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
[Fee Required]
For the fiscal year ended December 31, 2001
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or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
[Fee Required]
For the transition period from to
------------------------- --------------------
Commission File Number 33-44413
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ICON Cash Flow Partners, L.P., Series E
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3635208
- -------------------------------------- ---------------------------------
(State or other jurisdict (I.R.S. Employer
incorporation or organization) Identification Number)
100 Fifth Avenue, 10th Floor, New York, New York 10011
- --------------------------------------------------------------------------------
(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
Title of each class Name of each exchange on which registered
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interests
- --------------------------------------------------------------------------------
(Title of class)
- --------------------------------------------------------------------------------
(Title of class)
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
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
December 31, 2001
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 Consolidated Financial and Operating Data 5
7. General Partner's Discussion and Analysis of Financial
Condition and Results of Operations 6-9
8. Consolidated Financial Statements and Supplementary Data 10-29
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 30
PART III
10. Directors and Executive Officers of the
Registrant's General Partner 30-31
11. Executive Compensation 31
12. Security Ownership of Certain Beneficial Owners and Management 31
13. Certain Relationships and Related Transactions 32
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 32-42
SIGNATURES 43
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
December 31, 2001
PART I
Item 1. Business
General Development of Business
ICON Cash Flow Partners, L.P., Series E (the "Partnership") was formed in
November 1991 as a Delaware limited partnership. The Partnership commenced
business operations on its initial closing date, July 6, 1992, with the
admission of 13,574.17 limited partnership units. Between July 7, 1992 and to
July 31, 1993 (the final closing date), 596,837.34 additional units were
admitted bringing the total admissions to 610,411.51 units totaling $61,041,151
in capital contributions. From 1994 through 2001, the Partnership redeemed 2,556
limited partnership units leaving 607,855.51 limited partnership units
outstanding at December 31, 2001. The sole general partner is ICON Capital Corp.
(the "General Partner").
The Partnership's reinvestment period ended July 31, 1998. The disposition
period began on August 1, 1998. During the disposition period the Partnership
has and will continue to distribute substantially all distributable cash from
operations and equipment sales to the partners and begin the orderly termination
of its operations and affairs. The Partnership has not and will not invest in
any additional finance or lease transactions during the disposition period.
During the disposition period the Partnership expects to recover, at a minimum,
the carrying value of its assets.
Segment Information
The Partnership has only one operating segment: the business of 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
investment 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 has: (1) acquired a diversified portfolio of leases
and financing transactions; (2) made monthly cash distributions to its limited
partners commencing with each limited partner's admission to the Partnership,
(3) re-invested substantially all undistributed cash from operations and cash
from sales of equipment and financing transactions during the reinvestment
period; and (4) begun to sell the Partnership's investments and distribute the
cash from sales of such investments to its limited partners.
The equipment leasing industry is highly competitive. When seeking its
leasing transactions for acquisition the Partnership competed 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.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
December 31, 2001
The Partnership has no direct employees. The General Partner has full and
exclusive discretion in management and control of the Partnership.
Lease and Financing Transactions
For the years ended December 31, 2001 and 2000, the Partnership did not
finance or purchase any new equipment.
The lease of an aircraft to Aerovias de Mexico, S.A. de C.V. ("Aeromexico")
represents more than 10% of the Partnership's revenue for the year ended
December 31, 2001. The carrying value of the Aeromexico aircraft represented
approximately 46.6% of the Partnership's assets at December 31, 2001.
Item 2. Properties
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 is not a party to any pending legal proceedings.
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 2001.
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 interests.
It is unlikely that any such market will develop.
Number of Equity Security Holders
Title of Class as of December 31,
-------------- ---------------------------------
2001 2000
---- ----
Limited partners 3,736 3,736
General Partner 1 1
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
December 31, 2001
Item 6. Selected Consolidated Financial and Operating Data
Years Ended December 31,
-------------------------------------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Total revenues $ 5,387,932 $6,532,679 $10,203,685 $10,087,667 $7,611,293
=========== ========== =========== =========== ==========
Net (loss) income $(1,395,324) $ 396,430 $ 2,242,510 $ 1,047,706 $2,368,585
=========== ========== =========== =========== ==========
Net (loss) income allocable
to limited partners $(1,381,371) $ 392,466 $ 2,220,085 $ 1,037,229 $2,344,899
=========== ========== =========== =========== ==========
Net (loss) income allocable
to the General Partner $ (13,953) $ 3,964 $ 22,425 $ 10,477 $ 23,686
=========== ========== =========== =========== ==========
Weighted average
limited partnership
units outstanding 607,856 607,856 607,856 608,273 609,211
=========== ========== =========== =========== ==========
Net (loss) income per
weighted average limited
partnership unit $ (2.27) $ .65 $ 3.65 $ 1.71 $ 3.85
========== ========== ========== =========== =========
Distributions to
limited partners $ 1,356,383 $3,672,173 $ 4,381,933 $ 7,755,553 $7,768,316
=========== ========== =========== =========== ==========
Distributions to the
General Partner $ 13,564 $ 37,091 $ 44,258 $ 78,338 $ 78,468
=========== ========== =========== =========== ==========
Years Ended December 31,
-------------------------------------------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Total assets $32,783,624 $46,154,746 $64,830,618 $86,918,230 $66,917,017
=========== =========== =========== =========== ===========
Partners' equity $ 8,614,284 $11,379,555 $14,692,389 $16,876,070 $23,689,694
=========== =========== =========== =========== ===========
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
December 31, 2001
Item 7. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
The Partnership's portfolio consisted of a net investment in finance
leases, financings, operating leases and equity investments in joint ventures
representing 31%, 17%, 51% and 1% of total investments at December 31, 2001,
respectively, and 41%, 22%, 36% and 1% of total investments at December 31,
2000, respectively. The Partnership did not finance or purchase any new
equipment in 2001 or 2000.
Significant Accounting Policies
Basis of Accounting and Presentation - The Partnership's records are
maintained on the accrual basis. The preparation of financial statements in
conformity with generally accepted accounting principles 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 include the allowance for
doubtful accounts and unguaranteed residual values. Management believes that the
estimates and assumptions utilized in preparing its financial statements are
reasonable and prudent. Actual results could differ from those estimates. In
addition, management is required to disclose contingent assets and contingent
liabilities.
Leases - The Partnership accounts for owned equipment leased to third
parties as finance leases or operating leases, as appropriate. For finance
leases, the Partnership records, at the inception of the lease, the total
minimum lease payments receivable, the estimated unguaranteed residual values,
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 at cost and is
depreciated on the straight-line method over the lease terms to their estimated
fair market values at lease terminations. 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.
Impairment of Estimated Residual Values - The Partnership's policy with
respect to impairment of estimated residual values is to review, on a periodic
basis, the carrying value of its residuals on an individual asset basis to
determine whether events or changes in circumstances indicate that the carrying
value of an asset may not be recoverable and, therefore, an impairment loss
should be recognized. The events or changes in circumstances which generally
indicate that the residual value of an asset has been 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 Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
December 31, 2001
The Partnership measures its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be
received by the Partnership from release or resale of the equipment. Generally,
third party appraisals, reviews of future cash flows and anticipated future cash
flows and detailed market analyses are used as the basis for measuring whether
an impairment loss should be recognized.
