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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 2004
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or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
Commission File Number 33-44413
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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 (I.R.S. Employer
incorporation or organization) Identification Number)
100 Fifth Avenue, 10th floor, New York, New York 10011
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 418-4700
-----------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Units of limited
partnership interests
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 934 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [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
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last day of the registrant's most recently completed second fiscal quarter:
Not applicable. There is no established market for units of the registrant.
Table of Contents
Item
PART I
1. Business 3
2. Properties 4
3. Legal Proceedings 4
4. Submission of Matters to a Vote of Security Holders 4
PART II
5. Market for the Registrant's Securities and Related Security Holder Matters 5
6. Selected Consolidated Financial Data 6
7. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations 7-16
7A. Qualitative and Quantitative Disclosures About Market Risk 16
8. Consolidated Financial Statements 17-35
9. Changes in and Disagreements with Accountants on Accounting and Financial 35
Disclosure
9A. Controls and Procedures 35
9B. Other Information 35
PART III
10. Directors and Executive Officers of the Registrant's General Partner 36-37
11. Executive Compensation 37
12. Security Ownership of Certain Beneficial Owners and Management 37
13. Certain Relationships and Related Transactions 38
14. Principal Accountant Fees and Services 38
PART IV
15. Exhibits, Financial Statement Schedules 39
SIGNATURES 40
Certifications 41-44
2
PART I
Item 1. Business
General Development of Business
ICON Cash Flow Partners, L.P., Series E (the "Partnership") was formed in
November 1991 as a Delaware limited partnership. When used in this report, the
terms "we" "us" and "our" refers to the Partnership.
Our maximum offering was $80,000,000 and we commenced business operations
on our initial closing date, July 6, 1992, with the admission of 13,574.17
limited partnership units at $100 per unit representing $1,357,417 of capital
contributions. Between July 7, 1992 and July 31, 1993 (the final closing date),
596,837.34 additional units were admitted bringing the total admissions to
610,411.51 units aggregating $61,041,151 in capital contributions. Between 1994
and 2004, we redeemed 2,556 limited partnership units leaving 607,855.51 limited
partnership units outstanding at December 31, 2004.
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 our equipment leases and financing transactions under
the terms of a management agreement.
Segment Information
We have only one operating segment: the business of owning equipment
subject to leases with companies that we believe to be creditworthy.
Narrative Description of Business
We are an equipment leasing income fund. Our principal investment objective
is to obtain the maximum economic return from our investments for the benefit of
our partners. To achieve this objective we have: (i) acquired a diversified
portfolio of leases and financing transactions; (ii) made monthly cash
distributions to our partners commencing with each partner's admission to the
Partnership, continuing through the reinvestment period, which ended on July 31,
1998, (iii) re-invested substantially all undistributed cash from operations and
cash from sales of equipment and financing transactions during the reinvestment
period; and (iv) are selling our investments and distributing the cash from
sales of such investments to our partners after the end of the reinvestment
period, which is the disposition period.
Our reinvestment period ended July 31, 1998. During the disposition period,
we have and will continue to distribute substantially all distributable cash
from operations and equipment sales to the partners and begin the orderly
termination of its operations and affairs. We have not and will not invest in
any additional new finance or lease transactions during the disposition period.
At December 31, 2004 and 2003, we had total assets of $11,762,907 and
$15,496,680, respectively. During the year ended December 31, 2004, our total
revenue was $1,148,803, which was principally derived from one lease which
accounted for 95% of our rental income. We incurred a net loss for the year
ended December 31, 2004 of $1,539,695. For the year ended December 31, 2003, our
total revenue was $2,172,265, which was principally derived from two leases
which accounted for 85% of our rental income. We incurred a net loss for the
year ended December 31, 2003 of $2,892,420. For the year ended December 31,
2002, our total revenue was $5,853,738, which was principally derived from two
leases which accounted for 99% of our rental income. We incurred net income for
the year ended December 31, 2002 of $2,301,648.
We have no direct employees. The General Partner has full and exclusive
control over our management and operations.
3
Our Competition
The equipment leasing industry is highly competitive. When seeking leasing
transactions for acquisition or sale, we compete with leasing companies,
manufacturers that lease their products directly, equipment brokers and dealers
and financial institutions, including commercial banks and insurance companies.
Many competitors are larger than us and have greater financial resources than we
do.
Lease Transactions
For the years ended December 31, 2004, 2003 and 2002 we did not finance or
purchase any new equipment.
During January 2005 our lease, and the related non-recourse note payable,
for a McDonnell Douglas MD-83 Aircraft (the "Aircraft") with Aerovias de Mexico,
S.A. de C.V. ("Aeromexico") expired. The lessee has continued to operate the
Aircraft and has made monthly rental payments in accordance with the terms of
the expired lease. The lender has a security interest in the Aircraft and an
assignment of the rental payments under the lease so the payments being made by
the lessee are used to pay amounts due under the non-recourse note payable that
was due January 2005. We are currently negotiating to transfer title of the
Aircraft to the lender in payment of the balance of the outstanding non-recourse
debt. The outstanding balance of the non-recourse debt secured by this Aircraft
was $9,674,432 at December 31, 2004.
Available Information
Our Annual Reports on Form 10-K and our most recent Quarterly Reports on
Form 10-Q and amendments to those reports, if any, are available free of charge
on our internet website at http://www.iconcapital.com as soon as reasonably
practicable after such reports are electronically filed with or furnished to the
Securities and Exchange Commission. The information contained on our website is
not deemed to be part of this Annual Report on Form 10-K. This information is
also available on the Securities and Exchange Commission's website, at
http://www.sec.gov.
Item 2. Properties
We neither own nor lease office space or any other real property in our
business at the present time.
Item 3. Legal Proceedings
In the ordinary course of conducting our business, there may be certain
claims, suits, and complaints filed against us. In the opinion of management,
the outcome of such matters, if any, will not have a material impact on our
consolidated financial position or results of operations. No material legal
proceedings are currently pending against us or against any of our assets.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter 2004.
4
PART II
Item 5. Market for the Registrant's Securities and Related Security Holder
Matters
Our limited partnership units are not publicly traded nor is there
currently a market for our limited partnership units. It is unlikely that any
such market will develop.
Number of Equity Security Holders
Title of Class as of March 18, 2005
--------------------------- -----------------------------------
General Partner 1
Limited Partners 3,710
We do not, in the normal course of business, pay dividends. We did pay
monthly distributions to our partners beginning with their admission to the
Partnership through the termination of the operating period, which was July 31,
1998. Since the termination of the operating period we have paid distributions
as our cash flow permits. For the years ended December 31, 2004, 2003 and 2002,
we paid distributions to our limited partners totaling $299,372, $1,621,978 and
$2,594,024, respectively. For the years ended December 31, 2004, 2003 and 2002
we paid distributions to our general partner totaling $3,024, $16,383 and
$26,202, respectively. During March 2005, we paid a distribution to our limited
partners of $499,969 and a distribution to our General Partner of $5,050.
Our reinvestment period ended July 31, 1998. During the disposition period,
we have and will continue to distribute substantially all distributable cash
from operations and equipment sales to the partners and begin the orderly
termination of our operations and affairs. We have not and will not invest in
any additional new finance or lease transactions during the disposition period.
In order for National Association of Securities Dealers ("NASD") members
and their associated persons to have participated in the offering and sale of
interests in limited partnership units (the "Units") pursuant to the fourth
offering or to participate in any future offering of our Units, we are required
pursuant to NASD Rule 2710(c)(6) to disclose in each annual report distributed
to our limited partners a per unit estimated value of our Units, the method by
which we developed the estimated value and the date used to develop the
estimated value. In addition, our General Partner must prepare annual statements
of our estimated Unit values to assist fiduciaries of retirement plans subject
to the annual reporting requirements of the Employee Retirement Income Security
Act ("ERISA") in the preparation of their reports relating to an investment in
our Units. For these purposes, the estimated value of our Units is deemed to be
$4.74 per Unit at September 30, 2004.
This estimate was based on the amount of remaining undiscounted lease
payments on our existing leases, the booked estimated residual values of the
equipment held by us upon the termination of those leases and our cash on hand.
From this amount we then subtracted our total debt outstanding and then divided
that sum by the total number of Units outstanding. This valuation was based
solely on the General Partner's perception of market conditions and the types
and amounts of our assets. No independent valuation was sought. However, as set
forth below, there is no significant public trading market for our Units at this
time, and there can be no assurance that limited partners could receive $4.74
per Unit if such a market did exist and they sold their Units or that they will
be able to receive such amount for their Units in the future. The foregoing
valuation was performed solely for the ERISA and NASD purposes described above.
There is no market for our Units, and, accordingly, this value does not
represent an estimate of the amount a limited partner would receive if he were
to seek to sell his Units. Furthermore, there can be no assurance as to the
amount we may actually receive if and when we seek to liquidate our assets or
the amount of lease payments and equipment disposition proceeds we will actually
receive over our remaining term. Our limited partnership interests are not
publicly traded nor is there currently a market for our limited partnership
units. It is unlikely that any such market will develop.
5
Item 6. Selected Consolidated Financial Data
The Selected Consolidated Financial Data should be read together with our
audited consolidated financial statements and accompanying notes included in
Item 8, Financial Statements and Supplementary Data.
