<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): April 28, 1998
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)
--------------------------------------------------------------------
(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 April 28, 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
March 31, 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 COMMUNICATIONS, INC.
a Delaware corporation
Date: April 28, 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>
OFFICE OF THE U.S. TRUSTEE - REGION 3
MONTHLY OPERATING REPORT
FOR THE MONTH ENDED MARCH 31, 1998
DEBTOR NAME: MOBILEMEDIA CORPORATION ET AL.
CASE NUMBER: 97-174 (PJW)
- --------------------------------------------------------------------------------
DOCUMENT PREVIOUSLY EXPLANATION
REQUIRED ATTACHMENTS: ATTACHED SUBMITTED ATTACHED
1. Tax Receipts ( ) (X) (X)
2. Bank Statements ( ) ( ) (X)
3. Most recently filed
Income Tax Return ( ) (X) ( )
4. Most recent Annual ( ) (X) ( )
Financial Statements
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 April 27, 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 MARCH 31, 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 MARCH 31, 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 could also be additional 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) March 1998 Service, Rents & Maintenance Revenue and General &
Administrative Expense include the favorable impact of quarter end
adjustments to the allowance for doubtful accounts. The adjustments reflect
the improvement in the Company's billing and collection processes. Billing
reserves recorded against revenue included in Services, Rents & Maintenance
Revenue, were $(0.8), $1.7 and $1.8 million, respectively, in March, February
and January. Bad debt expense included in General & administrative expense
was $(0.8), $1.6 and $1.5 million, respectively, in March, February and
January.
MobileMedia Corporation and Subsidiaries
Consolidated Statements of Operations
For the Quarter Ended March 31, 1998 and for the Months Ended
March 31, 1998, February 28, 1998 and January 31, 1998
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
1st Qtr March February January
1998 1998 1998 1998
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
Paging Revenues
Service, Rents & Maintenance $108,542 $ 37,103 (1) $ 35,198 $ 36,241
Equipment Sales
Product Sales 6,621 2,251 2,137 2,233
Cost of Products Sold 5,513 1,806 1,671 2,037
-------- --------- --------- ---------
Equipment Margin 1,107 445 466 196
Net Revenue 109,650 37,548 35,664 36,437
Operating Expense
Service, Rents & Maintenance 28,899 9,475 9,615 9,809
Selling 15,703 5,483 5,113 5,106
General & Administrative 34,911 9,979 (1) 12,305 12,627
-------- --------- --------- ---------
Operating Expense Before Depr. & Amort. 79,512 24,937 27,034 27,542
EBITDA Before Reorganization Costs 30,137 12,612 8,630 8,895
Reorganization Costs 4,558 1,518 1,444 1,595
-------- --------- --------- ---------
EBITDA after Reorganization Costs 25,580 11,093 7,186 7,300
Depreciation 24,194 7,897 7,770 8,527
Amortization 24,735 8,245 8,245 8,246
-------- --------- --------- ---------
Total Depreciation and Amortization 48,929 16,142 16,015 16,773
Operating Loss (23,349) (5,049) (8,829) (9,472)
Interest Expense 14,626 4,913 4,576 5,138
Other Expense (1) 0 0 (1)
Tax 0 (83) 42 42
-------- --------- --------- ---------
Net Loss ($37,974) ($9,878) ($13,446) ($14,650)
-------- --------- --------- ---------
-------- --------- --------- ---------
</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 MARCH 31, 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 could also be additional 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) Certain balance sheet reclassifications have been made to reflect year
end audit adjustments.
