================================================================================
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): June 1, 1998
MOBILEMEDIA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-68840 22-3379712
(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 June 1, 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 April 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: June 1, 1998 MOBILEMEDIA COMMUNICATIONS, INC.
By: /s/ David R. Gibson
----------------------------
David R. Gibson
Senior Vice President and
Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
- ----------- ----
99.1 Monthly Operating Report
4
OFFICE OF THE U.S. TRUSTEE - REGION 3
MONTHLY OPERATING REPORT
For the month ended April 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) ( )
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:
<TABLE>
<S> <C>
Senior Vice President/Chief Financial Officer
- ------------------------------------ ---------------------------------------------
SIGNATURE OF RESPONSIBLE PARTY TITLE
David R. Gibson May 29, 1998
- ------------------------------------ ---------------------------------------------
PRINTED NAME OF RESPONSIBLE PARTY DATE
</TABLE>
Page 1 of 18
<PAGE>
OFFICE OF THE U.S. TRUSTEE - REGION 3
ATTACHMENT
For the month ended April 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 50 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 April 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 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 Service, Rents & Maintenance Revenue, were $1.0, $(0.8) and $1.7
million, respectively, in April, March and February. Bad debt expense included
in General & Administrative expense was $1.1, $(0.8) and $1.6 million,
respectively, in April, March and February.
MobileMedia Corporation and Subsidiaries
Consolidated Statements of
Operations For the Months Ended April 30, 1998,
March 31, 1998 and February 28, 1998
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
April March February
1998 1998 1998
-------- ------- --------
<S> <C> <C> <C>
Paging Revenues
Service, Rents & Maintenance $36,251 $37,103(1) $35,198
Equipment Sales
Product Sales 2,823 2,251 2,137
Cost of Products Sold 2,186 1,806 1,671
-------- ------- --------
Equipment Margin 637 445 466
Net Revenue 36,889 37,548 35,664
Operating Expense
Service, Rents & Maintenance 9,660 9,475 9,615
Selling 5,591 5,483 5,113
General & Administrative 12,292 9,979(1) 12,305
-------- ------- --------
Operating Expense Before Depr. & Amort. 27,543 24,937 27,033
EBITDA Before Reorganization Costs 9,346 12,612 8,631
Reorganization Costs 1,493 1,518 1,444
-------- ------- --------
EBITDA after Reorganization Costs 7,853 11,093 7,187
Depreciation 7,329 7,897 7,770
Amortization 8,244 8,245 8,245
-------- ------- --------
Total Depreciation and Amortization 15,573 16,142 16,015
Operating Loss (7,720) (5,049) (8,828)
Interest Expense 4,751 4,913 4,576
Other (Income)Expense (49) 0 0
Taxes 0 (83) 42
-------- ------- --------
Net Loss ($12,422) ($9,878) ($13,445)
======== ======= ========
</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 April 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 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 April 30, 1998, March 30, 1998 and February 28, 1998
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
April March February
1998 1998 1998 (1)
---------- ---------- ----------
<S> <C> <C> <C>
Assets:
Current Assets:
Cash $ 12,435 $ 15,608 $ 4,701
Accounts Receivable, Net 41,019 44,192 47,261
Inventory 540 461 609
Prepaid Expenses 6,155 4,381 5,072
Other Current Assets 5,210 5,198 5,182
---------- ---------- ----------
Total Current Assets 65,359 69,839 62,825
Noncurrent Assets:
Property and Equipment, Net 233,665 238,597 245,385
Deferred Financing Fees, Net 21,724 22,028 22,332
Investment In Net Assets Of Equity Affiliate 1,766 1,766 1,766
Intangible Assets, Net 974,054 982,199 990,411
Other Assets 430 475 495
---------- ---------- ----------
Total Noncurrent Assets 1,231,640 1,245,065 1,260,388
Total Assets $1,296,999 $1,314,904 $1,323,213
========== ========== ==========
Liabilities and Stockholders' Equity:
