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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the quarterly period ended June 30, 2004
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the transition period from _________________________ to ____________________
Commission File Number 333-37504
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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 (IRS Employer Identification Number)
incorporation or organization)
100 Fifth Avenue, New York, New York 10011-1505
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(Address of principal executive offices) (Zip code)
(212) 418-4700
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Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [ x] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [x] No
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets
(unaudited)
June 30, December 31,
2004 2003
---- ----
Assets
Cash and cash equivalents $ 1,640,149 $ 1,760,803
------------- -------------
Investments in finance leases
Minimum rents receivable 12,781,483 15,192,886
Estimated unguaranteed residual values 1,737,662 1,737,662
Initial direct costs, net 117,191 194,985
Unearned income (1,338,166) (1,974,924)
Allowance for doubtful accounts (411,742) -
-------------- -------------
12,886,428 15,150,609
-------------- -------------
Investments in operating leases
Equipment, at cost 138,806,284 148,112,061
Accumulated depreciation and amortization (32,841,436) (31,289,197)
-------------- --------------
105,964,848 116,822,864
-------------- --------------
Equipment held for sale or lease 34,491,632 36,741,848
-------------- --------------
Investments in unconsolidated joint ventures 6,212,299 6,382,227
Due from affiliates 270,973 167,170
Investment in unguaranteed residual values - 409,586
Investment in option 2,100,000 2,100,000
Other assets, net 1,300,879 1,212,013
------------- -------------
Total assets $ 164,867,208 $ 180,747,120
============= =============
(continued on next page)
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets - Continued
(unaudited)
June 30, December 31,
2004 2003
---- ----
Liabilities and Partners' Equity
Notes payable - non-recourse $ 123,751,969 $ 132,938,722
Note payable - recourse 2,000,000 2,000,000
Due to affiliates 27,770 98,203
Deferred rental income 2,064,033 1,255,076
Equipment sales advances 296,350 1,361,506
Security deposits and other liabilities 2,556,885 1,377,023
Minority interests in consolidated joint ventures 715,143 1,352,621
---------------- ---------------
Total liabilities 131,412,150 140,383,151
---------------- ---------------
Commitment and Contingencies
Partners' equity (deficit)
General Partner (316,458) (247,872)
Limited Partners (744,737.91 and 745,491.39 units outstanding,
$100 per unit original issue price) 33,771,516 40,611,841
--------------- ---------------
Total partners' equity 33,455,058 40,363,969
--------------- ---------------
Total liabilities and partners' equity $ 164,867,208 $ 180,747,120
=============== ===============
See accompanying notes to condensed consolidated financial statements.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Operations
(unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2004 2003 2004 2003
---- ---- ---- ----
Revenues
Rental income $ 4,923,369 $ 5,563,689 $ 9,973,836 $ 11,246,229
Finance income 302,567 517,754 636,758 1,092,057
Net (loss) gain on sales of equipment (189,898) 17,050 (673,228) 11,795
Income from investments in unconsolidated
joint ventures 167,396 69,752 267,618 139,321
Gain from investment in unguaranteed
residual values 98,232 - 98,232 -
Interest income and other 596 1,986 17,585 15,829
------------- ------------- ------------- -------------
Total revenues 5,302,262 6,170,231 10,320,801 12,505,231
============= ============= ============ =============
Expenses
Depreciation 3,939,169 4,826,550 7,944,609 8,615,869
Interest 1,561,703 1,900,563 3,222,241 3,751,893
Management fees - General Partner 264,030 549,825 823,764 1,194,583
Administrative expense
reimbursements - General Partner 197,111 266,507 441,422 555,435
Aircraft maintenance 61,920 - 171,180 -
General and administrative 253,309 310,490 609,034 507,585
Amortization of initial direct costs 37,471 60,484 77,794 124,365
Provision for bad debts - - 411,742 -
Provision for impairment loss 601,788 - 601,788 -
Minority interest in consolidated
joint ventures (63,674) (48,063) (134,306) (23,572)
------------- ------------- ------------- -------------
Total expenses 6,852,827 7,866,356 14,169,268 14,726,158
------------- ------------- ------------- -------------
Net loss $ (1,550,565) $ (1,696,125) $ (3,848,467) $ (2,220,927)
============== ============= ============= =============
Net loss allocable to:
Limited Partners $ (1,535,059) $ (1,679,164) $ (3,809,982) $ (2,198,718)
General Partner (15,506) (16,961) (38,485) (22,209)
------------- ------------- ------------- -------------
$ (1,550,565) $ (1,696,125) $ (3,848,467) $ (2,220,927)
============== ============= ============= ==============
Weighted average number of limited
partnership units outstanding 744,738 747,603 744,870 748,026
============= ============= ============= =============
Net loss per weighted average
limited partnership unit $ (2.06) $ (2.25) $ (5.12) $ (2.94)
============= ============= ============= =============
See accompanying notes to condensed consolidated financial statements.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Condensed Consolidated Statement of Changes in Partners' Equity
For the Six Months Ended June 30, 2004
(unaudited)
Limited Partner Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at
January 1, 2004 $ 40,611,841 $ (247,872) $ 40,363,969
Cash distributions to partners $ 4.00 $ - (2,979,988) (30,101) (3,010,089)
Limited partnership units
redeemed (753.48 units) (50,355) - (50,355)
Net loss (3,809,982) (38,485) (3,848,467)
----------------- ----------- ----------------
Balance at
June 30, 2004 $ 33,771,516 $ (316,458) $ 33,455,058
================= ============ ================
