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, 2014
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| [FEE REQUIRED] |
For the transition period from _______ to ________
Commission file number 0-18307
NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
STATE OF WASHINGTON | 91-1423516 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
101 STEWART STREET, SUITE 700 | |
SEATTLE, WASHINGTON | 98101 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (206) 621-1351
Securities registered pursuant to Section 12(b) of the Act:
Title of each reviewed class | Name of each exchange on which registered |
(NONE) | (NONE) |
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes [ ] No [X]
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 [X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller Reporting Company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The aggregate market value of the registrant’s Limited Partnership Units held by non-affiliates of the registrant was $2,424,049 ($127 per unit) based on the average secondary market trading information for the year ended December 31, 2014.
At December 31, 2014, there were 19,087 Limited Partnership Units outstanding.
Cautionary statement for purposes of the "Safe Harbor" provisions of the Private Litigation Reform Act of 1995. Statements contained or incorporated by reference in this document that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Reform Act of 1995. Forward-looking statements may be identified by use of forward-looking terminology such as "believe", "intends", "may", "will", "expect", "estimate", "anticipate", "continue", or similar terms, variations of those terms or the negative of those terms.
Northland Cable Properties Eight Limited Partnership (the "Partnership") is a Washington limited partnership consisting of one general partner and 852 limited partners holding 19,087 partnership units as of December 31, 2014. Northland Communications Corporation, a Washington corporation, is the General Partner of the Partnership (referred to herein as "Northland" or the "General Partner"). Northland manages the operations of the Partnership under the terms of a Partnership Agreement which will expire on December 31, 2016. The Amendment to extend the term of the Partnership from December 31, 2013, to December 31, 2016, was approved at a special meeting of the limited partners on December 17, 2013.
Northland was formed in March 1981 and is principally involved in the ownership and management of cable systems. Northland is also the parent company of NCPI Holdco, Inc. which is a 19% shareholder of Northland Cable Television, Inc. (“NCTV"), which was formed in October 1985 and principally involved in the direct ownership of cable systems and is the parent company of Northland Cable Properties, Inc. (“NCPI”). NCPI is the majority member and manager of Northland Cable Ventures, LLC (“NCV”). Northland is a subsidiary of Northland Telecommunications Corporation ("NTC"). Other subsidiaries, direct and indirect, of NTC include:
NORTHLAND NETWORKS, INC. – formed in 2010 and is an 81% shareholder of Northland Cable Television, Inc.
NORTHLAND CABLE SERVICES CORPORATION (“NCSC”) - formed in August 1993 and principally involved in the support of computer software used in billing and financial record keeping for, and Internet and telephone services offered by, Northland-affiliated cable systems. NCSC also provides technical support associated with the build out and upgrade of Northland affiliated cable systems. NCSC is the sole shareholder of Cable Ad-Concepts, Inc.
CABLE AD-CONCEPTS, INC. - formed in November 1993 and principally involved in the sale, development and production of video commercial advertisements that are cablecast on Northland-affiliated cable systems.
The Partnership was formed on September 21, 1988 and began operations in 1989. The Partnership serves the communities and surrounding areas of Aliceville, Alabama and Swainsboro, Georgia (the “Systems”). As of December 31, 2014, the total number of basic video subscribers served by the Systems was 2,872, and the Partnership's penetration rate (basic video subscribers as a percentage of homes passed) was approximately 25%.
The Partnership has 11 non-exclusive franchises to operate the Systems. These franchises, which will expire at various dates through the year 2024, have been granted by local and county authorities in the areas in which the Systems operate. While the franchises have defined lives based on the franchising authority, renewals are routinely granted, and management expects them to continue to be granted. These franchise agreements are expected to be used by the Partnership for the foreseeable future and effects of obsolescence and other factors are minimal. In addition, the level of maintenance expenditures required to obtain the future cash flows expected from the franchises is not material in relation to the carrying value of the franchises. This expectation is supported by management's experience with the Partnership’s franchising authorities and the franchising authorities of the Partnership’s affiliates. Annual franchise fees are paid to the granting authorities. These fees vary between 2% 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 following is a description of the areas served by the Systems as of December 31, 2014. The subscriber data below represents the number of customers that subscribe to each level of service. A customer may subscribe to multiple services and therefore counted as a customer for each service (video, Internet and telephone).
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 and Kennedy. Certain information regarding the Aliceville, AL system as of December 31, 2014 is as follows:
Basic Video Subscribers | 1,524 |
Digital Video Subscribers | 637 |
Internet Subscribers | 1,048 |
Telephone Subscribers | 451 |
| Estimated Homes Passed | 5,820 |
Swainsboro, GA: The Swainsboro system serves the incorporated community of Swainsboro and nearby unincorporated areas of Emanuel County, Georgia. Swainsboro is predominantly an agricultural community located in central Georgia, and is the county seat for Emanuel County. Certain information regarding the Swainsboro, GA system as of December 31, 2014 is as follows:
Basic Video Subscribers | 1,348 |
Digital Video Subscribers | 461 |
Internet Subscribers | 823 |
Telephone Subscribers | 287 |
Estimated Homes Passed | 5,660 |
The Partnership had 10 employees as of December 31, 2014. Management of these systems is handled through offices located in the towns of Aliceville, Alabama and Swainsboro, Georgia. 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 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 video, Internet and telephone subscribers. Subscribers are divided into six categories: basic video subscribers, expanded basic video subscribers, premium video subscribers, digital video subscribers, Internet subscribers and telephone subscribers. "Basic video subscribers" are households that subscribe to the basic level of service, which generally provides access to the four major television networks (ABC, NBC, CBS and FOX), a few independent local stations, PBS (the Public Broadcasting System) and certain satellite programming services, such as ESPN, CNN or The Discovery Channel. "Expanded basic video subscribers" are households that subscribe to an additional level of certain satellite programming services, the content of which varies from system to system. "Premium video 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, or The Movie Channel. “Digital video subscribers” are those who subscribe to digitally delivered video and audio services. “Internet Subscribers” are those who subscribe to the Partnership’s Internet service, which is offered via a cable modem. “Telephone Subscribers” are those who subscribe to the Partnership’s telephony service, known as Voice over Internet Protocol, or VoIP.
COMPETITION
Cable systems currently experience competition from several sources, including broadcast television, cable overbuilds, direct broadcast satellite services, private cable and multichannel multipoint distribution service systems, Multichannel Video Distribution and Data Service, or MVDDS, and telephone companies. Cable systems are also in competition in various degrees with other communications and entertainment media, including motion pictures, DVDs, Internet data delivery, Internet video delivery and telecommunications companies. The following provides a summary description of these sources of competition.
Broadcast Television
Cable systems have traditionally competed with broadcast television, which consists of television signals that the viewer is able to receive directly on his television without charge using an “off-air” antenna. The extent of this competition is dependent in part upon the quality and quantity of signals available by antenna reception as compared to the services provided by the local cable system. Accordingly, cable operators find it less difficult to obtain higher penetration rates in rural areas (where signals available off-air are limited) than in metropolitan areas where numerous, high quality off-air signals are often available without the aid of cable television systems. The recent licensing of digital spectrum by the Federal Communications Commission (“FCC”) has provided incumbent broadcast licenses with the ability to deliver high definition television pictures and multiple digital-quality program streams, as well as advanced digital services such as subscription video.
Overbuilds
Cable system franchises are not exclusive. More than one cable system may be built in the same area. This is known as an “overbuild.” Overbuilds have the potential to result in loss of revenues to the operator of the original cable system. Generally, an overbuilder is required to obtain franchises from the state or local governmental authorities, although in some instances, the overbuilder could be the local government itself and no franchise is required. Recently, many states have passed legislation that limits the ability of local franchises to negotiate franchises with an overbuilder. In many states, franchises are now obtained from the state, not the local governmental authority. As a result, it is the general industry consensus that new franchises will be easier to obtain. An overbuilder would obtain programming contracts from entertainment programmers and, in most cases, would build a complete cable system such as headends, trunk lines and drops to individual subscribers’ homes throughout the franchise areas.
Companies with considerable resources have entered the business. These companies include public utilities to whose poles the Partnership’s cables are attached. Federal law allows telephone companies to provide a wide variety of services that are competitive with the Partnership’s services, including video and Internet services within and outside their telephone service areas. The nation’s leading telephone companies have entered the multichannel video programming distribution business on a nationwide basis. These companies have considerable resources and could be formidable competitors. The Partnership cannot predict at this time the extent of the competition that will emerge in areas served by the Partnership's cable systems. The entry of telephone companies, public and private utilities and local governments as direct competitors, however, is likely to continue over the next several years and could adversely affect the profitability and market value of the Partnership's systems.
Direct Broadcast Satellite Service
High-powered, direct-to-home satellites have made possible the wide-scale delivery of programming to individuals throughout the United States using small roof-top or wall-mounted antennas. The two leading DBS providers have experienced dramatic growth over the last several years. Companies offering direct broadcast satellite service use video compression technology to increase channel capacity of their systems and to provide packages of movies, satellite networks and other program services which are competitive to those of cable systems. DBS companies historically faced significant legal and technological impediments to providing popular local broadcast programming to their customers. Federal legislation has reduced this competitive disadvantage, and has reduced the compulsory copyright fees paid by DBS companies and allowed them to continue offering distant network signals to rural customers. The availability of low or no cost DBS equipment, delivery of local signals in some markets and exclusivity with respect to certain sports programming has increased DBS’s market share over recent years. The impact of DBS services on the Partnership’s market share within its service areas cannot be precisely determined but is estimated to have taken away a significant number of subscribers. Satellite carriers are attempting to expand their service offerings to include, among other things, Internet services and are entering joint marketing arrangements with local telecommunications providers.
Satellite Master Antenna Television
Additional competition is provided by private cable television systems, known as satellite master antenna television (“SMATV”), serving multi-unit dwellings such as condominiums, apartment complexes, and private residential communities. These private cable systems may enter into exclusive agreements with apartment owners and homeowners associations, although some states have enacted laws to provide cable system access to these facilities. Operators of private cable, which do not cross public rights of way, are largely free from the federal, state and local regulatory requirements imposed on franchised cable operators. In addition, some SMATV operators are developing and/or offering packages of telephony, data and video services to private residential and commercial developments.
Multichannel Multipoint Distribution Service Systems
Cable systems also compete with wireless program distribution services such as multichannel, multipoint distribution service systems (“MMDSS”) commonly called wireless cable, which are licensed to serve specific areas. MMDSS uses low-power microwave frequencies to transmit television programming over-the-air to paying subscribers. This industry is less capital intensive than the cable industry, and it is therefore more practical to construct systems using this technology in areas of lower subscriber penetration.
Internet Services
The Partnership’s cable systems are offering Internet services to subscribers. These systems compete with a number of other companies, many of whom have substantial resources, such as existing Internet service providers (“ISPs”) and telecommunications companies. The deployment of digital subscriber line (“DSL”) technology allows Internet access over telephone lines and transmission rates far in excess of conventional dial-up modems. Many local telephone companies are seeking to provide Internet services without regard to their present service boundaries. Further, the FCC has recently reduced the regulatory burden on local telephone companies by, for example, reducing their obligation to provide Internet on a wholesale basis to competitors.
A number of cable operators have reached agreements with unaffiliated ISPs to grant them access to their cable facilities for the purpose of providing competitive Internet services. The Partnership has not entered into any such “access” arrangement. However, Northland cannot provide any assurance that regulatory authorities will not impose “open access” or similar requirements on the Partnership as part of an industry-wide requirement. These requirements could adversely affect the Partnership’s results of operations.
Telephony Services
The Partnership’s cable systems are offering a type of telephony service, known as Voice over Internet Protocol, or VoIP. These systems compete with a number of other companies, many of whom have substantial resources, such as existing traditional telephony companies and large VoIP providers, such as Vonage. The Partnership will continue to face rigorous competition from established telephone companies, who have considerable resources and well-established enterprises in these business areas. It is also possible that electric utilities and others will increasingly offer products in competition with the Partnership’s cable systems.
REGULATION AND LEGISLATION
The following summary addresses the key regulatory and legislative developments affecting the cable industry. Cable system operations are extensively regulated by the FCC, some state governments and most local governments. A failure to comply with these regulations could subject the Partnership to substantial penalties. The Partnership’s business can be dramatically impacted by changes to the existing regulatory framework, whether triggered by legislative, administrative, or judicial rulings. Congress and the FCC have expressed a particular interest in increasing competition in the communications field generally and in the cable television field specifically. The 1996 Telecom Act, which amended the Communications Act, altered the regulatory structure governing the nation's communications providers. It removed barriers to competition in both the cable television market and the local telephone market. The Partnership could face additional material disadvantages in the future if it is subject to new or changed regulations that do not equally impact the Partnership’s competitors.
Congress and the FCC have frequently revisited the subject of communications regulation, and it is likely to do so in the future. In addition, franchise agreements with local governments must be periodically renewed, and new operating terms may be imposed. Future legislative, regulatory, or judicial changes could adversely affect the Partnership’s operations. The Managing General Partner can provide no assurance that the already extensive regulation of the Partnership’s business will not be expanded in the future.
Cable Rate Regulation and Program Tiering
The cable industry has operated under a federal rate regulation regime for more than a decade. The regulations currently restrict the prices that cable systems charge for the minimum level of video programming service, referred to as “basic service,” and associated equipment. All other cable offerings are now universally exempt from rate regulation. Although basic rate regulation operates pursuant to a federal formula, local governments, commonly referred to as local franchising authorities, are primarily responsible for administering this regulation. Many of the Partnership’s local franchising authorities have not certified to regulate basic cable rates, but they retain the right to do so (and obtain the power to order rate reductions and refunds), except in those specific communities facing “effective competition,” as defined under federal law.
