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 September 30, 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
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 10011-1505
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(Address of principal executive offices) (Zip code)
(212) 418-4700
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Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [x] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [x] No
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Consolidated Balance Sheets
(Unaudited)
September 30, December 31,
2004 2003
---- ----
Assets
Cash and cash equivalents $ 42,872 $ 44,339
---------------- ---------------
Investments in finance leases:
Minimum rents receivable 566,225 383,486
Estimated unguaranteed residual values - 649,909
Unearned income (4,410) (9,700)
Allowance for doubtful accounts - (93,679)
---------------- ---------------
561,815 930,016
--------------- --------------
Investments in operating leases:
Equipment at cost 17,714,798 17,886,854
Accumulated depreciation (8,668,859) (8,049,110)
--------------- --------------
9,045,939 9,837,744
--------------- --------------
Investments in joint ventures 105,036 595,464
Other assets, net 25,005 127,117
--------------- --------------
Total assets $ 9,780,667 $ 11,534,680
=============== ==============
(continued on next page)
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Consolidated Balance Sheets - Continued
(Unaudited)
September 30, December 31,
2004 2003
---- ----
Liabilities and Partners' Equity (Deficiency)
Notes payable - non-recourse $ 9,278,673 $ 9,043,249
Security deposits and deferred credits 7,993 161,243
Accounts payable and accrued expenses 7,597 242,988
Due to affiliates, net 158,576 513,757
Minority interest 23,740 36,879
----------- ------------
Total liabilities 9,476,579 9,998,116
----------- ------------
Commitment and Contingencies
Partners' equity (deficiency):
General Partner (324,644) (312,319)
Limited Partners (377,758 units outstanding,
$100 per unit original issue price) 628,732 1,848,883
----------- ------------
Total partners' equity (deficiency) 304,088 1,536,564
----------- ------------
Total liabilities and partners' equity $ 9,780,667 $ 11,534,680
=========== ============
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Consolidated Statements of Operations
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2004 2003 2004 2003
---- ---- ---- ----
Revenues:
Rental income $ 231,986 $ 236,202 $ 695,961 $ 844,699
Finance income 9,592 10,541 29,721 32,559
Net (loss) gain on sales of equipment (56,765) (59,954) 62,581 (210,706)
Income (loss) from investments
in joint ventures 101,725 (4,568) 56,829 (33,355)
Other income 3,172 82,574 9,370 259,388
------------- ------------- ------------- -------------
Total revenues 289,710 264,795 854,462 892,585
------------- ------------- ------------- -------------
Expenses:
Depreciation - 358,209 715,005 1,072,508
Interest 273,458 265,423 910,424 838,587
General and administrative 18,740 48,914 107,699 258,436
Management fees - General Partner - 27,104 35,156 93,070
Administrative expense reimbursements
- General Partner - 11,170 14,129 33,630
Amortization of initial direct costs - - - 706
Minority interest (4,060) (4,159) (13,139) (12,562)
Reversal of provision for bad debts - (200,000) - (200,000)
------------- ------------- ------------- -------------
Total expenses 288,138 506,661 1,769,274 2,084,375
------------- ------------- ------------- -------------
Net income (loss) $ 1,572 $ (241,866) $ (914,812) $ (1,191,790)
============= ============= ============= =============
Net income (loss) allocable to:
Limited Partners $ 1,556 $ (239,447) $ (905,664) $ (1,179,872)
General Partner 16 (2,419) (9,148) (11,918)
------------- ------------- ------------- ------------
$ 1,572 $ (241,866) $ (914,812) $ (1,191,790)
============= ============= ============= ============
Weighted average number of limited
partnership units 377,758 377,758 377,758 377,800
============= ============= ============= ============
Net income (loss) per weighted average
limited partnership unit $ .01 $ (.63) $ (2.40) $ (3.12)
============= ============ ============= ============
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 Nine Months Ended September 30, 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 $ 0.83 $ - (314,487) (3,177) (317,664)
Net loss (905,664) (9,148) (914,812)
------------ -------------- -------------
Balance at
September 30, 2004 $ 628,732 $ (324,644) $ 304,088
============ ============= =============
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 Nine Months Ended September 30,
(Unaudited)
2004 2003
---- ----
Cash flows from operating activities:
Net loss $ (914,812) $ (1,191,790)
--------------- --------------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Rental income paid directly to lenders by lessees (675,000) (675,000)
Interest expense on non-recourse financing
paid directly to lenders by lessees 910,424 792,786
Depreciation 715,005 1,072,508
Amortization of initial direct costs and loan fees - 46,507
Reversal of provision for bad debts - (200,000)
