1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended MARCH 31, 1998 --------------------- 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: 0-16065 --------------- NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Washington 91-1302403 (State of Organization) (I.R.S. Employer Identification No.) 1201 Third Avenue, Suite 3600, 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 [ ] - ---------- This filing contains pages. Exhibits index appears on page . ----- ----- 2 PART 1 - FINANCIAL INFORMATION ITEM 1. Financial Statements NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP BALANCE SHEETS - (Unaudited) (Prepared by the Managing General Partner) March 31 December 31, 1998 1997 ------------ ------------ ASSETS Cash $ 860,664 $ 236,449 Accounts receivable 356,089 427,836 Prepaid expenses 205,693 129,716 Property and equipment, net of accumulated depreciation of $6,226,371 and $5,868,755, respectively 9,310,182 9,641,861 Intangible assets, net of accumulated amortization of $3,392,055 and $3,186,539, respectively 4,762,528 4,942,877 ------------ ------------ Total assets $ 15,495,156 $ 15,378,739 ============ ============ LIABILITIES AND PARTNERS' EQUITY Accounts payable and accrued expenses $ 1,202,504 $ 721,740 Due to managing general partner and affiliates 273,990 48,484 Converter deposits 16,754 17,578 Subscriber prepayments 175,406 253,927 Notes payable 19,779,766 20,154,766 ------------ ------------ Total liabilities 21,448,420 21,196,495 ------------ ------------ Partners' equity: General Partners: Contributed capital, net (56,075) (56,075) Accumulated deficit (105,365) (104,010) ------------ ------------ (161,440) (160,085) ------------ ------------ Limited Partners: Contributed capital, net 591,327 591,327 Accumulated deficit (6,383,151) (6,248,998) ------------ ------------ (5,791,824) (5,657,671) ------------ ------------ Total partners' equity (5,953,264) (5,817,756) ------------ ------------ Total liabilities and partners' equity $ 15,495,156 $ 15,378,739 ============ ============ The accompanying note to unaudited financial statements is an integral part of these statements 2 3 NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS - (Unaudited) (Prepared by the Managing General Partner) For the three months ended March 31, ------------------------------------ 1998 1997 ------------- -------------- Service revenues $ 2,433,918 $ 2,315,549 Expenses: Operating 190,067 195,889 General and administrative (including $354,985 and $357,415 to affiliates in 1998 and 1997, respectively) 568,463 540,615 Programming 682,960 642,546 Depreciation and amortization 563,133 591,244 ----------- ----------- 2,004,623 1,970,294 ----------- ----------- Income from operations 429,295 345,255 Other income (expense): Interest expense (430,250) (419,594) Interest income 1,999 1,160 Other income -- 50 Gain/loss on sale of assets (136,552) -- ----------- ----------- (564,803) (418,384) ----------- ----------- Net income $ (135,508) $ (73,129) =========== =========== Allocation of net income General Partners $ (1,355) $ (731) =========== =========== Limited Partners $ (134,153) $ (72,398) =========== =========== Net income per limited partnership unit: (14,735 units and 14,739 units, respectively) $ (9) $ (5) =========== =========== Net income per $1,000 investment $ (18) $ (10) =========== =========== The accompanying note to unaudited financial statements is an integral part of these statements 3 4 NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS - (Unaudited) (Prepared by the Managing General Partner) For the three months ended March 31, ------------------------------------ 1998 1997 ------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ (135,508) $ (73,129) Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 563,133 591,244 (Increase) decrease in operating assets: (Gain) Loss on sale of assets 136,552 -- Accounts receivable 71,747 (12,873) Prepaid expenses (75,977) 66,386 Increase (decrease) in operating liabilities Accounts payable and accrued expenses 480,766 193,304 Due to managing general partner and affiliates 225,506 51,971 Converter deposits (825) (1,465) Subscriber prepayments (78,521) (75,209) ----------- ----------- Net cash from operating activities 1,186,873 740,229 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment, net (162,490) (128,108) Hold-back note payable -- -- Proceeds from sale of assets -- -- Insurance recovery -- -- Increase in intangibles (25,168) -- ----------- ----------- Net cash used in investing activities (187,658) (128,108) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on borrowings (375,000) (262,500) Proceeds from borrowings -- -- Distributions to partners -- -- Loan fees and other costs incurred -- -- Repurchase of limited partner interest -- -- ----------- ----------- Net cash used in financing activities (375,000) (262,500) ----------- ----------- DECREASE IN CASH 624,215 349,621 CASH, beginning of period 236,449 414,811 ----------- ----------- CASH, end of period $ 860,664 $ 764,432 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $ 111,068 $ 94,308 =========== =========== 4 5 NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP NOTE TO UNAUDITED FINANCIAL STATEMENTS (1) These unaudited financial statements are being filed in conformity with Rule 10-01 of Regulation S-X regarding interim financial statement disclosure and do not contain all of the necessary footnote disclosures required for a fair presentation of the Balance Sheets, Statements of Operations and Statements of Cash Flows in conformity with generally accepted accounting principles. However, in the opinion of