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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 2003
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or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 333-37504
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ICON Income Fund Eight B L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-4101114
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 Fifth Avenue, 10th Floor, New York, New York 10011
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 418-4700
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Units of Limited
Partnership Interests
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [X] No
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last day of the registrant's most recently completed second fiscal quarter:
Not applicable. There is no established market for units of limited partnership
interest in the registrant.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
TABLE OF CONTENTS
Item Page
- ---- ----
PART I
1. Business 3-4
2. Properties 4
3. Legal Proceedings 4
4. Submission of Matters to a Vote of Security Holders 4
PART II
5. Market for the Registrant's Securities and Related
Security Holder Matters 4
6. Selected Financial Data 5
7. General Partner's Discussion and Analysis of Financial
Condition and Results of Operations 6-12
7A. Qualitative and Quantitative Disclosures About Market Risk 13
8. Consolidated Financial Statements 14-37
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 38
9A. Controls and Procedures 38
PART III
10. Directors and Executive Officers of the Registrant's
General Partner 38-39
11. Executive Compensation 39
12. Security Ownership of Certain Beneficial Owners
and Management 40
13. Certain Relationships and Related Transactions 40
14. Principal Accounting Fees and Services
PART IV
15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 40-41
SIGNATURES 42
Certifications 43-46
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
PART I
Item 1. Business
--------
General Development of Business
ICON Income Fund Eight B L.P. (the "Partnership"), was formed on February
7, 2000 as a Delaware limited partnership. The Partnership's maximum offering
was $75,000,000. The Partnership commenced business operations on its initial
closing date, June 14, 2000, with the admission of 15,815.51 limited partnership
units at $100 per unit representing $1,581,551 of capital contributions. Between
June 15, 2000 and October 17, 2001, 734,184.49 additional units were admitted
representing $73,418,449 of capital contributions. On October 17, 2001, the
Partnership had its final closing with a cumulative total of 750,000 units
admitted totaling $75,000,000 in capital contributions. The Partnership redeemed
2,954.46 and 1,554.15 units during 2003 and 2002, respectively leaving
745,491.39 limited partnership units outstanding at December 31, 2003.
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 including equipment, leases and
financing transactions under a management agreement with the Partnership.
Segment Information
The Partnership has only one operating segment: the business of acquiring
and managing equipment subject to leases with companies that the Partnership
believes to be creditworthy.
Narrative Description of Business
The Partnership is an equipment leasing income fund. The principal
objective of the Partnership is to obtain the maximum economic return from its
investments for the benefit of its limited partners. To achieve this objective,
the Partnership intends to: (1) acquire a diversified portfolio of low
obsolescence equipment having long economic useful lives and high residual
values; (2) make monthly cash distributions to its limited partners, commencing
with each limited partner's admission to the Partnership, continuing through the
Reinvestment Period, which period will end no later than the eighth anniversary
after the final closing date; (3) re-invest substantially all undistributed cash
from operations and cash from sales of equipment and financing transactions
during the Reinvestment Period; and (4) sell the Partnership's investments and
distribute the cash from sales of such investments to its limited partners after
the end of the Reinvestment Period.
The equipment leasing industry is highly competitive. When seeking its
leasing transactions for acquisition, the Partnership competes with leasing
companies, manufacturers that lease their products directly, equipment brokers
and dealers and financial institutions, including commercial banks and insurance
companies. Many competitors are larger than the Partnership and have greater
financial resources.
The Partnership had lessees who accounted for more than 10% of the
Partnership's total revenue during the years ended December 31, 2003, 2002 and
2001. During 2003, equipment leased to Cathay Pacific and BAE Systems PLC
generated 33% and 10% of total revenue, respectively. During 2002, equipment
leased to Cathay Pacific and BAE Systems PLC generated 27% and 10% of total
revenue, respectively. During 2001, equipment leased to BAE systems, PLC
generated 11% of total revenue.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
The Partnership has no direct employees. The General Partner has full and
exclusive discretion in management and control of the Partnership.
Lease and Finance Transactions
In 2003 the Partnership did not invest individually in any lease or finance
transactions. However, the Partnership invested in a joint venture with an
affiliate, ICON Income Fund Nine LLC for acquiring a McDonnell Douglas DC 10-30F
aircraft subject to lease with Fedex Corporation. (See Note 3 to the
consolidated financial statements).
In early 2002, the Partnership formed ICON Aircraft 123 LLC as a wholly
owned subsidiary for the purpose of acquiring all of the outstanding shares of
Alpha Aircraft Leasing Limited ("A.A.L."), a Cayman Islands registered company,
which owns, through an Owner Trust, an Airbus A340-313X aircraft which is on
lease to Cathay Pacific through March 2006. The stock was acquired in the first
quarter of 2002 for $4,250,000 in cash. The aircraft owned by A.A.L. is subject
to non-recourse debt provided by unaffiliated lenders. The lenders have a
security interest in the aircraft and an assignment of the rentals under the
lease. The estimated fair value of the aircraft was $75,263,566 at the date of
acquisition and the principal balance of the debt was $70,495,058 at such date.
Item 2. Properties
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The Partnership neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs.
Item 3. Legal Proceedings
-----------------
The Partnership, 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 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matters were submitted to a vote of security holders during the fourth
quarter of 2003.
PART II
Item 5. Market for the Registrant's Securities and Related Security Holder
Matters
The Partnership's limited partnership interests are not publicly traded nor
is there currently a market for the Partnership's limited partnership units. It
is unlikely that any such market will develop.
Number of Equity Security Holders
Title of Class as of February 29, 2004
-------------- -----------------------
Limited Partners 2,814
General Partner 1
The Partnership made cash distributions to the partners for 2003 and 2002
on a monthly basis, totaling , $7,078,646 and $8,138,359 for the respective
years. For the year 2004, the Partnership has since made cash distributions of
$1,480,759 to the partners.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
Item 6. Selected Consolidated Financial Data
------------------------------------
Year Ended December 31,
-----------------------
2003 2002 2001 2000
---- ---- ---- ----
Total revenue $ 25,150,087 $ 25,467,361 $ 20,231,996 $ 742,302
================ =============== =============== ===============
Net income $ (5,181,209) $ (136,897) $ 820,109 $ 291,236
================ =============== =============== ===============
Net income allocable to limited partners $ (5,129,397) $ (135,528) $ 811,908 $ 288,324
================ =============== =============== ===============
Net income allocable to the General Partner $ (51,812) $ (1,369) $ 8,201 $ 2,912
================ =============== =============== ===============
Weighted average limited
partnership units outstanding 747,189 749,475 502,536 $ 132,049
================ =============== =============== ===============
Net income per weighted average
limited partnership unit $ (6.86) $(.18) $ 1.62 $ 2.18
================ =============== =============== ===============
Distributions to limited partners $ 7,008,299 $ 8,056,975 $ 4,932,964 $ 536,708
================ =============== =============== ===============
Distributions per weighted average
limited Partnership units $ 9.32 $10.75 $ 9.82 $ 4.06
================ =============== =============== ===============
Distributions to the General Partner $ 70,347 $ 81,384 $ 49,845 $ 5,228
================ =============== =============== ===============
December 31,
------------
2003 2002 2001 2000
---- ---- ---- ----
Total assets $ 180,747,120 $ 189,408,747 $ 143,918,696 $ 88,108,178
================ =============== =============== ==============
Notes payable $ 134,938,722 $ 133,631,339 $ 79,752,204 $ 67,497,834
================ =============== =============== ==============
Partners' equity $ 40,363,969 $ 52,820,395 $ 61,212,600 $ 18,764,181
================ =============== =============== ==============
For the year 2003, the Partnership though realizing revenues approximating
that of 2002, had an increase in depreciation expense with the addition of an
aircraft subject to lease with Fedex Corporation. Depreciation expense for this
aircraft was approximately $4.1 million.
The selected financial data should be read in conjunction with the
consolidated financial statements and related notes included in Item 8 of this
report.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
Item 7. 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 consolidated financial statements
included herein. 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.
Overview - The results of operations reflect the risk factors outlined in
the Partnership's prospectus. Such risk factors include, but are not limited to,
the decline in the value of the Partnership's equipment, no guarantee of
profitability, the potential of lessee default, and economic factors such as
prevailing interest rates. These risk factors affect the Partnership's ability
to realize income, in that they increase the Partnership's expenses by way of
additional depreciation, impairment loss, and provision for bad debts. In
addition, depending on the size of the portfolio and the amount of equipment
purchased by the Partnership during the Reinvestment Period the risk factors
outlined above could negatively impact the cash flow.
During the year ended December 31, 2003, our attention was primarily
focused on identifying investments which met our investment criteria in order to
seize of acquisition opportunities. Management anticipates that substantially
all revenues will be generated from the rentals derived from the equipment on
lease, re-financing of existing transactions, and proceeds from the sale of
equipment. Our most significant challenges and risks in the future include our
ability to continue to identify leases involving business-essential equipment on
lease to creditworthy lessees.
The U.S. economy appears to be recovering and the leasing industry's
outlook for 2004 is encouraging. Many experts foresee an increase in capital
spending by corporations through 2007 which should increase the pool of
available secondary market leases, and to that end, the Partnership is seeing
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.
However, as economic growth may continue and interest rates may begin to rise
over time, more lessees are expected to return to the marketplace.
The Partnership - The Partnership was formed on February 7, 2000 as a
Delaware limited partnership. The Partnership's maximum offering was
$75,000,000. The Partnership commenced business operations on its initial
closing date, June 14, 2000, with the admission of 15,815.51 limited partnership
units at $100 per unit representing $1,581,551 of capital contributions. Between
June 15, 2000 and October 17, 2001, 734,184.49 additional units were admitted
representing $73,418,449 of capital contributions. On October 17, 2001, the
Partnership had its final closing with a cumulative total of 750,000 units
admitted totaling $75,000,000 in capital contributions. The Partnership redeemed
2,954.46 and 1,554.15 units during 2003 and 2002, respectively leaving
745,491.39 limited partnership units outstanding at December 31, 2003.
The Partnership's portfolio consists of net investments in operating
leases, investments in finance leases, equipment held for sale or lease,
off-lease, investments in estimated unguaranteed residual values, investment in
option, and equity investments in unconsolidated joint ventures, representing
85%, 8%, 1%, 1%, 1%, and 4% of total assets at December 31, 2003, respectively,
and 75%, 13%, 1%, 1%, 1%, and 4% of total portfolio interests at December 31,
2002, respectively.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
Results of Operations for the Year Ended December 31, 2003 and 2002
Revenues for the year ended December 31, 2003 (the "2003 Period") were
$25,150,087 representing a decrease of $317,274 from the year ended December 31,
2002 (the "2002 Period"). The decrease in revenue resulted primarily from a
decrease in finance income of $730,499. The decrease in revenues was partially
offset by an increase in net gain on sale of equipment of $523,001. The decrease
in finance income resulted from the continued collection of minimum lease
rentals reducing the investment balance outstanding on which such revenues are
based. Net gain on sale of equipment increased due to the sale of equipment in
the fourth quarter of the 2003 Period not present in the 2002 Period. During the
2003 Period, the Partnership sold equipment from the portfolio of leases held by
the joint venture ICON Cheyenne LLC for total proceeds of $691,556, and realized
a gain of $36,400. In addition, the Partnership sold equipment from its
portfolio for total proceeds of $3,670,921 for a gain of $762,856.
Expenses for the 2003 Period were $30,331,296 representing an increase of
$4,727,038 over the 2002 Period. The primary reasons for the increase in
expenses were that depreciation expense increased by $2,725,409 due to
additional investments in operating leases made subsequent to the 2002 Period
and additional depreciation taken on equipment held for sale or lease. Interest
expense increased $236,792 due to the assumption of additional debt related to
the additional investments in operating leases. General and administrative
expenses along with vessel maintenance increased by $1,217,372 due to increased
marketing activities and maintenance expense associated with the Boeing 767-300
ER aircraft that was previously leased to Scandinavian Airline Systems. (See
Note 3 to the consolidated financial statements). An impairment loss of $900,000
was recorded on operating equipment held in one of the Partnership's
consolidated joint ventures. The Partnership also recognized an impairment loss
of $900,000 in 2003. The increase in expenses were partially offset by a
decrease in Management fees - General Partner of $128,809 and administrative
expense reimbursements - General Partner of $30,227 due to the overall decrease
in the average size of the Partnership's lease portfolio in one of the
Partnership's consolidated joint ventures in the 2003 Period as compared to the
2002 Period and minority interest in consolidated joint ventures decreased by
$359,824.
Net loss for the years ended December 31, 2003 and 2002 was $5,181,209 and
$136,897, respectively. The net loss per weighted average limited partnership
unit outstanding was $6.86 and $0.18 for, the years ended December 31 2003 and
2002, respectively.
As of December 31, 2003 there were no known trends or demands, commitments,
events or uncertainties, which are likely to have any material effect on net
revenues and the results of operations.
Results of Operations for the Year Ended December 31, 2002 and 2001
Revenues for the 2002 Period were $25,467,361 representing an increase of
$5,235,365 over the year ended December 31, 2001 (the "2001 Period"). The
increase in revenue resulted from continued purchase of equipment subject to
lease. Increases in rental income of $4,803,096, finance income of $410,134,
income from investment in joint venture of $337,653, and gain on sale of
equipment of $182,794, were partially off-set by a decrease in interest income
and other of $170,971 and gain from sale of investment in joint venture to an
affiliate of $327,341. During the 2002 Period the Partnership sold equipment
from the portfolio of leases held by the joint venture ICON Cheyenne LLC for
total proceeds of $2,341,096 which resulted in a gain of $275,489.
