<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from _______ to _________.
Commission File Number: 0-18048
SA Holdings, Inc.
- ----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 75-2258519
- --------------------------------- ------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
1912 Avenue K, Suite 100, Plano, Texas 75074
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
214) 516-0662
- ----------------------------------------------------------------
(Issuer's telephone number)
N/A
- ------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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 [_]
There were 11,044,539 shares of the registrant's common stock
outstanding as of May 2, 1995.
Transitional Small Business Disclosure Format (Check One):
Yes [_] No [X]
-1-
<PAGE>
SA HOLDINGS, INC. AND SUBSIDIARIES
INDEX
Page
Part I. Financial Information
Item 1. - Financial Statements F-1
Consolidated Balance Sheets F-1-2
Consolidated Statements of Operations F-3
Consolidated Statements of Changes in
Shareholders' Equity F-4
Consolidated Statements of Cash Flows F-5
Notes to Consolidated Financial
Statements F-6-8
Item 2. - Management's Discussion and Analysis
of Financial Condition and Results
of Operations F-9-12
Part II. Other Information F-13
Item 1. - Legal Proceedings F-13
Item 2. - Changes in Securities F-13
Item 3. - Defaults Upon Senior Securities F-13
Item 4. - Submission of Matters to a Vote of
Security Holders F-13
Item 5. - Other Information F-13
Item 6. - Exhibits and Reports on Form 8-K F-13
-2-
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
<TABLE>
SA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<CAPTION>
(Unaudited)
March 31, December 31,
1995 1994
----------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 83,426 $ 331,431
Accounts and notes receivable
Trade, net of allowance for doubtful accounts
of $127,465 and $178,368, respectively 981,053 985,174
Other, net of allowance for doubtful
accounts of $46,122 and $48,825, respectively 156,215 142,301
Inventory 123,790 123,790
Prepaid expenses and other 409,718 341,290
----------- -----------
Total current assets 1,754,202 1,923,986
----------- -----------
NET ASSETS OF DISCONTINUED TITLE
PLANT SERVICES OPERATION 3,623,714 3,537,386
----------- -----------
PROPERTY AND EQUIPMENT 981,726 979,022
Less accumulated depreciation (202,313) (187,169)
----------- -----------
Net property and equipment 761,413 791,853
----------- -----------
EXCESS OF COST OVER NET ASSETS
ACQUIRED, net of accumulated amortization 4,873,849 4,943,494
----------- -----------
OTHER ASSETS
Employee note receivable 195,204 195,904
Other 376,891 384,211
----------- -----------
Total other assets 572,095 580,115
----------- -----------
TOTAL ASSETS $11,585,273 $11,776,834
=========== ===========
- Continued -
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
-F-1-
<PAGE>
<TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
(Unaudited)
March 31, December 31,
1995 1994
----------- ------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable - trade $ 127,973 $ 223,362
Accrued telecommunications expenses 655,971 755,669
Other accrued expenses 72,419 163,195
Notes payable 274,610 129,610
Current maturities of long-term debt 88,371 90,248
----------- -----------
Total current liabilities 1,219,344 1,362,084
----------- -----------
LONG-TERM OBLIGATIONS,
less current maturities 407,506 430,393
----------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, $.00001 par value, 12,500,000
shares authorized; no shares issued and outstanding - -
Common stock, $.0001 par value, 50,000,000 shares
authorized; 10,789,147 and 10,566,139 issued,
respectively 1,079 1,057
Additional paid-in capital 15,853,770 15,629,114
Retained deficit (5,646,426) (5,404,864)
Treasury stock (141,516 shares and
136,516 shares, respectively) at cost (250,000) (240,950)
----------- -----------
Total shareholders' equity 9,958,423 9,984,357
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $11,585,273 $11,776,834
=========== ===========
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
-F-2-
<PAGE>
<TABLE>
SA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
For the three months
ended March 31,
--------------------
1995 1994
---- ----
<S> <C> <C>
OPERATING REVENUES
Telecommunications services $ 2,309,227 $1,333,759