MobileMedia Corporation and Subsidiaries
Consolidated Balance Sheets
As of March 31, 1998, February 28, 1998 and January 31, 1998
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
MARCH FEBRUARY JANUARY
1998 1998(1) 1998(1)
---------- ---------- -----------
<S> <C> <C> <C>
ASSETS:
CURRENT ASSETS:
Cash $ 15,608 $ 4,701 $ 4,837
Accounts Receivable, Net 44,192 47,261 49,614
Inventory 461 609 713
Prepaid Expenses 4,381 5,072 5,070
Other Current Assets 5,198 5,182 5,039
---------- ---------- ----------
TOTAL CURRENT ASSETS 69,839 62,825 65,272
NONCURRENT ASSETS:
Property and Equipment, Net 238,597 245,385 251,069
Deferred Financing Fees, Net 22,028 22,332 22,636
Investment In Net Assets Of Equity Affiliate 1,766 1,766 1,766
Intangible Assets, Net 982,199 990,411 998,623
Other Assets 475 495 528
---------- ---------- ----------
TOTAL NONCURRENT ASSETS 1,245,065 1,260,388 1,274,621
TOTAL ASSETS $1,314,904 $1,323,213 $1,339,894
---------- ---------- ----------
---------- ---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY:
LIABILITIES NOT SUBJECT TO COMPROMISE:
DIP Credit Facility $ 0 $ 0 $ 3,000
Accrued Reorganization Costs 5,039 5,486 6,078
Accrued Wages, Benefits and Payroll Taxes 14,974 13,302 13,085
Accounts Payable - Post Petition 2,356 1,921 1,491
Accrued Interest (Chase & DIP Facilities ) 4,630 4,280 4,765
Accrued Expenses and Other Current Liabilities 34,555 35,152 34,445
Advance Billings and Customer Deposits 34,600 34,467 34,939
---------- ---------- ----------
TOTAL LIABILITIES NOT SUBJECT TO COMPROMISE 96,154 94,607 97,805
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 19,694 19,694 19,694
Accrued Expenses and Other Current Liabilities - Pre Petition 21,518 21,519 21,520
Other Liabilities 4,769 4,745 4,783
---------- ---------- ----------
TOTAL LIABILITIES SUBJECT TO COMPROMISE 1,145,178 1,145,155 1,145,194
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 (226,776) (216,897) (203,453)
---------- ---------- ----------
Total Stockholders' Equity 7,598 17,477 30,920
Less:
Treasury Stock (6,123) (6,123) (6,123)
---------- ---------- ----------
TOTAL STOCKHOLDERS' EQUITY 1,475 11,354 24,797
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,314,904 $1,323,213 $1,339,894
---------- ---------- ----------
---------- ---------- ----------
</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 could also be additional 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) property taxes; (vii)
customer refunds; and (viii) 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. The Debtors are continuing
to discuss the Plan for the stand-alone reorganization of the Debtors with
the Steering Committee for the Debtors' secured creditors and with the
Official Committee of Unsecured Creditors, and the Debtors and such
Committees also are considering certain possible business combinations
involving the Debtors under a plan of reorganization. Accordingly, the
Debtors and such Committees agreed to adjourn a hearing concerning the
adequacy of information contained in the Disclosure Statement that had been
scheduled for April 14, 1998. There can be no assurance that the parties
will reach agreement on a plan of reorganization or that any business
combination will be effected.
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. March 1998 Service, Rents & Maintenance Revenue and General &
Administrative Expense include the favorable impact of quarter end
adjustments to the allowance for doubtful accounts. The adjustments
reflect the improvement in the Company's billing and collection processes.
Billing reserves recorded against revenue included in Service, Rents &
Maintenance Revenue, were $(0.8), $1.7 and $1.8 million, respectively, in
March, February and January. Bad debt expense included in General &
Administrative Expense was $(0.8), $1.6 and $1.5 million, respectively, in
March, February and January.
5. Certain balance sheet reclassifications have been made to reflect year end
audit adjustments.
6. The Company is one of the largest paging companies in the U.S., with
approximately 3.3 million units in service at March 31, 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):
7. As previously announced in its September 27, 1996 and October 21, 1996
releases, the Company discovered misrepresentations and other violations
which occurred during the licensing process for as many as 400 to 500, or
approximately 6% to 7%, of its approximately 8,000 local transmission
one-way paging stations. The Company caused an investigation to be
conducted by its outside counsel, and a comprehensive report regarding
these matters was provided to the 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
Page 9 of 18
<PAGE>
FOOTNOTES TO THE FINANCIAL STATEMENTS (CONTINUED):
or eliminated 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 (see footnote 2).
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 MARCH 31, 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 could also be additional 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) Certain reclassifications have been made to reflect year end audit
adjustments.
