FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended June 30, 2003
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OR
( ) 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
0-19139
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CNL Income Fund VIII, Ltd.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2963338
- ---------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801
- ---------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
-----------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes___ No X
CONTENTS
Page
Part I.
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-8
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 8
Item 4. Controls and Procedures 8
Part II.
Other Information 9-10
CNL INCOME FUND VIII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2003 2002
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 18,054,565 $ 18,256,782
Net investment in direct financing leases 4,458,872 4,559,231
Investment in joint ventures 4,581,642 4,609,998
Cash and cash equivalents 1,558,516 1,571,487
Certificates of deposit 385,306 382,249
Receivables, less allowance for doubtful accounts
of $15,033 and $9,084, respectively 1,363 82,220
Accrued rental income 1,374,354 1,392,675
Other assets 78,340 87,223
------------------ -------------------
$ 30,492,958 $ 30,941,865
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 13,083 $ 3,622
Real estate taxes payable 25,194 3,207
Distributions payable 787,501 962,501
Due to related parties 71,646 69,383
Rents paid in advance and deposits 109,309 87,173
------------------ -------------------
Total liabilities 1,006,733 1,125,886
Minority interest 103,573 104,755
Partners' capital 29,382,652 29,711,224
------------------ -------------------
$ 30,492,958 $ 30,941,865
================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND VIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
-------------- -------------- --------------- --------------
Revenues:
Rental income from operating leases $ 574,350 $ 510,336 $ 1,148,703 $ 1,014,534
Earned income from direct financing leases 142,239 146,359 286,091 296,014
Contingent rental income 6,282 5,004 2,750 9,247
Interest and other income 2,782 24,314 6,067 52,230
-------------- -------------- --------------- --------------
725,653 686,013 1,443,611 1,372,025
-------------- -------------- --------------- --------------
Expenses:
General operating and administrative 63,277 71,557 140,363 154,992
Property related 7,504 48,154 22,138 50,482
State and other taxes -- -- 45,737 30,446
Depreciation 99,690 87,824 202,217 173,780
-------------- -------------- --------------- --------------
170,471 207,535 410,455 409,700
-------------- -------------- --------------- --------------
Income Before Minority Interest in Income of
Consolidated Joint Venture and Equity in
Earnings of Unconsolidated Joint Ventures 555,182 478,478 1,033,156 962,325
Minority Interest in Income of Consolidated
Joint Venture (3,113 ) (3,240 ) (6,329 ) (6,382 )
Equity in Earnings of Unconsolidated Joint
Ventures 109,088 198,391 219,603 299,961
-------------- -------------- --------------- --------------
Income from Continuing Operations 661,157 673,629 1,246,430 1,255,904
-------------- -------------- --------------- --------------
Discontinued Operations:
Income from discontinued operations -- 16,972 -- 55,304
Gain on disposal of discontinued operations -- 279,813 -- 279,813
-------------- -------------- --------------- --------------
-- 296,785 -- 335,117
-------------- -------------- --------------- --------------
Net Income $ 661,157 $ 970,414 $ 1,246,430 $ 1,591,021
============== ============== =============== ==============
Income Per Limited Partner Unit
Continuing operations $ 0.019 $ 0.020 $ 0.036 $ 0.035
Discontinued operations -- 0.008 -- 0.010
-------------- -------------- --------------- --------------
$ 0.019 $ 0.028 $ 0.036 $ 0.045
============== ============== =============== ==============
Weighted Average Number of Limited Partner
Units Outstanding 35,000,000 35,000,000 35,000,000 35,000,000
============== ============== =============== ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND VIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2003 2002
-------------------- ------------------
General partners:
Beginning balance $ 286,349 $ 286,349
Net income -- --
-------------------- ------------------
286,349 286,349
-------------------- ------------------
Limited partners:
Beginning balance 29,424,875 29,652,727
Net income 1,246,430 3,097,152
Distributions ($0.045 and $0.095 per
limited partner unit, respectively) (1,575,002 ) (3,325,004 )
-------------------- ------------------
29,096,303 29,424,875
-------------------- ------------------
Total partners' capital $ 29,382,652 $ 29,711,224
==================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND VIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2003 2002
--------------- --------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 1,744,542 $ 1,660,488
--------------- --------------
Cash Flows from Investing Activities:
Additions to real estate properties with operating leases -- (1,800,478 )
Proceeds from sale of real estate properties -- 1,184,559
Investment in joint ventures -- (3,823 )
Return of capital from joint venture -- 265,926
Collections on mortgage notes receivable -- 917,857
Increase in restricted cash -- (29,479 )
--------------- --------------
Net cash provided by investing activities -- 534,562
--------------- --------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,750,002 ) (1,575,002 )
Distributions to holder of minority interest (7,511 ) (7,309 )
--------------- --------------
Net cash used in financing activities (1,757,513 ) (1,582,311 )
--------------- --------------
Net Increase (Decrease) in Cash and Cash Equivalents (12,971 ) 612,739
Cash and Cash Equivalents at Beginning of Period 1,571,487 2,085,133
--------------- --------------
Cash and Cash Equivalents at End of Period $ 1,558,516 $ 2,697,872
=============== ==============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 787,501 $ 787,501
=============== ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND VIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2003 and 2002
1. Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and six months ended June 30, 2003, may not be
indicative of the results that may be expected for the year ending
December 31, 2003. Amounts as of December 31, 2002, included in the
financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund VIII, Ltd. (the "Partnership") for the year ended December
31, 2002.
