-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QgEJZv6nPnx2qlFh4upW2oxwPQ2m9EGwpwBs+V1TJBcF4jld1ZKtRUarvBdP/4cl PcBCcdA6Z2zz5sOAitW3hw== 0000950133-96-002331.txt : 19961101 0000950133-96-002331.hdr.sgml : 19961101 ACCESSION NUMBER: 0000950133-96-002331 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961030 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961031 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROCALL INC CENTRAL INDEX KEY: 0000906525 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 541215634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21924 FILM NUMBER: 96651162 BUSINESS ADDRESS: STREET 1: 6910 RICHMOND HWY CITY: ALEXANDRIA STATE: VA ZIP: 22306 BUSINESS PHONE: 7036606677 MAIL ADDRESS: STREET 1: 6910 RICHMOND HWY CITY: ALEXANDRIA STATE: VA ZIP: 22306 8-K 1 METROCALL, INC. FORM 8-K (10/30/96). 1 ================================================================================ 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) October 30, 1996 Commission File Number 0-21924 METROCALL, INC. (Exact name of registrant) Delaware 54-1215634 (State of organization) (I.R.S. Employer Identification Number) 6677 Richmond Highway, Alexandria, Virginia 22306-6677 (Address of principal executive offices and zip code) (703) 660-6677 (Registrant's telephone Number) ================================================================================ Page 1 of 5 2 ITEM 5. OTHER EVENTS Metrocall, Inc., incorporates herein by reference the information contained in the press release filed as Exhibit 99 to this Current Report. ITEM 7. EXHIBITS
SEQUENTIALLY EXHIBIT NO. Numbered Page ----------- ------------- 99 Press Release by Metrocall, Inc., dated October 30, 1996 . . . . . . . . . . . . . . . . . . 5
Page 2 of 5 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. METROCALL, INC. BY: /s/ VINCENT D. KELLY ------------------------------- Vincent D. Kelly Chief Financial Officer Dated: October 30, 1996 Page 3 of 5 EX-99 2 PRESS RELEASE. 1 EXHIBIT 99 [METROCALL LETTERHEAD] October 30, 1996 FOR IMMEDIATE RELEASE Contact: Vince Kelly, Chief Financial Officer (703) 660-6677, ext. 6650, or Paul Liberty, VP, Investor Relations (703) 660-6677, ext. 6260 URL:http//www.metrocall.com METROCALL REPORTS RECORD REVENUE AND OPERATING CASH FLOW Alexandria, Virginia, October, 1996 - Metrocall, Inc., (NASDAQ: MCLL) today reported net revenues of $31.6 million for the quarter ended September 30, 1996, an increase of approximately 21% over the quarter ended June 30, 1996 and an increase of approximately 31% over the quarter ended September 30, 1995. Operating cash flow (EBITDA) for the quarter ended September 30, 1996 was approximately $8.2 million, up from $5.5 million for the quarter ended June 30, 1996, an increase of approximately 49%. Operating results reflect the results of operations of Parkway Paging, Inc. since July 17, 1996 and Satellite Paging and Message Network since September 1, 1996. The Company reported quarterly net subscriber additions of 298,286, including approximately 240,000 subscribers acquired in the Parkway, Satellite and Message Network transactions, increasing total subscribers to 1,405,933 at September 30, 1996 for a 26.7% increase over 1,109,647 at June 30, 1996 and for a 60% increase over 881,270 at September 30, 1995. "Metrocall's strong third quarter is the direct result of a significant and fundamental change in the way the Company has executed its business plan", said William L. Collins III, President and Chief Executive Officer of Metrocall. "The Company has focused on monthly recurring revenue per unit and targeted distribution mix to yield strong net revenue and operating cash flow growth this quarter." During the third quarter, Metrocall completed a new $350 million senior secured credit facility underwritten by The Toronto-Dominion Bank and The First National Bank of Boston. Further, Metrocall has made substantial progress toward completing and receiving commitments on a private equity placement of between $25-$35 million. This placement is scheduled to close at the time of the A+ Network merger. Other key highlights include: completion of the Parkway Paging and Satellite Paging and Message Network acquisitions; strategic alliance agreements signed with Bell Atlantic, Westinghouse