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HomeMy WebLinkAbout27- Telecommunications .CITY OF SAN BERNAR NO - REQUEST FOF 'COUNCIL ACTION ;=rom: Frank S. Keller, CATV Manager Subject: APPROVING THE TRANSFER OF CABLE TELEVISION FRANCHISE FROM CHAMBERS CABLE Dept: Telecommunications OF SOUTHERN CAL. , INC. TO THE MARKS PARTNERS, L.P. Date: September 30, 1993 Synopsis of Previous Council action: At September 20, 1993 meeting, Council referred this item to San Bernardino Community Cable Television Commission for review. Recommended motion: Recommend transfer of franchise from Chambers Cable of Southern Cal. , Inc. to the Marks Partners, L.P. be approved. Signature Contact person: Frank S. Keller, CATV Manager Phone: 384-5147 Supporting data attached: see memo dated 9-29-93 to Ward: Shauna Clark, City Administrator FUNDING REQUIREMENTS: Amount: Source: (Acct. No.) (Acct. Description) Finance: Council Notes: 75-0262 Agenda Item No. CITY OF SAN BERNARQNO - REQUEST FOOUNCIL ACTION STAFF REPORT In review of the existing franchise held by Chambers Cable of Southern California, Inc . it is found that they are in compliance with their franchise obligations . In review of the proposed transfer of franchise to the Marks Group, it was learned that they purchased a cable service area in Rancho Cucamonga within the last year and most recently acquired the same in Yucaipa in the last sixty days . Jerry Fullwood, Deputy City Administrator for the City of Rancho Cucamonga was contacted to ascertain the relationship between their city and the Marks Group. Mr. Fullwood indicated that the Marks Group has assumed full responsibility for the provision of service to their subscribers, compliance to the franchise, and feels that the relationship with the city is a good one . Based on financial resource information, the above report from Rancho Cucamonga, and personal conversations with Mr. Bill Marks, Sr. , CEO of the Marks Group it is recommended that the transfer of the franchise be approved. 1`,-0264 0 City of San Bernardino Interoffice Memorandum Telecommunications Division To: Shauna Clark, City Administrator From: Frank S . Kelle ble Television Manager a Subject : Special Cable Commission Meeting Date : September 30, 1993 Copies : Fred Wilson, Asst . City Administrator File -------------------------------------------------- -------------------------------------------------- On Monday, September 27, 1993 , the San Bernardino Community Cable Television Commission held a special meeting, as per the request of Council, to address concerns regarding the transfer of franchise from Chambers Cable of Southern California, Inc . to the Marks Group, LP. Present at the meeting were Stephani Congdon, Chairperson, Robert Senour, Russell Lackner, Jack Cone, Glen Gipson, Wallace Allen, and John Lowe, representing the Commission. Absent, Linnie Kam. Representing the Marks Group were Bill Marks, Sr. , CEO, Bill Marks Jr. , President, Sean Hogue, Development and Steve Johnston, Marketing Director. ,The commission posed a number of concerns addressing a system upgrade to meet the channel capacity of Comcast Cable, Peg Access, Rates, and community involvement, specifically the need for a news program for the Inland Empire . The Marks Group said that beginning the day they take ownership they plan to initiate a fiber optic channel rebuild to at least 55 channels, equal to their operation in Ranch Cucamonga. In addition to the rebuild, they will make San Bernardino their base of operation for services to San Bernardino, Rancho Cucamonga and Yucipia. A single program service will be delivered to these areas, see attached list for Rancho Cucamonga cable services . Bill Marks Jr. indicated that a rebuild would be completed within an eighteen month window baring any major technical or permit acquisition problems . Monthly progress reports will be made to the cable commission. The Marks Group agrees and supports the need for an Inland Empire news service and suggessted that all the cable franchisees contribute dollars to the establishment of the same . Agreement was reached on the assignment of PEG access channels for viewer consistency in the San Bernardino service areas . The Marks Group stated that rates would be reviewed once they assume ownership. The other items will be addressed during monthly cable commission meetings . Although, the Marks Group indicated that they are a company that believes in community support and involvement . And that their relationship with the commission and the city is going to be a partnership for the betterment of the community, rather than being adversarial . Based on the above discussions a motion was made for the unanimous approval for the transfer of franchise from Chambers to the Marks Group accepting the eighteen month window for a complete channel rebuild of the system and continuing discussions on the other items . The motion carried. 