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FORM 10-K--ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 34-29354, eff. 7-1-91)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended DECEMBER 31, 1995
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the transition period from to
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Commission file number 0-18307
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NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
STATE OF WASHINGTON 91-1423516
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 WASHINGTON MUTUAL TOWER
1201 THIRD AVENUE, SEATTLE, WASHINGTON 98101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 621-1351
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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(NONE) (NONE)
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
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(Title of class)
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 been subject to such
filing requirements for the past 90 days.
Yes [ ] No [X]
DOCUMENTS INCORPORATED BY REFERENCE
(Partially Incorporated into Part IV)
(1) Form S-1 Registration Statement declared effective on March 16,
1989 (No. 33-25892).
(2) Form 10-K Annual Reports for fiscal years ended December 31,
1989, December 31, 1990, December 31, 1992 and December 31,
1994, respectively.
(3) Form 10-Q Quarterly Report for period ended June 30, 1989 and
March 3, 1995.
(4) Form 8-K dated November 11, 1994.
(5) Form 8-K dated June 30, 1995.
(6) Form 8-K date January 5, 1996.
This filing contains pages. Exhibits Index appears on page .
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Financial Statements/Schedules Index appears on page .
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PART I
ITEM 1. BUSINESS
Northland Cable Properties Eight Limited Partnership (the
"Partnership") is a Washington limited partnership consisting of one general
partner and approximately 969 limited partners as of December 31, 1995.
Northland Communications Corporation, a Washington corporation, is the Managing
General Partner of the Partnership (referred to herein as "Northland" or the
"Managing General Partner").
Northland was formed in March 1981 and is principally involved in the
ownership and management of cable television systems. Northland currently
manages the operations and is the General Partner for cable television systems
owned by 6 limited partnerships. Northland is also the parent company of
Northland Cable Properties, Inc. which was formed in February 1995 and is
principally involved in direct ownership of cable television systems. Northland
is a subsidiary of Northland Telecommunications Corporation ("NTC"). Other
subsidiaries of NTC include:
NORTHLAND CABLE TELEVISION, INC. - formed in October 1985 and
principally involved in the direct ownership of cable television
systems. Owner of Northland Cable News, Inc.
NORTHLAND CABLE NEWS, INC. - formed in May 1994 and principally
involved in the production and development of local programming.
NORTHLAND CABLE SERVICES CORPORATION - formed in August 1993 as the
holding company for the following entities:
CABLE TELEVISION BILLING, INC. - formed in June 1987 and
principally involved in the development and production of computer
software used in connection with the billing and financial
recordkeeping for cable systems owned or managed by Northland or
Northland Cable Television, Inc.
NORTHLAND INVESTMENT CORPORATION - formed in 1988 and principally
involved in the underwriting of Northland sponsored limited
partnership securities offerings.
CABLE AD-CONCEPTS, INC. - formed in November 1993 and principally
involved in the production and development of video commercial
advertisements.
NORTHLAND MEDIA, INC. - formed in April 1995 as the holding company for
the following entity:
STATESBORO MEDIA, INC. - formed in April 1995 and principally
involved in acquiring and operating an AM radio station serving
the community of Statesboro, GA and surrounding areas.
The Partnership was formed on September 21, 1988 and began operations
in 1989 with the acquisition of a cable television system serving various
communities and contiguous areas surrounding the Santiam Valley, Oregon (the
"Santiam System"). In May 1989, the Partnership acquired the cable television
systems serving the communities and surrounding areas of La Conner, Washington
(the "La Conner System") and the cable television systems serving the community
of and contiguous areas surrounding Elko County and Carlin, Nevada (the "Elko
System"). In April 1991, the Partnership sold the systems located in Elko County
and Carlin, Nevada. In November 1994, the Partnership purchased a cable
television system serving Aliceville, Alabama and several surrounding
communities (the "Aliceville System"). In June 1995, the Partnership sold the
Santiam System. As of December 31, 1995, the total number of basic subscribers
served by the Systems was 9,336, and the Partnership's penetration rate (basic
subscribers as a percentage of homes passed) was approximately 86% as compared
to an industry average of approximately 64%, as reported by the PAUL KAGAN
ASSOCIATES, INC. The Partnership's properties are located in rural areas
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which, to some extent, do not offer consistently acceptable off-air network
signals. This factor, combined with the existence of fewer entertainment
alternatives than in large markets contributes to a larger proportion of the
population subscribing to cable television (higher penetration).
The Partnership has 15 non-exclusive franchises to operate the Systems.
These franchises, which will expire at various dates through the year 2044 (with
one franchise extending to 2044), have been granted by local and county
authorities in the areas in which the Systems operate. Annual franchise fees are
paid to the granting authorities. These fees vary between 3% and 5% and are
generally based on the respective gross revenues of the Systems in a particular
community. The franchises may be terminated for failure to comply with their
respective conditions.
The Partnership serves the communities and surrounding areas of La
Conner, Washington and Aliceville, Alabama. The following is a description of
these areas:
La Conner, WA: The La Conner System serves communities within three
counties in northwestern Washington along Puget Sound. La Conner was
predominately a fishing and farming community when founded in the late 1800's
and temporarily became a major trading port. Today, La Conner has become a
popular tourist area, with surrounding landscapes of pastoral farms and tulip
fields. Its main street, featuring wooden decks and courtyards, runs along the
Swinomish slough. The Swinomish Indian Reservation is located on the outskirts
of La Conner. Certain information regarding the La Conner, WA System as of
December 31, 1995 is as follows:
Basic Subscribers 2,262
Tier Subscribers 1,101
Premium Subscribers 563
Estimated Homes Passed 2,630
Aliceville, AL: The Aliceville system serves the communities in west
central Alabama. The communities, located south and west of Tuscaloosa, include
Aliceville, Carrollton, Pickensville, Reform, Gordo, Millport, Kennedy, Eutaw
and Marion. Certain information regarding the Aliceville, AL system as of
December 31, 1995 is as follows:
Basic Subscribers 7,074
Premium Subscribers 2,262
Estimated Homes Passed 8,250
The Partnership had 13 employees as of December 31, 1995. Management of
these systems is handled through offices located in the towns of La Conner,
Washington and Aliceville, Alabama. Pursuant to the Agreement of Limited
Partnership, the Partnership reimburses the General Partner for time spent by
the General Partner's accounting staff on Partnership accounting and bookkeeping
matters. (See Item 13(a) below.)
The Partnership's cable television business is not considered seasonal.
The business of the Partnership is not dependent upon a single customer or a few
customers, the loss of any one or more of which would have a material adverse
effect on its business. No customer accounts for 10% or more of revenues. No
material portion of the Partnership's business is subject to renegotiation of
profits or termination of contracts or subcontracts at the election of any
governmental unit, except that franchise agreements may be terminated or
modified by the franchising authorities as noted above. During the last year,
the Partnership did not engage in any research and development activities.
Partnership revenues are derived primarily from monthly payments
received from cable television subscribers. Subscribers are divided into three
categories: basic subscribers, tier subscribers and premium subscribers. "Basic
subscribers" are households that subscribe to the basic level of service, which
generally provides access to the three major television networks (ABC, NBC and
CBS), a few independent local stations, PBS (the Public Broadcasting System) and
certain satellite programming services, such as ESPN, CNN or The Discovery
Channel. "Tier subscribers" are households that subscribe to an additional level
of certain satellite programming services, such as Cartoon Network, CNBC or
American Movie Classics. "Premium subscribers" are households that subscribe to
one or more "pay channels" in addition to the basic service. These pay channels
include such services as "Showtime", "Home Box Office", "Cinemax", "Disney" or
"The Movie Channel".
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COMPETITION
Due to factors such as the non-exclusivity of the Partnership's
franchises, recent regulatory changes and Congressional action, the rapid pace
of technological developments, and the adverse publicity received by the cable
industry regarding the lack of competition, there is a substantial likelihood
that the Partnership's systems will be subject to a greater degree of
competition in the future.
Other Entertainment Alternatives The Partnership's systems compete with
other communications and entertainment media, including conventional
over-the-air television broadcasting stations. Cable television service was
first offered as a means of improving television reception in markets where
terrain factors or remoteness from major cities limited the availability of
over-the-air television broadcasts. In some of the areas served by the
Partnership's systems, several of the broadcast television channels can be
adequately received off-air. The extent to which cable television service is
competitive with broadcast stations depends in significant part upon the cable
television system's ability to provide an even greater variety of programming
than available off-air.
Cable television systems also are susceptible to competition from other
video programming delivery systems (discussed below), from other forms of home
entertainment such as video cassette recorders, and, in varying degrees, from
sources of entertainment in the communities served, including motion picture
theaters, live theater and sporting events.
Overbuilds Recent federal legislation and court decisions have
increased the likelihood that incumbent cable operators will face instances of
"overbuilding". Overbuilding occurs when a cable operator who is not affiliated
with the incumbent franchise holder applies for and receives a second franchise
from the local franchising authority and constructs a cable system in direct
competition with that of the incumbent. None of the Partnership's franchises
provide for exclusivity. Overbuilding typically occurs where the overbuilder
believes it can attract a profitable share of the incumbent operator's customer
base. Overbuilding also may occur if the local franchising authority authorizes
construction of a governmentally owned and operated cable system. However,
Management believes that given the current regulatory environment related to
cable rates, the attractiveness of overbuilding may have been diminished.
Wireless Services A variety of services, often generically referred to
as "wireless" cable, distribute video programming via omnidirectional low-power
microwave signals from a stationary transmitter to customers at fixed locations.
For many years such services faced governmental restrictions on the types of
programming they could distribute and were generally prevented, by regulatory
and technological reasons, from distributing the quantity of programming
distributed by cable operators. Wireless operators also faced difficulty in
obtaining access to certain programming produced by vendors affiliated with the
cable industry.
In recent years, the Federal Communications Commission (the "FCC") has
adopted policies for authorizing new technologies and providing a more favorable
regulatory environment for certain existing wireless technologies. Such policies
have the potential to create additional competition for cable television
systems. The FCC recently amended its regulations to enable multi-channel,
multi-point distribution services ("MMDS"), to compete more effectively with
cable television systems by making available additional channels to the MMDS
industry.
On December 10, 1992, the FCC commenced a rulemaking in which a new
wireless multichannel video service is proposed to be created. The proposed new
service is called the Local Multichannel Distribution Service ("LMDS") and will
operate in the 27.5 - 29.5 MHz frequency band. LMDS providers, as the FCC
currently proposes, would have no restrictions on the kinds of service that may
be offered. No major technological advances which would adversely affect the
Partnership's business have been made during 1995.
There can be no assurance, however, that future competition brought
about by MMDS, LMDS and other wireless technologies will not have a material
adverse effect on Partnership operations. As noted below, the recent
Congressional legislation, among other things, is designed to make programming
that is currently available to the cable television industry available to other
technologies to foster the growth of alternative video programming delivery
services.
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Satellite Delivered Services Additional competition exists from private
cable television systems serving condominiums, apartment complexes and other
private residential developments. The operators of these private systems,
generally referred to as Satellite Master Antenna Television ("SMATV")
providers, often enter into exclusive agreements with apartment building owners
or homeowner's associations that preclude operators of franchised cable
television systems from serving residents of such private complexes. Due to the
widespread availability of reasonably priced satellite signal reception dishes
or earth stations, SMATV systems now can offer both improved reception of local
televisions station and many of the same satellite-delivered programming
services that are offered by franchised cable television systems. Moreover,
SMATV systems generally are free of the regulatory burdens imposed on franchised
cable television systems. Although a number of states and some municipalities
have enacted laws and ordinances to afford operators of franchised cable
television systems access to private complexes, several of such laws and
ordinances have been challenged successfully in the courts, and others are under
attack. Because the Partnership generally has been able to enter into access
agreements with owners of private complexes, in Management's opinion, successful
challenges to access statutes would not have a material adverse effect on the
operations of the Partnership.