Year Ended December 31,
---------------------------------------
2004 2003 2002 2001 2000
---- ---- ---- ---- ----
Total revenue $ 1,148,803 $ 2,172,265 $ 5,853,738 $ 5,387,932 $ 6,532,679
================ ================= ============= ============ ==========
Net (loss) income (a) $ (1,539,695) $ (2,892,420) $ 2,301,648 $( 1,395,324) $ 96,430
================== ================== ============= ============= ==========
Net (loss) income allocable
to limited partners (a) $ (1,524,298) $ (2,863,496) $ 2,278,632 $(1,381,371) $ 392,466
================= ================== ============= ============= ==========
Net (loss) income allocable
to general partner (a) $ (15,397) $ (28,924) $ 23,016 $ (13,953) $ 3,964
================= ================== ============= ============= ==========
Weighted average number of limited
partnership units outstanding 607,856 607,856 607,856 607,856 607,856
================ ================= ============= ============= ===========
Net (loss) income per weighted
average limited
partnership unit (a) $ (2.51) $ (4.71) $ 3.75 $ (2.27) $ 0.65
================ ================= ============= ============= ==========
Distributions to
limited partners $ 299,372 $ 1,621,978 $ 2,594,024 $ 1,356,383 $ 3,672,173
================ ================== ============== ============= ===========
Distributions per weighted
average limited partner unit $ 0.49 $ 2.67 $ 4.27 $ 2.23 $ 6.04
================ ================== ============== ============= ===========
Distributions to the
general partner $ 3,024 $ 16,383 $ 26,202 $ 13,564 $ 37,091
================ ================== ============== ============= ===========
December 31,
---------------------------
2004 2003 2002 2001 2000
---- ---- ---- ---- ----
Total assets $11,762,907 $15,496,680 $22,507,394 $32,783,624 $46,154,746
=========== =========== =========== =========== ============
Notes payable $ 9,674,432 $ 9,565,050 $11,352,510 $21,862,616 $32,116,840
=========== =========== =========== =========== ===========
Partners' equity $ 1,922,834 $ 3,764,925 $ 8,295,706 $ 8,614,284 $11,379,555
=========== =========== =========== =========== ===========
(a) During the year ended December 31, 2003 we recorded an impairment loss
of $1,500,000 or $2.47 per weighted average limited partnership unit.
6
Item 7. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information - Certain statements within this document may
constitute forward-looking statements within the meaning 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. We believe 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. Any such forward-looking
statements are subject to risks and uncertainties and our future results of
operations could differ materially from historical results or current
expectations. Some of these risks are discussed in this report, and include,
without limitation, fluctuations in oil and gas prices; level of fleet additions
by competitors and industry overcapacity; changing customer demands for
aircraft; acts of terrorism; unsettled political conditions, war, civil unrest
and governmental actions, and environmental and labor laws. Our actual results
could differ materially from those anticipated by such forward-looking
statements due to a number of factors, some of which may be beyond our control,
including, without limitation:
o changes in our industry, interest rates or the general economy;
o the degree and nature of our competition;
o availability of qualified personnel;
o cash flows from operating activities may be less than our current
level of expenses and debt obligations; o the financial condition of
lessees; and o lessee defaults.
a. Overview
We are an equipment leasing business formed on November 7, 1991 which began
active operations in July 6, 1992. We primarily engage in the business of
acquiring equipment subject to lease and, to a lesser degree, acquiring
ownership rights to items of leased equipment at lease expiration. Some of our
equipment leases were acquired for cash and provided current cash flow, which we
refer to as "income" leases. The majority of the purchase price of our other
equipment leases was financed, so these leases generated little or no current
cash flow because substantially all of the rental payments received from a
lessee were paid to a lender. For these "growth" leases, we anticipate that the
future value of the leased equipment will exceed the cash portion of the
purchase price paid for the equipment. We are currently in our disposition
period, wherein we are seeking to sell our assets in the ordinary course of
business.
7
Capital Resources and Liquidity
We invested most of the net proceeds from our offering in items of
equipment subject to a lease. After the net offering proceeds were invested,
additional investments were made with the cash generated from our initial
investments to the extent that cash was not needed for expenses, reserves and
distributions to investors. The investment in additional equipment in this
manner is called "reinvestment." After the "reinvestment period," we began
selling our assets in the ordinary course of business during a time frame called
the "disposition period." If we believe it would benefit investors to reinvest
our cash flow in equipment during the disposition period, we may do so, but we
will not incur any additional fees to the General Partner in connection with
such reinvestments.
Our current portfolio, which we own directly or through joint venture
investments with affiliates, consists primarily of the following:
Air Transportation Industry:
o We have a 99% interest in one McDonnell Douglas MD-83 aircraft subject
to lease with Aerovias de Mexico, S.A. de C.V. ("Aeromexico") with the
base term that expired in January 2005. Our contribution to the
purchase price was approximately $4,027,000 of cash and approximately
$16,244,000 of non-recourse debt.
o Aircraft rotable parts originally leased to Sabena SA. The equipment
is currently off lease and in the process of being remarketed. We
purchased the equipment for a cash contribution of $1,599,758.
Chemical Industry:
o We have a 25% interest in a sodium chlorate production facility
subject to lease with EKA Chemicals, Inc. The lease will expire on
July 2006, at which time title in the equipment will pass to EKA
Chemicals, Inc. Our contribution to the purchase price was $1,402,960
of cash and $526,499 of non-recourse debt.
Information Technology Equipment:
o We have a 100% interest in a portfolio consisting of various equipment
leases including information technology equipment, network equipment
and machine tooling equipment. The original transaction involved
acquiring a portfolio of 44 equipment lease schedules from Summit
Asset Management Limited ("Summit") for a cash contribution of
$2,077,181. The schedules were originally subject to leases with 22
lessees.
Substantially all of our recurring operating cash flows are generated from
the operations of the single-investor leases in our portfolio. On a monthly
basis, we deduct the expenses related to the recurring operations of the
portfolio from such revenues and assess the amount of the remaining cash flows
that will be required to fund known re-leasing or disposition costs and
equipment management costs. Any residual operating cash flows are considered
available for distribution to the investors.
Portfolio Activity
Aeromexico
The McDonnell Douglas MD-83 aircraft on lease to Aeromexico is subject to
non-recourse debt with FINOVA, bearing interest at 11.83% annually. Given the
current market for aircraft, the rent the lessee pays does not cover the loan
payments due, resulting in negative principal amortization. The net effect is
that it is highly unlikely, given the debt and aircraft market, that we will be
in a position to realize residual proceeds on this aircraft. Accordingly, we are
currently discussing with FINOVA the possibility of selling the aircraft back to
FINOVA in satisfaction of the outstanding non-recourse debt balance.
8
Sodium Chlorate Production Facility
This facility is currently on a one dollar buy out lease to EKA Chemicals,
Inc. We expect to receive three more semi-annual rental payments during January
2005, July 2005 and January 2006 for a total of $558,750.
Boeing 737 and Airbus A310 rotables
We currently own 65 Boeing 737 rotables and 58 Airbus A310 rotables which
were formerly on lease to Sabena Technics. Aircraft rotables are replacement
spare parts that are held in inventory by an airline. In aggregate, the sales of
these parts should generate between $2,000,000 and $3,000,000 of additional
proceeds. Subject to other risk factors described herein, we believe the values
to be relatively steady. The A310 rotables can be used on either A310-200s or
A310-300s which are being used by over 60 operators world-wide. Currently, we
are selling some of the rotables each month.
Swapbody Containers
We currently own 120 swapbody containers leased to Nedlloyd Unitrans GmbH.
The containers were purchased for a cash contribution of $721,413. The lease
originally expired on May 22, 2002 and has since been extended twice under
one-year renewals through May 22, 2004. The lessee agreed to purchase the
equipment during October 2004 for approximately $150,000, to be paid in four
equal installments with the final payment in January 2005, at which point title
of the equipment passed to the lessee.
Economic and Industry Factors
Our results continue to be impacted by a number of factors influencing the
United States of America's economy as well as the equipment leasing industry,
some of which are discussed below.
United States Economy
The economy of the United States of America appears to be recovering, and
the leasing industry's outlook for the foreseeable future is encouraging. We
foresee an increase in capital spending by corporations through 2007 which
should increase the pool of available leases, and to that end, we believe there
will be more opportunities in this market. Nonetheless, a key obstacle still
facing the leasing industry is the continued low interest rate environment,
which reduces leasing volume inasmuch as customers are more prone to purchase
than lease. Other factors which may negatively affect the leasing industry are
the proposed legal and regulatory changes that may affect tax benefits of
leasing and the continued misperception by potential lessees, stemming from
Enron, WorldCom and others, that leasing should not play a central role as a
financing alternative. However, as economic growth continues and interest rates
inevitably begin to rise over time, we are optimistic that more lessees will
return to the marketplace.
9
Chemical Manufacturing Industry
EKA Chemicals, Inc. is the world's largest producer of sodium chlorate,
which is an integral part of the bleaching process for wood pulp. EKA has nine
manufacturing plants throughout the United States of America as well as plants
in Brazil, Canada, Chile, Finland, France, Norway and Sweden. In general the
industries that use wood pulp; paper, paperboard and pulp products are expecting
the first half of 2005 to be positive and demand for these products to remain
strong throughout 2005.
Air Transportation Industry
The aircraft leasing industry has been on the downside of a business cycle
and continues to remain there. This has resulted in depressed sales prices for
assets such as our aircraft interests. It does not appear that the industry will
recover significantly in the very near future with the recent increases in the
price of gasoline and the fare wars within the air transportation industry. We
are optimistic that a recovery will occur within two to three years. However, a
further weakening of the industry could cause the proceeds realized from the
future sale of our aircraft to be even less than suggested by recent appraisals.
Critical Accounting Policies
An appreciation of our critical accounting policies is necessary to
understand our financial results. These policies may require the General Partner
to make difficult and subjective judgments regarding uncertainties, and as a
result, such estimates may significantly impact our financial results. The
precision of these estimates and the likelihood of future changes depend on a
number of underlying variables and a range of possible outcomes. We applied our
critical accounting policies and estimation methods consistently in all periods
presented. We consider the following accounting policies to be critical to our
business:
o Lease classification and revenue recognition
o Asset impairments
o Depreciation
Lease Classification and Revenue Recognition
The equipment we lease to third parties is classified either as a finance
lease, a leveraged lease, or an operating lease, which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related lease for both a finance lease and a leveraged lease.
For an operating lease, the initial direct costs are included as a component of
the cost of the equipment and depreciated.
For finance leases, we record, at lease inception, the total minimum lease
payments receivable from the lessee, the estimated unguaranteed residual value
of the equipment at lease termination, the initial direct costs related to the
lease and the related unearned income. Unearned income represents the difference
between the sum of the minimum lease payments receivable plus the estimated
unguaranteed residual minus the cost of the leased equipment. Unearned income is
recognized as finance income ratably over the term of the lease.
