10-K405/A 1 10-K405/A --------------------------------------------------------------------------- --------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A NO. 1 --------------------------- (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from .............to.............. Commission File 0-16029 PRONET INC. (Exact name of registrant as specified in its charter) DELAWARE 75-1832168 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 600 Data Drive, Suite 100 Plano, Texas 75075 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 214-964-9500 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $.01 PAR VALUE (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --------- ------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /X/ The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 1, 1995 was approximately $98,926,471. As of March 1, 1995, there were 6,110,237 outstanding shares of the registrant's Common Stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement to be furnished to stockholders in connection with its 1995 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. Portions of the registrant's Registration Statement on Form S-1 (File No. 33-14956) filed with the Commission on June 10, 1987, July 10, 1987, July 15, 1987 and July 29, 1987 are incorporated by reference into Part IV of this Form 10-K. Portions of the registrant's Current Reports on Form 8-K dated September 8, 1987, July 21, 1988, March 1, 1994 and August 5, 1994 are incorporated by reference into Part IV of this Form 10-K. Portions of the registrant's Annual Report on Form 10-K for each of the years ended December 31, 1989, 1990 and 1991 are incorporated by reference into Part IV of this Form 10-K. Portions of the registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994, are incorporated by reference into Part IV of this Form 10-K. Portions of the registrant's Registration Statement on Form S-2 (File No. 33-85696) filed with the Commission on October 28, 1994 and December 14, 1994 are incorporated by reference into Part IV of this Form 10-K. Portions of the registrant's Proxy Statement filed with the Commission on April 26, 1994 are incorporated by reference into Part IV of this Form 10-K. --------------------------------------------------------------------------- --------------------------------------------------------------------------- The following Item 6 from the ProNet Inc. 1994 Form 10-K filed with the Securities and Exchange Commission on March 13, 1995, is hereby amended and restated in its entirety as follows: ITEM 6. SELECTED FINANCIAL DATA Set forth below are selected financial data for the Company for each of the last five years.
YEAR ENDED DECEMBER 31, ---------------------------------------------------- 1994 1993 1992 1991 1990 -------- -------- -------- -------- -------- (DOLLARS IN THOUSANDS, EXCEPT UNIT AND PER SHARE AMOUNTS) AT END OF PERIOD: Pagers in service..................... 353,830 130,000 114,356 103,157 88,759 TracPacs in service................... 27,595 25,841 19,210 13,846 11,544 OPERATING DATA Net revenues (1)...................... $ 33,074 $ 20,318 $ 17,615 $ 15,591 $ 13,694 Operating income...................... 3,189 2,732 1,834 1,223 556 Income before extraordinary item (2).. 693 1,574 1,754 794 215 Net income............................ 693 1,574 1,754 1,312 395 Net income per share: Before extraordinary item (2)...... .16 .40 .43 .20 .05 Net income......................... .16 .40 .43 .33 .10 BALANCE SHEET DATA Total assets.......................... $ 73,273 $ 30,296 $ 28,128 $ 26,599 $ 24,462 Long-term debt, including current maturities................. 10,450 3,400 3,629 4,984 4,717 Total liabilities..................... 23,038 9,937 8,325 8,397 7,827 Total shareholders' equity............ 50,235 20,359 19,803 18,202 16,635 OTHER DATA EBITDA (3)............................ $ 11,763 $ 7,388 $ 5,924 $ 5,297 $ 4,090 EBITDA margin (4)..................... 36% 36% 34% 31% 27% ARPU - Paging (5)..................... $ 8.31 $ 10.23 $ 10.48 $ 10.64 $ 11.51 ARPU - TracPac (6).................... 16.52 15.90 14.75 15.00 14.25 Operating cost per paging subscriber (7)..................... 2.19 2.99 3.20 2.98 3.46 Capital expenditures.................. 5,777 5,497 5,523 4,193 4,708 Ratio of total debt to EBITDA (8)..... .89x -- -- -- -- Pagers in service per employee (9).... 1,325 1,000 880 570 490 ----------------- (1) Net revenues are total revenues less cost of products sold. (2) Utilization of net operating loss carryforwards. (3) EBITDA is earnings before other income (expense), income taxes, depreciation and amortization. Other income (expense) consists primarily of interest expense. EBITDA does not represent cash flows as defined by generally accepted accounting principles and does not necessarily indicate that cash flows are sufficient to fund all of the Company's cash needs. EBITDA should not be considered in isolation or as a substitute for net income, cash from operating activities or other measures of liquidity determined in accordance with generally accepted accounting principles. (4) Calculated by dividing EBITDA by net revenues for the period presented. (5) ARPU-Paging (average revenue per paging unit) is calculated by dividing paging systems' recurring revenues for the last month in the period by the number of pagers in service at the beginning of such month. (6) ARPU-TracPac (average revenue per TracPac unit) is calculated by dividing security systems' recurring revenues for the last month in the period by the number of TracPacs in service at the beginning of such month. (7) Calculated by dividing cost of pager lease and access fees for the last month in the period by the number of pagers in service at the beginning of such month. (8) Calculated by dividing total debt at the end of the period by EBITDA for the 12 months ended on the last day of the period. Total debt includes debt associated with the paging systems' business and deferred payments. Prior to March 1994, no debt was associated with the paging systems' business. (9) Calculated by dividing pagers in service by number of employees at the end of the period presented. This calculation excludes employees directly related to the security systems business.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. PRONET INC. (Registrant) Date: March 23, 1995 /s/ Jan E. Gaulding ----------------------------------- Jan E. Gaulding Senior Vice President and Chief Financial Officer