UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-Q
____X_____ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 1996
OR
___________ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ____________
Commission file number 33-95298
Commission file number 33-95298-01
GALAXY TELECOM, L.P.
GALAXY TELECOM CAPITAL CORP.
(Exact names of Co-Registrant as specified in their charters)
Delaware 43-1697125
- --------------------------------------- ----------------------------------
(States or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1220 North Main, Sikeston, Missouri 63801
- --------------------------------------- ----------------------------------
(Address of principal executive offices) (zip code)
Registrant telephone number, including area code: (573) 472-8200
Indicate by check mark whether the Co-Registrants (1) have filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the previous 12 months (or for such shorter period that the Co-Registrants were
required to file such reports), and (2) have been subject to such filing
requirements for the past 90 days:
Yes _____X______ No _____________
Number of shares of common stock of Galaxy Telecom Capital Corp. outstanding as
of April 30, 1996: 100
1
<PAGE>
GALAXY TELECOM, L.P.
GALAXY TELECOM CAPITAL CORP.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1996
INDEX
PAGE
PART I. Financial Information
Item 1. Consolidated Financial Statements-Galaxy Telecom, L.P. .....3
Notes to Consolidated Financial Statements...............7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations...10
PART II. Other Information.............................................14
2
<PAGE>
<TABLE>
<CAPTION>
GALAXY TELECOM, L.P.
CONSOLIDATED BALANCE SHEETS
<S> <C> <C>
March 31, December 31,
ASSETS 1996 1995
------------ ------------
(Unaudited)
Cash and cash equivalents $ 2,953,244 $ 3,430,835
Subscriber receivables, net of allowance for doubtful
accounts of $742,451 and $834,425, respectively 1,303,199 3,512,141
Systems and equipment, net 125,245,794 126,312,055
Intangible assets, net 64,221,830 65,047,002
Deposit on pending acquisitions 9,192,555
Prepaids and other 2,137,200 1,611,158
------------ ------------
Total assets $205,053,822 $199,913,191
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 7,457,622 $ 9,569,072
Subscriber deposits and deferred revenue 682,112 2,646,413
Long-term debt 157,967,343 145,526,955
------------ ------------
Total liabilities 166,107,077 157,742,440
------------ ------------
Commitments and contingencies
Partners' capital:
General partners 31,945,745 35,169,751
Limited partners 7,001,000 7,001,000
------------ ------------
Total partners' capital 38,946,745 42,170,751
------------ ------------
Total liabilities and partners' capital $205,053,822 $199,913,191
============ ============
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
</TABLE>
3
<PAGE>
GALAXY TELECOM, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended
March 31,
1996 1995
----------------- -----------
(Unaudited) (Unaudited)
Revenues $ 14,475,398 $ 6,616,415
--------------- ------------
Operating expenses:
Systems operations 6,451,084 2,879,516
Selling, general and administrative 1,572,354 770,112
Management fee to affiliate 651,393 363,755
Depreciation and amortization 4,428,368 2,584,832
--------------- ------------
Total operating expenses 13,103,199 6,598,215
-------------- -------------
Operating income (loss) 1,372,199 18,200
Interest expense (4,642,220) (1,838,321)
Interest income and other 46,015 34,650
----------------- --------------
Net loss $ (3,224,006) $ (1,785,471)
============== ==============
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE>
<TABLE>
<CAPTION>
GALAXY TELECOM, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
Limited Partners
General -------------------------------------------------------------------
Partners Class B Class C Class D Class E Total Total
------------ ------------ ------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions $ 29,625,000 $ 1,000 $ 416,000 $ 6,384,000 0 $ 6,801,000 $36,426,00
Syndication and trans-
action costs (730,171) 0 0 0 0 0 (730,171)
Net loss for period (175,311) 0 0 0 0 0 (175,311)
------------ ------------ ------------- ------------- ------------- ------------- ------------
Balance, December 31,
1994 28,719,518 1,000 416,000 6,384,000 0 6,801,000 35,520,518
Contributions 15,000,000 0 0 0 $ 200,000 200,000 15,200,000
Net loss for period (8,549,767) 0 0 0 0 0 (8,549,767)
------------ ------------ ------------- ------------- ------------- ------------- ------------
Balance, December 31,
1995 35,169,751 1,000 416,000 6,384,000 200,000 7,001,000 42,170,751
Net loss for period
(Unaudited) (3,224,006) 0 0 0 0 0 (3,224,006)
