##### Table of Contents



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 1934For the period ended September 30, 2005
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from  to
 Commission File Number: 0-18307
 Northland Cable Properties Eight Limited Partnership
  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)
  
  
  þ o
  o þ
  o þ




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TABLE OF CONTENTS  PART 1  FINANCIAL INFORMATIONITEM 1. Financial StatementsITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Continuing OperationsITEM 3. Quantitative and Qualitative Disclosures About Market RiskITEM 4. Controls and ProceduresPART II  OTHER INFORMATIONITEM 1 Legal proceedingsITEM 2 Changes in securitiesITEM 3 Defaults upon senior securitiesITEM 4 Submission of matters to a vote of security holdersITEM 5 Other informationITEM 6 Exhibits and Reports on Form 8-KSIGNATURESEXHIBIT 31.(A)EXHIBIT 31.(B)EXHIBIT 32.(A)EXHIBIT 32.(B)    Table of Contents  
  
  
 September 30,
    
    
    December 31,2005
    
    
    2004ASSETSCash
    
    $
    48,397
    
    
    $
    221,236Accounts receivable, net
    
    
    88,581
    
    
    
    60,008Due from affiliates
    
    
    30,803
    
    
    
    6,673Prepaid expenses
    
    
    56,070
    
    
    
    45,788Property and equipment, net of accumulated
depreciation of $7,571,808 and $8,843,351
respectively
    
    
    3,057,967
    
    
    
    2,875,597Franchise agreements, net of accumulated amortization
of $1,907,136 and $2,047,659
    
    
    3,152,202
    
    
    
    3,321,069Loan fees, net of accumulated amortization of $74,316
and $70,191, respectively
    
    
    11,914
    
    
    
    16,039Total assets
    
    $
    6,445,934
    
    
    $
    6,546,410LIABILITIES
AND PARTNERS CAPITAL (DEFICIT)Accounts payable and accrued expenses
    
    $
    529,920
    
    
    $
    409,954Due to General Partner and affiliates
    
    
    78,856
    
    
    
    67,803Deposits
    
    
    4,700
    
    
    
    5,150Subscriber prepayments
    
    
    219,910
    
    
    
    132,997Term loan
    
    
    2,368,768
    
    
    
    3,487,718Total liabilities
    
    
    3,202,154
    
    
    
    4,103,622Partners capital (deficit):General Partner:Contributed capital, net
    
    
    1,000
    
    
    
    1,000Accumulated deficit
    
    
    (48,781
    )
    
    
    (56,791
    )(47,781
    )
    
    
    (55,791
    )Limited Partners:Contributed capital, net
    
    
    8,120,820
    
    
    
    8,120,820Accumulated deficit
    
    
    (4,829,259
    )
    
    
    (5,622,241
    )3,291,561
    
    
    
    2,498,579Total partners capital (deficit)
    
    
    3,243,780
    
    
    
    2,442,788Total liabilities and partners capital (deficit)
    
    $
    6,445,934
    
    
    $
    6,546,410




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For the nine months ended September 30,2005
    
    
    2004Service revenues
    
    $
    2,563,447
    
    
    $
    2,542,718Expenses:Operating (including $52,738 and $52,482
to affiliates in 2005 and 2004, respectively),
excluding depreciation and amortization
shown below
    
    
    309,942
    
    
    
    273,384General and administrative (including
$298,914 and $300,801 to affiliates
in 2005 and 2004, respectively)
    
    
    867,172
    
    
    
    679,583Programming (including $547 from affiliates and $29,747
to affiliates in 2005 and 2004, respectively)
    
    
    832,546
    
    
    
    791,873Other operating loss
    
    
    23,787
    
    
    
    Depreciation and amortization
    
    
    457,762
    
    
    
    701,548Loss on disposal of assets
    
    
    859
    
    
    
    1,6392,492,068
    
    
    
    2,448,027Income from operations
    
    
    71,379
    
    
    
    94,691Other income (expense):Interest expense and amortization of loan fees
    
    
    (97,227
    )
    
    
    (91,429
    )Interest income and other, net
    
    
    27,104
    
    
    
    258(70,123
    )
    
    
    (91,171
    )Income from continuing operations
    
    $
    1,256
    
    
    $
    3,520Discontinued operations (Note 4)
Income from operations of Marion and Eutaw systems, net
(including gain on sale of system of $756,130 in 2005)
    
    
    799,736
    
    
    
    68,809Net income
    
    $
    800,992
    
    
    $
    72,329Allocation of net income:General Partner
    
    $
    8,010
    
    
    $
    723Limited Partners
    
    $
    792,982
    
    
    $
    71,606Net income from continuing operations per limited
partnership unit (19,087 units)
    
    $
    
    
    
    $
    Net income from discontinued operations per limited
partnership unit (19,087 units)
    
    $
    41
    
    
    $
    4Net income per limited partnership unit:(19,087 units)
    
    $
    42
    
    
    $
    4




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For the three months ended September 30,2005
    
