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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 September 30, 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)
<TABLE>
<S> <C>
Washington 91-1366564
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(State of Organization) (I.R.S. Employer Identification No.)
</TABLE>
<TABLE>
<S> <C>
1201 Third Avenue, Suite 3600, Seattle, Washington 98101
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(Address of Principal Executive Offices) (Zip Code)
</TABLE>
(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 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>
September 30, December 31,
2000 1999
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<S> <C> <C>
ASSETS
Cash $ 136,295 $ 534,003
Accounts receivable 510,664 508,387
Due from managing general partner and affiliates 18,609 56,699
Prepaid expenses 172,783 109,062
Property and equipment, net of accumulated
depreciation of $18,835,569 and 17,141,878,
respectively 15,306,675 14,840,489
Intangible assets, net of accumulated
amortization of $10,742,605 and $8,950,165
respectively 13,944,018 15,736,458
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Total assets $ 30,089,044 $ 31,785,098
============ ============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 1,751,284 $ 1,546,045
Due to managing general partner and affiliates 260,293 19,949
Converter deposits 42,260 37,510
Subscriber prepayments 606,407 734,353
Notes payable 38,423,387 39,943,721
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Total liabilities 41,083,631 42,281,578
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Partners' equity:
General Partners:
Contributed capital, net (25,367) (25,367)
Accumulated deficit (297,047) (292,066)
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(322,414) (317,433)
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Limited Partners:
Contributed capital, net 18,735,576 18,735,576
Accumulated deficit (29,407,749) (28,914,623)
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(10,672,173) (10,179,047)
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Total partners' equity (10,994,587) (10,496,480)
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Total liabilities and partners' equity $ 30,089,044 $ 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 nine months ended September 30,
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2000 1999
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<S> <C> <C>
Revenues $ 13,580,561 $ 13,067,750
Expenses:
Cable system operations (including
$146,455 and $134,528 to affiliates
in 2000 and 1999, respectively) 1,130,085 1,187,823
General and administrative (including
$1,278,169 and $1,175,570 to affiliates
in 2000 and 1999, respectively) 3,165,494 3,027,338
Programming (including $235,786
and $198,064 to affiliates in 2000
and 1999, respectively) 3,733,684 3,522,302
Depreciation and amortization 3,437,104 3,265,235
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Total operating expenses 11,466,367 11,002,698
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Income from operations 2,114,194 2,065,052
Other income (expense):
Interest expense (2,504,989) (2,637,829)
Interest income 9,751 23,149
Other expense (113,752) (113,752)
Loss on disposal of assets (3,311) (78,422)
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(2,612,301) (2,806,854)
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Net loss $ (498,107) (741,802)
============ ============
Allocation of net loss:
General Partners $ (4,981) $ (7,418)
============ ============
Limited Partners $ (493,126) $ (734,384)
============ ============
Net loss per limited partnership unit:
(49,656 units) $ (10) $ (15)
============ ============
Net loss per $1,000 investment $ (20) $ (30)
============ ============
</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 OPERATIONS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the three months ended September 30,
----------------------------------------
2000 1999
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<S> <C> <C>
Revenues $ 4,580,703 $ 4,459,266
Expenses:
Cable system operations (including
$44,621 and $48,551 to affiliates
in 2000 and 1999, respectively) 378,900 398,655
General and administrative (including
$422,557 and $391,402 to affiliates
in 2000 and 1999, respectively) 1,068,628 1,044,808
Programming (including $96,512,
and $67,247 to affiliates in 2000
and 1999, respectively) 1,246,125 1,191,968
Depreciation and amortization 1,149,213 1,063,030
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Total operating expenses 3,842,866 3,698,461
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Income from operations 737,837 760,805
Other income (expense):
Interest expense (839,600) (882,711)
Interest income 2,915 5,840
Other expense (37,917) (37,918)
Loss on disposal of assets (556) (85,792)
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(875,158) (1,000,581)
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Net loss $ (137,321) (239,776)
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Allocation of net loss:
General Partners $ (1,373) $ (2,398)
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Limited Partners $ (135,948) $ (237,378)
=========== ===========
Net loss per limited partnership unit:
(49,656 units) $ (3) $ (5)
=========== ===========
Net loss per $1,000 investment $ (5) $ (10)
=========== ===========
</TABLE>
The accompanying notes to unaudited financial statements are
an integral part of these statements
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<PAGE> 5
NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS - (Unaudited)
(Prepared by the Managing General Partner)
<TABLE>
<CAPTION>
For the nine months ended September 30,
---------------------------------------
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (498,107) $ (741,802)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and amortization 3,437,104 3,265,235
Amortization of loan fees 113,752 113,752
Loss on disposal of assets 3,311 78,422
(Increase) decrease in operating assets:
Accounts receivable (2,277) 2,646
Prepaid expenses (63,721) (33,032)
Increase (decrease) in operating liabilities
Accounts payable and accrued expenses 205,239 (350,434)
Due to managing general partner and affiliates, net 278,434 (198,931)
Converter deposits 4,750 1,991
Subscriber prepayments (127,946) 96,500
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Net cash from operating activities 3,350,539 2,234,347
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (2,247,466) (2,173,091)
Proceeds from fixed asset disposals 19,553 27,780
Increase in intangibles -- (5,000)
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Net cash used in investing activities (2,227,913) (2,150,311)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on borrowings (1,520,334) (954,723)
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Net cash used in financing activities (1,520,334) (954,723)
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DECREASE IN CASH (397,708) (870,687)
CASH, beginning of period 534,003 1,476,227
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CASH, end of period $ 136,295 $ 605,540
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 2,512,100 $ 2,642,352
=========== ===========
</TABLE>
The accompanying notes to unaudited financial statements are
an integral part of these statements
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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 September 30, 2000 and December 31, 1999, its statements
of operations for the nine and three months ended September 30, 2000 and 1999,
and its statement of cash flows for the nine months ended September 30, 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
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quarter ended December 31, 2000. This bulletin establishes more clearly defined
revenue recognition criteria, than previously existing accounting
pronouncements, and specifically 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.
