<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended March 31, 1995
Commission File No. 0-17316
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 64-0518209
-------------------------------- ---------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
200 South Lamar Street, Security Centre, Jackson, Mississippi 39201
- --------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(601) 944-1300
---------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
------- ------
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
49,377,733 shares of Common Stock,
par value $.01 per share, as of
April 28, 1995
<PAGE>
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
QUARTERLY REPORT ON FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
---------------------
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets--March 31, 1995 and
December 31, 1994.
Consolidated Statements of Operations--Three Months Ended March 31,
1995 and 1994.
Consolidated Statements of Cash Flows--Three Months Ended March 31,
1995 and 1994.
Notes to Consolidated Financial Statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
----------
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<PAGE>
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
------------- -------------
<S> <C> <C>
ASSETS:
CURRENT ASSETS
Cash and cash equivalents $ 69,675,714 $145,620,779
Short term investments 79,673,514 53,689,435
Accounts receivable, net 25,860,310 20,337,010
Other current assets 15,118,653 10,427,822
------------ ------------
TOTAL CURRENT ASSETS 190,328,191 230,075,046
------------ ------------
MESSAGING NETWORKS
Property and equipment, net 140,193,664 114,796,040
Certificates of authority and goodwill 74,513,230 23,054,615
Destineer PCS license cost 127,500,000 127,500,000
Destineer network construction and development cost 61,387,413 46,459,928
------------ ------------
TOTAL MESSAGING NETWORKS 403,594,307 311,810,583
------------ ------------
INVESTMENT IN UNCONSOLIDATED INTERNATIONAL VENTURES 66,208,509 62,681,009
OTHER ASSETS
Securities restricted for debt service 85,928,652 93,597,038
Other 19,464,233 17,307,256
------------ ------------
TOTAL OTHER ASSETS 105,392,885 110,904,294
------------ ------------
$765,523,892 $715,470,932
============ ============
LIABILITIES AND STOCKHOLDERS' INVESTMENT:
CURRENT LIABILITIES
Current maturities of long-term debt $ 17,917 $ 49,820
Accounts payable and accrued liabilities 51,645,662 44,474,340
------------ ------------
TOTAL CURRENT LIABILITIES 51,663,579 44,524,160
------------ ------------
LONG-TERM DEBT 267,742,040 273,628,967
MINORITY INTEREST 30,787,524 31,240,992
STOCKHOLDERS' INVESTMENT
Preferred Stock, par value $.01 per share;
25,000,000 shares authorized;
3,750,000 shares of $2.25 Cumulative Convertible
Exchangeable Preferred Stock outstanding
in 1995 and 1994 37,500 37,500
Common stock, par value $.01 per share;
75,000,000 shares authorized; shares issued:
49,517,307 shares in 1995 and 45,646,719
shares in 1994 495,173 456,467
Additional paid-in capital 494,303,623 439,038,067
Accumulated deficit (79,052,069) (72,919,024)
Cumulative translation adjustment (453,478) (536,197)
------------ ------------
TOTAL STOCKHOLDERS' INVESTMENT 415,330,749 366,076,813
------------ ------------
$765,523,892 $715,470,932
============ ============
</TABLE>
See notes to consolidated financial statements.
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<PAGE>
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1995 1994
------------ -----------
<S> <C> <C>
Revenues $ 50,628,191 $40,341,301
Expenses:
Operating 11,904,344 9,454,275
Selling, general and administrative 36,918,588 24,521,648
Depreciation and amortization 7,105,054 5,026,400
------------ -----------
55,927,986 39,002,323
------------ -----------
Operating income (loss) (5,299,795) 1,338,978
Interest income 4,200,776 1,803,435
Interest expense (3,177,027) (1,309,018)
Gain (loss) on sale of assets (973) 2,154,181
Other income (expense) 443,705 0
------------ -----------
Income (loss) before income taxes
and equity income (losses) (3,833,314) 3,987,576
Provision for income taxes 167,212 437,598
Equity in income (losses) of
international investments (7,960) 1,046,924
------------ -----------
Net income (loss) ($4,008,486) $ 4,596,902
Preferred dividend requirement 2,109,375 2,109,375
------------ -----------
Net income (loss) available to common stockholders ($6,117,861) $ 2,487,527
============ ===========
Net income (loss) per common share ($0.13) $0.07
============ ===========
</TABLE>
See notes to consolidated financial statements.
