<PAGE> 1
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 SEPTEMBER 30,
2000
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 333-43157
NORTHLAND CABLE TELEVISION, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
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<S> <C>
STATE OF WASHINGTON 91-1311836
--------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
</TABLE>
AND SUBSIDIARY GUARANTOR:
NORTHLAND CABLE NEWS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
STATE OF WASHINGTON 91-1638891
--------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
</TABLE>
<TABLE>
<S> <C>
1201 THIRD AVENUE, SUITE 3600
SEATTLE, WASHINGTON 98101
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(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (206) 621-1351
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 [ ]
------------------
This filing contains _____ pages. Exhibits index appears on page _____.
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
ITEM 1. Financial Statements
NORTHLAND CABLE TELEVISION, INC. AND SUBSIDIARY
(A wholly owned subsidiary of Northland Telecommunications Corporation)
CONSOLIDATED CONDENSED BALANCE SHEETS - (Unaudited)
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<CAPTION>
September 30, December 31,
2000 1999
------------- -------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 2,129,631 $ 1,366,050
Due from affiliates 292,132 127,790
Accounts receivable 2,112,003 2,226,257
Prepaid expenses 895,791 514,883
------------- -------------
Total current assets 5,429,557 4,234,980
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Investment in Cable Television Properties:
Property and equipment, net of accumulated
depreciation of $46,510,462 and $40,226,261,
respectively 55,542,912 55,094,450
Franchise agreements, net of accumulated
amortization of $37,540,363 and $29,899,513,
respectively 65,854,417 70,564,567
Goodwill, net of accumulated
amortization of $2,350,216 and $2,220,383,
respectively 4,574,217 4,704,050
Other intangible assets, net of accumulated
amortization of $4,674,329 and $5,706,249,
respectively 5,938,120 7,387,120
------------- -------------
Total investment in cable television properties 131,909,666 137,750,187
------------- -------------
Total assets $ 137,339,223 $ 141,985,167
============= =============
LIABILITIES AND SHAREHOLDER'S DEFICIT
Current Liabilities:
Accounts payable $ 110,260 $ 620,403
Accrued expenses 8,898,867 6,040,163
Converter deposits 123,406 111,703
Subscriber prepayments 1,761,058 1,830,231
Due to affiliates 303,435 48,671
Current portion of notes payable - 3,000,000
------------- -------------
Total current liabilities 11,197,026 11,651,171
Notes payable 178,690,000 172,090,000
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Total liabilities 189,887,026 183,741,171
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Shareholder's Deficit:
Common stock (par value $1.00 per share, authorized
50,000 shares; 10,000 shares issued and outstanding)
and additional paid-in capital 11,560,527 11,560,527
Accumulated deficit (64,108,330) (53,316,531)
------------- -------------
Total shareholder's deficit (52,547,803) (41,756,004)
------------- -------------
Total liabilities and shareholder's deficit $ 137,339,223 $ 141,985,167
============= =============
</TABLE>
The accompanying notes to unaudited financial
statements are an integral part of these statements
<PAGE> 3
NORTHLAND CABLE TELEVISION, INC. AND SUBSIDIARY
(A wholly owned subsidiary of Northland Telecommunications Corporation)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - (Unaudited)
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<CAPTION>
For the nine months ended
September 30,
-------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Revenues:
Service revenues $ 44,913,365 $ 43,434,372
Programming and production revenues from affiliates 313,973 478,860
------------ ------------
Total Revenues 45,227,338 43,913,232
------------ ------------
Expenses:
Cable system operations (including
$211,526 and $188,939, net paid to affiliates
in 2000 and 1999, respectively) 15,546,559 14,486,333
General and administrative (including
$3,764,066 and $3,892,793, net paid to affiliates
in 2000 and 1999, respectively) 7,932,434 7,805,905
Management fees paid to parent 2,256,739 2,161,376