Expenses for the 2002 Period were $25,604,258 representing an increase of
$6,192,371 over the 2001 Period. The increase in expenses resulted from the
increase in the size of the Partnership's lease portfolio, an increase in the
Partnership's borrowing levels and overall growth in size of the operations of
the Partnership from the 2001 Period to the 2002 Period and is consistent with
the Partnership's level of operations.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
Depreciation expense increased by $2,490,519, due to the additional
investments in operating leases made subsequent to 2001. Interest expense
increased by $2,239,253 due to the additional debt used to acquire investments
in operating leases subsequent to 2001. Management fees - General Partner
increased by $793,042 and administrative expense reimbursements - General
Partner increased by $393,851 in the 2002 Period as compared to the 2001 Period.
The increase in management fees was consistent with increases in rentals
(including operating leases, finances leases and through joint ventures) on
which such fees are dependant. The increase in administrative expense
reimbursements - General Partner was consistent with the increase in operating
activities of the Partnership. Minority interest expense increased by $19,754,
amortization of initial direct costs increased by $76,169 and general and
administrative expenses increased by $179,783 in the 2002 Period as compared to
the 2001 Period.
Net (loss) income for the years ended December 31, 2002 and 2001 was
($136,897) and $820,109, respectively. The net (loss) income per weighted
average limited partnership unit outstanding was ($.18) and $1.62 for the years
ended December 31, 2002 and 2001, respectively.
The increase in depreciation expense, interest expense, management
fees-General Partner and administrative expense reimbursements - General Partner
which reduced net income in 2002 as compared to 2001 was the primary reason for
the net loss for the year ended December 31, 2002.
As of December 31, 2003 there were no known trends or demands, commitments,
events or uncertainties, which are likely to have any material effect on net
revenues and the results of operations.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the year ended December 31,
2003 were proceeds from the sale of its investment in unguaranteed residual
values totaling $1,933,003, proceeds recourse from notes payable of $2,000,000
advances received and, proceeds from the sale of equipment of $5,720,100 and
distributions received from unconsolidated joint venture of $1,245,127.
The Partnership's cash flow from operating activities may be less than the
Partnership's current level of expenses. To the extent that cash flow is
insufficient to pay such expenses, the Partnership may be required to sell
assets prior to maturity or borrow against future cash flows.
Such funds were utilized for investments in leases and joint ventures, with
related costs aggregating $3,076,564, (including initial direct costs
(acquisition fees) of $736,766), payments of non-recourse borrowings of
$5,179,053 payments of notes payable-recourse of $400,000 and to make cash
distributions to partners of $7,078,646. As cash is realized from operations and
with proceeds from 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.
On May 30, 2002, the Partnership entered into a $17,500,000 joint and
several line of credit agreement shared with Cash Flow Partners L.P. Seven and
Fund Eight-A L.P. (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, 5.00% at December 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 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
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
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 line of credit was extended for twelve additional months expiring May 31,
2004. As of December 31, 2003, the Partnership had $2,000,000 outstanding under
the line. Aggregate borrowing by all Funds under the line of credit agreement
aggregated $12,779,986 on December 31, 2003.
The Partnership has the following contractual obligations as of December
31, 2003. These obligations arise mainly from the acquisition of equipment
subject to lease. Rental payments from the leases associated with equipment are
assigned to paydown such obligations.
Payments Due By Period
----------------------
Total 2004 2005 2006 2007 2008
----- ---- ---- ---- ---- ----
Long-term obligation (Notes payable) $134,938,722 $53,193,700 $16,403,542 $61,812,697 $2,731,787 $796,996
See Note 8 to the consolidated financial statements, as set forth in Part
II, Item 8, Consolidated Financial Statements for information regarding
non-recourse debt.
Cash distributions to limited partners for 2003 and 2002, which were paid
monthly, totaled $7,008,299 and $8,056,975, respectively.
As of December 31, 2003 there were no known trends or demands, commitments,
events or uncertainties apart from those mentioned above 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.
Critical Accounting Policies and Management Estimates
The policies discussed below are considered by the General Partner to be
critical to an understanding of the Partnership's financial statements because
their application places the most significant demands on the General Partner's
judgments, with financial reporting results relying on estimation about the
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
effect of matters that are inherently uncertain. Specific risks for these
critical accounting policies are described in the following paragraphs. For all
of these policies, the General Partner cautions that future events rarely
develop exactly as forecast, and the best estimates routinely require
adjustment.
Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the dates of the financial statements and
revenues and expenses during the reporting periods. Significant estimates
primarily include the allowance for doubtful accounts and unguaranteed residual
values. In addition, management is required to disclose contingent assets and
contingent liabilities. Actual results could differ from those estimates.
Leases and Revenue Recognition - The Partnership accounts for owned
equipment leased to third parties as finance leases, leveraged leases, or
operating leases, as appropriate. Initial direct costs are capitalized and are
amortized over the terms of the related leases using the interest method.
For finance leases, the Partnership records, at the inception of the lease,
the total minimum lease payments receivable, the estimated unguaranteed residual
values, the initial direct costs related to the leases and the related unearned
income. Unearned income represents the difference between the sum of the minimum
lease payments receivable plus the estimated unguaranteed residual minus the
cost of the leased equipment. Unearned income is recognized as finance income
over the terms of the related leases using the interest method.
The Partnership's net investment in leveraged leases consists of minimum
lease payments receivable, the estimated unguaranteed residual values and the
initial direct costs related to the leases, net of the unearned income and
principal and interest on the related non-recourse debt. Unearned income is
recognized as income from leveraged leases over the life of the lease at a
constant rate of return on the positive net investment.
For operating leases, equipment is recorded and depreciated on the
straight-line method over the lease term to its estimated residual value at
lease termination and is subject to the Partnership's impairment policy. Related
lease rentals are recognized on the straight line method over the lease terms.
Billed and uncollected operating lease receivables are included in other assets.
Investments in Unguaranteed Residual Values - The Partnership carries its
investments in the future estimated unguaranteed residual values of assets at
cost, which is equal to or less than fair value, subject to the Partnership's
policy relating to impairments of residuals as discussed below. Gains or losses
will be recognized upon the sale or disposition of the investments.
Investments in Options - The Partnership carries its investment in an
option to purchase equipment at cost, which is equal to or less than fair value,
subject to the Partnership's policy relating to impairment discussed below. Gain
or loss will be recognized upon the sale or disposition of the investment.
Impairment - Residual values of the Partnership's asset portfolio are
periodically reviewed to determine whether events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable. The events
or changes in circumstances which generally indicate that the residual value of
an asset may be impaired are (i) the estimated fair value of the underlying
equipment is less than the Partnership's carrying value or (ii) the lessee is
experiencing financial difficulties and it does not appear likely that the
estimated proceeds from disposition of the asset will be sufficient to satisfy
the remaining obligation to the non-recourse lender and the Partnership's
residual position. Generally in the latter situation, the residual position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental payments directly to the lender and the Partnership
does not recover its residual until the non-recourse note obligation is repaid
in full.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
An impairment loss is measured and recognized only if the estimated
undiscounted future cash flows of the asset are less than their net book value.
The estimated undiscounted future cash flows are the sum of the estimated
residual value of the asset at the end of the asset's expected holding period
and estimates of undiscounted future rents. The residual value assumes, among
other things, that the asset is utilized normally in an open, unrestricted and
stable market. Short-term fluctuations in the market place are disregarded and
it is assumed that there is no necessity either to dispose of a significant
number of the assets simultaneously, if held in quantity, or to dispose of the
asset quickly. Impairment is measured as the difference between the fair value
of the assets and its carrying value on the measurement date.
Credit Risk - Financial instruments that potentially subject the
Partnership to concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial institutions. The concentration of such deposits and temporary cash
investments is not deemed to create a significant risk to the Partnership.
Accounts receivable represent amounts due from lessees in various industries,
related to equipment on operating and direct financing leases.
The Partnership records a provision for doubtful accounts to provide for
estimated credit losses in its portfolio. The allowance for doubtful accounts is
based on an analysis of delinquency, an assessment of overall risk and a review
of historical loss experience. The Partnership's write-off policy is based on an
analysis of the aging of the Partnership's portfolio, a review of the
non-performing receivables and leases, and prior collection experience. An
account is fully reserved for or written-off when the analysis indicates that
the probability of collection of the account is remote.
Partnership Activities During 2003 - During 2003, the Partnership and an
affiliate, ICON Income Fund Nine, LLC ("Fund Nine"), formed a joint venture for
the purpose of acquiring a McDonnell Douglas DC 10-30F aircraft subject to lease
with Fedex Corporation. The Partnership and Fund Nine 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 the
affiliate desires to sell its interest in the equipment or in the joint venture.
The Partnership is the majority owner and the joint venture is consolidated,
with the other joint venturer's interest reflected on the Partnership's balance
sheet as "Minority interest in joint venture". (See Note 3 to the consolidated
financial statements.)
Partnership Activities During 2002 - In early 2002, the Partnership formed
ICON Aircraft 123 LLC as a wholly owned subsidiary for the purpose of acquiring
all of the outstanding shares of Alpha Aircraft Leasing Limited ("A.A.L."), a
Cayman Islands registered company, which owns, through an owner trust, an Airbus
A340-313X aircraft which is on lease to Cathay Pacific through March 2006. The
stock was acquired in the first quarter of 2002 for $4,250,000 in cash. The
aircraft owned by A.A.L. is subject to non-recourse debt provided by
unaffiliated lenders. The lenders have a security interest in the aircraft and
an assignment of the rentals under the lease. The fair value of the aircraft was
estimated to be $75,263,566 at the date of acquisition and the principal balance
of the non-recourse debt was $70,495,058 at such date.
Also during 2002, the Partnership and Fund Nine, formed several joint
ventures for the purpose of acquiring and managing various assets. The
Partnership has a right of first refusal to purchase the equipment, on a
pro-rata basis, if the affiliate desires to sell its interest in the equipment
or in the joint venture. Where the Partnership is the majority owner, the joint
venture is consolidated, with the other joint venturer's interest reflected on
the Partnership's balance sheet as "Minority interest in joint venture". In the
instance where the Partnership is not the majority owner, the investment is
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
accounted for following the equity method. The net investment in the
unconsolidated joint venture is recorded on the Partnership's balance sheet as
"Investment in unconsolidated joint venture", with the summarized financial data
of the unconsolidated joint venture presented in Note 3 to the Partnership's
consolidated financial statements. The Partnership's share of equity, income and
distributions (if any) are also presented in Note 3. The Partnership's share of
income of the non-consolidated joint venture is reflected on the statement of
operations as income from investment in joint venture.
Recent Accounting Pronouncements
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities under SFAS No. 133. The
Statement requires that contracts with comparable characteristics be accounted
for similarly and clarifies when a derivative contains a financing component
that warrants special reporting in the statement of cash flows. SFAS No. 149 is
effective for contracts entered into or modified after June 30, 2003, except in
certain circumstances, and for hedging relationships designated after June 30,
2003. The adoption of this standard did not have a material effect on the
Partnership's financial position or results of operations.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This Statement
establishes standards for how an issuer classifies and measures in its
statements of financial position certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances) because that financial instrument embodies an
obligation of the issuer. This Statement is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of nonpublic entities. For
nonpublic entities, the effective date of the provisions of SFAS No. 150 that
relate to mandatorily redeemable financial instruments has been deferred until
fiscal years that begin after December 31, 2003. The adoption of this standard
is not expected to have a material effect on the Partnership's financial
position or results of operations.
In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities, an Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46 provides guidance on how to identify a variable interest
entity, or VIE, and determine when the assets, liabilities, non-controlling
interests, and results of operations of a VIE must be included in a company's
consolidated financial statements. A company that holds variable interests in an
entity is required to consolidate the entity if the company's interest in the
VIE is such that the company will absorb a majority of the VIE's expected losses
and/or receive a majority of the entity's expected residual returns, if any.
VIE's created after January 31, 2003, but prior to January 1, 2004, may be
accounted for either based on the original interpretation or the Revised
Interpretations. However, the Revised Interpretations must be applied no later
than the first quarter of fiscal year 2004. VIE's created after January 1, 2004
must be accounted for under the Revised Interpretations. There has been no
material impact to the Partnership's financial statements and there is no
expected impact from the adoption of the deferred provisions in the first
quarter of fiscal year 2004.
The Partnership does not believe that any other recently issued, but not
yet effective, accounting standards will have a material effect on the Company's
financial position or results of operations.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
Item 7A. 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. Except as discussed below, the Partnership believes its
exposure to other market risks is insignificant to both its financial position
and results of operations.
The Partnership manages its interest rate risk by obtaining fixed rate debt
for the majority of its borrowings. The fixed rate debt service obligation
streams are generally matched by fixed rate lease receivable streams generated
by the Partnership's lease investments.
The Partnership manages its exposure to equipment and residual risk by
monitoring the equipment leasing market and maximizing re-marketing proceeds
through either re-leasing or sale of equipment.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
Item 8. Consolidated Financial Statements
---------------------------------
Index to Financial Statements
Page Number
-----------
Independent Auditors' Reports 16-17
Consolidated Balance Sheets as of December 31, 2003 and 2002 18
Consolidated Statements of Operations for the Years Ended December 31, 2003, 2002
and 2001 19
Consolidated Statements of Changes in Partners' Equity for the Years Ended
December 31, 2001, 2002 and 2003 20
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002
and 2001 21-23
Notes to Consolidated Financial Statements 24-37
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Consolidated Financial Statements
For the Years Ended December 31, 2003
(With Independent Auditors' Reports Thereon)
The Partners
ICON Income Fund Eight B L.P.
INDEPENDENT AUDITOR'S REPORT
----------------------------
We have audited the accompanying consolidated balance sheet of ICON Income Fund
Eight B L.P. (a Delaware limited partnership) and subsidiaries as of December
31, 2003 and 2002 and the related consolidated statements of operations, changes
in partners' equity and cash flows for each of the two years in the period ended
December 31, 2003. These consolidated financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the Unites States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ICON Income Fund
Eight B L.P. and subsidiaries as of December 31, 2003 and 2002 and the results
of their operations and their cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.
