================================================================================
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 28, 1998
MOBILEMEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-26320 22-3253006
(State or other (Commission File No.) (IRS Employer
jurisdication Identification No.)
of incorporation)
Fort Lee Executive Park, One Executive Drive, Suite 500,
Fort Lee, New Jersey 07024
(Address of principal executive offices)
(Zip Code)
(201) 224-9200
(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 23, 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
November 30, 1998 which is attached hereto as Exhibit 99.1.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Not Applicable.
Item 8. Change in Fiscal Year.
Not Applicable.
2
<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.
Date: December 28, 1998 MOBILEMEDIA CORPORATION
By: /s/ David R. Gibson
--------------------------------
David R. Gibson
Senior Vice President and
Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
Exhibit Page
- ------- ----
Exhibit 99.1--Monthly Operating Report
4
OFFICE OF THE U.S. TRUSTEE - REGION 3
MONTHLY OPERATING REPORT
For the month ended November 30, 1998
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) (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:
Senior Vice President/Chief Financial Officer
- -------------------------------- ---------------------------------------------
SIGNATURE OF RESPONSIBLE PARTY TITLE
David R. Gibson December 23, 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 November 30, 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 37 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.
3. The Debtors have filed final federal and state income tax returns for the
years ended December 31, 1997 and 1996 and have made estimated income tax
payments for 1998 where applicable. Copies of these tax returns are
available upon request. Previously, the Debtors filed copies of such income
tax returns for the year ended December 31, 1995 with the US Trustee.
Page 2 of 18
<PAGE>
OFFICE OF THE U.S. TRUSTEE - REGION 3
CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
For the month ended November 30, 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 are unaudited and accordingly, there could be year
end audit adjustments as well as other adjustments related to the Debtors'
filing for protection under Chapter 11 of the US Bankruptcy Code on January 30,
1997.
(1) On September 3, 1998, the Company completed the sale of 166 transmission
towers to Pinnacle Towers, Inc. ("Pinnacle") for $170 million in cash. Under the
terms of a lease with Pinnacle, the Company will lease antenna sites located at
these towers for an initial period of 15 years at an aggregate annual rental of
$10.7 million. The sale was accounted for in accordance with Statement of
Financial Accounting Standards No. 28, Accounting for Sales with Leasebacks, and
resulted in a recognized gain of $94.2 million and a deferred gain of $70.0
million. The deferred gain will be amortized on a straight-line basis over the
initial lease period of 15 years. Subsequent to the sale, the Company
distributed the $170 million in proceeds to its secured creditors, who had a
lien on such assets. As a result of the sale transaction, the Company no longer
receives approximately $0.2 million of monthly rental revenue included in
Service, Rents & Maintenance revenue and the Company will incur an additional
$0.8 million of monthly rent expense included in Service, Rents & Maintenance
expense. The estimated income tax expense of the sale transaction is
approximately $0.7 million.
MobileMedia Corporation and Subsidiaries
Consolidated Statements of Operations
For the Months Ended November
30, 1998, October 31, 1998
and September 30, 1998
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
November October September
1998 1998 1998
-------- -------- --------
<S> <C> <C> <C>
Paging Revenues
Service, Rents & Maintenance $34,452(1) $34,778(1) $34,682(1)
Equipment Sales
Product Sales 2,017 2,374 1,961
Cost of Products Sold 2,065 2,203 1,868
-------- -------- --------
Equipment Margin (48) 171 93
Net Revenue 34,404 34,949 34,776
Operating Expense
Service, Rents & Maintenance 9,337(1) 9,537 (1) 9,505(1)
Selling 5,053 5,185 4,920
MaGeneral & Administrative 10,276 11,379 11,077
-------- -------- --------
Operating Expense Before Depr. & Amort 24,666 26,101 25,502
EBITDA Before Reorganization and Restructuring Costs 9,738 8,848 9,274
Reorganization Costs 1,482 1,596 1,514
Restructuring Costs 0 175 0
-------- -------- --------
EBITDA after Reorganization and Restructuring Costs 8,256 7,078 7,760
Depreciation 6,852 6,981 6,680
Amortization 2,481 2,481 2,484
Amortization of Deferred Gain (389) (389) (389)
-------- -------- --------
Total Depreciation and Amortization 8,944 9,073 8,775
Operating Income(Loss) (688) (1,995) (1,015)
Interest Expense 3,436 3,661 3,676
Gain on Sale of Tower Assets 0 0 94,165(1)
Other Income(Expense) 9 (65) 2
Income Taxes 0 0 678(1)
(G & A / Operations -------- -------- --------
Net Income(Loss) ($ 4,115) ($ 5,722) $ 88,796
======== ======== ========
</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, 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 are unaudited and accordingly, there could be year
end audit adjustments as well as other adjustments related to the Debtors'
filing for protection under Chapter 11 of the US Bankruptcy Code on January 30,
1997.