(Gain) loss on sales of equipment (62,581) 210,706
(Income) loss from investments in joint ventures (56,829) 33,355
Minority interest (13,139) (12,562)
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 369,107 441,557
Other assets, net 28,529 110,981
Security deposits and deferred credits 18,914 446,750
Accounts payable and accrued expenses (103,130) (19,679)
Due to affiliates, net (2,416) 11,048
--------------- --------------
Total adjustments 1,128,884 2,258,957
--------------- --------------
Net cash provided by operating activities 214,072 1,067,167
--------------- --------------
Cash flows from investing activities:
Proceeds from sales of equipment 5,000 303,841
Distributions received from joint ventures 449,890 363,779
--------------- --------------
Net cash provided by investing activities 454,890 667,620
--------------- --------------
Cash flows from financing activities:
(Repayments to) proceeds from affiliates (352,765) 502,765
Cash distributions to partners (317,664) (2,268,461)
Redemption of limited partnership units - (1,374)
---------------- --------------
Net cash used in financing activities (670,429) (1,767,070)
---------------- --------------
Net decrease in cash and cash equivalents (1,467) (32,283)
Cash and cash equivalents at beginning of period 44,339 203,739
--------------- --------------
Cash and cash equivalents at end of period $ 42,872 $ 171,456
=============== ==============
(continued on next page)
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows - Continued
(Unaudited)
Supplemental Disclosures of Cash Flow Information
For the nine months ended September 30, 2004 and 2003, non-cash activities
included the following:
2004 2003
---- ----
Principal and interest from finance leases
paid directly to lenders by lessees $ - $ 302,776
Rental income from operating leases paid
directly to lenders by lessees 675,000 675,000
Principal and interest on non-recourse
financing paid directly to lenders by lessees (675,000) (977,776)
--------- ---------
$ - $ -
========== =========
Interest accrued or paid directly to lenders by lessees $ 910,424 $ 792,786
Other interest paid - 45,801
--------- ----------
Total interest expense $ 910,424 $ 838,587
========= ==========
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2004
(Unaudited)
1. Basis of Presentation and Consolidation
The accompanying consolidated financial statements of ICON Cash Flow
Partners L.P. Six (the "Partnership") have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC") for Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) considered necessary for a fair presentation
have been included. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes included the
Partnership's 2003 Annual Report on Form 10-K. The results for the interim
period are not necessarily indicative of the results for the full year.
The accompanying consolidated financial statements include the accounts of
the Partnership and its ownership interest in ICON Cash Flow Partners L.L.C. II
at September 30, 2004 and for the nine months ended September 30, 2004 and 2003.
All material intercompany balances and transactions have been eliminated in
consolidation.
2. Organization
The Partnership was formed on July 8, 1993 for the purpose of acquiring
equipment to engage in equipment leasing and sales activities. The Partnership
is currently in the process of selling its remaining assets in the ordinary
course of business, a time frame called the "disposition period."
The Partnership's reinvestment period ended on November 11, 2000, and the
disposition period commenced on November 12, 2000. During the disposition
period, the Partnership has and will continue to utilize available cash to pay
its liabilities; distribute substantially all remaining cash, if any, 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 General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut Corporation. The General Partner manages and controls
the business affairs of the Partnership's equipment, leases and financing
transactions under the partnership agreement.
Certain reclassifications have been made to the accompanying consolidated
financial statements for the nine months ended September 30, 2003 to conform to
the current period presentation.
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 these affiliates have substantially identical investment objectives and
participate on the same terms and conditions. The Partnership and the other
affiliated joint venturers have a right of first refusal to purchase the
equipment, on a pro-rata basis, if any of the other joint venturers desire to
sell their interests in the equipment or joint venture.
The joint venture described below is majority owned and is consolidated
with the Partnership.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2004
(Unaudited)
3. Joint Ventures (continued)
ICON Cash Flow Partners L.L.C. II
---------------------------------
The Partnership and an affiliate, ICON Cash Flow Partners, L.P., Series E
("Series E"), formed ICON Cash Flow Partners L.L.C. II ("LLC II") for the
purpose of acquiring and managing a McDonnell Douglas MD-83 (the "Aircraft").
The Aircraft is currently leased to Aerovias de Mexico, S.A. de C.V.
