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 September 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 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 9
Item 4. Controls and Procedures 10
Part II.
Other Information 11-12
CNL INCOME FUND VIII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
September 30, December 31,
2003 2002
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 17,954,875 $ 18,256,782
Net investment in direct financing leases 4,406,218 4,559,231
Investment in joint ventures 4,575,009 4,609,998
Cash and cash equivalents 1,621,305 1,571,487
Certificates of deposit 386,516 382,249
Receivables, less allowance for doubtful accounts
of $15,033 and $9,084, respectively 1,389 82,220
Accrued rental income 1,365,194 1,392,675
Other assets 89,444 87,223
------------------ -------------------
$ 30,399,950 $ 30,941,865
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 13,803 $ 3,622
Real estate taxes payable 29,145 3,207
Distributions payable 787,501 962,501
Due to related parties 72,566 69,383
Rents paid in advance and deposits 124,029 87,173
------------------ -------------------
Total liabilities 1,027,044 1,125,886
Minority interest 103,068 104,755
Partners' capital 29,269,838 29,711,224
------------------ -------------------
$ 30,399,950 $ 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 Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
-------------- -------------- --------------- --------------
Revenues:
Rental income from operating leases $ 574,353 $ 547,128 $ 1,723,056 $ 1,561,662
Earned income from direct financing leases 140,571 146,922 426,662 442,936
Contingent rental income 9,381 10,243 12,131 19,490
Interest and other income 3,451 9,255 9,518 61,485
------------- -------------- -------------- --------------
727,756 713,548 2,171,367 2,085,573
-------------- -------------- --------------- --------------
Expenses:
General operating and administrative 55,300 65,497 195,663 220,489
Property related 4,838 10,591 26,976 61,073
State and other taxes -- -- 45,737 30,446
Depreciation 99,690 91,049 301,907 264,829
-------------- -------------- --------------- --------------
159,828 167,137 570,283 576,837
-------------- -------------- --------------- --------------
Income Before Minority Interest in Income of
Consolidated Joint Venture and Equity in
Earnings of Unconsolidated Joint Ventures 567,928 546,411 1,601,084 1,508,736
Minority Interest in Income of Consolidated
Joint Venture (3,167 ) (3,252 ) (9,496 ) (9,634 )
Equity in Earnings of Unconsolidated Joint
Ventures 109,926 239,385 329,529 539,346
-------------- -------------- --------------- --------------
Income from Continuing Operations 674,687 782,544 1,921,117 2,038,448
-------------- -------------- --------------- --------------
Discontinued Operations:
Income from discontinued operations -- -- -- 55,304
Gain on disposal of discontinued operations -- -- -- 279,813
-------------- -------------- --------------- --------------
-- -- -- 335,117
-------------- -------------- --------------- --------------
Net Income $ 674,687 $ 782,544 $ 1,921,117 $ 2,373,565
============== ============== =============== ==============
Income Per Limited Partner Unit
Continuing operations $ 0.02 $ 0.02 $ 0.05 $ 0.06
Discontinued operations -- -- -- 0.01
-------------- -------------- --------------- --------------
$ 0.02 $ 0.02 $ 0.05 $ 0.07
============== ============== =============== ==============
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
Nine Months Ended Year Ended
September 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 1,921,117 3,097,152
Distributions ($0.068 and $0.095 per
limited partner unit, respectively) (2,362,503 ) (3,325,004 )
--------------------- ------------------
28,983,489 29,424,875
--------------------- ------------------
Total partners' capital $ 29,269,838 $ 29,711,224
===================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND VIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
2003 2002
--------------- --------------
Net Cash Provided by Operating Activities $ 2,608,517 $ 2,509,844
--------------- --------------
Cash Flows from Investing Activities:
Additions to real estate properties with operating leases -- (2,894,329 )
Proceeds from sale of assets -- 1,184,559
Investment in joint ventures -- (1,240,733 )
Return of capital from joint venture -- 265,926
Liquidating distribution from joint venture -- 1,048,605
Collections on mortgage notes receivable -- 917,857
Investment in certificates of deposit (386,215 ) (376,202 )
Redemption of certificates of deposit 376,202 368,111
--------------- --------------
Net cash used in investing activities (10,013 ) (726,206 )
--------------- --------------
Cash Flows from Financing Activities:
Distributions to limited partners (2,537,503 ) (2,362,503 )
Distributions to holder of minority interest (11,183 ) (11,190 )
--------------- --------------
Net cash used in financing activities (2,548,686 ) (2,373,693 )
--------------- --------------
Net Increase (Decrease) in Cash and Cash Equivalents 49,818 (590,055 )
Cash and Cash Equivalents at Beginning of Period 1,571,487 2,085,133
--------------- --------------
Cash and Cash Equivalents at End of Period $ 1,621,305 $ 1,495,078
=============== ==============
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 Nine Months Ended September 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 nine months ended September 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, the Financial Accounting Standards Board ("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 ending after December 15, 2003. The
general partners believe adoption of this standard may result in either
consolidation or additional disclosure requirements of 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.
In May 2003, the FASB issued FASB Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity" ("FAS 150"). FAS 150 establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics
of both liabilities and equity. FAS 150 will require issuers to classify
certain financial instruments as liabilities (or assets in some
circumstances) that previously were classified as equity. One requirement
of FAS 150 is that minority interests for majority owned finite lived
entities be classified as a liability and recorded at fair market value.
