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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended September 30, 2002
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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Commission File Number 0-27912
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ICON Cash Flow Partners, L.P., Series E
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3635208
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
100 Fifth Avenue, New York, New York 10011
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(Address of principal executive offices) (Zip code)
(212) 418 -4700
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Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[ x ] Yes [ ] No
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Balance Sheets
(unaudited)
September 30, December 31,
2002 2001
---- ----
Assets
Cash and cash equivalents $ 1,967,259 $ 1,363,922
------------ ------------
Investment in finance leases
Minimum rents receivable 2,563,109 7,249,182
Estimated unguaranteed residual values 3,063,090 5,073,140
Unearned income (176,219) (746,315)
Allowance for doubtful accounts (1,628,318) (1,888,318)
------------ ------------
3,821,662 9,687,689
Investment in operating leases
Equipment, at cost 21,554,842 21,554,842
Accumulated depreciation (7,118,683) (5,708,777)
------------ ------------
14,436,159 15,846,065
Investment in financings
Receivables due in installments 3,857,487 6,843,252
Unearned income (117,807) (413,030)
Allowance for doubtful accounts (1,411,892) (1,214,557)
------------ ------------
2,327,788 5,215,665
Investments in unconsolidated
joint ventures 146,740 166,692
------------ ------------
Other assets 95,310 503,591
------------ ------------
Total assets $ 22,794,918 $ 32,783,624
============ ============
(continued on next page)
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Balance Sheets (Continued)
(unaudited)
September 30, December 31,
2002 2001
---- ----
Liabilities and Partners' Equity
--------------------------------
Notes payable - non-recourse $ 12,388,403 $ 21,862,616
Security deposits, deferred credits
and other payables 3,670,399 2,132,052
Minority interests in consolidated
joint ventures 74,710 174,672
------------ ------------
16,133,512 24,169,340
------------ ------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (453,045) (433,582)
Limited partners (607,856 units outstanding,
$100 per unit original issue price in
2002 and 2001, respectively) 7,114,451 9,047,866
------------ ------------
Total partners' equity 6,661,406 8,614,284
------------ ------------
Total liabilities and partners' equity $ 22,794,918 $ 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 Nine Months
Ended September 30, Ended September 30,
2002 2001 2002 2001
---- ---- ---- ----
Revenues
Rental income $ 696,839 $ 687,002 $ 2,093,664 $ 1,941,003
Finance income 168,540 698,181 739,141 2,216,685
(Loss) gain on sales of equipment (128,274) (17,843) (203,557) 37,786
Loss from investments in
unconsolidated joint ventures (4,989) (6,260) (19,952) (273,647)
Interest income and other 8,347 12,911 20,640 75,823
------------- ------------- ------------- -------------
Total revenues 740,463 1,373,991 2,629,936 3,997,650
------------- ------------- ------------- -------------
Expenses
Depreciation 399,967 272,807 1,409,906 608,413
Interest 325,034 598,493 1,031,294 1,867,695
General and administrative 131,433 155,824 506,808 524,556
Management fees - General partner 122,375 122,993 329,057 408,365
Administrative expense reimbursements -
General Partner 91,565 100,401 204,470 269,989
Minority interest expense (income)
in consolidated joint ventures 11,878 (188,555) (99,962) (263,610)
(Reversal of) provision for bad debts (700,000) 780,114 (260,000) 1,055,114
------------- ------------- ------------- -------------
Total expenses 382,252 1,842,077 3,121,573 4,470,522
------------- ------------- ------------- -------------
Net income (loss) $ 358,211 $ (468,086) $ (491,637) $ (472,872)
============= ============= ============= =============
Net income (loss) allocable to:
Limited partners $ 354,629 $ (463,405) $ (486,721) $ (468,143)
General Partner 3,582 (4,681) (4,916) (4,729)
------------- -------------- ------------- -------------
$ 358,211 $ (468,086) $ (491,637) $ (472,872)
============= ============= ============= =============
Weighted average number of limited
partnership units outstanding 607,856 607,856 607,856 607,856
============= ============= ============= =============
Net income (loss) per weighted average
limited partnership unit $ .58 $ (.76) $ (.80) $ (.77)
============= ============ ============= =============
