UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2003
--------------------------------------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission File Number 0-28136
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ICON Cash Flow Partners L.P. Six
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(Exact name of registrant as specified in its charter)
Delaware 13-3723089
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
100 Fifth Avenue, New York, New York 10011
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(Address of principal executive offices) (Zip code)
(212) 418-4700
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Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [x] Yes [ ] No
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
June 30, December 31,
2003 2002
---- ----
(unaudited)
Assets
Cash and cash equivalents $ 902,133 $ 203,739
----------- -----------
Investment in finance leases
Minimum rents receivable 569,487 755,103
Estimated unguaranteed residual values 1,054,739 1,105,178
Initial direct costs - 706
Unearned income (20,934) (26,665)
Allowance for doubtful accounts (277,068) (277,068)
----------- -----------
1,326,224 1,557,254
----------- -----------
Investment in operating leases
Equipment at cost 21,060,638 21,965,262
Accumulated depreciation (8,178,662) (7,876,081)
----------- -----------
12,881,976 14,089,181
----------- -----------
Investments in unconsolidated joint ventures 811,018 1,019,138
----------- -----------
Other assets, net 138,331 226,750
----------- -----------
Total assets $16,059,682 $17,096,062
=========== ===========
(continued on next page)
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets - Continued
June 30, December 31,
2003 2002
---- ----
(unaudited)
Liabilities and Partners' Equity
Notes payable - non-recourse $ 9,119,278 $ 9,190,418
Security deposits and deferred credits 1,087,467 440,818
Accounts payable - other 280,121 299,706
Accounts payable - General Partners and affiliates 7,314 7,138
Minority interest in consolidated joint venture 60,209 68,611
--------------- --------------
Total liabilities 10,554,389 10,006,691
--------------- --------------
Commitment and Contingencies
Partners' equity (deficiency)
General Partner (272,631) (256,804)
Limited Partners (377,758 and 378,258 units outstanding,
$100 per unit original issue price) 5,777,924 7,346,175
--------------- --------------
Total partners' equity 5,505,293 7,089,371
--------------- --------------
Total liabilities and partners' equity $ 16,059,682 $ 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
(unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2003 2002 2003 2002
---- ---- ---- ----
Revenues
Rental income $ 319,804 $ 879,453 $ 608,497 $ 1,759,539
Finance lease income 11,023 129,892 22,018 270,100
Gain (loss) on sales of equipment - 35,079 (150,752) 39,079
(Loss) income from investments
in unconsolidated joint ventures (6,295) 13,835 (28,787) 27,531
Other income 15,906 55,569 176,814 112,101
---------- ----------- ------------ ------------
Total revenues 340,438 1,113,828 627,790 2,208,350
---------- ----------- ------------ ------------
Expenses
Depreciation 356,797 556,571 714,299 1,113,861
Interest 277,766 423,782 573,164 860,835
General and administrative 68,581 92,400 209,522 266,392
Management fees - General Partner 18,322 87,506 65,966 173,866
Administrative expense reimbursements
- General Partner 7,703 41,336 22,460 81,149
Amortization of initial direct costs - 428 706 3,273
Minority interest in consolidated
joint venture (4,148) (282) (8,403) (600)
---------- ----------- ------------ ------------
Total expenses 725,021 1,201,741 1,577,714 2,498,776
---------- ----------- ------------ ------------
Net loss $ (384,583) $ (87,913) $ (949,924) $ (290,426)
========== =========== ============ ============
Net loss allocable to:
Limited Partners $ (380,737) $ (87,034) $ (940,425) $ (287,522)
General Partner (3,846) (879) (9,499) (2,904)
---------- ----------- ------------ ------------
$ (384,583) $ (87,913) $ (949,924) $ (290,426)
========== =========== ============ ============
Weighted average number of limited
partnership units outstanding 377,758 378,288 377,822 378,288
========== =========== ============ ============
Net (loss) income per weighted average
limited partnership unit $ (1.01) $ (.23) $ (2.49) $ (.76)
========= =========== ============ ============
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 Six Months Ended June 30, 2003
