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 September 30, 2004
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[x ] 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 333-54011
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ICON Income Fund Eight A L.P.
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(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 10011-1505
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(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)
Consolidated Balance Sheets
(Unaudited)
September 30, December 31,
2004 2003
---- ----
Assets
Cash and cash equivalents $ 323,234 $ 52,101
-------------- ---------------
Investments in finance leases:
Minimum rents receivable 5,505,646 10,827,643
Estimated unguaranteed residual values 16,589,619 17,760,019
Initial direct costs, net 141,399 248,472
Unearned income (1,931,214) (3,697,612)
Allowance for doubtful accounts (228,721) (228,721)
-------------- ---------------
20,076,729 24,909,801
-------------- ---------------
Investments in operating leases:
Equipment, at cost 40,289,910 19,692,476
Accumulated depreciation (5,686,350) (2,202,024)
-------------- ----------------
34,603,560 17,490,452
-------------- ---------------
Equipment held for lease or sale, net 2,056,333 2,505,332
Investments in unguaranteed residual values 1,997,000 1,997,000
Investments in joint ventures 21,794 693,023
Due from affiliates, net 134,827 295,386
Other assets, net 729,223 130,257
-------------- ---------------
Total assets $ 59,942,700 $ 48,073,352
============== ===============
(continued on next page)
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Consolidated Balance Sheets - Continued
(Unaudited)
September 30, December 31,
2004 2003
---- ----
Liabilities and Partners' Equity
Notes payable - non-recourse $ 33,424,708 $ 19,174,180
Note payable - recourse 2,925,000 4,184,547
Security deposits and other liabilities 286,560 731,628
Due to affiliates, net 172,295 236,822
Minority interest 415,607 141,232
Deferred rental income 2,311,307 -
------------ -------------
Total liabilities 39,535,477 24,468,409
------------ ------------
Commitments and Contingencies
Partners' equity (deficiency):
General Partner (445,563) (414,398)
Limited Partners (739,601.241 and 742,308.870 units
outstanding, $100 per unit original issue price) 20,852,786 24,019,341
------------ ------------
Total partners' equity 20,407,223 23,604,943
------------ ------------
Total liabilities and partners' equity $ 59,942,700 $ 48,073,352
============ ============
See accompanying notes to consolidated financial statements.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Operations
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2004 2003 2004 2003
---- ---- ---- ----
Revenues
Rental income $ 1,887,936 $ 733,842 $ 2,607,936 $ 3,882,768
Finance income 552,417 757,465 1,766,397 2,217,915
Net gain (loss) on sales of equipment - 284,205 (3,421) 675,825
Gain from sale of investment in unguaranteed
residual values 36,923 340,410 119,247 566,568
Income (loss) from investment in joint ventures 182,211 (32,987) 137,546 (36,051)
Interest income and other 10,385 7 23,204 17
------------- ------------- ------------- -------------
Total revenues 2,669,872 2,082,942 4,650,909 7,307,042
------------- ------------- ------------- -------------
Expenses
Loss on lease termination - 279,139 - 7,365,477
Interest 446,509 683,951 1,264,824 2,922,924
Depreciation 1,605,528 625,861 2,357,859 2,986,887
Management fees - General Partner 196,769 128,534 512,361 708,607
Administrative expense reimbursements -
General Partner 80,951 51,354 210,927 280,383
Amortization of initial direct costs 26,178 48,327 120,750 149,940
General and administrative 81,099 212,174 270,593 599,765
Minority interest 5,356 3,746 12,802 10,797
------------- -------------- ------------- -------------
Total expenses 2,442,390 2,033,086 4,750,116 15,024,780
------------- ------------- -------------- -------------
Net income (loss) $ 227,482 $ 49,856 $ (99,207) $ (7,717,738)
============= ============= ============= =============
Net income (loss) allocable to:
Limited Partners $ 225,207 $ 49,357 $ (98,215) $ (7,640,561)
General Partner 2,275 499 (992) (77,177)
------------- ------------- ------------- -------------
$ 227,482 $ 49,856 $ (99,207) $ (7,717,738)
============= ============= ============= =============
Weighted average number of limited
partnership units outstanding 739,664 742,689 740,438 742,797
============= ============== ============== ==============
Net income (loss) per weighted average
limited partnership unit $ 0.30 $ 0.07 $ (0.13) $ (10.28)
============= ============== ============== ==============
See accompanying notes to consolidated financial statements.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Condensed Consolidated Statement of Changes in Partners' Equity
For the Nine Months Ended September 30, 2004
(Unaudited)
Limited Partner Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at
January 1, 2004 $ 24,019,341 $ (414,398) $ 23,604,943
Cash distributions to partners $ 3.97 $ - (2,937,456) (30,173) (2,967,629)
Limited partnership units
redeemed (2,707.629 units) (130,884) - (130,884)
Net loss (98,215) (992) (99,207)
---------------- ------------ -------------
Balance at
September 30, 2004 $ 20,852,786 $ (445,563) $ 20,407,223
---------------- ------------ -------------
See accompanying notes to consolidated financial statements.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30,
(Unaudited)
2004 2003
---- ----
Cash flows from operating activities:
Net loss $ (99,207) $ (7,717,738)
--------------- ---------------
Adjustments to reconcile net loss to
net cash used in operating activities:
Rental income paid directly to lenders by lessee (2,607,936) (3,712,768)
Finance income paid directly to lenders by lessees (1,491,852) (1,883,725)
Depreciation 2,357,859 2,986,887
Interest expense on non-recourse financing paid
directly by lessees 1,163,125 2,462,868
Amortization of initial direct costs 120,750 149,940
Minority interest 12,802 10,797
Loss on lease termination - 7,365,477
(Income) loss from investments in joint venture (137,546) 36,051
Net (gain) loss on sales of equipment 3,421 (675,825)
Gain from sale of investment in unguaranteed residual values (119,247) (566,568)
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 223,964 251,145
Due from affiliates 375,506 (303,758)
Other assets, net (365,992) 664,972
Security deposits and other liabilities (124,968) (1,220,725)
Due to affiliates, net (217,401) (5,565)
--------------- ---------------
Total adjustments (807,515) 5,559,203
--------------- ---------------
Net cash used in operating activities (906,722) (2,158,535)
