UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2003
-------------------------------------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 0-28136
---------------------------------------------------------
ICON Cash Flow Partners L.P. Six (Exact name of registrant as specified in its
charter)
Delaware 13-3723089
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
100 Fifth Avenue, New York, New York 10011
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(212)418-4700 Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [X] No
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets
March 31, December 31,
2003 2002
---- ----
(unaudited)
Assets
------
Cash and cash equivalents $ 324,151 $ 203,739
------------ ------------
Investment in finance leases
Minimum rents receivable 569,107 755,103
Estimated unguaranteed residual values 1,054,739 1,105,178
Initial direct costs -- 706
Unearned income (23,813) (26,665)
Allowance for doubtful accounts (277,068) (277,068)
------------ ------------
1,322,965 1,557,254
------------ ------------
Investment in operating leases
Equipment at cost 21,060,638 21,965,262
Accumulated depreciation (7,821,159) (7,876,081)
------------ ------------
13,239,479 14,089,181
Investments in unconsolidated joint ventures 800,269 1,019,138
------------ ------------
Other assets, net 204,785 226,750
------------ ------------
Total assets $ 15,891,649 $ 17,096,062
============ ============
(continued on next page)
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets (Continued)
March 31, December 31,
2003 2002
---- ----
Liabilities and Partners' Equity (unaudited)
- ---------------------------------
Notes payable - non-recourse $ 9,080,027 $ 9,190,418
Security deposits and deferred credits 376,089 440,818
Accounts payable - other 272,110 299,706
Accounts payable - General partner and affiliates 7,272 7,138
Minority interest in joint venture 64,356 68,611
------------ ------------
Total liabilities 9,799,854 10,006,691
------------ ------------
Commitment and Contingencies
Partners' equity (deficiency)
General Partner (266,766) (256,804)
Limited partners (377,758 and 378,258 units outstanding,
$100 per unit original issue price) 6,358,561 7,346,175
------------ ------------
Total partners' equity 6,091,795 7,089,371
------------ ------------
Total liabilities and partners' equity $ 15,891,649 $ 17,096,062
============ ============
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31,
(unaudited)
2003 2002
---- ----
Revenues
Rental income $ 288,693 $ 880,086
Finance lease income 10,995 140,208
(Loss) gains on sales of equipment (150,752) 4,000
(Loss) income from investments
in unconsolidated joint ventures (22,492) 13,696
Other income 160,908 56,532
----------- -----------
Total revenues 287,352 1,094,522
----------- -----------
Expenses
Depreciation 357,502 557,290
Interest 295,398 437,053
General and administrative 140,941 173,992
Management fees - General Partner 47,644 86,360
Administrative expense reimbursements
- General Partner 14,757 39,813
Amortization of initial direct costs 706 2,845
Minority interest (income) (4,255) (318)
----------- -----------
Total expenses 852,693 1,297,035
----------- -----------
Net loss $ (565,341) $ (202,513)
=========== ===========
Net loss allocable to:
Limited partners (559,688) (200,488)
General Partner (5,653) (2,025)
----------- -----------
$ (565,341) $ (202,513)
=========== ===========
Weighted average number of limited
partnership units outstanding 377,886 378,288
=========== ===========
Net loss per weighted average
limited partnership unit $ (1.48) $ (0.53)
=========== ===========
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Statement of Changes in Partners' Equity
For the Three Months Ended March 31, 2003
(unaudited)
Limited Partner Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at
January 1, 2003 $ 7,346,175 $ (256,804) $ 7,089,371
Cash distributions
to partners $ 1.13 -- (426,552) (4,309) (430,861)
Limited partnership units
redeemed (500 units) (1,374) -- (1,374)
Net loss (559,688) (5,653) (565,341)
----------- ------------ -----------
Balance at
March 31, 2003 $ 6,358,561 $ (266,766) $ 6,091,795
=========== ============ ============
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31,
(unaudited)
2003 2002
---- ----
Cash flows from operating activities:
Net loss $ (565,341) $ (202,513)
----------- -----------
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Rental income - paid directly to lenders by lessees (225,000) (823,199)
Interest expense on non-recourse financing
paid directly by lessees 263,112 404,767
Finance income portion of receivables paid directly
to lenders by lessees -- (130,683)
Amortization of initial direct costs and loan fees 32,992 2,845
Loss (income) from investments in unconsolidated joint ventures 22,492 (13,696)
Depreciation 357,502 557,290
Loss (gain) on sales of equipment 150,752 (4,000)
Minority interest in consolidated joint venture (4,255) (318)
Changes in operating assets and liabilities, net 89,184 19,136
----------- -----------
Total adjustments 686,779 12,142
----------- -----------
Net cash provided by (used in) operating activities 121,438 (190,371)
----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment 244,346 1,588,680
Distributions received from unconsolidated joint ventures 186,863 254,077
----------- -----------
Net cash provided by investing activities 431,209 1,842,757
