UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2003
-------------------------------------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission File Number 333-54011
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ICON Income Fund Eight A L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-4006824
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
100 Fifth Avenue, New York, New York 10011
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(212)418-4700
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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. [X] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [X] No
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets
March 31, December 31,
2003 2002
---- ----
(unaudited)
Assets
------
Cash and cash equivalents $ 170,951 $ 819,928
------------ ------------
Investment in finance leases
Minimum rents receivable 11,767,957 17,200,391
Estimated unguaranteed residual values 28,148,478 28,560,807
Initial direct costs, net 404,984 446,683
Unearned income (5,118,918) (5,842,801)
Allowance for doubtful accounts (228,721) (228,721)
------------ ------------
34,973,780 40,136,359
------------ ------------
Investment in operating leases
Equipment, at cost 50,773,532 50,773,532
Accumulated depreciation (10,160,053) (9,214,386)
------------ ------------
40,613,479 41,559,146
------------ ------------
Equipment held for lease or resale, net 3,224,256 3,470,579
Investments in unguaranteed residual values 2,704,898 3,098,084
Investments in unconsolidated joint ventures 972,755 1,296,330
Other assets, net 561,211 827,728
------------ ------------
Total assets $ 83,221,330 $ 91,208,154
============ ============
Liabilities and Partners' Equity
--------------------------------
Notes payable - non-recourse $ 45,456,336 $ 47,668,803
Note payable - recourse 1,559,547 3,805,871
Security deposits and other 587,772 1,715,310
Accounts payable - General Partner and affiliates 375,719 230,052
Minority interests in joint venture 130,300 126,739
------------ ------------
48,109,674 53,546,775
------------ ------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (299,735) (274,260)
Limited partners (742,920.27 units outstanding,
$100 per unit original issue price) 35,411,391 37,935,639
------------ ------------
Total partners' equity 35,111,656 37,661,379
------------ ------------
Total liabilities and partners' equity $ 83,221,330 $ 91,208,154
============ ============
See accompanying notes to condensed consolidated financial statements.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31,
(unaudited)
2003 2002
---- ----
Revenues
Rental income $ 1,574,463 $ 1,780,308
Finance income 723,883 1,238,439
Gain on sales of equipment 391,620 -
Income from investment in
unconsolidated joint ventures 11,147 27,755
Interest income and other 10 27,603
------------- -------------
Total revenues 2,701,123 3,074,105
------------- -------------
Expenses
Interest 1,167,480 1,344,108
Depreciation 1,191,989 1,020,459
Management fees - General Partner 402,482 598,236
Administrative expense reimbursements -
General Partner 157,993 264,248
Amortization of initial direct costs 41,699 80,352
General and administrative expense 266,495 181,371
Minority interest expense 3,561 3,340
------------- -------------
Total expenses 3,231,699 3,492,114
------------- -------------
Net loss $ (530,576) $ (418,009)
============= =============
Net loss allocable to:
Limited partners $ (525,270) $ (413,828)
General Partner (5,306) (4,181)
------------- -------------
$ (530,576) $ (418,009)
============= =============
Weighted average number of limited
partnership units outstanding 742,958 746,378
============= =============
Net loss per weighted average
limited partnership unit $ (.72) $ (.56)
============= =============
See accompanying notes to condensed consolidated financial statements.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Condensed Consolidated Statement of Changes in Partners' Equity
For the Three Months Ended March 31, 2003
(unaudited)
Limited Partner Distributions
-----------------------------
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at January 1, 2003 $37,935,639 $(274,260) $37,661,379
Cash distributions to partners $ 2.69 $ - (1,996,320) (20,169) (2,016,489)
Limited partnership units
redeemed (50 units) (2,658) - (2,658)
Net loss (525,270) (5,306) (530,576)
----------- --------- -----------
Balance at March 31, 2003 $35,411,391 $(299,735) $35,111,656
=========== ========= ===========
See accompanying notes to condensed consolidated financial statements.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31,
