UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 0-18307

Northland Cable Properties Eight Limited Partnership

(206) 623-1351

N/A

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 þ No o

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)

Yes þ No o

Table of Contents

PART 1 — FINANCIAL INFORMATION

ITEM 1. Financial Statements

NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS — (UNAUDITED)

The accompanying notes are an integral part of these statements.

NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF OPERATIONS — (UNAUDITED)

The accompanying notes are an integral part of these statements.

NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF CASH FLOWS — (UNAUDITED)

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, 2005, its statements of operations for the three months ended March 31, 2005 and 2004, and its statements of cash flows for the three months ended March 31, 2005 and 2004. 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, 2004.

On March 21, 2005, the Partnership sold the operating assets and franchise rights of its cable system in and around Marion and Eutaw, Alabama, which served approximately 1,500 subscribers. This filing and the accompanying financial statements present the results of operations and sale of the Marion and Eutaw systems as discontinued operations.

(2) Intangible Assets

In accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” the Partnership does not amortize goodwill or any other 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, or on an interim basis if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value.

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:

(3) Term Loan

     In December 2004, the Partnership agreed to certain terms and conditions with its existing lender and amended its credit agreement. The terms of the amendment modify the principal repayment schedule and the Funded Debt to Cash Flow Ratio (described below). The term loan is collateralized by a first lien position on all present and future assets of the Partnership. Interest rates vary based on certain financial covenants. Principal payments plus interest are due quarterly until maturity on December 31, 2007. In connection with the amendment, the Partnership is amortizing the remaining loan fees over the term of the new agreement. As of March 31, 2005, the balance of the term loan agreement was $2,468,768.

     Annual maturities of the term loan after March 31, 2005 are as follows:

     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 3.75 to 1 decreasing over time to 3.00 to 1, a Cash Flow Coverage Ratio of no less than 1.10 to 1, and a limitation on the maximum amount of annual capital expenditures of $1,200,000, among other restrictions. The General Partner submits quarterly debt compliance reports to the Partnership’s creditor under this agreement. At March 31, 2005, the Partnership was in compliance with the terms of the agreement.

As of the date of this filing, the balance under the credit facility is $2,468,768 bearing interest at a LIBOR based rate of 5.13%. This interest rate expires June 30, 2005, at which time a new rate will be established. This rate includes a margin paid to the lender based on overall leverage, and may increase or decrease as the Partnership’s leverage fluctuates.

(4) System Sale

On March 21, 2005, the Partnership sold the operating assets and franchise rights of its cable system in and around the communities of Marion and Eutaw, Alabama. The Marion and Eutaw systems served approximately 1,500 subscribers, and were sold at a price of $978,950, net of working capital adjustments, all of which the Partnership received at closing. The sales price was adjusted at closing for the proration of certain revenues and expenses and substantially all of the proceeds were used to pay down amounts outstanding under the Partnership’s term loan agreement.

The sale was made pursuant to an offer by Sky Cablevision of Greene County, which was formalized in a Purchase and Sale Agreement dated March 10, 2005. Based on the offer made by Sky Cablevision of Greene County, management determined that acceptance would be in the best economic interest of the Partnership, and that the sale was not a result of declining or deteriorating operations nor was it necessary to create liquidity or reduce outstanding debt. It is the opinion of management that the Partnership could have continued existing operations and met all obligations as they became due.

The assets and liabilities attributable to the Marion and Eutaw systems as of December 31, 2004 consisted of the following:

In addition, the revenue, expenses and other items attributable to the operations of the Marion and Eutaw systems for the period from January 1, 2005 to March 21, 2005 (the date of the sale of the systems), and for the three months ended March 31, 2004 have been reported as discontinued operations in the accompanying statements of operations, and include the following:

In accordance with EITF 87-24, “Allocation of Interest to Discontinued Operations”, the Partnership allocated interest expense to discontinued operations using the historic weighted average interest rate applicable to the Partnership’s term loan and approximately $970,000 in principal payments, which were applied to the term loan as a result of the sale of Marion and Eutaw systems.

