Back to GetFilings.com




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q



[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the period ended June 30, 2002
-----------------------------------------------------------

[ ] ransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from to
------------------------ ---------------------

Commission File Number 0-27912
---------------------------------------------------------

ICON Cash Flow Partners, L.P., Series E
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)


Delaware 13-3635208
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)


100 Fifth Avenue, New York, New York 10011
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)


(212) 418 -4700
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

[ x ] Yes [ ] No





PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

Consolidated Balance Sheets

(unaudited)

June 30, December 31,
2002 2001
---- ----

Assets

Cash and cash equivalents $ 486,056 $ 1,363,922
------------ ------------

Investment in finance leases
Minimum rents receivable 3,538,247 7,249,182
Estimated unguaranteed residual values 4,482,907 5,073,140
Unearned income (312,530) (746,315)
Allowance for doubtful accounts (2,328,318) (1,888,318)
------------ ------------

5,380,306 9,687,689

Investment in operating leases
Equipment, at cost 21,540,681 21,554,842
Accumulated depreciation (6,710,062) (5,708,777)
------------ ------------

14,830,619 15,846,065

Investment in financings
Receivables due in installments 4,426,074 6,843,252
Unearned income (165,982) (413,030)
Allowance for doubtful accounts (1,411,892) (1,214,557)
------------ ------------

2,848,200 5,215,665

Investments in unconsolidated joint ventures 151,729 166,692
------------ ------------

Other assets 212,604 503,591
------------ ------------

Total assets $ 23,909,514 $ 32,783,624
============ ============




(continued on next page)





ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

Consolidated Balance Sheets (Continued)

(unaudited)

June 30, December 31,
2002 2001
---- ----

Liabilities and Partners' Equity

Notes payable - non-recourse $ 13,732,950 $ 21,862,616
Security deposits, deferred credits and
other payables 3,324,551 2,132,052
Minority interests in consolidated
joint ventures 62,831 174,672
------------- ------------

17,120,332 24,169,340
============= ============

Commitments and Contingencies

Partners' equity (deficiency)
General Partner (451,863) (433,582)
Limited partners (607,856 units
outstanding, $100 per unit original
issue price in 2002 and 2001, respectively) 7,241,045 9,047,866
------------- ------------

Total partners' equity 6,789,182 8,614,284
------------- ------------

Total liabilities and partners' equity $ 23,909,514 $ 32,783,624
============= ============











See accompanying notes to consolidated financial statements.





ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

Consolidated Statements of Operations

(unaudited)


For the Three Months For the Six Months
Ended June 30, Ended June 30,
2002 2001 2002 2001
---- ---- ---- ----
Revenues

Rental income $ 701,907 $ 639,001 $ 1,396,825 $ 1,254,001
Finance income 228,309 726,227 570,601 1,518,504
Gain (loss) on sales of equipment 4,801 27,039 (75,283) 55,629
Loss from investments in
unconsolidated joint ventures (8,659) (254,645) (14,963) (267,387)
Interest income and other 302 30,584 12,293 62,912
------------- ------------- ------------- -------------

Total revenues 926,660 1,168,206 1,889,473 2,623,659
------------- ------------- ------------- -------------

Expenses
Depreciation 483,969 188,803 1,009,939 335,606
Interest 266,621 608,442 706,260 1,269,202
General and administrative 205,613 194,693 375,375 368,732
Management fees - General partner 96,498 148,788 206,682 285,372
Administrative expense reimbursements -
General Partner 49,188 86,365 112,905 169,588
Minority interest (income)
in consolidated joint ventures (120,371) (45,352) (111,840) (75,055)
Provision for bad debts 440,000 150,000 440,000 275,000
------------- ------------- ------------- -------------

Total expenses 1,421,518 1,331,739 2,739,321 2,628,445
------------- ------------- ------------- -------------

Net loss $ (494,858) $ (163,533) $ (849,848) $ (4,786)
============= ============= ============= ==============

Net loss allocable to:
Limited partners $ (489,909) $ (161,898) $ (841,350) $ (4,738)
General Partner (4,949) (1,635) (8,498) (48)
------------- -------------- ------------- -------------

