UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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) 623-1351

N/A

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 þ           No o

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 þ           No o

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 o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o           No þ

 

 

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,
		2011				2010
ASSETS
Cash		$	415,798			$	220,365
Accounts receivable, net of allowance of $4,000			91,034				87,904
Due from affiliates			39,227				47,783
Prepaid expenses			71,920				62,103
Property and equipment, net of accumulated depreciation of $10,335,026 and $10,061,563, respectively			2,673,390				2,741,686
Franchise agreements, net of accumulated amortization of $1,907,136			3,152,204				3,152,204
Loan fees, net of accumulated amortization of $98,331 and $96,317, respectively			7,049				9,063
Total assets		$	6,450,622			$	6,321,108
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued expenses		$	286,143			$	287,288
Due to General Partner and affiliates			20,077				29,959
Deposits			10,675				10,250
Subscriber prepayments			174,405				163,680
Term loan			1,003,376				1,153,376
Total liabilities			1,494,676				1,644,553
Partners’ capital (deficit):
General Partner:
Contributed capital, net			1,000				1,000
Accumulated deficit			(31,477	)			(34,271	)
			(30,477	)			(33,271	)
Limited Partners:
Contributed capital, net (19,087 units)			8,102,518				8,102,518
Accumulated deficit			(3,116,095	)			(3,392,692	)
			4,986,423				4,709,826
Total partners’ capital			4,955,946				4,676,555
Total liabilities and partners’ capital		$	6,450,622			$	6,321,108

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,
		2011				2010
Service revenues		$	2,097,297			$	2,013,167
Expenses:
Cable system operations / cost of revenue (including $24,164 and $20,297 to affiliates in 2011 and 2010, respectively), excluding depreciation shown below			216,147				208,197
General and administrative (including $232,781 and $223,008 to affiliates in 2011 and 2010, respectively)			544,131				524,780
Programming / cost of revenue (including $12,890 and $11,329 to affiliates in 2011 and 2010, respectively)			823,451				757,510
Depreciation / cost of revenue			278,436				252,150
			1,862,165				1,742,637
Income from operations			235,132				270,530
Other income (expense):
Interest expense and amortization of loan fees			(20,186	)			(23,948	)
Interest income and other, net			(1,127	)			(4,571	)
Escrow proceeds			65,572				—
			44,259				(28,519	)
Net income		$	279,391			$	242,011
Allocation of net income:
General Partner (1%)		$	2,794			$	2,420
Limited Partners (99%)		$	276,597			$	239,591
Net income per limited partnership unit:
(19,087 units)		$	14.49			$	12.55

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,
		2011				2010
Service revenues		$	1,048,938			$	1,001,799
Expenses:
Cable system operations / cost of revenue (including $10,773 and $10,154 to affiliates in 2011 and 2010, respectively), excluding depreciation shown below			110,025				105,506
General and administrative (including $116,165 and $111,773 to affiliates in 2011 and 2010, respectively)			281,738				270,673
Programming / cost of revenue (including $6,599 and $5,901 to affiliates in 2011 and 2010, respectively)			410,154				377,099
Depreciation / cost of revenue			138,568				127,645
			940,485				880,923
Income from operations			108,453				120,876
Other income (expense):
Interest expense and amortization of loan fees			(9,772	)			(12,467	)
Interest income and other, net			(551	)			(417	)
			(10,323	)			(12,884	)
Net income		$	98,130			$	107,992
Allocation of net income:
General Partner (1%)		$	981			$	1,080
Limited Partners (99%)		$	97,149			$	106,912
Net income per limited partnership unit:
(19,087 units)		$	5.09			$	5.60

