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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, 2003
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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 0-28136
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ICON Cash Flow Partners L.P. Six
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3723089
(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 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 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]
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 limited partnership
interest in the registrant.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
TABLE OF CONTENTS
Item Page
- ---- ----
PART I
1. Business 3-4
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 4
6. Selected Consolidated Financial Data 5
7. General Partner's Discussion and Analysis of Financial
Condition and Results of Operations 6-10
7A. Qualitative and Quantitative Disclosures About Market Risk 10
8. Consolidated Financial Statements 11-35
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 36
9A. Controls and Procedures 36
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 37
14. Principal Accounting Fees and Services 37
PART IV
15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 38-39
SIGNATURES 40
Certifications 41-44
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
PART I
Item 1. Business
--------
General Development of Business
ICON Cash Flow Partners L.P. Six (the "Partnership") was formed on July 8,
1993 as a Delaware limited partnership. The Partnership commenced business
operations on its initial closing date, March 31, 1994, with the admission of
16,537.73 limited partnership units at $100 per unit representing $1,653,773 of
capital contributions. Between April 1, 1994 and November 8, 1995 (the final
closing date), 367,319.39 additional units were admitted, bringing the total
admissions to 383,857.12 units aggregating $38,385,712 in capital contributions.
Between 1995 and 2003 the Partnership redeemed 6,098.65 limited partnership
units leaving 377,758.47 limited partnership units outstanding at December 31,
2003.
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.
The Partnership's reinvestment period ended November 11, 2000 and the
Partnership immediately commenced its disposition period. 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 begin
the orderly termination of its operations and affairs. The Partnership has not
and will not invest in any additional finance or lease transactions during the
disposition period. During the disposition period the Partnership expects to
recover, at a minimum, the carrying value of its assets.
Segment Information
The Partnership has only one operating segment: the business of managing
equipment subject to leases with companies that the Partnership believes to be
creditworthy.
Narrative Description of Business
The Partnership is an equipment leasing fund. The principal objective of
the Partnership is to obtain the maximum economic return from its investments
for the benefit of its limited partners. To achieve this objective, the
Partnership has: (1) acquired a diversified portfolio of short-term, high-yield
lease and financing transactions, (2) made monthly cash distributions to its
limited partners from cash from operations and cash from sales and disposition
of equipment, commencing with each limited partner's admission to the
Partnership; (3) re-invested substantially all undistributed cash from
operations and cash from sales of equipment and financing transactions during
the reinvestment period; and (4) begun to sell the Partnership's investments and
distribute the cash from sales of such investments to its limited partners.
The equipment leasing industry is highly competitive. When seeking leasing
transactions for acquisition, the Partnership competed 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 the Partnership and have greater financial
resources. Because the reinvestment period of the Partnership has ended, it will
no longer be competing for acquisitions. However, competition and supply and
demand may affect the Partnership's ability to optimize value upon the sale of
its equipment.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
The Partnership has no direct employees. The General Partner has full and
exclusive discretion in management and control of the Partnership.
Lease and Financing Transactions
For the years ended December 31, 2003 and 2002, the Partnership did not
finance or purchase any new equipment.
The lease of an aircraft to Aerovias de Mexico, S.A. de C.V. ("Aeromexico")
represents more than 10% of the Partnership's revenue for the year ended
December 31, 2003. The carrying value of the Aeromexico aircraft represented
approximately 84% of the Partnership's assets at December 31, 2003.
Item 2. Properties
----------
The Partnership neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs.
Item 3. 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 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matters were submitted to a vote of security holders during the fourth
quarter 2003.
PART II
Item 5. Market for the Registrant's Securities and Related Security Holder
Matters
The Partnership's limited partnership interests are not publicly traded nor
is there currently a market for the Partnership's limited partnership units. It
is unlikely that any such market will develop.
Number of Equity Security Holders
Title of Class as of February 29, 2004
-------------- -----------------------
Limited Partners 2,279
General Partner 1
The Partnership made distributions on a monthly basis totaling $2,417,343
and $2,462,627 for the years 2003 and 2002, respectively. For the three months
ended March 30, 2004, the Partnership has made distributions of $361,395 to the
limited partners.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
Item 6. Selected Consolidated Financial Data
------------------------------------
Year Ended December 31,
-----------------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Total revenues $ 1,135,294 $ 4,835,007 $ 4,724,024 $ 5,893,091 $ 5,036,158
============= ============== ============= ============= =============
Net (loss) income $ (3,109,672) $ 114,894 $ (348,138) $ 2,289,451 $ 1,221,020
============= ============== ============= ============= =============
Net (loss) income allocable to
limited partners $ (3,078,575) $ 113,745 $ (344,657) $ 2,266,556 $ 1,208,810
============= ============== ============= ============= =============
Net (loss) income allocable
to General Partner $ (31,097) $ 1,149 $ (3,481) $ 22,895 $ 12,210
============= ============== ============= ============= =============
Weighted average number of limited
partnership units outstanding 377,790 378,278 378,288 $ 378,383 379,187
============= ============== ============= ============= =============
Net (loss) income per weighted
average limited partnership unit $ (8.15) $ .30 $ (.91) $ 5.99 $ 3.19
============= ============== ============= ============= =============
Distributions to limited partners $ 2,417,343 $ 2,462,627 $ 3,488,143 $ 3,858,906 $ 4,075,766
============= ============== ============= ============= =============
Distribution per weighted average
limited partnership unit $ 6.40 $ 6.51 $ 9.22 $ 10.20 $ 10.75
============= ============== ============= ============= =============
Distributions to General Partner $ 24,418 $ 24,875 $ 35,204 $ 38,995 $ 41,178
============= ============== ============= ============= =============
December 31,
------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Total assets $ 11,534,680 $ 17,096,062 $ 26,589,619 $ 36,337,813 $ 38,616,693
================ =============== ================ ============= =============
Notes Payable $ 9,043,249 $ 9,190,418 $ 15,596,106 $ 21,194,679 $ 20,780,931
================ =============== ================ ============= =============
Partners' Equity $ 1,536,564 $ 7,089,371 $ 9,463,279 $ 13,334,764 $ 14,951,046
================ =============== ================ ============= =============
For the year 2003, the Partnership disposed of most of its equipment that
was subject to operating leases. This resulted in a decrease in rental income of
approximately $2 million and a decrease in gain on sales of equipment of
approximately $1.4 million.
The selected financial data should be read in conjunction with the
consolidated financial statements and related notes included in Item 8 of this
report.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
Item 7. 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 consolidated financial statements
included herein. 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.
Overview - The results of operations for the year ended December 31, 2003
reflect the risk factors outlined in the Partnership's prospectus. Such risk
factors include, but are not limited to, the decline in the value of the
Partnership's equipment, no guarantee of profitability, the potential of lessee
default, and economic factors such as prevailing interest rates. These risk
factors affect the Partnership's ability to realize income, in that they
increase the Partnership's expenses by way of additional depreciation,
impairment loss, and provision for bad debts. In addition, as the Partnership
liquidates its portfolio and leases expire, the cash flow will decrease.
Under the Operating Agreement of the Partnership, the term of the
Partnership is limited to the life-span of the leases remaining in the portfolio
during the liquidation period. Therefore, as the leases mature, the expected
revenue from the portfolio will decline. However, the Partnership's expenses,
while declining during the liquidation period will increase as a percentage of
lease revenue as certain expenses are fixed; thereby decreasing the
partnership's cash flow.