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<PAGE>
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
CONSOLIDATED STATEMENTS OF CASHFLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
1995 1994
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($4,008,486) $ 4,596,902
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 7,105,054 5,074,684
Provision for losses on accounts receivable 1,622,838 663,236
Amortization of debt issuance costs 36,715 105,990
Foreign currency transaction (gain) loss 9,764 0
(Gain) loss on sale of assets 973 (2,154,181)
Minority interest (453,468) 0
Equity in (income) losses of international investments 7,960 (1,046,924)
Change in assets and liabilities:
(Increase) in accounts receivable (7,146,138) (1,321,790)
Decrease in other current assets 2,977,555 138,189
Increase in accounts payable and accrued liabilities 7,171,322 1,019,328
------------ ------------
Net Cash Provided By Operating Activities 7,324,089 7,075,434
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets 0 2,741,839
Capital expenditures, net (30,779,164) (5,147,828)
(Increase) decrease in messaging networks (15,447,328) 330,194
(Increase) in investment in unconsolidated international ventures (3,932,014) (12,402,165)
(Increase) decrease in other assets (2,202,625) 2,282,238
(Increase) decrease in short term investments (25,984,079) 64,663,321
------------ ------------
Net Cash Provided by (Used In) Investing Activities (78,345,210) 52,467,599
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings 41,288 0
Principal payments on long-term debt (5,960,118) (207,988)
Payment of dividends on preferred stock (2,109,375) (2,017,500)
Sale of stock and exercise of options 3,104,261 66,023
------------ ------------
Net Cash (Used In) Financing Activities (4,923,944) (2,159,465)
------------ ------------
Effect of exchange rate changes on cash 0 (9,743)
------------ ------------
Net increase (decrease) in cash and cash equivalents (75,945,065) 57,373,825
Cash and cash equivalents - beginning of period 145,620,779 129,158,255
------------ ------------
Cash and cash equivalents - end of period $ 69,675,714 $186,532,080
============ ============
</TABLE>
See notes to consolidated financial statements.
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<PAGE>
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP. AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
A. ORGANIZATION
Mobile Telecommunication Technologies Corp. ("Mtel" or the "Company") is
the leading provider of nationwide messaging services in the United States.
Subscribers can be reached almost instantly in thousands of towns and cities in
the United States by means of the dedicated 931 MHz frequency licensed by the
Federal Communications Commission, a ground-based transmitter system, leased
satellite facilities and proprietary network software. The nationwide paging
system in the United States is operated by Mtel's subsidiary, SkyTel Corp.
("SkyTel").
Mtel is also actively expanding its international coverage by operating
or investing in entities that provide wireless messaging services in various
countries outside the United States. Mtel, through its subsidiary Mtel
International, Inc., operates or has investments in nationwide messaging systems
in Mexico, the United Kingdom, Argentina, Brazil, Colombia, Hong Kong, Paraguay,
Peru, Malaysia, Indonesia and certain other countries. Mtel also provides its
subscribers with access to an international messaging network that utilizes
Mtel's proprietary technology and interconnects the systems operated by Mtel and
its joint ventures with systems in Canada, Singapore and other countries.
The Company's subsidiary, Destineer Corporation ("Destineer"), continues
to develop and construct a two-way nationwide wireless messaging network in the
United States (the "Destineer Network"). The Destineer Network will enable its
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<PAGE>
subscribers to send and receive two-way messages through the use of a new class
of small low-power, light-weight devices, as well as lap-top and palm-top
computers, without the need to know the location of the sender or receiver at
the time of transmission. The Destineer Network will utilize a proprietary
system architecture designed and developed by Mtel and will offer a broad range
of communications services, including acknowledgement paging, wireless two-way
messaging and information services. The Destineer Network is expected to
commence commercial operation in the second half of 1995.