------------ ------------ ------------- ------------- ------------- ------------- ------------
Balance, March 31,
1996 $ 31,945,745 $ 1,000 $ 416,000 $ 6,384,000 $ 200,000 $ 7,001,000 $ 38,946,745
============ ============ ============ ============ ============ ============ ============
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
GALAXY TELECOM, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended
March 31,
1996 1995
------------ -----------
<S> <C> <C>
(Unaudited)
Cash flows from operating activities:
Net loss $ (3,224,006) $ (1,785,471)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization expense 4,428,368 2,584,832
Amortization of debt issue costs 274,536 154,490
Financeable interest 132,124
Provision for doubtful accounts receivable 289,336 91.462
Changes in assets and liabilities:
Subscriber receivables 1,919,606 181,054
Prepaids and other (526,042) (108,407)
Accounts payable and accrued expenses (2,111,450) 1,291,832
Subscriber deposits and deferred revenues (1,964,301) (299,946)
Net cash provided by (used in) operating activities (781,829) 2,109,846
------------ ------------
Cash flows from investing activities:
Acquisition of cable systems 0 (3,550,000)
Deposit on pending acquisitions (9,192,555)
Capital expenditures (2,761,427) (811,870)
Other intangible assets (50,043) (48,056)
------------ ------------
Net cash used in investing activities (12,004,025) (4,409,926)
------------ ------------
Cash flows from financing activities:
Borrowings under term debt and revolver 17,350,000 3,350,000
Payments on term debt (5,041,736) (337,500)
Partner contributions 200,000
------------ ------------
Net cash provided by financing activities 12,308,264 3,212,500
------------ ------------
Net increase (decrease) in cash (477,591) 912,420
Cash and cash equivalents, beginning of period 3,430,835 2,890,410
------------ ------------
Cash and cash equivalents, end of period $ 2,953,244 $ 3,802,830
============ ============
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
</TABLE>
6
<PAGE>
GALAXY TELECOM, L.P.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
1. STATEMENT OF ACCOUNTING PRESENTATIONS AND OTHER INFORMATION
The attached interim financial statements are presented in accordance with
the requirements of Form 10-Q and consequently do not include all the
disclosures required by generally accepted accounting principles. The results
for March 31, 1996, and for the three months then ended are not necessarily
indicative of the results for the entire 1996 fiscal year. It is suggested that
the accompanying financial statements be read in conjunction with the
Partnership's Annual Report on Form 10-K for the year ended December 31, 1995.
Galaxy Telecom Capital Corp. ("Capital Corp."), a Delaware corporation, was
formed July 26, 1995 and was funded August 1, 1995 as a wholly owned subsidiary
of the Partnership. Capital Corp. did not have any significant operations for
the period ended March 31, 1996.
The following notes, insofar as they are applicable to the three months
ended March 31, 1996 and March 31, 1995, are not audited. In management's
opinion, all adjustments, consisting of only normal recurring accruals
considered necessarily for a fair presentation of such financial statements are
included.
2. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid during the three months ended March 31, 1996 was approximately
$7.8 million. Interest paid during the three months ended March 31, 1995 was
approximately $0.8 million.
There were no noncash transactions for the three months ended March 31,
1996. During the three months ended March 31, 1995, $200,000 of Class E limited
partner interest was issued in acquisition of cable television systems.
7
<PAGE>
3. NOTES PAYABLE
Notes Payable consist of the following:
March 31, December 31,
1996 1995
(Unaudited)
Revolving Credit Facility $ 29,850,000 $ 17,500,000
Term Loan 8,000,000 8,000,000
Financeable interest 578,170 446,046
Senior Subordinated Notes 120,000,000 120,000,000
Unamortized discount (577,786) (585,000)
Other 116,959 165,909
------------- -------------
Total Notes Payable $ 157,967,343 $ 145,526,955
============= =============
4. RELATED PARTY TRANSACTIONS:
The Partnership incurs management fees and expenses pursuant to the terms
of a management agreement with Galaxy Systems Management, Inc., an affiliate of
a general partner, under which it manages the Partnership's business. Beginning
December 1, 1995, management fees are calculated at 4.5% of gross revenues as
defined in the management agreement. Prior to December 1, 1995, the fees were
calculated at 5.5%. Management fees totaled $651,393 for the three months ended
March 31, 1996 and $363,755 for the three months ended March 31, 1995.
