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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 March 31, 2004
--------------------------------------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the transition period from __________________________ to ___________________
Commission File Number 0-27912
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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
(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 Rule 12b-2 of the Exchange Act Rule) [ ] 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
(unaudited)
March 31, December 31,
2004 2003
---- ----
Assets
------
Cash and cash equivalents $ 288,014 $ 80,318
--------------- --------------
Investment in finance leases
Minimum rents receivable 1,340,982 1,466,112
Estimated unguaranteed residual values 1,266,007 1,266,007
Unearned income (27,770) (40,551)
Allowance for doubtful accounts (744,894) (578,391)
--------------- --------------
1,834,325 2,113,177
--------------- --------------
Investment in operating leases
Equipment at cost 19,207,984 19,207,984
Accumulated depreciation (8,757,818) (8,357,851)
--------------- --------------
10,450,166 10,850,133
--------------- ---------------
Investment in financings
Receivables due in installments 2,377,060 2,446,433
Unearned income - (13,238)
Allowance for doubtful accounts (1,256,130) (1,405,763)
--------------- --------------
1,120,930 1,027,432
--------------- ---------------
Equipment held for sale, net 1,199,179 1,199,179
--------------- --------------
Investments in unconsolidated joint ventures 111,274 126,594
--------------- ---------------
Other assets, net 90,578 99,847
--------------- ---------------
Total assets $ 15,094,466 $ 15,496,680
=============== ==============
(continued on next page)
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets (Continued)
(unaudited)
March 31, December 31,
2004 2003
---- ----
Liabilities and Partners' Equity
--------------------------------
Notes payable - non-recourse $ 9,609,391 $ 9,565,050
Security deposits, deferred credits and other payables 722,360 684,632
Deferred income 924,236 828,530
Due to affiliates, net 551,276 594,982
Minority interests in consolidated joint ventures 53,785 58,561
--------------- --------------
Total liabilities 11,861,048 11,731,755
--------------- --------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (487,390) (482,075)
Limited partners (607,856 units outstanding,
$100 per unit original issue price) 3,720,808 4,247,000
--------------- --------------
Total partners' equity 3,233,418 3,764,925
--------------- --------------
Total liabilities and partners' equity $ 15,094,466 $ 15,496,680
=============== ==============
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)
2004 2003
---- ----
Revenues
Rental income $ 236,454 $ 249,001
Finance income 20,558 304,637
Net gain on sales of equipment 205,400 310,917
Interest income and other 3,193 198,439
Loss from investments in
unconsolidated joint ventures (14,611) (11,379)
---------------- ---------------
Total revenues 450,994 1,051,615
---------------- ----------------
Expenses
Depreciation 399,967 399,967
Interest 313,237 308,627
General and administrative 48,312 204,904
Management fees - General Partner 22,893 97,972
Administrative expense reimbursements - General Partner 9,190 74,179
Amortization of initial direct costs and other 412 6,094
Minority interest expense (income) 46,756 (54,322)
---------------- ---------------
Total expenses 840,767 1,037,421
---------------- ---------------
Net (loss) income $ (389,773) $ 14,194
================ ===============
Net (loss) income allocable to:
Limited partners $ (385,875) $ 14,052
General Partner (3,898) 142
---------------- ---------------
$ (389,773) $ 14,194
================ ===============
Weighted average number of limited
partnership units outstanding $ 607,856 607,856
================ ================
Net (loss) income per weighted average
limited partnership unit $ (.63) $ .02
=============== ===============
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 Three Months Ended March 31, 2004
(unaudited)
Limited Partner Distributions
-----------------------------
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at
January 1, 2004 $ 4,247,000 $ (482,075) $ 3,764,925
Cash distributions
to partners $ .23 $ - (140,317) (1,417) (141,734)
Net loss (385,875) (3,898) (389,773)
--------------- ------------- ----------------
Balance at
March 31, 2004 $ 3,720,808 $ (487,390) $ 3,233,418
=============== ============= ================
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)
2004 2003
---- ----
Cash flows from operating activities:
Net (loss) income $ (389,773) $ 14,194
---------------- ---------------
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation 399,967 399,967
Rental income - paid directly to lender by lessee (225,000) (225,000)