1EL Sep 24 ,96 y -Sb NO .UUJ F' .u1 Y A ,HO CUCAMONGA,CA CHANNEL LiNIE•UP CHANNE L _. ... STATION ---• -- .. .. 2 KCBS(CBS) 3 DISNEY(PREMIUM) 4 KNBC(NBC) 5 KTLA - 6 HBO(PREMIUM) C�C G�l'L 7, KABC(ABC) J 8 M PRIME TICKET 9 -.. . KcgL. .... 10 WTBS(ATLANTA) " KTTV ESPN : KCOP p Q ^AMERICAN MOVIE. CLASSICS 15 BLACK ENTERTAINMENT TV 16 TURNER NCTWORK TELEVISION 3 17 SHOWTIME(PREMIUM) n 18 KSCI _ 19 _ CINEMAX(PREMIUM) N 20 THE MOVIE CHANNEL(PREMIUM) 21 _ _ CNN _ 22 - PLAYBOY(PREMIUM) � 23 THE WEATHER CHANNEL 24 - KVCR(PBS) WGN(CHICAGO) 26 NICKELODEON 27 _ QVC 28 KCET(PBS) w 29 CNBC 30 THE NASHVILLE NFTWOHK 31 KDOC 32 _ TRAVEL CHANNEL 33 ARTS&ENTERTAINMENT KMEX 35 USA "VH-1 37 CNN HEADLINE NEWS _ 38 THE FAMILY CHANNEL 39 C-S PAN 40 - _ KTBN _. 41 LIFETIME 42 . ..._ MTV _. . . 43 _ _ E-ENTERTAINMENT 44 LOCAL ORIGINATION 4.5 KLCS(PBS) 46 HOME SHOPPING NrTWORK 47 DISGOV(-RY 48 - SCI-Fl CHANNEL 49 COUNTRY 14651C TELEVISION 50 OPEN 51 GALAVISION 52 MIND EXTENSION UNIVEn$ITY MUST DIGfTAL MUSIC EXPRESS 0 0 1 RESOLUTION NO. 2 RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE TRANSFER OF CABLE TELEVISION FRANCHISE FROM CHAMBERS CABLE OF 3 SOUTHERN CALIFORNIA, INC. , TO THE MARKS PARTNERS, L.P. 4 WHEREAS, Chambers Cable of Southern California, Inc. , 5 [ "Seller"] is a duly authorized holder of a franchise authorizing 6 the operation and maintenance of a cable television system within 7 the City of San Bernardino, pursuant to City of San Bernardino 8 Ordinances No. MC-2395, as amended, and an assignment dated 8-30- 9 83 [ "the Franchise"] ; and, 10 WHEREAS, Seller and the Marks Group, Inc. , [ "Purchaser"] are 11 parties to that certain Asset Purchase and Sale Agreement dated 12 August 6, 1993 [ "the Agreement"] wherein Seller and Purchaser 13 agree that Purchaser will acquire all of the assets used in the 14 ownership and operation of the cable television system; and, 15 WHEREAS, the Agreement provides that Purchaser has the right 16 to assign all of its right, title and interest in the Agreement to 17 to The Marks Partners, L.P. [ "Partnership"] , a Delaware limited 18 partnership which is 79% owned by Purchaser; and, 19 WHEREAS, the Partnership desires to acquire from Seller all 20 the rights and privileges of the Franchise and assume all of the 21 obligations of Seller under the Franchise accruing from the date 22 of closing under the Agreement; and, 23 WHEREAS, the Franchise, as amended in 1968, authorizes the 24 transfer and assignment of the Franchise by Seller, provided that 25 the net worth of purchaser at the time of such transfer is not 26 less than $250, 000.00 ( adjusted to include increases in the Cost 27 of Living Index for Southern California over the then current Cost 28 of Living Index) , as shown by a statement of net worth certified 1 P'"* 1 RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE TRANSFER OF CABLE TELEVISION FRANCHISE FROM CHAMBERS CABLE OF SOUTHERN 2 CALIFORNIA, INC. , TO THE MARKS PARTNERS, L.P. 3 4 to by a licensed certified publoic accountant; and, 5 WHEREAS, the City has received such evidence of financial 6 responsibility submitted by the Purchaser and its affiliates and 7 has found that Purchaser and its affiliates have the financial 8 managerial ability to operate the system in a proper manner; and, 9 WHEREAS, the Purchaser has agreed, by letter ( a copy of 10 which is attached hereto as Exhibit "A" and incorporated herein) 11 in response to the City' s request, to continue with a fiber optic 12 rebuild of half of the City which was originally commenced by 13 Seller two years ago, and thereby increase the number of channels 14 from 36 to approximately 54; and, 15 WHEREAS, the Purchaser has further agreed by letter (Exhibit 16 of A" ) to abide by any previous agreement between the City and 17 Seller, including, but not limited to, the franchise ordinances 18 and any attachments or amendments thereto, which includes the 19 Judgment and Settlement Agreement in the case of City of San 20 Bernardino v. Liberty T.V. Cable, Inc. , Case No. 82-6876 WMB(Gx) , 21 U.S. District Court, Central District of California; and, 22 WHEREAS, Seller has requested the approval of the City for 23 the transfer and assignment of the Franchise by the Seller to the 24 Purchaser; 25 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 26 OF SAN BERNARDINO AS FOLLOWS: 27 SECTION 1 . The Mayor and Common Council of the City of San 28 Bernardino hereby approve the assignment of the Franchise and 2 1 RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE TRANSFER OF CABLE TELEVISION FRANCHISE FROM CHAMBERS CABLE OF SOUTHERN 2 CALIFORNIA, INC. , TO THE MARKS PARTNERS, L.P. 3 4 related assets of the cable televsion system by Seller to the 5 Purchaser. 