UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the period ended June 30, 2015
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to__________
Commission File Number: 0-18307
Northland Cable Properties Eight Limited Partnership
(Exact Name of Registrant as Specified in Charter)
Washington | 91-1423516 | |
(State of Organization) | (I.R.S. Employer Identification No.) | |
101 Stewart Street, Suite 700, Seattle, Washington | 98101 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(206) 621-1351 | ||
(Registrant's telephone number, including area code) | ||
N/A | ||
(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X ] |
| No [ ] |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X ] |
| No [ ] |
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 ] |
TABLE OF CONTENTS
PART 1 — FINANCIAL INFORMATION |
ITEM 1. Financial Statements (Unaudited) |
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk |
ITEM 4. Controls and Procedures |
PART II — OTHER INFORMATION |
ITEM 1 Legal proceedings |
ITEM 1A Risk Factors |
ITEM 6 Exhibits |
SIGNATURES |
EX-31.A |
EX-31.B |
EX-32.A |
EX-32.B |
EX-101 INSTANCE DOCUMENT |
EX-101 SCHEMA DOCUMENT |
EX-101 CALCULATION LINKBASE DOCUMENT |
EX-101 DEFINITION LINKBASE DOCUMENT |
EX-101 LABELS LINKBASE DOCUMENT |
EX-101 PRESENTATION LINKBASE DOCUMENT |
PART 1 - FINANCIAL INFORMATION
ITEM 1. Financial Statements
NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS - (UNAUDITED)
(Prepared by the Managing General Partner)
June 30, | December 31, | |||||||
2015 | 2014 | |||||||
ASSETS | ||||||||
Cash | $ | 95,589 | 87,503 | |||||
Accounts receivable, net of allowance of $9,400 | 133,128 | 117,745 | ||||||
Due from affiliates | 3,370 | 6,028 | ||||||
Prepaid expenses | 106,980 | 45,547 | ||||||
Property and equipment, net of accumulateddepreciation of $11,928,057, and $11,642,253,respectively | 2,594,901 | 2,725,476 | ||||||
Franchise agreements, net of accumulated amortizationof $1,907,136 | 394,311 | 394,311 | ||||||
Total assets | 3,328,279 | 3,376,610 | ||||||
LIABILITIES AND PARTNERS' CAPITAL | ||||||||
Accounts payable and accrued expenses | $ | 472,299 | 586,106 | |||||
Due to General Partner and affiliates | 421,361 | 233,437 | ||||||
Deposits | 7,590 | 9,515 | ||||||
Subscriber prepayments | 162,935 | 157,694 | ||||||
Total liabilities | 1,064,185 | 986,752 | ||||||
Partners' capital (deficit): | ||||||||
General Partner: | ||||||||
Contributed capital, net | 1,000 | 1,000 | ||||||
Accumulated deficit | (58,282 | ) | (57,024 | ) | ||||
(57,282 | ) | (56,024 | ) | |||||
Limited Partners: | ||||||||
Contributed capital, net (19,087 units) | 8,091,119 | 8,091,119 | ||||||
Accumulated deficit | (5,769,743 | ) | (5,645,237 | ) | ||||
2,321,376 | 2,445,882 | |||||||
Total partners' capital | 2,264,094 | 2,389,858 | ||||||
Total liabilities and partners' capital | $ | 3,328,279 | 3,376,610 |
The accompanying notes are an integral part of these statements.
NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF OPERATIONS - (UNAUDITED)
(Prepared by the Managing General Partner)
For the three months ended June 30, | ||||||||
2015 | 2014 | |||||||
Service revenues | $ | 1,085,952 | $ | 1,130,004 | ||||
Expenses: | ||||||||
Cable system operations / cost of revenue (including$15,128 and $12,422 to affiliates in 2015 and 2014,respectively), excluding depreciation shown below | 128,626 | 118,809 | ||||||
General and administrative (including $169,567and $172,075 to affiliates in 2015 and2014, respectively) | 342,240 | 379,446 | ||||||
Programming / cost of revenue (including $18,934and $20,952 to affiliates in 2015 and 2014, respectively) | 540,508 | 471,728 | ||||||
Depreciation / cost of revenue | 141,162 | 140,054 | ||||||
1,152,536 | 1,110,037 | |||||||
(Loss) income from operations | (66,584 | ) | 19,967 | |||||
Other income (expense): | ||||||||
Interest expense | (1,335 | ) | - | |||||
Other income (expenses) net of interest income | - | 5 | ||||||
(1,335 | ) | 5 | ||||||
Net (loss) income | $ | (67,919 | ) | $ | 19,972 | |||
Allocation of net (loss) income: | ||||||||
General Partner (1%) | $ | (679 | ) | $ | 200 | |||
Limited Partners (99%) | $ | (67,240 | ) | $ | 19,772 | |||
Net (loss) income per limited partnership unit: | ||||||||
(19,087 units) | $ | (4 | ) | $ | 1 |
The accompanying notes are an integral part of these statements.
NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF OPERATIONS - (UNAUDITED)
(Prepared by the Managing General Partner)
For the six months ended June 30, | ||||||||
2015 | 2014 | |||||||
Service revenues | $ | 2,178,470 | $ | 2,277,215 | ||||
Expenses: | ||||||||
Cable system operations / cost of revenue (including$25,371 and $29,466 to affiliates in 2015 and 2014,respectively), excluding depreciation shown below | 258,202 | 236,308 | ||||||
General and administrative (including $338,510and $332,801 to affiliates in 2015 and2014, respectively) | 678,676 | 726,945 | ||||||
Programming / cost of revenue (including $38,544and $40,344 to affiliates in 2015 and 2014, respectively) | 1,078,137 | 958,873 | ||||||
Depreciation / cost of revenue | 285,804 | 282,156 | ||||||
2,300,819 | 2,204,282 | |||||||
Insurance proceeds | - | - | ||||||
(Loss) income from operations | (122,349 | ) | 72,933 | |||||
Other income (expense): | ||||||||
Interest expense | (3,315 | ) | - | |||||
Other income (expenses) net of interest income | (100 | ) | 9 | |||||
(3,415 | ) | 9 | ||||||
Net (loss) income | $ | (125,764 | ) | $ | 72,942 | |||
Allocation of net (loss) income: | ||||||||
General Partner (1%) | $ | (1,258 | ) | $ | 729 | |||
Limited Partners (99%) | $ | (124,506 | ) | $ | 72,213 | |||
Net (loss) income per limited partnership unit: | ||||||||
(19,087 units) | $ | (7 | ) | $ | 4 |
The accompanying notes are an integral part of these statements.
NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF CASH FLOWS - (UNAUDITED)
(Prepared by the Managing General Partner)
For the six months ended June 30, | ||||||||
2015 | 2014 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net (loss) income | $ | (125,764 | ) | $ | 72,942 | |||
Adjustments to reconcile net (loss) income tocash provided by operating activities: | ||||||||
Depreciation | 285,804 | 282,156 | ||||||
(Increase) decrease in operating assets: | ||||||||
Accounts receivable | (15,383 | ) | (21,826 | ) | ||||
Due from affiliates | 2,658 | 8,300 | ||||||
Prepaid expenses | (61,433 | ) | (70,549 | ) | ||||
Increase (decrease) in operating liabilities: | ||||||||
Accounts payable and accrued expenses | (113,807 | ) | 70,089 | |||||
Due to General Partner and affiliates | 187,924 | 16,078 | ||||||
Subscriber prepayments and deposits | 3,316 | (37,117 | ) | |||||
Net cash provided by operating activities | 163,315 | 320,073 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of property and equipment | (155,229 | ) | (368,713 | ) | ||||
Net cash used in investing activities | (155,229 | ) | (368,713 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Distribution on behalf of limited partners for tax purposes | - | (6,679 | ) | |||||
Net cash used in financing activities | - | (6,679 | ) | |||||
INCREASE (DECREASE) IN CASH | 8,086 | (55,319 | ) | |||||
CASH, beginning of period | 87,503 | 144,373 | ||||||
CASH, end of period | $ | 95,589 | $ | 89,054 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Cash paid during the period for interest | $ | 3,315 | $ | - | ||||
Capital expenditures in due to General Partner andaffiliates at June 30, 2015 and 2014 | $ | 95,701 | $ | 2,805 |
The accompanying notes are an integral part of these statements.
NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(1) | Basis of Presentation |
These unaudited condensed financial statements are being filed in conformity with Rule 10-01 of Regulation S-X regarding interim financial statement disclosure and do not contain all of the necessary footnote disclosures required for a full presentation of the balance sheets, statements of operations and statements of cash flows in conformity with accounting principles generally accepted in the United States of America. However, in the opinion of management, these statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Partnership's financial position at June 30, 2015, its statements of operations for the three and six months ended June 30, 2015 and 2014, and its statements of cash flows for the six months ended June 30, 2015 and 2014. Results of operations for these periods are not necessarily indicative of results to be expected for the full year. These financial statements and notes should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2014.
(2) | 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 during the fourth quarter using financial information as of September 30th, or on an interim basis if an event occurs or circumstances change that would indicate the assets might be impaired.
The Partnership’s test for impairment performed during the fourth quarter of 2014 indicated that the carrying value of the franchise agreements associated with its Swainsboro, Georgia system exceeded such assets fair value as of September 30, 2014. The Partnership recognized an impairment loss of $1,898,393 as of September 30, 2014, which resulted in a total impairment of the Swainsboro franchises.
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.
(3) | 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. In addition, the Partnership incurred approximately $216,848 in legal fees associated with the defense of this claim, of which approximately $23,754 and $29,702 was incurred for the three and six months ended June 30, 2014. The Partnership recognized both the settlement and the associated legal fees as general and administrative expenses for the year ended December 31, 2014.
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.
(4) | Liquidity |
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 and continue to defer payment of management fees and other payments to affiliates for 2015 to satisfy these obligations and to cover future operating costs and working capital needs over the next twelve-month period.The General Partner and its affiliates have represented to the Partnership that they will not call the amounts deferred if it impacts the ability of the Partnership to operate in the normal course.
(5) | 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 (“CIM”) on the Partnership’s systems. In the end, all interested parties declined to submit bids.
In June 2015, the CIM was updated. Potential buyers were contacted and three parties expressed interest in receiving the updated CIM. To date, management has received a non-interest comment from two of the parties and one party is still looking at the Aliceville system. 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 late 2015.
(6) | 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.
In July 2015, FASB voted to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The updated accounting guidance provides companies with alternative methods of adoption. We are currently in the process of determining the impact that the updated accounting guidance will have on the Partnership’s financial statements and method of adoption.
ITEM 2.Management's Discussion and Analysis of Financial Condition and Results ofOperations
Results of Operations - Six months ended June 30, 2015 and 2014
Total video basic subscribers decreased from 3,245 as of June 30, 2014 to 2,733 as of June 30, 2015. 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. In its efforts to address this customer trend, the Partnership is increasing its marketing and customer retention efforts and its emphasis on bundling its video, data and phone products.
Revenue totaled $2,178,470 for the six months ended June 30, 2015, a decrease of approximately 4% from $2,277,215 for the six months ended June 30, 2014. Revenues for the six months ended June 30, 2015 were comprised of the following sources:
● | $1,027,293 (47%) from basic and expanded video services |
● | $676,751 (31%) from high speed internet services |
● | $213,668 (10%) from telephony services |
● | $35,364 (2%) from premium video services |
● | $18,813 (1%) from advertising |
● | $48,776 (2%) from late fees |
● | $157,805 (7%) from other sources |
Average monthly revenue per subscriber increased $15.86 or approximately 14% from $112.88 for six months ended June 30, 2014 to $128.74 for the six months ended June 30, 2015. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2015, increased penetration of new products to existing customers, specifically high-speed Internet and telephony services, and product bundling to new customers. This increase in average monthly revenue per subscriber was offset by the aforementioned decrease in basic subscribers.