Finance income portion of receivables paid directly
to lenders by lenders to lessees - (14,886)
Amortization of initial direct costs 412 6,094
Net gain on sales of equipment (205,400) (310,917)
Interest expense on non-recourse financing paid
directly by lenders to lessees 310,958 294,390
Loss from investments in unconsolidated joint ventures 14,611 11,379
Minority interest expense (income) in consolidated joint ventures 46,756 (54,322)
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 193,483 1,586,189
Other assets, net - 329,652
Security deposits deferred credits, and other payables 37,728 (982,770)
Deferred income 95,706 (1,471)
Due to General Partner and affiliates (43,706) 37,594
---------------- --------------
Total adjustments 625,515 1,075,899
---------------- --------------
Net cash provided by operating activities 235,742 1,090,093
---------------- --------------
Cash flows from investing activities:
Proceeds from sales of equipment 206,128 437,352
Distributions received from unconsolidated joint ventures 709 -
Distributions to minority interests in consolidated joint ventures (51,532) -
---------------- --------------
Net cash provided by investing activities 155,305 437,352
---------------- --------------
Cash flows from financing activities:
Principal payments on non-recourse notes payable (41,617) (1,188,581)
Cash distributions to partners (141,734) (836,582)
---------------- --------------
Net cash used in financing activities (183,351) (2,025,163)
---------------- --------------
Net increase (decrease) in cash and cash equivalents 207,696 (497,718)
Cash and cash equivalents at beginning of period 80,318 746,808
---------------- ---------------
Cash and cash equivalents at end of period $ 288,014 $ 249,090
================ ===============
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, 2004 and 2003, non-cash activities
included the following:
2004 2003
---- ----
Principal and interest on direct finance receivables
paid directly to lenders by lessees $ - $ 139,825
Rental income on operating lease receivables
paid directly to lender by lessee 225,000 225,000
Principal and interest on non-recourse
debt paid directly to lender by lessee (225,000) (364,825)
----------- -----------
$ - $ -
=========== ===========
Interest expense on non-recourse financing accrued or
paid directly to lenders by lessees $ 310,958 $ 294,390
Other interest paid 2,279 14,237
----------- -----------
Total interest expense $ 313,237 $ 308,627
=========== ===========
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, 2004
(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 2003 Annual Report
on Form 10-K. Certain 2003 amounts have been reclassified to conform to the 2004
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 and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the three months ended March 31, 2004 and 2003
were as follows:
2004 2003
---- ----
Management fees $ 22,893 $ 97,972 Charged to operations
Administrative expense
reimbursements 9,190 74,179 Charged to operations
----------- -----------
Total $ 32,083 $ 172,151
=========== ===========
For the quarter ended March 31, 2004, the Partnership had a net payable of
$551,276 due to affiliates. The majority of this payable is due to ICON
Receivables 1998-A Inc. ("1998-A") for rents collected on behalf of 1998-A.
The Partnership and its affiliates have formed five joint ventures for the
purpose of acquiring and managing various assets. The Partnership and its
affiliates have identical investment objectives and participate on the same
terms and conditions. (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. Joint Ventures
The Partnership and its affiliates formed five joint ventures for the
purpose of acquiring and managing various assets. The Partnership and its
affiliates have identical investment objectives and participate on the same
terms and conditions. The Partnership has a right of first refusal to purchase
the equipment, on a pro-rata basis, if any of the affiliates desire to sell
their interest in the equipment.
Consolidated Joint Ventures
The two joint ventures described below are majority owned and are
consolidated with the Partnership.
ICON Cash Flow Partners L.L.C.
------------------------------
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. ("ICON Cash Flow LLC") for the purpose of acquiring and managing an
aircraft on lease with a U.S. based commercial airline. The Partnership and L.P.
Six acquired interests of 99% and 1%, respectively, in ICON Cash Flow LLC. In
1997, upon the scheduled termination of the lease, the aircraft was remarketed
to Aerovias de Mexico, S.A. de C.V. ("Aeromexico") under a lease that originally
was scheduled to expire in October 2002, but has been since extended twice under
an extension agreement. ICON Cash Flow LLC acquired the aircraft, assuming
non-recourse debt and utilizing cash received from the Partnership and L.P. Six.