MobileMedia Corporation and Subsidiaries
Consolidated Statements Of Cash Flows
For The Months Ended March 31, 1998, February 28, 1998 and January 31, 1998
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
March February January
1998 1998(1) 1998(1)
-------- -------- --------
<S> <C> <C> <C>
OPERATING ACTIVITIES
NET LOSS ($9,878) ($13,446) ($14,650)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Depreciation And Amortization 16,142 16,015 16,773
Provision For Uncollectible Accounts And Returns (1,619) 3,300 3,300
Undistributed Earnings Of Affiliate 0 0 23
Deferred Financings Fees, Net 304 304 304
Change In Operating Assets and Liabilities:
Accounts Receivable 4,688 (946) (929)
Inventory 149 103 155
Prepaid Expenses And Other Assets 662 (145) (2,219)
Accounts Payable, Accrued Expenses and Other 1,569 (235) (181)
-------- -------- --------
Net Cash Provided By (Used In) Operating Activities 12,017 4,950 2,576
INVESTING ACTIVITIES
Construction And Capital Expenditures,
Including Net Change In Pager Assets (1,110) (2,085) (1,659)
-------- -------- --------
Net Cash Used In Investing Activities (1,110) (2,085) (1,659)
FINANCING ACTIVITIES
Borrowings (Repayments) of DIP Credit Facility 0 (3,000) (7,000)
-------- -------- --------
Net Cash Provided By (Used In) Financing Activities 0 (3,000) (7,000)
Net Increase (Decrease) In Cash And Cash Equivalents 10,907 (135) (6,083)
Cash And Cash Equivalents At Beginning Of Period 4,701 4,837 10,920
-------- -------- --------
Cash And Cash Equivalents At End Of Period $ 15,608 $ 4,701 $ 4,837
-------- -------- --------
-------- -------- --------
</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 MARCH 31, 1998
DEBTOR NAME: MOBILEMEDIA CORPORATION ET AL.
CASE NUMBER: 97-174 (PJW)
- --------------------------------------------------------------------------------
- -------------------------
ACCOUNTS RECEIVABLE AGING
- -----------------------------------------------------------------
$ 22,946,676 0 - 30 days old
------------------ ----------------------------------------
16,407,866 31 - 60 days old
------------------ ----------------------------------------
8,531,768 61 - 90 days old
------------------ ----------------------------------------
18,874,586 91+ days old
------------------ ----------------------------------------
66,760,896 TOTAL TRADE ACCOUNTS RECEIVABLE
------------------ ----------------------------------------
(23,139,667) ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
------------------ ----------------------------------------
43,621,229 TRADE ACCOUNTS RECEIVABLE (NET)
------------------ ----------------------------------------
570,325 OTHER NON-TRADE RECEIVABLES
------------------ ----------------------------------------
$ 44,191,554 ACCOUNTS RECEIVABLE, NET
------------------ ----------------------------------------
- --------------------------------------
AGING OF POSTPETITION ACCOUNTS PAYABLE
- --------------------------------------------------------------------------
0-30 31-60 61-90 91+
Days Days Days Days Total
- ------------------ ------------- -------- -------- ------ -----------
ACCOUNTS PAYABLE $ 2,101,904 254,099 0 0 $ 2,356,003
- ------------------ ------------- -------- -------- ------ -----------
Page 13 of 18
<PAGE>
OFFICE OF THE U.S. TRUSTEE - REGION 3
STATEMENT OF OPERATIONS, TAXES,
INSURANCE AND PERSONNEL
FOR THE MONTH ENDED MARCH 31, 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 $ 10,344 $1,108,447 $1,109,444 $ 9,347 $ 0
- ----------------------- ---------- ---------- ---------- ---------- ----------
FICA-EMPLOYEE 0 20,688 0 20,688 0
- ----------------------- ---------- ---------- ---------- ---------- ----------
FICA-EMPLOYER 158,788 1,495,460 1,432,301 221,947 0
- ----------------------- ---------- ---------- ---------- ---------- ----------
UNEMPLOYMENT 11,606 53,028 53,034 11,600 0
- ----------------------- ---------- ---------- ---------- ---------- ----------
INCOME 0 0 0 0 0
- ----------------------- ---------- ---------- ---------- ---------- ----------
TOTAL FEDERAL TAXES 180,738 2,677,623 2,594,779 263,582 0
- ----------------------- ---------- ---------- ---------- ---------- ----------
STATE AND LOCAL
- ----------------------- ---------- ---------- ---------- ---------- ----------
WITHHOLDING 7,927 191,938 181,825 18,040 0
- ----------------------- ---------- ---------- ---------- ---------- ----------
SALES 686,692 1,175,511 1,157,181 705,022 0
- ----------------------- ---------- ---------- ---------- ---------- ----------