5. PURCHASE OF CABLE TELEVISION SYSTEMS
On March 29, 1996, the Partnership initiated the acquisition of certain
assets comprising 30 cable television systems of Cablevision of Texas III,
Empire Communications, and Empire Cable of Kansas (the "Cablevision of Texas
Systems") for a purchase price of $10.16 million, effective April 1996. The
Cablevision of Texas Systems passes 11,771 homes located in Kansas, with 347
miles of plant, for a density of 33.9 homes per mile. The Cablevision of Texas
Systems serves approximately 8,750 basic subscribers and has a basic penetration
rate of 74.4% as of March 31, 1996. The Partnership paid a $9.19 million deposit
on March 29, 1996, and paid the remaining $.97 million during April 1996.
6. PENDING ACQUISITIONS AND TRADES
On August 16, 1995, the Partnership signed a letter of intent to purchase
certain assets comprising a cable television system of Five Rivers Cable Company
(the "Five Rivers System") for a purchase price of $.5 million which is subject
to reduction in the event fewer than 588 basic subscribers exist at closing. As
of December 31, 1995, the Five Rivers System passed
8
<PAGE>
approximately 730 homes located in Tennessee, with 24 miles of plant, for a
density of 30.4 homes per mile. The Five Rivers System served approximately 600
basic subscribers and had a basic penetration rate of approximately 82.2% as of
March 31, 1996.
On March 14, 1996, the Partnership entered into a definitive agreement to
trade certain of its assets located in Shawnee County and Jefferson County,
Kansas (the "Shawnee County System") for certain assets comprising approximately
7 cable television systems of TCI (the "TCI Systems") located in northern
Mississippi. As of December 31, 1995, the Partnership's Shawnee County System
passed 9,143 homes, with 315 miles of plant, resulting in a density of 29.0
homes per mile. The Shawnee County System served approximately 7,200 basic
subscribers and had a basic penetration rate of approximately 78.7% as of
December 31, 1995. As of December 31, 1995, the TCI Systems passed 16,897 homes,
with 445 miles of plant, resulting in a density of 38.0 homes per mile. The TCI
System served approximately 10,275 basic subscribers and had a basic penetration
rate of approximately 60.8% as of December 31, 1995.
7. SUBSEQUENT EVENTS
On April 1, 1996, the Partnership acquired certain assets comprising 8
cable television systems of Hurst Communications (the "Hurst Systems") for a
purchase price of $1.05 million. As of December 31, 1995, the Hurst Systems
passed approximately 1,830 homes located in Kansas, with 50 miles of plant, for
a density of 36.6 homes per mile. The Hurst Systems served approximately 1,371
basic subscribers and had a basic penetration rate of 76.8% as of March 31,
1996.
On April 3, 1996, the Partnership entered into a definitive agreement to
purchase certain systems comprising 8 cable television systems of High Plains
Cable (the "High Plains Systems") for a purchase price of $0.3 million. As of
December 31, 1995, the High Plains Systems passed 580 homes located in Kansas,
with 20 miles of plant, for a density of 29 homes per mile. The High Plains
Systems served approximately 323 basic subscribers and had a basic penetration
rate of approximately 55.7% as of March 31, 1996.
On April 13, 1996, the Partnership acquired certain assets comprising 6
cable television systems of Midcontinent Cable Systems (the "Midcontinent
Systems") for a purchase price of $1.4 million. As of December 31, 1995, the
Midcontinent Systems passed 1,853 homes located in Nebraska, with 32 miles of
plant, for a density of 57.9 homes per mile. The Midcontinent Systems served
approximately 1,326 basic subscribers and had a basic penetration rate of
approximately 71.6% as of March 31, 1996.
9
<PAGE>
PART I. FINANCIAL INFORMATION
Item 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
Galaxy Telecom, L.P. (The "Partnership") began operations on December 23,
1994. The Partnership acquired certain cable television systems of Galaxy
Cablevision, L.P., Vantage Cable Associates, L.P., Vista Communications Limited
Partnership III and Chartwell Cable on December 23, 1994, and certain other
cable systems of Galaxy Cablevision on March 31, 1995, for aggregate
consideration of $97.9 million.
The Partnership completed, in September 1995, a public offering of Senior
Subordinated Notes due 2005, in the face amount of $120,000,000. The Partnership
received proceeds from these bonds, net of expenses, in the amount of
$115,800,000. The proceeds of the notes were used for restructuring debt and
future expansion of the Partnership.