Other - 130,903
----------- ----------
Total operating revenues 2,309,227 1,464,662
----------- ----------
OPERATING EXPENSES
Cost of revenue 1,812,154 1,236,584
General and administrative 594,019 431,948
Depreciation and amortization 132,231 55,413
----------- ----------
Total operating expenses 2,538,404 1,723,945
----------- ----------
LOSS FROM CONTINUING OPERATIONS BEFORE
OTHER INCOME (EXPENSE) (229,177) (259,283)
----------- ----------
OTHER INCOME (EXPENSE)
Interest expense (14,929) (2,438)
Other 2,544 12,655
----------- ----------
Total other income (expense) (12,385) 10,217
----------- ----------
LOSS FROM CONTINUING OPERATIONS (241,562) (249,066)
----------- ----------
DISCONTINUED OPERATIONS
Loss from title plant services operations - (114,355)
----------- ----------
NET LOSS $ (241,562) $ (363,421)
=========== ==========
Loss per weighted average
common share outstanding
Continuing operations $ (0.02) $ (0.03)
Discontinued operations - (0.02)
----------- ----------
Net loss per share $ (0.02) $ (0.05)
=========== ==========
Weighted average number of common shares outstanding 10,500,271 7,931,654
=========== ==========
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
-F-3-
<PAGE>
<TABLE>
SA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
<CAPTION>
Additional
Common Stock paid-in Accumulated Treasury
Shares Amount capital deficit Stock Total
------ ------ ---------- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1993 7,372,661 $ 737 $ 8,572,764 $(2,957,878) $ (20,000) $5,595,623
Private placements of common
stock 22,317 2 40,466 - - 40,468
Issuance of common stock for:
Exercise of options 147,575 15 216,966 - - 216,981
Acquisition of LDN 1,302,086 130 3,749,870 - - 3,750,000
Net loss for the period - - - (363,421) - (363,421)
---------- ------ ----------- ----------- --------- ----------
Balances at March 31, 1994 8,844,639 $ 884 $12,580,066 $(3,321,299) $ (20,000) $9,239,651
========== ====== =========== =========== ========= ==========
Balances at December 31, 1994 10,566,139 $1,057 $15,629,114 $(5,404,864) $(240,950) $9,984,357
Private placements of common
stock 100,000 10 149,990 - - 150,000
Issuance of common stock for
exercise of options 123,008 12 74,666 - (9,050) 65,628
Net loss for the period - - - (241,562) - (241,562)
---------- ------ ----------- ----------- --------- ----------
Balances at March 31, 1995 10,789,147 $1,079 $15,853,770 $(5,646,426) $(250,000) $9,958,423
========== ====== =========== =========== ========= ==========
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
-F-4-
<PAGE>
<TABLE>
SA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
For the three months
ended March 31,
--------------------
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(241,562) $ (363,421)
Adjustments to reconcile net loss
to net cash used in operating activities
Loss from discontinued operations - 114,355
Depreciation and amortization 132,231 55,413
Provision for losses on accounts receivable 15,846 2,810
Cash used for discontinued SATC business (72,807) (23,693)
Other 15,868 18,548
(Increase) decrease in
Accounts and notes receivable (9,793) (27,747)
Prepaid expenses and other (68,428) 25,043
Other assets 8,020 (37,088)
Increase (decrease) in
Accounts payable and accrued expenses (285,863) (354,868)
--------- ----------
Net cash used in operating activities (506,488) (590,648)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (2,704) (6,689)
Cash used for discontinued SATC business (37,770) (136,962)
Other (11,908) (6,154)
--------- ----------
Net cash used in investing activities (52,382) (149,805)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term loans 145,000 -
Proceeds from private placement of common stock 150,000 40,468
Proceeds from exercise of options 40,629 216,981
Principal payments on long-term obligations (24,764) -
--------- ----------
Net cash provided by financing activities 310,865 257,449
--------- ----------
DECREASE IN CASH (248,005) (483,004)
Cash at beginning of period 331,431 1,198,392
--------- ----------
Cash at end of period $ 83,426 $ 715,388
========= ==========
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
-F-5-
<PAGE>
SA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The interim consolidated financial statements are prepared
pursuant to the requirements for reporting on Form 10-QSB.