UNEMPLOYMENT 46,590 213,807 202,647 57,750 0
- ----------------------- ---------- ---------- ---------- ---------- ----------
REAL PROPERTY 4,779,002 383,695 0 5,162,697 0
- ----------------------- ---------- ---------- ---------- ---------- ----------
OTHER 847,052 110,486 1,158,549 (201,011) 0
- ----------------------- ---------- ---------- ---------- ---------- ----------
TOTAL STATE AND LOCAL 6,367,263 2,075,437 2,700,202 5,742,498 0
- ----------------------- ---------- ---------- ---------- ---------- ----------
TOTAL TAXES $6,548,001 $4,753,060 $5,294,981 $6,006,080 $ 0
- ----------------------- ---------- ---------- ---------- ---------- ----------
</TABLE>
Page 14 of 18
<PAGE>
PAYMENTS TO INSIDERS AND PROFESSIONALS
FOR THE MONTH ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
INSIDERS
- -----------------------------------------------------------------------------------------------------
Payee Name Position Salary/Bonus/ Reimbursable
Auto Allowance Expenses Total
- ------------------------ -------------------------------- --------------- ------------- ----------
<S> <C> <C> <C> <C>
Alvarez & Marsal Inc. - Chairman - Restructuring $ 57,153 $ - $ 57,153
Joseph A. Bondi
- ------------------------ -------------------------------- --------------- ------------- ----------
Boykin, Roberta Assistant Corporate Counsel 8,800 - 8,800
- ------------------------ -------------------------------- --------------- ------------- ----------
Burdette, H. Stephen Senior VP Corporate Development
and Senior VP Operations 15,000 2,052 17,052
- ------------------------ -------------------------------- --------------- ------------- ----------
Cross, Andrew Executive VP Sales
and Marketing 17,500 8,370 25,870
- ------------------------ -------------------------------- --------------- ------------- ----------
Grawert, Ron Chief Executive Officer 30,769 8,037 38,806
- ------------------------ -------------------------------- --------------- ------------- ----------
Gray, Patricia Secretary/Acting General Counsel 13,085 609 13,694
- ------------------------ -------------------------------- --------------- ------------- ----------
Gross, Steven Senior VP Strategic Planning 14,865 1,418 16,283
- ------------------------ -------------------------------- --------------- ------------- ----------
Hilson, Debra Assistant Secretary 4,662 2,747 7,409
- ------------------------ -------------------------------- --------------- ------------- ----------
Hughes, Curtis Assistant VP Mgmt.
Information Systems 9,856 1,897 11,753
- ------------------------ -------------------------------- --------------- ------------- ----------
Pascucci, James Treasurer 8,469 1,049 9,518
- ------------------------ -------------------------------- --------------- ------------- ----------
Panzella, Vito VP / Controller 8,846 - 8,846
- ------------------------ -------------------------------- --------------- ------------- ----------
Witsaman, Mark Senior VP and Chief
Technology Officer 15,269 2,971 18,240
- ----------------------------------------------------------------------------------------- ----------
TOTAL PAYMENTS TO INSIDERS $ 233,424
- ----------------------------------------------------------------------------------------- ----------
</TABLE>
Page 15 of 18
<PAGE>
PAYMENTS TO INSIDERS AND PROFESSIONALS (Continued)
FOR THE MONTH ENDED MARCH 31, 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 $ 868,502 $ 163,541 $ 968,147
Financial Consultants to Debtor
- ------------------------------------------------------- ----------- ------------- ------------- ----------
2. Latham & Watkins - Counsel to Debtor 1/30/97 10,383 53,371 30,319
- ------------------------------------------------------- ----------- ------------- ------------- ----------
3. Alvarez & Marsal Inc.- Restructuring 1/30/97 217,114 169,967 583,966
Consultant to Debtor (2)
- ------------------------------------------------------- ----------- ------------- ------------- ----------
4. Sidley & Austin - Bankruptcy Counsel 1/30/97 672,929 289,672 831,085
to Debtor
- ------------------------------------------------------- ----------- ------------- ------------- ----------
5. Young, Conway, Stargate & Taylor - 1/30/97 - - 13,992
Delaware Counsel to Debtor
- ------------------------------------------------------- ----------- ------------- ------------- ----------
6. Wiley, Rein & Fielding - FCC Counsel 1/30/97 48,577 40,807 120,739
to Debtor
- ------------------------------------------------------- ----------- ------------- ------------- ----------