Depreciation and amortization 14,782,302 14,424,547
------------ ------------
Total operating expenses 40,518,034 38,878,161
------------ ------------
Income from operations 4,709,304 5,035,071
Other income (expense):
Interest expense (13,422,670) (13,451,499)
Interest income 134,072 157,655
Loss on disposal of assets (94,425) (572,437)
Other expense (25,136) (28,803)
------------ ------------
(13,408,159) (13,895,084)
------------ ------------
Net loss before extraordinary item (8,698,855) (8,860,013)
Extraordinary item:
Loss on extinguishment of debt, net (2,092,944) --
------------ ------------
Net loss $(10,791,799) $ (8,860,013)
============ ============
</TABLE>
The accompanying notes to unaudited financial
statements are an integral part of these statements
<PAGE> 4
NORTHLAND CABLE TELEVISION, INC. AND SUBSIDIARY
(A wholly owned subsidiary of Northland Telecommunications Corporation)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - (Unaudited)
<TABLE>
<CAPTION>
For the three months ended
September 30,
-------------------------------
2000 1999
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<S> <C> <C>
Revenues:
Service revenues $ 15,127,440 $ 14,646,615
Programming and production revenues from affiliates 104,031 150,874
------------ ------------
Total Revenues 15,231,471 14,797,489
------------ ------------
Expenses:
Cable system operations (including
$69,909 and $69,658, net paid to affiliates
in 2000 and 1999, respectively) 5,269,772 4,771,213
General and administrative (including
$1,151,967 and $1,320,396, net paid to affiliates
in 2000 and 1999, respectively) 2,557,366 2,836,432
Management fees paid to parent 761,367 727,417
Depreciation and amortization 4,974,927 4,827,404
------------ ------------
Total operating expenses 13,563,432 13,162,466
------------ ------------
Income from operations 1,668,039 1,635,023
Other income (expense):
Interest expense (4,535,248) (4,514,464)
Interest income 32,949 47,626
Loss on disposal of assets (41,958) (122,134)
Other expense (6,169) (3,088)
------------ ------------
(4,550,426) (4,592,060)
------------ ------------
Net loss before extraordinary item (2,882,387) (2,957,037)
Extraordinary item:
Loss on extinguishment of debt, net (2,092,944) --
------------ ------------
Net loss $ (4,975,331) $ (2,957,037)
============ ============
</TABLE>
The accompanying notes to unaudited financial
statements are an integral part of these statements
<PAGE> 5
NORTHLAND CABLE TELEVISION, INC. AND SUBSIDIARY
(A wholly owned subsidiary of Northland Telecommunications Corporation)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - (Unaudited)
<TABLE>
<CAPTION>
For the nine months ended
September 30,
-------------------------------
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(10,791,799) $ (8,860,013)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and amortization 14,782,302 14,424,547
Amortization of loan costs 650,194 684,023
Loss on extinguishment of debt 2,092,944 -
Loss on disposal of assets 94,425 572,437
(Increase) decrease in operating assets:
Accounts receivable 114,254 (114,528)
Prepaid expenses (380,908) (325,214)
Due from affiliates (164,342) (121,269)
Increase (decrease) in operating liabilities
Accounts payable and accrued expenses 2,348,561 1,273,239
Due to affiliates 254,764 298,867
Converter deposits 11,703 991
Subscriber prepayments (69,173) (35,926)
------------ ------------
Net cash from operating activities 8,942,925 7,797,154
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of cable systems (3,100,000) -
Investment in cable television properties (6,819,460) (5,008,146)
Proceeds from disposal of assets 35,250 20,935
Franchise fees and other intangibles (77,027) (125,639)
------------ ------------
Net cash used in investing activities (9,961,237) (5,112,850)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 81,790,000 -
Principal payments on borrowings, net (77,955,106) (1,687,500)
Loan fees and other costs incurred (2,053,001) -
------------ ------------
Net cash provided by (used in) financing activities 1,781,893 (1,687,500)
------------ ------------
INCREASE IN CASH 763,581 996,804
CASH, beginning of period 1,366,050 2,750,972
------------ ------------
CASH, end of period $ 2,129,631 $ 3,747,776
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 9,406,959 $ 10,205,334