("Aeromexico") for $75,000 per month. This lease originally expired in November
2002, but has since been extended twice pursuant to the terms of extension
agreements and now expires during January 2005. The Partnership and Series E
acquired interests of 99% and 1%, respectively, in LLC II. LLC II acquired the
Aircraft by assuming certain non-recourse debt and utilizing cash received from
the Partnership and Series E. The outstanding balance of the non-recourse debt
secured by this Aircraft was $9,278,673 at September 30, 2004.
The six joint ventures described below are 50% or less owned by the
Partnership and are accounted for under the equity method, whereby the
Partnership's original investment was recorded at cost and is adjusted by its
share of earnings, losses and distributions of the joint ventures.
ICON Cash Flow Partners L.L.C.
------------------------------
The Partnership and an affiliate, Series E, formed a joint venture, ICON
Cash Flow Partners L.L.C. ("ICON LLC") for the purpose of acquiring and managing
a McDonnell Douglas MD-83 (the "Aircraft"). The Aircraft is currently leased to
Aeromexico for $75,000 per month. This lease originally expired in October 2002,
but has since been extended twice pursuant to the terms of extension agreements
and now expires during January 2005. The Partnership and Series E acquired
interests of 1% and 99%, respectively, in ICON LLC. ICON LLC acquired the
Aircraft by assuming certain non-recourse debt and utilizing cash received from
the Partnership and Series E. The outstanding balance of the non-recourse debt
secured by this aircraft was $9,603,012 at September 30, 2004.
Information as to the unaudited results of operations of ICON LLC for the
nine months ended September 30, 2004 and 2003 is summarized below:
Nine Months Ended Nine Months Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Net loss $ (1,428,813) $ (1,448,363)
================= =================
Partnership's share of net loss $ (14,288) $ (14,484)
================= =================
ICON Receivables 1997-A LLC
---------------------------
The Partnership, and three 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 leases, finance receivables and residuals to
ICON Receivables 1997-A LLC ("1997-A") for the purpose of securitizing their
cash flow collections. At September 30, 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.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2004
(Unaudited)
3. Joint Ventures (continued)
At September 30, 2004, 1997-A's operations have been liquidated. Its
remaining receivables totaling $345,152, due from an affiliate of the General
Partner relating to lease receivables, were written-off as uncollectible, and
its remaining cash is being reserved to pay for potential property tax; sales
tax and other liabilities, if any.
Information as to the unaudited results of operations of 1997-A for the
nine months ended September 30, 2004 and 2003 is summarized below:
Nine Months Ended Nine Months Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Net loss $ (158,852) $ (50,673)
=================== ==================
Partnership's share of net loss $ (49,300) $ (15,726)
=================== ==================
ICON Receivables 1997-B LLC
---------------------------
The Partnership and two affiliates, Series E and L.P. Six, formed ICON
Receivables 1997-B L.L.C. ("1997-B") for the purpose of securitizing their cash
flow collections. The Partnership, Series E and L.P. Six each contributed cash,
equipment leases and residuals to 1997-B and own a 16.67%, 75.00% and 8.33%
interest, respectively, in 1997-B. Due to the cumulative losses recognized by
1997-B the Partnership's share of the cumulative losses exceeds the carrying
value of its investment in 1997-B. As a result, the Partnership has ceased
application of the equity method of accounting and has not recognized its share
of 1997-B's losses in excess of its carrying value. Resumption of the equity
method of accounting will begin only after the Partnership's share of 1997-B's
subsequent profits equal the Partnership's share of losses not recognized
because of suspension of the equity method of accounting.
Information as to the unaudited results of operations of 1997-B for the
nine months ended September 30, 2004 and 2003 is summarized below:
Nine Months Ended Nine Months Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Net income (loss) $ (161,788) $ (199,459)
=============== =============
Partnership's share of net income (loss) $ 10,951 $ (16,615)
=============== =============
Distributions $ 206,128 $ -
=============== =============
Partnership's share of distributions $ 17,170 $ -
=============== =============
ICON/Boardman Facility LLC
--------------------------
The Partnership and two affiliates, 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 ("PGE"), a utility company. Prior to September 24, 2004, the
Partnership, L.P. Seven and Fund Eight A owned .5025%, .5025% and 98.995%
interests, respectively, in ICON BF. Effective September 24, 2004, L.P. Seven
assigned its .5025% interest to Fund Eight A in exchange for $65,325.
ICON BF is currently in negotiations with PGE for the purchase of the coal
handling facility from ICON BF. The sale is expected to be completed during
November 2004 with PGE acquiring ownership of the coal handling facility.