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 Nine Months Ended September 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 $ 2.38 $ - (1,446,694) (14,547) (1,461,241)
Net loss (486,721) (4,916) (491,637)
--------------- ------------- ----------------
Balance at
September 30, 2002 $ 7,114,451 $ (453,045) $ 6,661,406
=============== ============= ================
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 Nine Months Ended September 30,
(unaudited)
2002 2001
---- ----
Cash flows provided by operating activities:
Net loss $ (491,637) $ (472,872)
----------- -----------
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 1,409,906 608,413
Rental income - paid directly to
lenders by lessees (1,845,000) (1,845,000)
Provision for bad debts (260,000) 1,055,114
Finance income portion of receivables
paid directly to lenders by lessees (130,562) (360,192)
Loss (gain) on sales of equipment 203,557 (37,786)
Minority interest income (99,962) (263,610)
Interest expense on non-recourse
financing paid directly by lessees 832,748 1,291,520
Loss from investments in unconsolidated
joint ventures 19,952 273,647
Changes in operating assets
and liabilities:
Non-financed receivables 4,601,874 7,463,243
Other assets 92,555 356,954
Security deposits, deferred
credits and other payables 338,347 (1,986,464)
Other (5,028) 47,138
----------- -----------
Total adjustments 5,158,387 6,602,977
----------- -----------
Net cash provided by operating activities 4,666,750 6,130,105
----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment 2,149,734 477,251
----------- -----------
Net cash provided by investing activities 2,149,734 477,251
----------- -----------
(continued on next page)
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (Continued)
For the Nine Months Ended September 30,
(unaudited)
2002 2001
---- ----
Cash flows from financing activities:
Principal payments on non-recourse debt (4,751,906) (5,899,857)
Cash distributions to partners (1,461,241) (836,069)
----------- -----------
Net cash used in financing activities (6,213,147) (6,735,926)
----------- -----------
Net increase (decrease) in cash and
cash equivalents 603,337 (128,570)
Cash and cash equivalents at beginning
of period 1,363,922 1,030,751
----------- -----------
Cash and cash equivalents at end of period $ 1,967,259 $ 902,181
=========== ===========
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 nine months ended September 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 $ 3,710,055 $ 1,807,337
Rental income on operating lease
paid directly to lender by lessee 1,845,000 1,845,000
Principal and interest on non-recourse
debt paid directly by lessees (5,555,055) (3,652,337)
----------- -----------
$ - $ -
=========== ===========
Interest expense of $1,031,294 and $1,867,695 for the nine months ended
September 30, 2002 and 2001, respectively, consisted of interest expense on
non-recourse financing accrued or paid directly to lenders by lessees of
$832,748 and $1,291,520, respectively, and interest expense on other
non-recourse debt of $198,546 and $576,175, respectively.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Unaudited Consolidated Financial Statements
September 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. Certain 2001 amounts have been reclassified to conform to the 2002
presentation.
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 nine months ended September 30, 2002 and 2001 are as follows:
2002 2001
---- ----
Management fees $ 329,057 $ 408,365 Charged to operations
Administrative expense
reimbursements 204,470 269,989 Charged to operations
----------- ------------
Total $ 533,527 $ 678,354
=========== ============
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 Partners
L.L.C. I ("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 which expired in
October 2002. The lessee is currently utilizing the aircraft and is the process
of negotiating a lease extension with the Partnership. The extension is expected
to be consummated during the fourth quarter of 2002. When the lease extension
terms are determined, the Partnership will re-evaluate the residual value of the
aircraft and assess the carrying value of the equipment in accordance with its
policy regarding impairment of estimated residual values. The aircraft had a net
book value of approximately $14,093,316 and related outstanding non-recourse
debt of $9,126,288 at September 30, 2002. The net book value of the aircraft at
the end of the current lease term approximated its estimated fair value based on
an appraisal completed in February 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 ICON Receivables 1997-B
L.L.C. ("1997-B"). ICON Cash Flow Partners L.P. Seven ("L.P. Seven") and L.P.