(unaudited)
Limited Partner Distributions
-----------------------------
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at
January 1, 2003 $ 7,346,175 $ (256,804) $ 7,089,371
Cash distributions
to partners $ 1.66 $ - (626,452) (6,328) (632,780)
Limited partnership units
redeemed (500 units) (1,374) - (1,374)
Net loss (940,425) (9,499) (949,924)
--------------- ------------- ---------------
Balance at
June 30, 2003 $ 5,777,924 $ (272,631) $ 5,505,293
=============== ============= ===============
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 Six Months Ended June 30,
(unaudited)
2003 2002
---- ----
Cash flows from operating activities:
Net loss $ (949,924) $ (290,426)
---------------- ---------------
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Rental income - paid directly to lenders by lessees (450,000) (1,646,397)
Interest expense on non-recourse financing
paid directly by lessees 527,363 796,263
Finance income portion of receivables paid directly
to lenders by lessees - (245,683)
Amortization of initial direct costs and loan fees 46,507 67,845
Loss (income) from investments in unconsolidated
joint ventures 28,787 (27,531)
Depreciation 714,299 1,113,861
Loss (gain) on sales of equipment 150,752 (39,079)
Minority interest in consolidated joint venture (8,403) (600)
Changes in operating assets and liabilities, net 837,220 (34,735)
---------------- ----------------
Total adjustments 1,846,525 (16,056)
---------------- ----------------
Net cash provided by (used in) operating activities 896,601 (306,482)
---------------- ----------------
Cash flows from investing activities:
Proceeds from sales of equipment 244,346 1,588,720
Distributions received from unconsolidated joint ventures 191,601 284,123
---------------- ----------------
Net cash provided by investing activities 435,947 1,872,843
---------------- ----------------
(continued on next page)
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows - Continued
For the Six Months Ended June 30,
(unaudited)
2003 2002
---- ----
Cash flows from financing activities:
Cash distributions to partners (632,780) (1,914,177)
Redemption of limited partnership units (1,374) -
----------- -----------
Net cash used in financing activities (634,154) (1,914,177)
----------- -----------
Net increase (decrease) in cash and cash equivalents 698,394 (347,816)
Cash and cash equivalents at beginning of period 203,739 384,816
----------- -----------
Cash and cash equivalents at end of period $ 902,133 $ 37,000
=========== ===========
(continued on next page)
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows - Continued
Supplemental Disclosures of Cash Flow Information
- -------------------------------------------------
For the six months ended June 30, 2003 and 2002, non-cash activities
included the following:
2003 2002
---- ----
Principal and interest on direct finance
receivables paid directly to lenders by lessees $ 148,503 $ 1,148,574
Rental income assigned to operating lease receivable 450,000 1,646,397
Principal and interest on non-recourse
financing paid directly to lenders by lessees (598,503) (2,794,971)
----------- ------------
$ - $ -
=========== ============
2003 2002
---- ----
Interest expense:
Interest paid directly to lenders by lessees pursuant
to non-recourse financings $ 527,363 $ 796,263
Other interest 45,801 64,572
----------- ------------
Total interest expense $ 573,164 $ 860,835
=========== ============
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
June 30, 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
on Form 10-K. Certain 2002 amounts have been reclassified to conform to the 2003
presentation.
The General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut Corporation. The General Partner manages and controls
the business affairs of the Partnership's equipment, leases and financing
transactions under a management agreement with the Partnership.
2. Disposition Period
The Partnership's reinvestment period ended on 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 six months ended June 30, 2003 and 2002 are as follows:
2003 2002
---- ----
Management fees $ 65,966 $ 173,866 Charged to operations
Administrative expense
reimbursements 22,460 81,149 Charged to operations
---------- ---------
Total $ 88,426 $ 255,015
========== =========
The Partnership has investments in seven joint ventures with other
partnerships sponsored by the General Partner. (See Note 4 for information
relating to the current joint ventures).