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,
		2011				2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	279,391			$	242,011
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation			278,436				252,150
Amortization of loan fees			2,014				2,121
Escrow Proceeds			(65,572	)			—
(Increase) decrease in operating assets:
Accounts receivable			(3,130	)			(2,377	)
Due from affiliates			8,556				(24,762	)
Prepaid expenses			(9,817	)			(21,153	)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses			11,662				(45,696	)
Due to General Partner and affiliates			(9,882	)			2,987
Subscriber prepayments and deposits			11,150				(12,933	)
Net cash provided by operating activities			502,808				392,348
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			(222,947	)			(377,996	)
Escrow proceeds			65,572				—
Net cash used in investing activities			(157,375	)			(377,996	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on borrowings			(150,000	)			(150,000	)
Loan fees			—				(12,755	)
Net cash used in financing activities			(150,000	)			(162,755	)
INCREASE (DECREASE) IN CASH			195,433				(148,403	)
CASH, beginning of period			220,365				447,488
CASH, end of period		$	415,798			$	299,085
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest		$	18,172			$	21,824

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 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, 2011, its statements of operations for the three and six months ended June 30, 2011 and 2010, and its statements of cash flows for the six months ended June 30, 2011 and 2010. 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, 2010.

(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.

Loan fees are being amortized using the straight-line method, which approximates the effective interest rate method. Future amortization of loan fees is expected to be approximately as follows:

2011 (6 months)			2,014
2012			4,028
2013 (3 Months)			1,007
		$	7,049

(3) Term Loan

On February 3, 2010, the Partnership and its existing lender agreed to amend its credit agreement so as to extend the maturity date to March 31, 2013, modify the principal repayment schedule, and modify certain other covenants and provisions of the credit agreement. Interest rates are based on the Adjusted LIBOR Rate, plus a margin of 3.0 percent per annum. The term loan is collateralized by a first lien position on all present and future assets of the Partnership. Principal payments plus interest are due quarterly. In connection with the credit amendment, the Partnership paid $12,755 in additional loan fees, which are being amortized over the extended term of the loan. As of June 30, 2011, the balance of the term loan agreement was $1,003,376.

Annual maturities of the term loan after June 30, 2011 are as follows:

2011			150,000
2012			300,000
2013			553,376
		$	1,003,376

Under the terms of the amended loan agreement, the Partnership has agreed to restrictive covenants which require the maintenance of certain ratios, including a Funded Debt to Cash Flow Ratio of no more than 1.75 to 1 and a Cash Flow Coverage Ratio of no less than 1.25 to 1, among other restrictions.

The General Partner submits quarterly debt compliance reports to the Partnership’s creditor under this agreement. As of June 30, 2011, the Partnership was in compliance with the terms of its loan agreement.

The Partnership follows general accounting standards that require disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements. Due to the variable interest rate the carrying value of the term loan approximates fair value.

As of June 30, 2011, the balance under the credit facility was $1,003,376 at a LIBOR based interest rate of 3.19%. This interest rate expired July 29, 2011, at which time a new rate was established.

(4) Litigation

The Partnership is party to 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, prospects or debt service abilities.

(5) Potential Sale of Systems

On July 5, 2007, Northland Cable Properties Eight Limited Partnership executed a purchase and sale agreement (the “Agreement”) to sell the operating assets and franchise rights of its remaining cable systems serving the communities of Aliceville, Alabama and Swainsboro, Georgia to Green River Media and Communications, LLC (“Green River”), an unaffiliated third party. The transaction was expected to close by the end of March 2008. To secure their performance under the Agreement, Green River deposited $75,000 into escrow (the “Escrow Deposit”), which was intended to be credited to the purchase price at closing. Closing of this transaction would have resulted in the liquidation of the Partnership.

On March 31, 2008, the Partnership notified Green River of its termination of the Agreement. Green River disputed the right of the Partnership to terminate the Agreement. The parties reached a final settlement in the first quarter of 2011. As a result of the settlement, the Partnership received proceeds and accrued interest of $65,572 from the Escrow Deposit. The escrow proceeds were recorded as other income during the first quarter of 2011.