As the Partnership is currently operating in its liquidation period, the
General Partner diligently monitors the portfolio for any trends that would
affect equipment values.
The Partnership - The Partnership's portfolio consisted of a net investment
in finance leases, operating leases, and equity investments in unconsolidated
joint ventures representing 8%, 87%, and 5% of total investments at December 31,
2003, respectively, and 9%, 85%, and 6% of total investments at December 31,
2002, respectively. The Partnership did not finance or purchase any new
equipment in 2003, 2002 and 2001.
Results of Operations
- ---------------------
Years ended December 31, 2003 and 2002
Revenues for the year ended December 31, 2003 were $1,135,294 representing
a decrease of $3,699,713 or 76.5% from 2002. The decrease in revenues resulted
primarily from a decrease in rental income of $2,016,859. This was due to the
expiration of operating leases (and subsequent sale of underlying equipment) as
well as the extension agreement for the Aeromexico lease. In addition, finance
income decreased by $403,890 due to the reduction in the average size of the
finance lease portfolio. Gains on sales of equipment also decreased by
$1,416,923 to a net loss of $263,552 and income from
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 30, 2003
investments in unconsolidated joint ventures decreased by $213,355 to a loss of
$74,009. These decreases were partially offset by other income of $353,019.
Other income includes a one-time adjustment based on a revised estimate of
residual notes outstanding and loss recoveries on a lease to Raymond Access
Limited which was terminated in December 2002.
Expenses for the year ended 2003 were $4,244,966, representing a decrease
of $475,147 or 10.0% from 2002. The decrease in expenses was partially the
result of a reduction in depreciation expense of $643,793. Depreciation expense
decreased due to the expiration of operating leases and sale of underlying
equipment. In addition, interest expense decreased by $499,666, resulting from a
reduction in the average debt outstanding from 2002 to 2003. General and
administrative expenses also decreased by $279,524 due mainly to a decrease in
professional fees. Management fees - general partner decreased by $213,295 and
administrative expense reimbursements - general partner decreased by $102,426,
both as a result of the reduction in the average size of the Partnership's lease
portfolio. In addition, the provision for bad debts was reduced by $204,018. As
a result of an analysis of delinquencies, an assessment of overall risk and
review of historical loss experience, the allowance was adjusted downward.
Offsetting these decreases was a charge of $1,500,000 for an impairment loss on
the Aeromexico aircraft.
Net (loss) income for the years ended December 31, 2003 and 2002 was
$(3,109,672) and $114,894, respectively. The net (loss) income per weighted
average limited partnership unit outstanding was $(8.15) and $.30 for 2003 and
2002, respectively.
Years ended December 31, 2002 and 2001
Revenues for the year ended December 31, 2002 were $4,835,007, representing
an increase of $110,983 or 2.3% from 2001. The increase in revenues resulted
primarily from an increase in income from equity investments in unconsolidated
joint ventures of $1,617,848. This was the result of reversals of provisions for
bad debts recorded by one of the underlying joint ventures, 1997-A, of $268,834
in 2002 versus a provision for bad debts for 1997-A and another underlying joint
venture, 1997-B, of $1,825,000 and $2,162,304, respectively, in 2001. This
increase to revenue was partially offset by a decrease in rental income of
$992,897. The decrease was due to the expiration of operating leases (and
subsequent sale of underlying equipment). Finance lease income also decreased by
$381,546 due primarily to the continued collection of rentals reducing the
investment in financing leases, on which finance lease income is based.
Expenses for the year ended December 31, 2002 were $4,720,113, representing
a decline of $352,049 or 6.9% from 2001. The decline in expenses resulted
primarily from a decrease in interest expense of $426,130. The decrease in
interest expense resulted from a reduction in the average debt outstanding from
2001 to 2002. Additionally, management fees decreased by $161,596 and
administrative expense reimbursements decreased by $97,886. Both were a result
of the reduction in the average size of the finance lease portfolio. These
decreases were partially offset by an increase in general and administrative
expenses of $237,913, brought on by an increase in professional fees. As well,
depreciation expense increased by $116,593. This increase was the result of a
change (reduction) in the estimate of the residual value of an aircraft in the
fourth quarter of 2001.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
Net income (loss) for the years ended December 31, 2002 and 2001 was
$114,894 and $(348,138), respectively. The net income (loss) per weighted
average limited partnership unit outstanding was $.30 and $(.91) for 2002 and
2001, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds in 2003 were net cash provided
by operating activities of $950,115, proceeds from sales of equipment of
$953,841 and distributions received from unconsolidated joint ventures of
$379,779. These funds were used to pay operating expenses and cash distributions
to partners. The Partnership made distributions to limited partners for the
years ended December 31, 2003, 2002 and 2001 of $2,417,343, $2,462,627 and
$3,488,143, respectively.
The Partnership's non-recourse debt balance of $9,043,249, which is secured
by the aircraft on lease to Aeromexico, matured in January 2004. Although the
maturity date has passed, the Partnership has been negotiating with the lender
to extend the maturity date to that of the lease expiration date of January
2005.
The Partnership has the following contractual obligation as of December 31,
2003. This obligation arises from the acquisition of equipment subject to lease.
Rental payments from the leases associated with this equipment are assigned to
paydown such obligation.
Payments Due By Period
1-2 years
---------
Long-term obligation (notes payable) $ 9,043,249
See Note 6 to the consolidated financial statements, as set forth in Part
II, Item 8, for information regarding non-recourse debt.
The Partnership's reinvestment period ended November 11, 2000 and the
disposition period began 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 begin the orderly
termination of its operations and affairs. The Partnership has not and will not
invest in any additional finance or lease transactions during the disposition
period. As a result of the Partnership's entering into the disposition period,
future monthly distributions are expected to fluctuate depending on the amount
of asset sale and re-lease proceeds generated during the period.
As of December 31, 2003 there were no known trends or demands, commitments,
events or uncertainties apart from those mentioned above which are likely to
have any material effect on liquidity. As cash is realized from operations and
additional borrowings, the Partnership will continue to invest in equipment
leases and financings where it deems it to be prudent while 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)
December 31, 2003
Significant Accounting Policies
The policies discussed below are considered by the General Partner to be
critical to an understanding of the Partnership's consolidated financial
statements because their application places the most significant demands on the
General Partner's judgments, with financial reporting results relying on
estimation about the effect of matters that are inherently uncertain. Specific
risks for these critical accounting policies are described in the following
paragraphs. For all of these policies, the General Partner cautions that future
events rarely develop exactly as forecast, and the best estimates routinely
require adjustment.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the dates of the financial statements and
revenues and expenses during the reporting periods. 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.
Leases and Revenue Recognition - The Partnership accounts for owned
equipment leased to third parties as finance leases, or operating leases, as
appropriate. Initial direct costs are capitalized and are amortized over the
terms of the related leases using the interest or straight-line methods.
For finance leases, the Partnership records, at the inception of the lease,
the total minimum lease payments receivable, the estimated unguaranteed residual
values, the initial direct costs related to the leases 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 terms of the related leases using the interest method.
For operating leases, equipment is recorded and depreciated on the
straight-line method over the lease term to its estimated residual value at
lease termination and is subject to the Partnership's impairment review policy.
Related lease rentals are recognized on the straight line method over the lease
terms. Billed and uncollected operating lease receivables are included in other
assets.