(unaudited)
2003 2002
---- ----
Cash flows from operating activities:
Net loss $ (530,576) $ (418,009)
----------- -----------
Adjustments to reconcile net loss to net cash used in operating activities:
Rental income paid directly to lender by lessee (1,574,463) (1,655,877)
Finance income portion of receivables paid directly
to lenders by lessees (647,752) (1,045,589)
Depreciation 1,191,989 1,020,459
Interest expense on non-recourse financing paid
directly by lessees 967,175 1,242,144
Amortization of initial direct costs 41,699 80,352
Minority interest expense 3,561 3,340
Income from investments in
unconsolidated joint ventures (11,147) (27,755)
Gain on sales of equipment (391,620) --
Changes in operating assets and liabilities:
Non-financed receivables 252,342 480,445
Other assets 266,517 (434,147)
Security deposits and other (1,127,538) 361,427
Accounts payable - General Partner and affiliates 145,667 103,008
----------- -----------
Total adjustments (883,570) 127,807
----------- -----------
Net cash used in operating activities (1,414,146) (290,202)
----------- -----------
Cash flows from investing activities:
Proceeds from the sale of equipment 807,620 --
Proceeds from sale of investment in unguaranteed residual values 393,186 30,022
Distribution received from unconsolidated joint ventures 318,413 435,546
----------- -----------
Net cash provided by investing activities 1,519,219 465,568
----------- -----------
(continued on next page)
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows - Continued
For the Three Months Ended March 31,
(unaudited)
2003 2002
---- ----
Cash flows from financing activities:
Proceeds from note payable - non-recourse 3,684,718 --
Repayments of notes payable - recourse (2,246,324) (158,330)
Cash distributions to partners (2,016,489) (2,023,649)
Repayments of notes payable - non-recourse (173,297) --
Redemption of limited partnership units (2,658) --
----------- -----------
Net cash used in financing activities (754,050) (2,181,979)
----------- -----------
Net decrease in cash and cash equivalents (648,977) (2,006,613)
Cash and cash equivalents at beginning of the period 819,928 3,213,445
----------- -----------
Cash and cash equivalents at end of the period $ 170,951 $ 1,206,832
=========== ===========
(continued on next page)
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Consolidated Statement of Cash Flows - Continued
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
For the three months ended March 31, 2003 and 2002, non-cash activities
included the following:
2003 2002
---- ----
Principal and interest on direct
finance receivables paid directly to lenders by lessees $ 5,289,897 $ 5,136,928
Rental income assigned - operating lease receivables 1,574,463 1,655,877
Principal and interest on non-recourse financing paid
directly to lenders by lessees (6,864,360) (6,792,805)
----------- -----------
$ -- $ --
=========== ===========
Interest expense of $1,167,480 and $1,344,108 for the three months ended
March 31, 2003 and 2002 consisted of interest expense on non-recourse financing
paid directly to lenders by lessees of $967,175 and $1,242,144 and other
interest of $200,305 and $101,964, respectively.
See accompanying notes to condensed consolidated financial statements.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Basis of Presentation
The condensed consolidated financial statements of ICON Income Fund Eight A
L.P. (the "Partnership") have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC") and, in the
opinion of management, include all adjustments (consisting only of normal
recurring accruals) necessary for a fair statement of income for each period
shown. Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such SEC rules and regulations. Management
believes that the disclosures made are adequate to make the information
presented not misleading. The results for the interim period are not necessarily
indicative of the results for the full year. These condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes included in the Partnership's 2002 Annual Report
on Form 10-K.
2. Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the three months ended March 31, 2003 and 2002
were as follows:
2003 2002
---- ----
Management fees $402,482 $598,236 Charged to Operations
Administrative expense
reimbursements 157,993 264,248 Charged to Operations
-------- --------
Total $560,475 $862,484
======== ========
The Partnership and affiliates formed four joint ventures for the purpose
of acquiring and managing various assets. (See Note 3 for additional
information
relating to the joint ventures.)