During the first quarter of 2011 the Partnership, with the assistance of an investment banking firm, commenced the process of soliciting bids for the operating assets and franchise rights of its cable systems from potential interested parties. Initial expressions of interest were received late in the second quarter and final offers were received at the end of June. The Partnership is in the process of negotiating a definitive asset purchase agreement. No assurance can be given that the Partnership will reach such definitive agreement and no reasonable estimate of the timing of any asset sales can be given at this time. If a definitive agreement is reached, any asset sales would be subject to approval by a majority vote of the limited partners.

Fees for legal and accounting activities in connection with the aforementioned purchase and sale transaction amounted to $595 and $427 for the three months ended June 30, 2011 and 2010, respectively, and have been expensed as incurred within interest income and other in the accompanying statements of operations.

(6) Fair Value of Assets

We measure certain financial assets at fair value in three levels, based on the markets in which the assets are traded and the reliability of the inputs used to determine fair value. These levels are:

	•		Level 1 — inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
	•		Level 2 — quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active.
	•		Level 3 — significant inputs are unobservable for the asset or liability.

The following table summarizes the balances of assets measured at fair value on a recurring basis at June 30, 2011.

		Total				Level 1				Level 2				Level 3
Cash		$	415,798			$	415,798			$	—			$	—

The following table summarizes the balances of assets measured at fair value on a recurring basis at December 31, 2010.

		Total				Level 1				Level 2				Level 3
Cash		$	220,365			$	220,365			$	—			$	—

The Partnership follows the provisions of FASB ASC 820 Fair Value Measurements and Disclosures. The carrying value of the variable rate term loan approximates fair value.

PART I (continued)

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations — Six months ended June 30, 2011 and 2010

Total video basic subscribers decreased from 4,452 as of June 30, 2010 to 4,196 as of June 30, 2011. 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. 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 $2,097,297 for the six months ended June 30, 2011, an increase of 4% from $2,013,167 for the six months ended June 30, 2010. Revenues for the six months ended June 30, 2011 were comprised of the following sources:

•

$1,442,007 (69%) from basic and expanded video services

•

$407,879 (19%) from high speed internet services

•

$59,842 (3%) from premium video services

•

$37,667 (2%) from telephony services

•

$25,718 (1%) from advertising

•

$44,038 (2%) from late fees

•

$80,146 (4%) from other sources

Average monthly revenue per subscriber increased $8.14 or approximately 11.1% from $73.31 for six months ended June 30, 2010 to $81.45 for the six months ended June 30, 2011. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2011, 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 expenses totaled $216,147 for the six months ended June 30, 2011, an increase of approximately 4% from the same period in 2010. The increase is primarily attributable to higher operating salaries, system utilities and vehicle operating expenses. Employee wages, which represent the largest component of operating expenses, are reviewed annually, and in most cases, increased based on cost of living adjustments and other factors. Therefore, assuming the number of operating and regional employees remains constant, management expects increases in operating expenses in the future.

General and administrative expenses totaled $544,131 for the six months ended June 30, 2011, an increase of approximately 4% from $524,780 for the same period in 2010. This increase is primarily attributable to higher franchise fees, administrative services and management fees.

Programming expenses totaled $823,451 for the six months ended June 30, 2011, representing an increase of $65,941 or approximately 9% over the same period in 2010. 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 $278,436 for the six months ended June 30, 2011, an increase of approximately 10% over the same period in 2010. Depreciation of recent purchases related to the upgrade of plant and equipment was partially offset by certain assets becoming fully depreciated.

Interest expense and amortization of loan fees totaled $20,186 for the six months ended June 30, 2011, a decrease of approximately 2% over the same period in 2010. This decrease is attributable to lower average outstanding indebtedness as a result of required principal payments.

Interest income and other, net totaled ($1,127) and $(4,571) for the six months ended June 30, 2011 and 2010, respectively, and consists primarily of costs incurred in connection with the proposed sale of the Partnership assets.

The Partnership received escrow proceeds and accrued interest of $65,572 as a result of the termination of the purchase and sale agreement with Green River (see footnote 4). The escrow proceeds were recorded as other income during the first quarter of 2011.

