<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, 1997
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: 0-16718
NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Charter)
Washington 91-1366564
- --------------------------------------------------------------------------------
(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 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 SEVEN LIMITED PARTNERSHIP BALANCE SHEETS -
(Unaudited) (Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Cash $ 344,558 $ 648,440
Accounts receivable 418,266 401,225
Prepaid expenses 148,219 117,533
Property and equipment, net of accumulated
depreciation of $12,452,434 and $11,344,523,
respectively 10,413,175 11,094,310
Intangible assets, net of accumulated
amortization of $24,900,218 and $23,447,543,
respectively 14,488,318 15,770,158
------------ ------------
Total assets $ 25,812,536 $ 28,031,666
============ ============
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued expenses $ 1,545,194 $ 1,278,423
Due to managing general partner and affiliates 131,073 92,290
Converter deposits 34,401 36,511
Subscriber prepayments 167,667 400,483
Notes payable 30,040,000 31,200,000
------------ ------------
Total liabilities 31,918,335 33,007,707
------------ ------------
Partners' equity:
General Partners:
Contributed capital, net (25,367) (25,367)
Accumulated deficit (248,180) (236,862)
------------ ------------
(273,547) (262,229)
------------ ------------
Limited Partners:
Contributed capital, net 18,735,576 18,735,576
Accumulated deficit (24,567,829) (23,449,388)
------------ ------------
(5,832,253) (4,713,812)
------------ ------------
Total partners' equity (6,105,800) (4,976,041)
------------ ------------
Total liabilities and partners' equity $ 25,812,536 $ 28,031,666
============ ============
</TABLE>
The accompanying note to unaudited financial statements is an
integral part of these statements
2
<PAGE> 3
NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the six months ended June 30,
--------------------------------
1997 1996
----------- -----------
<S> <C> <C>
Service revenues $ 6,513,941 $ 5,144,170
Expenses:
Operating 601,509 494,610
General and administrative (including
$736,314 and $581,913 to affiliates
in 1997 and 1996, respectively) 1,546,218 1,239,957
Programming 1,654,697 1,263,157
Depreciation and amortization 2,565,877 1,955,678
----------- -----------
6,368,301 4,953,402
----------- -----------
Income (loss) from operations 145,639 190,768
Other income (expense):
Interest expense (1,276,449) (823,759)
Interest income 250 4,750
Other income 11,877 707
Loss on disposal of assets (11,076) (672)
----------- -----------
(1,275,398) (818,974)
----------- -----------
Net loss $(1,129,759) (628,205)
=========== ===========
Allocation of net loss:
General Partners $ (11,298) $ (6,282)
=========== ===========
Limited Partners $(1,118,461) $ (621,923)
=========== ===========
Net loss per limited partnership unit:
(49,656 units ) $ (23) $ (13)
=========== ===========
Net loss per $1,000 investment $ (46) $ (25)
=========== ===========
</TABLE>
The accompanying note to unaudited financial statements is an
integral part of these statements
3
<PAGE> 4
NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the three months ended June 30,
-----------------------------------
1997 1996
----------- -----------
<S> <C> <C>
Service revenues $ 3,311,372 $ 2,787,032
Expenses:
Operating 336,920 277,634
General and administrative (including
$354,480 and $312,614 to affiliates
in 1997 and 1996, respectively) 792,689 689,723
Programming 840,846 703,746
Depreciation and amortization 1,324,081 1,029,286
----------- -----------
3,294,535 2,700,389
----------- -----------
Income (loss) from operations 16,837 86,643
Other income (expense):
Interest expense (627,629) (527,383)
Interest income (250) 3,565
Other income 11,877 707
Loss on disposal of asset (10,404) (672)
----------- -----------
(626,406) (523,783)
----------- -----------
Net loss $ (609,570) $ (437,140)
=========== ===========
Allocation of net loss
General Partners $ (6,096) $ (4,371)
=========== ===========
Limited Partners $ (603,474) $ (432,769)
=========== ===========
Net loss per limited partnership unit:
(49,656 units) $ (12) $ (9)
=========== ===========
Net loss per $1,000 investment $ (24) $ (17)
=========== ===========