3. Consolidated Venture and Investments in Unconsolidated Joint Ventures
The Partnership and its affiliates formed four joint ventures discussed
below for the purpose of acquiring and managing various assets. The Partnership
and its affiliates have identical investment objectives and participate on the
same terms and conditions. The Partnership has a right of first refusal to
purchase the equipment, on a pro-rata basis, if any of the affiliates desire to
sell their interests in the equipment.
Consolidated Venture
The joint venture described below is majority owned and is consolidated
with the Partnership.
ICON/Boardman Facility LLC
--------------------------
In December 1998, the Partnership and three affiliates, ICON Cash Flow
Partners, L.P., Series C ("Series C"), ICON Cash Flow Partners L.P. Six ("L.P.
Six") and ICON Cash Flow Partners L.P. Seven, ("L.P. Seven") formed
ICON/Boardman Facility LLC ("ICON BF"), for the purpose of acquiring a lease
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
of a coal handling facility with Portland General Electric, a utility company.
The purchase price totaled $27,421,810 and was funded with cash and non-recourse
debt. The Partnership, Series C, L.P. Six, and L.P. Seven received a 98.5%, .5%,
..5% and .5% interest, respectively, in ICON BF.
In 2001 the joint venturers in ICON BF acquired Series C's interest in
accordance with their proportionate shares of ICON BF, at an aggregate cost of
$56,370, which represented Series C's carrying value of the investment. The
Partnership's share of the purchase price was $55,803. The remaining venturers'
shares in ICON BF at March 31, 2003 were 98.995%, .5025%, and .5025% for the
Partnership, L.P. Six, and L.P. Seven, respectively.
The Partnership's financial statements include 100% of the assets and
liabilities and 100% of the revenues and expenses of ICON BF. L.P. Six's and
L.P. Seven's interests in ICON BF have been reflected as minority interests in
joint ventures on the consolidated balance sheets and minority interest expense
on the consolidated statements of operations.
Investment in Unconsolidated Joint Ventures
The three joint ventures described below are less than 50% owned and are
accounted for following the equity method.
ICON/AIC Trust
--------------
In 1999, ICON/AIC Trust ("AIC Trust") was formed to own and manage a
portfolio of leases in England. The Partnership, L.P. Six and L.P. Seven own
43.73%, 25.51% and 30.76% interests in AIC Trust, respectively. The Partnership
accounts for its investment in AIC Trust under the equity method of accounting.
On December 28, 2001, AIC Trust sold its remaining leases, subject to the
related debt, at a loss, for a note receivable of (pound)2,575,000 ($3,744,822
based upon the exchange rate at December 31, 2001) which is payable in six
installments through June 2004. The first two installments on the note of
(pound)475,000 each were collected in 2002, and the third installment on the
note of (pound)450,000 was collected in the first quarter 2003. As of March 31,
2003, the remaining amount due is (pound)1,175,000 ($1,824,474 based upon the
exchange rate at March 31, 2003).