Credit Risk - Financial instruments that potentially subject the
Partnership to concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial institutions. The concentration of such deposits and temporary cash
investments is not deemed to create a significant risk to the Partnership.
Accounts receivable represent amounts due from lessees in various industries,
related to equipment on operating and direct financing leases.
The Partnership records a provision for doubtful accounts to provide for
estimated credit losses in its portfolio. The allowance for doubtful accounts is
based on an analysis of delinquency, an assessment of overall risk and a review
of historical loss experience. The Partnership's write-off policy is based on an
analysis of the aging of the Partnership's portfolio, a review of the
non-performing receivables and leases, and prior collection experience. An
account is fully reserved for or written-off when the analysis indicates that
the probability of collection of the account is remote.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
Impairment - Residual values of the Partnership's asset portfolio are
periodically reviewed to determine whether events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable. The events
or changes in circumstances which generally indicate that the residual value of
an asset may be impaired are (i) the estimated fair value of the underlying
equipment is less than the Partnership's carrying value or (ii) the lessee is
experiencing financial difficulties and it does not appear likely that the
estimated proceeds from disposition of the asset will be sufficient to satisfy
the remaining obligation to the non-recourse lender and the Partnership's
residual position. Generally in the latter situation, the residual position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental payments directly to the lender and the Partnership
does not recover its residual until the non-recourse note obligation is repaid
in full.
An impairment loss is measured and recognized only if the estimated
undiscounted future cash flows of the asset are less than their net book value.
The estimated undiscounted future cash flows are the sum of the estimated
residual value of the asset at the end of the asset's expected holding period
and estimates of undiscounted future rents. The residual value assumes, among
other things, that the asset is utilized normally in an open, unrestricted and
stable market. Short-term fluctuations in the market place are disregarded and
it is assumed that there is no necessity either to dispose of a significant
number of the assets simultaneously, if held in quantity, or to dispose of the
asset quickly. Impairment is measured as the difference between the fair value
of the assets and its carrying value on the measurement date.
Recent Accounting Pronouncements
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities under SFAS No. 133. The
Statement requires that contracts with comparable characteristics be accounted
for similarly and clarifies when a derivative contains a financing component
that warrants special reporting in the statement of cash flows. SFAS No. 149 is
effective for contracts entered into or modified after June 30, 2003, except in
certain circumstances, and for hedging relationships designated after June 30,
2003. The adoption of this standard did not have a material effect on the
Partnership's financial position or results of operations.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This Statement
establishes standards for how an issuer classifies and measures in its
statements of financial position certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances) because that financial instrument embodies an
obligation of the issuer. This Statement is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of nonpublic entities. For
nonpublic entities, the effective date of the provisions of SFAS No. 150 that
relate to mandatorily redeemable financial instruments has been deferred until
fiscal years that begin after December 31, 2003. The adoption of this standard
is not expected to have a material effect on the Partnership's financial
position or results of operations.
In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities, an Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46 provides guidance on how to identify a variable interest
entity, or VIE, and determine when the assets, liabilities, non-controlling
interests, and results of operations of a VIE must be included in a
partnership's consolidated financial statements. A partnership that holds
variable interests in an entity is required to consolidate the entity if the
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
partnership's interest in the VIE is such that the partnership will absorb a
majority of the VIE's expected losses and/or receive a majority of the entity's
expected residual returns, if any. VIEs created after January 31, 2003, but
prior to January 1, 2004, may be accounted for either based on the original
interpretation or the Revised Interpretations. However, the Revised
Interpretations must be applied no later than the first quarter of fiscal year
2004. VIEs created after January 1, 2004 must be accounted for under the Revised
Interpretations. There has been no material impact to the Partnership's
financial statements and there is no expected impact from the adoption of the
deferred provisions in the first quarter of fiscal year 2004.
The Partnership does not believe that any other recently issued, but not
yet effective, accounting standards will have a material effect on the
Partnership's financial position or results of operations.
Item 7A. 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. Except as discussed below, the Partnership
believes its exposure to other market risks are insignificant to both its
financial position and results of operations.
The Partnership manages its interest rate risk by obtaining fixed rate
debt. The fixed rate debt service obligation streams are generally matched by
fixed rate lease receivable streams generated by the Partnership's lease
investments.
The Partnership manages its exposure to equipment and residual risk by
monitoring the equipment leasing market and maximizing the re-marketing proceeds
received.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
Item 8. Consolidated Financial Statements
---------------------------------
Index to Consolidated Financial Statements
Page Number
-----------
Independent Auditors' Reports 13-14
Consolidated Balance Sheets as of December 31, 2003 and 2002 15
Consolidated Statements of Operations for the Years Ended
December 31, 2003, 2002 and 2001 16
Consolidated Statement of Changes in Partners' Equity for the Years Ended
December 31, 2001, 2002 and 2003 17
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2003, 2002 and 2001 18-20
Notes to Consolidated Financial Statements 21-32
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Consolidated Financial Statements
December 31, 2003
(With Independent Auditors' Report Thereon)
The Partners
ICON Cash Flow Partners L.P. Six
INDEPENDENT AUDITOR'S REPORT
----------------------------
We have audited the accompanying consolidated balance sheets of ICON Cash Flow
Partners L.P. Six (a Delaware limited partnership) and subsidiaries as of
December 31, 2003 and 2002 and the related consolidated statements of
operations, changes in partners' equity and cash flows for each of the two years
in the period ended December 31, 2003. 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 auditing standards generally accepted
in the United States of America. 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. Six and subsidiaries as of December 31, 2003 and 2002 and the
results of their operations and their cash flows for each of the two years in
the period ended December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 1, the Partnership's reinvestment period ended November 11,
2000 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 19, 2004
New York, New York
Independent Auditors' Report
----------------------------
The Partners
ICON Cash Flow Partners L.P. Six:
We have audited the accompanying consolidated statements of operations,
partners' equity, and cash flows of ICON Cash Flow Partners L.P. Six (a Delaware
limited partnership) for the year ended December 31, 2001. 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 audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects the results of the operations and the cash
flows of ICON Cash Flow Partners L.P. Six for the year ended December 31, 2001,
in conformity with accounting principles generally accepted in the United States
of America.