4. Consolidated Venture and Investments in Unconsolidated Joint Ventures
The Partnership and affiliates have investments in seven ventures involved
in acquiring and managing various assets.
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 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 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 consolidated joint venture on the Partnership's condensed consolidated
balance sheets and as minority interest in consolidated joint venture on the
condensed 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. The outstanding non-recourse debt at June 30, 2003 was
$9,281,941.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Information as to the unaudited results of operations of ICON Cash Flow LLC
I for the six months ended June 30, 2003 and 2002 is summarized below:
Six Months Ended Six Months Ended
June 30, 2003 June 30, 2002
------------- -------------
Net loss $ (970,367) $ (159,034)
============= ============
Partnership's share of net loss $ (9,704) $ (1,591)
============= ============
ICON Receivables 1997-A LLC
---------------------------
In March 1997, the Partnership and its 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 June 30,
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.
Information as to the unaudited results of operations of 1997-A for the six
months ended June 30, 2003 and 2002 is summarized below:
Six Months Ended Six Months Ended
June 30, 2003 June 30, 2002
------------- -------------
Net loss $ (39,975) $ (53,832)
============= =============
Partnership's share of net loss $ (12,406) $ (16,704)
============= =============
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.
Information as to the unaudited results of operations of 1997-B for the six
months ended June 30, 2003 and 2002 is summarized below:
Six Months Ended Six Months Ended
June 30, 2003 June 30, 2002
------------- -------------
Net loss $ (203,652) $ (388,997)
============= ============
Partnership's share of net loss $ (16,964) $ (32,403)
============= ============
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
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 LLC ("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 remaining venturers' shares in ICON
BF at June 30, 2003 were .5025%, .5025%, and 98.995% for the Partnership, L.P.
Seven, and Fund Eight A, respectively. The outstanding debt at June 30, 2003 was
$7,131,576.
Information as to the unaudited results of operations of ICON BF for the
six months ended June 30, 2003 and 2002 is summarized below:
Six Months Ended Six Months Ended
June 30, 2003 June 30, 2002
------------- -------------
Net income $ 701,622 $ 652,963
============= ============
Partnership's share of net income $ 3,526 $ 3,281
============= =============
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 each were collected in 2002 and the third installment of
(pound)450,000 was collected in the first quarter of 2003. As of June 30, 2003,
the gross amount due is (pound)1,175,000 ($1,919,913 based upon the exchange
rate at June 30, 2003).
Information as to the unaudited results of operations of AIC Trust for the
six months ended June 30, 2003 and 2002 is summarized below:
Six Months Ended Six Months Ended
June 30, 2003 June 30, 2002
------------- -------------
Net income $ 21,313 $ 253,820
============= ============
Partnership's share of net income $ 5,436 $ 64,750
============= ============
Distributions $ 722,005 $ 1,032,763
============= ============
Partnership's share of distributions $ 184,183 $ 263,458
============= ============
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
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% respectively, in ICON Cheyenne. The Partnership accounts for its
investment under the equity method of accounting. The outstanding debt at June
30, 2003 was $2,812,041.
Information as to the unaudited results of operations of ICON Cheyenne for
the six months ended June 30, 2003 and 2002 is summarized below:
Six Months Ended Six Months Ended
June 30, 2003 June 30, 2002
------------- -------------
Net income $ 132,537 $ 1,019,824
============= ============
Partnership's share of net income $ 1,325 $ 10,198
============= ============
Distributions $ 741,759 $ 2,066,547
============= ============
Partnership's share of distributions $ 7,418 $ 20,665
============= ============
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
June 30, 2003
Item 2. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information - The following discussion and analysis should
be read in conjunction with the audited financial statements dated December 31,
2002. Certain statements within this document may constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These statements are identified by words such as
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and similar expressions. This information may involve risks and uncertainties
that could cause actual results to differ materially from the forward-looking
statements. Although the Partnership believes that the expectations reflected in
such forward-looking statements are based on reasonable assumptions, such
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected.
