Northland Cable Properties Eight Limited Partnership (NCPE) 10-Q 2011 Q1 Quarterly report

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

For the period ended March 31, 2011

or

o 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.

Yesþ                     Noo

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).

Yeso                     Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero Accelerated filero Non-accelerated filero
(Do not check if a smaller reporting company) Smaller reporting companyþ

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

Yeso                     Noþ

TABLE OF CONTENTS

PART 1 — FINANCIAL INFORMATION
	ITEM 1. Financial Statements
PART I
	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 2 Changes in securities
	ITEM 3 Defaults upon senior securities
	ITEM 4 Submission of matters to a vote of security holders
	ITEM 5 Other information
	ITEM 6 Exhibits
SIGNATURES
EX-31.A
EX-31.B
EX-32.A
EX-32.2

PART 1 — FINANCIAL INFORMATION

ITEM 1. Financial Statements

NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS — (UNAUDITED)
(Prepared by the Managing General Partner)

	March 31,			December 31,
	2011			2010
ASSETS
Cash	$	334,192		$	220,365
Accounts receivable, net of allowance of $4,000		81,682			87,904
Due from affiliates		60,752			47,783
Prepaid expenses		110,886			62,103
Property and equipment, net of accumulated depreciation of $10,201,308 and $10,061,563, respectively		2,680,314			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 $97,324 and $96,317, respectively		8,056			9,063
Total assets	$	6,428,086		$	6,321,108
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued expenses	$	268,523		$	287,288
Due to General Partner and affiliates		22,241			29,959
Deposits		10,575			10,250
Subscriber prepayments		190,554			163,680
Term loan		1,078,376			1,153,376
Total liabilities		1,570,269			1,644,553
Partners’ capital (deficit):
General Partner:
Contributed capital, net		1,000			1,000
Accumulated deficit		(32,458	)		(34,271	)
		(31,458	)		(33,271	)
Limited Partners:
Contributed capital, net (19,087 units)		8,102,518			8,102,518
Accumulated deficit		(3,213,243	)		(3,392,692	)
		4,889,275			4,709,826
Total partners’ capital		4,857,817			4,676,555
Total liabilities and partners’ capital	$	6,428,086		$	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 three months ended March 31,
	2011			2010
Service revenues	$	1,048,359		$	1,011,368
Expenses:
Cable system operations / cost of revenue (including $13,391 and $10,143 to affiliates in 2011 and 2010, respectively), excluding depreciation shown below		106,123			102,691
General and administrative (including $116,616 and $111,235 to affiliates in 2011 and 2010, respectively)		262,393			254,106
Programming / cost of revenue (including $6,291 and $5,428 to affiliates in 2011 and 2010, respectively)		413,296			380,412
Depreciation / cost of revenue		139,868			124,505
		921,680			861,714
Income from operations		126,679			149,654
Other income (expense):
Interest expense and amortization of loan fees		(10,413	)		(11,481	)
Interest income and other, net		(576	)		(4,154	)
Escrow proceeds		65,572			—
		54,583			(15,635	)
Net income	$	181,262		$	134,019
Allocation of net income:
General Partner (1%)	$	1,813		$	1,340
Limited Partners (99%)	$	179,449		$	132,679
Net income per limited partnership unit: (19,087 units)	$	9.40		$	6.95

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 three months ended March 31,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	181,262		$	134,019
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		139,868			124,505
Amortization of loan fees		1,007			1,114
Escrow Proceeds		(65,572	)		—
(Increase) decrease in operating assets:
Accounts receivable		6,222			(2,262	)
Due from affiliates		(12,969	)		2,219
Prepaid expenses		(48,783	)		(52,533	)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses		(5,958	)		(67,130	)
Due to General Partner and affiliates		(7,718	)		7,505
Subscriber prepayments and deposits		27,199			5,006
Net cash provided by operating activities		214,558			152,443
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(91,303	)		(215,346	)
Escrow proceeds		65,572			—
Net cash used in investing activities		(25,731	)		(215,346	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on borrowings		(75,000	)		(75,000	)
Loan fees		—			(12,755	)
Net cash used in financing activities		(75,000	)		(87,755	)
INCREASE (DECREASE) IN CASH		113,827			(150,658	)
CASH, beginning of period		220,365			447,488
CASH, end of period	$	334,192		$	296,830
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	9,406		$	10,375

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 March 31, 2011, its statements of operations for the three months ended March 31, 2011 and 2010, and its statements of cash flows for the three months ended March 31, 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 (9 months)		3,021
2012		4,028
2013 (3 Months)		1,007
	$	8,056

(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 March 31, 2011, the balance of the term loan agreement was $1,078,376.

