SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
/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
/ / 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: 0-20131
Fidelity Leasing Income Fund VIII, L.P.
____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 23-2627143
____________________________________________________________________________
(State of organization) (I.R.S. Employer Identification No.)
1845 Walnut Street, Suite 1000, Philadelphia, Pennsylvania 19106
____________________________________________________________________________
(Address of principal executive offices) (Zip code)
(215) 574-1636
____________________________________________________________________________
(Registrant's telephone number, including area code)
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 is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes _____ No __X__
Page 1 of 21
Part I: Financial Information
Item 1: Financial Statements
FIDELITY LEASING INCOME FUND VIII, L.P.
BALANCE SHEETS
ASSETS
(Unaudited) (Audited)
September 30, December 31,
2003 2002
________ ________
Cash and cash equivalents $ 111,075 $2,222,845
Accounts receivable 56,719 15,667
Due from related parties 4,497 22,500
Net investment in direct
financing leases 343,578 317,389
Equipment held for sale or lease 848,950 10,359
__________ __________
Total assets $1,364,819 $2,588,760
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and
accrued expenses $ 25,496 $ 55,114
Security deposits 6,069 2,683
Due to related parties 86,650 15,801
__________ __________
Total liabilities 118,215 73,598
Partners' capital 1,246,604 2,515,162
__________ __________
Total liabilities and
partners' capital $1,364,819 $2,588,760
========== ==========
The accompanying notes are an integral part of these financial statements.
2
FIDELITY LEASING INCOME FUND VIII, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
2003 2002 2003 2002
____ ____ ____ ____
Income:
Earned income on direct
financing leases $ 7,771 $11,911 $ 28,563 $ 73,460
Rentals - 8,833 5,577 72,566
Interest 4,599 18,338 21,416 55,833
Gain on sale of equipment, net 495 28,271 990 45,071
Other 451 284 2,978 2,831
_______ _______ ________ ________
13,316 67,637 59,524 249,761
_______ _______ ________ ________
Expenses:
Depreciation - 3,796 - 27,159
General and administrative 20,092 19,058 84,275 61,048
General and administrative to
related party 13,598 22,834 58,621 66,422
Management fee to related party 951 4,239 5,186 28,123
_______ _______ ________ ________
34,641 49,927 148,082 182,752
_______ _______ ________ ________
Net (loss) income ($21,325) $17,710 ($ 88,558) $ 67,009
======= ======= ======== ========
Net (loss) income per equivalent
limited partnership unit ($ 3.72) $ 1.25 ($ 13.73) $ 4.64
======= ======= ======== ========
Weighted average number of
equivalent limited partnership
units outstanding during
the period 5,677 9,659 6,383 10,821
======= ======= ======== ========
The accompanying notes are an integral part of these financial statements.
3
FIDELITY LEASING INCOME FUND VIII, L.P.
STATEMENT OF PARTNERS' CAPITAL
For the nine months ended September 30, 2003
(Unaudited)
General Limited Partners
Partner Units Amount Total
_______ _____ ______ _____
Balance, December 31, 2002 ($ 2,067) 21,695 $2,517,229 $2,515,162
Cash distributions (11,800) - (1,168,200) (1,180,000)
Net loss (886) - (87,672) (88,558)
_______ ______ __________ __________
Balance, September 30, 2003 ($14,753) 21,695 $1,261,357 $1,246,604
======= ====== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
FIDELITY LEASING INCOME FUND VIII, L.P.