============ ============
Cash paid during the period for state income taxes $ 25,136 $ 28,803
============ ============
</TABLE>
The accompanying notes to unaudited financial
statements are an integral part of these statements
<PAGE> 6
NORTHLAND CABLE TELEVISION, INC. AND SUBSIDIARY
(A wholly owned subsidiary of Northland Telecommunications Corporation)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(Unaudited)
(1) BASIS OF PRESENTATION:
These unaudited financial statements are being filed in conformity with Rule
10-01 of Regulation S-X regarding interim financial statement disclosure and do
not contain all of the necessary footnote disclosures required for a fair
presentation of the balance sheets, statements of operations and statements of
cash flows in conformity with generally accepted accounting principles. However,
in the opinion of management, this data includes all adjustments, consisting
only of normal recurring accruals, necessary to present fairly the Company's
financial position at September 30, 2000, its statements of operations for the
nine and three months ended September 30, 2000 and 1999 and its statement of
cash flows for the nine months ended September 30, 2000 and 1999. Results of
operations for these periods are not necessarily indicative of results to be
expected for the full year. These financial statements and notes should be read
in conjunction with the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
(2) NORTHLAND CABLE NEWS:
Northland Cable News, Inc. ("NCN"), a wholly owned subsidiary of the Company,
develops and distributes local news, sports and information programming to
Northland Cable Television, Inc. and certain of the Company's affiliates. The
Company's payment obligations under the $100 million of senior notes are fully
and unconditionally, jointly and severally guaranteed on a senior subordinated
basis by NCN. The guarantee of NCN is subordinated to the prior payment in full
of all senior debt of NCN (as of September 30, 2000, NCN had no senior debt
outstanding) and the amounts for which NCN will be liable under the guarantee
issued from time to time with respect to senior debt. Separate financial
statements of NCN have not been presented because management has determined that
they would not be material to financial statement readers. Summary financial
information of NCN is presented below.
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<CAPTION>
THREE MONTH PERIOD ENDED SEPT 30, NINE MONTH PERIOD ENDED SEPT 30,
--------------------------------- --------------------------------
2000 1999 2000 1999
------------ -------------- ------------ -------------
<S> <C> <C> <C> <C>
INCOME STATEMENT
INFORMATION:
Revenues from affiliates $ 194,057 $ 328,652 $ 602,296 $ 1,019,244
Less: intercompany revenue (90,026) (177,778) (288,322) (540,384)
----------- ----------- ----------- -----------
Total revenues 104,031 150,874 313,974 478,860
Operating expenses 161,061 246,519 490,939 745,809
Other, net 6,016 1,436 19,940 19,787
----------- ----------- ----------- -----------
Net loss $ (63,046) $ (97,081) $ (196,905) $ (286,736)
=========== =========== =========== ===========
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<PAGE> 7
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<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
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<S> <C> <C>
BALANCE SHEET
INFORMATION:
Current assets $ 2,235,437 $ 2,141,332
Less: intercompany elimination (2,024,144) (2,032,390)
----------- -----------
Total Assets $ 211,293 $ 108,942
=========== ===========
Current liabilities $ 52,892 $ 50,204
Other liabilities -- --
----------- -----------
Total liabilities $ 52,892 $ 50,204
=========== ===========
</TABLE>
(3) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards (SFAS) No. 133 - In June 1998, the
Financial Accounting Standards Board issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." The statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met. Special accounting for qualifying hedges allows a derivative's gains
and losses to offset related results on the hedged item in the consolidated
statements of operations, and requires that a company must formally document,
designate, and assess the effectiveness of transactions that are subject to
hedge accounting.