The December 31, 1994 consolidated balance sheet data was
derived from audited consolidated financial statements but
does not include all disclosures required by generally
accepted accounting principles. The interim consolidated
financial statements and notes thereto should be read in
conjunction with the consolidated financial statements and
notes included in the Company's latest annual report on Form
10-KSB. In the opinion of management, the interim
consolidated financial statements reflect all adjustments of
a normal recurring nature necessary for a fair presentation of
the consolidated financial position and consolidated results
of operations for interim periods. The current period
consolidated results of operations are not necessarily
indicative of results which ultimately will be reported for
the full fiscal year ending December 31, 1995.
The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries
(unless otherwise indicated) listed below:
Long Distance Network, Inc. (LDN) - acquired effective
March 1, 1994
North American Telecommunications Corporation (NATC)
Baltic States and CIS Ventures, Inc. (BS/CIS)
CIS Intelligence Information Services, Inc. (CIS)
Western Siberia Telecommunications (USA), Inc. (WST)
47.5%
Intertex Trading Corporation (ITC) 50%
Strategic Abstract and Title Corporation (SATC)
(discontinued operation)
WST and ITC assets, liabilities and operations are
consolidated with those of the Company as a result of common
management.
All significant intercompany accounts and transactions have
been eliminated. Certain prior period amounts have been
reclassified for comparative purposes.
NOTE B - ACQUISITION OF LONG DISTANCE NETWORK, INC.
Effective March 1, 1994, the Company acquired all of the
outstanding common stock of LDN, a domestic interexchange
long distance carrier located in Dallas, Texas. The
acquisition has been accounted for as a purchase whereby the
excess purchase price over net assets acquired has been
recorded based upon the fair value of assets acquired and
liabilities assumed. The Company's consolidated statements of
operations include the results of operations of LDN since
March 1, 1994.
The following table presents summarized, unaudited
consolidated results of operations for the Company assuming
the March 1, 1994 acquisition of LDN was completed on January
1, 1994. These pro forma amounts represent the historical
operating results of LDN combined with those of the Company,
with appropriate adjustments which give effect for
amortization and shares of common stock issued. These pro
forma amounts are not necessarily indicative of consolidated
operating results which would have occurred had LDN been
included in the operations of the Company during the periods
presented, or which may result in the future, because these
amounts do not reflect full transmission and switched service
cost optimization, and the synergistic effect on operating,
selling, general and administrative expenses.
-F-6-
<PAGE>
<TABLE>
<CAPTION>
(Unaudited)
For the three months
ended March 31,
--------------------
1995 1994
---- ----
<S> <C> <C>
Revenues $ 2,309,227 $2,845,934
Cost of revenues 1,812,154 2,390,356
Operating and other expenses 738,635 732,384
----------- ----------
Loss from continuing operations (241,562) (276,806)
Discontinued operations - (114,355)
----------- ----------
Net loss $ (241,562) $ (391,161)
=========== ==========
Net loss per weighted average
common share outstanding $ (.02) $ (.04)
=========== ==========
Weighted average shares outstanding 10,500,271 9,081,910
=========== ==========
</TABLE>
NOTE C - DISCONTINUED OPERATIONS
During the first quarter of 1995, the Company's discontinued
title plant services subsidiary, SATC, incurred a net loss of
$94,664. This net loss was charged against the reserve for
discontinued operating losses established at December 31,
1994. Revenues of SATC for the three months ended March 31,
1995 and 1994 were $69,115 and $25,034, respectively.
NOTE D - NOTES PAYABLE
In March, 1995, six members of the Board of Directors
individually made loans to the Company aggregating $145,000.