6 SECTION 2. The Mayor and Common Council hereby affirm that: 7 ( a) the Franchise was properly granted; (b) the Franchise is in 8 full force and effect; (c) the Franchise is scheduled to expire on 9 December 31, 2003; and (d) to the City' s knowledge there exists no 10 fact or circumstance which constitutes or which, with the passage 11 of time or giving of notice or both, would constitute a default 12 under the Franchise or will entitle the City to cancel or 13 terminate the rights thereunder, except upon the expiration of the 14 full term thereof. 15 SECTION 3. The authorization of the transfer and assignment 16 of the franchise from Seller to the Purchaser is expressly 17 conditioned upon, and shall be deemed effective upon, the 18 consummation of the sale to the Purchaser of the Franchise and 19 related assets and the closing of the transactions under the 20 Agreement. 21 22 23 24 25 26 27 28 3 �r 1 RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE TRANSFER OF CABLE TELEVISION FRANCHISE FROM CHAMBERS CABLE OF SOUTHERN 2 CALIFORNIA, INC. , TO THE MARKS PARTNERS, L.P. 3 4 I HEREBY CERTIFY that the foregoing resolution was duly 5 adopted by the Mayor and Common Council of the City of 6 San Bernardino at a meeting thereof, held on the 7 day of 1993, by the following vote, to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 NEGRETE lU CURLIN 11 HERNANDEZ 12 OBERHELMAN 13 DEVLIN 14 POPE-LUDLAM 15 MILLER 16 17 City Clerk 18 The foregoing resolution is hereby approved this day of 1993. 19 20 Tom Minor, Mayor 21 City of San Bernardino 22 Approved as to form and legal content: 23 JAMES F. PENMAN, 24 City Attorney 25 By: 26 27 28 4 12337 30th Avenue NE,Suite 1 1836 Union Street Seattle,Washington 98125 HE San Francisco,CA 94133 (206)440-9030 ARKS (415)563-2288 FAX: 440-9032 FAX: 563-2351 � 1 1 ROUP Mr. Frank Keller CATV Manager City of San Bernardino 300 North D Street San Bernardino, CA 92418 Dear Mr. Keller, It was a pleasure to meet with you last week and to hear about some of the future plans and desires regarding telecommunications in the City of San Bernardino. Our company is extremely excited about providing cable television service to such a progressive city. Because of The Marks Group's commitment to civic involvement and visions of advanced cable telecommunications for the City of San Bernardino, we strongly believe that together we will make a good match. I am writing this letter to confirm to you our company's desire to start on day one of our ownership of the cable system, to progress toward the next century of communications. We intend to continue with a fiber optic rebuild of half of the city, that was originally started by Chambers two years ago, so that soon, we will be able to increase the number of channels on the system. We expect that upon completion of the rebuild, we will be able to increase the number of channels being offered from 36 to about 54. Also, please understand that our company will abide by any previous agreement between the City and Chambers Communications, including, but not limited to, the franchise ordinance and any attachments thereto. We recognize that in order to grow a business we must look at the franchising authority as a partner, as opposed to an adversary. We both know that in order to achieve all of the great things that are possible for both of us, we must be able to at least agree on what has already been established. I trust by now you have had the opportunity to check references of our firm and hope that they have been positive. The City of San Bernardino, through our joint efforts, should be the telecommunication paradigm that many other cities strive for. We were thoroughly impressed by your ambitions and hope that soon we can work together to make them a reality. Sincerely, William M s, Jr. President WDM/clb 0 THL AR S GROUP 1836 UNION STREET *SAN FRANCISCO, CALIFORNIA 94123 '" (415) 563-2288, FAX (415) 563-2351 September 27, 1993 Diane C. Roth, Esquire Deputy City Attorney City of San Bernardino 300 North D Street San Bernardino, CA 92418 Re; Chambers Franchise Transfer Dear Ms. Roth.; I am following up our phone conversation this morning with respect to the relationship between The Marks Group and the DCA CableVision partnership, The Marks Group, which has contracted to acquire the cable television assets of Chambers Cable of Southern California, is owned by William J. Marks. The same William J. Marks is the managing general partner of the DCA partnership which owns, among other systems, the nearby Rancho Cucamonga cable television system. The reason we provided you with the DCA financials is that DCA will be the majority partner of The Marks Partners, L.P., the new partnership being formed to acquire the Chambers San Bernardino system. Once we have gotten the necessary approvals to proceed with the acquisition of the San Bernardino system, we would be in the position to consolidate the different cable systems now controlled by Mr. Marks. If you have any questions or comments,please don't hesitate to call me. Sincerely yours, R� Albert Bracht Vice President Finance cc: Bill Marks Bruce Hallett Colin Clapton Coo Certifi�Public Accountants' &L rand , : A. f R. " 4 :..: _ .. s 4 i,, t. 4 t m.i i 6 l l,A .A►s� - }t h. 4 , k ��" .. K.iIl�'�^rte 1 '�• _ �4� a < 4 ( SI P A �B r a "V- r i Y4 '� - s•�ti �" t`ria4}t -� '.. i �.