Pursuant to SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB No. 133 - an Amendment to
FASB Statement No. 133," the effective date of SFAS No. 133 has been deferred
until fiscal years beginning after January 15, 2000. SFAS No. 133 cannot be
applied retroactively. SFAS No. 133 must be applied to (a) derivative
instruments and (b) certain derivative instruments embedded in hybrid contracts
that were issued, acquired, or substantively modified after December 31, 1998
(and, at the Company's election, before January 1, 1999).
The Company has not yet quantified the impacts of adopting SFAS No. 133 on the
financial statements and has not determined the timing or method of adoption of
SFAS No. 133. However, the statement could increase volatility in earnings and
other comprehensive income.
Staff Accounting Bulletin (SAB) No. 101 - In December 1999, the SEC released SAB
No. 101 "Revenue Recognition in Financial Statements." This bulletin will become
effective for the quarter ended December 31, 2000. This bulletin establishes
more clearly defined revenue recognition criteria, than previously existing
accounting pronouncements, and specifically addresses revenue recognition
requirements for nonrefundable fees, such as installation fees, collected by a
company upon entering into an arrangement with a customer. The Company believes
that the effects of this bulletin will not have a material impact on the
Company's financial position or results of operations.
<PAGE> 8
(4) ACQUISITION OF CABLE SYSTEM
On March 31, 2000, the Company acquired the operating assets and franchise
rights to cable systems serving approximately 1,600 basic subscribers in the
communities of Kingston and Hansville, Washington, located in Kitsap County from
North Star Cable, Inc. The systems were acquired at a purchase price of
$3,100,000 adjusted at closing for the proration of certain revenues and
expenses. Of the total purchase price, North Star Cable, Inc. received
$3,093,046 on March 31, 2000. The acquisition was financed through borrowings
under the Senior Credit Facility.
Pro forma operating results of the Company for the three and nine months ending
September 30, 1999 and the nine months ending September 30, 2000, assuming the
acquisitions described above had been made as of the beginning of the period,
are as follows:
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<CAPTION>
THREE MONTH
PERIOD ENDED
SEPT 30, NINE MONTH PERIOD ENDED SEPT 30,
1999 2000 1999
------------ ------------ ------------
<S> <C> <C> <C>
Service revenues $ 15,000,000 $ 45,400,000 $ 44,400,000
============ ============ ============
Net loss $ (3,100,000) $(10,900,000) $ (9,000,000)
============ ============ ============
</TABLE>
<PAGE> 9
PART I (continued)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
As of September 30, 2000, the Company's cable systems served 125,626 basic
subscribers, 38,419 premium subscribers, 39,613 tier subscribers and passed
approximately 200,320 homes.
Revenues increased approximately $1.35 million or 3.1%, from $43.9 million to
$45.25 million for the nine months ended September 30, 2000. Of these revenues,
approximately $33.1 million (73.1%) was derived from basic service charges,
$3.15 million (7.0%) from premium services, $3.55 million (7.9%) from tier
services, $850,000 (1.9%) from installation charges, $950,000 (2.1%) from
service maintenance contracts, $2.0 million (4.4%) from advertising, and $1.65
million (3.6%) from other sources. The increase in revenues was primarily
attributable to: (i) rate increases implemented in a majority of the Company's
systems; (ii) revenue from the higher penetration of new product tiers; and
(iii) the March 2000 acquisition of cable television systems serving
approximately 1,600 basic subscribers in and around Kingston, WA ("the Kingston
System"). Average monthly revenue per basic subscriber increased $1.73 or 4.5%,
from $38.21 to $39.94 for the nine months ended September 30, 2000. Average
basic revenue per basic subscriber increased $1.49 or 5.4% from $27.75 to $29.24
for the nine months ended September 30, 2000. On a pro forma basis, revenues
would have increased approximately $1.05 million or 2.4% from $44.35 million to
$45.4 million. Average monthly revenue per basic subscriber would have increased
$1.94 or 5.1%, from $38.14 to $40.08 for the nine months ended September 30,
2000.