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Information as to the financial position of AIC Trust as of March 31, 2003
and December 31, 2002 and the results of its operations for the three months
ended March 31, 2003 and 2002 is summarized below:
March 31, 2003 December 31, 2002
-------------- -----------------
Assets $ 1,824,274 $ 2,572,522
=========== ============
Liabilities $ -- $ --
=========== ============
Equity $ 1,824,274 $ 2,572,522
=========== ============
Partnership's share of equity $ 797,755 $ 1,124,964
=========== ============
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
-------------- --------------
Net income $ 11,051 $ 37,457
=========== ============
Partnership's share of
net income $ 4,833 $ 16,379
=========== ============
Distributions $ 722,005 $ 995,989
=========== ============
Partnership's share of distributions $ 315,733 $ 435,546
=========== ============
ICON Aircraft 24846 LLC
-----------------------
In 2000, the Partnership and two affiliates, L.P. Seven and ICON Income
Fund Eight B, L.P. ("Fund Eight B") formed ICON Aircraft 24846 LLC ("ICON
Aircraft 24846") for the purpose of acquiring an investment in a 767-300ER
aircraft leased to Scandinavian Airlines Systems for a purchase price of
$44,515,416, which was funded with cash of $2,241,371 and non-recourse debt of
$42,274,045. The rents and the aircraft have been assigned to the unaffiliated
non-recourse lender. The lease expired in March 2003, at which time the balance
of the non-recourse debt outstanding was approximately $34,500,000. The
Partnership is currently remarketing the aircraft, during which time, the
Partnership will be making interest only payments on the outstanding
non-recourse debt. The Partnership, L.P. Seven and Fund Eight B have ownership
interests of 2.0%, 2.0% and 96.0%, respectively, in ICON Aircraft 24846. The
Partnership accounts for its investment under the equity method of accounting.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Information as to the financial position of ICON Aircraft 24846 as of March
31, 2003 and December 31, 2002 and the results of its operations for the three
months ended March 31, 2003 and 2002 is summarized below:
March 31, 2003 December 31, 2002
-------------- -----------------
Assets $38,435,324 $ 39,175,547
=========== ============
Liabilities $34,491,632 $ 35,419,214
=========== ============
Equity $ 3,943,692 $ 3,756,333
=========== ============
Partnership's share of equity $ 78,874 $ 75,127
=========== ============
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
-------------- --------------
Net income $ 187,359 $ 187,358
=========== ============
Partnership's share of net income $ 3,747 $ 3,747
=========== ============
ICON Cheyenne LLC
-----------------
In December 2000, the Partnership and three affiliates, L.P. Six, L.P.
Seven and Fund Eight B formed ICON Cheyenne LLC ("ICON Cheyenne") for the
purpose of acquiring a portfolio of leases for an aggregate purchase price of
$29,705,716, which was paid for with cash of $11,401,151 and the assumption of
non-recourse debt with an unaffiliated third party lender of $18,304,565. The
debt is structured to be amortized by the application to the debt of rentals due
under the various leases. The leases expire on various dates through September
2006. The Partnership, L.P. Seven, L.P. Six and Fund Eight B have ownership
interests of 1.0%, 10.31%, 1.0% and 87.69%, respectively, in ICON Cheyenne. The
Partnership accounts for its investment under the equity method of accounting.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Information as to the financial position of ICON Cheyenne as of March 31,
2003 and December 31, 2002 and the results of its operations for the three
months ended March 31, 2003 and 2002 is summarized below:
March 31, 2003 December 31, 2002
-------------- -----------------
Assets $14,091,628 $ 14,765,333
=========== ============
Liabilities $ 4,479,140 $ 5,141,481
=========== ============
Equity $ 9,612,488 $ 9,623,852
=========== ============
Partnership's share of equity $ 96,126 $ 96,239
=========== ============
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
-------------- --------------
Net income $ 256,681 $ 762,893
=========== ============
Partnership's share of net income $ 2,567 $ 7,629
=========== ============
Distributions $ 268,045 $ --
=========== ============
Partnership's share of distributions $ 2,680 $ --
=========== ============
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
March 31, 2003
Item 2. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information - The following discussion and analysis should
be read in conjunction with the audited financial statements dated December 31,
2002. Certain statements within this document may constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These statements are identified by words such as
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and similar expressions. This information may involve risks and uncertainties
that could cause actual results to differ materially from the forward-looking
statements. Although the Partnership believes that the expectations reflected in
such forward-looking statements are based on reasonable assumptions, such
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected.
Results of Operations for the 2003 Quarter Ended March 31, 2003 and 2002
For the three months ended March 31, 2003 and 2002, the Partnership did not
lease or finance any additional equipment.