The loans were made for 120 days with interest at 12% per
annum. In connection with these loans, each director was
granted an option to purchase one share of common stock for
each $1.75 of principal amount loaned to the Company at a
price of $1.75 per share (market value at date of grant) or
an aggregate of 82,857 shares. The options are exercisable
for six months from June 17, 1995.
NOTE E - STOCK OPTIONS AND TREASURY STOCK
On January 17, 1995, the Board of Directors granted options
under the 1994 Employee Stock Option Plan to purchase up to
426,500 shares of the Company's common stock to employees at
a price of $1.75 per share (market value on the date of
grant). After a six month waiting period from the date of
grant, the shares acquired upon exercise may only be sold over
eighteen months for directors, twenty-four months for
officers, and thirty months for employees.
-F-7-
<PAGE>
During the first quarter of 1995, employees utilized 5,000
shares of the Company's common stock, which they owned, as
consideration to exercise options for 21,076 shares of common
stock under the Company's Employee Stock Option Plan. The
Company valued the 5,000 shares at $9,050 (the market value at
the date of exercise) and recorded the shares as treasury
stock.
NOTE F - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid by the Company for the three months ended March
31, 1995 and 1994 amounted to $12,103 and $2,438,
respectively.
In conjunction with the acquisition of LDN effective March 1,
1994, excess of cost over net assets acquired, common stock
issued, and net book value of assets acquired were as follows:
<TABLE>
<S> <C>
Excess of cost over net assets acquired $5,175,644
Common stock issued (3,750,000)
Net book value of assets acquired (70,984)
----------
Payable to LDN shareholders $1,354,660
==========
</TABLE>
At March 31, 1994, Stock Subscriptions Receivable were
recorded for private placement monies received in April 1994
which were utilized in closing the LDN acquisition.
-F-8-
<PAGE>
Part I. Financial Information
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
General
The results of operations for the first quarter of 1995 reflect our
integrated telecommunications organization comprised of LDN, NATC
and the Company. This integrated organization will be the core
operation for future telecommunications acquisitions and expansion.
In keeping with the Company's overall strategy of acquiring other
long distance carriers in the Southwest, management believes this
new organizational framework provides the Company with the ability
to acquire revenues without proportionate general and
administrative cost increases. The capability required to evaluate
acquisition candidates is being maintained along with the
infrastructure needed to manage the present and future growth of
revenues.
At the end of the third quarter of 1994, the Company temporarily
suspended further expansion of the international sales organization
through new office openings. Management initiated this suspension
in order to devote more time to expanding LDN's domestic operations
and to focus on the due diligence and financing required to
complete the U.S. Communications, Inc. acquisition. This
suspension was to be reconsidered at the end of the first quarter
of 1995. Based upon the time requirements of the Company's
domestic acquisition activities, management has decided to further
postpone this international expansion decision until the end of the
second quarter of 1995.
As part of an overall plan of disposition, on December 28, 1994,
the Board of Directors approved a spinoff of from 55% to 60% of its
title plant services subsidiary, SATC, in the form of a dividend to
shareholders. The Form 10-SB registration statement required for
SATC to become a public company prior to the distribution to
shareholders is expected to be filed in the second quarter of 1995.
Results of Operations
The following table sets forth certain items in the Company's
Consolidated Statements of Operations as a percentage of its
operating revenues for the three months ended March 31, 1995 and
1994.