----------- -----------
Cash flows from financing activities:
Cash distributions to partners (430,861) (1,914,177)
Redemption of limited partnership units (1,374) --
----------- -----------
Net cash used in financing activities (432,235) (1,914,177)
----------- -----------
Net increase (decrease) in cash and cash equivalents 120,412 (261,791)
Cash and cash equivalents at beginning of period 203,739 384,816
----------- -----------
Cash and cash equivalents at end of period $ 324,151 $ 123,025
=========== ===========
(continued on next page)
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows (continued)
(unaudited)
Supplemental Disclosures of Cash Flow Information
For the three months ended March 31, 2003 and 2002, non-cash activities
included the following:
2003 2002
---- ----
Principal and interest on direct finance
receivables paid directly to lenders by lessees $ 148,503 $ 586,027
Rental income assigned to operating lease receivable 225,000 823,199
Principal and interest on non-recourse
financing paid directly to lenders by lessees (373,503) (1,409,226)
----------- -----------
$ - $ -
=========== ===========
2003 2002
----------- -----------
Interest expense:
Interest paid directly to lenders by lessees pursuant
to non-recourse financings $ 263,112 $ 404,767
Other interest 32,286 32,286
----------- -----------
Total interest expense $ 295,398 $ 437,053
=========== ===========
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements
March 31, 2003
(unaudited)
1. Basis of Presentation
The condensed consolidated financial statements of ICON Cash Flow Partners
L.P. Six (the "Partnership") have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC") and, in the
opinion of management, include all adjustments (consisting only of normal
recurring accruals) necessary for a fair statement of results for each period
shown. Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such SEC rules and regulations. Management
believes that the disclosures made are adequate to make the information
presented not misleading. The results for the interim period are not necessarily
indicative of the results for the full year. These condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes included in the Partnership's 2002 Annual Report
Form 10-K. Certain 2002 amounts have been reclassified to conform to the 2003
presentation.
2. Disposition Period
The Partnership's reinvestment period ended on November 11, 2000. The
disposition period commenced on November 12, 2000. During the disposition period
the Partnership has and will continue to distribute substantially all
distributable cash from operations and equipment sales to the partners and
continue the orderly termination of its operations and affairs. The Partnership
will not invest in any additional finance or lease transactions during the
disposition period.
3. Related Party Transactions
Fees paid or accrued by the Partnership to the General Partner or its
affiliates for the three months ended March 31, 2003 and 2002 are as follows:
2003 2002
---- ----
Management fees $ 47,644 $ 86,360 Charged to operations
Administrative expense
reimbursements 14,757 39,813 Charged to operations
-------- --------
Total $ 62,401 $126,173
======== ========
The Partnership has investments in seven joint ventures with other
partnerships sponsored by the General Partner. (See Note 4 for additional
information relating to the joint ventures.)
4. Consolidated Ventures and Investments in Unconsolidated Joint Ventures
The Partnership and affiliates have investments in seven joint ventures
involved in acquiring and managing various assets. The Partnership and its
affiliates have identical investment objectives and participate on the same
terms and conditions.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Consolidated Venture
The joint venture described below is majority owned and is consolidated
with the Partnership.
ICON Cash Flow Partners L.L.C. II
---------------------------------
In March 1995, the Partnership and an affiliate, ICON Cash Flow Partners,
L.P., Series E ("Series E"), formed ICON Cash Flow Partners L.L.C. II ("ICON
Cash Flow LLC II"), for the purpose of acquiring and managing an aircraft
subject to an operating lease with a U.S. based commercial airline. In 1997,
upon the scheduled termination of the lease, the aircraft was remarketed to
Aeromexico under a lease that expired in November 2002. At that time an
extension agreement was consummated with Aeromexico. The lease extension terms
call for a 15 month rental with payment for months one through seven at a power
by the hour rate of $525 per flight hour, not to exceed $75,000 per month. After
seven months the rental would be $75,000 per month. At the end of the 15 months,
Aeromexico has an option to renew for two twelve-month renewal periods at the
then current fair market value rental rate. The Partnership and Series E
acquired interests of 99% and 1%, respectively, in ICON Cash Flow LLC II. ICON
Cash Flow LLC II acquired the aircraft, assuming non-recourse debt and utilizing
contributions received from the Partnership and Series E. Profits, losses,
excess cash and disposition proceeds are allocated 99% to the Partnership and 1%
to Series E. The Partnership's consolidated financial statements include 100% of
the assets and liabilities and revenues and expenses of ICON Cash Flow LLC II.