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2003 and 2002
(Unaudited)
2003 2002
____ ____
Cash flows from operating activities:
Net (loss) income ($ 88,558) $ 67,009
__________ __________
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Depreciation - 27,159
Gain on sale of equipment, net (990) (45,071)
(Increase) decrease in accounts receivable (41,052) 193,410
(Increase) decrease in due from related parties 18,003 8,999
Increase (decrease) in lease rents paid
in advance - (11,836)
Increase (decrease) in accounts payable and
accrued expenses (29,618) 6,887
Increase (decrease) in due to related parties 70,849 21,255
Increase (decrease) in security deposits 3,386 -
__________ __________
20,578 200,803
__________ __________
Net cash (used in) provided by
operating activities (67,980) 267,812
__________ __________
Cash flows from investing activities:
Investment in direct financing leases (402,579) (106,605)
Acquisition of equipment, net (848,950) 15,183
Proceeds from sale of equipment 990 59,200
Proceeds from direct financing leases,
net of earned income 386,749 1,416,898
__________ __________
Net cash (used in) provided by
investing activities (863,790) 1,384,676
__________ __________
Cash flows from financing activities:
Distributions (1,180,000) (1,960,000)
__________ __________
Net cash used in financing activities (1,180,000) (1,960,000)
__________ __________
Decrease in cash and cash equivalents (2,111,770) (307,512)
Cash and cash equivalents, beginning of
period 2,222,845 2,908,429
__________ __________
Cash and cash equivalents, end of period $ 111,075 $2,600,917
========== ==========
Supplemental disclosure on non-cash investing activities:
Equipment held for sale or lease transferred
to net investment in direct financing leases $ 10,359 $ -
=========== ==========
The accompanying notes are an integral part of these financial statements.
5
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)
BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared
by the Fund in accordance with accounting principles generally accepted in
the United States of America, pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of Management, all ad-
justments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. These condensed financial statements
should be read with the audited financial statements and notes thereto as of
December 31, 2002 and for the year then ended. The results for the nine
months ended September 30, 2003 are not necessarily indicative of the results
that may be expected for the year ended December 31, 2003.
1. RECENT ACCOUNTING PRONOUNCEMENTS
The Fund adopted FASB Interpretation 45 (FIN 45), "Guarantor's Accounting
and Disclosure Requirements for Guarantees, including Indirect Guarantees
of Indebtedness of Others" on January 1, 2003. FIN 45 requires a guarantor
entity, at the inception of a guarantee covered by the measurement provi-
sions of the interpretation, to record a liability for the fair value of
the obligation undertaken in issuing the guarantee. FIN 45 applies
prospectively to guarantees the Fund issues or modifies subsequent to
December 31, 2002. The adoption of FIN 45 did not have a material impact
on the financial position or results of operations of the Fund.
In January 2003, the FASB issued FIN 46 "Consolidation of Variable Interest
Entities." FIN 46 clarifies the application of Accounting Research Bul-
letin 51, "Consolidated Financial Statements," for certain entities that
do not have sufficient equity at risk for the entity to finance its
additional subordinated financial support from other parties or in which
equity investors do not have the characteristics of a controlling
financial interest ("variable interest entities"). Variable interest
entities within the scope of FIN 46 will be required to be consolidated
by their primary beneficiary. The primary beneficiary of a variable
interest entity is determined to be the party that absorbs a majority of
the entity's expected losses, receives a majority of its expected returns,
or both. FIN 46 applies immediately to variable interest entities created
after January 31, 2003, and to variable interest entities in which an
enterprise obtains an interest after that date. It applies in the first
fiscal year or interim period beginning after December 15, 2003, to
variable interest entities in which an enterprise holds a variable interest
that it acquired before February 1, 2003. The Fund is in the process of
determining what impact, if any, the adoption of the provisions of FIN 46
will have upon its financial condition or results of operations. The Fund
does not anticipate FIN 46 to have a material impact on the financial
position or results of operations of the Fund.
6
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
1. RECENT ACCOUNTING PRONOUNCEMENTS (continued)
The Fund adopted Statement of Financial Accounting Standard 149 (SFAS
No. 149), "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities," on July 1, 2003. SFAS No. 149 clarifies and amends
SFAS No. 133 for implementation issues raised by constituents or includes
the conclusions reached by the FASB on certain FASB Staff Implementation
Issues. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003. The adoption of SFAS No. 149 did not have a material
impact on the Fund's financial position or results of operations.
The FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity," on May 15, 2003.
SFAS No. 150 changes the classification in the statement of financial
position of certain common financial instruments from either equity or
mezzanine presentation to liabilities and requires an issuer of those
financial statements to recognize changes in fair value or redemption
amount, as applicable, in earnings. SFAS No. 150 is effective for
public companies for financial instruments entered into or modified
after May 31, 2003 and is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of SFAS No. 150 did
not have a material impact on the Fund's financial position or results of
operations
2. EQUIPMENT LEASED
The Fund has equipment leased under the direct financing method in
accordance with Statement of Financial Accounting Standards No. 13.
This method provides for recognition of income (the excess of the ag-
gregate future rentals and estimated unguaranteed residuals upon
expiration of the lease over the related equipment cost) over the
life of the lease using the interest method. The Fund's direct financ-
ing leases are for initial lease terms ranging from 24 to 72 months.
Unguaranteed residuals for direct financing leases represent the
estimated amounts recoverable at lease termination from lease exten-
sions or disposition of the equipment. The Fund reviews these resid-
ual values quarterly. If the equipment's fair market value is below
the estimated residual value, an adjustment is made.
7
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
2. EQUIPMENT LEASED (continued)
The approximate net investment in direct financing leases as of
September 30, 2003 and December 31, 2002 is as follows:
September 30, 2003 December 31, 2002
(unaudited) (audited)
------------------ -----------------
Minimum lease payments to be received $387,000 $347,000
Unguaranteed residuals 13,000 -
Unearned rental income (53,000) (30,000)
Unearned residual income (3,000) -
________ ________
$344,000 $317,000
======== ========
The Fund also had equipment under an operating lease that terminated at
June 30, 2003. Generally, operating leases will not recover all of the
undepreciated cost and related expenses of its rental equipment during
the initial lease terms and so, the Fund is prepared to remarket the
equipment. Fund policy is to review quarterly the expected economic life
of its rental equipment in order to determine the recoverability of its
undepreciated cost. Recent and anticipated technological developments
affecting the equipment and competitive factors in the marketplace are
considered among other things, as part of this review. In accordance
with accounting principles generally accepted in the United States of
America, the Fund writes down its rental equipment to its estimated net
realizable value when the amounts are reasonably estimated and only
recognizes gains upon actual sale of its rental equipment. There were
no write-downs of equipment to net realizable value recorded for the nine
months ended September 30, 2003 and 2002. As of December 31, 2002, equip-
ment under operating leases was fully depreciated.
The future approximate minimum rentals to be received on noncancellable
direct financing leases as of September 30, 2003 are as follows
(unaudited):
Years Ending December 31
________________________
2003 $ 32,000
2004 127,000
2005 107,000
2006 60,000
2007 45,000
Thereafter 16,000
________
$387,000
========
8
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
3. RELATED PARTY TRANSACTIONS
The General Partner receives 4% of rental payments on equipment under
operating leases and 2% of rental payments (as opposed to earned income)
on full pay-out leases for administrative and management services
performed on behalf of the Fund. Full pay-out leases are noncancellable
leases for which the rental payments due during the initial term of the
lease are at least sufficient to recover the purchase price of the equip-
ment, including acquisition fees. This management fee is paid monthly
only if and when the Limited Partners have received distributions for the
period from the initial closing through the end of the most recent calendar
quarter equal to a return for such period at a rate of 11% per year on the
aggregate amount paid for their units.
The General Partner may also receive up to 3% of the proceeds from the
sale of the Fund's equipment for services and activities to be per-
formed in connection with the disposition of equipment. The payment
of this sales fee is deferred until the Limited Partners have received
cash distributions equal to the purchase price of their units plus an
11% cumulative compounded priority return. Based on current estimates,
it is not expected that the Fund will be required to pay this fee to
the General Partner.