Reasonably priced earth stations designed for private home use now
enable individual households to receive many of the satellite-delivered
programming services formerly available only to cable television subscribers.
Many satellite programmers now encode their signals in order to allow reception
only by means of authorized decoding equipment.
Direct broadcast satellite ("DBS") service consists of satellite
services that focus on delivering programming services directly to homes using
high-power signals transmitted by satellites to receiving facilities located on
the premises of subscribers. With an antenna as small as 18 inches, a DBS
customer can receive a hundred or more programming signals. Several companies
are preparing to have high-powered DBS systems in place by the middle of this
decade, and two, DirecTv, an affiliate of Hughes Communications, United States
Satellite Broadcasting Co., an affiliate of Hubbard Broadcasting and Primestar,
owned by a consortium of cable television operators, have launched their
systems. It is expected that these DBS operators will use video compression
technology to increase the channel capacity of their systems to provide a
package of movies, broadcast stations and other programming services competitive
with those of cable television systems.
Using a national base of subscribers, it is possible that DBS companies
may be able to offer new and highly specialized services which may not be
available to the cable television industry, but as channel capacity and
penetration of cable television systems increase, the cable industry is expected
to have the ability to offer additional services as well. Because DBS systems
deliver their services using satellite technology, they may not be able to
provide services that are of local interest to their subscribers, and may not be
able to maintain a local presence, which is considered a significant advantage
in developing and maintaining subscriber support. The extent to which DBS
systems will be competitive with the services provided by cable television
systems will depend, among other things, on the ability of DBS operators to
finance substantial start-up costs and to create their own programming or to
obtain access to existing programming. Recent federal legislation requires cable
programmers under certain circumstances to offer their programming to operators
of DBS, MMDS and other multi-channel video systems at not unreasonably
discriminatory prices.
During 1995, the Partnership did not experience any significant
subscriber loss to DBS. There can be no assurance, however, that future
competition brought about by DBS will not have a material adverse impact on
Partnership operations.
Telephone Companies Federal law, FCC regulations and the 1982 federal
court consent decree (the "Modified Final Judgment") that settled the 1974
antitrust suit against AT&T all limit in various ways the provision of video
programming and other information services by telephone companies. Federal law
codifies FCC cross-ownership regulations which, among other things, prohibit
local telephone exchange companies including the seven Regional Bell Operating
Companies ("RBOCs"), from providing video programming directly to subscribers
within their local exchange service areas, except in rural areas or by specific
waiver of FCC rules. These statutory provisions and corresponding FCC
regulations are of particular competitive importance because these telephone
companies
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already own much of the plant necessary for cable television operations, such as
poles, underground conduits, associated rights-of-way and connections to the
home.
In July 1991, the U.S. District Court responsible for the Modified
Final Judgment lifted the prohibition on the provision of information services
by the RBOCs. As a result, the RBOCs were allowed to acquire or construct cable
television systems outside of their own service areas. Another federal court
held that the cable/telco cross-ownership prohibitions unconstitutionally
abridge the First Amendment rights of the RBOCs and other telephone companies.
Several RBOCs have entered into agreements to purchase cable television systems
outside their service areas. Management believes that such purchases of existing
cable television systems do not represent a significant competitive threat to
the Partnership
In July 1992, the FCC voted to authorize additional competition to
cable television by video programmers using broadband common carrier facilities
constructed by telephone companies. The FCC allowed telephone companies to take
ownership interests of up to 5% in such programmers. Several telephone companies
have sought approval from the FCC to build such "video dialtone" systems and
several experimental systems have been approved by the FCC. No such systems were
proposed in a community in which the Partnership holds a cable franchise.
Recent Federal laws have significantly changed the restrictions on
telephone companies with respect to their ability to own and operate video
programming delivery systems within their own service areas. See "Regulation -
The 1996 Act."
There can be no assurance that future competition brought on by
telephone company participation in the cable television industry will not have a
material adverse effect on the Partnership's operations.
REGULATION
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. Provisions of
regulatory events that have impacted the Partnership's operations are summarized
below.
The 1992 Cable Act. On October 5, 1992, Congress enacted the Cable
Television Consumer Protection and Competition Act of 1992 (the "1992 Cable
Act"), which significantly increased regulation of the cable television
industry. The 1992 Cable Act became generally effective on December 4, 1992,
although certain provisions became effective at later dates. The 1992 Cable Act
represents a significant change in the regulatory framework under which cable
television systems operate and has had and likely will continue to have a
significant impact on the cable industry and the Partnership's business.
Since the Cable Communications Policy Act of 1984 (the "1984 Cable
Act") became effective, and prior to the enactment of the 1992 Cable Act, rates
for cable services were unregulated for substantially all of the Partnership's
systems. Effective September 1, 1993, rate regulation was instituted for certain
cable television services and equipment in communities that are not subject to
"effective competition" as defined in the legislation. Effective competition is
defined by this law to exist only where (i) fewer than 30 percent of the
households in the franchise area subscribe to the cable service of a cable
system; (ii) there are at least two unaffiliated multichannel video programming
distributors serving the franchise area meeting certain penetration criteria; or
(iii) a multichannel video programming distributor is available to 50 percent of
the homes in the franchise area and is operated by the franchising authority.
Virtually all cable television systems in the United States, including all of
the Partnership's systems, are not subject to effective competition under this
definition and therefore are subject to rate regulation for basic service by
local franchising authority officials under the oversight of the FCC and subject
to rate regulation for their remaining programming services (other than those
offered for a per-channel or per-program charge) by the FCC.
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The 1992 Cable Act requires each cable system to establish a basic
service tier consisting, at a minimum, of all local broadcast signals and all
non-satellite delivered distant broadcast signals which the system wishes to
carry, and all public, educational and governmental access programming. On April
1, 1993, the FCC adopted its initial regulations governing rates for the basic
service tier. Under the regulations adopted by the FCC on April 1, 1993, local
franchising authorities, after meeting certain requirements, can require cable
operators to reduce the rates for the basic service tier by up to 10 percent
from the rates in effect on September 30, 1992, if those rates exceed a
per-channel benchmark established by the FCC. Local franchising authorities also
are empowered to regulate the rates charged for installation and lease of the
equipment used by subscribers to receive the basic service tier and the
installation and monthly use of connections for additional television sets. The
FCC's regulations require franchising authorities to regulate these rates on the
basis of actual cost standards developed by the FCC.
A local franchising authority seeking to regulate basic service rates
must certify to the FCC that, among other things, it has adopted regulations
consistent with the FCC's rate regulation guidelines and criteria. If a local
franchising authority's certification is deficient or subsequently is revoked,
then the FCC is required to regulate the cable operator's basic service rates
until the local franchising authority is properly certified or until such time
as effective competition exists within the cable system's franchise area.
Under the initial regulations adopted by the FCC on April 1, 1993, the
FCC, in response to complaints by a subscriber, franchising authority or other
governmental entity, required cable operators to reduce the rates for tiers of
service other than the basic service tier ("CPST's") by up to 10 percent from
the rates in effect on September 30, 1992, if those rates were determined to
exceed a per-channel benchmark established by the FCC. In response to
complaints, the FCC also regulates, on the basis of actual cost, the rates for
equipment used only to receive these higher service tiers.
Only the FCC may regulate CPST's. Neither the FCC nor a local
franchising authority has jurisdiction over a cable system's rates for
programming provided on a per-channel or per-program basis.
As part of the implementation of the new regulations, the FCC froze all
rates in effect on April 5, 1993 until May 15, 1994, except rates for premium
and pay-per-view programming services and equipment. On February 22, 1994, the
FCC adopted rules that modify, among other things, the FCC's benchmark system
for determining the maximum rates for regulated services on cable systems not
subject to effective competition. In addition to adopting new, lower benchmark
levels, the FCC's regulations (i) allow local franchising authorities to require
cable operators to reduce the rate for the basic service tier by up to 17
percent from the rates in effect on September 30, 1992 if those rates exceed the
new per-channel benchmarks by that amount, and (ii) allow the FCC, in response
to a complaint, to require cable operators to reduce the rates for CPST's by up
to 17 percent from the rates in effect on September 30, 1992 if those rates
exceed the new per-channel benchmarks by that amount.
In late 1994, the FCC revised its regulations governing the manner in
which cable operators may charge subscribers for new cable programming services.
The FCC instituted a three-year flat fee mark-up plan for charges relating to
new channels of cable programming services in addition to the present formula
for calculating the permissible rate for new services. Commencing January 1,
1995, operators may charge for new channels of cable programming services added
after May 14, 1994 at a rate of up to 20 cents per channel, but may not make
adjustments to monthly rates totaling more than $1.20 plus an additional 30
cents for programming license fees per subscriber over the first two years of
the three-year period for these new services. Cable operators may charge an
additional 20 cents in the third year only for channels added in that year plus
the costs for the programming. Cable operators electing to use the 20 cents per
channel adjustment may not also take a 7.5% mark-up on programming cost
increases, which is permitted under the FCC's current rate regulations. The FCC
indicated that it would request further comment on whether cable operators
should continue to receive the 7.5% mark-up on increases in license fees on
existing programming services.
Additionally, the FCC will permit cable operators to offer New Product
Tiers ("NPT") at rates which they elect so long as, among other conditions,
other channels that are
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subject to rate regulation are priced in conformity with applicable regulations
and cable operators do not remove programming services from existing service
tiers and offer them on the NPT.
Under the 1992 Cable Act, cable systems may not require subscribers to
purchase any service tier other than the basic tier as a condition of access to
video programming offered on a per-channel or per-program basis. Cable systems
are allowed a 10-year phase-in period to the extent necessary to implement the
required technology to facilitate such access. The FCC may grant extensions of
the 10-year time period, if deemed necessary.
The 1992 Cable Act also provides that the consent of most television
stations (except satellite-delivered television stations that were provided to
the cable television industry as of May 1, 1991, and noncommercial stations)
would be required before a cable system could retransmit their signals.
Alternatively, a television station could elect to exercise must-carry rights.
Must-carry rights entitle a local broadcast station to demand carriage on a
cable system, and a system generally is required to devote up to one-third of
its channel capacity for the carriage of local stations. Litigation challenging
the constitutionality of the mandatory broadcast signal carriage requirements of
the 1992 Cable Act is currently pending before the United States Supreme Court.
The must-carry rules will remain in effect during the pendency of the
proceedings before the United States Supreme Court. If must-carry requirements
withstand judicial review, the requirements may cause displacement of more
attractive programming. If retransmission consent requirements withstand
judicial review and broadcast stations require significant monetary payments for
cable system carriage of their signals, the cost of such signal carriage may
adversely affect the Partnership's operations.
