<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 JUNE 30, 1998
---------------------------
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: 0-16065
---------------------------
NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(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
BALANCE SHEETS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Cash $ 787,544 $ 236,449
Accounts receivable 378,862 427,836
Prepaid expenses 175,710 129,716
Property and equipment, net of accumulated
depreciation of $6,574,606 and $5,868,755,
respectively 9,321,401 9,641,861
Intangible assets, net of accumulated
amortization of $2,816,314 and $3,186,539,
respectively 4,565,762 4,942,877
------------ ------------
Total assets $ 15,229,279 $ 15,378,739
============ ============
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued expenses $ 1,202,528 $ 721,740
Due to managing general partner and affiliates 273,542 48,484
Converter deposits 16,154 17,578
Subscriber prepayments 170,143 253,927
Notes payable 19,404,766 20,154,766
------------ ------------
Total liabilities 21,067,133 21,196,495
------------ ------------
Partners' equity:
General Partners:
Contributed capital, net (56,075) (56,075)
Accumulated deficit (104,211) (104,010)
------------ ------------
(160,286) (160,085)
------------ ------------
Limited Partners:
Contributed capital, net 591,327 591,327
Accumulated deficit (6,268,895) (6,248,998)
------------ ------------
(5,677,568) (5,657,671)
------------ ------------
Total partners' equity (5,837,854) (5,817,756)
------------ ------------
Total liabilities and partners' equity $ 15,229,279 $ 15,378,739
============ ============
</TABLE>
The accompanying notes to unaudited financial statements are an integral part of
these statements
2
<PAGE> 3
NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the six months ended June 30,
---------------------------------
1998 1997
----------- -----------
<S> <C> <C>
Service revenues $ 4,959,668 $ 4,674,618
Expenses:
Operating 381,110 414,883
General and administrative (including
$749,036 and $723,238 to affiliates
in 1998 and 1997, respectively) 1,160,093 1,154,177
Programming 1,360,624 1,284,200
Depreciation and amortization 1,124,114 1,105,189
----------- -----------
4,025,941 3,958,449
----------- -----------
Income from operations 933,727 716,169
Other income (expense):
Interest expense (832,098) (840,267)
Interest income 5,006 4,633
Other income -- 50
Gain/loss on sale of assets (125,720) --
----------- -----------
(952,812) (835,584)
----------- -----------
Net income before taxes (19,085) (119,415)
----------- -----------
Income taxes (1,013) --
----------- -----------
Net income $ (20,098) $ (119,415)
=========== ===========
Allocation of net income:
General Partners $ (201) $ (1,194)
=========== ===========
Limited Partners $ (19,897) $ (118,221)
=========== ===========
Net income per limited partnership unit:
(14,735 units) $ (1) $ (8)
=========== ===========
Net income per $1,000 investment $ (3) $ (16)
=========== ===========
</TABLE>
The accompanying notes to unaudited financial statements are an integral part of
these statements
3
<PAGE> 4
NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the three months ended June 30,
-------------------------------------
1998 1997
------------ ------------
<S> <C> <C>
Service revenues $ 2,525,750 $ 2,359,069
Expenses:
Operating 191,043 218,995
General and administrative (including
$394,051 and $365,823 to affiliates
in 1998 and 1997, respectively) 591,630 613,562
Programming 677,664 641,654
Depreciation and amortization 560,981 513,945
------------ ------------
2,021,318 1,988,156
------------ ------------
Income from operations 504,432 370,913
Other income (expense):
Interest expense (401,848) (420,673)
Interest income 3,007 3,473
Other income -- --
Gain/loss on sale of assets 10,832 --
------------ ------------
(388,009) (417,200)
------------ ------------
Net income before taxes 116,423 (46,287)
------------ ------------
Income taxes (1,013) --
------------ ------------
Net income $ 115,410 $ (46,287)
============ ============
Allocation of net income
General Partners $ 1,154 $ (463)
============ ============
Limited Partners $ 114,256 $ (45,824)
============ ============
Net income per limited partnership unit:
(14,735 units) $ 8 $ (3)
============ ============
Net income per $1,000 investment $ 16 $ (6)
============ ============
</TABLE>
The accompanying notes to unaudited financial statements are an integral part of
these statements
4
<PAGE> 5
NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the six months ended June 30,
----------------------------------
1998 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ (20,098) $ (119,415)
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization 1,124,114 1,105,189