</TABLE>
The accompanying note to unaudited financial statements is an
integral part of these statements
4
<PAGE> 5
NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the six months ended June 30,
---------------------------------
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,129,759) $ (628,205)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and amortization 2,565,877 1,955,678
Loss on disposal of assets 11,076 672
(Increase) decrease in operating assets:
Accounts receivable (17,041) (58,098)
Prepaid expenses (30,686) (73,484)
Increase (decrease) in operating liabilities
Accounts payable and accrued expenses 266,771 487,163
Due to managing general partner and affiliates 38,783 86,495
Converter deposits (2,110) (3,629)
Subscriber prepayments (232,816) (98,784)
------------ ------------
Net cash from operating activities 1,470,096 1,667,808
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (443,143) (368,442)
Purchase of cable television systems -- (10,237,530)
------------ ------------
Net cash used in investing activities (443,143) (10,605,972)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under long term debt, net -- 10,641,568
Principal payments on borrowings (1,160,000) --
Distributions to partners -- (125,434)
Loan fees and other costs incurred (170,835) (740,460)
Repurchase of limited partner interest (8,000)
------------ ------------
Net cash from (used in) financing activities (1,330,835) 9,767,674
------------ ------------
INCREASE (DECREASE) IN CASH (303,882) 829,510
CASH, beginning of period 648,440 309,737
------------ ------------
CASH, end of period $ 344,558 $ 1,139,247
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 1,005,908 $ 670,388
============ ============
</TABLE>
The accompanying note to unaudited financial statements is an
integral part of these statements
5
<PAGE> 6
NORTHLAND CABLE PROPERTIES SEVEN 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 June 30, 1997 and December 31, 1996, its Statements of
Operations for the three and six months ended June 30, 1997 and 1996, and its
Statements of Cash Flows for the six months ended June 30, 1997 and 1996.
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 $3,311,372 for the three months ended June 30, 1997
representing an increase of approximately 19% over the same period in 1996. Of
these revenues, $2,339,736 (71%) was derived from basic service charges,
$294,491 (9%) from premium services, $264,844 (8%) from tier services, $81,268
(2%) from installation charges, $85,002 (3%) from service maintenance contracts,
$129,939 (4%) from advertising and $116,092 (3%) from other sources. The revenue
growth is attributable to rate increases placed into effect during 1996 and the
addition of approximately 3,400 subscribers acquired in the purchase of the
cable in system Sandersville, GA during 1996.
As of June 30, 1997, the Partnership's systems served approximately 32,300 basic
subscribers, 13,250 premium subscribers and 9,850 tier subscribers.
Operating expenses totaled $336,920 for the three months ended June 30, 1997,
representing an increase of approximately 21% over the same period in 1996. This
is primarily the result of increases in salary and benefit costs due to cost of
living adjustments and the acquisition of the Sandersville, GA system.
General and administrative expenses totaled $792,689 for the three months ended
June 30, 1997, representing an increase of approximately 15% over the same
period in 1996. The increase is attributable to increases in salary and benefit
costs due to cost of living adjustments; the acquisition of the Sandersville, GA
system, and increases in revenue based expenses such as management and franchise
fees due to increased revenue as noted previously.
Programming expenses totaled $840,846 for the three months ended June 30, 1997,
representing an increase of approximately 20% over the same period in 1996. This
is mainly due to increased costs charged by various program suppliers and the
addition of the Sandersville, GA subscribers.
Depreciation and amortization expense for the three months ended June 30, 1997
increased approximately 29% over the same period in 1996. This increase is
mainly due to depreciation and amortization on current year purchases of plant
and equipment and the addition of assets acquired in the purchase of the
Sandersville, GA system.