$ (494,858) $ (163,533) $ (849,848) $ (4,786)
============= ============= ============= =============
Weighted average number of limited
partnership units outstanding 607,856 607,856 607,856 607,856
============= ============= ============= =============

Net loss per weighted average
limited partnership unit $ (.81) $ (.27) $ (1.38) $ (.01)
============= ============ ============= ==============




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 Six Months Ended June 30, 2002 and the
Year Ended December 31, 2001

(unaudited)



Limited Partner Distributions

Return of Investment Limited General
Capital Income Partners Partner Total
(Per weighted average unit)

Balance at
December 31, 2000 $ 11,785,620 $ (406,065) $ 11,379,555

Cash distributions
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

Cash distributions
to partners $ 1.59 $ - (965,471) (9,783) (975,254)

Net loss (841,350) (8,498) (849,848)
--------------- ------------- ----------------

Balance at
June 30, 2002 $ 7,241,045 $ (451,863) $ 6,789,182
=============== ============= ================











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 Six Months Ended June 30,

(unaudited)

2002 2001
---- ----
Cash flows provided by operating activities:
Net loss $ (849,848) $ (4,786)
Adjustments to -- --
reconcile net loss to net
cash provided by operating activities:
Depreciation 1,009,939 335,606
Rental income - paid directly to
lenders by lessees (1,230,000) (1,230,000)
Provision for bad debts 440,000 275,000
Finance income portion of receivables
paid directly to lenders by lessees (101,728) (261,425)
Loss (gain) on sales of equipment 75,283 (55,629)
Minority interest (income) (111,840) (75,055)
Interest expense on non-recourse financing
paid directly by lessees 550,850 888,489
Loss from investments in unconsolidated
joint ventures 14,963 267,387
Changes in operating assets and liabilities:
Non-financed receivables 3,479,201 3,721,434
Other assets 194,834 362,239
Security deposits, deferred credits and
other payables (7,501) (227,114)
Other 17,552 156,232
----------- -----------

Total adjustments 4,331,553 4,157,164
----------- -----------

Net cash provided by operating activities 3,481,705 4,152,378
----------- -----------

Cash flows from investing activities:
Proceeds from sales of equipment 227,955 349,587
----------- -----------

Net cash provided by investing activities 227,955 349,587
----------- -----------





(continued on next page)





ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

Consolidated Statements of Cash Flows (Continued)

For the Six Months Ended June 30,

(unaudited)

2002 2001
---- ----

Cash flows from financing activities:
Principal payments on non-recourse debt (3,612,272) (4,028,762)
Cash distributions to partners (975,254) (836,069)
----------- -----------

Net cash used in financing activities (4,587,526) (4,864,831)
----------- -----------

Net decrease increase in cash and cash equity (877,866) (362,866)

Cash and cash equivalents at beginning of period 1,363,922 1,030,751
----------- -----------

Cash and cash equivalents at end of period $ 486,056 $ 667,885
=========== ===========












See accompanying notes to consolidated financial statements.





ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

Consolidated Statements of Cash Flows (Continued)


Supplemental Disclosures of Cash Flow Information

During the six months ended June 30, 2002 and 2001, non-cash activities
included the following:

2002 2001
---- ----
Principal and interest on direct finance
receivables paid directly to lenders by
lessees $ 1,113,313 $ 1,429,737
Rental income on operating lease
paid directly to lender by lessee 1,230,000 1,230,000
Principal and interest on non-recourse
debt paid directly by lessees (2,343,313) (2,659,737)
------------- -------------

$ - $ -
============= =============

Interest expense of $706,260 and $1,269,202 for the six months ended June
30, 2002 and 2001, respectively, consisted of interest expense on non-recourse
financing accrued or paid directly to lenders by lessees of $550,850 and
$888,489, respectively, and interest expense on other non-recourse debt of
$155,410 and $380,713, respectively.










ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

Notes to Unaudited Consolidated Financial Statements

June 30, 2002

1. Basis of Presentation

The consolidated financial statements of ICON Cash Flow Partners, L.P.,
Series E (the "Partnership") have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC") and, in the
opinion of management, include all adjustments (consisting only of normal
recurring accruals) necessary for a fair statement of results for each period
shown. Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such SEC rules and regulations. Management
believes that the disclosures made are adequate to make the information
presented not misleading. The results for the interim period are not necessarily
indicative of the results for the full year. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes included in the Partnership's 2001 Annual Report on Form
10-K.

2. Disposition Period

The Partnership's reinvestment period ended on July 31, 1998. The
disposition period commenced 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
continue the orderly termination of its operations and affairs. The Partnership
will not invest in any additional finance or lease transactions during the
disposition period.

3. Related Party Transactions

Fees paid or accrued by the Partnership to the General Partner or its
affiliates for the six months ended June 30, 2002 and 2001 are as follows:

2002 2001
---- ----

Management fees $ 206,682 $ 285,372 Charged to operations
Administrative expense
reimbursements 112,905 169,588 Charged to operations
------------ -----------

Total $ 319,587 $ 454,960
============ ===========


The Partnership has investments in five ventures with other partnerships
sponsored by the General Partner. (See Note 4 for additional information
relating to the ventures.)





ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

Notes to Unaudited Consolidated Financial Statements - Continued

4. Consolidated Ventures and Investments in Unconsolidated Joint Ventures

The Partnership and affiliates formed five ventures for the purpose of
acquiring and managing various assets.

Consolidated Ventures

The two 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 interests of 99% and 1% 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.

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.

Investments in Unconsolidated Joint Ventures

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



ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

Notes to Unaudited Consolidated Financial Statements - Continued

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 distributions.

Information as to the unaudited financial position of ICON Cash Flow LLC II
at June 30, 2002 and December 31, 2001 and the results of its operations for the
six months ended June 30, 2002 and 2001 are summarized below:

June 30, 2002 December 31, 2001
------------- -----------------

Assets $ 16,375,546 $ 17,090,554
============= =============

Liabilities $ 9,271,782 $ 9,926,812
============= =============

Equity $ 7,103,764 $ 7,163,742
============= =============

Partnership's share of equity $ 71,038 $ 71,638
============= =============

Six Months Ended Six Months Ended
June 30, 2002 June 30, 2001
------------- -------------

Net (loss) income $ (59,978) $ 269,111
============= ==============

Partnership's share of net
(loss) income $ (600) $ 2,691
============= ==============







ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

Notes to Unaudited Consolidated Financial Statements - Continued

ICON Cash Flow 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 unaudited financial position of ICON Cash Flow LLC
III as of June 30, 2002 and December 31, 2001 and the results of operations
during the six months ended June 30, 2002 and 2001, respectively, are summarized
below:

June 30, 2002 December 31, 2001

Assets $ 5,096,518 $ 4,853,818
============= =============

Liabilities $ - $ -
============= =============

Equity $ 5,096,518 $ 4,853,818
============= =============

Partnership's share of equity $ 50,965 $ 48,538
============= =============

Six Months Ended Six Months Ended
June 30, 2002 June 30, 2001
------------- -------------

Net income $ 242,700 $ 249,299
============= =============

Partnership's share of net income $ 2,427 $ 2,493
============= =============





ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

Notes to Unaudited Consolidated Financial Statements - Continued

ICON Receivables 1997-A L.L.C.

In March 1997, the Partnership, and affiliates, ICON Cash Flow Partners
L.P. Six ("L.P. Six") and ICON Cash Flow Partners L.P. Series D ("Series D")
contributed and assigned equipment lease and finance receivables and residuals
to ICON Receivables 1997-A L.L.C. ("1997-A"). In September 1997, L.P. Seven,
L.P. Six and the Partnership contributed and assigned additional equipment lease
and finance receivables and residuals to 1997-A. As of June 30, 2002, the
Partnership, L.P. Six, L.P. Seven and Series D own 31.19%, 31.03%, 19.97% and
17.81% interests, respectively, in 1997-A. The Partnership accounts for its
interest in 1997-A under the equity method of accounting.

