<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 March 31, 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: 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 [X] No [ ]
- ------------------------
This filing contains __ pages. Exhibits index appears on page __.
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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>
March 31, December 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Cash $ 411,295 $ 534,003
Accounts receivable 448,645 508,387
Due from managing general partner and affiliates 10,422 56,699
Prepaid expenses 74,347 109,062
Property and equipment, net of accumulated
depreciation of $17,722,600 and $17,141,878,
respectively 14,618,592 14,840,489
Franchise agreements, net of accumulated
amortization of $7,987,800 and $7,490,983, respectively 14,015,647 14,512,464
Acquisition costs, net of accumulated
amortization of $251,182 and $235,951, respectively 108,502 123,733
Loan fees and other intangibles, net of accumulated
amortization of $1,248,286 and $1,164,248, respectively 852,277 936,315
Goodwill, net of accumulated amortization
of $60,377 and $58,983, respectively 162,552 163,946
------------ ------------
Total assets $ 30,702,279 $ 31,785,098
============ ============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 1,020,821 $ 1,546,045
Due to managing general partner and affiliate 68,169 19,949
Converter deposits 38,025 37,510
Subscriber prepayments 832,250 734,353
Notes payable 39,437,083 39,943,721
------------ ------------
Total liabilities 41,396,348 42,281,578
------------ ------------
Partners' equity:
General Partners:
Contributed capital, net (25,367) (25,367)
Accumulated deficit (294,042) (292,066)
------------ ------------
(319,409) (317,433)
------------ ------------
Limited Partners:
Contributed capital, net 18,735,576 18,735,576
Accumulated deficit (29,110,236) (28,914,623)
------------ ------------
(10,374,660) (10,179,047)
------------ ------------
Total partners' equity (10,694,069) (10,496,480)
------------ ------------
Total liabilities and partners' equity $ 30,702,279 $ 31,785,098
============ ============
</TABLE>
The accompanying notes to unaudited financial statements are 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 three months ended March 31,
------------------------------------
2000 1999
----------- -----------
<S> <C> <C>
Revenues $ 4,471,434 $ 4,270,943
Expenses:
Cable system operations (including
$53,223 and $48,932 to affiliates
in 2000 and 1999, respectively) 397,620 399,165
General and administrative (including
$419,137 and $390,616 to affiliates
in 2000 and 1999, respectively) 1,024,118 963,726
Programming (including $60,775,
and $61,146 to affiliates in 2000
and 1999, respectively) 1,239,560 1,154,644
Depreciation and amortization 1,140,285 1,102,791
----------- -----------
Total operating expenses 3,801,583 3,620,326
----------- -----------
Income from operations 669,851 650,617
Other income (expense):
Interest expense (838,319) (875,634)
Interest income 3,043 9,823
Other expense (37,917) (37,917)
Gain on disposal of assets 5,753 --
----------- -----------
(867,440) (903,728)
----------- -----------
Net loss $ (197,589) (253,111)
=========== ===========
Allocation of net loss:
General Partners $ (1,976) $ (2,531)
=========== ===========
Limited Partners $ (195,613) $ (250,580)
=========== ===========
Net loss per limited partnership unit:
(49,656 units) $ (4) $ (5)
=========== ===========
Net loss per $1,000 investment $ (8) $ (10)
=========== ===========
</TABLE>
The accompanying notes to unaudited financial statements are an
integral part of these statements
3
<PAGE> 4
NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the three months ended March 31,
-----------------------------------
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (197,589) $ (253,111)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and amortization 1,140,285 1,102,792
Amortization of loan fees 37,917 37,917
Gain on disposal of assets (5,753) --
(Increase) decrease in operating assets:
Accounts receivable 59,742 46,590
Prepaid expenses 34,715 (7,079)
Increase (decrease) in operating liabilities
Accounts payable and accrued expenses (525,224) (246,025)
Due to managing general partner and affiliates 94,497 (232,600)
Converter deposits 515 1,402
Subscriber prepayments 97,897 162,927
----------- -----------
Net cash from operating activities 737,002 612,813
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (358,825) (492,844)
Proceeds from fixed asset disposals 5,753 --
----------- -----------
Net cash used in investing activities (353,072) (492,844)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on borrowings (506,638) (317,111)
----------- -----------
DECREASE IN CASH (122,708) (197,142)
CASH, beginning of period 534,003 1,476,227
----------- -----------
CASH, end of period $ 411,295 $ 1,279,085
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 842,782 $ 875,633
=========== ===========
</TABLE>
The accompanying notes to unaudited financial statements are an
integral part of these statements
4
<PAGE> 5
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, 2000, 1999, its statements of operations and
cash flows for the three months ended March 31, 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 Partnership's Annual Report on Form 10-K for the
year ended December 31, 1999.
(2) 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 Partnership 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 November 1999, the SEC released SAB
No. 101 "Revenue Recognition in Financial Statements." This bulletin will become
effective for the quarter ended June 30, 2000. This bulletin establishes more
clearly defined revenue recognition criteria, than previously existing
accounting pronouncements, and specifically
5
<PAGE> 6
addresses revenue recognition requirements for nonrefundable fees, such as
installation fees, collected by a company upon entering into an arrangement with
a customer. The Partnership believes that the effects of this bulletin will not
have a material impact on the Partnership's financial position or results of
operations.