The Fund and its affiliate are reimbursed by the Fund for costs incurred
to acquire equipment that is leased under operating and direct financing
leases. These expense reimbursements are capitalized to the cost of the
equipment.
Additionally, the General Partner and its parent company are reim-
bursed by the Fund for certain costs of services and materials used by
or for the Fund except those items covered by the above-mentioned fees.
Following is a summary of fees and costs of services and materials
charged by the General Partner or its parent company during the three
and nine months ended September 30, 2003 and 2002 (unaudited):
Three Months Ended Nine Months Ended
September 30 September 30
2003 2002 2003 2002
____ ____ ____ ____
Management fee $ 951 $ 4,239 $ 5,186 $28,123
Acquisition fees 16,646 - 24,540 -
Reimbursable costs 13,598 22,834 58,621 66,422
The Fund keeps its checking and investment accounts at The Bancorp Bank,
(TBB). The son and the spouse of the Chairman of Resource America,
Inc. are the Chairman and Chief Executive Officer, respectively, of TBB.
The Fund maintains a normal banking relationship with TBB.
9
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
3. RELATED PARTY TRANSACTIONS (continued)
Amounts due from related parties at September 30, 2003 and December 31,
2002 represent monies due the Fund from the General Partner and/or
other affiliated funds for rentals and sales proceeds collected and
not yet remitted to the Fund.
Amounts due to related parties at September 30, 2003 and December 31,
2002 represent monies due to the General Partner and/or its parent
company for the fees and costs mentioned above, as well as, rentals
and sales proceeds collected by the Fund on behalf of other affiliated
funds and cash distribution money to be transferred to the distribution
account.
4. CASH DISTRIBUTIONS
The General Partner declared and paid cash distributions totaling
$1,180,000 during the nine months ended September 30, 2003 for the months
of November and December 2002 and January through June of 2003. The
General Partner declared and paid cash distributions totaling $1,960,000
during the nine months ended September 30, 2002 for the months of October,
November and December 2001 and January through July 2002.
The General Partner declared and paid three cash distributions of $30,000
each subsequent to September 30, 2003 for the months ended July 31,
August 31 and September 30, 2003 to all admitted partners as of July 31,
August 31 and September 30, 2003.
10
FIDELITY LEASING INCOME FUND VIII, L.P.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Fidelity Leasing Income Fund VIII, L.P. had revenues of $13,316 and
$67,637 for the three months ended September 30, 2003 and 2002, respectively,
and $59,524 and $249,761 for the nine months ended September 30, 2003 and
2002, respectively. Earned income from direct financing leases and rental
income from the leasing of equipment accounted for 58% and 31% of total
revenues for the three months ended September 30, 2003 and 2002, respectively,
and 57% and 58% of total revenues for the nine months ended September 30, 2003
and 2002, respectively. The decrease in revenues was partly attributable to
the decrease in earned income on direct financing leases of approximately
$45,000. Earned income on direct financing leases decreased because of the
normal monthly amortization of unearned income using the interest method as
well as the sale or termination of certain direct financing leases during the
last nine months of 2002 and the first nine months of 2003. The decrease in
rental income also contributed to the decrease in total revenues. Rental
income decreased approximately $67,000 because of equipment under operating
leases that terminated and was sold during 2003 and 2002. Interest income
also decreased during the nine months ended September 30, 2003 compared to
the same period in 2002 because of the decrease in the cash balances available
for investment by the fund. The Fund's cash balances decreased because of the
acquisition of equipment and investments made in direct financing leases during
2003 as well as larger cash distributions paid to partners during 2002 and
early 2003. Furthermore, the Fund recorded a net gain on sale of equipment
of $990 during the nine months ended September 30, 2003 compared to $45,071
for the nine months ended September 30, 2002. The decrease in this account
also accounted for the decrease in total revenues during 2003.
