UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
| [X] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
or
| [ ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number: 0-16718
Northland Cable Properties Seven Limited Partnership
| Washington | 91-1366564 | |
|
|
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| (State of Organization) | (I.R.S. Employer Identification No.) |
| 101 Stewart Street, Seattle, Washington | 98065 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
| (206) 621-1351 | ||
| (Registrants 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[ ]
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)
Yes [ ] No [X]
PART 1 - FINANCIAL INFORMATION
ITEM 1. Financial Statements
NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
BALANCE SHEETS - (UNAUDITED)
| September 30, | December 31, | |||||||||
| 2003 | 2002 | |||||||||
ASSETS |
||||||||||
Cash |
$ | 153,812 | $ | 519,698 | ||||||
Accounts receivable |
455,505 | 485,780 | ||||||||
Due from affiliates |
4,501 | 34,376 | ||||||||
Prepaid expenses |
243,154 | 101,471 | ||||||||
System sale receivable |
1,153,850 | | ||||||||
Property and equipment, net of accumulated
depreciation of $14,708,781 and $13,115,638,
respectively |
11,608,052 | 12,582,150 | ||||||||
Franchise agreements, net of accumulated
amortization of $10,321,249 |
9,607,185 | 9,607,185 | ||||||||
Loan fees and other intangibles, net of accumulated
amortization of $987,732 and $991,875, respectively |
104,349 | 517,422 | ||||||||
Assets of discontinued operations |
| 6,744,817 | ||||||||
Total assets |
$ | 23,330,408 | $ | 30,592,899 | ||||||
LIABILITIES AND PARTNERS CAPITAL (DEFICIT) |
||||||||||
Accounts payable and accrued expenses |
$ | 1,476,452 | $ | 1,910,050 | ||||||
Due to Managing General Partner and affiliates |
915,909 | 973,023 | ||||||||
Deposits |
18,513 | 16,275 | ||||||||
Subscriber prepayments |
370,403 | 319,343 | ||||||||
Notes payable |
19,714,185 | 40,054,185 | ||||||||
Liabilities of discontinued operations |
| 947,670 | ||||||||
Total liabilities |
22,495,462 | 44,220,546 | ||||||||
Partners capital (deficit): |
||||||||||
General Partners: |
||||||||||
Contributed capital, net |
(25,367 | ) | (25,367 | ) | ||||||
Accumulated deficit |
(178,752 | ) | (323,378 | ) | ||||||
| (204,119 | ) | (348,745 | ) | |||||||
Limited Partners: |
||||||||||
Contributed capital, net |
18,735,576 | 18,735,576 | ||||||||
Accumulated deficit |
(17,696,511 | ) | (32,014,478 | ) | ||||||
| 1,039,065 | (13,278,902 | ) | ||||||||
Total partners capital (deficit) |
834,946 | (13,627,647 | ) | |||||||
Total liabilities and partners capital (deficit) |
$ | 23,330,408 | $ | 30,592,899 | ||||||
The accompanying notes are an integral part of these balance sheets.
NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS - (UNAUDITED)
| For the nine months ended September 30, | |||||||||
| 2003 | 2002 | ||||||||
Service revenues |
$ | 10,463,105 | $ | 10,131,744 | |||||
Expenses: |
|||||||||
Cable system operations (including
$108,334 and $96,928 to affiliates in
2003 and 2002, respectively), excluding
depreciation and amortization shown below |
703,879 | 694,460 | |||||||
General and administrative (including
$1,023,686 and $903,165 to affiliates
in 2003 and 2002, respectively) |
2,711,880 | 2,511,800 | |||||||
Programming (including $29,477 and
$38,320 to affiliates in 2003 and 2002,
respectively) |
3,485,320 | 3,296,318 | |||||||
Depreciation and amortization |
1,609,749 | 1,677,090 | |||||||
| 8,510,828 | 8,179,668 | ||||||||
Income from operations |
1,952,277 | 1,952,076 | |||||||
Other income (expense): |
|||||||||
Interest expense and loan fees |
(1,238,037 | ) | (1,324,645 | ) | |||||
Interest income and other, net |
1,747 | 2,004 | |||||||
Loss on disposal of assets |
(18,348 | ) | (20,975 | ) | |||||
| (1,254,638 | ) | (1,343,616 | ) | ||||||
Income from continuing operations |
$ | 697,639 | $ | 608,460 | |||||
Discontinued operations (note 3) |
|||||||||
Income (loss) from operations of Washington
systems, net (including gain on sale of systems
of $14,113,294 in 2003) |
13,764,954 | (705,596 | ) | ||||||
Net income (loss) |
14,462,593 | (97,136 | ) | ||||||
Allocation of net income (loss): |
|||||||||
General Partners |
$ | 144,626 | $ | (971 | ) | ||||
Limited Partners |
$ | 14,317,967 | $ | (96,165 | ) | ||||
Net income (loss) per limited partnership unit: |
|||||||||
(49,656 units) |
$ | 288 | $ | (2 | ) | ||||
Net income (loss) per $1,000 investment |
$ | 577 | $ | (4 | ) | ||||
The accompanying notes are an integral part of these statements.
NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS - (UNAUDITED)
| For the three months ended September 30, | |||||||||
| 2003 | 2002 | ||||||||
Service revenues |
$ | 3,462,148 | $ | 3,439,111 | |||||
Expenses: |
|||||||||
Cable system operations (including
$35,718 and $33,145 to affiliates in
2003 and 2002, respectively), excluding
depreciation and amortization shown below |
247,132 | 237,027 | |||||||
General and administrative (including
$325,238 and $320,738 to affiliates
in 2003 and 2002, respectively) |
942,124 | 891,249 | |||||||
Programming (including $3,663 and
$19,022 to affiliates in 2003 and 2002,
respectively) |
1,106,655 | 1,116,617 | |||||||
Depreciation and amortization |
537,701 | 565,610 | |||||||
| 2,833,612 | 2,810,503 | ||||||||
Income from operations |
628,536 | 628,608 | |||||||
Other income (expense): |
|||||||||
Interest expense and loan fees |
(403,282 | ) | (581,516 | ) | |||||
Interest income and other, net |
523 | 1,335 | |||||||
Loss on disposal of assets |
(1,616 | ) | (20,442 | ) | |||||
| (404,375 | ) | (600,623 | ) | ||||||
Income from continuing operations |
$ | 224,161 | $ | 27,985 | |||||
Discontinued operations (note 3) |
|||||||||
Loss from operations of Washington
systems, net |
| (294,548 | ) | ||||||
Net income (loss) |
224,161 | (266,563 | ) | ||||||
Allocation of net income (loss): |
|||||||||
General Partners |
$ | 2,242 | $ | (2,666 | ) | ||||
Limited Partners |
$ | 221,919 | $ | (263,897 | ) | ||||
Net income (loss) per limited partnership unit: |
|||||||||
(49,656 units) |
$ | 4 | $ | (5 | ) | ||||
Net income (loss) per $1,000 investment |
$ | 9 | $ | (11 | ) | ||||
The accompanying notes are an integral part of these statements.
NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS - (UNAUDITED)
| For the nine months ended September 30, | ||||||||||
| 2003 | 2002 | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||
Net income (loss) |
$ | 14,462,593 | $ | (97,136 | ) | |||||
Adjustments to reconcile net income (loss) to
cash provided by operating activities: |
||||||||||
Depreciation and amortization |
1,793,679 | 2,548,884 | ||||||||
Unrealized gain on interest rate swap agreements |
| (277,449 | ) | |||||||
Non cash interest expense |
| 173,835 | ||||||||
Loan fee amortization |
541,557 | 215,486 | ||||||||
(Gain) loss on sale of assets |
(14,094,946 | ) | 20,975 | |||||||
(Increase) decrease in operating assets: |
||||||||||
Accounts receivable |
28,870 | (63,098 | ) | |||||||
Due from affiliates |
29,875 | (19,716 | ) | |||||||
Prepaid expenses |
(136,732 | ) | (67,558 | ) | ||||||
Increase (decrease) in operating liabilities
|
||||||||||
Accounts payable and accrued expenses |
(1,004,465 | ) | 395,027 | |||||||
Due to Managing General Partner and affiliates |
(62,083 | ) | 731,740 | |||||||
Deposits |
2,238 | (53,405 | ) | |||||||
Subscriber prepayments |
51,060 | (17,796 | ) | |||||||
Net cash provided by operating activities |
1,611,646 | 3,489,789 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||
Purchase of property and equipment, net |
(652,944 | ) | (1,524,064 | ) | ||||||
Proceeds from sale of systems |
19,281,427 | | ||||||||
Proceeds from sale of assets |
| 500 | ||||||||
Net cash provided by (used in) investing activities |
18,628,483 | (1,523,564 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||
Principal payments on borrowings |
(20,340,000 | ) | (874,017 | ) | ||||||
Loan fees |
(423,853 | ) | (403,945 | ) | ||||||
Net cash used in financing activities |
(20,763,853 | ) | (1,277,962 | ) | ||||||
(DECREASE) INCREASE IN CASH |
(523,724 | ) | 688,263 | |||||||
CASH, beginning of period |
677,536 | 125,060 | ||||||||
CASH, end of period |
$ | 153,812 | $ | 813,323 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
||||||||||
Cash paid during the period for interest |
$ | 1,458,516 | $ | 2,404,097 | ||||||
The accompanying notes are an integral part of these statements.
NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(1) Basis of Presentation
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 accounting principles generally accepted in the United States of America. However, in the opinion of management, this data includes all adjustments, consisting only of normal recurring accruals, necessary to present fairly the Partnerships financial position at September 30, 2003, its statements of operations for the nine and three months ended September 30, 2003 and 2002, and its statements of cash flows for the nine months ended September 30, 2003 and 2002. 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 Partnerships Annual Report on Form 10-K for the year ended December 31, 2002.
Effective January 1, 2003, the Partnership adopted Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long lived assets and associated asset retirement obligations (ARO). Under the scope of this pronouncement, the Partnership has ARO associated with the removal of equipment from poles and headend sites that are leased from third parties. Based on managements analyses, the Partnership has concluded that for the reasons mentioned below, it is not able to reasonably estimate the fair values of the ARO. First, to operate the cable television network, the Partnership will always need to have equipment deployed at these poles and headend sites. Additionally, the Partnership has not historically incurred any ARO and, given the length of time in the future when any potential obligations might exist, management believes that estimating any probability at this time is not practical. As a result, upon adoption of SFAS No. 143 the Partnership did not record any ARO associated with the obligation to remove the equipment.
On March 11, 2003, the Partnership sold the operating assets and franchise rights of its cable systems in and around Sequim and Camano Island, Washington. The accompanying financial statements have been restated to report the discontinued operations of the Partnership, effected for this sale.
Certain prior period amounts have been reclassified to conform to the current period presentation. This includes reclassification of unrealized gains and losses on interest rate swap agreements, which were previously classified in a separate financial statement caption within other income (expense), to the interest expense financial statement caption.