(Increase) decrease in operating assets:
(Gain)Loss on sale of assets 125,720 --
Accounts receivable 48,974 (13,796)
Insurance receivable -- 126,000
Prepaid expenses (45,994) (3,637)
Increase (decrease) in operating liabilities
Accounts payable and accrued expenses 480,788 293,206
Due to managing general partner and affiliates 225,058 53,188
Converter deposits (1,424) (2,464)
Subscriber prepayments (83,784) (79,479)
------------ ------------
Net cash from operating activities 1,853,354 1,358,792
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (518,341) (431,697)
------------ ------------
Net cash used in investing activities (518,341) (431,697)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on borrowings (750,000) (526,788)
Distributions to partners -- --
Loan fees and other costs incurred (33,918) (9,648)
Repurchase of limited partner interest -- (2,000)
------------ ------------
Net cash used in financing activities (783,918) (538,436)
------------ ------------
INCREASE IN CASH 551,095 388,659
CASH, beginning of period 236,449 414,811
------------ ------------
CASH, end of period $ 787,544 $ 803,470
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 417,171 $ 515,791
============ ============
</TABLE>
The accompanying notes to unaudited financial statements are an integral part of
these statements
5
<PAGE> 6
NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
NOTES 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 June 30, 1998 and December 31, 1997, its Statements of Operations for
the six and three months ended June 30, 1998 and 1997, and its Statements
of Cash Flows for the six months ended June 30, 1998 and 1997. Results of
operations for these periods are not necessarily indicative of results to
be expected for the full year.
(2) In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards 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 income statement, and requires that a company must
formally document, designate, and assess the effectiveness of transactions
that receive hedge accounting.
Statement 133 is effective for fiscal years beginning after June 15, 1999.
A company may also implement the Statement as of the beginning of any
fiscal quarter after issuance (that is, fiscal quarters beginning June 16,
1998 and thereafter). Statement 133 cannot be applied retroactively.
Statement 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, 1997 (and, at the
company's election, before January 1, 1998).
We have not yet quantified the impacts of adopting Statement 133 on our
financial statements and have not determined the timing of or method of our
adoption of Statement 133. However, the Statement could increase volatility
in earnings and other comprehensive income.
6
<PAGE> 7
PART I (continued)
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Cable television revenues totaled $2,466,042 for the three months ended June 30,
1998, representing an increase of 7% over the same period in 1997. Of these
revenues, $1,692,908 (69%) was derived from basic service charges, $236,969
(10%) from premium services, $278,323 (11%) from tier services, $29,215 (1%)
from installation charges, $55,222 (2%) from service maintenance contracts and
$173,405 (7%) from other sources. The net increase in revenues is primarily
attributable to increases in basic service rates effective August 1, 1997.
As of June 30, 1998, the Partnership's systems served approximately 23,100 basic
subscribers, 8,800 premium subscribers and 11,600 tier subscribers.
Cable television operating expenses totaled $188,609 for the three months ended
June 30, 1998, a decrease of approximately 13% over the same period in 1997.
This is mainly due to decreased operating personnel costs as well as system
maintenance and pole rental.
Cable television general and administrative expenses totaled $561,369 for the
three months ended June 30, 1998, representing a decrease of 4% over the same
period in 1997. This is mainly due to reduced franchise fees, insurance and
marketing offset by increased expenses related to personnel and increased
revenue based expenses such as management fees.
Cable television programming expenses totaled $643,310 for the three months
ended June 30, 1998, reflecting an increase of approximately 7% over the same
period in 1997. 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 three months ended June 30, 1998 included
revenues of $59,708 derived primarily from advertising sales. Radio operation
expenses are primarily comprised of programming and salary and benefit costs.
Depreciation and amortization expense increased approximately 9% as compared to
the same period in 1997. This is mainly due to new assets purchased during 1998
and the last two quarters of 1997.
