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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 quarterly period ended June 30, 2003
--------------------------------------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
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
Indicated 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
June 30, December 31,
2003 2002
---- ----
(unaudited)
Assets
Cash and cash equivalents $ 314,312 $ 746,808
------------- ------------
Investment in finance leases
Minimum rents receivable 1,845,942 2,590,191
Estimated unguaranteed residual values, net 2,501,849 3,197,247
Unearned income (72,826) (120,426)
Allowance for doubtful accounts (488,165) (488,165)
------------- ------------
3,786,800 5,178,847
------------- ------------
Investment in operating leases
Equipment at cost 20,707,984 21,554,842
Accumulated depreciation (7,557,917) (7,261,999)
------------- ------------
13,150,067 14,292,843
Investment in financings
Receivables due in installments 2,637,947 3,157,773
Unearned income (31,035) (81,826)
Allowance for doubtful accounts (1,331,570) (1,331,570)
------------- ------------
1,275,342 1,744,377
------------- ------------
Investments in unconsolidated joint ventures 196,801 216,489
------------- ------------
Other assets, net 99,246 328,030
------------- ------------
Total assets $ 18,822,568 $ 22,507,394
============= ============
(continued on next page)
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets - Continued
June 30, December 31,
2003 2002
---- ----
(unaudited)
Liabilities and Partners' Equity
Notes payable - non-recourse $ 9,876,724 $ 11,352,510
Security deposits, deferred credits and other payables 709,493 1,667,953
Deferred income 916,996 483,436
Accounts payable - General Partner and affiliate 561,065 529,572
Minority interests in consolidated joint ventures 117,600 178,217
------------ -----------
Total liabilities 12,181,878 14,211,688
------------ -----------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (453,318) (436,768)
Limited Partners (607,856 units outstanding,
$100 per unit original issue price) 7,094,008 8,732,474
------------ ------------
Total partners' equity 6,640,690 8,295,706
------------ ------------
Total liabilities and partners' equity $ 18,822,568 $ 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
(unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2003 2002 2003 2002
---- ---- ---- ----
Revenues
Rental income $ 266,147 $ 701,907 $ 515,148 $ 1,396,825
Finance income 105,627 228,309 410,264 570,601
Gain (loss) on sales of equipment 1,804 4,801 312,721 (75,283)
Interest income and other 212 302 198,651 12,293
Loss from investments in
unconsolidated joint ventures (8,309) (8,659) (19,688) (14,963)
--------- ---------- ----------- -----------
Total revenues 365,481 926,660 1,417,096 1,889,473
--------- ---------- ------------ -----------
Expenses
Depreciation 399,966 483,969 799,933 1,009,939
Interest 284,722 266,621 593,349 706,260
General and administrative 115,776 190,185 320,680 336,562
Management fees - General Partner 50,819 96,498 148,791 206,682
Administrative expense reimbursements -
General Partner 23,386 49,188 97,565 112,905
Amortization of initial direct costs and other 2,271 15,428 8,365 38,813
Minority interest income
in consolidated joint ventures (6,294) (120,371) (60,616) (111,840)
Provision for bad debts - 440,000 - 440,000
--------- ---------- ------------ -----------
Total expenses 870,646 1,421,518 1,908,067 2,739,321
--------- ---------- ------------ -----------
Net loss $(505,165) $ (494,858) $ (490,971) $ (849,848)
========= ========== ============ ===========
Net loss allocable to:
Limited Partners $(500,113) $ (489,909) $ (486,061) $ (841,350)
General Partner (5,052) (4,949) (4,910) (8,498)
--------- ---------- ------------ -----------
$(505,165) $ (494,858) $ (490,971) $ (849,848)
========= ========== ============ ===========
Weighted average number of limited
partnership units outstanding 607,856 607,856 607,856 607,856
========== ========== ============ ===========
Net loss per weighted average
limited partnership unit $ (.82) $ (.81) $ (.80) $ (1.38)
========== ========== ============ ===========
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Condensed Consolidated Statement of Changes in Partners' Equity
For the Six Months Ended June 30, 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 distributions
to partners $ 1.90 $ - (1,152,405) (11,640) (1,164,045)
Net loss (486,061) (4,910) (490,971)
----------- ---------- ------------
Balance at
June 30, 2003 $ 7,094,008 $ (453,318) $ 6,640,690
=========== ========== ============
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 Six Months Ended June 30,
(unaudited)
2003 2002
---- ----
Cash flows from operating activities:
Net loss $ (490,971) $ (849,848)
----------- -----------
Adjustments to
reconcile net loss to net cash provided by operating activities:
Depreciation 799,933 1,009,939
Rental income - paid directly to lenders by lessees (450,000) (1,230,000)
Provision for bad debts - 440,000
Finance income portion of receivables paid directly
to lenders by lessees (24,965) (101,728)
Amortization of initial direct costs 8,365 38,813
(Gain) loss on sales of equipment (312,721) 75,283
Interest expense on non-recourse financing paid
directly by lessees 570,239 550,850
Loss from investments in unconsolidated joint ventures 19,688 14,963
Minority interest in consolidated joint ventures (60,616) (111,840)
Changes in operating assets and liabilities, net 1,003,687 3,645,273
----------- -----------
Total adjustments 1,553,610 4,331,553
----------- -----------
Net cash provided by operating activities 1,062,639 3,481,705
----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment 473,790 227,955
----------- -----------
(continued on next page)
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows - Continued