The Partnership accounts for its approximate 88% interest in Woodway
Joint Venture using the consolidation method. Minority interest
represents the minority joint venture partner's proportionate share of
the equity in the Partnership's consolidated joint venture. All
significant intercompany accounts and transactions have been
eliminated.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and
strengthen existing accounting guidance that addresses when a company
should include the assets, liabilities and activities of another entity
in its financial statements. To improve financial reporting by
companies involved with variable interest entities (more commonly
referred to as special-purpose entities or off-balance sheet
structures), FIN 46 requires that a variable interest entity be
consolidated by a company if that company is subject to a majority risk
of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. Prior to
FIN 46, a company generally included another entity in its consolidated
financial statements only if it controlled the entity through voting
interests. The consolidation requirements of FIN 46 apply immediately
to variable interest entities created after January 31, 2003, and to
older entities, in the first fiscal year or interim period beginning
after June 15, 2003. The general partners believe adoption of this
standard may result in either consolidation or additional disclosure
requirements with respect to the Partnership's unconsolidated joint
ventures, which are currently accounted for under the equity method.
However, such consolidation is not expected to significantly impact the
Partnership's results of operations.
2. Reclassification:
Certain items in the prior year's financial statements have been
reclassified to conform to 2003 presentation. These reclassifications
had no effect on total partners' capital or net income.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund VIII, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on August 18, 1989 to acquire for cash, either
directly or through joint venture arrangements, both newly constructed and
existing restaurants, as well as land upon which restaurants were to be
constructed (the "Properties"), which are leased primarily to operators of
national and regional fast-food and family-style restaurant chains. The leases
are triple-net leases, with the lessees responsible for all repairs and
maintenance, property taxes, insurance and utilities. The Partnership owned 26
and 24 Properties directly as of June 30, 2003 and 2002, respectively. In
addition, the Partnership also owned 13 and 12 Properties indirectly through
joint venture or tenancy in common arrangements as of June 30, 2003 and 2002,
respectively.
Capital Resources
Cash from operating activities was $1,744,542 and $1,660,488 for the
six months ended June 30, 2003 and 2002, respectively. Cash and cash equivalents
of the Partnership were $1,558,516 at June 30, 2003, as compared to $1,571,487
at December 31, 2002. At June 30, 2003, these funds were invested in short-term,
highly liquid investments such as demand deposit accounts at commercial banks,
money market accounts and certificates of deposit with a maturity date of 90
days or less, pending the Partnership's use of such funds to pay Partnership
expenses or to make distributions to the partners. The funds remaining at June
30, 2003, after payment of distributions and other liabilities, will be used to
meet the Partnership's working capital needs.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who meet specified
financial standards minimizes the Partnership's operating expenses. The general
partners believe that the leases will generate net cash flow in excess of
operating expenses.
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the Partnership's operations.
The Partnership generally distributes cash from operations remaining
after the payment of the operating expenses of the Partnership, to the extent
that the general partners determine that such funds are available for
distribution. Based on current and anticipated future cash from operations, the
Partnership declared distributions to limited partners of $1,575,002 for each of
the six months ended June 30, 2003 and 2002 ($787,501 for each of the quarters
ended June 30, 2003 and 2002). This represents distributions for each applicable
six months of $0.045 per unit ($0.023 per unit for each applicable quarter). No
distributions were made to the general partners for the quarters and six months
ended June 30, 2003 and 2002. No amounts distributed to the limited partners for
the six months ended June 30, 2003 and 2002 are required to be or have been
treated by the Partnership as a return of capital for purposes of calculating
the limited partners' return on their adjusted capital contributions. The
Partnership intends to continue to make distributions of cash available for
distribution to the limited partners on a quarterly basis.
