##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the year ended December 31, 2004
 o
    
    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 000-33103
 ATEL Capital Equipment Fund VIII, LLC
  California
    
    94-3307404(State or other jurisdiction of
    
    (I. R. S. Employerincorporation or organization)
    
    Identification No.)
 600 California Street, 6th Floor, San Francisco, California 94108-2733
 (415) 989-8800
 None
 Limited Liability Company Units
 o þ
 o þ
 þ o
 o
  o o þ
 o þ
  o
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IItem 1. BUSINESSItem 2. PROPERTIESItem 3. LEGAL PROCEEDINGSItem 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIItem 5. MARKET FOR REGISTRANTS LIMITED LIABILITY COMPANY UNITS AND RELATED MATTERSItem 6. SELECTED FINANCIAL DATAItem 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISKItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAItem 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURESItem 9A. CONTROLS AND PROCEDURESPART IIIItem 10. DIRECTORS AND EXECUTIVE OFFICERSItem 11. EXECUTIVE COMPENSATIONItem 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTItem 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSItem 14. PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT 14.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2    Table of Contents  
 PART I
 
 Item 1.
BUSINESS
 General Development of Business
    Narrative Description of Business
      Percentage of Total LeaseType of
    
    RevenuesLessee
    
    Equipment
    
    (Restated)2004
    
    2003
    
    2002Overnite Transportation Company
    
    Tractors and trailers
    
    
    10
    %
    
    
    10
    %
    
    
    10
    %GE Aircraft Engines
    
    Manufacturing
    
    
    10
    %
    
    
    *
    
    
    
    *Emery Worldwide Airlines
    
    Aircraft
    
    
    *
    
    
    
    13
    %
    
    
    *
 
 *
    
    Less than 10%  2




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##### Table of Contents



Equipment Leasing
Activities
  Purchase PriceExcluding
    
    
    Percentage of TotalAsset Types
    
    Reinvestment Fees
    
    
    ReinvestmentsTransportation, rail
    
    $
    59,769,940
    
    
    
    24.32
    %Manufacturing
    
    
    44,048,583
    
    
    
    17.93
    %Aircraft
    
    
    38,535,439
    
    
    
    15.68
    %Transportation, other
    
    
    46,986,721
    
    
    
    19.12
    %Gas compressors
    
    
    13,848,465
    
    
    
    5.64
    %Materials handling
    
    
    11,018,547
    
    
    
    4.48
    %Point of sale / office automation
    
    
    8,677,566
    
    
    
    3.53
    %Storage tanks
    
    
    6,712,090
    
    
    
    2.73
    %Marine vessels
    
    
    3,952,500
    
    
    
    1.61
    %Other *
    
    
    12,186,599
    
    
    
    4.96
    %$
    245,736,450
    
    
    
    100.00
    %
 
 *
    
    Individual asset types included in Other represent less than 2% of the total. Purchase Price
    
    
    PercentageExcluding
    
    
    of TotalIndustry of Lessee
    
    Reinvestment Fees
    
    
    ReinvestmentsTransportation, rail
    
    $
    59,769,940
    
    
    
    24.31
    %Transportation, air
    
    
    38,535,439
    
    
    
    15.68
    %Manufacturing, other
    
    
    34,889,583
    
    
    
    14.20
    %Transportation, other
    
    
    27,245,340
    
    
    
    11.09
    %Transportation, containers
    
    
    21,228,750
    
    
    
    8.64
    %Manufacturing, electronics
    
    
    20,901,071
    
    
    
    8.51
    %Retail
    
    
    18,056,010
    
    
    
    7.35
    %Natural gas
    
    
    13,848,465
    
    
    
    5.64
    %Other *
    
    
    11,261,852
    
    
    
    4.58
    %$
    245,736,450
    
    
    
    100.00
    %
 
 *
    
    Individual lessee industries included in Other represent less than 2% of the total. 3




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##### Table of Contents



OriginalEquipment
    
    
    
    
    
    
    Excess ofCost Excluding
    
    
    
    
    
    
    Rents OverAsset Types
    
    Reinvestment Fees
    
    
    Sale Price
    
    
    Expenses *Manufacturing
    
    $
    34,112,740
    
    
    $
    18,185,894
    
    
    $
    32,248,861Transportation, other
    
    
    19,308,178
    
    
    
    7,577,611
    
    
    
    17,506,246Transportation, rail
    
    
    14,199,087
    
    
    
    13,889,782
    
    
    
    5,716,661Aircraft
    
    
    14,123,602
    
    
    
    3,980,000
    
    
    
    5,829,737Point of sale / office automation
    
    
    10,764,080
    
    
    
    2,392,537
    
    
    
    11,337,335Materials handling
    
    
    6,748,331
    
    
    
    2,008,953
    
    
    
    6,438,521Storage tanks
    
    
    6,712,090
    
    
    
    6,800,000
    
    
    
    1,035,726Other
    
    
    2,431,379
    
    
    
    1,073,070
    
    
    
    2,112,604$
    108,399,487
    
    
    $
    55,907,847
    
    
    $
    82,225,691
 
 *
    
    Includes only those expenses directly related to the production of the related rents.  
 Item 2. PROPERTIES
  
 Item 3. LEGAL PROCEEDINGS
  Solectron:
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  4




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PART II
 
 Item 5. MARKET FOR REGISTRANTS LIMITED LIABILITY COMPANY UNITS AND RELATED MATTERS
 Market Information
  Holders
  ERISA Valuation
   Distributions
       5




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2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000Net income (loss) per Unit, based on weighted
average Units outstanding, as restated
    
    $
    0.29
    
    
    $
    (0.57
    )
    
    $
    (0.31
    )
    
    $
    (0.03
    )
    
    $
    (0.41
    )Return of investment, as restated
    
    
    0.62
    
    
    
    1.48
    
    
    
    1.22
    
    
    
    0.94
    
    
    
    1.33Distributions per unit, based on weighted average
units outstanding, as restated
    
    
    0.91
    
    
    
    0.91
    
    
    
    0.91
    
    
    
    0.91
    
    
    
    0.92Differences per Unit due to timing of distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01
    
    
    
    0.03Actual distribution rates per Unit
    
    $
    0.91
    
    
    $
    0.91
    
    
    $
    0.91
    
    
    $
    0.92
    
    
    $
    0.95
 
 Item 6. SELECTED FINANCIAL DATA
  2004
    
    2003
    
    2002
    
    2001
    
    2000Restated
    
    Restated
    
    Restated
    
    Restated
    
    RestatedGross revenues
    
    $
    28,082,971
    
    
    $
    28,693,903
    
    
    $
    32,783,182
    
    
    $
    43,794,097
    
    
    $
    31,047,485Net income (loss)
    
    $
    4,975,349
    
    
    $
    (6,742,083
    )
    
    $
    (3,178,988
    )
    
    $
    539,152
    
    
    $
    (3,540,079
    )Weighted average of
Other Members Units
    
    
    13,570,188
    
    
    
    13,570,188
    
    
    
    13,570,188
    
    
    
    13,570,188
    
    
    