For leveraged leases, we record, at lease inception, our net investment in
the equipment which consists of the minimum lease payments receivable, the
estimated unguaranteed residual value of the equipment at lease termination and
the initial direct costs related to the lease, net of the unearned income and
principal and interest on the related non-recourse debt. Unearned income is
recognized as income over the life of the lease at a constant rate of return on
the positive net investment.
For operating leases, income is recorded as rental income and is recognized
on the straight line method over the lease term.
10
Our General Partner has an Investment Committee that approves each new
equipment acquisition. As part of their process they determine the residual
value to be used once the acquisition has been approved. The factors considered
in determining the residual value include, but are not limited to, the
creditworthiness of the potential lessee, the type of equipment being
considered, how the equipment is integrated into the potential lessees business,
the length of the lease and industry in which the potential lessee operates.
Residual values are reviewed in accordance with our policy to review all
significant assets in our portfolio.
Asset Impairments
The significant assets in our asset portfolio are periodically reviewed, at
least annually, by management, to determine whether events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable. Management uses qualified third party appraisers to assist in the
review process. An impairment loss will be recognized if the carrying amount of
a long-lived asset is not recoverable and exceeds its fair value. In such
circumstances, we will estimate the future cash flows (undiscounted and without
interest charges) expected to result from the use of the asset and its eventual
disposition. Future cash flows are the future cash inflows expected to be
generated by an asset less the future outflows expected to be necessary to
obtain those inflows. An impairment loss will be measured as the amount by which
the carrying amount of a long-lived asset exceeds its fair value.
The events or changes in circumstances which generally indicate that an
asset may be impaired are (i) the estimated fair value of the underlying
equipment is less than our carrying value or (ii) the lessee is experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the disposition of the asset will be sufficient to satisfy the remaining
obligation to the lender and our residual position in the asset. Generally in
the latter situation, the residual position relates to equipment subject to
third party notes payable where the lessee remits their rental payments directly
to the lender and we do not recover our residual position until the note payable
is repaid in full.
Depreciation
We record depreciation expense on equipment classified as an operating
lease. In order to calculate depreciation we first determine the depreciable
equipment cost, which is the cost less estimated salvage value. The estimated
salvage value is our estimate of the value of the equipment at lease
termination. The estimated residual value is reviewed annually, by management,
to determine whether an impairment charge may be required. Management uses
qualified third party appraisers to assist in the review process. Depreciation
expense is recorded ratably over the term of the related lease.
11
New Accounting Pronouncements
During December 2004, the FASB issued SFAS No. 153 "Exchanges of
Nonmonetary Assets--an amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
is based on the principle that exchanges of nonmonetary assets should be
measured based on the fair value of the assets exchanged. The guidance in
Opinion 29, however, included certain exceptions to that principle. This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of similar productive assets and replaces it with a general exception for
exchanges of nonmonetary assets that do not have commercial substance. SFAS 153
is effective for nonmonetary exchanges occurring in fiscal periods beginning
after June 15, 2005. We do not expect the adoption of SFAS 153 to have an impact
on our financial position or results of operations.
Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying consolidated financial statements.
b. Results of Operations for the Years Ended December 31, 2004 ("2004") and 2003
("2003")
Revenue for 2004 and 2003 are summarized as follows:
Years Ended December 31,
----------------------------------
2004 2003 Change
---- ---- ------
Total revenue $ 1,148,803 $ 2,172,265 $ (1,023,462)
================ =============== ===============
Rental income $ 948,108 $ 1,085,543 $ (137,435)
Finance income $ 38,951 $ 466,013 $ (427,062)
Net (loss) gain on sales of equipment $ (939,642) $ 309,286 $ (1,248,928)
Loss from investments in
joint ventures $ (65,373) $ (86,852) $ 21,479
Interest income and other $ 1,166,759 $ 398,275 $ 768,484
Revenues for 2004 decreased by $1,023,462, or 47%, as compared to 2003. The
decrease in rental income was due primarily to lease terminations in the Summit
portfolio. Finance income decreased due to the continued reduction in the
average size of the finance lease portfolio. Net (loss) gain on sales of
equipment decreased to a loss from a gain due to a larger number of terminations
in the current year, a number of which terminated at a loss. The majority of the
net loss on sales of equipment, approximately $697,500, originated from our
majority owned subsidiary, ICON Receivables 1997-B LLC, and was the result of
approximately 170 small leases that were terminated during 2004. The increase in
interest income and other relates primarily to revised estimates, from our
majority owned subsidiary, where certain liabilities relating to previously
terminated leases were deemed by us to no longer be valid at December 31, 2004.
Expenses for 2004 and 2003 are summarized as follows:
Years Ended December 31,
------------------------------------------
2004 2003 Change
---- ---- ------
Total expenses $ 2,688,498 $ 5,064,685 $ (2,376,187)
================ ============= ===============
Depreciation $ 1,199,900 $ 1,599,866 $ (399,966)
Impairment loss $ - $ 1,500,000 $ (1,500,000)
Interest $ 1,175,309 $ 1,160,763 $ 14,546
General and administrative $ 218,354 $ 575,104 $ (356,750)
Management fees - General Partner $ 70,427 $ 208,593 $ (138,166)
Administrative expense reimbursements -
General Partner $ 32,923 $ 128,341 $ (95,418)
Amortization of initial direct costs $ 1,533 $ 11,674 $ (10,141)
Reversal of provision for bad debts $ (27,928) $ - $ (27,928)
Minority interest $ 17,980 $ (119,656) $ 137,636
12
Expenses for 2004 decreased by $2,376,187, or 47%, over 2003. The decrease
in expenses is a result of overall reduced fund activity. The decrease in
depreciation is due to management's decision to discontinue depreciation on the
Aeromexico aircraft at October 1, 2004 due to the value of the aircraft
approximating its fair value at that time. The decrease in impairment loss is
due to an impairment charge on the Aeromexico aircraft in 2003 which was not
deemed necessary in 2004. The decrease in general and administrative expenses
was primarily due to a reduction in professional fees due to the above mentioned
reduction in fund activity. The decreases in management fees - General Partner
and administrative expense reimbursements - General Partner were a result of the
reduction in the average size of the Partnership's lease portfolio. The increase
in minority interest is a function of the level of income or loss in the
consolidated joint ventures, particularly in 1997-B.
Net Loss
As a result of the foregoing factors, net loss in 2004 and 2003 was
$1,539,695 and $2,892,420, respectively. The net loss per weighted average
number of limited partnership units outstanding was $2.51 and $4.71, for 2004
and 2003, respectively.
c. Results of Operations for the Years Ended December 31, 2003 ("2003") and 2002
("2002")
Revenue for 2003 and 2002 are summarized as follows:
Years Ended December 31,
------------------------------
2003 2002 Change
---- ---- ------
Total revenue $ 2,172,265 $ 5,853,738 $ (3,681,473)
================== ================ ==============
Rental income $ 1,085,543 $ 2,547,841 $ (1,462,298)
Finance income $ 466,013 $ 915,583 $ (449,570)
Net gain (loss) on sales of equipment $ 309,286 $ (14,300) $ 323,586
(Loss) income from investments
in joint ventures $ (86,852) $ 49,797 $ (136,649)
Interest income and other $ 398,275 $ 2,354,817 $ (1,956,542)
Revenues for 2003 decreased by $3,681,473, or 63%, as compared to 2002. The
decrease in rental income was due primarily to the expiration of operating
leases and the subsequent sale of the underlying equipment. Finance income
decreased due to the reduction in the average size of the finance lease
portfolio. Net gain (loss) on sales of equipment increased from a loss to a
gain. (Loss) income from investments in joint ventures decreased from income to
a loss. Interest income and other decreased primarily to a residual sharing
adjustment in 2002, for which there was no corresponding transaction in 2003.
13
Expenses for 2003 and 2002 are summarized as follows:
Years Ended December 31,
------------------------------
2003 2002 Change
---- ---- ------
Total expenses $ 5,064,685 $ 3,552,090 $ 1,512,595
=============== ============== =============
Depreciation $ 1,599,866 $ 1,553,222 $ 46,644
Impairment loss $ 1,500,000 $ - $ 1,500,000
Interest $ 1,160,763 $ 1,428,860 $ (268,097)
General and administrative $ 575,104 $ 606,778 $ (31,674)
Management fees - General Partner $ 208,593 $ 354,788 $ (146,195)
Administrative expense
reimbursements - General Partner $ 128,341 $ 194,272 $ (65,931)
Amortization of initial direct costs $ 11,674 $ 61,569 $ (49,895)
Reversal of provision for bad debts $ - $ (700,000) $ 700,000
Minority interest $ (119,656) $ 52,601 $ (172,257)
Expenses for 2003 increased by $1,512,595, or 43%, over 2002. The increase
in impairment loss is due to an impairment charge on the Aeromexico aircraft in
2003 which was not deemed necessary in 2002. The decrease in interest is due to
a reduction in the average debt outstanding from 2002 to 2003. The decreases in
management fees - General Partner and administrative expense reimbursements -
General Partner were a result of the reduction in the average size of the
Partnership's lease portfolio. The provision for bad debts reversal in 2002 was
due to management's review of the allowance for doubtful accounts and the
conclusion that the allowance was overstated at that time. No such reversal was
deemed necessary in 2003. The decrease in minority interest is a function of the
level of income or loss in the consolidated joint ventures, particularly the
losses in 1997-B.
Net (Loss) Income
As a result of the foregoing factors, net (loss) income in 2003 and 2002
was $(2,892,420) and $2,301,648, respectively. The net (loss) income per
weighted average number of limited partnership units outstanding was $(4.71) and
$3.75, for 2003 and 2002, respectively.
d. Liquidity and Capital Resources
Sources of Cash
We believe that with the cash we have currently available, from cash being
generated from our leases and sales proceeds, we have sufficient cash to
continue our operations into the foreseeable future.