/s/KPMG LLP
April 15, 2002
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Consolidated Balance Sheets
December 31, 2003 and 2002
2003 2002
Assets
Cash and cash equivalents $ 44,339 $ 203,739
--------------- --------------
Investment in finance leases
Minimum rents receivable 383,486 755,103
Estimated unguaranteed residual values 649,909 1,105,178
Initial direct costs, net - 706
Unearned income (9,700) (26,665)
Allowance for doubtful accounts (93,679) (293,679)
--------------- --------------
930,016 1,540,643
--------------- --------------
Investment in operating leases
Equipment at cost 17,886,854 21,965,262
Accumulated depreciation (8,049,110) (7,876,081)
--------------- --------------
9,837,744 14,089,181
--------------- --------------
Investments in unconsolidated joint ventures 595,464 1,019,138
--------------- --------------
Other assets, net 127,117 243,361
--------------- --------------
Total assets $ 11,534,680 $ 17,096,062
=============== ==============
Liabilities and Partners' Equity
Note payable - non-recourse $ 9,043,249 $ 9,190,418
Security deposits and deferred credits 161,243 440,818
Accounts payable and accrued expenses 242,988 299,706
Due to affiliates 513,757 7,138
Minority interest in consolidated joint venture 36,879 68,611
---------------- --------------
Total liabilities 9,998,116 10,006,691
---------------- --------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (312,319) (256,804)
Limited partners (377,758 and 378,258 units outstanding,
$100 per unit original issue price) 1,848,883 7,346,175
--------------- --------------
Total partners' equity 1,536,564 7,089,371
--------------- --------------
Total liabilities and partners' equity $ 11,534,680 $ 17,096,062
=============== ==============
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Consolidated Statements of Operations
For the Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
---- ---- ----
Revenues
Rental income $ 1,076,686 $ 3,093,545 $ 4,086,442
Finance income 43,095 446,985 828,531
Net (loss) gains on sales of equipment (263,552) 1,153,371 1,269,006
(Loss) income from investments
in unconsolidated joint ventures (74,009) 139,346 (1,478,502)
Interest income 55 1,760 18,547
Other income 353,019 - -
-------------- ------------- -------------
Total revenues 1,135,294 4,835,007 4,724,024
-------------- ------------- -------------
Expenses
Depreciation 1,430,010 2,073,803 1,957,210
Impairment loss 1,500,000 - -
Interest 1,105,218 1,604,884 2,031,014
General and administrative 298,305 577,829 339,916
Management fees - General Partner 106,843 320,138 481,734
Administrative expense reimbursements
- General Partner 39,635 142,061 239,947
Amortization of initial direct costs 706 4,857 16,669
Reversal of provision for bad debts (204,018) - -
Minority interest (income) expense in
consolidated joint venture (31,733) (3,459) 5,672
-------------- ------------- -------------
Total expenses 4,244,966 4,720,113 5,072,162
-------------- ------------- -------------
Net (loss) income $ (3,109,672) $ 114,894 $ (348,138)
============== ============= =============
Net (loss) income allocable to:
Limited partners $ (3,078,575) $ 113,745 $ (344,657)
General Partner (31,097) 1,149 (3,481)
-------------- ------------- -------------
$ (3,109,672) $ 114,894 $ (348,138)
============== ============= =============
Weighted average number of limited
partnership units outstanding 377,790 378,278 378,288
============== ============= =============
Net (loss) income per weighted average
limited partnership unit $ (8.15) $ .30 $ (.91)
============= ============= =============
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Consolidated Statement of Changes in Partners' Equity
For the Years Ended December 31, 2001, 2002 and 2003
Limited Partner Distributions
-----------------------------
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at
January 1, 2001 $ 13,529,157 $ (194,393) $ 13,334,764
Cash distributions
to partners $ 9.22 $ - (3,488,143) (35,204) (3,523,347)
Net loss (344,657) (3,481) (348,138)
--------------- ------------- ---------------
Balance at
December 31, 2001 9,696,357 (233,078) 9,463,279
Cash distributions
to partners $ 6.21 $ .30 (2,462,627) (24,875) (2,487,502)
Limited partnership units
redeemed (30 units) (1,300) - (1,300)
Net income 113,745 1,149 114,894
--------------- ------------- --------------
Balance at
December 31, 2002 7,346,175 (256,804) 7,089,371
Cash distributions
to partners $ 6.40 $ - (2,417,343) (24,418) (2,441,761)
Limited partnership units
redeemed (500 units) (1,374) - (1,374)
Net loss (3,078,575) (31,097) (3,109,672)
--------------- ------------- ---------------
Balance at
December 31, 2003 $ 1,848,883 $ (312,319) $ 1,536,564
=============== ============= ===============
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
---- ---- ----
Cash flows from operating activities:
Net (loss) income $ (3,109,672) $ 114,894 $ (348,138)
------------- -------------- -------------
Adjustments to reconcile net (loss) income to
net cash provided by (used in) operating activities:
Depreciation 1,430,010 2,073,803 1,957,210
Impairment loss 1,500,000 - -
Reversal of provision for bad debts (204,018) - -
Rental income - paid directly to lenders by lessees (900,000) (2,914,890) (3,993,234)
Finance income portion of receivables paid directly
to lenders by lessees - (402,157) (599,313)
Amortization of initial direct costs and loan fees 46,507 134,001 145,813
Net loss (gains) on sales of equipment 263,552 (1,153,371) (1,269,006)
Loss (income) from investments in unconsolidated
joint ventures 74,009 (139,346) 1,478,502
Interest expense on non-recourse financing
paid directly to lenders by lessees 1,059,417 1,475,740 1,901,870
Minority interest (income) expense in consolidated
joint venture (31,733) (3,459) 5,672
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 360,299 258,437 1,448,705
Other assets 123,332 126,476 304,498
Security deposits and deferred credits (193,016) 47,265 (441,195)
Accounts payable and accrued expenses (3,211) (41,122) 62,575
Due to affiliates 506,619 (87,674) 94,812
Other 28,020 489 -
------------- -------------- -------------
Total adjustments 4,059,787 (625,808) 1,096,909
------------- -------------- -------------
Net cash provided by (used in) operating activities 950,115 (510,914) 748,771
------------- -------------- -------------
Cash flows from investing activities:
Proceeds from sales of equipment 953,841 2,309,673 3,121,860
Distributions received from
unconsolidated joint ventures 379,779 508,966 211,516
Investments in unconsolidated joint ventures - - (283)
------------- -------------- -------------
Net cash provided by investing activities 1,333,620 2,818,639 3,333,093
------------- -------------- -------------
(continued on next page)
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows - (continued)
For the Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
---- ---- ----
Cash flows from financing activities:
Cash distributions to partners (2,441,761) (2,487,502) (3,523,347)
Principal payment on notes payable - non-recourse - - (1,012,598)
Redemption of limited partnership units (1,374) (1,300) -
------------- -------------- -------------
Net cash used in financing activities (2,443,135) (2,488,802) (4,535,945)
------------- -------------- -------------
Net decrease in cash and cash equivalents (159,400) (181,077) (454,081)
Cash and cash equivalents at beginning of year 203,739 384,816 838,897
------------- -------------- -------------
Cash and cash equivalents at end of year $ 44,339 $ 203,739 $ 384,816
============= ============== =============
Supplemental Disclosures of Cash Flow Information
For the years ended December 31, 2003, 2002 and 2001, non-cash activities
included the following:
2003 2002 2001
---- ---- ----
Principal and interest on direct finance receivables
paid directly to lenders by lessees $ 306,586 $ 4,966,538 $ 2,494,611
Rental income paid directly to lenders by lessees 900,000 2,914,890 3,993,234
Principal and interest on non-recourse financing
paid directly to lenders by lessees (1,206,586) (7,881,428) (6,487,845)
--------------- ---------------- ----------------
$ - $ - $ -
=============== ================= =================
Interest expense:
Interest paid directly to lenders
by lessees $ 1,059,417 $ 1,475,740 $ 1,901,870
Other interest paid 45,801 129,144 129,144
--------------- ---------------- ----------------
Total interest expense $ 1,105,218 $ 1,604,884 $ 2,031,014
=============== ================ ================
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2003, 2002 and 2001
1. Organization
ICON Cash Flow Partners L.P. Six (the "Partnership") was formed on July 8,
1993 as a Delaware limited partnership with an initial capitalization of $2,000
by the General Partner. It was formed to acquire various types of equipment, to
lease such equipment to third parties and, to a lesser degree, to enter into
secured financing transactions. The Partnership commenced business operations on
its initial closing date, March 31, 1994, with the admission of 16,537.73
limited partnership units at $100 per unit representing $1,653,773 of capital
contributions. Between April 1, 1994 and November 8, 1995 (the final closing
date), 367,319.39 additional units were admitted, bringing the total admissions
to 383,857.12 units aggregating $38,385,712 in capital contributions. Between
1995 and 2003 the Partnership redeemed 6,098.65 limited partnership units
resulting in 377,758.47 limited partnership units outstanding at December 31,
2003.
