-----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, K9BTT1SS51Rz/HnAbiegVAAotS0rZMN/LpvVScIYtr0byf1SKIC17Nq3ydxxkm+C IZO7k8+xxNx/v/JW3D1wrA== 0000809608-96-000006.txt : 19960816 0000809608-96-000006.hdr.sgml : 19960816 ACCESSION NUMBER: 0000809608-96-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GALAXY CABLEVISION L P CENTRAL INDEX KEY: 0000809608 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 431429049 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09423 FILM NUMBER: 96612073 BUSINESS ADDRESS: STREET 1: 1220 N MAIN STREET 2: C/O GALAXY CABLEVISION MANAGEMENT INC CITY: SIKESTON STATE: MO ZIP: 63801 BUSINESS PHONE: 3144713080 MAIL ADDRESS: STREET 1: 1220 N MAIN CITY: SIKESTON STATE: MO ZIP: 63801 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 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 1-9423 GALAXY CABLEVISION, L.P. (Exact name of Registrant as specified in its charter) Delaware 43-1429049 (state of incorporation) (IRS Employer Identification Number) c/o Galaxy Cablevision Management, Inc. 1220 North Main, Sikeston, Missouri 63801 (address of principle executive offices) (zip code) Registrant's telephone number, including area code (573) 472-8200 Indicate by check mark whether the Registrant (1) has 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No ______ Number of Limited Partnership Units outstanding as of August 1, 1996 - 2,142,000 1 GALAXY CABLEVISION, L.P. FORM 10-Q FOR THE THREE MONTHS ENDED JUNE 30, 1996 INDEX PAGE PART I. Financial Information Item 1 Financial Statements..................................... 3 Notes to Financial Statements..............................5 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................7 PART II. Other Information................................................9 2 PART I. FINANCIAL INFORMATION ITEM 1. -- FINANCIAL STATEMENTS GALAXY CABLEVISION, L.P. (IN PROCESS OF LIQUIDATION-NOTES 1 & 2) STATEMENTS OF NET ASSETS IN PROCESS OF LIQUIDATION June 30, 1996 December 31, 1995 --------------- ----------------- (unaudited) CASH AND CASH EQUIVALENTS $3,207,319 $1,435,941 OTHER CURRENT ASSETS 787,092 ESCROW DEPOSITS 101,100 101,100 INVESTMENT IN AFFILIATE 3,800,000 NOTES RECEIVABLE 1,747,037 TOTAL ASSETS 3,308,419 7,871,170 ---------- ---------- ACCRUED EXPENSES AND OTHER LIABILITIES 68,073 75,805 DUE TO AFFILIATES-NET 71,478 77,481 RESERVE FOR ESTIMATED COSTS DURING PERIOD OF LIQUIDATION 283,755 500,000 ---------- ---------- TOTAL LIABILITIES 423,306 653,286 ---------- ---------- NET ASSETS IN PROCESS OF LIQUIDATION $2,885,113 $7,217,884 ========== ========== See notes to financial statements 3 GALAXY CABLEVISION, L.P. (IN PROCESS OF LIQUIDATION-NOTES 1 & 2) STATEMENT OF CHANGES IN NET ASSETS IN PROCESS OF LIQUIDATION (unaudited)
For the three months ended For the Six Months Ended June 30, June 30, -------------------- -------------------- 1996 1995 1996 1995 ----------- ----------- ----------- ----------- Net Assets in Process of Liquidation, Beginnining of Period $ 9,456,084 $ 8,338,425 $ 7,217,884 $ 8,338,425 Expenses in Excess of Revenues from Operations (216,245) (620,567) (216,245) (673,984) Increase (Decrease) in Valuation of Investment of Affiliate (144,971) 500,000 2,093,229 500,000 Distributions Paid (6,426,000) (6,426,000) Reduction in Reserve for Estimated Costs During Period of Liquidation 216,245 620,567 216,245 673,984 ----------- ----------- ----------- ----------- Net Assets in Process of Liquidation End of Period $ 2,885,113 $ 6,674,789 $ 2,885,113 $ 6,674,789 =========== =========== =========== ===========
See notes to financial statements. 4 GALAXY CABLEVISION, L.P. (In Process of Liquidation - Notes 1 & 2) NOTES TO THE FINANCIAL STATEMENTS (Unaudited) 1. STATEMENT OF ACCOUNTING PRESENTATIONS AND OTHER INFORMATION The attached interim financial statements are unaudited; however, in the opinion of management, all adjustments necessary for a fair presentation of financial position and results of operations have been made, including those required for liquidation basis accounting. The interim financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission and consequently do not include all the disclosures required by generally accepted accounting principles. 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. On September 30, 1994, the Partnership adopted the liquidation basis of accounting. The statements of net assets in process of liquidation at June 30, 1996 and December 31, 1995 and the statements of changes in net assets in process of liquidation for the three months ended June 30, 1996 and June 30, 1995 have been prepared on a liquidation basis. Assets have been presented at estimated net realizable value and liabilities have been presented at estimated settlement amounts. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are uncertainties in carrying out the liquidation of the Partnership's assets. The actual value of liquidating distributions, if any, will depend on a variety of factors, including the actual timing of distributions to Unitholders, and the resolution of the Partnership's contingent liabilities and the costs of winding up. The actual amounts are likely to differ from the amounts presented in the financial statements. 