<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
served Act of 1934
For the 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: 0-16064
NORTHLAND CABLE PROPERTIES FOUR LIMITED PARTNERSHIP
---------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Washington 75-1998317
----------------------- ---------------------------------
(State of Organization) (IRS Employer Identification No.)
1201 Third Avenue, Suite 3600, Seattle, Washington 98101
-------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(206) 621-1351
----------------------------------------------------
(Registrant's telephone number, including area code)
N/A
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 No X
--- ---
____________________________
This filing contains ____ pages. Exhibits index appears on page __.
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
ITEM 1. Financial Statements
NORTHLAND CABLE PROPERTIES FOUR LIMITED PARTNERSHIP
BALANCE SHEETS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
--------------- ---------------
<S> <C> <C>
ASSETS
Cash $ 637,529 $ 384,304
Accounts receivable 259,525 378,621
Prepaid expenses 169,228 86,313
Property and equipment, net of accumulated
depreciation of $14,439,908 and $13,265,067,
respectively 11,480,061 11,507,245
Intangible assets, net of accumulated
amortization of $1,673,992 and $1,396,035,
respectively 2,383,126 2,717,651
--------------- ---------------
Total assets $14,929,469 $15,074,134
=============== ===============
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued expenses $ 1,504,905 $ 801,634
Due to managing general partner and affiliates 550,283 116,345
Converter deposits 41,436 44,184
Subscriber prepayments 99,136 185,835
Notes payable 19,054,297 19,789,175
--------------- ---------------
Total liabilities 21,250,057 20,937,173
--------------- ---------------
Partners' equity:
General Partners:
Contributed capital, net (51,616) (50,875)
Accumulated deficit (73,552) (69,717)
--------------- ---------------
(125,168) (120,592)
--------------- ---------------
Limited Partners:
Contributed capital, net 1,086,100 1,159,414
Accumulated deficit (7,281,520) (6,901,861)
--------------- ---------------
(6,195,420) (5,742,447)
--------------- ---------------
Total partners' equity (6,320,588) (5,863,039)
--------------- ---------------
Total liabilities and partners' equity $14,929,469 $15,074,134
=============== ===============
</TABLE>
The accompanying note to unaudited financial statements is an integral part of
these statements
2
<PAGE> 3
NORTHLAND CABLE PROPERTIES FOUR LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the nine months ended
September 30,
---------------------------------
1996 1995
--------------- ---------------
<S> <C> <C>
Service revenues $ 6,528,631 $4,593,251
Expenses:
Operating 846,526 594,740
General and administrative (including
$938,168 and $579,730 to affiliates
in 1996 and 1995, respectively) 1,771,377 1,166,740
Programming 1,488,447 957,805
Depreciation and amortization 1,471,086 968,595
--------------- ---------------
5,577,436 3,687,880
--------------- ---------------
Income from operations 951,195 905,371
Other income (expense):
Interest expense (1,336,349) (579,667)
Interest income 4,316 3,469
Loss on disposal of assets (2,655) (4,150)
--------------- ---------------
(1,334,688) (580,348)
--------------- ---------------
Net income (loss) $ (383,493) $ 325,023
=============== ===============
Allocation of net income (loss):
General Partners $ (3,835) $ 3,250
=============== ===============
Limited Partners $ (379,658) $ 321,773
=============== ===============
Net income (loss) per limited partnership unit:
(14,663 units) $ (26) $ 22
=============== ===============
Net income (loss) per $1,000 investment $ (52) $ 44
=============== ===============
</TABLE>
The accompanying note to unaudited financial statements is an integral part of
these statements
3
<PAGE> 4
NORTHLAND CABLE PROPERTIES FOUR LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the three months ended
September 30,
---------------------------------
1996 1995
--------------- ---------------
<S> <C> <C>
Service revenues $2,202,237 $1,604,185
Expenses:
Operating 301,779 219,777
General and administrative (including
$336,325 and $215,957 to affiliates
in 1996 and 1995, respectively) 616,144 420,653
Programming 508,108 337,538
Depreciation and amortization 496,124 259,205
--------------- ---------------
1,922,155 1,237,173
--------------- ---------------
Income from operations 280,082 367,012
Other income (expense):
Interest expense (445,903) (214,580)
Interest income 3,004 1,074
Gain (loss) on disposal of assets (2,655) 90
--------------- ---------------