Series E's investment in ICON Cash Flow LLC II is reflected as minority interest
in joint venture on the Partnership's consolidated balance sheets and as
minority interest (income) on the consolidated statements of operations.
Investments in Unconsolidated Joint Ventures
The six joint ventures described below are less than 50% owned and are
accounted for following the equity method.
ICON Cash Flow Partners L.L.C. I
--------------------------------
In September 1994, the Partnership and an affiliate, Series E, formed a
joint venture, ICON Cash Flow Partners L.L.C. I ("ICON Cash Flow LLC I"), for
the purpose of acquiring and managing an aircraft subject to an operating lease
with a U.S. based commercial airline. In 1997, the aircraft was remarketed to
Aeromexico under a lease which expired in October 2002. In November 2002 an
extension agreement was consummated with Aeromexico. The lease extension terms
call for a 15 month rental at $75,000 per month. At the end of the 15 months,
Aeromexico has an option to renew for two twelve-month renewal periods at the
then current fair market value rental rate. The Partnership and Series E
acquired interests of 1% and 99%, respectively, in ICON Cash Flow LLC I. ICON
Cash Flow LLC I acquired the aircraft, assuming non-recourse debt and utilizing
contributions received from the Partnership and Series E. Profits, losses,
excess cash and disposition proceeds are allocated 1% to the Partnership and 99%
to Series E. The Partnership's investment in the joint venture is accounted for
under the equity method whereby the Partnership's original investment was
recorded at cost and is adjusted by its share of earnings, losses and
distributions.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Information as to the unaudited financial position of ICON Cash Flow LLC I
as of March 31, 2003 and December 31, 2002 and the results of operations for the
three months ended March 31, 2003 and 2002 is summarized below:
March 31, 2003 December 31, 2002
-------------- -----------------
Assets $16,206,531 $16,653,215
=========== ===========
Liabilities $ 9,283,090 $ 9,235,949
=========== ===========
Equity $ 6,923,441 $ 7,417,266
=========== ===========
Partnership's share of equity $ 69,235 $ 74,173
=========== ===========
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
-------------- --------------
Net loss $(493,825) $ (81,130)
========= =========
Partnership's share of net loss $ (4,938) $ (812)
========= =========
ICON Receivables 1997-A LLC
---------------------------
In March 1997, the Partnership and affiliates, ICON Cash Flow Partners,
L.P., Series D ("Series D"), and ICON Cash Flow Partners L.P. Seven ("L.P.
Seven") contributed and assigned equipment lease and finance receivables and
residuals to ICON Receivables 1997-A LLC ("1997-A"). In September 1997, the
Partnership, Series E and L.P. Seven contributed and assigned additional
equipment lease and finance receivables and residuals to 1997-A. As of March 31,
2003, the Partnership, Series D, Series E and L.P. Seven own 31.03%, 17.81%,
31.19% and 19.97% interests, respectively, in 1997-A. The Partnership accounts
for its investment in 1997-A under the equity method of accounting.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Information as to the unaudited financial position of 1997-A as of March
31, 2003 and December 31, 2002 and the results of operations for the three
months ended March 31, 2003 and 2002 is summarized below:
March 31, 2003 December 31, 2002
-------------- -----------------
Assets $768,393 $694,761
======== ========
Liabilities $490,652 $390,389
======== ========
Equity $277,741 $304,372
======== ========
Partnership's share of equity $ 86,182 $ 94,446
======== ========
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
------------- --------------
Net loss $(26,631) $(23,095)
======== ========
Partnership's share of net loss $ (8,264) $ (7,168)
======== ========
ICON Receivables 1997-B LLC
---------------------------
In August 1997, the Partnership and affiliates, Series E and L.P. Seven,