Allowance for Doubtful Accounts - The Partnership records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful accounts is based on the ongoing analysis of delinquency trends,
loss experience and an assessment of overall credit risk. 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.
Results of Operations
Years Ended December 31, 2001 and 2000
Revenues for the year ended December 31, 2001 were $5,387,932, representing
a decrease of $1,144,747 from 2000. The decrease in revenues resulted primarily
from a decrease in finance income of $924,152, a decrease in gain on sales of
equipment of $185,469 and an increase in the loss from investments in
unconsolidated joint ventures of $122,857, respectively. Finance income
decreased due to the decrease in the average size of the finance lease
portfolio. The decrease in gain on sales of equipment resulted from a decrease
in the amount of equipment sold where the proceeds received were in excess of
the Partnership's carrying value. The increase in the loss from investments in
unconsolidated joint ventures in 2001 resulted primarily from a provision for
bad debts of $1,825,000 being recorded in 2001 by an underlying joint venture,
ICON Receivables 1997-A LLC, as compared with a provision for bad debts of
$850,000 recorded by this venture in 2000.
Expenses for the year ended December 31, 2001 were $6,783,256, representing
an increase of $647,007 from 2000. The increase in expenses resulted primarily
from increases in depreciation of $537,172, provision for bad debts of
$1,662,304 and amortization of initial direct costs and other of $123,205. These
increases were partially offset by decreases in interest expense of $674,083,
management fees of $210,941, administrative expense reimbursements- General
Partner of $119,193 and minority interest income in consolidated joint ventures
of $460,987 in 2001 versus expense of $112,178 in 2000.
The increase in depreciation in 2001 was due to a change in estimate
related to the salvage value of certain operating lease equipment. This change
in accounting estimate caused depreciation to increase by an additional $243,164
in 2001. In addition, a lease was reclassified from a finance lease to an
operating lease in June of 2001 as the original lease term of the equipment
expired and the lease was renewed for a twelve month period. The lease had
previously been classified as a finance lease with a carrying value of $846,858.
The reclassification caused depreciation to increase by an additional $294,008.
The provision for bad debts increased as a result of determinations made to
adjust the levels of reserves required. These determinations were the result of
the Partnership's ongoing analysis of delinquency trends, loss experience and an
assessment of the overall credit risk which resulted in a provision for bad
debts of $2,162,304 in 2001. The increase in amortization of initial direct
costs and other was due to the amortization of loan origination fees incurred by
ICON Receivables 1997-B LLC the Partnership's majority owned joint venture. The
decrease in interest expense resulted from a decrease in the average debt
outstanding from 2000 to 2001. The decrease in management fees and
administrative expense reimbursements resulted from a decrease in the average
size
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
December 31, 2001
of the finance lease portfolio. The change in the minority interest in
consolidated joint ventures resulted from an overall loss in one of the
Partnership's consolidated joint ventures versus income in the consolidated
joint ventures in 2000.
Net (loss) income for the years ended December 31, 2001 and 2000 was
$(1,395,324) and $396,430, respectively. The primary reason for the decline in
net income in 2001 was the increased procession for bad debts and the increase
in depreciation expense. The net (loss) income per weighted average limited
partnership unit was $(2.27) and $.65 for 2001 and 2000, respectively.
Years Ended December 31, 2000 and 1999
Revenues for the year ended December 31, 2000 were $6,532,679, representing
a decrease of $3,671,006 from 1999. The decrease in revenues resulted primarily
from a decrease in finance income of $2,762,490, a decrease in gain on sales of
equipment of $647,268 and a loss from investments in unconsolidated joint
ventures of $194,006 in 2000 versus income from investments in unconsolidated
joint ventures of $48,211 in 1999. Finance income decreased due to the decrease
in the average size of the finance lease portfolio. The decrease in gain on
sales of equipment resulted from a decrease in the amount of equipment sold
where the proceeds received were in excess of the remaining carrying value. The
loss from investments in unconsolidated joint ventures in 2000 resulted
primarily from a provision for bad debts of $850,000 being recorded in 2000 by
an underlying joint venture, ICON Receivables 1997-A LLC, with no provision for
bad debts being required to be recorded by this venture in 1999.
Expenses for the year ended December 31, 2000 were $6,136,249, representing
a decrease of $1,824,926 from 1999. The decrease in expenses resulted primarily
from decreases in interest expense of $1,099,333, provision for bad debts of
$500,000, management fees of $180,768 and administrative expense reimbursements
- - General Partner of $80,923. These decreases were partially offset by increases
in minority interest expense in consolidated joint ventures of $32,424 and
general and administrative expense of $36,767.
The provision for bad debts increased as a result of determinations made to
adjust the level of reserves required. These determinations were the result of
the Partnership's ongoing analysis of delinquency trends, loss experience and an
assessment of the overall credit risk. The decrease in interest expense resulted
from a decrease in the average outstanding debt from 1999 to 2000. The decrease
in management fees and administrative expense reimbursements resulted from a
decrease in the average size of the finance lease portfolio. The change in the
minority interest in consolidated joint ventures resulted from increased
earnings levels within the Partnership's two consolidated joint ventures General
and administrative expenses increased primarily as a result of higher
professional fees in 2000.
Net income for the years ended December 31, 2000 and 1999 was $396,430 and
$2,242,510, respectively. The net income per weighted average limited
partnership unit was $.65 and $3.65 for 2000 and 1999, respectively.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
December 31, 2001
Liquidity and Capital Resources
The Partnership's reinvestment period ended July 31, 1998 and the
disposition period began on August 1, 1998. During the disposition period, the
Partnership has and will continue to distribute substantially all distributable
cash from operations and equipment sales to the partners and begin the orderly
termination of its operations and affairs. The Partnership has not and will not
invest in any additional finance or lease transactions during the disposition
period. Because the Partnership is in the disposition period, future monthly
distributions are expected to fluctuate depending on the amount of asset sale
and re-lease proceeds received during that period.
The Partnership's primary sources of funds in 2001, 2000 and 1999 were net
cash generated by operating activities of $8,300,201, $9,256,495 and
$11,077,470, respectively, proceeds from sales of equipment of $738,728,
$2,159,942 and $3,776,513, respectively. During 2001, the Partnership used the
cash generated to repay certain non-recourse debt in accordance with the terms
of the debt in the amount of $7,335,811 and make distributions to partners
totaling $1,369,947 ($1,356,383 to the limited partners or $2.23 per limited
Partnership unit).
The Partnership's notes payable consisted of $21,862,616 of non-recourse
debt as of December 31, 2001. Such debt is secured by leased equipment and is
payable from the rentals and residuals realized from such investments.