---------------- ---------------
Cash flows from investing activities:
Proceeds from sales of equipment 1,217,081 1,661,898
Proceeds from sales of investment in unguaranteed residual values 119,247 1,667,651
Distribution received from joint ventures 647,411 323,151
Investment in joint ventures (3,167,803) -
Investment in options (419,672) -
---------------- ---------------
Net cash (used in) provided by investing activities (1,603,736) 3,652,700
---------------- ---------------
(continued on next page)
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows - Continued
For the Nine Months Ended September 30,
(Unaudited)
2004 2003
---- ----
Cash flows from financing activities:
Proceeds from note payable - non-recourse 11,193,368 3,684,718
Proceeds from note payable - recourse 4,315,000 2,025,000
Repayments of notes payable - non-recourse (3,878,717) (353,039)
Repayments of note payable - recourse (5,574,547) (2,246,324)
Cash distributions to partners (2,967,629) (5,090,888)
Loans and advances affiliates (175,000) -
Redemption of limited partnership units (130,884) (25,912)
--------------- ---------------
Net cash provided by (used in) financing activities 2,781,591 (2,006,445)
--------------- ---------------
Net increase (decrease) in cash and cash equivalents 271,133 (512,280)
Cash and cash equivalents at beginning of period 52,101 819,928
--------------- --------------
Cash and cash equivalents at end of period $ 323,234 $ 307,648
=============== ===============
(continued on next page)
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows - Continued
(Unaudited)
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
For the nine months ended September 30, 2004 and 2003, non-cash activities
included the following:
2004 2003
---- ----
Principal and interest from finance leases
paid directly to lenders by lessees $ 5,215,374 $ 7,108,862
Rental income from operating leases
paid directly to lenders by lessees 2,607,936 3,712,768
Deferred rental income from operating leases
paid directly to lenders by lessees (2,311,307) -
Principal and interest on non-recourse financing paid
directly to lenders by lessees (5,512,003) (10,821,630)
--------------- --------------
$ - $ -
=============== ==============
Non-cash portion of equipment purchased $ 12,678,517 $ -
Non-recourse notes assumed with purchase of equipment $ (12,678,517) $ -
--------------- --------------
$ - $ -
=============== ==============
Notes payable - non-recourse relinquished with sale
of equipment $ - $ 23,244,966
=============== ===============
Interest paid directly to lenders by lessees pursuant
to non-recourse financing $ 1,163,125 $ 2,462,868
Other interest paid 101,699 460,056
--------------- ---------------
Total interest expense $ 1,264,824 $ 2,922,924
=============== ===============
See accompanying notes to consolidated financial statements.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2004
(Unaudited)
1. Basis of Presentation and Consolidation
The accompanying consolidated financial statements of ICON Income Fund
Eight A L.P. (the "Partnership") have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC") for Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) considered necessary for a fair presentation
have been included. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes included the
Partnership's 2003 Annual Report on Form 10-K. The results for the interim
period are not necessarily indicative of the results for the full year.
The accompanying consolidated financial statements include the accounts of
the Partnership and its ownership interests in ICON/Boardman Facility LLC at
September 30, 2004 and for the nine months ended September 30, 2004 and 2003 and
ICON Aircraft 46837, LLC at September 30, 2004 and for the three months ended
September 30, 2004. All material intercompany balances and transactions have
been eliminated in consolidation.
2. Organization
The Partnership was formed under the laws of the state of Delaware on
February 7, 2000 for the purpose of acquiring equipment to engage in equipment
leasing and sales activities. The Partnership will make additional investments
in equipment from the cash generated from the Partnership's initial investments
to the extent that cash is not needed for Partnership expenses, reserves and
distributions to investors. The investment in additional equipment in this
manner is called "reinvestment." We are currently operating in our reinvestment
period.
After the reinvestment period, the Partnership will then sell its assets in
the ordinary course of business during a time frame called the disposition
period. If the Partnership believes it would benefit investors to reinvest the
Partnership's cash flow in equipment during the disposition period, the
Partnership may do so, but ICON Capital Corp. will not receive any additional
fees in connection with any such reinvestments.
The General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut Corporation. The General Partner manages and controls
the business affairs of the Partnership's equipment, leases and financing
transactions under the Partnership Agreement.
3. Joint Ventures
The Partnership and its affiliates, entities in which ICON Capital Corp. is
also the General Partner, formed five joint ventures for the purpose of
acquiring and managing various assets. The Partnership and its affiliates have
substantially 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
interest in the equipment or joint venture.
The two joint ventures described below are majority owned and are
consolidated with the Partnership.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2004
(Unaudited)
3. Joint Ventures (continued)
ICON Aircraft 46837, LLC
------------------------
On March 31, 2004 the Partnership and ICON Income Fund Ten, LLC ("Fund
Ten"), an affiliate, formed a joint venture, ICON Aircraft 46837, LLC ("ICON
Aircraft 46837"), for the purpose of acquiring a 1979 McDonnell Douglas
DC-10-30F aircraft on lease to Federal Express Corporation ("FedEx") with a
remaining lease term of 33 months. The Partnership acquired a 28.6% ownership
interest in this joint venture for a total of $6,145,961, of which $1,100,000
was in cash and $4,965,216 was non-recourse debt. The non-recourse debt accrues
interest at 4.0% per annum and matures in March 2007. The lender has a security
interest in the aircraft and an assignment of the rental payments under the
lease with FedEx. Legal fees of $36,050 were also paid and capitalized as part
of the cost of the aircraft. Subsequent to closing, an additional $202,571 in
bank fees and legal expenses were paid and capitalized as part of the cost of
the aircraft.