    10,634,792Net income (loss)
allocated to Other
Members
    
    $
    3,974,194
    
    
    $
    (7,743,062
    )
    
    $
    (4,180,157
    )
    
    $
    (465,764
    )
    
    $
    (4,335,088
    )Net income (loss) per
Other Members Units,
based on weighted
average of Other
Members Units
outstanding
    
    $
    0.29
    
    
    $
    (0.57
    )
    
    $
    (0.31
    )
    
    $
    (0.03
    )
    
    $
    (0.41
    )Distributions per
Other Members Units,
based on weighted
average of Other
Members Units
outstanding
    
    $
    0.91
    
    
    $
    0.91
    
    
    $
    0.91
    
    
    $
    0.91
    
    
    $
    0.92Total assets
    
    $
    63,877,176
    
    
    $
    109,972,043
    
    
    $
    153,688,187
    
    
    $
    184,765,395
    
    
    $
    199,298,645Non-recourse and
other long-term debt
    
    $
    19,231,946
    
    
    $
    46,555,335
    
    
    $
    68,614,855
    
    
    $
    91,383,964
    
    
    $
    93,993,744Total Members capital
    
    $
    41,518,905
    
    
    $
    47,474,885
    
    
    $
    65,325,352
    
    
    $
    82,533,985
    
    
    $
    100,104,053
 
 Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Restated Financial Results
  6




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Revenues and Gain on Sales of Assets:
  Depreciation of Operating Lease Assets
  Initial Direct Costs to Originate or Acquire Loans and Leases and Cost Reimbursements to Managing Member
   Accrued liabilities
     7




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Accounts Receivable and Allowance for Bad Debt:
  Effect to net income/(loss) and Other Members capital
    Capital Resources and Liquidity
     Total amount available under the financing arrangement
    
    $
    75,000,000Term loan to AFS as of December 31, 2004
    
    
    (2,027,636
    )Total available under the reinvestment and warehouse facilities
    
    
    72,972,364Amount borrowed by the Company under the reinvestment facility
    
    
    Amounts borrowed by affiliated partnerships and limited liability
companies under the acquisition facility
    
    
    (30,500,000
    )Total remaining available under the reinvestment and warehouse facilities
    
    $
    42,472,364
 8




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9




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Cash Flows
 2004 vs. 2003:
    2003 vs. 2002:
     10




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Results of Operations
    2004
    
    
    2003Transportation, rail
    
    
    38
    %
    
    
    20
    %Transportation, containers
    
    
    17
    %
    
    
    11
    %Transportation, air
    
    
    12
    %
    
    
    *Natural gas
    
    
    11
    %
    
    
    *Manufacturing, other
    
    
    10
    %
    
    
    18
    %Transportation, other
    
    
    *
    
    
    
    13
    %
 
 *
    
    Less than 10% 2004 vs. 2003:
    2003 vs. 2002:
  11




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Derivative Financial Instruments
    Recent Accounting Pronouncements
    (i)
    
    Special purpose entities (SPEs) created prior to February 1, 2003. The Company must apply
either the provisions of FIN 46 or early adopt the provisions of FIN 46-R at the end of the
first interim or annual reporting period ending after December 15, 2003.(ii)
    
    Non-SPEs created prior to February 1, 2003. The Company is required to adopt FIN 46-R at the
end of the first interim or annual reporting period ending after March 15, 2004.(iii)
    
    All entities, regardless of whether a SPE, that were created subsequent to January 31, 2003.
The provisions of FIN 46 were applicable for variable interests in entities obtained after
January 31, 2003.
  12




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Critical Accounting Policies
  Equipment on operating leases:
  Direct financing leases:
    Initial direct costs:
  Use of estimates:
   Asset valuation:
   13




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Item 7a.
    
    QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
       
 Item 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  14




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/s/ Ernst & Young LLP
 
 15




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ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 BALANCE SHEETS
 DECEMBER 31, 2004 AND 2003
 (Restated)
 2004
    
    
    2003ASSETSCash and cash equivalents
    
    $
    2,569,911
    
    
    $
    508,584Accounts receivable, net of allowance
for doubtful accounts of $52,115 in
2004 and $225,115 in 2003
    
    
    1,182,382
    
    
    
    2,124,902Prepaid expenses
    
    
    47,602
    
    
    
    54,533Other assets
    
    
    378,264
    
    
    
    25,000Investments in equipment and leases, net
    
    
    59,699,017
    
    
    
    107,259,024Total assets
    
    $
    63,877,176
    
    
    $
    109,972,043LIABILITIES AND MEMBERS CAPITALLong-term debt
    
    $
    13,192,000
    
    
    $
    39,946,000Non-recourse debt
    
    
    6,039,946
    
    
    
    6,609,335Line of credit
    
    
    
    
    
    
    9,500,000Accounts payable and accruals:Managing Member
    
    
    660,890
    
    
    
    952,713Other
    
    
    439,322
    
    
    
    857,611Accrued interest payable
    
    
    154,604
    
    
    
    187,406Interest rate swap contracts
    
    
    1,435,454
    
    
    
    3,207,595Unearned operating lease income
    
    
    436,055
    
    
    
    1,236,498Total liabilities
    
    
    22,358,271
    
    
    
    62,497,158Members capital:Accumulated other comprehensive income
    
    
    (725,935
    )
    
    
    (3,143,144
    )Managing Member
    
    
    
    
    
    
    Other Members
    
    
    42,244,840
    
    
    
    50,618,029Total Members capital
    
    
    41,518,905
    
    
    
    47,474,885Total liabilities and Members capital
    
    $
    63,877,176
    
    
    $
    109,972,043
  16




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ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 STATEMENTS OF OPERATIONS
 FOR THE YEARS ENDED
DECEMBER 31, 2004, 2003 AND 2002
 (Restated)
 2004
    
    
    2003
    
    
    2002Revenues:Leasing activities:Operating leases
    
    $
    17,699,022
    
    
    $
    27,083,056
    
    
    $
    31,491,403Direct financing leases
    
    
    1,178,202
    
    
    
    864,509
    
    
    
    807,678Gain on sales of assets
    
    
    8,675,502
    
    
    
    595,299
    
    
    
    271,751Interest
    
    
    6,194
    
    
    
    5,717
    
    
    
    15,547Other
    
    
    524,051
    
    
    
    145,322
    
    
    
    196,80328,082,971
    
    
    
    28,693,903
    
    
    
    32,783,182Expenses:Depreciation of operating lease assets
    
    
    14,730,692
    
    
    
    20,664,339
    
    
    
    22,802,974Provision for losses and impairments
    
    
    1,086,312
    
    
    
    5,679,271
    
    
    
    2,612,500Interest expense
    
    
    3,445,330
    
    
    
    4,488,362
    
    
    
    6,094,213Asset management fees to Managing Member
    
    
    1,057,355
    
    
    
    1,517,259
    
    
    
    1,481,576Railcar maintenance
    
    
    482,050
    
    
    
    791,868
    
    
    
    447,525Cost reimbursements to Managing Member
    
    
    752,161
    
    
    
    666,005
    
    
    