There have been frequent calls to impose expanded rate regulation on the cable industry. Confronted with rapidly increasing cable programming costs, it is possible that Congress may adopt new constraints on the retail pricing or packaging of cable programming. For example, there has been considerable legislative and regulatory interest in requiring cable companies to offer programming on an a la carte basis or at least to offer a separately available child-friendly “Family Tier”. Programming services have historically been bundled into programming packages containing a variety of programming services. Any constraints on this practice could adversely affect the Partnership’s operations.
Federal rate regulations generally require cable operators to allow subscribers to purchase premium or pay-per-view services without the necessity of subscribing to any tier of service, other than the basic service tier. As the Partnership attempts to respond to a changing marketplace with competitive pricing practices, such as targeted promotions and discounts, the Partnership may face additional legal restraints and challenges that impede the Partnership’s ability to compete.
Must Carry/Retransmission Consent
There are two alternative legal methods for carriage of local broadcast television stations on cable systems. Federal law currently includes “must carry” regulations, which require cable systems to carry certain local broadcast television stations that the cable operator may not select voluntarily. Alternatively, federal law includes “retransmission consent” regulations, by which popular commercial television stations can prohibit cable carriage unless the cable operator first negotiates for “retransmission consent,” which may be conditioned on significant payments or other concessions. Either option has a potentially adverse effect on the Partnership’s business. While the Partnership currently has retransmission consent agreements with all such broadcast stations, the potential remains for carriage of such stations to be discontinued if any of such agreements is not renewed following its expiration.
In the wake of publicized disputes between several cable operators and broadcasters, several members of Congress have expressed concern that current retransmission consent requirements and practices have had a negative effect on consumers, and stated that it is time for Congress to reexamine those requirements. Other members of Congress have suggested that binding arbitration may be an appropriate means of resolving such disputes. The FCC has an ongoing proceeding to consider changes to its rules governing retransmission consent negotiations.
In June of 2009, all full power broadcast stations in the United States ceased transmission of their analog signals and switched to a digital signal. As a result, in many instances, the Partnership must carry both the analog and digital signals of each station (dual carriage), unless the Partnership transitions to a fully digital system. Additional government-mandated broadcast carriage obligations could disrupt existing programming commitments, interfere with the Partnership’s preferred use of limited channel capacity and limit its ability to offer services that would maximize customer appeal and revenue potential. In addition, Congress could legislate additional carriage obligations. The FCC may evaluate additional modifications to its digital broadcast signal carriage requirements in the future. Management cannot predict the ultimate outcome of this proceeding, or the impact any new carriage requirements may have on the operation of its cable systems.
Access Channels
Local franchise agreements and more recently, state franchise legislation, often require cable operators to set aside certain channels for public, educational and governmental access programming. Federal law also requires cable systems to designate a portion of their channel capacity for commercial leased access by unaffiliated third parties. Increased activity in this area could further burden the channel capacity of the Partnership’s cable systems.
Programming
The Communications Act and the FCC’s “program access” rules generally prevent satellite video programmers affiliated with cable operators from favoring cable operators over competing multichannel video distributors, such as DBS, and limit the ability of such programmers to offer exclusive programming arrangements to cable operators. Given the heightened competition and media consolidation that the Partnership faces, it is possible that the Partnership will find it increasingly difficult to gain access to popular programming at favorable terms. Such difficulty could adversely impact the Partnership’s business.
Access for Persons with Disabilities: FCC rules requires the Partnership to ensure that persons with disabilities can more fully access the programming we carry. The Partnership is required to provide closed captions and pass through video description to subscribers on some networks it carries. In the future, the Partnership will be required to ensure aural accessibility of emergency information, and accessibility of navigation devices.
Encryption of the Basic Service Tier: If a cable operator decides to encrypt the basic tier on its all-digital system, the FCC rules require operators of such systems to offer certain affected subscribers free equipment or CableCARDs for a period of one to five years.
Other Regulation: The Partnership is subject to various other regulations, including those related to political broadcasting; home wiring; the blackout of certain network, sports, and syndicated programming; prohibitions on transmitting obscene programming; limitations on advertising in children's programming; and standards for emergency alerts, as well as telemarketing and general consumer protection laws. The FCC also imposes various technical standards on our operations. In the aftermath of Superstorm Sandy, the FCC and the states are examining whether new requirements are necessary to improve the resiliency of communications networks, potentially including cable networks.
Ownership Restrictions
Federal regulation of the communications field traditionally included a host of ownership restrictions, which limited the size of certain media entities and restricted their ability to enter into competing enterprises. Through a series of legislative, regulatory, and judicial actions, most of these restrictions recently were eliminated or substantially relaxed. For example, historic restrictions on local exchange carriers offering cable service within their telephone service area, as well as those prohibiting broadcast stations from owning cable systems within their broadcast service area, no longer exist. Changes in this regulatory area, including some still subject to review, could alter the business landscape in which the Partnership operates, as formidable new competitors (including electric utilities, local exchange carriers, and broadcast/media companies) may increasingly choose to offer cable or cable related services.
Internet Service
Regulatory Classification: On February 26, 2015, the FCC reclassified high-speed Internet access services (often called "broadband" Internet services) as "telecommunication services" under Title II of the Communications Act. Under Title II, the FCC will have broad and far reaching regulatory authority over internet services and internet service providers. The FCC formally implemented it previous announcement to prohibit blocking or “throttling” of lawful content, prohibit paid prioritization of content, require greater transparency regarding broadband service, allow reasonable network management and address interconnection issues. In its announcement, the FCC determined that it will forbear from rate regulation, not require Universal Service Fund contributions from ISP’s and continue the existing taxation exemptions under the Internet Tax Freedom Act. It is not possible to determine the extent to which the FCC’s new rules will affect the Partnership. Further, the FCC retains the authority to issue additional rules and regulations within the full scope of its powers regardless of its current ruling. Under its broad regulatory authority the FCC can impose substantial obligations on broadband providers that could have a material impact on the Partnership.
Federal Broadband Funding: The American Recovery and Reinvestment Act of 2009 (“Recovery Act”) provided $7.2 billion in the form of grants and loans to program applicants to, among other things, build broadband infrastructure. All funds were awarded by September 30, 2010. Although all funds have been awarded, construction of facilities and other uses of the funds is in various stages of implementation. To Management’s knowledge, no funds that were awarded for the construction of new facilities or upgrades to existing facilities is authorized to be used to overbuild areas served by the Partnership’s existing cable facilities. To the extent funding is to be used for middle mile networks, Public Computer Centers, and Sustainable Broadband Adoption, or other authorized uses, any effects of the use of funding is unknown at this time and may be difficult if not impossible to attribute to Recovery Act funds.
National Broadband Plan: As required by The American Recovery and Reinvestment Act of 2009 (“Recovery Act”), in 2010, the FCC issued the “National Broadband Plan” (“Plan”). The Plan must seek to ensure that all people of the United States have access to broadband capability and establish benchmarks for meeting that goal. Plan highlights are as follows: 100 million households to have access to affordable 100-megabits-per-second service; anchor institutions in every American community to have access to at least 1 gigabit-per-second broadband service; make 500 megahertz of spectrum newly available for licensed and unlicensed use; move adoption rates to more than 90 percent and ensuring digital literacy of every child by the time he or she leaves high school; make Universal Service Fund support available for tomorrow’s digital infrastructure; promote competition across the broadband ecosystem by ensuring greater transparency, removing barriers to entry, and conducting market-based analysis with quality data on price, speed, and availability; and enhance safety through a nationwide, wireless, interoperable public safety network for first responders. Management cannot predict what, if any, requirements will be placed on our provision of broadband services or our operation of broadband facilities or what impact the Plan will ultimately have on the Partnership’s business.
As the Internet has matured, it has become the subject of increasing regulatory interest. Congress and federal regulators have adopted a wide range of measures directly or potentially affecting Internet use, including, for example, consumer privacy, copyright protections (which afford copyright owners certain rights against the Partnership that could adversely affect the Partnership’s relationship with a customer accused of violating copyright laws), defamation liability, taxation, obscenity, and unsolicited commercial e-mail. State and local governmental organizations have also adopted Internet-related regulations. These various governmental jurisdictions are also considering additional regulations in these and other areas, such as pricing, service and product quality, and intellectual property ownership. The adoption of new Internet regulations or the adaptation of existing laws to the Internet could adversely affect the Partnership’s business.
Phone Service
The 1996 Telecom Act, which amended the Communications Act, created a more favorable regulatory environment for the Partnership to provide telecommunications services. In particular, it limited the regulatory role of local franchising authorities. Many implementation details remain unresolved, and there are substantial regulatory changes being considered that could impact, in both positive and negative ways, the Partnership’s primary telecommunications competitors and the Partnership’s own entry into the field of phone service. The FCC and state regulatory authorities are considering, for example, whether common carrier regulation traditionally applied to incumbent local exchange carriers should be modified. The FCC has concluded that alternative voice technologies, like certain types of VoIP, should be regulated only at the federal level, rather than by individual states. While the FCC’s decision appears to be a positive development for VoIP offerings, it is unclear whether and how the FCC will apply certain types of common carrier regulations, such as intercarrier compensation obligations to alternative voice technology. The FCC has already determined that providers of phone services using Internet Protocol technology must comply with some of the traditional phone service requirements, such as providing traditional 911 emergency service obligations (“E911”), making Universal Service Fund contributions obligations, and it has extended requirements for accommodating law enforcement wiretaps to such providers. The FCC decision regarding 911 emergency services implementation caused the Partnership to slow its implementation of VoIP services to its various systems. The Partnership is not certificated as competitive local exchange carriers in any of the states in which it operates. Rather, the Partnership provides VoIP services that are not generally subject to regulation by state or local jurisdictions. Also, the FCC has preempted some state commission regulation of VoIP services, but has stated that its preemption does not extend to state consumer protection requirements. Some states continue to attempt to impose obligations on VoIP service providers, including state universal service fund payment obligations.It is unclear how these regulatory matters ultimately will be resolved and how they will further affect the Partnership’s expansion into phone service.
Pole Attachments
The Communications Act requires most utilities to provide cable systems with access to poles and conduits and simultaneously subjects the rates charged for this access to either federal or state regulation. The Act specifies that significantly higher rates apply if the cable plant is providing telecommunications service, as well as traditional cable service. The FCC has clarified that a cable operator's favorable pole rates are not endangered by the provision of Internet access, and that determination was upheld by the United States Supreme Court. It remains possible that the underlying pole attachment formula, or its application to Internet and telecommunications offerings, will be modified in a manner that substantially increases the Partnership’s pole attachment costs.
Cable Equipment
The FCC has undertaken several steps to promote competition in the delivery of cable equipment and compatibility with new digital technology. The FCC has expressly ruled that cable customers must be allowed to purchase set-top terminals from third parties and established a multi-year phase-in during which security functions (which would remain in the operator's exclusive control) would be unbundled from the basic converter functions, which could then be provided by third party vendors. The first phase of implementation has already passed. A prohibition on cable operators leasing digital set-top terminals that integrate security and basic navigation functions went into effect as of July 1, 2007. More recently, the FCC has relaxed the ban on integrated security in set-top-boxes. The FCC has issued an industry-wide waiver permitting cable operator use of particular top boxes that met its definition of a “low-cost, limited capability” device. Further, the FCC has established an expedited process to encourage other equipment manufacturers to obtain industry-wide waivers.
The FCC has adopted rules implementing an agreement between major cable operators and manufacturers of consumer electronics on “plug and play” specifications for one-way digital televisions. The rules require cable operators to provide “CableCard” security modules and support to customer owned digital televisions and similar devices equipped with built-in set-top terminal functionality. Cable operators must support basic home recording rights and copy protection rules for digital programming content. Multiple FCC proceedings are pending regarding CableCard and digital access to television content, including proceedings regarding Internet TV, “TV Everywhere” applications, multimedia Gateway devices, whether to establish standardized protocols for data and video content delivery, and copyright protection of video and Internet content. The outcome of any of the pending matters could have a substantial impact on the operations of the Partnership. It is unclear how these proceedings will affect the Partnership’s offering of services and the Partnership’s relationship with its customers.
Copyright
Cable systems are subject to federal copyright licensing covering carriage of television and radio broadcast signals. The possible modification or elimination of this compulsory copyright license is the subject of continuing legislative and regulatory review and industry negotiation and could adversely affect the Partnership’s ability to obtain desired broadcast programming. Copyright clearances for non-broadcast programming services are arranged through private negotiations. Cable operators also must obtain music rights for locally originated programming and advertising from the major music performing rights organizations. These licensing fees have been the source of litigation in the past, and the Partnership cannot predict with certainty whether license fee disputes may arise in the future.
Digital Millennium Copyright Act
Management regularly receives notices of claimed infringements by our Internet service users. The owners of copyrights and trademarks have been increasingly active to prevent use of the Internet to violate their rights. In many cases, their claims of infringement are based on the acts of customers of an Internet service provider. In some cases, copyright and trademark owners have sought to recover damages from the Internet service provider, as well as or instead of, the customer. The law relating to the potential liability of Internet service providers in these circumstances is unsettled. In 1996, Congress adopted the Digital Millennium Copyright Act, which is intended to grant ISPs protection against certain claims of copyright infringement resulting from the actions of customers, provided that the ISP complies with certain requirements. Congress has not adopted similar protections for trademark infringement claims.
Franchise Matters
Cable systems generally are operated pursuant to nonexclusive franchises granted by a municipality or other state or local government entity in exchange for the right to cross public rights-of-way. Cable franchises generally are granted for fixed terms and in many cases include penalties for noncompliance including a right of termination for material violations.