See accompanying notes to condensed consolidated financial statements.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30,
(unaudited)
2004 2003
---- ----
Cash flows from operating activities:
Net loss $ (3,848,467) $ (2,220,927)
------------- -------------
Adjustments to reconcile net loss to
net cash used in operating activities:
Finance income paid directly to lenders by lessees (437,367) (578,246)
Depreciation 7,944,609 8,615,869
Amortization of initial direct costs 77,794 124,365
Minority interest in consolidated joint ventures (134,306) (23,572)
Income from investments in unconsolidated joint ventures (267,618) (139,321)
Net (loss) gain on sale of equipment 673,228 (11,795)
Gain from investment in unguaranteed residual values (98,232) -
Provision for impairment loss 601,788 -
Provision for bad debts 411,742 -
Rental income paid directly to lenders by lessees (9,329,281) (10,882,986)
Interest expense on non-recourse financing
paid directly to lenders by lessees 2,623,892 3,230,104
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 767,355 1,282,352
Due from affiliates (103,803) (134,412)
Other assets, net (88,866) 52,291
Due to affiliates (70,433) (224,167)
Deferred rental income (111,048) (528,190)
Security deposits and other liabilities 506,707 946,418
------------- ------------
Total adjustments 2,966,161 1,728,710
------------- ------------
Net cash used in operating activities (882,306) (492,217)
------------ ------------
Cash flows used in investing activities:
Investments in operating leases - (3,076,564)
Distributions received from unconsolidated joint ventures 437,548 708,393
Proceeds from investment in unguaranteed residual values 507,818 1,806,936
Distributions to minority interest in consolidated joint ventures (526,253) (83,117)
Advances received for the sale of equipment 296,350 -
Proceeds from the sale of equipment 3,168,221 268,112
------------ ------------
Net cash provided by (used in) investing activities 3,883,684 (376,240)
------------ ------------
(continued on next page)
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows - Continued
For the Six Months Ended June 30,
(unaudited)
2004 2003
---- ----
Cash flows from financing activities:
Minority interest contribution 11,458 389,518
Cash distributions to partners (3,010,089) (4,018,918)
Redemption of limited partnership units (50,355) (81,970)
Payment of non-recourse borrowings (73,046) (252,905)
-------------- --------------
Net cash used in financing activities (3,122,032) (3,964,275)
-------------- ---------------
Net decrease in cash and cash equivalents (120,654) (4,832,732)
Cash and cash equivalents at beginning of period 1,760,803 8,499,026
-------------- -------------
Cash and cash equivalents at end of period $ 1,640,149 $ 3,666,294
============== =============
(continued on next page)
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows - Continued
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
For the six months ended June 30, 2004 and 2003, non-cash activities
included the following:
2004 2003
---- ----
Value of equipment and receivables
acquired in exchange for debt $ - $ 24,211,080
Non-recourse notes payable and promissory note
assumed in purchase of equipment and receivables - (24,211,080)
-------------- ----------------
$ - $ -
=============== ================
Principal and interest on direct finance receivables paid
directly to lenders by lessees $ 1,488,313 $ 1,382,916
Rental income on operating lease receivables paid
directly to lenders by lessees 9,329,281 10,882,986
Deferred income on operating lease receivables paid
directly to lenders by lessees 920,005 2,512,174
Principal and interest on non-recourse financings
paid directly to lenders by lessees (11,737,599) (14,778,076)
--------------- ----------------
$ - $ -
================ ================
Interest on non-recourse financings
paid directly to lenders by lessees $ 2,623,892 $ 3,230,104
Other interest paid or accrued 598,349 521,789
---------------- ----------------
Total interest expense $ 3,222,241 $ 3,751,893
=============== ================
See accompanying notes to condensed consolidated financial statements.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements
June 30, 2004
(unaudited)
1. Basis of Presentation
The condensed consolidated financial statements of ICON Income Fund Eight B
L.P. (the "Partnership") have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC") and, in the
opinion of management, include all adjustments (consisting only of normal
recurring accruals) necessary for a fair statement of results for each period
shown. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted pursuant
to such SEC rules and regulations. Management believes that the disclosures made
are adequate to make the information presented not misleading. The results for
the interim periods are not necessarily indicative of the results for the full
year. These condensed consolidated financial statements should be read in
conjunction with the financial statements and notes included in the
Partnership's 2003 Annual Report on Form 10-K. Certain 2003 amounts were
reclassified to conform to the 2004 presentation.
2. Related Party Transactions
Fees and expenses paid or accrued by the Partnership to the General Partner
or its affiliates directly or on behalf of joint ventures in which the
Partnership has an interest for the period ended June 30, 2004 and 2003,
respectively, were as follows:
2004 2003
---- ----
Acquisition fees - 736,766 Capitalized as part of investment
in operating leases
Management fees 823,764 1,194,583 Charged to operations
Administrative expense reimbursements 441,422 555,435 Charged to operations
-------------- -------------
$ 1,265,186 $ 2,486,784
============= ==============
For the quarter ended June 30, 2004, the Partnership had a net receivable
of $270,973 due from affiliates, primarily resulting from its share of
distributions and rental payments received by affiliates on behalf of the
Partnership. The Partnership also had a net payable of $27,770 due to the
General Partner and affiliates for administrative expense reimbursements and
rental payments received on behalf of such affiliates.