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PART I (continued)
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Nine Months Ended September 30, 2000 and 1999
Revenues totaled $13,580,561 for the nine months ended September 30, 2000
representing an increase of approximately 4% over the same period in 1999. Of
these revenues, $9,673,211 (71%) was derived from basic service charges,
$1,005,197 (8%) from premium services, $1,104,938 (8%) from tier services,
$260,479 (2%) from installation charges, $315,010 (2%) from service maintenance
contracts, $796,684 (6%) from advertising and $425,042 (3%) from other sources.
The growth in revenue is attributable to rate increases implemented in the
Partnership's systems during the last year and increases in advertising
revenues.
As of September 30, 2000, the Partnership's systems served approximately 38,200
basic subscribers, 15,000 premium subscribers and 13,800 tier subscribers.
Operating expenses, which include costs related to technical personnel, repairs
and maintenance, totaled $1,130,085 for the nine months ended September 30,
2000, representing a decrease of approximately 5% over the same period in 1999.
This is primarily due to decreased operating salaries and regional management
expense offset by increases in system maintenance and vehicle operating
expenses.
General and administrative expenses totaled $3,165,494 for the nine months ended
September 30, 2000, representing an increase of approximately 5% over the same
period in 1999. This increase is primarily attributable to: (i) increases in
revenue based expenses such as management, franchise and copyright fees; and
(ii) increases in property tax, travel and rental expenses.
Programming expenses totaled $3,733,684 for the nine months ended September 30,
2000, representing an increase of approximately 6% 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 resulting from increases in advertising
revenues.
Depreciation and amortization expense for the nine months ended September 30,
2000 increased approximately 5% over the same period in 1999. Such increase is
attributable to depreciation of recent purchases related to upgrading plant &
equipment offset by certain assets becoming fully depreciated.
Interest expense for the nine months ended September 30, 2000 decreased
approximately 5% over the same period in 1999. The Partnership's average bank
debt outstanding decreased from $40,740,083 during the first nine months of 1999
to $39,183,554 during the same period in 2000, and the Partnership's effective
interest rate decreased from 8.63% in 1999 to 8.52% in 2000.
8
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Three Months Ended September 30, 2000 and 1999
Revenues totaled $4,580,703 for the nine months ended September 30, 2000
representing an increase of approximately 3% over the same period in 1999. Of
these revenues, $3,264,238 (72%) was derived from basic service charges,
$328,070 (7%) from premium services, $370,374 (8%) from tier services, $83,965
(2%) from installation charges, $104,123 (2%) from service maintenance
contracts, $287,712 (6%) from advertising and $142,221 (3%) from other sources.
The growth in revenue is attributable to rate increases implemented in the
Partnership's systems.
Operating expenses, which include costs related to technical personnel, repairs
and maintenance, totaled $378,900 for the three months ended September 30, 2000,
representing a decrease of approximately 5% over the same period in 1999. This
is primarily due to decreased operating salaries and regional management expense
offset by increased vehicle operating expenses and drop material costs.
General and administrative expenses totaled $1,068,628 for the three months
ended September 30, 2000, representing an increase of approximately 2% over the
same period in 1999. This increase is primarily attributable to: (i) increases
in revenue based expenses such as management, franchise and copyright fees; and
(ii) increases in property tax and rental expenses.
Programming expenses totaled $1,246,123 for the three months ended September 30,
2000, representing an increase of approximately 5% over the same period in 1999.
This increase is primarily attributable to higher programming costs resulting
from rate increases charged by various program suppliers.
Depreciation and amortization expense for the three months ended September 30,
2000 increased approximately 8% 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 September 30, 2000 decreased
approximately 5% over the same period in 1999. The Partnership's average bank
debt outstanding decreased from $40,422,155 during the third quarter of 1999 to
$38,676,847 during the third quarter of 2000, and the Partnership's effective
interest rate decreased from 8.73% in 1999 to 8.68% in 2000.
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
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operating cash flow to pro forma debt service of 1.20 to 1.00. As of September
30, 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
$40,200,000. Certain fixed rate agreements in place as of June 30, 2000 expired
during the third 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: $17,750,000 fixed at 8.385% under the terms of a self
amortizing interest rate swap agreement with the Partnership's lender expiring
December 29, 2000; $10,000,000 at a Libor based rate of 8.785% expiring December
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; $2,100,000 at a Libor based rate
of 8.929% expiring January 4, 2001; and $250,000 at a Libor based rate of 8.785%
expiring December 11, 2000. 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 2000, the Partnership incurred approximately
$1,211,000 in capital expenditures, including the second phase of fiber
deployment to the Stanwood School District in the Camano, WA system; the
construction of a fiber optic backbone in the Brenham, TX system; the initial
phase of an upgrade of the distribution plant to 550 MHz in the Sequim, WA
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 digital
service product in the Camano, WA system; continuation of construction on the
fiber optic backbone and ongoing system upgrade to 550 MHz in of the Brenham, TX
system; launch of a new digital service product in the Bay City, TX system; the
continuation of the upgrade of the distribution plant to 550 MHz and the launch
of a new digital service product in the Sequim, WA system; launch of a new
digital service product in the Vidalia, GA system; 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.
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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, 2000.
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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
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Richard I. Clark
(Vice President/Treasurer)
Dated: BY: /s/ GARY S. JONES
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Gary S. Jones
(Vice President)
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