and deferred payments. Prior to March 1994, no debt was
associated with the paging systems' business.
(9) Calculated by dividing pagers in service by number of employees at
the end of the period presented. This calculation excludes
employees directly related to the security systems business.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
PRONET INC.
(Registrant)
Date: March 23, 1995 /s/ Jan E. Gaulding
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Jan E. Gaulding
Senior Vice President and
Chief Financial Officer