Our primary source of cash in 2004 and 2003 was from proceeds from sales of
equipment of $592,744 and $484,966, respectively and cash flows provided by
operations of $421,499 and $1,616,579, respectively.
Our primary cash outflows were cash distributions to partners and debt
repayments. We made distributions to limited partners for the years ended
December 31, 2004, 2003 and 2002 of $299,372, $1,621,978 and $2,594,024,
respectively. We made distributions to the General Partner for the years ended
December 31, 2004, 2003 and 2002 of $3,024, $16,383, and $26,202, respectively.
For additional information, please refer to our consolidated statements of cash
flows located in Item 8, Financial Statements and Supplementary Data.
14
Financings and Recourse Borrowings
At December 31, 2004, we are a party to non-recourse debt. The lender has a
security interest in our equipment and an assignment of the rental payments
under the lease. If the lessee were to default on the non-recourse debt the
equipment would be returned to the lender in extinguishment of the non-recourse
debt. For a further discussion of the non-recourse debt refer to Note 6 in our
consolidated financial statements located in Item 8, Financial Statements and
Supplementary Data.
We have not made any recourse borrowings, and we do not plan to rely on
financing to meet our current cash needs.
Distributions
Our reinvestment period ended on July 31, 1998, and the disposition period
commenced. During the disposition period we will distribute substantially all
distributable cash from operations and equipment sales to the partners and will
continue the orderly termination of our operations and affairs. We have not and
will not invest in any additional finance or lease transactions during the
disposition period. As a result of our entering into the disposition period,
future monthly distributions are expected to fluctuate depending on the amount
of asset sale and re-lease proceeds generated during the period.
We do not, in the normal course of business, pay dividends. We do pay
monthly distributions to our partners beginning with their admission to the
Partnership through the termination of the operating period, which was July 31,
1998. For the years ended December 31, 2004 and 2003, we paid distributions to
our limited partners totaling $299,372 and $1,621,978, respectively. For the
years ended December 31, 2004 and 2003, we paid distributions to our general
partner totaling $3,024 and $16,383, respectively. During March 2005, we paid a
distribution to our limited partners of $499,969 and a distribution to our
General Partner of $5,050.
Commitments
At December 31, 2004 we are a party to non-recourse debt that expired
during January 2005. The lender has a security interest in the Aircraft and an
assignment of the rental payments under the lease. Payments are being made by
the lessee directly to the lender on the non-recourse debt that was due January
2005. We are currently negotiating to transfer title of the Aircraft to the
lender for the outstanding balance of the non-recourse debt. At December 31,
2004 we had an outstanding balance of $9,674,432. Principal maturities of our
notes payable consist of the following at December 31, 2004:
Year Ending
December 31,
-------------------
January, 2005 $ 9,674,432
===============
15
Risks and Uncertainties
At December 31, 2004, except as noted above in the Overview section and
listed below, 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 our liquidity.
Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange Commission are risks and uncertainties that
could cause our actual results to differ materially from the results
contemplated by the forward-looking statements contained in this report and
other periodic statements we make, including but not limited to, the following:
o The market for aircraft is currently depressed due to an overabundance
of aircraft on the market resulting from the overall downturn in the
aviation industry following the events of September 11, 2001. While
the market for these aircraft is cyclical, there can be no assurance
that the market will recover. Failure of the market to recover
significantly may result in our inability to realize our investment in
the residuals of the aircraft in our portfolio.
o We may face difficulty remarketing the aircraft rotables. Aircraft
rotables are replacement spare parts that are held in inventory by an
airline. We own rotables for both the Boeing 737-300 aircraft and the
Airbus aircraft. We believe that over time we will be able to remarket
these rotables, but the aircraft industry has been in an overall down
cycle and we may face difficulty in remarketing these assets.
o Our operations are subject to the jurisdiction of a number of federal
agencies, including the Federal Aviation Administration. New
regulatory rulings may negatively impact our financial results and the
economic value of our assets.
e. Inflation and Interest Rates
The potential effects of inflation on us are difficult to predict. If the
general economy experiences significant rates of inflation, however, it could
affect us in a number of ways. We do not currently have or expect to have rent
escalation clauses tied to inflation in our leases. The anticipated residual
values to be realized upon the sale or re-lease of equipment upon lease
terminations (and thus the overall cash flow from our leases) may be expected to
increase with inflation as the cost of similar new and used equipment increases.
Item 7A. Qualitative and Quantitative Disclosures About Market Risk
We, like most other companies, are exposed to certain market risks, which
includes changes in interest rates and the demand for equipment (and the related
residuals) owned by us. We believe to the best of our knowledge that our
exposure to other market risks, including foreign currency exchange rate risk,
commodity risk and equity price risk, are insignificant, at this time, to both
our financial position and our results of operations.
In general, we manage our exposure to interest rate risk by obtaining fixed
rate debt. The fixed rate debt is structured so as to match the cash flows
required to service the debt to the payment streams under fixed rate lease
receivables. The payments under the leases are assigned to the lenders in
satisfaction of the debt. We may finance leases with a floating interest rate
and we are therefore exposed to interest rate risk until fixed rate financing is
arranged.
16
Item 8. Consolidated Financial Statements
Index to Financial Statements 17
Report of Independent Registered Public Accounting Firm 18
Consolidated Balance Sheets at December 31, 2004 and 2003 19-20
Consolidated Statements of Operations for the Years Ended
December 31, 2004, 2003 and 2002 21
Consolidated Statement of Changes in Partners' Equity for the Years Ended
December 31, 2002, 2003 and 2004 22
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2004, 2003 and 2002 23-24
Notes to Consolidated Financial Statements 25-35
17
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying consolidated balance sheets of ICON Cash Flow
Partners, L.P., Series E (a Delaware limited partnership) and subsidiaries as of
December 31, 2004 and 2003 and the related consolidated statements of
operations, changes in partners' equity and cash flows for each of the three
years in the period ended December 31, 2004. These consolidated financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ICON Cash Flow
Partners, L.P., Series E and subsidiaries as of December 31, 2004 and 2003 and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2004 in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 1, the Partnership's reinvestment period ended July 31,
1998 and its disposition period commenced. During the disposition period the
Partnership will distribute substantially all distributable cash from operations
and equipment sales to the partners and begin the orderly termination of its
operations and affairs.
/s/ Hays & Company LLP
March 17, 2005
New York, New York
18
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Balance Sheets
December 31,
ASSETS
2004 2003
---- ----
Cash and cash equivalents $ 598,455 $ 80,318
------------- -------------
Investments in finance leases:
Minimum rents receivable 617,849 1,466,112
Estimated unguaranteed residual values 55,813 1,266,007
Unearned income (10,437) (40,551)
Allowance for doubtful accounts (59,094) (578,391)
-------------- --------------
Net investments in finance leases 604,131 2,113,177
------------- --------------
Investments in operating leases:
Equipment, at cost 19,207,984 19,207,984
Accumulated depreciation (9,557,751) (8,357,851)
-------------- --------------
Net investments in operating leases 9,650,233 10,850,133
------------- -------------
Investments in financings:
Receivables due in installments - 2,446,433
Unearned income - (13,238)
Allowance for doubtful accounts - (1,405,763)
------------ ---------------
Net investments in financings - 1,027,432
------------ -------------
Equipment held for sale, net 852,283 1,199,179
Investments in joint ventures 57,805 126,594
Other assets, net - 99,847
------------ --------------
Total assets $ 11,762,907 $ 15,496,680
============= =============
See accompanying notes to consolidated financial statements.
19
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Balance Sheets
December 31,
LIABILITIES AND PARTNERS' EQUITY
2004 2003
---- -----
Notes and accrued interest payable - non-recourse $ 9,674,432 $ 9,565,050
Security deposits, deferred credits and other payables 135,917 684,632
Deferred rental income - 828,530
Due to affiliates, net 4,715 594,982
Minority interests 25,009 58,561
-------------- ---------------
Total liabilities 9,840,073 11,731,755
-------------- ----------------
Commitments and Contingencies
Partners' equity:
General Partner (500,496) (482,075)
Limited Partners (607,855.51 units outstanding,
$100 per share original issue price) 2,423,330 4,247,000
--------------- ----------------
Total partners' equity 1,922,834 3,764,925
-------------- ----------------
Total liabilities and partners' equity $ 11,762,907 $ 15,496,680
=============== =================
See accompanying notes to consolidated financial statements.
20
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Statements of Operations
Years Ended December 31,
2004 2003 2002
---- ---- ----
Revenue:
Rental income $ 948,108 $ 1,085,543 $ 2,547,841
Finance income 38,951 466,013 915,583
Net (loss) gain on sales of equipment (939,642) 309,286 (14,300)
(Loss) income from investments in joint ventures (65,373) (86,852) 49,797
Interest income and other 1,166,759 398,275 2,354,817
----------------- ---------------- ----------------
Total revenue 1,148,803 2,172,265 5,853,738
----------------- ---------------- ----------------
Expenses:
Depreciation 1,199,900 1,599,866 1,553,222
Impairment loss - 1,500,000 -
Interest 1,175,309 1,160,763 1,428,860
General and administrative 218,354 575,104 606,778
Management fees - General Partner 70,427 208,593 354,788
Administrative expense reimbursements -
General Partner 32,923 128,341 194,272
Amortization of initial direct costs 1,533 11,674 61,569
Reversal of provision for bad debts (27,928) - (700,000)
Minority interest 17,980 (119,656) 52,601
------------------ ----------------- ----------------
Total expenses 2,688,498 5,064,685 3,552,090
----------------- ---------------- ----------------
Net (loss) income $ (1,539,695) $ (2,892,420) $ 2,301,648
================== ================= ================
Net (loss) income allocable to:
Limited partners $ (1,524,298) $ (2,863,496) $ 2,278,632
General Partner (15,397) (28,924) 23,016
------------------ ------------------ ----------------
$ (1,539,695) $ (2,892,420) $ 2,301,648
================== ================== ================
Weighted average number of
limited partnership units outstanding 607,856 607,856 607,856
================= ================= ================
Net (loss) income per weighted average
limited partnership unit $ (2.51) $ (4.71) $ 3.75
================= ================= ===============
See accompanying notes to consolidated financial statements.
