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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the period ended September 30, 2012

or

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)

(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

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PART 1 - FINANCIAL INFORMATION

ITEM 1. Financial Statements

NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

CONDENSED BALANCE SHEETS - (UNAUDITED)

(Prepared by the Managing General Partner)

The accompanying notes are an integral part of these statements.

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NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF OPERATIONS - (UNAUDITED)

(Prepared by the Managing General Partner)

The accompanying notes are an integral part of these statements.

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NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF OPERATIONS - (UNAUDITED)

(Prepared by the Managing General Partner)

The accompanying notes are an integral part of these statements.

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NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF CASH FLOWS - (UNAUDITED)

(Prepared by the Managing General Partner)

The accompanying notes are an integral part of these statements.

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NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(1) Basis of Presentation

These unaudited financial statements are being filed in conformity with Rule 10-01 of Regulation S-X regarding interim financial statement disclosure and do not contain all of the necessary footnote disclosures required for a full presentation of the balance sheets, statements of operations and statements of cash flows in conformity with accounting principles generally accepted in the United States of America. However, in the opinion of management, these statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Partnership’s financial position at September 30, 2012, its statements of operations for the three and nine months ended September 30, 2012 and 2011, and its statements of cash flows for the nine months ended September 30, 2012 and 2011. 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, 2011.

(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.

During the third quarter of 2011 the Partnership received an offer to purchase its cable systems constituting a triggering event under ASC 350. The Partnership tested and determined that the carrying value of the franchise agreements associated with its systems exceeded such assets fair value as of September 30, 2011. This was primarily the result of the offer price to purchase the Partnerships cable systems being lower than its net book value. As a result, the Partnership recognized an estimated impairment loss of $860,000 in 2011.

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

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 September 30, 2012, the balance of the term loan agreement was $628,376.

Annual maturities of the term loan after September 30, 2012 are as follows:

On March 31, 2013 the Partnership’s term loan matures and $553,376 becomes due and payable as of that date.

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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 September 30, 2012, 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 September 30, 2012, the balance under the credit facility was $628,376 at a LIBOR based interest rate of 3.22%. This interest rate expired on October 31, 2012, at which time the LIBOR based rate of 3.21% was extended through November 30, 2012.

(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) Escrow Proceeds and 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.

(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:

The following table summarizes the balances of assets measured at fair value on a recurring basis at September 30, 2012.

The following table summarizes the balances of assets measured at fair value on a recurring basis at December 31, 2011.

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

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PART I (continued)

Results of Operations - Nine months ended September 30, 2012 and 2011

Total video basic subscribers decreased from 4,095 as of September 30, 2011 to 3,815 as of September 30, 2012. 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 marketing and customer retention efforts and its emphasis on bundling its video, data and phone products.

Revenue totaled $3,182,161 for the nine months ended September 30, 2012, an increase of 2% from $3,115,909 for the nine months ended September 30, 2011. Revenues for the nine months ended September 30, 2012 were comprised of the following sources:

Average monthly revenue per subscriber increased $7.07 or approximately 8.6% from $81.80 for the nine months ended September 30, 2011 to $88.87 for the nine months ended September 30, 2012. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2012, 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 $358,448 for the nine months ended September 30, 2012, an increase of approximately 2.7% from the same period in 2011. Increases primarily attributable to higher pole rental expense, system utilities and vehicle operating expenses for the nine months ended September 30, 2012, were offset by deductibles and coinsurance costs related to certain insurance claims made as a result tornado damage to system assets in 2011, totaling $17,556 that was recorded as an operating loss for the same period in 2011.

General and administrative expenses totaled $882,026 for the nine months ended September 30, 2012, an increase of approximately 5.2% from $838,101 for the same period in 2011. This increase is primarily attributable to higher administrative salaries, administrative services, and SEC reporting expenses.

Programming expenses totaled $1,254,961 for the nine months ended September 30, 2012, representing an increase of $32,505 or approximately 2.7% over the same period in 2011. 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 $393,670 for the nine months ended September 30, 2012, a decrease of approximately 5.6% over the same period in 2011. Certain assets becoming fully depreciated were partially offset by depreciation of recent purchases related to the upgrade of plant and equipment.