/s/ Hays & Company LLP
March 19, 2004
New York, New York
Independent Auditors' Report
----------------------------
The Partners
ICON Income Fund Eight B L.P.:
We have audited the accompanying consolidated statements of operations,
partners' equity, and cash flows of ICON Income Fund Eight B L.P. (a Delaware
limited partnership) for the year ended December 31, 2001. These consolidated
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects the results of the operations and the cash
flows of ICON Income Fund Eight B L.P. for the year ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.
/s/KPMG LLP
April 15, 2002
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Consolidated Balance Sheets
December 31, 2003 and 2002
2003 2002
---- ----
Assets
Cash and cash equivalents $ 1,760,803 $ 8,499,026
---------------- ---------------
Investments in finance leases
Minimum rents receivable 15,192,886 24,504,820
Estimated unguaranteed residual values 1,737,662 2,711,893
Initial direct costs, net 194,985 457,189
Unearned income (1,974,924) (3,824,928)
---------------- ---------------
15,150,609 23,848,974
---------------- ----------------
Investments in operating leases
Equipment, at cost 192,627,477 166,325,943
Accumulated depreciation (39,374,434) (23,591,192)
---------------- ----------------
153,253,043 142,734,751
---------------- --------------
Equipment held for sale or lease, net 311,669 1,211,669
---------------- ---------------
Investment in unguaranteed residual values 409,586 2,342,589
Investment in option 2,100,000 2,100,000
Investments in unconsolidated joint ventures 6,382,227 7,290,793
Due from affiliates, net 167,170 3,532
Other assets, net 1,212,013 1,377,413
----------------- ---------------
Total assets $ 180,747,120 $ 189,408,747
================ ===============
Liabilities and Partners' Equity
Notes payable - non-recourse $ 132,938,722 $ 133,231,339
Notes payable - recourse 2,000,000 400,000
Due to affiliates, net 98,203 224,167
Deferred rental income 1,255,076 534,840
Equipment sales advances 1,361,506 402,926
Security deposits and other liabilities 1,377,023 460,133
Minority interest in consolidated joint ventures 1,352,621 1,334,947
---------------- ---------------
140,383,151 136,588,352
---------------- ---------------
Commitment and Contingencies
Partners' equity (deficiency)
General Partner (247,872) (125,713)
Limited Partners (745,491.39 and 748,445.85 units
outstanding, $100 per unit original issue price) 40,611,841 52,946,108
---------------- ---------------
Total partners' equity 40,363,969 52,820,395
---------------- ---------------
Total liabilities and partners' equity $ 180,747,120 $ 189,408,747
================ ===============
See accompanying notes to consolidated financial statements.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Operations
For the Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
---- ---- ----
Revenues
Rental income $ 21,965,472 $ 22,003,284 $ 17,200,188
Finance income 2,013,276 2,743,775 2,333,641
Gain from sale of investment in
joint venture to an affiliate - - 327,341
Interest income and other 30,857 63,207 234,178
Net gains on sales of equipment 798,490 275,489 92,695
Income from investment in
unconsolidated joint ventures 341,992 381,606 43,953
--------------- --------------- ---------------
Total revenues 25,150,087 25,467,361 20,231,996
--------------- --------------- ---------------
Expenses
Depreciation 16,896,463 14,171,054 11,680,535
Impairment loss 900,000 - -
Interest 7,486,199 7,249,407 5,010,154
Management fees - General Partner 2,008,870 2,137,679 1,344,637
Administrative expense
reimbursements - General Partner 936,605 966,832 572,981
Aircraft maintenance 745,872 - -
General and administrative 1,277,570 580,106 400,323
Amortization of initial direct costs 229,278 288,917 212,748
Minority interest expense (149,561) 210,263 190,509
Total expenses 30,331,296 25,604,258 19,411,887
--------------- ---------------- ---------------
Net (loss) income $ (5,181,209) $ (136,897) $ 820,109
=============== ================ ===============
Net (loss) income allocable to:
Limited partners $ (5,129,397) $ (135,528) $ 811,908
General partner (51,812) (1,369) 8,201
--------------- ---------------- ---------------
$ (5,181,209) $ (136,897) $ 820,109
=============== ================= ===============
Weighted average number of limited
partnership units outstanding 747,189 749,475 502,536
=============== ================ ===============
Net (loss) income per weighted average
limited partnership unit $ (6.86) $ (.18) $ 1.62
=============== =============== ===============
See accompanying notes to consolidated financial statements.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Changes in Partners' Equity
For the Years Ended December 31, 2001, 2002 and 2002
Limited Partner Distributions
-----------------------------
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at
January 1, 2001 $ 18,765,497 $ (1,316) $ 18,764,181
Proceeds from issuance
of limited partnership
units (530,186.35 units) 53,018,635 - 53,018,635
Sales and offering expenses (6,407,516) - (6,407,516)
Cash distributions to partners $ 8.20 $ 1.62 (4,932,964) (49,845) (4,982,809)
Net income 811,908 8,201 820,109
--------------- ----------- ------------
Balance at
December 31, 2001 61,255,560 (42,960) 61,212,600
Limited partnership units
redeemed (1,554.15 units) (116,949) - (116,949)
Cash distributions to partners $ 10.75 $ - (8,056,975) (81,384) (8,138,359)
Net loss (135,528) (1,369) (136,897)
--------------- ----------- --------------
Balance at
December 31, 2002 52,946,108 (125,713) 52,820,395
Limited partnership units
redeemed (2,954.46 units) (196,571) - (196,571)
Cash distributions to partners $ 9.32 $ - (7,008,299) (70,347) (7,078,646)
Net loss (5,129,397) (51,812) (5,181,209)
--------------- ------------ ------------
Balance at
December 31, 2003 $ 40,611,841 $ (247,872) $ 40,636,969
=============== ============ =============
See accompanying notes to consolidated financial statements.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
---- ---- ----
Cash flows from operating activities:
Net (loss) income $ (5,181,209) $ (136,897) $ 820,109
--------------- --------------- ---------------
Adjustments to reconcile net (loss) income to
net cash (used in) provided by operating activities:
Finance income paid directly to lenders by lessees (1,087,564) (1,351,387) (732,737)
Depreciation 16,896,463 14,171,054 11,680,535
Impairment loss 900,000 - -
Amortization of initial direct costs 229,278 288,917 212,748
Minority interest expense (149,561) 210,263 190,509
Gain from sale of investment in joint venture - - (327,341)
Income from investment in unconsolidated
joint venture (341,992) (381,606) (43,953)
Net gains on sales of equipment (798,490) (275,489) (92,695)
Rental income paid directly to lender by lessees (20,680,057) (19,268,406) (16,181,472)
Interest expense on non-recourse financing
paid directly by lessees 5,987,533 6,822,451 4,620,569
Changes in operating assets and liabilities:
Collection of principal -
non-financed receivables 1,853,879 2,438,584 3,148,917
Due from affiliates, net (163,638) 224,167 -
Other assets, net 165,400 1,537,853 (214,459)
Due to affiliates, net (125,964) 82,651 (86,183)
Deferred rental income 175,090 534,840 -
Security deposits and other liabilities 513,964 (406,544) 917,220
------------- ------------- ------------
Total adjustments 3,374,341 4,627,348 3,091,658
------------- ------------- ------------
Net cash (used in) provided by operating activities (1,806,868) 4,490,451 3,911,767
------------- ------------- ------------
Cash flows from investing activities:
Proceeds from sales of equipment 4,358,594 1,938,170 629,514
Advances received for sale of equipment 1,361,506 402,926 -
Distribution received from unconsolidated joint ventures 1,245,127 1,252,443 -
Receipt of cash held in escrow - 13,723,196 (13,723,196)
Equipment purchased (3,076,564) (4,250,000) (11,372,506)
Investment in option - (1,700,000)
Proceeds from sale of unguaranteed residual 1,933,003 63,539 -
Investment in joint venture - (4,516,929) (3,273,407)
Investment in unguaranteed residual values - - (2,406,128)
Initial direct costs paid - (2,242,352) (1,239,802)
Prepaid initial direct costs included in other assets - - (2,237,025)
Distribution to minority interest in joint venture (288,269) (559,605) -
------------- ------------- ------------
Net cash provided by (used in) investing activities 5,533,397 5,811,388 (35,322,550)
------------- ------------- ------------
(continued on next page)
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (Continued)
For the Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
---- ---- ----
Cash flows from financing activities:
Proceeds from non-recourse borrowings - 3,593,693 -
Issuance of limited
partnership units,
net of offering expenses - - 46,611,119
Proceeds from notes payable - recourse 2,000,000 - 2,500,000
Payment of notes payable - recourse (400,000) (2,500,000) (7,000,000)
Payment of non-recourse borrowings (5,179,053) (325,850) (1,348,581)
Cash distributions to partners (7,078,646) (8,138,359) (4,982,809)
Redemption of limited partnership units (196,571) (116,949) -
Minority interest contributions, net 389,518 - -
--------------- --------------- ---------------
Net cash (used in) provided
by financing activities (10,464,752) (7,487,465) 35,779,729
Net (decrease) increase in cash and cash equivalents (6,738,223) 2,814,374 4,368,946
Cash and cash equivalents at beginning of the year 8,499,026 5,684,652 1,315,706
--------------- --------------- ---------------
Cash and cash equivalents at end of year $ 1,760,803 $ 8,499,026 $ 5,684,652
=============== =============== ===============
(continued on next page)
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (Continued)
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
For the years ended December 31, 2003, 2002 and 2001.
2003 2002 2001
---- ---- ----
Value of equipment and receivables acquired in
exchange for debt $ 24,211,080 $ 70,495,058 $ 30,693,861
---------------- --------------- ----------------
Non-recourse notes payable and promissory
note assumed in purchase of equipment and receivables (24,211,080) (70,495,058) (30,693,861)
---------------- --------------- ----------------
$ - $ - $ -
================ ================ ================
Principal and interest on direct finance receivables
paid directly to lenders by lessees $ 4,086,974 $ 4,937,811 $ 1,030,007
Rental income on operating lease receivables paid
directly to lenders by lessees 20,680,057 19,268,406 16,181,472
Deferred income on operating lease receivables paid
directly to lenders by lessees 545,146 - -
Principal and interest paid directly to lenders by lessees (25,312,177) (24,206,217) (17,211,479)
---------------- --------------- ---------------
$ - $ - $ -
================ ================ ================
Interest paid directly to lenders by lessees pursuant to
non-recourse financings $ 5,987,533 $ 6,822,451 $ 4,620,569
Interest accrued 200,000 - 66,710
Other interest paid 1,298,666 426,956 322,875
---------------- ---------------- ----------------
Total interest expense $ 7,486,199 $ 7,249,407 $ 5,010,154
================ =============== ================
See accompanying notes to consolidated financial statements.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2003, 2002 and 2001
1. Organization
ICON Income Fund Eight B L.P. (the "Partnership") was formed on February 7,
2000 as a Delaware limited partnership with an initial capitalization of $2,000.
It was primarily formed to acquire various types of equipment subject to lease
with third parties. The Partnership's maximum offering was $75,000,000. The
Partnership commenced business operations on its initial closing date, June 14,
2000, with the admission of limited partners representing 15,815.51 limited
partnership units at the offering price of $100 per unit aggregating $1,581,551
of capital contributions. As of October 17, 2001 (the final closing date),
734,184.49 additional units had been admitted into the Partnership with
aggregate gross proceeds of $73,418,449 bringing the total admission to 750,000
units totaling $75,000,000 in capital contributions. The Partnership redeemed
2,954.46 and 1,554.15 units during 2003 and 2002, respectively leaving
745,491.39 limited partnership units outstanding at December 31, 2003.
The Partnership is an equipment leasing income fund. The principal
objective of the Partnership is to obtain the maximum economic return from its
equipment leasing investments. To achieve this objective, the Partnership: (1)
invests in a diversified portfolio of low obsolescence equipment having long
lives and high residual values; (2) makes periodic cash distributions to its
partners, continuing through the Reinvestment Period, which will end on October
17, 2009; (3) re-invest substantially all undistributed cash from operations and
cash from sales of equipment and financing transactions during the Reinvestment
Period; and (4) sell the Partnership's investments and distribute the cash from
sales of such investments to its partners after the end of the Reinvestment
Period.
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 a management agreement with the Partnership.
ICON Securities Corp., an affiliate of the General Partner, received an
underwriting commission from the gross proceeds from sales of all units. The
General Partner received organization and offering expenses from the gross
proceeds of such sales The total underwriting compensation paid by the
Partnership, including underwriting commissions, sales commissions, incentive
fees, public offering expense reimbursements and due diligence activities was
limited to 13.5% of gross proceeds up to $25,000,000, 12.5% of gross proceeds
from $25,000,001 to $50,000,000 and 11.5% of gross proceeds from $50,000,001 to
$75,000,000. Such offering expenses aggregated $9,375,000, including $2,166,025
and $1,208,975 paid to the General Partner or its affiliates in 2001 and 2000,
respectively (see Note 9) and were charged directly to limited partners' equity.
Profits, losses, cash distributions and disposition proceeds will be
allocated 99% to the limited partners and 1% to the General Partner until each
limited partner has received cash distributions and disposition proceeds
sufficient to reduce its adjusted capital contribution account to zero and
receive, in addition, other distributions and allocations which would provide an
8% per annum cumulative return on its outstanding adjusted capital contribution
account. After such time, the distributions will be allocated 90% to the limited
partners and 10% to the General Partner.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
2. Significant Accounting Policies
Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Significant estimates
primarily include the allowance for doubtful accounts and unguaranteed residual
values. In addition, management is required to disclose contingent assets and
contingent liabilities. Actual results could differ from those estimates.
Consolidation - The consolidated financial statements include the accounts
of the Partnership and its majority owned subsidiaries. All inter-company
accounts and transactions have been eliminated in consolidation. The Partnership
accounts for its interests in 50% or less owned joint ventures under the equity
method of accounting. In such cases, the Partnership's original investments are
recorded at cost and adjusted for its share of earnings, losses and
distributions.
Cash and Cash Equivalents - Cash and cash equivalents are defined as cash
in banks and highly liquid investments with original maturity dates of three
months or less. The Partnership's cash and cash equivalents are held principally
at one financial institution and at times may exceed insured limits.