New Accounting Pronouncement - Effective January 1, 2002, the Partnership
adopted SFAS No. 144, "Accounting for the Impairment or Disposal of long-lived
Assets" (SFAS No. 144). This statement requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measures by a comparison of the carrying amount of
an asset to the future net cash flows expected to be generated by the asset. If
the carrying amount of the asset exceeds its estimated future cash flows, an
impairment charge is recognized by the amount by which the carrying amount of
the asset exceeds the fair value of the asset. The adoption of SFAS No. 144 did
not have any effect on the Partnership's financial position or results of
operations as the provisions of SFAS No. 144 are similar to the partnership's
current policy for impairment review. SFAS No. 144 requires companies to
separately report discontinued operations and extends that reporting to a
component of an entity that either has been disposed of (by sale, abandonment or
in a distribution to the owners) or classified as held for sale. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
the costs to sell.
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 and its investees. Except as discussed below, the Partnership
believes its exposure to other market risks are insignificant to both its
financial position and results of operations.
The Partnership manages its interest rate risk by obtaining fixed rate
debt. The fixed rate debt service obligation streams are generally matched by
fixed rate lease receivable streams generated by the Partnership's lease
investments.
The Partnership manages its exposure to equipment and residual risk by
monitoring the market and maximizing the re-marketing proceed received through
re-leasing or sale of equipment.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
December 31, 2001
Item 8. Consolidated Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Page Number
Independent Auditors' Report 12
Consolidated Balance Sheets as of December 31, 2001 and 2000 13
Consolidated Statements of Operations for the Years Ended
December 31, 2001, 2000 and 1999 14
Consolidated Statements of Changes in Partners'
Equity for the Years Ended
December 31, 2001, 2000 and 1999 15
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2001, 2000 and 1999 16-18
Notes to Consolidated Financial Statements 19-29
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Financial Statements
December 31, 2001
(With Independent Auditors' Report Thereon)
INDEPENDENT AUDITORS' REPORT
The Partners
ICON Cash Flow Partners, L.P., Series E:
We have audited the accompanying consolidated balance sheets of ICON Cash Flow
Partners, L.P., Series E (a Delaware limited partnership) as of December 31,
2001 and 2000, and the related consolidated statements of operations, changes in
partners' equity and cash flows for each of the years in the three-year period
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 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.
As discussed in Note 1, the Partnership's reinvestment period ended July 31,
1998. The disposition period began on August 1, 1998. During the disposition
period the Partnership has and will continue to distribute substantially all
distributable cash from operations and equipment sales to the partners and begin
the orderly termination of its operations and affairs.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ICON Cash Flow
Partners, L.P., Series E as of December 31, 2001 and 2000, and the results of
its operations and its cash flows for each of the years in the three-year period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.
/s/ KPMG LLP
---------------------------------------------
KPMG LLP
April 15, 2002
New York, New York
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Balance Sheets
December 31,
2001 2000
---- ----
Assets
Cash and cash equivalents $ 1,363,922 $ 1,030,751
------------ ------------
Investment in finance leases
Minimum rents receivable 7,249,182 13,688,669
Estimated unguaranteed residual values 5,073,140 7,904,259
Unearned income (746,315) (2,077,737)
Allowance for doubtful accounts (1,888,318) (1,287,212)
------------ ------------
9,687,689 18,227,979
------------ ------------
Investment in operating leases
Equipment at cost 21,554,842 20,707,984
Accumulated depreciation (5,708,777) (4,584,394)
------------ ------------
15,846,065 16,123,590
------------ ------------
Investment in financings
Receivables due in installments 6,843,252 11,907,064
Unearned income (413,030) (1,176,563)
Allowance for doubtful accounts (1,214,557) (1,235,231)
------------ ------------
5,215,665 9,495,270
------------ ------------
Investments in joint ventures 166,692 483,555
------------ ------------
Other assets 503,591 793,601
------------ ------------
Total assets $ 32,783,624 $ 46,154,746
============ ============
Liabilities and Partners' Equity
Notes payable - non-recourse 21,862,616 32,116,840
Security deposits, deferred credits and other payables 2,132,052 2,022,692
Minority interests in consolidated joint ventures 174,672 635,659
------------ ------------
24,169,340 34,775,191
------------ ------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (433,582) (406,065)
Limited partners (607,855.51 units outstanding,
$100 per unit original issue price) 9,047,866 11,785,620
------------ ------------
Total partners' equity 8,614,284 11,379,555
------------ ------------
Total liabilities and partners' equity $ 32,783,624 $ 46,154,746
============ ============
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Statements of Operations
For the Years Ended December 31,
2001 2000 1999
---- ---- ----
Revenues
Finance income $ 2,923,473 $ 3,847,625 $ 6,610,115
Rental income 2,609,465 2,460,000 2,460,000
Gains on sales of equipment 68,268 253,737 901,005
Interest income and other 103,589 165,323 184,354
(Loss) income from investments in
unconsolidated joint ventures (316,863) (194,006) 48,211
----------- ----------- -----------
Total revenues 5,387,932 6,532,679 10,203,685
----------- ----------- -----------
Expenses
Interest 2,333,153 3,007,236 4,106,569
Provision for bad debts 2,162,304 500,000 1,000,000
Management fees - General Partner 537,237 748,178 928,946
Administrative expense reimbursements
- General Partner 339,737 458,930 539,853
Depreciation 1,124,383 587,211 587,211
General and administrative 624,122 722,414 685,647
Amortization of initial direct costs and other 123,307 102 33,195
Minority interest (income) expense in
consolidated joint ventures (460,987) 112,178 79,754
----------- ----------- -----------
Total expenses 6,783,256 6,136,249 7,961,175
----------- ----------- -----------
Net (loss) income $(1,395,324) $ 396,430 $ 2,242,510
=========== =========== ===========
Net (loss) income allocable to:
Limited partners $(1,381,371) $ 392,466 $ 2,220,085
General Partner (13,953) 3,964 22,425
----------- ----------- -----------
$(1,395,324) $ 396,430 $ 2,242,510
=========== =========== ===========
Weighted average number of limited
partnership units outstanding 607,856 607,856 607,856
=========== =========== ===========
Net (loss) income per weighted average
limited partnership unit $ (2.27) $ .65 $ 3.65
=========== =========== ===========
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Statements of Changes in Partners' Equity
For the Years Ended December 31, 2001, 2000 and 1999
Limited Partner Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at
December 31, 1998 $17,227,175 $(351,105) $16,876,070
Cash distribution
To partners $ 3.56 $3.65 (4,381,933) (44,258) (4,426,191)
Net income 2,220,085 22,425 2,242,510
----------- --------- -----------
Balance at
December 31, 1999 15,065,327 (372,938) 14,692,389
Cash distribution
to partners $ 5.39 $ .65 (3,672,173) (37,091) (3,709,264)
Net income 392,466 3,964 396,430
----------- --------- -----------
Balance at
December 31, 2000 11,785,620 (406,065) 11,379,555
Cash distribution
to partners $ 2.23 $ - (1,356,383) (13,564) (1,369,947)
Net loss (1,381,371) (13,953) (1,395,324)
----------- --------- -----------
Balance at
December 31, 2001 $ 9,047,866 $(433,582) $ 8,614,284
=========== ========= ===========
