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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 September 30, 2013

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      3   

ITEM 1.

  Financial Statements (Unaudited)      3   

ITEM 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations      9   

ITEM 3.

  Quantitative and Qualitative Disclosures About Market Risk      12   

ITEM 4.

  Controls and Procedures      12   
PART II - OTHER INFORMATION      13   

ITEM 1

  Legal proceedings      13   

ITEM 1A

  Risk Factors      13   

ITEM 6

  Exhibits      13   
SIGNATURES      14   
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)

 

     September 30,
2013
    December 31,
2012
 

ASSETS

    

Cash

   $ 61,268      $ 380,676   

Accounts receivable, net of allowance of $5,500 and $4,000 in 2013 and 2012, respectively

     119,717        96,069   

Due from affiliates

     12,129        43,135   

Prepaid expenses

     100,483        47,918   

Property and equipment, net of accumulated depreciation of $11,215,444, and $10,821,531, respectively

     2,686,475        2,628,604   

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

     2,292,704        2,292,704   

Loan fees, net of accumulated amortization of $105,380 and $104,373, respectively

     —          1,007   
  

 

 

   

 

 

 

Total assets

   $ 5,272,776      $ 5,490,113   
  

 

 

   

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

    

Accounts payable and accrued expenses

   $ 291,981      $ 293,542   

Due to General Partner and affiliates

     147,738        9,365   

Deposits

     10,440        11,215   

Subscriber prepayments

     169,663        184,140   

Term loan

     —          553,376   
  

 

 

   

 

 

 

Total liabilities

     619,822        1,051,638   
  

 

 

   

 

 

 

Partners’ capital (deficit):

    

General Partner:

    

Contributed capital, net

     1,000        1,000   

Accumulated deficit

     (34,460     (36,652
  

 

 

   

 

 

 
     (33,460     (35,652
  

 

 

   

 

 

 

Limited Partners:

    

Contributed capital, net (19,087 units)

     8,102,518        8,102,518   

Accumulated deficit

     (3,416,104     (3,628,391
  

 

 

   

 

 

 
     4,686,414        4,474,127   
  

 

 

   

 

 

 

Total partners’ capital

     4,652,954        4,438,475   
  

 

 

   

 

 

 

Total liabilities and partners’ capital

   $ 5,272,776      $ 5,490,113   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these statements.

 

 

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Table of Contents

NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF OPERATIONS - (UNAUDITED)

(Prepared by the Managing General Partner)

 

     For the nine months ended September 30,  
     2013     2012  

Service revenues

   $ 3,384,936      $ 3,182,161   

Expenses:

    

Cable system operations / cost of revenue (including $47,804, and $43,197 to affiliates in 2013 and 2012, respectively), excluding depreciation shown below

     394,669        358,448   

General and administrative (including $411,044 and $361,015 to affiliates in 2013 and 2012, respectively)

     998,880        882,026   

Programming / cost of revenue (including $40,214, and $26,015 to affiliates in 2013 and 2012, respectively)

     1,348,763        1,254,961   

Depreciation / cost of revenue

     416,622        393,670   

Loss on disposal of assets

     210        24,588   
  

 

 

   

 

 

 
     3,159,144        2,913,693   
  

 

 

   

 

 

 

Insurance proceeds

     2,564        —     

Income from operations

     228,356        268,468   

Other income (expense):

    

Interest expense and amortization of loan fees

     (9,310     (22,274

Interest income

     153        263   
  

 

 

   

 

 

 
     (9,157     (22,011
  

 

 

   

 

 

 

Net income

   $ 219,199      $ 246,457   
  

 

 

   

 

 

 

Allocation of net income:

    

General Partner (1%)

   $ 2,192      $ 2,465   
  

 

 

   

 

 

 

Limited Partners (99%)

   $ 217,007      $ 243,992   
  

 

 

   

 

 

 

Net income per limited partnership unit: (19,087 units)

   $ 11.37      $ 12.78   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these statements.