3. Joint Ventures
The Partnership and its affiliates formed seven joint ventures discussed
below for the purpose of acquiring and managing various assets. The Partnership
and its affiliates have substantially identical investment objectives and
participate on the same terms and conditions. The Partnership has a right of
first refusal to purchase the equipment, on a pro-rata basis, if any of the
affiliates desire to sell their interests in the equipment.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
June 30, 2004
Consolidated Joint Ventures
The three joint ventures described below are majority owned and are
consolidated with the Partnership.
ICON Cheyenne LLC
-----------------
During December 2000, the Partnership and three affiliates, 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"), 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 cash 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 outstanding
balance of the non-recourse debt secured by these assets, at June 30, 2004, was
$727,584.
ICON Aircraft 24846 LLC
-----------------------
During 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 Boeing 767-300ER aircraft at the time 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 lender had a security interest in the
aircraft. The lease with SAS expired in March 2003, at which time the
outstanding balance of the non-recourse debt secured by this asset was
approximately $34,500,000. The Partnership had been making contributions toward
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. The outstanding non-recourse debt at June
30, 2004 was $34,491,632.
The Partnership paid, on behalf of ICON Aircraft 24846, maintenance fees of
$171,180 for the aircraft owned by ICON Aircraft 24846, during the six month
period ended June 30, 2004.
The General Partner had determined that it was in its best interest of the
Partnership and its co-venturers to sell the aircraft to the lender for an
amount equal to the outstanding non-recourse debt balance. The decision to sell
the aircraft was based, in part, on the following factors:
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
1) The aircraft's current fair market value based upon recent appraisals is
between $24,000,000 and $27,000,000, and the current outstanding balance of
the outstanding debt was $34,500,000.
2) Any new lease for the aircraft would have required the Partnership to
contribute a minimum of $850,000 in equity in order to reconfigure the
aircraft and/or upgrade the engines.
3) If the Partnership were to continue to remarket the aircraft, the lender
would have required interest only payments of $100,000 per month until the
aircraft was placed with a new lessee.
The sale of the aircraft took place on July 29, 2004. ICON Aircraft
24846 realized a loss of $601,788 and recorded a provision for impairment
in the second quarter.
ICON Aircraft 47820 LLC
-----------------------
In 2003, the Partnership and Income Fund Nine LLC ("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 Federal
Express 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. 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 lender has 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 final lease payment of $2,916,523 will be used to pay-off the then
outstanding non-recourse debt of the equivalent amount. The outstanding
balance of the non-recourse debt secured by this aircraft, as of June 30,
2004, was $16,490,735.
The Partnership and Fund Nine have ownership interests of 90% and 10%,
respectively, in ICON 47820.
Unconsolidated Joint Ventures
The four joint ventures described below are 50%, 49%, 5% and 15% owned
by the Partnership 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 is subject to non-recourse debt provided by unaffiliated
lenders. As of June 30, 2004, there was $60,827,363 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.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Information as to the unaudited results of operations of ICON 126 for the
six month period ending June 30, 2004 and 2003 is summarized below:
Six Months Ended Six Months Ended
June 30, 2004 June 30, 2003
------------- -------------
Net income $ 305,133 $ 198,598
============= =============
Partnership's share of net income $ 152,567 $ 99,299
============= =============
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, in ICON SPK. 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 acquisition fees paid to the General Partner.
Information as to the unaudited results of operations of ICON SPK for the
six month period ending June 30, 2004 and 2003 is summarized below:
Six Months Ended Six Months Ended
June 30, 2004 June 30, 2003
------------- -------------
Net income $ 149,350 $ 45,866
============= =============
Partnership's share of net income $ 73,182 $ 22,474
============= =============
Distributions $ 884,287 $ 1,412,105
============= =============
Partnership's share of distribution $ 433,302 $ 691,931
============= ==============
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 $8,410,000 in cash, and the assumption of
non-recourse debt of $6,918,091 consisting of a senior debt of $6,679,355 and a
junior debt of $238,736. The facility is subject to a lease with Energy Factors
Kenilworth, Inc., and the lease originally expired in July 2009. In addition,
there was a total of $459,843 in acquisition fees paid to the General Partner.
The outstanding balance of the non-recourse debt secured by this facility at
June 30, 2004, was $985,971.
The original lease term expires in July 2004 and has been extended until
2009. During the extension term, the rental payments will be in part a function
of natural gas prices. If natural gas prices are sustained at the current record
high levels, rental payments will be deferred until natural gas prices return to
previous levels. High natural gas prices, such as the current level, sustained
over the long term will directly affect the viability of the cogeneration
facility and may impede our ability to capitalize on this investment.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
The Partnership and Fund Nine have ownership interests of 5% and 95%,
respectively, ICON/Kenilworth LLC. The Partnership's original investment was
recorded at a cost of $443,492, inclusive of related acquisition fees of $22,992
paid to the General Partner, and is adjusted for its share of earnings, losses
and distributions thereafter.