The Partnership's reinvestment period ended November 11, 2000 and the
Partnership commenced its disposition period. During the disposition period the
Partnership will 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.
The Partnership is an equipment leasing income fund. The principal
investment 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 has: (1) acquired a diversified portfolio of leases and
financing transactions; (2) made monthly cash distributions to its limited
partners commencing with each limited partner's admission to the Partnership,
(3) re-invested substantially all undistributed cash from operations and cash
from sales of equipment and financing transactions during the reinvestment
period; and (4) commenced the disposition period and begun to sell the
Partnership's investments and distribute the cash from sales of such investments
to its partners.
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.
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, compounded daily, on its outstanding adjusted capital
contribution account. After such time, the distributions will be allocated 90%
to the limited partners and 10% to the General Partner.
2. Significant Accounting Policies
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 dates of the financial statements and
revenues and expenses during the reporting periods. 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.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Consolidation - The consolidated financial statements include the accounts
of the Partnership and its majority owned subsidiaries. All inter-company
accounts and transactions have been eliminated in consolidation. The Partnership
accounts for its interests in less than 50% 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 thereafter.
Cash and Cash Equivalents - Cash and cash equivalents are defined as cash
in banks and highly liquid investments with original maturity dates of three
months or less. The Partnership's cash and cash equivalents are held principally
at one financial institution and at times may exceed insured limits.
Leases and Revenue Recognition - The Partnership accounts for owned
equipment leased to third parties as finance leases, or operating leases, as
appropriate. Initial direct costs are capitalized and are amortized over the
terms of the related leases using the interest or straight-line methods.
For finance leases, the Partnership records, at the inception of the lease,
the total minimum lease payments receivable, the estimated unguaranteed residual
values, the initial direct costs related to the leases 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 terms of the related leases using the interest method.
For operating leases, equipment is recorded and depreciated on the
straight-line method over the lease term to its estimated residual value at
lease termination and is subject to the Partnership's impairment review policy.
Related lease rentals are recognized on the straight line method over the lease
terms. Billed and uncollected operating lease receivables are included in other
assets.
Credit Risk - Financial instruments that potentially subject the
Partnership to concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial institutions. The concentration of such deposits and temporary cash
investments is not deemed to create a significant risk to the Partnership.
Accounts receivable represent amounts due from lessees in various industries,
related to equipment on operating and direct financing leases.
The Partnership records a provision for doubtful accounts to provide for
estimated credit losses in its portfolio. The allowance for doubtful accounts is
based on an analysis of delinquency, an assessment of overall risk and a review
of historical loss experience. The Partnership's write-off policy is based on an
analysis of the aging of the Partnership's portfolio, a review of the
non-performing receivables and leases, and prior collection experience. An
account is fully reserved or written off when the analysis indicates that the
probability of collection of the account is remote.
Impairment - Residual values of the Partnership's asset portfolio are
periodically reviewed to determine whether events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable. The events
or changes in circumstances which generally indicate that the residual value of
an asset may be impaired are (i) the estimated fair value of the underlying
equipment is less than the Partnership's carrying value or (ii) the lessee is
experiencing financial difficulties and it does not appear likely that the
estimated proceeds from disposition of the asset will be sufficient to satisfy
the remaining obligation to the non-recourse lender and the Partnership's
residual position. Generally in the latter situation, the residual position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental payments directly to the lender and the Partnership
does not recover its residual until the non-recourse note obligation is repaid
in full.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
An impairment loss is measured and recognized only if the estimated
undiscounted future cash flows of the asset are less than their net book value.
The estimated undiscounted future cash flows are the sum of the estimated
residual value of the asset at the end of the asset's expected holding period
and estimates of undiscounted future rents. The residual value assumes, among
other things, that the asset is utilized normally in an open, unrestricted and
stable market. Short-term fluctuations in the market place are disregarded and
it is assumed that there is no necessity either to dispose of a significant
number of the assets simultaneously, if held in quantity, or to dispose of the
asset quickly. Impairment is measured as the difference between the fair value
of the assets and its carrying value on the measurement date.
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 as of December 31, 2003 and 2002 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.
Redemption of Limited Partnership Units - The General Partner consented to
the Partnership redeeming 500 units in 2003 and 30 units in 2002. 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. The Partnership agreement limits the number of units
which can be redeemed in any one year and redeemed units may not be reissued.
Redeemed limited partnership units are accounted for as a deduction from
partners' equity. No units were redeemed in 2001.
Income Taxes - No provision for income taxes has been recorded since the
liability for such taxes is that of each of the 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 taxes of the partners.
Reclassifications - Certain items from prior years have been reclassified
to conform to the presentation used in 2003.
Recent Accounting Pronouncements - In April 2003, the FASB issued SFAS No.
149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. SFAS No. 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. The Statement requires
that contracts with comparable characteristics be accounted for similarly and
clarifies when a derivative contains a financing component that warrants special
reporting in the statement of cash flows. SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003, except in certain
circumstances, and for hedging relationships designated after June 30, 2003. The
adoption of this standard did not have a material effect on the Partnership's
financial position or results of operations.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This Statement
establishes standards for how an issuer classifies and measures in its
statements of financial position certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances) because that financial instrument embodies an
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
obligation of the issuer. This Statement is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of nonpublic entities. For
nonpublic entities, the effective date of the provisions of SFAS No. 150 that
relate to mandatorily redeemable financial instruments has been deferred until
fiscal years that begin after December 31, 2003. The adoption of this standard
is not expected to have a material effect on the Partnership's financial
position or results of operations.
In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities, an Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46 provides guidance on how to identify a variable interest
entity, or VIE, and determine when the assets, liabilities, non-controlling
interests, and results of operations of a VIE must be included in a
partnership's consolidated financial statements. A partnership that holds
variable interests in an entity is required to consolidate the entity if the
partnership's interest in the VIE is such that the partnership will absorb a
majority of the VIE's expected losses and/or receive a majority of the entity's
expected residual returns, if any. VIEs created after January 31, 2003, but
prior to January 1, 2004, may be accounted for either based on the original
interpretation or the Revised Interpretations. However, the Revised
Interpretations must be applied no later than the first quarter of fiscal year
2004. VIEs created after January 1, 2004 must be accounted for under the Revised
Interpretations. There has been no material impact to the Partnership's
financial statements and there is no expected impact from the adoption of the
deferred provisions in the first quarter of fiscal year 2004.
The Partnership does not believe that any other recently issued, but not
yet effective, accounting standards will have a material effect on the
Partnership's financial position or results of operations.
3. Joint Ventures
The Partnership and its affiliates formed seven joint ventures discussed
below for the purpose of acquiring and managing various assets. The Partnership
and its affiliates have identical investment objectives and participate on the
same terms and conditions. The Partnership has a right of first refusal to
purchase the equipment, on a pro-rata basis, if any of the affiliates desire to
sell their interest in the equipment.
