<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): December 30, 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 December 30, 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 November 30, 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: January 7, 1998 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 November 30, 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
prepared by accountant........................ ( ) (X) ( )
</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 RESPONSIBLE PARTY TITLE
David R. Gibson December 30, 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 November 30, 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 57 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 November 30, 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) Operating expense and EBITDA for September 1997 includes the favorable
impact of a $2.1 million reversal of previously recorded 1997 telephone
expense accruals.
(2) Depreciation expense for October 1997 includes the unfavorable impact of
a $2.5 million adjustment to pager depreciation expense, effective October 1,
1997, for the initial impact of the Company shortening the depreciable life
of its pagers from four to three years to better reflect estimated useful
lives. The adjustment results from additional depreciation expense taken to
reduce estimated useful lives.
MobileMedia Corporation and Subsidiaries
Consolidated Statements of Operations
For the Months Ended November 30, 1997, October 31, 1997 and September 30, 1997
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
NOVEMBER OCTOBER SEPTEMBER
1997 1997 1997
--------- ---------- -----------
<S> <C> <C> <C>
Paging Revenues
Service, Rents & Maintenance.................. $37,711 $ 38,697 $ 39,635
Equipment Sales
Product Sales................................. 3,229 2,774 2,743
Cost of Products Sold......................... 3,293 2,811 2,731
------- ----------- ---------
Equipment Margin............................ (64) (37) 12
Net Revenue................................... 37,647 38,659 39,647
Operating Expense
Service, Rents & Maintenance.................. 11,512 11,119 10,981
Selling....................................... 4,863 5,366 5,187
General & Administrative...................... 14,228 15,354 14,608
------- ----------- ---------
Operating Expense Before Depr. & Amort........ 30,603 31,839 30,776(1)
EBITDA Before Reorganization Costs............ 7,044 6,820 8,871(1)
Reorganization Costs.......................... 1,466 1,355 1,522
------- ----------- ---------
EBITDA after Reorganization Costs............. 5,578 5,465 7,349(1)
Depreciation.................................... 8,544 11,162(2) 8,617
Amortization.................................... 9,244 9,244 9,245
------- ----------- ---------
Total Depreciation and Amortization........... 17,788 20,406 17,862
Operating Loss.................................. (12,210) (14,941) (10,513)
Interest Expense................................ 5,327 5,359 5,219
Other Expense................................... 0 0 (0)
------- ----------- ---------
Net Loss........................................ ($17,537) ($ 20,300) ($ 15,732)
------- ----------- ---------
------- ----------- ---------
</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 November 30, 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.
<TABLE>
<CAPTION>
MobileMedia Corporation and Subsidiaries
Consolidated Balance Sheets
As of November 30, 1997, October 31, 1997 and September 30, 1997
(Unaudited)
(in thousands)
NOVEMBER OCTOBER SEPTEMBER
1997 1997 1997
------------ ------------ ------------
<S> <C> <C> <C>
Assets:
Current Assets:
Cash.................................................... $ 7,199 $ 8,866 $ 8,388
Accounts Receivable, Net................................ 49,192 48,651 58,001
Inventory............................................... 1,505 2,854 4,143
Prepaid Expenses........................................ 1,088 1,104 1,150
Other Current Assets.................................... 2,758 2,766 2,748
------------ ------------ ------------
Total Current Assets................................. 61,742 64,242 74,431
Noncurrent Assets:
Property and Equipment, Net............................. 264,162 270,976 277,218
Deferred Financing Fees, Net............................ 23,493 24,047 24,600
Investment In Net Assets Of Equity Affiliate............ 1,965 1,974 1,911
Intangible Assets, Net.................................. 1,016,916 1,026,126 1,035,335
Other Assets............................................ 655 545 750
------------ ------------ ------------
Total Noncurrent Assets.............................. 1,307,191 1,323,668 1,339,814
Total Assets............................................ $ 1,368,933 $ 1,387,909 $ 1,414,245
------------ ------------ ------------
------------ ------------ ------------
Liabilities and Stockholders' Equity:
Liabilities Not Subject to Compromise:
DIP Credit Facility..................................... $ 12,000 $ 12,000 $ 17,000
Accrued Reorganization Costs............................ 4,520 4,496 4,702
Accrued Wages, Benefits and Payroll Taxes............... 12,240 11,112 13,755
Accounts Payable--Post Petition......................... 5,360 4,265 4,155
Accrued Interest (Chase & DIP Facilities ).............. 4,566 4,542 4,396
Accrued Expenses and Other Current Liabilities.......... 38,648 41,755 39,572
Advance Billings and Customer Deposits.................. 34,537 35,529 35,803