Cable system operations, which include costs related to programming, technical
personnel, repairs and maintenance and advertising sales, increased
approximately $1.05 million or 7.2%, from $14.50 million to $15.55 million for
the nine months ended September 30, 2000. This increase is primarily
attributable to: (i) annual wage and benefit increases; (ii) higher programming
costs resulting from rate increases by certain programming vendors and the
launch of new programming services in various systems; (iii) higher advertising
sales commissions and agency fee expenses resulting from increases in
advertising revenues; and (iv) expenses associated with the Kingston System
acquisition. On a pro forma basis, operating expenses would have increased
approximately $950,000 or 6.5% from $14.65 million to $15.60 million for the
nine months ended September 30, 2000.
General and administrative expenses, which include on-site office and customer
service personnel costs, customer billing, postage, marketing expenses and
franchise fees, increased approximately $150,000 or 1.9%, from $7.8 million to
$7.95 million for the nine months ended September 30, 2000. This increase is
primarily attributable to: (i) increased franchise fees resulting from various
franchise renewals and increases in revenue as noted previously; (ii) increases
in property tax expense due to higher assessments in property values; (iii)
expenses
<PAGE> 10
associated with the Kingston System acquisition; offset by decreases in
administrative salaries. On a pro forma basis, general and administrative
expenses for the nine months ended September 30, 2000, would have remained
consistent with the same period in 1999.
Management fee increases for the nine months ended September 30, 2000, are
directly attributable to the aforementioned revenue increases. Management fees
are calculated at 5.0% of gross revenues.
Depreciation and amortization expenses increased approximately $400,000 or 2.8%,
from $14.4 million to $14.8 million for the nine months ended September 30,
2000. Such increase is attributable to depreciation of recent equipment
purchases in upgrading plant & equipment.
Interest expense for the nine months ended September 30, 2000, remained
consistent with the same period in 1999. Average outstanding indebtedness
decreased from $176.8 million during the first nine months in 1999 to $176.7
million during the same period in 2000, and the Company's effective interest
rate increased from 9.63% in 1999 to 9.64% in 2000.
Net loss on extinguishment of debt of approximately $2.1 million for the nine
months ended September 30, 2000, consisted substantially of a loss of
approximately $2.35 million on the write-off of loan fees resulting from the
refinance of the Company's senior bank indebtedness offset by a gain of
approximately $250,000 on the termination of certain interest rate swap
agreements.
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Revenues increased approximately $450,000 or 3.0%, from $14.8 million to $15.25
million for the three months ended September 30, 2000. Of these revenues,
approximately $11.10 million (72.8%) was derived from basic service charges,
$1.05 million (6.9%) from premium services, $1.2 million (7.9%) from tier
services, $350,000 (2.3%) from installation charges, $300,000 (1.9%) from
service maintenance contracts, $700,000 (4.6%) from advertising, and $550,000
(3.6%) from other sources. The increase in revenues was primarily attributable
to: (i) rate increases implemented in a majority of the Company's systems; (ii)
revenue from the higher penetration of new product tiers; and (iii) the March
2000 acquisition of the Kingston System. Average monthly revenue per basic
subscriber increased $1.46 or 3.7%, from $39.06 to $40.52 for the three months
ended September 30, 2000. Average basic revenue per basic subscriber increased
$1.44 or 5.1% from $28.12 to $29.56 for the three months ended September 30,
2000. On a pro forma basis, revenues would have increased approximately $300,000
or 2.0% from $14.95 million to $15.25 million. Average monthly revenue per basic
subscriber would have increased $1.55 or 4.0%, from $38.97 to $40.52 for the
three months ended September 30, 2000.