(2) Intangible Assets
In accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets, the Partnership does not amortize goodwill or any other intangible assets determined to have indefinite lives. The Partnership has determined that its franchises meet the definition of indefinite lived assets. The Partnership tests these assets for impairment on an annual basis during the fourth quarter, or on an interim basis if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value. The book value of the Partnerships intangible assets, effecting for the sale of the Washington Systems described in note 3, is presented in the following table:
| September 30, 2003 | |||||||||||||
| Gross | Net | ||||||||||||
| Carrying | Accumulated | Carrying | |||||||||||
| Amount | Amortization | Amount | |||||||||||
Indefinite-lived intangible assets: |
|||||||||||||
Franchise agreements |
$ | 19,928,434 | $ | (10,321,249 | ) | $ | 9,607,185 | ||||||
Definite-lived intangible assets: |
|||||||||||||
Loan fees and other intangibles |
1,092,081 | (987,732 | ) | 104,349 | |||||||||
| $ | 21,020,515 | $ | (11,308,981 | ) | $ | 9,711,534 | |||||||
[Additional columns below]
[Continued from above table, first column(s) repeated]
| December 31, 2002 | |||||||||||||
| Gross | Net | ||||||||||||
| Carrying | Accumulated | Carrying | |||||||||||
| Amount | Amortization | Amount | |||||||||||
Indefinite-lived intangible assets: |
|||||||||||||
Franchise agreements |
$ | 19,928,434 | $ | (10,321,249 | ) | $ | 9,607,185 | ||||||
Definite-lived intangible assets: |
|||||||||||||
Loan fees and other intangibles |
1,509,297 | (991,875 | ) | 517,422 | |||||||||
| $ | 21,437,731 | $ | (11,313,124 | ) | $ | 10,124,607 | |||||||
Amortization of loan fees for the remainder of 2003 and through the remaining term of the related debt is expected to be as follows:
2003 |
$ | 52,174 | ||
2004 |
52,175 | |||
| $ | 104,349 | |||
(3) System Sales
On March 11, 2003, the Partnership sold the operating assets and franchise rights of its cable systems in and around the communities of Sequim and Camano Island, Washington (the Washington Systems). The Washington Systems were sold at a price of approximately $20,340,000 of which the Partnership received approximately $19,280,000 at closing. The sales price was adjusted at closing for the proration of certain revenues and expenses and approximately $1,060,000 will be held in escrow and released to the Partnership one year from the closing of the transaction, subject to general representations and warranties. Historically, the Partnership has entered into similarly structured transactions, and has collected the amount held in escrow. Substantially all of the proceeds were used to pay down amounts outstanding under the Partnerships credit agreement.
The sale was made pursuant to an offer by Wave Division Networks, LLC, which was formalized in a Purchase and Sale Agreement dated October 28, 2002. Based on the offer made by Wave Division Networks, LLC, management determined that acceptance would be in the best economic interest of the Partnership, and that the sale was not a result of declining or deteriorating operations nor was it necessary to create liquidity or reduce outstanding debt. It is the opinion of management that the Partnership could have continued existing operations and met all obligations as they became due.
The assets and liabilities attributable to the Washington Systems as of December 31, 2002 have been reported as assets and liabilities from discontinued operations in the accompanying balance sheets, and consist of the following:
| As of | |||||
| December 31, 2002 | |||||
Cash |
$ | 157,838 | |||
Accounts receivable |
242,211 | ||||
Prepaid expenses |
15,819 | ||||
Property and equipment (net of accumulated
depreciation of $10,816,079) |
5,215,097 | ||||
Franchise agreements (net of accumulated
amortization of $528,415) |
961,053 | ||||
Goodwill (net of accumulated amortization of $70,130) |
152,799 | ||||
Total assets |
$ | 6,744,817 | |||
Accounts payable and accrued expenses |
589,453 | ||||
Deposits |
2,025 | ||||
Subscriber prepayments |
356,192 | ||||
Total liabilities |
$ | 947,670 | |||
In addition, the revenue, expenses and other items attributable to the operations of the Washington Systems for the period from January 1, 2003 to March 11, 2003 (the date of the sale of the Washington Systems), and for the nine and three months ended September 30, 2002 have been reported as discontinued operations in the accompanying statements of operations, and include the following:
| For the nine months | |||||||||
| ended September 30, | |||||||||