 

 

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Table of Contents

NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF OPERATIONS - (UNAUDITED)

(Prepared by the Managing General Partner)

 

     For the three months ended September 30,  
     2013      2012  

Service revenues

   $ 1,126,809       $ 1,051,043   

Expenses:

     

Cable system operations / cost of revenue (including $17,228, and $14,713 to affiliates in 2013 and 2012, respectively), excluding depreciation shown below

     137,525         121,446   

General and administrative (including $135,142 and $121,251 to affiliates in 2013 and 2012, respectively)

     367,366         299,152   

Programming / cost of revenue (including $15,858, and $8,886 to affiliates in 2013 and 2012, respectively)

     461,335         418,262   

Depreciation / cost of revenue

     142,088         131,538   

Loss on disposal of assets

     210         —     
  

 

 

    

 

 

 
     1,108,524         970,398   
  

 

 

    

 

 

 

Income from operations

     18,285         80,645   

Other income (expense):

     

Interest expense and amortization of loan fees

     —           (6,832

Interest income

     5         82   
  

 

 

    

 

 

 
     5         (6,750
  

 

 

    

 

 

 

Net income

   $ 18,290       $ 73,895   
  

 

 

    

 

 

 

Allocation of net income:

     

General Partner (1%)

   $ 183       $ 739   
  

 

 

    

 

 

 

Limited Partners (99%)

   $ 18,107       $ 73,156   
  

 

 

    

 

 

 

Net income per limited partnership unit: (19,087 units)

   $ 0.95       $ 3.83   
  

 

 

    

 

 

 

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 nine months ended September 30,  
     2013     2012  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 219,199      $ 246,457   

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

    

Depreciation

     416,622        393,670   

Amortization of loan fees

     1,007        3,021   

Insurance proceeds

     (2,564     —     

Loss on disposal of assets

     210        4,588   

(Increase) decrease in operating assets:

    

Accounts receivable

     (23,648     15,123   

Due from affiliates

     31,006        3,748   

Prepaid expenses

     (52,565     (51,364

Increase (decrease) in operating liabilities:

    

Accounts payable and accrued expenses

     29,097        11,940   

Due to General Partner and affiliates

     138,373        (14,323

Subscriber prepayments and deposits

     (15,252     (22,449
  

 

 

   

 

 

 

Net cash provided by operating activities

     741,485        590,411   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchase of property and equipment

     (505,361     (374,984

Proceeds from sale of assets

     —          500   

Insurance proceeds

     2,564        —     

Increase in intangibles

     —          (500
  

 

 

   

 

 

 

Net cash used in investing activities

     (502,797     (374,984
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Principal payments on borrowings

     (553,376     (300,000

Distribution on behalf of limited partners for tax purposes

     (4,720     0   
  

 

 

   

 

 

 

Net cash used in financing activities

     (558,096     (300,000
  

 

 

   

 

 

 

DECREASE IN CASH

     (319,408     (84,573

CASH, beginning of period

     380,676        367,788   
  

 

 

   

 

 

 

CASH, end of period

   $ 61,268      $ 283,215   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

    

Cash paid during the period for interest

   $ 8,303      $ 19,966   
  

 

 

   

 

 

 

Capital expenditures in accounts payable at September 30, 2013 and 2012

   $ 2,304      $ —     
  

 

 

   

 

 

 

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 September 30, 2013, its statements of operations for the three and nine months ended September 30, 2013 and 2012, and its statements of cash flows for the nine months ended September 30, 2013 and 2012. 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, 2012.

Northland Communications Corporation (the General Partner or Northland) manages the operations and is the General Partner of the Partnership under the terms of a Partnership Agreement which will expire on December 31, 2013. On October 1, 2013, a definitive proxy statement on Schedule 14A and an accompanying proxy card were mailed to limited partners of record as of September 15, 2013, in connection with a special meeting to be held on December 17, 2013. The special meeting is called for the purpose of considering a proposal to amend the Partnership Agreement, to extend the term of the Partnership from December 31, 2013 to December 31, 2016. Extension of the Partnership’s life will need approval from a majority of its limited partners. No assurances can be given that a majority of the limited partners will approve an extension of the Partnership’s life. Given this fact, the Partnership’s ability to continue as a going concern is in substantial doubt at September 30, 2013. The financial statements do not include any adjustments that might result from the uncertainty regarding Northland’s ability to extend the life of the Partnership.