Liabilities Not Subject to Compromise:
DIP Credit Facility $ 0 $ 0 $ 0
Accrued Reorganization Costs 4,836 5,039 5,486
Accrued Wages, Benefits and Payroll Taxes 9,984 14,974 13,302
Accounts Payable - Post Petition 2,436 2,356 1,921
Accrued Interest (Chase & DIP Facilities ) 4,477 4,630 4,280
Accrued Expenses and Other Current Liabilities 34,534 34,555 35,154
Advance Billings and Customer Deposits 34,404 34,600 34,467
---------- ---------- ----------
Total Liabilities Not Subject To Compromise 90,671 96,154 94,609
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 19,701 19,694 19,694
Accrued Expenses and Other Current Liabilities 21,518 21,518 21,519
Pre-Petition
Other Liabilities 4,762 4,769 4,745
---------- ---------- ----------
Total Liabilities Subject To Compromise 1,145,178 1,145,178 1,145,155
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 (239,198) (226,776) (216,899)
---------- ---------- ----------
Total Stockholders' Equity (4,824) 7,598 17,474
Less:
Treasury Stock (6,123) (6,123) (6,123)
---------- ---------- ----------
Total Stockholders' Equity (10,947) 1,475 11,351
Total Liabilities and Stockholders' Equity $1,296,999 $1,314,904 $1,323,213
========== ========== ==========
</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, the Steering Committee for
the Debtors' secured creditors and the Official Committee of Unsecured
Creditors agreed to adjourn a hearing concerning the adequacy of information
contained in the Disclosure Statement that had been scheduled for April 14,
1998. The Debtors and such Committees are considering certain possible
business combinations and standalone scenarios involving the Debtors under a
plan of reorganization. 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 $1.0,
$(0.8) and $1.7 million, respectively, in April, March and February. Bad debt
expense included in General & Administrative Expense was $1.1, $(0.8) and
$1.6 million, respectively, in April, March and February.
5. Certain balance sheet reclassifications were made in February 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 April 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):
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 or eliminated
Page 9 of 18
<PAGE>
Footnotes to the Financial Statements (continued):
or a sale of the Company will result in a change of control. The Company 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 April 30, 1998
Debtor Name: MobileMedia Corporation et al.
Case Number: 97-174 (PJW)
The Debtors have 50 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 April 30, 1998, March 31, 1998 and February 28, 1998
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
April March February
1998 1998 1998 (1)
--------- ------- --------
<S> <C> <C> <C>
Operating Activities
Net Loss $(12,422) $(9,878) $(13,446)
Adjustments To Reconcile Net Loss To Net Cash
Provided By (Used In) Operating Activities:
Depreciation And Amortization 15,573 16,142 16,015
Provision For Uncollectible Accounts And Returns 2,128 (1,619) 3,300
Undistributed Earnings Of Affiliate 0 0 0
Deferred Financings Fees, Net 304 304 304
Change In Operating Assets and Liabilities:
Accounts Receivable 1,045 4,688 (946)
Inventory (79) 149 103
Prepaid Expenses And Other Assets (1,842) 662 (145)
Accounts Payable, Accrued Expenses and Other (5,483) 1,569 (235)
-------- -------- --------
Net Cash Provided By (Used In) Operating Activities (776) 12,017 4,950
Investing Activities
Construction And Capital Expenditures,
Including Net Change In Pager Assets (2,397) (1,110) (2,085)
------- -------- ---------
Net Cash Used In Investing Activities (2,397) (1,110) (2,085)
Financing Activities
Borrowings (Repayments) of DIP Credit Facility 0 0 (3,000)
-------- -------- ---------
Net Cash Provided By (Used In) Financing Activities 0 0 (3,000)
Net Increase (Decrease) In Cash And Cash Equivalents (3,173) 10,907 (135)
Cash And Cash Equivalents At Beginning Of Period 15,608 4,701 4,837
------- ------- -------
Cash And Cash Equivalents At End Of Period $ 12,435 $15,608 $ 4,701
======== ======== ========
</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 April 30, 1998
Debtor Name: MobileMedia Corporation et al.