Leases and Revenue Recognition - The Partnership accounts for owned
equipment leased to third parties as finance leases, or operating leases, as
appropriate. Initial direct costs are capitalized and are amortized over the
terms of the related leases using the interest method.
For finance leases, the Partnership records, at the inception of the lease,
the total minimum lease payments receivable, the estimated unguaranteed residual
values, the initial direct costs related to the leases and the related unearned
income. Unearned income represents the difference between the sum of the minimum
lease payments receivable plus the estimated unguaranteed residual minus the
cost of the leased equipment. Unearned income is recognized as finance income
over the terms of the related leases using the interest method.
For operating leases, equipment is recorded and depreciated on the
straight-line method over the lease term to its estimated residual value at
lease termination and is subject to the Partnership's impairment policy. Related
lease rentals are recognized on the straight line method over the lease terms.
Billed and uncollected operating lease receivables are included in other assets.
Equipment Held for Sale or Lease - This equipment is carried at cost, less
accumulated depreciation, subject to the Partnership's impairment policies
discussed below.
Investments in Options - The Partnership carries its investment in an
option to purchase equipment at cost, which is equal to or less than fair value,
subject to the Partnership's policy relating to impairment. Gain or loss will be
recognized upon the sale or disposition of the investment.
Impairment - Residual values of the Partnership's asset portfolio are
periodically reviewed to determine whether events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable. The events
or changes in circumstances which generally indicate that the residual value of
an asset may be impaired are (i) the estimated fair value of the underlying
equipment is less than the Partnership's carrying value or (ii) the lessee is
experiencing financial difficulties and it does not appear likely that the
estimated proceeds from disposition of the asset will be sufficient to satisfy
the remaining obligation to the non-recourse lender and the Partnership's
residual position. Generally in the latter situation, the residual position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental payments directly to the lender and the Partnership
does not recover its residual until the non-recourse note obligation is repaid
in full.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
An impairment loss is measured and recognized only if the estimated
undiscounted future cash flows of the asset are less than their net book value.
The estimated undiscounted future cash flows are the sum of the estimated
residual value of the asset at the end of the asset's expected holding period
and estimates of undiscounted future rents. The residual value assumes, among
other things, that the asset is utilized normally in an open, unrestricted and
stable market. Short-term fluctuations in the market place are disregarded and
it is assumed that there is no necessity either to dispose of a significant
number of the assets, simultaneously if held in quantity, or to dispose of the
asset quickly. Impairment is measured as the difference between the fair value
of the assets and its carrying value on the measurement date.
Credit Risk - Financial instruments that potentially subject the
Partnership to concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial institutions. The concentration of such deposits and temporary cash
investments is not deemed to create a significant risk to the Partnership.
Accounts receivable represent amounts due from lessees in various industries,
related to equipment on operating and direct financing leases.
The Partnership records a provision for doubtful accounts to provide for
estimated credit losses in its portfolio. The allowance for doubtful accounts is
based on an analysis of delinquency, an assessment of overall risk and a review
of historical loss experience. The Partnership's write-off policy is based on an
analysis of the aging of the Partnership's portfolio, a review of the
non-performing receivables and leases, and prior collection experience. An
account is fully reserved for or written-off when the analysis indicates that
the probability of collection of the account is remote.
Investments in Unguaranteed Residual Values - The Partnership carries its
investments in the future estimated unguaranteed residual values of assets at
recovered cost, which is equal to or less than fair value, subject to the
Partnership's policy relating to impairments of residuals. Gains or losses will
be recognized upon the sale or disposition of the investments.
Fair Value of Financial Instruments - Statement of Financial Accounting
Standards ("SFAS") No. 107, "Disclosures About Fair Values of Financial
Instruments," requires disclosures about the fair value of financial
instruments, except for lease related assets and liabilities. Separate
disclosure of fair value information as of December 31, 2003 and 2002 with
respect to the Partnership's assets and liabilities is not separately provided
since (i) SFAS No. 107 does not require fair value disclosures of lease
arrangements and (ii) the carrying value of financial assets, other than lease
related investments, and the recorded value of payables approximates market
value.
Redemption of Limited Partnership Units - The General Partner consented to
the Partnership redeeming 2,954.46 and 1,554.15 units during 2003 and 2002,
respectively. The redemption amounts are calculated following the specified
redemption formula in accordance with the Partnership Agreement. Redeemed units
have no voting rights and do not share in distributions. The Partnership
Agreement limits the number of units which can be redeemed in any one year and
redeemed units may not be reissued. Redeemed limited partnership units are
accounted for as a deduction from partners' equity.
Income Taxes - No provision for income taxes has been recorded since the
liability for such taxes is that of each of the partners rather than the
Partnership. The Partnership's income tax returns are subject to examination by
the federal and state taxing authorities, and changes, if any, could adjust the
individual income taxes of the partners.
Reclassifications - Certain items from prior years have been reclassified
to conform to the 2003 classifications.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Recent Accounting Pronouncements - In April 2003, the FASB issued SFAS No.
149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. SFAS No. 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. The Statement requires
that contracts with comparable characteristics be accounted for similarly and
clarifies when a derivative contains a financing component that warrants special
reporting in the statement of cash flows. SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003, except in certain
circumstances, and for hedging relationships designated after June 30, 2003. The
adoption of this standard did not have a material effect on the Company's
financial position or results of operations.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This Statement
establishes standards for how an issuer classifies and measures in its
statements of financial position certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances) because that financial instrument embodies an
obligation of the issuer. This Statement is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of nonpublic entities. For
nonpublic entities, the effective date of the provisions of SFAS No. 150 that
relate to mandatorily redeemable financial instruments has been deferred until
fiscal years that begin after December 31, 2003. The adoption of this standard
is not expected to have a material effect on the Company's financial position or
results of operations.
In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities, an Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46 provides guidance on how to identify a variable interest
entity, or VIE, and determine when the assets, liabilities, non-controlling
interests, and results of operations of a VIE must be included in a company's
consolidated financial statements. A company that holds variable interests in an
entity is required to consolidate the entity if the company's interest in the
VIE is such that the company will absorb a majority of the VIE's expected losses
and/or receive a majority of the entity's expected residual returns, if any.
VIEs created after January 31, 2003, but prior to January 1, 2004, may be
accounted for either based on the original interpretation or the Revised
Interpretations. However, the Revised Interpretations must be applied no later
than the first quarter of fiscal year 2004. VIEs created after January 1, 2004
must be accounted for under the Revised Interpretations. There has been no
material impact to the Company's financial statements and there is no expected
impact from the adoption of the deferred provisions in the first quarter of
fiscal year 2004.
The Company does not believe that any other recently issued, but not yet
effective, accounting standards will have a material effect on the Company's
financial position or results of operations.
3. Joint Ventures
The Partnership and its affiliates, entities in which ICON Capital Corp, is
also the general partner formed seven 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.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Consolidated Joint Ventures
The three ventures described below are majority owned and are consolidated
with the Partnership. The Partnership's consolidated financial statements
include 100% of the assets and liabilities, as well as 100% of the related
revenues and expenses of these ventures. The interests of ICON Cash Flow
Partners L.P. Six ("L.P. Six"), ICON Cash Flow Partners L.P. Seven ("L.P.
Seven") and ICON Income Fund Eight A L.P. ("Fund Eight A") and ICON Income Fund
Nine, LLC ("Fund Nine") in the related ventures, have been reflected as minority
interests in consolidated joint ventures on the consolidated balance sheets and
consolidated statements of operations.
ICON Cheyenne LLC
-----------------
In December 2000, the Partnership and three affiliates, L.P. Six, L.P.
Seven and Fund Eight-A formed ICON Cheyenne LLC ("ICON Cheyenne") for the
purpose of acquiring a portfolio of leases for an aggregate purchase price of
$29,705,716, the purchase price consisted of $11,401,151 and the assumption of
non-recourse debt of $18,304,565. The non-recourse debt is structured so as to
be amortized with rentals due under the leases. The leases expire on various
dates through September 2006. The Partnership, L.P. Seven, L.P. Six and Fund
Eight A have ownership interests of 87.69%, 10.31%, 1.0% and 1.0%, respectively,
in ICON Cheyenne.
The Partnership's consolidated financed statements include 100% of the
assets and liabilities as well as 100% of the related revenues and expenses of
ICON Cheyenne. The interests of L.P. Seven, L.P. Six and Fund Eight A in ICON
Cheyenne have been reflected as minority interests in joint ventures on the
consolidated balance sheets and minority interest expense on the consolidated
statements of operations.
ICON Aircraft 24846, LLC
------------------------
In 2000, the Partnership and two affiliates, L.P. Seven and Fund Eight A,
formed ICON Aircraft 24846 LLC ("ICON Aircraft 24846") for the purpose of
acquiring an investment in a 767-300 ER aircraft originally leased to
Scandinavian Airline Systems ("SAS") for a purchase price of $44,515,416. The
purchase price was funded with cash of $2,241,371 and the assumption of
non-recourse debt of $42,274,045. The lenders have a security interest in the
aircraft and an assignment of the rental payments under the lease. The lease
with SAS expired in March 2003, at which time the balance of the non-recourse
debt outstanding was approximately $34,500,000. The Partnership has been making
contributions toward making interest only payments on the outstanding
non-recourse debt, during the remarketing of the aircraft by the General
Partner. The Partnership, L.P. Seven and Fund Eight A have ownership interests
of 96.0%, 2.0%, and 2.0%, respectively, in ICON Aircraft 24846.
ICON Aircraft 47820 LLC
-----------------------
In 2003, the Partnership and Fund Nine formed ICON Aircraft 47820 LLC
("ICON 47820") for the purpose of acquiring an investment in a McDonnell Douglas
DC10-30F aircraft leased to Fedex Corporation for a purchase price of
$27,287,644, which was funded with cash of $3,076,564 and non-recourse debt of
$24,211,080. The lenders have a security interest in the aircraft and an
assignment of the rental payments under the lease. The lease is scheduled to
expire in March 2007, at which time the balance of the non-recourse debt
outstanding is scheduled to be approximately $2,916,523. In addition, there was
a total of $818,629 in acquisition fees paid to the General Partner of which the
Partnership's share was $736,766.
The Partnership and Fund Nine have ownership interests of 90% and 10%,
respectively, in ICON 47820.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
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.
The four joint ventures described below are 50%, 49%, 5% and 15% owned by
the Partnership, respectively and are accounted for under the equity method.
ICON Aircraft 126, LLC
----------------------
In early 2002, the Partnership and Fund Nine formed ICON Aircraft 126 LLC
("ICON 126") for the purpose of acquiring all of the outstanding shares of Delta
Aircraft Leasing Limited ("D.A.L."), a Cayman Islands registered company, which
owns, through an Owner Trust, an Airbus A340-313X aircraft which is on lease to
Cathay Pacific through March 2006. The stock was acquired for $4,250,000 in
cash. The aircraft owned by D.A.L. is subject to non-recourse debt provided by
unaffiliated lenders. As of December 31, 2003, there was $63,351,443 outstanding
under the non-recourse debt.
The Partnership and Fund Nine each own a 50% interest in ICON 126. ICON 126
consolidates the financial position and results of operations of D.A.L. in its
financial statements.
The Partnership's original investment in ICON 126 was recorded at a cost of
$3,242,901, inclusive of related acquisition fees of $1,117,901 paid to the
General Partner.
Information as to the consolidated financial position and results of
operations of ICON 126 as of and for the years ended December 31, 2003 and 2002
is summarized below:
December 31, 2003 December 31, 2002
----------------- -----------------
Assets $ 70,492,181 $ 74,332,428
=============== ===============
Liabilities $ 63,351,443 $ 67,598,170
=============== ===============
Equity $ 7,140,738 $ 6,734,258
=============== ===============
Partnership's share of equity $ 3,570,369 $ 3,367,129
=============== ===============
For the Year Ended For the Year Ended
December 31, 2003 December 31, 2002
----------------- -----------------
Net income $ 406,480 $ 248,456
=============== ===============
Partnership's share of net income $ 203,240 $ 124,228
=============== ===============
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
ICON SPK 2023-A, LLC
--------------------
In the quarter ended March 31, 2002, the Partnership and Fund Nine formed
ICON SPK 2023-A, LLC ("ICON SPK") for the purpose of acquiring a portfolio of
leases for an aggregate purchase price of $7,750,000 in cash. The leases expire
on various dates through April 2008.
The Partnership and Fund Nine have ownership interests of 49% and 51%,
respectively. The Partnership accounts for its investment following the equity
method. The Partnership's original investment was recorded at a cost of
$3,797,500 and is adjusted for its share of earnings, losses, and distributions
thereafter.
In June 2002, the Partnership paid ICON SPK $113,925 for its pro-rata share
of the acquisition fees.
Information as to the financial position and results of operations of ICON
SPK as of and for the years ended December 31, 2003 and 2002 is summarized
below:
December 31, 2003 December 31, 2002
----------------- -----------------
Assets $ 3,895,288 $ 6,452,790
=============== =============
Liabilities $ 277,499 $ 522,168
=============== =============
Equity $ 3,617,789 $ 5,930,622
=============== =============
Partnership's share of equity $ 1,772,716 $ 2,906,004
=============== =============
For the Year Ended For the Year Ended
December 31, 2003 December 31, 2002
Net income $ 186,355 $ 504,129
=============== =============
Partnership's share of net income $ 91,314 $ 247,022
=============== =============
Distributions $ 2,499,188 $ 2,556,006
=============== =============
Partnership's share of distributions $ 1,224,602 $ 1,252,443
=============== =============
ICON/Kenilworth LLC
-------------------
On September 30, 2002, the Partnership and Fund Nine formed ICON/Kenilworth
LLC for the purpose of acquiring a natural gas-fired 25MW co-generation facility
for a total purchase price of $8,630,000 in cash, and assumed non-recourse debt
of $7,658,892, consisting of a senior debt of $7,420,156 and a junior debt of
$238,736. The facility is subject to a lease with Energy Factors Kenilworth,
Inc., and the lease expires in July 2004. In addition, there was a total of
$459,843 in acquisition fees paid to the General Partner.