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
For the Years Ended December 31,
2001 2000 1999
---- ---- ----
Cash flows from operating activities:
Net (loss) income $ (1,395,324) $ 396,430 $ 2,242,510
------------ ------------ ------------
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 1,124,383 587,211 587,211
Rental income - assigned operating lease receivables (2,460,000) (2,460,000) (2,460,000)
Provision for doubtful accounts 2,162,304 500,000 1,000,000
Finance income portion of receivables and other
paid directly to lenders by lessees (447,632) (1,111,381) (1,782,276)
Amortization of initial direct costs 123,307 102 33,195
Gain on sales of equipment (68,268) (253,737) (901,005)
Interest expense on non-recourse financing
paid directly by lessees 1,687,354 1,750,991 2,165,742
Loss (income) from investments in
unconsolidated joint ventures 316,863 194,006 (48,211)
Minority interest (income) expense in consolidated
joint ventures (460,987) 112,178 79,754
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 7,376,587 9,699,464 11,170,238
Accounts receivable from affiliates -- -- 160,151
Other assets 232,256 465,730 (368,886)
Security deposits, deferred credits and
other payables 109,360 (735,673) (1,256,508)
Other (2) 111,174 455,555
------------ ------------ ------------
Total adjustments 9,695,525 8,860,065 8,834,960
------------ ------------ ------------
Net cash provided by operating activities 8,300,201 9,256,495 11,077,470
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from sales of equipment 738,728 2,159,942 3,776,513
Distributions received from
unconsolidated joint ventures -- 140,630 677,198
Investments in unconsolidated joint ventures -- -- (84,535)
Minority interests in consolidated joint ventures -- (37,145) 877
------------ ------------ ------------
Net cash provided by investing activities 738,728 2,263,427 4,370,053
------------ ------------ ------------
(continued on next page)
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (continued)
For the Years Ended December 31,
2001 2000 1999
---- ---- ----
Cash flows from financing activities:
Principal payments on non-recourse debt (7,335,811) (20,797,194) (11,283,667)
Proceeds from non-recourse debt -- 11,943,528 --
Cash distributions to partners (1,369,947) (3,709,264) (4,426,191)
------------ ------------ ------------
Net cash used in by financing activities (8,705,758) (12,562,930) (15,709,858)
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents 333,171 (1,043,008) (262,335)
Cash and cash equivalents at beginning of year 1,030,751 2,073,759 2,336,094
------------ ------------ ------------
Cash and cash equivalents at end of year $ 1,363,922 $ 1,030,751 $ 2,073,759
============ ============ ============
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Statements of Cash Flows (Continued)
Supplemental Disclosures of Cash Flow Information
For the years ended December 31, 2001, 2000 and 1999, non-cash activities
included the following:
2001 2000 1999
---- ---- ----
Decrease in investments in finance leases and
financings due to contribution to
unconsolidated joint venture $ -- $ -- $ 98,474
Increase in investments in
unconsolidated joint venture -- -- (98,474)
Principal and interest on finance receivables
paid directly to lender by lessees 2,145,767 5,139,723 --
Rental income - assigned operating
lease receivables - paid directly to lenders
by lessees 2,460,000 2,460,000 2,460,000
Principal and interest on non-recourse financing
paid directly by lessees (4,605,767) (7,599,723) (2,460,000)
Decrease in investment in finance leases due
to terminations -- -- (644,704)
Decrease in notes payable - non-recourse due to
terminations -- -- 644,704
----------- ----------- -----------
$ -- $ -- $ --
=========== =========== ===========
Transfer of finance lease
residual to operating lease $ 846,858 $ -- $ --
=========== =========== ===========
Interest expense on non-recourse financing
accrued or paid directly to lenders by
lessees $ 1,687,354 $ 1,750,991 $ 2,165,742
Other interest 645,799 1,256,245 1,940,827
----------- ----------- -----------
Total interest expense $ 2,333,153 $ 3,007,236 $ 4,106,569
=========== =========== ===========
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
December 31, 2001
1. Organization
ICON Cash Flow Partners, L.P., Series E (the "Partnership") was formed on
November 7, 1991 as a Delaware limited partnership with an initial
capitalization of $2,000. It was formed to acquire various types of equipment,
to lease such equipment to third parties and, to a lesser degree, to enter into
secured financing transactions. The Partnership's offering period commenced on
June 5, 1992 and by its final closing on July 31, 1993, 610,411.51 units had
been admitted into the Partnership with aggregate gross proceeds of $61,041,151.
From 1994 through 2001, the Partnership redeemed 2,556 limited partnership units
leaving 607,855.51 limited partnership units outstanding at December 31, 2001.
The Partnership's reinvestment period ended July 31, 1998. The disposition
period began on August 1, 1998. During the disposition period the Partnership
has and will continue to distribute substantially all distributable cash from
operations and equipment sales to the partners and begin the orderly termination
of its operations and affairs. The Partnership has not and will not invest in
any additional finance or lease transactions during the disposition period.
During the disposition period, the Partnership expects to recover, at a minimum,
the carrying value of its assets.
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 on 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 1/2% of the gross proceeds received from the sale of the units.
Such offering costs aggregated $8,240,555 (including $3,362,551 paid to the
General Partner or its affiliates) and were charged directly to limited
partners' equity.
Profits, losses, cash distributions and disposition proceeds are 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 a 10% per
annum cumulative return, compounded daily, 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.
2. Significant Accounting Policies
Basis of Accounting and Presentation - The Partnership's records are
maintained on the accrual basis. The preparation of financial statements in
conformity with generally accepted accounting principles 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 include the allowance for
doubtful accounts and unguaranteed residual values. Management believes that the
estimates and assumptions utilized in preparing its financial statements are
reasonable and prudent. Actual results could differ from those estimates. In
addition, management is required to disclose contingent assets and contingent
liabilities.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Consolidation - The consolidated financial statements include the accounts
of the Partnership and its majority owned subsidiaries, ICON Cash Flow Partners
L.L.C. I ("ICON Cash Flow LLC I") and ICON Receivables 1997-B L.L.C. ("1997-B").
All inter-company accounts and transactions have been eliminated. The
Partnership accounts for its interests in less than 50% 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 thereafter.
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.
Leases - The Partnership accounts for owned equipment leased to third
parties as finance leases or operating leases, as appropriate. For finance
leases, the Partnership records, at the inception of the lease, the total
minimum lease payments receivable, the estimated unguaranteed residual values,
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 at cost and is
depreciated on the straight-line method over the lease terms to their estimated
fair market values at lease terminations. 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.
Investment in Financings - Investment in financings represent the gross
receivables due from the financing of equipment plus the initial direct costs
related thereto less the related unearned income. The unearned income is
recognized as finance income, and the initial direct costs are amortized, over
the terms of the receivables using the interest method.