Revenues for the quarter ended March 31, 2003 ("2003 Quarter") were
$2,701,123 representing a decrease of $372,982, or approximately 12%, as
compared to the quarter ended March 31, 2002 ("2002 Quarter"). The decrease in
revenues resulted primarily from decreases in finance income of $514,556, rental
income of $205,845 and interest and other income of $27,593. These decreases
were offset by a gain on sale of equipment of $391,620 in the 2003 Quarter as
compared to no sales during the 2002 Quarter. In addition, income from
investment in joint ventures decreased by $16,608.
The decrease in finance income is due to the reduction in the size of the
Partnership's portfolio of leases from the 2002 Quarter to the 2003 Quarter.
During the 2003 Quarter, there were two leases that were scheduled to expire in
accordance with their original leases. A finance lease with Keystone Great
Lakes, Inc. was renewed for an additional five years ending 2008. The equipment
pertaining to the other lease which was with Petsmart, Inc. was sold and a gain
of $391,620 was recognized.
The decrease in rental income is primarily due to reclassing an operating
lease (Sabena Technics, SA) to equipment held for lease or resale during the
fourth quarter of 2002, and therefore no revenues were recognized for the 2003
Quarter. In addition, the decrease in rental income is due to the restructuring
of the rental payments for an operating lease (Boeing) effective May 2002.
Therefore, the 2003 Quarter reflects the new lower rental payments, and the 2002
Quarter reflects the old higher rental payments.
Expenses for the 2003 Quarter were $3,231,699 representing a decrease of
$260,415, or approximately 7%, as compared to 2002 Quarter. The decreases in
expenses resulted primarily from decreases in management fees - General Partner
of $195,754, interest expense of $176,628, administrative expense reimbursements
- - General Partner of $106,255, and amortization of initial direct cost of
$38,653. These decreases are offset by an increase in depreciation of $171,530,
and general and administrative expense of $85,124. The reduction in expenses
resulted primarily from the reduction of the Partnership's portfolio leases and
a decline in average non-recourse indebtedness by way of application of lease
payments in accordance with the repayment schedules. Depreciation expense
increased due to additional depreciation on the equipment held for lease or
resale during the 2003 Quarter.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
March 31, 2003
Net loss for the 2003 Quarter and 2002 Quarter was $(530,576) and
$(418,009), respectively. The net loss per weighted average limited partnership
unit was ($.72) and $(.56) for the 2003 Quarter and 2002 Quarter, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of liquidity in the 2003 Quarter were
proceeds from a non-recourse note payable of $3,684,718, proceeds from sale of
investment of unguaranteed residual values of $393,186, proceeds from sales of
equipment of $807,620 and distributions received from unconsolidated joint
ventures of $318,413 offset by cash used in operating activities of $1,414,146,
distributions to partners aggregated $2,016,489, and the Partnership repaid
recourse debt of $2,246,324. As a result of this activity, the Partnership's
liquidity was reduced.