Information as to the unaudited financial position of 1997-A at June 30,
2002 and December 31, 2001 and its results of operations for the six months
ended June 30, 2002 and 2001 are summarized below:

June 30, 2002 December 31, 2001

Assets $ 633,941 $ 1,856,582
============= ===============

Liabilities $ 538,636 $ 1,707,445
============= ===============

Equity $ 95,305 $ 149,137
============= ===============

Partnership's share of equity $ 29,726 $ 46,516
============= ===============

Six Months Ended Six Months Ended
June 30, 2002 June 30, 2001
------------- -------------

Net loss $ (53,832) $ (1,868,675)
============= =============

Partnership's share of net loss $ (16,790) $ (272,571)
============= =============

1997-A recorded a provision for bad debts of $1,825,000 during the six
month period ended June 30, 2001.






ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

June 30, 2002

Item 2. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

Three Months Ended June 30, 2002 and 2001

Revenues for the three months ended June 30, 2002 ("2002 Quarter") were
$926,660 representing a decrease of $241,546 from 2001 as compared to the three
months ended June 30, 2001 ("2001 Quarter"). The decrease in revenues resulted
primarily from a decrease in finance income of $497,918. This decrease was
partially offset by increases in rental income of $62,906 and a decrease in the
losses from equity investment in joint ventures of $245,986. The decrease in
finance income was primarily due to a decrease in the average size of the
finance lease portfolio from 2001 to 2002 as well as the maturity of a finance
lease subsequent to June 2001 that was renewed and reclassified as an operating
lease. The increase in rental income was primarily due to a finance lease which
was renewed in 2001 and which is now classified as an operating lease. The
decrease in loss from equity investment in joint ventures resulted primarily
from a provision for bad debts of $1,825,000 recorded by one of the ventures in
the 2001 Quarter. The Partnership's share of the venture's loss was $257,242 for
the 2001 Quarter.

Expenses for the 2002 Quarter were $1,421,518 representing an increase of
$89,779 from the 2001 Quarter. This increase was primarily due to an increase in
depreciation expense of $295,166, and an increase in the provision for bad debts
of $290,000. These increases were partially offset by a decrease in interest
expense of $341,821, and an increase in minority interest income of $75,019. The
increase in depreciation was due to the change in estimate (reduction) of a
residual value of an aircraft in the fourth quarter of 2001 as well as the
depreciation on equipment that was reclassified from a finance lease to an
operating lease. The decrease in interest expense resulted from a decrease in
average debt outstanding from 2001 to 2002 as the result of the continued
repayment of non-recourse debt, resulting from the application of the related
rents. The increase in the provision for bad debts was the result of
determinations made of the level of reserves required during the 2002 Quarter.
These determinations were the result of the Partnership's ongoing analysis of
delinquency trends, loss experience and an assessment of overall credit risk.

Net loss for the 2002 Quarter and the 2001 Quarter was $495,858 and
$163,533, respectively. The net loss per weighted average limited partnership
unit outstanding was $.81 and $.27 for the 2002 Quarter and 2001 Quarter,
respectively.






ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

June 30, 2002

Results of Operations

Six Months Ended June 30, 2002 and 2001

Revenues for the six months ended June 30, 2002 Period were $1,889,473
representing a decrease of $734,186 from the six months ended June 30, 2001
Period. The decrease in revenues resulted primarily from decreases in finance
income of $947,903 and a net loss in sales of equipment of $75,283 for the 2002
Period as compared with a net gain on sales of equipment of $55,629 for the 2001
Period. These decreases were partially offset by a $142,824 increase in rental
income and a decrease in the losses from equity investment in joint ventures of
$252,424. The decrease in finance income was primarily due to a decrease in the
average size of the finance lease portfolio from 2001 to 2002 as well as the
maturity of a finance lease subsequent to June 2001 that was renewed and
reclassified as an operating lease. 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 increase in rental
income was primarily due to a finance lease which was renewed in 2001 and which
is now classified as an operating lease. The decrease in loss from equity
investment in joint ventures resulted primarily from a provision for bad debts
of $1,825,000 recorded by one of the ventures in the 2001 Period. The
Partnership's share of the venture's loss was $272,571 for the 2001 Period.

