<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 June 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)
Washington 91-1366564
----------------------- ------------------------------------
(State of Organization) (I.R.S. Employer Identification No.)
1201 Third Avenue, Suite 3600, Seattle, Washington 98101
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(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 ___.
<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,
2000 1999
------------ ------------
ASSETS
<S> <C> <C>
Cash $ 322,952 $ 534,003
Accounts receivable 478,417 508,387
Due from managing general partner and affiliates 51,067 56,699
Prepaid expenses 179,153 109,062
Property and equipment, net of accumulated
depreciation of $18,267,003 and 17,141,878,
respectively 14,686,287 14,840,489
Intangible assets, net of accumulated
amortization of $10,145,125 and $8,950,165 14,541,498 15,736,458
------------ ------------
Total assets $ 30,259,375 $ 31,785,098
============ ============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 1,259,768 $ 1,546,045
Due to managing general partner and affiliates 98,821 19,949
Converter deposits 40,430 37,510
Subscriber prepayments 787,314 734,353
Notes payable 38,930,307 39,943,721
------------ ------------
Total liabilities 41,116,640 42,281,578
------------ ------------
Partners' equity:
General Partners:
Contributed capital, net (25,367) (25,367)
Accumulated deficit (295,674) (292,066)
------------ ------------
(321,041) (317,433)
------------ ------------
Limited Partners:
Contributed capital, net 18,735,576 18,735,576
Accumulated deficit (29,271,801) (28,914,623)
------------ ------------
(10,536,225) (10,179,047)
------------ ------------
Total partners' equity (10,857,266) (10,496,480)
------------ ------------
Total liabilities and partners' equity $ 30,259,375 $ 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 six months ended June 30,
---------------------------------
2000 1999
----------- -----------
<S> <C> <C>
Revenues $ 8,999,858 $ 8,608,485
Expenses:
Cable system operations (including
$101,758 and $85,977 to affiliates
in 2000 and 1999, respectively) 751,185 789,168
General and administrative (including
$855,612 and $784,168 to affiliates
in 2000 and 1999, respectively) 2,096,866 1,982,530
Programming (including $139,294
and $121,921 to affiliates in 2000
and 1999, respectively) 2,487,560 2,330,333
Depreciation and amortization 2,287,890 2,202,205
----------- -----------
Total operating expenses 7,623,501 7,304,236
----------- -----------
Income from operations 1,376,357 1,304,249
Other income (expense):
Interest expense (1,665,389) (1,755,118)
Interest income 6,836 17,308
Other expense (75,835) (75,835)
(Loss) gain on disposal of assets (2,755) 7,370
----------- -----------
(1,737,143) (1,806,275)
----------- -----------
Net loss $ (360,786) (502,026)
=========== ===========
Allocation of net loss:
General Partners $ (3,608) $ (5,020)
=========== ===========
Limited Partners $ (357,178) $ (497,006)
=========== ===========
Net loss per limited partnership unit:
(49,656 units) $ (7) $ (10)
=========== ===========
Net loss per $1,000 investment $ (14) $ (20)
=========== ===========
</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 June 30,
-----------------------------------
2000 1999
----------- -----------
<S> <C> <C>
Revenues $ 4,528,424 $ 4,337,542
Expenses:
Cable system operations (including
$48,535 and $37,045 to affiliates
in 2000 and 1999, respectively) 353,565 390,003
General and administrative (including
$436,575 and $393,552 to affiliates
in 2000 and 1999, respectively) 1,072,748 1,018,804
Programming (including $78,519,
and $69,672 to affiliates in 2000
and 1999, respectively) 1,248,000 1,175,690
Depreciation and amortization 1,147,605 1,099,413
----------- -----------
Total operating expenses 3,821,918 3,683,910
----------- -----------
Income from operations 706,506 653,632
Other income (expense):
Interest expense (827,070) (879,484)
Interest income 3,793 7,485
Other expense (37,918) (37,918)
(Loss) gain on disposal of assets (8,508) 7,370
----------- -----------
(869,703) (902,547)
----------- -----------
Net loss $ (163,197) (248,915)
=========== ===========
Allocation of net loss:
General Partners $ (1,632) $ (2,489)
=========== ===========
Limited Partners $ (161,565) $ (246,426)
=========== ===========
Net loss per limited partnership unit:
(49,656 units) $ (3) $ (5)
=========== ===========
Net loss per $1,000 investment $ (7) $ (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 six months ended June 30,
---------------------------------
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (360,786) $ (502,026)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and amortization 2,287,890 2,202,205
Amortization of loan fees 75,835 75,835
Loss (gain) on disposal of assets 2,755 (7,370)
(Increase) decrease in operating assets:
Accounts receivable 29,970 21,930
Prepaid expenses (70,091) 35,266
Increase (decrease) in operating liabilities
Accounts payable and accrued expenses (286,277) (329,774)
Due to managing general partner and affiliates 84,504 (130,191)
Converter deposits 2,920 2,371
Subscriber prepayments 52,961 131,754
----------- -----------
Net cash from operating activities 1,819,681 1,500,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (1,036,371) (1,353,934)
Proceeds from fixed asset disposals 19,053 19,980
Increase in intangibles -- (5,000)
----------- -----------
Net cash used in investing activities (1,017,318) (1,338,954)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under long term debt, net -- --
Principal payments on borrowings (1,013,414) (635,856)
----------- -----------
Net cash used in financing activities (1,013,414) (635,856)
----------- -----------
DECREASE IN CASH (211,051) (474,810)
CASH, beginning of period 534,003 1,476,227
----------- -----------
CASH, end of period $ 322,952 $ 1,001,417
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 1,671,704 $ 1,759,774
=========== ===========
</TABLE>
The accompanying notes to unaudited financial statements are an integral
part of these statements
5
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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 June 30, 2000 and December 31, 1999, its statements of
operations for the six and three months ended June 30, 2000 and 1999, and its
statement of cash flows for the six months ended June 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.