Operating expenses, excluding general and administrative, programming and depreciation expense totaled $258,202 for the six months ended June 30, 2015, an increase of approximately 9% from the same period in 2014. This increase is primarily attributable to a decrease in capitalized operating expenses as a result of reduced capital spending.
General and administrative expenses totaled $678,676 for the six months ended June 30, 2015, a decrease of approximately 7% from $726,945 for the same period in 2014. This decrease is primarily attributed to a reduction in legal expenses as a result of the aforementioned legal settlement, decreases in administrative salary expenses, administrative services, and public filing and reporting expenses offset by higher call center fees, marketing expense, and net bad debt.
Programming expenses totaled $1,078,137 for the six months ended June 30, 2015, an increase of approximately 12% over the same period in 2014. The increase is primarily attributable to higher costs charged by various program suppliers and higher costs associated with the increase in high-speed Internet and telephone subscribers, offset by the aforementioned decrease in video subscribers. Rate increases from program suppliers, as well as new fees due to the launch of additional channels, high-speed Internet and telephone services, will contribute to the trend of increased programming costs in the future.
Depreciation expense totaled $285,804 for the six months ended June 30, 2015, an increase of approximately 1% over the same period in 2014. Depreciation of recent purchases related to the upgrade of plant and equipment was partially offset by certain assets becoming fully depreciated.
Interest expense totaled $3,315 for the six months ended June 30, 2015, as compared to $0 for the same period in 2014. The increase is primarily attributable to interest expense on obligations outstanding from the aforementioned legal settlement.
Results of Operations - Three months ended June 30, 2015 and 2014
Total video basic subscribers decreased from 3,245 as of June 30, 2014, to 2,733 as of June 30, 2015. 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 flows. In its efforts to address this customer trend, the Partnership is increasing its customer retention efforts and its emphasis on bundling its video, data and phone products.
Revenue totaled $1,085,952 for the three months ended June 30, 2015, a decrease of 4% from $1,130,004 for the three months ended June 30, 2014. Revenues for the three months ended June 30, 2015 were comprised of the following sources:
● | $507,804 (47%) from basic and expanded video services |
● | $343,490 (31%) from high speed internet services |
● | $106,074 (10%) from telephony services |
● | $17,677 (2%) from premium video services |
● | $9,263 (1%) from advertising |
● | $25,557 (2%) from late fees |
● | $76,087 (7%) from other sources |
Average monthly revenue per subscriber increased $16.47 or approximately 15% from $113.57 for three months ended June 30, 2014 to $130.04 for the three months ended June 30, 2015. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2015, increased penetration of new products to existing customers, specifically high-speed Internet and telephony services, and product bundling to new customers. This increase in average monthly revenue per subscriber was offset by the aforementioned decrease in basic subscribers.
Operating expenses, excluding general and administrative, programming and depreciation expense totaled $128,626 for the three months ended June 30, 2015, an increase of approximately 8% from the same period in 2014. This increase is primarily attributable to a decrease in capitalized operating salaries as a result of reduced capital spending offset by decreases in system maintenance and vehicle maintenance expenses.
General and administrative expenses totaled $342,240 for the three months ended June 30, 2015, a decrease of approximately 10% from the same period in 2014. This decrease is primarily attributed to a reduction in legal expenses as a result of the aforementioned legal settlement, decreases in administrative salary expenses, administrative services, and public filing and reporting expenses offset by higher call center fees, marketing expense, and net bad debt.
Programming expenses totaled $540,508 for the three months ended June 30, 2015, an increase of approximately 15% over the same period in 2014. The increase is primarily attributable to higher costs charged by various program suppliers and higher costs associated with the increase in high-speed Internet and telephone subscribers, offset by the decrease in video subscribers. Rate increases from program suppliers, as well as new fees due to the launch of additional channels, high-speed Internet and telephone services, will contribute to the trend of increased programming costs in the future.
Depreciation expense totaled $141,162 for the three months ended June 30, 2015, an increase of approximately 1% over the same period in 2014. The increase is primarily attributable to depreciation of recent purchases related to the upgrade of plant and equipment partially offset by certain assets becoming fully depreciated.
