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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2004
--------------------------------------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the transition period from _______________________ to _____________________
Commission File Number 0-28136
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ICON Cash Flow Partners L.P. Six
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3723089
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
100 Fifth Avenue, New York, New York 10011
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(212) 418-4700
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Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) [ ] Yes [X] No
PART I - FINANCIAL INFORMATION
- -------------------------------
Item 1. Financial Statements
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets
(unaudited)
March 31, December 31,
2004 2003
---- ----
Assets
------
Cash and cash equivalents $ 32,553 $ 44,339
--------------- --------------
Investment in finance leases
Minimum rents receivable 193,615 383,486
Estimated unguaranteed residual values 649,909 649,909
Unearned income (7,777) (9,700)
Allowance for doubtful accounts (90,194) (93,679)
--------------- --------------
745,553 930,016
--------------- --------------
Investment in operating leases
Equipment at cost 17,886,854 17,886,854
Accumulated depreciation (8,406,613) (8,049,110)
--------------- --------------
9,480,241 9,837,744
--------------- --------------
Investments in unconsolidated joint ventures 381,977 595,464
--------------- --------------
Other assets, net 119,164 127,117
--------------- ---------------
Total assets $ 10,759,488 $ 11,534,680
=============== ==============
Liabilities and Partners' Equity
--------------------------------
Notes payable - non-recourse $ 9,183,162 $ 9,043,249
Security deposits and deferred credits 160,262 161,243
Accounts payable and accrued expenses 190,141 242,988
Due to affiliates 513,283 513,757
Minority interest in consolidated joint venture 31,845 36,879
--------------- --------------
Total liabilities 10,078,693 9,998,116
--------------- --------------
Commitment and Contingencies
Partners' equity (deficiency)
General Partner (320,877) (312,319)
Limited partners (377,758 units outstanding,
$100 per unit original issue price) 1,001,672 1,848,883
--------------- --------------
Total partners' equity 680,795 1,536,564
--------------- --------------
Total liabilities and partners' equity $ 10,759,488 $ 11,534,680
=============== ==============
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31,
(unaudited)
2004 2003
---- ----
Revenues
Rental income $ 231,987 $ 288,693
Finance income 10,067 10,995
Net loss on sales of equipment - (150,752)
Income(loss) from investments
in unconsolidated joint ventures 3,364 (22,492)
Other income 6,190 160,908
---------------- ---------------
Total revenues 251,608 287,352
---------------- ---------------
Expenses
Depreciation 357,503 357,502
Interest 364,913 295,398
General and administrative 41,133 140,941
Management fees - General Partner 22,260 47,644
Administrative expense reimbursements
- General Partner 8,938 14,757
Amortization of initial direct costs - 706
Minority interest in consolidated joint venture (5,034) (4,255)
---------------- ----------------
Total expenses 789,713 852,693
---------------- ---------------
Net loss $ (538,105) $ (565,341)
================ ===============
Net loss allocable to:
Limited partners (532,724) (559,688)
General Partner (5,381) (5,653)
---------------- ---------------
$ (538,105) $ (565,341)
================ ===============
Weighted average number of limited
partnership units outstanding 377,758 377,886
================ ===============
Net loss per weighted average
limited partnership unit $ (1.41) $ (1.48)
=============== ===============
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Statement of Changes in Partners' Equity
For the Three Months Ended March 31, 2004
(unaudited)
Limited Partner Distributions
-----------------------------
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at
January 1, 2004 $ 1,848,883 $ (312,319) $ 1,536,564
Cash distributions
to partners $ .83 - (314,487) (3,177) (317,664)
Net loss (532,724) (5,381) (538,105)
------------- ----------- -----------
Balance at
March 31, 2004 $ 1,001,672 $ (320,877) $ 680,795
============= ========== ===========
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31,
(unaudited)
2004 2003
---- ----
Cash flows from operating activities:
Net loss $ (538,105) $ (565,341)
---------------- ---------------
Adjustments to reconcile net loss to net
cash provided by operating activities:
Rental income - paid directly to lenders by lessees (225,000) (225,000)
Interest expense on non-recourse financing
paid directly to lenders by lessees 364,913 263,112
Amortization of initial direct costs and loan fees - 32,992