Failure to extend the term of the Partnership would result in dissolution of the Partnership at December 31, 2013. The Partnership continues after dissolution solely for the purpose of winding up its activities. In winding up its activities, the Partnership may preserve the business or property as a going concern for a reasonable time and perform other necessary acts; and shall discharge the Partnership’s liabilities, settle and close the Partnership’s activities, and marshal and distribute the assets of the Partnership.

(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 on June 30, 2013. The term loan was collateralized by a first lien position on all present and future assets of the Partnership. Principal payments were withdrawn by the lender from the Partnership’s bank account as of the last day of each quarter. As June 30, 2013, fell on a Sunday, the final principal payment of $478,376 was withdrawn on Monday, July 1, 2013, representing payment in full of its term loan.

(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) 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.

 

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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 September 30, 2013.

 

     Total      Level 1      Level 2      Level 3  

Cash

   $ 61,268       $ 61,268       $ —        $ —    

The following table summarizes the balances of assets measured at fair value on a recurring basis at December 31, 2012.

 

     Total      Level 1      Level 2      Level 3  

Cash

   $ 380,676       $ 380,676       $ —        $ —    

The Partnership follows the provisions of FASB ASC 820 Fair Value Measurements and Disclosures. The carrying value of cash approximates fair value.

 

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Table of Contents

PART I (continued)

 

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

Results of Operations - Nine months ended September 30, 2013 and 2012

Total video basic subscribers decreased from 3,815 as of September 30, 2012 to 3,553 as of September 30, 2013. 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. 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 $3,384,936 for the nine months ended September 30, 2013, an increase of 6% from $3,182,161 for the nine months ended September 30, 2012. Revenues for the nine months ended September 30, 2013 were comprised of the following sources:

 

   

$1,866,786 (55%) from basic and expanded video services

 

   

$904,601 (27%) from high speed internet services

 

   

$74,669 (2%) from premium video services

 

   

$253,666 (7%) from telephony services

 

   

$50,291 (2%) from advertising

 

   

$85,746 (3%) from late fees

 

   

$149,177 (4%) from other sources

Average monthly revenue per subscriber increased $10.92 or approximately 12% from $88.87 for nine months ended September 30, 2012 to $99.79 for the nine months ended September 30, 2013. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2013, 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 and loss on disposal of assets totaled $394,669 for the nine months ended September 30, 2013, an increase of approximately 10% from the same period in 2012. The increase is primarily attributable to an increase in operating salaries offset by a decrease in pole rental expenses.

General and administrative expenses totaled $998,880 for the nine months ended September 30, 2013, an increase of approximately 13% from $882,026 for the same period in 2012. This increase is primarily attributable to higher administrative services, legal expense, audit fees, marketing expenses and management fees offset by decreased administrative salaries as a result of an open position.

Programming expenses totaled $1,348,763 for the nine months ended September 30, 2013, an increase of approximately 7% over the same period in 2012. 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 $416,622 for the nine months ended September 30, 2013, an increase of approximately 6% over the same period in 2012. 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 $9,310 for the nine months ended September 30, 2013, a decrease of approximately 58% over the same period in 2012. This decrease in interest expense and loan fees is attributable to the Partnership paying off the outstanding balance of its term loan on July 1, 2013.

Results of Operations - Three months ended September 30, 2013 and 2012

Total video basic subscribers decreased from 3,815 as of September 30, 2012 to 3,553 as of September 30, 2013. 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. In its efforts to address this customer trend, the

 

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Partnership is increasing its marketing and customer retention efforts and its emphasis on bundling its video, data and phone products.