Information as to the unaudited results of operations of ICON/Kenilworth
LLC for the six months ending June 30, 2004 and 2003 is summarized below:
Six Months Ended Six Months Ended
June 30, 2004 June 30, 2003
------------- --------------
Net income $ 567,766 $ 393,709
============= =============
Partnership's share of net income $ 28,388 $ 19,685
============= =============
Distributions $ 84,932 $ 329,244
============= =============
Partnership's share of distribution $ 4,247 $ 16,462
============= =============
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 Federal Express 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 lender has 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 final lease payment of $2,708,000 will
be used to pay-off the then outstanding non-recourse debt of the equivalent
amount.
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 outstanding
balance of the non-recourse debt secured by this aircraft, at June 30, 2004, was
$15,309,546.
The Partnership and Fund Nine have ownership interests of 15% and 85%,
respectively, in ICON 46835. The Partnership's original investment was recorded
at a cost of $450,000 inclusive of related acquisition fees paid to the General
Partner of $113,812 and is adjusted for its share of earnings, losses, and
distributions thereafter.
Information as to the unaudited results of operations of ICON 46835 for the
six months ending June 30, 2004 and 2003 is summarized below:
Six Months Ended Six Months Ended
June 30, 2004 June 30, 2003
------------- -------------
Net loss $ 88,877 $ (14,248)
============== ===========
Partnership's share of net income (loss) $ 13,481 $ (2,137)
============== ===========
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
4. Allowance for Doubtful Accounts
During the quarter ended March 31, 2004, the Partnership established a
provision for doubtful accounts of $411,742 relating to finance receivables from
Kmart, Inc., based upon Kmart's failure to make monthly payments on one of the
five leases with the Partnership has with the lessee. In current proceedings in
the U.S. Bankruptcy Court, Kmart is attempting to reject the lease. At June 30,
2004, the non-recourse debt associated with the equipment was $3,398,406 and the
related gross receivable was $3,810,148. The Partnership is monitoring the
proceedings, as the lender of the non-recourse debt is contesting the rejection
of the lease.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
June 30, 2004
Item 2. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information - The following discussion and analysis should
be read in conjunction with the audited financial statements and notes included
in the Partnership's annual report on Form 10-K dated December 31, 2003. Certain
statements within this document may constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are identified by words such as "anticipate," "believe," "estimate,"
"expects," "intend," "predict" or "project" and similar expressions. The
Partnership believes that the expectations reflected in such forward-looking
statements are based on reasonable assumptions. Any such forward-looking
statements are subject to risks and uncertainties and the Partnership's future
results of operations could differ materially from historical results or current
expectations. Some of these risks are discussed in this report, and include,
without limitation, fluctuations in oil and gas prices; level of fleet additions
by competitors and industry overcapacity; changes in capital spending by
customers in the cargo delivery industry; changing customer demands for
aircraft; acts of terrorism; unsettled political conditions, war, civil unrest
and governmental actions; disease, such as SARS; foreign currency fluctuations;
and environmental and labor laws. The Partnership's actual results could differ
materially from those anticipated by such forward-looking statements due to a
number of factors, some of which may be beyond the Partnership's control,
including, without limitation:
o changes in our industry, interest rates or the general economy;
o the degree and nature of our competition;
o availability of qualified personnel;
o cash flows from operating activities may be less than the Partnership's
current level of expenses;
o the financial condition of lessees; and
o lessee defaults.
a. Overview
The Partnership is an equipment leasing business formed on February 7, 2000 and
which began active operations on June 14, 2000. The Partnership primarily
engages in the business of acquiring equipment subject to leases.
We have invested most of the net proceeds of this offering in items of equipment
that are subject to leases. After the net offering proceeds were invested,
additional investments were made with the cash generated from the Partnership's
initial investments to the extent that cash is not needed for the Partnership's
expenses or reserves or used to fund distributions to investors. The investment
in additional equipment in this manner is called "reinvestment." We are
currently operating in the "reinvestment period" and anticipate doing so through
the end of October, 2006. After the "reinvestment period", the Partnership will
then begin to sell its assets in the ordinary course of business during a time
frame called the "liquidation period".
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
June 30, 2004
The Partnership's current equipment portfolio which is held directly or
through investments in joint ventures with affiliates, consists substantially
of:
o A portfolio of conveyor systems, frames, racks, carousels and forklifts
that are on lease to PetSmart, Inc. and was purchased for $3,331,179. The
lease terminates on October 25, 2004, at which time PetSmart, Inc. has the
opportunity to purchase all of the equipment at the then fair market value.
o A flight simulator on lease to British Aerospace, Inc. ("BAE"). The
purchase price consisted of $2,062,472 cash and assumption of the remaining
outstanding non-recourse debt of $10,830,109. The lease will expire on
March 27, 2006, at which time BAE may renew the lease for two additional
terms of one year each.
o A 15% interest in a McDonnell Douglas DC-10-30F aircraft on lease with
Federal Express Corporation with an expiration date of March 31, 2007. The
aircraft lease may be renewed for up to five years thereafter. The
Partnership's share of the purchase price was $450,000 cash and it's pro
rata share of $22,291,593 in non-recourse debt.