For the Six Months Ended June 30,
(unaudited)
2003 2002
---- ----
Cash flows from financing activities:
Principal payments on non-recourse debt (804,880) (3,612,272)
Cash distributions to partners (1,164,045) (975,254)
----------- ----------
Net cash used in financing activities (1,968,925) (4,587,526)
----------- ----------
Net decrease in cash and cash equivalents (432,496) (877,866)
Cash and cash equivalents at beginning of period 746,808 1,363,922
----------- -----------
Cash and cash equivalents at end of period $ 314,312 $ 486,056
=========== ===========
(continued on next page)
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 six months ended June 30, 2003 and 2002, non-cash activities
included the following:
2003 2002
---- ----
Principal and interest on direct finance receivables
paid directly to lenders by lessees $ 186,220 $ 1,113,313
Rental income on operating lease receivables
paid directly to lender by lessees 450,000 1,230,000
Principal and interest on non-recourse
debt paid directly by lessees (636,220) (2,343,313)
--------- -----------
$ - $ -
--------- -----------
Non-recourse debt assumed by lessees upon
lease termination $ 604,925 $ -
========= ===========
Interest expense of $593,349 and $706,260 for the six months ended June 30,
2003 and 2002, respectively, consisted of interest expense on non-recourse
financing accrued or paid directly to lenders by lessees of $570,239 and
$550,850, respectively, and interest expense on other non-recourse debt of
$23,110 and $155,410, 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
June 30, 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.
The General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut Corporation. The General Partner manages and controls
the business affairs of the Partnership's equipment, leases and financing
transactions under a management agreement with the Partnership.
2. Disposition Period
The Partnership's reinvestment period ended on July 31, 1998. The
disposition period began on August 1, 1998. During the disposition period, the
Partnership has and will continue to distribute substantially all distributable
cash from operations and equipment sales to the partners and continue the
orderly termination of its operations and affairs. The Partnership has not and
will not invest in any additional finance or lease transactions during the
disposition period.
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, 2003 and 2002 are as follows:
2003 2002
---- ----
Management fees $ 148,791 $ 206,682 Charged to operations
Administrative expense
reimbursements 97,565 112,905 Charged to operations
----------- ----------
Total $ 246,356 $ 319,587
=========== ==========
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 Condensed 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 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 condensed
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 condensed consolidated balance sheets and as minority interest
income on the condensed 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 condensed consolidated financial
statements include 100% of the assets, liabilities, 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 condensed consolidated
balance sheets and minority interest income in consolidated joint ventures on
the condensed 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 extention 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 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. The outstanding non-recourse debt at June
30, 2003 was $8,961,195.
Information as to the unaudited results of operations for the six months
ended June 30, 2003 and 2002 is summarized below:
Six Months Ended Six Months Ended
June 30, 2003 June 30, 2002
------------- -------------
Net loss $ (840,274) $ (59,978)
============= ============
Partnership's share of net loss $ (8,403) $ (600)
============= ============
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 which was on lease to Continental Airlines,
Inc. subject to a lease that expired on April 30, 2003. Effective May 1, 2003,
the aircraft was leased to a new lessee, World Airlines, Inc. for an eight month
term with variable payments based on hours used and an option for an additional
four months under similar payment plan. 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.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Information as to the unaudited results of operations for the six months
ended June 30, 2003 and 2002 is summarized below:
Six Months Ended Six Months Ended
June 30, 2003 June 30, 2002
------------- -------------
Net income $ 118,340 $ 242,700
============= ============
Partnership's share of net income $ 1,183 $ 2,427
============= ============
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, L.P. Seven 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 June 30, 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.
Information as to the unaudited results of operations for the six months
ended June 30, 2003 and 2002 is summarized below:
Six Months Ended Six Months Ended
June 30, 2003 June 30, 2002
------------- -------------
Net loss $ (39,975) $ (53,832)
============== ============
Partnership's share of net loss $ (12,468) $ (16,790)
============== ============
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
June 30, 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 June 30, 2003 and 2002
Revenues for the three months ended June 30, 2003 ("2003 Quarter") were
$365,481, representing a decrease of $561,179 or 61% from the three months ended
June 30, 2002 ("2002 Quarter"). The decrease in revenues were primarily caused
by a decrease in rental income of $435,760, which resulted from the extension
agreement for the Aeromexico lease at reduced rentals. In addition, finance
income decreased by $122,682, due to the reduction in the average size of the
finance lease portfolio.