The Partnership had an option to acquire an additional 61.4% ownership
interest from Fund Ten. The cost of the option was $419,672, which included
$10,000 paid to Fund Ten and $409,672 paid to the General Partner as a
acquisition fee. During the third quarter 2004 this option was exercised and
Fund Ten sold 61.4% of its ownership interest to the Partnership giving the
Partnership a 90% ownership interest in ICON Aircraft 46837. Fund Ten received
$2,130,604 and another $166,274 is due to Fund Ten, which is included in due to
affiliates in the accompanying consolidated balance sheets. The Partnership now
consolidates ICON Aircraft 46837's balance sheet and income statement at
September 30, 2004 for the quarter ended September 30, 2004. The outstanding
balance of the non-recourse debt secured by this aircraft was $12,676,691 at
September 30, 2004.
ICON/Boardman Facility LLC
--------------------------
The Partnership and two affiliates, ICON Cash Flow Partners L.P. Seven
("L.P. Seven") and ICON Cash Flow Partners L.P. Six ("L.P. Six") formed
ICON/Boardman Facility LLC ("ICON BF") for the purpose of acquiring a coal
handling facility on lease with Portland General Electric ("PGE"), a utility
company. Prior to September 24, 2004 the Partnership, L.P. Seven and Fund Eight
A owned 98.995%, .5025%, and .5025% interests, respectively, in ICON BF. In
connection with the terms of the Contribution Agreement, as discussed in Note 4,
effective September 24, 2004 L.P. Seven assigned its entire .5025% interest in
ICON BF to the Partnership in exchange for $65,325. This amount was determined
to be the fair value of L.P. Seven's interest in ICON BF based upon the expected
proceeds from the sale of the coal handling facility. When the coal handling
facility is ultimately sold, and the actual gain on the sale determined, L.P.
Seven may be required to repay a portion of the cash received or receive
additional cash so the actual gain realized by the Partnership is representative
of its previous ownership interest of .5025%
ICON BF is currently in negotiations with PGE for the purchase of the coal
handling facility from ICON BF. The sale is expected to be completed during
November 2004 with PGE acquiring ownership of the coal handling facility.
The three joint ventures described below are 50% or less owned by the
Partnership and are accounted for under the equity method, whereby the
Partnership's original investment was recorded at cost and is adjusted by its
share of earnings, losses and distributions from the joint ventures.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2004
(Unaudited)
3. Joint Ventures (continued)
ICON/AIC Trust
--------------
The Partnership and two affiliates, L.P. Seven and L.P. Six formed ICON/AIC
Trust ("AIC Trust") for the purpose of owning and managing a portfolio of leases
in England. The Partnership, L.P. Seven and L.P. Six owned a 43.73%, 30.76%, and
25.51%interest, respectively, in AIC Trust, respectively.
On December 28, 2001, AIC Trust sold its remaining leases, subject to the
related debt, in exchange for a note receivable of (Pound)2,575,000 ($3,744,822
converted at the exchange rate at December 31, 2001) which was payable in six
installments through June 2004. In July 2004, the final installment on the note
was collected, and distributed. On September 30, 2004, AIC Trust was dissolved.
The Partnership recognized a gain of $177,832 from the dissolution of its
investment in AIC Trust which is included in income (loss) from investment in
joint ventures in the accompanying consolidated statements of operations.
Information as to the unaudited results of operations of AIC Trust for the
nine months ended September 30, 2004 and 2003 and is summarized below:
Nine Months Ended Nine Months Ended
September 30, 2004 September 30, 2003
------------------ -----------------
Net income $ 7,700 $ 32,151
================ ================
Partnership's share of net income $ 181,199 $ 14,060
================ ================
Distributions $ 1,378,141 $ 1,396,948
================ =================
Partnership's share of distributions $ 602,661 $ 610,885
================ ================
ICON Aircraft 24846 LLC
-----------------------
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 Boeing 767-300ER aircraft on
lease to Scandinavian Airline Systems. The Partnership, L.P. Seven and Fund
Eight B had ownership interests of 2.0%, 2.0% and 96.0%, respectively.
The aircraft was sold on July 29, 2004 and ICON Aircraft 24846 realized a
loss on the sale of approximately $601,800. The General Partner had determined
that it was in the best interest of ICON 24846 and its members to sell the
Boeing 767-300ER aircraft to BTM Capital Corp., the lender, for an amount equal
to the outstanding debt balance. The decision to sell the aircraft was based, in
part, on the following factors: (i) the aircraft's current fair market value was
estimated to be between $24,000,000 and $27,000,000 and the balance of the
outstanding debt was $34,500,000; (ii) any new lease for the aircraft would have
required the Partnership to contribute an additional $850,000 in equity (at
minimum) in order to reconfigure the aircraft and/or upgrade the engines; and
(iii) if the Partnership were to continue to remarket the aircraft, the lender
would have required interest only payments of approximately $100,000 per month
until the aircraft was re-leased.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2004
(Unaudited)
3. Joint Ventures (continued)
Information as to the unaudited results of operation of ICON Aircraft 24846
for the nine months ended September 30, 2004 and 2003 is summarized below:
Nine Months Ended Nine Months Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Net loss $ (1,913,779) $ (2,499,071)
================== =================
Partnership's share of net loss $ (38,276) $ (49,981)
================== =================
ICON Cheyenne LLC
-----------------
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 and
managing a portfolio of leases. The Partnership, L.P. Six, L.P. Seven, and Fund
Eight B had original ownership interests of 1.0%, 1.0%, 10.31% and 87.69%,
respectively. In connection with the terms of the Contribution Agreement as
discussed in Note 4, effective September 30, 2004, L.P. Seven assigned a 9.04%
interest in ICON Cheyenne (while retaining a 1.27% interest) to Fund Eight B for
$204,384. This amount was determined to represent fair value, which was equal to
L.P. Seven's net book value in ICON Cheyenne at September 30, 2004. The fair
value was determined using discounted cash flow projections for ICON Cheyenne's
portfolio.