Expenses for the 2002 Period were $2,739,321, representing an increase of
$110,876 from the 2001 Period. This increase was primarily due to an increase in
depreciation expense of $674,333 and an increase in the provision for bad debts
of $165,000. These increases were partially offset by a decrease in interest
expense of $562,942 and an increase in minority interest income of $36,785. The
increase in depreciation was due to the change in estimate (reduction) of a
residual value of an aircraft in the fourth quarter of 2001 as well as the
depreciation on equipment that was reclassified from a finance lease to an
operating lease. The decrease in interest expense resulted from a decrease in
average debt outstanding from 2001 to 2002 as a result of the continued
repayment of non-recourse debt, resulting from the application of the related
rents. The increase in the provision for bad debts was the result of
determinations made of the level of reserves required during the 2002 Period.
These determinations were the result of the Partnership's ongoing analysis of
delinquency trends, loss experience and an assessment of overall credit risk.

Net loss for the 2002 Period and the 2001 Period was $849,848 and $4,786,
respectively. The net loss per weighted average limited partnership unit
outstanding was $1.38 and $.01 for the 2002 Period and the 2001 Period,
respectively.

Liquidity and Capital Resources

The Partnership's primary sources of funds for the 2002 Period were net
cash generated by operating activities of $3,481,705 and proceeds from sales of
equipment of $227,955. These funds were used to fund cash distributions and debt
repayments.







ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

June 30, 2002

Monthly cash distributions to limited partners for the 2002 Period and the
2001 Period totaled $965,471 and $1,356,383, respectively.

The Partnership's reinvestment period ended on July 31, 1998. The
disposition period began August 1, 1998, at which time the Partnership began the
orderly termination of its operations and affairs. During the disposition period
the Partnership has, and will continue to distribute substantially all
distributable cash from operations and equipment sales to the partners. The
Partnership has not, and will not invest in any additional finance or lease
transactions during the disposition period. As a result of the Partnership's
entering into 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.

As of June 30, 2002, except as noted above, there were no known trends or
demands, commitments, events or uncertainties which are likely to have a
material effect on liquidity. As cash is realized from operations and sales of
equipment, the Partnership will distribute substantially all available cash,
after retaining sufficient cash to meet its reserve requirements and recurring
obligations.

Item 3. Qualitative and Quantitative Disclosures About Market Risk

The Partnership is exposed to certain market risks, including changes in
interest rates and the demand for equipment (and the related residuals) owned by
the Partnership and its 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)


PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

No reports on Form 8-K were filed by the Partnership during the quarter ended
June 30, 2002.

Exhibits

99.1 Certification of Chairman and Chief Executive Officer pursuant to 18
U.S.C.ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.

99.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer pursuant to 18 U.S.C.ss.1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.








ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


ICON Cash Flow Partners, L.P., Series E
File No. 33-44413 (Registrant)
By its General Partner,
ICON Capital Corp.




August 14, 2002 /s/ Thomas W. Martin
- ---------------------- --------------------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal financial and accounting officer of
the General Partner of the Registrant)





ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

June 30, 2002

EXHIBIT 99-1

I, Beaufort J.B. Clarke, Chairman and Chief Executive Officer of ICON
Capital Corp, the sole General Partner of ICON Cash Flow Partners L.P. Series E,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q for the period ended June 30, 2002 (the
"Periodic Report") which this statement accompanies fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78m) and

(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Cash Flow Partners L.P. Series E.


Dated: August 14, 2002




/s/ Beaufort J.B. Clarke
------------------------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Series E






ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)

June 30, 2002


EXHIBIT 99-2


I, Thomas W. Martin, Executive Vice President (Principal Financial and
Accounting Officer) of ICON Capital Corp, the sole General Partner of ICON Cash
Flow Partners L.P. Series E, certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q for the period ended June 30, 2002 (the
"Periodic Report") which this statement accompanies fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78m) and

(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Cash Flow Partners L.P. Series E.


Dated: August 14, 2002




/s/ Thomas W. Martin
---------------------------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Series E