Cable system operations, which include costs related to programming, technical
personnel, repairs and maintenance and advertising sales, increased
approximately $550,000 or 11.6%, from $4.75 million to $5.3 million for the
three months ended September 30, 2000. This increase is primarily attributable
to: (i) annual wage and benefit increases; (ii) higher programming costs
resulting from rate increases by certain programming vendors and the launch of
new programming services in various systems; (iii) higher advertising sales
commissions and agency fee expenses resulting from increases in advertising
revenues; and (iv) expenses associated with the Kingston System acquisition. On
a pro forma basis, operating expenses would have increased approximately
$450,000 or 9.3% from $4.85 million to $5.3 million for the three months ended
September 30, 2000.
General and administrative expenses, which include on-site office and customer
service personnel costs, customer billing, postage, marketing expenses and
franchise fees, decreased approximately $300,000 or 10.5%, from $2.85 million to
$2.55 million for the three months
<PAGE> 11
ended September 30, 2000. This decrease is primarily attributable to reductions
in administrative salaries offset by: (i) increased franchise fees resulting
from various franchise renewals and increases in revenue as noted previously;
(ii) increases in property tax expense due to higher assessments in property
values; and (iii) expenses associated with the Kingston System acquisition. On a
pro forma basis, general and administrative expenses would have decreased
approximately $300,000 or 10.5% from $2.85 million to $2.55 million for the
three months ended September 30, 2000.
Management fee increases for the three months ended September 30, 2000, are
directly attributable to the aforementioned revenue increases. Management fees
are calculated at 5.0% of gross revenues.
Earnings before charges for interest, taxes, depreciation and amortization
("EBITDA") increased approximately $200,000 or 3.1%, from $6.45 million to $6.65
million for the three months ended September 30, 2000. The increase in EBITDA
was attributable primarily to the aforementioned increases in revenues. EBITDA
as a percentage of revenues ("EBITDA Margin") decreased from 43.7% to 43.6% for
the three months ended September 30, 2000. This decrease in EBITDA margin was
attributable to the increases in programming expenses of approximately 17%
offset by reductions in administrative expenses of approximately 10.5%, while
revenues increased 3.0% for the three months ended September 30, 2000. On a pro
forma basis, EBITDA would have increased approximately $150,000 or 2.3%, from
$6.5 million to $6.65 million for the three months ended September 30, 2000.
Industry analysts generally consider EBITDA to be an appropriate measure of the
performance of multi-channel television operations. EBITDA is not presented in
accordance with generally accepted accounting principles and should not be
considered an alternative to, or more meaningful than, operating income or
operating cash flow as an indication of the Company's operating performance.
Depreciation and amortization expenses increased approximately $100,000 or 2.1%,
from $4.85 million to $4.95 million for the three months ended September 30,
2000. Such increase is attributable to depreciation of recent equipment
purchases in upgrading plant and equipment.
Interest expense for the three months ended September 30, 2000 increased
approximately $50,000 or 1.2% over the same period in 1999. Average outstanding
indebtedness increased from $176.2 million during the first nine months in 1999
to $177.7 million during the same period in 2000, and the Company's effective
interest rate increased from 9.73% in 1999 to 9.78% in 2000.
Net loss on extinguishment of debt of approximately $2.1 million for the three
months ended September 30, 2000, consisted substantially of a loss of
approximately $2.35 million on the write-off of loan fees resulting from the
refinance of the Company's senior bank indebtedness offset by a gain of
approximately $250,000 on the termination of certain interest rate swap
agreements.
LIQUIDITY AND CAPITAL RESOURCES
The cable television business generally requires substantial capital for the
construction, expansion and maintenance of the signal distribution system. In
addition, the Company has pursued, and intends to pursue, a business strategy
which includes selective acquisitions. The Company has financed these
expenditures through a combination of cash flow from operations, borrowings
under the revolving credit and term loan facility provided by a variety of banks
and the issuance of senior subordinated notes. The Company's debt service
obligations for the year ended December 31, 2000 are expected to be
approximately $17.8 million. The Company anticipates that cash flow from
operations will be sufficient to service its debt through December 31, 2000. The
Company's debt service obligations for the year ended December 31, 2001 are
anticipated to be approximately $19.5 million. The Company believes that cash
flow from operations will be adequate to meet the Company's long-term liquidity
requirements, excluding acquisitions and certain levels of capital expenditures,
prior to the maturity of its long-term indebtedness.