Case Number: 97-174 (PJW)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ACCOUNTS RECEIVABLE AGING
- --------------------------------------------------------------------------------
<S> <C>
$ 26,488,384 0 - 30 days old
----------------------------------------------------------------------
12,374,261 31 - 60 days old
----------------------------------------------------------------------
7,518,269 61 - 90 days old
----------------------------------------------------------------------
17,427,347 91+ days old
----------------------------------------------------------------------
63,808,261 TOTAL TRADE ACCOUNTS RECEIVABLE
----------------------------------------------------------------------
(23,336,482) ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
----------------------------------------------------------------------
40,471,779 TRADE ACCOUNTS RECEIVABLE (NET)
----------------------------------------------------------------------
547,039 OTHER NON-TRADE RECEIVABLES
----------------------------------------------------------------------
$ 41,018,818 ACCOUNTS RECEIVABLE, NET
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
AGING OF POSTPETITION ACCOUNTS PAYABLE
- --------------------------------------------------------------------------------
0-30 31-60 61-90 91+
Days Days Days Days Total
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ACCOUNTS PAYABLE $2,156,573 $279,473 0 0 $2,436,046
- --------------------------------------------------------------------------------
</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 April 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 $ 9,347 $2,682,074 $2,681,234 $ 10,187 $0
- --------------------------------------------------------------------------------
FICA-EMPLOYEE 20,688 (20,688) 0 0 0
- --------------------------------------------------------------------------------
FICA-EMPLOYER 221,947 2,347,024 2,097,744 471,227 0
- --------------------------------------------------------------------------------
UNEMPLOYMENT 11,600 27,792 28,672 10,720 0
- --------------------------------------------------------------------------------
INCOME 0 0 0 0 0
- --------------------------------------------------------------------------------
TOTAL FEDERAL TAXES 263,582 5,036,202 4,807,650 492,134 0
- --------------------------------------------------------------------------------
STATE AND LOCAL
- --------------------------------------------------------------------------------
WITHHOLDING 18,040 422,879 367,660 73,259 0
- --------------------------------------------------------------------------------
SALES 705,022 1,280,720 1,320,258 665,484 0
- --------------------------------------------------------------------------------
UNEMPLOYMENT 57,750 150,290 170,926 37,114 0
- --------------------------------------------------------------------------------
REAL PROPERTY 5,162,697 383,695 300 5,546,092 0
- --------------------------------------------------------------------------------
OTHER (201,011) 1,569,042 673,651 694,380 0
- --------------------------------------------------------------------------------
TOTAL STATE AND LOCAL 5,742,498 3,806,626 2,532,795 7,016,329 0
- --------------------------------------------------------------------------------
TOTAL TAXES $6,006,080 $8,842,828 $7,340,445 $7,508,463 $0
- --------------------------------------------------------------------------------
</TABLE>
Page 14 of 18
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PAYMENTS TO INSIDERS AND PROFESSIONALS
For the month ended April 30, 1998
- --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
INSIDERS
- ---------------------------------------------------------------------------------
Salary/Bonus/ Reimbursable
Payee Name Position Auto Allowance Expenses Total
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alvarez & Marsal Chairman -
Inc. - Joseph A. Restructuring
Bondi $ 56,196 $4,965 $ 61,161
Boykin, Roberta Assistant
Corporate Counsel 24,600(1) - 24,600
- ---------------------------------------------------------------------------------
Burdette, H. Senior VP Corporate
Stephen Development and
Senior VP
Operations 145,462(1) 4,833 150,295
- ---------------------------------------------------------------------------------
Cross, Andrew Executive VP Sales
and Marketing 171,712(1) 3,925 175,637
- ---------------------------------------------------------------------------------
Grawert, Ron Chief Executive
Officer 30,769 6,806 37,575
- ---------------------------------------------------------------------------------
Gray, Patricia Secretary/Acting
General Counsel 77,785(1) 687 78,471
- ---------------------------------------------------------------------------------
Gross, Steven Senior VP
Strategic Planning 155,390(1) 5,076 160,466
- ---------------------------------------------------------------------------------
Hilson, Debra Assistant Secretary 16,862(1) 3,723 20,585
- ---------------------------------------------------------------------------------
Hughes, Curtis Assistant VP Mgmt.
