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Table of Contents

 

 

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, 2014

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) 623-1351

(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

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


Table of Contents

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,
2014
    December 31,
2013
 

ASSETS

    

Cash

   $ 89,054        144,373   

Accounts receivable, net of allowance of $6,500 and $8,000 in 2014 and 2013, respectively

     123,603        101,777   

Due from affiliates

     8,313        16,613   

Prepaid expenses

     115,135        44,586   

Property and equipment, net of accumulated depreciation of $11,563,076, and $11,289,448, respectively

     2,682,498        2,629,551   

Franchise agreements, net of accumulated amortization of $1,907,136

   $ 2,292,704        2,292,704   
  

 

 

   

 

 

 

Total assets

     5,311,307        5,229,604   
  

 

 

   

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

    

Accounts payable and accrued expenses

   $ 380,419        325,181   

Due to General Partner and affiliates

     50,482        53,163   

Deposits

     9,265        9,465   

Subscriber prepayments

     155,516        192,433   
  

 

 

   

 

 

 

Total liabilities

     595,682        580,242   
  

 

 

   

 

 

 

Partners’ capital (deficit):

    

General Partner:

    

Contributed capital, net

     1,000        1,000   

Accumulated deficit

     (33,767     (34,496
  

 

 

   

 

 

 
     (32,767     (33,496
  

 

 

   

 

 

 

Limited Partners:

    

Contributed capital, net (19,087 units)

     8,091,119        8,097,798   

Accumulated deficit

     (3,342,727     (3,414,940
  

 

 

   

 

 

 
     4,748,392        4,682,858   
  

 

 

   

 

 

 

Total partners’ capital

     4,715,625        4,649,362   
  

 

 

   

 

 

 

Total liabilities and partners’ capital

   $ 5,311,307        5,229,604   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these statements.


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NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF OPERATIONS - (UNAUDITED)

(Prepared by the Managing General Partner)

 

     For the three months ended June 30,  
     2014      2013  

Service revenues

   $ 1,130,004       $ 1,143,396   

Expenses:

     

Cable system operations / cost of revenue (including $12,422 and $14,300 to affiliates in 2014 and 2013, respectively), excluding depreciation shown below

     118,809         132,640   

General and administrative (including $172,075 and $138,062 to affiliates in 2014 and 2013, respectively)

     379,446         331,774   

Programming / cost of revenue (including $20,952 and $14,630 to affiliates in 2014 and 2013, respectively)

     471,728         452,816   

Depreciation / cost of revenue

     140,054         139,356   
  

 

 

    

 

 

 
     1,110,037         1,056,586   
  

 

 

    

 

 

 

Income from operations

     19,967         86,810   

Other income (expense):

     

Interest expense and amortization of loan fees

     —           (3,868

Other income (expenses) net of interest income

     5         67   
  

 

 

    

 

 

 
     5         (3,801
  

 

 

    

 

 

 

Net income

   $ 19,972       $ 83,009   
  

 

 

    

 

 

 

Allocation of net income:

     

General Partner (1%)

   $ 200       $ 830   
  

 

 

    

 

 

 

Limited Partners (99%)

   $ 19,772       $ 82,179   
  

 

 

    

 

 

 

Net income per limited partnership unit:

     

(19,087 units)

   $ 1       $ 4   
  

 

 

    

 

 

 

The accompanying notes are an integral part of these statements.


Table of Contents

NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF OPERATIONS - (UNAUDITED)

(Prepared by the Managing General Partner)

 

     For the six months ended June 30,  
     2014      2013  

Service revenues

   $ 2,277,215       $ 2,258,127   

Expenses:

     

Cable system operations / cost of revenue (including $29,466 and $30,577 to affiliates in 2014 and 2013, respectively), excluding depreciation shown below

     236,308         257,144   

General and administrative (including $332,801, and $275,902 to affiliates in 2014 and 2013, respectively)

     726,945         631,514   

Programming / cost of revenue (including $40,344 and $24,356 to affiliates in 2014 and 2013, respectively)

     958,873         887,427   

Depreciation / cost of revenue

     282,156         274,534   
  

 

 

    

 

 

 
     2,204,282         2,050,619   
  

 

 

    

 

 

 

Insurance proceeds

     —           2,564   

Income from operations

     72,933         210,072   

Other income (expense):

     

Interest expense and amortization of loan fees

     —           (9,310

Other income (expenses) net of interest income

     9         147   
  

 

 

    

 

 

 
     9         (9,163
  

 

 

    

 

 

 

Net income

   $ 72,942       $ 200,909   
  

 

 

    

 

 

 

Allocation of net income:

     

General Partner (1%)

   $ 729       $ 2,009   
  

 

 

    

 

 

 

Limited Partners (99%)

   $ 72,213       $ 198,900   
  

 

 

    

 

 

 

Net income per limited partnership unit:

     

(19,087 units)

   $ 4       $ 10   
  

 

 

    

 

 

 

The accompanying notes are an integral part of these statements.