7
<PAGE> 8
Interest expense for the three months ended June 30, 1997 increased
approximately 19% compared to the same period in 1996. The Partnership's average
bank debt outstanding increased from $26,400,000 in the second quarter of 1996
to $30,280,000 in the second quarter of 1997, and the Partnership's effective
interest rate increased from 7.99% during the second quarter of 1996 to 8.29%
during the second quarter of 1997.
Liquidity and Capital Resources
The Partnership's primary sources of liquidity are cash flow provided from
operations and borrowing capacity under the Partnership's existing revolving
credit facility. The extent to which the Partnership can borrow is dependent on
certain financial ratios. Based on these ratios at June 30, 1997, the
Partnership had no borrowing capacity on the revolving credit facility. 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
5.00 to 1.00 and a minimum ratio of annualized operating cash flow to pro forma
debt service of 1.20 to 1.00 As of June 30, 1997 the Partnership was in
compliance with its required financial covenants.
As of the date of this filing, the balance under the credit facility is
$30,280,000. Certain fixed rate agreements in effect as of March 7, 1997 expired
during the second quarter of 1997, and the Partnership entered into new fixed
rate agreements. As of the date of this filing, interest rates on the credit
facility were as follows: $7,300,000 fixed at 7.59% under the terms of an
interest rate swap agreement with the Partnership's lender expiring January 16,
1998; $7,090,000 fixed at 8.58% under the terms of an amortizing interest rate
swap agreement with the Partnership's lender expiring September 30, 1998;
$10,000,000 fixed at 7.67% under the terms of an interest rate swap agreement
with the Partnership's lender expiring March 6, 1998; and $5,600,000 fixed at
8.62% under the terms of an interest rate swap agreement with the Partnership's
lender expiring September 30, 1998. The balance of $50,000 bears interest at
prime plus 1.00% (currently 9.50%). 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 second quarter of 1997, the Partnership incurred approximately
$169,000 in capital expenditures, including the replacement of a vehicle in the
Camano, WA system; the construction of a new office building and the trapping of
the tier service in the Vidalia, GA system; and various line extensions in all
of the systems.
Planned expenditures for the balance of 1997 include the start of a fiber
backbone in the Camano, WA system; continuation of an upgrade of a portion of
the distribution plant to 450 MHz in the Sequim, WA system; and line extensions
and purchases of vehicles in the various systems.
8
<PAGE> 9
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.
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 industry. Many of the changes called for by the
1996 Act will not take effect until the Federal Communications Commission (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 on the Partnership's
operations cannot be determined at this time. A summary of the provisions
affecting the cable television industry, more specifically those 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 services directly to customers in their service areas immediately
upon enactment. They may provide video programming as a cable operator fully
subject to any provision of the 1996 Act, or a radio-based multichannel
programming distributor not subject to any provisions of the 1996 Act, or
through nonfranchised "open video systems" offering nondiscriminatory capacity
to unaffiliated programmers, subject to select provisions of the 1996 Act.
Although management's opinion is that the probability of competition from
telephone companies in rural areas is unlikely in the near future, there are no
assurances that such competition will not materialize.
9
<PAGE> 10
The 1996 Act encompasses many other aspects of providing cable television
service including prices for equipment, discounting 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 and leased
access channels.
As of the date of this filing, the Partnership has received notification that
local franchising authorities with jurisdiction over approximately 23% of the
Partnership's subscribers have elected to certify but no requests for rate
justifications have been received from franchise authorities. 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 June 30,
1997.
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 SEVEN 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)
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 344,558
<SECURITIES> 0
<RECEIVABLES> 418,266
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 22,865,609
<DEPRECIATION> 12,452,434
<TOTAL-ASSETS> 25,812,536
<CURRENT-LIABILITIES> 1,878,335
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (6,105,800)
<TOTAL-LIABILITY-AND-EQUITY> 25,812,536
<SALES> 6,513,941
<TOTAL-REVENUES> 6,513,941
<CGS> 0
<TOTAL-COSTS> 6,368,301
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,276,449
<INCOME-PRETAX> 1,129,759
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,129,759
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