(445,554) (213,416)
--------------- ---------------
Net income (loss) $ (165,472) $ 153,596
=============== ===============
Allocation of net income (loss):
General Partners $ (1,655) $ 1,536
=============== ===============
Limited Partners $ (163,817) $ 152,060
=============== ===============
Net income (loss) per limited partnership unit:
(14,663 units) $ (11) $ 10
=============== ===============
Net income (loss) per $1,000 investment $ (22) $ 21
=============== ===============
</TABLE>
The accompanying note to unaudited financial statements is an integral part of
these statements
4
<PAGE> 5
NORTHLAND CABLE PROPERTIES FOUR LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the nine months ended
September 30,
---------------------------------
1996 1995
--------------- ---------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (383,493) $ 325,023
Adjustments to reconcile net income (loss) to
cash provided by operating activities:
Depreciation and amortization 1,471,086 968,595
Loss on disposal of assets 2,655 4,425
(Increase) decrease in operating assets:
Accounts receivable 119,096 (14,464)
Prepaid expenses (82,915) (27,613)
Increase (decrease) in operating liabilities
Accounts payable and accrued expenses 703,271 36,379
Due to managing general partner and affiliates 433,938 17,328
Converter deposits (2,748) (22,844)
Subscriber prepayments (86,699) (64,976)
--------------- ---------------
Net cash from operating activities 2,174,191 1,221,853
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (1,022,578) (339,921)
Purchase of cable television systems (268,750) (4,492,254)
--------------- ---------------
Net cash used in investing activities (1,291,328) (4,832,175)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under long term debt, net -- 14,292,255
Net proceeds from seller escrow 71,397 --
Principal payments on borrowings (589,079) (9,840,592)
Distributions to partners (74,056) (222,967)
Loan fees and other costs incurred (37,901) (529,051)
--------------- ---------------
Net cash from (used in) financing activities (629,639) 3,699,645
--------------- ---------------
INCREASE IN CASH 253,224 89,323
CASH, beginning of period 384,304 350,892
--------------- ---------------
CASH, end of period $ 637,528 $ 440,215
=============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $1,026,980 $ 556,915
=============== ===============
</TABLE>
The accompanying note to unaudited financial statements is an integral part of
these statements
5
<PAGE> 6
NORTHLAND CABLE PROPERTIES FOUR LIMITED PARTNERSHIP
NOTE TO UNAUDITED FINANCIAL STATEMENTS
(1) 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 Partnership's financial position at September
30, 1996 and December 31, 1995, its Statements of Operations for the nine and
three months ended September 30, 1996 and 1995, and its Statements of Cash
Flows for the nine months ended September 30, 1996 and 1995. Results of
operations for these periods are not necessarily indicative of results to be
expected for the full year.
6
<PAGE> 7
PART I (continued)
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Revenues totaled $2,202,237 for the three months ended September 30, 1996,
representing an increase of approximately 37% over the same period in 1995. Of
these revenues, $1,689,849 (77%) was derived from basic service charges,
$230,854 (11%) from premium services, $48,309 (2%) from tier services, $50,279
(2%) from installation charges, $46,307 (2%) from service maintenance contracts
and $136,639 (6%) from other sources. The revenue growth is due to increased
advertising revenue, revenue related to the acquired SLT and Brookridge
Systems, as well as revenue generated from inflation based rate increases
placed into effect in October 1995 and August 1996.
As of September 30, 1996, the Partnership's systems served approximately 22,400
basic subscribers, 7,600 premium subscribers and 4,100 tier subscribers.
Operating expenses totaled $301,779 for the three months ended September 30,
1996 representing an increase of approximately 37% over the same period in
1995. The increase is mainly due to higher salary and benefit costs as a
result of cost of living adjustments and expenses related to the acquired SLT
and Brookridge Systems.
General and administrative expenses totaled $616,144 for the three months ended
September 30, 1996, representing an increase of approximately 46% over the same
period in 1995. The increase is attributable to expenses related to the
acquired SLT and Brookridge Systems, higher revenue based expenses, such as
management and franchise fees, and increased salary and benefit costs as a
result of cost of living adjustments.
