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 quarterly period ended March 31, 2003
-------------------------------------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
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
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [X] No
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets
March 31, December 31,
2003 2002
---- ----
(unaudited)
Assets
Cash and cash equivalents $ 249,090 $ 746,808
------------ ------------
Investment in finance leases
Minimum rents receivable 1,879,361 2,590,191
Estimated unguaranteed residual values 2,581,041 3,197,247
Unearned income (92,905) (120,426)
Allowance for doubtful accounts (488,165) (488,165)
------------ ------------
3,879,332 5,178,847
------------ ------------
Investment in operating leases
Equipment at cost 20,707,984 21,554,842
Accumulated depreciation (7,157,950) (7,261,999)
------------ ------------
13,550,034 14,292,843
------------ ------------
Investment in financings
Receivables due in installments 2,776,806 3,157,773
Unearned income (52,162) (81,826)
Allowance for doubtful accounts (1,331,570) (1,331,570)
------------ ------------
1,393,074 1,744,377
------------ ------------
Investments in unconsolidated joint ventures 205,110 216,489
------------ ------------
Other assets, net 148,380 328,030
------------ ------------
Total assets $ 19,425,020 $ 22,507,394
============ ============
(continued on next page)
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets (Continued)
March 31, December 31,
2003 2002
---- ----
(unaudited)
Liabilities and Partners' Equity
Notes payable - non-recourse $ 10,093,494 $ 11,352,510
Security deposits, deferred credits and other payables 685,183 1,667,953
Deferred income 481,965 483,436
Accounts payable - General Partner and affiliate 567,166 529,572
Minority interests in consolidated joint ventures 123,894 178,217
------------ ------------
Total liabilities 11,951,702 14,211,688
------------ ------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (444,992) (436,768)
Limited partners (607,856 units outstanding,
$100 per unit original issue price) 7,918,310 8,732,474
------------ ------------
Total partners' equity 7,473,318 8,295,706
------------ ------------
Total liabilities and partners' equity $ 19,425,020 $ 22,507,394
============ ============
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31,
(unaudited)
2003 2002
----------- -----------
Revenues
Finance income $ 304,637 $ 342,292
Rental income 249,001 694,918
Gain (loss) on sales of equipment 310,917 (80,084)
Interest income and other 198,439 11,993
Loss from investments in
unconsolidated joint ventures (11,379) (6,306)
----------- -----------
Total revenues 1,051,615 962,813
----------- -----------
Expenses
Depreciation 399,967 525,970
Interest 308,627 439,640
General and administrative 204,904 146,376
Management fees - General Partner 97,972 110,184
Administrative expense reimbursements - General Partner 74,179 63,657
Amortization of initial direct costs and other 6,094 23,385
Minority interest (income) expense in consolidated
joint ventures (54,322) 8,471
----------- -----------
Total expenses 1,037,421 1,317,683
----------- -----------
Net income (loss) $ 14,194 $ (354,870)
=========== ===========
Net income (loss) allocable to:
Limited partners $ 14,052 $ (351,321)
General Partner 142 (3,549)
----------- -----------
$ 14,194 $ (354,870)
=========== ===========
Weighted average number of limited
partnership units outstanding 607,856 607,856
=========== ===========
Net income (loss) per weighted average
limited partnership unit $ .02 $ (0.58)
=========== ===========
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Changes in Partners' Equity
For the Three Months Ended March 31, 2003
(unaudited)
Limited Partner Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at
January 1, 2003 $ 8,732,474 $ (436,768) $ 8,295,706
Cash distribution
to partners $ 1.34 $ .02 (828,216) (8,366) (836,582)
Net income 14,052 142 14,194
----------- ----------- -----------
Balance at
March 31, 2003 $ 7,918,310 $ (444,992) $ 7,473,318
=========== =========== ===========
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31,
(unaudited)
2003 2002
---- ----
Cash flows from operating activities:
Net income (loss) $ 14,194 $ (354,870)
----------- -----------
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation 399,967 525,970
Rental income - paid directly to lenders by lessees (225,000) (615,000)
Finance income portion of receivables paid directly
to lenders by lessees (14,886) (73,779)
Amortization of initial direct costs 6,094 23,385
(Gain) loss on sales of equipment (310,917) 80,084
Interest expense on non-recourse financing paid
directly by lessees 294,390 346,868
Loss from investments in unconsolidated joint ventures 11,379 6,306
Minority interest (income) expense (54,322) 8,471
Changes in operating assets and liabilities, net 969,194 2,454,909
----------- -----------
Total adjustments 1,075,899 2,757,214
----------- -----------
Net cash provided by operating activities 1,090,093 2,402,344
----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment 437,352 139,266
----------- -----------
Net cash provided by investing activities 437,352 139,266
----------- -----------
Cash flows from financing activities:
Principal payments on non-recourse debt (1,188,581) (2,216,466)
Cash distributions to partners (836,582) (821,655)
----------- -----------
Net cash used in financing activities (2,025,163) (3,038,121)
----------- -----------
Net (decrease) in cash and cash equivalents (497,718) (496,511)
Cash and cash equivalents at beginning of period 746,808 1,363,922
----------- -----------
Cash and cash equivalents at end of period $ 249,090 $ 867,411
=========== ===========
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows (Continued)
Supplemental Disclosures of Cash Flow Information
- -------------------------------------------------
During the three months ended March 31, 2003 and 2002, non-cash activities
included the following:
2003 2002
---- ----
Principal and interest on direct finance receivables
paid directly to lenders by lessees $ 139,825 $ 920,960
Rental income on operating lease receivables
paid directly to lender by lessee 225,000 615,000
Principal and interest on non-recourse
debt paid directly by lessees (364,825) (1,535,960)
----------- ----------
$ -- $ --
=========== ===========
Interest expense of $308,627 and $439,640 for the three months ended March
31, 2003 and 2002, respectively, consisted of interest expense on non-recourse
financing accrued or paid directly to lenders by lessees of $294,390 and
$346,868, respectively, and interest expense on other non-recourse debt of
$14,237 and $92,772, respectively.