    
    2004Service revenues
    
    $
    836,765
    
    
    $
    846,953Expenses:Operating (including $13,157 and $16,677
to affiliates in 2005 and 2004, respectively),
excluding depreciation and amortization
shown below
    
    
    98,078
    
    
    
    96,434General and administrative (including
$103,612 and $104,243 to affiliates
in 2005 and 2004, respectively)
    
    
    236,082
    
    
    
    223,065Programming (including $143 and $13,772
to affiliates in 2005 and 2004, respectively)
    
    
    276,731
    
    
    
    270,206Other operating loss
    
    
    23,787
    
    
    
    Depreciation and amortization
    
    
    159,349
    
    
    
    237,152Loss on disposal of assets
    
    
    
    
    
    
    186794,027
    
    
    
    827,043Income from operations
    
    
    42,738
    
    
    
    19,910Other income (expense):Interest expense and amortization of loan fees
    
    
    (34,726
    )
    
    
    (27,997
    )Interest income and other, net
    
    
    528
    
    
    
    107(34,198
    )
    
    
    (27,890
    )Income (loss) from continuing operations
    
    $
    8,540
    
    
    $
    (7,980
    )Discontinued
operations (Note 4)Income from operations of Marion and Eutaw systems, net
    
    
    
    
    
    
    16,484Net income
    
    $
    8,540
    
    
    $
    8,504Allocation of net income:General Partner
    
    $
    85
    
    
    $
    85Limited Partners
    
    $
    8,455
    
    
    $
    8,419Net income (loss) from continuing operations per limited
partnership unit (19,087 units)
    
    $
    
    
    
    $
    Net income from discontinued operations per limited
partnership unit (19,087 units)
    
    $
    
    
    
    $
    1Net income per limited partnership unit:(19,087 units)
    
    $
    
    
    
    $
    




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For the nine months ended September 30,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    800,992
    
    
    $
    72,329Adjustments to reconcile net income to
cash provided by operating activities:Depreciation and amortization
    
    
    459,447
    
    
    
    833,548Amortization of loan fees
    
    
    4,125
    
    
    
    4,175(Gain) loss on sale of assets
    
    
    (755,271
    )
    
    
    1,639Other
    
    
    9,260
    
    
    
    (Increase) decrease in operating assets,
net of systems sold:Accounts receivable
    
    
    (39,816
    )
    
    
    14,103Due from affiliates
    
    
    (24,130
    )
    
    
    (16,294
    )Prepaid expenses
    
    
    (15,979
    )
    
    
    (45,344
    )Increase (decrease) in operating liabilities,
net of systems sold:Accounts payable and accrued expenses
    
    
    119,359
    
    
    
    (37,948
    )Due to General Partner and affiliates
    
    
    11,053
    
    
    
    (76,142
    )Subscriber prepayments and deposits
    
    
    103,682
    
    
    
    (17,856
    )Net cash provided by operating activities
    
    
    672,722
    
    
    
    732,210CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment
    
    
    (705,561
    )
    
    
    (464,843
    )Proceeds from sale of system
    
    
    978,950
    
    
    
    194,871Net cash provided by (used in) investing activities
    
    
    273,389
    
    
    
    (269,972
    )CASH FLOWS FROM FINANCING ACTIVITIES:Principal payments on borrowings
    
    
    (1,118,950
    )
    
    
    (769,978
    )Net cash used in financing activities
    
    
    (1,118,950
    )
    
    
    (769,978
    )DECREASE IN CASH
    
    
    (172,839
    )
    
    
    (307,740
    )CASH, beginning of period
    
    
    221,236
    
    
    
    493,469CASH, end of period
    
    $
    48,397
    
    
    $
    185,729SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the period for interest
    
    $
    117,866
    
    
    $
    80,714




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NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 (1) Basis of Presentation
    (2) Intangible Assets
   2005 (3 months)
    
    
    1,2212006
    
    
    5,3462007
    
    
    5,347$
    11,914
 (3) Term Loan




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2005 (3 months)
    
    $
    50,0002006
    
    
    200,0002007
    
    
    2,118,768$
    2,368,768
   (4) System Sale




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As ofDecember 31, 2004Cash
    
    $
    1,996Accounts receivable
    
    
    20,990Prepaid expenses
    
    
    6,202Property and equipment (net of accumulated
depreciation of $1,729,304)
    
    
    56,175Franchise agreements (net of accumulated
amortization of $140,523)
    
    
    168,865Total assets
    
    $
    254,228Accounts payable and accrued expenses
    
    
    39,599Subscriber prepayments
    
    
    15,993Total liabilities
    
    $
    55,592
  For the nine months ended September 30,2005
    
    
    2004Service revenues
    
    $
    146,662
    
    
    $
    524,471Expenses:Operating (including $0 and $6,452 to
affiliates in 2005 and 2004, respectively)
    
    
    8,535
    
    
    
    36,194General and administrative (including $23,274
and $68,948 to affiliates in 2005 and 2004,
respectively)
    