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2004
(Unaudited)
3. Joint Ventures (continued)
Information as to the unaudited results of operations of ICON BF for the
nine months ended September 30, 2004 and 2003 is summarized below:
Nine Months Ended Nine Months Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Net income $ 1,155,031 $ 1,074,363
============= ============
Partnership's share of net income $ 5,804 $ 5,399
============= ============
Distributions $ 7,245,027 $ -
============= ============
Partnership's share of distributions $ 36,406 $ -
============= ============
ICON/AIC Trust
--------------
The Partnership and two affiliates, L.P. Seven and Fund Eight A, formed
ICON/AIC Trust ("AIC Trust") for the purpose of owning and managing a portfolio
of leases in England. The Partnership, L.P. Seven and Fund Eight A owned a
25.51%, 30.76% and 43.73% interest, respectively, in AIC Trust.
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 in effect at December 31, 2001) which was payable
in six installments through June 2004. In July 2004, the final installment on
the note was collected and distributed. On September 30, 2004, AIC Trust was
dissolved. The Partnership recognized $107,519 of income from the dissolution
which is included in income from investments in joint ventures on the
accompanying consolidated statements of operations.
Information as to the unaudited results of operations of AIC Trust for the
nine months ended September 30, 2004 and 2003 is summarized below:
Nine Months Ended Nine Months Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Net income $ 7,700 $ 32,151
================== =================
Partnership's share of net income $ 1,964 $ 8,201
================== =================
Distributions $ 1,378,141 $ 1,396,948
================== =================
Partnership's share
of distributions $ 351,564 $ 356,361
================== =================
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2004
(Unaudited)
3. Joint Ventures (continued)
ICON Cheyenne LLC
-----------------
The Partnership and three affiliates, L.P. Seven, Fund Eight A and ICON
Income Fund Eight B L.P. ("Fund Eight B"), entities managed by the General
Partner, formed ICON Cheyenne LLC ("ICON Cheyenne") for the purpose of acquiring
and managing a portfolio of leases. Prior to September 30, 2004, the
Partnership, L.P. Seven, Fund Eight A and Fund Eight B had ownership interests
of 1.0%, 10.31%, 1.0% and 87.69%, respectively, in ICON Cheyenne. Effective
September 30, 2004, L.P. Seven assigned a 9.04% interest in ICON Cheyenne (while
retaining a 1.27% interest) to Fund Eight B.
The outstanding balance of the non-recourse debt secured by these assets,
at September 30, 2004, was $570,172. The leases expire on various dates through
September 2006.
Information as to the unaudited results of operations of ICON Cheyenne for
the nine months ended September 30, 2004 and 2003 is summarized below:
Nine Months Ended Nine Months Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Net loss $ (582,147) $ (12,994)
============= =============
Partnership's share
of net loss $ (5,821) $ (130)
============= ============
Distributions $ 4,475,001 $ 741,759
============= ============
Partnership's share of distributions $ 44,750 $ 7,418
============= ============
4 Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the nine months ended September 30, 2004 and 2003,
respectively, were as follows:
2004 2003
---- ----
Management fees $ 35,156 $ 93,070 Charged to operations
Administrative expense
reimbursements 14,129 33,630 Charged to operations
----------- -----------
Total $ 49,285 $ 126,700
=========== ===========
At September 30, 2004, the Partnership had a net payable of $150,000 due to
L.P. Seven which relates to distributions received from AIC Trust on behalf of
L.P. Seven. Additionally, the Partnership has $8,576 due to the General Partner
for management fees incurred during the second quarter of 2004. The General
Partner has waived all future management fees and administrative expense
reimbursements as of July 1, 2004. The Partnership expects to satisfy these
payables with its rental payments and sales proceeds.
Item 2. Manager'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 and
notes included in our annual report on Form 10-K dated December 31, 2003.
Certain statements within this document may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are identified by words such as "anticipate," "believe,"
"estimate," "expects," "intend," "predict" or "project" and similar expressions.
We believe that the expectations reflected in such forward-looking statements
are based on reasonable assumptions. Any such forward-looking statements are
subject to risks and uncertainties and our future results of operations could
differ materially from historical results or current expectations. Some of these
risks are discussed in this report, and include, without limitation,
fluctuations in oil and gas prices; changes in capital spending by customers in
the airline industry; changing customer demands for aircraft; acts of terrorism;
unsettled political conditions, war, civil unrest and governmental actions;
foreign currency fluctuations; and environmental and labor laws. Our actual
results could differ materially from those anticipated by such forward-looking
statements due to a number of factors, some of which may be beyond our control,
including, without limitation:
o changes in our industry, interest rates or the general economy;
o the degree and nature of our competition;
o availability of qualified personnel;
o cash flows from operating activities may be less than our current level of
expenses and debt obligations;
o the financial condition of lessees; and
o lessee defaults.
a. Overview
We are an equipment leasing business formed on July 8, 1993 which began
active operations on November 12, 1993. We are primarily engaged in the business
of acquiring equipment subject to leases. We are currently in the process of
selling our remaining assets in the ordinary course of business, a time frame we
call the "disposition period". We have not reinvested any of our funds during
the current period.