Subsequent to the closing of the acquisition, the purchase price was
adjusted by the following amounts, (i) the cash amount was reduced to $8,410,000
and (ii) the non-recourse debt was reduced to $6,918,091, with an adjustment of
$740,801 to the senior debt.
The Partnership and Fund Nine have ownership interests of 5% and 95%,
respectively. The Partnership accounts for the investment following the equity
method. The Partnership's original investment was recorded at a cost of
$443,492, inclusive of related acquisition fees of $22,992 and is adjusted for
its share of earnings, losses and distributions thereafter.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Information as to the financial position of ICON/Kenilworth LLC as of and
for the years ended December 31, 2002 and 2003 is summarized below:
December 31, 2003 December 31, 2002
----------------- -----------------
Assets $ 11,560,661 $ 15,157,182
=============== =============
Liabilities $ 2,168,837 $ 6,109,365
=============== =============
Equity $ 9,391,824 $ 9,047,817
=============== =============
Partnership's share of equity $ 469,591 $ 452,391
=============== =============
For the Year Ended For the Year Ended
December 31, 2003 December 31, 2002
----------------- ------------------
Net income $ 863,127 $ 177,974
=============== =============
Partnership's share of net income $ 43,156 $ 8,899
=============== =============
Distributions $ 519,120 $ -
=============== =============
Partnership's share of distributions $ 25,956 $ -
=============== =============
ICON Aircraft 46835, LLC
------------------------
In December 2002, the Partnership and Fund Nine formed ICON Aircraft 46835,
LLC ("ICON 46835") for the purpose of acquiring an investment in a McDonnell
Douglas DC-10-30F aircraft leased to Fedex Corporation for a purchase price of
$25,291,593, which was funded with cash of $3,000,000 and non-recourse debt of
$22,291,593. The rents with the security interest in the aircraft have been
assigned to the non-recourse lender. The lease is scheduled to expire in March
2007, at which time the balance of the non-recourse debt outstanding is
scheduled to be approximately $2,708,000. In addition, there was a total of
$758,748 in acquisition fees paid to the General Partner of which the
Partnership's share was $113,812.
The Partnership and Fund Nine have ownership interests of 15% and 85%,
respectively. The Partnership accounts for the investment following the equity
method. The Partnership's original investment was recorded at a cost of $450,000
inclusive of related acquisition fees of $113,812 and is adjusted for its share
of earnings, losses, and distributions thereafter.
Information as to the financial position and results of operations of ICON
46835 as of and for the year ended December 31, 2003 and 2002 is summarized
below:
December 31, 2003 December 31, 2002
----------------- -----------------
Assets $ 21,113,830 $ 26,071,518
=============== ===============
Liabilities $ 17,316,827 $ 22,303,057
=============== ===============
Equity $ 3,797,003 $ 3,768,461
=============== ===============
Partnership's share of equity $ 569,551 $ 565,269
=============== ===============
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
For the Year Ended For the Year Ended
December 31, 2003 December 31, 2002
----------------- -----------------
Net income $ 28,542 $ 9,715
================= ===============
Partnership's share of net income $ 4,282 $ 1,457
================ ===============
Seacor Joint Ventures
- ----------------------
On July 13, 2001, the Partnership and L.P. Seven formed three joint
ventures known as "ICON/Janson Graham LLC," ICON/Pearl Graham LLC" and "ICON
Amanda Graham LLC", the three of which are referred to collectively as the
"Seacor Joint Ventures". L.P. Seven contributed three offshore supply vessels
(one to each of the Seacor Joint Ventures) with a net book value and approximate
market value of $7,595,271, and the Partnership contributed $3,273,407 in cash
into the Seacor Joint Ventures. The Partnership and L.P. Seven received 30.12%
and 69.88% ownership interests, respectively, in each of the Seacor Joint
Ventures as a result of these contributions.
The Partnership had the right during the first year of the Seacor Joint
Ventures to sell any of its three joint venture interests to L.P. Seven at a
price equal to 110% of its outstanding investment balance for any vessel that
did not generate rental revenue for a three month period. All three vessels were
off-lease for part of the third quarter and the entire fourth quarter of 2001.
On December 31, 2001 the Partnership exercised its right and sold its interests
in the Seacor Joint Ventures back to L.P. Seven for $3,644,701 representing 110%
of its outstanding investment balance which amount is included in due from
affiliate on the balance sheet as of December 31, 2001. The Partnership
recognized $327,341 as a gain on sale of joint venture investment and $43,953 as
its share of income from the joint venture during 2001.
4. Investments in Unguaranteed Residual Values
During the year ended December 31, 2001, the Partnership acquired residual
interests in a portfolio of technology and other equipment leases for
$2,406,128. Leases in this portfolio have expiration dates through March 2005.
The Partnership has received $1,933,003 and $63,539 and in proceeds from sales
of these interests for the years ended December 31, 2003, and 2002.
5. Investment in Option
In the fourth quarter of 2001, the Partnership invested $2,100,000
(including $900,000 in acquisition fees paid to the General Partner) for an
option, which expires in 2012, to purchase a Boeing 737-524 aircraft on lease to
a United States based commercial airline. The purchase price of the option
included an 8.5% $400,000 promissory note which was to mature in May 2012. On
August 29, 2003, the promissory note was paid in full with accreted interest on
November 27, 2003.
The exercise price of the option decreases periodically according to a
predetermined schedule over the term of the option from $30 million in 2001 to
$9 million in 2012.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
6. Finance Lease Receivables
Regus Business Center Corp. ("Regus"), with whom the Partnership has been
negotiating an amended lease agreement, has emerged from bankruptcy, with the
approval of a new lease agreement. Regus had originally filed for Chapter 11
bankruptcy protection in the United States on January 14, 2003.
Under the new lease agreement, Regus commenced making payments at a reduced
rental rate, with an extension for 48 months, effective from March 15, 2003. As
of December 31, 2003, Regus was current on payments. The receivables from Regus
represents 17% of total receivables from finance leases.
Kmart, Inc., ("Kmart") with whom the Partnership has five leases, had filed
for Chapter 11 bankruptcy protection in January 2002. The Partnership's finance
leases with Kmart were acquired during 2001 for an aggregate of $18,234,262,
which consisted of a total cash investment of $681,720 and the assumption of
$17,552,542 of non-recourse debt. Kmart has since emerged from bankruptcy, and
has made all scheduled rental payments through March 2004. The receivables from
Kmart represents 77% of total receivables from finance leases.
Non-cancelable minimum annual amounts receivable on finance leases are as
follows:
Year Ending
December 31,
------------
2004 $ 6,175,716
2005 5,154,943
2006 3,623,305
2007 238,922
----------------
$ 15,192,886
================
7. Investments in Operating Leases
In early 2002, the Partnership formed ICON Aircraft 123 LLC ("ICON 123") as
a wholly owned subsidiary for the purpose of acquiring all of the outstanding
shares of Alpha Aircraft Leasing Limited ("A.A.L."), a Cayman Islands registered
company, which owns, through an Owner Trust, an Airbus A340-313X aircraft which
is on lease to Cathay Pacific through March 2006. The stock was acquired in the
first quarter of 2002 for $4,250,000 in cash. The aircraft owned by A.A.L. is
subject to non-recourse debt provided by unaffiliated lenders. The lenders have
a security interest in the aircraft and an assignment of the rental payments
under the lease. The fair value of the aircraft was $75,263,566 at the date of
acquisition and the principal balance of the debt was $70,495,058 at such date.
The Partnership paid on behalf of ICON Aircraft 24846, LLC, maintenance fee
of $745,872 for the sole aircraft owned by ICON Aircraft 24846, LLC. The
aircraft was on lease to Scandinavian Airlines Systems through March 2003. The
Partnership is currently negotiating with another airline with whom affiliates
of the Partnership have been conducting business.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
The investment in operating leases at December 31, 2003, 2002 and 2001
consisted of the following:
2003 2002 2001
---- ---- ----
Equipment cost, beginning of year $ 166,325,943 $ 95,156,568 $ 76,284,645
Equipment acquisitions 27,287,644 75,263,566 19,182,105
Initial direct costs 818,629 2,242,352 562,699
Equipment dispositions (1,804,739) (6,336,543) (872,881)
-------------- -------------- --------------
Equipment cost, end of year 192,627,477 166,325,943 95,156,568
============== ============== ==============
Accumulated depreciation, beginning of year (23,591,192) (11,456,484) (111,940)
Accumulated depreciation on
equipment dispositions 1,113,221 2,036,346 335,991
Depreciation expense (16,896,463) (14,171,054) (11,680,535)
-------------- -------------- --------------
Accumulated depreciation, end of year (39,374,434) (23,591,192) 11,456,484
-------------- -------------- --------------
Investments in operating leases, end of year $ 153,253,043 $ 142,734,751 $ 83,700,084
============== ============== ==============
Non-cancelable minimum annual amounts due on operating leases are as follows:
Year Ending
December 31,
------------
2004 $ 12,921,171
2005 12,004,533
2006 2,826,488
2007 727,224
2008 298,970
----------------
$ 28,778,386
================
8. Notes Payable
As of December 31, 2003 non-recourse debt consists of $63,078,045
attributable to ICON 123, $34,491,632 attributable to ICON Aircraft 24846,
$19,052,619 attributable to ICON 47820, $10,426,128 attributable to the Kmart
leases, $4,420,011 attributable to other leases and $1,470,287 attributable to
ICON Cheyenne. The ICON 123 note carries a fixed interest rate of 5.35%; the
ICON Aircraft 24846 note carries a floating interest rate of LIBOR plus 2.25%,
the related lease rate adjusts on a similar basis; the ICON 47820 note carriers
a fixed interest rate of 4.035%. The ICON Cheyenne notes carry fixed interest
rates ranging from 5.52% to 10.05% and the remaining notes carry fixed interest
rates ranging from 6.27% to 10.00%.
As of December 31, 2002 notes payable non-recourse consists of 67,419,745
attributable to ICON 123, $35,419,214 attributable to ICON Aircraft 24846,
$4,796,713 attributable to ICON Cheyenne, $13,778,386 attributable to the Kmart
leases and $11,817,281 attributable to other acquisitions.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
On May 30, 2002, the Partnership entered into a $17,500,000 joint and
several line of credit agreement shared with L.P. Seven and Fund Eight A L.P.
(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, 5.00% at December 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 Fund Nine,
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 line of credit was extended for twelve additional months expiring May 31,
2004. As of December 31, 2003, the Partnership had $2,000,000 outstanding under
the line. Aggregate borrowing by all Funds under the line of credit agreement
aggregated $12,779,986 on December 31, 2003.
Principal maturities of the Partnership's notes are as follows:
Non-recourse Notes Payable
Year debt Recourse Total
---- ---- -------- -----
2004 $ 51,193,700 $ 2,000,000 $ 53,193,700
2005 16,403,542 - 16,403,542
2006 61,812,697 - 61,812,697
2007 2,731,787 - 2,731,787
2008 796,996 - 796,996
---------------- -------------- --------------
$ 132,938,722 $ 2,000,000 $ 134,938,722
================ ============== ==============
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
9. Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the period ended December 31, 2003, 2002 and 2001,
were as follows:
2003 2002 2001
---- ---- ----
Organization and
offering expenses $ - $ - $ 1,105,652 Charged to equity
Underwriting commissions - - 1,060,373 Charged to equity
Acquisition fees 736,766 3,498,611 3,122,207 Capitalized to equipment
Management fees 2,008,870 2,137,679 1,344,637 Charged to
operations
Administrative expense
reimbursements 936,605 966,832 572,981 Charged to
------------ -------------- ------------- operations
$ 3,682,241 $ 6,603,122 $ 7,205,850
============ ============== =============
In accordance with the terms of the Management Agreement, the Partnership
pays the General Partner (i) management fees based on a percentage of rentals
received either directly by the Partnership or through joint ventures (ranging
from 1% to 7%) and (ii) acquisition fees based on the gross value of
transactions (3%). In addition, the General Partner is reimbursed for
administrative expenses incurred by it in connection with the Partnership's
operations.
The Partnership has a net receivable from affiliates of $167,170 for its
share of distribution and rental payments received on behalf of the Partnership.
Included in this amount is a payable of $6,650 to the General Partner. This is
non-interest bearing and scheduled to be paid during year 2004.
10. Tax Information (Unaudited)
The following table reconciles net income for financial statement reporting
purposes to income for federal income tax purposes for the years ended December
31, 2003, 2002 and 2001.
2003 2002 2001
---- ---- ----
Net (loss) income for financial statements
reporting purposes $ (5,181,209) $ (136,897) $ 820,109
Temporary differences due to:
Direct finance leases 5,169,677 (1,203,869) 3,191,450
Depreciation 5,515,307 (765,632) (5,717,920)
Tax loss from joint venture (5,022,993) 1,053,874 (3,652,921)
Rent - consolidated joint venture (14,628,970) (11,871,292) (6,052,762)
Interest expense - consolidated joint venture 5,229,339 5,151,595 2,629,810
(Gain)/loss on sale of equipment (267,320) - -
Other 1,260,957 267,647 (341,012)
------------- ------------- -------------
Net loss for federal income
tax reporting purposes $ (7,925,212) $ (7,504,574) $ (9,123,246)
============= ============= ==============
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
As of December 31, 2003, the partners' capital accounts included for
financial statements reporting purposes totaled $40,363,969 compared to the
partners' capital accounts for federal income tax reporting purposes of
$29,872,850 (unaudited). The difference arises primarily from temporary
differences between net income for financial statement reporting purposes and
net loss for federal income tax purposes, such as accelerated depreciation for
tax purposes and the difference in the tax and financial statements treatment of
finance leases, partially offset by commissions reported as a reduction in the
partners' capital accounts for financial statement reporting purposes but not
for federal income tax reporting purposes.