Information Systems 47,356(1) 768 48,124
- ---------------------------------------------------------------------------------
Pascucci, James Treasurer 38,369(1) 1,630 39,999
- ---------------------------------------------------------------------------------
Panzella, Vito VP / Controller 40,346(1) - 40,346
- ---------------------------------------------------------------------------------
Witsaman, Mark Senior VP and
Chief Technology
Officer 156,069(1) 2,516 158,585
- ---------------------------------------------------------------------------------
TOTAL PAYMENTS TO INSIDERS $995,844
- ---------------------------------------------------------------------------------
</TABLE>
(1)Payments made in April include 1997 management incentive plan payments,
which plan was approved by the Bankruptcy Court.
Page 15 of 18
<PAGE>
- --------------------------------------------------------------------------------
PAYMENTS TO INSIDERS AND PROFESSIONALS (Continued)
For the month ended April 30, 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 Financial Consultants
to Debtor 1/30/97 $ - $ 698,296 $ 269,851
- --------------------------------------------------------------------------------
2. Latham & Watkins - Counsel
to Debtor 1/30/97 45,974 - 76,293
- --------------------------------------------------------------------------------
3. Alvarez & Marsal Inc.-
Restructuring Consultant to
Debtor (2) 1/30/97 209,135 184,849 608,252
- --------------------------------------------------------------------------------
4. Sidley & Austin - Bankruptcy
Counsel to Debtor 1/30/97 234,062 544,095 521,051
- --------------------------------------------------------------------------------
5. Young, Conway, Stargate &
Taylor - Delaware Counsel
to Debtor 1/30/97 35,887 11,971 37,908
- --------------------------------------------------------------------------------
6. Wiley, Rein & Fielding - FCC
Counsel to Debtor 1/30/97 32,323 77,274 75,788
- --------------------------------------------------------------------------------
7. Koteen & Naftalin - FCC
Counsel to Debtor 6/11/97 - - 3,945
- --------------------------------------------------------------------------------
8. Houlihan, Lokey, Howard &
Zukin - Advisors to the
Creditors' Committee 6/04/97 161,771 131,771 60,000
- --------------------------------------------------------------------------------
9. Jones, Day, Reavis & Pogue
Counsel to the Creditors'
Committee 4/03/97 34,605 21,349 51,005
- --------------------------------------------------------------------------------
10. Morris, Nichols, Arsht &
Tunnell - Delaware Counsel
to the Creditors' Committee 4/03/97 3,648 3,216 4,559
- --------------------------------------------------------------------------------
11. Paul, Weiss, Rifkind, Wharton
& Garrison - FCC Counsel to
the Creditors' Committee 4/25/97 997 732 3,535
- --------------------------------------------------------------------------------
12. The Blackstone Group LP -
Financial Advisors to Debtor 7/10/97 - - 100,000
- --------------------------------------------------------------------------------
13. Gerry, Friend & Sapronov,
LLP. - Counsel to Debtor 10/27/97 53,185 88,804 111,493
- --------------------------------------------------------------------------------
TOTAL $811,588 $1,762,360 $1,923,679
- --------------------------------------------------------------------------------
</TABLE>
(1) Excludes invoices for fees and expenses through April 30, 1998 that were
received by the Debtors subsequent to April 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 April 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) $ 4,455,806 $ 4,455,806* $ 0
- --------------------------------------------------------------------------------
</TABLE>
* Payment made on 5/1/98.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
QUESTIONNAIRE
For the month ended April 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. During 1997, the Debtors drew down $47 million of borrowings and
repaid $37 million under the DIP facility with The Chase Manhattan
Bank, as agent for the lenders thereunder. During January and
February, 1998 the Debtors repaid an additional $10 million. As of
April 30, 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 April 30, 1998
- --------------------------------------------------------------------------------
There were no changes in insurance coverage for the reporting period.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PERSONNEL
For the month ended April 30, 1998
- --------------------------------------------------------------------------------
Full Time Part Time
- --------------------------------------------------------------------------------
<S> <C> <C>
1. Total number of employees at beginning of period 3,329 34
- --------------------------------------------------------------------------------
2. Number of employees hired during the period 10 72
- --------------------------------------------------------------------------------
3. Number of employees terminated or resigned during the
period 42 16
- --------------------------------------------------------------------------------
4. Total number of employees on payroll at end of period 3,297 90
- --------------------------------------------------------------------------------
</TABLE>
Page 18 of 18
