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8-K - FORM 8-K - ICON INCOME FUND EIGHT B LPbody.htm
 
Exhibit 99.1


 
 
 
INCOME FUND
 
EIGHT B L.P.
 

 

 

 

 

 

 

 

 

 

 

 
PORTFOLIO OVERVIEW
 
SECOND QUARTER
 
2010

 

 
 

 

 
Letter from the CEOs                                                                                                                                           as of october 1, 2010

 
Dear investor in ICON Income Fund Eight B L.P.:
 
We write to briefly summarize our activity for the second quarter of 2010.  A more detailed analysis, which we encourage you to read, is contained in our Form 10-Q.  Our Form 10-Q and our other quarterly, annual and current reports are available in the Investor Relations section of our website, www.iconcapital.com.
 
As of June 30, 2010, Fund Eight B was in its liquidation period.  During the remainder of the liquidation period, distributions that are generated from net rental income and proceeds from equipment sales generally fluctuate as remaining leases come to maturity or equipment coming off lease is sold.  During the second quarter of 2010, we made distributions in the aggregate amount of $505,429.
 
We currently own various innovative telecommunications voice transport systems and high capacity conferencing servers, including equipment manufactured by Juniper Networks and Sonus Networks that is subject to lease with an affiliate of Global Crossing Limited, a publicly traded company on the NASDAQ Stock Exchange and a leading global IP solutions provider.  This lease is set to expire in March 2011.
 
We also currently own interests in two aircraft that are subject to lease with Cathay Pacific Airways Limited, a publicly traded company on the Hong Kong Stock Exchange, which are scheduled to come off lease during the second half of 2011. While the airline industry’s move toward more fuel efficient aircraft has impacted the value of these assets, we are hopeful that the continued delay in the delivery of new wide-body aircraft is a positive development, which may ultimately improve our ability to realize on this investment in a favorable manner.
 
We invite you to read through our portfolio overview on the pages that follow for a more detailed explanation of the above described investments.  As always, thank you for entrusting ICON with your investment assets.
 
 
Sincerely,
 
 
Michael A. Reisner
Mark Gatto
Co-President and Co-Chief Executive Officer
Co-President and Co-Chief Executive Officer


 
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ICON Income Fund Eight B L.P.
 
 Second Quarter 2010 Portfolio Overview

 
We are pleased to present ICON Income Fund Eight B L.P.’s (the “Fund”) Portfolio Overview for the second quarter of 2010.  References to “we,” “us” and “our” are references to the Fund, and references to the “General Partner” are references to the general partner of the Fund, ICON Capital Corp.
 
The Fund
 
We raised $75,000,000 commencing with our initial offering on May 19, 2000 through the closing of the offering on October 17, 2001.  During the second quarter of 2010, we operated in our liquidation period.
 
Portfolio Overview
 
Our portfolio consists of investments that we have made directly, as well as those that we have made with our affiliates.  As of June 30, 2010, our portfolio consisted primarily of the following investments.
 
·  
Telecommunications equipment subject to a forty-eight month lease with Global Crossing Telecommunications, Inc.  We paid a purchase price of approximately $7,755,000 for the equipment and the lease is scheduled to expire on March 31, 2011.
 
·  
Two Airbus A340-313X aircraft (B-HXM and B-HXN) leased to Cathay Pacific Airways Limited (“Cathay”).  We own all of the interests in the entity that owns B-HXM and have a 50% interest in B-HXN through a joint venture with ICON Income Fund Nine, LLC (“Fund Nine”), an entity also managed by our General Partner.  The combined purchase price of the interests in both aircraft was approximately $112,008,000, comprised of approximately $6,375,000 in cash and a non-recourse loan in the amount of approximately $105,633,000.  The original lease for B-HXM was due to expire on March 14, 2006, but was extended until October 1, 2011.  The original lease for B-HXN was due to expire on March 27, 2006, but was extended until July 1, 2011.  In connection with both lease extensions, the outstanding debt attributable to each aircraft was refinanced.  The new loans are scheduled to mature concurrently with the respective lease expiration dates for each aircraft.
 

Revolving Line of Credit

We and certain entities managed by our General Partner, Fund Nine, ICON Income Fund Ten, LLC (“Fund Ten”), ICON Leasing Fund Eleven, LLC, ICON Leasing Fund Twelve, LLC and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. (collectively, the “Borrowers”), are parties to a Commercial Loan Agreement, as amended (the “Loan Agreement”), with California Bank & Trust.  The Loan Agreement provides for a revolving line of credit of up to $30,000,000 pursuant to a senior secured revolving loan facility (the “Facility”), which is secured by all assets of the Borrowers not subject to a first priority lien.  The Facility expires on June 30, 2011.  The interest rate at June 30, 2010 was 4.0%.  Aggregate borrowings by all Borrowers under the Facility amounted to $1,350,000 at June 30, 2010, all of which was attributable to Fund Ten.  Subsequent to June 30, 2010, Fund Ten repaid the entire loan balance.