2. INVESTMENT IN AFFILIATE On May 14, 1996 Charter Wireless Cable Holdings, L.L.C. ("Charter Holdings") sold its remaining approximate 1,369,809 shares of common stock of Heartland Wireless Communications, Inc. for a net price of approximately $28.00 per share. The Partnership held a limited partnership interest in Charter Holdings and, as such, received a distribution of $5,355,029 from Charter Holdings on that date. In February, 1996, Charter Holdings made an initial sale of approximately 150,000 shares of Heartland stock and distributed approximately $538,000 to Galaxy Cablevision, L.P. A brokerage fee of $160,538 was paid to the Managing General Partner in accordance with the Brokerage Agreement dated March of 1987. 3. NOTES RECEIVABLE 5 In connection with the Cameron Sale, the Partnership held a promissory note in the amount of $200,000 from Galaxy Telecom, Inc., the managing general partner of Galaxy Telecom, L.P., the purchaser of the Cameron Systems (the "Telecom Note"). On May 22, 1996 the Gleasons purchased the Telecom Note from the Partnership . The purchase price for the Telecom Note was equal to the principal plus all accrued interest as of that date totalling $218,000. Galaxy also held the Harron Note, which is a note receivable in the face amount of $1,500,000 from Harron Cablevision of Texas, Inc. ("Harron"). On June 28, 1996, the Partnership received $2,212,500 from Harron for the principle plus interest accrued through that date. 4. DISTRIBUTIONS TO UNITHOLDERS AND GENERAL PARTNERS On May 31, 1996, the Managing General Partner of the Partnership approved a distribution of $3.00 per unit payable on June 10, 1996, to the Unitholders of record as of the close of business on May 31, 1996. This distribution resulted in a payment of $6,426,000 to the Unitholders. 6 PART I. FINANCIAL INFORMATION ITEM 2.--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The Partnership realized expenses in excess of revenues from operations during the first quarter of 1996 and 1995. Such excess expenses incurred were generally anticipated and within amounts accrued for such purposes under accrued expenses and other liabilities and reserve for estimated costs during period of liquidation. Aside from such expenses, no adjustment was made to the reserve for estimated costs during the period of liquidation. The expenses in excess of revenues from operations is unaffected by depreciation and amortization expenses, as such expenses are not recognized under liquidation basis accounting. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 1995, the Partnership had $3,207,319 in cash and cash equivalents deposited primarily in interest-bearing accounts. On March 19, 1996 and May 14, 1996 the Partnership received cash distributions from Charter Holdings of $538,200 and $5,515,567, respectively. The Partnership received note payments plus all accrued interest of $218,000 and $1,747,037 on May 22, 1996 and and June 28, 1996, respectively. During the first six months of 1996 the Partnership also paid some accrued liabilities and expenses. As a result, cash and cash equivalents exceeded total liabilities by $3,045,651. The liquidity needs of the Partnership for the remainder of 1996 are expected to be satisfied by existing cash reserves. The Partnership has in reserve approximately $120,000 as of June 30, 1996 to cover certain costs during the period of liquidation including professional fees, general and administration expenses, contingency reserves and other costs related to dissolution and winding up. DISSOLUTION; WINDING UP Having sold all of its operating assets, the Partnership is now in dissolution. The Managing General Partner is in the process of winding up the Partnership's affairs, and expects to dissolve the Partnership before the end of the year. In connection with the sale of cable television system assets in Texas (the"Austin Systems"), the Partnership agreed to certain indemnification obligations with Time Warner, the purchaser of the Austin Systems, for certain claims, losses, liabilities, 7 damages, liens, penalties, costs and expenses incurred by Time Warner as a result of any breach by Galaxy of any written representation, warranty, agreement or covenant of Galaxy contained in the Austin Purchase Agreement. The Partnership's maximum liability for such breach is $1,200,000. The representations and warranties survive until June 7, 1996, and any claim for indemnification must be made by September 5, 1996. No claim can be made until the total of all such claims exceeds $25,000. The risk of Galaxy being required to pay an indemnification claim is a factor which the Managing General Partner will consider in determining the amount and timing of any future distributions to Unitholders. The Managing General Partner believes that the likelihood of such a claim being brought by Friendship or Time Warner decreases with the passage of time. 8 PART II. OTHER INFORMATION Items 1 through 6 None. 9 SIGNATURES 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 thereunto duly authorized. GALAXY CABLEVISION, L.P. BY: GALAXY CABLEVISION MANAGEMENT, L.P., as Managing General Partner BY: GALAXY CABLEVISION MANAGEMENT, INC., as General Partner Date: August 11, 1996 \s\ Tommy L. Gleason ----------------------- BY: Tommy L. Gleason, Jr. President and Director Date: August 11, 1996 \s\ J. Keith Davidson ----------------------- BY: J. Keith Davidson Chief Financial Officer 10 EX-27 2
5 3-MOS DEC-31-1996 JUN-30-1996 3308419 0 0 0 0 0 0 0 3318419 423306 0 0 0 0 0 423306 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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