Annual maturities of the term loan after March 31, 2011 are as follows:

2011		225,000
2012		300,000
2013		553,376
	$	1,078,376

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 March 31, 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 March 31, 2011, the balance under the credit facility was $1,078,376 at a LIBOR based interest rate of 3.25%. This interest rate expired April 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 its systems from potential interested parties. Initial expressions of interest, if any, are expected to be received in late second quarter. No assurance can be given that the Partnership will receive any acceptable bids and no reasonable estimate of the timing of any asset sales can be given at this time.

Fees for legal and accounting activities in connection with the aforementioned purchase and sale transaction amounted to $518 and $4,283 for the three months ended March 31, 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 March 31, 2011.

	Total		Level 1		Level 2		Level 3
Cash	$	334,192	$	334,192	$	—	$	—

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 820Fair Value Measurements and Disclosures. The carrying values of cash and the variable rate term loan approximate fair value.

PART I (continued)

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

Results of Operations — Three months ended March 31, 2011 and 2010

Total video basic subscribers decreased from 4,654 as of March 31, 2010 to 4,380 as of March 31, 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 customer retention efforts and its emphasis on bundling its video, data and phone products.

Revenue totaled $1,048,359 for the three months ended March 31, 2011, an increase of 4% from $1,011,368 for the three months ended March 31, 2010. Revenues for the three months ended March 31, 2011 were comprised of the following sources:

• $724,048 (69%) from basic and expanded video services

• $197,324 (19%) from high speed internet services

• $30,803 (3%) from premium video services

• $18,185 (2%) from telephony services

• $13,234 (1%) from advertising

• $20,752 (2%) from late fees

• $44,013 (4%) from other sources

Average monthly revenue per subscriber increased $8.29 or approximately 11.4% from $72.76 for three months ended March 31, 2010 to $81.05 for the three months ended March 31, 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 $106,123 for the three months ended March 31, 2011, an increase of approximately 3% 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 $262,393 for the three months ended March 31, 2011, an increase of approximately 3% from $254,106 for the same period in 2010. This increase is primarily attributable to higher franchise fees, administrative services and management fees.

Programming expenses totaled $413,296 for the three months ended March 31, 2011, representing an increase of $32,884 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, assuming that the number of subscribers remains constant.

Depreciation expense totaled $139,868 for the three months ended March 31, 2011, an increase of approximately 12% 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 $10,413 for the three months ended March 31, 2011, a decrease of approximately 9% 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 ($576) and $(4,154) for the three months ended March 31, 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.

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 $214,558 for the three months ended March 31, 2011. Adjustments to the $181,262 net income for the period to reconcile to net cash provided by operating activities consisted primarily of depreciation of $139,868, offset by escrow proceeds of $65,572 and changes in other operating assets and liabilities of $42,007.

Net cash used in investing activities totaled $25,731 for the three months ended March 31, 2011 and consisted of purchases of property and equipment of 91,303, offset by escrow proceeds of $65,572.

Net cash used in financing activities for the three months ended March 31, 2011 consisted of $75,000 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 March 31, 2011, the balance of the term loan agreement was $1,078,376.

Annual maturities of the term loan after March 31, 2011 are as follows:

2011		225,000
2012		300,000
2013		553,376
	$	1,078,376

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 $1,078,376 at a LIBOR based interest rate of 3.25%. This interest rate expires April 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 March 31, 2011:

			Payments Due By Period
			Less than 1		1 – 3		3 – 5		More than 5
	Total		year		Years		years		years
Notes payable		1,078,376		300,000		778,376		—		—
Minimum operating lease payments		41,680		7,880		12,660		2,620		18,520
Total	$	1,120,056	$	307,880	$	791,036	$	2,620	$	18,520

(a)	These contractual obligations do not include accounts payable and accrued liabilities, which are expected to be paid in 2011.
(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 $107,734 in 2010.
(c)	Note that obligations related to the Partnership’s term loan exclude interest expense as it cannot be determined given the variable interest rate. Interest expense was $43,062 in 2010.

Capital Expenditures

During the first three months of 2011, the Partnership paid approximately $91,000 for capital expenditures. These expenditures include continued upgrades to the Aliceville, AL and Swainsboro, GA systems expanding the high speed data capacity.

Management has estimated that the Partnership will spend approximately $432,000 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 capacity, potential line extension opportunities, 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.

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 $11,000.

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 its systems from potential interested parties. Initial expressions of interest, if any, are expected to be received in late second quarter. No assurance can be given that the Partnership will receive any acceptable bids and no reasonable estimate of the timing of any asset sales can be given at this time.

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 May 12, 2010 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 May 12, 2010 pursuant to section 302 of the Sarbanes-Oxley Act
32 (a).	Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated May 12, 2010 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 May 12, 2010 pursuant to section 906 of the Sarbanes-Oxley Act

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. CLARKRichard I. Clark	Executive Vice President, Treasurer and Assistant Secretary	05-12-11
/s/ GARY S. JONESGary S. Jones	President	05-12-11