The specific terms and conditions of cable franchises vary materially between jurisdictions. Each franchise generally contains provisions governing cable operations, franchise fees, system construction, maintenance, technical performance, and customer service standards. A number of states subject cable systems to the jurisdiction of centralized state government agencies, such as public utility commissions. Although local franchising authorities have considerable discretion in establishing franchise terms, there are certain federal protections. For example, federal law caps local franchise fees and includes renewal procedures designed to protect incumbent franchisees from arbitrary denials of renewal. Even if a franchise is renewed, however, the local franchising authority may seek to impose new and more onerous requirements as a condition of renewal. Similarly, if a local franchising authority's consent is required for the purchase or sale of a cable system, the local franchising authority may attempt to impose more burdensome requirements as a condition for providing its consent.
Privacy and Data Security
The Cable Act imposes a number of restrictions on the manner in which cable operators can collect, disclose and retain data about individual system customers and requires cable operators to take such actions as necessary to prevent unauthorized access to such information. The statute also requires that the system operator periodically provide all customers with written information about its policies including the types of information collected; the use of such information; the nature, frequency and purpose of any disclosures; the period of retention; the times and places where a customer may have access to such information; the limitations placed on the cable operator by the Cable Act; and a customer’s enforcement rights. In the event that a cable operator is found to have violated the customer privacy provisions of the Cable Act, it could be required to pay damages, attorneys’ fees and other costs. Certain of these Cable Act requirements have been modified. These modifications impact the circumstances and the manner in which the Partnership discloses certain customer information and future federal legislation may further impact its obligations. Also, the states in which the Partnership operates have also enacted customer privacy statutes. These state provisions are in some cases more restrictive than those in federal law.
Other Communications Act Provisions and FCC Regulatory Matters
In addition to the Communications Act provisions and FCC regulations noted above, there are other statutory provisions and FCC regulations affecting the Partnership’s business. The Communications Act and the FCC regulate, for example, and among other things, (1) cable-specific privacy obligations; (2) equal employment opportunity obligations; (3) customer service standards; (4) technical service standards; (5) mandatory blackouts of certain network, syndicated and sports programming; (6) restrictions on political advertising; (7) restrictions on advertising in children's programming; (8) restrictions on origination cablecasting; (9) restrictions on carriage of lottery programming; (10) sponsorship identification obligations; (11) closed captioning of video programming; (12) licensing of systems and facilities; (13) maintenance of public files; and (14) emergency alert systems. It is possible that Congress or the FCC will expand or modify its regulation of cable systems in the future, and the Managing General Partner cannot predict at this time how that might impact the Partnership’s business.
The Partnership’s business is subject to extensive governmental legislation and regulation, which could adversely affect its business.
Regulation of the cable industry has increased cable operators’ administrative and operational expenses and limited their revenues. Cable operators are subject to, among other things:
● | rules governing the provision of cable equipment and compatibility with new digital technologies; |
● | rules and regulations relating to subscriber privacy; |
● | limited rate regulation; |
● | requirements governing when a cable system must carry a particular broadcast station and when it must obtain consent to carry a broadcast station; |
● | rules for franchise renewals and transfers; and |
● | other requirements covering a variety of operational areas such as equal employment opportunity, technical standards and customer service requirements. |
Additionally, many aspects of these regulations are currently the subject of judicial, administrative and legislative proceedings. There are ongoing efforts to amend or expand the federal, state and local regulation of the Partnership’s cable systems, which may compound the regulatory risks already faced.
The Partnership’s cable systems are operated under franchises that are subject to non-renewal or termination. The failure to renew a franchise in one or more key markets could adversely affect the Partnership’s business.
The Partnership’s cable systems generally operate pursuant to franchises, permits and similar authorizations issued by a state or local governmental authority controlling the public rights-of-way. Many franchises establish comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties for non-compliance. In many cases, franchises are terminable if the franchisee fails to comply with significant provisions set forth in the franchise agreement governing system operations. Franchises are generally granted for fixed terms and must be periodically renewed. Local franchising authorities may resist granting a renewal if either past performance or the prospective operating proposal is considered inadequate. Franchise authorities often demand concessions or other commitments as a condition to renewal. In some instances, franchises have not been renewed at expiration, and the Partnership has operated under temporary operating agreements while negotiating renewal terms with the local franchising authorities. In some states in which the Partnership operates, such extensions are obtained from the respective state agency.
The Partnership may not be able to comply with all significant provisions of the Partnership’s franchise agreements. Additionally, although historically the Partnership has renewed its franchises without incurring significant costs, there can be no assurances that the Partnership will be able to renew, or to renew as favorably, its franchises in the future. A termination of or a sustained failure to renew a franchise in one or more key markets could adversely affect the Partnership’s business in the affected geographic area.
The Partnership’s cable systems are operated under franchises that are non-exclusive. Accordingly, local franchising authorities can grant additional franchises and create competition in market areas where none existed previously, resulting in overbuilds, which could adversely affect results of operations.
The Partnership’s cable systems are operated under non-exclusive franchises granted by local franchising authorities. Consequently, local franchising authorities can grant additional franchises to competitors in the same geographic area or operate their own cable systems. In addition, certain telephone companies are seeking and in some instances have already obtained authority to operate in local communities. As a result, competing operators may build systems in areas in which the Partnership holds franchises. In some cases municipal utilities may legally compete with the Partnership without obtaining a franchise from the local franchising authority.
Different legislative proposals recently have been introduced in the United States Congress and in some state legislatures that would greatly streamline cable franchising and transform the established regulatory framework for incumbent cable systems and potential competitors. This legislation is intended to facilitate entry by new competitors, particularly local telephone companies. Such legislation has already passed in many states and legislation is pending in several more. Although currently enacted legislation and various legislative proposals provide some regulatory relief for incumbent cable operators, current legislation and pending proposals are generally viewed as being more favorable to new entrants due to a number of varying factors, including efforts to withhold streamlined cable franchising from incumbents until after the expiration of their existing franchises and the potential for new entrants to serve only the higher-income areas of a particular community. To the extent incumbent cable operators are not able to avail themselves of this streamlined process, such operators may continue to be subject to more onerous franchise requirements at the local level than new entrants. The FCC has initiated proceedings to determine whether local franchising authorities are impeding the deployment of competitive cable services through unreasonable franchising requirements and whether such impediments should be preempted, and has passed general guidelines regarding cable franchise renewal standards. At this time, management is not able to determine what impact such proceeding may have on the Partnership.
Further regulation of the cable industry could cause the Partnership to delay or cancel service or programming enhancements or impair the Partnership’s ability to raise rates to cover its increasing costs, resulting in reductions to net income.
Currently, rate regulation is strictly limited to the basic service tier and associated equipment and installation activities in areas where the local franchising authority has asserted regulatory authority and where the cable operator lacks “effective competition.” However, the FCC and the U.S. Congress continue to be concerned that cable rate increases are excessive. It is possible that either the FCC or the U.S. Congress will again restrict the ability of cable system operators to implement rate increases. Should this occur, it would impede the Partnership’s ability to raise its rates. If the Partnership is unable to raise its rates in response to increasing costs, its income would decrease.
There has been considerable legislative and regulatory interest in requiring cable operators to offer historically bundled programming services on an a la carte basis or to at least offer a separately available child-friendly ‘‘Family Tier.’’ It is possible that new marketing restrictions could be adopted in the future. Such restrictions could adversely affect the Partnership’s operations by disrupting its preferred marketing practices.
Actions by pole owners might subject the Partnership to significantly increased pole attachment costs.
Pole attachments are cable wires that are attached to poles. Cable system attachments to public utility poles historically have been regulated at the federal or state level, generally resulting in favorable pole attachment rates for attachments used to provide cable service. Despite the existing regulatory regime, utility pole owners in many areas are attempting to raise pole attachment fees and impose additional costs on cable operators and others. In addition, the favorable pole attachment rates afforded cable operators under federal law can be increased by utility companies if the operator provides telecommunications services, as well as cable service, over cable wires attached to utility poles. Any significant increased costs could have a material adverse impact on the Partnership’s profitability and discourage system upgrades and the introduction of new products and services.
The Partnership may be required to provide access to its networks to other Internet service providers, which could significantly increase competition and adversely affect the Partnership’s ability to provide new products and services.
A number of companies, including independent Internet service providers, or ISPs, have requested local authorities and the FCC to require cable operators to provide nondiscriminatory access to cable’s broadband infrastructure, so that these companies may deliver Internet services directly to customers over cable facilities. In a June 2005 ruling, commonly referred to as Brand X, the Supreme Court upheld an FCC decision (and overruled a conflicting Ninth Circuit opinion) making it less likely that any nondiscriminatory ‘‘open access’’ requirements (which are generally associated with common carrier regulation of ‘‘telecommunications services’’) would be imposed on the cable industry by local, state or federal authorities. However, the nature of any legislative or regulatory response remains uncertain in light of the FCC’s current ongoing proceedings regarding “network neutrality” regulations. It’s possible that “net neutrality” restrictions might be placed on broadband network owners that would, for example, place limitations on the Partnership’s ability to charge content providers whose services require a large amount of network capacity. The imposition of this or other such requirements could materially affect the Partnership’s business.
If the Partnership were required to allocate a portion of its bandwidth capacity to other Internet service providers, management believes that it would impair the Partnership’s ability to use its bandwidth in ways that would generate maximum revenues.
Changes in channel carriage regulations could impose significant additional costs on the Partnership.
Cable operators also face significant regulation of their channel carriage. They currently can be required to devote substantial capacity to the carriage of programming that they may not carry voluntarily, including certain local broadcast signals, local public, educational and government access programming, and unaffiliated commercial leased access programming. Additional government-mandated broadcast carriage of unwanted programming could disrupt existing programming commitments, interfere with the Partnership’s preferred use of limited channel capacity and limit the Partnership’s ability to offer services that would maximize customer appeal and revenue potential. Carriage burdens have increased, particularly where cable systems carry both the analog and digital versions of necessary local broadcast primary digital signals (dual carriage) and carry multiple program streams included within a single digital broadcast transmission (multicast carriage). Broadcasters require payment for carriage of certain local signals. This carriage and financial burden could continue to increase as broadcasters demand increased retransmission fees and additional carriage.
Offering voice communications service may subject the Partnership to additional regulatory burdens, causing it to incur additional costs.
The regulatory requirements applicable to VoIP service are unclear, although the FCC has declared that certain VoIP services are not subject to traditional state public utility regulation. The full extent of the FCC preemption of VoIP services is not yet resolved. Expanding the Partnership’s offering of these services may require the Partnership to obtain certain authorizations, including federal, state and local licenses. The Partnership may not be able to obtain such authorizations, or conditions could be imposed upon such licenses or authorizations that may not be favorable to the Partnership. Furthermore, telecommunications companies generally are subject to significant regulation, such as participating in the intercarrier compensation regime, and it may be difficult or costly for the Partnership to comply with such regulations were it to be determined that they applied to VoIP. The FCC has already determined that VoIP providers must comply with traditional 911 emergency service obligations (‘‘E911’’), has imposed a specific timeframe for VoIP providers to accommodate law enforcement wiretaps, and is considering regulating VoIP in other ways. In addition, pole attachment rates are higher for providers of telecommunications services than for providers of cable service. If there were to be a determination that VoIP services are subject to these higher rates, the Partnership’s pole attachment costs could increase significantly, which could adversely affect its financial condition and results of operations.
Because there is no public market for the Partnership’s units of limited partnership interest, limited partners may not be able to sell their units.
There is no established trading market for the units of limited partnership interest. There can be no assurance as to:
● | the liquidity of any trading market that may develop; |
● | the ability of holders to sell their units; or |
● | the price at which the holders would be able to sell their units. |
Northland Communications Corporation, thegeneral partner, is responsible for conducting the Partnership’s business and managing its operations. Affiliates of thegeneral partner may have conflicts of interest and limited fiduciary duties, which may permit thegeneral partner to favor its own interests to the Partnership’s detriment.
Conflicts of interest may arise between management of Northland Communications Corporation, the general partner and its affiliates, and the limited partners. As a result of these conflicts, it is possible that the general partner may favor its own interests and the interests of its affiliates over the interests of the Partnership’s limited partners.
The limited partners have limited voting rights and limited ability to influence the Partnership’s operations and activities.
The limited partners have only limited voting rights on matters affecting the Partnership’s operations and activities and, therefore, limited ability to influence management's decisions regarding the Partnership’s business. Limited partners' voting rights are further restricted by the partnership agreement provisions providing limited ability of limited partners to call meetings or to acquire information about operations, as well as other provisions limiting the limited partners' ability to influence the manner or direction of management.
Furthermore, the limited partners did not elect the general partner or the board of directors of the general partner and there is no process by which the limited partners elect the general partner or the board of directors of the general partner on an annual or other continuing basis. The trading price at which limited partnership units trade may be adversely affected by these circumstances.
The control of thegeneral partner may be transferred to a third party withoutlimited partner consent.
The general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the limited partners. Furthermore, the partnership agreement does not restrict the ability of the shareholders of the general partner from transferring their respective interests in the general partner to a third party. The new controlling parties of the general partner would then be in a position to replace the board of directors of the general partner with their own choices and to control the decisions taken by the board of directors.
The Partnership does not have its own officers and has a limited number of management employees. The Partnership relies solely on the officers and management employees of thegeneral partner and its affiliates to manage the Partnership’s business and affairs.
The Partnership does not have its own officers and has a limited number of management employees. The Partnership relies solely on the officers and management employees of the general partner and its affiliates to manage the Partnership’s business and affairs. If the general partner were to stop managing the assets of the Partnership, it could be difficult for the Partnership to hire and train the personnel necessary to run the operations of the Partnership.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
The Partnership's cable systems are located in and around Aliceville, Alabama and Swainsboro, Georgia. The principal physical properties of the Systems consist of system components (including antennas, coaxial cable, electronic amplification and distribution equipment, and customer premises 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 11,480 homes as of December 31, 2014. 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.)
