<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): March 30, 1998
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 March 30, 1998, MobileMedia Corporation (the
"Company"), MobileMedia Communications, Inc. ("MobileMedia
Communications") and all of the subsidiaries of MobileMedia
Communications (collectively, the "Companies") filed with the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court") their monthly operating report for the month ended
February 28, 1998 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: April 3, 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 FEBRUARY 28, 1998
DEBTOR NAME: MOBILEMEDIA CORPORATION ET AL.
CASE NUMBER: 97-174 (PJW)
- --------------------------------------------------------------------------------
REQUIRED ATTACHMENTS: DOCUMENT PREVIOUSLY EXPLANATION
ATTACHED SUBMITTED ATTACHED
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
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 March 30, 1998
- ------------------------------ ---------------------------------------------
PRINTED NAME OF RESPONSIBLE PARTY DATE
Page 1 of 18
<PAGE>
OFFICE OF THE U.S. TRUSTEE - REGION 3
ATTACHMENT
FOR THE MONTH ENDED FEBRUARY 28, 1998
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 52 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 FEBRUARY 28, 1998
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 year end audit adjustments and
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 December 1997 include the favorable
impact of (i) a $4.0 million reversal of previously recorded 1997 telephone
expense accruals, primarily due to the Federal Communication Commission's
recent clarification of interconnection rules, issued in December 1997 and
(ii) a reduction in bad debt expense. Bad debt expense is $1.5, $1.5 and
$0.8 million, respectively in February, January and December. The lower
December bad debt expense reflects a change in the provision due to higher
cash collections in the fourth quarter of 1997 than originally forecast.
MobileMedia Corporation and Subsidiaries
Consolidated Statements of Operations
For the Months Ended February 28, 1998, January 31, 1998
and December 31, 1997
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
FEBRUARY JANUARY DECEMBER
1998 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Paging Revenues
Service, Rents & Maintenance $35,198 $36,241 $35,843
Equipment Sales
Product Sales 2,137 2,233 1,979
Cost of Products Sold 1,671 2,037 2,214
-------- -------- --------
Equipment Margin 466 196 (235)
Net Revenue 35,664 36,438 35,608
Operating Expense
Service, Rents & Maintenance 9,615 9,809 6,556
Selling 5,113 5,106 5,499
General & Administrative 12,305 12,627 11,998
-------- -------- --------
Operating Expense Before Depr. & Amort. 27,034 27,542 24,053(1)
EBITDA Before Reorganization Costs 8,630 8,896 11,556(1)
Reorganization Costs 1,444 1,595 1,412
-------- -------- --------
EBITDA after Reorganization Costs 7,186 7,301 10,143(1)
Depreciation 7,770 8,527 8,682
Amortization 8,245 8,246 9,244
-------- -------- --------
Total Depreciation and Amortization 16,015 16,773 17,926
Operating Loss (8,829) (9,472) (7,783)
Interest Expense 4,576 5,138 5,394
Other Expense 0 (1) 0
Tax 42 42 324
-------- -------- --------
Net Loss ($13,446) ($14,650) ($13,501)
-------- -------- --------
-------- -------- --------
</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 FEBRUARY 28, 1998
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 year end audit adjustments and
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 February 28, 1998, January 31, 1998 and December 31, 1997
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
FEBRUARY JANUARY DECEMBER
1998 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Assets:
Current Assets:
Cash $ 4,166 $ 5,929 $ 10,907
Accounts Receivable, Net 48,394 50,771 53,111
Inventory 609 713 868
Prepaid Expenses 1,443 1,410 1,439
Other Current Assets 5,182 5,039 2,782
----------- ----------- -----------
Total Current Assets 59,794 63,863 69,108
Noncurrent Assets:
Property and Equipment, Net 245,384 251,069 257,937
Deferred Financing Fees, Net 22,332 22,636 22,939