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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,  
     2014     2013  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 72,942      $ 200,909   

Adjustments to reconcile net income to cash provided by operating activities:

    

Depreciation

     282,156        274,534   

Amortization of loan fees

     —          1,007   

Insurance proceeds

     —          (2,564

(Increase) decrease in operating assets:

    

Accounts receivable

     (21,826     (24,600

Due from affiliates

     8,300        37,048   

Prepaid expenses

     (70,549     (52,335

Increase (decrease) in operating liabilities:

    

Accounts payable and accrued expenses

     70,089        38,752   

Due to General Partner and affiliates

     16,078        152,216   

Subscriber prepayments and deposits

     (37,117     (18,743
  

 

 

   

 

 

 

Net cash provided by operating activities

     320,073        606,224   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchase of property and equipment

     (368,713     (330,377

Insurance proceeds

     —          2,564   
  

 

 

   

 

 

 

Net cash used in investing activities

     (368,713     (327,813
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Principal payments on borrowings

     —          (75,000

Distribution on behalf of limited partners for tax purposes

     (6,679     (4,720
  

 

 

   

 

 

 

Net cash used in financing activities

     (6,679     (79,720
  

 

 

   

 

 

 

(DECREASE) INCREASE IN CASH

     (55,319     198,691   

CASH, beginning of period

     144,373        380,676   
  

 

 

   

 

 

 

CASH, end of period

   $ 89,054      $ 579,367   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

    

Cash paid during the period for interest

   $ —        $ 7,030   
  

 

 

   

 

 

 

Capital expenditures in accounts payable at June 30, 2014 and 2013

   $ —        $ 25,120   
  

 

 

   

 

 

 

Capital expenditures in due to General Partner and affiliates at June 30, 2014 and 2013

   $ 2,805      $ —     
  

 

 

   

 

 

 

The accompanying notes are an integral part of these statements.


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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, 2014, its statements of operations for the three and six months ended June 30, 2014 and 2013, and its statements of cash flows for the six months ended June 30, 2014 and 2013. 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, 2013.

 

(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 that was performed during the fourth quarter of 2013 indicated that the fair value of the assets exceeded their carrying value.

 

(3) Term Loan

The Partnership’s term loan matured and was paid in full on July 1, 2013.

 

(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 or prospects.

 

(5) Recent Accounting Pronouncements

In May 2014, the FASB and the International Accounting Standards Board updated the accounting guidance related to revenue recognition. The updated accounting guidance provides a single, contract-based revenue recognition model to help improve financial reporting by providing guidance on when an entity should recognize revenue, and by reducing the number of standards to which entities have to refer. The updated accounting guidance will be effective for the Partnership on January 1, 2017, and early adoption is not permitted. The updated accounting guidance allows for either a full retrospective adoption or modified retrospective adoption. The Partnership is currently in the process of determining the impact that the updated accounting guidance will have on its financial statements and its method of adoption.


Table of Contents

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, 2014 and 2013

Total video basic subscribers decreased from 3,764 as of June 30, 2013 to 3,245 as of June 30, 2014. The loss in subscribers is a result of several factors including competition from Direct Broadcast Satellite (DBS) and other competitive providers, availability of off-air signals in the Partnership’s markets and regional and local economic conditions. 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 $2,277,215 for the six months ended June 30, 2014, an increase of approximately 1% from $2,258,127 for the six months ended June 30, 2013. Revenues for the six months ended June 30, 2014 were comprised of the following sources:

 

    $1,148,198 (50%) from basic and expanded video services

 

    $632,693 (28%) from high speed internet services

 

    $220,310 (10%) from telephony services

 

    $43,083 (2%) from premium video services

 

    $29,692 (1%) from advertising

 

    $52,046 (2%) from late fees

 

    $151,193 (7%) from other sources

Average monthly revenue per subscriber increased $14.79 or approximately 15% from $98.09 for six months ended June 30, 2013 to $112.88 for the six months ended June 30, 2014. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2014, 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 $236,308 for the six months ended June 30, 2014, a decrease of approximately 8% from the same period in 2013. This decrease is primarily attributable to a decrease in operating salaries and vehicle operating expenses.