(1) On September 3, 1998, the Company completed the sale of 166 transmission
towers to Pinnacle Towers, Inc. ("Pinnacle") for $170 million in cash. Under the
terms of a lease with Pinnacle, the Company will lease antenna sites located at
these towers for an initial period of 15 years at an aggregate annual rental of
$10.7 million. The sale was accounted for in accordance with Statement of
Financial Accounting Standards No. 28, Accounting for Sales with Leasebacks, and
resulted in a recognized gain of $94.2 million and a deferred gain of $70.0
million. The deferred gain will be amortized on a straight-line basis over the
initial lease period of 15 years. Subsequent to the sale, the Company
distributed the $170 million in proceeds to its secured creditors, who had a
lien on such assets.
(2) Includes an adjustment to previously reported amounts of approximately $3.6
million to reclassify certain liabilities, primarily operating taxes, from
Accrued Expenses and Other Current Liabilities to Accrued Expenses and Other
Current Liabilities - Pre Petition.
MobileMedia Corporation and Subsidiaries
Consolidated Balance Sheets
As of November 30, 1998, October 31, 1998 and September 30, 1998
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
November October September
1998 1998 1998
----------- ----------- -----------
<S> <C> <C> <C>
Assets:
Current Assets:
Cash $ 4,016 $ 2,415 $ 9,814
Accounts Receivable, Net 34,995 37,548 38,127
Inventory 1,597 1,621 1,167
Prepaid Expenses 4,641 6,011 6,391
Other Current Assets 4,943 4,929 5,399
----------- ----------- -----------
Total Current Assets 50,192 52,524 60,898
Noncurrent Assets:
Property and Equipment, Net 217,645 218,313 218,873(1)
Deferred Financing Fees, Net 19,599 19,902 20,206
Investment In Net Assets Of Equity Affiliate 1,612 1,691 1,691
Intangible Assets, Net 268,368 270,828 273,287
Other Assets 858 880 901
----------- ----------- -----------
Total Noncurrent Assets 508,082 511,614 514,959
Total Assets $ 558,274 $ 564,138 $ 575,857
=========== =========== ===========
Liabilities and Stockholders' Equity:
Liabilities Not Subject to Compromise:
DIP Credit Facility $ 0 $ 0 $ 0
Accrued Reorganization Costs 5,133 4,803 7,001
Accrued Wages, Benefits and Payroll Taxes 10,609 9,262 12,398
Accounts Payable - Post Petition 5,056 7,127 2,106
Accrued Interest 3,616 3,928 4,145
Accrued Expenses and Other Current Liabilities 29,123 28,373(2) 32,503(2)
Advance Billings and Customer Deposits 28,843 30,239 31,340
Deferred Gain on Tower Sale 68,833(1) 69,222(1) 69,611(1)
----------- ----------- -----------
Total Liabilities Not Subject To Compromise 151,214 152,954 159,104
Liabilities Subject to Compromise:
Accrued Wages, Benefits and Payroll Taxes 3,085 3,085 3,086
Chase Credit Facility 479,000 479,000 479,000(1)
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 20,423 20,423 20,423
Accounts Payable- Pre Petition 16,107(1) 16,109(2) 16,147(2)
Accrued Expenses and Other Current Liabilities - Pre Petition 20,974 20,974 20,877
Other Liabilities 4,812 4,819(2) 4,724(2)
----------- ----------- -----------
Total Liabilities Subject To Compromise 971,083 971,091 970,938
Deferred Tax Liability 2,655 2,655 2,655
<PAGE>
Stockholders' Equity
Class A Common Stock 50 50 50
Class B Common Stock 2 2 2
Additional Paid-In Capital 689,148 689,148 689,148
Accumulated Deficit - Pre Petition (1,171,108) (1,171,108) (1,171,108)
Accumulated Deficit - Post Petition (78,648) (74,532) (68,811)
----------- ----------- -----------
Total Stockholders' Equity (560,555) (556,439) (550,718)
Less:
Treasury Stock (6,123) (6,123) (6,123)
----------- ----------- -----------
Total Stockholders' Equity (566,678) (562,562) (556,841)
Total Liabilities and Stockholders' Equity $ 558,274 $ 564,138 $ 575,857
</TABLE>
See Accompanying Notes
Page 6 of 18
<PAGE>
Footnotes to the Financial Statements:
1. These financial statements are unaudited and accordingly, there could be
year end audit adjustments as well as other adjustments related to the
Debtors' filing for protection under Chapter 11 of the US Bankruptcy Code on
January 30, 1997.