Interest expense for the three months ended June 30, 1998 decreased
approximately 4% as compared to the same period in 1997. The average bank debt
outstanding decreased from $20,544,054 during the second quarter of 1997 to
$19,779,766 during the second quarter of 1998 due to required principal payments
being made. The Partnership's effective interest rate decreased from
approximately 8.19% during the second quarter of 1997 to 8.13% during the second
quarter of 1998.
7
<PAGE> 8
Liquidity and Capital Resources
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.
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
4.75 to 1 (Leverage Ratio) and a minimum ratio of annualized operating cash flow
to fixed charges of 1.00 to 1 (Fixed Charge Ratio). As of June 30, 1998 the
Partnership was in compliance with its required financial covenants.
As of the date of this filing, the balance outstanding under the credit facility
is $19,404,766. Interest rates on the credit facility were as follows:
$19,179,766 fixed at 8.3125%, expiring August 31, 1998, with the balance of
$225,000 bearing 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 second quarter of 1998, the Partnership incurred approximately
$360,000 in capital expenditures including vehicle replacements and a new
computer in the Corsicana, TX system; a trunk fiber deployment in the Cedar
Creek, TX system; and a continued system upgrade to 400 MHz in the Forest City,
NC system.
Planned expenditures for the balance of 1998 include a system upgrade to 330 MHz
and channel additions in Cedar Creek, TX; new headend equipment and a tap audit
in Lamesa, TX; vehicle replacements in the Forest City, NC system; and small
line extensions in various systems.
8
<PAGE> 9
PART II - OTHER INFORMATION
ITEM 1 Legal proceedings
On June 3, 1998 a lawsuit was filed by one of the limited partners of
Northland Cable Properties Five Limited Partnership. The suit, PAUL J. ISAAC V.
NORTHLAND COMMUNICATIONS CORPORATION, FN EQUITIES JOINT VENTURE, FN EQUTITIES,
INC., JOHN S. WHETZELL, JOHN S. SIMMERS, RICHARD I. CLARK AND NORTHLAND CABLE
PROPERTIES FIVE LIMITED PARTNERSHIP, (Case No. 98-2-13464-0, filed in the
Superior Court of Washington in and for King County, subsequently removed on
June 19, 1998 to the United States District Court, Western Division of
Washington at Seattle, Cause No. C98-856R), alleges breach of fiduciary duty by
the named defendants, violations of the Washington State Securities Act, the
Washington Consumer Protection Act and various other breaches. Among the
remedies sought, the lawsuit seeks to establish a class action consisting of
all limited partners of NCP-Five certifying Mr. Isaac as a representative of
the class, to enjoin NCP-Five from proceeding with, consummating or closing the
proposed sale to Northland Cable Properties, Inc., to recover unspecified
damages for the alleged breaches, and to obtain reimbursement for attorneys'
and experts' fees and expenses in connection with the lawsuit. NCP-Five
believes the claims alleged in the lawsuit are without merit and intends to
vigorously defend the lawsuit.
ITEM 2 Changes in securities
None
ITEM 3 Defaults upon senior securities
None
ITEM 4 Submission of matters to a vote of security holders
On June 25, 1998, a special meeting of the Limited Partners was held at
the executive offices of the Managing General Partner. The purpose of the
meeting was to consider and vote upon the proposed liquidation of the collective
partnership interests in the Systems owned by the Partnership.
All votes cast at the special meeting or received by proxy were
tabulated. Of the total 14,735 limited partnership units outstanding, 10,792
approved the proposed liquidation, 306 disapproved and 236 abstained.
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 June 30,
1998.
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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 787,544
<SECURITIES> 0
<RECEIVABLES> 378,862
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 15,896,007
<DEPRECIATION> 6,574,606
<TOTAL-ASSETS> 15,229,279
<CURRENT-LIABILITIES> 21,067,133
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (5,837,854)
<TOTAL-LIABILITY-AND-EQUITY> 15,229,279
<SALES> 4,959,668
<TOTAL-REVENUES> 4,959,668
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,025,941
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 832,098
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20,098)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