    858,141Amortization of initial direct costs
    
    
    450,164
    
    
    
    453,716
    
    
    
    532,084Professional fees
    
    
    243,877
    
    
    
    475,195
    
    
    
    176,094Insurance
    
    
    196,711
    
    
    
    182,739
    
    
    
    (Recovery of) provision for doubtful accounts
    
    
    (173,000
    )
    
    
    30,000
    
    
    
    265,000Aircraft inspection and maintenance
    
    
    
    
    
    
    132,510
    
    
    
    216,268Taxes on income and franchise fees
    
    
    264,377
    
    
    
    70,684
    
    
    
    124,239Other
    
    
    571,593
    
    
    
    284,038
    
    
    
    351,55623,107,622
    
    
    
    35,435,986
    
    
    
    35,962,170Net income (loss)
    
    $
    4,975,349
    
    
    $
    (6,742,083
    )
    
    $
    (3,178,988
    )Net income (loss):Managing Member
    
    $
    1,001,155
    
    
    $
    1,000,979
    
    
    $
    1,001,169Other Members
    
    
    3,974,194
    
    
    
    (7,743,062
    )
    
    
    (4,180,157
    )$
    4,975,349
    
    
    $
    (6,742,083
    )
    
    $
    (3,178,988
    )Net income (loss) per Limited Liability Company Unit (Other
Members)
    
    $
    0.29
    
    
    $
    (0.57
    )
    
    $
    (0.31
    )Weighted average number of Units outstanding (Other Members)
    
    
    13,570,188
    
    
    
    13,570,188
    
    
    
    13,570,188
  17




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 STATEMENT OF CHANGES IN MEMBERS CAPITAL
 FOR THE YEARS ENDED
DECEMBER 31, 2004, 2003 AND 2002
 (Restated)
 OtherManaging
    
    
    ComprehensiveOther Members
    
    
    Member
    
    
    Income (Loss)
    
    
    TotalUnits
    
    
    AmountBalance December 31, 2001,
as previously reported
    
    
    13,570,188
    
    
    $
    88,062,574
    
    
    $
    
    
    
    $
    (4,700,622
    )
    
    $
    83,361,952Cumulative effect of prior
period adjustments (see Note 3)
    
    
    
    
    
    
    (827,967
    )
    
    
    
    
    
    
    
    
    
    
    (827,967
    )Balance December 31, 2001
    
    
    13,570,188
    
    
    
    87,234,607
    
    
    
    
    
    
    
    (4,700,622
    )
    
    
    82,533,985Distributions to Other Members
($0.91 per Unit)
    
    
    
    
    
    
    (12,347,756
    )
    
    
    
    
    
    
    
    
    
    
    (12,347,756
    )Distributions to Managing Member
    
    
    
    
    
    
    
    
    
    
    (1,001,169
    )
    
    
    
    
    
    
    (1,001,169
    )Unrealized increase in interest
rate swap liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (680,720
    )
    
    
    (680,720
    )Net income (loss)
    
    
    
    
    
    
    (4,180,157
    )
    
    
    1,001,169
    
    
    
    
    
    
    
    (3,178,988
    )Balance December 31, 2002
    
    
    13,570,188
    
    
    
    70,706,694
    
    
    
    
    
    
    
    (5,381,342
    )
    
    
    65,325,352Distributions to Other Members
($0.91 per Unit)
    
    
    
    
    
    
    (12,345,603
    )
    
    
    
    
    
    
    
    
    
    
    (12,345,603
    )Distributions to Managing Member
    
    
    
    
    
    
    
    
    
    
    (1,000,979
    )
    
    
    
    
    
    
    (1,000,979
    )Unrealized decrease in interest
rate swap liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,173,747
    
    
    
    2,173,747Reclassification adjustment for
portion of swap liability
charged to net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,451
    
    
    
    64,451Net income (loss)
    
    
    
    
    
    
    (7,743,062
    )
    
    
    1,000,979
    
    
    
    
    
    
    
    (6,742,083
    )Balance December 31, 2003
    
    
    13,570,188
    
    
    
    50,618,029
    
    
    
    
    
    
    
    (3,143,144
    )
    
    
    47,474,885Distributions to Other Members
($0.91 per Unit)
    
    
    
    
    
    
    (12,347,383
    )
    
    
    
    
    
    
    
    
    
    
    (12,347,383
    )Distributions to Managing Member
    
    
    
    
    
    
    
    
    
    
    (1,001,155
    )
    
    
    
    
    
    
    (1,001,155
    )Unrealized decrease in interest
rate swap liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,772,141
    
    
    
    1,772,141Reclassification adjustment for
portion of swap liability
charged to net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    645,068
    
    
    
    645,068Net income
    
    
    
    
    
    
    3,974,194
    
    
    
    1,001,155
    
    
    
    
    
    
    
    4,975,349Balance December 31, 2004
    
    
    13,570,188
    
    
    $
    42,244,840
    
    
    $
    
    
    
    $
    (725,935
    )
    
    $
    41,518,905
  18




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ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED
DECEMBER 31, 2004, 2003 AND 2002
 (Restated)
 2004
    
    
    2003
    
    
    2002Operating activities:Net income (loss)
    
    $
    4,975,349
    
    
    $
    (6,742,083
    )
    
    $
    (3,178,988
    )Adjustments to reconcile net income (loss) to cash
provided by operating activities:Gain on sales of assets
    
    
    (8,675,502
    )
    
    
    (595,299
    )
    
    
    (271,751
    )Depreciation of operating lease assets
    
    
    14,730,692
    
    
    
    20,664,339
    
    
    
    22,802,974Amortization of initial direct costs
    
    
    450,164
    
    
    
    453,716
    
    
    
    532,084Interest rate swap contracts
    
    
    645,068
    
    
    
    64,451
    
    
    
    (Recovery of) provision for doubtful accounts
    
    
    (173,000
    )
    
    
    30,000
    
    
    
    265,000Provision for losses and impairments
    
    
    1,086,312
    
    
    
    5,679,271
    
    
    
    2,612,500Changes in operating assets and liabilities:Accounts receivable
    
    
    1,115,520
    
    
    
    (217,384
    )
    
    
    1,054,009Due from Managing Member
    
    
    
    
    
    
    171,119
    
    
    
    (171,119
    )Prepaid expenses
    
    
    6,931
    
    
    
    (12,684
    )
    
    
    (26,537
    )Other assets
    
    
    (353,264
    )
    
    
    30,000
    
    
    
    30,000Accounts payable, Managing Member
    
    
    (291,823
    )
    
    
    740,715
    
    
    
    (540
    )Accounts payable, other
    
    
    (418,289
    )
    
    
    (199,162
    )
    
    
    356,506Accrued interest payable
    
    
    (32,802
    )
    
    
    (762,648
    )
    
    
    (35,347
    )Unearned lease income
    
    
    (800,443
    )
    
    
    (311,315
    )
    
    
    (200,805
    )Net cash provided by operating activities
    
    
    12,264,913
    
    
    
    18,993,036
    
    
    