management, this data includes all adjustments, consisting only of normal recurring accruals, necessary to present fairly the Partnership's financial position at March 31, 1998 and December 31, 1997, its Statements of Operations for the three months ended March 31, 1998 and 1997, and its Statements of Cash Flows for the three months ended March 31, 1998 and 1997. Results of operations for these periods are not necessarily indicative of results to be expected for the full year. 5 6 PART I (continued) ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Cable television revenues totaled $2,377,913 for the three months ended March 31, 1998, representing an increase of 6% over the same period in 1997. Of these revenues, $1,674,787 (70%) was derived from basic service charges, $236,371 (10%) from premium services, $263,345 (11%) from tier services, $34,451 (2%) from installation charges, $48,896 (2%) from service maintenance contracts and $120,063 (5%) from other sources. The net increase in revenues is primarily attributable to increases in basic service rates effective August 1, 1997. As of March 31, 1998, the Partnership's systems served approximately 23,000 basic subscribers, 9,800 premium subscribers and 11,300 tier subscribers. Cable television operating expenses totaled $188,095 for the three months ended March 31, 1998, a decrease of approximately 4% over the same period in 1997. This is mainly due to decreased operating personnel costs. Cable television general and administrative expenses totaled $544,293 for the three months ended March 31, 1998, representing an increase of 6% over the same period in 1997. This is mainly due to increased expenses related to personnel and increased revenue based expenses such as management fees. Cable television programming expenses totaled $651,071 for the three months ended March 31, 1998, reflecting an increase of approximately 7% over the same period in 1997. This is mainly due to higher costs charged by program suppliers and additional salary and benefit costs related to local programming and advertising support. The radio station operations for the three months ended March 31, 1998 included revenues of $56,005 derived primarily from advertising sales. Radio operation expenses are primarily comprised of programming and salary and benefit costs. Depreciation and amortization expense decreased approximately 5% as compared to the same period in 1997. This is mainly due to assets becoming fully depreciated during 1998 and the last three quarters of 1997. Interest expense for the three months ended March 31, 1998 increased approximately 3% as compared to the same period in 1997. The average bank debt outstanding decreased from $20,806,554 during the first quarter of 1997 to $20,154,766 during the first quarter of 1998 due to required principal payments being made. The Partnership's effective interest rate increased from approximately 8.07% during the first quarter of 1997 to 8.54% during the first quarter of 1998. 6 7 Liquidity and Capital Resources The Partnership's primary source of liquidity is cash flow provided from operations. Based on management's analysis, the Partnership's cash flow from operations is sufficient to cover future operating costs, debt service and planned capital expenditures. Under the terms of the Partnership's loan agreement, the Partnership has agreed to restrictive covenants which require the maintenance of certain ratios including a maximum ratio of senior debt to annualized operating cash flow of 5.00 to 1 (Leverage Ratio) and a minimum ratio of annualized operating cash flow to fixed charges of 1.00 to 1 (Fixed Charge Ratio). As of March 31, 1998 the Partnership was in compliance with its required financial covenants. As of the date of this filing, the balance outstanding under the credit facility is $19,779,766. Interest rates on the credit facility were as follows: $14,423,212 fixed at 8.3125%, expiring June 30, 1998; and $5,131,554 fixed at 8.34375%, expiring June 30, 1998. The balance of $225,000 bears interest at the prime rate plus 1 3/8% (currently 9.875%). The above rates include a margin paid to the lender based on overall leverage, and may decrease if the Partnership's leverage decreases. Capital Expenditures During the first quarter of 1998, the Partnership incurred approximately $193,000 in capital expenditures including channel additions in the Corsicana, TX system; a trunk fiber deployment in the Cedar Creek, TX system; and a continued system upgrade to 400 MHz in the Forest City, NC system. Planned expenditures for the balance of 1998 include a system upgrade to 330 MHz and channel additions in Cedar Creek, TX; new headend equipment and a tap audit in Lamesa, TX; vehicle replacements in the Forest City, NC system and the Corsicana, TX system; and small line extensions in various systems. 7 8 PART II - OTHER INFORMATION ITEM 1 Legal proceedings None ITEM 2 Changes in securities None ITEM 3 Defaults upon senior securities None ITEM 4 Submission of matters to a vote of security holders None ITEM 5 Other information None ITEM 6 Exhibits and Reports on Form 8-K (a) Exhibit index 27.0 Financial Data Schedule (b) No reports on Form 8-K have been filed during the quarter ended March 31, 1998. 8 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP BY: Northland Communications Corporation, Managing General Partner Dated: May 11, 1998 BY: /s/ RICHARD I. CLARK --------------- -------------------------------------- Richard I. Clark (Vice President/Treasurer) Dated: May 11, 1998 BY: /s/ GARY S. JONES -------------- --------------------------------------- Gary S. Jones (Vice President) 9