Consolidated Joint Venture
The joint venture described below is majority owned and 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 on
lease with a U.S. based commercial airline. The Partnership and Series E
acquired interests of 99% and 1%, respectively, in ICON Cash Flow LLC II. In
1997, upon the scheduled termination of the lease, the aircraft was remarketed
to Aerovias de Mexico, S.A. de C.V. ("Aeromexico") under a lease that originally
expired in November 2002. At that time, an extension agreement was entered into
with Aeromexico which provided for an initial 15 month rental at $75,000 per
month. At the end of the 15 month renewal period, Aeromexico had the option to
renew for two additional twelve-month periods at similar monthly rental rates.
Aeromexico has exercised its first right to renew and the lease expiration was
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
extended until January 2005. ICON Cash Flow LLC II acquired the aircraft,
assuming non-recourse debt and utilizing cash received from the Partnership and
Series E. Profits, losses, excess cash and disposition proceeds of the joint
venture 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 consolidated balance sheets and
as minority interest (income) expense in consolidated joint venture on its
consolidated statements of operations.
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.
------------------------------
In September 1994, the Partnership and an affiliate, Series E, formed a
joint venture, ICON Cash Flow Partners L.L.C. ("ICON Cash Flow LLC "), for the
purpose of acquiring and managing an aircraft on lease with a U.S. based
commercial airline. The Partnership and Series E acquired interests of 1% and
99%, respectively, in ICON Cash Flow LLC. In 1997, upon the scheduled
termination of the lease, the aircraft was remarketed to Aeromexico under a
lease that originally expired in October 2002. At that time, an extension
agreement was entered into with Aeromexico which provided for an initial 15
month rental at $75,000 per month. At the end of the 15 month renewal period,
Aeromexico had the option to renew for two additional twelve-month periods at
similar monthly rental rates. Aeromexico has exercised its first right to renew
and the lease expiration was extended until January 2005. ICON Cash Flow LLC
acquired the aircraft, assuming non-recourse debt and utilizing cash received
from the Partnership and Series E. Profits, losses, excess cash and disposition
proceeds of the joint venture are allocated 1% to the Partnership and 99% to
Series E. The outstanding non-recourse debt at December 31, 2003 was $9,383,441.
Information as to the financial position and results of operations of ICON
Cash Flow LLC as of and for the years ended December 31, 2003 and 2002 is
summarized below:
December 31, 2003 December 31, 2002
----------------- -----------------
Assets $ 13,422,558 $ 16,653,215
================ ===============
Liabilities $ 9,433,146 $ 9,235,949
================ ===============
Equity $ 3,989,412 $ 7,417,266
================ ===============
Partnership's share of equity $ 39,894 $ 74,173
================ ===============
For the Year Ended For the Year Ended
December 31, 2003 December 31, 2002
----------------- -----------------
Net loss $ (3,427,854) $ (280,759)
================ ===============
Partnership's share of net loss $ (34,279) $ (2,808)
================ ===============
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
ICON Receivables 1997-A LLC
---------------------------
In March and September 1997, the Partnership and affiliates, ICON Cash Flow
Partners, L.P., Series D ("Series D"), Series E, 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") for the
purpose of securitizing the cash flow collections from a portfolio of leases. As
of December 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.
Information as to the financial position and results of operations of
1997-A as of and for the years ended December 31, 2003 and 2002 is summarized
below:
December 31, 2003 December 31, 2002
----------------- -----------------
Assets $ 810,802 $ 694,761
================ ===============
Liabilities $ 595,106 $ 390,389
================ ===============
Equity $ 215,696 $ 304,372
================ ===============
Partnership's share of equity $ 66,930 $ 94,446
================ ===============
For the Year Ended For the Year Ended
December 31, 2003 December 31, 2002
----------------- -----------------
Net (loss) income $ (88,676) $ 155,235
================ ===============
Partnership's share of net
(loss) income $ (27,516) $ 48,169
================ ===============
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") and contributed cash, equipment
leases and residuals for the purpose of securitizing the cash flow collections
from a portfolio of leases. The Partnership, Series E and L.P. Seven each
received an 8.33%, 75.00% and 16.67% interest, respectively, in 1997-B.
Information as to the financial position and results of operations of
1997-B as of and for the years ended December 31, 2003 and 2002 is summarized
below:
December 31, 2003 December 31, 2002
----------------- -----------------
Assets $ 1,756,597 $ 3,241,761
================ ===============
Liabilities $ 1,681,931 $ 2,825,588
================ ===============
Equity $ 74,666 $ 416,173
================ ===============
Partnership's share of equity $ 6,219 $ 34,666
================ ===============
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
For the Year Ended For the Year Ended
December 31, 2003 December 31, 2002
----------------- -----------------
Net (loss) income $ (341,507) $ 223,402
============== ===============
Partnership's share of net (loss) income $ (28,447) $ 18,609
============== ===============
Distributions $ - $ 196,226
============== ===============
Partnership's share of distributions $ - $ 16,346
============== ===============
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 coal handling facility on lease with Portland General
Electric, a utility Partnership. The purchase price totaled $27,421,810 and was
funded with cash and the assumption of 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.
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 were increased to .5025%, .5025%, and 98.995% for the
Partnership, L.P. Seven, and Fund Eight A, respectively.
Information as to the financial position and results of operations of ICON
BF as of and for the years ended December 31, 2003 and 2002 is summarized below:
December 31, 2003 December 31, 2002
----------------- ----------------
Assets $ 21,366,282 $ 23,193,438
================ ===============
Liabilities $ 7,314,376 $ 10,583,632
================ ===============
Equity $ 14,051,906 $ 12,609,806
================ ===============
Partnership's share of equity $ 70,611 $ 63,364
================ ===============
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
For the Year Ended For the Year Ended
December 31, 2003 December 31, 2002
----------------- -----------------
Net income $ 1,442,100 $ 1,343,365
================ ===============
Partnership's share of net income $ 7,247 $ 6,750
================ ===============
ICON/AIC Trust
-------------
In 1999, ICON/AIC Trust ("AIC Trust") was formed to own and manage a
portfolio of leases for equipment located in England. The Partnership, L.P.
Seven and Fund Eight A own 25.51%, 30.76% and 43.73% interests in AIC Trust,
respectively.
On December 28, 2001, AIC Trust sold its remaining leases, subject to the
related debt, in exchange for a note receivable of (Pound)2,575,000 ($3,744,822
converted at the exchange rate at December 28, 2001) which is payable in six
installments through June 2004. At December 31, 2003, the remaining amount
receivable is (Pound)750,000 ($1,330,632 converted at the exchange rate at
December 31, 2003).
Information as to the financial position and results of operations of AIC
Trust as of and for the years ended December 31, 2003 and 2002 is summarized
below:
December 31, 2003 December 31, 2002
----------------- -----------------
Assets $ 1,330,632 $ 2,572,522
================ ===============
Liabilities $ - $ -
================ ===============
Equity $ 1,330,632 $ 2,572,522
================ ===============
Partnership's share of equity $ 339,444 $ 656,250
================ ===============
For the Year Ended For the Year Ended
December 31, 2003 December 31, 2002
----------------- -----------------
Net income $ 37,009 $ 212,349
================ ===============
Partnership's share of net income $ 9,441 $ 54,170
================ ===============
Distributions $ 1,396,948 $ 1,752,885
================ ===============
Partnership's share of distributions $ 356,361 $ 447,161
================ ===============
AIC Trust remitted distributions to the Partnership that were meant for the
other affiliates and remain unpaid at year end. Approximately $208,000 is due to
L.P. Seven and approximately $295,000 is due to Fund Eight A and included in the
caption "Due to affiliates" on the accompanying consolidated balance sheets.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to 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. The purchase price consisted of cash of
$11,401,151 and the assumption of non-recourse debt of $18,304,565. The
non-recourse debt is structured so as to be amortized with rentals due under the
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.