(3) Staff Accounting Bulletin (SAB) No. 101 - In November of 1999, the SEC
released SAB No. 101 "Revenue Recognition in Financial Statements." This
bulletin become effective for the 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.
(4) 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
Six Months Ended June 30, 2000 and 1999
Revenues totaled $8,999,858 for the six months ended June 30, 2000 representing
an increase of approximately 5% over the same period in 1999. Of these revenues,
$6,408,973 (71%) was derived from basic service charges, $677,127 (8%) from
premium services, $734,564 (8%) from tier services, $176,514 (2%) from
installation charges, $210,887 (2%) from service maintenance contracts, $508,972
(6%) from advertising and $282,821 (3%) from other sources. The growth in
revenue is attributable to rate increases implemented in the Partnership's
systems and a 3% increase in the number of tier subscribers.
As of June 30, 2000, the Partnership's systems served approximately 38,700 basic
subscribers, 15,300 premium subscribers and 13,700 tier subscribers.
Operating expenses, which include costs related to technical personnel, repairs
and maintenance, totaled $751,185 for the six months ended June 30, 2000,
representing a decrease of approximately 5% over the same period in 1999. This
is primarily due to decreased operating salaries, regional management expense,
system maintenance and drop material costs offset by increased vehicle operating
expenses.
General and administrative expenses totaled $2,096,866 for the six months ended
June 30, 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; (ii) increases in revenue based
expenses such as management and franchise fees; and (iii) increases in
utilities, travel and rental expenses.
Programming expenses totaled $2,487,560 for the six months ended June 30, 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 resulting from increases in advertising revenues.
Depreciation and amortization expense for the six months ended June 30, 2000
increased approximately 4% 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 six months ended June 30, 2000 decreased approximately
5% over the same period in 1999. The Partnership's average bank debt outstanding
decreased from $40,899,517 during the first half of 1999 to $39,437,014 during
the first half of 2000, and the Partnership's effective interest rate decreased
from 8.58% in 1999 to 8.45% in 2000.
6
<PAGE> 8
Three Months Ended June 30, 2000 and 1999
Revenues totaled $4,528,424 for the three months ended June 30, 2000
representing an increase of approximately 4% over the same period in 1999. Of
these revenues, $3,212,183 (71%) was derived from basic service charges,
$344,197 (8%) from premium services, $369,980 (8%) from tier services, $86,027
(2%) from installation charges, $105,763 (2%) from service maintenance
contracts, $272,790 (6%) from advertising and $137,484 (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 $353,565 for the three months ended June 30, 2000,
representing a decrease of approximately 9% over the same period in 1999. This
is primarily due to decreased operating salaries, regional management expense,
system maintenance and drop material costs offset by increased vehicle operating
expenses.
General and administrative expenses totaled $1,072,748 for the three months
ended June 30, 2000, representing an increase of approximately 5% 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; (ii) increases in
revenue based expenses such as management and franchise fees; and (iii)
increases in utilities, travel and rental expenses.
Programming expenses totaled $1,248,000 for the three months ended June 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 three months ended June 30, 2000
increased approximately 4% 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 June 30, 2000 decreased
approximately 6% over the same period in 1999. The Partnership's average bank
debt outstanding decreased from $40,740,961 during the second quarter of 1999 to
$39,183,695 during the second quarter of 2000, and the Partnership's effective
interest rate decreased from 8.63% in 1999 to 8.44% 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.
7
<PAGE> 9
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, 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
$38,600,000. Certain fixed rate agreements in place as of March 31, 2000 expired
during the second 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: $18,250,000 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 at a Libor based rate of 8.935% expiring September
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; $1,000,000 at a Libor based rate
of 8.935% expiring September 15, 2000; and $250,000 at a Libor based rate of
8.925% expiring September 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 second quarter of 2000, the Partnership incurred approximately
$678,000 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 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 the upgrade of the
Brenham, TX system to 550 MHz; 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.
8
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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 June 30,
2000.
9
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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: 8/11/00 BY: /s/ RICHARD I. CLARK
--------------------------------
Richard I. Clark
(Vice President/Treasurer)
Dated: 8/11/00 BY: /s/ GARY S. JONES
--------------------------------
Gary S. Jones
(Vice President)
10
