<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 1997
MOBILEMEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-26320 22-3253006
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
65 Challenger Road, Ridgefield Park, New Jersey 07660
(Address of principal executive offices)
(Zip Code)
(201) 440-8400
(Registrant's telephone number, including area code)
--------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events.
On September 29, 1997, MobileMedia Corporation (the
"Company"), MobileMedia Communications, Inc. ("MobileMedia
Communications") and all of the subsidiaries of MobileMedia
Communications filed with the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") their monthly operating
report for the month ended August 31, 1997, which is attached hereto
as Exhibit 99.1.
Item 6. Resignations of Registrants Directors.
Not Applicable
Item 7. Financial Statements and Exhibits.
Not Applicable
Item 8. Change in Fiscal Year.
Not Applicable
<PAGE>
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
MOBILEMEDIA CORPORATION
a Delaware corporation
Date: October 7, 1997 By: /s/ David R. Gibson
---------------------
David R. Gibson
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Page
- ------- ----
Exhibit 99.1 -- Monthly Operating Report
<PAGE>
EXHIBIT 99.1
OFFICE OF THE U.S. TRUSTEE--REGION 3
MONTHLY OPERATING REPORT
For the month ended August 31, 1997
Debtor Name: MobileMedia Corporation et al.
Case Number: 97-174 (PJW)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DOCUMENT PREVIOUSLY EXPLANATION
REQUIRED ATTACHMENTS: ATTACHED SUBMITTED ATTACHED
- ------------------------------------------ -------- ---------- -----------
<S> <C> <C> <C>
1. TAX RECEIPTS ( ) (X) (X)
2. BANK STATEMENTS ( ) ( ) (X)
3. MOST RECENTLY FILED INCOME TAX RETURN (X) ( ) ( )
4. MOST RECENT ANNUAL FINANCIAL STATEMENTS ( ) (X) ( )
PREPARED BY ACCOUNTANT
</TABLE>
IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I
DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMINED THE FOLLOWING MONTHLY
OPERATING REPORT AND THE ACCOMPANYING ATTACHMENTS AND, TO THE BEST OF MY
KNOWLEDGE, THESE DOCUMENTS ARE TRUE, CORRECT AND COMPLETE.
RESPONSIBLE PARTY:
/s/ David R. Gibson Senior Vice President/Chief Financial Officer
- -------------------------------- --------------------------------------
SIGNATURE OF RESPONSIBILE PARTY TITLE
David R. Gibson September 29, 1997
- --------------------------------- ----------------------------------------
PRINTED NAME OF RESPONSIBLE PARTY DATE
Page 1 of 18
<PAGE>
OFFICE OF THE U.S. TRUSTEE--REGION 3
ATTACHMENT
For the month ended August 31, 1997
Debtor Name: MobileMedia Corporation et al.
Case Number: 97-174 (PJW)
- -------------------------------------------------------------------------------
1. Payroll tax filings and payments are made by Automated Data
Processing, Inc. (an outside payroll processing company). Evidence of
tax payments are available upon request. Previously, the Debtors filed
copies of such evidence for the third quarter of 1996 with the US
Trustee.
Please see the Status of Post Petition Taxes attached hereto for the
month's activity.
2. The Debtors have 63 bank accounts. In order to minimize costs to the
estate, the Debtors have included a GAAP basis Statement of Cash Flows
in the Monthly Operating Report. The Statement of Cash Flows replaces
the listing of cash receipts and disbursements, copies of the bank
statements, and bank account reconciliations.
Page 2 of 18
<PAGE>
OFFICE OF THE U.S. TRUSTEE--REGION 3
CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
For the month ended August 31, 1997
Debtor Name: MobileMedia Corporation et al.
Case Number: 97-174 (PJW)
- -------------------------------------------------------------------------------
See Statement of Operations for reporting period attached.
Page 3 of 18
<PAGE>
HEADNOTES:
These financial statements have not been prepared in accordance with GAAP
because 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") has not been applied. Upon the application of SFAS 121, the
Company expects to be required to write down the carrying value of its
long-lived assets to their fair value. The Company believes the amount of the
write-down will be material; however, it is not possible at this time to
determine such amount. There may also be adjustments to certain other
accounts as a result of the Debtors' filing for protection under Chapter 11
of the US Bankruptcy Code on January 30, 1997.