In September 2014, the Partnership settled a legal claim made by a former employee. Under the terms of the settlement, the Partnership will pay $150,000 in damages, fees and costs. Pursuant to the settlement agreement, the Partnership entered into a security agreement to grant a security interest in all of the assets of the Partnership to secure the obligations. In addition, the Partnership incurred approximately $216,848 in legal fees associated with the defense of this claim, of which approximately $177,057 and $39,791 was incurred for the years ended December 31, 2014 and 2013, respectively. The Partnership has recorded both the settlement and the associated legal fees as general and administrative expenses in the accompanying financial statements.
The Partnership may be party to other ordinary and routine litigation proceedings that are incidental to the Partnership’s business. Management believes that the outcome of such legal proceedings will not, individually or in the aggregate, have a material adverse effect on the Partnership, its financial conditions, prospects or debt service abilities.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
(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, 2014, is as follows:
Limited Partners: | 852 |
General Partners: | 1 |
(c) During 2014, 2013 and 2012 the Partnership made no cash distributions to the limited partners.
ITEM 6. SELECTED FINANCIAL DATA
The data set forth below should be read in conjunction with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements included in Item 8. “Financial Statements and Supplementary Data.”
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
SUMMARY OF OPERATIONS: | ||||||||||||||||||||
Revenue | $ | 4,380,380 | $ | 4,487,627 | $ | 4,218,611 | $ | 4,127,680 | $ | 3,981,705 | ||||||||||
Operating (loss) income | (2,252,937 | ) | 224,760 | 292,236 | (529,578 | ) | 461,508 | |||||||||||||
Net (loss) income | (2,252,825 | ) | 215,607 | 263,450 | (501,530 | ) | 408,302 | |||||||||||||
Net income (loss) per limited partnership unit | $ | (117 | ) | $ | 11 | $ | 14 | $ | (26 | ) | $ | 21 | ||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
BALANCE SHEET DATA: | ||||||||||||||||||||
Total assets | 3,376,610 | 5,229,604 | 5,490,113 | 5,586,629 | 6,321,108 | |||||||||||||||
Term loan | - | - | 553,376 | 928,376 | 1,153,376 | |||||||||||||||
Total liabilities | 986,752 | 580,242 | 1,051,638 | 1,411,604 | 1,644,553 | |||||||||||||||
General partner's deficit | (56,024 | ) | (33,496 | ) | (35,652 | ) | (38,286 | ) | (33,271 | ) | ||||||||||
Limited partners’ capital | 2,445,882 | 4,682,858 | 4,474,127 | 4,213,311 | 4,709,826 | |||||||||||||||
Quarters Ended (unaudited) | ||||||||||||||||||||||||||||||||
December 31, | September 30, | June 30, | March 31, | December 31, | September 30, | June 30, | March 31, | |||||||||||||||||||||||||
2014 | 2014 | 2014 | 2014 | 2013 | 2013 | 2013 | 2013 | |||||||||||||||||||||||||
Revenue | $ | 1,040,970 | $ | 1,062,196 | $ | 1,130,004 | $ | 1,147,210 | $ | 1,102,691 | $ | 1,126,809 | $ | 1,143,396 | $ | 1,114,731 | ||||||||||||||||
Operating (loss) income | (127,862 | ) | (2,198,007 | ) | 19,967 | 52,965 | (3,596 | ) | 18,285 | 86,810 | 123,262 | |||||||||||||||||||||
(Loss) income from operations | (127,861 | ) | (2,197,906 | ) | 19,972 | 52,970 | (3,593 | ) | 18,290 | 83,009 | 117,901 | |||||||||||||||||||||
Net (loss) income from operations per limited partnership unit | $ | (7 | ) | $ | (114 | ) | $ | 1 | $ | 3 | $ | (0 | ) | $ | 1 | $ | 4 | $ | 6 | |||||||||||||
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
2014 and 2013
Total basic video subscribers decreased from 3,448 as of December 31, 2013, to 2,872 as of December 31, 2014. The loss in subscribers is a result of several factors including competition from Direct Broadcast Satellite (DBS) and other competitive providers, availability of off-air signals in the Partnership’s markets and regional and local economic conditions. The Swainsboro system is 85% overbuilt by Pineland Telephone Cooperative (“Pineland”). Over the last two years competition from Pineland has reduced the Swainsboro system’s revenues and cash flow. In its efforts to address this customer trend, the Partnership is increasing its customer retention efforts and its emphasis on bundling its video and data and phone products.
Revenue totaled $4,380,380 for the year ended December 31, 2014, a decrease of 2% from $4,487,627 for the year ended December 31, 2013. Revenues for the year ended December 31, 2014 were comprised of the following sources:
● | $2,139,251 (49%) from basic and expanded basic video services |
● | $1,265,521 (29%) from Internet services |
● | $437,360 (10%) from telephone services |
● | $79,067 (2%) from premium video services |
● | $61,789 (1%) from advertising |
● | $102,197 (2%) from late fees |
● | $295,195 (7%) from other sources |
Average monthly revenue per subscriber increased $14.40, or approximately 14%, from $101.22 for the year ended December 31, 2013, to $115.62 for the year ended December 31, 2014. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2014 and increased penetration of new products, specifically, Internet services, and product bundling to new customers. This increase in average monthly revenue per subscriber was offset by the aforementioned decrease in basic subscribers.
The following table displays historical average rate information for various services offered by the Partnership's systems (amounts per subscriber per month) exclusive of promotional prices and bundled product discounts:
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
Basic Video Rate | 63.30 | 58.30 | 53.30 | 50.55 | 48.75 | |||||||||||||||
Expanded Basic Video Rate | 6.50 | 6.00 | 6.00 | 4.00 | 4.00 | |||||||||||||||
HBO Rate | 19.50 | 17.50 | 15.75 | 15.75 | 14.75 | |||||||||||||||
Cinemax Rate | 14.75 | 14.75 | 13.75 | 12.75 | 12.25 | |||||||||||||||
Showtime Rate | 17.25 | 15.25 | 15.25 | 15.25 | 14.75 | |||||||||||||||
Encore Rate | 5.75 | 4.75 | 4.75 | 4.75 | 4.75 | |||||||||||||||
Starz | 10.00 | 9.50 | 9.00 | 8.25 | 7.75 | |||||||||||||||
Digital Rate (Incremental) | 8.75 | 8.75 | 8.75 | 6.75 | 6.75 | |||||||||||||||
Internet Rate | 55.00 | 45.00 | 45.00 | 42.65 | 40.75 | |||||||||||||||
Telephone Rate | 38.50 | 36.50 | 36.50 | 35.00 | 35.00 | |||||||||||||||
Operating expenses, excluding general and administrative, programming, and depreciation expenses, loss on impairment of franchise agreements and loss on disposal of assets totaled $474,479 for the year ended December 31, 2014, representing a decrease of 8% from $517,561 for the year ended December 31, 2013. The decrease is primarily attributable to a decrease in operating salaries, operating overtime, payroll tax expense, vehicle operating expenses and operating overhead.
General and administrative expenses totaled $1,758,596 for the year ended December 31, 2014, representing an increase of approximately 28% from $1,378,004 for the year ended December 31, 2013. This increase is primarily attributable to the settlement of a legal claim made by a former employee and higher administrative salaries, net bad debt expenses, administrative services, call center fees, marketing expenses and other administrative expenses.
Programming expenses totaled $1,921,137 for the year ended December 31, 2014, an increase of approximately 6% from $1,817,916 for the year ended December 31, 2013. The increase is attributable to higher costs charged by various video program suppliers, retransmission fees for carriage of certain local broadcast signals and costs associated with the increased penetration of Internet and telephone services, offset by decreased video subscribers from 3,448 as of December 31, 2013 to 2,872 as of December 31, 2014. Rate increases from video program suppliers, and increases in the number of customers to the Partnership’s Internet and telephone services, will contribute to the trend of increased programming costs in the future.
Depreciation expense totaled $563,147 for the year ended December 31, 2014, remaining consistent with the year ended December 31, 2013. Depreciation of recent purchases related to the upgrade of plant and equipment, was offset by certain assets becoming fully depreciated.
Loss on disposal of assets totaled $17,565 for the year ended December 31, 2014, and consists primarily of costs incurred in connection with the disposal of plant in discontinued service areas of the Aliceville system offset by proceeds from the sale of a vehicle. Gain on disposal of assets totaled $11,880 for the year ended December 31, 2013, and consists primarily of insurance proceeds from storm damage in the Aliceville system.
Interest expense and amortization of loan fees decreased from $9,310 for the year ended December 31, 2013 to $0 for the year ended December 31, 2014. The Partnership paid off the outstanding balance of its term loan on July 1, 2013.
In 2014, the Partnership generated a loss of $2,252,825 compared to an income of $215,607 in 2013. The operating loss is mainly attributable to the $1,898,393 impairment write down of the Partnership’s Swainsboro franchise agreements and the settlement of a legal claim made by a former employee. The Partnership generated positive income in each of the two prior years, and management anticipates that this trend will continue.
2013 and 2012
Total basic video subscribers decreased from 3,767 as of December 31, 2012, to 3,448 as of December 31, 2013. The loss in subscribers is a result of several factors including competition from Direct Broadcast Satellite (DBS) providers, availability of off-air signals in the Partnership’s markets and regional and local economic conditions. In its efforts to address this customer trend, the Partnership is increasing its customer retention efforts and its emphasis on bundling its video and data and phone products.
Revenue totaled $4,487,627 for the year ended December 31, 2013, increasing 6% from $4,218,611 for the year ended December 31, 2012. Revenues for the year ended December 31, 2013 were comprised of the following sources:
● | $2,425,257 (54%) from basic and expanded basic video services |
● | $1,210,386 (27%) from Internet services |
● | $356,662 (8%) from telephone services |
● | $96,434 (2%) from premium video services |
● | $71,351 (2%) from advertising |
● | $112,418 (2%) from late fees |
● | $215,119 (5%) from other sources |
Average monthly revenue per subscriber increased $11.75, or approximately 13%, from $89.47 for the year ended December 31, 2012, to $101.22 for the year ended December 31, 2013. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2013 and increased penetration of new products, specifically, Internet services, and product bundling to new customers. This increase in average monthly revenue per subscriber was offset by the aforementioned decrease in basic subscribers.
The following table displays historical average rate information for various services offered by the Partnership's systems (amounts per subscriber per month) exclusive of promotional prices and bundled product discounts:
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||
Basic Video Rate | 58.30 | 53.30 | 50.55 | 48.75 | 44.25 | ||||||||||||||||
Expanded Basic Video Rate | 6.00 | 6.00 | 4.00 | 4.00 | 4.00 | ||||||||||||||||
HBO Rate | 17.50 | 15.75 | 15.75 | 14.75 | 14.00 | ||||||||||||||||
Cinemax Rate | 14.75 | 13.75 | 12.75 | 12.25 | 11.50 | ||||||||||||||||
Showtime Rate | 15.25 | 15.25 | 15.25 | 14.75 | 14.00 | ||||||||||||||||
Encore Rate | 4.75 | 4.75 | 4.75 | 4.75 | 4.75 | ||||||||||||||||
Starz | 9.50 | 9.00 | 8.25 | 7.75 | 7.00 | ||||||||||||||||
Digital Rate (Incremental) | 8.75 | 8.75 | 6.75 | 6.75 | 6.50 | ||||||||||||||||
Internet Rate | 45.00 | 45.00 | 42.65 | 40.75 | 40.25 | ||||||||||||||||
Phone Rate | 36.50 | 36.50 | 35.00 | 35.00 | 33.00 | ||||||||||||||||
Operating expenses, excluding general and administrative, programming, and depreciation expenses, and loss on impairment of franchise agreements totaled $517,561 for the year ended December 31, 2013, representing an increase of 7% from $482,133 for the year ended December 31, 2012. The increase is primarily attributable to an increase in operating salaries offset by decreases in pole rental expense and regional management expense.
General and administrative expenses totaled $1,378,004 for the year ended December 31, 2013, representing an increase of approximately 15% from $1,203,434 for the year ended December 31, 2012. This increase is primarily attributable to higher net bad debt expense, administrative services, legal expense, audit fees, marketing expenses and management fees.
Programming expenses totaled $1,817,916 for the year ended December 31, 2013, an increase of 9% from $1,675,316 for the year ended December 31, 2012. The increase is attributable to higher costs charged by various video program suppliers, retransmission fees for carriage of certain local broadcast signals and costs associated with the increased penetration of Internet and telephone services, offset by decreased video subscribers from 3,767 as of December 31, 2012 to 3,448 as of December 31, 2013. Rate increases from video program suppliers, and increases in the number of customers to the Partnership’s Internet and telephone services, will contribute to the trend of increased programming costs in the future.
Depreciation expense totaled $561,266 for the year ended December 31, 2013, an increase of 6% from $528,758 for the year ended December 31, 2012. This increase is attributable to depreciation of recent purchases related to the upgrade of plant and equipment, offset by certain assets becoming fully depreciated.
Gain on disposal of assets totaled $11,880 for the year ended December 31, 2013, and consists primarily of insurance proceeds from storm damage in the Aliceville system. Loss on disposal of assets totaled $36,734 for the year ended December 31, 2012, and consists primarily of costs incurred in connection with the Millport and Aliceville tower wreck out and asset disposal and the write-off of obsolete customer premise equipment.
Interest expense and amortization of loan fees decreased approximately 68% from $29,131 in 2012 to $9,310 in 2013. This decrease in interest expense and loan fees is attributable to the Partnership paying off the outstanding balance of its term loan on July 1, 2013.
In 2013, the Partnership generated net income of $215,607 compared to a net income of $263,450 in 2012. Management anticipates that the Partnership will continue to generate positive net income.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary source of liquidity is cash flow provided by operations. The Partnership generates cash through the monthly billing of subscribers for video, Internet, telephone and other services. As a result of the aforementioned legal settlement, the Partnership will actively reduce its capital expenditures for 2015 to satisfy these obligations and to cover future operating costs and working capital needs over the next twelve-month period.