Expenses were $34,641 and $49,927 for the three months ended Septem-
ber 30, 2003 and 2002, respectively, and $148,082 and $182,752 for the nine
months ended September 30, 2003 and 2002, respectively. The decrease in
depreciation expense of approximately $27,000 contributed to the overall
decrease in expenses during the nine months ended September 30, 2003. The
decrease in this account resulted from equipment under operating leases that
terminated and was sold during 2003 and 2002. Additionally, management fee
to related party decreased during the nine months ended September 30, 2003
compared to the nine months ended September 30, 2002. This account decreased
because of the decrease in rentals earned on both operating and direct fi-
nancing leases. Management fee is earned as a percentage of these rentals.
The overall decrease in expenses was lowered by the increase in general and
administrative expense. General and administrative expense increased in 2003
because of an accrual of filing fees owed to the state of New Jersey. During
2002, New Jersey enacted legislation that requires a partnership to pay a per
partner filing fee to the state with its tax return.
11
FIDELITY LEASING INCOME FUND VIII, L.P.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
RESULTS OF OPERATIONS (continued)
The Fund's net (loss) income was ($21,325) and $17,710 for the three months
ended September 30, 2003 and 2002, respectively, and ($88,558) and $67,009
for the nine months ended September 30, 2003 and 2002, respectively. The
(loss) income per equivalent limited partnership unit, after (loss) income
allocated to the General Partner, was ($3.72) and $1.25 based on a weighted
average number of equivalent limited partnership units outstanding of 5,677
and 9,659 for the three months ended September 30, 2003 and 2002, respectively.
The (loss) income per equivalent limited partnership unit, after (loss)
income allocated to the General Partner, was ($13.73) and $4.64 based on a
weighted average number of equivalent limited partnership units outstanding
of 6,383 and 10,821 for the nine months ended September 30, 2003 and 2002,
respectively.
The Fund generated (used) cash from operations of ($21,820) and ($6,765),
for the purpose of determining cash available for distribution, during the
quarter ended September 30, 2003 and 2002, respectively. The General Partner
declared and paid three cash distributions of $30,000 each subsequent to
September 2003 for the three months ended September 30, 2003. The General
Partner declared and paid one cash distribution of $30,000 in September 2002
for the month ended July 31, 2002. Subsequent to September 30, 2002, the
General Partner declared and paid cash distributions of $30,000 and $500,000
for the months ended August 31 and September 30, 2002. For the nine months
ended September 30, 2003 and 2002, the Fund (used) generated ($89,548) and
$49,097 of cash from operations for the purpose of determining cash available
for distribution. The General Partner declared cash distributions totaling
$740,000 and $1,680,000 for the nine months ended September 30, 2003 and 2002,
respectively. The Fund paid two cash distributions totaling $530,000 during
the first nine months of 2003 for the months of November and December 2002.
The Fund paid one cash distribution of $500,000 and five cash distributions of
$30,000 each during the first nine months of 2003 and three cash distributions
of $30,000 each subsequent to September 30, 2003 for the nine months ended
September 30, 2003. The Fund paid seven cash distributions totaling
$1,150,000 during the first nine months of 2002 and cash distributions of
$30,000 and $500,000 subsequent to September 30, 2002 for the nine months
ended September 30, 2002. For financial statement purposes, the Fund records
cash distributions to partners on a cash basis in the period in which they
are paid.
ANALYSIS OF FINANCIAL CONDITION
The Fund is currently in the process of dissolution. As provided in
the Restated Limited Partnership Agreement, the assets of the Fund shall be
liquidated as promptly as is consistent with obtaining their fair value.
During this time, the Fund will continue to look for opportunities to pur-
chase equipment under operating leases or invest in direct financing leases
12
FIDELITY LEASING INCOME FUND VIII, L.P.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
ANALYSIS OF FINANCIAL CONDITION (continued)
with cash available from operations that was not distributed to partners in
prior periods. The Fund invested $402,579 and $106,605 in direct financing
leases during the nine months ended September 30, 2003 and 2002, respectively.