    
    34,045
    
    
    
    117,622Programming
    
    
    47,580
    
    
    
    152,964Depreciation and amortization
    
    
    1,685
    
    
    
    132,000Gain on disposal of assets
    
    
    (756,130
    )
    
    
    (644,285
    )
    
    
    438,780Income from operations
    
    
    810,947
    
    
    
    85,691Other income (expense):Interest expense and amortization of loan fees
    
    
    (11,211
    )
    
    
    (16,882
    )Income from operations of
Marion and Eutaw systems, net
    
    $
    799,736
    
    
    $
    68,809




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For the three monthsended September 30,2004Service revenues
    
    $
    172,430Expenses:Operating (including $2,112 paid to affiliates)
    
    
    12,776General and administrative (including $24,641
paid to affiliates)
    
    
    40,397Programming
    
    
    49,378Depreciation and amortization
    
    
    44,100146,651Income from operations
    
    
    25,779Other expense:Interest expense and amortization of loan fees
    
    
    (9,295
    )Income from operations of
Marion and Eutaw systems, net
    
    $
    16,484




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PART
I (continued)
 
 ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Continuing Operations
 Results of Continuing Operations  Nine Months Ended September 30, 2005 and 2004
   
    
    $1,876,042 (73%) from basic services
    
    $158,194 (6%) from expanded basic services
    
    $153,418 (6%) from high speed Internet services
    
    $125,730 (5%) from premium services
    
    $90,579 (4%) from advertising
    
    $55,464 (2%) from late fees
    
    $22,526 (1%) from digital services
    
    $81,494 (3%) from other sources




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Results of Continuing Operations  Three Months Ended September 30, 2005 and 2004
   
    
    $600,661 (72%) from basic services
    
    $56,994 (7%) from high speed Internet services
    
    $54,230 (6%) from expanded basic services
    
    $39,097 (5%) from premium services
    
    $30,662 (4%) from advertising
    
    $20,725 (2%) from late fees
    
    $7,726 (1%) from digital services
    
    $26,670 (3%) from other sources




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Liquidity and Capital Resources
     Term Loan
   2005 (3 months)
    
    $
    50,0002006
    
    
    200,0002007
    
    
    2,118,768$
    2,368,768




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System Sale
   Obligations and Commitments
  Payments Due By PeriodLess than
    
    
    1 - 3
    
    
    3 - 5
    
    
    More thanTotal
    
    
    1 year
    
    
    years
    
    
    years
    
    
    5 yearsNotes payable
    
    $
    2,368,768
    
    
    $
    200,000
    
    
    $
    2,168,768
    
    
    $
    
    
    
    $
    Minimum operating lease payments
    
    
    85,550
    
    
    
    16,450
    
    
    
    20,700
    
    
    
    11,600
    
    
    
    36,800Total
    
    $
    2,454,318
    
    
    $
    216,450
    
    
    $
    2,189,468
    
    
    $
    11,600
    
    
    $
    36,800
 (a)
    
    These contractual obligations do not include accounts payable and accrued liabilities,
which are expected to be paid in 2005.(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 amounts as,
generally, pole rentals are cancelable on short notice. The Partnership does however
anticipate that such rentals will recur.(c)
    
    Note that obligations related to the Partnerships term loan exclude interest expense.
 Capital Expenditures
   Solicitation of Interest From Potential Purchasers




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Recently Issued Accounting Pronouncements
  Critical Accounting Policies
  Revenue
Recognition
 Property
and Equipment
  Intangible
Assets




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Allocation
of Interest Expense to Discontinued Operations
 Discontinued operations 




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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
   
 ITEM 4. Controls and Procedures




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PART
II  OTHER INFORMATION
 
 ITEM 1 Legal proceedings
   
 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 and Reports on Form 8-K
 (a)
    
    Exhibit Index
 31(a).
    
    Certification of Chief Executive Officer of Northland
Communications Corporation, the General Partner, dated November 14, 2005
pursuant to section 302 of the Sarbanes-Oxley Act31(b).
    
    Certification of President (Principal Financial and
Accounting Officer) of Northland Communications Corporation, the General
Partner, dated November 14, 2005 pursuant to section 302 of the Sarbanes-Oxley
Act32(a).
    
    Certification of Chief Executive Officer of Northland
Communications Corporation, the General Partner, dated November 14, 2005
pursuant to section 906 of the Sarbanes-Oxley Act32(b).
    
    Certification of President (Principal Financial and
Accounting Officer) of Northland Communications Corporation, the General
Partner, dated November 14, 2005 pursuant to section 906 of the Sarbanes-Oxley
Act
 (b)
    
    Reports on Form 8-KNone.




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SIGNATURES
  NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
 
 SIGNATURES
    
    CAPACITIES
    
    DATE/s/ RICHARD I. CLARK

Richard I. Clark
    
    Executive Vice President, Treasurer and
Assistant Secretary
    
    11-14-05/s/ GARY S. JONES

Gary S. Jones
    
    President
    
    11-14-05