<TABLE>
<CAPTION>
For the three months
ended March 31,
--------------------
1995 1994
---- ----
<S> <C> <C>
Operating revenue 100% 100%
Cost of revenue 78 85
General and administrative 26 29
Depreciation and amortization 6 4
--- ---
Loss from continuing operations
before other (10) (18)
Other income (expense) (-) 1
--- ---
Loss from continuing operations (10) (17)
Discontinued operations (-) (8)
--- ---
Net loss (10)% (25)%
--- ---
</TABLE>
-F-9-
<PAGE>
Three months ended March 31, 1995, compared to three months ended
March 31, 1994
The Company had revenues from continuing operations of $2,309,227
for the three months ended March 31, 1995 as compared to $1,464,662
for the same quarter in the prior year. This represents an overall
58% increase over the like period of last year. Of the total
increase, $1,153,473 is attributable to the increase in domestic
telecommunications revenue from the LDN acquisition effective March
1, 1994. International telecommunications revenue decreased by
$178,005 because of the moratorium on expansion, the phasing out of
agent run offices in favor of Company owned offices, and the
termination of a wholesaling arrangement with a reseller in Brazil
which lacked adequate profit margins and experienced high costs of
administration. Additionally, the Russian ventures group generated
non-telecommunications revenues of $130,903 in the first quarter of
1994 but none in the first quarter of 1995.
Although the Company will continue to pursue joint venture
opportunities in Russia, management's long term focus is on the
expansion of its core telecommunications business. The Russian
ventures are not expected to produce significant revenue or incur
significant expense in the foreseeable future.
The Company incurred a loss from continuing operations before other
income (expense) of $229,177 for the three months ended March 31,
1995 versus a $259,283 loss in the first quarter of 1994. The
improvement is principally attributable to improved gross profit
margins and a decline in general and administrative expense as a
percentage of revenue partially offset by increased depreciation
and amortization expense.
Cost of revenue (transmission costs, switching costs and
commissions) increased to $1,812,154 for the three months ended
March 31, 1995 from $1,236,584 in the same quarter in 1994
principally due to the increase in revenue base from the LDN
acquisition. The gross profit margin increased to 22% in 1995 from
15% in 1994. This improvement is principally due to the Company's
success in negotiating rate reductions with transmission carriers
and switched service providers as well as the cost savings derived
from Company owned switching facilities in 1995. Additionally, the
Company experienced a more favorable mix of call traffic in 1995.
General and administrative expense increased to $594,019 for the
three months ended March 31, 1995 from $431,948 in the first
quarter of 1994, and as a percentage of revenue, decreased between
the periods to 25% in 1995, as compared to 29% in 1994. The
increase in total general and administrative expense reflects
expenses associated with the increase in the revenue base from the
LDN acquisition and the increased costs required to evaluate a
number of acquisition candidates. The decrease as a percentage of
revenue reflects management's continued focus on cost containment
to bring these costs in line with revenue levels.
Depreciation and amortization expense increased to $132,231 in 1995
from $55,413 in 1994 and as a percentage of revenue increased to
6% in 1995 from 4% in 1994. The increase resulted from
amortization of intangible assets from the acquisition of LDN and
increased depreciation from switching equipment acquired in
December, 1994.
-F-10-
<PAGE>
The Company had other expenses of $12,385 for the three months
ended March 31, 1995 as compared to other income of $10,217 in
first quarter of 1994. Other expense in 1995 is principally
comprised of interest expense ($14,929). The increase in interest
expense is due to increased borrowings related to the land and
building and switching equipment acquired in 1994.
The loss from discontinued operations for the three months ended
March 31, 1994 was $114,355. The loss from discontinued
operations of $94,664 in the first quarter of 1995 was charged
against the reserve for discontinued operating losses established
at December 31, 1994.
The Company incurred a consolidated net loss of $241,562 for the
three months ended March 31, 1995 as compared to $363,421 in the
first quarter of 1994. The decreased consolidated net loss is due
to improved gross profit margins and a decline in general and
administrative expense as a percentage of revenue, offset by
increases in depreciation and amortization expense and other
expenses.