Six'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.P., Series E
(A Delaware Limited Partnership)
Notes to Unaudited Consolidated Financial Statements - Continued
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 expires in November
2002. The lessee is in the process of negotiating a lease extension with the
Partnership. The extension is expected to be consummated during the fourth
quarter of 2002. When the lease extension terms are determined, the joint
venture will re-evaluate the residual value of the aircraft and assess the
carrying value of the equipment in accordance with its policy regarding
impairment of estimated residual values. 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 distributions.
Information as to the unaudited financial position of ICON Cash Flow LLC II
at September 30, 2002 and December 31, 2001 and the results of its operations
for the nine months ended September 30, 2002 and 2001 are summarized below:
September 30, 2002 December 31, 2001
------------------ -----------------
Assets $ 16,018,043 $ 17,090,554
============= =============
Liabilities $ 8,932,349 $ 9,926,812
============= =============
Equity $ 7,085,694 $ 7,163,742
============= =============
Partnership's share of
equity $ 70,857 $ 71,638
============= =============
Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Net (loss) income $ (78,048) $ 369,352
============= ==============
Partnership's share of net
(loss) income $ (781) $ 3,704
============= ==============
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Unaudited Consolidated Financial Statements - Continued
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 unaudited financial position of ICON Cash Flow LLC
III as of September 30, 2002 and December 31, 2001 and the results of operations
during the nine months ended September 30, 2002 and 2001, respectively, are
summarized below:
September 30, 2002 December 31, 2001
------------------ -----------------
Assets $ 5,218,126 $ 4,853,818
============= =============
Liabilities $ - $ -
============= =============
Equity $ 5,218,126 $ 4,853,818
============= =============
Partnership's share
of equity $ 52,181 $ 48,538
============= =============
Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Net income $ 364,308 $ 373,100
============= =============
Partnership's share of
net income $ 3,643 $ 3,731
============= =============
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, 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 September 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 September
30, 2002 and December 31, 2001 and its results of operations for the nine months
ended September 30, 2002 and 2001 are summarized below:
September 30, 2002 December 31, 2001
------------------ -----------------
Assets $ 468,960 $ 1,856,582
============= ===============
Liabilities $ 392,958 $ 1,707,445
============= ===============
Equity $ 76,002 $ 149,137
============= ===============
Partnership's share
of equity $ 23,702 $ 46,516
============= ===============
Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Net loss $ (73,135) $ (1,895,962)
============= =============
Partnership's share of
net loss $ (22,814) $ (281,082)
============= =============
1997-A recorded a provision for bad debts of $1,825,000 during the nine
month period ended September 30, 2001.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
September 30, 2002
Item 2. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
- ---------------------
Three Months Ended September 30, 2002 and 2001
Revenues for the three months ended September 30, 2002 ("2002 Quarter")
were $740,463, representing a decrease of $633,528 or 46% from the three months
ended September 30, 2001 ("2001 Quarter"). The decrease in revenues resulted
primarily from a decrease in finance income of $529,641. The decrease in finance
income was due primarily to a decrease in the average size of the finance lease
and financings portfolios from 2001 to 2002 as well as the maturity of a finance
lease that was renewed and reclassified as an operating lease in 2001.
Additionally, gains on sales of equipment decreased by $110,431 to a loss of
$128,274 in the 2002 Quarter as compared to the 2001 Quarter. This resulted from
a decrease in the amount of equipment sold where the proceeds received were in
excess of the remaining carrying value.
Expenses for the 2002 Quarter were $382,252 as compared to $1,842,077 in
the 2001 Quarter, a decrease of $1,459,825. This decrease was due primarily to a
reduction in the provision for bad debts of $1,480,114. As a result of an
analysis of delinquencies, an assessment of overall risk and a review of
historical loss experience, the allowance was adjusted downward by $700,000 in
the 2002 Quarter. Additionally, interest expense decreased by $273,459 in the
2002 Quarter as compared to the 2001 Quarter. The decrease in interest expense
resulted from a reduction 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. These decreases were partially offset by an
increase in depreciation expense of $127,160. The increase in depreciation was
due to a 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.
