<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 period ended MARCH 31, 1997
-----------------------------------
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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Commission File Number: 0-16065
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NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
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(Exact Name of Registrant as Specified in Charter)
Washington 91-1302403
- --------------------------------------------------------------------------------
(State of Organization) (I.R.S. Employer Identification No.)
1201 Third Avenue, Suite 3600, Seattle, Washington 98101
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(206) 621-1351
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(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 X No
---- ----
- ------------------------
This filing contains ____ pages. Exhibits index appears on page _____.
<PAGE> 2
PART 1 -- FINANCIAL INFORMATION
ITEM 1. Financial Statements
NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------ ------------
ASSETS
<S> <C> <C>
Cash $ 764,432 $ 414,811
Accounts receivable 370,081 483,208
Insurance receivable 126,000 126,000
Prepaid expenses 141,600 61,985
Property and equipment, net of accumulated
depreciation of $13,461,288 and $13,074,555,
respectively 9,588,874 9,847,499
Intangible assets, net of accumulated
amortization of $2,627,414 and $2,417,270,
respectively 5,545,263 5,749,774
------------ ------------
Total assets $ 16,536,250 $ 16,683,277
============ ============
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued expenses $ 1,030,011 $ 816,707
Due to managing general partner and affiliates 328,133 276,161
Converter deposits 20,137 21,602
Subscriber prepayments 156,210 231,419
Notes payable 20,556,961 20,819,461
------------ ------------
Total liabilities 22,091,452 22,165,350
------------ ------------
Partners' equity:
General Partners:
Contributed capital, net (56,075) (56,075)
Accumulated deficit (101,404) (100,673)
------------ ------------
(157,479) (156,748)
------------ ------------
Limited Partners:
Contributed capital, net 593,327 593,327
Accumulated deficit (5,991,050) (5,918,652)
------------ ------------
(5,397,723) (5,325,325)
------------ ------------
Total partners' equity (5,555,202) (5,482,073)
------------ ------------
Total liabilities and partners' equity $ 16,536,250 $ 16,683,277
============ ============
</TABLE>
The accompanying note to unaudited financial statements is an integral
part of these statements
2
<PAGE> 3
NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the three months ended March 31,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
CABLE TELEVISION OPERATIONS:
Service revenues $ 2,238,220 $ 2,172,961
Expenses:
Operating 195,247 200,972
General and administrative (including
$353,378 and $311,605 to affiliates
in 1997 and 1996, respectively) 514,259 535,935
Programming 605,806 551,628
Depreciation and amortization 577,043 570,082
----------- -----------
Income from cable television operations 345,865 314,344
----------- -----------
RADIO STATION OPERATIONS:
Broadcast revenues 77,329 74,903
Operating expenses 642 1,473
Administrative expenses 26,356 26,210
Programming expenses 36,740 43,967
Depreciation and amortization 14,201 12,775
----------- -----------
Loss from radio station operations (610) (9,522)
----------- -----------
Income from operations 345,255 304,822
Other income (expense):
Interest expense (419,594) (434,025)
Interest income 1,160 1,071
Other income 50 2,095
----------- -----------
(418,384) (430,859)
----------- -----------
Loss before income taxes (73,129) (126,037)
----------- -----------
Income tax expense (benefit) -- --
----------- -----------
Net loss $ (73,129) (126,037)
=========== ===========
Allocation of net loss:
General Partners $ (731) $ (1,260)
=========== ===========
Limited Partners $ (72,398) $ (124,777)
=========== ===========
Net loss per limited partnership unit:
(14,739 units) $ (5) $ (8)
=========== ===========
Net loss per $1,000 investment $ (10) $ (17)
=========== ===========
</TABLE>
The accompanying note to unaudited financial statements
is an integral part of these statements
3
<PAGE> 4
NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the three months ended March 31,
------------------------
1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (73,129) $(126,037)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and amortization 591,244 582,857
(Increase) decrease in operating assets:
Accounts receivable 113,127 (81,985)
Prepaid expenses (79,615) (75,031)
Increase (decrease) in operating liabilities
Accounts payable and accrued expenses 213,304 574,982
Due to managing general partner and affiliates 51,972 (113,230)
Converter deposits (1,465) (1,104)
Subscriber prepayments (75,209) 64,820
--------- ---------
Net cash from operating activities 740,229 825,272
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (128,108) (124,655)
--------- ---------
Net cash used in investing activities (128,108) (124,655)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on borrowings (262,500) (187,075)
Distributions to partners -- (37,220)
Loan fees and other costs incurred -- (21,015)
--------- ---------
Net cash used in financing activities (262,500) (245,310)
--------- ---------
INCREASE IN CASH 349,621 455,307
CASH, beginning of period 414,811 241,713
--------- ---------
CASH, end of period $ 764,432 $ 697,020
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 94,308 $ 385
========= =========
</TABLE>
The accompanying note to unaudited financial statements is an integral
part of these statements
4
<PAGE> 5
NORTHLAND CABLE PROPERTIES FIVE 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 March 31, 1997 and December 31, 1996, its Statements of
Operations for the three months ended March 31, 1997 and 1996, and its
Statements of Cash Flows for the three months ended March 31, 1997 and 1996.
Results of operations for these periods are not necessarily indicative of
results to be expected for the full year.
5
<PAGE> 6
PART I (continued)
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
Cable television revenues totaled $2,238,220 for the three months ended March
31, 1997, representing an increase of approximately 3% over the same period in
1996. Of these revenues, $1,578,082 (71%) was derived from basic service
charges, $225,560 (10%) from premium services, $219,433 (10%) from tier
services, $36,683 (2%) from installation charges, $40,367 (2%) from service
maintenance contracts and $138,095 (5%) from other sources. The growth in
revenue is mainly attributable to rate increases placed into effect the latter
part of 1996.