PART I (continued)

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

Results of Continuing Operations — Three Months Ended March 31, 2005 and 2004

Revenues attributable to continuing operations totaled $880,610 for the three months ended March 31, 2005, representing an increase of $39,129 or approximately 5% over the same period in 2004. Rate increases implemented during 2004 and increased revenue from the Partnership’s high speed Internet product were offset by decreases in subscribers. Total basic subscribers attributable to continuing operations decreased from 6,427 as of March 31, 2004 to 5,984 as of March 31, 2005. The loss in subscribers is a result of several factors including competition from DBS providers, availability of off-air signals in the Partnership’s markets and regional and local economic conditions. To reverse this customer trend, the Partnership is increasing its customer retention efforts and its emphasis on bundling its video and data products.

Of these revenues, $651,603 (74%) was derived from basic services, $45,445 (5%) from premium services, $56,779 (7%) from expanded basic services, $6,741 (1%) from digital services, $43,580 (5%) from high speed Internet services, $29,127 (3%) from advertising, $17,830 (2%) from late fees and $29,505 (3%) from other sources.

Cable system operating expenses attributable to continuing operations totaled $105,088 for the three months ended March 31, 2005, representing an increase of $12,478 or approximately 13% over the same period in 2004. Such increase is primarily attributable to increased operating salaries and increased pole rental expense in certain of the Partnership’s systems.

General and administrative expenses attributable to continuing operations totaled $221,862 for the three months ended March 31, 2005, representing a decrease of $7,634 or approximately 3% over the same period in 2004. This decrease is primarily attributable to decreases in bad debt expenses, audit fees and other general overhead costs.

Programming expenses attributable to continuing operations totaled $281,449 for the three months ended March 31, 2005, representing an increase of $26,197 or approximately 10% over the same period in 2004. Such increase is primarily attributable to higher costs charged by various program suppliers and increased costs associated with the Partnership’s high speed Internet product.

Depreciation and amortization expense attributable to continuing operations for the three months ended March 31, 2005 decreased approximately 36% from $229,884 for the three months ended March 31, 2004 to $146,683 for the three months ended March 31, 2005. Such decrease is attributable certain assets becoming fully depreciated, offset by depreciation of recent purchases related to the upgrade of plant and equipment.

Interest expense and amortization of loan fees allocated to continuing operations for the three months ended March 31, 2005 remained relatively constant with the same period in 2004. The effect of routine principal payments was offset by an increase in interest rates.

In accordance with EITF 87-24, “Allocation of Interest to Discontinued Operations”, the Partnership allocated interest expense to discontinued operations using the historic weighted average interest rate applicable to the Partnership’s term loan and approximately $970,000 in principal payments, which were applied to the term loan as a result of the sale of the Marion and Eutaw systems.

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 services. Losses from uncollectible accounts have not been material. Based on management’s analysis, the Partnership’s cash flow from operations and cash on hand will be sufficient to cover future operating costs, debt service, planned capital expenditures and working capital needs over the next twelve-month period.

Net cash provided by operating activities totaled $335,367 for the three months ended March 31, 2005. Adjustments to the $924,866 net income for the period to reconcile to net cash provided by operating activities

consisted primarily of a gain on the sale of the Marion and Eutaw systems of $756,130, offset by depreciation and amortization of $148,368 and changes in other operating assets and liabilities of $12,749.

Net cash provided by investing activities consisted of proceeds from the sale of the Marion and Eutaw systems of $978,950, offset by $148,421 in capital expenditures for the three months ended March 31, 2005.

Net cash used in financing activities for the three months ended March 31, 2005, consisted of $1,018,950 in principal payments on long-term debt.

Term Loan

     In December 2004, the Partnership agreed to certain terms and conditions with its existing lender and amended its credit agreement. The terms of the amendment modify the principal repayment schedule and the Funded Debt to Cash Flow Ratio (described below). The term loan is collateralized by a first lien position on all present and future assets of the Partnership. Interest rates vary based on certain financial covenants. Principal payments plus interest are due quarterly until maturity on December 31, 2007. In connection with the amendment, the Partnership is amortizing the remaining loan fees over the term of the new agreement. As of March 31, 2005, the balance of the term loan agreement was $2,468,768.