7. Koteen & Naftalin - FCC Counsel 6/11/97 - - 3,945
to Debtor
- ------------------------------------------------------- ----------- ------------- ------------- ----------
8. Houlihan, Lokey, Howard & Zukin - 6/04/97 - 131,771 30,000
Advisors to the Creditors' Committee
- ------------------------------------------------------- ----------- ------------- ------------- ----------
9. Jones, Day, Reavis & Pogue - 4/03/97 25,799 13,136 37,750
Counsel to the Creditors' Committee
- ------------------------------------------------------- ----------- ------------- ------------- ----------
10. Morris, Nichols, Arsht & Tunnell - 4/03/97 3,830 1,490 4,127
Delaware Counsel to the Creditors' Committee
- ------------------------------------------------------- ----------- ------------- ------------- ----------
11. Paul, Weiss, Rifkind, Wharton &
Garrison - FCC Counsel to the Creditors' 4/25/97 1,933 1,649 3,270
Committee
- ------------------------------------------------------- ----------- ------------- ------------- ----------
12. The Blackstone Group LP - 7/10/97 - 400,000 100,000
Financial Advisors to Debtor
- ------------------------------------------------------- ----------- ------------- ------------- ----------
13. Gerry, Friend & Sapronov, LLP. - 10/27/97 109,084 100,981 157,299
Counsel to Debtor
- ------------------------------------------------------- ----------- ------------- ------------- ----------
TOTAL $1,958,151 $1,366,385 $2,884,639
- -------------------------------------------------------------------- ------------- ------------- ----------
</TABLE>
(1) Excludes invoices for fees and expenses through March 31, 1998 that were
received by the Debtors subsequent to March 31, 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 MARCH 31, 1998
- --------------------------------------------------------------------------------
SCHEDULED AMOUNTS
MONTHLY PAID TOTAL
PAYMENTS DURING UNPAID
NAME OF CREDITOR DUE MONTH POSTPETITION
- --------------------------------------- ------------- ----------- ------------
The Chase Manhattan Bank - (Interest) $ 4,608,825 $4,608,825* $ 0
- --------------------------------------- ------------- ----------- ------------
* Payment made on 4/1/98.
- ----------------------------------
QUESTIONNAIRE
FOR THE MONTH ENDED MARCH 31, 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? 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
- ------------------------------------------------------------------ ----- -----
If the answer to any of the above questions is "YES", provide a detailed
explanation of each item.
Item 4 & 11. The Court has authorized the Debtors to pay certain pre-petition
creditors. These permitted pre-petition payments include (i)
employee salary and wages; (ii) certain employee benefits and
travel expenses; (iii) certain amounts owing to essential
vendors; (iv) trust fund type sales and use taxes; (v) trust fund
payroll taxes; (vi) customer refunds; and (vii) customer rewards.
Item 5. During the month of February 1997, the Debtors drew down $45
million of borrowings under the DIP facility with The Chase
Manhattan Bank, as agent for the lenders thereunder. During the
months of March and April 1997, the Debtors repaid $25 million
and $5 million, respectively, of borrowings under the DIP
facility. The Debtors drew down an additional $2 million under
the DIP facility during the month of August and repaid $5
million, $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 March 31, 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 MARCH 31, 1998
- --------------------------------------------------------------------------------
THERE WERE NO CHANGES IN INSURANCE COVERAGE FOR THE REPORTING PERIOD.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PERSONNEL
FOR THE MONTH ENDED MARCH 31, 1998
- --------------------------------------------------------------------------------
Full Time Part Time
1. Total number of employees at beginning of period 3,371 39
- ---------------------------------------------------------- --------- ---------
2. Number of employees hired during the period 13 2
- ---------------------------------------------------------- --------- ---------
3. Number of employees terminated or resigned
during the period 55 7
- ---------------------------------------------------------- --------- ---------
4. Total number of employees on payroll at end of period 3,329 34
- ---------------------------------------------------------- --------- ---------
Page 18 of 18