During the fourth quarter of 1995, the Partnership acquired certain cable
television systems of Douglas Cable Communications Limited Partnership,
Friendship Cable Southeast, Vista/Narragansett Cable, L.P., Vista Communications
Limited Partnership I, and Phoenix Cable (collectively the "Acquired Systems")
for aggregate consideration of $88.7 million. These acquisitions resulted in a
substantial increase in the subscriber base, revenues and expenses of the
Partnership.
RESULTS OF OPERATIONS:
The Partnership had approximately 82,200 basic subscribers on March 31,
1995. As of March 31, 1996, the Partnership had approximately 162,400 basic
subscribers.
The Partnership generated revenues in the amount of $14,475,398 for the
three months ended March 31, 1996, an average of $29.68 per subscriber. For the
three months ended March 31, 1995, the Partnership generated revenues in the
amount of $6,616,526, an average of $27.15 per subscriber. This increase is due
to an increase in the Partnership's late fee revenue and a higher basic rate per
subscriber from the systems acquired from Friendship Cable Southeast,
Vista/Narraganset Cable, L.P. and Vista Communications Limited Partnership I.
For the three months ended March 31, 1996 and March 31, 1995 system
operating expenses were $6,451,084 and $2,879,516, respectively. These expenses
increased as a percentage of revenue from 43.5% in 1995 to 44.6% in 1996. This
increase was due to an increase in franchise fee expense and bad debt and
collection expenses of the Acquired Systems.
10
<PAGE>
Selling, general and administrative expenses increased from $770,112, to
$1,572,354 for the three months ended March 31, 1996 and March 31, 1995,
respectively. These expenses decreased as a percentage of revenue from 11.6% in
1995 to 10.9% in 1996. This decrease was achieved through the ability to spread
administrative costs from the Partnership's two regional service centers over a
larger subscriber base as total administrative costs decreased as a percentage
of revenue from 10.8% in 1995 to 9.45% in 1996. This decrease in administrative
expenses was offset somewhat by an increase in marketing expenses from .8% of
revenue in 1995 to 1.41% of revenue in 1996.
For the three months ended March 31, 1996 and March 31, 1995 management
fees to affiliates were $651,393 and $363,755, respectively. These fees
decreased to 4.5% of revenue from 5.5% of revenue as stipulated in the
Partnership's management agreement with Galaxy Systems Management, Inc. due to
the addition of the Acquired Systems.
For the three months ended March 31, 1996 and March 31, 1995, interest
expense was $4,642,220 and $1,683,831 , respectively. The increase of $2,803,899
was a direct result of the issuance of the 12.375% Senior Subordinated Notes
described above. Other income was $46,015 for the three months ended March 31,
1996 and $34,650 for the three months ended March 31, 1995, an increase of
$11,365 or 24.7%. This increase was the result of money received on the
disposition of minor assets with no book value.
The Partnership as an entity pays no income taxes, although it is required
to file federal and state income tax returns for informational purposes only.
All income or loss "flows through" to the partners of the Partnership as
specified in the Partnership's limited partnership agreement.
The following table sets forth the percentage relationship of selected
income statement items as a percent of revenues for the three months March 31,
1996 and March 31, 1995.
11
<PAGE>
<TABLE>
<CAPTION>
March 31, 1996 March 31, 1995
-------------- --------------
Amount %age Amount %age
------ ---- ------ ----
<S> <C> <C> <C> <C>
Subscription service revenue $ 14,475 100.0% $ 6,616 100.0%
-------- ----- -------- -----
Operating expenses:
System operations 6,451 44.5% 2,880 43.5%
Selling, general and administrative 1,572 10.9% 770 11.6%
Management fees 651 4.5% 364 5.5%
Depreciation and amortization 4,703 32.5% 2,739 41.8%
Total operating expenses 13,377 92.4% 6,753 102.1%
-------- ----- -------- -----
Operating income (loss) 1,098 7.6% (137) (2.1%)
Interest expense (4,368) (30.2%) (1,684) (25.4%)
Other income (expense) 46 0.3% 35 .5%
-------- ----- -------- -----
Net loss $ (3,224) (22.3%) $ (1,785) (27.0%)
======== ===== ======== =====
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES:
As of March 31, 1996, the Partnership had $2,953,244 in cash and cash
equivalents. Total liabilities (other than notes payable) exceed cash and cash
equivalents by $5,186,490.