(1) The Company has reduced Paging Revenues to reflect the recording of an
allowance for estimated disparities between system recorded revenues and cash
collections in the amounts of $2.2, $2.0 and $2.0 million in the months of
August, July and June, respectively.
MobileMedia Corporation and Subsidiaries
Consolidated Statements of Operations
For the Months ended August 31, 1997, July, 31, 1997 and June 30, 1997
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
AUGUST JULY JUNE
1997 1997 1997
------------- ----------- ----------
<S> <C> <C> <C>
PAGING REVENUES
SERVICE, RENTS & MAINTENANCE (1)..... $40,387 $ 41,481 $ 40,987
EQUIPMENT SALES
PRODUCT SALES........................ 3,388 4,055 2,650
COST OF PRODUCTS SOLD................ 3,512 4,333 2,634
-------- ---------- ----------
EQUIPMENT MARGIN.................. (124) (278) 16
NET REVENUE.......................... 40,263 41,203 41,003
OPERATING EXPENSE
SERVICE, RENTS & MAINTENANCE......... 12,165 12,992 12,413
SELLING.............................. 5,409 6,019 5,537
GENERAL & ADMINISTRATIVE............. 14,560 15,053 15,213
---------- ---------- ----------
OPERATING EXPENSE BEFORE DEPR. &
AMORT ............................. 32,134 34,063 33,163
EBITDA BEFORE REORGANIZATION COSTS... 8,129 7,139 7,840
REORGANIZATION COSTS................. 1,320 1,784 2,281
--------- --------- ----------
EBITDA AFTER REORGANIZATION COSTS.... 6,809 5,355 5,559
DEPRECIATION........................... 8,761 8,334 9,292
AMORTIZATION........................... 9,245 9,246 9,232
-------- --------- ---------
TOTAL DEPRECIATION AND AMORTIZATION.. 18,007 17,580 18,523
OPERATING LOSS......................... (11,198) (12,225) (12,964)
INTEREST EXPENSE....................... 5,379 5,465 4,957
OTHER EXPENSE.......................... (1) 0 (0)
-------- --------- ---------
LOSS BEFORE INCOME TAX BENEFIT......... (16,576) (17,690) (17,921)
INCOME TAX BENEFIT..................... 0 0 0
--------- --------- ---------
NET LOSS............................... ($16,576) ($17,690) ($17,921)
---------- ---------- ---------
---------- ---------- ---------
</TABLE>
See Accompanying Notes.
Page 4 of 18
<PAGE>
OFFICE OF THE U.S. TRUSTEE--REGION 3
CONDENSED CONSOLIDATED BALANCE SHEET
For the month ended August 31, 1997
Debtor Name: Mobilemedia Corporation et al.
Case Number: 97-174 (PJW)
- -------------------------------------------------------------------------------
See balance sheet attached.
Page 5 of 18
<PAGE>
HEADNOTES:
These financial statements have not been prepared in accordance with GAAP
because 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") has not been applied. Upon the application of SFAS 121, the Company
expects to be required to write down the carrying value of its long-lived assets
to their fair value. The Company believes the amount of the write-down will be
material; however, it is not possible at this time to determine such amount.
There may also be adjustments to certain other accounts as a result of the
Debtors' filing for protection under Chapter 11 of the US Bankruptcy Code on
January 30, 1997.