    23,767,986Investing activities:Proceeds from sales of lease assets
    
    
    38,125,051
    
    
    
    13,964,820
    
    
    
    2,403,934Reduction of net investment in direct financing leases
    
    
    1,843,290
    
    
    
    1,793,351
    
    
    
    2,134,026Purchases of equipment on direct financing leases
    
    
    
    
    
    
    
    
    
    
    (293,570
    )Payment of initial direct costs to Managing Member
    
    
    
    
    
    
    
    
    
    
    Net cash provided by investing activities
    
    
    39,968,341
    
    
    
    15,758,171
    
    
    
    4,244,390Financing activities:Repayments of other long-term debt
    
    
    (26,754,000
    )
    
    
    (22,966,000
    )
    
    
    (26,357,000
    )Repayments of line of credit
    
    
    (9,500,000
    )
    
    
    (20,600,000
    )
    
    
    (4,300,000
    )Borrowings under line of credit
    
    
    
    
    
    
    19,500,000
    
    
    
    12,400,000Distributions to Other Members
    
    
    (12,347,383
    )
    
    
    (12,345,603
    )
    
    
    (12,347,756
    )Proceeds of non-recourse debt
    
    
    
    
    
    
    2,563,149
    
    
    
    Repayments of non-recourse debt
    
    
    (569,389
    )
    
    
    (1,656,669
    )
    
    
    (312,109
    )Distributions to Managing Member
    
    
    (1,001,155
    )
    
    
    (1,000,979
    )
    
    
    (1,001,169
    )Proceeds of other long-term debt
    
    
    
    
    
    
    
    
    
    
    3,900,000Net cash used in financing activities
    
    
    (50,171,927
    )
    
    
    (36,506,102
    )
    
    
    (28,018,034
    )Net increase (decrease) in cash and cash equivalents
    
    
    2,061,327
    
    
    
    (1,754,895
    )
    
    
    (5,658
    )Cash and cash equivalents at beginning of year
    
    
    508,584
    
    
    
    2,263,479
    
    
    
    2,269,137Cash and cash equivalents at end of year
    
    $
    2,569,911
    
    
    $
    508,584
    
    
    $
    2,263,479Supplemental disclosures of cash flow information:Cash paid during the year for interest
    
    $
    3,478,132
    
    
    $
    5,251,010
    
    
    $
    6,129,560Schedule of non-cash transactions:Change in fair value of interest rate swaps contracts
    
    $
    1,772,141
    
    
    $
    2,173,747
    
    
    $
    (680,720
    )
  19




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 1. Organization and Limited Liability Company matters:
      2. Summary of significant accounting policies:
 Basis of presentation:
  Use of estimates:
   Cash and cash equivalents:
  Accounts receivable:
  20




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 2. Summary of significant accounting policies (continued):
 Equipment on operating leases:
  Direct Financing Leases
    Initial direct costs:
  Income taxes:
   2004
    
    
    2003Financial statement basis of net assets, as restated
    
    $
    41,518,905
    
    
    $
    47,474,885Tax basis of net assets (unaudited)
    
    
    19,582,706
    
    
    
    2,409,944Difference
    
    $
    21,936,199
    
    
    $
    45,064,941
  21




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 2. Summary of significant accounting policies (continued):
  2004
    
    
    2003
    
    
    2002Net income (loss), as restated
    
    $
    4,975,349
    
    
    $
    (6,742,083
    )
    
    $
    (3,178,988
    )Reconciling
item  impact due to restatement (Note 3)
    
    
    246,903
    
    
    
    (779,178
    )
    
    
    373,444Tax adjustments (unaudited):Adjustment to depreciation expense
    
    
    335,960
    
    
    
    (4,676,068
    )
    
    
    (14,111,240
    )Provisions for doubtful accounts and losses
    
    
    (422,738
    )
    
    
    5,499,271
    
    
    
    3,087,500Adjustments to lease revenues
    
    
    22,178,232
    
    
    
    (1,150,757
    )
    
    
    1,616,517Net income (loss) per federal tax return (unaudited)
    
    $
    27,313,706
    
    
    $
    (7,848,815
    )
    
    $
    (12,212,767
    )
 Per unit data:
  Asset valuation:
   Credit risk:
  Derivative financial instruments:
   22




---



##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 2. Summary of significant accounting policies (continued):
    Recent accounting pronouncements:
        23




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 3. Restated financial results:
 Revenues and Gain on Sales of Assets:
  Depreciation of Operating Lease Assets
  Initial Direct Costs to Originate or Acquire Loans and Leases and Cost Reimbursements to Managing
Member
   Accrued liabilities
   24




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 3. Restated financial results (Continued):
     Accounts Receivable and Allowance for Bad Debt:
  Effect to net income/(loss) and Other Members capital
   25




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 3. Restated financial results (continued):
  Restatement adjustment for years ended December 31,
 Adjustment
    
    
    Adjustment
    
    
    Adjustment
    
    
    Cumulativeto net income
    
    
    to net loss
    
    
    to net loss
    
    
    adjustmentincrease
    
    
    (increase)
    
    
    (increase)
    
    
    to net loss(decrease)
    
    
    decrease
    
    
    decrease
    
    
    (increase) decrease2004
    
    
    2003
    
    
    2002
    
    

prior
to January 1, 2002Revenues:Leasing activities:Operating leases
    
    $
    (426,748
    )
    
    $
    144,632
    
    
    $
    (146,793
    )
    
    $
    Gain on sales of assets
    
    
    507,351
    
    
    
    
    
    
    
    
    
    
    
    Depreciation of operating lease assets
    
    
    40,115
    
    
    
    (326,897
    )
    
    
    (18,871
    )
    
    
    (201,698
    )Interest expense
    
    
    22,294
    
    
    
    782,313
    
    
    
    54,546
    
    
    
    (908,420
    )Railcar maintenance
    
    
    (5,368
    )
    
    
    217,006
    
    
    
    (232,516
    )Cost reimbursements to Managing Member
    
    
    
    
    
    
    154,566
    
    
    
    (25,602
    )
    
    
    679,299Amortization of initial direct costs
    
    
    (232,930
    )
    
    
    (96,796
    )
    
    
    (153,639
    )
    
    
    (315,595
    )Professional fees
    
    
    (439
    )
    
    
    31,503
    
    
    
    3,468
    
    
    
    (37,404
    )Insurance
    
    
    (11,518
    )
    
    
    3,654
    
    
    
    
    
    
    
    15,068(Recovery of) Provision for doubtful accounts
    
    
    
    
    
    
    (210,000
    )
    
    
    210,000
    
    
    
    Franchise fees and taxes on income
    
    
    (170,316
    )
    
    
    53,555
    
    
    
    (51,396
    )
    
    
    Aircraft inspection and maintenance
    
    
    
    
    
    
    5,000
    
    
    
    (5,000
    )
    
    
    Other
    
    
    30,656
    
    
    
    20,642
    
    
    
    (7,641
    )
    
    
    (59,217
    )Net change in net income and in net loss
    
    $
    (246,903
    )
    
    $
    779,178
    
    
    $
    (373,444
    )
    