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) property taxes; (vii) customer
refunds; and (viii) customer rewards.
On August 20, 1998, Arch Communications Group, Inc. ("Arch") and the Debtors
announced a definitive merger agreement for Arch to acquire the Debtors.
This merger agreement was amended as of September 3, 1998 and as of December
1, 1998. Under the terms of the agreement, Arch will acquire the Debtors for
a combination of cash, the assumption of certain liabilities, and the
issuance of Arch common stock and rights to acquire Arch common stock and,
in certain circumstances, to acquire warrants. The transaction will be
implemented through the Debtors' Third Amended Joint Plan of Reorganization
filed with the Bankruptcy Court on December 2, 1998 ("the Amended Plan"). A
Disclosure Statement related to the Amended Plan was approved by the
Bankruptcy Court on December 11, 1998 and a hearing date for confirmation of
the Amended Plan was set for February 3, 1999.
Page 7 of 18
<PAGE>
Footnotes to the Financial Statements (continued):
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. On September 3, 1998, the Company completed the sale of 166 transmission
towers to Pinnacle Towers, Inc. ("Pinnacle") for $170 million in cash. Under
the terms of a lease with Pinnacle, the Company will lease antenna sites
located at these towers for an initial period of 15 years at an aggregate
annual rental of $10.7 million. The sale was accounted for in accordance
with Statement of Financial Accounting Standard No. 28, Accounting for Sales
with Leasebacks, and resulted in a recognized gain of $94.2 million and a
deferred gain of $70.0 million. The deferred gain will be amortized on a
straight-line basis over the initial lease period of 15 years. Subsequent to
the sale, the Company distributed the $170 million in proceeds to its
secured creditors, who had a lien on such assets. As a result of the sale
transaction, the Company no longer receives approximately $0.2 million of
monthly rental revenue previously included in Service, Rents & Maintenance
revenue and the Company will incur an additional $0.8 million of monthly
rent included in Service, Rents & Maintenance expense. The estimated income
tax expense of the sale transaction is approximately $0.7 million.
5. The Company is one of the largest paging companies in the U.S., with
approximately 3.1 million units in service at November 30, 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, misrepresentations and other violations had occurred during the
licensing process for as many as 400 to 500, or approximately 6% to 7%, of
the Company's 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 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 was originally
granted for ten months and was extended by the FCC through October 6, 1998.
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, as reflected in the Amended Plan, will result in a
change of control.
On September 2, 1998, the Company and Arch filed a joint Second Thursday
application. The Company believes the plan of reorganization referenced in
the application satisfies the conditions of Second Thursday. On October 5,
1998, a supplement was filed to notify the FCC of certain modifications to
the proposed transaction. The application was accepted for filing by public
notice dated October 15, 1998. On October 16, 1998, the Company and Arch
filed a joint supplement of data requested by the staff of the Wireless
Telecommunications Bureau to assist in their evaluation of the application.