Liquidity and Capital Resources
For the three months ended March 31, 1995, the Company experienced
negative cash flow from continuing operating activities of $506,488
as compared to $590,648 in the like quarter of 1994. The negative
cash flow in 1995 is attributable to the net loss compounded by an
overall increase in accounts receivable and decrease in accounts
payable/accrued expenses. The Company will continue to experience
an expansion of accounts receivable from growth in revenues without
a proportionate increase in accounts payable/accrued expenses which
will cause working capital to be expended. Foreign accounts
receivable are generally collected in approximately sixty-five (65)
days and domestic accounts receivable are generally collected in
approximately forty-five (45) days. However, accounts payable for
contracts with transmission carriers and switched service
providers must generally be paid in thirty (30) days or less.
Cash used in investing activities was $52,382 in the first quarter
of 1995 versus $1,343,240 in the like quarter of 1994. Of the
total in 1994, $1,330,397 was utilized in the acquisition of LDN.
The Company continues to be successful in financing its operations
and expansion needs with proceeds from private placements of common
stock, proceeds from the exercise of stock options, and short term
borrowing. During the first quarter of 1995, the Company received
$150,000 from private placements of common stock, $40,629 from the
exercise of stock options, and $145,000 from short term borrowings.
There is no assurance that such sources of funds will continue to
be available in the future.
Cash used by discontinued operations was $110,577 for the three
months ended March 31, 1995 as compared to $160,655 in the first
quarter of 1994.
At March 31, 1995, continuing operations had cash balances of
$83,426 as compared to $331,431 at December 31, 1994. As of March
31, 1995, continuing operations had working capital of $534,858 and
a current ratio of 1.44 to 1, as compared to working capital of
$561,902 and a current ration of 1.41 to 1 at December 31, 1994.
The decline in cash is attributable to payments made to reduce
current liabilities.
-F-11-
<PAGE>
The Company has entered into an agreement to acquire U.S.
Communications, Inc. (USC) for a stated purchase price of $12
million. Closing of the transaction is subject to a number of
conditions including satisfactory completion of due diligence and
the obtaining of financing. There are no assurances that the
Company will satisfactorily complete it due diligence review or
obtain the necessary financing.
Although the company has nothing definitive, negotiations are
progressing satisfactorily with several lenders for debt capital
and several groups for equity capital. The parties to the Stock
Purchase Agreement have verbally agreed to a formal extension of
the May 15, 1995 deadline, after which date, either party could
have terminated the Stock Purchase Agreement.
Capital Expenditures
There were no significant capital expenditures made in the first
quarter of 1995. Other than the USC acquisition and additional
switching equipment requirements as the network expands, future
capital expenditures are expected to be minimal. The additional
switching equipment is estimated to cost from $500,000 to
$1,000,000, according to sizing, and is expected to be financed
with a capital lease transaction or bank debt.
-F-12-
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed by the
undersigned thereunto duly authorized.
Date: December 8, 1995 SA Telecommunications, Inc.
(f/k/a SA Holdings, Inc.)
By: /s/ Jack W. Matz, Jr.
----------------------------
Jack W. Matz, Jr.
Chief Executive Officer
By: /s/ J. David Darnell
----------------------------
J. David Darnell
Vice President, Finance and
Chief Financial Officer
-F-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SA TELECOMMUNICATIONS, INC. FOR THE QUARTER ENDED MARCH
31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 83,426
<SECURITIES> 0
<RECEIVABLES> 1,310,855
<ALLOWANCES> 173,587
<INVENTORY> 123,790
<CURRENT-ASSETS> 1,754,202
<PP&E> 981,726
<DEPRECIATION> 220,313
<TOTAL-ASSETS> 11,585,273
<CURRENT-LIABILITIES> 1,219,344
<BONDS> 0
<COMMON> 1,079
0
0
<OTHER-SE> 9,957,344
<TOTAL-LIABILITY-AND-EQUITY> 11,585,273
<SALES> 2,309,227
<TOTAL-REVENUES> 2,309,227
<CGS> 1,812,154
<TOTAL-COSTS> 2,538,404
<OTHER-EXPENSES> 12,385
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (14,929)
<INCOME-PRETAX> (241,562)
<INCOME-TAX> 0
<INCOME-CONTINUING> (241,562)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (241,562)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