Programming expenses totaled $508,108 for the three months ended September 30,
1996, representing an increase of approximately 51% over the same period in
1995. The increase is mainly due to higher costs charged by various program
suppliers, new channel launches in various systems, and increased subscribers
as a result of the purchases of the SLT and Brookridge Systems.
Depreciation and amortization expense increased 90% as compared to the same
period in 1995. This is mainly due to depreciation and amortization on plant,
equipment and intangible assets acquired from the purchase of the SLT and
Brookridge Systems. This increase was partially offset as certain assets of
the Partnership were fully depreciated or amortized during 1996.
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<PAGE> 8
Interest expense for the three months ended September 30, 1996 increased
approximately 108% as compared to the same period in 1995. The average bank
debt outstanding increased from $11,611,000 during the third quarter of 1995 to
$19,164,000 during the third quarter of 1996 and the Partnership's effective
interest rate increased from 7.39% in 1995 to 9.31% in 1996. The increase in
outstanding debt was a result of borrowings related to the acquisition of the
SLT and Brookridge Systems.
Liquidity and Capital Resources
The Partnership's primary sources of liquidity are cash flow from operations
and $3,666,594 of unborrowed funds remaining under its $23,000,000 revolving
credit and term loan facility. The availability of unborrowed funds is
dependent on the Partnership's ratio of debt to analyzed operating cash flow.
As of September 30, 1996 the Partnership had access to $1,040,000 of additional
credit. The Partnership expects that rate increases effective August 1, 1996
will increase future borrowing capacity which will be required to complete
currently planned capital improvements. Based on management's analysis, the
Partnership's cash flow from operations is sufficient to cover future operating
costs and debt service requirements.
Under the terms of the Partnership's loan agreement, the Partnership has agreed
to restrictive covenants which require the maintenance of certain ratios
including a maximum ratio of senior debt to annualized operating cash flow of
5.50 to 1.00 and a minimum ratio of annualized cash flow to interest expense of
1.15 to 1.00 As of September 30, 1996 the Partnership was in compliance with
its required financial covenants.
The balance outstanding under the credit facility is $18,995,071. As of the
date of this filing, interest rates on the credit facility were as follows:
$9,800,000 fixed at 8.95% under the terms of an interest rate swap agreement
with the Partnership's lender expiring September 29, 1997; $3,861,665 fixed at
8.99% under the terms of a self-amortizing interest rate swap expiring
September 30, 1997; and $5,300,000 fixed at a Libor rate of 8.56% expiring
November 13, 1996. The balance of $33,406 bears interest at the prime rate
plus 1.75% (currently at 10.00%). The above rates include a margin paid to the
lender based on overall leverage, and may increase or decrease as the
Partnership's leverage fluctuates.
Capital Expenditures
During the third quarter of 1996, the Partnership incurred approximately
$563,000 in capital expenditures, including initial phases of an upgrade of a
portion of the system to 330 MHz and channel additions in the Whitewright, TX
system; line extensions in the Chowchilla, CA and Tyler, TX systems; the
purchase of advertising equipment in the Tyler, TX system; continuation of
phased in fiber upgrades of the distribution plant in the Tyler, TX and New
Caney, TX systems; purchase of a vehicle in the New Caney, TX system and
upgrade of a portion of the system to 450 MHz in the Kaufman, TX system.
8
<PAGE> 9
Planned expenditures for the balance of 1996 will approximate $580,000 and
include continuation of the fiber upgrades of the distribution plant in the
Tyler, TX and New Caney, TX systems; a fiber upgrade of the distribution plant
in the Whitewright, TX system; tier launches in the Chowchilla, CA, Kaufman, TX
and Hillsboro, TX systems; and a vehicle replacement in the Chowchilla, CA
system.
Liquidation Proposal
The limited partners are currently considering a proposal whereby the
Partnership would sell the undivided portion of the systems that is
attributable to their ownership interests in the Partnership at a price which
is based on a valuation of the systems of $32,000,000. If the proposal is
approved, the Partnership will be authorized to enter into an agreement with
Northland or its assigns to sell to Northland the undivided portion of the
systems that is attributable to the collective interest of the limited partners
and administrative general partner and distribute in-kind to Northland the
undivided portion of the systems that is attributable to the managing general
partner. Closing of the sale, if approved, will be subject to certain terms
and conditions, including the availability of sufficient debt financing to
Northland. Closing is expected to occur in January 1997, subsequent to which
the Partnership will be dissolved.