During the quarter ended June 30, 2002, the Partnership entered into a
$17,500,000 joint and several line of credit agreement dated as of May 30, 2002
shared with L.P. Seven and Fund Eight B (the "Initial Funds"), with Comerica
Bank as lender. Under the terms of the agreement, the Partnership may borrow at
a rate equal to the Comerica Bank base rate plus 1% (together, 5.25% at March
31, 2003) and all borrowings are to be jointly and severally collateralized by
the present values of rents receivable and equipment owned by all of the Initial
Funds sharing in the joint line of credit. On December 12, 2002, the agreement
was amended to admit ICON Income Fund Nine, LLC, collectively along with the
Initial Funds (the "Funds"), as a borrower sharing the $17,500,000 joint line of
credit agreement. The Funds have entered into a Contribution Agreement, dated as
of May 30, 2002, as amended December 12, 2002, pursuant to which the Funds have
agreed to restrictions on the amount and the terms of their respective
borrowings under the line of credit in order to minimize the risk that a Fund
would not be able to repay its allocable portion of the outstanding revolving
loan obligation at any time, including restrictions on any Fund borrowing in
excess of the lesser of (A) an amount each Fund could reasonably expect to repay
in one year out of its projected free cash flow, or (B) the greater of (i) the
Borrowing Base (as defined in the line of credit agreement) as applied to such
Fund, and (ii) 50% of the net worth of such Fund. The Contribution Agreement
provides that, in the event a Fund pays an amount under the agreement in excess
of its allocable share of the obligation under the agreement whether by reason
of an Event of Default or otherwise, the other Funds will immediately make a
contribution payment to such Fund in such amount that the aggregate amount paid
by each Fund reflects its allocable share of the aggregate obligations under the
agreement. The Funds' obligations to each other under the Contribution Agreement
are collateralized by a subordinate lien on the assets of each participating
Fund. The expiration date of this line of credit is May 31, 2003. The
Partnership violated a financial covenant at December 31, 2002 creating an Event
of Default. The bank granted a waiver to the Partnership with respect to this
Event of Default. As of March 31, 2003, there were borrowings of $1,559,547 by
the Partnership under the line of credit. Aggregate borrowing by all Funds under
the line of credit agreement aggregated $7,484,986 on March 31, 2003.
Cash distributions to limited partners for the 2003 Quarter and the 2002
Quarter, which were paid monthly, totaled $1,996,320 and $2,003,413,
respectively.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
March 31, 2003
Regus Business Center Corp. ("Regus"), with whom the Partnership has an
equipment lease, filed for Chapter 11 bankruptcy protection on January 14, 2003.
The Partnership's finance leases with Regus were acquired in December 1999 for
$4,861,629. Regus did not pay rent in January or February, 2003. The
Partnership, has negotiated new lease terms with Regus and restructured the
lease effective March 15, 2003 whereby the lease, originally scheduled to expire
on December 29, 2003 has been extended to expire March 2007 but at a new reduced
rental rate. As of December 31, 2002 the contractual rent receivable under the
Regus lease was $1,544,686. Giving effect to the lease restructuring, the
contractual rent receivable under the Regus lease as of March 31, 2003 was
increased to $2,928,737.
As of March 31, 2003, there were no known trends or demands, commitments,
events or uncertainties, which are likely to have any material effect on
liquidity. As cash is realized from operations and additional borrowings, the
Partnership will continue to invest in equipment leases and financings where it
deems it to be prudent while retaining sufficient cash to meet its reserve
requirements and recurring obligations. We do not consider the impact of
inflation to be material in the analysis of our overall operations.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
The Partnership is exposed to certain market risks, including changes in
interest rates and the demand for equipment (and the related residuals) owned by
the Partnership and its investees. Except as described below, the Partnership
believes its exposure to other market risks are insignificant to both its
financial position and results of operations.
The Partnership manages its interest rate risk by obtaining fixed rate
debt. The fixed rate debt service obligation streams are generally matched by
fixed rate lease receivable streams generated by the Partnership's lease
investments.
Additionally, the Partnership borrows funds under a floating rate line of
credit and is therefore exposed to interest rate risk until the floating rate
line of credit is repaid. The Partnership's aggregate borrowings under the
floating rate line of credit as of March 31, 2003 was $1,559,547 as compared to
$3,805,871 at December 31, 2002. The Partnership believes the risk associated
with rising interest rates under this line is not significant.