(3) Certain reclassifications have been made to conform prior years' financial
statements with the current year presentation.
6
<PAGE> 7
PART I (continued)
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Three Months Ended March 31, 2000 and 1999
Revenues totaled $4,471,434 for the three months ended March 31, 2000
representing an increase of approximately 5% over the same period in 1999. Of
these revenues, $3,196,790 (72%) was derived from basic service charges,
$332,930 (8%) from premium services, $364,584 (8%) from tier services, $90,487
(2%) from installation charges, $105,124 (2%) from service maintenance
contracts, $236,182 (5%) from advertising and $145,337 (3%) from other sources.
The growth in revenue is attributable to rate increases implemented in the
Partnership's systems and a 5% increase in the number of tier subscribers.
As of March 31, 2000, the Partnership's systems served approximately 39,500
basic subscribers, 15,700 premium subscribers and 13,800 tier subscribers.
Operating expenses, which include costs related to technical personnel, repairs
and maintenance, totaled $397,620 for the three months ended March 31, 2000,
representing no significant change over the same period in 1999.
General and administrative expenses totaled $1,024,118 for the three months
ended March 31, 2000, representing an increase of approximately 6% over the same
period in 1999. This increase is primarily attributable to: (i) increases in
salary and benefit costs due to cost of living adjustments; and (ii) increases
in revenue based expenses such as management, franchise and copyright fees due
to increased revenue as noted previously.
Programming expenses totaled $1,239,560 for the three months ended March 31,
2000, representing an increase of approximately 7% over the same period in 1999.
This increase is primarily attributable to: (i) higher programming costs
resulting from rate increases charged by various program suppliers; and (ii)
higher advertising sales commissions and agency fee expenses resulting from
increases in advertising revenues.
Depreciation and amortization expense for the three months ended March 31, 2000
increased approximately 3% over the same period in 1999. Such increase is
attributable to depreciation of recent equipment purchases in upgrading plant &
equipment offset by certain assets becoming fully depreciated in 1999.
Interest expense for the three months ended March 31, 2000 decreased
approximately 4% over the same period in 1999. The Partnership's average bank
debt outstanding decreased from $41,058,890 during the first three months of
1999 to $39,690,402 during the first three months of 2000, and the Partnership's
effective interest rate decreased from 8.53% during the first three months of
1999 to 8.45% during the first three months of 2000.
7
<PAGE> 8
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. Based on management's analysis, the Partnership's cash flow
from operations and borrowings from the Partnership's revolving credit facility
will be 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 March 31, 2000 the Partnership was in
compliance with its required financial covenants.
As of the date of this filing, the balance under the credit facility is
$39,100,000. Certain fixed rate agreements in place as of December 31, 1999
expired during the first quarter of 2000, 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: $18,750,000 fixed at 8.385% under the terms of
a self amortizing interest rate swap agreement with the Partnership's lender
expiring December 29, 2000; $9,000,000 fixed at 8.065% under the terms of an
interest rate swap agreement with the Partnership's lender expiring June 15,
2000; $6,000,000 fixed at 8.085% under the terms of an interest rate swap
agreement with the Partnership's lender expiring March 12, 2001; $4,100,000
fixed at 8.085% under the terms of an interest rate swap agreement with the
Partnership's lender expiring March 12, 2001; and $1,000,000 at a Libor based
rate of 8.275% expiring June 15, 2000. The balance of $250,000 bears interest at
prime plus 1.00% (currently 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 first quarter of 2000, the Partnership incurred approximately
$359,000 in capital expenditures, including the second phase of fiber deployment
to the Stanwood School District in the Camano, WA system; the initial purchase
of fiber optic backbone equipment in the Brenham, TX system; the continuation of
an upgrade of the distribution plant to 550 MHz in the Toccoa, GA system; as
well as various line extensions and vehicle replacements in all of the systems.
Planned expenditures for the balance of 2000 include the continuation of fiber
deployment to the Stanwood School District and the launch of a new product
digital service in the Camano, WA system; continuation of the upgrade of the
Brenham, TX system to 550 MHz; launch of a new product digital service in the
Bay City, TX system; the initial phase of an upgrade of the distribution plant
to 550 MHz and the launch of a new product digital service in the Sequim, WA
system; continuation of the upgrade of the Toccoa, GA system to 550 MHz; and
various line extensions and vehicle replacements in all of the systems.
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.
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,
2000.
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 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)
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 411,295
<SECURITIES> 0
<RECEIVABLES> 448,645
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 33,341,192
<DEPRECIATION> 17,722,600
<TOTAL-ASSETS> 30,602,279
<CURRENT-LIABILITIES> 1,959,265
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (10,694,069)
<TOTAL-LIABILITY-AND-EQUITY> 30,702,279
<SALES> 4,471,434
<TOTAL-REVENUES> 4,471,434
<CGS> 0
<TOTAL-COSTS> 3,801,583
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 838,319
<INCOME-PRETAX> (197,589)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (197,589)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