Results of Operations for the Three Months Ended June 30, 2003 and 2002
Revenues for the three months ended June 30, 2003 ("2003 Quarter") were
$340,438, representing a decrease of $773,390 or 69.4% from the three months
ended June 30, 2002 ("2002 Quarter"). The decrease in revenues resulted
primarily from a decrease in rental income of $559,649. The decrease was due to
the expiration of operating leases (and subsequent sale of underlying equipment)
as well as the extension agreement for the Aeromexico lease at reduced rentals.
Finance lease income also decreased by $118,869 due to the reduction in the
average size of the finance lease portfolio.
Expenses for the 2003 Quarter were $725,021 as compared to $1,201,741 in
the 2002 Quarter, representing a decrease of $476,720 or 39.7%. The decrease in
expenses was partially the result of a decrease in depreciation expense of
$199,774. Depreciation expense declined due to the expiration of operating
leases and sale of underlying equipment. In addition, interest expense decreased
by $146,016, resulting from a decrease in the average debt balance outstanding
from 2002 to 2003. Management fees - General Partner decreased by $69,184 and
administrative expense reimbursements - General Partner decreased by $33,633,
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 $384,583 and $87,913
respectively. The net loss per weighted average limited partnership unit
outstanding was $1.01 and $.23 for the 2003 Quarter and 2002 Quarter,
respectively.
Results of Operations for the Six Months Ended June 30, 2003 and 2002
Revenues for the six months ended June 30, 2003 ("2003 Period") were
$627,790, representing a decrease of $1,580,560 or 71.6% from the six months
ended June 30, 2002 ("2002 Period"). The decrease in revenues resulted primarily
from a decrease in rental income of $1,151,042. The decrease was due to the
expiration of operating leases (and subsequent sale of underlying equipment) as
well as the extension agreement for the Aeromexico lease. Finance lease income
also decreased by $248,082 due to the reduction in the average size of the
finance lease portfolio. In addition, gain on sales of equipment decreased by
$189,831 to a loss of $150,752. These decreases were partially offset by an
increase in miscellaneous income of $64,713, due partly to a one-time adjustment
based on a revised estimate of residual notes outstanding.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
June 30, 2003
Expenses for the 2003 Period were $1,577,714 as compared to $2,498,776 in
the 2002 Period, representing a decrease of $921,062 or 36.9%. The decrease in
expenses was partially the result of a decrease in depreciation expense of
$399,562. Depreciation expense declined due to the expiration of operating
leases and sale of underlying equipment. In addition, interest expense decreased
by $287,671, resulting from a decrease in the average debt balance outstanding
from 2002 to 2003. Management fees - General Partner decreased by $107,900 and
administrative expense reimbursements - General Partner decreased by $58,689,
both were a result of the reduction in the average size of the Partnership's
lease portfolio.
Net loss for the 2003 Period and the 2002 Period was $949,924 and $290,426
respectively. The net loss per weighted average limited partnership unit
outstanding was $2.49 and $.76 for the 2003 Period and 2002 Period,
respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the 2003 Period were cash
provided by operating activities of $896,601, proceeds from sales of equipment
of $244,346 and distributions received from unconsolidated joint ventures of
$191,601. These funds were used to pay operating expenses and cash distributions
to partners.
Cash distributions to limited partners for the 2003 Period and 2002 Period
totaled $626,452 and $1,895,225, respectively.
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 June 30, 2003, except as noted above, there were no known trends or
demands, commitments, events or uncertainties which are likely to have a
material effect on liquidity. As cash is realized from operations and sales of
equipment, the Partnership will distribute substantially all available cash,
after retaining sufficient cash to meet its reserve requirements and recurring
obligations.
We do not consider the impact of inflation to be material in the analysis
of our overall operations.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
June 30, 2003
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 the re-marketing proceeds received.
