<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): November 19, 1996
MOBILEMEDIA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-68840 22-3379712
(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)
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(Former name or former address, if changed since last report)
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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 November 19, 1996, the Company issued the press
release attached as Exhibit A hereto
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 COMMUNICATIONS, INC.,
a Delaware corporation
Date: November 20, 1996 By: /s/ Santo J. Pittsman
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Santo J. Pittsman
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Page
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Exhibit A -- Press Release dated November 19, 1996. 5
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FOR IMMEDIATE RELEASE
CONTACTS: Santo J. Pittsman Laura E. Wilker
Senior Vice President & CEO Investor Relations
201-393-4693 201-462-4959
MOBILEMEDIA CORPORATION
ANNOUNCES THIRD QUARTER RESULTS
RIDGEFIELD PARK, NJ, November 1, 1996... MobileMedia Corporation
(NASDAQ:MBLM) today announced third quarter and nine months results.
The Company also announced that it did not make today's scheduled interest
payment on its publicly-traded bonds. The Company is continuing to review the
situation, in light of its cash requirements, during the thirty-day grace
period, which ends on November 30, 1996.
Net revenues (revenues from services, rents and maintenance plus product
sales, less the cost of products sold) for the third quarter ended September 30,
1996 were $141.5 million, compared to $57.9 million as reported for the third
quarter of 1995. For the nine months ended September 30, 1996 revenues totaled
$431.4 million, compared to $155.2 million for the nine months ended September
30, 1995.
EBITDA (earnings before interest, taxes, depreciation and amortization), a
key performance measure in the paging industry, for the third quarter totaled
$35.3 million compared to $16.4 million as reported for the 1995 quarter. For
the nine months ended September 30, 1996, EBITDA totaled $121.9 million compared
to $42.2 million for the nine months ended September 30, 1995. The results for
the 1996 periods reflect approximately $1 million of non-recurring costs related
to the separation of three senior executives in July and the hiring of a new
Chief Executive Officer. EBITDA as a percentage of net revenues (EBITDA margin)
for the third quarter and nine months ended September 30, 1996 was 25.0% and
28.3%, respectively, versus 28.4% and 27.2% for the comparable 1995 periods.
On a per share basis, the loss reported for the third quarter of 1996 was
$(1.56), based on 48.0 million average common shares and common share
equivalents outstanding, versus a $(0.20) per share loss in the third quarter of
1995, based on 32.0 million shares outstanding. The loss
<PAGE>
reported for the nine months ended September 30, 1996 was $(3.92) per share,
based on 47.9 million average common shares and common share equivalents
outstanding, versus $(1.03) per share for the nine months ended September 30,
1996, based on 25.7 million average shares outstanding.
Were 1995 results restated on a pro forma consolidated basis, as if the
MobileComm and Dial Page acquisitions had taken effect January 1, 1995, net
revenues were $142.7 million in the pro forma 1995 third quarter, and EBITDA was
$42.9 million, or 30.1% of net revenues. Net revenues for the pro forma nine
month period of 1995 were $414.2 million, and EBITDA was $124.9 million, or
30.2% of net revenues.
MobileMedia added 57,180 net paging subscribers from internal growth in the
third quarter, for a total of 4.5 million pagers-in-service as of September 30,
1996. Of the net internal additions in the quarter, 23.6% were alphanumeric
units and 28.2% were nationwide subscribers.
On January 4, 1996, MobileMedia acquired MobileComm, the paging business of
BellSouth Corporation, representing the largest acquisition in the paging
industry. With this acquisition, MobileMedia added approximately 1.8 million
units-in-service. On August 31, 1995, MobileMedia purchased the paging business
of Dial Page, adding approximately 370,000 units in the southeastern United
States. The combined company markets its services under the MobileComm brand.
Commenting on the results, Michael K. Lorelli, President and Chief
Executive Officer of MobileMedia, stated, "As we previously announced, the third
quarter results are disappointing. Costs from the MobileComm integration
continue to impact our results, and we expect to carry some additional costs
through the integration, which we anticipate will be completed in the second
quarter of 1997."
"However," he continued, "we have identified the issues that have affected
the integration, including the continued duplication of costs, and are
implementing an aggressive plan to address them. We are optimistic that this
plan will enable us to leverage our networks, national coverage, and strong
market position."
