10-K/A 1 if8-10ka.txt INCOME FUND VIII, LTD. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 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 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 Identification No.) incorporation or organization) 450 South Orange Avenue Orlando, Florida 32801-3336 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (407) 540-2000 Securities registered pursuant to Section 12 (b) of the Act: Title of each class: Name of exchange on which registered: None Not Applicable Securities registered pursuant to Section 12(g) of the Act: Units of limited partnership interest ($1 per Unit) (Title of class) 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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x] Aggregate market value of the voting stock held by nonaffiliates of the registrant: The registrant registered an offering of 35,000,000 units of limited partnership interest (the "Units") on Form S-11 under the Securities Act of 1933, as amended. Since no established market for such Units exists, there is no market value for such Units. Each Unit was originally sold at $1 per Unit. DOCUMENTS INCORPORATED BY REFERENCE: None The Form 10-K of CNL Income Fund VIII, Ltd. (the "Partnership") for the year ended December 31, 2001, is being amended to include, in Item 14(a) 2., Schedule III - Real Estate and Accumulated Depreciation at December 31, 2001. Schedule III was inadvertently omitted at the time the Partnership filed its Form 10-K for the year ended December 31, 2001. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) The following documents are filed as part of this report. 1. Financial Statements Report of Independent Certified Public Accountants Balance Sheets at December 31, 2001 and 2000 Statements of Income for the years ended December 31, 2001, 2000, and 1999 Statements of Partners' Capital for the years ended December 31, 2001, 2000, and 1999 Statements of Cash Flows for the years ended December 31, 2001, 2000, and 1999 Notes to Financial Statements 2. Financial Statement Schedules Schedule III - Real Estate and Accumulated Depreciation at December 31, 2001 Notes to Schedule III - Real Estate and Accumulated Depreciation at December 31, 2001 Schedule IV - Mortgage Loans on Real Estate at December 31, 2001 All other Schedules are omitted as the required information is inapplicable or is presented in the financial statements or notes thereto. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, on the 31st day of May, 2002. CNL INCOME FUND VIII, LTD. By: CNL REALTY CORPORATION General Partner /s/ Robert A. Bourne --------------------------- ROBERT A. BOURNE, President By: ROBERT A. BOURNE General Partner /s/ Robert A. Bourne --------------------------- ROBERT A. BOURNE By: JAMES M. SENEFF, JR. General Partner /s/ James M. Seneff, Jr. --------------------------- JAMES M. SENEFF, JR. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

CNL INCOME FUND VIII, LTD. (A Florida Limited Partnership) SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2001

Life on Which Depreciation in Date Latest Income Accumulated of Con- Date Statement is Depreciation structionAcquired Computed ------------ ------- --------- ---------- $54,614 2000 07/00 (b) - 1991 10/90 (d) 84,221 1977 03/91 (i) 74,965 1989 03/91 (i) 73,364 1987 03/91 (i) 79,108 1989 03/91 (i) - 1991 02/91 (d) 98,742 1990 03/91 (h) 330,567 1990 09/90 (b) 414,713 1990 10/90 (b) 344,662 1990 11/90 (b) 343,652 1990 11/90 (b) - 1990 11/90 (d) - 1991 11/90 (d) - 1991 02/92 (d) - 1990 03/91 (d) - 1990 11/90 (d) 8,042 2000 10/00 (b) 208,356 1991 08/91 (b) 170,548 1991 03/91 (b) 10,292 1991 09/95 (j) ------------ $2,295,846 ============ $161,990 1986 03/91 (b) ============ $39,195 10/99 8/00 (b) ============ $223,044 1986 09/91 (b) 213,339 1986 09/91 (b) 336,011 1987 09/91 (b) 337,612 1988 09/91 (b) 226,561 1988 09/91 (b) 224,816 1990 09/91 (b) ------------ $1,561,383 ============ $62,290 1998 11/99 (b) ============ $36,696 12/00 4/01 (b) ============ $14,354 6/01 6/01 (b) ============ $23,304 7/01 7/01 (b) ============ (d) 1991 10/90 (d) (d) 1991 02/91 (d) (e) 1990 11/90 (e) (e) 1990 11/90 (e) (d) 1990 11/90 (d) (e) 1990 11/90 (e) (d) 1991 11/90 (d) (d) 1991 02/92 (d) (e) 1990 02/91 (e) (d) 1990 03/91 (d) (d) 1990 11/90 (d) CNL INCOME FUND VIII, LTD. (A Florida Limited Partnership) NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2001 (a) Transactions in real estate and accumulated depreciation during 2001, 2000, and 1999, are summarized as follows:

CNL INCOME FUND VIII, LTD. (A Florida Limited Partnership) NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED December 31, 2001

CNL INCOME FUND VIII, LTD. (A Florida Limited Partnership) NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED December 31, 2001

(b) Depreciation expense is computed for buildings and improvements based upon estimated lives of 30 years. (c) As of December 31, 2001, the aggregate cost of the Properties owned by the Partnership and its consolidated joint venture, and the unconsolidated joint ventures for federal income tax purposes was $24,018,253 and $15,549,570, respectively. All of the leases are treated as operating leases for federal income tax purposes. (d) The portion of the lease relating to the building has been recorded as a direct financing lease. The cost of the building has been included in the net investment in direct financing lease; therefore, depreciation is not applicable. (e) The lease for land and building has been recorded as a direct financing lease. The cost of the land and building has been included in net investment in direct financing leases; therefore, depreciation is not applicable. CNL INCOME FUND VIII, LTD. (A Florida Limited Partnership) NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED December 31, 2001 (f) Certain components of the lease relating to land and building have been recorded as a direct financing lease. Accordingly, costs relating to these components of this lease are not shown. (g) The restaurant on this Property was converted from a Popeyes Famous Fried Chicken Restaurant to a Burger King restaurant in February 1993. (h) Effective January 1, 1994, the lease for this Property was amended, resulting in the reclassification of the building portion of the lease as an operating lease. The building was recorded at net book value as of January 1, 1994, and depreciated over its remaining estimated life of approximately 27 years. (i) Effective August 1, 1998, the lease for this Property was amended, resulting in the reclassification of the building portion of the lease as an operating lease. The building was recorded at net book value as of August 1, 1998, and depreciated over its remaining estimated life of approximately 23 years. (j) Effective July 16, 2001, the lease for this Property was terminated, resulting in the reclassification of the building portion of the lease as an operating lease. The building was recorded at net book value as of July 16, 2001, and depreciated over its remaining estimated life of approximately 24 years. (k) During the year ended December 31, 2001, the Partnership and affiliates of the General Partners, as tenant-in-common, purchased land and building from CNL BB Corp., an affiliate of the General Partners, for an aggregate cost of $2,112,011. CNL INCOME FUND VIII, LTD. (A Florida Limited Partnership) SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE December 31, 2001

(1) The tax carrying value notes is $917,857. (2) Monthly payments of $12,633 were consisting of principal and interest at an annual rate of 10.75%. During 1999, the Partnership received a prepaid principal payment from the borrower that was applied to the unpaid principal balance, reflected in the carrying amount of mortgage. (3) The changes in the carrying amounts are summarized as follows:

CNL INCOME FUND VIII LTD 10-K/A