    $
    (827,967
    )Net change in net income and in net loss:Managing Member
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Other Members
    
    
    (246,903
    )
    
    
    779,178
    
    
    
    (373,444
    )
    
    
    (827,967
    )$
    (246,903
    )
    
    $
    779,178
    
    
    $
    (373,444
    )
    
    $
    (827,967
    )Net change in net income and in net loss per
Other Member Limited Company Unit
    
    $
    (0.02
    )
    
    $
    0.06
    
    
    $
    (0.03
    )
    
    $
    (0.06
    )
 26




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 3. Restated financial results (continued):
 Balance Sheets (Condensed) as of December 31:
 2004
    
    2003As reported
    
    Restated
    
    As reported
    
    RestatedAssets:Accounts receivable, net of allowance
for doubtful accounts
    
    $
    1,611,290
    
    
    $
    1,182,382
    
    
    $
    2,124,902
    
    
    $
    2,124,902Prepaid expenses
    
    $
    
    
    
    $
    47,602
    
    
    $
    
    
    
    $
    54,533Investments in equipment and leases, net
    
    $
    59,689,715
    
    
    $
    59,699,017
    
    
    $
    107,564,258
    
    
    $
    107,259,024Total assets
    
    $
    64,249,180
    
    
    $
    63,877,176
    
    
    $
    110,222,744
    
    
    $
    109,972,043Liabilities:Accounts payable and accruals:Managing Member
    
    $
    613,310
    
    
    $
    660,890
    
    
    $
    889,555
    
    
    $
    952,713Other
    
    $
    239,038
    
    
    $
    439,322
    
    
    $
    820,799
    
    
    $
    857,611Accrued interest payable
    
    $
    105,336
    
    
    $
    154,604
    
    
    $
    115,844
    
    
    $
    187,406Total liabilities
    
    $
    22,061,139
    
    
    $
    22,358,271
    
    
    $
    62,325,626
    
    
    $
    62,497,158Members capital:Others Members capital
    
    $
    42,913,976
    
    
    $
    42,244,840
    
    
    $
    51,040,262
    
    
    $
    50,618,029Total Members capital
    
    $
    42,188,041
    
    
    $
    41,518,905
    
    
    $
    47,897,118
    
    
    $
    47,474,885Total liabilities and Members capital
    
    $
    64,249,180
    
    
    $
    63,877,176
    
    
    $
    110,222,744
    
    
    $
    109,972,043
 27




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 3. Restated financial results (continued):
 Statements of Operations (Condensed) for the years ended December 31:
 2004
    
    2003
    
    2002As reported
    
    Restated
    
    As reported
    
    Restated
    
    As reported
    
    RestatedRevenues:Leasing activities:Operating leases
    
    $
    18,125,770
    
    
    $
    17,699,022
    
    
    $
    26,938,424
    
    
    $
    27,083,056
    
    
    $
    31,638,196
    
    
    $
    31,491,403Gain on sales of assets
    
    $
    8,168,151
    
    
    $
    8,675,502
    
    
    $
    595,299
    
    
    $
    595,299
    
    
    $
    271,751
    
    
    $
    271,751Total revenues
    
    $
    28,002,368
    
    
    $
    28,082,971
    
    
    $
    28,549,271
    
    
    $
    28,693,903
    
    
    $
    32,929,975
    
    
    $
    32,783,182Expenses:Depreciation of
operating lease assets
    
    $
    14,770,807
    
    
    $
    14,730,692
    
    
    $
    20,337,442
    
    
    $
    20,664,339
    
    
    $
    22,784,103
    
    
    $
    22,802,974Interest expense
    
    $
    3,467,624
    
    
    $
    3,445,330
    
    
    $
    5,270,675
    
    
    $
    4,488,362
    
    
    $
    6,148,759
    
    
    $
    6,094,213Railcar maintenance
    
    $
    476,682
    
    
    $
    482,050
    
    
    $
    1,008,874
    
    
    $
    791,868
    
    
    $
    215,009
    
    
    $
    447,525Cost reimbursements to
Managing Member
    
    $
    752,161
    
    
    $
    752,161
    
    
    $
    820,571
    
    
    $
    666,005
    
    
    $
    832,539
    
    
    $
    858,141Amortization of initial
direct costs
    
    $
    217,234
    
    
    $
    450,164
    
    
    $
    356,920
    
    
    $
    453,716
    
    
    $
    378,445
    
    
    $
    532,084Professional fees
    
    $
    243,438
    
    
    $
    243,877
    
    
    $
    506,698
    
    
    $
    475,195
    
    
    $
    179,562
    
    
    $
    176,094Insurance
    
    $
    185,193
    
    
    $
    196,711
    
    
    $
    186,393
    
    
    $
    182,739
    
    
    $
    
    
    
    $
    (Recovery of) provision
for doubtful accounts
    
    $
    (173,000
    )
    
    $
    (173,000
    )
    
    $
    (180,000
    )
    
    $
    30,000
    
    
    $
    475,000
    
    
    $
    265,000Aircraft inspection and
maintenance
    
    $
    
    
    
    $
    
    
    
    $
    137,510
    
    
    $
    132,510
    
    
    $
    211,268
    
    
    $
    216,268Franchise fees and taxes
on income
    
    $
    94,061
    
    
    $
    264,377
    
    
    $
    124,239
    
    
    $
    70,684
    
    
    $
    72,843
    
    
    $
    124,239Other
    
    $
    602,249
    
    
    $
    571,593
    
    
    $
    304,680
    
    
    $
    284,038
    
    
    $
    343,915
    
    
    $
    351,556Total expenses
    
    $
    22,780,116
    
    
    $
    23,107,622
    
    
    $
    36,070,532
    
    
    $
    35,435,986
    
    
    $
    35,735,519
    
    
    $
    35,962,170Net income (loss)
    
    $
    5,222,252
    
    
    $
    4,975,349
    
    
    $
    (7,521,261
    )
    
    $
    (6,742,083
    )
    
    $
    (2,805,544
    )
    
    $
    (3,178,988
    )Net income (loss):Other Members
    
    $
    4,221,097
    
    
    $
    3,974,194
    
    
    $
    (8,522,240
    )
    
    $
    (7,743,062
    )
    
    $
    (3,806,713
    )
    
    $
    (4,180,157
    )Net income (loss)
    
    $
    5,222,252
    
    
    $
    4,975,349
    
    
    $
    (7,521,261
    )
    
    $
    (6,742,083
    )
    
    $
    (2,805,544
    )
    
    $
    (3,178,988
    )Net income (loss) per
Limited Liability
Company Unit (Other
Members)
    
    $
    0.31
    
    
    $
    0.29
    
    
    $
    (0.63
    )
    
    $
    (0.57
    )
    
    $
    (0.28
    )
    
    $
    (0.31
    )
 28




---



##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 3. Restated financial results (continued):
 Statements of Cash Flows (Condensed) for the years ended December 31:
 2004
    
    2003
    
    2002As reported
    
    Restated
    
    As reported
    
    Restated
    
    As reported
    
    RestatedOperating activities:Net income (loss)
    