Net income (loss) for the 2002 Quarter and the 2001 Quarter was $358,211
and $(468,086), respectively. The net income (loss) per weighted average limited
partnership unit outstanding was $.58 and $(.76) for the 2002 Quarter and 2001
Quarter, respectively.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
September 30, 2002
Results of Operations
- ---------------------
Nine Months Ended September 30, 2002 and 2001
Revenues for the nine months ended September 30, 2002 ("2002 Period") were
$2,629,936, representing a decrease of $1,367,714 or 34% from the nine months
ended September 30, 2001 ("2001 Period"). The decrease in revenues resulted
primarily from reductions in finance income of $1,477,544 and a net loss on
sales of equipment of $203,557 for the 2002 Period as compared with a net gain
on sales of equipment of $37,786 for the 2001 Period. These decreases were
partially offset by a $152,661 increase in rental income and a reduction in loss
from equity investments in joint ventures of $253,695. The decrease in finance
income was primarily due to a reduction in the average size of the finance lease
and financings portfolios from 2001 to 2002 as well as the maturity of a finance
lease that was renewed and reclassified as an operating lease in late 2001. The
decrease in gain on sales of equipment resulted from a reduction 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 investments 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
$281,082 for the 2001 Period.
Expenses for the 2002 Period were $3,121,573, representing a decrease of
$1,348,949 from the 2001 Period. This decrease was due to a reduction in the
provision for bad debts of $1,315,114. As a result of an analysis of
delinquencies, an assessment of overall risk and a review of historical loss
experience, the allowance was adjusted downward by $260,000 (net) in the 2002
Period. Additionally, interest expense decreased by $836,401 in the 2002 Period
as compared to the 2001 Period. The decrease in interest expense resulted from a
reduction 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. These decreases were partially offset by an increase in
depreciation expense of $801,493. The increase in depreciation was due to a
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.
Net loss for the 2002 Period and the 2001 Period was $491,637 and $472,872,
respectively. The net loss per weighted average limited partnership unit
outstanding was $.80 and $.77 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 $4,666,750 and proceeds from sales of
equipment of $2,149,734. These proceeds were used to fund cash distributions and
debt repayments.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
September 30, 2002
Monthly cash distributions to limited partners for the 2002 Period and the
2001 Period totaled $1,446,694 and $827,709, 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 September 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)
September 30, 2002
Item 4. Controls and Procedures
Beaufort J.B. Clarke and Thomas W. Martin, the Principal Executive and
Principal Financial Officers, respectively, of ICON Capital Corp. ("ICC"), the
General Partner of the Partnership, have evaluated the disclosure controls and
procedures of the Partnership within 90 days prior to the filing of this
quarterly report. As used herein, the term "disclosure controls and procedures"
has the meaning given to the term by Rule 13a-14 under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), and includes the controls and other
procedures of the Partnership that are designed to ensure that information
required to be disclosed by the Partnership in the reports that it files with
the SEC under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. As part of their
evaluation, Messrs. Clarke and Martin conferred with the finance and accounting
staff of ICC and the finance and accounting staff of ICON Holdings Corp., the
parent of ICC. Management has presented the results of its most recent
evaluation to the Partnership's independent auditors, KPMG LLP. Based upon their
evaluation, Messrs. Clarke and Martin have concluded that the Partnership's
disclosure controls and procedures provide reasonable assurance that the
information required to be disclosed by the Partnership in this report is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms applicable to the preparation of this report.
There have been no significant changes in the Partnership's internal
controls or in other factors that could significantly affect the Partnership's
internal controls subsequent to the evaluation described above conducted by
ICC's principal executive and financial officers.
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
September 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.
November 14, 2002 /s/ Thomas W. Martin
- ------------------------- -----------------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal financial and accounting officer of
the Manager of the Registrant)
Certifications - 10-Q
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Cash Flow
Partners, L.P., Series E;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: November 14, 2002
/s/ Beaufort J.B. Clarke
- -----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Cash Flow Partners, L.P., Series E
I, Thomas W. Martin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Cash Flow
Partners, L.P., Series E;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: November 14, 2002
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal financial and accounting officer
of the Manager of the Registrant)
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
September 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 September 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: November 14, 2002
/s/ Beaufort J.B. Clarke
--------------------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Cash Flow Partners L.P. Series E
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
September 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 September 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: November 14, 2002
/s/ Thomas W. Martin
------------------------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Cash Flow Partners L.P. Series E