General and administrative expenses totaled $726,945 for the six months ended June 30, 2014, an increase of approximately 15% from $631,514 for the same period in 2013. This increase is primarily attributable to higher administrative salaries, administrative services, legal expense, call center fees, public filing and reporting expenses.

Programming expenses totaled $958,873 for the six months ended June 30, 2014, an increase of approximately 8% over the same period in 2013. 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 $282,156 for the six months ended June 30, 2014, an increase of approximately 3% over the same period in 2013. 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 decreased from $9,310 for the six months ended June 30, 2013, to $0 for the six months ended June 30, 2014. The Partnership paid off the outstanding balance of its term loan on July 1, 2013.

Results of Operations - Three months ended June 30, 2014 and 2013

Total video basic subscribers decreased from 3,764 as of June 30, 2013 to 3,245 as of June 30, 2014. The loss in subscribers is a result of several factors including competition from Direct Broadcast Satellite (DBS) and other competitive providers, availability of off-air signals in the Partnership’s markets and regional and local economic conditions. 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.


Table of Contents

Revenue totaled $1,130,004 for the three months ended June 30, 2014, a decrease of 1% from $1,143,396 for the three months ended June 30, 2013. Revenues for the three months ended June 30, 2014 were comprised of the following sources:

 

    $562,889 (50%) from basic and expanded video services

 

    $317,817 (28%) from high speed internet services

 

    $112,547 (10%) from telephony services

 

    $21,822 (2%) from premium video services

 

    $16,393 (1%) from advertising

 

    $27,163 (3%) from late fees

 

    $71,373 (6%) from other sources

Average monthly revenue per subscriber increased $14.24 or approximately 14% from $99.33 for three months ended June 30, 2013 to $113.57 for the three months ended June 30, 2014. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2014, 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 $118,809 for the three months ended June 30, 2014, a decrease of approximately 10% from the same period in 2013. This decrease is primarily attributable to a decrease in operating salaries and vehicle operating expenses.

General and administrative expenses totaled $379,446 for the three months ended June 30, 2014, an increase of approximately 14% from $331,774 for the same period in 2013. This increase is primarily attributable to higher administrative salaries, administrative services, legal expense, call center fees, public filing and reporting expenses.

Programming expenses totaled $471,728 for the three months ended June 30, 2014, an increase of approximately 4% over the same period in 2013. 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 $140,054 for the three months ended June 30, 2014, an increase of approximately 1% over the same period in 2013. 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 decreased from $3,868 for the three months ended June 30, 2013, to $0 for the three months ended June 30, 2014. The Partnership paid off the outstanding balance of its term loan on July 1, 2013.

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. 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 $320,073 for the six months ended June 30, 2014. Adjustments to the $72,942 net income for the period to reconcile to net cash provided by operating activities consisted of depreciation of $282,156 and changes in other operating assets and liabilities of ($35,025).

Net cash used in investing activities totaled $368,713 for the six months ended June 30, 2014 and consisted of purchases of property and equipment.

Term Loan

The Partnership’s term loan matured and was paid in full on July 1, 2013.


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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, 2014:

 

            Payments Due By Period  
     Total      Less than
1 year
     1 – 3
Years
     3 – 5
years
     More than
5 years
 

Minimum operating lease payments

   $ 80,220       $ 1,320       $ 2,400       $ 2,400       $ 74,100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a) These contractual obligations do not include accounts payable and accrued liabilities, which are expected to be paid in 2014.
(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 $107,336 in 2013.

Capital Expenditures

During the first six months of 2014, the Partnership paid $368,713 for capital expenditures. These expenditures included continued upgrades to both systems to expand and maintain the high speed data service capabilities, vehicle replacement and customer premise equipment to provide services.

Management has estimated that the Partnership will spend approximately $284,000 on capital expenditures during the remainder of 2014. Planned expenditures include continued upgrade and 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.


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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 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.


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PART II - OTHER INFORMATION

ITEM 1 Legal proceedings

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 or prospects.

ITEM 1A Risk Factors

There have been no material changes from the Partnership’s risk factors as disclosed in the 2013 Form 10-K.

ITEM 6 Exhibits

 

  (a) Exhibit Index

 

  31 (a).   Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated August 11, 2014 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 11, 2014 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 11, 2014 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 11, 2014 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, 2014 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.


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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    8-11-14
Richard I. Clark    Assistant Secretary   

/s/ GARY S. JONES

   Chief Executive Officer    8-11-14
Gary S. Jones