------------ ------------ ------------
Total Liabilities Not Subject To Compromise.......... 111,871 113,697 119,384
Liabilities Subject to Compromise:
Accrued Wages, Benefits and Payroll Taxes............... 3,093 3,093 3,093
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....................... 20,705 20,719 20,735
Accounts Payable- Pre Petition.......................... 18,593 18,226 17,331
Accrued Expenses and Other Current Liabilities--Pre
Petition............................................. 13,280 13,209 14,400
Other Liabilities....................................... 4,858 4,896 4,934
------------ ------------ ------------
Total Liabilities Subject To Compromise.............. 1,136,211 1,135,824 1,136,174
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...................... (179,497) (161,960) (141,661)
------------ ------------ ------------
Total Stockholders' Equity........................... 54,877 72,414 92,713
Less:
Treasury Stock.......................................... (6,123) (6,123) (6,123)
------------ ------------ ------------
Total Stockholders' Equity........................... 48,754 66,291 86,590
------------ ------------ ------------
Total Liabilities and Stockholders' Equity........... $ 1,368,933 $ 1,387,909 $ 1,414,245
------------ ------------ ------------
------------ ------------ ------------
See Accompanying Notes
</TABLE>
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 (collectively
with the Company and MobileMedia Communications, the "Debtors"), 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 Bankruptcy 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. Operating expense and EBITDA for September 1997 include the favorable
impact of a $2.1 million reversal of previously recorded 1997 telephone
expense accruals.
5. Depreciation expense for October 1997 includes the unfavorable impact of
a $2.5 million adjustment to pager depreciation expense, effective
October 1, 1997, for the initial impact of the Company shortening the
depreciable life of its pagers from four to three years to better reflect
estimated useful lives. The adjustment results from additional
depreciation expense taken to reduce estimated useful lives.
6. 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 Debtor 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 and during the month of October 1997, the
Debtors repaid $5 million of borrowings under the DIP facility.
7. The Company is one of the largest paging companies in the U.S., with
approximately 3.5 million system reported units in service at November 30,
1997, and offers local, regional and national paging services to its
subscribers. The consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries. The Company's business is
Page 8 of 18
<PAGE>
Footnotes to the Financial Statements (continued):
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.
8. 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.
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
permissible transfer of the Company's
Page 9 of 18
<PAGE>
Footnotes to the Financial Statements (continued):
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 November 30, 1997
Debtor Name: MobileMedia Corporation et al.
Case Number: 97-174 (PJW)
The Debtors have 57 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 November 30, 1997, October 31, 1997 and September 30, 1997
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
NOVEMBER OCTOBER SEPTEMBER
1997 1997 1997
---------- ---------- -----------
<S> <C> <C> <C>
Operating Activities
Net Loss......................................................... ($ 17,537) ($ 20,299) ($ 15,731)
Adjustments To Reconcile Net Loss To Net Cash
Provided By (Used In) Operating Activities:
Depreciation And Amortization................................. 17,788 20,406 17,862
Provision For Uncollectible Accounts And Returns.............. 5,985 6,342 6,373
Undistributed Earnings Of Affiliate........................... 9 63 38
Deferred Financings Fees, Net................................. 554 554 554
Change In Operating Assets and Liabilities:
Accounts Receivable........................................ (6,526) 3,008 (3,213)
Inventory.................................................. 1,349 1,289 515
Prepaid Expenses And Other Assets.......................... (120) 71 139
Accounts Payable, Accrued Expenses and Other............... (1,439) (1,036) (595)
---------- ---------- -----------
Net Cash Provided By (Used In) Operating Activities................ 63 10,398 5,941
Investing Activities
Construction And Capital Expenditures,
Including Net Change In Pager Assets......................... (1,730) (4,920) (1,709)
---------- ---------- -----------
Net Cash Used In Investing Activities.............................. (1,730) (4,920) (1,709)
Financing Activities
Borrowings (Repayments) of DIP Credit Facility.................. 0 (5,000) 0
---------- ---------- -----------
Net Cash Provided By (Used In) Financing Activities................ 0 (5,000) 0
Net Increase (Decrease) In Cash And Cash Equivalents............... (1,667) 478 4,231
Cash And Cash Equivalents At Beginning Of Period................... 8,866 8,388 4,157
---------- ---------- -----------
Cash And Cash Equivalents At End Of Period......................... $ 7,199 $ 8,866 $ 8,388
</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 November 30, 1997
Debtor Name: MobileMedia Corporation et al.