Total liabilities of the Partnership, including distributions payable,
decreased to $1,006,733 at June 30, 2003 from $1,125,886 at December 31, 2002,
primarily as a result of the payment of a special distribution to the limited
partners during the six months ended June 30, 2003, which was accrued at
December 31, 2002. The special distribution of $175,000 represented accumulated,
excess operating reserves. The general partners believe that the Partnership has
sufficient cash on hand to meet its current working capital needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $1,434,794 for the six months ended June 30,
2003 as compared to $1,310,548 in the same period in 2002, of which $716,589 and
$656,695 were earned during the second quarter of 2003 and 2002, respectively.
The increase in rental revenues during the quarter and six months ended June 30,
2003, as compared to the same period in 2002, was the result of the acquisition
of three Properties located in Ontario, Oregon; Denton, Texas; and Eden Prairie,
Minnesota using proceeds from the 2001 and 2002 sales of Properties in
Statesville, North Carolina and Baseball City, Florida, respectively, and the
proceeds received from the collection of promissory notes during 2001 and 2002
in connection with Properties sold in previous years.
In February 2002, Brandon Fast Food Services, Inc., the tenant of the
Property in Brandon, Florida, filed for bankruptcy. As of August 7, 2003, the
Partnership has continued receiving rental payments relating to this lease.
While the tenant has neither rejected nor affirmed the one lease it has with the
Partnership relating to this Property, there can be no assurance that the lease
will not be rejected in the future. The lost revenues that would result if the
tenant rejects this lease will have an adverse effect on the results of
operations of the Partnership if the Partnership is unable to re-lease the
Property in a timely manner.
During the six months ended June 30, 2003 and 2002, the Partnership
earned $219,603 and $299,961, respectively, attributable to net income earned by
unconsolidated joint ventures, of which $109,088 and $198,391 were earned during
the second quarter of 2003 and 2002, respectively. Net income earned by
unconsolidated joint ventures was higher during the quarter and six months ended
June 30, 2002, because CNL Restaurant Investment II, in which the Partnership
owns a 36.8% interest, sold its Property in Columbus, Ohio, in June 2002, to the
tenant resulting in a gain of approximately $448,300. CNL Restaurant Investments
II, also sold, in June 2003, its Property in Pontiac, Michigan to the tenant
resulting in a loss of $189,800. The Partnership recognized its pro-rata share
of the net gain resulting from these sales.
Net income earned by unconsolidated joint ventures was also higher
during the quarter and six months ended June 30, 2002, because the Partnership,
as tenants-in-common with CNL Income Fund IX, Ltd., an affiliate of the general
partners and a Florida limited partnership, sold its Property in Libertyville,
Illinois, in September 2002, to a third party. The Partnership owned a 66%
interest in this Property.
The decrease in net income earned by unconsolidated joint ventures
during the quarter and six months ended June 30, 2003 was partially offset
because, in 2002, the Partnership invested in two Properties, one in Kenosha,
Wisconsin and the other in Buffalo Grove, Illinois; the first one as a separate
tenancy in common arrangement with CNL Income Fund XVII, Ltd., and the second
one with CNL Income Fund IX, Ltd., each an affiliate of the general partners and
a Florida limited partnership. The Partnership acquired these Properties using a
portion of the return of capital received from CNL Restaurant Investments II
from its sale of the Property in Pontiac, Michigan, and a portion of the net
proceeds received from the sale of the Partnership's Property in Libertyville,
Illinois, which the Partnership held as a tenancy in common.
During the six months ended June 30, 2003 and 2002, the Partnership
also earned $6,067 and $52,230, respectively, in interest and other income, of
which $2,782 and $24,314 were earned during the second quarter of 2003 and 2002,
respectively. The decrease in interest and other income during the six months
ended June 30, 2003, was primarily due to a reduction in interest income as a
result of the collection, during 2002, of the principal balance on a mortgage
note of approximately $917,900. The proceeds were reinvested in 2002 in a
Property in Eden Prairie, Minnesota.
Operating expenses, including depreciation expense, were $410,455 and
$409,700 for the six months ended June 30, 2003 and 2002, respectively, of which
$170,471 and $207,535 were incurred during the second quarter of 2003 and 2002.
