Northland Cable Properties Eight Limited Partnership 10Q 2013 Q1 Quarterly report

Northland Cable Properties Eight Limited Partnership (NCPE) Inactive 10-Q2013 Q1 Quarterly report

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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 endedMarch 31, 2013

¨	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.

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


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	8
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	10
ITEM 4.	Controls and Procedures	11
PART II - OTHER INFORMATION		12
ITEM 1	Legal proceedings	12
ITEM 1A	Risk Factors	12
ITEM 2	Changes in securities	12
ITEM 3	Defaults upon senior securities	12
ITEM 4	Submission of matters to a vote of security holders	12
ITEM 5	Other information	12
ITEM 6	Exhibits	12
SIGNATURES		13
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

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, 2013			December 31, 2012

ASSETS

Cash	$	531,915		$	380,676
Accounts receivable, net of allowance of $5,500 and $7,000 in 2013 and 2012, respectively		91,941			96,069
Due from affiliates		41,071			43,135
Prepaid expenses		79,327			47,918
Property and equipment, net of accumulated depreciation of $10,956,710, and $10,821,531, respectively		2,621,742			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		0			1,007


Total assets		5,658,700			5,490,113


LIABILITIES AND PARTNERS’ CAPITAL

Accounts payable and accrued expenses		306,318			293,542
Due to General Partner and affiliates		41,451			9,365
Deposits		9,990			11,215
Subscriber prepayments		195,909			184,140
Term loan		553,376			553,376

Total liabilities		1,107,044			1,051,638


Partners’ capital (deficit):
General Partner:
Contributed capital, net		1,000			1,000
Accumulated deficit		(35,473	)		(36,652	)

		(34,473	)		(35,652	)


Limited Partners:
Contributed capital, net (19,087 units)		8,102,518			8,102,518
Accumulated deficit		(3,516,389	)		(3,628,391	)

		4,586,129			4,474,127


Total partners’ capital		4,551,656			4,438,475


Total liabilities and partners’ capital		5,658,700			5,490,113

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,
	2013			2012

Service revenues	$	1,114,731		$	1,064,114

Expenses:
Cable system operations / cost of revenue (including $16,276, and $15,865 to affiliates in 2013 and 2012, respectively), excluding depreciation shown below		124,504			118,584
General and administrative (including $137,841 and $121,670 to affiliates in 2013 and 2012, respectively)		299,740			279,369
Programming / cost of revenue (including $9,726, and $8,221 to affiliates in 2013 and 2012, respectively)		434,610			411,956
Depreciation / cost of revenue		135,179			131,396
Loss on disposal of assets		0			195

		994,033			941,500


Insurance proceeds		2,564			—

Income from operations		123,262			122,614

Other income (expense):
Interest expense and amortization of loan fees		(5,442	)		(8,061	)
Interest income		81			100

		(5,361	)		(7,961	)


Net income	$	117,901		$	114,653


Allocation of net income:

General Partner (1%)	$	1,179		$	1,147


Limited Partners (99%)	$	116,722		$	113,506


Net income per limited partnership unit: (19,087 units)	$	6.12		$	5.95

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,
	2013			2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	117,901		$	114,653
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		135,179			131,396
Amortization of loan fees		1,007			1,007
Insurance proceeds		(2,564	)		—
Loss on disposal of assets		—			195
(Increase) decrease in operating assets:
Accounts receivable		4,128			31,912
Due from affiliates		2,064			(1,576	)
Prepaid expenses		(31,409	)		(79,200	)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses		19,832			14,486
Due to General Partner and affiliates		32,086			(18,076	)
Subscriber prepayments and deposits		10,544			16,008

Net cash provided by operating activities		288,768			210,805


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(135,373	)		(118,942	)
Insurance proceeds		2,564			0
Increase in intangibles		0			(500	)

Net cash used in investing activities		(132,809	)		(119,442	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on borrowings		0			(75,000	)
Distribution on behalf of limited partners for tax purposes		(4,720	)		0

Net cash used in financing activities		(4,720	)		(75,000	)


INCREASE IN CASH		151,239			16,363

CASH, beginning of period		380,676			367,788

CASH, end of period	$	531,915		$	384,151


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for interest	$	2,908		$	9,661

Capital expenditures in accounts payable at March 31, 2013 and 2012	$	25,906		$	—

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 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 March 31, 2013, its statements of operations for the three months ended March 31, 2013 and 2012, and its statements of cash flows for the three months ended March 31, 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. The General Partner intends to submit a proxy statement in mid-year 2013 that will include a request for an additional three year extension of the Partnership term. The extension of the Partnership’s life will require 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 March 31, 2013. The financial statements do not include any adjustments that might result from the uncertainty regarding the 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 2012 indicated that the fair value of the assets exceeded their carrying value.