Investment In Net Assets Of Equity Affiliate 1,766 1,766 1,788
Intangible Assets, Net 990,411 998,623 1,006,835
Other Assets 495 528 561
----------- ----------- -----------
Total Noncurrent Assets 1,260,387 1,274,621 1,290,060
Total Assets $ 1,320,182 $ 1,338,484 $ 1,359,168
----------- ----------- -----------
----------- ----------- -----------
Liabilities and Stockholders' Equity:
Liabilities Not Subject to Compromise:
DIP Credit Facility $ 0 $ 3,000 $ 10,000
Accrued Reorganization Costs 5,486 6,078 4,897
Accrued Wages, Benefits and Payroll Taxes 15,408 15,191 13,999
Accounts Payable - Post Petition 3,252 4,444 3,633
Accrued Interest (Chase & DIP Facilities) 4,280 4,765 4,777
Accrued Expenses and Other Current Liabilities 33,416 32,707 35,075
Advance Billings and Customer Deposits 34,467 34,939 34,252
----------- ----------- -----------
Total Liabilities Not Subject To Compromise 96,309 101,126 106,634
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 20,423 20,423 20,423
Accounts Payable- Pre Petition 19,158 19,159 19,647
Accrued Expenses and Other Current Liabilities - Pre Petition 21,519 21,520 21,520
Other Liabilities 4,745 4,783 4,820
----------- ----------- -----------
Total Liabilities Subject To Compromise 1,144,619 1,144,659 1,145,184
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 (221,094) (207,648) (192,998)
----------- ----------- -----------
Total Stockholders' Equity 13,280 26,726 41,375
Less:
Treasury Stock (6,123) (6,123) (6,123)
----------- ----------- -----------
Total Stockholders' Equity 7,157 20,603 35,252
Total Liabilities and Stockholders' Equity $ 1,320,182 $ 1,338,484 $ 1,359,168
----------- ----------- -----------
----------- ----------- -----------
</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 year end audit adjustments and 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.
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.
Page 7 of 18
<PAGE>
FOOTNOTES TO THE FINANCIAL STATEMENTS (CONTINUED):
On January 27, 1998, the Company filed its Joint Plan of Reorganization
with the Bankruptcy Court. On February 2, 1998, the Company filed its
Disclosure Statement with the Bankruptcy Court.
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 December 1997 include the favorable
impact of ( i ) a $4.0 million reversal of previously recorded 1997
telephone expense accruals, due primarily to the Federal Communication
Commission's recent clarification of interconnection rules, issued in
December 1997 and ( ii ) a reduction in bad debt expense. Bad debt
expense is $1.5, $1.5 and $0.8 million, respectively, in February,
January and December. The lower December bad debt expense reflects a
change in the provision due to higher cash collections in the fourth
quarter of 1997 than originally forecast.
5. The Company is one of the largest paging companies in the U.S., with
approximately 3.3 million system reported units in service at February
28, 1998, 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 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):
6. 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 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 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,
Page 9 of 18
<PAGE>
FOOTNOTES TO THE FINANCIAL STATEMENTS (CONTINUED):
or a sale of the Company will result in a change of control. The Company
filed its Joint Plan of Reorganization with the Bankruptcy Court on
January 27, 1998, which provides for such a change of control. The
Company believes that the Joint Plan of Reorganization will meet the
conditions of SECOND THURSDAY if consummated, but there can be no
assurance that the Joint Plan of Reorganization will be consummated.
The Company has requested that the FCC grant an extension of the order
staying the hearing for an additional six months to October 6, 1998. In
the event that the Company were unable to consummate a Plan of
Reorganization that satisfies the conditions of SECOND THURSDAY, or
should the FCC not grant an extension of the stay of the hearing, 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 FEBRUARY 28, 1998
DEBTOR NAME: MOBILEMEDIA CORPORATION ET AL.
