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 September 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 November 1, 1996 - 2,142,000 GALAXY CABLEVISION, L.P. FORM 10-Q FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 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 ......................................................6 PART II. Other Information ..............................................7 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 September 30, 1996 December 31, 1995 ------------------ ----------------- (unaudited) CASH AND CASH EQUIVALENTS $3,334,966 $1,435,941 OTHER CURRENT ASSETS 787,092 ESCROW DEPOSITS 101,100 INVESTMENT IN AFFILIATE(Note 2) 3,800,000 NOTES RECEIVABLE Note 3) 1,747,037 ---------- ---------- TOTAL ASSETS 3,334,966 7,871,170 ---------- ---------- ACCRUED EXPENSES AND OTHER LIABILITIES 94,620 75,805 DUE TO AFFILIATES-NET 71,478 77,481 RESERVE FOR ESTIMATED COSTS DURING PERIOD OF LIQUIDATION 427,108 500,000 TOTAL LIABILITIES 593,206 653,286 ---------- ---------- NET ASSETS IN PROCESS OF LIQUIDATION $2,741,760 $7,217,884 ========== ========== See notes to financial statements. 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 and nine months ended September 30, September 30, 1996 1995 1996 1995 ---- ---- ---- ---- Net Assets in Process of Liquidation, Beginning of Period $ 2,885,113 $ 6,674,789 $ 7,217,884 $ 8,338,425 Expenses in Excess of Revenues from Operations (969) (684,238) Increase (Decrease) in Valuation of Investment of Affiliate 800,000 2,093,229 1,300,000 Distributions Paid (Note 4) (6,426,000) Reduction (Increase) in Reserve for Estimated Costs During Period of Liquidation (143,353) 969 (143,353) 684,238 ----------- ----------- ----------- ----------- Net Assets in Process of Liquidation End of Period $ 2,741,760 $ 7,474,789 $ 2,741,760 $ 7,474,789 =========== =========== =========== =========== <FN> See notes to financial statements. </FN> 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 September 30, 1996 and December 31, 1995 and the statements of changes in net assets in process of liquidation for the three and nine months ended September 30, 1996 and September 30, 1995 have been prepared on a liquidation basis. Assets have been presented at net realizable value and liabilities have been presented at settlement amounts. 2. DISTRIBUTIONS TO UNITHOLDERS AND GENERAL PARTNERS On November 5, 1996, the Galaxy Cablevision Management, L.P. as the Managing General Partner of the Partnership (the "Manager") approved a distribution of $1.28 per unit to the Unitholders of record as of the close of business on November 5, 1996. This distribution will result in a payment of $2,741,760 to the Unitholders. This distribution will be paid during the week of the 18th of November. This represents the final liquidating distribution to the Unitholders. 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 nine months of 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. An adjustment was made to increase the reserve for estimated costs during the period of liquidation during the third quarter of 1996 in the amount $143,353. LIQUIDITY AND CAPITAL RESOURCES As of September 30, 1995, the Partnership had $3,334,966 in deposited primarily in interest-bearing accounts. Cash and cash equivalents exceeded total liabilities by $2,741,760. These remaining liabilities of the Partnership were subsequently paid during October of 1996. WINDING UP Having sold all of its operating assets, the Partnership is now in the process of dissolution and winding up. All liabilities were paid and provisions made for conditional, contingent and unmatured claims as of November 5, 1996 and, as a result, Manager approved the liquidation and termination of the Partnership on November 6, 1996. All future claims , including conditional, contingent and unmatured claims against the partnership have been assumed by Galaxy Cablevision Management, Inc., a general partner of the Manager. PART II. OTHER INFORMATION Items 1 through 6 None. 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: November 13, 1996 \s\ Tommy L. Gleason -------------------- BY: Tommy L. Gleason, Jr. President and Director Date: November 13, 1996 \s\ J. Keith Davidson ---------------------- BY: J. Keith Davidson Chief Financial Officer