In addition, the 1992 Cable Act (i) requires cable programmers under
certain circumstances to offer their programming to present and future
competitors of cable television such as multichannel multipoint distribution
services ("MMDS"), satellite master antenna systems ("SMATV") and direct
broadcast satellite system operators; (ii) prohibits new exclusive contracts
with program suppliers without FCC approval; (iii) bars municipalities from
granting exclusive franchises and from unreasonably refusing to grant additional
competitive franchises; (iv) permits municipal authorities to operate a cable
system without a franchise; (v) regulates the ownership by cable operators of
other media such as MMDS and SMATV; (vi) bars, subject to several stated
exceptions, cable operators from selling or transferring ownership in a cable
system for a three-year period following the acquisition or initial construction
of the system; and (vii) prohibits a cable operator from charging a customer for
any service or equipment that the subscriber has not affirmatively requested.
In response to the 1992 Cable Act, the FCC has imposed or will impose
new regulations in the areas of customer service, technical standards,
compatibility with other consumer electronic equipment such as "cable ready"
television sets and video cassette recorders, equal employment opportunity,
privacy, rates for leased access channels, obscene or indecent programming,
limits on national cable system ownership concentration, standards for limiting
the number of channels that a cable television system operator could program
with programming services controlled by such operator and disposition of a
customer's home wiring.
The 1992 Cable Act and subsequent FCC rulings have generally increased
the administrative and operational expenses of cable television systems as a
result of additional regulatory oversight by the FCC and local franchise
authorities. There have been several lawsuits filed by cable operators and
programmers in federal court challenging various aspects of the 1992 Cable Act.
The litigation concerning the must-carry rules is described above. Appeals also
have been filed in connection with litigation resulting from the FCC's rate
regulation rulemaking decisions. The Partnership cannot determine at this time
the outcome of pending FCC rulemakings, the litigation described herein, or the
impact of any adverse judicial or administrative decisions on the Partnership's
systems or business.
Other Regulatory Developments In November 1991, the FCC released a
Report and Order in which it concluded, among other things, that the 1984 Cable
Act and the FCC's regulatory cross-ownership restrictions do not prohibit
interexchange carriers (i.e., long distance telephone companies) from acquiring
cable television systems or entering into joint ventures with cable operators in
areas where such interexchange carriers provide their long distance telephone
services. The FCC also concluded that a local exchange
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carrier (i.e., the local telephone company) that provides a common carrier-based
system to distribute video programming to subscribers and a third party
programmer using such common carrier services are not required by federal law to
obtain a cable television franchise from the local franchising authority in
order to provide such video programming services to the public. The FCC's
decision described in the preceding sentence has been appealed and these appeals
are currently pending.
In 1989, the FCC issued new syndicated exclusivity and network
non-duplication rules which enable local television broadcasters to compel cable
television operators to delete certain programming on distant broadcast signals.
Those rules took effect January 1, 1990. Under the rules, all television
broadcasters, including independent stations, can compel cable television
operators to delete syndicated programming from distant signals if the local
broadcaster negotiated exclusive rights to such programming. Local network
affiliates may insist that a cable television operator delete a network
broadcast on a distant signal. The rules made certain distant signals a less
attractive source of programming for the Partnership's systems, since much of
such distant signals' programming may have to be deleted.
The FCC currently regulates the rates and conditions imposed by public
utilities for use of their poles, unless, under the Federal Pole Attachments
Act, state public service commissions are able to demonstrate that they regulate
the cable television pole attachment rates. In the absence of state regulation,
the FCC administers pole attachment rates through the use of a formula which it
has devised. The validity of this FCC function was upheld by the United States
Supreme Court.
THE 1996 ACT
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 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 impacting the cable television industry,
more specifically those impacting the Partnership's operations, follows:
CPST Rate Regulation FCC regulation of rates for CPST's has been
eliminated for small cable systems served by small companies. Small cable
systems are those having 50,000 or fewer subscribers served by companies with
fewer than one percent of national cable subscribers (approximately 600,000).
All of the Partnership's cable systems qualify as small cable systems. Basic
tier rates remain subject to regulation 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 by the local exchange
carrier, its affiliates, or any multichannel video programming distributor which
uses the facilities of the local exchange carrier. No penetration criteria
exists that triggers the presence of effective competition under these
circumstances.
Telephone Companies The 1996 Act allows telephone companies to offer
video programming directly to customers in their service areas immediately upon
enactment. They may provide video programming as a cable operator fully subject
to the 1996 Act, or a radio-based multichannel programming distributor not
subject to any provisions of the 1996 Act or through non-franchised "open video
systems" offering non-discriminatory capacity to unaffiliated programmers,
subject to selected provisions of the 1996 Act. Although management's opinion is
that the probability of competition from telcos in rural areas is unlikely in
the near future, there are no assurances such competition will not materialize.
The 1996 Act encompasses various other aspects of providing cable
television service including prices for equipment, discounting of 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 PEG and leased access
channels.
Copyright Cable television systems are subject to federal copyright
licensing, covering carriage of television broadcast signals. In exchange for
paying a percentage of
10
their revenues to a federal copyright royalty pool, cable television operators
obtain a compulsory license to retransmit copyrighted materials from broadcast
signals. Existing Copyright Office regulations require that compulsory copyright
payments be calculated on the basis of revenue derived from any service tier
containing broadcast retransmission. Although the FCC has no formal jurisdiction
over this area, it has recommended to Congress to eliminate the compulsory
copyright scheme altogether. The Copyright Office has similarly recommended such
a repeal. Without the compulsory license, cable television operators would need
to negotiate rights from the copyright owners for each program carried on each
broadcast station in each cable system's channel lineup. Such negotiated
agreements could increase the cost to cable television operators of carrying
broadcast signals. Thus, given the uncertain but possible adoption of this type
of copyright legislation, the nature or amount of the Partnership's future
payments for broadcast signal carriage cannot be predicted at this time.
Local Regulation Cable television systems are generally operated
pursuant to franchises, permits or licenses issued by a municipality or other
local government entity. Each franchise generally contains provisions governing
fees to be paid to the franchising authority, sale or transfer of the franchise,
territory of the franchise, design and technical performance of the system, use
and occupancy of public streets and number and types of cable television
services provided. Franchises are usually issued for fixed terms and must
periodically be renewed. There can be no assurance that the franchises for the
Partnership's systems will be renewed as they expire, although the Partnership
believes that its cable systems generally have been operated in a manner that
satisfies the standards of the 1984 Cable Act, as amended by the 1992 Cable Act,
for franchise renewal. In the event the franchises are renewed, the Partnership
cannot predict the impact of any new or different conditions that might be
imposed by the franchising authorities in connection with such renewals.
Summary The foregoing does not purport to be a summary of all present
and proposed federal, state and local regulations and legislation relating to
the cable television industry. Other existing federal legislation and
regulations, copyright licensing and, in many jurisdictions, state and local
franchise requirements are currently the subject of a variety of judicial
proceedings, legislative hearings and administrative and legislative proposals
which could change, in varying degrees, the manner in which cable television
systems operate. Neither the outcome of these proceedings nor their impact upon
the cable television industry or the Partnership can be predicted at this time.
The Partnership expects to adapt its business to adjust to the changes
that may be required under any scenario of regulation. At this time, the
Partnership cannot assess the effects, if any, that present regulation may have
on the Partnership's operations and potential appreciation of its Systems. There
can be no assurance, however, that the final form of regulation will not have a
material adverse impact on partnership operations.
ITEM 2. PROPERTIES
The Partnership's cable television systems are located in and around La
Conner, Washington and Aliceville, Alabama. The principal physical properties of
the Systems consist of system components (including antennas, coaxial cable,
electronic amplification and distribution equipment), motor vehicles,
miscellaneous hardware, spare parts and real property, including office
buildings and headend sites and buildings. The Partnership's cable plant passed
approximately 10,880 homes as of December 31, 1995. Management believes that the
Partnership's plant passes all areas which are currently economically feasible
to service. Future line extensions depend upon the density of homes in the area
as well as available capital resources for the construction of new plant. (See
Part II. Item 7. Liquidity and Capital Resources.)
On June 30, 1995, the Partnership sold the operating assets and
franchise rights of its cable television systems serving eight communities in
northwestern Oregon. This sale represented all of the Partnership's operations
in the State of Oregon. The sales price was $5,800,000 which was received in
cash by the Partnership on June 30, 1995.
On January 5, 1996, the Partnership acquired substantially all
operating assets and franchise rights of the cable television system serving
approximately 3,100 subscribers, in and around Swainsboro, Georgia. The purchase
price was $6,056,326 of which $5,751,326 was paid at the closing date and the
balance of $305,000 was deposited into an escrow account. Final payment from the
escrow
11
account, net of any purchase price adjustments, is due no later than May 4,
1996.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None.
12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) There is no established public trading market for the Partnership's
units of limited partnership interest.
(b) The approximate number of equity holders as of December 31, 1995,
is as follows:
Limited Partners: 969
General Partners: 1
(c) During 1995 and 1994, the Partnership made no cash distributions.
ITEM 6. SELECTED FINANCIAL DATA
Years ended December 31,
1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- ----------
SUMMARY OF OPERATIONS:
Revenue $3,529,252 $2,030,906 $1,649,839 $1,650,731 $1,656,887
Operating income (loss) 46,771 (307,224) (348,592) (465,168) (954,274)
Gain (loss) on sale of
assets (11,627) (23,378) 0 0 391,664
Gain on sale of system 3,391,978 0 0 0 0
Net income (loss) 2,669,199 (705,411) (610,328) (808,509) (1,041,386)
Net income (loss) per
limited partner unit
(weighted average) 138 (36) (32) (42) (54)
Cumulative tax losses
per limited partner
unit (642) (520) (500) (472) (419)
1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- ----------
BALANCE SHEET DATA:
Total assets $ 9,682,978 $12,532,350 $ 5,991,946 $ 6,878,696 $ 7,672,160
Notes payable 5,618,000 11,209,977 4,224,000 4,550,000 4,550,000
Total liabilities 6,222,574 11,728,645 4,482,830 4,759,252 4,744,207
General partner's
deficit (45,614) (72,306) (65,252) (59,149) (51,064)
Limited partner's
capital 3,506,018 876,011 1,574,368 2,178,593 2,979,017
Distribution per
limited partner unit 0 0 0 0 0
Cumulative distributions
per limited partner unit 0 0 0 0 0
13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
1995 AND 1994
Total revenue reached $3,529,252 for the year ended December 31, 1995,
representing an increase of approximately 74% over 1994. This increase is
primarily attributable to a full year of operations in the Aliceville, AL system
in 1995. This revenue increase is offset by the disposition of the Santiam, OR
system in June 1995. Of the 1995 revenue, $2,764,771 (78%) is derived from
subscriptions to basic services, $325,894 (9%) from subscriptions to premium
services, $60,241 (2%) from subscriptions to tier services, $98,881 (3%) from
installation charges, $43,332 (1%) from service maintenance revenue, and
$236,133 (7%) from other sources.
The following table displays historical average rate information for various
services offered by the Partnership's systems (amounts per subscriber per
month):
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
Basic Rate $20.75 $19.80 $19.60 $19.20 $18.74
Tier Rate 4.60 3.50 3.25 2.85 ---
HBO Rate 11.25 11.35 11.35 11.35 11.16
Cinemax Rate 9.00 9.10 9.10 9.95 10.50
Showtime Rate --- 10.45 10.45 10.45 11.00
Disney Rate 9.00 9.40 9.40 9.40 10.75
Additional
Outlet Rate --- --- --- 2.75 2.75
Service
Contract Rate 2.45 2.65 2.65 --- ---
Operating expenses totaled $425,346 for the year ended December 31, 1995,
representing an increase of approximately 97% over 1994. This increase is due to
a full year of operations in the Aliceville, AL system offset by the disposition
of operations in the Santiam, OR system in June 1995. The Aliceville, AL system
represents approximately 74% of operations after giving effect of the Santiam,
OR system disposition. Increases in salary and benefit costs also contributed to
the overall increase in operating expenses. Salary and benefit costs are the
major component of operating expenses. Employee wages are reviewed annually and,
in most cases, increased based on cost of living adjustments and other factors.