2014
Net cash provided by operating activities totaled $469,504 for the year ended December 31, 2014. Adjustments to the $2,252,825 net loss for the period to reconcile to net cash provided by operating activities consisted primarily of $1,898,393 in loss on impairment of franchise agreements, $563,147 in depreciation, and changes in other operating assets and liabilities of $264,112.
Net cash used in investing activities totaled $519,695 and consisted primarily of capital expenditures for the year ended December 31, 2014.
Net cash used in financing activities for the year ended December 31, 2014 consisted of a $6,679 in distribution on behalf of limited partners for tax purposes.
Term Loan
The Partnership’s term loan matured and was paid in full on July 1, 2013.
Obligations and Commitments
In addition to working capital needs for ongoing operations, the Partnership has capital requirements for required minimum operating lease payments. The following table summarizes the contractual obligations as of December 31, 2014 and the anticipated effect of these obligations on the Partnership’s liquidity in future years:
Payments Due By Period | ||||||||||||||||||||
Total | Less than 1 year | 1 – 3 Years | 3 – 5 Years | More than 5 years | ||||||||||||||||
Minimum operating lease payments | $ | 45,000 | $ | 5,000 | $ | 10,000 | $ | 10,000 | $ | 20,000 | ||||||||||
(a) | These contractual obligations do not include accounts payable and accrued liabilities, which are expected to be paid in 2015. |
(b) | The Partnership also rents utility poles in its operations. Amounts due under these agreements are not included in the above minimum operating lease payments amounts as pole rentals are based on pole usage and cancelable on short notice. The Partnership does however anticipate that such rentals will recur. Pole rental expense was $108,095 in 2014. |
Capital Expenditures
During 2014, the Partnership paid $544,759 for capital expenditures. These expenditures included continued plant upgrades in both systems to extend and maintain high speed data service capabilities, vehicle replacement and customer premise equipment to provide services.
Management has estimated that the Partnership will spend approximately $370,000 on capital expenditures during 2015. Planned expenditures include quality assurance upgrade work to maintain reliable video signals and broadband speeds in both systems, potential line extension opportunities and customer premise equipment to provide services.
CRITICAL ACCOUNTING POLICIES
This discussion and analysis of financial condition and results of operations is based on the Partnership’s financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following critical accounting policies require a more significant amount of management judgment than other accounting policies the Partnership employs.
Revenue Recognition
Cable and broadband service revenue, including service and maintenance, is recognized in the month service is provided to customers. Advance payments on cable services to be rendered are recorded as subscriber prepayments. Revenues resulting from the sale of local spot advertising are recognized when the related advertisements or commercials appear before the public.
Property and Equipment
Property and equipment are recorded at cost. Costs of additions and substantial improvements, which include materials, labor, and other indirect costs associated with the construction of cable transmission and distribution facilities, are capitalized. Indirect costs include employee salaries and benefits, travel and other costs. These costs are estimated based on historical information and analysis. The Partnership periodically performs evaluations of these estimates as warranted by events or changes in circumstances.
The Partnership also capitalizes costs associated with initial customer installations. The costs of disconnecting service or reconnecting service to previously installed locations are expensed in the period incurred. Costs for repairs and maintenance are also charged to operating expense, while equipment replacements, including the replacement of drops, are capitalized.
Intangible Assets
The Partnership does not amortize intangible assets determined to have indefinite lives. The Partnership has determined that its franchises meet the definition of indefinite lived assets. The Partnership tests these assets for impairment on an annual basis as of September 30th, or on an interim basis if an event occurs or circumstances change that would reduce the fair value of the assets below their carrying value.
Management believes the franchises have indefinite lives because the franchises are expected to be used by the Partnership for the foreseeable future as determined based on an analysis of all pertinent factors, including changes in legal, regulatory or contractual provisions and effects of obsolescence, demand and competition. In addition, the expected renewal costs the Partnership would otherwise not incur if the franchises were not subject to renewal are not material in relation to the fair value of the franchises. While the franchises have defined lives based on the franchising authority, renewals are routinely granted, and management expects them to continue to be granted. This expectation is supported by management’s experience with the Partnership’s franchising authorities and the franchising authorities of the Partnership’s affiliates.
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 Telecom Act. Because of the deregulatory nature of the 1996 Telecom Act, the Partnership does not expect the future rate of inflation to have a material adverse impact on operations.
TRANSACTIONS WITH 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 systems or franchises. Management fees charged to operations by the General Partner were $219,019, $224,381, and $210,931 for 2014, 2013, and 2012, respectively. Management fees are included as a component of general and administrative expenses in the accompanying statements of operations. The Partnership has deferred payment of management fees for the fourth quarter of 2014 and will continue to defer management fees through 2015 to meet its obligations related to the aforementioned settlement of a legal claim in September 2014.
Reimbursements
The General Partner provides or causes to be provided certain centralized services to the Partnership and other affiliated entities. The General Partner is entitled to reimbursement from the Partnership for various expenses incurred by it or its affiliates on behalf of the Partnership allocable to its management of the Partnership, including travel expenses, pole and site rental, lease payments, legal expenses, billing expenses, insurance, governmental fees and licenses, headquarters’ supplies and expenses, video programming expenses, equipment and vehicle charges, operating salaries and expenses, administrative salaries and expenses, postage, and office maintenance.
The amounts billed to the Partnership are based on costs incurred by the General Partner in rendering the services. The costs of certain services are charged directly to the Partnership, based upon the personnel time spent by the employees rendering the service. The cost of other services is allocated to the Partnership and affiliates based upon relative size and revenue. Management believes that the methods used to allocate costs to the Partnership are reasonable. Amounts charged to operations for these services were $387,444, $287,581, and $261,205 for 2014, 2013, and 2012, respectively.
The Partnership has entered into operating management agreements with certain affiliates managed by the General Partner. Under the terms of these agreements, the Partnership or an affiliate serves as the managing agent for certain cable systems and is reimbursed for certain operating and administrative expenses. The Partnership’s operations include charges of $38,438, $58,896, and $50,770, net of payments received, under the terms of these agreements during 2014, 2013, and 2012, respectively.
NCSC, an affiliate of the General Partner, was formed to provide billing system support to cable systems owned and managed by the General Partner. In addition NCSC provides technical support associated with the build out and upgrade of Northland affiliated cable systems as well as support for the Partnership’s Internet and telephone services. In 2014, 2013, and 2012, the Partnership’s operations include charges of $173,589, $116,279, $101,772, respectively, for these services. Of this amount, $15,223, $18,859, and $35,753 were capitalized in 2014, 2013, and 2012, respectively, related to the build out and upgrade of cable systems. CAC, a subsidiary of NCSC, manages the development of local advertising as well as billing for video commercial advertisements to be cablecast on Northland affiliated cable systems. CAC retains all the credit risks associated with the advertising activities and a net fixed percentage of the related revenues are remitted to the Partnership, which are recorded as net advertising revenues. The Partnership’s operations include $49,058, $63,310, and $60,434, in payments received under the terms of this agreement during 2014, 2013, and 2012, respectively.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership is not subject to market risks arising from changes in interest rates as its cash balance is comprised of deposits at financial institutions.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The audited financial statements of the Partnership for the years ended December 31, 2014, 2013 and 2012 are included as a part of this filing (see Item 15 (a) below).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The Partnership maintains disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The General Partner’s Chief Executive Officer and Vice President, Controller (Principal Accounting Officer) have evaluated these disclosure controls and procedures as of the end of the period covered by this annual report on Form 10-K and have determined that such disclosure controls and procedures are effective.
MANAGEMENT’S ANNUAL REPORT ON INTERNALCONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Partnership. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of the Partnership’s financial statements; providing reasonable assurance that receipts and expenditures of Partnership assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Partnership assets that could have a material effect on its financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (1992). Based on this assessment, management determined that, as of December 31, 2014, the Partnership’s internal control over financial reporting was effective.
This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.
CHANGES ININTERNALCONTROL OVER FINANCIAL REPORTING
As described in Controls and Procedures in Item 4 of the Partnership’s 2014 Form 10Q filed with the SEC on November 11, 2014, management identified a material weakness in the Partnership’s internal control over financial reporting as a result of a missing control to ensure all information relevant to financial reporting is being shared on a timely basis with individuals in financial reporting oversight roles. Specifically, management engaged an independent third party to perform an appraisal of the Partnership’s Swainsboro, GA system during the second quarter of 2014. The appraisal of the Swainsboro, GA system constituted a triggering event under ASC 350. The Partnership’s intangible assets should have been tested for impairment as of June 30, 2014, as a result of the triggering event. Management did not follow the control process to determine whether any triggering events have occurred and an analysis of impairment of the intangible assets should have been performed during the reporting period. Management performed a retrospective review of the value of the intangible assets as of June 30, 2014, prepared a discounted cash flow analysis and determined that no impairment had occurred as of June 30, 2014. During the third quarter of 2014, there was a significant decline in the operating cash flow of the Swainsboro system as compared to previous reporting periods due to escalating competition from Pineland Telephone Cooperative. Management updated its analysis of the value of intangible assets utilizing results for the third quarter of 2014 and determined an impairment of the Swainsboro intangible assets had occurred. An appropriate adjustment to the carrying value of the Swainsboro intangible assets was recorded as of September 30, 2014.
During the fourth quarter of 2014, management identified the material weakness described above and reinforced the control process of establishing a meeting with individuals in financial reporting oversight roles every reporting period to communicate and determine whether any triggering events have occurred during the reporting period.
As of the date of this 10-K filing, management believes this material weakness has been remediated.
Other than the changes described above, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
On October 1, 2013, a definitive proxy statement on Schedule 14A and an accompanying proxy card were mailed to limited partners of record as of September 15, 2013, in connection with a special meeting that was called for the purpose of considering a proposal to amend the Partnership Agreement, to extend the term of the Partnership from December 31, 2013, to December 31, 2016.The Amendment was approved at that special meeting of limited partners on December 17, 2013. On December 27, 2013, the Partnership filed with the Secretary of State of the State of Washington an amendment to its Amended and Restated Agreement of Limited Partnership to extend the term of the Partnership from December 31, 2013, to December 31, 2016.
As a result of the Amendment, holders of the units of limited partnership interests of the Partnership may not be able to liquidate their investment in the Partnership until the earlier of December 31, 2016, or upon the dissolution, winding up and termination of the Partnership.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no directors or officers. The General Partner of the Partnership is Northland Communications Corporation, a Washington corporation.
Certain information regarding the officers and directors of Northland and relating to the Partnership is set forth below.
JOHN S. WHETZELL (AGE 72). Mr. Whetzell is the founder of Northland Communications Corporation and has been a Director since March 1982. Mr. Whetzell became Chairman of the Board of Directors in December 1984. He also serves as Chairman of the Board of Northland Telecommunications Corporation and each of its subsidiaries. He has been involved with the cable industry for over 39 years. 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 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 to 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 78). Mr. Iverson is the Secretary of Northland Telecommunications Corporation and has served on the Board of Directors since December 1984. Mr. Iverson has a Juris Doctor degree from the University of Washington. He became a member of the Washington State Bar Association in 1962 and retired as a member of the Seattle law firm of Ryan, Swanson & Cleveland, P.L.L.C. in 2009. Mr. Iverson is a Trustee and the past Chairman of the Board of the Pacific Northwest Ballet Association and is a member and the past President of, and past Foundation President for, Seattle Rotary No. 4.
RICHARD I. CLARK (AGE 57). Mr. Clark is an original incorporator of Northland Communications Corporation and serves as Executive Vice President, Assistant Secretary and Assistant Treasurer of Northland Communications Corporation. He also serves as Vice President, Assistant Secretary and Treasurer of Northland Telecommunications Corporation. Mr. Clark has served on the Board of Directors of both Northland Communications Corporation and Northland Telecommunications Corporation since July 1985. In addition to his other responsibilities, Mr. Clark 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 industry for nearly 35 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 models, and he has prepared documents for major cable companies in franchising and budgeting projects through the application of these models. In 1979, Mr. Clark graduated cum laude from Pacific Lutheran University with a Bachelor of Arts degree in accounting.
GARY S. JONES (AGE 57). Mr. Jones is the Chief Executive Officer and President of Northland Telecommunications Corporation and each of its subsidiaries. Mr. Jones joined Northland in March 1986 and has previously served as President, Vice President and Chief Financial Officer for Northland. 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 69). Mr. Dyste currently serves as Chief Technical Officer of Northland Telecommunications Corporation and each of its subsidiaries. Mr. Dyste is responsible for planning and advising all Northland cable systems and call centers with regard to technical performance, staffing, quality assurance, system upgrades and technical development of new products. Mr. Dyste joined Northland in August 1986 as an engineer and served as Operations Engineer from August 1986 until April 1987. He then served as Senior Vice President – Technical Services with additional responsibilities for operations in Texas and the West Coast until May of 2011. From 1977 to 1985, Mr. Dyste owned and operated Bainbridge TV Cable. He is a graduate of Washington Technology Institute and is a certified Broadband Communications Engineer.
H. LEE JOHNSON (AGE 71). Mr. Johnson currently serves as Vice President of Northland Cable Services Corporation. He is responsible for management of Cable Ad Concepts Inc., and sales of Northland Business Products in the Southeast Division. Mr. Johnson has also served as Divisional Vice President of Northland, responsible for the management of systems serving subscribers in Alabama, Georgia, Mississippi, North Carolina and South Carolina. Prior to his association with Northland he served as Regional Manager for Warner Communications, managing four cable systems in Georgia from 1968 to 1973. Mr. Johnson has also served as President of Sunbelt Finance Corporation and was employed as a System Manager for Statesboro CATV when Northland purchased the system in 1986. Mr. Johnson has been involved in the cable industry for over 46 years. He is a graduate of Swainsboro Technical Institute and has attended numerous training seminars, including courses sponsored by Jerrold Electronics, Scientific Atlanta, the Society of Cable Television Engineers and CATA.