MobileMedia Corporation and Subsidiaries
Consolidated Balance Sheets
As of August 31, 1997, July, 31, 1997 and June 30, 1997
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
AUGUST JULY JUNE
1997 1997 1997
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS:
CURRENT ASSETS:
CASH............................................................... $ 4,157 $ 3,468 $ 4,059
ACCOUNTS RECEIVABLE, NET........................................... 61,161 60,063 60,834
INVENTORY.......................................................... 4,658 5,395 6,576
PREPAID EXPENSES................................................... 1,217 1,279 1,130
OTHER CURRENT ASSETS............................................... 2,778 2,798 2,755
------------ ------------ -----------
TOTAL CURRENT ASSETS............................................ 73,971 73,004 75,353
NONCURRENT ASSETS:
PROPERTY AND EQUIPMENT, NET........................................ 286,188 293,194 296,429
DEFERRED FINANCING FEES, NET....................................... 25,154 25,708 26,261
INVESTMENT IN NET ASSETS OF EQUITY AFFILIATE....................... 1,949 2,024 2,001
INTANGIBLE ASSETS, NET............................................. 1,045,337 1,054,546 1,063,963
OTHER ASSETS....................................................... 792 876 919
---------- ----------- -----------
TOTAL NONCURRENT ASSETS......................................... 1,359,420 1,376,348 1,389,574
TOTAL ASSETS....................................................... $1,433,390 $1,449,352 $1,464,927
------------ ------------ -----------
------------ ------------ -----------
LIABILITIES AND STOCKHOLDERS' EQUITY:
LIABILITIES NOT SUBJECT TO COMPROMISE:
DIP CREDIT FACILITY................................................ $ 17,000 $ 15,000 $ 15,000
ACCRUED REORGANIZATION COSTS....................................... 5,382 5,511 5,871
ACCRUED WAGES, BENEFITS AND PAYROLL TAXES.......................... 12,319 11,713 6,313
ACCOUNTS PAYABLE--POST PETITION.................................... 5,433 3,939 9,266
ACCRUED INTEREST (CHASE & DIP FACILITIES )......................... 4,595 4,621 4,465
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES..................... 43,425 46,493 35,065
ADVANCE BILLINGS AND CUSTOMER DEPOSITS............................. 36,210 37,785 37,331
------------ ------------ ------------
TOTAL LIABILITIES NOT SUBJECT TO COMPROMISE..................... 124,364 125,061 113,311
LIABILITIES SUBJECT TO COMPROMISE:
ACCRUED WAGES, BENEFITS AND PAYROLL TAXES........................... 3,093 3,093 6,420
CHASE CREDIT FACILITY............................................... 649,000 649,000 649,000
NOTES PAYABLE--10 1/2%.............................................. 174,125 174,125 174,125
NOTES PAYABLE--9 3/8%............................................... 250,000 250,000 250,000
NOTES PAYABLE--YAMPOL............................................... 986 986 986
NOTES PAYABLE--DIAL PAGE 12 1/4%.................................... 1,570 1,570 1,570
ACCRUED INTEREST ON NOTES PAYABLE................................... 20,751 20,761 20,761
ACCOUNTS PAYABLE--PRE PETITION...................................... 17,181 15,822 16,060
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES--PRE PETITION........ 12,929 12,926 18,955
OTHER LIABILITIES................................................... 4,973 5,013 5,056
------------ ------------ ------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE.......................... 1,134,608 1,133,297 1,142,934
DEFERRED TAX LIABILITY................................................. 72,097 72,097 72,097
STOCKHOLDERS' EQUITY
CLASS A COMMON STOCK................................................ 39 39 39
CLASS B COMMON STOCK................................................ 2 2 2
ADDITIONAL PAID-IN CAPITAL.......................................... 671,459 671,459 671,459
ACCUMULATED DEFICIT--PRE PETITION................................... (437,127) (437,127) (437,127)
ACCUMULATED DEFICIT--POST PETITION.................................. (125,929) (109,354) (91,665)
------------ ------------ ------------
TOTAL STOCKHOLDERS' EQUITY........................................ 108,445 125,020 142,708
LESS:
TREASURY STOCK...................................................... (6,123) (6,123) (6,123)
------------ ------------ ------------
TOTAL STOCKHOLDERS' EQUITY.......................................... 102,322 118,897 136,585
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.......................... $1,433,390 $ 1,449,352 $ 1,464,927
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
See Accompanying Notes
Page 6 of 18
<PAGE>
Footnotes to the Financial Statements:
(1) These financial statements have not been prepared in accordance with GAAP
because 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") has not been applied. Upon the application of
SFAS 121, the Company expects to be required to write down the carrying
value of its long-lived assets to their fair value. The Company believes
the amount of the write-down will be material; however, it is not
possible at this time to determine such amount. There may also be
adjustments to certain other accounts as a result of the Debtors' filing
for protection under Chapter 11 of the US Bankruptcy Code on January 30,
1997.