o A 90% interest in a McDonnell Douglas DC-10-30F aircraft on lease with
Federal Express Corporation with an expiration date of March 31, 2007. The
aircraft lease may be renewed for up to five years thereafter. The
Partnership's share of the purchase price was $2,615,080 in cash and it's
pro rata share of $24,211,080 in non-recourse debt.
o A 87.69% interest in ICON Cheyenne LLC ("ICON Cheyenne"), a special purpose
entity which holds a portfolio consisting of various equipment, including
over the road rolling stock, manufacturing equipment and materials handling
equipment. The original transaction involved acquiring from Cheyenne
Leasing Company a portfolio of 119 leases for a purchase price of
$29,705,716. The purchase price consisted of an equity contribution of
$11,401,151 and the assumption of non-recourse debt of $18,304,565. Of the
original 119 schedules, 30 are still active with expiration dates ranging
between January of 2005 and October of 2006.
o An Airbus A340-313 aircraft on lease to Cathay Pacific Airways Limited. The
purchase price of the aircraft was $4,250,000 in cash and the assumption of
non-recourse debt in the amount of $72,216,650. The lease is scheduled to
terminate on March 31, 2006.
o A 50% interest in an Airbus A340-313 aircraft is on lease to Cathay Pacific
Airways Limited. The aircraft was purchased for an equity contribution of
$2,125,000 and its pro-rata share of non-recourse debt in the amount of
$72,000,000. The lease is scheduled to terminate on March 31, 2006.
o Five aircraft engines on lease to TWA, LLC, a subsidiary of American
Airlines. The aggregate purchase price was $5,950,000. The lease is
scheduled to terminate on May 28, 2008.
o Computer equipment on lease to Regus Business Centre Corp. The equipment
was purchased for $4,507,626. On March 1, 2003, the lease was restructured,
and the expiry date is now March 14, 2007.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
June 30, 2004
o Five (5) schedules consisting of 179 photo labs subject to lease with Kmart
Corporation. The aggregate purchase price for the equipment was $18,234,162
which consisted of $681,720 in cash and $17,552,442 of non-recourse debt.
The lease expiration dates range between April 30, 2006 and January 31,
2007.
Substantially all of our recurring operating cash flows are generated from
the single investor leases in the Partnership's portfolio. On a monthly basis,
we deduct the expenses related to the recurring operations of the portfolio from
such revenues and assess the amount of the remaining cash flows that will be
required to fund known re-leasing costs and equipment management costs. Any
residual operating cash flows are considered available for distribution to the
investors and are paid monthly (up until the liquidation period). We anticipate
increases in cash available for operating distributions to investors due to the
acquisition of more single-investor deals.
Industry Factors
Our results continue to be impacted by a number of factors influencing
the equipment leasing industry.
Further Deterioration of the Air Travel Industry.
The aircraft leasing industry is currently in on the downside of a business
cycle, and this has resulted in depressed sales prices for assets such as the
Partnership's aircraft. It does not appear that the industry will recover
significantly in the very near future, although the Partnership is optimistic
that within two to three years, there will be a full recovery. However, a
further weakening of the industry could cause the proceeds realized from the
future sale of the Partnership's aircraft, engines, and flight simulator to be
even less than suggested by recent appraisals.
Lessee Credit Risk.
The Bankruptcy Court has retained jurisdiction over a dispute involving the
Kmart leases, and an adverse ruling may affect the Partnership's residual value
in the Equipment. Kmart has attempted to reject one of the Partnership's leases
and replace equipment from the Partnership's schedules to other lessors while
simultaneously substituting other lessor's equipment on to the Partnership's
schedules. If the Partnership is not granted title in the new equipment by the
Bankruptcy Court, it will affect the Partnership's ability to realize a return
on its investment.
Kmart has yet to reimburse the Partnership for property taxes remitted by
the Partnership on behalf of Kmart. A hearing is scheduled for August 30, 2004
on the matter, however Kmart's counsel has indicated that Kmart is in the
process of verifying the invoices which have been submitted prior to
reimbursement.
International Risks.
The Partnership's portfolio includes leases with foreign companies, such as
Cathay Pacific Airways, which makes the Partnership's assets especially subject
to geo-political events as well as other foreign concerns, such as SARS. A
reemergence of SARS may affect travel to the Far East, which would adversely
affect the financial condition of Cathay Pacific.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
June 30, 2004
b. Results of Operations for the Three Months Ended June 30, 2004 and 2003
Revenues
Gross revenues for the three months ended June 30, 2004 (the "2004
Quarter") were $5,302,602 comprised primarily of rental income and finance
income. This is a decrease of $867,969 from the quarter that ended June 30, 2003
(the "2003 Quarter"). This decrease is attributable to a decrease in rental
income of $640,320, finance income of $215,187, and an increase in net loss on
sale of equipment of $206,948. The decrease in rental income resulted primarily
from the transfer of equipment on lease to equipment held for sale or lease in
one of the Partnership's consolidated joint ventures, ICON Aircraft 24846. The
decrease in finance income resulted primarily from the termination of equipment
on lease to CSK Auto in 2003. Net loss on sale of equipment increased primarily
due to the sale of equipment on lease to Alliant Food, The Perrier Group and
National Steel which were included in one of the Partnership's consolidated
joint ventures, ICON Cheyenne, LLC. These decreases were partially offset by an
increase in income from investments in unconsolidated joint ventures of $97,644;
specifically, net income in the ICON Aircraft 126, LLC ("ICON 126") and ICON
SPK-2023 LLC ("ICON SPK") joint ventures. Also a gain from investment in
unguaranteed residual value of $98,232 partially offset the decreases in gross
revenue for the 2004 Quarter.