CASE NUMBER: 97-174 (PJW)
- --------------------------------------------------------------------------------
The Debtors have 52 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 year end audit adjustments and
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 February 28, 1998, January 31, 1998 and December 30, 1997
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
February January December
1998 1998 1997
--------- -------- ---------
<S> <C> <C> <C>
Operating Activities
Net Loss ($13,446) ($14,650) ($13,501)
Adjustments To Reconcile Net Loss To Net Cash
Provided By (Used In) Operating Activities:
Depreciation And Amortization 16,015 16,773 17,926
Provision For Uncollectible Accounts And Returns 3,300 3,300 2,532
Undistributed Earnings Of Affiliate 0 23 176
Deferred Financings Fees, Net 304 304 554
Change In Operating Assets and Liabilities:
Accounts Receivable (922) (960) 1,180
Inventory 104 155 637
Prepaid Expenses And Other Assets (176) (2,229) (315)
Accounts Payable, Accrued Expenses and Other (1,856) 965 (1,894)
--------- -------- ---------
Net Cash Provided By (Used In) Operating Activities 3,323 3,681 7,294
Investing Activities
Construction And Capital Expenditures,
Including Net Change In Pager Assets (2,085) (1,659) (1,585)
--------- -------- ---------
Net Cash Used In Investing Activities (2,085) (1,659) (1,585)
Financing Activities
Borrowings (Repayments) of DIP Credit Facility (3,000) (7,000) (2,000)
--------- -------- ---------
Net Cash Provided By (Used In) Financing Activities (3,000) (7,000) (2,000)
Net Increase (Decrease) In Cash And Cash Equivalents (1,763) (4,978) 3,708
Cash And Cash Equivalents At Beginning Of Period 5,929 10,907 7,198
--------- -------- ---------
Cash And Cash Equivalents At End Of Period $ 4,166 $ 5,929 $ 10,907
--------- -------- ---------
--------- -------- ---------
</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 FEBRUARY 28, 1998
DEBTOR NAME: MOBILEMEDIA CORPORATION ET AL.
CASE NUMBER: 97-174 (PJW)
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------
ACCOUNTS RECEIVABLE AGING
- ----------------------------------------------------------------------------
$ 30,857,912 0 - 30 days old
------------------ --------------------------------------------------
15,937,927 31 - 60 days old
------------------ --------------------------------------------------
8,092,425 61 - 90 days old
------------------ --------------------------------------------------
18,980,621 91+ days old
------------------ --------------------------------------------------
73,868,885 TOTAL TRADE ACCOUNTS RECEIVABLE
------------------ --------------------------------------------------
(26,459,771) ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
------------------ --------------------------------------------------
47,409,114 TRADE ACCOUNTS RECEIVABLE (NET)
------------------ --------------------------------------------------
984,586 OTHER NON-TRADE RECEIVABLES
------------------ --------------------------------------------------
$ 48,393,700 ACCOUNTS RECEIVABLE, NET
------------------ --------------------------------------------------
- -------------------------------------------------------------------------------
AGING OF POSTPETITION ACCOUNTS PAYABLE
- -------------------------------------------------------------------------------
0-30 Days 31-60 Days 61-90 Days 91+ Days Total
- ------------------- ----------- --------- ---------- -------- ----------
ACCOUNTS PAYABLE $ 3,013,470 238,874 0 0 $3,252,344
- ------------------- ----------- --------- ---------- -------- ----------
Page 13 of 18
<PAGE>
OFFICE OF THE U.S. TRUSTEE - REGION 3
STATEMENT OF OPERATIONS, TAXES,
INSURANCE AND PERSONNEL
FOR THE MONTH ENDED FEBRUARY 28, 1998
DEBTOR NAME: MOBILEMEDIA CORPORATION ET AL.
CASE NUMBER: 97-174 (PJW)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
STATUS OF POSTPETITION TAXES
- --------------------------------------------------------------------------------
BEGINNING AMOUNT ENDING DELIN-
TAX WITHHELD AMOUNT TAX QUENT
LIABILITY OR ACCRUED PAID LIABILITY TAXES
- ----------------------- ----------- ----------- ---------- ------------ --------
FEDERAL
- ----------------------- ----------- ----------- ---------- ------------ --------
WITHHOLDING $ 0 $1,091,079 $1,080,735 $ 10,344 $ 0
- ----------------------- ----------- ----------- ---------- ------------ --------
FICA-EMPLOYEE 0 657,361 657,361 0 0
- ----------------------- ----------- ----------- ---------- ------------ --------
FICA-EMPLOYER 158,756 1,442,228 1,442,196 158,788 0
- ----------------------- ----------- ----------- ---------- ------------ --------
UNEMPLOYMENT 16,252 68,835 73,481 11,606 0
- ----------------------- ----------- ----------- ---------- ------------ --------