Our current equipment portfolio, which is held directly or through
investments in joint ventures with affiliates, consists primarily of:
o A 1% interest in ICON Cheyenne, a portfolio consisting of various equipment
including over the road rolling stock, manufacturing equipment and
materials handling equipment. The original transaction involved acquiring a
portfolio of 119 leases from Cheyenne Leasing Company for a purchase price
of $29,705,716. The purchase price consisted of a cash contribution of
$11,401,151 and the assumption of non-recourse debt of $18,304,565. Of the
original 119 leases, 30 remain active with expiration dates ranging between
January of 2005 and October of 2006.
o A 25% interest in certain equipment used in connection with the production
of sodium chlorate, on lease to EKA Chemicals, Inc. Our initial cash
contribution was $1,402,960, representing 25% of the total contribution,
and the assumption of $526,499 in non-recourse debt. A lease renewal was
executed on February 2, 2001, extending the expiration of the lease to July
2006, at which time title to the equipment will pass to the lessee.
o A .5025% interest in a coal handling facility on lease to Portland General
Electric ("PGE"). The purchase price of the equipment was $27,421,810, of
which the equity contribution was $15,193,097, and assumed non-recourse
debt of $12,228,713. The General Partner of the Partnership is currently in
negotiations with PGE for the purchase of the coal handling facility from
the Partnership. The sale is expected to be completed during November 2004
with PGE acquiring ownership of the coal handling facility.
o A 99% interest in one McDonnell Douglas MD-83 aircraft subject to lease
with Aerovias de Mexico, S.A. de C.V. ("Aeromexico") with the base term
expiring in January 2005. The purchase price for the aircraft was
$18,878,699 consisting of our cash investment of $3,055,000 and the
assumption of $15,823,699 in non-recourse debt.
o A 1% interest in one McDonnell Douglas MD-83 aircraft subject to lease with
Aeromexico with the base term expiring in January 2005. The purchase price
for the aircraft was $20,577,087 consisting of our pro rata share of
$4,068,175 of cash and the assumption of our pro rata share of $16,508,912
in non-recourse debt.
Substantially all of our recurring operating cash flows are generated from
the operations of the single-investor leases in our portfolio. On a monthly
basis, we deduct the expenses related to the recurring operations of the
portfolio from such revenues and assess the amount of the remaining cash flows
that will be required to fund known re-leasing costs and equipment management
costs. Any residual operating cash flows are considered available for
distribution to the investors and are paid monthly (up until the liquidation
period).
Industry Factors
Our results continue to be impacted by a number of factors influencing the
equipment leasing industry.
Further Deterioration of the Air Travel Industry.
The aircraft leasing industry is currently on the downside of a business
cycle and this has resulted in depressed sales prices for assets such as our
aircraft. It does not appear that the industry will recover significantly in the
very near future. However, a further weakening of the industry could cause the
proceeds realized from the future sale of our aircraft to be even less than
suggested by recent appraisals.
Inability to Remarket Assets.
If current lessees choose not to renew their leases or purchase the
equipment when their leases expire, we will need to remarket the equipment.
There is no assurance that we will be able to locate a willing buyer or lessee,
or if one is located, that the buyer or lessee will pay a price for the asset at
least equal to the carrying value.
The two McDonnell Douglas MD-83 aircraft on lease to Aeromexico are subject
to non-recourse debt with FINOVA, bearing interest at 11.83% annually. Given the
current market for aircraft, the rent the lessee pays does not cover the loan
payments, resulting in negative principal amortization. The net effect is that
it is highly unlikely, given the debt and aircraft market, that we will be in
position to realize residual proceeds on these aircraft. Accordingly, we are
currently discussing with FINOVA the possibility of selling the aircraft back to
FINOVA for the non-recourse debt balance.