    $
    5,222,252
    
    
    $
    4,975,349
    
    
    $
    (7,521,261
    )
    
    $
    (6,742,083
    )
    
    $
    (2,805,544
    )
    
    $
    (3,178,988
    )Adjustment to reconcile
net income (loss) to net
cash provided by
operating activities:Gain on sale of assets
    
    $
    (8,168,151
    )
    
    $
    (8,675,502
    )
    
    $
    (595,299
    )
    
    $
    (595,299
    )
    
    $
    (271,751
    )
    
    $
    (271,751
    )Depreciation of
operating lease assets
    
    $
    14,770,807
    
    
    $
    14,730,692
    
    
    $
    20,337,442
    
    
    $
    20,664,339
    
    
    $
    22,784,103
    
    
    $
    22,802,974Amortization of initial
direct costs
    
    $
    217,234
    
    
    $
    450,164
    
    
    $
    356,920
    
    
    $
    453,716
    
    
    $
    378,445
    
    
    $
    532,084(Recovery of) provision
for doubtful accounts
    
    $
    (173,000
    )
    
    $
    (173,000
    )
    
    $
    (180,000
    )
    
    $
    30,000
    
    
    $
    475,000
    
    
    $
    265,000Changes in operating
assets and liabilities:Accounts receivable
    
    $
    686,612
    
    
    $
    1,115,520
    
    
    $
    (70,591
    )
    
    $
    (217,384
    )
    
    $
    907,216
    
    
    $
    1,054,009Prepaid expenses
    
    $
    
    
    
    $
    6,931
    
    
    $
    
    
    
    $
    (12,684
    )
    
    $
    
    
    
    $
    (26,537
    )Accounts payable,
Managing Member
    
    $
    (276,245
    )
    
    $
    (291,823
    )
    
    $
    889,555
    
    
    $
    740,715
    
    
    $
    
    
    
    $
    (540
    )Accounts payable, other
    
    $
    (581,761
    )
    
    $
    (418,289
    )
    
    $
    123,079
    
    
    $
    (199,162
    )
    
    $
    48,182
    
    
    $
    356,506Accrued interest payable
    
    $
    (10,508
    )
    
    $
    (32,802
    )
    
    $
    19,665
    
    
    $
    (762,648
    )
    
    $
    19,199
    
    
    $
    (35,347
    )Net cash provided by
operating activities
    
    $
    12,264,913
    
    
    $
    12,264,913
    
    
    $
    18,993,036
    
    
    $
    18,993,036
    
    
    $
    23,805,426
    
    
    $
    23,767,986Investing activities:Payment of initial
direct costs to Managing
Member
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (37,440
    )
    
    $
    Net cash provided by
investing activities
    
    $
    39,968,341
    
    
    $
    39,968,341
    
    
    $
    15,758,171
    
    
    $
    15,758,171
    
    
    $
    4,206,950
    
    
    $
    4,244,390
 29




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 4. Investments in equipment and leases, net, (Restated):
  Depreciation /AmortizationExpense orAmortization of
    
    
    Reclassi-December 31,
    
    
    Impairment
    
    
    Direct Financing
    
    
    fications or
    
    
    December 31,2003
    
    
    Losses
    
    
    Leases
    
    
    Dispositions
    
    
    2004Restated
    
    
    
    
    
    
    Restated
    
    
    Restated
    
    
    RestatedNet investment in operating leases
    
    $
    86,564,874
    
    
    $
    
    
    
    $
    (14,730,692
    )
    
    $
    (20,742,236
    )
    
    $
    51,091,946Net investment in direct financing
leases, as restated
    
    
    11,497,801
    
    
    
    (36,312
    )
    
    
    (1,843,290
    )
    
    
    (6,526,128
    )
    
    
    3,092,071Assets held for sale or lease, net of
accumulated depreciation of
$16,086,674 in 2004 and $16,874,083
in 2003, as restated
    
    
    8,636,682
    
    
    
    (1,050,000
    )
    
    
    
    
    
    
    (2,181,185
    )
    
    
    5,405,497Initial direct costs, net of
accumulated amortization of
$2,188,866 in 2004 and $815,767 in
2003, as restated
    
    
    559,667
    
    
    
    
    
    
    
    (450,164
    )
    
    
    
    
    
    
    109,503$
    107,259,024
    
    
    $
    (1,086,312
    )
    
    $
    (17,024,146
    )
    
    $
    (29,449,549
    )
    
    $
    59,699,017
 Impairment of investments in leases and assets held for sale or lease:
   2004
    
    
    2003
    
    
    2002Restated
    
    
    Restated
    
    
    RestatedDepreciation expense
    
    $
    14,730,692
    
    
    $
    20,664,339
    
    
    $
    22,802,974Impairment losses
    
    
    1,086,312
    
    
    
    5,679,271
    
    
    
    2,612,500$
    15,817,004
    
    
    $
    26,343,610
    
    
    $
    25,415,474
  2004
    
    
    2003Aircraft
    
    $
    1,050,000
    
    
    $
    4,401,397Office automation
    
    
    36,312
    
    
    
    Locomotives
    
    
    
    
    
    
    760,000Rail car auto racks
    
    
    
    
    
    
    268,373Manufacturing equipment
    
    
    
    
    
    
    249,501$
    1,086,312
    
    
    $
    5,679,271
  30




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 4. Investments in equipment and leases, net, (Restated) (continued):
 Operating leases:
  Reclassi-December 31,
    
    
    Depreciation
    
    
    fications or
    
    
    December 31,2003
    
    
    Expense
    
    
    Dispositions
    
    
    2004Restated
    
    
    Restated
    
    
    Restated
    
    
    RestatedTransportation, rail
    
    $
    34,295,402
    
    
    $
    
    
    
    $
    10,852,772
    
    
    $
    45,148,174Containers
    
    
    21,165,000
    
    
    
    
    
    
    
    
    
    
    
    21,165,000Aircraft
    
    
    15,448,037
    
    
    
    
    
    
    
    
    
    
    
    15,448,037Natural gas compressors
    
    
    13,677,449
    
    
    
    
    
    
    
    (136,146
    )
    
    
    13,541,303Manufacturing
    
    
    41,079,479
    
    
    
    
    
    
    
    (36,479,656
    )
    
    
    4,599,823Transportation, other
    
    
    23,302,778
    
    
    
    
    
    
    
    (20,194,790
    )
    
    
    3,107,988Materials handling
    
    
    7,313,238
    
    
    
    
    
    
    
    (6,222,959
    )
    
    
    1,090,279Other
    
    
    10,991,981
    
    
    
    
    
    
    
    (5,678,927
    )
    
    
    5,313,054167,273,364
    
    
    
    
    
    
    
    (57,859,706
    )
    
    
    109,413,658Less accumulated depreciation, as restated
    
    
    (80,708,490
    )
    
    
    (14,730,692
    )
    
    
    37,117,470
    
    
    
    (58,321,712
    )Total  restated
    
    $
    86,564,874
    
    
    $
    (14,730,692
    )
    
    $
    (20,742,236
    )
    