Disclosures About Fair Value of Financial Instruments - Statement of
Financial Accounting Standards ("SFAS") No. 107, "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments. Separate disclosure of fair value information as of December 31,
2001 and 2000 with respect to the Company's assets and liabilities is not
provided because (i) SFAS No. 107 does not require disclosures about the fair
value of lease arrangements, (ii) the carrying value of financial assets, other
than lease related investments, and payables approximates market value and (iii)
fair value information concerning non-recourse debt obligations is not
practicable to estimate without incurring excessive costs to obtain all the
information that would be necessary to derive a market interest rate.
Allowance for Doubtful Accounts - The Partnership records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful accounts is based on the ongoing analysis of delinquency trends,
loss experience and an assessment of overall credit risk. 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.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Impairment of Estimated Residual Values - The Partnership's policy with
respect to impairment of estimated residual values is to review, on a periodic
basis, the carrying value of its residuals on an individual asset basis to
determine whether events or changes in circumstances indicate that the carrying
value of an asset may not be recoverable and, therefore, an impairment loss
should be recognized. The events or changes in circumstances which generally
indicate that the residual value of an asset has been 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.
The Partnership measures its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be
received by the Partnership from release or resale of the equipment. Generally,
third party appraisals, reviews of future cash flow and detailed market analyses
are used as the basis for measuring whether an impairment loss should be
recognized.
Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the partners rather than the Partnership.
Reclassifications - Certain items have been reclassified to conform to the
presentation in 2001.
New Accounting Pronouncement - Effective January 1, 2002, the Partnership
adopted SFAS No. 144, "Accounting for the Impairment or Disposal of long-lived
Assets" (SFAS No. 144). This statement requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measures by a comparison of the carrying amount of
an asset to the future net cash flows expected to be generated by the asset. If
the carrying amount of the asset exceeds its estimated future cash flows, an
impairment charge is recognized by the amount by which the carrying amount of
the asset exceeds the fair value of the asset. The adoption of SFAS No. 144 did
not have any effect on the Partnership's financial position or results of
operations as the provisions of SFAS No. 144 are similar to the partnership's
current policy for impairment review. SFAS No. 144 requires companies to
separately report discontinued operations and extends that reporting to a
component of an entity that either has been disposed of (by sale, abandonment or
in a distribution to the owners) or classified as held for sale. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
the costs to sell.
3. Investments in Joint Ventures
The Partnership and affiliates formed five joint ventures 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
interest in the equipment.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
The two joint ventures described below are majority owned and are
consolidated with the Partnership.
ICON Cash Flow Partners L.L.C. I
In September 1994 the Partnership and an affiliate, ICON Cash Flow Partners
L.P. Six ("L.P. Six"), formed a joint venture, ICON Cash Flow LLC I, for the
purpose of acquiring and managing an aircraft subject to an operating lease with
a U.S. based commercial airline. In 1997, the aircraft was remarketed to
Aeromexico under a lease that is scheduled to expire in October 2002. The
Partnership and L.P. Six acquired and made cash contributions to it 99% and 1%
interests, respectively in ICON Cash Flow LLC I. ICON Cash Flow LLC I acquired
the aircraft, assuming non-recourse debt and utilizing contributions received
from the Partnership and L.P. Six. Profits, losses, excess cash and disposition
proceeds are allocated 99% to the Partnership and 1% to L.P. Six. The
Partnership's consolidated financial statements include 100% of the assets and
liabilities and revenues and expenses of ICON Cash Flow LLC I. L.P. Six's
investment in ICON Cash Flow LLC I is reflected as minority interest in joint
venture on the Partnership's consolidated balance sheets and as minority
interest (income) expense on the consolidated statements of operations.
ICON Receivables 1997-B L.L.C.
In August 1997, the Partnership, L.P. Six and ICON Cash Flow Partners L.P.
Seven ("L.P. Seven") formed 1997-B. The Partnership, L.P. Six and L.P. Seven
have interests of 75.00%, 8.33% and 16.67%, respectively.
The Partnership's consolidated financial statements include 100% of the
assets and liabilities and revenues and expenses of 1997-B. L.P. Six and L.P.
Seven's investments in 1997-B has been reflected as minority interests in
consolidated joint ventures on the balance sheets and minority interest (income)
expense in consolidated joint ventures on the consolidated statements of
operations. 1997-B incurred a loss of $1,867,111 in 2001 and the other joint
venturers absorbed 25% of such loss, or $466,777, which amount is included in
minority interest income in 2001.
The three joint ventures described below are less than 50% owned and are
accounted for following the equity method.
ICON Cash Flow Partners L.L.C. II
In March 1995 the Partnership and an affiliate, L.P. Six, formed ICON Cash
Flow Partners L.L.C. II, ("ICON Cash Flow LLC II"), for the purpose of acquiring
and managing an aircraft subject to an operating lease with a U.S. based
commercial airline. In 1997, upon the scheduled termination of the lease, the
aircraft was remarketed to Aeromexico under a lease that is scheduled to expire
in November 2002. The Partnership and L.P. Six acquired interests of 1% and 99%
respectively in ICON Cash Flow LLC II. ICON Cash Flow LLC II acquired the
aircraft, assuming non-recourse debt and utilizing contributions received from
the Partnership and L.P. Six. Profits, losses, excess cash and disposition
proceeds are allocated 1% to the Partnership and 99% to L.P. Six. The
Partnership's investment in the joint venture is accounted for under the equity
method whereby the Partnership's investment is adjusted by its share of
earnings, losses and distribution.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Information as to the financial position and results of operations of ICON
Cash Flow LLC II is summarized below:
December 31, 2001 December 31, 2000
----------------- -----------------
Assets $ 17,090,554 $ 17,715,748
=============== ===============
Liabilities $ 9,926,812 $ 11,075,944
=============== ===============
Equity $ 7,163,742 $ 6,639,804
=============== ===============
Partnership's share of equity $ 71,638 $ 66,398
=============== ===============
Net income $ 523,938 $ 733,704
=============== ===============
Partnership's share of net income $ 5,240 $ 7,337
=============== ===============
ICON Cash Flow Partners L.L.C. III
In December 1996 the Partnership and an affiliate, L.P. Seven, formed ICON
Cash Flow Partners L.L.C. III ("ICON Cash Flow LLC III"), for the purpose of
acquiring and managing an aircraft currently on lease to Continental Airlines,
Inc subject to a leveraged lease that is scheduled to expire in March 2003. The
Partnership and L.P. Seven contributed 1% and 99% of the cash required for such
acquisition, respectively, to ICON Cash Flow LLC III. ICON Cash Flow LLC III
acquired the aircraft, assuming non-recourse debt and utilizing contributions
received from the Partnership and L.P. Seven. Profits, losses, excess cash and
disposition proceeds are allocated 1% to the Partnership and 99% to L.P. Seven.