b. Results of Operations for the Three Months ended September 30, 2004 and
2003
Revenues for the quarterly periods ended September 30, 2004 (the "2004
Quarter") and 2003 (the "2003 Quarter") are summarized as follows:
- ---------------------------------------- ----------------------------------
Quarters Ended, September 30, 2004 and 2003
- ---------------------------------------- ----------------------------------
- ---------------------------------------- --------------------- ------------
2004 Quarter 2003 Quarter Change
- ---------------------------------------- ------------ ----------- -------------
- ---------------------------------------- ------------ ----------- -------------
Total Revenues $ 289,710 $ 264,795 $ 24,915
- ---------------------------------------- ------------ ----------- -------------
- ---------------------------------------- ------------ ----------- -------------
Rental income $ 231,986 $ 236,202 $ (4,216)
- ---------------------------------------- ------------ ----------- -------------
- ---------------------------------------- ------------ ----------- -------------
Finance income $ 9,592 $ 10,541 $ (949)
- ---------------------------------------- ------------ ----------- -------------
- ---------------------------------------- ------------ ----------- -------------
Net (loss) gain on sales of equipment
$ (56,765) $ (59,954) $ 3,189
- ---------------------------------------- ------------ ----------- -------------
- ---------------------------------------- ------------ ----------- -------------
Income (loss) from investments in
joint ventures $ 101,725 $ (4,568) $ 106,293
- ---------------------------------------- ------------ ----------- -------------
- ---------------------------------------- ------------ ----------- -------------
Other income $ 3,172 $ 82,574 $ (79,402)
- ---------------------------------------- ------------ ----------- -------------
Revenues for the 2004 Quarter increased by $24,915, or 9.4%, as compared to
the 2003 Quarter. Income from investments in joint ventures increased primarily
as a result of the termination of our investment in AIC Trust. The gain from
this transaction exceeded any of the losses incurred in our other joint
ventures, the most significant of which was a loss in our investment in ICON
Receivables 1997-A LLC ("1997-A") due primarily to 1997-A writing off as
uncollectible approximately $345,000 of receivables due from affiliates as bad
debts. This increase to revenues was offset by a decrease in other income due to
a loss recovery on a terminated lease in the 2003 Quarter, for which there was
no corresponding recovery in the 2004 Quarter.
Expenses for the quarterly periods ended September 30, 2004 and 2003 are
summarized as follows:
- ------------------------------------------- ------------------------------------
Quarters Ended, September 30, 2004 and 2003
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2004 Quarter 2003 Quarter Change
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Total Operating Expenses $ 288,138 $ 506,661 $ (218,523)
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Depreciation $ - $ 358,209 $ (358,209)
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Interest $ 273,458 $ 265,423 $ 8,035
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
General and administrative $ 18,740 $ 48,914 $ (30,174)
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Management fees - General Partner $ - $ 27,104 $ (27,104)
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Administrative expense reimbursements -
General Partner $ - $ 11,170 $ (11,170)
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Minority interest $ (4,060) $ (4,159) $ 99
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Reversal of provision for bad debts $ - $ (200,000) $ 200,000
- ------------------------------------------- ----------- ------------ -----------
Expenses for the 2004 Quarter decreased by $218,523, or 43.1%, as compared
to the 2003 Quarter. The decrease in deprecation is due to the General Partner's
decision to discontinue depreciation on the Aeromexico aircraft at July 1, 2004
due to the belief that the current book value of the aircraft approximates the
current fair market value. The decrease in general and administrative expenses
was principally related to a decrease in professional fees resulting from an
overall reduction in our level of activities. The decrease in management fees
and administrative expense reimbursements - General Partner was a result of the
reduction in the average size of our lease portfolio and a decision by the
General Partner to waive all future fees as of July 1, 2004. These decreases in
expenses were offset by a reversal of the provision for bad debts in the 2003
Quarter, for which there was no corresponding amount in the 2004 Quarter.
Net Gain (Loss)
As a result of the foregoing factors, net gain (loss) for the 2004 Quarter
and 2003 Quarter was $1,572 and $(241,866), respectively. The net gain (loss)
per weighted average limited partnership unit was $.01 and $(.63) for the 2004
Quarter and 2003 Quarter, respectively.