INCOME 0 0 0 0 0
- ----------------------- ----------- ----------- ---------- ------------ --------
TOTAL FEDERAL TAXES 175,008 3,259,503 3,253,773 180,738 0
- ----------------------- ----------- ----------- ---------- ------------ --------
STATE AND LOCAL
- ----------------------- ----------- ----------- ---------- ------------ --------
WITHHOLDING 0 186,475 178,549 7,926 0
- ----------------------- ----------- ----------- ---------- ------------ --------
SALES 891,222 199,557 404,087 686,692 0
- ----------------------- ----------- ----------- ---------- ------------ --------
UNEMPLOYMENT 52,771 197,413 203,594 46,590 0
- ----------------------- ----------- ----------- ---------- ------------ --------
REAL PROPERTY 4,396,235 383,695 928 4,779,002 0
- ----------------------- ----------- ----------- ---------- ------------ --------
OTHER 1,066,292 413,181 632,420 847,053 0
- ----------------------- ----------- ----------- ---------- ------------ --------
TOTAL STATE AND LOCAL 6,406,520 1,380,321 1,419,578 6,367,263 0
- ----------------------- ----------- ----------- ---------- ------------ --------
TOTAL TAXES $6,581,528 $4,639,824 $4,673,351 $6,548,001 $ 0
- ----------------------- ----------- ----------- ---------- ------------ --------
Page 14 of 18
<PAGE>
PAYMENTS TO INSIDERS AND PROFESSIONALS
FOR THE MONTH ENDED FEBRUARY 28, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
INSIDERS
- --------------------------------------------------------------------------------------------------------
Salary/Bonus/ Reimbursable
Payee Name Position Auto Allowance Expenses Total
- ------------------------- -------------------------------------- ---------------- ------------ ---------
<S> <C> <C> <C> <C>
Alvarez & Marsal Inc. - Chairman - Restructuring $ - $ - $ -
Joseph A. Bondi
- ------------------------- -------------------------------------- ---------------- ------------ ---------
Boykin, Roberta Assistant Corporate Counsel 8,800 - 8,800
- ------------------------- -------------------------------------- ---------------- ------------ ---------
Burdette, H. Stephen Senior VP Corporate Development 15,000 4,269 19,269
and Senior VP Operations
- ------------------------- -------------------------------------- ---------------- ------------ ---------
Cross, Andrew Executive VP Sales and Marketing 17,500 4,859 22,359
- ------------------------- -------------------------------------- ---------------- ------------ ---------
Grawert, Ron Chief Executive Officer 30,769 3,081 33,850
- ------------------------- -------------------------------------- ---------------- ------------ ---------
Gray, Patricia Secretary/Acting General Counsel 13,085 1,822 14,907
- ------------------------- -------------------------------------- ---------------- ------------ ---------
Gross, Steven Senior VP Strategic Planning 14,865 2,663 17,528
- ------------------------- -------------------------------------- ---------------- ------------ ---------
Hilson, Debra Assistant Secretary 4,662 - 4,662
- ------------------------- -------------------------------------- ---------------- ------------ ---------
Hughes, Curtis Assistant VP Mgmt. Information Systems 9,615 1,488 11,103
- ------------------------- -------------------------------------- ---------------- ------------ ---------
Pascucci, James Treasurer 8,677 2,581 11,258
- ------------------------- -------------------------------------- ---------------- ------------ ---------
Panzella, Vito VP/Controller 9,230 607 9,834
- ------------------------- -------------------------------------- ---------------- ------------ ---------
Witsaman, Mark Senior VP and Chief Technology Officer 15,269 5,842 21,111
- ------------------------- -------------------------------------- ---------------- ------------ ---------
TOTAL PAYMENTS TO INSIDERS $ 174,681
- --------------------------------------------------------------------------------------------------------
</TABLE>
Page 15 of 18
<PAGE>
--------------------------------------------------
PAYMENTS TO INSIDERS AND PROFESSIONALS (CONTINUED)
FOR THE MONTH ENDED FEBRUARY 28, 1998
--------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
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 1/30/97 $ - $ - $ 263,186
Financial Consultants to Debtor
- ------------------------------------------- -------------- ------------- ------------ ---------------
2. Latham & Watkins - Counsel to Debtor 1/30/97 - - 73,306
- ------------------------------------------- -------------- ------------- ------------ ---------------
3. Alvarez & Marsal Inc.- Restructuring 1/30/97 229,636 - 536,820
Consultant to Debtor (2)
- ------------------------------------------- -------------- ------------- ------------ ---------------