(Income) loss from investments in unconsolidated joint ventures (3,364) 22,492
Depreciation 357,503 357,502
Net loss on sales of equipment - 150,752
Minority interest in consolidated joint venture (5,034) (4,255)
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 180,757 159,410
Other assets, net 7,953 21,965
Security deposits and deferred credits (981) (64,729)
Accounts payable and accrued expenses (52,847) (27,596)
Due to affiliates (474) 134
---------------- --------------
Total adjustments 623,426 686,779
---------------- --------------
Net cash provided by operating activities 85,321 121,438
---------------- --------------
Cash flows from investing activities:
Proceeds from sales of equipment - 244,346
Distributions received from unconsolidated joint ventures 220,557 186,863
---------------- --------------
Net cash provided by investing activities 220,557 431,209
---------------- --------------
Cash flows from financing activities:
Cash distributions to partners (317,664) (430,861)
Redemption of limited partnership units - (1,374)
---------------- ---------------
Net cash used in financing activities (317,664) (432,235)
---------------- ---------------
Net (decrease) increase in cash and cash equivalents (11,786) 120,412
Cash and cash equivalents at beginning of period 44,339 203,739
---------------- ---------------
Cash and cash equivalents at end of period $ 32,553 $ 324,151
================ ===============
(continued on next page)
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows (Continued)
(unaudited)
Supplemental Disclosures of Cash Flow Information
- -------------------------------------------------
For the three months ended March 31, 2004 and 2003, non-cash activities
included the following:
2004 2003
---- ----
Principal and interest on direct finance
receivables paid directly to lenders by lessees $ - $ 148,503
Rental income paid directly to lenders by lessees 225,000 225,000
Principal and interest on non-recourse
financing paid directly to lenders by lessees (225,000) (373,503)
--------- ---------
$ - $ -
========= =========
Interest accrued or paid directly to lenders by lessees $ 364,913 $ 263,112
Other interest paid - 32,286
--------- ----------
Total interest expense $ 364,913 $ 295,398
========= ==========
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements
March 31, 2004
(unaudited)
1. Basis of Presentation
The condensed consolidated financial statements of ICON Cash Flow Partners
L.P. Six (the "Partnership") have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC") and, in the
opinion of management, include all adjustments (consisting only of normal
recurring accruals) necessary for a fair statement of results for each period
shown. Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such SEC rules and regulations. Management
believes that the disclosures made are adequate to make the information
presented not misleading. The results for the interim period are not necessarily
indicative of the results for the full year. These condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes included in the Partnership's 2003 Annual Report
Form 10-K. Certain 2003 amounts have been reclassified to conform to the 2004
presentation.
2. Disposition Period
The Partnership's reinvestment period ended on November 11, 2000. The
disposition period commenced on November 12, 2000. During the disposition period
the Partnership has and will continue to distribute substantially all
distributable cash from operations and equipment sales to the partners and
continue the orderly termination of its operations and affairs. The Partnership
will not invest in any additional finance or lease transactions during the
disposition period.
3. Related Party Transactions
Fees paid or accrued by the Partnership to the General Partner or its
affiliates for the three months ended March 31, 2004 and 2003 were as follows:
2004 2003
---- ----
Management fees $ 22,260 $ 47,644 Charged to operations
Administrative expense
reimbursements 8,938 14,757 Charged to operations
-------------- -------------
Total $ 31,198 $ 62,401
============== =============
For the quarter ended March 31, 2004, the Partnership had a net payable of
$513,283 due to affiliates. Approximately $512,000 relates to distributions
received from ICON/AIC Trust ("AIC Trust") on behalf of two affiliates, ICON
Cash Flow Partners L.P. Seven ("L.P. Seven") and ICON Income Fund Eight A L.P.
("Fund Eight A").
The Partnership and its affiliates have formed seven joint ventures for the
purpose of acquiring and managing various assets. The Partnership and its
affiliates have identical investment objectives and participate on the same
terms and conditions (See Note 4 for additional information relating to the
joint ventures).
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
4. 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 is consolidated
with the Partnership.