c. Results of Operations for the Nine Months Ended September 30, 2004 and 2003
Revenues for the nine month periods ended September 30, 2004 (the "2004
Period") and 2003 (the "2003 Period") are summarized as follows:
- ---------------------------------------- ---------------------------------------
Periods Ended, September 30, 2004 and 2003
- ---------------------------------------- ---------------------------------------
- ---------------------------------------- --------------------- -----------------
2004 Period 2003 Period Change
- ---------------------------------------- ----------- ------------ ----------
- ---------------------------------------- ----------- ------------ ----------
Total Revenues $854,462 $ 892,585 $ (38,123)
- ---------------------------------------- ----------- ------------ ----------
- ---------------------------------------- ----------- ------------ ----------
Rental income $695,961 $ 844,699 $(148,738)
- ---------------------------------------- ----------- ------------ ----------
- ---------------------------------------- ----------- ------------ ----------
Finance income $ 29,721 $ 32,559 $ (2,838)
- ---------------------------------------- ----------- ------------ ----------
- ---------------------------------------- ----------- ------------ ----------
Net gain (loss) on sales of equipment $ 62,581 $ (210,706) $ 273,287
- ---------------------------------------- ----------- ------------ ----------
- ---------------------------------------- ----------- ------------ ----------
Income (loss) from investments in
joint ventures $ 56,829 $ (33,355) $ 90,184
- ---------------------------------------- ----------- ------------ ----------
- ---------------------------------------- ----------- ------------ ----------
Other income $ 9,370 $ 259,388 $(250,018)
- ---------------------------------------- ----------- ------------ ----------
Revenues for the 2004 Period decreased $38,123, or 4.3%, as compared to the
2003 Period. Other income decreased due to both a one-time adjustment for a
revised estimate of residual notes outstanding and a loss recovery on a
terminated lease, for which there were no corresponding amounts in the 2004
Period. Rental income decreased primarily due to the expiration of the National
Steel operating lease in the fourth quarter of 2003. These decreases in revenue
were offset by an increase in net gain on sales of equipment resulting from
recognition of additional gain of approximately $185,000 on a sale of equipment
that was leased to National Broadcasting Corp. This amount was reserved to pay
sales tax, however, no tax was applicable to the transaction. As well, income
from investments in joint ventures increased primarily as a result of the
termination of our investment in AIC Trust. The gain from this transaction
exceeded any of the losses incurred in our other joint ventures, the most
significant of which was a loss in our investment in ICON Receivables 1997-A LLC
("1997-A") due primarily to 1997-A writing off approximately $345,000 of
receivables due from affiliates as bad debts.
Expenses for the nine month periods ended September 30, 2004 (the "2004 Period")
and 2003 (the "2003 Period") are summarized as follows:
- ------------------------------------------- ------------------------------------
Periods Ended, September 30, 2004 and 2003
- ------------------------------------------- ------------------------------------
- ------------------------------------------- ----------- ------------ -----------
2004 Period 2003 Period Change
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Total Operating Expenses $ 1,769,274 $ 2,084,375 $(315,101)
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Depreciation $ 715,005 $ 1,072,508 $(357,503)
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Interest $ 910,424 $ 838,587 $ 71,837
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
General and administrative $ 107,699 $ 258,436 $(150,737)
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Management fees - General Partner $ 35,156 $ 93,070 $ (57,914)
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Administrative expense reimbursements -
General Partner $ 14,129 $ 33,630 $ (19,501)
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Amortization of initial direct costs $ - $ 706 $ (706)
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Minority interest $ (13,139)$ (12,562) $ (577)
- ------------------------------------------- ----------- ------------ -----------
- ------------------------------------------- ----------- ------------ -----------
Reversal of provision for bad debts $ - $ (200,000) $ 200,000
- ------------------------------------------- ----------- ------------ -----------
Expenses for the 2004 Period decreased $315,101, or 15.1%, as compared to
the 2003 Period. The decrease in depreciation is due to the General Partner's
decision to discontinue depreciation on the Aeromexico aircraft at July 1, 2004
due to the belief that the current book value of the aircraft approximates the
current fair value. The decrease in general and administrative expenses was due
principally to a decrease in professional fees resulting from an overall
reduction in the level of our activities. The decrease in management fees and
administrative expense reimbursements - General Partner was a result of the
reduction in the average size of our lease portfolio and a decision by the
General Partner to waive all future fees as of July 1, 2004. These decreases in
expenses were offset by an increase in interest due to a reconciliation of the
non-recourse note payable debt for accrued interest associated with the
Aeromexico lease. As well, during the 2003 Period, we had a reversal of bad debt
expense for which there is no corresponding reversal in the 2004 Period.
Net Loss
As a result of the foregoing factors, net loss for the 2004 Period and 2003
Period was $914,812 and $1,191,790, respectively. The net loss per weighted
average limited partnership unit was $2.40 and $3.12 for the 2004 Period and
2003 Period, respectively.
d. Liquidity and Capital Resources
Cash Requirements
We believe there are sufficient funds necessary to maintain current
operations. We expect to satisfy our payable to affiliates with future rental
payments and sales proceeds. However, in the event that cash flow is
insufficient to pay this obligation and our current level of expenses, we may be
required to sell assets prior to maturity or borrow against future cash flows.