Public comments on the Second Thursday application were due November 16,
1998. On that date, the FCC's Wireless Telecommunications Bureau and the
Pre-Petition Lenders filed comments generally supporting grant of the
application. MobileMedia, Arch and the Pre-Petition Lenders each submitted
timely reply comments. The designated pleading cycle on the Second Thursday
application is now closed.
In the event that the Company were unable to consummate the Amended Plan or
any other plan of reorganization that satisfies the conditions of Second
Thursday, 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, 1998
Debtor Name: MobileMedia Corporation et al.
Case Number: 97-174 (PJW)
The Debtors have 37 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 are unaudited and accordingly, there could be year
end audit adjustments as well as other adjustments related to the Debtors'
filing for protection under Chapter 11 of the US Bankruptcy Code on January 30,
1997.
(1) On September 3, 1998, the Company completed the sale of 166 transmission
towers to Pinnacle Towers, Inc. ("Pinnacle") for $170 million in cash. Under the
terms of a lease with Pinnacle, the Company will lease antenna sites located at
these towers for an initial period of 15 years at an aggregate annual rental of
$10.7 million. The sale was accounted for in accordance with Statement pf
Financial Accounting Standards No. 28, Accounting for Sales with Leasebacks, and
resulted in a recognized gain of $94.2 million and a deferred gain of $70.0
million. The deferred gain will be amortized on a straight-line basis over the
initial lease period of 15 years. Subsequent to the sale, the Company
distributed the $170 million in proceeds to its secured creditors, who had a
lien on such assets.
MobileMedia Corporation and Subsidiaries
Consolidated Statements Of Cash Flows
For The Months Ended November 30, 1998, October 31, 1998 and September 30, 1998
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
November October September
1998 1998 1998
------- ------- ---------
<S> <C> <C> <C> <C>
Operating Activities
Net Income(Loss) ($4,115) ($5,722) $ 88,796
Adjustments To Reconcile Net Income(Loss) To Net Cash
Provided By (Used In) Operating Activities:
Depreciation And Amortization 9,333 9,462 9,164
Provision For Uncollectible Accounts And Returns 1,030 1,041 1,021
Amortization of Deferred Gain on Sale of Tower Assets (389)(1) (389)(1) (389)(1)
Income Taxes 0 0 678 (1)
Undistributed Earnings Of Affiliate 0 0 43
Recognized Gain On Sale Of Tower Assets 0 0 (94,165)(1)
Deferred Financings Fees, Net 304 304 304
Change In Operating Assets and Liabilities:
Accounts Receivable 1,523 (461) (1,677)
Inventory 24 (454) 73
Prepaid Expenses And Other Assets 1,436 850 (1,156)
Accounts Payable, Accrued Expenses and Other (1,361) (5,609) (364)
------- ------- ---------
Net Cash Provided By (Used In) Operating Activities 7,785 (978) 2,330
Investing Activities
Construction And Capital Expenditures,
Including Net Change In Pager Assets (6,184) (6,420) (5,385)
Net Proceeds From the Sale of tower assets 0 0 169,703 (1)
Other
------- ------- ---------
Net Cash Provided By (Used In) Investing Activities (6,184) (6,420) 164,318
Financing Activities
Payment to Chase Credit Facility 0 0 (170,000)(1)
Borrowings (Repayments) of DIP Credit Facility 0 0 0
------- ------- ---------
Net Cash Provided By (Used In) Financing Activities 0 0 (170,000)
Net Increase (Decrease) In Cash And Cash Equivalents 1,601 (7,398) (3,352)
Cash And Cash Equivalents At Beginning Of Period 2,415 9,814 13,165 $13,165
------- ------- --------- =======
Cash And Cash Equivalents At End Of Period $ 4,016 $ 2,415 $ 9,814
======= ======= =========
</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, 1998
Debtor Name: MobileMedia Corporation et al.