The Partnership's investment in the joint venture is accounted for under the
equity method, whereby the Partnership's investment is adjusted by its share of
earnings, losses and distributions.
Information as to the financial position and results of operations of ICON
Cash Flow LLC III is summarized below:
December 31, 2001 December 31, 2000
Assets $ 4,853,818 $ 4,357,647
============== ===============
Liabilities $ - $ -
============== ===============
Equity $ 4,853,818 $ 4,357,647
============== ===============
Partnership's share of equity $ 48,538 $ 43,576
============== ===============
Net income $ 496,171 $ 511,900
============== ===============
Partnership's share of net income $ 4,962 $ 5,119
============== ===============
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
ICON Receivables 1997-A L.L.C.
In March 1997, the Partnership, ICON Cash Flow Partners, L.P., Series D
("Series D"), and L.P. Six, contributed and assigned equipment lease and finance
receivables and residuals to ICON Receivables 1997-A L.L.C. ("1997-A"). In
September 1997, the Partnership, Series E and L.P. Seven contributed and
assigned additional equipment lease and finance receivables and residuals to
1997-A. The Partnership, Series D, L.P. Six and L.P. Seven own 31.19%, 17.81%,
31.03% and 19.97% interests, respectively, in 1997- A.
The Partnership accounts for its investment in 1997-A under the equity
method of accounting.
Information as to the financial position and results of operations of
1997-A is summarized below:
December 31, 2001 December 31, 2000
Assets $ 1,856,582 $ 9,002,519
=============== ===============
Liabilities $ 1,707,445 $ 6,848,927
=============== ===============
Equity $ 149,137 $ 2,153,592
=============== ===============
Partnership's share of equity $ 46,516 $ 373,581
=============== ===============
Net loss $ (2,004,455) $ (661,929)
=============== ===============
Partnership's share of
net loss $ (327,065) $ (206,462)
=============== ===============
Distributions $ - $ 450,867
=============== ===============
Partnership's share of distributions $ - $ 140,630
=============== ===============
1997-A recorded a provision for bad debts of $1,825,000 for the year ended
December 31, 2001 and $850,000 for the year ended December 31, 2000.
4. Receivables Due in Installments
Non-cancelable minimum annual amounts receivable on finance leases and
financings are as follows:
Finance
Year Leases Financings Total
2002 $5,237,549 $3,519,855 $ 8,757,404
2003 1,430,680 1,580,054 3,010,734
2004 580,953 1,743,343 2,324,296
---------- ---------- -----------
$7,249,182 $6,843,252 $14,092,434
========== ========== ===========
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
5. Investment in Operating Leases
The investment in operating leases at December 31, 2001, 2000, and 1999
consisted of the following:
2001 2000 1999
---- ---- ----
Equipment cost, beginning of year $ 20,707,984 $ 20,707,984 $ 20,707,984
Transfer from finance lease residual 846,858 -- --
------------ ------------ ------------
Equipment cost, end of year 21,554,842 20,707,984 20,707,984
------------ ------------ ------------
Accumulated depreciation,
beginning of year (4,584,394) (3,997,183) (3,409,972)
Depreciation expense (1,124,383) (587,211) (587,211)
------------ ------------ ------------
Accumulated depreciation, end of year (5,708,777) (4,584,394) (3,997,183)
------------ ------------ ------------
Investment in operating leases, end of year $ 15,846,065 $ 16,123,590 $ 16,710,801
============ ============ ============
In the second quarter of 2001, the original lease term of power generator
equipment accounted for as a direct finance lease expired. The residual value at
the expiration of the original finance lease term was $846,858. This lease was
renewed for a twelve month period and the equipment lease is now accounted for
as an operating lease.
The Partnership has $2,170,000 of rentals due under non-cancelable
operating leases, all of which is due in 2002.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
6. Allowance for Doubtful Accounts
The Allowance for Doubtful Accounts related to the investments in finance
leases, financings and operating lease consisted of the following:
Finance
Leases Financings Total
Balance at December 31, 1998 $ 985,300 $ 425,601 $ 1,410,901
Provision for doubtful accounts 476,143 523,857 1,000,000
Accounts written-off (277,732) (241,094) (518,826)
Recovery on accounts previously
written-off 54,198 26,867 81,065
----------- ----------- -----------
Balance at December 31, 1999 1,237,909 735,231 1,973,140
Provision for doubtful accounts -- 500,000 500,000
Recovery on accounts previously
written-off 49,303 -- 49,303
----------- ----------- -----------
Balance at December 31, 2000 1,287,212 1,235,231 2,522,443
Provision for doubtful accounts 775,248 1,387,056 2,162,304
Accounts written-off (174,142) (1,407,730) (1,581,872)
----------- ----------- -----------
Balance at December 31, 2001 $ 1,888,318 $ 1,214,557 $ 3,102,875
=========== =========== ===========
7. Notes Payable
The non-recourse notes payable are composed of:
(i) Notes payable totaling $6,982,448 bearing interest at a fixed rate of 6.19%
and are payable from receivables related to the portfolio that secures the
debt, and
(ii) $14,880,168 of other non-recourse notes bearing interest at rates ranging
from 7.48% to 11.83%, $10,108,568 of which is secured by the aircraft on an
operating lease with a net book value of approximately $15,293,000 at
December 31, 2001.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
The notes mature as follows:
Year Amount
2002 $ 6,161,448
2003 15,669,025
2004 32,143
-----------
$21,862,616
8. Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the years ended December 31, 2001, 2000 and 1999
are as follows:
Charged to
Operations
Management fees $ 928,946
Administrative expense reimbursements 539,853
----------
Year ended December 31, 1999 $1,468,799
==========
Management fees $ 748,178
Administration expense reimbursements 458,930
----------
Year ended December 31, 2000 $1,207,108
==========
Management fees $ 537,237
Administrative expenses and reimbursements 339,737
----------
Year ended December 31, 2001 $ 876,974
==========
In accordance with the Management Agreement, the Partnership pays the
General Partner management fees based on a percentage of rentals received
(ranging from 1% to 7%). In addition, the General Partner is reimbursed for
expenses incurred by it in connection with the Partnership's operations. (See
Note 1 for information relating to organization and offering expenses and
underwriting commissions).