Information as to the unaudited results of operation of ICON Cheyenne for
the nine months ended September 30, 2004 and 2003 is summarized below:
Nine Months Ended Nine Months Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Net loss $ (582,147) $ (12,994)
=============== ================
Partnership's share of net loss $ (5,821) $ (130)
================ ===============
Distributions $ 4,470,000 $ 741,759
================ ===============
Partnership's share of distributions $ 44,700 $ 7,418
================ ===============
4. Related Party Transactions
As part of the Comerica Bank Loan and Security Agreement, there is a
Contribution Agreement between the Partnership, L.P. Seven, Fund Eight B, Fund
Nine and Fund Ten (each a "Borrower" and collectively, "the Borrowers"). Under
the Contribution Agreement each Borrower is jointly and severally liable for all
amounts outstanding to Comerica Bank. The Contribution Agreement allows a
Borrower to repay another Borrowers obligation to Comerica Bank so long as the
repaid amounts are promptly reimbursed to the paying Borrower. At September 30,
2004, the Partnership, paid to Comerica Bank, $175,000, on behalf of the
obligations of L.P. Seven. Additional, L.P. Seven has amounts due from the
Partnership of $155,522. The Partnership's accruing interest income at 8.0% per
annum on all unpaid advances. L.P. Seven anticipates repayment either from
rental income, proceeds from equipment sales or the sale of joint venture
interests or a combination of the three.
ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2004
(Unaudited)
4. Related Party Transactions - continued
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the nine months ended September 30, 2004 and 2003,
respectively, were as follows:
2004 2003
---- -----
Management fees $ 512,361 $ 708,607 Charged to Operations
Administrative expense
reimbursements 210,927 280,383 Charged to Operations
--------- ----------
Total $ 723,288 $ 988,990
========= ==========
For the nine months ended September 30, 2004, the Partnership had a net
receivable of $134,827 due from L.P. Seven principally as a result of amounts
paid in connection with the Contribution Agreement. The Partnership also had a
net payable of $172,295 due to affiliates principally Fund Ten in connection
with the Partnership's exercise of its option to acquire ICON Aircraft 46837
Item 2. Manager'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 consolidated financial statements and
notes included in our annual report on Form 10-K dated December 31, 2003.
Certain statements within this document may constitute forward-looking
statements within the meaning 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.
We believe that the expectations reflected in such forward-looking statements
are based on reasonable assumptions. Any such forward-looking statements are
subject to risks and uncertainties and our future results of operations could
differ materially from historical results or current expectations. Some of these
risks are discussed in this report, and include, without limitation,
fluctuations in oil and gas prices; changes in capital spending by lessees;
changing customer demands for aircraft; acts of terrorism; unsettled political
conditions, war, civil unrest and governmental actions, especially in higher
risk countries of operations; foreign currency fluctuations; and environmental
and labor laws. Our actual results could differ materially from those
anticipated by such forward-looking statements due to a number of factors, some
of which may be beyond our control, including, without limitation:
o changes in our industry, interest rates or the general economy;
o the degree and nature of our competition;
o availability of qualified personnel;
o the financial condition of lessees;
o cash flows from operating activities may be less than our current level of
expenses and debt obligations;
o the financial condition of lessees; and
o lessee defaults.
a. Overview
We are an equipment leasing business formed on February 7, 2000 and began
active operations on June 14, 2000. We are primarily engaged in the business of
acquiring equipment subject to leases. After the net offering proceeds were
invested, additional investments will be made with the cash generated from our
initial investments to the extent that cash is not needed for our expenses,
reserves and distributions to investors. The investment in additional equipment
in this manner is called "reinvestment." We are currently operating in our
"reinvestment period". After the "reinvestment period", we will then sell our
assets in the ordinary course of business during a time frame called the
"disposition period". If we believe it would benefit investors to reinvest our
cash flow in equipment during the disposition period, we may do so, but we will
not receive any additional fees in connection with any such reinvestments.
Our current equipment portfolio, which is held directly by us or through
joint venture investments with affiliates, consists substantially of:
o One (1) tugboat ("M/V MICHIGAN") bearing official number 650770 and one (1)
oil barge ("GREAT LAKES") bearing official number 650771 on lease to
Keystone Great Lakes, whose obligations are ultimately guaranteed by BP
Amoco Plc. The purchase price was $12,922,568, of which our cash
contribution was $5,628,144. The lease is scheduled to expire on January 1,
2008.
o A 99.4975% interest in equipment used in a coal handling facility on lease
to Portland General Electric ("PGE"). The purchase price of the equipment
was $27,421,810, of which the equity contribution was $15,193,097, and
assumed non-recourse debt was $12,228,713. The lease has been extended and
is currently scheduled to expire on January 23, 2010, at which time the
lessee has the option to renew for another 15 years. We are currently in
negotiations with PGE for the purchase of the coal handling facility from
us. The sale is expected to be completed during November 2004 with PGE
acquiring ownership of the coal handling facility.
o A 90% interest in a 1979 McDonnell Douglas DC-10-30F aircraft on lease to
Federal Express Corporation with an expiration of March 2007. The purchase
price of the aircraft was $3,566,226 in cash and $17,672,027 in
non-recourse debt.