Case Number: 97-174 (PJW)
ACCOUNTS RECEIVABLE AGING
<TABLE>
<S> <C>
$19,781,010 0 - 30 days old
---------------------------------------------------------------
13,043,496 31 - 60 days old
---------------------------------------------------------------
5,834,325 61 - 90 days old
---------------------------------------------------------------
10,404,585 91+ days old
---------------------------------------------------------------
49,063,416 TOTAL TRADE ACCOUNTS RECEIVABLE
---------------------------------------------------------------
(14,524,000) ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
---------------------------------------------------------------
34,539,416 TRADE ACCOUNTS RECEIVABLE (NET)
---------------------------------------------------------------
455,407 OTHER NON-TRADE RECEIVABLES
---------------------------------------------------------------
$ 34,994,823 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 $ 2,803,338 1,505,332 747,229 0 $5,055,899
------------------------------------------------------------
</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, 1998
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 $1,078,281 $1,078,281 $ 0 $0
- -------------------------------------------------------------------------------------------------
FICA-EMPLOYEE 0 574,905 574,905 0 0
- -------------------------------------------------------------------------------------------------
FICA-EMPLOYER 0 1,710,774 1,682,730 28,044 0
- -------------------------------------------------------------------------------------------------
UNEMPLOYMENT 0 5,760 5,484 276 0
- -------------------------------------------------------------------------------------------------
INCOME 0 0 0 0 0
- -------------------------------------------------------------------------------------------------
TOTAL FEDERAL TAXES 0 3,369,720 3,341,400 28,320 0
- -------------------------------------------------------------------------------------------------
STATE AND LOCAL
- -------------------------------------------------------------------------------------------------
WITHHOLDING 58,871 198,598 183,144 74,325 0
- -------------------------------------------------------------------------------------------------
SALES 515,715 1,100,375 1,172,533 443,557 0
- -------------------------------------------------------------------------------------------------
UNEMPLOYMENT 1,049 27,745 27,586 1,208 0
- -------------------------------------------------------------------------------------------------
REAL PROPERTY 3,253,286 383,893 123,219 3,513,960 0
- -------------------------------------------------------------------------------------------------
OTHER 3,761,944 795,829 644,546 3,913,227 0
- -------------------------------------------------------------------------------------------------
TOTAL STATE AND LOCAL 7,590,865 2,506,440 2,151,028 7,946,277 0
- -------------------------------------------------------------------------------------------------
TOTAL TAXES $7,590,865 $5,876,160 $5,492,428 $7,974,597 $0
- -------------------------------------------------------------------------------------------------
</TABLE>
Page 14 of 18
<PAGE>
PAYMENTS TO INSIDERS AND PROFESSIONALS
For the month ended November 30, 1998
INSIDERS (1)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Payee Name Position Salary/Bonus/ Reimbursable
Auto Allowance Expenses Total
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alvarez & Marsal Inc. - Chairman - $ 54,167 $ 8,092 $ 62,259
Joseph A. Bondi Restructuring
- --------------------------------------------------------------------------------------------------
Burdette, H. Stephen Senior VP Corporate 15,000 369 15,369
Development and
Senior VP Operations
- --------------------------------------------------------------------------------------------------
Grawert, Ron Chief Executive 30,769 3,535 34,304
Officer
- --------------------------------------------------------------------------------------------------
Gray, Patricia Secretary/VP and 13,846 0 13,846
General Counsel
- --------------------------------------------------------------------------------------------------
Gross, Steven Executive VP Sales & 17,769 3,972 21,741
Marketing
- --------------------------------------------------------------------------------------------------
Hilson, Debra Assistant Secretary 4,848 0 4,848
- --------------------------------------------------------------------------------------------------
Pascucci, James Treasurer 8,400 889 9,289
- --------------------------------------------------------------------------------------------------
Panzella, Vito VP / Controller 9,377 0 9,377
- --------------------------------------------------------------------------------------------------
Witsaman, Mark Senior VP and Chief 15,269 6,358 21,627
Technology Officer
- --------------------------------------------------------------------------------------------------
TOTAL PAYMENTS TO INSIDERS $ 192,660
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) Excludes 19 non-executive officers of subsidiaries who were paid salaries
and reimbursable expenses in the aggregate of $199,316.