Expenses
Expenses for the 2004 Quarter were $6,852,827. This is a decrease of
$1,013,529 from the 2003 Quarter. The primary reasons for the decrease in
expenses was that depreciation expense decreased by $887,381 due to the sale of
equipment on lease to National Fuel Gas and International Paper in the 2003
Quarter which were included in one of the Partnership's consolidated joint
ventures, ICON Cheyenne, a decrease in interest expense of $338,860 was due to
the pay-off of a note associated with equipment on lease to TWA in 2003; the
overall decrease in the average size of the lease portfolio in the ICON
Cheyenne, a joint venture in the 2004 Quarter as compared to the 2003 Quarter;
and the declining nature of interest expense over a period of time. Decreases in
Management fees - General Partner of $285,795 and administrative expense
reimbursements - General Partner of $69,396 and amortization of initial direct
costs of $23,013 were the result of a decrease in the average size of the
finance and operating lease portfolios due to lease terminations or transfers to
equipment held for sale or lease as mentioned above. Partially offsetting these
decreases is a provision for impairment loss of $601,788 recorded on one of the
Partnership's consolidated joint ventures, ICON Aircraft 24846, as a result of
the sale of an aircraft in July 2004.
Net Income/Loss of the Partnership
As a result of the foregoing factors, net loss for the quarters ended June
30, 2004 and 2003 was $1,550,565 and $1,696,125, respectively. The net loss per
weighted average limited partnership unit for the quarters ended June 30, 2004
and 2003 was $2.06 and $2.25.
c. Results of Operations for the Six Months Ended June 30, 2004 and 2003
Revenues
Gross revenues for the six months ended June 30, 2004 (the "2004 Period")
were $10,320,801 comprised primarily of rental income and finance income. This
is a decrease of $2,184,430 from the six months ended June 30, 2003 (the "2003
Period"). This decrease is attributable to a decrease in rental income of
$1,272,393, finance income of $455,299, and an increase in net loss on sale of
equipment of $685,023. The decrease in rental income resulted primarily from the
transfer of equipment on lease to equipment held for sale or lease in one of the
Partnership's consolidated joint ventures ICON Aircraft 24846. The decrease in
finance income resulted primarily from the termination of equipment on lease to
CSK Auto in 2003. Net loss on sale of equipment increased due to the sale of
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
June 30, 2004
equipment on lease to Alliant Food, The Perrier Group and National Steel which
were included in one of the Partnership's consolidated joint ventures ICON
Cheyenne. These decreases were partially offset by an increase in income from
investments in unconsolidated joint ventures of $128,297; specifically, net
income in the ICON 126 and ICON SPK joint ventures. Also a gain from investment
in unguaranteed residual value of $98,232 partially offset the decreases in
gross revenue for the 2004 Quarter.
Expenses
Expenses for the 2004 Period were $14,169,268. This is a decrease of
$556,890 from the 2003 Period. The primary reasons for the decrease in expenses
was that depreciation expense decreased by $671,260 due to the sale of equipment
on lease to National Fuel Gas, Avery Dennison, Nestle USA and International
Paper in the 2003 Period which were included in one of the Partnership's
consolidated joint ventures, ICON Cheyenne. A decrease in interest expense of
$529,652 was due to the pay-off of a note associated with equipment on lease to
TWA, LLC in 2003; the overall decrease in the average size of the lease
portfolio in the ICON Cheyenne joint venture in the 2004 Quarter as compared to
the 2003 Quarter; and the declining nature of interest expense over a period of
time. Decreases in Management fees - General Partner of $370,819 and
administrative expense reimbursements - General Partner of $114,013 and
amortization of initial direct costs of $46,571 were the result of a decrease in
the average size of the finance and operating lease portfolios due to lease
terminations or transfers to equipment held for sale or lease as mentioned
above. The decrease in expenses were partially offset by an increase in aircraft
maintenance expenses of $171,180 due primarily to increased maintenance expense
associated with the Boeing 767-300 ER aircraft that was previously leased to
Scandinavian Airline Systems included in one of the Partnership's consolidated
joint ventures, ICON Aircraft 24846. An increase in provision for bad debt of
$411,742 was recorded on equipment leased to K-Mart which is included in the
Partnership's investment in finance leases. An increase in minority interest
(income) expense of $110,734 was due to losses incurred in two of the
Partnership's consolidated joint ventures, specifically ICON Aircraft 24846 and
ICON Cheyenne LLC. Also, an increase in provision for impairment loss of
$601,788 recorded on one of the Partnership's consolidated joint ventures, ICON
Aircraft 24846.
Net Income/Loss of the Partnership
As a result of the foregoing factors, net loss for the periods ended June
30, 2004 and 2003 was $3,848,467 and $2,220,927, respectively. The net loss per
weighted average limited partnership unit for the periods ended June 30, 2004
and 2003 was $5.12 and $2.94.
d. Liquidity and Capital Resources
Cash Requirements
The Partnership has sufficient funds necessary to maintain current
operations and to continue to invest in business essential assets subject to
lease. The Partnership is currently focused on increasing cash flow through the
acquisition of additional "income" leases.