ICON Cash Flow Partners L.L.C. II
---------------------------------
In March 1995, the Partnership and an affiliate, ICON Cash Flow Partners,
L.P., Series E ("Series E"), formed ICON Cash Flow Partners L.L.C. II ("ICON
Cash Flow LLC II"), for the purpose of acquiring and managing an aircraft 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 new lease. This lease
originally was scheduled to expire in November 2002, but has since been extended
twice under extension agreements. 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,
liabilities, 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 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 new
lease. This lease originally was scheduled to expire in October 2002, but has
since been extended twice under extension agreements. 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 March 31, 2004 was $9,488,961.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
Information as to the unaudited results of operations for the three months
ended March 31, 2004 and 2003 is summarized below:
Three Months Ended Three Months Ended
March 31, 2004 March 31, 2003
-------------- --------------
Net loss $ (514,829) $ (493,825)
============== ==============
Partnership's share of net loss $ (5,148) $ (4,938)
============== ==============
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 L.P. Seven contributed and
assigned equipment lease and finance receivables and residuals to ICON
Receivables 1997-A LLC ("1997-A") for the purpose of securitizing the cash flow
collections from a portfolio of leases. As of March 31, 2004, the Partnership,
Series D, 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 unaudited results of operations for the three months
ended March 31, 2004 and 2003 is summarized below:
Three Months Ended Three Months Ended
March 31, 2004 March 31, 2003
-------------- --------------
Net loss $ (28,530) $ (26,631)
============== ==============
Partnership's share of net loss $ (8,854) $ (8,264)
============== ==============
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 unaudited results of operations for the three months
ended March 31, 2004 and 2003 is summarized below:
Three Months Ended Three Months Ended
March 31, 2004 March 31, 2003
-------------- --------------
Net income (loss) $ 207,614 $ (197,535)
=============== ==============
Partnership's share of net income (loss) $ 17,294 $ (16,455)
=============== ==============
Distributions $ 206,128 $ -
=============== ==============
Partnership's share of distributions $ 17,170 $ -
=============== ==============
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
ICON/Boardman Facility LLC
--------------------------
In December 1998, the Partnership and three affiliates, ICON Cash Flow
Partners, L.P., Series C ("Series C"), L.P. Seven and 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 company. The
purchase price totaled $27,421,810, and was funded with cash and the assumption
of non-recourse debt. The remaining venturers' shares in ICON BF as of March 31,
2004 were .5025%, .5025%, and 98.995% for the Partnership, L.P. Seven, and Fund
Eight A, respectively. The outstanding non-recourse debt at March 31, 2004 was
$3,573,324. The non-recourse debt associated with this equipment was refinanced
on May 6, 2004 at an interest rate of 3.65% maturing January 23, 2010.
Information as to the unaudited results of operations for the three months
ended March 31, 2004 and 2003 is summarized below:
Three Months Ended Three Months Ended
March 31, 2004 March 31, 2003
-------------- --------------
Net income $ 377,323 $ 354,314
============== ==============
Partnership's share of net income $ 1,896 $ 1,780
============== ==============
ICON/AIC Trust
--------------
In 1999, 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 31, 2001) which is payable in six
installments through June 2004. The first two installments on the note of
(Pound)475,000 each were collected in 2002 and the third and fourth installments
on the note of (Pound)450,000 and (Pound)425,000 were collected in 2003. At
March 31, 2004, the remaining amount receivable is (Pound)375,000 ($666,209
converted at the exchange rate at March 31, 2004), as the Partnership collected
(Pound)375,000 in the quarter.
Information as to the unaudited results of operations for the three months
ended March 31, 2004 and 2003 is summarized below:
Three Months Ended Three Months Ended
March 31, 2004 March 31, 2003
-------------- --------------
Net income $ 4,652 $ 11,051
============== ==============
Partnership's share of net income $ 1,187 $ 2,819
============== ==============
Distributions $ 683,603 $ 722,005
============== ==============
Partnership's share of distributions $ 174,387 $ 184,183
============== ==============
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
ICON Cheyenne LLC
-----------------
In December 2000, the Partnership and three affiliates, L.P. Seven, Fund
Eight A and ICON Income Fund Eight B L.P. ("Fund Eight B") formed ICON Cheyenne
LLC ("ICON Cheyenne") for the purpose of acquiring a portfolio of leases for an
aggregate purchase price of $29,705,716. 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. The outstanding
non-recourse debt at March 31, 2004 was $1,081,435.