Information as to the financial position and results of operations of ICON
Cheyenne as of and for the years ended December 31, 2003 and 2002 is summarized
below:
December 31,2003 December 31, 2002
---------------- -----------------
Assets $ 10,440,643 $ 14,765,333
================ ===============
Liabilities $ 3,204,090 $ 5,141,481
================ ===============
Equity $ 7,236,553 $ 9,623,852
================ ===============
Partnership's share of equity $ 72,366 $ 96,239
================ ===============
For the Year Ended For the Year Ended
December 31, 2003 December 31, 2002
----------------- -----------------
Net (loss) income $ (45,540) $ 1,445,607
================ ===============
Partnership's share of net (loss) income $ (455) $ 14,456
================ ===============
Distributions $ 2,341,759 $ 4,545,920
================ ===============
Partnership's share of distributions $ 23,418 $ 45,459
================ ===============
4. Receivables Due in Installments
Non-cancelable minimum rental amounts due on finance leases are all due
during the year ending December 31, 2004 or are currently past due.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
5. Investment in Operating Leases
The investment in operating leases at December 31, 2003, 2002 and 2001
consisted of the following:
2003 2002 2001
---- ---- ----
Equipment at cost, beginning of year $ 21,965,262 $ 22,051,594 $ 26,416,885
Impairment loss (1,500,000) - -
Dispositions (2,578,408) (86,332) (4,365,291)
-------------- -------------- ---------------
Equipment at cost, end of year 17,886,854 21,965,262 22,051,594
-------------- -------------- ---------------
Accumulated depreciation, beginning of year (7,876,081) (5,831,958) (4,217,602)
Depreciation expense (1,430,010) (2,073,803) (1,957,210)
Accumulated depreciation, dispositions 1,256,981 29,680 342,854
-------------- -------------- ---------------
Accumulated depreciation, end of year (8,049,110) (7,876,081) (5,831,958)
-------------- -------------- ---------------
Investment in operating leases, end of year $ 9,837,744 $ 14,089,181 $ 16,219,636
============== ============== ===============
During 2003 the Partnership reduced the salvage value on the Aeromexico
aircraft. An impairment loss of $1,500,000 was recorded as a result of an
appraisal which indicated a lower fair market value at lease termination than
initially estimated.
The lease with Aeromexico (as discussed in Note 3) accounted for
approximately 84% of the Partnership's rental income during the year ended
December 31, 2003.
Non-cancelable minimum rental amounts due on the Partnership's operating
leases are as follows:
Year ending December 31, Amount
------------------------ ------
2004 $ 923,260
2005 75,000
----------------
$ 998,260
================
6. Note Payable
At December 31, 2003 and 2002, notes payable consisted of $9,043,249 and
$9,190,418, respectively, of non-recourse notes bearing interest at 11.83% and
secured by the aircraft on lease with Aeromexico. The note matured in January
2004 and the Partnership is currently negotiating an extension of the maturity
date through the extended lease term of January 2005.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
7. Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the years ended December 31, 2001, 2002 and 2003
are as follows:
Charged to
Operations
----------
Management fees $ 481,734
Administrative expense reimbursements 239,947
--------------
Year ended December 31, 2001 $ 721,681
==============
Management fees $ 320,138
Administrative expense reimbursements 142,061
--------------
Year ended December 31, 2002 $ 462,199
==============
Management fees $ 106,843
Administrative expense reimbursements 39,635
--------------
Year ended December 31, 2003 $ 146,478
==============
In accordance with the terms of the Management Agreement, the Partnership
pays the General Partner management fees based on a percentage of rentals
received either directly by the Partnership or through joint ventures (ranging
from 1% to 7%). In addition, the General Partner is reimbursed for
administrative expenses incurred by it in connection with the Partnership's
operations.
At December 31, 2003 amounts due to affiliates of $513,757 consisted of
approximately $10,000 due to the General Partner for distributions and
approximately $512,000 due to affiliates that relates to distributions received
from AIC Trust on behalf of affiliates. At December 31, 2002 amounts due to
affiliates of $7,138 consisted of approximately $341 due to the General Partner
for distributions and the remainder was due to affiliates.
The Partnership has investments in seven joint ventures with other
partnerships sponsored by the General Partner.
8. Other income
Other income of $353,019 for the year ended December 31, 2003 represents,
in part, a $160,883 revised estimate of residual notes outstanding as well as
loss recoveries of $136,283 on a lease which was terminated in December 2002.
The remaining other income includes revised estimates of other liabilities.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
9. Tax Information (Unaudited)
The following table reconciles net (loss) income for financial statement
reporting purposes to (loss) income for federal income tax reporting purposes
for the years ended December 31:
2003 2002 2001
---- ---- ----
Net (loss) income for financial statement
reporting purposes $ (3,109,672) $ 114,894 $ (348,138)
Differences due to:
Direct finance leases - (432,017) 2,198,744
Depreciation and amortization 2,644,958 1,311,741 (1,698,494)
Recovery for losses (2,581,637) - -
Gain on sales of equipment 711,185 50,505 1,727,630
Other (1,886,080) 438,863 (1,092,430)
------------ ------------- ---------------
Partnership (loss) income for
federal income tax reporting purposes $ (4,221,246) $ 1,483,986 $ 787,312
============ ============ ===============
As of December 31, 2003, the partners' capital accounts included in the
financial statements totaled $1,536,564 compared to the partners' capital
accounts for federal income tax reporting purposes of $(2,787,845) (unaudited).
The difference arises primarily from sales expenses and commissions reported as
a reduction in the partners' capital accounts for financial statement reporting
purposes but not for federal income tax reporting purposes, offset by temporary
differences related to depreciation and amortization, recovery for losses and
gain on sales of equipment.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
10. Selected Quarterly Financial Data (Unaudited)
The following table is a summary of selected financial data by quarter for
the years ended December 31, 2003 and 2002:
For the Quarter Ended
---------------------
March 31, June 30, September 30, December 31,
-------- ------- ------------ -----------
2003
Revenues $ 287,352 $ 340,438 $ 264,795 $ 242,709
============= ============= ============= =============
Net loss allocable to
limited partners $ (559,688) $ (380,737) $ (239,447) $ (1,898,703)(1)
============= ============= ============= =============
Net loss per weighted
average limited partnership unit $ (1.48) $ (1.01) $ (.63) $ (5.03)
============= ============= ============= =============
March 31, June 30, September 30, December 31,
--------- -------- ------------- ------------
2002
Revenues $ 1,094,522 $ 1,113,828 $ 1,064,158 $ 1,562,499
============= ============= ============= =============
Net (loss) income allocable to
limited partners $ (200,488) $ (87,034) $ (214,188) $ 615,455(2)
============= ============= ============= =============
Net (loss) income per weighted
average limited partnership unit $ (.53) $ (.23) $ (.57) $ 1.63
============= ============= ============= =============
(1) In the fourth quarter of 2003 the Partnership recorded an impairment of
$1,500,000 based upon a recent appraisal of the Aeromexico aircraft.