21
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Statement of Changes in Partners' Equity
Years Ended December 31, 2002, 2003 and 2004
Limited Partner Distributions
(Per weighted average unit) Total
Return of Investment Limited General Partners'
Capital Income Partners Partner Equity
------- ------ -------- ------- ------
Balance at January 1, 2002 $ 9,047,866 $ (433,582) $ 8,614,284
Cash distributions to partners $0.52 $3.75 (2,594,024) (26,202) (2,620,226)
Net income 2,278,632 23,016 2,301,648
------------- ------------- -------------
Balance, December 31, 2002 8,732,474 (436,768) 8,295,706
Cash distributions to partners $2.67 $ - (1,621,978) (16,383) (1,638,361)
Net loss (2,863,496) (28,924) (2,892,420)
------------- ------------- -------------
Balance, December 31, 2003 4,247,000 (482,075) 3,764,925
Cash distributions to partners $0.49 $ - (299,372) (3,024) (302,396)
Net loss (1,524,298) (15,397) (1,539,695)
-------------- ------------- -------------
Balance, December 31, 2004 $ 2,423,330 $ (500,496) $ 1,922,834
============== ============= =============
See accompanying notes to consolidated financial statements.
22
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
Years Ended December 31,
2004 2003 2002
---- ---- ----
Cash flows from operating activities:
Net (loss) income $ (1,539,695) $ (2,892,420) $ 2,301,648
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Rental income paid directly to lenders by lessees (900,000) (900,000) (2,200,000)
Finance income portion of receivables
paid directly to lenders by lessees - (41,561) (193,939)
Interest expense on non-recourse financing
paid directly to lenders by lessees 900,000 1,129,191 1,206,993
Accrued interest expense 275,309 - -
Depreciation 1,199,900 1,599,866 1,553,222
Impairment loss - 1,500,000 -
Amortization of initial direct costs 1,533 11,674 61,569
Reversal of provision for bad debts (27,928) - (700,000)
Net loss (gain) loss on sales of equipment 939,642 (309,286) 14,300
Loss (income) from investments in joint ventures 65,373 86,852 (49,797)
Non-cash portion of interest income and other (1,039,562) - -
Minority interest 17,980 (119,656) 52,601
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 372,500 1,371,885 2,605,127
Other assets, net - 462,791 54,550
Security deposits, deferred credits and other payables 92,743 (983,321) (20,521)
Deferred rental income 111,784 635,154 306,576
Due to affiliates, net (48,080) 65,410 262,854
------------------- --------------- -------------
Net cash provided by operating activities 421,499 1,616,579 5,255,183
------------------ --------------- -------------
Cash flows from investing activities:
Proceeds from sales of equipment 592,744 484,966 2,394,019
Distributions received from joint ventures 3,416 3,043 -
Distributions to minority interest holders (51,532) - (49,056)
------------------- --------------- --------------
Net cash provided by investing activities 544,628 488,009 2,344,963
------------------ --------------- --------------
Cash flows from financing activities:
Principal payments on non-recourse debt (145,594) (1,132,717) (5,597,034)
Cash distributions to partners (302,396) (1,638,361) (2,620,226)
------------------- ---------------- --------------
Net cash used in financing activities (447,990) (2,771,078) (8,217,260)
------------------- ---------------- --------------
Net increase (decrease) in cash and cash equivalents 518,137 (666,490) (617,114)
Cash and cash equivalents, beginning of the year 80,318 746,808 1,363,922
------------------ --------------- -------------
Cash and cash equivalents, end of the year $ 598,455 $ 80,318 $ 746,808
================== =============== ============
See accompanying notes to consolidated financial statements.
23
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
Years Ended December 31,
2004 2003 2002
---- ---- -----
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ - $ - $ -
================ =============== =============
Supplemental disclosure of non-cash investing and financing activities:
Principal and interest from finance leases
paid directly to lenders by lessees $ - $ 279,009 $ 3,920,065
================ =============== ============
Rental income from operating leases
paid directly to lenders by lessees $ 900,000 $ 900,000 $ 2,200,000
================ =============== =============
Principal and interest on non-recourse financing
paid directly to lenders by lessees $ 900,000 $ 1,179,009 $ 6,120,065
================ =============== ============
See accompanying notes to consolidated financial statements.
24
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes To Consolidated Financial Statements
December 31, 2004 and 2003
(1) Organization
ICON Cash Flow Partners, L.P., Series E (the "Partnership") was formed in
November 1991 as a Delaware limited partnership. The Partnership is engaged in
one business segment, the business of acquiring equipment subject to leases.
The principal objective of the Partnership is to obtain the maximum
economic return from its investments for the benefit of its partners. To achieve
this objective, the Partnership: (i) acquired a diversified portfolio of leases
and financing transactions; (ii) made monthly cash distributions to its partners
commencing with each partner's admission to the Partnership, continuing through
the reinvestment period, which ended on July 31, 1998 (iii) re-invested
substantially all undistributed cash from operations and cash from sales of
equipment and financing transactions during the reinvestment period; and (iv) is
selling the Partnership's investments and is distributing the cash from sales of
such investments to its partners during the disposition period.
The Partnership's reinvestment period ended July 31, 1998 and the
Partnership commenced its disposition period. During the disposition period the
Partnership is distributing substantially all distributable cash from operations
and equipment sales to the partners and will 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.
The Partnership's maximum offering was $80,000,000. The Partnership
commenced business operations on its initial closing date, July 6, 1992, with
the admission of 13,574.17 limited partnership units. Between July 7, 1992 and
July 31, 1993 (the final closing date), 596,837.34 additional units were
admitted bringing the total admissions to 610,411.51 units totaling $61,041,151
in capital contributions. Between 1994 and 2004, the Partnership redeemed 2,556
limited partnership units resulting in 607,855.51 limited partnership units
outstanding at December 31, 2004.
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 the terms of a management agreement with the Partnership.
Additionally, the General Partner has a 1% ownership interest in the
Partnership.
Profits, losses, cash distributions and disposition proceeds are allocated
99% to the limited partners and 1% to the General Partner until each limited
partner has received cash distributions and disposition proceeds sufficient to
reduce its adjusted capital contribution account to zero and receive, in
addition, other distributions and allocations which would provide a 10% per
annum cumulative return on their outstanding adjusted capital contribution
account. After such time, the distributions will be allocated 90% to the limited
partners and 10% to the General Partner.
25
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes To Consolidated Financial Statements
December 31, 2004 and 2003
(2) Summary of Significant Accounting Policies
Consolidation and Minority Interest
The consolidated financial statements include the accounts of the
Partnership and its majority owned subsidiaries. All intercompany accounts and
transactions have been eliminated in consolidation. The Partnership accounts for
its interests in minority owned joint ventures under the equity method of
accounting. In such cases, the Partnership's original investments are recorded
at cost and adjusted for its share of earnings, losses and distributions. In
joint ventures where the Partnership's ownership interest is majority owned,
minority interest represents the minority venturer's proportionate share of
their equity in the joint venture. The minority interest is adjusted for the
minority venturer's share of the earnings or loss of the joint venture.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks and highly liquid
investments with original maturity dates of three months or less.
Concentration of Credit Risk
Concentrations of credit risk with respect to lessees are dispersed across
different industry segments within the United States of America and throughout
the world; accordingly, the Partnership is exposed to business and economic
risk. Although the Partnership does not currently foresee a concentrated credit
risk associated with its lessees, lease payments are dependent upon the
financial stability of the segments in which they operate.
Allowance for Doubtful Accounts
The Partnership estimates collectibility of receivables by analyzing
historical bad debts, lessee concentrations and credit worthiness and current
economic trends when evaluating the adequacy of the allowance for doubtful
accounts. The Partnership records an allowance for doubtful accounts when the
analysis indicates that the probability of full collection is unlikely.
Investments in Operating Leases
Operating leases are stated at cost less accumulated depreciation.
Depreciation is being provided using the straight-line method over the term of
the related equipment lease to its estimated residual value at lease end. Upon
final disposition of the equipment, the cost and related accumulated
depreciation will be removed from the accounts and the resulting profit or loss
will be reflected in the consolidated statement of operations. Revenues from
operating leases are recognized on a straight line basis over the lives of the
related leases.
26
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes To Consolidated Financial Statements
December 31, 2004 and 2003
(2) Summary of Significant Accounting Policies - continued
Asset Impairments
The Partnership's asset portfolio is periodically reviewed, at least
annually, to determine whether events or changes in circumstances indicate that
the carrying value of an asset may not be recoverable. An impairment loss will
be recognized if the carrying amount of a long-lived asset is not recoverable
and exceeds its fair value. In such circumstances, the Partnership estimates the
future cash flows (undiscounted and without interest charges) expected to result
from the use of the asset and its eventual disposition. Future cash flows are
the cash inflows expected to be generated by an asset less the future outflows
expected to be necessary to obtain those inflows. An impairment loss will be
measured as the amount by which the carrying amount of a long-lived asset
exceeds its fair value.
The events or changes in circumstances which generally indicate that an
asset may be impaired are (i) the estimated fair value of the underlying
equipment is less than its carrying value or (ii) the lessee is experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the disposition of the asset will be sufficient to satisfy the remaining
obligation to the lender and the Partnership's residual position in the asset.
Generally in the latter situation, the residual position relates to equipment
subject to third party notes payable where the lessee remits their rental
payments directly to the lender and we do not recover our residual position
until the note payable is repaid in full.
Equipment Held for Sale
Equipment held for sale is recorded at the lower of cost or fair value
expected to be realized upon sale and consists of equipment previously leased to
end users which has been returned to the Partnership following lease expiration.
Estimated Unguaranteed Residual Values
The Partnership carries its estimated unguaranteed residual values at the
estimated unrecovered cost at lease termination. The value is equal to or less
than market value, and is subject to the Partnership's policy relating to
impairment review.