Expenses for the 2003 Quarter were $870,646, representing a reduction of
$550,872 or 39% from the 2002 Quarter. The decrease in expenses was due
primarily to the recording of a provision for bad debts in 2002 of $440,000. In
addition, depreciation expense decreased by $84,003 during the 2003 Quarter
primarily because of the termination of an operating lease with Vermont Yankee,
and general and administrative expenses decreased by $74,409 due mainly to a
decrease in professional fees. These decreases were partially offset by a
reduction in minority interest income of $114,077. This reduction in minority
interest income resulted from reduced losses in the Partnership's consolidated
joint ventures in the 2003 Quarter versus the 2002 Quarter.
Net loss for the 2003 Quarter and the 2002 Quarter was $505,165 and
$494,858, respectively. The net loss per weighted average limited partnership
unit outstanding was $.82 and $.81 for the 2003 Quarter and 2002 Quarter,
respectively.
Results of Operations for the Six Months Ended June 30, 2003 and 2002
Revenues for the six months ended June 30, 2003 ("2003 Period") were
$1,417,096, representing a decrease of $472,377 or 25% from the six months ended
June 30, 2002 ("2002 Period"). The decrease in revenues were primarily caused by
a decrease in rental income of $881,677, which resulted from the extension
agreement for the Aeromexico lease at reduced rentals. In addition, finance
income decreased by $160,337, due to the reduction in the average size of the
finance lease portfolio. These decreases were partially offset by an increase in
gain on sales of equipment of $388,004, from a loss on sale of equipment of
$75,283 in the 2002 Period to a gain of $312,721 in the 2003 Period. Interest
income and other also increased by $186,358, which was primarily due to a
one-time adjustment based on a revised estimate of residual value obligations
outstanding.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
June 30, 2003
Expenses for the 2003 Period were $1,908,067, representing a reduction of
$831,254 or 30% from the 2002 Period. The decrease in expenses was due primarily
to the provision for bad debts in the 2002 Period of $440,000. In addition,
depreciation expense decreased by $210,006 during the 2003 Period primarily
because of the termination of an operating lease, interest expense decreased by
$112,911 due to a decrease in the average debt outstanding from 2002 to 2003.
Net loss for the 2003 Period and the 2002 Period was $490,971 and $849,848,
respectively. The net loss per weighted average limited partnership unit
outstanding was $.80 and $1.38 for the 2003 Period and 2002 Period,
respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the 2003 Period were net
cash provided by operating activities of $1,062,639 and proceeds from sales of
equipment of $473,790. These funds, as well as funds held in reserve by the
Partnership, were used to pay cash distributions to partners of $1,164,045 and
debt repayments of $804,880.
Cash distributions to limited partners for the 2003 Period and 2002 Period
totaled $1,152,405 and $965,471, respectively. It is anticipated that the
Partnership will continue to generate sufficient cash from operations in order
to meet its current obligations.
The Partnership's reinvestment period ended on July 31, 1998. The
disposition period began on 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, 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.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
June 30, 2003
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.
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 as of the quarter ending June 30, 2003. 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.
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 Partnership, 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
- ------------------------------------------
(a) Exhibits
99.1 Certification of Chairman and Chief Executive Officer.
99.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer.
99.3 Certification of Chairman and Chief Executive Officer pursuant to 18
U.S.C. (Section)1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.4 Certification of Executive Vice President and Principal Financial and
Accounting Officer pursuant to 18 U.S.C. (Section)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 13, 2003 /s/ Thomas W. Martin
--------------- ----------------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer of
the General Partner of the Partnership)
Certifications - 10-Q
EXHIBIT 99.1
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this quarterly report of ICON Cash Flow Partners, L.P.,
Series E;
2. Based on my knowledge, this report does not contain any untrue statement 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the Partnership as of, and for, the periods presented in this report;
4. The Partnership's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Partnership and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Partnership, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the Partnership's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Partnership's internal
control over financial reporting that occurred during the
Partnership's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Partnership's
internal control over financial reporting; and
5. The Partnership's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the Partnership's auditors and the audit committee of the Partnership's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Partnership's internal
control over financial reporting.
Dated: August 13, 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
EXHIBIT 99.2
I, Thomas W. Martin, certify that:
1. I have reviewed this quarterly report of ICON Cash Flow Partners, L.P.,
Series E;
2. Based on my knowledge, this report does not contain any untrue statement 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the Partnership as of, and for, the periods presented in this report;
4. The Partnership's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Partnership and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Partnership, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the Partnership's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Partnership's internal
control over financial reporting that occurred during the
Partnership's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Partnership's
internal control over financial reporting; and
5. The Partnership's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the Partnership's auditors and the audit committee of the Partnership's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Partnership's internal
control over financial reporting.
Dated: August 13, 2003
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the General Partner of the Partnership)
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, 2003
EXHIBIT 99.3
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, 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: August 13, 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)
June 30, 2003
EXHIBIT 99.4
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, 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: August 13, 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