    $
    51,091,946
 Direct financing leases:
  2004
    
    
    2003Total minimum lease payments receivable
    
    $
    2,399,904
    
    
    $
    10,461,599Estimated residual values of leased equipment (unguaranteed)
    
    
    986,704
    
    
    
    4,496,939Investment in direct financing leases
    
    
    3,386,608
    
    
    
    14,958,538Less unearned income
    
    
    (294,537
    )
    
    
    (3,460,737
    )Net investment in direct financing leases
    
    $
    3,092,071
    
    
    $
    11,497,801
  DirectOperating
    
    
    FinancingYear ending
    
    Leases
    
    
    Leases
    
    
    TotalDecember 31,
    
    Restated
    
    
    Restated
    
    
    Restated2005
    
    $
    6,868,038
    
    
    $
    1,224,256
    
    
    $
    8,092,2942006
    
    
    2,595,791
    
    
    
    846,888
    
    
    
    3,442,6792007
    
    
    1,984,626
    
    
    
    279,959
    
    
    
    2,264,5852008
    
    
    1,165,740
    
    
    
    48,801
    
    
    
    1,214,5412009
    
    
    997,480
    
    
    
    
    
    
    
    997,480Thereafter
    
    
    651,810
    
    
    
    
    
    
    
    651,810$
    14,263,485
    
    
    $
    2,399,904
    
    
    $
    16,663,389
 31




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 5. Non-recourse debt:
   Year endingDecember 31,
    
    Principal
    
    
    Interest
    
    
    Total2005
    
    $
    4,715,234
    
    
    $
    180,430
    
    
    $
    4,895,6642006
    
    
    646,128
    
    
    
    57,792
    
    
    
    703,9202007
    
    
    678,584
    
    
    
    25,337
    
    
    
    703,921$
    6,039,946
    
    
    $
    263,559
    
    
    $
    6,303,505
 6. Other long-term debt:
    32




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 6. Other long-term debt (continued):
  Payment RateOriginal
    
    
    Balance
    
    
    Notional Balance
    
    
    Swap Value
    
    
    on InterestAmount
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    SwapDate Borrowed
    
    Borrowed
    
    
    2004
    
    
    2004
    
    
    2004
    
    
    Agreement11/11/1999
    
    $
    20,000,000
    
    
    $
    902,000
    
    
    $
    1,910,401
    
    
    $
    (50,511
    )
    
    
    6.84
    %12/21/1999
    
    
    20,000,000
    
    
    
    7,078,000
    
    
    
    10,716,966
    
    
    
    (841,499
    )
    
    
    7.41
    %12/24/1999
    
    
    25,000,000
    
    
    
    257,000
    
    
    
    1,415,061
    
    
    
    (57,390
    )
    
    
    7.44
    %4/17/2000
    
    
    6,500,000
    
    
    
    1,236,000
    
    
    
    1,591,400
    
    
    
    (61,361
    )
    
    
    7.45
    %4/28/2000
    
    
    1,900,000
    
    
    
    47,000
    
    
    
    199,236
    
    
    
    (8,633
    )
    
    
    7.72
    %8/3/2000
    
    
    19,000,000
    
    
    
    682,000
    
    
    
    5,930,389
    
    
    
    (314,143
    )
    
    
    7.50
    %10/31/2000
    
    
    7,500,000
    
    
    
    1,002,000
    
    
    
    2,044,528
    
    
    
    (88,478
    )
    
    
    7.13
    %1/29/2001
    
    
    8,000,000
    
    
    
    
    
    
    
    525,229
    
    
    
    (1,331
    )
    
    
    5.91
    %6/1/2001
    
    
    2,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.04
    %9/1/2001
    
    
    9,000,000
    
    
    
    909,000
    
    
    
    1,639,190
    
    
    
    (12,108
    )
    
    
    4.35
    %1/31/2002
    
    
    3,900,000
    
    
    
    1,079,000
    
    
    
    
    
    
    
    
    
    
    
    
    *$
    122,800,000
    
    
    $
    13,192,000
    
    
    $
    25,972,400
    
    
    $
    (1,435,454
    )
 
 *
    
    Under the terms of the Program, no interest rate swap agreement was required for this borrowing.  Debt
    
    
    Debt
    
    
    
    
    
    
    
    
    
    
    Rates onYear ending
    
    Principal
    
    
    Principal
    
    
    
    
    
    
    
    
    
    
    Interest SwapDecember 31,
    
    Swapped
    
    
    Not Swapped
    
    
    Interest
    
    
    Total
    
    
    Agreements**2005
    
    $
    5,700,000
    
    
    $
    973,000
    
    
    $
    724,594
    
    
    $
    7,397,594
    
    
    
    6.878%-7.172
    %2006
    
    
    3,362,000
    
    
    
    60,000
    
    
    
    377,593
    
    
    
    3,799,593
    
    
    
    7.338%-7.348
    %2007
    
    
    3,051,000
    
    
    
    46,000
    
    
    
    18,932
    
    
    
    3,115,932
    
    
    
    7.336%-7.346
    %$
    12,113,000
    
    
    $
    1,079,000
    
    
    $
    1,121,119
    
    
    $
    14,313,119
 
 **
    
    Represents the range of monthly weighted average fixed interest rates paid for
amounts maturing in the particular year. The receive-variable rate portion of the swap
represents commercial paper rates (2.860% at December 31, 2004).  7. Related party transactions:
   33




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 7. Related party transactions (continued):
    2004
    
    
    2003
    
    
    2002Asset management fees to Managing Member
    
    $
    1,057,355
    
    
    $
    1,517,259
    
    
    $
    1,481,576Costs reimbursements to Managing Member, as restated
    
    
    752,161
    
    
    
    666,005
    
    
    
    858,141$
    1,809,516
    
    
    $
    2,183,264
    
    
    $
    2,339,717
   8. Members capital:
   34




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 9. Concentration of credit risk and major customers:
   2004
    
    2003Transportation, rail
    
    
    38
    %
    
    
    20
    %Transportation, containers
    
    
    17
    %
    
    
    11
    %Transportation, air
    
    
    12
    %
    
    
    *Natural gas
    
    
    11
    %
    
    
    *Manufacturing, other
    
    
    10
    %
    
    
    18
    %Transportation, other
    
    
    *
    
    
    
    13
    %
 
 *
    
    Less than 10%  10. Line of credit:
  Total amount available under the financing arrangement
    
    $
    75,000,000Term loan to AFS as of December 31, 2004
    
    
    (2,027,636
    )Total available under the acquisition and warehouse facilities
    
    
    72,972,364Amount borrowed by the Company under the acquisition facility
    
    
    Amounts borrowed by affiliated partnerships and limited liability
companies under the acquisition facility
    
    
    (30,500,000
    )Total remaining available under the acquisition and warehouse facilities
    
    $
    42,472,364
    35




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 11. Fair value of financial instruments:
  Non-recourse debt:
  Other long-term debt:
  Line of credit:
  Interest rate swaps:
  12. Comprehensive income (loss):
  2004
    
    
    2003
    
    
    2002Restated
    
    
    Restated
    
    
    RestatedNet income (loss)
    