Redemption of Limited Partnership Units
The Partnership may, at its discretion, redeem units from a limited number
of its limited partners, in any one year, as defined in the partnership
agreement. The redemption amounts are calculated following the specified
redemption formula in accordance with the partnership agreement. Redeemed units
have no voting rights and do not share in distributions. Redeemed limited
partnership units are accounted for as a deduction from partners' equity.
Per Unit Data
Net income (loss) and distributions per unit are based upon the weighted
average number of units outstanding during the period.
27
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes To Consolidated Financial Statements
December 31, 2004 and 2003
(2) Summary of Significant Accounting Policies - continued
Revenue Recognition
The Partnership leases equipment to third parties which may be classified
as either a finance lease or an operating lease, which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related lease for a finance lease. For an operating lease, the
initial direct costs are included as a component of the cost of the equipment
and depreciated.
For finance leases, the Partnership records, at lease inception, the total
minimum lease payments receivable from the lessee, the estimated unguaranteed
residual value of the equipment at lease termination, the initial direct costs
related to the lease and the related unearned income. Unearned income represents
the difference between the sum of the minimum lease payments receivable plus the
estimated unguaranteed residual minus the cost of the leased equipment. Unearned
income is recognized as finance income over the term of the lease using the
effective interest rate method.
For operating leases, rental income is recognized on the straight line
method over the lease term. Billed and uncollected operating lease receivables
are included in other assets. Deferred income is the difference between the
timing of the cash payments and the income recognized on a straight line basis.
Fair Value of Financial Instruments
Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures
About Fair Values of Financial Instruments," requires disclosures about the fair
value of financial instruments, except for lease related assets and liabilities.
Separate disclosure of fair value information at December 31, 2004 and 2003 with
respect to the Partnership's assets and liabilities is not separately provided
since (i) SFAS No. 107 does not require fair value disclosures of lease
arrangements and (ii) the carrying value of financial assets, other than lease
related investments, and the recorded value of payables approximates market
value. The Partnership's notes payable - non-recourse approximates fair value at
December 31, 2004 due to its near term maturity.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period. Significant estimates primarily include
the allowance for doubtful accounts and unguaranteed residual values. In
addition, management is required to disclose contingent assets and contingent
liabilities. Actual results could differ from those estimates.
28
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes To Consolidated Financial Statements
December 31, 2004 and 2003
(2) Summary of Significant Accounting Policies - continued
Recent Accounting Pronouncements
During December 2004, the FASB issued SFAS No. 153 "Exchanges of
Nonmonetary Assets--an amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
is based on the principle that exchanges of nonmonetary assets should be
measured based on the fair value of the assets exchanged. The guidance in
Opinion 29, however, included certain exceptions to that principle. This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of similar productive assets and replaces it with a general exception for
exchanges of nonmonetary assets that do not have commercial substance. SFAS 153
is effective for nonmonetary exchanges occurring in fiscal periods beginning
after June 15, 2005. We do not expect the adoption of SFAS 153 to have an impact
on our financial position or results of operations.
Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying consolidated financial statements.
Reclassifications
Certain reclassifications have been made to the accompanying consolidated
financial statements for prior years in order to conform to the current year
presentation.
(3) Joint Ventures
The Partnership and its affiliates, entities managed and controlled by the
General Partner, formed five joint ventures, discussed below, for the purpose of
acquiring and managing various assets. The Partnership and these affiliates have
substantially identical investment objectives and participate on the same terms
and conditions. The Partnership and the other joint venturers have a right of
first refusal to purchase the equipment, on a pro-rata basis, if any of the
other joint venturers desire to sell their interests in the equipment or joint
venture.
The two joint ventures described below are majority owned and consolidated
with the Partnership.
ICON Cash Flow Partners L.L.C.
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 LLC") for
the purpose of acquiring and managing a McDonnell Douglas MD-83 Aircraft (the
"Aircraft"). The Aircraft was leased to Aerovias de Mexico, S.A. de C.V.
("Aeromexico") for $75,000 per month. This lease expired during January 2005.
The lessee continues to operate the Aircraft and is making monthly rental
payments directly to the non-recourse lender in accordance with the terms of the
expired lease. The General Partner is having discussions with the lender to
transfer title of the Aircraft to the lender for the outstanding balance of the
non-recourse debt. The Partnership and L.P. Six acquired interests of 99% and
1%, respectively, in ICON LLC. The outstanding balance of the non-recourse debt
secured by this Aircraft was $9,674,432 at December 31, 2004.
29
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes To Consolidated Financial Statements
December 31, 2004 and 2003
(3) Joint Ventures - continued
ICON Receivables 1997-B LLC
The Partnership and two affiliates, L.P. Six and ICON Cash Flow Partners
L.P. Seven ("L.P. Seven"), formed ICON Receivables 1997-B L.L.C. ("1997-B") and
contributed or assigned equipment leases, finance receivables and residuals to
1997-B for the purpose of securitizing their cash flow collections. The
Partnership, L.P. Six and L.P. Seven each contributed cash, equipment leases and
residuals to 1997-B and own 75.00%, 8.33% and 16.67% interests, respectively, in
1997-B. The General Partner expects to liquidate 1997-B during 2005.
For the year ended December 31, 2004, approximately $912,000 of the
Partnership's interest and other income originated from 1997-B, which was the
result of revised estimates for certain liabilities relating to previously
terminated leases which were deemed to no longer be valid at December 31, 2004.
For the year ended December 31, 2004, approximately $698,000 of the
Partnership's net loss on sales of equipment originated from 1997-B, which was
the result of approximately 170 leases that were terminated during 2004.
The three joint ventures described below are minority owned by the
Partnership and are 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 of the joint ventures.
ICON Cash Flow Partners L.L.C. II
The Partnership and an affiliate, L.P. Six, formed a joint venture, ICON
Cash Flow Partners L.L.C. II ("LLC II") for the purpose of acquiring and
managing a McDonnell Douglas MD-83 Aircraft (the "Aircraft"). The Aircraft was
leased to Aeromexico for $75,000 per month. This lease expired during January
2005. The lessee continues to operate the Aircraft and is making monthly rental
payments directly to the non-recourse lender in accordance with the terms of the
expired lease. The General Partner is having discussions with the lender to
transfer title of the Aircraft to the lender for the non-recourse debt. The
Partnership and L.P. Six acquired interests of 1% and 99%, respectively, in LLC
II.
Information as to the financial position and results of operations of ICON
LLC II at December 31, 2004 and 2003 and for the years ended December 31, 2004
and 2003 are summarized below:
December 31,
2004 2003
------------- -------------
Assets $ 12,015,524 $ 12,736,517
============= ============
Liabilities $ 9,377,232 $ 9,091,902
============= ============
Equity $ 2,638,292 $ 3,644,615
============= ============
Partnership's share of equity $ 26,383 $ 36,446
============= ============
Years Ended December 31,
2004 2003
------------- ------------
Net loss $ (1,006,323) $ (3,173,263)
============== ============
Partnership's share of net loss $ (10,063) $ (31,733)
============== =============
30
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes To Consolidated Financial Statements
December 31, 2004 and 2003
(3) Joint Ventures - continued
ICON Cash Flow L.L.C. III
The Partnership and an affiliate, L.P. Seven, formed ICON Cash Flow
Partners L.L.C. III, ("LLC III") for the purpose of acquiring and managing a
1976 McDonnell Douglas DC-10-30 (the "Aircraft"). The original lease expired on
April 30, 2003. Effective May 1, 2003, the Aircraft was leased to World Airways,
Inc. on a "power-by-the-hour" basis until December 31, 2004. Effective September
1, 2004, the lease was modified to a fixed rental of $50,000 per month, plus
maintenance reserves, and the lease term has been extended through September
2006. LLC III acquired the Aircraft, assuming non-recourse debt and utilizing
contributions received from the Partnership and L.P. Seven. The Partnership and
L.P. Seven contributed 1% and 99% of the cash required for such acquisition,
respectively. LLC III has since fully repaid the non-recourse debt secured by
the Aircraft.
Information as to the financial position and results of operations of ICON
LLC III at December 31, 2004 and 2003 and for the years ended December 31, 2004
and 2003 are summarized below:
December 31,
2004 2003
------------- -------------
Assets $ 1,731,690 $ 2,287,230
============= =============
Liabilities $ - $ -
============= =============
Equity $ 1,731,690 $ 2,287,230
============= =============
Partnership's share of equity $ 17,317 $ 22,872
============= =============
Years Ended December 31,
2004 2003
------------- -------------
Net loss $ (213,893) $ (2,746,103)
============ ============
Partnership's share of net loss $ (2,139) $ (27,461)
============ =============
Distributions $ 341,647 $ 304,270
============ =============
Partnership's share of distributions $ 3,416 $ 3,043
============ =============
ICON Receivables 1997-A LLC
The Partnership and three affiliates, ICON Cash Flow Partners, L.P., Series
D ("Series D"), L.P. Six and L.P. Seven, contributed and assigned equipment
leases, finance receivables and residuals to ICON Receivables 1997-A LLC
("1997-A") for the purpose of securitizing their cash flow collections. At
December 31, 2004, the Partnership, Series D, L.P. Six and L.P. Seven own,
31.19%, 17.81%, 31.03%, and 19.97%, respectively, in 1997-A.
At December 31, 2004, 1997-A's operations have been liquidated as the note
holders have been fully repaid for their investment in 1997-A and the remaining
receivables relating to the securitizations totaling $345,152, due from an
affiliate of the General Partner relating to lease receivables, were written-off
as uncollectible. The remaining cash is being reserved to pay for potential
property tax; sales tax and other liabilities, if any.