formed ICON Receivables 1997-B LLC ("1997-B"). The Partnership, Series E and
L.P. Seven each contributed cash, equipment leases and residuals and received an
8.33%, 75.00% and 16.67% interest, respectively, in 1997-B. The Partnership
accounts for its investment in 1997-B under the equity method of accounting.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Information as to the unaudited financial position of 1997-B as of March
31, 2003 and December 31, 2002 and the results of operations for the three
months ended March 31, 2003 and 2002 is summarized below:
March 31, 2003 December 31, 2002
-------------- -----------------
Assets $ 2,196,466 $ 3,241,761
=============== ===============
Liabilities $ 1,977,828 $ 2,825,588
=============== ===============
Equity $ 218,638 $ 416,173
=============== ===============
Partnership's share of equity $ 18,211 $ 34,666
=============== ===============
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
-------------- --------------
Net (loss) income $ (197,535) $ 33,883
=============== ===============
Partnership's share of net (loss) income $ (16,455) $ 2,822
=============== ===============
ICON/Boardman Facility LLC
--------------------------
In December 1998, the Partnership and three affiliates, ICON Cash Flow
Partners, L.P., Series C ("Series C"), L.P. Seven and ICON Income Fund Eight A
L.P. ("Fund Eight A") formed ICON/Boardman Facility L.L.C. ("ICON BF"), for the
purpose of acquiring a lease for a coal handling facility with Portland General
Electric, a utility company. The purchase price totaled $27,421,810, and was
funded with cash and non-recourse debt. The Partnership, Series C, L.P. Seven,
and Fund Eight A received a .5%, .5%, .5% and 98.5% interest, respectively, in
ICON BF. The Partnership accounts for its investment in ICON BF under the equity
method of accounting.
In 2001 the other joint venturers in ICON BF acquired Series C's interest
in accordance with their proportionate shares of ICON BF, at an aggregate cost
of $56,370, which represented Series C's carrying value of the investment. The
Partnership's share of the purchase price was $283. The remaining venturers'
shares in ICON BF at March 31, 2003 were .5025%, .5025%, and 98.995% for the
Partnership, L.P. Seven, and Fund Eight A, respectively.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Information as to the unaudited financial position of ICON BF as of March
31, 2003 and December 31, 2002 and the results of operations for the three
months ended March 31, 2003 and 2002 is summarized below:
March 31, 2003 December 31, 2002
-------------- -----------------
Assets $ 19,945,319 $ 23,193,438
=============== ===============
Liabilities $ 6,981,199 $ 10,583,632
=============== ===============
Equity $ 12,964,120 $ 12,609,806
=============== ===============
Partnership's share of equity $ 65,144 $ 63,364
=============== ===============
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
-------------- --------------
Net income $ 354,314 $ 332,239
=============== ===============
Partnership's share of net income $ 1,780 $ 1,670
=============== ===============
ICON/AIC Trust
--------------
In 1999, ICON/AIC Trust ("AIC Trust") was formed to own and manage a
portfolio of leases in England. The Partnership, L.P. Seven and Fund Eight A own
25.51%, 30.76% and 43.73% interests in AIC Trust, respectively. The Partnership
accounts for its investment in AIC Trust under the equity method of accounting.
On December 28, 2001, AIC Trust sold its remaining leases, subject to the
related debt, at a loss, for a note receivable of (pound)2,575,000 ($3,744,822
based upon the exchange rate at December 31, 2001) which is payable in six
installments through June 2004. The first two installments on the note of
(pound)475,000 were each collected in 2002 and the third installment on the note
of (pound)450,000 was collected in the first quarter 2003. As of March 31, 2003,
the remaining amount due is (pound)1,175,000 ($1,824,474 based upon the exchange
rate at March 31, 2003).