Page 15 of 18
<PAGE>
PAYMENTS TO INSIDERS AND PROFESSIONALS (Continued)
For the month ended November 30, 1998
PROFESSIONALS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Holdback and
Date of Invoice
Name and Relationship Court Invoices Invoices Balances
Approval Received (1) Paid Due
- ----------------------------------------- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C>
1. Ernst & Young - Auditor, Tax and 1/30/97 $ -- $ -- $ 459,454
Financial Consultants to Debtor --
- -------------------------------------------------------------------------------------------------
2. Latham & Watkins - Counsel to Debtor 1/30/97 91,257 44,824 243,052
- -------------------------------------------------------------------------------------------------
3. Alvarez & Marsal Inc.- 1/30/97 164,681 130,599 294,943
Restructuring Consultant to
Debtor (2)
- -------------------------------------------------------------------------------------------------
4. Sidley & Austin - Bankruptcy 1/30/97 -- -- 889,090
Counsel to Debtor
- -------------------------------------------------------------------------------------------------
5. Young, Conaway, Stargatt & Taylor - 1/30/97 63,362 -- 64,844
Delaware Counsel to Debtor
- -------------------------------------------------------------------------------------------------
6. Wiley, Rein & Fielding - FCC 1/30/97 76,314 -- 204,713
Counsel to Debtor
- -------------------------------------------------------------------------------------------------
7. Koteen & Naftalin - FCC Counsel to 6/11/97 -- -- 3,945
Debtor
- -------------------------------------------------------------------------------------------------
8. Houlihan, Lokey, Howard & Zukin - 6/04/97 181,550 -- 226,550
Advisors to the Creditors'
Committee
- -------------------------------------------------------------------------------------------------
9. Jones, Day, Reavis & Pogue - 4/03/97 161,657 341,037 252,689
Counsel to the Creditors'
Committee
- -------------------------------------------------------------------------------------------------
10. Morris, Nichols, Arsht & Tunnell - 4/03/97 3,435 1,065 4,040
Delaware Counsel to the
Creditors' Committee
- -------------------------------------------------------------------------------------------------
11. Paul, Weiss, Rifkind, Wharton & 4/25/97 1,308 3,319 2,155
Garrison - FCC Counsel to the
Creditors' Committee
- -------------------------------------------------------------------------------------------------
12. The Blackstone Group LP - Financial 7/10/97 126,434 107,114 226,434
Advisors to Debtor
- -------------------------------------------------------------------------------------------------
13. Gerry, Friend & Sapronov, LLP. - 10/27/97 57,169 -- 125,843
Counsel to Debtor
- -------------------------------------------------------------------------------------------------
TOTAL $927,167 $ 627,958 $2,997,752
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Excludes invoices for fees and expenses through November 30, 1998 that were
received by the Debtors subsequent to November 30, 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>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
ADEQUATE PROTECTION PAYMENTS
For the month ended November 30, 1998
- -------------------------------------------------------------------------------------------------
SCHEDULED AMOUNTS
MONTHLY PAID TOTAL
PAYMENTS DURING UNPAID
NAME OF CREDITOR DUE MONTH POSTPETITION
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Chase Manhattan Bank - (Interest) $3,124,027 $ 3,124,027* $ 0
- -------------------------------------------------------------------------------------------------
</TABLE>
* Payment made on 10/29/98.
QUESTIONNAIRE
<TABLE>
<CAPTION>
For the month ended November 30, 1998 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? No
- -------------------------------------------------------------------------------------------------
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) property taxes; (vii) customer
refunds; and (viii) customer rewards.
Item 5. As of November 30, 1998 there were no funded borrowings under the
DIP facility.
Page 17 of 18
<PAGE>
- - INSURANCE
For the month ended November 30, 1998
There were no changes in insurance coverage for the reporting period.
PERSONNEL
<TABLE>
<CAPTION>
For the month ended November 30, 1998
- -------------------------------------------------------------------------------------------------
Full Time Part Time
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
1. Total number of employees at beginning of period 2,912 22
- -------------------------------------------------------------------------------------------------
2. Number of employees hired during the period 115 3
- -------------------------------------------------------------------------------------------------
3. Number of employees terminated or resigned during the period 43 6
- -------------------------------------------------------------------------------------------------
4. Total number of employees on payroll at end of period 2,984 19
- -------------------------------------------------------------------------------------------------
</TABLE>
Page 18 of 18