��'t;�siT'����ic� :,x t �'�. c : 7. - - _.: �i rte• ` i. �"� .`t �" 4t.a,. ¢ � .S „�,�_S"dd��� s, " it �k��r �, •" � �rT�c,�f L9<'�.s- .!f. r ' DCA CABLEVISION (a general partnership) FINANCIAL STATEMENTS for the period April 30, 1992 (date of inception) through December 31, 1992 Coo Y pers Q certified public accountants &L brand REPORT OF INDEPENDENT ACCOUNTANTS To the Partners DCA Cablevision: We have audited the accompanying balance sheet of DCA Cablevision as of December 31, 1992, and the related statements of operations, partners' capital and cash flows for the period April 30, 1992 (date of inception) through December 31, 1992. 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 audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 DCA Cablevision as of December 31, 1992, and the results of its operations and its cash flows for the period April 30, 1992 (date of inception) through December 31, 1992, in conformity with generally accepted accounting principles. San Jose, California April 16, 1993 OWN DCA CABLEVISION BALANCE SHEET, December 31, 1992 Current assets: ASSETS Cash Accounts receivable, net of allowance for doubtful $ 22,848 accounts of$91,426 52,389 Inventory 90,000 Prepaid expenses and other assets 53.750 Total current assets 218,987 Property, plant and equipment, net of accumulated depreciation 10,245,544 Franchise assets and deferred costs, net of accumulated amortization _ 4.751.406 Total assets $15,215,937 Current liabilities: LIABILITIES Long-term debt - current portion $ 386,826 Accounts payable 208,410 Accrued liabilities Refundable deposits 178,732 Due to affiliates 93,606 310.907 Total current liabilities 1,178,481 Long-term debt —2L44...451 Total liabilities _11.122.932 Commitments and contingencies (Note 6). General partners PARTNERS' CAPITAL 4.093.005 Total partners' capital 4.093.005 Total liabilities and partners' capital $15,215,937 The accompanying notes are an integral part of these financial statements. 2 DCA CABLEVISION STATEMENT OF OPERATIONS for the period April 30, 1992 (date of inception) through December 31, 1992 Revenues: Basic $1,688,150 Premium 524,318 Other 313.960 Total revenues 2.526.428 System operating expenses: Programming 747,842 Technical 221,034 Marketing and promotion 78,074 General and administrative _ 445.552 Total system operating expenses 1.492.503 Operating income before management fee, depreciation, amortization and interest expense 1,033,925 Management fees 171.112 Operating income before depreciation, amortization and interest expense 862,813 Depreciation and amortization 792,019 Interest expense, net of interest income 494.100 Net loss (423,306) The accompanying notes are an integral Part of these financial statements. 3 Q DCA CABLEVISION STATEMENT OF PARTNERS' CAPITAL for the period April 30, 1992 (date of inception) through December 31, 1992 Capital contributions: Cable assets contributed $14,016,311 Cash contributed 1,000 000 Total capital contributed 15,016,311 Distributions (10,500,000) Net loss (423.306) Balances at December 31, 1992 14,093,005 The accompanying notes are an integral part of these financial statements. 4 DCA CABLEVISION Q STATEMENT OF CASH FLOWS for the period April 30, 1992 (date of inception) through December 31, 1992 Cash flows from operating activities: Net loss $ (423,306) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 792,019 Provision for bad debts and discounts 91,426 Changes in operating assets and liabilities: Increase in accounts receivable (143,815) Increase in inventory (90>000) Increase in prepaid expenses and other assets (53,750) Increase in accounts payable 208,410 Increase in accrued liabilities 178,732 Increase in refundable deposits 93,606 Increase in amounts due to affiliates 310.907 Cash provided by operating activities 964.229 Cash flows from investing activities: Additions to property, plant and equipment (981,648) Additions to franchise assets and deferred costs (780,482) Proceeds from sale of vehicle 1.200 Cash used in investing activities (1.760.930) Cash flows from financing activities: Proceeds from capital contribution 1,000,000 Proceeds from bank loan 10,250,000 Distribution to partner (10,500,000) Proceeds from line of credit 75,000 Payments on capital leases (5.451) Cash provided by financing activities 819,549 Increase in cash 22,848 Cash at April 30, 1992 - Cash at December 31, 1992 22.84 Supplemental disclosure of cash flow information: Cash paid during the year for interest $503,339 Cable assets contributed as partners' capital $14,016,311 Capital lease liabilities assumed with asset contribution $11,728 The accompanying notes are an integral part of these financial statements. 