Therefore, management expects operating expenses to increase in the future.
General and administrative expenses totaled $923,079 for the year ended
December 31, 1995, representing an increase of approximately 63% over 1994. This
increase is due to a full year of operations in the Aliceville, AL system offset
by the disposition of operations in the Santiam, OR system in June 1995.
Programming expenses totaled $761,428 for the year ended December 31, 1995,
representing an increase of approximately 88% over 1994. This increase is due to
a full year of operations in the Aliceville, AL system offset by the disposition
of operations in the Santiam, OR system in June 1995. The remaining increase is
due to higher agency sales commissions and increased costs charged by various
program suppliers. As these costs are based on the number of subscribers served,
future subscriber increases will cause the trend of programming expense
increases to continue. In addition, rate increases from program suppliers, as
well as new fees due to the launch of additional channels, will contribute to
the trend of increased programming costs.
Depreciation and amortization expense increased from $1,150,674 in 1994 to
$1,372,628 in 1995 (approximately 19%). This is primarily due to a full year of
depreciation and amortization on plant, equipment and intangible assets of the
Aliceville, AL system offset by the reduction of depreciation and amortization
expense on plant, equipment and intangible assets of the Santiam, OR system.
14
Interest expense increased from $377,385 in 1994 to $775,213 in 1995
(approximately 105%). The Partnership's average bank debt balance increased from
approximately $7,412,000 in 1994 to $8,109,000 in 1995, mainly due to the
increased borrowings to finance the acquisition of the Aliceville, AL system. In
addition, the Partnership's effective interest rate increased from 5.09% in 1994
to 9.55% in 1995.
In 1995, the Partnership generated net income of $2,669,199, including a gain
of $3,391,978 from the sale of the Santiam system. Exclusive of this gain, the
Partnership had a net loss of $722,779. The operating losses incurred by the
Partnership historically are a result of significant non-cash charges to income
for depreciation and amortization. Prior to the deduction for these non-cash
items, the Partnership has generated positive operating income in each year in
the three year period ending December 31, 1995. Management anticipates that this
trend will continue, and that the Partnership will continue to generate net
operating losses after depreciation and amortization until a majority of the
Partnership's assets are fully depreciated.
1994 AND 1993
Total revenue reached $2,030,906 for the year ended December 31, 1994,
representing an increase of approximately 20% over 1993. This increase is
primarily due to the acquisition of the Aliceville, AL system in November 1994.
The partnership experienced a 3% increase in revenue exclusive of the activity
for the Aliceville, AL system which is attributable to an approximate 3%
increase in subscribers and a significant increase in service maintenance
revenue. Of the 1994 revenue, $1,589,391 (78%) is derived from subscriptions to
basic services, $201,365 (10%) from subscriptions to premium services, $57,939
(3%) from installation charges, $32,002 (1%) from subscriptions to tier
services, $56,637 (3%) from service maintenance revenue, and $93,572 from other
sources.
Operating expenses totaled $215,405, representing an increase of
approximately 23% over 1993. Approximately 20% of the increase is due to the
addition of employees from the purchase of the Aliceville System and the
remaining increase is attributable to higher salary and benefit costs.
General and administrative expenses totaled $566,674 for the year ended
December 31, 1994, representing an increase of approximately 17% over 1993.
Approximately 13% of the increase is due to the addition of employees from the
purchase of the Aliceville System. The remaining net increase is attributable to
higher salary and benefit costs offset by the transfer of employees from the
LaConner System to an affiliate. The major components of general and
administrative expense are salaries and benefits, and revenue based expenses
such as management fees, copyright expenses and franchise fees. Therefore, as
the Partnership's revenue increases, general and administrative expenses are
expected to increase.
Programming expenses totaled $405,377 for the year ended December 31, 1994,
representing an increase of approximately 39% over 1993. Approximately 20% of
the increase is due to the higher costs charged by various program suppliers.
Programming expenses mainly consist of payments made to the suppliers of various
cable programming services.
Depreciation and amortization expense increased from $1,094,460 in 1993 to
$1,150,674 in 1994 (approximately 5%). This is mainly due to depreciation and
amortization on plant, equipment and intangible assets acquired from the
purchase of the Aliceville, AL system offset by certain intangible assets
becoming fully amortized.
Interest expense increased from $266,350 in 1993 to $377,385 in 1994
(approximately 42%). The Partnership's average bank debt balance increased from
approximately $4,387,000 during 1993 to approximately $7,412,000 in 1994, mainly
due to increased borrowing to finance the acquisition of the Aliceville, AL
System. In addition, the Partnership's effective interest rate decreased from
approximately 6.07% in 1993 to approximately 5.09% in 1994.
EFFECTS OF REGULATION
On October 5, 1992, Congress enacted the Cable Television Consumer Protection
and Competition Act of 1992 (the "1992 Act"). The 1992 Act and subsequent
revisions and rulemakings substantially re-regulated the cable television
industry. The regulatory aspects of the 1992 Act included giving the local
franchising authorities and the FCC the ability to regulate rates for basic
services, equipment charges and additional CPST's when certain conditions were
met. All of the Partnership's cable systems were potentially subject to rate
15
regulation. The most significant impact of rate regulation was the inability to
raise rates for regulated services as costs of operation rose during an FCC
imposed rate freeze from April 5, 1993 to May 15, 1994. This has contributed to
operating margins before depreciation and amortization declining from 44% for
the twelve months ended December 31, 1993 to 42% for the same period in 1994.
On February 8, 1996, the Telecommunications Act of 1996 (the 1996 Act) became
law. The 1996 Act will eliminate all rate controls on CPST's of small cable
systems, defined by the 1996 Act as systems serving fewer than 50,000
subscribers owned by operators serving fewer than 1% of all subscribers in the
United States (approximately 600,000 subscribers). All of the Partnership's
cable systems qualify as small cable systems. Many of the changes called for by
the 1996 Act will not take effect until the FCC issues new regulations, a
process that could take from several months to a few years depending on the
complexity of the required changes and the statutory time limits. Because of
this the full impact of the 1996 Act on the Partnership's operations cannot be
determined at this time.
As of the date of this filing, the Partnership has received notification that
local franchising authorities with jurisdiction over approximately 12% of total
subscribers have elected to certify and no formal 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.
LIQUIDITY AND CAPITAL RESOURCES
During 1995, the Partnership's primary source of liquidity was cash flow from
operations and the sale of the Santiam system. The Partnership generates cash on
a monthly basis through the monthly billing of subscribers for cable services.
Losses from uncollectible accounts have not been material. During 1995, cash
generated from monthly billings was sufficient to meet the Partnership's needs
for working capital, capital expenditures (excluding acquisitions) and debt
service. Proceeds from the system sale were used primarily to repay bank debt.
Management's projections for 1996 show that the cash generated from monthly
subscriber billings should be sufficient to meet the Partnership's working
capital needs, as well as meeting the debt service obligations of its bank loan.
On January 4, 1996, the Partnership refinanced its senior debt with its
current lender to finance the acquisition of the Swainsboro, GA system. The
amended credit facility increases the maximum available borrowings to
$11,925,000. Under the terms of the agreement, no principal payments are
required until March 31, 1998. Prior to this date, the outstanding balance
cannot exceed specified levels which reduce quarterly through December 31, 1997.
Quarterly principal payments will begin March 31, 1998 with a final payment due
December 31, 2001.
As of the date of this filing, the Partnership's term loan balance was
$11,675,000. Certain fixed rate agreements in effect as of September 30, 1995
expired during the fourth quarter of 1995, and the Partnership entered into new
fixed rate agreements. Currently, the interest rates on the credit facility are
as follows: $10,600,000 fixed at 8.86% under the terms of a swap agreement with
the Partnership's lender, expiring January 11, 1998; and $1,075,000 at Libor
based rate of 9.00% expiring June 30, 1996.
At December 31, 1995, the Partnership was required under the terms of its
credit agreement to maintain certain financial ratios, including a Funded Debt
to Annualized Cash Flow Ratio of 5.50 to 1 and Cash flow to Debt Service Ratio
of 1.25 to 1, among other restrictions. At December 31, 1995, the Partnership
was in compliance with all covenants of its loan agreement.
ECONOMIC CONDITIONS
Historically, the effects of inflation have been considered in determining to
what extent rates will be increased for various services provided. It is
expected that the future rate of inflation will continue to be a significant
variable in determining rates charged for services provided, subject to the
provisions of the 1996 Act. Because of the deregulatory nature of the 1996 Act,
the Partnership does not expect the future rate of inflation to have a material
adverse impact on operations.
16
CAPITAL EXPENDITURES
During 1995, the Partnership incurred approximately $480,000 in capital
expenditures. These expenditures included channel additions, line extensions and
initial phases of a system upgrade to 450 MHz in the LaConner, WA system. In the
Aliceville, AL system, the capital expenditures included the addition of ad
insertion equipment and headend equipment and the initial phases of a fiber
optic interconnect of the Aliceville and Reform headends.
Management estimates that the Partnership will spend approximately $500,000
on capital expenditures in 1996. These expenditures include the purchase of ad
insertion equipment and vehicle replacement in the LaConner, WA system. In the
Aliceville, AL system, the capital expenditures include the completion of the
Aliceville/Reform fiber interconnect, the addition of new channels and the
purchase of a vehicle. In the Swainsboro, GA system the capital expenditures
include the addition of computer equipment for billing purposes.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The audited financial statements of the Partnership for the years ended
December 31, 1995, 1994 and 1993 are included as a part of this filing (see Item
14(a)(1) below).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no directors or officers. The Managing General Partner
of the Partnership is Northland Communications Corporation, a Washington
corporation; the Administrative General Partner of the Partnership is FN
Equities Joint Venture, a California general partnership.
Certain information regarding the officers and directors of Northland is
set forth below.
JOHN S. WHETZELL (AGE 54). Mr. Whetzell is the founder of Northland
Communications Corporation and has been President since its inception and a
Director since March 1982. Mr. Whetzell became Chairman of the Board of
Directors in December 1984. He also serves as President and Chairman of the
Board of Northland Telecommunications Corporation, Northland Cable Television,
Inc., Northland Cable Services Corporation, Cable Ad-Concepts, Inc., Cable
Television Billing, Inc. and Northland Cable News, Inc. He has been involved
with the cable television industry for over 21 years and currently serves as a
director on the board of the Cable Antenna Television Association, a national
cable television association. Between March 1979 and February 1982 he was in
charge of the Ernst & Whinney national cable television consulting services. Mr.
Whetzell first became involved in the cable television industry when he served
as the Chief Economist of the Cable Television Bureau of the Federal
Communications Commission (FCC) from May 1974 to February 1979. He provided
economic studies which support the deregulation of cable television both in
federal and state arenas. He participated in the formulation of accounting
standards for the industry and assisted the FCC in negotiating and developing
the pole attachment rate formula for cable television. His undergraduate degree
is in economics from George Washington University, and he has an MBA degree from
New York University.