Mtel is also engaged in a variety of other telecommunications-related
businesses including air-to-ground telecommunications operations, telephone
answering services and other investments.
B. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Mtel and
its majority-owned subsidiaries. All significant intercompany transactions and
balances have been eliminated in consolidation.
In February 1995, the Company acquired United States Paging Corporation
("USPC") in a transaction which has been accounted for as a pooling of
interests. Accordingly, the financial statements of Mtel have been restated to
include the results of USPC for all periods presented.
The Company's consolidated financial statements for the three
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<PAGE>
months ended March 31, 1995 and 1994 have not been audited by independent public
accountants. However, in the opinion of management, these financial statements
include all adjustments (which include only normal recurring adjustments)
necessary for a fair presentation. The results for the period are not
necessarily indicative of the results for the year ending December 31, 1995.
C. EARNINGS PER SHARE
Loss per share for the first quarter of 1995 is calculated by dividing
the net loss (after deducting preferred stock dividends) by the weighted average
number of common shares outstanding during the period with no effect given to
common stock equivalents arising from stock options and convertible subordinated
debt because such effect would be antidilutive. The weighted average common
shares outstanding in the first quarter of 1995 was 48,847,963.
Income per share for the first quarter of 1994 was calculated by dividing
net income by the weighted average number of common shares outstanding during
the period after giving effect to common stock equivalents arising from stock
options and convertible subordinated debt. The weighted average common stock
and common stock equivalents outstanding in the first quarter of 1994 used in
the calculation of primary earnings per share was 39,400,691. Primary and fully
diluted earnings per share were the same.
D. FOREIGN CURRENCY
The assets and liabilities of international subsidiaries are translated
into U.S. dollars using the period-end exchange rates.
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<PAGE>
Revenues and expenses are translated at the average rates during the periods
presented. Translation adjustments are charged to a separate component of
stockholders' investment.
E. ACQUISITION OF SKYTEL MINORITY INTEREST
On January 13, 1995, Mtel acquired the 9.7% of the outstanding shares of
SkyTel common stock that it did not already own in a transaction in which the
minority stockholders of SkyTel received approximately 3.4 million shares of
Mtel Common Stock. The transaction was accounted for as a purchase. As a
result of this transaction, all of the issued and outstanding shares of SkyTel
common stock are owned by Mtel.
The following proforma summary presents the consolidated results of
operations as if the acquisition of the SkyTel minority interest had occurred on
January 1, 1994. Amounts (unaudited) are in thousands, except per share data.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
1994 1995
------ ------
<S> <C> <C>
Net income (loss) available
to common stockholders $2,163 $(6,226)
===== ======
Net income (loss) per
common share $ 0.06 $ (0.13)
==== ======
</TABLE>
F. ACQUISITION OF USPC
On February 17, 1995, Mtel acquired USPC in a merger in which USPC
stockholders received 1.6 million shares of Mtel Common Stock having an
aggregate value of approximately $30.5 million. USPC provides local and
regional paging services with centralized and
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<PAGE>
customized nationwide billing, computerized maintenance and service reporting
and automatic messaging for centralized dispatch. The merger has been accounted
for as a pooling of interests and, accordingly, the financial statements of Mtel
have been restated to include the results of USPC for all periods presented.
The following summary presents separate and combined results of
operations for the first quarter of 1994. Amounts (unaudited) are in thousands.
<TABLE>
<CAPTION>
Net Income
Available to
Revenue Common Stockholders
-------- -------------------
<S> <C> <C>
Mtel $36,549 $2,424
USPC 4,106 64
Eliminations (314) 0
------- ------
Combined $40,341 $2,488
======= ======
</TABLE>
G. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid by Mtel was $403,000 and $174,000 during the three months
ended March 31, 1995 and 1994, respectively. No federal income taxes were paid
during these periods.