Interest expense totaled $1,335 for the three months ended June 30, 2015, as compared to $0 for the same period in 2014. The increase is primarily attributable to interest expense on obligations outstanding from the aforementioned legal settlement.
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 and defer payment of management fees for 2015 to satisfy these obligations and to cover future operating costs and working capital needs over the next twelve-month period.
Net cash provided by operating activities totaled $163,315 for the six months ended June 30, 2015. Adjustments to the ($125,764) net loss for the period to reconcile to net cash provided by operating activities consisted of depreciation of $285,804, and changes in other operating assets and liabilities of $3,275.
Net cash used in investing activities totaled $155,229 for the six months ended June 30, 2015 and consisted of purchases of property and equipment.
Obligations and Commitments
In addition to working capital needs for ongoing operations, the Partnership has capital requirements for annual required minimum operating lease payments. The following table summarizes the Partnership’s contractual obligations as of June 30, 2015:
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 as pole rentals are based on pole usage and are 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 the first six months of 2015, the Partnership paid $155,229 for capital expenditures. These expenditures included continued improvements to both systems in an effort to expand and maintain the high speed data service capabilities and customer premise equipment to provide services.
Management has estimated that the Partnership will spend approximately $200,000 on capital expenditures during the remainder of 2015. Planned expenditures include quality assurance work to maintain reliable video signals and broadband speeds in both systems 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 television 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 and deferred. 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 performs evaluations of these estimates as warranted by events or changes in circumstances.
The Partnership capitalizes costs associated with initial customer installations. The costs of disconnecting service or reconnecting service to previously installed locations is 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 during the fourth quarter using financial information as of September 30th, or on an interim basis if an event occurs or circumstances change that would indicate the assets might be impaired.
The Partnership’s test for impairment performed during the fourth quarter of 2014 indicated that the carrying value of the franchise agreements associated with its Swainsboro, Georgia system exceeded such assets fair value as of September 30, 2014. The Partnership recognized an impairment loss of $1,898,393 as of September 30, 2014, which resulted in a total impairment of the franchises.
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 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. 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.
ITEM 3.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.
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.
ITEM 4.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 Chief Executive Officer and Vice President and Controller (Chief Accounting Officer) of the Managing General Partner have evaluated these disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q and have determined that such disclosure controls and procedures are effective.
There has been no change during the most recent quarter in the Partnership’s internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1Legal proceedings
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 $23,754 and $29,702 was incurred for the three and six months ended June 30, 2014. The Partnership recognized both the settlement and the associated legal fees as general and administrative expenses for the year ended December 31, 2014.
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.
ITEM 1ARisk Factors
There have been no material changes from the Partnership’s risk factors as disclosed in the 2014 Form 10-K.
ITEM 6Exhibits
| (a) | Exhibit Index |
| 31 (a). | Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated August 7, 2015 pursuant to section 302 of the Sarbanes-Oxley Act |
| 31 (b). | Certification of Vice President, Controller (Chief Accounting Officer) of Northland Communications Corporation, the General Partner, dated August 7, 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 August 7, 2015 pursuant to section 906 of the Sarbanes-Oxley Act |
| 32 (b). | Certification of Vice President, Controller (Chief Accounting Officer) of Northland Communications Corporation, the General Partner, dated August 7, 2015 pursuant to section 906 of the Sarbanes-Oxley Act |
| 101 | The following financial information from Northland Cable Properties Eight Limited Partnership Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 is formatted in XBRL: (i) the Unaudited Condensed Balance Sheets, (ii) the Unaudited Condensed Statements of Operations, (iii) the Unaudited Condensed Statements of Cash Flows and (iv) the Notes to Condensed Financial Statements. |
SIGNATURES
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.
NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
BY: Northland Communications Corporation,
General Partner
SIGNATURES | CAPACITIES | DATE |
/s/ RICHARD I, CLARK | Executive Vice President, Treasurer and | 08-07-15 |
Richard I. Clark | Assistant Secretary | |
/s/ GARY S. JONES | Chief Executive Officer | 08-07-15 |
Gary S. Jones |