Interest expense and amortization of loan fees totaled $22,274 for the nine months ended September 30, 2012, a decrease of approximately 24% over the same period in 2011. This decrease is attributable to lower average outstanding indebtedness as a result of required principal payments.

Loss on impairment of franchise agreements totaled $860,000 for the nine months ended September 30, 2011, and resulted from the write down of the carrying value of the Partnerships franchise agreements to their fair value.

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Loss on disposal of assets totaled $24,588 for the nine months ended September 30, 2012, and consists primarily of costs incurred in connection with the Millport and Aliceville tower wreck out and asset disposal.

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 5). The escrow proceeds were recorded as other income during the first quarter of 2011.

Results of Operations - Three months ended September 30, 2012 and 2011

Total video basic subscribers decreased from 4,095 as of September 30, 2011 to 3,815 as of September 30, 2012. 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 $1,051,043 for the three months ended September 30, 2012, an increase of 3.2% from $1,018,612 for the three months ended September 30, 2011. Revenues for the three months ended September 30, 2012 were comprised of the following sources:

Average monthly revenue per subscriber increased $8.57 or approximately 10.4% from $82.52 for three months ended September 30, 2011 to $91.09 for the three months ended September 30, 2012. This increase is attributable to rate increases implemented throughout the Partnership’s systems during the first quarter of 2012, 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 $121,446 for the three months ended September 30, 2012, a decrease of approximately 8.6% from the same period in 2011. This decrease is primarily attributable deductibles and coinsurance costs related to certain insurance claims made as a result tornado damage to system assets in 2011, resulting in a total of $17,556 that was recorded as an operating loss for the three months ended September 30, 2011.

General and administrative expenses totaled $299,152 for the three months ended September 30, 2012, an increase of approximately 1.8% from $293,970 for the same period in 2011. This increase is primarily attributable to higher administrative salaries.

Programming expenses totaled $418,262 for the three months ended September 30, 2012, an increase of approximately 4.8% from the same period in 2011. Higher costs charged by various program suppliers and higher costs associated with the increase in high-speed Internet and telephone subscribers, were offset by the aforementioned decrease in video subscribers and lower circuit costs. 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 increased programming costs in the future, assuming that the number of subscribers remains constant.

Depreciation expense totaled $131,538 for the three months ended September 30, 2012, a decrease of approximately 5.2% over the same period in 2011. Certain assets becoming fully depreciated were partially offset by depreciation of recent purchases related to the upgrade of plant and equipment.

Loss on impairment of franchise agreements totaled $860,000 for the three months ended September 30, 2011, and resulted from the write down of the carrying value of the Partnerships franchise agreements to their fair value.

Interest expense and amortization of loan fees totaled $6,832 for the three months ended September 30, 2012, a decrease of approximately 26% over the same period in 2011. This decrease is attributable to lower average outstanding indebtedness as a result of required principal payments.

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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 March 31, 2013 the Partnership’s term loan matures and $553,376 becomes due and payable as of that date.

Net cash provided by operating activities totaled $590,411 for the nine months ended September 30, 2012. Adjustments to the $246,457 net income for the period to reconcile to net cash provided by operating activities consisted primarily of depreciation of $393,670, offset by changes in other operating assets and liabilities of $(57,325).

Net cash used in investing activities totaled $374,984 for the nine months ended September 30, 2012 and consisted primarily of purchases of property and equipment.

Net cash used in financing activities for the nine months ended September 30, 2012 consisted of $300,000 in principal payments on the term loan.

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 September 30, 2012, the balance of the term loan agreement was $628,376.

Annual maturities of the term loan after September 30, 2012 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 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 $628,376 at a LIBOR based interest rate of 3.22%. This interest rate expired on October 31, 2012, at which time the LIBOR based rate of 3.21% was extended through November 30, 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 September 30, 2012:

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Capital Expenditures

During the first nine months of 2012, the Partnership paid approximately $375,000 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 $131,000 on capital expenditures during the remainder of 2012. 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

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

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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.

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 $6,000.

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.

The Partnership maintains disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The Chief Executive Officer and President (Principal Financial and Accounting Officer) of the Managing General Partner have evaluated these disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q and have determined that such disclosure controls and procedures are effective.

There has been no change during the most recent quarter in the Partnership’s internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1 Legal proceedings

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.

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 2011 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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

BY: Northland Communications Corporation,

General Partner

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