     Annual maturities of the term loan after March 31, 2005 are as follows:

     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 3.75 to 1 decreasing over time to 3.00 to 1, a Cash Flow Coverage Ratio of no less than 1.10 to 1, and a limitation on the maximum amount of annual capital expenditures of $1,200,000, among other restrictions. The General Partner submits quarterly debt compliance reports to the Partnership’s creditor under this agreement. At March 31, 2005, the Partnership was in compliance with the terms of the agreement.

As of the date of this filing, the balance under the credit facility is $2,468,768 bearing interest at a LIBOR based rate of 5.13%. This interest rate expires June 30, 2005, at which time a new rate will be established. This rate includes a margin paid to the lender based on overall leverage, and may increase or decrease as the Partnership’s leverage fluctuates.

System Sale

On March 21, 2005, the Partnership sold the operating assets and franchise rights of its cable system in and around the communities of Marion and Eutaw, Alabama. The Marion and Eutaw systems served approximately 1,500 subscribers, and were sold at a price of $978,950, net of working capital adjustments, all of which the Partnership received at closing. The sales price was adjusted at closing for the proration of certain revenues and expenses and substantially all of the proceeds were used to pay down amounts outstanding under the Partnership’s term loan agreement.

The sale was made pursuant to an offer by Sky Cablevision of Greene County, which was formalized in a Purchase and Sale Agreement dated March 10, 2005. Based on the offer made by Sky Cablevision of Greene County, management determined that acceptance would be in the best economic interest of the Partnership, and that the sale was not a result of declining or deteriorating operations nor was it necessary to create liquidity or reduce outstanding debt. It is the opinion of management that the Partnership could have continued existing operations and met all obligations as they became due.

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, 2005:

Capital Expenditures

During the first quarter of 2005, the Partnership paid approximately $148,000 in capital expenditures. These expenditures include the continuation of a two-way system plant upgrade to 450 MHz in the Aliceville, AL system, which expands the continued launch of high-speed Internet services, and the continued deployment of new high-speed Internet services in the Swainsboro, GA system. In addition, improvement of existing plant equipment for all systems, including cable line drops, is an ongoing capital expenditure.

The Company plans to invest approximately $657,000 in capital expenditures during the remainder of 2005. Planned expenditures include the continuation of distribution plant upgrades in both systems, the launch of new digital services in Aliceville, potential line extension opportunities and the continued deployment of high-speed Internet services.

Recently Issued Accounting Pronouncements

In November 2004, the EITF ratified its consensus on Issue No. 03-13, “Applying the Conditions in paragraph 42 of FASB Statement No. 144 in Determining Whether to Report Discontinued Operations” (“EITF 03-13”). EITF 03-13 relates to components of an enterprise that are either disposed of or classified as held for sale. EITF 03-13 allows significant events or circumstances that occur after the balance sheet date but before the issuance of financials statements to be taken into consideration in the evaluation of whether a component should be presented as discontinued or continuing operations, and modifies assessment period guidance to allow for an assessment period of greater than one year. The implementation of EITF 03-13 does not have a material impact on the Partnership’s financial statements.

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. 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 periodically performs evaluations of these estimates as warranted by events or changes in circumstances.

In accordance with SFAS No. 51, “Financial Reporting by Cable Television Companies,” the Partnership also 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 - In accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” the Partnership does not amortize goodwill or any other 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, or on an interim basis if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value.

Management believes the franchises have indefinite lives because the franchises are expected to be used by the Partnership for the foreseeable future and effects of obsolescence, competition and other factors are minimal. In addition, the level of maintenance expenditures required to obtain the future cash flows expected from the franchises are 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 LIBOR or the prime rate, which are 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 $25,000.

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 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

     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 conditions, prospects or debt service abilities.

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 and Reports on Form 8-K

     (a) Exhibit Index

	31(a).	Certification of Chief Executive Officer of Northland Communications Corporation, the General Partner, dated May 12, 2005 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, 2005 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, 2005 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, 2005 pursuant to section 906 of the Sarbanes-Oxley Act

     (b) Reports on Form 8-K

          None.

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