5 DCA CABLEVISION NOTES TO FINANCIAL STATEMENTS 1. Formation and Business of the Partnership: Business Operations: DCA Cablevision (the Partnership) is a general partnership which was organized in California on April 30, 1992. The Partnership comprises two general partnerships, West Coast Cable Partners, L.P. (WCCP) and Dickinson California Arizona Associates, Ltd. (DCAA). The Partnership owns and operates cable television franchises. The significant terms and provisions of the Partnership Agreement are as follows: Initial Contributions and Financing: • DCAA contributed substantially all the assets of DCAA, Ltd., an operating cable television partnership, to the Partnership. WCCP contributed $1,000,000 in cash. Further at formation, the Partnership raised debt financing of$10,250,000. • DCAA's asset contribution was deemed to be valued at $22,900,000 and received simultaneous with the contribution, an initial distribution of $10,500,000 from the Partnership which resulted in a deemed equity contribution of$12,000,000 by DCAA to the Partnership. • For generally accepted accounting purposes, since they were acquired through contribution rather than a sale, the assets contributed have been valued by the Partnership on a historical cost basis as follows: Property, plant and equipment $ 9,699,455 Franchise development 4.316.856 $14,016.311 Continued 6 �A DCA CABLEVISION NOTES TO FINANCIAL STATEMENTS, Continued 1. Formation and Business of the Partnership, continued: Management: Marks and Associates (MAI), whose principals are also partners of WCCP, has the authority to manage the operations and affairs of the Partnership. However, MAI may not, without the written consent of DCAA, terminate any franchises, commence legal action, consent to unionization, or purchase, sell or hypothecate any system assets. MAI is entitled to a management fee equal to 5% of gross revenues collected, reimbursement of costs as defined, and 1.5% financing fee based on the principal amount of loan debt. MAI's management agreement may be terminated if the principal debt is accelerated after an event of default or if William Marks, general partner of MAI, is unwilling to serve as chief executive officer of MAI. At December 31, 1992, $77,333 was due to MAI for services and cost reimbursement. Profits and Losses: Profits are initially allocated to offset any losses allocated pursuant to the agreement terms. Profits thereafter are allocated to DCAA and WCCP until they have received a priority return, as defined, on their deemed initial equity contributions of $12,000,000 and $1,000,000, respectively. Thereafter, profits are allocated 50.5% to WCCP and 49.5% to DCAA. If WCCP expands the cable operation and finances the expansion, the Partnership agreement adjusts the profit and loss allocations. Losses are initially allocated to offset any profit allocations on a pro rata basis; second, they are allocated between WCCP and DCAA in proportion to their venture percentage; third, they are allocated to the partner with a positive equity balance; and, thereafter, they are allocated in proportion to their respective venture ownership percentages. Continued 7 DCA CABLEVISION NOTES TO FINANCIAL STATEMENTS, Continued 1. Formation and Business of the Partnership, continued: Distributions: With the exception of the initial$10,500,000 to DCAA, the timing and amounts of distributions will be determined by WCCP and will be due initially to DCAA and WCCP until they have received their defined return from their deemed equity contributions. DCAA will have the option to put its entire interest to WCCP or other affiliate on the fifth anniversary of the Partnership equal to the fair market value of its interest in the Partnership on that date. Notwithstanding the foregoing, DCAA cannot exercise its option until the eighth anniversary if the Partnership lender so requires, in which case WCCP will use its best efforts to obtain alternate financing after the fifth year. Liquidation: Upon the occurrence of certain specified events, mutual agreement of the partners, or the tenth anniversary of the Partnership agreement, the Partnership may be terminated and dissolved. In the event of termination, the Partnership assets will be applied first to the payment and discharge of all partnership creditors and then to DCAA and WCCP in the ratio of their capital accounts to the extent of their positive balances. Any remaining assets will be distributed to the partners in proportion to their distribution percentages. Restrictions: Without the written consent of the other general partner, no partner may assign or transfer its