The Partnership manages its exposure to equipment and residual risk by
monitoring the market and maximizing re-marketing proceeds received through
re-lease or sale of equipment.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
March 31, 2003
Item 4. Controls and Procedures
Beaufort J.B. Clarke and Thomas W. Martin, the Principal Executive and
Principal Financial Officers, respectively, of ICON Capital Corp. ("ICC"), the
General Partner of the Partnership, have evaluated the disclosure controls and
procedures of the Partnership within 90 days prior to the filing of this
quarterly report. As used herein, the term "disclosure controls and procedures"
has the meaning given to the term by Rule 13a-14 under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), and includes the controls and other
procedures of the Partnership that are designed to ensure that information
required to be disclosed by the Partnership in the reports that it files with
the SEC under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. As part of their
evaluation, Messrs. Clarke and Martin conferred with the finance and accounting
staff of ICC and the finance and accounting staff of ICON Holdings Corp., the
parent of ICC. Based upon their evaluation, Messrs. Clarke and Martin have
concluded that the Partnership's disclosure controls and procedures provide
reasonable assurance that the information required to be disclosed by the
Partnership in this report is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms applicable to the
preparation of this report.
There have been no significant changes in the Partnership's internal
controls or in other factors that could significantly affect the Partnership's
internal controls subsequent to the evaluation described above conducted by
ICC's principal executive and financial officers.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
March 31, 2003
PART II - OTHER INFORMATION
Item 1- Legal Proceedings
-----------------
The Company, from time-to-time, in the ordinary course of business, commences
legal actions when necessary to protect or enforce the rights of the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.
Item 6 - Exhibits and Reports on Form 8-K
--------------------------------
(b) Reports on Form 8K
Form 8-K filed on February 5, 2003
Item 4. Changes in Registrant's Certifying Accountant
(c) Exhibits
99.1 Certification of Chairman and Chief Executive Officer pursuant to 18
U.S.C.ss.1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer pursuant to 18 U.S.C.ss.1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
March 31, 2003
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.
ICON Income Fund Eight A L.P.
File No. 333-54011 (Registrant)
By its General Partner,
ICON Capital Corp.
May 12, 2003 /s/ Thomas W. Martin
- ----------------------------- ---------------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the General Partner of the Registrant)
Certifications - 10-K
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this quarterly report on Form 10-K of ICON Income Fund
Eight A L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements 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 quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures 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 quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; 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; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May 12, 2003
/s/ Beaufort J.B. Clarke
- -----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Income Fund Eight A L.P.
Certifications - 10-K
I, Thomas W. Martin, certify that:
1. I have reviewed this quarterly report on Form 10-K of ICON Income Fund
Eight A L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements 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 quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures 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 quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; 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; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May 12, 2003
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer) of the General Partner of the
Registrant) ICON Capital Corp.
sole General Partner of ICON Income Fund Eight A L.P.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
March 31, 2003
EXHIBIT 99-1
I, Beaufort J.B. Clarke, Chairman and Chief Executive Officer of ICON Capital
Corp, the sole General Partner of ICON Income Fund Eight A L.P., certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-K for the period ended March 31, 2003 (the
"Quarterly Report") which this statement accompanies fully complies with
the requirements of Section 13(a) of the Securities Exchange Act of 1934
(15 U.S.C. 78m) and
(2) information contained in the Quarterly Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Income Fund Eight A L.P.
Dated: May 12, 2003
/s/ Beaufort J.B. Clarke
- --------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Income Fund Eight A L.P.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
March 31, 2003
EXHIBIT 99-2
I, Thomas W. Martin, Executive Vice President (Principal Financial and
Accounting Officer) of ICON Capital Corp, the sole General Partner of ICON
Income Fund Eight A L.P., certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) the Quarterly Report on Form 10-K for the period ended March 31, 2003 (the
"Quarterly Report") which this statement accompanies fully complies with
the requirements of Section 13(a) of the Securities Exchange Act of 1934
(15 U.S.C. 78m) and
(2) information contained in the Quarterly Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Income Fund Eight A L.P.
Dated: May 12, 2003
/s/ Thomas W. Martin
- -------------------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
sole General Partner of ICON Income Fund Eight A L.P.