Profits, losses, excess cash and disposition proceeds of the joint venture 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. L.P. Six's investment in ICON Cash
Flow LLC is reflected as minority interest in joint venture on the Partnership's
consolidated balance sheets and as minority interest (income) expense on its
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") for the purpose of securitizing the cash flow collections from a
portfolio of leases. 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 have been recorded as minority interests in
consolidated joint ventures on the condensed consolidated balance sheets and
statements of operations.
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 on lease with a U.S. based commercial airline. The
Partnership and L.P. Six acquired interests of 1% and 99%, respectively, in ICON
Cash Flow LLC II. In 1997, upon the scheduled termination of the lease, the
aircraft was remarketed to Aeromexico. This lease originally was scheduled to
expire in November 2002, but has since been extended twice under an extension
agreement. ICON Cash Flow LLC II acquired the aircraft, assuming non-recourse
debt and utilizing cash 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 outstanding non-recourse debt at March 31, 2004 was
$9,183,162.
Information as to the unaudited results of operations for the three months
ended March 31, 2004 and 2003 is summarized below:
Three Months Ended Three Months Ended
March 31, 2004 March 31, 2003
-------------- --------------
Net loss $ (503,404) $ (425,556)
============== ===============
Partnership's share of net loss $ (5,034) $ (4,256)
============== ===============
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 which was on lease to Continental Airlines,
Inc. The aircraft is a 1976 McDonnell Douglas DC-10-30 with an original cost of
$11,429,751. The original lease, which was accounted for as a leveraged lease,
expired on April 30th 2003. Effective May 1, 2003, the aircraft was re-leased to
World Airlines, Inc. on a "power-by-the-hour" basis. 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.
Information as to the unaudited results of operations for the three months
ended March 31, 2004 and 2003 is summarized below:
Three Months Ended Three Months Ended
March 31, 2004 March 31, 2003
-------------- -------------
Net (loss) income $ (67,941) $ 118,340
============= =============
Partnership's share of net (loss) income $ (679) $ 1,183
============= =============
Distributions $ 70,944 $ -
============= =============
Partnership's share of distributions $ 709 $ -
============= =============
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes to Unaudited Consolidated Financial Statements - Continued
ICON Receivables 1997-A LLC
---------------------------
In March and September 1997, the Partnership and affiliates, ICON Cash Flow
Partners, L.P., Series D ("Series D"), L.P. Six and L.P. Seven, contributed and
assigned equipment lease and finance receivables and residuals to ICON
Receivables 1997-A LLC ("1997-A") for the purpose of securitizing the cash flow
collections from a portfolio of leases. As of March 31, 2004, 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.
Information as to the unaudited results of operations for the three months
ended March 31, 2004 and 2003 is summarized below:
Three Months Ended Three Months Ended
March 31, 2004 March 31, 2003
-------------- --------------
Net loss $ (28,530) $ (26,631)
============= =============
Partnership's share of net loss $ (8,898) $ (8,306)
============= =============
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
March 31, 2004
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 and notes dated
December 31, 2003 included in the Partnership's annual report on Form 10-K.
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, 2004 and 2003
- ------------------------------------------------------------------------
Revenues for the three months ended March 31, 2004 ("2004 Quarter") were
$450,994, representing a decrease of $600,621 or 57.1% from the three months
ended March 31, 2003 ("2003 Quarter"). The decrease in revenues resulted partly
from a decrease in finance income of $284,079, which was due to the continued
reduction in the average size of the finance lease portfolio. Other income also
decreased by $195,246, which was primarily due to a residual notes obligation
adjustment in the 2003 Quarter which did not occur in the 2004 Quarter. Net gain
on sales of equipment also decreased by $105,517 due to the receipt of less
proceeds on sales of equipment.
Expenses for the 2004 Quarter were $840,767, representing a decrease of
$196,654 or 19% from the 2003 Quarter. The decrease in expenses was primarily
the result of a decrease in general and administrative expenses of $156,592,
principally due to a reduction in professional fees as the Partnership's level
of activity in remarketing continues to decrease. Management fees and
administrative expense reimbursements also decreased, by $75,079 and $64,989,
respectively, as a result of the reduction in the average size of the
Partnership's lease portfolio. Offsetting these decreases was an increase in
minority interest expense in consolidated joint ventures of $101,078, which is a
function of the level of income in the consolidated joint ventures.
Net (loss) income for the 2004 Quarter and 2003 Quarter was $(389,773) and
$14,194, respectively. The net (loss) income per weighted average limited
partnership unit was $(.63) and $.02 for the 2004 Quarter and 2003 Quarter,
respectively.