Net cash provided by operating activities was $8.9 million for the nine months
ended September 30, 2000. Adjustments to the $10.8 million net loss for the
period to reconcile to net cash provided by operating activities consisted
primarily of $15.45 million of depreciation and amortization, $2.1 million loss
on refinance of notes payable and increases in operating liabilities of $2.55
million.
Net cash used in investing activities was $9.95 million for the nine months
ended September 30, 2000, and consisted of $3.1 million used in the acquisition
of the Kingston System and approximately $6.8 million in capital expenditures.
<PAGE> 12
Net cash provided by financing activities was approximately $1.8 million for the
nine months ended September 30, 2000. The Company had $3.1 million in borrowings
of long term debt to finance the Kingston, Washington acquisition and made
approximately $1.5 million of principal payments on notes payable. The Company
received approximately $78.7 million from the refinance of its senior credit
facility and used the proceeds to: (i) repay approximately $76.7 million in
amounts outstanding under its old senior credit facility; and (ii) pay loan fees
and expenses incurred in the refinance of approximately $2 million.
Net cash provided by operating activities was $7.8 million for the nine months
ended September 30, 1999. Adjustments to the $8.85 million net loss for the
period to reconcile to net cash provided by operating activities consisted
primarily of $15.1 million of depreciation and amortization, and increases in
operating liabilities of $1.55 million.
Net cash used in investing activities was $5.1 million for the nine months ended
September 30, 1999, and substantially consisted of $5.0 million in capital
expenditures.
Net cash used by financing activities was approximately $1.7 million for the
nine months ended September 30, 1999. The Company made $1.7 million in principal
payments on notes payable.
On August 14, 2000, the Company refinanced its existing senior bank indebtedness
(the "Revised Senior Credit Facility"). The Revised Senior Credit Facility
establishes a 364-day revolving credit / term-out loan facility in the aggregate
principal amount of $35 million, a seven-year revolving credit loan in the
aggregate principal amount of $40 million, and a seven-year term loan in the
aggregate principal amount of $35 million. Amounts outstanding under the Revised
Senior Credit Facility mature on June 30, 2007. The proceeds of the Revised
Senior Credit Facility will be used to repay existing senior bank indebtedness,
finance future acquisitions, finance capital expenditures, provide working
capital and for other general corporate purposes.
At the company's election, the interest rate per annum applicable to the Revised
Senior Credit Facility is a fluctuating rate of interest measured by reference
to either: (i) the U.S. dollar prime
<PAGE> 13
commercial lending rate announced by the administrative agent of the lending
group, plus a borrowing margin ("Base Rate"); or (ii) the London interbank
offered rate ("LIBOR"), plus a borrowing margin. The applicable borrowing
margins vary, based upon the Company's leverage ratio, from 1.25% to 2.75% for
LIBOR loans and from 0.25% to 1.75% for Base Rate loans.