In March 1995, the Financial Accounting Standards Board issued SFAS
121, which is effective for financial statements for fiscal years
beginning after December 15, 1995. Under certain circumstances, SFAS 121
requires companies to write down the carrying value of long-lived assets
recorded in the financial statements to the fair value of such assets. A
significant amount of the assets of the Company, which were acquired as a
result of the acquisitions of businesses, including the Dial Page and
MobileComm acquisitions, were recorded in accordance with principles of
purchase accounting at acquisition prices and constitute long-lived
assets. The Company has determined, and its independent auditors have
concurred, that SFAS 121 is applicable to the Company, and therefore the
Company expects to be required to write down the carrying value of its
long-lived assets to their fair value. The Company believes the amount of
the write down will be material: however, it is not possible at this time
to determine such amount. Since the Company cannot comply with SFAS 121
at this time, it is unable to issue audited financial statements in
compliance with generally accepted accounting principles. Consequently,
the Company will not file its Report on Form 10-K or its other periodic
reports under the Securities Exchange Act of 1934, as amended.
Page 7 of 18
<PAGE>
Footnotes to the Financial Statements (continued):
(2) On January 30, 1997 (the "Filing Date"), MobileMedia Corporation (the
"Company"), MobileMedia Communications, Inc. ("MobileMedia
Communications") and all seventeen of MobileMedia Communications'
subsidiaries filed for protection under Chapter 11 of title 11 of the
United States Code (the "Bankruptcy Code"). The Debtors are operating as
debtors-in-possession and are subject to the jurisdiction of the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court").
The Court has authorized the debtors to pay certain pre-petition
creditors. These permitted pre-petition payments include: (i) employee
salary and wages; (ii) certain employee benefits and travel expenses;
(iii) certain amounts owing to essential vendors; (iv) trust fund type
sales and use taxes; (v) trust fund payroll taxes; (vi) customer refunds;
and (vii) customer rewards.
(3) Since the Filing Date, the Debtors have continued to manage their
business as debtors-in-possession under sections 1107 and 1108 of the
Bankruptcy Code. During the pendency of the Chapter 11 cases, the
Bankruptcy Court has jurisdiction over the assets and affairs of the
Debtors, and their continued operations are subject to the Bankruptcy
Court's protection and supervision. The Debtors have sought, obtained,
and are in the process of applying for, various orders from the
Bankruptcy Court intended to stabilize and reorganize their business and
minimize any disruption caused by the Chapter 11 cases.
(4) The Company has reduced Paging Revenues to reflect the recording of an
allowance for estimated disparities between system recorded revenues and
cash collections in the amounts of $2.2, $2.0 and $2.0 million for the
months of August, July and June, respectively.
(5) During the month of February 1997, the Debtors drew down $45 million of
borrowings under the debtor-in-possession financing facility (the "DIP
facility") with The Chase Manhattan Bank, as agent for the lenders
thereunder (the "DIP Lenders"). During the months of March and April
1997, the Debtors repaid $25 million and $5 million, respectively, of
borrowings under the DIP facility. During the month of August, the
Debtors drew down an additional $2 million under the DIP facility.
(6) The Company is one of the largest paging companies in the U.S., with
approximately 3.7 million system reported units in service at August 31,
1997, and offers local, regional and national paging services to its
subscribers. The Company estimates it will remove approximately 0.2
million units included above, for which payment is delinquent. The
consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. The Company's business is conducted
primarily through the Company's principal operating subsidiary,
MobileMedia Communications, and its subsidiaries. The Company markets its
services primarily under the "MobileComm" brand name. All significant
intercompany accounts and transactions have been eliminated.
Page 8 of 18
<PAGE>
Footnotes to the Financial Statements (continued):
(7) As previously announced in its September 27, 1996 and October 21, 1996
releases, the Company discovered misrepresentations and other violations
which occurred during the licensing process for as many as 400 to 500, or
approximately 6% to 7%, of its approximately 8,000 local transmission
one-way paging stations. The Company caused an investigation to be
conducted by its outside counsel, and a comprehensive report regarding
these matters was provided to the Federal Communications Commission (the
"FCC") in the fall of 1996. In cooperation with the FCC, outside
counsel's investigation was expanded to examine all of the Company's
paging licenses, and the results of that investigation were submitted to
the FCC on November 8, 1996. As part of the cooperative process, the
Company also proposed to the FCC that a Consent Order be entered which
would result, among other things, in the return of certain local paging
authorizations then held by the Company, the dismissal of certain pending
applications for paging authorizations, and the voluntary acceptance of a
substantial monetary forfeiture.