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Information as to the unaudited financial position of AIC Trust as of March
31, 2003 and December 31, 2002 and the results of operations for the three
months ended March 31, 2003 and 2002 is summarized below:
March 31, 2003 December 31, 2002
-------------- -----------------
Assets $ 1,824,274 $ 2,572,522
=============== ===============
Liabilities $ - $ -
=============== ===============
Equity $ 1,824,274 $ 2,572,522
=============== ===============
Partnership's share of equity $ 465,372 $ 656,250
=============== ===============
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
-------------- --------------
Net income $ 11,051 $ 37,457
=============== ===============
Partnership's share of net income $ 2,819 $ 9,555
=============== ===============
Distributions $ 722,005 $ 995,989
=============== ===============
Partnership's share of distributions $ 184,183 $ 254,077
=============== ===============
ICON Cheyenne LLC
-----------------
In December 2000, the Partnership and three affiliates, L.P. Seven, Fund
Eight A and ICON Income Fund Eight B L.P. ("Fund Eight B") formed ICON Cheyenne
LLC ("ICON Cheyenne") for the purpose of acquiring a portfolio of leases for an
aggregate purchase price of $29,705,716, which was paid for with cash of
$11,401,151 and the assumption of non-recourse debt with an unaffiliated third
party lender of $18,304,565. The debt is structured to be amortized by the
application to the debt of rentals due under the various leases. The leases
expire on various dates through September 2006. The Partnership, L.P. Seven,
Fund Eight A and Fund Eight B have ownership interests of 1%, 10.31%, 1% and
87.69% interest, respectively, in ICON Cheyenne. The Partnership accounts for
its investment under the equity method of accounting.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Information as to the unaudited financial position of ICON Cheyenne as of
March 31, 2003 and December 31, 2002 and the results of operations for the three
months ended March 31, 2003 and 2002 is summarized below:
March 31, 2003 December 31, 2002
-------------- -----------------
Assets $ 14,091,628 $ 14,765,333
=============== ==============
Liabilities $ 4,479,140 $ 5,141,481
=============== ==============
Equity $ 9,612,488 $ 9,623,852
=============== ==============
Partnership's share of equity $ 96,125 $ 96,239
=============== ==============
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
-------------- --------------
Net income $ 256,681 $ 762,893
=============== ==============
Partnership's share of net income $ 2,566 $ 7,629
=============== ==============
Distributions $ 268,045 $ -
=============== ==============
Partnership's share of distributions $ 2,680 $ -
=============== ==============
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
March 31, 2003
Item 2. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information - The following discussion and analysis should
be read in conjunction with the audited financial statements dated December 31,
2002. Certain statements within this document may constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These statements are identified by words such as
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and similar expressions. This information may involve risks and uncertainties
that could cause actual results to differ materially from the forward-looking
statements. Although the Partnership believes that the expectations reflected in
such forward-looking statements are based on reasonable assumptions, such
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected.
Three Months Ended March 31, 2003 and 2002
Revenues for the three months ended March 31, 2003 ("2003 Quarter") were
$287,352, representing a decrease of $807,170 or 73.7% from the three months
ended March 31, 2002 ("2002 Quarter"). The decrease in revenues resulted
primarily from a decrease in rental income of $591,393. The decrease was due to
the expiration of operating leases (and subsequent sale of underlying equipment)
as well as the reduced rentals on the Aeromexico lease. Finance lease income
also decreased by $129,213 due primarily to the continued collection of rentals
reducing the investment in finance leases, on which finance lease income is
based. Additionally, gains on sales of equipment decreased $154,752 to a loss of
$150,752. These decreases were partially offset by an increase in miscellaneous
income of $104,376. The increase in miscellaneous income was due to a one-time
adjustment based on a revised estimate of residual notes outstanding.
Expenses for the 2003 Quarter were $852,693 as compared to $1,297,035 in
the 2002 Quarter, representing a decrease of $444,342 or 34.3%. The decrease in
expenses was partially the result of a decrease in depreciation expense of
$199,788. Depreciation expense declined due to the expiration of operating
leases and sale of underlying equipment. Additionally, interest expense
decreased by $141,655. The decrease in interest expense resulted from a decrease
in the average debt balance outstanding from 2002 to 2003. As well, management
fees decreased by $38,716 and administrative expense reimbursements decreased by
$25,056. Both were a result of the reduction in the average size of the
Partnership's lease portfolio.
Net loss for the 2003 Quarter and the 2002 Quarter was $(565,341) and
$(202,513) respectively. The net loss per weighted average limited partnership
unit outstanding was $(1.48) and $(.53) for the 2003 Quarter and 2002 Quarter,
respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the 2003 Quarter were cash
provided by operating activities of $121,438, proceeds from sales of equipment
of $244,346 and distributions from joint ventures of $186,863. These funds were
used to pay operating expenses and cash distributions to partners.
Cash distributions to limited partners for the 2003 Quarter and 2002
Quarter totaled $426,552 and $1,895,225, respectively.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
March 31, 2003
The Partnership's reinvestment period ended on November 11, 2000. The
disposition period commenced on November 12, 2000. During the disposition period
the Partnership has and will continue to distribute substantially all
distributable cash from operations and equipment sales to the partners and
continue the orderly termination of its operations and affairs. The Partnership
will not invest in any additional finance or lease transactions during the
disposition period.