Operations
The Partnership's primary source of funds for the six months ended June 30,
2004 were cash proceeds associated with equipment sold and advances received and
for the sale of equipment of $3,464,571, proceeds from the sale of unguaranteed
residuals of $507,818, and distributions received from unconsolidated joint
ventures of $437,458. The Equipment sold was equipment on lease to Alliant Food,
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
June 30, 2004 The Perrier Group, Home Depot, Solectron, NBC and National Steel
which were included in one of the Partnership's consolidated joint ventures ICON
Cheyenne. The distributions received from the joint venture was due to sales of
equipment and rental income received by two of the Partnership's consolidated
joint ventures ICON SPK 2023-A, LLC and ICON/Kenilworth LLC. Distributions to
partners aggregated $3,010,089. As a result of this activity, the Partnership's
liquidity was decreased during the 2004 Period over the 2003 Period. As cash is
realized from operations 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.
Kmart-lessee: The Partnership is the lessor of 210 Noritsu Optical/Digital
photo processing mini-labs located at Kmart retail locations throughout the
country.
On January 22, 2002, Kmart and its affiliate debtors filed a voluntary
petition in the United States Bankruptcy Court for the Eastern District of
Illinois seeking relief under Chapter 11 of Title 11 of U.S.C., 11 U.S.C.
(Section)101, et. seq. as amended.
The Partnership was one of multiple lessors that financed mini-labs. Kmart
neither affirmed nor rejected any of the leases for this equipment in their
current form. Instead, Kmart attempted to invoke a provision within the lease
agreements that allegedly allows Kmart to substitute like equipment on each
schedule even if the equipment is encumbered. Kmart's plan was to substitute
equipment among the various schedules, regardless of lessor/lender, and to
affirm or reject each newly defined schedule.
On January 24, 2003 Kmart filed its Joint Plan of Reorganization. The plan,
which excluded any of the schedules of the mini-labs, was confirmed and Kmart
emerged from Bankruptcy on May 5, 2003. The court maintained special
jurisdiction over the mini-lab leases. Kmart and the lessors/lenders each filed
motions for summary judgment supporting their respective positions.
Subsequently, the court rejected each of the motions and has ordered the parties
go to trial. As of March 31, 2004, several lenders and lessors including the
Partnership have retained counsel to attempt to resolve the matter.
While the Partnership expects to prevail in this matter, there is no
certainty of the outcome and therefore the Partnership may be adversely affected
by an unfavorable decision of the Bankruptcy Court. The Partnership in its 2003
annual report on Form 10-K, had indicated that Kmart was current on payments
through March 2004. This statement was made as a result of having not received
notice from any lenders of a payment default.
ICON Aircraft 24846
- -------------------
The General Partner had determined that it was in its best interest of the
Partnership and its co-venturers to sell the Boeing 767-300ER aircraft,
manufacturer's serial number 24846, to BTM Capital Corp., the lender, for an
amount equal to the outstanding non-recourse debt balance. The decision to sell
the aircraft was based, in part, on the following factors:
1) The aircraft's current fair market value was between $24MM and $27MM, and
the balance of the outstanding debt was $34.5MM.
2) Any new lease for the aircraft would have required the Partnership to
contribute an additional $850,000 in equity (at minimum) in order to
reconfigure the aircraft and/or upgrade the engines.
3) If the Partnership were to continue to remarket the aircraft, the lender
would have required interest only payments of $100,000/month until the
aircraft was placed with a new lessee.
The sale of the aircraft took effect on July 29, 2004. ICON Aircraft 24846
realized a loss of approximately $601,788 and recorded an impairment in the
second quarter.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
June 30, 2004
Financings and Recourse Borrowings
The Partnership has $2,000,000 outstanding under its joint borrowing
facility with Comerica Bank. The existence of the facility enables the
Partnership to use cash for acquisitions and distribution should cash flow
become constrained during the reinvestment period.
The Partnership, along with certain of its affiliates -- ICON Cash Flow
Partners L.P. Seven, ICON Income Fund Eight A and ICON Income Fund Nine LLC --
are parties to a Loan and Security Agreement dated May 30, 2002, as amended (the
"Loan Agreement") between themselves and Comerica Bank (the "Bank"). Certain
financial covenants under the Loan Agreement were violated and were subsequently
cured. The Bank has waived any default that might have resulted there from. The
line of credit was extended to expire December 31, 2004. Aggregate borrowings by
all funds under the line of credit agreement aggregated to $8,615,439 on June
30, 2004.
Distributions
The Partnership made cash distributions to partners of $3,010,089 during
the six months ended June 30, 2004. Such distributions have been reflected as a
return of capital, as the Partnership recorded a loss for the Period.