On January 13, 1997, the FCC issued a Public Notice relating to the status
of certain FCC authorizations held by the Company. Pursuant to the Public
Notice, the FCC announced that it had (i) automatically terminated
approximately 185 authorizations for paging facilities that were not
constructed by the expiration date of their construction permits and
remained unconstructed, (ii) dismissed approximately 94 applications for
fill-in sites around existing paging stations (which had been filed under
the so-called "40-mile rule") as defective because they were predicated
upon unconstructed facilities and (iii) automatically terminated
approximately 99 other authorizations for paging facilities that were
constructed after the expiration date of their construction permits. With
respect to the approximately 99 authorizations where the underlying
station was untimely constructed, the FCC granted the Company interim
operating authority subject to further action by the FCC.
On April 8, 1997, the FCC adopted an order commencing an administrative
hearing into the qualification of the Company to remain a licensee. The
order directed an Administrative Law Judge to take evidence and develop a
full factual record on directed issues concerning the Company's filing of
false forms and applications. The Company was permitted to operate its
licensed facilities and provide service to the public during the pendency
of the hearing.
Page 9 of 18
<PAGE>
Footnotes to the Financial Statements (continued):
On June 6, 1997, the FCC issued an order staying the hearing proceeding for
ten months in order to allow the Company to develop and consummate a plan
of reorganization that provides for a change of control of the Company
and a permissable transfer of the Company's FCC licenses. The order,
which is based on an FCC doctrine known as Second Thursday, provides that
if there is a change of control that meets the conditions of Second
Thursday, the Company's FCC issues will be resolved by the transfer of
the Company's FCC licenses to the new owners of the Company and the
hearing will not proceed. The Company believes that a reorganization plan
that provides for either a conversion of certain existing debt to equity,
in which case existing MobileMedia shares will be substantially diluted
or eliminated, or a sale of the Company will result in a change of
control. There can be no assurance that the Company will be successful in
consummating a plan of reorganization meeting the requirements of the
order. In the event that the Company were unable to do so, the Company
would be required to proceed with the hearing, which, if adversely
determined, could result in the loss of the Company's licenses or
substantial monetary fines, or both. Such an outcome would have a
material adverse effect on the Company's financial condition and results
of operations.
Page 10 of 18
<PAGE>
OFFICE OF THE U.S. TRUSTEE--REGION 3
CONSOLIDATED STATEMENT OF CASH
RECEIPTS AND DISBURSEMENTS
For the month ended August 31, 1997
Debtor Name: MobileMedia Corporation et al.
Case Number: 97-174 (PJW)
- --------------------------------------------------------------------------------
The Debtors have 63 bank accounts. In order to minimize costs to the estate,
the Debtors have included a GAAP basis Statement of Cash Flows for the
reporting period which is attached. The Statement of Cash Flows replaces
the listing of cash receipts and disbursements, copies of the bank
statements, and bank account reconciliations.
Page 11 of 18
<PAGE>
HEADNOTES:
These financial statements have not been prepared in accordance with GAAP
because 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") has not been applied. Upon the application of SFAS 121, the Company
expects to be required to write down the carrying value of its long-lived assets
to their fair value. The Company believes the amount of the write-down will be
material; however, it is not possible at this time to determine such amount.
There may also be adjustments to certain other accounts as a result of the
Debtors' filing for protection under Chapter 11 of the US Bankruptcy Code on
January 30, 1997.