o Tekion Modular Furniture on lease to E*Trade Group, Inc. The purchase price
consisted of an equity contribution of $117,001 in cash and assumption of
$1,147,125 in non-recourse debt. The base term of the lease is scheduled to
expire on May 31, 2005.
o Boeing 737-200 aircraft on lease to America West Corporation. The total
aggregate purchase price was $6,569,234 consisting of $1,534,547 in cash
and the assumption of non-recourse debt in the amount of $5,034,687. The
lease is scheduled to expire on December 31, 2005.
o Boeing model 737-200 aircraft on lease to America West Corporation. The
total aggregate purchase price was $6,650,000 consisting of a cash
contribution of $1,615,313 and the assumption of non-recourse debt in the
amount of $5,034,687. The lease is scheduled to expire on January 14, 2006.
o Various furniture, computers and telephone systems on lease to Regus
Business Centre Corp. The aggregate purchase price of the equipment was
$4,861,629. The original term of the lease was for 48 months and was
scheduled to expire on November 10, 2003. This lease was renewed with the
renewal period extending the lease termination date to February 28, 2007.
o Various aircraft rotables that were originally on lease to Sabena Belgian
World Airways. The aggregate purchase price of the parts was $2,978,345.
The equipment is currently off lease and being remarketed. Various aircraft
rotables that were originally on lease to Sabena Oman. The aggregate
purchase price of the parts was $1,961,000. The equipment is currently off
lease and being remarketed.
o A 50 % portion of the residual value and the right to acquire the balance
of an offshore drilling rig, the Cecil Provine. We purchased the option for
$1,997,000 in cash. The Cecil Provine is on a bareboat charter to Rowan
Companies, Inc. through December 2008.
Substantially all of our recurring operating cash flows are generated from
the operations of the single-investor leases in our portfolio. On a monthly
basis, we deduct the expenses related to the recurring operations of the
portfolio from such revenues and assess the amount of the remaining cash flows
that will be required to fund known re-leasing costs and equipment management
costs. Any residual operating cash flows are considered available for
distribution to the investors and are paid monthly (up until the disposition
period).
Industry Factors
Our results continue to be impacted by a number of factors influencing the
equipment leasing industry.
General Economic Conditions
The U.S. economy appears to be recovering, and the leasing industry's
outlook for the foreseeable future is encouraging. We foresee an increase in
capital spending by corporations through 2007 which should increase the pool of
available secondary market leases, and to that end, we believe there will be
more opportunities in this market. Nonetheless, a key obstacle still facing the
leasing industry is the continued low interest rate environment, which reduces
leasing volume inasmuch as customers are more prone to purchase than lease.
Other factors which may negatively affect the leasing industry are the proposed
legal and regulatory changes that may affect tax benefits of leasing and the
continued misperception by potential lessees, stemming from Enron, WorldCom and
others, that leasing should not play a central role as a financing alternative.
However, as economic growth continues and interest rates inevitably begin to
rise over time, we are optimistic that more lessees will return to the
marketplace.
Further Deterioration of the Air Travel Industry.
The aircraft leasing industry is currently on the downside of a business
cycle and this has resulted in depressed sales prices for assets such as our
aircraft interests. It does not appear that the industry will recover
significantly in the very near future, although we are optimistic that within
two to three years, there will be a recovery. However, a further weakening of
the industry could cause the proceeds realized from the future sale of our
aircraft and its rotables to be even less than suggested by recent appraisals.
Inability to Remarket Assets.
If current equipment lessees choose not to renew their leases or purchase
the equipment at the expiration of the lease, we will need to remarket the
equipment, which could be difficult. There is no assurance that we will be able
to locate a willing buyer or lessee, or if one is located, that the buyer or
lessee will pay a price for the asset at least equal to the carrying value.
b. Results of Operations for the Three Months Ended September 30, 2004 and
2003
Revenues for the quarterly periods ended September 30, 2004 (the "2004
Quarter") and 2003 (the "2003 Quarter") are summarized as follows:
- --------------------------------------------------------------------------------
Quarters Ended, September 30, 2004 and 2003
- -------------------------------------------------------------------------------
- ---------------------------------------- ---------- ------------ ---------------
2004 Quarter 2003 Quarter Change
- ---------------------------------------- ----------- ------------ --------------
- ---------------------------------------- ----------- ------------ --------------
Total Revenues $2,669,872 $ 2,082,942 $ 586,930
- ---------------------------------------- ----------- ------------ --------------
- ---------------------------------------- ----------- ------------ --------------
Rental income $1,887,936 $ 733,842 $1,154,094
- ---------------------------------------- ----------- ------------ --------------
- ---------------------------------------- ----------- ------------ --------------
Finance income $ 552,417 $ 757,465 $ (205,048)
- ---------------------------------------- ----------- ------------ --------------
- ---------------------------------------- ----------- ------------ --------------
Net gain (loss) on sales of equipment $ - $ 284,205 $ (284,205)
- ---------------------------------------- ----------- ------------ --------------
- ---------------------------------------- ----------- ------------ --------------
Gain from investment in unguaranteed
residual values $ 36,923 $ 340,410 $ (303,487)
- ---------------------------------------- ----------- ------------ --------------
- ---------------------------------------- ----------- ------------ --------------
Income (loss) from investments in
joint ventures $ 182,211 $ (32,987) $ 215,198
- ---------------------------------------- ----------- ------------ --------------
- ---------------------------------------- ----------- ------------ --------------
Interest and other income $ 10,385 $ 7 $ 10,378
- ---------------------------------------- ----------- ------------ --------------
Revenues for the 2004 Quarter increased $586,930, or 28.2%, as compared to
the 2003 Quarter. This increase in revenue resulted primarily from an increase
in rental income which was due to the lease with Federal Express Corporation.