Uncertainties
As of June 30, 2004, except as noted above in the Overview section and
listed below in the Risk Factors section, and to the best of our knowledge,
there were no known trends or demands, commitments, events or uncertainties
which are likely to have a material effect on liquidity
Risk Factors
Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange Commission are risks and uncertainties that
could cause our actual results to differ materially from the results
contemplated by the forward-looking statements contained in this report and
other periodic statements we make, including but not limited to, the following:
o Kmart is attempting to reject one of the Partnership's equipment schedules
and also attempting to substitute equipment among all of its equipment
schedules, including schedules not owned by the Partnership. The Bankruptcy
Court has retained jurisdiction over this dispute and it is anticipated
that the Court will enter an Order granting the Partnership title to the
"new" equipment which is being substituted. If the Partnership is not
granted title in the new equipment by the Bankruptcy Court, it will affect
the Partnership's ability to realize on its investment. The Court is also
in the process of resolving a dispute with Kmart over delinquent property
taxes.
o TWA, LLC is owned by American Airlines, which has suffered financially with
the rest of the Airline Industry. The possibility of a Chapter 11 filing by
American Airlines may adversely affect the Partnership's engines which are
on lease to TWA, LLC.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
June 30, 2004
e. Inflation and Interest Rates
The potential effects of inflation on the Partnership are difficult to
predict. If the general economy experiences significant rates of inflation,
however, it could affect the Partnership in a number of ways. The cost of
equipment acquisitions could increase with inflation and revenues from existing
leases would not generally increase with inflation, as the Partnership does not
currently have or expect to have rent escalation clauses tied to inflation in
its leases. Nevertheless, the anticipated residual values to be realized upon
the sale or re-lease of equipment upon lease terminations (and thus the overall
cash flow from the Partnership's leases) may be expected to increase with
inflation as the cost of similar new and used equipment increases
If interest rates increase significantly, the lease rates that the
Partnership can obtain on future leases may be expected to increase as the cost
of capital is a significant factor in the pricing of lease financing. Leases
already in place, for the most part, would not be affected by changes in
interest rates.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
The Partnership is exposed to certain market risks, including changes in
interest rates and the demand for equipment (and the related residuals) owned by
the Partnership and its investors.
The Partnership manages its interest rate risk by obtaining fixed rate
debt. The fixed rate debt service obligation streams are generally matched by
fixed rate lease receivable streams generated by the Partnership's lease
investments.
The Partnership borrows funds under a floating rate line of credit and is
therefore exposed to interest rate risk until the floating rate line of credit
is repaid. The Partnership's had $2,000,000 outstanding under the floating rate
line of credit as of June 30, 2004.
The Partnership attempts to manage its exposure to equipment and residual
risk by monitoring the market and maximizing re-marketing proceeds received
through re-lease or sale of equipment.
Item 4. Controls and Procedures
The Partnership carried out an evaluation, under the supervision and with
the participation of management of ICON Capital Corp., the General Partner of
the Partnership, including the Chief Executive Officer and the Principal
Financial and Accounting Officer, of the effectiveness of the design and
operation of 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 Chief Executive Officer and the Principal
Financial and Accounting 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 second quarter that have
materially affected, or are likely to materially affect, the Partnership's
internal control over financial reporting.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership
PART II - OTHER INFORMATION
- ---------------------------
Item 1 - 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 pending litigation and are not
aware of any pending or threatened litigation against the Partnership.
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
32.1 Certification of Chairman and Chief Executive Officer
32.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer.
33.1 Certification of Chairman and Chief Executive Officer pursuant to 18 U.S.C.
(Section)1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
33.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer pursuant to 18 U.S.C. (Section)1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Report on Form 8-K - None
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ICON Income Fund Eight B L.P.
By its General Partner,
ICON Capital Corp.
August 16, 2004 /s/ Thomas W. Martin
----------------------- ---------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal financial and accounting officer of the
General Partner of the Registrant)
Exhibit 32.1
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
Certifications - 10-Q
----------------------
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Income Fund
Eight B L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the condensed consolidated financial statements and
other financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this quarterly report based on
such evaluation; and
c) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the board of directors of the General Partner
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the registrant's ability to record, process, summarize and
report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls over financial reporting.
Dated: August 16, 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
Principal Financial Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
Certifications - 10-Q
---------------------
I, Thomas W. Martin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Income Fund
Eight B L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the condensed consolidated financial statements and
other financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this quarterly report based on
such evaluation; and
c) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the board of directors of the General Partner
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the registrant's ability to record, process, summarize and
report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls over financial reporting.
Dated: August 16, 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.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
June 30, 2004
EXHIBIT 33.1
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.,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
1350), that, to the best of my knowledge and belief :
(1) the Quarterly Report on Form 10-Q for the period ended June 30, 2004 (the
"Periodic Report") which this statement accompanies fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m); and
(2) the information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Income Fund Eight B L.P.
Dated: August 16, 2004
/s/ Beaufort J.B. Clarke
------------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
General Partner of ICON Income Fund Eight B L.P.
ICON Income Fund Eight B L.P.
(A Delaware Limited Partnership)
June 30, 2004
EXHIBIT 33.2
I, Thomas W. Martin, Executive Vice President (Principal Financial and
Accounting Officer) of ICON Capital Corp, the sole General Partner of ICON
Income Fund Eight B L.P., certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350), that, to the best of my knowledge and belief:
(1) the Quarterly Report on Form 10-Q for the period ended June 30, 2004 (the
"Periodic Report") which this statement accompanies fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m); and
(2) the information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Income Fund Eight B L.P.
Dated: August 16, 2004
/s/ Thomas W. Martin
-------------------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
General Partner of ICON Income Fund Eight B L.P.