Case Number: 97-174 (PJW)
<TABLE>
<CAPTION>
ACCOUNTS RECEIVABLE AGING
- -----------------------------------------------------------------------
<S> <C>
$20,600,349 0--30 days old
17,484,192 31--60 days old
10,085,609 61--90 days old
47,167,871 91+ days old
95,338,021 TOTAL TRADE ACCOUNTS RECEIVABLE
(47,873,969) ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
47,464,052 TRADE ACCOUNTS RECEIVABLE (NET)
1,727,828 OTHER NON-TRADE RECEIVABLES
$49,191,880 ACCOUNTS RECEIVABLE, NET
- ------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
AGING OF POSTPETITION ACCOUNTS PAYABLE
- ------------------------------------------------------------------------
0-30 31-60 61-90 91+
DAYS DAYS DAYS DAYS TOTAL
------------ --------- --------- --------- ------------
<S> <C> <C> <C> <C> <C>
ACCOUNTS PAYABLE $ 4,831,281 347,690 13,833 167,557 $ 5,360,361
</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 November 30, 1997
Debtor Name: MobileMedia Corporation et al.
Case Number: 97-174 (PJW)
<TABLE>
<CAPTION>
STATUS OF POSTPETITION TAXES
- ----------------------------------------------------------------------------------------------------------------------
BEGINNING AMOUNT ENDING
TAX WITHHELD AMOUNT TAX DELINQUENT
LIABILITY OR ACCRUED PAID LIABILITY TAXES
------------ -------------- ------------ ------------ -------------------
<S> <C> <C> <C> <C> <C>
FEDERAL
WITHHOLDING............................ $ 0 $ 1,473,207 $ 1,473,207 $ 0 $ 0
FICA-EMPLOYEE.......................... 0 0 0 0 0
FICA-EMPLOYER.......................... 0 1,422,826 1,422,826 0 0
UNEMPLOYMENT........................... 0 16,776 16,776 0 0
INCOME................................. 0 0 0 0 0
TOTAL FEDERAL TAXES.................... 0 2,912,809 2,912,809 0 0
STATE AND LOCAL
WITHHOLDING............................ 0 242,754 242,754 0 0
SALES.................................. 913,545 1,286,736 1,366,177 834,104 0
UNEMPLOYMENT........................... 0 70,290 70,290 0 0
REAL PROPERTY.......................... 2,748,442 317,036 100 3,065,378 0
OTHER.................................. 778,748 522,852 283,088 1,018,512 0
TOTAL STATE AND LOCAL.................. 4,440,735 2,439,668 1,962,409 4,917,994 0
TOTAL TAXES............................ $4,440,735 $ 5,352,477 $ 4,875,218 $ 4,917,994 $ 0
</TABLE>
Page 14 of 18
<PAGE>
PAYMENTS TO INSIDERS AND PROFESSIONALS
For the month ended November 30, 1997
INSIDERS
<TABLE>
<CAPTION>
SALARY/BONUS/ REIMBURSABLE
PAYEE NAME POSITION AUTO ALLOWANCE EXPENSES TOTAL
- --------------------------------------- --------------------------- -------------- ------------ ------------
<S> <C> <C> <C> <C>
Alvarez & Marsal Inc.--Joseph A. Bondi.. Chairman--Restructuring $ 108,333 $ 6,787 $ 115,120
Boykin, Roberta......................... Assistant Corporate Counsel 8,800 -- 8,800
Burdette, H. Stephen.................... Senior VP Corporate 33,900 3,513 37,413
Development and Senior
VP Operations
Cross, Andrew........................... Executive VP Sales and 24,933 7,151 32,084
Marketing
Grawert, Ron............................ Chief Executive Officer 30,769 5,247 36,016