This lease began during March 2004 so it effects the 2004 Quarter but there was
no corresponding lease in the 2003 Quarter. Finance income and gain from
investment in unguaranteed residual values both decreased due to maturing leases
and reduced booked residual values in the 2004 Quarter as compared to the 2003
Quarter. We realized a gain on the sale of equipment during the 2003 Quarter
associated with our investment in the Summit Portfolio. There was no
corresponding sale during the 2004 Quarter. The increase from income (loss) from
investments in joint ventures was a result of the dissolution of AIC Trust in
which we realized additional income of $177,832. There was no similar
transaction during the 2003 Quarter.
Expenses for the quarterly periods ended September 30, 2004 and 2003 are
summarized as follows:
- --------------------------------------------------------------------------------
Quarters Ended, September 30, 2004 and 2003
- --------------------------------------------------------------------------------
- ---------------------------------------- ---------- ------------- -----------
2004 Quarter 2003 Quarter Change
- ---------------------------------------- ---------- ------------- -----------
- ---------------------------------------- ---------- ------------- -----------
Total Expenses $2,442,390 $ 2,033,086 $ 409,304
- ---------------------------------------- ---------- ------------- -----------
- ---------------------------------------- ---------- ------------- -----------
Loss on lease termination $ - $ 279,139 $ (279,139)
- ---------------------------------------- ---------- ------------- -----------
- ---------------------------------------- ---------- ------------- -----------
Interest $ 446,509 $ 683,951 $ (237,442)
- ---------------------------------------- ---------- ------------- -----------
- ---------------------------------------- ---------- ------------- -----------
Depreciation $1,605,528 $ 625,861 $ 979,667
- ---------------------------------------- ---------- ------------- -----------
- ---------------------------------------- ---------- ------------- -----------
Management fees - General Partner $ 196,769 $ 128,534 $ 68,235
- ---------------------------------------- ---------- ------------- -----------
- ---------------------------------------- ---------- ------------- -----------
Administrative expense reimbursements -
General Partner $ 80,951 $ 51,354 $ 29,597
- ---------------------------------------- ---------- ------------- -----------
- ---------------------------------------- ---------- ------------- -----------
Amortization of initial direct costs $ 26,178 $ 48,327 $ (22,149)
- ---------------------------------------- ---------- ------------- -----------
- ---------------------------------------- ---------- ------------- -----------
General and administrative $ 81,099 $ 212,174 $ (131,075)
- ---------------------------------------- ---------- ------------- -----------
- ---------------------------------------- ---------- ------------- -----------
Minority interest $ 5,356 $ 3,746 $ 1,610
- ---------------------------------------- ---------- ------------- -----------
Expenses for the 2004 Quarter increased $409,304, or 20.0%, as compared to
the 2003 Quarter. During the 2003 Quarter we had a lease termination with Sky
Airlines which resulting in loss for the 2003 Quarter. There were no lease
terminations during the 2004 Quarter. Interest expense decreased primarily due
to the relinquishment of non-recourse debt associated with the Boeing Connexion
and the Sky Airlines lease termination. Depreciation expense, management fees -
General Partner and administrative expenses reimbursements - General Partner all
increased due to our acquiring an aircraft lease with Federal Express
Corporation. This lease began during March 2004 so it effects the 2004 Quarter
but there was no corresponding lease in the 2003 Quarter. The decrease in
general and administrative expense is related to the reduction in the level of
our leasing activities and overall operations during the 2004 Quarter.
Net Income
As a result of the foregoing factors, net income for the 2004 Quarter and
2003 Quarter was $227,482 and $49,856, respectively. The net income per weighted
average limited partnership unit was $0.30 and $0.07 for the 2004 Quarter and
2003 Quarter, respectively.
c. Results of Operations for the Nine Months Ended September 30, 2004 and
2003
Revenues for the nine month periods ended September 30, 2004 (the "2004
Period") and 2003 (the "2003 Period") are summarized as follows:
- --------------------------------------------------------------------------------
Quarters Ended, September 30, 2004 and 2003
- --------------------------------------------------------------------------------
- ---------------------------------------- ------------- ---------- -------------
2004 Period 2003 Period Change
- ---------------------------------------- ------------- ---------- -----------
- ---------------------------------------- ------------- ---------- -----------
Total Revenues $ 4,650,909 $7,307,042 $(2,656,133)
- ---------------------------------------- ------------- ---------- -----------
- ---------------------------------------- ------------- ---------- -----------
Rental income $ 2,607,936 $3,882,768 $(1,274,832)
- ---------------------------------------- ------------- ---------- -----------
- ---------------------------------------- ------------- ---------- -----------
Finance income $ 1,766,397 $2,217,915 $ (451,518)
- ---------------------------------------- ------------- ---------- -----------
- ---------------------------------------- ------------- ---------- -----------
Net gain (loss) on sales of equipment $ (3,421) $ 675,825 $ (679,246)
- ---------------------------------------- ------------- ---------- -----------
- ---------------------------------------- ------------- ---------- -----------
Gain from investment in unguaranteed
residual values $ 119,247 $ 566,568 $ (447,321)
- ---------------------------------------- ------------- ---------- -----------
- ---------------------------------------- ------------- ---------- -----------
Income (loss) from investments in
joint ventures $ 137,546 $ (36,051) $ 173,597
- ---------------------------------------- ------------- ---------- -----------
- ---------------------------------------- ------------- ---------- -----------
Interest and other income $ 23,204 $ 17 $ 23,187
- ---------------------------------------- ------------- ---------- -----------
Revenues for 2004 Period decreased $2,656,133, or 36.4%, as compared to the
2003 Period. Rental income decreased due to the termination of leases with Sky
Airlines and Boeing Connexion in the third quarter of 2003. Finance income
decreased due to a reduction in the overall size of our portfolio of financed
leases from the 2003 Period to the 2004 Period. During the 2004 Period the only
equipment we sold related to our interest in equipment on lease to Rental
Services, Inc. During the 2003 Period we sold equipment pertaining to leases
with Petsmart, Inc. and E-Trade, Inc. and recognized gains on these sales. We
experienced a loss from our investment in joint ventures due primarily to our
investment in ICON Aircraft 24846, and ICON Cheyenne. The increase from income
(loss) from investments in joint ventures was a result of the dissolution of AIC
Trust in which we realized additional income of $177,832. There was no similar
transaction during the 2003 Period.