(2) In the fourth quarter of 2002 net gains on sales of equipment were
$1,117,589.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The information required by Item 304 of Regulation S-K was filed as part of
the Partnership's Form 8-K filed on February 5, 2003.
Item 9A. Controls and Procedures
-----------------------
The Partnership carried out an evaluation, under the supervision and
with the participation of management of ICON Capital Corp., the General
Partner of the Partnership, including the Chief Executive Officer and the
Principal Financial Officer, of the effectiveness of the design and
operation of the Partnership's disclosure controls and procedures as of the
end of the period covered by this report pursuant to the Securities
Exchange Act of 1934. Based upon the evaluation, the Chief Executive
Officer and the Principal Financial Officer concluded that the
Partnership's disclosure controls and procedures were effective.
There were no significant changes in the Partnership's internal control
over financial reporting during the Partnership's fourth fiscal quarter that
have materially affected, or are likely to materially affect, the Partnership's
internal control over financial reporting.
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 the Partnership's 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 will perform certain functions relating to the
management of the equipment of the Partnership. 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.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
The officers and directors of the General Partner are as follows:
Beaufort J.B. Clarke Chairman, Chief Executive Officer and Director
Paul B. Weiss President and Director
Thomas W. Martin Executive Vice President and Director
Beaufort J.B. Clarke, age 57, has been Chairman, Chief Executive Officer
and Director of the General Partner since 1996. Prior to his present position,
Mr. Clarke was founder and the President and Chief Executive Officer of Griffin
Equity Partners, Inc. Mr. Clarke formerly was an attorney with Shearman and
Sterling and has over 20 years of senior management experience in the United
States leasing industry.
Paul B. Weiss, age 43, is President and Director of the General Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations with the General Partner since 1996, Griffin Equity Partners (as
Executive Vice President from 1993-1996); Gemini Financial Holdings (as Senior
Vice President-Portfolio Acquisitions from 1991-1993) and Pegasus Capital
Corporation (as Vice President-Portfolio Acquisitions from 1988-1991). He was
previously an investment banker and a commercial banker.
Thomas W. Martin, age 50, has been Executive Vice President of the General
Partner since 1996. Prior to his present position, Mr. Martin was the Executive
Vice President and Chief Financial Officer of Griffin Equity Partners, Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice President-Syndications from 1985-1992). Mr.
Martin has 19 years of senior management experience in the leasing business.
Item 11. Executive Compensation
The Partnership has 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, 2003, 2002 and 2001.
Type of
Entity Capacity Compensation 2003 2002 2001
------ -------- ------------ ---- ---- ----
ICON Capital Corp. General Partner Management fees $ 106,843 $ 320,138 $ 481,734
ICON Capital Corp. General Partner Admin. expense
reimbursements 39,635 142,061 239,947
------------- ------------- --------------
$ 146,478 $ 462,199 $ 721,681
============= ============= ==============
In accordance with the terms of the Management Agreement, the Partnership
pays the General Partner management fees based on a percentage of rentals
received either directly by the Partnership or through joint ventures (ranging
from 1% to 7%). In addition, the General Partner is reimbursed for expenses
incurred by it in connection with the Partnership's operations. The General
Partner also owns a 1% interest in the profits and distributions of the
Partnership.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The Partnership is a limited partnership and therefore does not have
voting shares of stock. No person of record owns, or is known by the
Partnership to own beneficially, more than 5% of any class of
securities of the Partnership.
(b) As of March 30, 2004, Directors and Officers of the General Partner do
not own any equity securities of the Partnership.
(c) The General Partner owns the equity securities of the Partnership set
forth in the following table:
Title Amount Beneficially Percent
of Class Owned of Class
-------- ----- --------
General Partner Represents initially a 1% and potentially a 100%
Interest 10% interest in the Partnership's income, gain
and loss deductions.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
See Item 11 for a discussion of the Partnership's related party
transactions.
See Notes 3 and 7 to the consolidated financial statements for a discussion
of the Partnership's related party transactions.
Item 14. Principal Accounting Fees and Services
--------------------------------------
2003 2002 Description
---- ---- -----------
Audit fees $ 24,000 $ - Audit and reviews
Audit related fees - -
Tax fees 638 - Tax compliance
All other fees - -
-------------- ------------
Total $ 24,638 $ -
============== ============
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------
(a) 1. Financial Statements - See Part II, Item 8 hereof.
2. Financial Statement Schedule - 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. 1 to Form S-1 Registration Statement
No. 33-36376 filed with the Securities and Exchange Commission on
November 9, 1993)
(ii) Form of Selling Dealer Agreement (Incorporated by reference to
Exhibit 1.2 to Amendment No. 1 to Form S-1 Registration Statement
No. 33-36376 filed with the Securities and Exchange Commission on
November 9, 1993)
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
(iii) Amended and Restated Agreement of Limited Partnership
(Incorporated herein by reference to Exhibit A to Amendment No. 1
to Form S-1 Registration Statement No. 33-36376 filed with the
Securities and Exchange Commission on November 9, 1993)
(iv) Unconsolidated Joint Venture Financial Statements
ICON Receivables 97-A LLC - as of and for the years ended
December 31, 2002 and 2001
ICON Receivables 97-B LLC - as of and for the year ended December
31, 2001
ICON/AIC Trust - as of and for the years ended December 31, 2002
and 2001
ICON Cheyenne LLC - as of and for the years ended December 31,
2002 and 2001
(b) Reports on Form 8-K
None
(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.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
December 31, 2003
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. Six
File No. 33-36376 (Registrant)
By its General Partner, ICON Capital Corp.
Date: March 30, 2004 /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: March 30, 2004 /s/ Beaufort J.B. Clarke
---------------------------------------
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
Date: March 30, 2004 /s/ Paul B. Weiss
---------------------------------------
Paul B. Weiss
President and Director
Date: March 30, 2004 /s/ Thomas W. Martin
---------------------------------------
Thomas W. Martin
Executive Vice President
(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.
Exhibit 31.1
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
Certifications - 10-K
---------------------
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. Six;
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 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 any corrective actions with regard
to significant deficiencies and material weaknesses.
Dated: March 30, 2004
/s/ Beaufort J.B. Clarke
- -----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six
Exhibit 31.2
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
Certifications - 10-K
---------------------
I, Thomas W. Martin, certify that:
1. I have reviewed this annual report on Form 10-K of ICON Cash Flow Partners
L.P. Six;
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 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 any corrective actions with regard
to significant deficiencies and material weaknesses.
Dated: March 30, 2004
/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
EXHIBIT 32.1
Certification of Chief Executive Officer Pursuant to Section 906
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 sole General Partner of ICON Cash Flow Partners L.P. Six, in
connection with the Annual Report of ICON Cash Flow Partners L.P. Six. (the
"Partnership") on Form 10-K for the year ended December 31, 2003, 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: March 30, 2004
/s/ Beaufort J.B. Clarke
-------------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six
EXHIBIT 32.2
Certification of Chief Executive Officer Pursuant to Section 906
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 sole General Partner of ICON Cash
Flow Partners L.P. Six, in connection with the Annual Report of ICON Cash Flow
Partners L.P. Six. (the "Partnership") on Form 10-K for the year ended December
31, 2003, 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: March 30, 2004
/s/ Thomas W. Martin
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Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six