As of March 31, 2003, except as noted above, there were no known trends or
demands, commitments, events or uncertainties which are likely to have a
material effect on liquidity. As cash is realized from operations and sales of
equipment, the Partnership will distribute substantially all available cash,
after retaining sufficient cash to meet its reserve requirements and recurring
obligations. We do not consider the impact of inflation to be material in the
analysis of our overall operations.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
The Partnership is exposed to certain market risks, primarily changes in
interest rates and the demand for equipment and residuals owned by the
Partnership and its investees. The Partnership believes its exposure to other
market risks are insignificant to both its financial position and results of
operations.
The Partnership manages its interest rate risk by obtaining fixed rate
debt. The fixed rate debt service obligation streams are generally matched by
fixed rate lease receivable streams generated by the Partnership's lease
investments.
The Partnership manages its exposure to equipment and residual risk by
monitoring the market and maximizing re-marketing proceeds received through
re-lease or sale of equipment.
Item 4. Controls and Procedures
The Partnership manages its exposure to equipment and residual risk by
monitoring the market and maximizing the re-marketing proceeds received.
Beaufort J.B. Clarke and Thomas W. Martin, the Principal Executive and
Principal Financial Officers, respectively, of ICON Capital Corp. ("ICC"), the
General Partner of the Partnership, have evaluated the disclosure controls and
procedures of the Partnership within 90 days prior to the filing of this
quarterly report. As used herein, the term "disclosure controls and procedures"
has the meaning given to the term by Rule 13a-14 under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), and includes the controls and other
procedures of the Partnership that are designed to ensure that information
required to be disclosed by the Partnership in the reports that it files with
the SEC under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. As part of their
evaluation, Messrs. Clarke and Martin conferred with the finance and accounting
staff of ICC and the finance and accounting staff of ICON Holdings Corp., the
parent of ICC. Based upon their evaluation, Messrs. Clarke and Martin have
concluded that the Partnership's disclosure controls and procedures provide
reasonable assurance that the information required to be disclosed by the
Partnership in this report is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms applicable to the
preparation of this report.
There have been no significant changes in the Partnership's internal
controls or in other factors that could significantly affect the Partnership's
internal controls subsequent to the evaluation described above conducted by
ICC's principal executive and financial officers.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
The Company, from time-to-time, in the ordinary course of business,
commences legal actions when necessary to protect or enforce the rights of the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.
Item 6 - Exhibits and Reports on Form 8-K
Reports on Form 8-K
Form 8K filed on February 5, 2003.
Item 4. Changes in Registrant's Certifying Accountant
Exhibits
99.1 Certification of Chairman and Chief Executive Officer pursuant to 18
U.S.C.ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
99.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer pursuant to 18 U.S.C.ss.1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ICON Cash Flow Partners L. P. Six
File No. 33-36376 (Registrant)
By its General Partner,
ICON Capital Corp.
May 12, 2003 /s/ Thomas W. Martin
- ------------------------------- ---------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and
Accounting Officer of
the General Partner of the
Registrant)
Certifications - 10-Q
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Cash Flow
Partners L.P. Six;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May 12, 2003
/s/ Beaufort J.B. Clarke
- -----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six
Certifications - 10-Q
I, Thomas W. Martin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Cash Flow
Partners L.P. Six;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May 12, 2003
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the General Partner of the Registrant)
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
March 31, 2003
EXHIBIT 99.1
I, Beaufort J.B. Clarke, Chairman and Chief Executive Officer of ICON Capital
Corp, the sole General Partner of ICON Cash Flow Partners L.P. Six, certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended March 31, 2003
(the "Periodic Report") which this statement accompanies, fully
complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m) and
(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations
of ICON Cash Flow Partners L.P. Six.
Dated: May 12, 2003
/s/ Beaufort J.B. Clarke
- ------------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
March 31, 2003
EXHIBIT 99.2
I, Thomas W. Martin, Executive Vice President (Principal Financial and
Accounting Officer) of ICON Capital Corp, the sole General Partner of ICON Cash
Flow Partners L.P. Six, certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended March 31, 2003
(the "Periodic Report") which this statement accompanies, fully
complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m) and
(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations
of ICON Cash Flow Partners L.P. Six.
Dated: May 12, 2003
/s/ Thomas W. Martin
- -------------------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six