Gray, Patricia.......................... Secretary/Acting General 25,585 0 25,585
Counsel
Gross, Steven........................... Senior VP Strategic 14,865 4,702 19,567
Planning
Hilson, Debra........................... Assistant Secretary 4,662 830 5,492
Hughes, Curtis.......................... Assistant VP Mgmt. 9,615 612 10,227
Information Systems
Pascucci, James......................... Assistant Treasurer 8,348 2,040 10,388
Pittsman, Santo......................... Senior VP of 31,596 4,663 26,259
Administration and
Business Planning
Shea, Kevin............................. Treasurer 23,625 0 23,625
Witsaman, Mark.......................... Senior VP and Chief 45,894 4,796 50,690
Technology Officer
TOTAL PAYMENTS TO INSIDERS $411,266
</TABLE>
Page 15 of 18
<PAGE>
PAYMENTS TO INSIDERS AND PROFESSIONALS (Continued)
For the month ended November 30, 1997
PROFESSIONALS
<TABLE>
<CAPTION>
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 $ -- $ 329,161 $ 211,787
2. Latham & Watkins - Counsel
to Debtor 1/30/97 49,958 -- 116,474
3. Alvarez & Marsal Inc. -
Restructuring Consultant to
Debtor (2) 1/30/97 299,163 455,833 240,068
4. Sidley & Austin - Bankruptcy
Counsel to Debtor 1/30/97 203,973 -- 428,742
5. Young, Conway, Stargate &
Taylor - Delaware Counsel to
Debtor 1/30/97 -- -- 4,184
6. Wiley, Rein & Fielding - FCC
Counsel to Debtor 1/30/97 41,024 -- 164,592
7. Koteen & Naftalin - FCC
Counsel to Debtor 6/11/97 -- -- 4,124
8. Houlihan, Lokey, Howard &
Zukin - Advisors to the
Creditors' Committee 6/04/97 159,582 129,582 125,000
9. Jones, Day, Reavis & Pogue -
Counsel to the Creditors'
Committee 4/03/97 6,308 5,760 11,817
10. Morris, Nichols, Arsht &
Tunnell - Delaware Counsel to
the Creditors' Committee 4/03/97 624 -- 1,603
11. Paul, Weiss, Rifkind, Wharton
& Garrison - FCC Counsel to
the Creditors' Committee 4/25/97 724 2,675 21,440
12. The Blackstone Group LP -
Financial Advisors to Debtor 7/10/97 -- 100,000 100,000
13. Gerry, Friend & Sapronov,
LLP.--Counsel to Debtor 10/27/97 127,958 -- 127,958
TOTAL $ 889,312 $1,023,010 $1,557,788
</TABLE>
(1) Excludes invoices for fees and expenses through November 30, 1997 that were
received by the Debtors subsequent to November 30, 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 November 30, 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) $ 4,530,667 $ 4,530,667* $ 0
</TABLE>
* Payment made on 12/1/97.
<TABLE>
<CAPTION>
QUESTIONNAIRE
FOR THE MONTH ENDED NOVEMBER 30, 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 and repaid $5 million of
borrowings under the DIP facility during the month of October,
1997.
Page 17 of 18
<PAGE>
INSURANCE
For the month ended November 30, 1997
There were no changes in insurance coverage for the reporting period.
PERSONNEL
For the month ended November 30, 1997
<TABLE>
<CAPTION>
FULL TIME PART TIME
----------- -----------
<S> <C> <C>
1. Total number of employees at beginning of period 3,439 51
2. Number of employees hired during the period 21 5
3. Number of employees terminated or resigned during the period 12 8
4. Total number of employees on payroll at end of period 3,448 48
</TABLE>
Page 18 of 18