Communications and CONXUS Communications (formerly known as PCS Development Corporation); substantial completion of the nationwide network buildout program; and an 8.4% increase in subscribers per employee to 1,320 at September 30, 1996 from 1,218 at June 30, 1996. "The senior management of Metrocall has executed on its stated strategy, producing operating and distribution plans that strengthen the foundation of the Company's core business, which will continue to generate net revenue and cash flow growth in the coming quarters. The third quarter marked the first real opportunity for these plans to be fully implemented and the results are clearly visible," said Collins. Page 1 of 3 2 Special shareholders meetings for both A+ Network and Metrocall will be held on November 6, 1996 to vote on the merger agreement with A+ Network. Metrocall has commenced a tender offer for A+ Network's 11 7/8% Senior Subordinated Notes due 2005 (the "A+ Notes"). The Company has solicited holders' consents to amend the indenture governing the A+ Notes to eliminate restrictive covenants and certain events of default. The Company also is announcing the extension of the expiration date of its solicitation of consents to amend the indenture governing the A+ Notes from 12:00 midnight, October 30, 1996 to 12:00 midnight, November 1, 1996. The expiration date for Metrocall's related tender offer for the A+ Notes will remain November 6, 1996. Each expiration date is subject to subsequent extension by Metrocall. Metrocall, Inc., headquartered in Alexandria, Virginia (Metropolitan Washington, DC), offers paging and wireless messaging in all 50 states and over 1000 cities through its Nationwide Wireless Network. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 The statements contained in this release which are not historical facts, such as those concerning future financial performance and growth, are forward-looking statements that are subject to risks and uncertainties, including those set forth in the Company's Joint Proxy Statement/Prospectus distributed in connection with the A+ Network merger and filed with the Securities and Exchange Commission, and could differ materially from those set forth in the forward-looking statements. ### Page 2 of 3 3 METROCALL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share and Unit Information) (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- --------------------------- 1996 1995 1996 1995 -------------- ----------- -------------- ----------- REVENUES: Service, rent and maintenance revenues $ 30,624 $ 23,363 $ 79,453 $ 68,867 Product sales 5,998 4,615 19,155 12,547 -------------- ------------ -------------- ----------- Total revenues 36,622 27,978 98,608 81,414 Net book value of products sold (4,986) (3,842) (15,546) (10,593) -------------- ------------ -------------- ----------- 31,636 24,136 83,062 70,821 -------------- ------------ -------------- ----------- OPERATING EXPENSES: Service, rent and maintenance expenses 9,799 6,650 26,297 19,292 Selling and marketing 6,006 3,523 15,998 11,350 General and administrative 7,661 6,335 20,363 18,461 Depreciation and amortization 15,288 8,349 40,385 21,062 -------------- ------------ -------------- ----------- 38,754 24,857 103,043 70,165 -------------- ------------ -------------- ----------- (Loss) income from operations (7,118) (721) (19,981) 656 OTHER (EXPENSE) INCOME (2,172) 24 338 16 INTEREST EXPENSE (5,196) (2,832) (13,596) (8,240) -------------- ------------ -------------- ----------- LOSS BEFORE INCOME TAXES (14,486) (3,529) (33,239) (7,568) INCOME TAX BENEFIT 171 157 279 469 -------------- ------------ -------------- ----------- Net loss $ (14,315) $ (3,372) $ (32,960) $ (7,099) ============== ============ ============== =========== NET LOSS PER COMMON SHARE $ (0.94) $ (0.31) $ (2.23) $ (0.67) ============== ============ ============== =========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 15,162 10,794 14,806 10,669 ============== ============ ============== =========== OTHER DATA: Net Revenues(1) $ 31,636 $ 24,136 $ 83,062 $ 70,821 EBITDA (2) $ 8,170 $ 7,628 $ 20,404 $ 21,718 EBITDA margin on net revenues (3) 25.8% 31.6% 24.6% 30.7% Pagers In Service (end of period) 1,405,933 881,270 1,405,933 881,270
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