JOHN E. IVERSON (AGE 59). Mr. Iverson is the Assistant Secretary of
Northland Communications Corporation and has served on the Board of Directors
since December 1984. He also serves on the Board of Directors of Northland
Telecommunications Corporation, Northland Cable Television, Inc., Northland
Cable Services Corporation, Cable Ad-Concepts, Inc. and Cable Television
Billing, Inc., Northland Investment Corporation and Northland Cable News, Inc.
He is currently a partner in the law firm of Ryan, Swanson & Cleveland,
Northland's general counsel. He is a member of the Washington State Bar
Association and American Bar Association and has been practicing law for more
than 33 years. Mr. Iverson is the past president and a current Trustee of the
Pacific Northwest Ballet Association. Mr. Iverson has a Juris Doctor degree from
the University of Washington.
ARLEN I. PRENTICE (AGE 58). Since July 1985, Mr. Prentice has served on
the Board of Directors of Northland Telecommunications Corporation, and he
served on the Board of Directors of Northland Communications Corporation between
March 1982 and July 1985. Since 1969, Mr. Prentice has been Chairman and Chief
Executive Officer of Kibble & Prentice, a diversified financial services firm.
Kibble & Prentice has four divisions, which include Estate Planning and Business
Insurance, Financial Planning and Investments, Employee Benefit Services, and
Property and Casualty Insurance. Mr. Prentice is a Chartered Life Underwriter,
Chartered Financial Consultant, past President of the Million Dollar Round Table
and a registered representative of Investment Management and Research. Mr.
Prentice has a Bachelor of Arts degree from the University of Washington.
MILTON A. BARRETT, JR. (AGE 61). Since April 1986, Mr. Barrett has served
on the Board of Directors of NTC. In 1995, he retired from the Weyerhaeuser
Company after thirty-four years of service. At the time of his retirement, Mr.
Barrett was a Vice President of Sales and Marketing as well as chairman of
Weyerhaeuser's business ethics committee. Mr. Barrett is a graduate of Princeton
University magna cum laude and of the Harvard University Graduate School of
Business Administration.
RICHARD I. CLARK (AGE 38). Mr. Clark has served as Vice President of
Northland since March 1982. He has served on the Board of Directors of both
Northland
18
Communications Corporation and Northland Telecommunications Corporation since
July 1985. He also serves as Vice President and Director of Northland Cable
Services Corporation, Cable Ad-Concepts, Inc., Cable Television Billing, Inc.,
and Northland Cable News, Inc. Mr. Clark was elected Treasurer in April 1987,
prior to which he served as Secretary from March 1982. He also serves as a
registered principal, President and director of Northland Investment
Corporation. Mr. Clark was an original incorporator of Northland and is
responsible for the administration and investor relations activities of
Northland, including financial planning and corporate development. From July
1979 to February 1982, Mr. Clark was employed by Ernst & Whinney in the area of
providing cable television consultation services and has been involved with the
cable television industry for nearly 17 years. He has directed cable television
feasibility studies and on-site market surveys. Mr. Clark has assisted in the
design and maintenance of financial and budget computer programs, and he has
prepared documents for major cable television companies in franchising and
budgeting projects though the application of these programs. In 1979, Mr. Clark
graduated cum laude from Pacific Lutheran University with a Bachelor of Arts
degree in accounting.
ARTHUR H. MAZZOLA (AGE 73). Mr. Mazzola was elected to the Board of
Directors of Northland Telecommunications Corporation in April 1987. From 1985
to 1990, he was Senior Vice President of Benjamin Franklin Leasing Company,
Inc., an equipment lease financing company. Currently, Mr. Mazzola is serving as
Business Development Coordinator at Bank of California. Prior to his association
with Benjamin Franklin Leasing Company, Mr. Mazzola served as President of
Federal Capital Corporation and Trans Pacific Lease Co., Inc. Both of these
companies also engaged exclusively in equipment lease financing. Mr. Mazzola is
a past Board Chairman and current Trustee of the Pacific Northwest Ballet
Association and current Board Member of the Dante Alighieri Society. Mr. Mazzola
attended Boston University School of Business in 1943 where he studied
economics.
TRAVIS H. KEELER (AGE 55). Mr. Keeler was elected to the Board of
Directors of Northland Telecommunications Corporation in April 1987. Since May
1985, he has served as President of Overall Laundry Services, Inc., an
industrial laundry and garment rental firm. Mr. Keeler received a Bachelor of
Arts degree from the University of Washington in 1962.
JAMES E. HANLON (AGE 62). Since June 1985, Mr. Hanlon has been a
Divisional Vice President for Northland's Tyler, Texas regional office and is
currently responsible for the management of systems serving approximately 92,900
basic subscribers in Texas, Alabama and Mississippi. He also serves as Vice
President for Northland Cable News, Inc. Prior to his association with
Northland, he served as Chief Executive of M.C.T. Communications, a cable
television company, from 1981 to June 1985. His responsibilities included
supervision of the franchise, construction and operation of a cable television
system located near Tyler, Texas. From 1979 to 1981, Mr. Hanlon was President of
the CATV Division of Buford Television, Inc., and from 1973 to 1979, he served
as President and General Manager of Suffolk Cablevision in Suffolk County, New
York. Mr. Hanlon has also served as Vice President and Corporate Controller of
Viacom International, Inc. and Division Controller of New York Yankees, Inc. Mr.
Hanlon has a Bachelor of Science degree in Business Administration from St.
Johns University.
JAMES A. PENNEY (AGE 41). Mr. Penney is Vice President and General
Counsel for Northland. He has served as Vice President and General Counsel for
Northland Telecommunications Corporation, Northland Communications Corporation,
Northland Cable Television, Inc. and Northland Cable News, Inc. since September
1985 and was elected Secretary in April 1987. He also serves as Vice President
and General Counsel for Northland Cable Services Corporation, Cable Ad-Concepts,
Inc. and Cable Television Billing, Inc. He is responsible for advising all
Northland systems with regard to legal and regulatory matters, and also is
involved in the acquisition and financing of new cable systems. From 1983 until
1985 he was associated with the law firm of Ryan, Swanson & Cleveland,
Northland's general counsel. Mr. Penney holds a Bachelor of Arts Degree from the
University of Florida and a Juris Doctor from The College of William and Mary,
where he was a member of The William and Mary Law Review.
19
GARY S. JONES (AGE 38). Mr. Jones is Vice President of Northland. Mr.
Jones joined Northland in March 1986 as Controller and has been Vice President
of Northland Telecommunications Corporation, Northland Communications
Corporation and Northland Cable Television, Inc. since October 1986. He also
serves as Vice President for Northland Cable Services Corporation, Cable
Ad-Concepts, Inc., Cable Television Billing, Inc. and Northland Cable News, Inc.
Mr. Jones is responsible for cash management, financial reporting and banking
relations for Northland and is involved in the acquisition and financing of new
cable systems. Prior to joining Northland, Mr. Jones was employed as a Certified
Public Accountant with Laventhol & Horwath from 1980 to 1986. Mr. Jones received
his Bachelor of Arts degree in Business Administration with a major in
accounting from the University of Washington in 1979.
RICHARD J. DYSTE (AGE 50). Mr. Dyste has served as Vice
President-Technical Services of Northland Telecommunications Corporation,
Northland Communications Corporation and Northland Cable Television, Inc. since
April 1987. He also serves as Vice President for Cable Ad-Concepts, Inc. and
Northland Cable News, Inc. He is currently responsible for the management of
systems serving approximately 48,600 basic subscribers in California, Idaho,
Oregon and Washington. Mr. Dyste is the past president and a current member of
the Mount Rainier Chapter of the Society of Cable Television Engineers, Inc. Mr.
Dyste joined Northland in 1986 as an engineer and served as Operations
Consultant to Northland Communications Corporation from August 1986 until April
1987. From 1977 to 1985, Mr. Dyste owned and operated Bainbridge TV Cable. Mr.
Dyste is a graduate of Washington Technology Institute.
H. LEE JOHNSON (AGE 52). Mr. Johnson has served as Divisional Vice
President for Northland's Statesboro, Georgia regional office since March 1994.
Mr. Johnson is responsible for the management of systems serving over 50,400
subscribers located in South Carolina, North Carolina, Georgia and Mississippi.
He also serves as Vice President for Northland Cable News, Inc. Mr. Johnson has
been employed in the cable industry for nearly 27 years. Mr. Johnson has
attended and received certificates of completion from numerous industry training
seminars including courses sponsored by Jerrold Electronics, Scientific Atlanta,
and the Society of Cable Television Engineers. Mr. Johnson also received a
certificate of completion from CATA in public relations.
Certain information regarding the officers and directors of FN Equities
Joint Venture is set forth below:
MILES Z. GORDON (AGE 48). Mr. Gordon, President and Chief Executive
Officer of Financial Network Investment Corporation (FNIC), has a comprehensive
background in both the securities industry and securities law and regulation. In
1972, he joined the Los Angeles office of the Securities and Exchange Commission
(SEC), and in 1974 he was appointed Branch Chief of the Investment Company and
Investment Advisors Examination Division. Mr. Gordon left the SEC in 1978 to
practice law. Within one year, he accepted a position as Vice President of a
major national securities broker/dealer firm headquartered in Long Beach,
California. He subsequently accepted the presidency of this firm in early 1980.
In 1983, he helped form and became President and Chief Executive Officer of
FNIC. This leading firm is now one of the largest independent broker/dealers in
the United States. A graduate of Michigan State University (and current board
member of the Visitors for the College of Social Science for MSU), Mr. Gordon
received his Juris Doctorate from the University of California at Los Angeles
School of Law. He presently serves as Chairman of the Securities Industry
Association Independent Contractor Firms Committee. Mr. Gordon was also Chairman
and a member of the NASD District Business Conduct Committee and a former member
of the NASD Board of Governors. He is past president of the California
Syndication Forum and has also served on several committees for the Securities
Industry Association. Mr. Gordon has appeared on television and radio programs,
been featured in numerous magazine and newspaper articles as an industry
spokesperson, and is a frequent speaker at many industry seminars and
conventions.
JOHN S. SIMMERS (AGE 45). Mr. Simmers, Executive Vice President and
Chief Operating Officer of Financial Network Investment Corporation (FNIC), has
an extensive background in the securities industry. He began his career as a
reporter for Dunn and Bradstreet, then joined the National Association of
Securities Dealers (NASD) in 1974. Knowledgeable in
20
all aspects of broker/dealer regulations, operations, and products, Mr. Simmers
was responsible for reviewing the activities of member firms in twelve states.
Mr. Simmers left the NASD seven years later to accept a position as Vice
President of the securities broker/dealer, retail, wholesale and investment
advisory subsidiaries of a publicly held investment company headquartered in
Long Beach, California. He left this firm in 1983 to help form and become
Executive Vice President and Chief Operating Officer of FNIC. This full service
broker/dealer firm has offices located across the United States. Mr. Simmers is
a graduate of Ohio State University. He served on the Board of Directors of the
California Association of Independent Broker/Dealers and was a member of the
Real Estate Securities and Syndication Institute, the NASD District Business
Conduct Committee (District 2 South), and the International Association for
Financial Planning Due Diligence Steering Committee, which was organized to work
toward improving the quality and consistency of due diligence in the securities
industry. Mr. Simmers currently serves as a member of the NASD Direct
Participation Programs Committee, and has spoken at numerous seminars and
conventions.