Revenue totaled $1,126,809 for the three months ended September 30, 2013, an increase of 7% from $1,051,043 for the three months ended September 30, 2012. Revenues for the three months ended September 30, 2013 were comprised of the following sources:

 

   

$595,105 (53%) from basic and expanded video services

 

   

$307,218 (27%) from high speed internet services

 

   

$23,852 (2%) from premium video services

 

   

$96,947 (9%) from telephony services

 

   

$17,826 (2%) from advertising

 

   

$28,328 (2%) from late fees

 

   

$57,533 (5%) from other sources

Average monthly revenue per subscriber increased $12.93 or approximately 14% from $91.09 for three months ended September 30, 2012 to $104.02 for the three months ended September 30, 2013. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2013, 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 and loss on disposal of assets totaled $137,525 for the three months ended September 30, 2013, an increase of approximately 13% from the same period in 2012. The increase is primarily attributable to an increase in operating salaries offset by a decrease in pole rental expenses.

General and administrative expenses totaled $367,366 for the three months ended September 30, 2013, an increase of approximately 23% from $299,152 for the same period in 2012. This increase is primarily attributable to higher administrative services, legal expense, bad debt expense, audit fees and marketing expenses offset by decreased administrative salaries as a result of an open position.

Programming expenses totaled $461,335 for the three months ended September 30, 2013, an increase of approximately 10% over the same period in 2012. 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 $142,088 for the three months ended September 30, 2013, an increase of approximately 8% over the same period in 2012. 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 $6,832 for the three months ended September 30, 2012, to $0 for the three months ended September 30, 2013. 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 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 $741,485 for the nine months ended September 30, 2013. Adjustments to the $219,199 net income for the period to reconcile to net cash provided by operating activities consisted primarily of depreciation of $416,622 and changes in other operating assets and liabilities of $107,011.

Net cash used in investing activities totaled $502,797 for the nine months ended September 30, 2013 and consisted primarily of purchases of property and equipment.

Net cash used in financing activities for the nine months ended September 30, 2013 consisted of a $553,376 in scheduled principal payments and $4,720 in distribution on behalf of limited partners for tax purposes.

 

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Term Loan

The Partnership’s term loan matured on June 30, 2013. The term loan was collateralized by a first lien position on all present and future assets of the Partnership. Principal payments were withdrawn by the lender from the Partnership’s bank account as of the last day of each quarter. As June 30, 2013, fell on a Sunday, the final principal payment of $478,376 was withdrawn on Monday, July 1, 2013, representing payment in full of its term loan.

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 September 30, 2013:

 

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

Minimum operating lease payments

   $ 81,660       $ 1,860       $ 2,400       $ 2,400       $ 75,000   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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

 

  (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 $121,902 in 2012.

Capital Expenditures

During the first nine months of 2013, the Partnership paid $505,361 for capital expenditures. These expenditures included continued upgrades to both systems to expand and maintain the high speed data service capabilities, customer premise equipment to provide services and a new vehicle.

Management has estimated that the Partnership will spend approximately $125,000 on capital expenditures during the remainder of 2013. Planned expenditures include continuing to expand and maintain high speed data capacity in both systems, seeking potential line extension opportunities, and customer premise equipment to provide services. The level of future capital spending will be dependent on the Partnership’s available cash on hand.

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.

 

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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 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 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.

 

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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 2012 Form 10-K.

ITEM 6 Exhibits

(a) Exhibit Index

 

31 (a).   Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated November 1, 2013 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 November 1, 2013 pursuant to section 302 of the Sarbanes-Oxley Act
32 (a).   Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated November 1, 2013 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 November 1, 2013 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 September 30, 2013 is formatted in XBRL: (i) the Unaudited Condensed Consolidated Balance Sheets, (ii) the Unaudited Condensed Consolidated Statements of Operations, (iii) the Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Unaudited Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated 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

Richard I. Clark

 

Executive Vice President, Treasurer and Assistant Secretary

  11-1-13
   

/s/ GARY S. JONES

  President   11-1-13
Gary S. Jones    

 

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