Results of Operations — Three months ended June 30, 2011 and 2010

Total video basic subscribers decreased from 4,452 as of June 30, 2010 to 4,196 as of June 30, 2011. 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. 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 $1,048,938 for the three months ended June 30, 2011, an increase of 5% from $1,001,799 for the three months ended June 30, 2010. Revenues for the three months ended June 30, 2011 were comprised of the following sources:

•

$717,959 (68%) from basic and expanded video services

•

$210,556 (20%) from high speed internet services

•

$29,040 (3%) from premium video services

•

$19,482 (2%) from telephony services

•

$12,484 (1%) from advertising

•

$23,285 (2%) from late fees

•

$36,132 (4%) from other sources

Average monthly revenue per subscriber increased $7.97 or approximately 10.8% from $73.88 for three months ended June 30, 2010 to $81.85 for the three months ended June 30, 2011. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2011, 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 expenses totaled $110,025 for the three months ended June 30, 2011, an increase of approximately 4% from the same period in 2010. The increase is primarily attributable to higher system utilities and vehicle operating expenses.

General and administrative expenses totaled $281,738 for the three months ended June 30, 2011, an increase of approximately 4% from $270,673 for the same period in 2010. This increase is primarily attributable to higher franchise fees, administrative services and management fees.

Programming expenses totaled $410,154 for the three months ended June 30, 2011, representing an increase of $33,055 or approximately 9% over the same period in 2010. 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 $138,568 for the three months ended June 30, 2011, an increase of approximately 9% over the same period in 2010. Depreciation of recent purchases related to the upgrade of plant and equipment was partially offset by certain assets becoming fully depreciated.

Interest expense and amortization of loan fees totaled $9,772 for the three months ended June 30, 2011, a decrease of approximately 2% over the same period in 2010. This decrease is attributable to lower average outstanding indebtedness as a result of required principal payments.

Interest income and other, net totaled ($551) and $(417) for the three months ended June 30, 2011 and 2010, respectively, and consists primarily of costs incurred in connection with the proposed sale of the Partnership assets.

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 cable and other services. Based on management’s analysis, the Partnership’s cash flow from

operations and cash on hand will be sufficient to cover future operating costs, planned capital expenditures and working capital needs over the next twelve-month period.

Net cash provided by operating activities totaled $502,808 for the six months ended June 30, 2011. Adjustments to the $279,391 net income for the period to reconcile to net cash provided by operating activities consisted primarily of depreciation of $278,436 and changes in other operating assets and liabilities of $8,539, offset by escrow proceeds of $65,572.

Net cash used in investing activities totaled $157,375 for the six months ended June 30, 2011 and consisted of purchases of property and equipment of $222,947, offset by escrow proceeds of $65,572.

Net cash used in financing activities for the six months ended June 30, 2011 consisted of $150,000 in principal payments on long-term debt.

Term Loan

On February 3, 2010, the Partnership and its existing lender agreed to amend its credit agreement so as to extend the maturity date to March 31, 2013, modify the principal repayment schedule, and modify certain other covenants and provisions of the credit agreement. Interest rates are based on the Adjusted LIBOR Rate, plus a margin of 3.0 percent per annum. The term loan is collateralized by a first lien position on all present and future assets of the Partnership. Principal payments plus interest are due quarterly. In connection with the credit amendment, the Partnership paid $12,755 in additional loan fees, which are being amortized over the extended term of the loan. As of June 30, 2011, the balance of the term loan agreement was $1,003,376.

Annual maturities of the term loan after June 30, 2011 are as follows:

2011			150,000
2012			300,000
2013			553,376
		$	1,003,376

Under the terms of the amended loan agreement, the Partnership has agreed to restrictive covenants which require the maintenance of certain ratios, including a Funded Debt to Cash Flow Ratio of no more than 1.75 to 1 and a Cash Flow Coverage Ratio of no less than 1.25 to 1, among other restrictions.

As of the date of this filing, the balance under the credit facility is $1,003,376 at a LIBOR based interest rate of 3.19%. This interest rate expires July 29, 2011, at which time a new rate will be established.