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following is a discussion of the consolidated financial condition and
results of operations of Mtel for the quarters ended March 31, 1995 and 1994 and
certain factors that will affect Mtel's financial condition. In 1994, the
Company implemented a new strategic plan intended to accelerate subscriber
growth in its core SkyTel business through price reductions, the expansion of
SkyTel's marketing efforts and other operational initiatives. The initiatives
implemented by SkyTel in 1994 have resulted in a 15% increase in SkyTel units in
service, a 12% increase in SkyTel revenues and a 691% increase in SkyTel cash
flows from operations in the first quarter of 1995 as compared to the fourth
quarter of 1994. On a consolidated basis, revenues increased 12% in the first
quarter of 1995 as compared to the fourth quarter of 1994, and Mtel recorded
cash flows from operations of approximately $1.8 million in the first quarter of
1995. However, Mtel expects to continue to incur net losses on a consolidated
basis during 1995, primarily as a result of the start-up losses that are
anticipated in connection with the commercial launch of the Destineer Network
which is expected to occur in the second half of 1995 and continuing start-up
losses from international operations.
RESULTS OF OPERATIONS
REVENUES
Revenues on a consolidated basis increased 25% in the first three months of
1995 as compared to the first three months of 1994 and was primarily
attributable to the 26% increase in SkyTel revenues in the first three months of
1995 as compared to the first
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<PAGE>
three months of 1994. During the first three months of 1995, SkyTel recorded
79,600 net additions of paging and voice messaging units in service on the
SkyTel System as compared to 17,400 net additions during the first three months
of 1994. The Company believes that this increase in units in service on the
SkyTel System is attributable to the price reductions, the expansion of SkyTel's
marketing efforts and other operational initiatives implemented as a part of a
strategic plan announced in January 1994 which was intended to accelerate growth
in units in service on the SkyTel System, as well as the increased productivity
of SkyTel's expanded direct sales force and indirect distribution channels.
During the first three months of 1995 and 1994, SkyTel provided approximately
92% of Mtel's revenues, while telephone answering services and air-to-ground
operations provided approximately 4% of revenues in the first three months of
1995 as compared to 6% in the first three months of 1994.
Mtel's consolidated revenues included revenues recorded by the Company's
wholly-owned subsidiary in Argentina that commenced commercial nationwide and
international messaging operations on the 931 MHz frequency in April 1994 and by
the Company's 95%-owned subsidiary in Colombia which commenced commercial
nationwide and international messaging operations on the 931 MHz frequency in
June 1994. During the first three months of 1995, revenues recorded by the
Company's operations in Argentina and Colombia provided approximately 2% of
Mtel's revenues.
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<PAGE>
EXPENSES
Expenses include operating, selling, general and administrative, and
depreciation and amortization.
Operating expenses consist of salaries and telephone costs associated with
domestic and international messaging operations and telephone answering service
operations, transmitter site rentals and expenses associated with the
maintenance of the Company's operating equipment and facilities. These expenses
on a consolidated basis increased 26% in the first three months of 1995 as
compared to the first three months of 1994. This increase primarily reflects
increased SkyTel System costs associated with SkyTel's expanding subscriber base
as well as operating expenses from the Company's messaging operations in
Argentina and Colombia. As a percentage of revenues, operating expenses
increased to 24% in the first three months of 1995 as compared to 23% in the
first three months of 1994. Mtel expects to continue to incur increased
operating expenses during 1995 as a result of the continuing expansion of
SkyTel's subscriber base, increased operating expenses related to the Company's
messaging operations in Argentina and Colombia, and operating expenses related
to the Destineer Network which is expected to commence operations in the second
half of 1995.
Selling, general and administrative expenses include marketing and
advertising costs associated with domestic and international messaging
operations, personnel costs related to SkyTel's direct sales and marketing staff
and corporate overhead costs, primarily salaries and administrative expenses.
These expenses on a consolidated basis increased 51% in the first three months
of 1995
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<PAGE>
as compared to the first three months of 1994. This increase primarily reflects
costs associated with the significant expansion of SkyTel's direct sales staff,
and selling, general and administrative expenses associated with the Company's
messaging operations in Argentina and Colombia. As a percentage of consolidated
revenues, selling, general and administrative expenses increased to 73% in the
first three months of 1995 as compared to 61% in the first three months of 1994.
