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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) October 30, 1996
Commission File Number 0-21924
METROCALL, INC.
(Exact name of registrant)
Delaware 54-1215634
(State of organization) (I.R.S. Employer Identification Number)
6677 Richmond Highway, Alexandria, Virginia 22306-6677
(Address of principal executive offices and zip code)
(703) 660-6677
(Registrant's telephone Number)
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ITEM 5. OTHER EVENTS
Metrocall, Inc., incorporates herein by reference the information
contained in the press release filed as Exhibit 99 to this Current Report.
ITEM 7. EXHIBITS
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SEQUENTIALLY
EXHIBIT NO. Numbered Page
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99 Press Release by Metrocall, Inc.,
dated October 30, 1996 . . . . . . . . . . . . . . . . . . 5
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METROCALL, INC.
BY: /s/ VINCENT D. KELLY
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Vincent D. Kelly
Chief Financial Officer
Dated: October 30, 1996
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EXHIBIT 99
[METROCALL LETTERHEAD]
October 30, 1996
FOR IMMEDIATE RELEASE Contact: Vince Kelly, Chief Financial Officer
(703) 660-6677, ext. 6650, or
Paul Liberty, VP, Investor Relations
(703) 660-6677, ext. 6260
URL:http//www.metrocall.com
METROCALL REPORTS RECORD REVENUE AND OPERATING CASH FLOW
Alexandria, Virginia, October, 1996 - Metrocall, Inc., (NASDAQ: MCLL)
today reported net revenues of $31.6 million for the quarter ended September
30, 1996, an increase of approximately 21% over the quarter ended June 30,
1996 and an increase of approximately 31% over the quarter ended September 30,
1995. Operating cash flow (EBITDA) for the quarter ended September 30, 1996 was
approximately $8.2 million, up from $5.5 million for the quarter ended June 30,
1996, an increase of approximately 49%. Operating results reflect the results
of operations of Parkway Paging, Inc. since July 17, 1996 and Satellite Paging
and Message Network since September 1, 1996. The Company reported quarterly
net subscriber additions of 298,286, including approximately 240,000
subscribers acquired in the Parkway, Satellite and Message Network transactions,
increasing total subscribers to 1,405,933 at September 30, 1996 for a 26.7%
increase over 1,109,647 at June 30, 1996 and for a 60% increase over 881,270 at
September 30, 1995.
"Metrocall's strong third quarter is the direct result of a significant
and fundamental change in the way the Company has executed its business plan",
said William L. Collins III, President and Chief Executive Officer of
Metrocall. "The Company has focused on monthly recurring revenue per unit and
targeted distribution mix to yield strong net revenue and operating cash flow
growth this quarter."
During the third quarter, Metrocall completed a new $350 million senior
secured credit facility underwritten by The Toronto-Dominion Bank and The First
National Bank of Boston. Further, Metrocall has made substantial progress
toward completing and receiving commitments on a private equity placement of
between $25-$35 million. This placement is scheduled to close at the time of
the A+ Network merger.
Other key highlights include: completion of the Parkway Paging and
Satellite Paging and Message Network acquisitions; strategic alliance
agreements signed with Bell Atlantic, Westinghouse Communications and CONXUS
Communications (formerly known as PCS Development Corporation); substantial
completion of the nationwide network buildout program; and an 8.4% increase in
subscribers per employee to 1,320 at September 30, 1996 from 1,218 at June 30,
1996.
"The senior management of Metrocall has executed on its stated
strategy, producing operating and distribution plans that strengthen the
foundation of the Company's core business, which will continue to generate net
revenue and cash flow growth in the coming quarters. The third quarter marked
the first real opportunity for these plans to be fully implemented and the
results are clearly visible," said Collins.
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Special shareholders meetings for both A+ Network and Metrocall will be
held on November 6, 1996 to vote on the merger agreement with A+ Network.
Metrocall has commenced a tender offer for A+ Network's 11 7/8% Senior
Subordinated Notes due 2005 (the "A+ Notes"). The Company has solicited
holders' consents to amend the indenture governing the A+ Notes to eliminate
restrictive covenants and certain events of default. The Company also is
announcing the extension of the expiration date of its solicitation of consents
to amend the indenture governing the A+ Notes from 12:00 midnight, October 30,
1996 to 12:00 midnight, November 1, 1996. The expiration date for Metrocall's
related tender offer for the A+ Notes will remain November 6, 1996. Each
expiration date is subject to subsequent extension by Metrocall.
Metrocall, Inc., headquartered in Alexandria, Virginia (Metropolitan
Washington, DC), offers paging and wireless messaging in all 50 states and over
1000 cities through its Nationwide Wireless Network.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
The statements contained in this release which are not historical facts, such
as those concerning future financial performance and growth, are forward-looking
statements that are subject to risks and uncertainties, including those set
forth in the Company's Joint Proxy Statement/Prospectus distributed in
connection with the A+ Network merger and filed with the Securities and Exchange
Commission, and could differ materially from those set forth in the
forward-looking statements.
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METROCALL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share and Unit Information)
(Unaudited)
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Three Months Ended Nine Months Ended
September 30, September 30,
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1996 1995 1996 1995
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REVENUES:
Service, rent and maintenance revenues $ 30,624 $ 23,363 $ 79,453 $ 68,867
Product sales 5,998 4,615 19,155 12,547
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Total revenues 36,622 27,978 98,608 81,414
Net book value of products sold (4,986) (3,842) (15,546) (10,593)
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31,636 24,136 83,062 70,821
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OPERATING EXPENSES:
Service, rent and maintenance expenses 9,799 6,650 26,297 19,292
Selling and marketing 6,006 3,523 15,998 11,350
General and administrative 7,661 6,335 20,363 18,461
Depreciation and amortization 15,288 8,349 40,385 21,062
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38,754 24,857 103,043 70,165
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(Loss) income from operations (7,118) (721) (19,981) 656
OTHER (EXPENSE) INCOME (2,172) 24 338 16
INTEREST EXPENSE (5,196) (2,832) (13,596) (8,240)
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LOSS BEFORE INCOME TAXES (14,486) (3,529) (33,239) (7,568)
INCOME TAX BENEFIT 171 157 279 469
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Net loss $ (14,315) $ (3,372) $ (32,960) $ (7,099)
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NET LOSS PER COMMON SHARE $ (0.94) $ (0.31) $ (2.23) $ (0.67)
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 15,162 10,794 14,806 10,669
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OTHER DATA:
Net Revenues(1) $ 31,636 $ 24,136 $ 83,062 $ 70,821
EBITDA (2) $ 8,170 $ 7,628 $ 20,404 $ 21,718
EBITDA margin on net revenues (3) 25.8% 31.6% 24.6% 30.7%
Pagers In Service (end of period) 1,405,933 881,270 1,405,933 881,270
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(1) Total revenues less net book value of products sold.
(2) Earnings before interest, taxes, depreciation and amortization (EBITDA).
(3) EBITDA divided by net revenues.
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