HARRY M. KITTER (AGE 40). Mr. Kitter has served as Controller for
Financial Network Investment Corporation since 1983. Prior to this association
from 1981 to 1983 he was employed as the Los Angeles Internal Audit Manager at
the Pacific Stock Exchange. From 1978 to 1981, he was Senior Accountant at
Arthur Young & Co., C.P.A. He holds an MBA from the University of Pittsburgh and
a bachelor's degree in economics from Lafayette College, Easton, Pennsylvania.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership does not have executive officers. However, compensation
was paid to the General Partner and affiliates during 1995 as indicated in Note
3 to the Notes to Financial Statements--December 31, 1995 (see Items 14(a)(1)
and 13(a) below).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Security ownership of
management as of December 31, 1995 is as follows:
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP CLASS
-------------- ------------------- --------- -----
General Partner's Northland Communications (See Note A) (See Note A)
Interest Corporation
1201 Third Avenue
Suite 3600
Seattle, Washington 98101
Note A: Northland has a 1% interest in the Partnership, which
increases to a 20% interest in the Partnership at such time as the limited
partners have received 100% of their aggregate cash contributions plus a
preferred return. The natural person who exercises voting and/or investment
control over these interests is John S. Whetzell.
(B) CHANGES IN CONTROL. Northland has pledged its ownership interest
as Managing General Partner of the Partnership to its lender as collateral
pursuant to the terms of the revolving credit and term loan agreement between
Northland and its lender.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(A) TRANSACTIONS WITH MANAGEMENT AND OTHERS. The Managing General
Partner receives a management fee equal to 5% of the gross revenues of the
Partnership, not including revenues from any sale or refinancing of the
21
Partnership's System. The Managing General Partner also receives reimbursement
of normal operating and general and administrative expenses incurred on behalf
of the Partnership.
The Partnership had an operating management agreement with Northland
Cable Properties Seven Limited Partnership ("NCP-Seven"), an affiliated
partnership organized and managed by Northland. Under the terms of this
agreement, the partnership serves as the exclusive managing agent for one of
NCP-Seven's cable systems and is reimbursed for certain operating and
administrative costs.
During 1994, NCP-Seven began serving as the executive managing agent
for one of the Partnership's cable television systems and is reimbursed for
certain operating and administrative expenses.
Cable Television Billing, Inc. ("CTB"), an affiliate of Northland,
provides software installation and billing services to the Partnership's
Systems.
Northland Investment Corporation ("NIC"), also an affiliate of
Northland, acted as managing underwriter for the sale of the Partnership's
limited partnership units. The Partnership paid NIC commissions, due diligence
fees and other costs then distributed the remaining balance to selected
broker-dealers which it had retained to sell the limited partnership units.
See Note 3 of the Notes to Financial Statements--December 31, 1995 for
disclosures regarding transactions with the General Partner and affiliates.
The following schedule summarizes these transactions:
FOR THE YEARS ENDED DECEMBER 31,
1995 1994 1993
---------- ----------- ----------
Partnership management fees $175,475 $101,545 $ 84,742
Operating expense reimbursements 225,798 144,956 125,461
Software installation and
billing service fees to CTB 27,336 30,025 13,641
Reimbursements (to)/from
NCP-Seven (12,394) 68,615 195,994
Amounts due to (from) General Partner
and affiliates at year end 69,933 53 536 (27,168)
Management believes that all of the above transactions are on terms as
favorable to the Partnership as could be obtained from unaffiliated parties for
comparable goods or services.
As disclosed in the Partnership's Prospectus (which has been
incorporated by reference), certain conflicts of interest may arise between the
Partnership and the General Partner and its affiliates. Certain conflicts may
arise due to the allocation of management time, services and functions between
the Partnership and existing and future partnerships as well as other business
ventures. The General Partner has sought to minimize these conflicts by
allocating costs between systems on a reasonable basis. Each limited partner may
have access to the books and non-confidential records of the Partnership. A
review of the books will allow a limited partner to assess the
22
reasonableness of these allocations. The Agreement of Limited Partnership
provides for any limited partner owning 10% or more of the Partnership units to
call a special meeting of the Limited Partners, by giving written notice to the
General Partner specifying in general terms the subjects to be considered. In
the event of a dispute between the General Partner and Limited Partners which
cannot be otherwise resolved, the Agreement of Limited Partnership provides
steps for the removal of a General Partner by Limited Partners.
(B) CERTAIN BUSINESS RELATIONSHIPS. John E. Iverson, a Director and
Assistant Secretary of the Managing General Partner, is a partner of the law
firm of Ryan, Swanson & Cleveland, which has rendered and is expected to
continue to render legal services to the Managing General Partner and the
Partnership.
(C) INDEBTEDNESS OF MANAGEMENT. None.
23
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) DOCUMENTS FILED AS A PART OF THIS REPORT:
SEQUENTIALLY
NUMBERED
PAGE
------------
(1) FINANCIAL STATEMENTS:
Auditors' Report....................................____
Balance Sheets--December 31, 1995 and 1994..........____
Statements of Operations for the years
ended December 31, 1995, 1994 and 1993..............____
Statements of Changes in Partners' Capital
(Deficit) for the years ended December 31,
1995, 1994 and 1993.................................____
Statements of Cash Flows for the years
ended December 31, 1995, 1994 and 1993..............____
Notes to Financial Statements--December 31,
1995................................................____
(2) EXHIBITS:
4.1 Amended and Restated Agreement of Limited
Partnership(1)
4.2 Amendment to Agreement of Limited Partnership dated
December 20, 1990(4)
10.1 Agreement of Purchase and Sale with Santiam Cable
Vision, Inc.(1)
10.2 Agreement for Sale of Assets between Valley Cable
T.V., Inc. and Northland Telecommunications
Corporation(1)
10.3 Form of Services and Licensing Agreement with Cable
Television Billing, Inc.(1)
10.4 Management Agreement with Northland Communications
Corporation(1)
10.5 First, Second and Third Amendment to Agreement of
Purchase and Sale with Santiam Cable Vision, Inc.(1)
10.6 Operating Management Agreement with Northland Cable
Properties Seven Limited Partnership(1)
10.7 Assignment and Transfer Agreement with Northland
Telecommunications Corporation for the purchase of the
La Conner System(2)
10.8 Gates Franchise(1)
10.9 Stayton Franchise(1)
10.10 Mill City Franchise(1)
10.11 Detroit Franchise(1)
10.12 Idanha Franchise(1)
24
10.13 Lyons Franchise(1)
10.14 Marion County Franchise(1)
10.15 Turner Franchise(1)
10.19 Amendment dated August 4, 1989 to Revolving Credit and
Term Loan Agreement with Security Pacific Bank of
Washington, N.A.(3)
10.20 Revolving Credit and Term Loan Agreement with National
Westminster Bank USA dated as of December 20, 1990(4)
10.21 Note in the principal amount of up to $7,000,000 to
the order of National Westminster Bank USA(4)
10.22 Borrower Assignment with National Westminster Bank
USA(4)
10.23 Borrower Security Agreement with National Westminster
Bank USA(4)
10.24 Agreement of Purchase and Sale with TCI Cablevision of
Nevada, Inc.(4)
10.25 First Amendment dated May 28, 1992 to Revolving Credit
and Term Loan Agreement with National Westminster Bank
USA.(5)
10.26 Franchise Agreement with the City of Turner, OR
effective March 21, 1991(5)
10.27 Franchise Agreement with the City of Lyons, OR
effective April 8, 1991(5)
10.28 Franchise Agreement with the City of Idanha, OR
effective November 3, 1992(5)
10.29 Agreement of Purchase with Alabama Television Cable
Company(6)
10.30 Credit Agreement between Northland Cable Properties
Eight Limited Partnership and U.S. Bank of Washington,
National Association and West One Bank, Washington
dated November 10, 1994(6)
10.31 Franchise Agreement with City of Aliceville, AL -
Assignment and Assumption Agreement dated July 26,
1994.(7)
10.32 Franchise Agreement with City of Carrollton, AL -
Assignment and Assumption Agreement dated August 16,
1994.(7)
10.33 Franchise Agreement with City of Eutaw, AL -
Assignment and Assumption Agreement dated July 26,
1994.(7)
10.34 Franchise Agreement with City of Gordo, AL -
Assignment and Assumption Agreement dated August 1,
1994.(7)
10.35 Franchise Agreement with Greene County, AL -
Assignment and Assumption Agreement dated November 10,
1994.(7)
10.36 Franchise Agreement with Town of Kennedy, AL -
Assignment and Assumption Agreement dated August 15,
1994.(7)
10.37 Franchise Agreement with Lamar County, AL - Assignment
and Assumption Agreement dated August 8, 1994.(7)
25
10.38 Franchise Agreement with City of Marion, AL -
Assignment and Assumption Agreement dated August 1,
1994.(7)
10.39 Franchise Agreement with Town of Millport, AL -
Assignment and Assumption Agreement dated August 18,
1994.(7)
10.40 Franchise Agreement with Pickens County, AL -
Assignment and Assumption Agreement dated July 26,
1994.(7)
10.41 Franchise Agreement with Town of Pickensville, AL -
Assignment and Assumption Agreement dated August 2,
1994.(7)
10.42 Franchise Agreement with City of Reform, AL -
Assignment and Assumption Agreement dated August 1,
1994.(7)
10.43 Asset Purchase and Sale Agreement between SCS
Communications and Security, Inc. and Northland Cable
Properties Eight Limited Partnership dated April 14,
1995.(8)
10.44 Asset Purchase Agreement between Northland Cable
Properties Eight Limited Partnership and TCI
Cablevision of Georgia, Inc. dated November 17,
1995.(9)
- ---------------
(1)Incorporated by reference from the Partnership's Form S-1
Registration Statement declared effective on March 16,
1989 (No. 33-25892).
(2)Incorporated by reference from the Partnership's Form
10-Q Annual Report for the period ended June 30, 1989.
(3)Incorporated by reference from the Partnership's Form
10-K Annual Report for the year ended December 31, 1989.
(4)Incorporated by reference from the Partnership's Form
10-K Annual Report for the year ended December 31, 1990
(5)Incorporated by reference from the Partnership's Form
10-K Annual Report for the year ended December 31, 1992.
(6)Incorporated by reference from the Partnership's Form 8-K
dated November 11, 1994.
(7)Incorporated by reference from the Partnership's Form
10-K Annual Report for the year ended December 31, 1994.
(8)Incorporated by reference from the Partnership's Form
10-Q Annual Report for the period ended March 31, 1995.
(9)Incorporated by reference from the Partnership's Form 8-K
dated January 5, 1996.
(B) REPORTS ON FORM 8-K. No Partnership reports on Form 8-K have been
filed during the fourth quarter of the fiscal year ended December 31, 1995.
26
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) 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 EIGHT LIMITED PARTNERSHIP
By: NORTHLAND COMMUNICATIONS CORPORATION
(Managing General Partner)
By /s/ John S. Whetzell Date: 3/28/96
--------------------------- --------------
John S. Whetzell, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURES CAPACITIES DATE
---------- ---------- ----
/s/ John S. Whetzell Chief executive officer, principal 3-28-96
- -------------------------------------- financial officer, and principal ---------
John S. Whetzell accounting officer of registrant;
chief executive officer, principal
financial officer and chairman of
the board of directors of Northland
Communications Corporation
/s/ Richard I. Clark Director of Northland Communications 3-28-96
- -------------------------------------- Corporation ---------
Richard I. Clark
/s/ John E. Iverson Director of Northland Communications 3-28-96
- -------------------------------------- Corporation ---------
John E. Iverson
/s/ Gary S. Jones Vice President and principal accounting 3-28-96
- -------------------------------------- officer of Northland Communications ---------
Gary S. Jones
27
EXHIBITS INDEX
--------------
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ----
27.0 Financial Data Schedule.
28
NORTHLAND CABLE PROPERTIES EIGHT
LIMITED PARTNERSHIP
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1995 AND 1994
TOGETHER WITH AUDITORS' REPORT
29
[ARTHUR ANDERSEN LLP LOGO]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Northland Cable Properties Eight Limited Partnership:
We have audited the accompanying balance sheets of Northland Cable Properties
Eight Limited Partnership (a Washington limited partnership) as of December 31,
1995 and 1994, and the related statements of operations, changes in partners'
capital (deficit) and cash flows for each of the three years in the period ended
December 31, 1995. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Northland Cable Properties
Eight Limited Partnership as of December 31, 1995 and 1994, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1995 in conformity with generally accepted accounting
principles.