Transactions with Related Parties
 
Prior to May 1, 2006 and in accordance with the terms of our amended and restated agreement of limited partnership, we paid our General Partner (i) management fees ranging from 1% to 5% based on the type of transaction and (ii) acquisition fees, through the reinvestment period, of 3% of the purchase price of our investments.  In addition, our General Partner was reimbursed for administrative expenses incurred in connection with our operations.  Our General Partner also has a 1% interest in our profits, losses, cash distributions and liquidation proceeds.
 
Our General Partner performs certain services relating to the management of our equipment leasing and other financing activities.  Such services include, but are not limited to, 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, liaising with and general supervision of lessees to ensure 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.
 
 
 
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Administrative expense reimbursements were costs incurred by our General Partner or its affiliates that were necessary to our operations.  These costs included our General Partner’s and its affiliates’ legal, accounting, investor relations and operations personnel, as well as professional fees and other costs that were charged to us based upon the percentage of time such personnel dedicated to us.  Excluded were salaries and related costs, office rent, travel expenses and other administrative costs incurred by individuals with a controlling interest in our General Partner.
 
Although our General Partner continues to provide the services described above, in 2006, our General Partner waived its right to future management fees and administrative expense reimbursements.
 
Our General Partner also has a 1% interest in our profits, losses, cash distributions and liquidation proceeds.  We paid distributions to our General Partner in the amounts of $5,054 and $10,102 for the three and six months ended June 30, 2010, respectively.  Additionally, our General Partner’s interest in our net income for the three and six months ended June 30, 2010 was $1,033 and $696, respectively.
 
Your participation in the Fund is greatly appreciated.
 
We are committed to protecting the privacy of our investors in compliance with all applicable laws. Please be advised that, unless required by a regulatory authority such as FINRA or ordered by a court of competent jurisdiction, we will not share any of your personally identifiable information with any third party.
 

 
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ICON Income Fund Eight B L.P.
 
(A Delaware Limited Partnership)
 
Consolidated Balance Sheets
 
   
   
Assets
 
   
 
       
   
June 30,
2010
   
December 31,
 
   
(unaudited)
   
2009
 
 Current assets:
           
 Cash and cash equivalents
  $ 150,034     $ 149,843  
 Current portion of net investment in finance lease
    1,804,720       2,290,231  
 Other current assets
    38,399       36,540  
                 
 Total current assets
    1,993,153       2,476,614  
                 
 Non-current assets:
               
 Net investment in finance lease, less current portion
    -       621,280  
 Leased equipment at cost (less accumulated depreciation
               
  of $35,615,450 and $33,739,596, respectively)
    39,801,270       41,677,124  
 Investment in joint venture
    1,222,641       1,200,986  
 Other non-current assets, net
    1,239,913       1,256,267  
                 
 Total non-current assets
    42,263,824       44,755,657  
                 
 Total Assets
  $ 44,256,977     $ 47,232,271  
                 
Liabilities and Partners’ Equity
 
   
 Current liabilities:
               
 Current portion of non-recourse long-term debt
  $ 3,793,527     $ 3,826,797  
 Deferred revenue
    545,455       613,636  
 Due to affiliates
    143,070       143,070  
 Accrued expenses and other current liabilities
    203,005       207,164  
                 
 Total current liabilities
    4,685,057       4,790,667  
                 
 Non-current liabilities:
               
 Non-recourse long-term debt, less current portion
    32,561,182       34,490,236  
                 
 Total Liabilities
    37,246,239       39,280,903  
                 
 Commitments and contingencies
               
                 
 Partners’ Equity:
               
 Limited Partners
    7,589,690       8,520,914  
 General Partner
    (578,952 )     (569,546 )
                 
 Total Partners’ Equity
    7,010,738       7,951,368  
                 
 Total Liabilities and Partners’ Equity
  $ 44,256,977     $ 47,232,271  

 
 
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ICON Income Fund Eight B L.P.
 
(A Delaware Limited Partnership)
 
Consolidated Statements of Operations
 
(unaudited)
 
   
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
 Revenue:
                       
 Rental income
  $ 1,594,091     $ 1,594,091     $ 3,188,182     $ 3,188,182  
 Finance income
    69,019       141,936       157,236       300,563  
 Income (loss) from investment in joint venture
    34,529       (21,677 )     21,655       (40,677 )
                                 
 Total revenue
    1,697,639       1,714,350       3,367,073       3,448,068  
                                 
 Expenses:
                               
 Depreciation and amortization
    942,100       962,177       1,883,613       1,925,251  
 Interest
    580,084       653,502       1,145,798       1,302,054  
 General and administrative
    72,131       155,136       268,060       288,648  
                                 
 Total expenses
    1,594,315       1,770,815       3,297,471       3,515,953  
                                 
 Net income (loss)
  $ 103,324     $ (56,465 )   $ 69,602     $ (67,885 )
                                 
 Net income (loss) allocable to:
                               
 Limited Partners
  $ 102,291     $ (55,900 )   $ 68,906     $ (67,206 )
 General Partner
    1,033       (565 )     696       (679 )
                                 
    $ 103,324     $ (56,465 )   $ 69,602     $ (67,885 )
                                 
 Weighted average number of units of limited
                               
 partnership interests outstanding
    740,380       740,380       740,380       740,380  
                                 
 Net income (loss) per weighted average
                               
 unit of limited partnership interests outstanding
  $ 0.14     $ (0.08 )   $ 0.09     $ (0.09 )

 
 
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ICON Income Fund Eight B L.P.
 