Obligations and Commitments

In addition to working capital needs for ongoing operations, the Partnership has capital requirements for annual maturities related to the refinanced credit facility and required minimum operating lease payments. The following table summarizes the Partnership’s contractual obligations as of June 30, 2011:

						Payments Due By Period
						Less than 1				1 — 3				3 — 5				More than 5
		Total				year				Years				years				years
Notes payable			1,003,376				300,000				703,376				—				—
Minimum operating lease payments			39,960				6,680				12,760				2,440				18,080
Total		$	1,043,336			$	306,680			$	716,136			$	2,440			$	18,080

Capital Expenditures

During the first six months of 2011, the Partnership paid approximately $223,000 for capital expenditures. These expenditures include continued upgrades to the Aliceville, AL and Swainsboro, GA systems expanding the high speed data capability.

Management has estimated that the Partnership will spend approximately $350,000 on capital expenditures during the remainder of 2011. Planned expenditures include the continuation of plant upgrades in both systems to expand the high speed data capability, and customer premise equipment to provide services. The signing of a definitive asset purchase agreement and timing of any eventual asset sale may affect the estimated levels of capital expenditures during the remainder of 2011.

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.

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 subject to market risks arising from changes in interest rates. The Partnership’s primary interest rate exposure results from changes in the LIBOR rate, which is used to determine the interest rate applicable to the Partnership’s debt facilities. The Partnership has from time to time entered into interest rate swap agreements to partially hedge interest rate exposure. Interest rate swaps have the effect of converting the applicable variable rate obligations to fixed or other variable rate obligations. As of the date of this filing, the Partnership is not involved in any interest rate swap agreements. The potential loss over one year that would result from a hypothetical, instantaneous and unfavorable change of 100 basis points in the interest rate of all of the Partnership’s variable rate obligations would be approximately $10,000.

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 President (Principal Financial and 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 1 Legal proceedings

On March 31, 2008, the Partnership notified Green River of its termination the Agreement. Green River disputed the right of the Partnership to terminate the Agreement. The parties reached a final settlement in the first quarter of 2011. As a result of the settlement, the Partnership received proceeds and accrued interest of $65,572 of the Escrow Deposit. The escrow proceeds were recorded as other income during the first quarter of 2011. The Partnership will continue to operate its assets in a manner intended to maximize revenue and cash flow.

During the first quarter of 2011 the Partnership, with the assistance of an investment banking firm, commenced the process of soliciting bids for the operating assets and franchise rights of its cable systems from potential interested parties. Initial expressions of interest, were received late in the second quarter and final offers were received at the end of June. The Partnership is in the process of negotiating a definitive asset purchase agreement. No assurance can be given that the Partnership will reach such definitive agreement and no reasonable estimate of the timing of any asset sales can be given at this time. If a definitive agreement is reached, any asset sales would be subject to approval by a majority vote of the limited partners.

The Partnership is party to 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, prospects or debt service abilities.

ITEM 1A Risk Factors

There have been no material changes from the Partnership’s risk factors as disclosed in the 2010 Form 10-K.

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

(a)

Exhibit Index

	31(a).		Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated August 12, 2011 pursuant to section 302 of the Sarbanes-Oxley Act
	31(b).		Certification of President (Principal Financial and Accounting Officer) of Northland Communications Corporation, the General Partner, dated August 12, 2011 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 12, 2011 pursuant to section 906 of the Sarbanes-Oxley Act
	32(b).		Certification of President (Principal Financial and Accounting Officer) of Northland Communications Corporation, the General Partner, dated August 12, 2011 pursuant to section 906 of the Sarbanes-Oxley Act
	101***		The following materials from Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Condensed Consolidated Balance Sheets at June 30, 2011 and December 31, 2010, (ii) Condensed Consolidated Statements of Income for the Six Months Ended June 30, 2011 and 2010, (iii) Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010, and (iv) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

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   Richard I. Clark		Executive Vice President, Treasurer and Assistant Secretary		08-12-11
/s/ GARY S. JONES   Gary S. Jones		President		08-12-11