/s/ ARTHUR ANDERSEN LLP
Seattle, Washington,
January 24, 1996
30
NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $2,669,199 $ (705,411) $ (610,328)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities-
Depreciation and amortization 1,372,628 1,150,674 1,094,460
Gain on sale of system (3,391,978) - -
Loss on disposal of assets 11,627 23,378 -
(Increase) decrease in operating assets:
Accounts receivable (7,526) (26,670) (4,028)
Due from General Partner and affiliates - 27,168 (12,215)
Prepaid expenses (19,197) 4,014 (2,933)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses (130,118) 139,802 46,735
Due to General Partner and affiliates 16,397 53,536 (5,439)
Deposits (5,982) 22,393 (790)
Subscriber prepayments (2,579) 44,107 9,072
---------- ----------- ----------
Net cash provided by operating activities 512,471 732,991 514,534
---------- ----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of cable system 5,765,769 - -
Acquisition of cable system (606,383) (6,559,016) -
Purchase of property and equipment, net (563,377) (348,499) (277,481)
Increase in accrued property and equipment 208,188 - -
---------- ----------- ----------
Net cash provided by (used in) investing activities 4,804,197 (6,907,515) (277,481)
---------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable - 10,600,000 -
Principal payments on note payable (4,982,000) (4,224,000) (326,000)
Franchise costs and other intangibles (277,002) (121,611) -
Repurchase of limited partnership units (12,500) - -
---------- ----------- ----------
Net cash (used in) provided by financing activities (5,271,502) 6,254,389 (326,000)
---------- ----------- ----------
INCREASE (DECREASE) IN CASH 45,166 79,865 (88,947)
CASH, beginning of year 335,551 255,686 344,633
---------- ----------- ----------
CASH, end of year $ 380,717 $ 335,551 $ 255,686
========== =========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest $ 811,274 $ 327,051 $ 288,526
========== =========== ==========
The accompanying notes are an integral part of these financial statements.
31
NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
---------- ---------- ----------
REVENUE $3,529,252 $2,030,906 $1,694,839
---------- ---------- ----------
EXPENSES:
Operating (including $30,458, $(34,250)
and $(106,279), net, paid to (received
from) affiliates in 1995, 1994 and
1993, respectively) 425,346 215,405 174,592
General and administrative (including
$369,851, $211,673 and $100,307, net,
paid to affiliates in 1995, 1994
and 1993, respectively) 923,079 566,674 482,667
Programming 761,428 405,377 291,712
Depreciation and amortization 1,372,628 1,150,674 1,094,460
---------- ---------- ----------
3,482,481 2,338,130 2,043,431
---------- ---------- ----------
Operating income (loss) 46,771 (307,224) (348,592)
OTHER INCOME (EXPENSE):
Interest income and other 17,290 2,576 4,614
Interest expense (775,213) (377,385) (266,350)
Gain on sale of system 3,391,978 - -
Loss on disposal of assets (11,627) (23,378) -
---------- ---------- ----------
Net income (loss) $2,669,199 $ (705,411) $ (610,328)
========== ========== ==========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ 26,692 $ (7,054) $ (6,103)
========== ========== ==========
Limited partners $2,642,507 $ (698,357) $ (604,225)
========== ========== ==========
NET INCOME (LOSS) PER LIMITED PARTNERSHIP
UNIT $ 138 $ (36) $ (32)
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
32
NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
General Limited
Partner Partners Total
------- -------- -----
BALANCE, December 31, 1992 $ (59,149) $2,178,593 $2,119,444
Net loss (6,103) (604,225) (610,328)
---------- ---------- ----------
BALANCE, December 31, 1993 (65,252) 1,574,368 1,509,116
Net loss (7,054) (698,357) (705,411)
---------- ---------- ----------
BALANCE, December 31, 1994 (72,306) 876,011 803,705
Repurchase of limited partnership units - (12,500) (12,500)
Net income 26,692 2,642,507 2,669,199
---------- ---------- ----------
BALANCE, December 31, 1995 $ (45,614) $3,506,018 $3,460,404
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
33
NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
BALANCE SHEETS -- DECEMBER 31, 1995 AND 1994
ASSETS
1995 1994
---- ----
CASH $ 380,717 $ 335,551
ACCOUNTS RECEIVABLE 65,537 58,011
PREPAID EXPENSES 48,976 29,779
INVESTMENT IN CABLE TELEVISION
PROPERTIES:
Property and equipment, at cost 8,224,815 10,857,868
Less--accumulated depreciation (1,571,951) (2,281,040)
---------- -----------
6,652,864 8,576,828
Franchise agreements (net of
accumulated amortization of
$834,865 in 1995 and $2,566,216
in 1994) 2,006,779 2,268,534
Organization costs (net of
accumulated amortization
of $7,013 in 1995 and $580,902
in 1994) 82,269 50,658
Noncompetition agreements and
other intangibles (net of
accumulated amortization of
$144,594 in 1995 and $1,928,876
in 1994) 313,498 802,472
Goodwill (net of accumulated
amortization of $26,071 in 1995
and $68,929 in 1994) 132,338 410,517
---------- -----------
Total investment in cable
television properties 9,187,748 12,109,009
---------- -----------
Total assets $9,682,978 $12,532,350
========== ===========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
1995 1994
---- ----
LIABILITIES:
Accounts payable and accrued
expenses $ 408,090 $ 330,020
Due to General Partner and
affiliates 69,933 53,536
Deposits 21,750 27,732
Subscriber prepayments 104,801 107,380
Notes payable 5,618,000 11,209,977
---------- -----------
Total liabilities 6,222,574 11,728,645
---------- -----------
COMMITMENTS AND CONTINGENCIES (Note 7)
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (46,614) (73,306)
---------- -----------
(45,614) (72,306)
---------- -----------
Limited partners-
Contributed capital, net -
19,087 units in 1995 and
19,137 units in 1994 8,120,820 8,133,320
Accumulated deficit (4,614,802) (7,257,309)
---------- -----------
3,506,018 876,011
---------- -----------
Total liabilities and
partners' capital
(deficit) $9,682,978 $12,532,350
========== ===========
The accompanying notes are an integral part of these balance sheets.
34
NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
1. ORGANIZATION AND PARTNERS' INTERESTS:
Formation and Business
Northland Cable Properties Eight Limited Partnership (the Partnership), a
Washington limited partnership, was formed on September 21, 1988. The
Partnership was formed to acquire, develop and operate cable television systems.
The Partnership began operations on March 8, 1989 by acquiring cable systems
serving various communities southeast of Salem, Oregon. Additional acquisitions
include systems serving the city of La Conner, Washington and certain
surrounding areas; and Aliceville, Alabama and certain surrounding areas. The
Partnership has 15 nonexclusive franchises to operate these cable systems for
periods which will expire at various dates through 2019, with one franchise
extending to the year 2044.
Northland Communications Corporation is the General Partner of the Partnership
(the General Partner or Northland). Certain affiliates of the Partnership also
own and operate other cable television systems. In addition, Northland manages
cable television systems for other limited partnerships for which it is General
Partner.
Contributed Capital, Commissions and Offering Costs
The capitalization of the Partnership is set forth in the accompanying
statements of changes in partners' capital (deficit). No limited partner is
obligated to make any additional contribution to partnership capital.
Northland contributed $1,000 to acquire its 1% interest in the Partnership.
Pursuant to the Partnership Agreement, brokerage fees of $1,004,693 paid to an
affiliate of the General Partner and other offering costs of $156,451 paid to
the General Partner were recorded as a reduction of limited partners' capital.
Organization Costs
Organization costs originally included reimbursements of $113,913 to the General
Partner for costs incurred on the Partnership's behalf and a fee of $621,952 as
compensation for selecting and arranging for the purchase of the cable
television systems. Amounts recorded as organization costs have been reduced
subsequent to the sale of certain cable television systems.
35
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Depreciation
Depreciation of property and equipment is provided using the straight-line
method over the following estimated service lives:
Buildings 20 years
Distribution plant 10 years
Other equipment 5-10 years
Allocation of Cost of Purchased Cable Television Systems
The Partnership allocated the total contract purchase price of cable television
systems acquired as follows: first, to the estimated fair value of net tangible
assets acquired; then, to noncompetition agreements and other intangibles and
franchise costs; then the excess was allocated to goodwill.
Intangible Assets
Costs assigned to franchise and noncompetition agreements, organization costs
and goodwill are being amortized using the straight-line method over the
following estimated useful lives:
Franchise agreements 2-40 years
Organization costs 5 years
Noncompetition agreements and other
intangibles 2-10 years
Goodwill 40 years
Revenues
The Partnership recognizes revenue in the month service is provided to customers
and accounts for advance payments on services to be rendered as subscriber
prepayments.
Reclassifications
Certain reclassifications have been made to conform prior years' data with the
current year presentation.
Estimates Used in Financial Statement Presentation
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
36
3. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES:
Management Fees
The General Partner receives a fee for managing the Partnership equal to 5% of
the gross revenues of the Partnership, excluding revenues from the sale of cable
television systems or franchises. The amount of management fees charged by the
General Partner was $175,475, $101,545 and $84,742 for 1995, 1994 and 1993,
respectively.
Income Allocation
As defined in the limited partnership agreement, the General Partner is
allocated 1% and the limited partners are allocated 99% of partnership net
income, net losses, deductions and credits from operations until such time as
the limited partners receive aggregate cash distributions equal to their
aggregate capital contributions, plus the limited partners' preferred return.
Thereafter, the General Partner will be allocated 20% and the limited partners
will be allocated 80% of partnership net income, net losses, deductions and
credits from operations. Cash distributions from operations will be allocated in
accordance with the net income and net loss percentages then in effect. Prior to
the General Partner receiving cash distributions from operations for any year,
the limited partners must receive cash distributions in an amount equal to the
lesser of i) 50% of the limited partners' allocable share of net income for such
year or ii) the federal income tax payable on the limited partners' allocable
share of net income on the then highest marginal federal income tax rate
applicable to such net income.
The limited partners' total initial contributions to capital were $9,568,500
($500 per limited partnership unit). As of December 31, 1995, the Partnership
has repurchased $12,500 of limited partnership units (50 units at $250 per
unit).
Reimbursements
The General Partner provides certain centralized services to the Partnership and
other affiliated entities. As set forth in the partnership agreement, the
Partnership reimburses the General Partner for the cost of those services
provided by the General Partner to the Partnership. These services include
engineering, marketing, management services, accounting, bookkeeping, legal,
copying, office rent and computer services.
The amounts billed to the Partnership for these services are based on the
General Partner's cost. The cost of certain services is charged directly to the
Partnership, based upon actual time spent by employees of the General Partner.