Information as to the unaudited results of operations for the three months
ended March 31, 2004 and 2003 is summarized below:
Three Months Ended Three Months Ended
March 31, 2004 March 31, 2003
-------------- --------------
Net (loss) income $ (301,068) $ 256,681
============== ==============
Partnership's share of net (loss) income $ (3,011) $ 2,566
============== ==============
Distributions $ 2,900,000 $ 268,045
============== ==============
Partnership's share of distributions $ 29,000 $ 2,680
============== ==============
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
March 31, 2004
Item 2. General Partner's Discussion and Analysis of Financial Condition
and Results of Operations
Forward-Looking Information - The following discussion and analysis should
be read in conjunction with the audited financial statements and notes dated
December 31, 2003 included in the Partnership's annual report on Form 10-K.
Certain statements within this document may constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These statements are identified by words such as
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and similar expressions. This information may involve risks and uncertainties
that could cause actual results to differ materially from the forward-looking
statements. Although the Partnership believes that the expectations reflected in
such forward-looking statements are based on reasonable assumptions, such
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected.
Three Months Ended March 31, 2004 and 2003
Revenues for the three months ended March 31, 2004 ("2004 Quarter") were
$251,608, representing a decrease of $35,744 or 12.4% from the three months
ended March 31, 2003 ("2003 Quarter"). The decrease in revenues resulted
primarily from a decrease in other income. Other income decreased by $154,718
primarily due to a residual notes obligation adjustment in the 2003 Quarter
which did not occur in the 2004 Quarter. Rental income also decreased by $56,706
due to the expiration of operating leases and subsequent sales of the underlying
equipment. The decrease in revenues would have been much higher if the
Partnership did not have a loss on sales of equipment in the 2003 Quarter, as no
gain or loss on sales occurred in the 2004 Quarter.
Expenses for the 2004 Quarter were $789,713, representing a decrease of
$62,980 or 7.4% from the 2003 Quarter. The decrease in expenses was primarily
due to a decrease in general and administrative expenses of $99,808 due
principally to a decrease in professional fees. Management fees and
administ-rative expense reimbursements also decreased, by $25,384 and $5,819,
respectively, as a result of the reduction in the average size of the
Partnership's lease portfolio. Offsetting these decreases was an increase in
interest expense of $69,515. Interest expense increased due to reconciliation of
the non-recourse note payable debt for accrued interest associated with the
Aeromexico lease.
Net loss for the 2004 Quarter and 2003 Quarter was $538,105 and $565,341,
respectively. The net loss per weighted average limited partnership unit was
$1.41 and $1.48 for the 2004 Quarter and 2003 Quarter, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of liquidity for the three months ended
March 31, 2004 and 2003 was net cash provided by operating activities of $85,321
and $121,438, respectively, and distributions from unconsolidated joint ventures
of $220,557 and $186,863, respectively. In the 2003 Quarter there were also
proceeds of $244,346 from sales of equipment. These funds were used to pay
operating expenses and make cash distributions to partners.
Cash distributions to partners for the 2004 Quarter and 2003 Quarter
totaled $317,664 and $430,861, respectively.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
March 31, 2004
From time to time the Partnership will invest in industries, equipment, or
geopolitical regions that may be subject to outside influences that may affect
the Partnership's investments. While these factors are considered when the
investments are made, unforeseen events such as those that occurred on September
11, 2001 can have far-reaching and unpredictable adverse consequences. The
following is a discussion of some assets that may fall into this category.
Aircraft: The Partnership is the lessor of a McDonald Douglas MD-83
aircraft on lease to Aerovias de Mexico, S.A. de C.V. ("Aeromexico") . The value
of this equipment is subject to the fluctuations of the airline industry, which
are greatly influenced by a number of factors including, but not limited to, the
global economy, fuel prices, political instability, terrorist activity, and
epidemics such as SARS.
The Partnership's cash flow from operating activities may be less than the
Partnership's current level of expenses. To the extent that cash flow is
insufficient to pay such expenses, the Partnership may be required to sell
assets prior to maturity or borrow against future cash flows.
The Partnership's non-recourse debt balance on March 31, 2004 of $9,183,162
is secured by the aircraft on lease to Aeromexico and 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's reinvestment period ended on November 11, 2000. The
disposition period commenced on November 12, 2000. During the disposition period
the Partnership has and will continue to distribute substantially all
distributable cash from operations and equipment sales to the partners and
continue the orderly termination of its operations and affairs. The Partnership
will not invest in any additional finance or lease transactions during the
disposition period.