interest in the Partnership. Continued 8 OWN DCA CABLEVISION NOTES TO FINANCIAL STATEMENTS, Continued 2. Summary of Significant Accounting Policies: Cash and Cash Equivalents: The Partnership considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Substantially all of the Company's cash is deposited with one financial institution. Property, Plant and Equipment: Property, plant and equipment are stated at cost and depreciated using the straight- line method over estimated useful lives as follows: Distribution systems 12 years Vehicles 5 years Machinery, office and data processing equipment 5 - 6 years Leasehold improvements Life of lease Repair and maintenance costs are charged to operations as incurred. Franchise Assets: Franchise assets consist principally of franchise development costs, prematurity costs and excess of amounts paid for cable television systems over identifiable tangible assets and are amortized over a five- to fifteen-year period. Revenue Recognition: Revenue from basic and premium services are recognized in the month that services are provided. Installation fees and other fees are recognized as services are performed and billed. Inventory: Inventory, which substantially consist of converters and repair parts necessary for the maintenance of the cable distribution system, is stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or market. Continued 9 DCA CABLEVISION NOTES TO FINANCIAL STATEMENTS, Continued 2. Summary of Significant Accounting Policies, continued: Taxes: For state and federal income tax purposes, the Partnership is not a taxpaying entity. Accordingly, the taxable income or loss of the Partnership, which may vary substantially from income or loss reported for financial reporting purposes, is includable in the state and federal income tax returns of the partners. The tax returns of the Partnership are subject to examination by state and federal taxing authorities. If such examinations result in changes to taxable income or loss, the tax liability of the partners would be changed accordingly. 3. Prone . Plant and Eapment: Property, plant and equipment consists of: Distribution systems $10,199,054 Vehicles 205,598 Machinery, office and data processing equipment 145,916 Land and buildings 118,012 Leasehold improvements 12.523 Less accumulated depreciation and 10,681,103 amortization (435559) $10.245.544 Accumulated amortization related to assets recorded under capitalized leases is$24,624. Continued 10 DCA CABLEVISION NOTES TO FINANCIAL STATEMENTS, Continued 4. Franchise Assets and Deferred Costs: Organization fees $ 216,426 Deferred financing costs 534,176 Franchise agreements 1,753,090 Subscriber contracts 2,410,898 Covenant not to compete 167,748 Other 15.000 5,097,338 Less accumulated amortization (345.932) Franchise assets and deferred costs, net $4,751.4 5. Long-Term Debt: Line of Credit Agreement: The Partnership has available a line of credit of$750,000, of which $675,000 was unused at December 31, 1992. The agreement expires on March 31, 1994 at which time all borrowings are due. See long-term debt for further description of terms. Long-Term Debt: Long-term debt consists of: Term loan $10,250,000 Advances under line of credit 75,000 Capital lease obligations, collateralized by equipment 6,277 10,331,277 Less current portion 386.826 $ 9.944.451 Continued 11 0 DCA CABLEVISION NOTES TO FINANCIAL STATEMENTS, Continued 5. Long-Term Debt, continued: Both the term loan and advances under the line of credit agreements are with Fleet National Bank and have the following provisions: Interest: The Partnership, for specified periods of time, has the option of electing, with limitations, a portion of the debt outstanding to be subject to fixed interest rates and the balance subject to floating interest rates. The Partnership can further elect, with proportional limitations, interest rates of prime plus 1.75% or LIBOR plus 3.00%. At December 31, 1992, $2,000,000 of the term loan had a fixed rate of 9% and the balance, or $8,250,000, had a floating LIBOR interest rate of 6.75%. The advances under the line of credit had an interest rate of 7.75%. Prospective interest rates on the floating portion of the loan can be reduced by .5% if certain operating cash flows are achieved. Commitment Fees: The Partnership will pay quarterly commitment fees totaling 1/2% per annum on the average daily amount of the unused revolving credit commitment. Also, if one is appointed, the Partnership will pay an agency fee of$15,000 to a collateral agent annually. Payment Terms: Interest is payable quarterly in arrears. Principal payments under the term loan agreement follows: 1993 $ 307,500 1994 717,500 1995 973,750 1996 1,255,625 1997 1,716,875 Thereafter 5,278,750 Continued 12 DCA CABLEVISION NOTES TO FINANCIAL STATEMENTS, Continued 5. Long-Term Debt, continued: Recourse and Collateral: Both the term loan and advances under the line of credit are nonrecourse to WCCP but are recourse to DCAA up to $5,000,000. Both the term loan and advances under the line of credit are collateralized by substantially all the Partnership's assets. Covenants: Both the term loan and advances under the line of credit are subject to loan covenants with the principal covenants covering a minimum number of cable subscribers, specified ratios of annualized operating cash flow to total debt service, and pro forma debt service, as defined. At December 31, 1992, the Partnership was not in compliance with several quarterly loan covenants; however, the Partnership obtained waivers on these covenants through December 31, 1992. 