The Fund purchased $848,950 and $15,183 of equipment under operating leases
during the nine months ended September 30, 2003 and 2002, respectively.
The cash position of the Fund is reviewed daily and cash is invested
on a short-term basis.
The Fund's cash from operations is expected to continue to be adequate
to cover all operating expenses and contingencies through the dissolution of
the Fund.
Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 4: CONTROLS AND PROCEDURES
a) Evaluation of disclosure controls and procedures: Based on their
evaluation of the Fund's disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")),
the principal executive officer and principal financial officer of LEAF
Financial Corporation, the General Partner of the Fund, have concluded that
as of the end of the period covered by this Quarterly Report of Form 10-Q,
such disclosure controls and procedures are effective to ensure that infor-
mation required to be disclosed by the Fund in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and re-
ported within the time periods specified in Securities and Exchange Commis-
sion rules and forms.
b) Changes in internal control over financial reporting: During the quarter
under report, there was no change in the Fund's internal control over financial
reporting that has materially affected, or is reasonably likely to materially
affect, the Fund's internal control over financial reporting.
13
FIDELITY LEASING INCOME FUND VIII, L.P.
September 30, 2003
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 Securities Holders: Inapplicable.
Item 5. Other Information: Inapplicable.
Item 6. Exhibits and Reports on Form 8-K:
a) Exhibit No. Description
----------- -----------
3(a) & 4 Amended and Restated Agreement of
Limited Partnership*
31.1 Rule 13a-14(a)/15d-14(a) Certification
31.2 Rule 13a-14(a)/15d-14(a) Certification
32.1 Section 1350 Certification
32.2 Section 1350 Certification
b) Reports on Form 8-K: None
*Incorporated by reference.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIDELITY LEASING INCOME FUND VIII, L.P.
11-19-03 By: /s/ Crit DeMent
____________________________
Crit DeMent
Chairman of the Board of Directors
of LEAF Financial Corporation
(Principal Executive Officer)
11-19-03 By: /s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Vice President of Accounting of
LEAF Financial Corporation
(Principal Financial Officer)
15
Exhibit 31.1
CERTIFICATIONS
I, Crit DeMent, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fidelity Leasing
Income Fund VIII, L.P.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the ef-
fectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
controls over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal controls over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal controls over financial re-
porting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.
16
CERTIFICATIONS (continued)
Date: November 19, 2003
/s/ Crit DeMent
____________________________
Crit DeMent
Chairman of the Board of Directors of LEAF Financial Corporation,
The General Partner
(Principal Executive Officer)
17
Exhibit 31.2
CERTIFICATIONS
I, Marianne T. Schuster, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fidelity Leasing
Income Fund VIII, L.P.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the ef-
fectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
controls over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal controls over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal controls over financial re-
porting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.
17
CERTIFICATIONS (continued)
Date: November 19, 2003
/s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Vice President of Accounting of LEAF Financial Corporation,
The General Partner
(Principal Financial Officer)
19
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Fidelity Leasing Income Fund VIII,
L.P. (the "Fund") on Form 10-Q for the period ended September 30, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Crit DeMent, Principal Executive Officer of LEAF Financial Corporation,
the General Partner of the Fund, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of opera-
tions of the Fund.
/s/ Crit DeMent
________________________
Crit DeMent
Principal Executive Officer of LEAF Financial Corporation
November 19, 2003
20
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Fidelity Leasing Income Fund VIII,
L.P. (the "Fund") on Form 10-Q for the period ended September 30, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Marianne T. Schuster, Principal Financial Officer of LEAF Financial Corpora-
tion, the General Partner of the Fund, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of opera-
tions of the Fund.
/s/ Marianne T. Schuster
________________________
Marianne T. Schuster
Principal Financial Officer of LEAF Financial Corporation
November 19, 2003
21