As of March 31, 2004, except as noted above, and to the best of our
knowledge, there were no known trends or demands, commitments, events or
uncertainties which are likely to have a material effect on liquidity. As cash
is realized from operations and sales of equipment, the Partnership will
distribute substantially all available cash, after retaining sufficient cash to
meet its reserve requirements and recurring obligations.
We do not consider the impact of inflation to be material in the analysis
of our overall operations.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
The Partnership is exposed to certain market risks, primarily changes in
interest rates and the demand for equipment and residuals owned by the
Partnership and its investors.
The Partnership manages its interest rate risk by obtaining fixed rate
debt. The fixed rate debt service obligation streams are generally matched by
fixed rate lease receivable streams generated by the Partnership's lease
investments.
The Partnership manages its exposure to equipment and residual risk by
monitoring the market and maximizing re-marketing proceeds received through
re-lease or sale of equipment.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
March 31, 2004
Item 4. Controls and Procedures
The Partnership carried out an evaluation, under the supervision and with
the participation of management of ICON Capital Corp., the General Partner of
the Partnership, including the Chief Executive Officer and the Principal
Financial Officer, of the effectiveness of the design and operation of the
Partnership's disclosure controls and procedures as of the end of the period
covered by this report pursuant to the Securities Exchange Act of 1934. Based
upon the evaluation, the Chief Executive Officer and the Principal Financial
Officer concluded that the Partnership's disclosure controls and procedures were
effective.
There were no significant changes in the Partnership's internal control
over financial reporting during the Partnership's first quarter that have
materially affected, or are likely to materially affect, the Partnership's
internal control over financial reporting.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
PART II - OTHER INFORMATION
- ---------------------------
Item 1 - Legal Proceedings
- --------------------------
The Company, from time-to-time, in the ordinary course of business,
commences legal actions when necessary to protect or enforce the rights of the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
Reports on Form 8-K
None
Exhibits
32.1 Certification of Chairman and Chief Executive Officer.
32.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer.
33.1 Certification of Chairman and Chief Executive Officer pursuant to 18 U.S.C.
(Section)1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
33.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer pursuant to 18 U.S.C. (Section)1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ICON Cash Flow Partners L. P. Six
File No. 33-36376 (Registrant)
By its General Partner,
ICON Capital Corp.
May 17, 2004 /s/ Thomas W. Martin
- ------------------------ ---------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer of
the General Partner of the Registrant)
Exhibit 32.1
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
Certifications - 10-Q
---------------------
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Cash Flow
Partners L.P. Six;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this quarterly report based on
such evaluation; and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the board of directors of the Corporate
Manager (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the Partnership ability to record, process, summarize and
report financial information and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls over financial reporting.
Dated: May 17, 2004
/s/ Beaufort J.B. Clarke
- -----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six
Exhibit 32.2
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
Certifications - 10-Q
---------------------
I, Thomas W. Martin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Cash Flow
Partners L.P. Six;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this quarterly report based on
such evaluation; and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the board of directors of the Corporate
Manager (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the Partnership ability to record, process, summarize and
report financial information and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls over financial reporting.
Dated: May 17, 2004
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the General Partner of the Registrant)
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
March 31, 2004
EXHIBIT 33.1
I, Beaufort J.B. Clarke, Chairman and Chief Executive Officer of ICON
Capital Corp, the sole General Partner of ICON Cash Flow Partners L.P. Six,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended March 31, 2004 (the
"Periodic Report") which this statement accompanies, fully complies with
the requirements of Section 13(a) of the Securities Exchange Act of 1934
(15 U.S.C. 78m) and
(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Cash Flow Partners L.P. Six.
Dated: May 17, 2004
/s/ Beaufort J.B. Clarke
- ------------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
March 31, 2004
EXHIBIT 33.2
I, Thomas W. Martin, Executive Vice President (Principal Financial and
Accounting Officer) of ICON Capital Corp, the sole General Partner of ICON Cash
Flow Partners L.P. Six, certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended March 31, 2004 (the
"Periodic Report") which this statement accompanies, fully complies with
the requirements of Section 13(a) of the Securities Exchange Act of 1934
(15 U.S.C. 78m) and
(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Cash Flow Partners L.P. Six.
Dated: May 17, 2004
/s/ Thomas W. Martin
-------------------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six