The Partnership generated $5,800,567 of operating cash flow (40.1% of
revenue) for the three months ended March 31, 1996. The Partnership generated
$2,739,322 of operating cash flow (39.3% of revenue) for the three months ended
March 31, 1995. This improvement of $3,061,245 was a result of the acquisition
of cable systems during the fourth quarter of 1995.
On March 29, 1996, the Partnership paid a deposit of $9.19 million to
acquire certain assets comprising 30 cable television systems of Cablevision of
Texas III, Empire Communications, and Empire Cable of Kansas (the "Cablevision
of Texas Systems"). The transaction was completed on April 1, 1996, with the
Partnership paying the remainder of the total purchase price of $10.16 million,
or $.97 million. In April 1996, the Partnership also completed the acquisitions
of the Hurst Systems, the High Plains Systems and the Midcontinent Systems for
an aggregate amount of approximately $2.75 million. See Note 7 to Notes to the
Consolidated Financial Statements for a description of each of the acquisitions.
The Partnership had an aggregate of approximately $158.0 million of
indebtedness as of March 31, 1996, representing $120 million of Senior
Subordinated Notes and $38 million of bank debt. The bank debt includes a
Revolving Credit Facility under which the Partnership may make revolving
borrowings of up to $58.5 million until December 31, 1997, subject to compliance
with certain conditions, including certain financial covenants. On December 31,
1997, outstanding
12
<PAGE>
balances of the Revolving Credit Facility will convert to a term loan amortizing
quarterly until a final maturity on December 31, 2002. The Revolving Credit
Facility will require the Partnership to maintain compliance with certain
financial ratios and other covenants. The financial covenants in the Revolving
Credit Facility may limit the Partnership's ability to borrow under the
Revolving Credit Facility. The Partnership presently intends to utilize the
Revolving Credit Facility to fund capital expenditures, repay the term loan and
acquire additional cable systems.As of March 31, 1996, the Partnership has
borrowings under the Reveolving Credit Facility of $29.9 million, which include
borrowings used to fund the acquisitions of the Calevision of Texas, Hurst, High
Plains and Midcontinent Systems. The bank debt also includes a term loan of $8.0
million. The term loan will remain outstanding until December 1996, when it
becomes prepayable at par and at which point the Partnership presently intends
to repay in full.
As of March 31, 1996, the Partnership had $125,245,794 in systems and
equipment consisting of $120,389,357 of cable television systems and $4,856,437
of vehicles, equipment, buildings and office equipment, all net of accumulated
depreciation. The Partnership had capital expenditures (exclusive of system
acquisitions) of $2,761,427 for the three months ended March 31, 1996, and
$811,870 for the three months ended March 31, 1995. These capital expenditures
were financed mainly through the revolving credit facility and cash flows from
operations. The capital expenditures included channel and subscriber additions,
and the maintenance, expansion and improvements of cable properties, plant and
equipment. During the first three months of 1996, the Partnership's capital
expenditures were primarily used to install OmniTRACS units in newly acquired
vehicles, expand office space, eliminate headends by interconnecting adjacent
systems with fiber-optic cable, expand and wire related headend buildings and
electronic equipment, and perform routine maintenance of the existing cable
plant.
The Partnership's cash flows have been sufficient to meet its debt service,
working capital and capital expenditure requirements, with the exception of the
above acquisitions of cable systems, which have been funded principally through
borrowings under the Revolving Credit Facility. The Partnership expects that it
will be able to meet its short- and long-term requirements for debt service,
working capital and capital expenditures and to fund future cable system
acquisitions through its operating cash flows and borrowings under the Revolving
Credit Facility.
13
<PAGE>
PART II. OTHER INFORMATION
Items 1 through 5.
None.
Item 6. Exhibits and Reports on Form 8-K
During the three months ended March 31, 1996, the Company
filed a Current Report on Form 8-K dated December 1, 1995, as amended on
Form 8-K/A on March 15, 1996, relating to the acquisition of cable systems
from Douglas Cable Communications Limited Partnership on December 1, 1995,
and the acquisitions of cable systems from Buford Group, Inc.,
Vista/Narragansett Cable, L.P. and Vista Communications Limited
Partnership I on December 29, 1995. The following financial statements
were filed with such Report:
(i) Douglas Cable Communications Limited Partnership
Independent Auditors' Report
Balance Sheets as of November 30, 1995 (unaudited),
December 31, 1994 and December 31, 1993
Statements of Operations for the Eleven Months Ended
November 30, 1995 (unaudited) and for the Years Ended
December 31, 1994, December 31, 1993 and December 31,
1992
Statements of Partners' Deficit for the Eleven Months
Ended November 30, 1995 (unaudited) and for the Years
Ended December 31, 1994, December 31, 1993 and December
31, 1992
Statements of Cash Flows for the Eleven Months Ended
November 30, 1995 (unaudited) and for the Years Ended
December 31, 1994, December 31, 1993 and December 31,
1992
Notes to Financial Statements
(ii) Friendship Cable Southeast, A Division of Buford
Group, Inc.