The Partnership has investments in five joint ventures with other
partnerships sponsored by the General Partner. See Note 3 for additional
information relating to the joint ventures.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
9. Tax Information (Unaudited)
The following reconciles net income for financial statement reporting
purposes to income for federal income tax purposes for the years ended December
31,:
2001 2000 1999
---- ---- ----
Net income (loss) per financial statement
reporting purposes $(1,395,324) $ 396,430 $ 2,242,510
Differences due to:
Direct finance leases 1,818,815 2,938,653 4,842,466
Depreciation (2,839,850) (4,142,464) (5,719,775)
Provision for losses 580,432 478,812 (40,171)
Loss on sale of equipment (543,376) (1,171,655) (392,115)
Other (162,269) 1,375,963 (135,838)
----------- ----------- -----------
Partnership income (loss) for
federal income tax purposes $(2,541,572) $ (124,261) $ 797,077
=========== =========== ===========
As of December 31, 2001, the partners' capital accounts included in the
financial statements totaled $8,614,284 compared to the partners' capital
accounts for federal income tax purposes of $10,459,889 (unaudited). The
difference arises primarily from temporary differences which are principally
accelerated depreciation for tax purposes and the difference between financial
statement and tax treatment of provisions for losses and finance leases
partially offset by commissions and sales expense reported as a reduction in the
partners' capital for financial statement reporting purposes but not for federal
income tax purposes.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
10. Quarterly Financial Data (Unaudited)
The following table is a summary of financial data by quarter for the
years ended December 31, 2001 and 2000:
For the Quarters Ended
----------------------------------------------------------------
March 31 June 30, September 30, December 31,
-------- ------- ------------ -----------
2001
Revenues $ 1,455,453 $ 1,168,206 $ 1,373,991 $ 1,390,282
=============== ============== ============== ===========
Net income (loss) allocable to
Limited partners $ 157,160 $ (161,898) $ (463,405) $ (913,228)
=============== ============== ============== ===========
Net income (loss) per weighted
Average limited partnership unit $ 0.26 $ (0.27) $ (0.76) $ (1.50)
=============== ============== ============== ===========
2000
Revenues $ 1,828,783 $ 1,729,583 $ 1,528,500 $ 1,445,813
=============== ============== ============== ===========
Net income (loss) allocable to
limited partners $ 360,198 $ 209,713 $ 32,547 $ (209,992)
=============== ============== ============== ===========
Net income (loss) per weighted
average limited partnership unit $ 0.59 $ 0.35 $ 0.05 $ (0.34)
=============== ============== ============== ===========
The Partnership recorded provisions for bad debts in 2001 of $125,000 in
the first quarter, $150,000 in the second quarter, $780,114 in the third quarter
and $1,107,190 in the fourth quarter.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
December 31, 2001
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
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 Registrant'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 is performing or causing to be performed 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.
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 55, 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 formerly 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 41, 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.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
December 31, 2001
Thomas W. Martin, age 48, 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 17 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, 2001, 2000 and 1999.
Entity Capacity Type of Compensation 2001 2000 1999
------ -------- -------------------- ---- ---- ----
ICON Capital Corp. General Partner Management fees $ 537,237 $ 748,178 $ 928,946
ICON Capital Corp. General Partner Administrative expense
Reimbursements 339,737 458,930 539,853
--------- ---------- ----------
$ 876,974 $1,207,108 $1,468,799
========= ========== ==========
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The registrant 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 April 10, 2002, 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 Percent
of Class Amount Beneficially 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.
Profits, losses, cash distributions and disposition proceeds are allocated
99% to the limited partners and 1% to the General Partner until each investor
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 a 10% per annum
cumulative return, compounded daily, on the 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 Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
December 31, 2001
Item 13. Certain Relationships and Related Transactions
See Item 11 for a discussion of the Partnership's reimbursable management
fees and administrative expenses.
See Note 3 for a discussion of the Partnership's related party investments
in joint ventures.
PART IV
Item 14. 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 Financial Statements or Notes
thereto.
3. Exhibits - The following exhibits are incorporated herein by reference:
(i) Form of Dealer-Manager Agreement (Incorporated by reference to
Exhibit 1.1 to Amendment No. 2 to Form S-1 Registration Statement
No. 33-44413 filed with the Securities and Exchange Commission on
June 4, 1992)
(ii) Form of Selling Dealer Agreement (Incorporated by reference to
Exhibit 1.2 to Amendment No. 2 to Form S-1 Registration Statement
No. 33-44413 filed with the Securities and Exchange Commission on
June 4, 1992)
(iii)Amended and Restated Agreement of Limited Partnership
(Incorporated herein by reference to Exhibit A to Amendment No. 2
to Form S-1 Registration Statement No. 33-44413 filed with the
Securities and Exchange Commission on June 4, 1992)
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Partnership during the quarter
ended December 31, 2001.
(c) Exhibits
(d) Unconsolidated Joint Venture Financial Statements
* ICON Receivables 1997-A LLC - as of and for the years ended
December 31, 2001 and 2000
ICON Receivables 1997-A L.L.C.
Financial Statements
December 31, 2001 and 2000
(With Independent Auditors' Report Thereon)
INDEPENDENT AUDITORS' REPORT
The Members ICON Receivables 1997-A L.L.C.
We have audited the accompanying balance sheets of ICON Receivables 1997-A
L.L.C. (the "Company") as of December 31, 2001 and 2000, and the related
statements of operations, changes in members' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits 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 audits provide a
reasonable basis for our opinion.
As discussed in Note 1, the Company is winding down its portfolio and will
distribute available cash to its members when all assets are liquidated and all
obligations are paid.
In our opinion, the consolidated financial statements referred to the above
present fairly, in all material respects, the financial position of ICON
Receivables 1997-A L.L.C. as of December 31 2001 and 2000, and the results of
its operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
/s/KPMG LLP
-------------------------------------
KPMG LLP
April 15, 2002
New York, New York
ICON Receivables 1997-A L.L.C.
Balance Sheets
December 31,
Assets 2001 2000
------ ---- ----
Cash $ 673,740 $ 619,719
------------ ------------
Investment in finance leases
Minimum rents receivable 2,984,147 4,594,866
Estimated unguaranteed residual values 269,211 565,788
Unearned income (134,914) (354,592)
Allowance for doubtful accounts (2,174,224) (786,560)
------------ ------------
944,220 4,019,502
------------ ------------
Investment in financings
Minimum rents receivable - 4,570,567
Unearned income - (245,371)
Allowance for doubtful accounts - (802,699)
------------ ------------
- 3,522,497
------------ ------------
Other assets 238,622 840,801
------------ ------------
Total assets $ 1,856,582 $ 9,002,519
============ ============
Liabilities and Members' Equity
Notes payable non-recourse $ 1,157,730 $ 5,016,098
Security deposits, deferred credits
and other payables 549,715 1,832,829
------------ -------------
Total liabilities 1,707,445 6,848,927
------------ -------------
Members' equity 149,137 2,153,592
------------ -------------
Total liabilities and members' equity $ 1,856,582 $ 9,002,519
============ =============
See accompanying notes to financial statement.
ICON Receivables 1997-A L.L.C.
Statements of Operations
For the Years Ended December 31,
2001 2000
---- ----
Revenue
Finance income $ 465,049 $ 960,903
Interest income and other 56,001 135,580
Gain on remarketing of equipment 26,997 161,410
------------ ------------
Total revenues 548,047 1,257,893
------------ ------------
Expenses
General and administrative and
other expenses 531,747 450,902
Interest expense 195,755 618,920
Provision for doubtful accounts 1,825,000 850,000
------------ ------------
Total expenses 2,552,502 1,919,822
------------ ------------
Net loss $ (2,004,455) $ (661,929)
============ ============
See accompanying notes to financial statement.