    $
    4,975,349
    
    
    $
    (6,742,083
    )
    
    $
    (3,178,988
    )Other comprehensive income (loss):Change in value of interest rate swap contracts
    
    
    1,772,141
    
    
    
    2,173,747
    
    
    
    (680,720
    )Reclassification adjustment for portion of
swap liability charged to net loss
    
    
    645,068
    
    
    
    64,451
    
    
    
    Comprehensive income (loss)
    
    $
    7,392,558
    
    
    $
    (4,503,885
    )
    
    $
    (3,859,708
    )
  36




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 13. Selected quarterly data (unaudited):
   March 31,
    
    June 30,
    
    September 30,
    
    December 31,2003
    
    2003
    
    2003
    
    2003Quarter ended
    
    Restated
    
    Restated
    
    Restated
    
    RestatedTotal revenues
    
    $
    7,725,324
    
    
    $
    7,610,699
    
    
    $
    6,737,293
    
    
    $
    6,620,587Net income (loss)
    
    $
    (2,427,360
    )
    
    $
    295,178
    
    
    $
    (3,354,523
    )
    
    $
    (1,255,378
    )Net income (loss)
per Limited
Liability Company
unit (Other
Members)
    
    $
    (0.20
    )
    
    $
    0.00
    
    
    $
    (0.26
    )
    
    $
    (0.11
    )March 31,
    
    June 30,
    
    September 30,
    
    December 31,2004
    
    2004
    
    2004
    
    2004Quarter ended
    
    Restated
    
    Restated
    
    Restated
    
    RestatedTotal revenues
    
    $
    6,750,433
    
    
    $
    7,224,091
    
    
    $
    7,771,649
    
    
    $
    6,336,798Net income (loss)
    
    $
    (375,332
    )
    
    $
    1,449,787
    
    
    $
    833,168
    
    
    $
    3,067,726Net income (loss)
per Limited
Liability Company
unit (Other
Members)
    
    $
    (0.05
    )
    
    $
    0.09
    
    
    $
    0.04
    
    
    $
    0.21
 14. Commitments:
  37




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##### Table of Contents



ATEL CAPITAL EQUIPMENT FUND VIII, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 (Restated)
 15. Reserves, impairments and provisions for doubtful accounts:
  Reserve for
    
    
    Allowance forlosses and
    
    
    doubtfulImpairments
    
    
    AccountsRestatedBalance December 31, 2001
    
    $
    
    
    
    $
    41,365Provision
    
    
    2,612,500
    
    
    
    265,000Charge offs
    
    
    (2,612,500
    )
    
    
    Balance December 31, 2002
    
    
    
    
    
    
    306,365Provision (recoveries)
    
    
    5,679,271
    
    
    
    30,000Charge offs
    
    
    (5,679,271
    )
    
    
    (111,250
    )Balance December 31, 2003
    
    
    
    
    
    
    225,115Provision (recoveries)
    
    
    1,086,312
    
    
    
    (173,000
    )Charge offs
    
    
    (1,086,312
    )
    
    
    Balance December 31, 2004
    
    $
    
    
    
    $
    52,115
 16. Guarantees:
  38




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##### Table of Contents



Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
  
 Item 9A. CONTROLS AND PROCEDURES
 Evaluation of disclosure controls and procedures
   Changes in internal control
       39




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##### Table of Contents



PART III
 
 Item 10. DIRECTORS AND EXECUTIVE OFFICERS
     Dean L. Cash
    
    President and Chief Executive Officer of
ATEL Financial Services, LLC (Managing Member)Paritosh K. Choksi
    
    Executive Vice President and Chief Financial and Operating Officer of
ATEL Financial Services, LLC (Managing Member)Vasco H. Morais
    
    Senior Vice President, Secretary and General Counsel of
ATEL Financial Services, LLC (Managing Member)
    40




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##### Table of Contents



Audit Committee
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  
 Item 11. EXECUTIVE COMPENSATION
   Asset Management Fee
   Asset Management Fee Limit:
   41




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##### Table of Contents



Alternative Fee Schedule:
  Equipment Management Fees
  Incentive Management Fees
  Equipment Resale Fees
  Equipment Re-lease Fee
  Managing Members Interest in Operating Proceeds
  
 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 Security Ownership of Certain Beneficial Owners
  42




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##### Table of Contents



Security Ownership of Management
  (1)
    
    (2)
    
    (3)
    
    (4)Name and Address of
    
    Amount and Nature of
    
    PercentTitle of Class
    
    Beneficial Owner
    
    Beneficial Ownership
    
    of ClassLimited Liability Company Units
    
    Dean Cash
600 California Street, 6th Floor
San Francisco, CA 94108
    
    Initial Limited Liability
Company Units
25 Units ($250)
(owned by wife)
    
    0.0002%
 Changes in Control
   
 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  2004
    
    
    2003Audit fees
    
    $
    177,899
    
    
    $
    70,025Audit related fees
    
    
    
    
    
    
    Tax fees
    
    
    23,219
    
    
    
    33,700Other
    
    
    
    
    
    
    $
    201,118
    
    
    $
    103,725
   43




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##### Table of Contents



PART IV
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  1.
    
    Financial Statements Included in Part II of this report:Report of Independent Registered Public Accounting FirmBalance Sheets at December 31, 2004 and 2003Statements of Operations for the years ended December 31, 2004, 2003 and 2002Statements of Changes in Members Capital for the years ended December 31, 2004, 2003 and 2002Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002Notes to Financial Statements
 2.
    
    Financial Statement SchedulesAll schedules for which provision is made in the applicable accounting regulations of
the Securities and Exchange
Commission are not required under the related instructions or are inapplicable and,
therefore, have been omitted.
   (14.1)
    
    Code of Ethics(31.1)
    
    Rule 13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi(31.2)
    
    Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash(32.1)
    
    Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash(32.2)
    
    Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi
 44




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##### Table of Contents



SIGNATURES
   ATEL Capital Equipment Fund VIII,LLC (Registrant)By: 
  ATEL Financial Services LLC,Managing Member of RegistrantBy:
    
    /s/ Dean CashDean Cash,President and Chief Executive Officer of
ATEL Financial Services, LLC (Managing Member)By:
    
    /s/ Paritosh K. ChoksiParitosh K. ChoksiExecutive Vice President and Chief Financial and Operating Officer of
ATEL Financial Services, LLC (Managing Member)
  SIGNATURE
    
    CAPACITIES
    
    DATE/s/ Dean Cash
Dean Cash
    
    President and Chief Executive Officer of
ATEL Financial Services, LLC (Managing Member)
    
    September 22, 2006/s/ Paritosh K. Choksi

Paritosh K. Choksi
    
    Executive Vice President and Chief Financial
and Operating Officer of ATEL Financial
Services, LLC (Managing Member)
    
    September 22, 2006
 No proxy materials have been or will be sent to security holders. An annual report will be
furnished to security holders subsequent to the filing of this report on Form 10-K/A, and copies
thereof will be furnished supplementally to the Commission when forwarded to the security holders.
 45