11. Selected Quarterly Financial Data (Unaudited)
The following table is a summary of selected financial data by quarter for
the year ended December 31, 2003 and 2002:
For the Quarter Ended
----------------------
March 31, June 30, September 30, December 31,
--------- -------- ------------- ------------
2003
Revenues $ 6,335,000 $ 6,170,231 $ 6,076,732 $ 6,568,124
============= ============== ============= ===============
Net income allocable to
limited partners $ (519,554) $ (1,679,164) $ (2,305,047) $ (625,632)
============= ============== ============= ===============
Net income per weighted
average limited partnership unit $ (.69) $ (2.25) $ (3.09) $ (.83)
============= ============== ============= ===============
2002
Revenues $ 6,082,971 $ 6,725,602 $ 6,527,843 $ 6,130,945
============= ============== ============= ===============
Net income allocable to
limited partners $ 519,074 $ (307,185) $ (144,988) $ (202,429)
============= ============== ============= ===============
Net income per weighted
average limited partnership unit $ .69 $ (.41) $ (.19) $ (.27)
============= ============== ============= ===============
12. Significant Lessees
--------------------
The Partnership had two lessees who accounted for more than 10% of the
Partnership's total revenue during the years ended December 31, 2003, 2002 and
one lessee who accounted for more than 10% of the Partnership's total revenue
during the year ended December 31, 2001. During 2003, equipment leased to Cathay
Pacific and BAE Systems PLC generated 33% and 10% of total revenue,
respectively. During 2002, equipment leased to Cathay Pacific and BAE Systems
PLC generated 27% and 10% of total revenue. During 2001, equipment leased to BAE
systems, PLC generated 11% of total revenue.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The information required by Item 304 of Regulation S-K was filed as part of
the Partnership's 2002 Reports on Form 8-K filed on
February 5, 2003.
Item 9a. Control and Procedures
----------------------
The Partnership carried out an evaluation, under the supervision and with
the participation of management of ICON Capital Corp., the Manager of the
Partnership, including the Principal Executive Officer and the Principal
Financial Officer, of the effectiveness of the design and operation of the
Partnership's 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 Principal Executive Officer and the Principal Financial
Officer concluded that the Partnership's disclosure controls and procedures were
effective.
There were no significant changes in the Partnership's internal control
over financial reporting during the Partnership's fourth fiscal quarter that
have materially affected, or are likely to materially affect, the Partnership's
internal control over financial reporting.
PART III
Item 10. Directors and Executive Officers of the Registrant's General Partner
--------------------------------------------------------------------
The General Partner, a Connecticut corporation, was formed in 1985. The
General Partner's principal offices are located at 100 Fifth Avenue, New York,
New York 10011, and its telephone number is (212) 418-4700. The officers of the
General Partner have extensive experience with transactions involving the
acquisition, leasing, financing and disposition of equipment, including
acquiring and disposing of equipment subject to leases and full financing
transactions.
The manager of the Partnership's business is the General Partner. The
General Partner is engaged in a broad range of equipment leasing and financing
activities. Through its sales representatives and through various broker
relationships throughout the United States, the General Partner offers a broad
range of equipment leasing services.
The General Partner performs certain functions relating to the management
of the equipment of the Partnership. Such services include the collection of
lease payments from the lessees of the equipment, re-leasing services in
connection with equipment which is off-lease, inspections of the equipment,
liaison with and general supervision of lessees to assure that the equipment is
being properly operated and maintained, monitoring performance by the lessees of
their obligations under the leases and the payment of operating expenses.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
The officers and directors of the General Partner are as follows:
Beaufort J.B. Clarke Chairman, Chief Executive Officer and Director
Paul B. Weiss President and Director
Thomas W. Martin Executive Vice President and Director
Beaufort J. B. Clarke, age 57, has been Chairman, Chief Executive Officer
and Director of the General Partner since 1996. Prior to his present position,
Mr. Clarke was founder and the President and Chief Executive Officer of Griffin
Equity Partners, Inc. Mr. Clarke was an attorney with Shearman and Sterling and
has over 20 years of senior management experience in the United States leasing
industry.
Paul B. Weiss, age 43, is President and Director of the General Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations with the General Partner since 1996, Griffin Equity Partners (as
Executive Vice President from 1993-1996); Gemini Financial Holdings (as Senior
Vice President-Portfolio Acquisitions from 1991-1993) and Pegasus Capital
Corporation (as Vice President-Portfolio Acquisitions from 1988-1991). He was
previously an investment banker and a commercial banker.
Thomas W. Martin, age 50, has been Executive Vice President of the General
Partner since 1996. Prior to his present position, Mr. Martin was the Executive
Vice President and Chief Financial Officer of Griffin Equity Partners, Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice President-Syndications from 1985-1992). Mr.
Martin has 19 years of senior management experience in the leasing business.
Item 11. Executive Compensation
----------------------
The Partnership has no directors or officers. The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 2003 and 2002.
Entity Capacity Type of Compensation 2003 2002
------ -------- -------------------- ---- ----
ICON Capital Corp. General Partner Organization and
offering expenses $ - $ -
ICON Securities Corp. Dealer-Manager Underwriting commissions - -
ICON Capital Corp. Manager Acquisition fees 736,766 3,498,611
ICON Capital Corp. General Partner Management fees 2,008,870 2,137,679
ICON Capital Corp. General Partner Administrative expense
reimbursements 936,605 966,832
------------- -------------
$ 3,682,241 $ 6,603,122
============= =============
The General Partner also has a 1% interest in the profits and
distributions.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
(a) The Partnership is a limited partnership and therefore does not have
voting shares of stock. No person of record owns, or is known by the
Partnership to own beneficially, more than 5% of any class of
securities of the Partnership.
(b) As of March 30, 2004, Directors and Officers of the General Partner do
not own any equity securities of the Partnership.
(c) The General Partner owns the equity securities of the Partnership set
forth in the following table:
Title Amount Beneficially Percent
of Class Owned of Class
-------- ----- --------
General Partner Represents initially a 1% and potentially a 100%
Interest 10% interest in the Partnership's income, gain
and loss deductions.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
None other than those disclosed in Item 11 herein and in Notes 3, 4 and 10
to the Consolidated Financial Statements.
Item 14. Principal Accountant Fees and Services
--------------------------------------
2003 2002 Description
---- ---- -----------
Audit fees $ 55,000 $ - Audit
Audit related fees - -
Tax fees 2,475 - Tax compliance
All other fees - -
Total $ 57,475 $ -
------------ ------------
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------
(a) 1. Financial Statements - See Part II, Item 8 hereof.
2. Financial Statement Schedule - None.
Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set
forth therein is included in the consolidated Financial Statements or
Notes thereto.
3. Exhibits - The following exhibits are incorporated herein by reference:
(i) Amended and Restated Agreement of Limited Partnership
(Incorporated by reference to Exhibit 4.1 to Post-Effective Amendment
No. 6 to Form S-1 Registration Statement No. 333-54001 filed with the
Securities and Exchange Commission on May 19, 2000).
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
(ii) Certificate of Limited Partnership of the Partnership
(Incorporated herein by reference to Exhibit 4.3 to
Post-Effective Amendment No. 6 Form S-1 Registration Statement
No. 333-54001 filed with the Securities and Exchange Commission
on May 19, 2000).
(iii) Loan and Security Agreement
(iv) First Amendment to Loan and Security Agreement
(v) Unconsolidated Joint Venture Financial Statements
ICON SPK 2023-A, LLC - as of and for the year ended December 31,
2002
ICON Aircraft 126, LLC - as of and for the year ended December
31, 2002
(b) Reports on Form 8-K
None
(c) Exhibits
31.1 Rule 13a-14(a)/15d-14(a) certifications
31.2 Rule 13a-14(a)/15d-14(a) certifications
32.1 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.
32.2 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.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
December 31, 2003
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
ICON Income Fund Eight B L.P.
File No. 333-37504 (Registrant)
By its General Partner, ICON Capital Corp.
Date: March 30, 2004 /s/ Beaufort J.B. Clarke
-------------------------------------
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacity and on the dates indicated.
ICON Capital Corp.
sole General Partner of the Registrant
Date: March 30, 2004 /s/ Beaufort J.B. Clarke
-----------------------------------------
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
Date: March 30, 2004 /s/ Paul B. Weiss
----------------------------------------
Paul B. Weiss
President and Director
Date: March 30, 2004 /s/ Thomas W. Martin
----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer)
Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrant Which have not Registered Securities Pursuant to
Section 12 of the Act
No annual report or proxy material has been sent to security holders. An annual
report will be sent to the limited partners and a copy will be forwarded to the
Commission.
Exhibit 31.1
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
Certifications - 10-K
---------------------
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this annual report on Form 10-K of ICON Income Fund Eight B
L.P.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements and other financial
information included in this annual 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 annual 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-15e and 15d-15e) 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 annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this annual report based on such
evaluation; and
c) presented in this annual 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 of internal control over financial reporting, to
the registrant's auditors and the board of directors of the Corporate
Manager (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the Partnership 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: March 30, 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 B L.P.
Exhibit 31.2
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
Certifications - 10-K
---------------------
I, Thomas W. Martin, certify that:
1. I have reviewed this annual report on Form 10-K of ICON Income Fund Eight B
L.P.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements and other financial
information included in this annual 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 annual 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-15e and 15d-15e) 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 annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this annual report based on such
evaluation; and
c) presented in this annual 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 of internal control over financial reporting, to
the registrant's auditors and the board of directors of the Corporate
Manager (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the Partnership 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 any corrective actions with regard
to significant deficiencies and material weaknesses.
Dated: March 30, 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 B L.P.
EXHIBIT 32.1
Certification of Chief Executive Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350)
I, Beaufort J.B. Clarke, Chairman and Chief Executive Officer of ICON
Capital Corp, the sole General Partner of ICON Income Fund Eight B L.P., in
connection with the Annual Report of ICON Income Fund Eight B, L.P. (the
"Partnership") on Form 10-K for the year ended December 31, 2003, as filed with
the Securities and Exchange Commission on the date hereof (the "Annual Report")
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge and belief:
(1) the Annual Report 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 Annual Report fairly presents, in all
material respects, the financial condition and results of operations of the
Partnership
Dated: March 30, 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 B L.P.
EXHIBIT 32.2
Certification of Chief Executive Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350)
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 B L.P., in connection with the Annual Report of ICON Income
Fund Eight B, L.P. (the "Partnership") on Form 10-K for the year ended December
31, 2003, as filed with the Securities and Exchange Commission on the date
hereof (the "Annual Report") certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1) the Annual Report 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 Annual Report fairly presents, in all
material respects, the financial condition and results of operations
of the Partnership
Dated: March 30, 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 B L.P.
SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment") is
made as of April 9, 2003 by and between ICON Cash Flow Partners L.P. Seven, a
Delaware limited partnership ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware limited partnership ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited partnership ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability company ("Borrower 4" and together with Borrower 1,
Borrower 2 and Borrower 3, "Borrower"), on the one hand, and Comerica
Bank-California, a California banking corporation ("Lender"), on the other hand,
with respect to the Loan and Security Agreement, dated as of May 30, 2002, and
the First Amendment to Loan and Security Agreement, dated as of December 1,
2002, entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Lender
(as amended and modified through but excluding the date hereof, the
"Agreement")."
RECITALS
WHEREAS, Borrower and Lender entered into the Agreement;
WHEREAS, Borrower 1, Borrower 2 and Borrower 3 violated a covenant in the
Agreement by each failing to earn a net profit after taxes of at least $1.00 for
the fiscal year ending December 31, 2002, as required by Section 7.4 of the
Agreement ("Section 7.4 Profitability Covenant");
WHEREAS, Borrower has requested that Lender waive the violation of the
Section 7.4 Profitability Covenant described in the preceding recital for the
fiscal year ending December 31, 2002 only;
WHEREAS, Borrower represent and warrant that, except for the violation of
the Section 7.4 Profitability Covenant for the fiscal year ending December 31,
2002, described above, they each are in compliance with all terms, covenants and
conditions of the Agreement and all representations and warranties in the
Agreement are true and correct;
WHEREAS, Borrower represent and warrant that, upon execution of this
Amendment, they will each be in compliance with all terms, covenants and
conditions of the Agreement, as amended by this Amendment, and all
representations and warranties made by them in the Agreement, as amended by this
Amendment, are and will be true and correct;
WHEREAS, a deposit account in the name of Borrower 4 is maintained at
Lender, in the name of Borrower 4, and Lender has a perfected security interest
in that deposit account and the proceeds thereof pursuant to the Agreement,
which account has on deposit the sum of $9,000,000.00 or more;
WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;
NOW, THEREFORE, IT IS AGREED THAT:
1. Definitions. Unless otherwise indicated, words and terms which are
defined in the Agreement shall have the same meaning where used herein.
2. Amendments. A new Section 5.12.3 is added to Agreement, to read as
follows:
5.12.3 Maintain on deposit with Lender in Deposit Account 1892187368,
or such other deposit account or accounts as Borrower and Lender
may agree, cash in an amount equal to or greater than the
outstanding principal balance of the Loans. Borrower agree that
Lender may refuse to allow any withdrawal from such deposit
account or accounts if the effect of doing so would be to reduce
the cash balance to an amount less than the outstanding principal
balance of the Loans. In addition, Borrower may not obtain a
Revolving Loan if the effect of doing so would be to increase the
outstanding principal balance of the Loans to an amount greater
than the amount of cash in the above-described deposit account or
accounts.
3. Continued Validity of Agreement. Except as amended by this Amendment,
the Agreement and all security agreements, guaranties, and other documents
executed by Borrower with or in favor of Lender (collectively referred to as
"Loan Documents"), shall continue in full force and effect as originally
constituted and are ratified and affirmed by the parties hereto. Each reference
in the Agreement or in the other Loan Documents to the Agreement shall mean the
Agreement as amended hereby unless the context otherwise requires. This
Amendment and the Agreement shall be read as one document. Without limiting the
generality of the foregoing, nothing in this Amendment entitles Borrower to
receive advances of any funds, or extends the maturity date for repayment,
beyond that expressly set forth in the Agreement.