6. Commitments and Contingencies:� Terms of various franchise agreements generally require that the Partnership pay franchisors 2% to 5% of annual subscriber receipts, as described in the various agreements. Franchises are normally granted for five to fifteen years and existing franchises are subject to renewal at varying dates between 1997 and 2004. Franchise fee expense for 1992 was $105,594. The Partnership has various noncancelable operating leases for office and operating facilities which expire during 1993 to 1994. Continued 13 DCA CABLEVISION NOTES TO FINANCIAL STATEMENTS, Continued 6. Commitments and Contingencies, continued: At December 31, 1992, future minimum lease payments for noncancelable leases are as follows: Capital Operating Fiscal Year — 1993 $6,244 $36,714 1994 2,661 18,109 1995 665 - Total minimum lease payments 9,570 $54,823 Less amount representing interest 3.293 Present value of minimum lease payments under capital leases 6,277 Less current portion 4.326 Lease obligations, less current portion $1,951 In addition, the Partnership leases other office space, equipment and land under month- to-month or other cancelable arrangements. Rental expense for 1992 was $30,601. 7. Related Party Transactions: The Partnership shares its Palo Cedro facility with Norcal Cable Partners, L.P., a cable television partnership managed by The Marks Group, Inc., which consists of the same personnel as Marks & Associates. The two partnerships share various costs including field and technical staff and general and administrative resources. These costs are paid for by Norcal Cable Partners and then charged to DCA Cablevision. For the period of these financial statements, the billings totaled $96,034, all of which is due to Norcal Cable Partners at December 31, 1992. In addition, the Partnership owes $137,540 to DCAA for post-closing costs related to prepaid revenues, subscriber credits, programmer fees and other miscellaneous items. 14 i city of San Bernardino Interoffice Memorandum Telecommunications Division To: Shauna Clark, City Administrator From: Frank S . KellerMabl/e Television Manager Subject : Special Cable Commission Meeting Date : September 29 , 1993 Copies : Fred Wilson, Asst . City Administrator File On Monday, September 27, 1993 , the San Bernardino Community Cable Television Commission held a special meeting, as per the request of Council, to address concerns regarding the transfer of franchise from Chambers Cable of Southern California, Inc . to the Marks Group, LP. Present at the meeting were Stephani Congdon, Chairperson, Robert Senour, Russell Lackner, Jack Cone, Glen Gipson, Wallace Allen, and John Lowe, representing the Commission. Absent, Linnie Kam. Representing the Marks Group were Bill Marks, Sr. , CEO, Bill Marks Jr. , President, Sean Hogue, Development and Steve Johnston, Marketing Director. The commission posed a number of concerns addressing a system upgrade to meet the channel capacity of Comcast Cable, Peg Access, Rates, and community involvement, specifically the need for a news program for the Inland Empire . The Marks Group said that beginning the day they take ownership they plan to initiate a fiber optic channel rebuild to at least 55 channels, equal to their operation in Ranch Cucamonga. In addition to the rebuild, they will make San Bernardino their base of operation for services to San Bernardino, Rancho Cucamonga and Yucipia. A single program service will be delivered to these areas, see attached list for Rancho Cucamonga cable services . Bill Marks Jr. indicated that a rebuild would be completed within an eighteen month window baring any major technical or permit acquisition problems . Monthly progress reports will be made to the cable commission. The Marks Group agrees and supports the need for an Inland Empire news service and suggessted that all the cable franchisees contribute dollars to the establishment of the same . 