(A Delaware Limited Partnership)
 
Consolidated Statements of Changes in Partners’ Equity
 
   
   
   
   
   
Units of Limited
               
Total
 
   
Partnership
   
Limited
   
General
   
Partners'
 
   
Interests
   
Partners
   
Partner
   
Equity
 
 Balance, December 31, 2009
    740,380     $ 8,520,914     $ (569,546 )   $ 7,951,368  
                                 
 Cash distributions
    -       (499,755 )     (5,048 )     (504,803 )
 Net loss
    -       (33,385 )     (337 )     (33,722 )
                                 
 Balance, March 31, 2010 (unaudited)
    740,380       7,987,774       (574,931 )     7,412,843  
                                 
 Cash distributions
    -       (500,375 )     (5,054 )     (505,429 )
 Net income
    -       102,291       1,033       103,324  
                                 
 Balance, June 30, 2010 (unaudited)
    740,380     $ 7,589,690     $ (578,952 )   $ 7,010,738  
 

 
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ICON Income Fund Eight B L.P.
 
(A Delaware Limited Partnership)
 
Consolidated Statements of Cash Flows
 
(unaudited)
 
   
   
Six Months Ended
June 30,
 
   
2010
   
2009
 
 Cash flows from operating activities:
           
 Net income (loss)
  $ 69,602     $ (67,885 )
 Adjustments to reconcile net income (loss) to net cash provided by
               
 operating activities:
               
 Rental income paid directly to lenders by lessees
    (3,120,000 )     (3,270,000 )
 Finance income
    (157,236 )     (300,563 )
 (Income) loss from investment in joint venture
    (21,655)       40,677  
 Depreciation and amortization
    1,883,613       1,925,251  
 Interest expense on non-recourse financing paid directly to lenders by lessees
    1,127,845       1,265,431  
 Interest expense from amortization of debt financing costs
    17,953       17,074  
 Changes in operating assets and liabilities:
               
 Collection of finance leases
    1,256,268       1,256,269  
 Other assets, net
    (3,458 )     28,917  
 Deferred revenue
    (68,181 )     81,818  
 Accrued expenses and other current liabilities
    25,672       (122,467 )
                 
 Net cash provided by operating activities
    1,010,423       854,522  
                 
 Cash flows from financing activities:
               
 Repayment of revolving line of credit
    -       (300,000 )
 Cash distributions to partners
    (1,010,232 )     (605,765 )
                 
 Net cash used in financing activities
    (1,010,232 )     (905,765 )
                 
 Net increase (decrease) in cash and cash equivalents
    191       (51,243 )
 Cash and cash equivalents, beginning of period
    149,843       167,128  
                 
 Cash and cash equivalents, end of period
  $ 150,034     $ 115,885  
 
 
 
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ICON Income Fund Eight B L.P.
 
(A Delaware Limited Partnership)
 
Consolidated Statements of Cash Flows
 
(unaudited)
 
   
   
Six Months Ended
June 30,
 
   
2010
   
2009
 
 Supplemental disclosure of cash flow information:
           
 Cash paid during the period for interest
  $ -     $ 19,549  
                 
 Supplemental disclosure of non-cash operating activities:
               
 Principal and interest paid on non-recourse long-term debt directly to lenders by lessees
   3,120,000      3,270,000  
 
 
 
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Forward-Looking InformationCertain statements within this document may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”).  These statements are being made pursuant to the PSLRA, with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by law, we assume no obligation to update or supplement such statements.  Forward-looking statements are those that do not relate solely to historical fact.  They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events.  You can identify these statements by the use of words such as “may,” “will,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,” “intend,” “predict” or “project” and variations of these words or comparable words or phrases of similar meaning.  These forward-looking statements reflect our current beliefs and expectations with respect to future events and are based on assumptions and are subject to risks and uncertainties and other factors outside our control that may cause actual results to differ materially from those projected.  We undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
 
Additional Required Disclosure
 
To fulfill our promises to you we are required to make the following disclosures when applicable:
 
A detailed financial report on SEC Form 10-Q or 10-K (whichever is applicable) is available to you.  It is typically filed either 45 or 90 days after the end of a quarter or year, respectively.  Usually this means a filing will occur on or around March 31, May 15, August 15, and November 15 of each year.  It contains financial statements and detailed sources and uses of cash plus explanatory notes.  You are always entitled to these reports.  Please access them by:
 
·  
Visiting www.iconcapital.com
 
or
 
·  
Visiting www.sec.gov
 
or
 
·  
Writing us at:  Angie Seenauth c/o ICON Capital Corp., 120 Fifth Avenue, 8th Floor, New York, NY 10011
 
We do not distribute these reports to you directly in order to keep our expenses down as the cost of mailing this report to all investors is significant.  Nevertheless, the reports are immediately available upon your request.
 
 
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