Expenses for the nine month periods ended September 30, 2004 (the "2004
Period") and 2003 (the "2003 Period") are summarized as follows:
- --------------------------------------------------------------------------------
Quarters Ended, September 30, 2004 and 2003
- ------------------------------------------- ------------------------------------
- ------------------------------------------- ---------- ------------ ------------
2004 Period 2003 Period Change
- ----------------------------------------- ---------- ------------ ------------
- ----------------------------------------- ---------- ------------ ------------
Total Expenses $4,750,116 $ 15,024,780 $(10,274,664)
- ----------------------------------------- ---------- ------------ -------------
- ----------------------------------------- ---------- ------------ -------------
Loss on lease termination $ - $ 7,365,477 $ (7,365,477)
- ----------------------------------------- ---------- ------------ -------------
- ----------------------------------------- ---------- ------------ -------------
Interest $1,264,824 $ 2,922,924 $ (1,658,100)
- ----------------------------------------- ---------- ------------ -------------
- ----------------------------------------- ---------- ------------ -------------
Depreciation $2,357,859 $ 2,986,887 $ (629,028)
- ----------------------------------------- ---------- ------------ -------------
- ----------------------------------------- ---------- ------------ -------------
Management fees - General Partner $ 512,361 $ 708,607 $ (196,246)
- ----------------------------------------- ---------- ------------ -------------
- ----------------------------------------- ---------- ------------ -------------
Administrative expense reimbursements -
General Partner $ 210,927 $ 280,383 $ (69,456)
- ----------------------------------------- ---------- ------------ -------------
- ----------------------------------------- ---------- ------------ -------------
Amortization of initial direct costs $ 120,750 $ 149,940 $ (29,190)
- ----------------------------------------- ---------- ------------ -------------
- ----------------------------------------- ---------- ------------ -------------
General and administrative $ 270,593 $ 599,765 $ (329,172)
- ----------------------------------------- ---------- ------------ -------------
- ----------------------------------------- ---------- ------------ -------------
Minority interest $ 12,802 $ 10,797 $ 2,005
- ----------------------------------------- ---------- ------------ -------------
Expenses for the 2004 Period decreased $10,274,664, or 68.3%, as compared
to the 2003 Period. During the 2003 Period we had termination of leases with Sky
Airlines and Boeing Connexion which resulting in loss for the 2003 Period. There
were no lease terminations during the 2004 Quarter. Interest expense decreased
from the relinquishment of non-recourse debt associated with the Boeing
Connexion and Sky Airlines lease termination. The decrease in depreciation
expense resulted from the terminations mentioned above. General and
administrative expense, management fees - General Partner and administrative
expense reimbursements - General Partner decreased due to the reduction in the
level of our leasing activities and overall operations during the 2004 Period as
compared to the 2003 Period.
Net Loss
As a result of the foregoing factors, net loss for the 2004 Period and 2003
Period was $99,207 and $7,717,738, respectively. The net loss per weighted
average limited partnership unit was $0.13 and $10.28 for the 2004 Period and
2003 Period, respectively.
d. Liquidity and Capital Resources
Cash Requirements
We believe we have sufficient funds necessary to maintain current
operations and to continue to invest in business essential assets subject to
lease.
Sources of Cash
Our primary sources of liquidity in the 2004 Period were proceeds from
financing activities. We received net proceeds of $7,314,461 from the
refinancing of Portland General Electric ("PGE") non-recourse debt, and proceeds
of $4,315,000 from recourse borrowings. In addition, we received proceeds from
sales of equipment of $1,217,081, proceeds from sale of investment of
unguaranteed residual values of $119,247, and distributions received from joint
ventures of $647,411. These amounts were offset by cash used in operating
activities of $1,081,722, distributions to partners aggregating $2,967,629, and
repayment of recourse debt of $5,574,547. As a result of this activity, our
liquidity increased by $271,133.
Financings and Recourse Borrowings
Certain affiliates of ours, specifically; ICON Income Fund Nine, LLC; ICON
Income Fund Eight A L.P.; ICON Income Fund Eight B L.P. and ICON Cash Flow
Partners L.P. Seven (collectively, the "Initial Funds"), are parties to a Loan
and Security Agreement dated as of May 30, 2002, as amended (the "Loan
Agreement"). Under the terms of the Loan Agreement, the Initial Funds may borrow
money from Comerica Bank with all borrowings to be jointly and severally
collateralized by (i) cash and (ii) the present values of certain rents
receivable and equipment owned by the Initial Funds. Such Loan Agreement,
effective August 5, 2004, was amended to add ICON Income Fund Ten, LLC ("Fund
Ten") as a borrower to the Loan Agreement. The expiration of the Loan Agreement
is December 31, 2004.