Liquidity and Capital Resources
The Partnership's primary sources of liquidity for the three months ended
March 31, 2004 and 2003 was net cash provided by operating activities of
$235,742 and $1,090,093, respectively, and proceeds from sales of equipment of
$206,128 and $437,352, respectively. These funds, as well as funds held in
reserve by the Partnership, were used to pay cash distributions and make debt
repayments.
Cash distributions to partners for the 2004 Quarter and 2003 Quarter
totaled $141,734 and $836,582, respectively. Debt repayments for the 2004
Quarter and 2003 Quarter totaled $41,617 and $1,188,581, respectively. In the
2004 Quarter, distributions to minority interests were made for $51,532.
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
March 31, 2004
From time to time the Partnership will invest in industries, equipment, or
geopolitical regions that may be subject to outside influences that may affect
the Partnership's investments. While these factors are considered when the
investments are made, unforeseen events such as those that occurred on September
11, 2001 can have far-reaching and unpredictable adverse consequences. The
following is a discussion of some assets that may fall into this category.
Aircraft: The Partnership is the lessor of a McDonald Douglas MD-83
aircraft on lease to Aerovias de Mexico, S.A. de C.V. ("Aeromexico"). The value
of this equipment is subject to the fluctuations of the airline industry, which
are greatly influenced by a number of factors including, but not limited to, the
global economy, fuel prices, political instability, terrorist activity, and
epidemics such as SARS. The Fund is also the lessor of aircraft rotables, the
value of which are tied directly to the state of the aircraft market.
The Partnership's cash flow from operating activities may be less than the
Partnership's current level of expenses. To the extent that cash flow is
insufficient to pay such expenses, the Partnership may be required to sell
assets prior to maturity or borrow against future cash flows.
The Partnership's non-recourse debt balance on March 31, 2004 of $9,609,391
includes a note payable of $9,488,961 which is secured by the aircraft on lease
to Aeromexico and which matured in January 2004. Although the maturity date has
passed, the Partnership has been negotiating with the lender to extend the
maturity date to conform with that of the lease expiration date of January 2005.
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, 2004, except as noted above, and to the best of our
knowledge, 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 investors.
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)
March 31, 2004
The Partnership manages its exposure to equipment and residual risk by
monitoring the equipment leasing market and maximizing the re-marketing proceeds
received through re-leasing or sale of equipment.
Item 4. Controls and Procedures
The Partnership carried out an evaluation, under the supervision and with
the participation of management of ICON Capital Corp., the General Partner of
the Partnership, including the Chief Executive Officer and the Principal
Financial Officer, of the effectiveness of the design and operation of the
Partnership's disclosure controls and procedures as of the end of the period
covered by this report pursuant to the Securities Exchange Act of 1934. Based
upon the evaluation, the Chief Executive Officer and the Principal Financial
Officer concluded that the Partnership's disclosure controls and procedures were
effective.
There were no significant changes in the Partnership's internal control
over financial reporting during the Partnership's first quarter that have
materially affected, or are likely to materially affect, the Partnership's
internal control over financial reporting.
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
None
Exhibits
32.1 Certification of Chairman and Chief Executive Officer
32.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer.
33.1 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.
33.2 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.
May 17, 2004 /s/ Thomas W. Martin
- ------------------------ ----------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer of
the General Partner of the Registrant)
Exhibit 32.1
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
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-15e and 15d-15e) for the registrant and we 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
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 and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this quarterly report based on
such evaluation; 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;
d) disclosed in this report any change in the registrant's control over
financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the board of directors of the Corporate
Manager (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the Partnership 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 registrant's internal
controls over financial reporting.
Dated: May 17, 2004
/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
Exhibit 32.2
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
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-15e and 15d-15e) for the registrant and we 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
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 and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this quarterly report based on
such evaluation; 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;
d) disclosed in this report any change in the registrant's control over
financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the board of directors of the Corporate
Manager (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the Partnership 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 registrant's internal
controls over financial reporting.
Dated: May 17, 2004
/s/ Thomas W. Martin
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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, 2004
EXHIBIT 33.1
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, 2004 (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 17, 2004
/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, 2004
EXHIBIT 33.2
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, 2004 (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 17, 2004
/s/ Thomas W. Martin
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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