R. GREGORY FERRER (AGE 59). Mr. Ferrer joined Northland in March 1984 as Assistant Controller and currently serves as Vice President and Treasurer of Northland Communications Corporation. Mr. Ferrer also serves as Vice President and Assistant Treasurer of Northland Telecommunications Corporation. Mr. Ferrer is responsible for coordinating all of Northland’s property tax filings, insurance requirements and system programming contracts as well as interest rate management and other treasury functions. Prior to joining Northland, he was a Certified Public Accountant at Benson & McLaughlin, a local public accounting firm, from 1981 to 1984. Mr. Ferrer received his Bachelor of Arts in Business Administration from Washington State University with majors in marketing in 1978 and accounting and finance in 1981.
MATTHEW J. CRYAN (AGE 50). Mr. Cryan is Senior Vice President - Budgets and Information Technology and has been with Northland since September 1990. Mr. Cryan is responsible for the development of current and long-term operating budgets for all Northland entities. Additional responsibilities include the development of financial models used in support of acquisition financing, analytical support for system and regional managers, financial performance monitoring and reporting and programming analysis and supervision of all billing related matters of Northland. Prior to joining Northland, Mr. Cryan was employed as an analyst with NKV Corp., a securities litigation support firm located in Redmond, Washington. Mr. Cryan graduated from the University of Montana in 1988 with honors and holds a Bachelor of Arts in Business Administration with a major in finance.
RICK J. MCELWEE (AGE 53). Mr. McElwee is Vice President and Controller for Northland. He joined Northland in May 1987 as System Accountant and was promoted to Assistant Controller of Northland Cable Television, Inc. in 1993. Mr. McElwee became Divisional Controller of Northland Telecommunications Corporation in 1997 and in January 2001, he was promoted to Vice President and Controller of Northland Telecommunications Corporation. Mr. McElwee is responsible for managing all facets of the accounting and financial reporting process for Northland. Prior to joining Northland, he was employed as an accountant with Pay n’ Save Stores, Inc., a then regional drugstore chain. Mr. McElwee graduated from Central Washington University in 1985 and holds a Bachelor of Science in Business Administration with a major in accounting.
PAUL MILAN (AGE 53). Mr. Milan is Vice President and General Counsel of Northland Telecommunications Corporation. He joined Northland in September of 2002. Mr. Milan is responsible for the legal affairs of Northland. From 1996 to 2003, he worked as in-house counsel with a number of venture funded start-up companies in the telecommunications arena. From 1994 to 1996, Mr. Milan was a partner in the law firm of Cain McLaughlin P.S. where his practice emphasized commercial litigation, credit transactions and start-up enterprises. From 1990 to 1996, he was an associate attorney with Fountain Rhoades LLC. Mr. Milan is admitted to the bar in Alaska and Washington and received a Bachelor of Arts degree in English Literature in 1984 and a law degree in 1987 from the University of Puget Sound in Tacoma, Washington.
STEVEN M. TANABE (AGE 42). Mr. Tanabe joined Northland as a Financial Analyst in March of 1998 and currently serves as Vice President – Strategic Planning & Management. Mr. Tanabe is responsible for maintaining relationships with program suppliers, assisting with negotiation and compliance of programming supplier agreements and website development. Additional responsibilities include the review and development of budget and reporting models and other project management functions. Mr. Tanabe received his Bachelor of Science in Business Administration with a concentration in Finance from the University of Oregon in 1994 and his Masters in Business Administration from Seattle University in 2001.
RHETA R. ANGELES (AGE 39). Ms. Angeles joined Northland in June 2000 as Training and Personnel Services Supervisor and currently serves as Vice President – Human Resources. She is responsible for recruiting, employee relations, benefits management, compliance, assisting in drafting policies and procedures and corporate administration. Prior to joining Northland, Ms. Angeles worked for two years as the Training Manager for Hyatt International Hotels located in the Northern Marianas Islands. She graduated from Hawaii Pacific University and holds a Bachelor of Science in Business Administration with a double major in Human Resources and Computer Information Systems.
ROBERT L. WOLFE (AGE 45). Mr. Wolfe joined Northland in August 1996 and currently serves as Vice President – Technical Operations of Northland Telecommunications Corporation. He is responsible system and business services technical operations, including general team management, staffing, training and system performance. Mr. Wolfe has received training from numerous industry related companies, including Jones/National Cable Television Institute, Arris (formerly Motorola), Aurora Networks (a Pace Company), Cisco and the Society of Cable Television Engineers. Previously, Mr. Wolfe was a principle with a retail/pharmaceutical company in Statesboro, Georgia where he attended Georgia Southern University.
MELANIE L. HANNASCH (AGE 36). Ms. Hannasch joined Northland in January 2014 as Vice President – Marketing. She is responsible for planning and implementing marketing strategies and brand management, incorporating market research and measurement with forecasting goals, as well as managing daily operations of the marketing department. Additional responsibilities include driving marketing initiatives in accordance with Northland’s Strategic Plan and providing guidance for the company’s promotions and customer impacts. Prior to joining Northland, Ms. Hannasch worked at Mediacom Communications for seven years as both a Director of Operations and as a Senior Marketing Manager. She attended the University Nevada – Las Vegas with a Bachelor of Science in Business Administration and Majored in Marketing.
Audit Committee and Financial Expert.
The Northland board of directors consists of three individuals, whom also serve on the NTC board of directors. Together, the NTC and the Northland boards of directors serve as the oversight body for the Partnership. The Northland and NTC boards do not have a separate audit committee; instead, all members perform the function of an audit committee. The Northland and NTC boards of directors also do not have a "financial expert" as defined in applicable SEC rules, as it believes that the background and financial sophistication of its members are sufficient to fulfill the duties of such “financial expert”.
Code of Ethics
The Partnership does not currently have a code of ethics. The Partnership has only 10 employees and the Northland executives, together with the NTC and Northland boards, manage all oversight functions. With so few employees, none of whom have executive oversight responsibilities, the Partnership does not believe that developing and adopting a code of ethics is necessary. Northland and NTC also do not have a code of ethics; but will consider whether adopting a code of ethics is appropriate.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership does not have executive officers. However, compensation was paid to the General Partner and affiliates during 2014 as indicated in Note 5 to the Notes to Financial Statements—December 31, 2014 (see Items 15 (a) 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, 2014 is as follows: |
TITLE OF CLASS |
NAME AND ADDRESS OF BENEFICIAL OWNER | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP |
PERCENT OF CLASS |
General Partner's Interest | Northland Communications Corporation | (See Note A) | (See Note A) |
101 Stewart Street, Suite 700 | |||
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.
None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) TRANSACTIONS WITH MANAGEMENT AND OTHERS.
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 systems or franchises. Management fees charged to operations by the General Partner were $219,019, $224,381, and $210,931 for 2014, 2013, and 2012, respectively. Management fees are included as a component of general and administrative expenses in the accompanying statements of operations. The Partnership has deferred payment of management fees for the fourth quarter of 2014 and will continue to defer management fees through 2015 to meet its obligations related to the aforementioned settlement of a legal claim in September 2014.
Reimbursements
The General Partner provides or causes to be provided certain centralized services to the Partnership and other affiliated entities. The General Partner is entitled to reimbursement from the Partnership for various expenses incurred by it or its affiliates on behalf of the Partnership allocable to its management of the Partnership, including travel expenses, pole and site rental, lease payments, legal expenses, billing expenses, insurance, governmental fees and licenses, headquarters’ supplies and expenses, video programming expenses, equipment and vehicle charges, operating salaries and expenses, administrative salaries and expenses, postage, and office maintenance.
The amounts billed to the Partnership are based on costs incurred by the General Partner in rendering the services. The costs of certain services are charged directly to the Partnership, based upon the personnel time spent by the employees rendering the service. The cost of other services is allocated to the Partnership and affiliates based upon relative size and revenue. Management believes that the methods used to allocate costs to the Partnership are reasonable. Amounts charged to operations for these services were $387,444, $287,581, and $261,205 for 2014, 2013, and 2012, respectively.
The Partnership has entered into operating management agreements with certain affiliates managed by the General Partner. Under the terms of these agreements, the Partnership or an affiliate serves as the managing agent for certain cable systems and is reimbursed for certain operating and administrative expenses. The Partnership’s operations include charges of $38,438, $58,896, and $50,770, net of payments received, under the terms of these agreements during 2014, 2013, and 2012, respectively.
NCSC, an affiliate of the General Partner, was formed to provide billing system support to cable systems owned and managed by the General Partner. In addition NCSC provides technical support associated with the build out and upgrade of Northland affiliated cable systems as well as support for the Partnership’s Internet and telephone services. In 2014, 2013, and 2012, the Partnership’s operations include charges of $173,589, $116,279, $101,772, respectively, for these services. Of this amount, $15,223, $18,859, and $35,753 were capitalized in 2014, 2013, and 2012, respectively, related to the build out and upgrade of cable systems. CAC, a subsidiary of NCSC, manages the development of local advertising as well as billing for video commercial advertisements to be cablecast on Northland affiliated cable systems. CAC retains all the credit risks associated with the advertising activities and a net fixed percentage of the related revenues are remitted to the Partnership, which are recorded as net advertising revenues. The Partnership’s operations include $49,058, $63,310, and $60,434, in payments received under the terms of this agreement during 2014, 2013, and 2012, respectively.
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 reasonableness of these allocations. The Agreement of Limited Partnership provides that any limited partner owning 10% or more of the Partnership units may 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 the Limited Partners.
| (b) | CERTAIN BUSINESS RELATIONSHIPS. None. | |
(c) | INDEBTEDNESS OF MANAGEMENT. None. |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Aggregate fees for professional services rendered by KPMG LLP for the fiscal years ended December 31, 2014 and 2013 have been allocated by management and are set forth below.
Year Ended December 31, | ||||||
2014 | 2013 | |||||
Audit fees | $175,000 | $170,000 | ||||
Total | $175,000 | $170,000 | ||||
Audit fees for the fiscal years ended December 31, 2014 and 2013, were for professional services rendered for the audits of the Partnership’s financial statements for the respective years and for quarterly review of the financial statements included in the Partnership’s Quarterly Reports on Form 10-Q.
Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Board of Director’s of the General Partner’s parent pre-approves all audit services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
| SEQUENTIALLY NUMBERED PAGE |
(a) FINANCIAL STATEMENTS: | |
F-1 | |
F-2 | |
Statements of Operations for the years ended December 31, 2014, 2013 and 2012 | F-3 |
F-4 | |
Statements of Cash Flows for the years endedDecember 31, 2014, 2013 and 2012 | F-5 |
F-6 |
| (b) | REPORTS ON FORM 8-K: | |
Form 8-K filed on January 7, 2014, disclosing a filing with the Secretary of State of the State of Washington an amendment to its Amended and Restated Agreement of Limited Partnership to extend the term of the Partnership from December 31, 2013 to December 31, 2014 (the “Amendment”). The Amendment was approved at a special meeting of limited partners on December 17, 2013. |
(c) 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 LaConner System (2) | |
10.8 | Gates Franchise (1) | |
10.9 | Stayton Franchise(1) | |
10.10 | Mill City Franchise (1) | |
(c) EXHIBITS:
10.11 | Detroit Franchise (1) | |
10.12 | Idanha Franchise (1) | |
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) | |
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) | |
(c) EXHIBITS:
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) | |
10.45 | First Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated March 30, 1998 (10) | |
10.46 | Second Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated June 24, 2002 (11) | |
10.47 | Purchase and Sale Agreement between Northland Cable Properties Eight Limited Partnership and Wave Division Networks, LLC dated October 28, 2002 (12) | |
10.48 | Third Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated February 6, 2003 (13) | |
10.49 | Fourth Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated August 11, 2003 (13) | |
10.50 | Fifth Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated December 10, 2004 (14) | |
10.51 | Purchase and Sale Agreement between Northland Cable Properties Eight Limited Partnership and Granberry H. Ward, III, d/b/a Sky Cablevision of Greene County (14) | |
10.52 | Sixth Amendment to Amended and Restated Credit Agreement between Northland Cable Properties Eight Limited Partnership and U.S. Bank National Association dated September 7, 2006 (19) | |
31 (a) | Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated February 27, 2015 pursuant to section 302 of the Sarbanes-Oxley Act | |
31 (b) | Certification of Vice President, Controller of Northland Communications Corporation, the General Partner, dated February 27, 2015 pursuant to section 302 of the Sarbanes-Oxley Act | |
32 (a) | Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated February 27, 2015 pursuant to section 906 of the Sarbanes-Oxley Act | |
32 (b) | Certification of Vice President, Controller of Northland Communications Corporation, the General Partner, dated February 27, 2015 pursuant to section 906 of the Sarbanes-Oxley Act | |
99.1 | Letter regarding representation of Arthur Andersen, LLP dated April 1, 2002 (20) | |
101* | The following materials from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Balance Sheets at December 31, 2014 and December 31, 2013, (ii) Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012, (iii) Statements of Changes in Partners’ Capital (Deficit) for the Years Ended December 31, 2014, 2013 and 2012(iv) Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012, and (v) Notes to Financial Statements, tagged as blocks of text. | |
* | XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Exchange Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
| (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 Quarterly 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 Quarterly Report for the period ended March 31, 1995. |
(9) | Incorporated by reference from the Partnership's Form 8-K dated January 5, 1996. |
(10) | Incorporated by reference from the Partnership's Form 10-K Annual Report for the year ended December 31, 1998. |
| (11) | Incorporated by reference from the Partnership's Form 10-Q Quarterly Report for the period ended June 30, 2002 |
| (12) | Incorporated by reference from the Partnership's Form 8-K dated March 11, 2003. |
| (13) | Incorporated by reference from the Partnership's Form 10-Q Quarterly Report for the period ended June 30, 2003 |
| (14) | Incorporated by reference from the Partnership's Form 10-K Annual Report for the fiscal year ended December 31, 2004 |
| (15) | Incorporated by reference from the Partnership's Form 10-K Annual Report for the fiscal year ended December 31, 2005 |
| (16) | Incorporated by reference from the Partnership's Form 8-K dated July 9, 2007. |
| (17) | Incorporated by reference from the Partnership's definitive proxy statement dated December 19, 2007. |
| (18) | Incorporated by reference from the Partnership's Form 8-K dated April 4, 2008. |
| (19) | Incorporated by reference from the Partnership's Form 10-K Annual Report for the fiscal year ended December 31, 2006. |
| (20) | Incorporated by reference from the Partnership's Form 10-K Annual Report for the fiscal year ended December 31, 2002. |
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 | |||
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Date: 2-27-15 | By | /S/ GARY S. JONES |
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| Gary S. Jones, Chief Executive Officer |
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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/ GARY S. JONES | Chief Executive Officer of Registrant; Chief Executive Officer | 2-27-15 | |
Gary S. Jones | of Northland Communications Corporation | ||
/S/ RICHARD I. CLARK | Director of Northland Communications Corporation | 2-27-15 | |
Richard I. Clark | |||
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
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, 2014 and 2013, and the related statements of operations, changes in partners’ capital (deficit), and cash flows for each of the years in the three-year period ended December 31, 2014. 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 the standards of the Public Company Accounting Oversight Board (United States). 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, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.