MobileMedia Corporation and Subsidiaries
Consolidated Statements Of Cash Flows
For the Months Ended August 31, 1997, July, 31, 1997 and June 30, 1997
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
AUGUST JULY JUNE
1997 1997 1997
---------- ---------- ----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
NET LOSS............................................................... ($ 16,575) ($ 17,689) ($ 17,921)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION......................................... 18,007 17,580 18,523
PROVISION FOR UNCOLLECTIBLE ACCOUNTS AND RETURNS...................... 5,508 5,468 5,323
UNDISTRIBUTED EARNINGS OF AFFILIATE................................... 75 (23) (23)
DEFERRED FINANCINGS FEES, NET......................................... 554 554 554
CHANGE IN OPERATING ASSETS AND LIABILITIES:
ACCOUNTS RECEIVABLE................................................. (6,606) (4,698) (5,971)
INVENTORY........................................................... 737 1,180 2,515
PREPAID EXPENSES AND OTHER ASSETS................................... 131 22 (377)
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER........................ (1,386) 2,114 5,691
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES...................... 445 4,508 8,314
INVESTING ACTIVITIES
CONSTRUCTION AND CAPITAL EXPENDITURES,
INCLUDING NET CHANGE IN PAGER ASSETS................................. (1,756) (5,100) (7,680)
---------- ---------- ----------
NET CASH USED IN INVESTING ACTIVITIES.................................... (1,756) (5,100) (7,680)
FINANCING ACTIVITIES
BORROWINGS (REPAYMENTS) OF DIP CREDIT FACILITY......................... 2,000 0 0
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES...................... 2,000 0 0
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................... 689 (591) 634
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD......................... 3,468 4,059 3,425
---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............................... $ 4,157 $3,468 $ 4,059
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See Accompanying Notes
Page 12 of 18
<PAGE>
OFFICE OF THE U.S. TRUSTEE--REGION 3
STATEMENT OF ACCOUNTS RECEIVABLE AGING AND
AGING OF POSTPETITION ACCOUNTS PAYABLE
For the month ended August 31, 1997
Debtor Name: MobileMedia Corporation et al.
Case Number: 97-174 (PJW)
- --------------------------------------------------------------------------------
ACCOUNTS RECEIVABLE AGING
<TABLE>
<S> <C>
$ 39,034,652 0--30 days old
21,126,147 31--60 days old
13,648,557 61--90 days old
69,467,488 91+ days old
143,276,844 TOTAL TRADE ACCOUNTS RECEIVABLE
(83,855,456) ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
59,421,388 TRADE ACCOUNTS RECEIVABLE (NET)
1,740,106 OTHER NON-TRADE RECEIVABLES
$ 61,161,494 ACCOUNTS RECEIVABLE, NET
</TABLE>
AGING OF POSTPETITION ACCOUNTS PAYABLE
<TABLE>
<CAPTION>
0-30 31-60 61-90 91+
DAYS DAYS DAYS DAYS TOTAL
------------ --------- --------- --------- ------------
<S> <C> <C> <C> <C> <C>
ACCOUNTS PAYABLE..................................... $ 4,240,991 587,105 222,111 383,179 $ 5,433,386
</TABLE>
Page 13 of 18
<PAGE>
OFFICE OF THE U.S. TRUSTEE--REGION 3
STATEMENT OF OPERATIONS, TAXES,
INSURANCE AND PERSONNEL
For the month ended August 31, 1997
Debtor Name: MobileMedia Corporation et al.
Case Number: 97-174 (PJW)
- -------------------------------------------------------------------------------
STATUS OF POSTPETITION TAXES
<TABLE>
<CAPTION>
BEGINNING AMOUNT ENDING
TAX WITHHELD AMOUNT TAX DELINQUENT
LIABILITY OR ACCRUED PAID LIABILITY TAXES
------------ -------------- ------------ ------------ -------------------
<S> <C> <C> <C> <C> <C>
FEDERAL
WITHHOLDING............................ $ 0 $ 1,637,482 $ 1,637,482 $ 0 $ 0
FICA-EMPLOYEE.......................... 0 719,273 719,273 0 0