4. Compliance with Loan Documents. Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each represents and warrants to Lender as follows: Except as stated
in the Recitals to this Amendment: (a) as of the date hereof, each Borrower has
complied, and is in compliance, with all of the terms, covenants and conditions
of the Loan Agreement and the other Loan Documents applicable to it; (b) as of
the date hereof, there exists no Event of Default under the Loan Agreement or
any of the other Loan Documents or an event which would constitute an Event of
Default upon the lapse of time or upon the giving of notice and the lapse of
time specified therein; and (c) the representations and warranties of each
Borrower in the Loan Agreement and the other Loan Documents are true and with
the same effect as though such representations and warranties had been made by
such Borrower as of the date hereof Each Borrower further represents and
warrants that, upon this Amendment becoming effective, each Borrower will be in
compliance with all of the terms, covenants, and conditions of the Loan
Agreement and the other Loan Documents, and all representations and warranties
will be true.
5. Authorization Each party hereto represents to the other that the
individual executing this Amendment on its behalf is the duly appointed
signatory of such party and that such individual is authorized to execute this
Amendment by or on behalf of such party and to take all action required by the
terms of this Amendment.
6. When Amendment is Effective. This Amendment shall be deemed binding and
effective as of April 9, 2003 when this Amendment is executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.
7. Captions. Section headings and numbers have been set forth herein for
convenience only. Unless the contrary is compelled by the context, everything
contained in each section applies equally to this entire Amendment.
8. No Novation. This Amendment is not intended to be, and shall not be
construed to create, a novation or accord and satisfaction, and, except as
otherwise provided herein, the Agreement shall remain in full force and effect.
9. Severability. Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.
10. Entire Agreement. This Amendment constitutes the entire agreement by
and between Borrower and Banks with respect to the subject matter hereof and
supersedes all prior and contemporaneous negotiations, communications,
discussions and agreements concerning such subject matter.
11. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first set forth above.
ICON CASH FLOW PARTNERS L.P.
SEVEN, a Delaware Limited Partnership
By ICON Capital Corp., its general partner
By:____________________________
Paul B. Weiss, President
ICON INCOME FUND EIGHT A L.P., a Delaware Limited Partnership By ICON
Capital Corp., its general partner
ICON INCOME FUND NINE, LLC, a Delaware Limited Liability Company
By: ICON Capital Corp., its manager
By:_______________________________
Paul B. Weiss, President
Address for Notices:
ICON INCOME FUND NINE, LLC
Attention: General Counsel
100 5thAvenue, 10th Floor
New York, New York 10011
Facsimile No.: (212) 418-4739
COMERICA BANK-CALIFORNIA, a California banking corporation
By:______________________________
John Esposito, Vice President
By:_________________________
Paul B. Weiss, President
ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership;;
By ICON Capital corp., its general partner
By:__________________________
Paul B. Weiss, President
THIRD AMENDMENT TO
LOAN AND SECURITY AGREEMENT
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment") is
made as of July 31, 2003 by and between ICON Cash Flow Partners L.P. Seven, a
Delaware limited partnership ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware limited partnership ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited partnership ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability company ("Borrower 4" and together with Borrower 1,
Borrower 2 and Borrower 3, "Borrower" or "Borrowers"), on the one hand, and
Comerica Bank, successor by merger to Comerica Bank-California ("Lender"), on
the other hand, with respect to the Loan and Security Agreement, dated as of May
30, 2002, the First Amendment to Loan and Security Agreement, dated as of
December 1, 2002, entered into by Borrower 1, Borrower 2, Borrower 3, and
Comerica Bank-California, the Second Amendment to Loan and Security Agreement,
dated as of April 9, 2003, entered into by Borrower 1, Borrower 2, Borrower 3,
Borrower 4 and Comerica Bank-California, and the letter agreement dated May 31,
2003 entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Comerica
Bank-California (as amended and modified through but excluding the date hereof,
the "Agreement")."
RECITALS
WHEREAS, Borrower and Lender entered into the Agreement;
WHEREAS, the Revolving Loan Maturity Date under the Agreement is July 31,
2003;
WHEREAS, Borrower has requested that Lender extend the Revolving Loan
Maturity Date to May 31, 2004;
WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;
NOW, THEREFORE, IT IS AGREED THAT:
1. Definitions. Unless otherwise indicated, words and terms which are
defined in the Agreement shall have the same meaning where used herein.
2. Amendments.
(a) The definition of "Borrowing Base" in the Agreement is amended to read
as follows:
Borrowing Base - means 80% of the Present Value of the Eligible Borrowing
Base Contracts, plus Pledged Cash.
(b) A new definition of "Cash Equivalents" is added to the Agreement, to
read as follows:
Cash Equivalents - the sum outstanding, at any one time, of (i) all cash
(in United States dollars) owned by Borrower at such time plus (ii) the
fair market value of all cash equivalents and short term investments (as
those terms are defined in GAAP) owned by Borrower at such time, in each
case excluding Pledged Cash.
(c) The definition of "Eligible Borrowing Base Contract" in the Agreement
is amended by adding the following subsections:
(l) At the time Borrower seeks to have Lender make a Revolving Loan based
on such contract, the Lessee or Debtor, as the case may be, must have
a Standard & Poor's bond rating of BBB or better or a Risk Rating of 3
or better on Lender's internal risk rating system;
(m) Lender, in its sole and absolute discretion, determines that it is
willing to make a Revolving Loan based on such contract;
(n) Lender shall have received a written acknowledgment, in form and
substance satisfactory to Lender, from the Debtor or Lessee, as the
case may be (and from the lender or lessor if the contract is an
Indirect Loan Contract or an Indirect Lease) authenticating the
contract, identifying the existing parties to the contract, stating
that the contract is in full force and effect, stating that no default
exists under the contract, stating that no prepayments on the contract
have been made (or identifying such prepayments if any have been
made), stating that the acknowledging party has not received any
notice that the lender's/lessor's interest in the contract has been
assigned or pledged to any other person, and providing such other
information as Lender may request. As to contracts based on which
Lender made a Revolving Loan prior to July 31, 2003, such written
acknowledgment must be received by Lender within 45 days after
Lender's demand to Borrower for such an acknowledgment; and
(o) Payments made on contracts of the type described in Sections 2.11(a)
and 2.11(c) of this Agreement on or after October 1, 2003 are received
in the Lockbox; and payments paid to a Borrower with respect to
contracts of the type described in Section 2.11(b) of this Agreement
on or after October 1, 2003 are received in the Lockbox.
(d) A new definition is added to the Agreement, to read as follows:
Lockbox - has the meaning set forth in Section 2.11(a) hereof.
(e) A new definition is added to the Agreement, to read as follows:
Pledged Cash - Cash owned by Borrower maintained in a deposit
account or deposit accounts with Lender in the name of one or
more Borrowers, in which Lender has a perfected first priority
security interest to secure payment and performance of the
Obligations, and which Borrower has agreed in writing may not be
withdrawn by Borrower.
(f) The definition of "Revolving Loan Maturity Date" in the Agreement is
amended to read as follows:
Revolving Loan Maturity Date - May 31, 2004.
(g) Section 1.3.1 of the Agreement is amended to read as follows:
1.31 Facility Fee. A Facility Fee in the amount of $87,500.00 per year,
payable in arrears in installments of $21,875.00 per quarter payable on June 30,
September 30, December 31, and March 31 of each year through the Revolving Loan
Maturity Date or, if an extension of time beyond the Revolving Loan Maturity
Date for advances and repayment is provided, through the end of the extension
period.
(h) A new Section 2.11 is added to the Agreement to read as follows:
2.11 Lockbox.
(a) On all Loan Contracts and Leases based on which Lender has made a Loan,
Borrower shall notify all Debtors and Lessees in writing, by means of a
letter in the form attached hereto as Exhibit 5, to remit all payments to a
post office box designated by Lender, to which only Lender shall have
access ("Lockbox"), and notify such Debtors and Lessees that such
designation may not be changed without the written consent of Comerica
Bank.
(b) On all Indirect Loan Contracts and Indirect Leases based on which
Lender has made a Loan, when the lender or lessor is not an Affiliate of
any Borrower, Borrower shall notify the applicable lender or lessor in
writing, by means of a letter in the form attached hereto as Exhibit 6, to
remit all payments payable to such Borrower to the Lockbox, and notify such
lender or lessor that such designation may not be changed without the
written consent of Comerica Bank.
(c) On all Indirect Loan Contracts and Indirect Leases based on which
Lender has made a Loan, when the lender or lessor is an Affiliate of any
Borrower, Borrower shall cause such lender or lessor to notify the Debtor
and Lessee in writing, by means of a letter in the form attached hereto as
Exhibit 7, to remit all payments to the Lockbox, and notify such Debtors
and Lessees that such designation may not be changed without the written
consent of Comerica Bank. Borrower shall also cause such lender or lessor
to execute a power of attorney in form and substance satisfactory to Lender
authorizing Lender to endorse and negotiate all items received in the
Lockbox and collect all proceeds thereof, and shall obtain the written
consent of all Persons that have a direct or indirect interest in the
lender's or lessor's interest in the contract to this procedure.
(d) Borrower shall provide the notices described in subsections (a), (b)
and (c) by a means requiring a written receipt and promptly deliver to
Lender copies of the notices and proof of receipt by each of the
recipients. For Loan Contracts and Leases based on which Lender has made a
Loan prior to July 31, 2003, such notices must be sent by Borrower no later
than three Business Days after the execution of the Third Amendment to the
Agreement. For Loan Contracts and Leases based on which Lender makes a Loan
on or after July 31, 2003, such notices must be sent within three Business
Days after the Loan is made. All invoices and other documents sent by
Borrower to any person to whom the notices described in subsections (a),
(b) and (c) are to be sent, stating where the recipient is to remit
payment, shall identify the Lockbox as the place to remit payment. (e) For
the Loan Contracts and Leases described in subsections (a) and (b), as long
as no Event of Default has occurred, Lender shall deliver the items
received in the Lockbox to Borrower. For the Loan Contracts and Leases
described in subsections (a) and (b), effective upon the occurrence of an
Event of Default, Lender may retain items received in the Lockbox and apply
them, and the proceeds thereof, to the Obligations. (f) For the Loan
Contracts and Leases described in subsection (c), as long as no Event of
Default has occurred, Lender shall deliver the items received in the
Lockbox to the applicable Affiliate lender or lessor. For the Loan
Contracts and Leases described in subsection (c), effective upon the
occurrence of an Event of Default, Lender may endorse and negotiate all
items received in the Lockbox and collect all proceeds thereof, apply to
the Obligations any portion thereof to which any Borrower is entitled, and
remit the excess to the applicable Affiliate lender or lessor on such Loan
Contract or Lease.
(i) Section 5.12.3 of the Agreement is deleted.
(j) Section 5.14 of the Agreement is amended to read as follows:
5.14 Audits. Permit Lender or representatives of Lender to conduct audits
of Borrower's books and records relating to the Accounts, Inventory,
Leases, Loan Contracts and other Collateral and make extracts therefrom no
less frequently than annually (or at any time and without notice required
if an Event of Default has occurred and is continuing) with results
satisfactory to Lender, provided that Lender shall use its best efforts to
not interfere with the conduct of Borrower's business, and arrange for
verification of the Accounts directly with the account debtors obligated
thereon or otherwise, of the Leases directly with the Lessees, and of the
Loan Contracts directly with the Debtors, all under reasonable procedures
acceptable to Lender and at Borrower's sole expense. Borrower shall pay all
reasonable expenses incurred by Lender with respect to such audits.
(k) Section 6.9 of the Agreement is amended by adding the following
sentence at the end: "Notwithstanding anything to the contrary indicated
above, Borrower shall not without Lender's prior written consent, after the
end of a particular Borrower's reinvestment period, pay distributions or
dividends to members, partners or shareholders of such particular Borrower,
or redeem or retire any interest of any partner, member or shareholder of
such particular Borrower if any amount of principal, interest or late
charges remains outstanding on Revolving Loans made to such particular
Borrower. In addition, a Borrower may not use proceeds received from the
sale or other disposition of assets after the end of its reinvestment
period to purchase Leases, Loan Contracts or other assets."
(l) Section 7.1 of the Agreement is amended to read as follows:
7.1 Aggregate Tangible Net Worth. All Borrowers, in the aggregate, shall
maintain, as of the last day of the specified quarter, a Tangible Net Worth of
not less than $155,000,000.
(m) Section 7.3 of the Agreement is deleted and replaced by the following:
7.3 Total Liabilities to Tangible Net Worth. All Borrowers, in the
aggregate, shall maintain, as of the last day of each quarter, a ratio of total
liabilities to Tangible Net Worth of not greater than 3.00 to 1.00.
(n) Section 7.4 of the Agreement is deleted and replaced by the following:
7.4 Minimum Cash Balance. Borrower shall ensure that at all times the sum
of (a) the fair market value of Cash Equivalents owned by Borrower plus (b)
Borrower's Unused Loan Capacity totals at least $7,500,000. For purposes of this
section, "Borrower's Unused Loan Capacity" at any point in time equals the
amount by which the lesser of (i) the Borrowing Base or (ii) the Maximum
Revolving Amount exceeds the Obligations, as reflected to Lender's reasonable
satisfaction in the monthly report described in the next sentence. Borrower
shall provide to Lender as part of its monthly Borrowing Base/Eligible Borrowing
Base Contract Aging Report within 15 days of each month end, information
sufficient to show the amount of Cash Equivalents owned by it and its Unused
Loan Capacity.