On a consolidated basis, selling, general and administrative expenses are
expected to continue to increase during the remainder of 1995 as a result of
continued SkyTel unit growth, the inclusion of selling, general and
administrative expenses related to the messaging operations in Argentina and
Colombia and the inclusion of selling, general and administrative expenses
related to the Destineer Network.
Depreciation and amortization increased 41% in the first three months of
1995 as compared to the first three months of 1994, primarily reflecting
depreciation and amortization of the Company's increased investments in property
and equipment. As a percentage of revenues, depreciation and amortization
expenses increased to 14% in the first three months of 1995 as compared to 12%
in the first three months of 1994. The Company expects depreciation and
amortization expenses to continue to increase during 1995 as a result of the
commencement of operation of the Destineer Network.
The Company will begin to record operating expenses, selling expenses and
depreciation and amortization expenses, as well as increased levels of general
and administrative expenses, related to the Destineer Network upon the
commencement of commercial operation which is expected to occur in the second
half of 1995. The amount of such expenses in
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<PAGE>
1995 will be dependent upon the timing of commencement of commercial operation
of the Destineer Network.
OPERATING INCOME (LOSS)
Mtel reported a consolidated operating loss of approximately $5,300,000 for
the first three months of 1995 as compared to operating income of approximately
$1,339,000 for the first three months of 1994. The operating loss incurred in
the three-month period ended March 31, 1995 primarily reflects continuing start-
up losses associated with the messaging operations in Argentina and Colombia and
was offset by approximately $6.4 million of SkyTel operating income.
The Company expects to report operating losses on a consolidated basis
during the remainder of 1995 as a result of continuing start-up losses from
messaging operations in Argentina and Colombia and the commencement of
commercial operation of the Destineer Network. However, the Company expects
SkyTel to report operating income in 1995 as a result of continued accelerated
growth in units in service.
INTEREST INCOME (EXPENSE)
Interest expense increased 143% in the first three months of 1995 as
compared to the first three months of 1994 and primarily reflects interest
accrued on $265 million principal amount of 13.5% Senior Notes due 2002 (the
"Senior Notes") issued in December 1994. In accordance with Statement of
Financial Accounting Standards ("SFAS") No. 34, the Company capitalizes interest
expense related to equity
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<PAGE>
investments and the purchase of certain assets which constitute activities
preliminary to the commencement of the investee's or purchaser's planned
principal operations. The Company capitalized $5,902,827 and $487,000 in
interest costs in the first three months of 1995 and 1994, respectively,
primarily related to the development of the Destineer Network.
Interest income totalled $4,201,000 in the first three months of 1995 as
compared to $1,803,000 in the first three months of 1994. This increase is
primarily attributable to income generated by the investment of the net proceeds
from the sale of the Senior Notes not immediately applied by the Company.
PROVISION FOR INCOME TAXES
Mtel recorded a provision for income taxes of $167,000 and $438,000 in
the first three months of 1995 and 1994, respectively, relating to state and
local income taxes. The Company reported net losses for federal income tax
purposes during the three month periods ended March 31, 1995 and 1994 and,
accordingly, no provision for federal income taxes has been made for such
periods.
PREFERRED STOCK DIVIDENDS
The Company accrued approximately $2.1 million in each of the quarters
ended March 31, 1995 and 1994 which represents dividends on the Company's $2.25
Cumulative Convertible Exchangeable Preferred Stock (the "Preferred Stock").
Although dividends on the Preferred Stock are not treated as an expense on the
Company's consolidated statements of operations and, therefore, do not affect
reported net income, such dividends are deducted from net income for the
purpose of determining net income (loss) per common share.
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<PAGE>
NET INCOME (LOSS)
Mtel recorded a net loss of approximately $4.0 million in the three
month period ended March 31, 1995 which, combined with the effect of the
preferred stock dividends, resulted in a net loss per common share of $0.13 for
such period. This compares to net income of approximately $4.6 million, or
$0.07 per common share, in the first three months of 1994. Net income in the
first quarter of 1994 included a non-recurring gain of $2.2 million from the
sale of two specialized mobile radio licenses and assets which were considered
to be non-strategic assets. The net loss in the first quarter of 1995 of
approximately $4.0 million represents a significant improvement as compared to
the net loss of $14.5 million recorded in the fourth quarter of 1994 and is the
result of increased SkyTel revenues and improving SkyTel margins.