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements
March 31, 2003
(unaudited)
1. Basis of Presentation
The condensed 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 condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes included in the Partnership's 2002 Annual Report
on Form 10-K. Certain 2002 amounts have been reclassified to conform to the 2003
presentation.
2. Disposition Period
The Partnership's reinvestment period ended on July 31, 1998 and 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 three months ended March 31, 2003 and 2002 are as follows:
2003 2002
---- ----
Management fees $ 97,972 $110,184 Charged to operations
Administrative expense
reimbursements 74,179 63,657 Charged to operations
-------- --------
Total $172,151 $173,841
======== ========
The Partnership has investments in five ventures with other partnerships
sponsored by the General Partner. (See Note 4 for additional information
relating to the joint ventures.)
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
4. Consolidated Ventures and Investments in Unconsolidated Joint Ventures
The Partnership and its affiliates formed five joint ventures for the
purpose of acquiring and managing various assets.
Consolidated Ventures
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 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. In November 2002 an extension agreement was consummated with
Aeromexico. The lease extension terms call for a 15 month rental at $75,000 per
month. At the end of the 15 months, Aeromexico has an option to renew for two
twelve-month renewal periods at the then current fair market value rental rate.
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, liabilities, 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 LLC
---------------------------
In August 1997, the Partnership and its affiliates, L.P. Six and ICON Cash
Flow Partners L.P. Seven ("L.P. Seven"), formed ICON Receivables 1997-B LLC
("1997-B"). The Partnership, L.P. Six and L.P. Seven each contributed cash,
equipment leases and residuals and received a 75%, 8.33% and 16.67% interest
respectively, in 1997-B. 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 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 Condensed 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 expired in November
2002. At that time an extension agreement was consummated with Aeromexico. The
lease extension terms call for a 15 month rental with payment for months one
through seven at a power by the hour rate of $525 per flight hour, not to exceed
$75,000 per month. After seven months the rental would be $75,000 per month. At
the end of the 15 months, Aeromexico has an option to renew for two twelve-month
renewal periods at the then current fair market value rental rate. 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
original investment was recorded at cost and is adjusted by its share of
earnings, losses and distributions.
Information as to the unaudited financial position of ICON Cash Flow LLC II
as of March 31, 2003 and December 31, 2002 and the results of operations for the
three months ended March 31, 2003 and 2002 is summarized below:
March 31, 2003 December 31, 2002
-------------- -----------------
Assets $15,362,919 $ 15,750,363
=========== ============
Liabilities $ 8,970,597 $ 8,932,485
=========== ============
Equity $ 6,392,322 $ 6,817,878
=========== ============
Partnership's share of equity $ 63,923 $ 68,179
=========== ============
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
------------------- ------------
Net loss $ (425,556) $ (31,787)
=========== ============
Partnership's share of net loss $ (4,256) $ (319)
=========== ============
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 expired on April 30th 2003. Effective May
1, 2003,
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Unaudited Consolidated Financial Statements - Continued
the aircraft was leased to a new lessee,World Airlines, Inc. for an eight month
term and an option for an additional four months. 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. The Partnership accounts for its investment in ICON
Cash Flow LLC III under the equity method of accounting.