Total operating expenses during the six months ended June 30, 2003 remained
constant, as compared to the same period in 2002. However, during this six month
period, depreciation expense increased due to the acquisition of two Properties
in 2002, and state tax expense relating to several states in which the
Partnership conducts business also increased. The increase in these operating
expenses was partially offset by a decrease in the costs incurred for
administrative expenses for servicing the Partnership and its Properties.
Property expenses were also higher during the quarter and six months
ended June 30, 2002 because the Partnership elected to reimburse the tenant of
several Golden Corral Properties for certain renovation costs. During the six
months ended June 30, 2003, the Partnership incurred expenses such as real
estate taxes and legal fees relating to the Property in Brandon, Florida due to
the filing for bankruptcy in February 2002 of the tenant, Brandon Fast Food
Services, Inc., as described above.
During the year ended December 31, 2002, the Partnership identified and
sold the Property in Baseball City, Florida, which was classified as
Discontinued Operations in the accompanying financial statements. In May 2002,
the Partnership sold this Property resulting in a gain of approximately
$279,800. The Partnership recognized net rental income (rental revenues less
Property related expenses) of $16,972 and $55,304 during the quarter and six
months ended June 30, 2002, respectively, relating to this Property.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with variable
interest entities (more commonly referred to as special-purpose entities or
off-balance sheet structures), FIN 46 requires that a variable interest entity
be consolidated by a company if that company is subject to a majority risk of
loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. Prior to FIN 46, a company
generally included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. The consolidation
requirements of FIN 46 apply immediately to variable interest entities created
after January 31, 2003, and to older entities, in the first fiscal year or
interim period beginning after June 15, 2003. The general partners believe
adoption of this standard may result in either consolidation or additional
disclosure requirements with respect to the Partnership's unconsolidated joint
ventures, which are currently accounted for under the equity method. However,
such consolidation is not expected to significantly impact the Partnership's
results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's 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 principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's 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 was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
-----------------
Item 2. Changes in Securities. Inapplicable.
---------------------
Item 3. Defaults upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
---------------------------------------------------
Item 5. Other Information. Inapplicable.
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Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund VIII, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-31482 on Form S-11
and incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund VIII, Ltd. (Included as Exhibit 3.2
to Registration Statement No. 33-31482 on Form S-11
and incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund VIII, Ltd. (Included as Exhibit
4.2 to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, and
incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund VIII,
Ltd. and CNL Investment Company (Included as Exhibit
10.1 to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, and
incorporated herein by reference.)
10.2 Assignment of Management Agreement from CNL
Investment Company to CNL Income Fund Advisors, Inc.
(Included as Exhibit 10.2 to Form 10-K filed with the
Securities and Exchange Commission on March 30, 1995,
and incorporated herein by reference.)
10.3 Assignment of Management Agreement from CNL Income
Fund Advisors, Inc. to CNL Fund Advisors, Inc.
(Included as Exhibit 10.3 to Form 10-K filed with the
Securities and Exchange Commission on April 1, 1996,
and incorporated herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP. (Included as
Exhibit 10.4 to Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2001, and
incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included
as Exhibit 10.5 to Form 10-Q filed with the
Securities and Exchange Commission on August 14,
2002, and incorporated herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June
30, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 8th day of August, 2003.
CNL INCOME FUND VIII, LTD.
By: CNL REALTY CORPORATION
General Partner
By:/s/ James M. Seneff, Jr.
-----------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By:/s/ Robert A. Bourne
-----------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit Number
(c) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund VIII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-31482 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of
CNL Income Fund VIII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-31482 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership
of CNL Income Fund VIII, Ltd. (Included as Exhibit 4.2
to Form 10-K filed with the Securities and Exchange
Commission on April 1, 1996, and incorporated herein
by reference.)
10.1 Management Agreement between CNL Income Fund VIII,
Ltd. and CNL Investment Company (Included as Exhibit
10.1 to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, and incorporated
herein by reference.)
10.2 Assignment of Management Agreement from CNL Investment
Company to CNL Income Fund Advisors, Inc. (Included as
Exhibit 10.2 to Form 10-K filed with the Securities
and Exchange Commission on March 30, 1995, and
incorporated herein by reference.)
10.3 Assignment of Management Agreement from CNL Income
Fund Advisors, Inc. to CNL Fund Advisors, Inc.
(Included as Exhibit 10.3 to Form 10-K filed with the
Securities and Exchange Commission on April 1, 1996,
and incorporated herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP. (Included as
Exhibit 10.4 to Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2001, and
incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included
as Exhibit 10.5 to Form 10-Q filed with the Securities
and Exchange Commission on August 14, 2002, and
incorporated herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2