4. Sidley & Austin - Bankruptcy Counsel 1/30/97 - 205,739 447,827
to Debtor
- ------------------------------------------- -------------- ------------- ------------ ---------------
5. Young, Conway, Stargate & Taylor - 1/30/97 12,920 9,538 13,992
Delaware Counsel to Debtor
- ------------------------------------------- -------------- ------------- ------------ ---------------
6. Wiley, Rein & Fielding - FCC Counsel 1/30/97 46,932 - 112,969
to Debtor
- ------------------------------------------- -------------- ------------- ------------ ---------------
7. Koteen & Naftalin - FCC Counsel to 6/11/97 - - 3,945
Debtor
- ------------------------------------------- -------------- ------------- ------------ ---------------
8. Houlihan, Lokey, Howard & Zukin - 6/04/97 - - 161,771
Advisors to the Creditors'
Committee
- ------------------------------------------- -------------- ------------- ------------ ---------------
9. Jones, Day, Reavis & Pogue - Counsel 4/03/97 - 46,065 25,087
to the Creditors' Committee
- ------------------------------------------- -------------- ------------- ------------ ---------------
10. Morris, Nichols, Arsht & Tunnell - 4/03/97 - - 2,293
Delaware Counsel to the Creditors'
Committee
- ------------------------------------------- -------------- ------------- ------------ ---------------
11. Paul, Weiss, Rifkind, Wharton & 4/25/97 - - 2,986
Garrison - FCC Counsel to the
Creditors' Committee
- ------------------------------------------- -------------- ------------- ------------ ---------------
12. The Blackstone Group LP - Financial 7/10/97 125,000 - 500,000
Advisors to Debtor
- ------------------------------------------- -------------- ------------- ------------ ---------------
13. Gerry, Friend & Sapronov, LLP. - 10/27/97 - - 149,196
Counsel to Debtor
- ------------------------------------------- -------------- ------------- ------------ ---------------
TOTAL $ 414,488 $ 261,342 $ 2,293,378
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Excludes invoices for fees and expenses through February 28, 1998 that
were received by the Debtors subsequent to February 28, 1998.
(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 FEBRUARY 28, 1998
- --------------------------------------------------------------------------------
SCHEDULED AMOUNTS
MONTHLY PAID TOTAL
PAYMENTS DURING UNPAID
NAME OF CREDITOR DUE MONTH POSTPETITION
- -------------------------------------- -------------- ------------- ------------
The Chase Manhattan Bank - (Interest) $ 4,257,938 $ 4,257,938* $ 0
- -------------------------------------- -------------- ------------- ------------
* Payment made on 3/2/98.
QUESTIONNAIRE
FOR THE MONTH ENDED FEBRUARY 28, 1998 YES NO
- ----------------------------------------------------------------- ----- ----
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
- ----------------------------------------------------------------- ----- ----
If the answer to any of the above questions is "YES", provide a detailed
explanation of each item.
Page 17 of 18
<PAGE>
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, $2 million, $7 million and $3 million of borrowings
under the DIP facility during the months of October 1997,
December 1997, January 1998 and February 1998 respectively. As
of February 28, 1998 there were no funded borrowings under the
DIP facility and a $0.5 million letter of credit issued in 1997
remained a contingent obligation of the Debtors under the DIP
facility.
Page 17 of 18
<PAGE>
---------------------------------------------------------------------------
INSURANCE
FOR THE MONTH ENDED FEBRUARY 28, 1998
---------------------------------------------------------------------------
THERE WERE NO CHANGES IN INSURANCE COVERAGE FOR THE REPORTING PERIOD.
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
PERSONNEL
FOR THE MONTH ENDED FEBRUARY 28, 1998
- ---------------------------------------------------------------------------------------
Full Time Part Time
- ---------------------------------------------------------------- --------- ---------
<S> <C> <C>
1. Total number of employees at beginning of period 3,428 40
- ---------------------------------------------------------------- --------- ---------
2. Number of employees hired during the period 25 3
- ---------------------------------------------------------------- --------- ---------
3. Number of employees terminated or resigned during the period 82 4
- ---------------------------------------------------------------- --------- ---------
4. Total number of employees on payroll at end of period 3,371 39
- ---------------------------------------------------------------- --------- ---------
</TABLE>
Page 18 of 18