Information as to the unaudited financial position of ICON Cash Flow LLC
III as of March 31, 2003 and December 31, 2002 and the results of operations for
the three months ended March 31, 2003 and 2002 is summarized below:
March 31, 2003 December 31, 2002
-------------- -----------------
Assets $ 5,455,943 $ 5,337,603
=========== ============
Liabilities $ -- $ --
=========== ============
Equity $ 5,455,943 $ 5,337,603
=========== ============
Partnership's share of equity $ 54,559 $ 53,376
=========== ============
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
-------------- --------------
Net income $ 118,340 $ 121,700
=========== ============
Partnership's share of net income $ 1,183 $ 1,217
=========== ============
ICON Receivables 1997-A LLC
---------------------------
In March 1997, the Partnership and its affiliates, 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 LLC
("1997-A"). In September 1997, the Partnership, L.P. Six and L.P. Seven
contributed and assigned additional equipment lease and finance receivables and
residuals to 1997-A. As of March 31, 2003, 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.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Unaudited Consolidated Financial Statements - Continued
Information as to the unaudited financial position of 1997-A as of March
31, 2003 and December 31, 2002 and the results of operations for the three
months ended March 31, 2003 and 2002 is summarized below:
March 31, 2003 December 31, 2002
-------------- -----------------
Assets $ 768,393 $ 694,761
=========== ============
Liabilities $ 490,652 $ 390,389
=========== ============
Equity $ 277,741 $ 304,372
=========== ============
Partnership's share of equity $ 86,628 $ 94,934
=========== ============
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
-------------- --------------
Net loss $ (26,631) $ (23,095)
=========== ============
Partnership's share of net loss $ (8,306) $ (7,204)
=========== ============
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
March 31, 2003
Item 2. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information - The following discussion and analysis should
be read in conjunction with the audited financial statements dated December 31,
2002. Certain statements within this document may constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These statements are identified by words such as
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and similar expressions. This information may involve risks and uncertainties
that could cause actual results to differ materially from the forward-looking
statements. Although the Partnership believes that the expectations reflected in
such forward-looking statements are based on reasonable assumptions, such
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected.
Results of Operations for the Three Months Ended March 31, 2003 and 2002
Revenues for the three months ended March 31, 2003 ("2003 Quarter") were
$1,051,615, representing an increase of $88,802 or 9% from the three months
ended March 31, 2002 ("2002 Quarter"). The increase in revenues resulted
primarily from an increase in gain on sales of equipment of $391,001 from a loss
of $80,084 to a gain of $310,917. Interest and other income also increased by
$186,446,which was primarily due to a one-time adjustment based on a revised
estimate of residual notes obligations outstanding. These increases were
partially offset by a decrease in rental income of $445,917, which is primarily
the result of reduced rentals on the Aeromexico lease.
Expenses for the 2003 Quarter were $1,037,421, representing a decline of
$280,262 or 21% from the 2002 Quarter. The decline in expenses was partially a
result of a decrease in interest expense of $131,013. The decrease in interest
expense resulted from a decrease in the average debt outstanding from 2002 to
2003. Additionally, depreciation expense decreased by $126,003 during the 2003
Quarter which was primarily due to the termination of an operating lease. In
addition, minority interest expense decreased by $62,793 to income of $54,322.
This resulted from losses in the Partnership's consolidated joint ventures in
the 2003 Quarter versus income in the 2002 Quarter. Offsetting these increases
was an increase in general and administrative expenses of $58,528, due to an
increase in professional fees.
Net income (loss) for the 2003 Quarter and the 2002 Quarter was $14,194 and
$(354,870), respectively. The net income (loss) per weighted average limited
partnership unit outstanding was $.02 and $(.58) for the 2003 Quarter and 2002
Quarter, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the three months ended March
31, 2003 was net cash provided by operating activities of $1,090,093 and
proceeds from sales of equipment of $437,352. These funds were used to fund cash
distributions and debt repayments.
Cash distributions to limited partners for the 2003 Quarter and 2002
Quarter totaled $828,216 and $813,520, respectively.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
March 31, 2003
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 March 31, 2003, 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. We do not consider the impact of inflation to be material in the
analysis of our overall operations.
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 proceeds received through
re-leasing or sale of equipment.
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. 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.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
March 31, 2003
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 1. Legal Proceedings
The Company, from time-to-time, in the ordinary course of business,
commences legal actions when necessary to protect or enforce the rights of the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.
Item 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K
Form 8-K filed on February 5, 2003
Item 4. Changes in Registrant's Certifying Accountant
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.
May 12, 2003 /s/ Thomas W. Martin
- ----------------------------- --------------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal financial and accounting officer of
the General Partner 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;
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: May 12, 2003
/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
Certifications - 10-Q
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;
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: May 12, 2003
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer of the General Partner of the
Registrant) 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)
March 31, 2003
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 March 31, 2003 (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: May 12, 2003
/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)
March 31, 2003
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 March 31, 2003 (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: May 12, 2003
/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