The cost of other services is allocated to the Partnership and other affiliated
entities based upon their relative size, revenue and other factors. The amount
charged to the Partnership by the General Partner for these services was
$225,798, $144,956 and $125,461 for 1995, 1994 and 1993, respectively.
In 1995, 1994 and 1993, the Partnership paid software installation charges and
billing service fees to an affiliate, amounting to $27,336, $30,025 and $13,641,
respectively.
37
For approximately three months in 1994 and all of 1993, the Partnership had an
operating management agreement with an affiliate managed by the General Partner.
Under the terms of the agreement, the Partnership served as the executive
managing agent for the affiliate's cable television systems and was reimbursed
for certain operating and administrative expenses. The Partnership received
$81,750 and $195,994 under the terms of this agreement during 1994 and 1993,
respectively.
Beginning in 1994, the Partnership has entered into an operating management
agreement with an affiliate managed by the General Partner. Under the terms of
this agreement, the affiliate serves as the executive managing agent for certain
of the Partnership's cable television systems and is reimbursed for certain
operating and administrative expenses. The Partnership paid $12,394 and $13,135
under the terms of this agreement during 1995 and 1994, respectively.
Cable Ad Concepts, Inc. (CAC), an affiliate of the General Partner, was formed
in 1993 and began operations in 1994. CAC was organized to assist in the
development of local advertising markets and the management and training of
local sales staffs. CAC billed the Partnership $5,294 and $0 in 1995 and 1994,
respectively, for these services. Additionally, in 1995, the Partnership was
billed $35,409 for equipment purchased by CAC on its behalf.
Due to General Partner and Affiliates
The liability to the General Partner and affiliates consists of the following:
December 31,
--------------------
1995 1994
---- ----
Management fees $13,651 $25,931
Reimbursable operating costs 20,571 23,286
Due to affiliates, net 35,711 4,319
------- -------
$69,933 $53,536
======= =======
38
4. PROPERTY AND EQUIPMENT:
Property and equipment consist of the following:
December 31,
------------------------
1995 1994
---- ----
Land and buildings $ 180,219 $ 190,828
Distribution plant 7,568,564 10,291,210
Other equipment 349,845 374,928
Construction in progress 126,187 902
---------- -----------
8,224,815 10,857,868
Less--accumulated depreciation 1,571,951 2,281,040
---------- -----------
$6,652,864 $ 8,576,828
========== ===========
Replacements, renewals and improvements are capitalized. Maintenance and repairs
are charged to expense as incurred.
5. NOTES PAYABLE:
Notes payable consist of the following:
December 31,
-----------------------
1995 1994
Term loan, collateralized by a first lien position on
all present and future assets of the Partnership.
Interest rates vary based on certain financial
covenants; at December 31, 1995, 8.87% (weighted
average). Graduated principal payments plus interest
are due quarterly until maturity on December 30, 1999.
$5,618,000 $10,600,000
Unsecured, subordinated, non-interest bearing,
hold-back note, due to seller, payable August 7, 1995,
net of seller receivable. - 609,977
---------- -----------
$5,618,000 $11,209,977
========== ===========
On January 4, 1996, the Partnership entered into an amended and restated credit
agreement to increase its existing debt with U.S. Bank of Washington National
Association to $11,925,000. The Partnership will use the additional proceeds to
finance the acquisition of a cable system in Swainsboro, Georgia (the Swainsboro
System), and provide working capital (see Note 8).
The balance outstanding under the credit facility, including the purchase of the
Swainsboro System is $11,675,000. Under the terms of the agreement, no principal
payments are required until March 31, 1998. Prior to this date, the outstanding
balance cannot exceed specified levels (currently $11,925,000),
39
which reduce quarterly through December 31, 1997 to $10,925,000. Based on the
current outstanding balance of $11,675,000, the Partnership would be required to
pay $750,000 by December 31, 1997.
Annual maturities of notes payable after December 31, 1995 are as follows:
1996 $ -
1997 750,000
1998 1,000,000
1999 1,200,000
2000 1,400,000
Thereafter 7,325,000
-----------
$11,675,000
===========
Under the terms of the amended and restated credit agreement, the Partnership
has agreed to restrictive covenants which require the maintenance of certain
ratios, including a Funded Debt to Annualized Cash Flow Ratio of 5.50 to 1 and
Cash Flow to Debt Service Ratio of 1.25 to 1, among other restrictions. The
General Partner submits quarterly debt compliance reports to the Partnership's
creditor under this agreement.
6. INCOME TAXES:
Income taxes have not been recorded in the accompanying financial statements
because they are obligations of the partners. The federal and state income tax
returns of the Partnership are prepared and filed by the General Partner.
The tax returns, the qualification of the Partnership as such for tax purposes
and the amount of distributable partnership income or loss are subject to
examination by federal and state taxing authorities. If such examinations result
in changes with respect to the Partnership's qualification or in changes with
respect to the income or loss, the tax liability of the partners would likely be
changed accordingly.
Taxable loss to the limited partners was approximately $2,335,000, $382,000 and
$696,000 in 1995, 1994 and 1993, respectively, and is different from that
reported in the statements of operations due to the difference in depreciation
expense allowed for tax purposes and that amount recognized under generally
accepted accounting principles. There were no other significant differences
between taxable loss and the net income (loss) reported in the statements of
operations.
In general, under current federal income tax laws, a partner's allocated share
of tax losses from a partnership is allowed as a deduction on his individual
income tax return only to the extent of the partner's adjusted basis in his
partnership interest at the end of the tax year. No losses will be allocated to
limited partners with negative basis.
In addition, current tax law does not allow a taxpayer to use losses from a
business activity in which he does not materially participate (a "passive
activity," e.g., a limited partner in a limited partnership) to offset other
income such as salary, active business income, dividends, interest, royalties
and capital gains. However, such losses can be used to offset income from other
passive activities. In addition, disallowed losses can be carried
40
forward indefinitely to offset future income from passive activities. Disallowed
losses can be used in full when the taxpayer recognizes gain or loss upon the
disposition of his entire interest in the passive activity.
7. COMMITMENTS AND CONTINGENCIES:
Lease Arrangements
The Partnership leases certain tower sites, office facilities and pole
attachments under leases accounted for as operating leases. Rental expense
included in operations amounted to $80,138, $41,308 and $32,171 in 1995, 1994
and 1993, respectively.
Minimum lease payments to the end of the lease terms are as follows:
1996 $ 1,300
1997 1,300
1998 1,300
1999 1,300
2000 1,300
Thereafter 29,600
-------
$36,100
=======
Effects of Regulation
On October 5, 1992, Congress enacted the Cable Television Consumer Protection
and Competition Act of 1992 (the 1992 Act). On April 1, 1993, the Federal
Communications Commission (FCC) adopted rules implementing rate regulation and
certain other provisions of the 1992 Act, which became effective September 1,
1993. On February 22, 1994, the FCC adopted further rate regulation rules
requiring additional reductions, which became effective May 15, 1994, and
revised the benchmarks and formulas used to calculate such rates. Also in
February, the FCC's initial rules governing cost-of-service showings were
adopted with an effective date of May 15, 1994. Cable operators may pursue
cost-of-service showings to justify charging rates for regulated services in
excess of those established by the FCC in its benchmark regulatory scheme.
On May 5, 1995, the FCC announced the adoption of a simplified set of rate
regulation rules applicable to small cable systems, defined as a system serving
15,000 or fewer subscribers, owned by small companies, defined as a company
serving 400,000 or fewer subscribers. Under the FCC's definition, the
Partnership is a small company and each of the Partnership's cable systems are
small systems. Maximum permitted rates under these revised rules are dependent
on several factors including the number of regulated channels offered, the net
asset basis of plant and equipment used to deliver regulated services, the
number of subscribers served and a reasonable rate of return. It is management's
opinion that, in all material respects, the rates in effect in the Partnership's
cable systems are within the maximum allowable rates permitted under the FCC's
small cable system rules.
41
On February 8, 1996, the Telecommunications Act of 1996 (the 1996 Act) became
law. The 1996 Act will eliminate all rate controls on cable programming service
tiers of small cable systems, defined by the 1996 Act as systems serving fewer
than 50,000 subscribers owned by operators serving fewer than 1% of all
subscribers in the United States (approximately 600,000 subscribers). All of the
Partnership's cable systems qualify as small cable systems. Many of the changes
called for by the 1996 Act will not take affect until the FCC issues new
regulations, a process that could take from several months to a few years
depending on the complexity of the required changes and the statutory time
limits. Because of this, the full impact of the 1996 Act on the Partnership's
operations cannot be determined at this time.
8. CABLE TELEVISION SYSTEM ACQUISITION AND DISPOSITION:
In November 1994, the Partnership completed its purchase of certain operating
assets and franchises of cable television systems owned by Alabama Television
Cable Company (ATCC). These systems currently serve the communities of Millport,
Kennedy, Aliceville, Pickinsville, Carrollton, Reform, Gordo, Eutaw, Marion and
other nearby areas in Lamar, Pickens, Perry and Greene counties. The purchase
price was $7,175,000. At the time of closing, the Partnership paid $6,375,000 to
ATCC. The remaining purchase price was in the form of an unsecured,
subordinated, non-interest bearing, hold-back note payable. In June 1995, the
Partnership paid approximately $606,000, net of purchase price adjustments, to
settle the note payable.
On June 30, 1995, the Partnership sold the operating assets and franchise rights
of its cable television system serving eight communities in northwestern Oregon
(the Oregon systems). This sale represented all of the Partnership's operations
in the state of Oregon. The sales price was $5,800,000 and the proceeds were
used to reduce the outstanding credit facility, repay the unsecured,
subordinated, non-interest bearing, hold-back seller note and noncompete
agreement related to the acquisition of the Aliceville, Alabama system, and
reimburse the General Partner for deferred management fees and operating costs.
Pro forma, operating results of the Partnership for 1995 and 1994, assuming the
acquisition and disposition of the systems described above had been made at the
beginning of the respective periods, follow. Since the ATCC systems were owned
by the Partnership for all of 1995 the only pro forma adjustments made to the
1995 results were to reflect the sale of the Oregon systems.
For the year ended December 31,
-------------------------------
1995 1994
--------- ---------
(unaudited) (unaudited)
Revenue $2,985,686 $2,717,992
========== ==========
Net loss $ (333,056) $ (642,126)
========== ==========
Net loss per limited partnership unit $ (17) $ (33)
========== ==========
42
9. SUBSEQUENT TRANSACTION:
On November 17, 1995, the Partnership entered into an agreement to acquire
certain operating assets and franchise rights of the cable television systems in
or around the community of Swainsboro, Georgia. The Swainsboro System was owned
by TCI Cablevision of Georgia, Inc. The assets were acquired on January 5, 1996
for the purchase price of $6,056,326. Of the total purchase price, $5,751,326
was paid at the closing date and the balance of $305,000 was deposited into an
escrow account, which shall be available to the seller 120 days after the
closing date, net of any purchase price adjustments.
Pro forma, operating results of the Partnership for 1995 and 1994, assuming the
acquisition of the system described above had been made at the beginning of the
respective periods, follow. These pro forma results also include the pro forma
effect of the acquisition and disposition described in Note 8, above.
For the year ended December 31,
-------------------------------
1995 1994
--------- ---------
(unaudited) (unaudited)
Revenue $4,095,244 $3,817,315
========== ==========
Net loss $ (715,071) $ (856,107)
========== ==========
Net loss per limited partnership unit $ (37) $ (44)
========== ==========