FAS 150 initially applied immediately to all financial instruments entered
into or modified after May 31, 2003, and otherwise was effective at the
beginning of the first interim period beginning after June 15, 2003.
Effective October 29, 2003, the FASB deferred implementation of FAS 150 as
it applies to minority interests of finite lived Partnerships. The deferral
of these provisions is expected to remain in effect while these interests
are addressed in either Phase II of the FASB's Liabilities and Equity
project or Phase II of the FASB's Business Combinations project; therefore,
no specific timing for the implementation of these provisions has been
stated. The implementation of the currently effective aspects of FAS 150
did not have an impact on the Partnership's results of operations.
CNL INCOME FUND VIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2003 and 2002
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
Properties directly as of September 30, 2003 and 2002. In addition, the
Partnership also owned 13 Properties indirectly through joint venture or tenancy
in common arrangements as of September 30, 2003 and 2002.
Capital Resources
Cash from operating activities was $2,608,517 and $2,509,844 for the
nine months ended September 30, 2003 and 2002, respectively. Cash and cash
equivalents of the Partnership were $1,621,305 at September 30, 2003, as
compared to $1,571,487 at December 31, 2002. At September 30, 2003, these funds
were held in demand deposit accounts at commercial banks and certificates of
deposit with a maturity date of 90 days or less. The funds remaining at
September 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 $2,362,503 for each of
the nine months ended September 30, 2003 and 2002 ($787,501 for each of the
quarters ended September 30, 2003 and 2002). This represents distributions for
each applicable nine months of $0.068 per unit ($0.023 per unit for each
applicable quarter). No distributions were made to the general partners for the
quarters and nine months ended September 30, 2003 and 2002. No amounts
distributed to the limited partners for the nine months ended September 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, including distributions payable, were $1,027,044 at
September 30, 2003, as compared to $1,125,886 at December 31, 2002. The decrease
was primarily a result of the payment of a special distribution to the limited
partners during the nine months ended September 30, 2003, which was accrued at
December 31, 2002. The decrease was partially offset by an increase in rents
paid in advance and deposits at September 30, 2003. 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 $2,149,718 for the nine months ended
September 30, 2003 as compared to $2,004,598 in the same period in 2002, of
which $714,924 and $694,050 were earned during the third quarter of 2003 and
2002, respectively. The increase in rental revenues during the quarter and nine
months ended September 30, 2003, as compared to the same period in 2002, was the
result of the 2002 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 November 7, 2003, the
Partnership has continued to receive rental payments relating to this lease.
While the tenant has neither rejected nor affirmed the lease, 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 nine months ended September 30, 2003 and 2002, the
Partnership earned $329,529 and $539,346, respectively, attributable to net
income earned by unconsolidated joint ventures, of which $109,926 and $239,385
were earned during the third quarter of 2003 and 2002, respectively. Net income
earned by unconsolidated joint ventures was higher during the quarter and nine
months ended September 30, 2002, because CNL Restaurant Investments 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 2002, its Property in Pontiac,
Michigan to the tenant resulting in a loss of approximately $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 nine months ended September 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 resulting in a gain
of approximately $199,300. The Partnership owned a 66% interest in this
Property. The Partnership recognized its pro-rata share of the gain from this
sale, as described below.
The decrease in net income earned by unconsolidated joint ventures
during the quarter and nine months ended September 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 nine months ended September 30, 2003 and 2002, the
Partnership also earned $9,518 and $61,485, respectively, in interest and other
income, of which $3,451 and $9,255 were earned during the third quarter of 2003
and 2002, respectively. The decrease in interest and other income during the
quarter and nine months ended September 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 $570,283 and
$576,837 for the nine months ended September 30, 2003 and 2002, respectively, of
which $159,828 and $167,137 were incurred during the third quarter of 2003 and
2002. Total operating expenses during the nine months ended September 30, 2003
remained constant, as compared to the same period in 2002. However, during this
nine 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 nine months
ended September 30, 2002 because the Partnership elected to reimburse the tenant
of several Golden Corral Properties for certain renovation costs. During the
nine months ended September 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 $55,304 during the nine months ended September 30,
2002 relating to this Property.
In January 2003, the Financial Accounting Standards Board ("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 ending after December 15,
2003. The general partners believe adoption of this standard may result in
either consolidation or additional disclosure requirements of 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.
In May 2003, the FASB issued FASB Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity" ("FAS 150"). FAS 150 establishes standards for how an issuer classifies
and measures certain financial instruments with characteristics of both
liabilities and equity. FAS 150 will require issuers to classify certain
financial instruments as liabilities (or assets in some circumstances) that
previously were classified as equity. One requirement of FAS 150 is that
minority interests for majority owned finite lived entities be classified as a
liability and recorded at fair market value. FAS 150 initially applied
immediately to all financial instruments entered into or modified after May 31,
2003, and otherwise was effective at the beginning of the first interim period
beginning after June 15, 2003. Effective October 29, 2003, the FASB deferred
implementation of FAS 150 as it applies to minority interests of finite lived
Partnerships. The deferral of these provisions is expected to remain in effect
while these interests are addressed in either Phase II of the FASB's Liabilities
and Equity project or Phase II of the FASB's Business Combinations project;
therefore, no specific timing for the implementation of these provisions has
been stated. The implementation of the currently effective aspects of FAS 150
did not have an impact on 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.
-----------------
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
September 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 10th day of November, 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