Independent Auditors' Report
14
<PAGE>
Combined Balance Sheets as of November 30, 1995
(unaudited) and December 31, 1994
Combined Statements of Operations for the Eleven Months
Ended November 30, 1995 (unaudited) and for the Year
Ended December 31, 1994
Combined Statements of Division Equity for the Eleven
Months Ended November 30, 1995 and for the Year Ended
December 31, 1994
Combined Statements of Cash Flows for the Eleven Months
Ended November 30, 1995 (unaudited) and for the Year
Ended December 31, 1994
Notes to Combined Financial Statements
15
<PAGE>
(iii) Vista/Narragansett Cable L.P.
Report of Independent Accountants
Balance Sheet as of December 29, 1995 (unaudited)
Statement of Operations for the Period from January 1,
1995 to December 29, 1995 (unaudited)
Statement of Changes in Partners' Deficit for the Period
from January 1, 1995 to December 29, 1995 (unaudited)
Statement of Cash Flows for the Period from January 1,
1995 to December 29, 1995 (unaudited)
Notes to Financial Statements (unaudited)
Balance Sheets as of December 31, 1994 and December 31,
1993
Statements of Operations for the Years Ended December
31, 1994 and December 31, 1993
Statements of Changes in Partners' Deficit for the Years
Ended December 31, 1994 and December 31, 1993
Statements of Cash Flows for the Years Ended December
31, 1994 and December 31, 1993
Notes to Financial Statements
(iv) Vista Communications Limited Partnership I
Report of Independent Accountants
Balance Sheet as of December 29, 1995 (unaudited)
Statement of Operations for the Period from January 1,
1995 to December 29, 1995 (unaudited)
Statement of Changes in Partners' Deficit for the Period
from January 1, 1995 to December 29, 1995 (unaudited)
Statement of Cash Flows for the Period from January 1,
1995 to December 29, 1995 (unaudited)
Notes to Financial Statements (unaudited)
Balance Sheet as of December 31, 1994
Statements of Operations for the Years Ended December
31, 1994 and December 31, 1993
Statements of Changes in Partners' Deficit for the Years
Ended December 31, 1994 and December 31, 1993
16
<PAGE>
Statements of Cash Flows for the Years Ended December
31, 1994 and December 31, 1993
Notes to Financial Statements
(v) Pro forma financial information
Introductory Paragraphs
Pro Forma Statement of Operations for the Year Ended
December 31, 1995
Unaudited Historical Balance Sheet as of December 31,
1995
Notes to Pro Forma Statement of Operations
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
Co-Registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GALAXY TELECOM, L.P.
BY: Galaxy Telecom, Inc
as General Partner
Date: May 10, 1996 \s\ J. Keith Davidson
------------------------------------
BY: J. Keith Davidson
Vice President-Finance (Principal
Financial Officer)
GALAXY TELECOM CAPITAL CORP.
Date: May 10, 1996 \s\ J. Keith Davidson
-----------------------------------
BY: J. Keith Davidson
Vice President-Finance (Principal
Financial Officer)
18
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 2953244
<SECURITIES> 0
<RECEIVABLES> 2045650
<ALLOWANCES> (742451)
<INVENTORY> 0
<CURRENT-ASSETS> 2137200
<PP&E> 125245794
<DEPRECIATION> 0
<TOTAL-ASSETS> 205053822
<CURRENT-LIABILITIES> 8139734
<BONDS> 120000000
0
0
<COMMON> 0
<OTHER-SE> 38946745
<TOTAL-LIABILITY-AND-EQUITY> 205053822
<SALES> 14475398
<TOTAL-REVENUES> 14475398
<CGS> 0
<TOTAL-COSTS> 13103199
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4642220
<INCOME-PRETAX> (3224006)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3224006)
<EPS-PRIMARY> 0
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</TABLE>