(3) Term Loan

In December 2012, the Partnership agreed to certain terms and conditions with its existing lender and amended its credit agreement. The terms of the amendment extend the maturity date to June 30, 2013. 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. As of March 31, 2013, the balance of the term loan agreement was $553,376.

Principal payments are withdrawn by the lender from the Partnership’s bank account as of the last day of each quarter. As March 31, 2013, fell on a Sunday, the first quarter principal payment of $75,000 was withdrawn on Monday, April 1, 2013. On June 30, 2013 the Partnership’s term loan matures and $478,376 becomes due and payable as of that date.

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, 2013, the Partnership was in compliance with the terms of its credit 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, 2013, the balance under the credit facility was $553,376 at a LIBOR based interest rate of 3.20%. This interest rate expired on April 30, 2013, at which time the LIBOR based rate of 3.20% was extended through May 31, 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, prospects or debt service abilities.

(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.

•

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, 2013.


	Total		Level 1		Level 2		Level 3

Cash	$	531,915	$	531,915	$	0	$	0

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	$	0	$	0

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, 2013 and 2012

Total video basic subscribers decreased from 4,127 as of March 31, 2012 to 3,932 as of March 31, 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 $1,114,731 for the three months ended March 31, 2013, an increase of 5% from $1,064,114 for the three months ended March 31, 2012. Revenues for the three months ended March 31, 2013 were comprised of the following sources:

•

$641,522 (58%) from basic and expanded video services

•

$288,463 (26%) from high speed internet services

•

$25,349 (2%) from premium video services

•

$69,215 (6%) from telephony services

•

$16,039 (1%) from advertising

•

$28,640 (3%) from late fees

•

$45,503 (4%) from other sources

Average monthly revenue per subscriber increased $9.41 or approximately 11% from $86.89 for three months ended March 31, 2012 to $96.30 for the three months ended March 31, 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 $124,504 for the three months ended March 31, 2013, an increase of approximately 5% from the same period in 2012. The increase is primarily attributable to an increase in operating salaries offset by a decrease in vehicle operating expenses.

General and administrative expenses totaled $299,740 for the three months ended March 31, 2013, an increase of approximately 7% from $279,369 for the same period in 2012. This increase is primarily attributable to higher administrative services, audit fees and marketing expenses offset by decreased administrative salaries as a result of an open position.

Programming expenses totaled $434,610 for the three months ended March 31, 2013, an increase of approximately 5% 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 $135,179 for the three months ended March 31, 2013, an increase of approximately 3% 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 $5,442 for the three months ended March 31, 2013, a decrease of approximately 32% over the same period in 2012. This decrease is attributable to lower average outstanding indebtedness as a result of required principal payments.

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, debt service and working capital needs over the next twelve-month period. On June 30, 2013, the Partnership’s term loan matures and $478,376 becomes due and payable as of that date.

Net cash provided by operating activities totaled $288,768 for the three months ended March 31, 2013. Adjustments to the $117,901 net income for the period to reconcile to net cash provided by operating activities consisted primarily of depreciation of $135,179 and changes in other operating assets and liabilities of $37,245.

Net cash used in investing activities totaled $132,809 for the three months ended March 31, 2013 and consisted primarily of purchases of property and equipment.

Net cash used in financing activities for the three months ended March 31, 2013 consisted of $4,720 in distribution on behalf of limited partners for tax purposes.

Term Loan

As of the date of this filing, the balance under the credit facility is $478,376 at a LIBOR based interest rate of 3.20%. This interest rate expired on April 30, 2013, at which time the LIBOR based rate of 3.20% was extended through May 31, 2012.

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, 2013:


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

Term Loan		553,376		553,376		0		0		0

Minimum operating lease payments		87,120		6,420		2,700		2,400		75,600


Total	$	640,496	$	559,796	$	2,700	$	2,400	$	75,600

(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.

(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 $25,103 in 2012.

Capital Expenditures

During the first three months of 2013, the Partnership paid $135,373 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 $428,000 on capital expenditures during the remainder of 2013. Planned expenditures include the continuation of the expansion of high speed data capacity in both systems, 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 and its debt obligations.

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

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 facility. 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 the remaining term of the debt facility 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 $1,400.

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 1Legal proceedings

ITEM 1ARisk Factors

There have been no material changes from the Partnership’s risk factors as disclosed in the 2012 Form 10-K.

ITEM 2Changes in securities

None

ITEM 3Defaults upon senior securities

None

ITEM 4Submission of matters to a vote of security holders

None

ITEM 5Other information

None

ITEM 6Exhibits

(a) Exhibit Index


31 (a).		Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated May 8, 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 May 8, 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 May 8, 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 May 8, 2013 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, CLARK	Executive Vice President, Treasurer and Assistant Secretary	5-8-13
Richard I. Clark	Executive Vice President, Treasurer and Assistant Secretary	5-8-13

/s/ GARY S. JONES	President	5-8-13
Gary S. Jones

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	8th grade Avg

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company