0 Agreement was reached on the assignment of PEG access channels for viewer consistency in the San Bernardino service areas . The Marks Group stated that rates would be reviewed once they assume ownership. The other items will be addressed during monthly cable commission meetings . Although, the Marks Group indicated that they are a company that believes in community support and involvement . And that their relationship with the commission and the city is going to be a partnership for the betterment of the community, rather than being adversarial . Based on the above discussions a motion was made for the unanimous approval for the transfer of franchise from Chambers to the Marks Group accepting the eighteen month window for a complete channel rebuild of the system and continuing discussions on the other items . The motion carried. D 4 C I T Y O F - S A N B E R N A R D I N 0 INTEROFFICE MEMORANDUM TO: TOM MINOR, Mayor FROM: DIANE CATRAN ROTH, Deputy City Attorney DATE: September 22, 1993 RE: Sale of Chambers Cable T.V. System to Marks Partners There have been inquiries regarding whether the City has the authority to give or withhold its consent to the transfer of franchise from Chambers Cable of Southern California to the Marks Partners, L.P. Municipal Code § 14.08.460 states: "Any franchise granted under this chapter shall be in lieu of any and all other rights, privileges, powers, immunities, and authorities owned, possessed, controlled, or exercisable by the grantee, or any successor to any interest of the grantee, of or pertaining to the construction, operation, or maintenance of any cable television system in the city; and the acceptance of any franchise under this chapter shall operate, as between the grantee and the city, as an abandonment of any and all of such rights, privileges, powers, immunities, and authorities within the city, to the effect that, as between the grantee and the city, and all construction, operation and maintenance by any grantee of any cable television system in the city shall be, and shall be deemed and construed in all instances and respects to be, under and pursuant to the franchise, and not under this chapter or pursuant to any other right, privilege, power, immunity, or authority whatsoever. " Chambers Cable operates in the City under a franchise initially granted in 1961 by Ordinance No. 2395. Section 6(c) was last amended in 1968 by Ordinance No. 2947, and now reads: "This franchise is a privilege to be held in personal trust by the original Grantee. It cannot in any event be transferred in part, and it is not to be sold, transferred, leased, assigned, or disposed of as a whole, whether by forced sale, merger, consolidation, or otherwise, without prior consent of the City expressed by ordinance, and then only under such conditions as may be therein prescribed; provided, however, that no such consent shall be required for any transfer in trust, TO: Tom Minor, Mayor Re: Sale of Chambers Cable T.V. System to Marks Partners Page 2 mortgage, or other hypothecation, as a whole, to secure an indebtedness; provided further, however, that this franchise may be sold, transferred or assigned by Grantee to a person or entity whose net worth at the time of such transfer shall be not less than $250, 000.00 (adjusted to include increases in the Cost of Living Index for Southern California over the current Cost of Living Index) , as shown by a statement of net worth certified to by a licensed Certified Public Accountant, without the prior consent of the grantor. " Under the 1992 Federal Cable Act, cable systems may not, except under certain limited circumstances, be . transferred in less than three years. Further, the City may condition the transfer upon certain requirements if the franchise requires City approval for transfers. Chambers' franchise only requires City approval if the purchaser' s net worth is not shown to be more than $250,000-00, adjusted as required by Ordinance No. 2947. Therefore, if Marks or Chambers fails to provide such a statement, the City may condition the transfer upon their agreement to comply with additional reasonable _ requirements. In such case, the transfer must be approved by ordinance. If, however, the City is provided a certified statement of Marks' net worth which meets the requirements of the franchise, the City has no authority to deny approval of or to impose any further conditions on the transfer. The Marks Partners, L.P. , has by letter agreed to complete the system fiber optics upgrade and to comply with the terms of the Final Judgment and Settlement Agreement in the Liberty Cable case. Inasmuch as the Judgment and Settlement Agreement effectively amend the franchise, Marks would be required to comply with their terms. The City may adopt a resolution officially sanctioning the transfer and Marks ' agreement to complete the upgrade. 'DIANE CATRAN ROTH Deputy City Attorney cc: Members of the Common Council James F. Penman, City Attorney Shauna Clark, City Administrator Members of the Cable Television Commission Frank Keller, CATV Manager