"In addition," Lorelli added, "we are moving ahead with our plans for
testing our narrowband personal communication services (NPCS) network. In San
Francisco, we have installed the transmitter sites and the beta tests will begin
next month, and our tests in Dallas will begin as soon as equipment is available
and installed. Initially, we intend to offer guaranteed alphanumeric messaging
over our NPCS network, and we will potentially add more advanced features down
the road. We believe that these value-added services, combined with the
network's superior efficiency and comprehensive coverage, will provide
significant benefits for our customers."
<PAGE>
Based in Ridgefield Park, New Jersey, MobileMedia is the second largest
provider of paging and personal communications services in the United States,
offering local, regional and nationwide coverage to approximately 4.5 million
subscribers in all 50 states, Canada and the Caribbean. The company operates
two one-way nationwide networks and owns two nationwide narrowband PCS licenses.
Statements contained in this release that are not based on historical fact
are "forward looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The "Risk Factors" and cautionary statements
identifying important factors that could cause actual results to differ
materially from those in the forward looking statements are detailed in the
Company's 1995 10-K filing with the Securities and Exchange Commission.
- tables to follow -
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MOBILEMEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months ended September 30,
--------------------------------
1996 1995 1995
---- ---- ----
<S> <C> <C> <C>
As reported Pro Forma*
Revenues
Services, rents and maintenance. . . . . . . $142,708 $56,483 $140,649
Equipment sales and activation fees. . . . . 21,422 7,620 28,684
------- ------ -------
Total revenues . . . . . . . . . . . . . . . . . 164,130 64,103 169,333
Cost of products sold. . . . . . . . . . . . . . (22,626) (6,205) (26,682)
------- ------ -------
141,504 57,898 142,651
Operating expenses
Services, rents and maintenance. . . . . . . 35,181 15,521 32,993
Selling. . . . . . . . . . . . . . . . . . . 23,102 11,597 26,646
General and administrative . . . . . . . . . 47,908 14,346 40,129
Depreciation . . . . . . . . . . . . . . . . 26,626 12,633 23,554
Amortization . . . . . . . . . . . . . . . . 53,277 5,224 53,781
------- ------ -------
Total operating expenses . . . . . . . . . . . . 186,094 59,321 177,103
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Operating (loss) . . . . . . . . . . . . . . . . (44,590) (1,423) (34,452)
Other income (expense)
Interest expense . . . . . . . . . . . . . . (24,250) (4,994) (22,342)
Other. . . . . . . . . . . . . . . . . . . . (77) (6) (6)
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Total other income (expense) . . . . . . . . . . (24,327) (5,000) (22,348)
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Loss from continuing operations
before income tax benefit. . . . . . . . . . (68,917) (6,423) (56,800)
Income tax benefit . . . . . . . . . . . . . . . (6,048) 0 3,465
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Loss from continuing operations. . . . . . . . . (74,965) (6,423) (53,335)
Loss from discontinued operations. . . . . . . . 0 0 0
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Net loss . . . . . . . . . . . . . . . . . . . . ($74,965) ($6,423) ($53,335)
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Net loss per common share:
Continuing operations. . . . . . . . . . . . ($1.56) ($0.20) ($1.12)
Discontinued operations. . . . . . . . . . . 0.00 0.00 0.00
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Net loss per common share. . . . . . . . . . . . ($1.56) ($0.20) ($1.12)
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------- ------ -------
Average common shares outstanding. . . . . . . . 47,960,257 31,950,179 47,692,571
EBITDA . . . . . . . . . . . . . . . . . . . . . $35,313 $16,434 $42,883
% EBITDA Margin. . . . . . . . . . . . . . . . . 25.0% 28.4% 30.1%
Long-term Debt . . . . . . . . . . . . . . . . . $1,069,876 $345,485 N/A
Units-in-Service . . . . . . . . . . . . . . . . 4,489,538 2,177,072 3,890,652
</TABLE>
* Restated on a pro forma basis as if the offerings and the MobileComm and Dial
Page acquisitions had taken effect on January 1, 1995.