(signed) KPMG LLP
Seattle, Washington
February 27, 2015
NORTHLAND CABLE PROPERTIES
EIGHT LIMITED PARTNERSHIP
December 31, 2014 and 2013
| 2014 | 2013 | ||||||
| Assets | ||||||||
Cash | $ | 87,503 | 144,373 | |||||
Accounts receivable (net of allowance of $9,400 and $8,000 in2014 and 2013) | 117,745 | 101,777 | ||||||
Due from affiliates | 6,028 | 16,613 | ||||||
Prepaid expenses | 45,547 | 44,586 | ||||||
Investment in cable television properties: | ||||||||
Property and equipment | 14,367,729 | 13,918,999 | ||||||
Less accumulated depreciation | (11,642,253 | ) | (11,289,448 | ) | ||||
| 2,725,476 | 2,629,551 | |||||||
Franchise agreements (net of accumulated amortization of$1,907,136 in 2014 and 2013 (Note 3(c)) | 394,311 | 2,292,704 | ||||||
Total investment in cable television properties | 3,119,787 | 4,922,255 | ||||||
Total assets | $ | 3,376,610 | 5,229,604 | |||||
Liabilities and Partners’ Capital (Deficit) | ||||||||
Liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 586,106 | 325,181 | |||||
Due to General Partner and affiliates | 233,437 | 53,163 | ||||||
Deposits | 9,515 | 9,465 | ||||||
Subscriber prepayments | 157,694 | 192,433 | ||||||
Total liabilities | 986,752 | 580,242 | ||||||
Commitments and contingencies | ||||||||
Partners’ capital (deficit): | ||||||||
General Partner: | ||||||||
Contributed capital | 1,000 | 1,000 | ||||||
Accumulated deficit | (57,024 | ) | (34,496 | ) | ||||
| (56,024 | ) | (33,496 | ) | |||||
Limited partners: | ||||||||
Contributed capital, net (19,087 units) | 8,091,119 | 8,097,798 | ||||||
Accumulated deficit | (5,645,237 | ) | (3,414,940 | ) | ||||
| 2,445,882 | 4,682,858 | |||||||
Total liabilities and partners’ capital | $ | 3,376,610 | 5,229,604 | |||||
See accompanying notes to financial statements.
NORTHLAND CABLE PROPERTIES |
EIGHT LIMITED PARTNERSHIP |
Years ended December 31, 2014, 2013, and 2012 |
2014 | 2013 | 2012 | ||||||||||
Revenue (including $49,058, $63,310 and $60,434, receivedfrom affiliate in 2014, 2013 and 2012, respectively) | $ | 4,380,380 | 4,487,627 | 4,218,611 | ||||||||
Expenses: | ||||||||||||
Operating / cost of revenue (including $54,597, $56,694,and $60,107, net, paid to affiliates in 2014, 2013,and 2012, respectively), excluding depreciation andamortization expense recorded below | 474,479 | 517,561 | 482,133 | |||||||||
General and administrative (including $664,102,$556,208, and $491,796, net, paid to affiliatesin 2014, 2013, and 2012, respectively) | 1,758,596 | 1,378,004 | 1,203,434 | |||||||||
Programming / cost of revenue (including $84,568,$55,377, and $37,021, net, paid to affiliates in 2014,2013, and 2012, respectively) | 1,921,137 | 1,817,916 | 1,675,316 | |||||||||
Depreciation / cost of revenue | 563,147 | 561,266 | 528,758 | |||||||||
Loss on impairment of franchise agreements | 1,898,393 | — | — | |||||||||
Loss (gain) on disposal of assets | 17,565 | (11,880 | ) | 36,734 | ||||||||
Operating (loss) income | (2,252,937 | ) | 224,760 | 292,236 | ||||||||
Other income (expense): | ||||||||||||
Interest expense and amortization of loan fees | — | (9,310 | ) | (29,131 | ) | |||||||
Other income | 112 | 157 | 345 | |||||||||
Net (loss) income | $ | (2,252,825 | ) | 215,607 | 263,450 | |||||||
Allocation of net (loss) income: | ||||||||||||
General Partner | $ | (22,528 | ) | 2,156 | 2,634 | |||||||
Limited partners | (2,230,297 | ) | 213,451 | 260,816 | ||||||||
Net (loss) income per limited partnership unit | (117 | ) | 11 | 14 | ||||||||
See accompanying notes to financial statements.
NORTHLAND CABLE PROPERTIES |
EIGHT LIMITED PARTNERSHIP |
Years ended December 31, 2014, 2013, and 2012 |
General | Limited | |||||||||||
Partner | Partners | Total | ||||||||||
Balance, December 31, 2011 | $ | (38,286 | ) | 4,213,311 | 4,175,025 | |||||||
Net income | 2,634 | 260,816 | 263,450 | |||||||||
Balance, December 31, 2012 | $ | (35,652 | ) | 4,474,127 | 4,438,475 | |||||||
Net income | 2,156 | 213,451 | 215,607 | |||||||||
Distribution to Limited Partnersfor income taxes paid | - | (4,720 | ) | (4,720 | ) | |||||||
Balance, December 31, 2013 | $ | (33,496 | ) | 4,682,858 | 4,649,362 | |||||||
Net loss | (22,528 | ) | (2,230,297 | ) | (2,252,825 | ) | ||||||
Distribution to Limited Partnersfor income taxes paid | - | (6,679 | ) | (6,679 | ) | |||||||
Balance, December 31, 2014 | $ | (56,024 | ) | 2,445,882 | 2,389,858 | |||||||
See accompanying notes to financial statements.
NORTHLAND CABLE PROPERTIES |
EIGHT LIMITED PARTNERSHIP |
Years ended December 31, 2014, 2013, and 2012 |
2014 | 2013 | 2012 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net (loss) income | $ | (2,252,825 | ) | 215,607 | 263,450 | |||||||
Adjustments to reconcile net (loss) income to net cashprovided by operating activities: | ||||||||||||
Depreciation expense | 563,147 | 561,266 | 528,758 | |||||||||
Amortization of loan fees | — | 1,007 | 4,028 | |||||||||
(Gain) loss on disposal of assets | (3,323 | ) | (11,880 | ) | 16,310 | |||||||
Loss on impairment of franchise agreements | 1,898,393 | — | — | |||||||||
Changes in certain assets and liabilities: | ||||||||||||
Accounts receivable | (15,968 | ) | (5,708 | ) | 17,450 | |||||||
Due from affiliates | 10,585 | 26,522 | 10,208 | |||||||||
Prepaid expenses | (961 | ) | 3,332 | 5,042 | ||||||||
Accounts payable and accrued expenses | 242,136 | 49,750 | 16,845 | |||||||||
Due to General Partner and affiliates | 63,009 | 22,234 | (15,613 | ) | ||||||||
Deposits | 50 | (1,750 | ) | 390 | ||||||||
Subscriber prepayments | (34,739 | ) | 8,293 | 19,621 | ||||||||
Net cash provided by operating activities | 469,504 | 868,673 | 866,489 | |||||||||
Cash flows used in investing activities: | ||||||||||||
Purchase of property and equipment | (544,759 | ) | (580,534 | ) | (482,708 | ) | ||||||
Proceeds from sale of property | 25,064 | 21,864 | 500 | |||||||||
Insurance proceeds | — | 11,790 | 4,107 | |||||||||
Increase in franchise agreements | — | — | (500 | ) | ||||||||
Net cash used in investing activities | (519,695 | ) | (546,880 | ) | (478,601 | ) | ||||||
Cash flows used in financing activities: | ||||||||||||
Principal payments on term loan | — | (553,376 | ) | (375,000 | ) | |||||||
Distribution on behalf of limited partners for taxpurposes | (6,679 | ) | (4,720 | ) | — | |||||||
Net cash used in financing activities | (6,679 | ) | (558,096 | ) | (375,000 | ) | ||||||
(Decrease) increase in cash | (56,870 | ) | (236,303 | ) | 12,888 | |||||||
Cash, beginning of year | 144,373 | 380,676 | 367,788 | |||||||||
Cash, end of year | $ | 87,503 | 144,373 | 380,676 | ||||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Cash paid during the year for interest | $ | — | 8,303 | 31,033 | ||||||||
Capital expenditures in accounts payable atDecember 31, 2014, 2013 and 2012 | $ | 33,640 | 14,851 | 32,962 | ||||||||
Capital expenditures in due to general partner andaffiliates at December 31, 2014, 2013 and 2012 | $ | 95,701 | (21,564 | ) | — | |||||||
See accompanying notes to financial statements.
NORTHLAND CABLE PROPERTIES EIGHT
LIMITED PARTNERSHIP
December 31, 2014 and 2013
(1) Organization and Partners’ Interests
(a) Formation and Business
Northland Cable Properties Eight Limited Partnership (the Partnership), a Washington limited partnership, was formed on September 21, 1988, and began operations on March 8, 1989. The Partnership was formed to acquire, develop and operate cable systems. The Partnership offers to residential and business customers traditional cable video programming, Internet services and telephone services on a subscription basis. Currently, the Partnership owns systems serving the cities of Aliceville, Alabama and certain surrounding areas, and Swainsboro, Georgia and certain surrounding areas. The Partnership has eleven nonexclusive franchises to operate these cable systems for periods, which will expire at various dates through 2024. Certain affiliates of the Partnership also own and operate other cable systems.
Northland Communications Corporation (the General Partner or Northland) manages the operations and is General Partner of the Partnership under the terms of a Partnership Agreement which will expire on December 31, 2016. The Amendment to extend the term of the Partnership from December 31, 2013, to December 31, 2016, was approved at a special meeting of the limited partners on December 17, 2013.
The Partnership is subject to certain risks as a cable, Internet and telephone operator. These include competition from alternative technologies (i.e., satellite), requirements to renew its franchise agreements and availability of capital.
(b) 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.
Northland contributed $1,000 to acquire its 1% interest in the Partnership.
(2) Basis of Presentation
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
(3) Summary of Significant Accounting Policies
(a) Accounts Receivable
Accounts receivable consist primarily of amounts due from customers for cable or advertising services provided by the Partnership, and are net of an allowance for doubtful accounts of $9,400 and $8,000 at December 31, 2014 and 2013, respectively.
NORTHLAND CABLE PROPERTIES EIGHT
LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 2014 and 2013
(b) Property and Equipment
Property and equipment are recorded at cost. Costs of additions and substantial improvements, which include materials, labor and indirect costs associated with the construction of cable transmission and distribution facilities, are capitalized. Indirect costs include employee salaries and benefits, travel, and other costs. These costs are estimated based on historical information and analysis. The Partnership performs evaluations of these estimates as warranted by events or changes in circumstances.
The Partnership also capitalizes costs associated with initial customer installations. The costs of disconnecting service or reconnecting service to previously installed locations are charged to operating expense in the period incurred. Costs for repairs and maintenance are also charged to operating expense, while equipment replacements, including the replacement of drops, are capitalized.
At the time of retirements, sales, or other dispositions of property, the original cost, and related accumulated depreciation are removed from the respective accounts, and the gains and losses are included in the statements of operations.
Depreciation of property and equipment is calculated using the straight-line method over the following estimated service lives:
Buildings | 20 years |
Distribution plant | 10 years |
Other equipment | 5 – 20 years |
The Partnership evaluates the depreciation periods of property and equipment to determine whether events or circumstances warrant revised estimates of useful lives.
In accordance with general accounting standards, long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and no longer depreciated.
During 2014, there was a significant decline in the operating cash flow of the Swainsboro, GA system constituting a triggering event under ASC 360. The Partnership performed step 1 of the impairment test on the property and equipment of its Swainsboro, GA system and determined that the undiscounted cash flows of the system exceeded the carrying value of the property and equipment as of December 31, 2014.
(c) Intangible Assets
The Partnership does not amortize intangible assets determined to have indefinite lives. The Partnership determined that its franchise agreements met the definition of indefinite-lived assets due to the history of obtaining franchise renewals, among other considerations. Accordingly, amortization of these assets ceased on December 31, 2001. The Partnership tests these intangibles for impairment annually as of September 30th or on an interim basis if an event occurs or circumstances change that would indicate the assets might be impaired.