ICON Receivables 1997-A L.L.C.
Statements of Changes in Members' Equity
For the Years Ended December 31, 2001 and 2000
Total
Balance at December 31, 1999 $ 3,266,388
--------------
Net loss (661,929)
Distributions to members (450,867)
--------------
Balance at December 31, 2000 2,153,592
Net loss (2,004,455)
--------------
Balance at December 31, 2001 $ 149,137
==============
See accompanying notes to financial statement.
ICON Receivables 1997-A L.L.C.
Statements of Cash Flows
For the Years Ended December 31,
2001 2000
---- ----
Cash flows from operating activities:
Net loss $(2,004,455) $ (661,929)
----------- -----------
Adjustments to reconcile net income to
net cash provided by operating activities:
Gain from the sale of finance leases (26,997) (161,410)
Provision for doubtful accounts 1,825,000 850,000
Changes in operating assets and liabilities:
Collection of principal 4,476,202 5,518,901
Other assets 602,179 349,534
Security deposits, deferred credits and
other payables (1,283,114) 340,695
----------- -----------
Total adjustments 5,593,270 6,897,720
----------- -----------
Net cash provided by operating activities 3,588,815 6,235,791
----------- -----------
Cash flows from investing activities:
Proceeds from the sales of equipment 323,574 1,379,988
----------- -----------
Net cash provided by investing activities 323,574 1,379,988
----------- -----------
Cash flows from financing activities:
Principal payments on notes payable non-recourse (3,858,368) (8,193,119)
Distributions to members -- (450,867)
----------- -----------
Net cash used in investing activities (3,858,368) (8,643,986)
----------- -----------
Net increase (decrease) in cash 54,021 (1,028,207)
Cash at the beginning of the year 619,719 1,647,926
----------- -----------
Cash at the end of the year $ 673,740 $ 619,719
=========== ===========
Supplemental information-interest paid $ 194,555 $ 640,625
=========== ===========
See accompanying notes to financial statement.
ICON RECEIVABLES 1997-A L.L.C.
Notes to Financial Statement
December 31, 2001
1. Organization
ICON Receivables 1997-A L.L.C. (the "Company"), was formed in March 1997
and commenced business operations in 1997. In 1997, ICON Cash Flow Partners
L.P., Series D ("Series D"), ICON Cash Flow Partners, L.P., Series E ("Series
E"), ICON Cash Flow Partners L.P. Six ("L.P. Six") and ICON Cash Flow Partners
L.P. Seven ("L.P. Seven") contributed and assigned equipment leases and finance
receivables and residuals to the Company. The financial statements reflect the
Company's management of such contributed assets. Since its formation, the
Company has not entered into any new transactions other than owning and managing
the assets contributed for the benefit of the members. The Company is managed by
the General Partner of the Company's members. The Company is winding down its
portfolio and will distribute available cash to its members when all assets are
liquidated and all obligations are paid.
2. Significant Accounting Policies
Basis of Accounting and Presentation - The Company's records are maintained
on the accrual basis. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the dates of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.
Leases - The Company's leases are accounted for as finance leases. As such,
the Company recorded, at the inception of the lease, the total minimum lease
payments receivable, the estimated unguaranteed residual values 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.
Investment in Financings - Investment in financings represented the gross
receivables due from the financing of equipment less the related unearned
income. The unearned income was recognized as finance income over the terms of
the receivables using the interest method.
Allowance for Doubtful Accounts - The Company records a provision for
doubtful accounts to provide for estimated credit losses in the 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
Company's write-off policy is based on an analysis of the aging of the Company'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.
Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the members rather than the Company.
ICON RECEIVABLES 1997-A L.L.C.
Notes to Financial Statement
December 31, 2001
Impairment of Estimated Residual Values - The Company's policy with respect
to impairment of estimated residual values is to review, on a periodic basis,
the carrying value of its residuals on an individual assets basis to determine
whether events or changes in circumstances indicate that the carrying value of
an asset may not be recoverable and, therefore, an impairment loss should be
recognized. The events or changes in circumstances which generally indicate that
the residual value of an asset has been impaired are that the estimated fair
value of the underlying equipment is less than the Company's carrying value.
The Company measures its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be
received by the Company from release or resale of the equipment.
Effective January 1, 2002, the Company adopted SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144). This
statement requires that long-lived assets be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to the future net cash flows
expected to be generated by the asset. If the carrying amount of the asset
exceeds its estimated future cash flows, an impairment charge is recognized by
the amount by which the carrying amount of the asset exceeds the fair value of
the asset. SFAS No. 144 requires companies to separately report discontinued
operations and extends that reporting to a component of an entity that either
has been disposed of (by sale, abandonment or in a distribution to the owners)
or classified as held for sale. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less the costs to sell. The adoption
of SFAS No. 144 did not have any effect on the Company's financial position or
results of operations as the provisions of SFAS No. 144 are similar to the
Company's current policy for impairment review.
3. Finance Lease Receivables
Non-cancelable minimum annual amounts due on finance leases at December 31,
2001 are as follows:
Year Amount
2002 $ 2,926,097
2003 40,036
2004 18,014
-------------
$ 2,984,147
The Company's allowance for doubtful accounts relates to a significant
amount of past due receivables which are reflected in the above table as due in
2002.
ICON RECEIVABLES 1997-A L.L.C.
Notes to Financial Statement
December 31, 2001
4. Allowance for Doubtful Accounts
The allowance for doubtful accounts related to the investments in finance
leases and financings consisted of the following: Finance Leases Financings
Total
Balance at December 31, 1999 $ 101,122 $ 66,788 $ 167,910
Recoveries on accounts
previously written-off 274,938 296,411 571,349
Provision for doubtful accounts 410,500 439,500 850,000
----------- ----------- -----------
Balance at December 31, 2000 786,560 802,699 1,589,259
Accounts written-off (437,336) (802,699) (1,240,035)
Provision for doubtful accounts 1,825,000 -- 1,825,000
----------- ----------- -----------
Balance at December 31, 2001 $ 2,174,224 $ -- $ 2,174,224
=========== =========== ===========
5. Notes Payable
The notes payable are non-recourse, bear interest at rates ranging from
6.435% to 6.95% and are secured by and payable from the collections of finance
lease receivables and proceeds from the sales of residuals.
6. Other Assets
Other assets include amounts due from affiliates of $206,421 and $263,700
at December 31, 2001 and 2000, respectively which represent amounts collected by
an affiliate on the Company's behalf.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
December 31, 2001
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 CASH FLOW PARTNERS, L.P., Series E
File No. 33-44413 (Registrant)
By its General Partner, ICON Capital Corp.
Date: April 15, 2002 /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: April 15, 2002 /s/ Beaufort J.B. Clarke
-----------------------------------------------
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
Date: April 15, 2002 /s/ Paul B. Weiss
-----------------------------------------------
Paul B. Weiss
President and Director
Date: April 15, 2002 /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.