<PAGE>
MOBILEMEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months ended September 30,
-------------------------------
1996 1995 1995
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<S> <C> <C> <C>
As reported Pro Forma*
Revenues
Services, rents and maintenance. . . . . . . $431,046 $150,791 $407,180
Equipment sales and activation fees. . . . . 56,781 22,761 77,449
------- ------ -------
Total revenues . . . . . . . . . . . . . . . . . 487,827 173,552 484,629
Cost of products sold. . . . . . . . . . . . . . (56,423) (18,361) (70,472)
------- ------ -------
431,404 155,191 414,157
Operating expenses
Services, rents and maintenance. . . . . . . 101,802 40,903 94,152
Selling. . . . . . . . . . . . . . . . . . . 72,658 31,032 76,237
General and administrative . . . . . . . . . 135,025 14,098 118,899
Depreciation . . . . . . . . . . . . . . . . 83,185 37,052 71,920
Amortization . . . . . . . . . . . . . . . . 159,811 13,876 159,548
------- ------ -------
Total operating expenses . . . . . . . . . . . . 552,481 163,961 520,756
------- ------ -------
Operating (loss) . . . . . . . . . . . . . . . . (121,077) (8,770) 106,599
Other income (expense)
Interest expense . . . . . . . . . . . . . . (67,087) (17,617) (67,279)
Other. . . . . . . . . . . . . . . . . . . . 66 (6) (6)
------- ------ -------
Total other income (expense) . . . . . . . . . . (67,021) (17,623) (67,285)
------- ------ -------
Loss from continuing operations
before income tax benefit. . . . . . . . . . (188,098) (26,393) (173,884)
Income tax benefit . . . . . . . . . . . . . . . 0 0 10,607
------- ------ -------
Loss from continuing operations. . . . . . . . . (188,098) (26,393) (163,277)
Loss from discounted operations. . . . . . . . . 0 0 0
------- ------ -------
Net loss . . . . . . . . . . . . . . . . . . . . ($188,098) ($26,393) ($163,277)
------- ------ -------
------- ------ -------
Net loss per common share:
Continuing operations. . . . . . . . . . . . ($3.92) ($1.03) ($3.47)
Discontinued operations. . . . . . . . . . . 0.00 0.00 0.00
------- ------ -------
Net loss per common share. . . . . . . . . . . . ($3.92) ($1.03) ($3.47)
------- ------ -------
------- ------ -------
Average common shares outstanding. . . . . . . . 47,945,072 25,695,897 47,069,981
EBITDA . . . . . . . . . . . . . . . . . . . . . $121,919 $42,158 $124,869
% EBITDA Margin. . . . . . . . . . . . . . . . . 28.3% 27.2% 30.2%
Long-term Debt . . . . . . . . . . . . . . . . . $1,069,876 $345,485 N/A
Units-in-Service . . . . . . . . . . . . . . . . 4,489,538 2,177,072 3,890,852
</TABLE>
* Restated on a pro forma basis as if the offerings and the MobileComm and Dial
Page acquisitions had taken effect on January 1, 1995.
<PAGE>
[LOGO] [LETTERHEAD]
FOR IMMEDIATE RELEASE
CONTACTS: Santo J. Pittsman Laura E. Wilker
Senior Vice President & CFO Investor Relations
201-393-4693 201-462-4959
MOBILEMEDIA CORPORATION
ANNOUNCES MANAGEMENT CHANGES
RIDGEFIELD PARK, NJ, November 19, 1996...MobileMedia Corporation
(NASDAQ:MBLM) today announced that Michael K. Lorelli has informed the Company's
Board of Directors of his intention to resign as the Company's President and
Chief Executive Officer and as a member of its Board of Directors.
The Company and Mr. Lorelli are working out details of a Separation
Agreement, the terms of which are expected to include compensation calculated
pursuant to his employment agreement.
David Bayer, Chairman of the Board of Directors, will be named Acting Chief
Executive Officer. The Board is commencing an active search for Mr. Lorelli's
replacement, and is continuing its search for senior operations management.
On behalf of the Board of Directors, David Bayer said, "Mike Lorelli joined
MobileMedia in September because we and he felt the Company's long-term
opportunities would leverage his leadership talents as a growth strategist. In
the past three months, it has become clear that the challenges facing
MobileMedia are more operational in nature.
<PAGE>
Ongoing discussions with the lenders and vendors have prompted Mike to conclude
that the role of CEO now requires an executive with a different experience set.
We support Mike in a decision he feels is in his own and MobileMedia's best
interests."
David Bayer has over 20 years of experience operating paging and cellular
telephone companies, most recently as an investor in, and member of the Boards
of Directors of, Western Wireless Corporation and MobileMedia.
MobileMedia Corporation is the second largest provider of paging and
personal communications services in the United States, offering local, regional
and nationwide coverage to approximately 4.5 million subscribers in all 50
states, Canada and the Caribbean. The company operates two one-way nationwide
networks and owns two nationwide narrowband PCS licenses.
###