The Revised Senior Credit Facility contains a number of covenants which, among
other things, require the Company to comply with specified financial ratios and
tests, including continuing maintenance, as tested on a quarterly basis, of: (A)
a Total Leverage Ratio (the ratio of Total Debt to Annualized Operating Cash
Flow (as defined)) of not more than 6.75 to 1.00 initially, decreasing over time
to 4.50 to 1.00; (B) a Senior Leverage Ratio (the ratio of Total Debt (excluding
existing and/or future Senior Subordinated Notes) to Annualized Operating Cash
Flow) of not more than 3.50 to 1.00 initially, decreasing over time to 3.00 to
1.00; (C) a Interest Coverage Ratio (the ratio of Operating Cash Flow (as
defined) to Total Cash Interest Expense) of not more less 1.40 to 1.00
initially, increasing over time to 2.00 to 1.00; (D) a Pro Forma Debt Service
Ratio (the ratio of the Company's Operating Cash Flow (as defined) to the
Company's debt service obligations for the following twelve months) of 1.25 to
1.00; (E) a Capital Expenditure Limitation of not more than $14 million, $15
million, and $12.5 million, respectively, in 2000, 2001 and 2002; and (F)
beginning March 31, 2003, a Fixed Charge Coverage Ratio (the ratio of Operating
Cash Flow to Fixed Charges (as defined)) of 1.05 to 1.00. As of the date of this
filing, the Company was in compliance with the covenants of the Revised Senior
Credit Facility.
As of the date of this filing, approximately $78.7 million was outstanding under
the Revised Senior Credit Facility. During the third quarter of 2000 the Company
entered into new fixed rate agreements. As of the date of this filing, interest
rates on the credit facility were as follows: $20 million fixed at 9.62% under
the terms of an interest rate swap agreement with the Company's lender expiring
August 17, 2002; $40 million at a LIBOR based rate of 9.44% expiring November
20, 2000; $15 million at a LIBOR based rate of 9.44% expiring November 20, 2000;
and $3.7 million at a LIBOR based rate of 9.44% expiring November 20, 2000. The
above rates include a margin paid to the lender based on overall leverage and
may increase or decrease as the Company's overall leverage fluctuates.
CAPITAL EXPENDITURES
For the three months ended September 30, 2000, the Company incurred capital
expenditures of approximately $2.6 million. Capital expenditures included: (i)
expansion and improvements of cable properties; (ii) digital programming
launches; (iii) additions to plant and equipment; and (iv) line drops,
extensions and installations of cable plant facilities.
The Company plans to invest approximately $4.8 million in capital expenditures
for the remainder of 2000 and approximately $12.5 million in 2001. This
represents anticipated expenditures for upgrading and rebuilding certain
distribution facilities, new product launches including digital programming,
extensions of distribution facilities to add new subscribers and general
maintenance. To fund planned 2000 capital expenditures aggregating $11.6 million
the Company plans to utilize approximately $7.7 million of cash flow from
operations and borrow approximately $3.9 million from its Revised Senior Credit
Facility.
<PAGE> 14
Cautionary statement for purposes of the "Safe Harbor" provisions of the Private
Litigation Reform Act of 1995. Statements contained or incorporated by reference
in this document that are not based on historical fact are "forward-looking
statements" within the meaning of the Private Securities Reform Act of 1995.
Forward-looking statements may be identified by use of forward-looking
terminology such as "believe", "intends", "may", "will", "expect", "estimate",
"anticipate", "continue", or similar terms, variations of those terms or the
negative of those terms.
<PAGE> 15
PART II - OTHER INFORMATION
ITEM 1 Legal proceedings
The Company is a party to ordinary and routine litigation proceedings that are
incidental to the Company's business. Management believes that the outcome of
all pending legal proceedings will not, individually or in the aggregate, have a
material adverse effect on the Company, its financial condition, prospects and
debt service ability.
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
(a) Exhibit index
27.0 Financial Data Schedule
(b) No reports on Form 8-K have been filed during the quarter ended September
30, 2000.
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Northland Cable Television, Inc. and Subsidiary
<TABLE>
<CAPTION>
SIGNATURES CAPACITIES DATE
---------- ---------- ----
<S> <C> <C>
/s/ Richard I. Clark Director, Vice President, Treasurer and
------------------------------- --------
Richard I. Clark Assistant Secretary
/s/ Gary S. Jones Vice President and Chief Financial
----------------------------- --------
Gary S. Jones Officer
</TABLE>
