UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 and 15(d) of
the Securities Exchange Act of 1934
February 5, 1999
Date of Report (Date of earliest event reported)
SA TELECOMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-18048 75-2258519
(State Of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1600 Promenade Center, 15th Floor
Richardson, TX 75080
(Address of Principal Executive Office)
(972) 690-5888
(Registrant's Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address,
if Changed Since Last Report)
<PAGE>
Item 5. Other Events
As previously reported, SA Telecommunications, Inc. and its
subsidiaries (collectively, the "Company") filed petitions for relief under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the
United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court") (Cases No. 97-2395 through 97-2401). Since that date, the Company has
continued as a debtor-in-possession pursuant to the Bankruptcy Code.
On November 18, 1998, the Company filed its Monthly Operating Report
for the month ending July 31, 1998 (the "July MOR") with the Office of the
United States Trustee (the "Trustee") and the Bankruptcy Court and on November
25, 1998, the Company filed the July MOR with the Securities and Exchange
Commission. On February 5, 1999, the Company filed an amended Monthly Operating
Report for the month ending July 31, 1998 (the "Amended July MOR") with the
Trustee and the Bankruptcy Court.
A copy of the Amended July MOR is attached hereto as Exhibit 99.1 and
incorporated herein by reference.(1)
(1) The attachments and exhibits referenced in the Amended July MOR are not
attached as part of Exhibit 99.1, but are available at the Office of the
United States Trustee and the Bankruptcy Court. In addition, the Company
agrees that it will furnish a copy of any omitted schedule or similar
attachment to the Commission upon its request.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
99.1 Amended Monthly Operating Report of the Company for the month
ending July 31, 1998.
<PAGE>
SIGNATURE
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.
SA TELECOMMUNICATIONS, INC.
DATE: March 3, 1999 By: /s/ Albert B. Gordon, Jr.
-------------------------
Albert B. Gordon, Jr.
Chief Executive Officer
In Re: SA Telecommunications, Inc. Accrual Basis -2
Case Nos. 97-2395 (PJW) through 97-2401 (PJW)
Comparative Balance Sheet
Assets Month
7/31/98
1 Cash $ 1,056,766
2 Accounts Receivable (Net) 1,018,922
3 Inventory 34,190
4 Notes Receivable -
5 Prepaid Expenses 15,900
6 Other (Attach List) -
7 Total Current Assets 2,125,778
8 Property, Plant & Equipment 10,454,992
9 Less: Accumulated
Depreciation/Depletion 5,811,127
10 Net Property, Plant & Equipment 4,643,865
11 Due From Affiliates & Insiders -
12 Intangibles (Attach List) -
12a Debt Issuance Cost -
13 Other (Attach List) 2,024,310
14 Total Assets $ 8,793,953
Postpetition Liabilities
15 Accounts Payable 5,194,426
15a Accrued Telecommunications Costs 1,224,449
16 Taxes Payable -
16a Accrued Taxes Payable -
17 Notes Payable -
18 Professional Fees -
19 Secured Debt -
20 Due To Affiliates & Insiders -
21 Other (Attach List) -
22 Total Postpetition Liabilities 6,418,875
Prepetition Liabilities
23. Secured Debt 4,267,093
24. Priority Debt (Attach List) 91,675
24a Redeemable Preferred Stock 1,620,000
25 Unsecured Debt 47,444,030
26 Other (Attach List) -
27 Total Prepetition Liabilities 53,422,798
28 Total Liabilities 59,841,673
Equity
29 Owner's Prepetition Equity (12,258,875)
30 Postpetition Cumulative
Profit or (Loss) (38,788,845)
31. Total Equity (Deficit) (51,047,720)
32 Total Liabilities & Owner's Equity $ 8,793,953
<PAGE>
In Re: SA Telecommunications, Inc. Accrual Basis-2
Case Nos. 97-2395 (PJW) THROUGH 97-2401 (PJW)
Month
7/31/98
6 Other Current Assets
A/R-Jack Matz 0
A/R Prarie Systems, Inc. 0
A/R Line Costs 0
Long Distance Network N/R 0
-------------
0
-------------
12 Intangibles
Goodwill (net of amortization) 0
-------------
13 Other Non-Current Assets
Prepaid Employee Settlement (net) 0
Security Deposits & Miscellaneous 2,024,310
-------------
2,024,310
-------------
21 Other Post-Petition Liabilities
Accr Payroll/Payroll Taxes/Benefits 0
Accr Medical Ins 0
Accr Property Taxes 0
-------------
0
-------------
24 Priority Debt
Accrued Payroll/Employee Benefits 20,513
Accrued Property Taxes 71,162
Accrued Sales Taxes 0
-------------
91,675
-------------
<PAGE>
Case Nos. 97-2395 (PJW) THROUGH 97-2401 (PJW) Accrual Basis -3
SA Telecommunications, Inc.
Income Statement
Month
July, 1998
Revenues
1 Gross Revenues 1,016,898
2 Less: Returns & Discounts 1,011
3 Net Revenue 1,015,887
Cost Of Goods Sold
4 Beginning Inventory
5 Add: Purchases
6 Less: Ending Inventory
7 Cost Of Goods Sold 862,300
8 Gross Profit 153,587
Operating Expenses
9 Officer/Insider Compensation 65,021
10 Direct Labor/Salaries 203,381
11 Payroll Taxes 19,329
12 Rent & Lease Expense 26,427
13 Insurance 6,642
14 Depreciation/Amortization -
15 General & Administrative 20,783
16 Other (Attach List) -
17 Total Operating Expenses 341,583
18 Operating Income (187,996)
Other Income & Expenses
19 Other Income (Attach List) (450,519)
20 Other Expenses (Attach List)
21 Interest Expense (24,897)
22 Other
23 Net Other Income & Expenses (475,416)
Reorganization Expenses
24 Professional Fees
25 U.S. Trustee Fees (32,934)
26 Other (Attach List)
27 Total Reorganization Expenses
28 Income Tax
29 Net Profit (Loss) (696,346)
<PAGE>
Debtor: SA Telecommunications, Inc. and Subsidiaries Accrual Basis-5
Case No: 97-2395 through 97-2401
Accounts Receivable Aging
0 - 30 days old $1,018,922
31 - 60 days old -
61 - 90 days old -
91 + days old -
Total Accounts Receivable $1,018,922
Amount Considered Uncollectable -
Account Receivable $1,018,922
<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 $ 5,194,426 $ - $ - $ - $ 5,194,426
</TABLE>
<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** 19,398 56,839 11,579 64,659
FICA-Employee** 11,488 16,787 7,416 20,859
FICA-Employer** 11,488 16,787 7,416 20,859
Unemployment 1,006 27 27 1,006
Income
Other (Attach List)
Total Federal Taxes 43,380 90,441 26,438 107,382 -
State And Local
- ---------------
Withholding 2,722 4,330 1,603 5,449
Sales 509,750* 78,413 78,413 509,750
Excise
Unemployment 6,714 191 191 6,714
Real Property
Personal Property
Other (Attach List)
Total State & Local 519,186 82,934 80,207 521,913 -
Total Taxes 562,566 173,374 106,645 629,295 -
* The beginning liability for state and local sales tax includes an adjustment
for $260,817 reclassed from prepetition sales tax
* The beginning tax liability should represent the liability from the prior
month or, if this is the first operating report. the amount should be zero.
** Attach photocopies of IRS Form 6123 or your FTD coupon and payment receipt to
verify payment or deposit
</TABLE>