FICA-EMPLOYER.......................... 127,363 1,625,224 1,594,771 157,816 0
UNEMPLOYMENT........................... 1,843 20,672 20,201 2,314 0
INCOME................................. 0 0 0 0 0
TOTAL FEDERAL TAXES.................... 129,206 4,002,651 3,971,727 160,130 0
STATE AND LOCAL
WITHHOLDING............................ 0 219,386 219,386 0 0
SALES.................................. 1,131,216 308,762 536,498 903,480 0
UNEMPLOYMENT........................... 9,870 97,430 95,187 12,112 0
REAL PROPERTY.......................... 2,216,011 292,125 468,788 2,039,348 0
OTHER.................................. 474,363 190,129 71,867 592,625 0
TOTAL STATE AND LOCAL.................. 3,831,460 1,107,832 1,391,726 3,547,565 0
TOTAL TAXES............................ $3,960,666 $ 5,110,483 $ 5,363,453 $ 3,707,695 $ 0
</TABLE>
Page 14 of 18
<PAGE>
PAYMENTS TO INSIDERS AND PROFESSIONALS
For the month ended August 31, 1997
INSIDERS
<TABLE>
<CAPTION>
SALARY/BONUS/ REIMBURSABLE
PAYEE NAME POSITION AUTO ALLOWANCE EXPENSES TOTAL
- ----------------------------------- ----------------------------------- -------------- ------------- ---------
<S> <C> <C> <C> <C>
ALVAREZ & MARSAL INC.--JOSEPH A. CHAIRMAN--RESTRUCTURING
BONDI $ 54,167 $ 8,541 $ 62,708
BOYKIN, ROBERTA ASSISTANT CORPORATE COUNSEL 8,462 0 8,462
BURDETTE, H. STEPHEN SENIOR VP CORPORATE DEVELOPMENT AND
ACTING SENIOR VP OPERATIONS 15,000 8,007 23,007
CROSS, ANDREW EXECUTIVE VP SALES AND MARKETING 17,000 3,871 20,871
GRAWERT, RON CHIEF EXECUTIVE OFFICER 30,769 6,706 37,475
GRAY, PATRICIA SECRETARY/ACTING GENERAL COUNSEL 13,085 0 13,085
GROSS, STEVEN SENIOR VP STRATEGIC PLANNING 13,923 7,857 21,780
HILSON, DEBRA ASSISTANT SECRETARY 4,615 3,353 7,968
HUGHES, CURTIS ASSISTANT VP MGMT. INFORMATION
SYSTEMS 8,320 2,368 10,688
PASCUCCI, JAMES ASSISTANT TREASURER 7,315 83 7,398
PITTSMAN, SANTO SENIOR VP OF ADMINISTRATION AND
BUSINESS PLANNING 15,846 971 16,817
SHEA, KEVIN TREASURER 10,778 0 10,778
WITSAMAN, MARK SENIOR VP AND CHIEF TECHNOLOGY
OFFICER 15,943 2,501 18,444
TOTAL PAYMENTS TO INSIDERS......$259,481
</TABLE>
Page 15 of 18
<PAGE>
<TABLE>
<CAPTION>
PAYMENTS TO INSIDERS AND PROFESSIONALS (Continued)
For the month ended August 31, 1997
PROFESSIONALS
HOLDBACK
AND
DATE OF INVOICE
COURT INVOICES INVOICES BALANCES
NAME AND RELATIONSHIP APPROVAL RECEIVED(1) PAID DUE
- ------------------------------------------------------------------------ ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
1. ERNST & YOUNG--AUDITOR, TAX AND FINANCIAL CONSULTANTS
TO DEBTOR 1/30/97 $ 149,034 $ 487,978 $ 581,678
2. LATHAM & WATKINS--COUNSEL TO DEBTOR 1/30/97 66,324 85,903 220,382
3. ALVAREZ & MARSAL INC.- RESTRUCTURING CONSULTANT TO DEBTOR (2) 1/30/97 257,278 180,021 441,812
4. SIDLEY & AUSTIN--BANKRUPTCY COUNSEL TO DEBTOR 1/30/97 153,677 141,224 345,727
5. YOUNG, CONWAY, STARGATE & TAYLOR--DELAWARE COUNSEL
TO DEBTOR 1/30/97 -- 11,100 7,845
6. WILEY, REIN & FIELDING--FCC COUNSEL TO DEBTOR 1/30/97 108,176 159,245 229,214
7. KOTEEN & NAFTALIN--FCC COUNSEL TO DEBTOR 6/11/97 3,913 13,002 16,656
8. HOULIHAN, LOKEY, HOWARD & ZUKIN--ADVISORS TO THE
CREDITORS' COMMITTEE 6/04/97 162,556 -- 212,556
9. JONES, DAY, REAVIS & POGUE--COUNSEL TO THE CREDITORS' COMMITTEE 4/03/97 33,116 -- 52,786
10. MORRIS, NICHOLS, ARSHT & TUNNELL--DELAWARE COUNSEL TO THE
CREDITORS' COMMITTEE 4/03/97 -- -- 1,756
11. PAUL, WEISS, RIFKIND, WHARTON & GARRISON--FCC COUNSEL TO THE
CREDITORS' COMMITTEE 4/25/97 22,012 12,692 25,571
12. THE BLACKSTONE GROUP LP--FINANCIAL ADVISORS TO DEBTOR 7/10/97 759,462 -- 759,462
TOTAL PAYMENTS TO PROFESSIONALS $1,715,549 $1,091,165 $2,895,443
</TABLE>
- ------------------------
(1) Excludes invoices for fees and expenses through August 31, 1997 that were
received by the Debtors subsequent to August 31, 1997.