31
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes To Consolidated Financial Statements
December 31, 2004 and 2003
(3) Joint Ventures - continued
Information as to the financial position and results of operations of
1997-A at December 31, 2004 and 2003 and for the years ended December 31, 2004
and 2003 are summarized below:
December 31,
2004 2003
------------- -------------
Assets $ 107,229 $ 810,802
============= =============
Liabilities $ 62,005 $ 595,106
============= =============
Equity $ 45,224 $ 215,696
============= =============
Partnership's share of equity $ 14,105 $ 67,276
============= =============
Years Ended December 31,
2004 2003
------------- -------------
Net loss $ (170,469) $ (88,676)
============= =============
Partnership's share of net loss $ (53,171) $ (27,658)
============= =============
(4) Investments in Operating Leases
Investments in operating leases, which now consists solely of the aircraft
owned by ICON LLC, is summarized as follows at December 31:
2004 2003 2002
------------- ------------- -------------
Equipment, beginning of year $ 20,707,984 $ 21,554,842 $ 21,554,842
Equipment dispositions - (846,858) -
------------- ------------- -------------
Equipment, end of year 20,707,984 20,707,984 21,554,842
------------- ------------- -------------
Impairment, beginning of year (1,500,000) - -
Impairment loss - (1,500,000) -
------------- ------------ -------------
Impairment, end of year (1,500,000) (1,500,000) -
------------ ------------ -------------
Equipment at cost, end of year 19,207,984 19,207,984 21,554,842
------------- ------------- -------------
Accumulated depreciation, beginning of year (8,357,851) (7,261,999) (5,708,777)
Accumulated depreciation on equipment
dispositions - 504,014 -
Depreciation expense (1,199,900) (1,599,866) (1,553,222)
------------ ------------ ------------
Accumulated depreciation, end of year (9,557,751) (8,357,851) (7,261,999)
------------ ------------ ------------
Net investment in operating leases, end of year $ 9,650,233 $ 10,850,133 $ 14,292,843
============= ============= =============
During 2003 the Partnership recorded an impairment loss relating to the
Aeromexico aircraft of $1,500,000. This impairment loss was a result of an
appraisal which indicated a lower fair market value at lease termination than
initially estimated.
32
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes To Consolidated Financial Statements
December 31, 2004 and 2003
(5) Allowance for Doubtful Accounts
The allowance for doubtful accounts relating to the investments in finance
lease receivables consisted of the following at December 31:
2004 2003 2002
------------- ------------- -------------
Balance, beginning of year $ (578,391) $ (566,551) $ (1,888,318)
Reversal of allowance for doubtful accounts 27,928 2,577 1,400,153
Write offs (recoveries) 491,369 (14,417) (78,386)
------------- -------------- -------------
Balance, end of year $ (59,094) $ (578,391) $ (566,551)
============= ============ ============
The allowance for doubtful accounts relating to the investments in
financings consisted of the following at December 31:
2004 2003 2002
------------- ------------- -------------
Balance, beginning of year $ (1,405,763) $ (1,403,186) $ (1,214,557)
Allowance for doubtful accounts - (2,577) (700,153)
Write offs 1,405,763 - 511,524
------------- ------------ -------------
Balance, end of year $ - $ (1,405,763) $ (1,403,186)
============= ============ =============
(6) Note Payable - Non Recourse
At December 31, 2004 and 2003, the Partnership had outstanding notes
payable - non-recourse of $9,674,432 and $9,565,050, respectively. The note
payable is secured by the Aircraft on lease with Aeromexico, accrues interest at
11.83% per annum and was due during January 2005. As discussed in Note 3, the
lender has a security interest in the Aircraft and an assignment of the rental
payments under the lease. Rental payments are being made by the lessee directly
to the lender on the note payable non-recourse. The General Partner is currently
negotiating to transfer title of the Aircraft to the lender in satisfaction of
the outstanding balance of the non-recourse debt.
(7) Income Taxes (Unaudited)
No provision for income taxes has been recorded since the liability for
such taxes is that of each of the individual partners rather than the
Partnership. The Partnership's income tax returns are subject to examination by
the Federal and state taxing authorities, and changes, if any, could adjust the
individual income tax of the members.
At December 31, 2004 and 2003, the partners' equity accounts included in
the consolidated financial statements totaled $1,922,834 and $3,764,925,
respectively. The partners' equity for Federal income tax purposes at December
31, 2004 and 2003 totaled $1,307,793 and $4,575,065, respectively. The
difference arises primarily from sales expenses reported as a reduction in the
partners' capital accounts for financial reporting purposes but not for Federal
income tax reporting purposes, and differences in direct finance leases,
depreciation and amortization, recovery for losses and gain on sales of
equipment between financial reporting purposes and Federal income tax purposes.
33
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes To Consolidated Financial Statements
December 31, 2004 and 2003
(7) Income Taxes (Unaudited) - continued
The following table reconciles net (loss) income for financial statement
reporting purposes to the loss for Federal income tax purposes as follows:
Years Ended December 31,
------------------------------------------------
2004 2003 2002
------------- ------------- -------------
Net (loss) income per
consolidated financial statements $ (1,539,695) $ (2,892,420) $ 2,301,648
Differences due to:
Direct finance leases (632,568) 492,161 (141,396)
Depreciation and amortization (18,484) 2,608,644 (841,698)
Recovery for losses - (1,814,907) (700,000)
Gain on sales of equipment 1,377,847 341,527 3,872
Other (2,151,976) 554,888 (1,767,921)
------------- ------------- ------------
Net loss for Federal income tax purposes $ (2,964,876) $ (710,107) $ (1,145,495)
============= ============= =============
(8) Transactions with Related Parties
In accordance with the terms of the management agreement between the
Partnership and the General Partner, the Partnership pays the General Partner
management fees ranging from 1% to 7% based on a percentage of the rentals
received either directly by the Partnership or through joint ventures. In
addition, the General Partner is reimbursed for administrative expenses incurred
in connection with the Partnership's operations.
Fees and other expenses paid to the General Partner or its affiliates and
charged to operations for the years ended December 31, 2004, 2003 and 2002,
respectively, were as follows:
Years Ended December 31,
------------------------------------------------
2004 2003 2002
------------- ------------- -------------
Management fees $ 70,427 $ 208,593 $ 354,788
Administrative expense reimbursements 32,923 128,341 194,272
------------- ------------- -------------
Total $ 103,350 $ 336,934 $ 549,060
============= ============= =============
At December 31, 2004, the Partnership had a net payable due to affiliates
of $4,715, of which $4,685 was owed the General Partner for administrative
expense reimbursements. At December 31, 2003 amounts due to General Partner and
affiliates of $594,982 consisted of approximately $43,000 due to the General
Partner for management fees and administrative expense reimbursements and
approximately $552,000 due to affiliates that relates to rents received on
behalf of such affiliates.
(9) Concentration Risks
The Partnership's cash and cash equivalents are held principally at one
financial institution and at times may exceed insured limits. The Partnership
has placed these funds in a high quality institution in order to minimize its
risk.
For the years ended December 31, 2004, 2003 and 2002 the Partnership's
lease with Aeromexico represents approximately 95%, 83% and 86%, respectively,
of the Partnership's rental income.
34
ICON Cash Flow Partners, L.P., Series E
(A Delaware Limited Partnership)
Notes To Consolidated Financial Statements
December 31, 2004 and 2003
(10) Selected Quarterly Financial Data (Unaudited)
The following table is a summary of selected financial data, by quarter,
for the years ended December 31, 2004 and 2003:
Quarters Ended in 2004
--------------------------------------------------------
March 31, June 30, September 30, December 31,
--------- -------- ------------- -----------
Revenue $ 450,994 $ (358,884) $ 873,306 $ 183,387
============== ============= ============= ===========
Net loss allocable to limited partners $ (385,875) $ (898,993) $ (65,634) $ (173,796)
============== ============= ============= ===========
Net loss per weighted average
limited partnership unit $ (0.63) $ (1.48) $ (0.11) $ (0.29)
============== ============= ============= ===========
Quarters Ended in 2003
---------------------------------------------------
March 31, June 30, September 30, December 31,
-------- ------- ------------ ------------
Revenue $1,051,615 $ 365,481 $ 343,652 $ 411,517
=========== ========== ========= ===========
Net income (loss) allocable to limited partners $ 14,052 $ (505,165) $(469,935) $(1,902,448)
========== ========== ========= ===========
Net income (loss) per weighted average
limited partnership unit $ 0.02 $ (0.82) $ (0.77) $ (3.14)
========== =========== ========== ===========
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
During the year ended December 31, 2004 we had no disagreements with
our accountants on any matters of accounting or financial reporting.
Item 9A. Controls and Procedures
We carried out an evaluation, under the supervision and with the
participation of management of ICON Capital Corp., our General Partner,
including the Principal Executive Officer and the Principal Financial Officer,
of the effectiveness of the design and operation of our 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 Principal
Executive Officer and the Principal Financial Officer concluded that our
disclosure controls and procedures were effective.
There were no significant changes in our internal control over financial
reporting during our fourth fiscal quarter that have materially affected, or are
likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Not applicable.
35
PART III
Item 10. Directors and Executive Officers of the Registrant's General Partner
The General Partner, a Connecticut corporation, was formed in 1985. The
General Partner's principal offices are located at 100 Fifth Avenue, 10th Floor,
New York, New York 10011, and its telephone number is (212) 418-4700. The
officers of the General Partner have extensive experience with transactions
involving the acquisition, leasing, financing and disposition of equipment,
including acquiring and disposing of equipment subject to leases and full
financing transactions.
The manager of our business is the General Partner. The General Partner is
engaged in a broad range of equipment leasing and financing activities. Through
its sales representatives and through various broker relationships throughout
the United States, the General Partner offers a broad range of equipment leasing
services.
The General Partner performs certain functions relating to the management
of our equipment. Such services include the collection of lease payments from
the lessees of the equipment, re-leasing services in connection with equipment
which is off-lease, inspections of the equipment, liaison with and general
supervision of lessees to assure that the equipment is being properly operated
and maintained, monitoring performance by the lessees of their obligations under
the leases and the payment of operating expenses.
Our officers and directors are:
Beaufort J.B. Clarke Chairman, Chief Executive Officer and Director
Paul B. Weiss President and Director
Thomas W. Martin Executive Vice President, Chief Financial Officer and
Director
Michael A. Reisner Senior Vice President and General Counsel
Sean E. Hoel Senior Vice President
Beaufort J. B. Clarke, 58, has been our Chairman, Chief Executive Officer
and Director since August of 1996. He was our President from August of 1996
until December 31, 1998. Prior to his present positions, Mr. Clarke was founder,
President and Chief Executive Officer of Griffin Equity Partners, Inc. (a
purchaser of equipment leasing portfolios) from October 1993 through August
1996. Prior to that, Mr. Clarke was President of Gemini Financial Holdings, Inc.
(an equipment leasing company) from June 1990 through September 1993.