Net losses in the first quarter of 1995 included approximately $2.8
million of start-up losses associated with the Company's messaging operations in
Argentina and Colombia. The Company is continuing to pursue opportunities to
provide nationwide and international messaging services outside of the United
States, and decisions by the Company regarding the capital structure of its
international operations could affect the Company's consolidated net income in
the future.
LIQUIDITY AND CAPITAL RESOURCES
Mtel continued to make significant capital investments in the first
quarter of 1995 related to the development of the Destineer Network which is
expected to commence commercial operation in the second half of 1995. In the
first three months of 1995, the Company invested approximately $32 million in
connection with the development of the
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<PAGE>
Destineer Network which was funded from a portion of the net proceeds from the
sale of the Senior Notes.
The Company also invested approximately $11 million in the first quarter
of 1995 in connection with the development and expansion of the SkyTel system
and to procure messaging units to support SkyTel's increasing subscriber base.
These capital expenditures were funded with cash generated from SkyTel's
operations and with a portion of the net proceeds from the sale of the Preferred
Stock completed in October 1993.
The Company anticipates that the net proceeds from the sale of the Senior
Notes, existing cash balances, funds generated from operations, and funds
available from the Company's proposed senior credit facility will be sufficient
to meet projected capital requirements through the end of 1996. However, the
Company cannot predict the extent to which additional capital may be required in
connection with its various operations and development efforts. As a result,
the Company may be required to incur additional indebtedness and engage in other
financing, the timing, nature, amount and source of which cannot presently be
determined.
RECENT DEVELOPMENTS
On January 13, 1995, Mtel acquired the 9.7% of the outstanding shares of
SkyTel common stock that it did not already own in a transaction in which the
minority stockholders of SkyTel received approximately 3.4 million shares of
Mtel Common Stock. The transaction was accounted for as a purchase. As a result
of this transaction, all of the issued and outstanding shares of SkyTel common
stock are
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<PAGE>
owned by Mtel.
On February 17, 1995, Mtel acquired USPC in a merger in which USPC
stockholders received 1.6 million shares of Mtel Common Stock having an
aggregate value of approximately $30.5 million. USPC provides local and
regional paging services with centralized and customized nationwide billing,
computerized maintenance and service reporting and automatic messaging for
centralized dispatch. The merger was accounted for as a pooling of interests
and, accordingly, the financial statements of Mtel have been restated to
include the results of USPC for all periods presented.
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<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Reference is made to "Item 3. Legal Proceedings" in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 for a
description of certain securities litigation involving the Company. These
actions were consolidated in April 1994 under the caption In Re Mobile
------------
Telecommunication Technologies Corp. Securities Litigation, Master file No.
- ----------------------------------------------------------
3:94-CV-6. There were no other material developments in connection with this
litigation during the quarter ended March 31, 1995. Except as referenced above,
there are no material legal or regulatory proceedings involving the
Company or its subsidiaries except license applications and renewals and other
regulatory proceedings incident to the Company's business.
Item 2. Changes in Securities
---------------------
None.
Item 3. Defaults upon Senior Securities
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
Item 5. Other Information
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
None.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOBILE TELECOMMUNICATION
TECHNOLOGIES CORP.
Dated: May 15, 1995 By /s/ John N. Palmer
------------------------------------
John N. Palmer
Chairman of the Board
and Chief Executive Officer
Dated: May 15, 1995 By /s/ J. Robert Fugate
-----------------------------------
J. Robert Fugate
Senior Vice President - Finance,
and Chief Financial Officer
- 21 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEET AS OF MARCH 31, 1995 AND CONSOLIDATED STATEMENT OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 1995 AND ACCOMPANYING NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 69,675,714
<SECURITIES> 79,673,514
<RECEIVABLES> 29,706,501
<ALLOWANCES> 3,846,191
<INVENTORY> 0
<CURRENT-ASSETS> 190,328,191
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0
37,500
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<EPS-PRIMARY> (0.13)
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</TABLE>