NORTHLAND CABLE PROPERTIES EIGHT
LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 2014 and 2013
The Partnership tested and determined that the carrying value of the franchise agreements associated with its Swainsboro, Georgia system exceeded such assets fair value as of September 30, 2014. Fair value was determined using discounted system cash flows net of contributory charges for the system’s property and equipment (a Level 3 measurement). The Partnership recognized an impairment loss of $1,898,393 as of September 30, 2014, which resulted in a total impairment of the franchises. This is primarily the result of a significant decrease in estimated future cash flows expected to be generated by the system, which is due to, among other factors, the decline in the number of video subscribers served by the system and increasing competition from providers in market experienced in 2014.
The Partnership determined that there are no conditions such as obsolescence, regulatory changes, changes in demand, competition, or other factors that would change their indefinite life determination. The Partnership will continue to test these assets for impairment annually as of September 30th, or more frequently as warranted by events or changes in circumstances.
(d) Loan Fees
Loan fees were amortized using the straight-line method over periods of one to five years. The Partnership recorded amortization expense of $0, $1,007 and $4,028 in 2014, 2013, and 2012, respectively. Loan fees were fully amortized as of June 30, 2013.
(e) Self Insurance
The Partnership began self-insuring for aerial and underground plant in 1996. Beginning in 1997, the Partnership began making quarterly contributions into an insurance fund maintained by an affiliate which covers all Northland entities and would defray a portion of any loss should the Partnership be faced with a significant uninsured loss. To the extent the Partnership’s losses exceed the fund’s balance, the Partnership would absorb any such loss. If the Partnership were to sustain a material uninsured loss, such reserves could be insufficient to fully fund such a loss. The capital cost of replacing such equipment and physical plant could have a material adverse effect on the Partnership, its financial condition, prospects and debt service ability.
Amounts paid to the affiliate, which maintains the fund for the Partnership and its affiliates, are expensed as incurred and are included in the statements of operations. To the extent a loss has been incurred related to risks that are self-insured, the Partnership records an operating loss, net of any amounts to be drawn from the fund. In 2014, 2013, and 2012, the Partnership was required to make contributions and was charged $0, $0, and $1,632, respectively, by the fund. Management suspended contributions during 2012 based on its assessment that the current balance would be sufficient to meet potential claims. As of December 31, 2014 and 2013, the fund (related to all Northland entities) had a balance of $666,998 and $740,022, respectively. Amounts paid from the fund related to all Northland entities were $74,130, $9,226, and $168,481, in 2014, 2013, and 2012, respectively. Of this amount the Partnership received $0, $9,226 and $19,218 in 2014, 2013 and 2012, respectively.
NORTHLAND CABLE PROPERTIES EIGHT
LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 2014 and 2013
(f) Revenue Recognition
Cable service revenue, including service and maintenance, is recognized in the month service is provided to customers. Advance payments on services to be rendered are recorded as subscriber prepayments. Revenues resulting from the sale of local spot advertising are recognized when the related advertisements or commercials appear before the public. Local spot advertising revenues earned were $61,789, $71,351, and $72,081, in 2014, 2013, and 2012 respectively.
(g) Marketing Costs
The Partnership expenses marketing costs as they are incurred. Marketing costs attributable to operations were $56,993, $38,418, and $23,060 in 2014, 2013, and 2012, respectively.
(h) Segment Reporting
The Partnership manages its business and makes operating decisions at the operating segment level. The Partnership follows general standards of operating segment aggregation, reporting business activities under a single reportable segment, telecommunications services. Additionally, all of its activities take place in the United States of America.
(i) Concentration of Credit Risk
The Partnership is subject to concentrations of credit risk from cash investments on deposit at various financial institutions that at times exceed insured limits by the Federal Deposit Insurance Corporation. This exposes the Partnership to potential risk of loss in the event the institution becomes insolvent.
(4) 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 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. Cash distributions will be allocated in accordance with the net income and net loss percentages then in effect. Prior to the General Partner receiving cash distributions 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), offset by offering costs and limited partnership unit repurchases through the end of December 31, 2014. The Partnership has made no cash distributions to the limited partners as of December 31, 2014.
NORTHLAND CABLE PROPERTIES EIGHT
LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 2014 and 2013
(5) Transactions with the General Partner and Affiliates
(a) 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 systems or franchises. Management fees charged by the General Partner were $219,019, $224,381, and $210,931 for 2014, 2013, and 2012, respectively. Management fees are included as a component of general and administrative expenses in the accompanying statements of operations. The Partnership has deferred payment of management fees for the fourth quarter of 2014 and will continue to defer management fees through 2015 to meet its obligations related to the settlement of a legal claim in September 2014.
(b) Reimbursements
The General Partner provides or causes to be provided certain centralized services to the Partnership and other affiliated entities. The General Partner is entitled to reimbursement from the Partnership for various expenses incurred by it or its affiliates on behalf of the Partnership allocable to its management of the Partnership, including travel expenses, pole and site rental, lease payments, legal expenses, billing expenses, insurance, governmental fees and licenses, headquarters’ supplies and expenses, pay television expenses, equipment and vehicle charges, operating salaries and expenses, administrative salaries and expenses, postage, and office maintenance.
The amounts billed to the Partnership are based on costs incurred by the General Partner and its affiliates in rendering the services. The costs of certain services are charged directly to the Partnership, based upon the personnel time spent by the employees rendering the service. The cost of other services is allocated to the Partnership and affiliates based upon relative size and revenue. Management believes that the methods used to allocate costs to the Partnership are reasonable. Amounts charged for these services were $387,444, $287,581, and $261,205 for 2014, 2013, and 2012, respectively.
The Partnership has entered into operating management agreements with certain affiliates managed by the General Partner. Under the terms of these agreements, the Partnership or an affiliate serves as the managing agent for certain cable systems and is reimbursed for certain operating and administrative expenses. The Partnership’s operations include charges of $38,438, $58,896, and $50,770, net of payments received, under the terms of these agreements during 2014, 2013, and 2012, respectively.
Northland Cable Service Corporation (NCSC), an affiliate of the General Partner, was formed to provide billing system support to cable systems owned and managed by the General Partner. In addition NCSC provides technical support associated with the build out and upgrade of Northland affiliated cable systems as well as support for the Partnership’s high speed Internet and telephone services. In 2014, 2013, and 2012, the Partnership’s operations include charges of $173,589, $116,279, $101,772, respectively, for these services. Of this amount, $15,223, $18,859, and $35,753 were capitalized in 2014, 2013, and 2012, respectively, related to the build out and upgrade of cable systems. Cable Ad Concepts (CAC), a subsidiary of NCSC, manages the development of local advertising as well as billing for video commercial advertisements to be cablecast on Northland affiliated cable systems. CAC retains all the credit risks associated with the advertising activities and a net fixed percentage of the related revenues are remitted to the Partnership, which are recorded as net advertising revenues. The Partnership’s operations include $49,058, $63,310, and $60,434, in payments received under the terms of this agreement during 2014, 2013, and 2012, respectively.
NORTHLAND CABLE PROPERTIES EIGHT
LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 2014 and 2013
(c) Due from Affiliates
The receivable from affiliates consists of the following:
December 31 | ||||||||
2014 | 2013 | |||||||
Reimbursable operating costs | 25 | 0 | ||||||
Other amounts due from affiliates, net | 6,003 | 16,613 | ||||||
| $ | 6,028 | 16,613 | ||||||
(d) Due to General Partner and Affiliates
The payable to the General Partner and affiliates consists of the following:
December 31 | ||||||||
2014 | 2013 | |||||||
Management fees | $ | 50,501 | 18,369 | |||||
Reimbursable operating costs | 81,428 | 69,478 | ||||||
Other amounts due to General Partner andaffiliates, net | 101,508 | (34,684 | ) | |||||
| $ | 233,437 | 53,163 | ||||||
NORTHLAND CABLE PROPERTIES EIGHT
LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 2014 and 2013
(6) Property and Equipment
Property and equipment consists of the following:
December 31 | ||||||||
2014 | 2013 | |||||||
Land and buildings | $ | 54,451 | 54,451 | |||||
Distribution plant | 13,477,626 | 13,094,310 | ||||||
Other equipment | 811,755 | 768,678 | ||||||
Construction in progress | 23,897 | 1,560 | ||||||
| 14,367,729 | 13,918,999 | |||||||
Accumulated depreciation | (11,642,253 | ) | (11,289,448 | ) | ||||
Property and equipment, net of accumulateddepreciation | $ | 2,725,476 | 2,629,551 | |||||
(7) Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following:
December 31 | ||||||||
2014 | 2013 | |||||||
Accounts payable | $ | 29,618 | 31,868 | |||||
Program license fees | 193,693 | 158,460 | ||||||
Pole rental | 33,990 | 31,364 | ||||||
Franchise fees | 28,676 | 32,463 | ||||||
Copyright fees | 5,346 | 5,346 | ||||||
Accrued legal fees and expenses | 216,523 | 12,296 | ||||||
Other | 78,260 | 53,384 | ||||||
| $ | 586,106 | 325,181 | ||||||
(8) Term Loan
The Partnership’s term loan matured and was paid in full on July 1, 2013.
(9) Income Taxes
Income taxes payable 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.
NORTHLAND CABLE PROPERTIES EIGHT
LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 2014 and 2013
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.
There was no taxable income allocated to the Limited Partners in 2014. The Limited Partners were allocated taxable income in 2013. State income taxes of $6,679 were paid in 2014 by the Partnership on behalf of the Limited Partners and have been recorded as a reduction of Limited Partner’s capital. The Limited Partners were allocated taxable income in 2012. State income taxes of $4,720 were paid in 2013 by the Partnership on behalf of the Limited Partners and have been be recorded as a reduction of Limited Partner’s capital. The Partnership agreement provides that tax losses may not be allocated to the Limited Partners if such loss allocation would create a deficit in the Limited Partners’ Capital Account. Such excess losses are reallocated to the General Partner (Reallocated Limited Partner Losses). In subsequent years, 100% of the Partnership’s net income is allocated to the General Partner until the General Partner has been allocated net income in amounts equal to the Reallocated Limited Partner Losses.
The Partnership follows FASB ASC 740 (previously FIN No. 48,Accounting for Uncertainty in Income Taxes), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements. This pronouncement prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a filer’s tax return. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements for uncertain tax positions. The Partnership had no unrecognized tax benefits as of December 31, 2014 and 2013.
(10) Commitments and Contingencies
(a) Lease Arrangements
The Partnership leases certain office facilities and other sites under leases accounted for as operating leases. Rental expense related to these leases was $16,725, $15,540, and $15,630 in 2014, 2013, and 2012, respectively. Minimum lease payments through the end of the lease terms are as follows:
2015 | 5,000 | |||
2016 | 5,000 | |||
2017 | 5,000 | |||
2018 | 5,000 | |||
2019 | 5,000 | |||
Thereafter | 20,000 | |||
| $ | 45,000 |
The Partnership also rents utility poles in its operations. Generally, pole rentals are based on pole usage and cancelable on short notice, but the Partnership anticipates that such rentals will recur. Rent expense incurred for pole rentals for the years ended December 31, 2014, 2013, and 2012 was $108,095, $107,336, and $121,902, respectively.
NORTHLAND CABLE PROPERTIES EIGHT
LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 2014 and 2013
(11) Litigation
In September 2014, the Partnership settled a legal claim made by a former employee. Under the terms of the settlement, the Partnership will pay $150,000 in damages, fees and costs. Pursuant to the settlement agreement, the Partnership entered into a security agreement to grant a security interest in all of the assets of the Partnership to secure the obligations. As of December 31, 2014, the Partnership has paid $50,000 of the settlement fee and the remaining balance of $100,000 is included in accounts payable and accrued expenses of the accompanying financial statements. In addition, the Partnership incurred approximately $216,848 in legal fees and travel expenses associated with the defense of this claim, of which approximately $177,057, $39,791, $0 was incurred for the years ended December 31, 2014, 2013 and 2012, respectively. The Partnership has recorded both the settlement and the associated legal fees as general and administrative expenses in the accompanying financial statements.
The Partnership is party to other ordinary and routine litigation proceedings that are incidental to the Partnership’s business. Management believes that the outcome of all pending legal proceedings will not, individually or in the aggregate, have a material adverse effect on the Partnership, its financial statements or prospects.
(12) Liquidity
The Partnership's primary source of liquidity is cash flow provided by operations. As a result of the aforementioned legal settlement,the Partnership has deferred payment of management fees for the fourth quarter of 2014 and will continue to defer management fees and other payments to affiliates, if necessary, along with actively reducing its capital expenditures for 2015 to satisfy these obligations and to cover future operating costs and working capital needs over the next twelve-month period. In the normal course of operations during 2015, the General Partner and its affiliates have represented to the Partnership that they will not call the amounts deferred by the Partnership.
(13) Solicitation of Interest from Potential Buyers
In July 2014, the Partnership engaged a nationally recognized brokerage firm to assess and market the Partnership’s assets for a potential sale. Eight potential buyers expressed interest and were sent a Confidential Information Memorandum on the Partnership’s systems. In the end, all interested parties declined to submit bids. Accordingly, management expects to manage the Partnership’s systems for the remaining partnership duration with the possibility of again offering the systems for sale in 2015.
(14) Recent Accounting Pronouncements
In May 2014, the FASB and the International Accounting Standards Board updated the accounting guidance related to revenue recognition. The updated accounting guidance provides a single, contract-based revenue recognition model to help improve financial reporting by providing guidance on when an entity should recognize revenue, and by reducing the number of standards to which entities have to refer. The updated accounting guidance will be effective for the Partnership on January 1, 2017, and early adoption is not permitted. The updated accounting guidance allows for either a full retrospective adoption or modified retrospective adoption. The Partnership is currently in the process of determining the impact that the updated accounting guidance will have on its financial statements and its method of adoption.
F-14