As of March 31, 1997, the Partnership's systems served approximately 22,600
basic subscribers, 8,400 premium subscribers and 9,800 tier subscribers.
Cable television operating expenses totaled $195,247 for the three months ended
March 31, 1997, a decrease of approximately 3% over the same period in 1996.
This is mainly due to reduced personnel costs as well as lower operating expense
allocations from affiliates.
Cable television general and administrative expenses totaled $514,259 for the
three months ended March 31, 1997, representing a decrease of approximately 4%
over the same period in 1996. This is mainly due to reduced expenses related to
personnel as well as lower administrative expense allocations from affiliates.
Cable television programming expenses totaled $605,806 for the three months
ended March 31, 1997, reflecting an increase of approximately 10% over the same
period in 1996. This is mainly due to higher costs charged by program suppliers
and additional salary and benefit costs related to local programming and
advertising support.
The radio station operations for the quarter ended March 31, 1997 included
revenues of $77,329 derived primarily from advertising sales. Radio operation
expenses are primarily comprised of programming and salary and benefit costs.
Depreciation and amortization expense increased approximately 2% as compared to
the same period in 1996. This is mainly due to depreciation and amortization on
plant, equipment and intangible assets placed into service during 1996 offset by
assets becoming fully depreciated during the first quarter of 1997.
Interest expense for the three months ended March 31, 1997 decreased
approximately 3% as compared to the same period in 1996. The average bank debt
outstanding decreased from $21,370,000 during the first quarter of 1996 to
$20,545,000 during the first quarter of 1997 due to required principal payments
being made. The Partnership's effective interest rate increased from
approximately 8.12% during the first quarter of 1996 to 8.17% during the first
quarter of 1997.
6
<PAGE> 7
Liquidity and Capital Resources
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 and a minimum ratio of annual operating cash flow to fixed charges of
1.15 to 1. As of March 31, 1997 the Partnership was not in compliance with its
annual operating cash flow to fixed charge ratio. The Partnership is currently
negotiating with its lender to amend or waive this requirement for the first
quarter of 1997.
The Partnership's primary source of liquidity is cash flow provided from
operations. Based on management's analysis, the Partnership's cash flow from
operations is sufficient to cover future operating costs, debt service and
planned capital expenditures.
The balance outstanding under the credit facility is $20,544,054. As of the date
of this filing, interest rates on the credit facility were as follows:
$15,612,500 fixed at 7.995% under the terms of an amortizing interest rate swap
agreement expiring December 8, 1997; and $4,700,000 fixed at 8.285% under the
terms of an interest rate swap agreement expiring July 10, 1997. The balance of
$231,554 bears interest at the prime rate plus 1 3/8% (currently 9.875%). The
above rates include a margin paid to the lender based on overall leverage, and
may decrease if the Partnership's leverage decreases.
Capital Expenditures
During the first quarter of 1997, the Partnership incurred approximately
$128,000 in capital expenditures including vehicle replacements in the
Corsicana, TX and Forest City, NC systems, equipment necessary for channel
additions in Forest City, NC and a tap audit in the Corsicana, TX system.
Planned expenditures for the balance of 1997 include construction of a fiber
optic backbone in Cedar Creek, TX; channel additions in Lamesa, TX; trunk
upgrade to 400 MHz and tap audit in the Ellenboro, NC portion of the Forest
City, NC system; construction of a new office building in Corsicana, TX and line
extensions in various systems.
7
<PAGE> 8
Effects of Regulation
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:
Cable Programming Service Tier Regulation. FCC regulation of rates for cable
programming service tiers has been eliminated for small cable systems owned by
small companies. Small cable systems are those having 50,000 or fewer
subscribers which are owned by companies with fewer than 1% of national cable
subscribers (approximately 600,000). The Partnership qualifies as a small cable
company and all of the Partnership's cable systems qualify as small cable
systems. Basic tier rates remain subject to regulations 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 served
by a local telephone exchange carrier, its affiliates or any multichannel video
programming distributor which uses the facilities of the local exchange carrier.
The FCC has not yet determined the penetration criteria that will trigger the
presence of effective competition under these circumstances.
Telephone Companies. 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 any provisions of 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.
Although Management's opinion is that the probability of competition from telcos
in rural areas is unlikely in the near future, there are no assurances such
competition will not materialize.
The 1996 Act encompasses 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 PEG and leased access channels.
As of the date of this filing, no local franchising authorities have elected to
certify and no requests for rate justifications have been received by the
Partnership.
8
<PAGE> 9
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 March 31,
1997.
9
<PAGE> 10
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 FIVE LIMITED PARTNERSHIP
BY: Northland Communications Corporation,
Managing General Partner
Dated: BY: /s/ RICHARD I. CLARK
---------- ----------------------------
Richard I. Clark
(Vice President/Treasurer)
Dated: BY: /s/ GARY S. JONES
----------- ---------------------
Gary S. Jones
(Vice President)
10
<PAGE> 11
EXHIBIT INDEX
Exhibit No.
- -----------
27.0 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 764,432
<SECURITIES> 0
<RECEIVABLES> 496,081
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,402,113
<PP&E> 23,050,162
<DEPRECIATION> 13,461,288
<TOTAL-ASSETS> 16,536,250
<CURRENT-LIABILITIES> 1,534,491
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (5,555,202)
<TOTAL-LIABILITY-AND-EQUITY> 16,536,250
<SALES> 0
<TOTAL-REVENUES> 2,315,549
<CGS> 0
<TOTAL-COSTS> 195,889
<OTHER-EXPENSES> 1,774,405
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 419,594
<INCOME-PRETAX> (73,129)
<INCOME-TAX> 0
<INCOME-CONTINUING> (73,129)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (73,129)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