(2) Includes fees and expenses for David R. Gibson, Senior Vice President and
Chief Financial Officer (effective June 24, 1997).
Page 16 of 18
<PAGE>
ADEQUATE PROTECTION PAYMENTS
For the month ended August 31, 1997
<TABLE>
<CAPTION>
SCHEDULED AMOUNTS
MONTHLY PAID TOTAL
PAYMENTS DURING UNPAID
NAME OF CREDITOR DUE MONTH POSTPETITION
- ------------------------------------------------- ------------- ------------ -------------------
<S> <C> <C> <C>
THE CHASE MANHATTAN BANK--(INTEREST)............. $ 4,699,578 $ 4,699,578* $ 0
</TABLE>
* Payment made on 9/2/97.
<TABLE>
<CAPTION>
QUESTIONNAIRE
FOR THE MONTH ENDED AUGUST 31, 1997 YES NO
- ------------------------------------------------------------------------------------------------------------------- --- ---
<S> <C> <C>
1. HAVE ANY ASSETS BEEN SOLD OR TRANSFERRED OUTSIDE THE NORMAL COURSE OF BUSINESS THIS REPORTING PERIOD? No
2. HAVE ANY FUNDS BEEN DISBURSED FROM ANY ACCOUNT OTHER THAN A DEBTOR IN POSSESSION ACCOUNT? No
3. ARE ANY POSTPETITION RECEIVABLES (ACCOUNTS, NOTES, OR LOANS) DUE FROM RELATED PARTIES? No
4. HAVE ANY PAYMENTS BEEN MADE OF PREPETITION LIABILITIES THIS REPORTING PERIOD? Yes
5. HAVE ANY POSTPETITION LOANS BEEN RECEIVED BY THE DEBTOR FROM ANY PARTY? Yes
6. ARE ANY POSTPETITION PAYROLL TAXES PAST DUE? No
7. ARE ANY POSTPETITION STATE OR FEDERAL INCOME TAXES PAST DUE? No
8. ARE ANY POSTPETITION REAL ESTATE TAXES PAST DUE? No
9. ARE ANY POSTPETITION TAXES PAST DUE? No
10. ARE ANY AMOUNTS OWED TO POSTPETITION CREDITORS PAST DUE? No
11. HAVE ANY PREPETITION TAXES BEEN PAID DURING THE REPORTING PERIOD? Yes
12. ARE ANY WAGE PAYMENTS PAST DUE? No
</TABLE>
If the answer to any of the above questions is "YES", provide a detailed
explanation of each item.
Item 4 & 11. The Court has authorized the Debtors to pay certain
pre-petition creditors. These permitted pre-petition payments
include (i) employee salary and wages; (ii) certain employee
benefits and travel expenses; (iii) certain amounts owing to
essential vendors; (iv) trust fund type sales and use taxes;
(v) trust fund payroll taxes; (vi) customer refunds; and (vii)
customer rewards.
Item 5. During the month of February 1997, the Debtors drew down $45
million of borrowings under the DIP facility with The Chase
Manhattan Bank, as agent for the lenders thereunder. During
the months of March and April 1997, the Debtors repaid $25
million and $5 million, respectively, of borrowings under the
DIP facility. The Debtors drew down an additional $2 million
under the DIP facility during the month of August.
Page 17 of 18
<PAGE>
INSURANCE
For the month ended August 31, 1997
There were no changes in insurance coverage for the reporting period.
PERSONNEL
For the month ended August 31, 1997
<TABLE>
<CAPTION>
FULL TIME PART TIME
----------- ---------------
<S> <C> <C>
1. TOTAL NUMBER OF EMPLOYEES AT BEGINNING OF PERIOD 3,451 55
2. NUMBER OF EMPLOYEES HIRED DURING THE PERIOD 31 13
3. NUMBER OF EMPLOYEES TERMINATED OR RESIGNED DURING THE PERIOD 12 16
4. TOTAL NUMBER OF EMPLOYEES ON PAYROLL AT END OF PERIOD 3,470 52
</TABLE>
Page 18 of 18