(o) A new Section 10.19 is added to the Agreement, to read as follows:
10.19 Waivers and Consents. Except as otherwise expressly provided in this
Agreement, each Borrower waives notice of any Loans, notice of the occurrence of
any default, Event of Default, or of any demand for any payment under this
Agreement, notice of any action at any time taken or omitted by Lender under or
in respect of any of the Obligations, any requirement of diligence or to
mitigate damages and, generally, to the extent permitted by applicable law, all
demands, notices, and other formalities of every kind in connection with this
Agreement (except as otherwise provided in this Agreement). Each Borrower hereby
assents to, and waives notice of, any extension or postponement of the time for
the payment of any of the Obligations, the acceptance of any payment of any of
the Obligations, the acceptance of any partial payment thereon, any waiver,
consent or other action or acquiescence by Lender at any time or times in
respect of any default by any Borrower in the performance or satisfaction of any
term, covenant, condition or provision of this Agreement, any and all other
indulgences whatsoever by Lender in respect of any of the Obligations, and the
taking, addition, substitution or release, in whole or in part, at any time or
times, of any security for any of the Obligations or the addition, substitution
or release, in whole or in part, of any Borrower. Without limiting the
generality of the foregoing, each Borrower assents to any other action or delay
in acting or failure to act on the part of Lender with respect to the failure by
any Borrower to comply with any of its respective Obligations, including,
without limitation, any failure strictly or diligently to assert any right or to
pursue any remedy or to comply fully with applicable laws or regulations
thereunder, which might, but for the provisions of this section, afford grounds
for terminating, discharging or relieving any Borrower, in whole or in part,
from any of its Obligations, it being the intention of each Borrower that, so
long as any of the Obligations hereunder remain unsatisfied, the Obligations of
such Borrower shall not be discharged except by performance and then only to the
extent of such performance. The Obligations of each Borrower shall not be
diminished or rendered unenforceable by any winding up, reorganization,
arrangement, liquidation, reconstruction or similar proceeding with respect to
any Borrower or Lender. Each Borrower represents and warrants that it is
currently informed of the financial condition of all Borrowers and of all other
circumstances which a diligent inquiry would reveal and which bear upon the risk
of nonpayment of the Obligations, and will continue to keep so informed. Each
Borrower waives all rights and defenses arising out of an election of remedies
by Lender.
3. Continued Validity of Agreement. Except as amended by this Amendment,
the Agreement and all security agreements, guaranties, and other documents
executed by Borrower with or in favor of Lender (collectively referred to as
"Loan Documents"), shall continue in full force and effect as originally
constituted and are ratified and affirmed by the parties hereto. Each reference
in the Agreement or in the other Loan Documents to the Agreement shall mean the
Agreement as amended hereby unless the context otherwise requires. This
Amendment and the Agreement shall be read as one document. Without limiting the
generality of the foregoing, nothing in this Amendment entitles Borrower to
receive advances of any funds, or extends the maturity date for repayment,
beyond that expressly set forth in the Agreement.
4. Compliance with Loan Documents. Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each represents and warrants to Lender as follows: (a) as of the date
hereof, each Borrower has complied, and is in compliance, with all of the terms,
covenants and conditions of the Loan Agreement and the other Loan Documents
applicable to it; (b) as of the date hereof, there exists no Event of Default
under the Loan Agreement or any of the other Loan Documents or an event which
would constitute an Event of Default upon the lapse of time or upon the giving
of notice and the lapse of time specified therein; and (c) the representations
and warranties of each Borrower in the Loan Agreement and the other Loan
Documents are true and with the same effect as though such representations and
warranties had been made by such Borrower as of the date hereof. Each Borrower
further represents and warrants that, upon this Amendment becoming effective,
each Borrower will be in compliance with all of the terms, covenants, and
conditions of the Loan Agreement and the other Loan Documents, and all
representations and warranties will be true.
5. Authorization. Each party hereto represents to the other that the
individual executing this Amendment on its behalf is the duly appointed
signatory of such party and that such individual is authorized to execute this
Amendment by or on behalf of such party and to take all action required by the
terms of this Amendment.
6. When Amendment is Effective. This Amendment shall be deemed binding and
effective as of July 31, 2003 when this Amendment is executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.
7. Captions. Section headings and numbers have been set forth herein for
convenience only. Unless the contrary is compelled by the context, everything
contained in each section applies equally to this entire Amendment.
8. No Novation. This Amendment is not intended to be, and shall not be
construed to create, a novation or accord and satisfaction, and, except as
otherwise provided herein, the Agreement shall remain in full force and effect.
9. Severability. Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.
10. Entire Agreement. This Amendment constitutes the entire agreement by
and between Borrower and Banks with respect to the subject matter hereof and
supersedes all prior and contemporaneous negotiations, communications,
discussions and agreements concerning such subject matter.
11. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same agreement.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first set forth above.
ICON CASH FLOW PARTNERS L.P. ICON INCOME FUND NINE, LLC,
SEVEN, a Delaware Limited Partnership a Delaware Limited Liability Company
By ICON Capital Corp., its general partner By: ICON Capital Corp., its manager
By:___________________________ By:__________________________
Paul B. Weiss, President Paul B. Weiss, President
ICON INCOME FUND EIGHT A L.P., COMERICA BANK, SUCCESSOR BY MERGER
a Delaware Limited Partnership TO COMERICA BANK-CALIFORNIA
By ICON Capital Corp., its general partner
By: ___________________________
By:_____________________________
Paul B. Weiss, President
ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership
By ICON Capital Corp., its general partner
By:______________________________
Paul B. Weiss, President
Exhibit 5
Notice to Debtor/Lessee
[Stationery of Borrower]
[Date]
[Name and Address
of Debtor/Lessee]
Re: [Identify Loan Contract/Lease]
Gentlemen:
The undersigned is the [lender/lessor] on the above contract. This letter
is to inform you that the undersigned has assigned to Comerica Bank the right to
receive payments hereafter made on that contract. Accordingly, all payments you
make to the undersigned on the above contract should hereafter be made payable
to [Name of applicable Borrower] and sent to Post Office Box
________________________[Address]. If you do not remit your payments in that
manner and send the payments to that address, the payments may not discharge
your obligation under that contract.
Thank you for your cooperation in this matter. This instruction is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not, however, change the identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.
Yours truly,
[SIGNATURE BLOCK FOR
APPLICABLE BORROWER]
Cc: Comerica Bank
Exhibit 6
Notice to Non-Affiliate Lender/Lessor
on Indirect Loan Contracts and Indirect Leases
[Stationery of Borrower]
[Date]
[Name and Address
of Non-Affiliate
Lender/Lessee]
Re: [Identify Applicable Indirect Loan Contract/Indirect Lease]
Gentlemen:
The undersigned is one of the [partners/members/beneficiaries]of [name of
Addressee]. [Name of Addressee] is the [lender/lessor] under the above contract.
This letter is to notify you that the undersigned has assigned to Comerica Bank
the right to receive payments hereafter payable by you to the undersigned in
connection with that contract. Accordingly, all payments you make to the
undersigned in connection with that contract should hereafter be made payable to
[Name of applicable Borrower] and sent to Post Office Box ____________[Address].
If you do not remit your payments in that manner and send the payments to that
address, the payments may not discharge your obligation.
Thank you for your cooperation in this matter. This instruction is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not, however, change the identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.
Yours truly,
[SIGNATURE BLOCK FOR
APPLICABLE BORROWER]
Cc: Comerica Bank
Exhibit 7
Notice from Affiliate Lender/Lessor
on Indirect Loan Contracts and Indirect Leases
[Stationery of Affiliate Lender/Lessor]
[Date]
[Name and Address
of Debtor/Lessee]
Re: [Identify Loan Contract/Lease]
Gentlemen:
The undersigned is the [lender/lessor] on the above contract. This letter
is to inform you that the undersigned has assigned to Comerica Bank the right to
receive payments hereafter made on that contract. Accordingly, all payments you
make to the undersigned on the above contract should hereafter be made to [Name
of Affiliate] and sent to Post Office Box ______________ [Address]. If you do
not remit your payment in that manner and send the payments to that address, the
payment may not discharge your obligation under that contract.
Thank you for your cooperation in this matter. This instruction is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not, however, change the identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.
Yours truly,
[SIGNATURE BLOCK
FOR AFFILIATE]
Cc: Comerica Bank
FOURTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment") is
made as of November 3, 2003 by and between ICON Cash Flow Partners L.P. Seven, a
Delaware limited partnership ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware limited partnership ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited partnership ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability company ("Borrower 4" and together with Borrower 1,
Borrower 2 and Borrower 3, "Borrower" or "Borrowers"), on the one hand, and
Comerica Bank, successor by merger to Comerica Bank-California ("Lender"), on
the other hand, with respect to the Loan and Security Agreement, dated as of May
30, 2002, the First Amendment to Loan and Security Agreement, dated as of
December 1, 2002, entered into by Borrower 1, Borrower 2, Borrower 3, and
Comerica Bank-California, the Second Amendment to Loan and Security Agreement,
dated as of April 9, 2003, entered into by Borrower 1, Borrower 2, Borrower 3,
Borrower 4 and Comerica Bank-California, the letter agreement dated May 31, 2003
entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Comerica
Bank-California, and the Third Amendment to Loan and Security Agreement dated as
of July 31, 2003, entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4
and Comerica Bank (as amended and modified through but excluding the date
hereof, the "Agreement")."
RECITALS
WHEREAS, Borrower and Lender entered into the Agreement;
WHEREAS, the Revolving Loan Maturity Date under the Agreement is May 31,
2004;
WHEREAS, Borrower has requested that Lender extend the Revolving Loan
Maturity Date to December 31, 2004 and make certain other changes in the
Agreement;
WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;
NOW, THEREFORE, IT IS AGREED THAT:
1. Definitions. Unless otherwise indicated, words and terms which are
defined in the Agreement shall have the same meaning where used herein.
3. Amendments.
(a) The definition of "Revolving Loan Maturity Date" in the Agreement is
amended to read as follows:
Revolving Loan Maturity Date - December 31, 2004.
(b) Section 1.11 of the Agreement is deleted.
(c) Section 3.1.5 of the Agreement is amended to read as follows:
3.1.5 Insurance. Borrower shall have delivered to Lender satisfactory
evidence of insurance coverage required by Section 5.3 of this Agreement, to the
extent requested by Lender.
(d) Section 5.3 of the Agreement is amended to read as follows:
5.3 Insurance. Maintain, or cause the Lessee under each Lease and the
Debtor under each Loan Contract or Indirect Loan Contract to maintain, insurance
on the equipment subject thereto with responsible insurance carriers, insuring
against loss or damage by fire, theft, explosion, sprinklers and all other
hazards and risks ordinarily insured against by other owners who use such
equipment in similar businesses, for the full insurable value thereof; and
provide evidence of such insurance to Lender upon Lender's request. This Section
5.3 does not require Borrower to have Lender added as a loss payee or additional
insured on insurance policies for Revolving Loan Contracts, although Lender may
impose such a requirement if an Event of Default has occurred.
3. Continued Validity of Agreement. Except as amended by this Amendment,
the Agreement and all security agreements, guaranties, and other documents
executed by Borrower with or in favor of Lender (collectively referred to as
"Loan Documents"), shall continue in full force and effect as originally
constituted and are ratified and affirmed by the parties hereto. Each reference
in the Agreement or in the other Loan Documents to the Agreement shall mean the
Agreement as amended hereby unless the context otherwise requires. This
Amendment and the Agreement shall be read as one document. Without limiting the
generality of the foregoing, nothing in this Amendment entitles Borrower to
receive advances of any funds, or extends the maturity date for repayment,
beyond that expressly set forth in the Agreement.
4. Compliance with Loan Documents. Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each represents and warrants to Lender as follows: (a) as of the date
hereof, each Borrower has complied, and is in compliance, with all of the terms,
covenants and conditions of the Loan Agreement and the other Loan Documents
applicable to it; (b) as of the date hereof, there exists no Event of Default
under the Loan Agreement or any of the other Loan Documents or an event which
would constitute an Event of Default upon the lapse of time or upon the giving
of notice and the lapse of time specified therein; and (c) the representations
and warranties of each Borrower in the Loan Agreement and the other Loan
Documents are true and with the same effect as though such representations and
warranties had been made by such Borrower as of the date hereof. Each Borrower
further represents and warrants that, upon this Amendment becoming effective,
each Borrower will be in compliance with all of the terms, covenants, and
conditions of the Loan Agreement and the other Loan Documents, and all
representations and warranties will be true.
5. Authorization. Each party hereto represents to the other that the
individual executing this Amendment on its behalf is the duly appointed
signatory of such party and that such individual is authorized to execute this
Amendment by or on behalf of such party and to take all action required by the
terms of this Amendment.
6. When Amendment is Effective. This Amendment shall be deemed binding and
effective as of November 3, 2003 when this Amendment is executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.
7. Captions. Section headings and numbers have been set forth herein for
convenience only. Unless the contrary is compelled by the context, everything
contained in each section applies equally to this entire Amendment.
8. No Novation. This Amendment is not intended to be, and shall not be
construed to create, a novation or accord and satisfaction, and, except as
otherwise provided herein, the Agreement shall remain in full force and effect.
9. Severability. Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.
10. Entire Agreement. This Amendment constitutes the entire agreement by
and between Borrower and Banks with respect to the subject matter hereof and
supersedes all prior and contemporaneous negotiations, communications,
discussions and agreements concerning such subject matter.
11. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same agreement.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first set forth above.
ICON CASH FLOW PARTNERS L.P. ICON INCOME FUND NINE, LLC,
SEVEN, a Delaware Limited Partnership a Delaware Limited Liability Company
By ICON Capital Corp., its general partner By: ICON Capital Corp., its manager
By:___________________________ By:__________________________
Paul B. Weiss, President Paul B. Weiss, President
ICON INCOME FUND EIGHT A L.P., COMERICA BANK, SUCCESSOR BY MERGER
a Delaware Limited Partnership TO COMERICA BANK-CALIFORNIA
By ICON Capital Corp., its general partner
By: ___________________________
By:_____________________________ Todd Robertson
Paul B. Weiss, President Corporate BankingOfficer-
Western Division
ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership
By ICON Capital Corp., its general partner
By:______________________________
Paul B. Weiss, President