In connection with the Loan Agreement, the Initial Funds previously entered
into a Contribution Agreement dated as of May 30, 2002, as amended (the
"Contribution Agreement"). Pursuant to the Contribution Agreement, the Initial
Funds agreed to restrictions on the amount and the terms of their respective
borrowings under the Loan Agreement in order to minimize the unlikely 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 promptly 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 Initial Funds' obligations to each other
under the Contribution Agreement are collateralized by a subordinate lien on the
assets of each participating Fund. In order to facilitate Fund Ten's addition to
the Contribution Agreement, the Funds entered into a Second Amended and Restated
Contribution Agreement effective as of August 5, 2004. The Second Amended and
Restated Contribution Agreement contain substantially identical terms and
limitations as did the original Contribution Agreement.
At September 30, 2004, we, Fund Eight B and Fund Nine paid to Comerica Bank
on behalf of L.P. Seven, $175,000, $1,020,000 and $390,000, respectively, under
the provisions of the Contribution Agreement. Additional, L.P. Seven had amounts
due from us and Fund Eight B of $155,522 and 204,384, respectively, relating
primarily to the assignment of L.P. Seven's joint venture interests as partial
settlement against these advances. L.P. Seven is accruing interest at 8.0% per
annum on all unpaid advances. L.P. Seven anticipates repayment either from
rental income, proceeds from equipment sales or the sale of additional joint
venture interests.
Aggregate borrowings by all funds under the line of credit agreement
amounted to $9,417,992 at September 30, 2004. We repaid our outstanding balance
of recourse debt of $5,574,547 to Comerica Bank from proceeds received from the
refinancing of the PGE non-recourse debt and currently do not have a balance due
to them.
Distributions
We made cash distributions to limited partners of $2,937,456 during the
nine months ended September 30, 2004, compared to cash distributions of
$5,090,888 in 2003.
Uncertainties
At September 30, 2004, except as noted above in the Overview section and
listed below in the Risk Factors section, and to the best of our knowledge,
there were no known trends or demands, commitments, events or uncertainties
which are likely to have a material effect on liquidity. As cash is realized
from operations or borrowings, we will continue to invest in transactions, while
retaining sufficient cash to meet our reserve requirements and recurring
obligations.
e. Inflation and Interest Rates
The potential effects of inflation on us are difficult to predict. If the
general economy experiences significant rates of inflation, however, it could
affect us in a number of ways. The cost of equipment acquisitions could increase
with inflation and revenues from existing leases would not generally increase
with inflation, as we do not currently have or expect to have rent escalation
clauses tied to inflation in our leases. Nevertheless, the anticipated residual
values to be realized upon the sale or re-lease of equipment upon lease
terminations (and thus the overall cash flow from our leases) may be expected to
increase with inflation as the cost of similar new and used equipment increases.
If interest rates increase significantly, the lease rates that we can
obtain on future leases may be expected to increase as the cost of capital is a
significant factor in the pricing of lease financing. Leases already in place,
for the most part, would not be affected by changes in interest rates.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
We are exposed to certain market risks, including changes in interest rates
and the demand for equipment (and the related residuals) owned by us.
We manage our 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 our lease investments.
Additionally, we borrow funds under a floating rate line of credit and are
therefore exposed to interest rate risk until the floating rate line of credit
is repaid. Our aggregate borrowings under the floating rate line of credit at
September 30, 2004 were $2,925,000 as compared to $4,184,547 at December 31,
2003. We believe the risk associated with rising interest rates under this line
is not significant.
We attempt to manage our exposure to equipment and residual risk by
monitoring the market and maximizing re-marketing proceeds received through
re-lease or sale of equipment.
Item 4. Controls and Procedures
We carried out an evaluation, under the supervision and with the
participation of management of ICON Capital Corp., the General Partner of the
Partnership, including the Chief Executive Officer and the Principal Financial
and Accounting Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
report pursuant to the Securities Exchange Act of 1934. Based upon the
evaluation, the Chief Executive Officer and the Principal Financial and
Accounting Officer concluded that our disclosure controls and procedures were
effective.
There were no significant changes in our internal control over financial
reporting during our third quarter that have materially affected, or are likely
to materially affect, the our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
From time-to-time, in the ordinary course of business, we are involved in
legal actions when necessary to protect or enforce our rights. We are not a
defendant party to any pending litigation and are not aware of any pending or
threatened litigation against us.
Item 5 - Other Information
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
32.1 Certification of Chairman and Chief Executive Officer
32.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer.
33.1 Certification of Chairman and Chief Executive Officer pursuant to 18 U.S.C.
(Section)1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
33.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer pursuant to 18 U.S.C. (Section)1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K - None
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.
By its General Partner,
ICON Capital Corp.
November 22, 2004 /s/ Thomas W. Martin
------------------------ ------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the General Partner of the Partnership)
Exhibit 32.1
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
Certifications - 10-Q
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this quarterly report on Form 10-Q 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 consolidated 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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this quarterly report based on
such evaluation; and
c) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the board of directors of the General Partner
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the registrant's ability to record, process, summarize and
report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls over financial reporting.
Dated: November 22, 2004
/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.
Exhibit 32.2
Principal Financial Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
Certifications - 10-Q
I, Thomas W. Martin, certify that:
1. I have reviewed this quarterly report on Form 10-Q 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 consolidated 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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this quarterly report based on
such evaluation; and
c) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the board of directors of the General Partner
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the registrant's ability to record, process, summarize and
report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls over financial reporting.
Dated: November 22, 2004
/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.
Exhibit 32.1
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 (18 U.S.C.
1350), that, to the best of my knowledge and belief:
(1) the Quarterly Report on Form 10-Q for the period ended September 30,
2004 (the "Quarterly Report") which this statement accompanies fully
complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m); and
(2) the 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: November 22, 2004
/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.
Exhibit 32.2
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 (18 U.S.C. 1350), that, to the best of my knowledge and belief:
(1) the Quarterly Report on Form 10-Q for the period ended September 30,
2004 (the "Quarterly Report") which this statement accompanies fully
complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m); and
(2) the 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: November 22, 2004
/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.