Item 4. Controls and Procedures
Beaufort J.B. Clarke and Thomas W. Martin, the Principal Executive and
Principal Financial Officers, respectively, of ICON Capital Corp. ("ICC"), the
General Partner of the Partnership, have evaluated the disclosure controls and
procedures of the Partnership as of the quarter ended June 30, 2003. As used
herein, the term "disclosure controls and procedures" has the meaning given to
the term by Rule 13a-14 under the Securities Exchange Act of 1934, as amended
("Exchange Act"), and includes the controls and other procedures of the
Partnership that are designed to ensure that information required to be
disclosed by the Partnership in the reports that it files with the SEC under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms. As part of their evaluation,
Messrs. Clarke and Martin conferred with the finance and accounting staff of ICC
and the finance and accounting staff of ICON Holdings Corp., the parent of ICC.
Based upon their evaluation, Messrs. Clarke and Martin have concluded that the
Partnership's disclosure controls and procedures provide reasonable assurance
that the information required to be disclosed by the Partnership in this report
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms applicable to the preparation of this
report.
There have been no significant changes in the Partnership's internal
controls or in other factors that could significantly affect the Partnership's
internal controls subsequent to the evaluation described above conducted by
ICC's principal executive and financial officers.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
PART II - OTHER INFORMATION
- ---------------------------
Item 1 - Legal Proceedings
- --------------------------
The Partnership, from time-to-time, in the ordinary course of business,
commences legal actions when necessary to protect or enforce the rights of the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification of Chairman and Chief Executive Officer.
99.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer.
99.3 Certification of Chairman and Chief Executive Officer pursuant to 18
U.S.C. (Section)1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.4 Certification of Executive Vice President and Principal Financial and
Accounting Officer pursuant to 18 U.S.C. (Section)1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
ICON Cash Flow Partners L.P. 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.
August 13, 2003 /s/ Thomas W. Martin
--------------- ------------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer of
the General Partner of the Partnership)
Certifications - 10-Q
EXHIBIT 99.1
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this quarterly report of ICON Cash Flow Partners L.P. Six;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Partnership and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Partnership, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the Partnership's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Partnership's internal
control over financial reporting that occurred during the
Partnership's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Partnership's
internal control over financial reporting; and
5. The Partnership's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the Partnership's auditors and the audit committee of the Partnership's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Partnership's internal
control over financial reporting.
Dated: August 13, 2003
/s/ Beaufort J.B. Clarke
- -----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six
Certifications - 10-Q
EXHIBIT 99.2
I, Thomas W. Martin, certify that:
1. I have reviewed this quarterly report of ICON Cash Flow Partners L.P. Six;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the Partnership as of, and for, the periods presented in this report;
4. The Partnership's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Partnership and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Partnership, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the Partnership's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Partnership's internal
control over financial reporting that occurred during the
Partnership's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Partnership's
internal control over financial reporting; and
5. The Partnership's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the Partnership's auditors and the audit committee of the Partnership's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Partnership's internal
control over financial reporting.
Dated: August 13, 2003
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the General Partner of the Partnership)
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
June 30, 2003
EXHIBIT 99.3
I, Beaufort J.B. Clarke, Chairman and Chief Executive Officer of ICON
Capital Corp., the sole General Partner of ICON Cash Flow Partners L.P. 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 June 30, 2003 (the
"Periodic Report") which this statement accompanies, fully complies with
the requirements of Section 13(a) of the Securities Exchange Act of 1934
(15 U.S.C. 78m) and
(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Cash Flow Partners L.P. Six.
Dated: August 13, 2003
/s/ Beaufort J.B. Clarke
------------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
June 30, 2003
EXHIBIT 99.4
I, Thomas W. Martin, Executive Vice President (Principal Financial and
Accounting Officer) of ICON Capital Corp., the sole General Partner of ICON Cash
Flow Partners L.P. 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 June 30, 2003 (the
"Periodic Report") which this statement accompanies, fully complies with
the requirements of Section 13(a) of the Securities Exchange Act of 1934
(15 U.S.C. 78m) and
(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Cash Flow Partners L.P. Six.
Dated: August 13, 2003
/s/ Thomas W. Martin
-------------------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six