Effects of Regulation
Regulation Overview. The Partnership's business is subject to intensive
regulation at the federal and local levels, and to a lesser degree, at the
state level. The FCC, the principal federal regulatory agency with
jurisdiction over cable television, is responsible for implementing federal
policies such as rate regulation, cable system relations with other
communications media, cross-ownership, signal carriage, equal employment
opportunity and technical performance. Portions of the regulatory framework
that impact the Partnership's operations are summarized below.
The 1996 Act. On February 8, 1996, the Telecommunications Act of 1996 (the
"1996 Act") was enacted which dramatically changed federal telecommunications
laws and the future competitiveness of the telecommunications industry. Many
of the changes called for by the 1996 Act will not take effect until the FCC
issues new regulations which, in some cases, may not be completed for a few
years. Because of this, the full impact of the 1996 Act o the Partnership's
operations cannot be determined at this time. A summary of certain provisions
affecting the Partnership's operations follows:
Regulation of rates other than the basic service tier has been eliminated for
small cable systems served by small companies. Small cable systems are those
having 50,000 or fewer subscribers served by companies with fewer than one
percent of national cable subscribers (approximately 600,000). The Partnership
qualifies as a small company and all of the Partnership's cable systems qualify
as small cable systems. Basic service tier rates remain
9
<PAGE> 10
subject to regulation by the local franchising authority under most
circumstances until effective competition exists. The 1996 Act expands the
definition of effective competition to include the offering of video
programming services directly to subscribers in a franchised area by the local
exchange carrier, its affiliates, or any multichannel video programming
distributor which uses the facilities of the local exchange carrier. No
penetration criteria exists that triggers the presence of effective competition
under these circumstances.
The 1996 Act allows telephone companies to offer video programming directly to
customers in their service areas immediately upon enactment. They may provide
video programming as a cable operator fully subject to the 1996 Act, or a
radio-based multichannel programming distributor not subject to any provisions
of the 1996 Act, or through non-franchised "open video systems" offering
non-discriminatory capacity to unaffiliated programmers, subject to selected
provisions of the 1996 Act.
The 1996 Act also addresses various other aspects of providing cable television
service including prices for equipment, discounting of rates to multiple
dwelling units, lifting of anti-trafficking restrictions, cable-telephone cross
ownership provisions, pole attachment rate formulas, rate uniformity, program
access, scrambling and censoring of public, educational and governmental access
channels and leased access channels.
As of the date of this filing, the Partnership has received notification that
local franchising authorities with jurisdiction over approximately 8% of the
Partnership's subscribers have elected to certify. Based on management's
analysis, the rates charged by these systems are within the maximum rates
allowed under FCC rate regulations.
10
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1 Legal proceedings
None
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, 1996
11
<PAGE> 12
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.
NORTHLAND CABLE PROPERTIES FOUR LIMITED PARTNERSHIP
BY: Northland Communications Corporation,
Managing General Partner
Dated: 11/7/96 BY: /s/ RICHARD I. CLARK
----------------- ------------------------------
Richard I. Clark
(Vice President/Treasurer)
Dated: 11/7/96 BY: /s/ GARY S. JONES
------------------ ------------------------------
Gary S. Jones
(Vice President)
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 637,529
<SECURITIES> 0
<RECEIVABLES> 259,525
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,066,282
<PP&E> 25,919,969
<DEPRECIATION> 14,439,908
<TOTAL-ASSETS> 14,929,469
<CURRENT-LIABILITIES> 2,195,760
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (6,320,588)
<TOTAL-LIABILITY-AND-EQUITY> 14,929,469
<SALES> 0
<TOTAL-REVENUES> 6,528,631
<CGS> 0
<TOTAL-COSTS> 846,526
<OTHER-EXPENSES> 4,730,910
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,336,349
<INCOME-PRETAX> (383,493)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (383,493)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