Previously, Mr. Clarke was a Vice President of AT&T Systems Leasing. Mr. Clarke
formerly was an attorney with Shearman and Sterling. Mr. Clarke received a B.A.
degree from the George Washington University and a J.D. degree from the
University of South Carolina. Mr. Clarke has been in the equipment leasing
business, as a business person and lawyer, since 1979.
Paul B. Weiss, 44, has been our President and Director since January 1,
1999. Mr. Weiss was our Director and Executive Vice President responsible for
lease acquisitions from November of 1996 until December 31, 1998. Mr. Weiss
served as Executive Vice President and co-founder of Griffin Equity Partners,
Inc. from October of 1993 through November of 1996. Prior to that, Mr. Weiss was
Senior Vice President of Gemini Financial Holdings, Inc. from 1991 to 1993 and
Vice President of Pegasus Capital Corporation (an equipment leasing company)
from 1988 through 1991. Mr. Weiss received a B.A. in Economics from Connecticut
College. Mr. Weiss has been in the equipment leasing business since 1988.
Thomas W. Martin, 51, has been our Executive Vice President, Chief
Financial Officer and Director (and Director, President and Chief Financial
Officer of the dealer-manager as well) since August of 1996. Mr. Martin was the
Executive Vice President, Chief Financial Officer and a co-founder of Griffin
Equity Partners, Inc. from October 1993 to August 1996. Prior to that, Mr.
Martin was Senior Vice President of Gemini Financial Holdings, Inc. from April
1992 to October 1993 and he held the position of Vice President at Chancellor
Corporation (an equipment leasing company) for 7 years. Mr. Martin received a
B.S. degree from the University of New Hampshire. Mr. Martin has been in the
equipment leasing business since 1983.
Michael A. Reisner, Esq., 34, has been our Senior Vice President and
General Counsel since January 2004. Mr. Reisner was our Vice President and
Associate General Counsel from March 2001 until December 2003. Previously, from
1996 to 2001, Mr. Reisner was an attorney with Brodsky Altman & McMahon, LLP in
New York, concentrating on commercial transactions. Mr. Reisner received a J.D.
from New York Law School and a B.A. from the University of Vermont.
Sean E. Hoel, 35, has been our Senior Vice President since June 1999. Mr.
Hoel is responsible for the acquisition of equipment subject to lease. Mr. Hoel
has a Masters Degree in Finance from Seattle University, preceded by Law School
at the University of Oslo, a B.A. in Finance at the University of Wyoming, as
well as three years of military service as a naval officer.
36
Code of Ethics
The General Partner, on our behalf, has adopted a code of ethics for its
Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer.
The Code of Ethics is available free of charge by requesting it in writing from
our General Partner. The General Partner's address is 100 Fifth Avenue, 10th
Floor, New York, New York 10011.
Item 11. Executive Compensation
We have no directors or officers. The General Partner and its affiliates
were paid or accrued the following compensation and reimbursement for costs and
expenses for the years ended December 31, 2004, 2003 and 2002.
Entity Capacity Compensation 2004 2003 2002
- ---------------------- ------------------ ------------------------ ----------- ----------- -----------
ICON Capital Corp. General Partner Management fees $ 70,427 $ 208,593 $ 354,788
=========== =========== ===========
ICON Capital Corp. General Partner Administrative fees $ 32,923 $ 128,341 $ 194,272
=========== =========== ===========
The General Partner also has a 1% interest in our profits and
distributions. We paid distributions to the General Partner of $3,024, $16,383
and $26,202, respectively, for the years ended December 31, 2004, 2003 and 2002.
Additionally, the General Partner's interest in our net (loss) income was
$(15,397), $(28,924) and $23,016, respectively, for the years ended December 31,
2004, 2003 and 2002. During March 2005, we paid a distribution to our General
Partner of $5,050.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) We are a limited partnership and therefore do not have voting shares
of stock. No person of record owns, or is known by us to own
beneficially, more than 5% of any class of our securities.
(b) As of March 31, 2005, Directors and Officers of the General Partner do
not own any of our equity securities.
(c) The General Partner owns our equity securities, as follows; a General
Partner Interest which represents initially a 1% and potentially a 10%
interest in our income, gain and losses. The General Partner owns 100%
of the General Partner Interest.
37
Item 13. Certain Relationships and Related Transactions
See Item 11 for a discussion of our related party transactions. See Notes 3
and 7 to our consolidated financial statements for a discussion of our related
party activity and investments in joint ventures.
Item 14. Principal Accountant Fees and Services
During the years ended December 31, 2004 and 2003 our auditors provided
audit services relating to our annual report on Form 10-K and our quarterly
reports on Form 10-Q. Additionally, our auditors provided other services in the
form of tax compliance work. Their fees are shown in the table below:
2004 2003
------------- -------------
Audit fees $ 27,000 $ 24,000
Audit related fees - -
Tax fees (for compliance) 17,900 1,000
------------- -------------
$ 44,900 $ 25,000
============= =============
38
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) 1. Financial Statements - See Part II, Item 8 hereof.
2. Financial Statement Schedules - None.
Schedules not listed above have been omitted because they are not applicable or
are not required or the information required to be set forth therein is included
in the consolidated financial statements or notes thereto.
3. Exhibits - The following exhibits are incorporated herein by reference:
(i) Form of Dealer-Manager Agreement (Incorporated by reference to Exhibit 1.1
to Amendment No. 2 to Form S-1 Registration Statement No. 33-44413 filed with
the Securities and Exchange Commission on June 4, 1992)
(ii) Form of Selling Dealer Agreement (Incorporated by reference to Exhibit 1.2
to Amendment No. 2 to Form S-1 Registration Statement No. 33-44413 filed with
the Securities and Exchange Commission on June 4, 1992)
(iii) Amended and Restated Agreement of Limited Partnership (Incorporated herein
by reference to Exhibit A to Amendment No. 2 to Form S-1 Registration Statement
No. 33-44413 filed with the Securities and Exchange Commission on June 4, 1992)
(iv) Unconsolidated Joint Venture Financial Statements ICON Receivables 1997-A
LLC - at and for the year ended December 31, 2002 incorporated herein by
reference to the Form 10-K No. 33-44413.
(v) On December 31, 2004, Jeremiah Silkowski, resigned from his position of
Senior Vice President of ICON Capital Corp., the Company's general partner, so
that he may pursue other opportunities (incorporated by reference to Current
Report on Form 8-K, dated January 6, 2005).
(c) Exhibits
31.1 Rule 13a-14(a)/15d-14(a) certifications
31.2 Rule 13a-14(a)/15d-14(a) certifications
32.1 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.
32.2 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.
39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Partnership 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.
Date: April 22, 2005 /s/ Beaufort J.B. Clarke
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacity and on the dates indicated. ICON Capital Corp. sole General
Partner of the Registrant
Date: April 22, 2005 /s/ Beaufort J.B. Clarke
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
Date: April 22, 2005 /s/ Paul B. Weiss
Paul B. Weiss
President and Director
Date: April 22, 2005 /s/ Thomas W. Martin
Thomas W. Martin
Executive Vice President and Director
(Principal Financial and Accounting Officer)
Supplemental Information to be furnished with reports filed pursuant to Section
15(d) of the Act by Registrant which have not registered securities pursuant to
Section 12 of the Act
No annual report or proxy material has been sent to security holders. An
annual report will be sent to the limited partners and a copy will be forwarded
to the Commission.
40
Exhibit 31.1
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) I, Beaufort J.B. Clarke, certify
that:
1. I have reviewed this annual report on Form 10-K of ICON Cash Flow Partners,
L.P., Series E;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements and other financial
information included in this annual 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 annual 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 annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end of
the period covered by this annual report based on such evaluation; and
c) presented in this annual 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 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'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 registrant's internal controls
over financial reporting.
Dated: April 22, 2005
/s/ Beaufort J.B. Clarke
- -----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Cash Flow Partners, L.P., Series E
41
Exhibit 31.2
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) I, Thomas W. Martin, certify that:
1. I have reviewed this annual report on Form 10-K of ICON Cash Flow Partners,
L.P., Series E;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements and other financial
information included in this annual 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 annual 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 annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this annual report based on such
evaluation; and
c) presented in this annual 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 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'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 registrant's internal
controls over financial reporting.
Dated:
April 22, 2005
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Cash Flow Partners, L.P., Series E
42
Exhibit 32.1
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
I, Beaufort J.B. Clarke, Chairman and Chief Executive Officer of ICON Capital
Corp, the General Partner, in connection with the Annual Report of ICON Cash
Flow Partners, L.P., Series E (the "Partnership") on Form 10-K for the year
ended December 31, 2004, as filed with the Securities and Exchange Commission on
the date hereof (the "Annual Report") certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1) the Annual Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
(2) the information contained in the Annual Report fairly presents, in all
material respects, the financial condition and results of operations of the
Partnership.
Dated: April 22, 2005
/s/ Beaufort J.B. Clarke
- ------------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Cash Flow Partners, L.P., Series E
43
Exhibit 32.2
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
I, Thomas W. Martin, Executive Vice President (Principal Financial and
Accounting Officer) of ICON Capital Corp, the General Partner, in connection
with the Annual Report of ICON Cash Flow Partners, L.P., Series E (the
"Partnership") on Form 10-K for the year ended December 31, 2004, as filed with
the Securities and Exchange Commission on the date hereof (the "Annual Report")
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge and belief:
(1) the Annual Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
(2) the information contained in the Annual Report fairly presents, in all
material respects, the financial condition and results of operations of the
Partnership.
Dated: April 22, 2005
/s/ Thomas W. Martin
- -------------------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Cash Flow Partners, L.P., Series E
44