Operations
Our primary source of liquidity for the 2004 Period and 2003 Period was
distributions from joint ventures of $449,890 and $363,779, respectively. In the
2003 Period, we also realized proceeds of $303,841 from sales of equipment.
Financings and Recourse Borrowings
We have not made any recourse borrowings, and we do not plan to rely on
financing to meet our current cash needs.
Distributions
Cash distributions to partners for the 2004 Period and 2003 Period totaled
$317,664 and $2,268,461, respectively. Such distributions are treated as a
return of capital, as we recorded losses for both periods. We have not made any
cash distributions since the first quarter and have no immediate plan to make
any distributions until we have fulfilled our current obligations to affiliates.
Capital Resources
At September 30, 2004, we are unaware of any specific need, apart from
those obligations to affiliates, requiring capital resources to be funded by us.
Uncertainties
At September 30, 2004, except as noted above in the Overview section and
listed below in the Risk Factors section, to the best of our knowledge, there
were no known trends or demands, commitments, events or uncertainties which are
likely to have a material effect on our liquidity. Risk Factors
Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange Commission are risks and uncertainties that
could cause our actual results to differ materially from the results
contemplated by the forward-looking statements contained in this report and
other periodic statements we make, including but not limited to, the following:
o The depressed value for aircraft has adversely affected the value of our
McDonnell Douglas MD-83's on lease to Aeromexico. The current carrying
value of the aircraft is less than the outstanding balance of the
non-recourse debt. Accordingly, we are in discussions with the lender
concerning selling both aircraft to the lender for the outstanding debt
balance.
e. Inflation and Interest Rates
The potential effects of inflation on us are difficult to predict. However,
since we are in our disposition phase, the effects are anticipated to be
minimal. If the general economy experiences significant rates of inflation,
however, it could affect us in a number of ways. We do not currently have or
expect to have rent escalation clauses tied to inflation in our leases. The
anticipated residual values to be realized upon the sale or re-lease of
equipment upon lease terminations (and thus the overall cash flow from our
leases may be expected to increase with inflation as the cost of similar new and
used equipment increases).
If interest rates increase significantly, the lease rates that we can
obtain on future leases may be expected to increase as the cost of capital is a
significant factor in the pricing of lease financing. Leases already in place,
for the most part, would not be affected by changes in interest rates.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
We are exposed to certain market risks, primarily changes in interest rates
and the demand for equipment and residuals owned by us.
We attempt to manage our 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 our lease investments.
We attempt to manage our exposure to equipment and residual risk by
monitoring the market and maximizing re-marketing proceeds received through
re-lease or sale of equipment.
Item 4. Controls and Procedures
We carried out an evaluation, under the supervision and with the
participation of management of ICON Capital Corp., our General Partner,
including the Chief Executive Officer and the Principal Financial and Accounting
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report
pursuant to the Securities Exchange Act of 1934. Based upon the evaluation, the
Chief Executive Officer and the Principal Financial and Accounting Officer
concluded that our disclosure controls and procedures were effective.
There were no significant changes in our internal control over financial
reporting during our third quarter that have materially affected, or are likely
to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
From time-to-time, in the ordinary course of business, we are involved in
legal actions when necessary to protect or enforce our rights. We are not a
defendant party to any pending litigation and are not aware of any pending or
threatened litigation against us.
Item 6 - 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.
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
By its General Partner,
ICON Capital Corp.
November 15, 2004 /s/ Thomas W. Martin
-------------------------- -----------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer of
the General Partner of the Partnership)
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 consolidated 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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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) 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 General Partner
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the registrant's ability to record, process, summarize and
report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls over financial reporting.
Dated: November 15, 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 Financial 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 consolidated 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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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) disclosed in this quarterly 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 General Partner
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the registrant's ability to record, process, summarize and
report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls over financial reporting.
Dated: November 15, 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)
September 30, 2004
Exhibit 32.1
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 (18 U.S.C.
1350), that, to the best of my knowledge and belief:
(1) the Quarterly Report on Form 10-Q for the period ended September 30, 2004
(the "Periodic Report") which this statement accompanies, 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 Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Cash Flow Partners L.P. Six.
Dated: November 15, 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)
September 30, 2004
Exhibit 32.2
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 (18 U.S.C. 1350), that, to the best of my knowledge and belief:
(1) the Quarterly Report on Form 10-Q for the period ended September 30, 2004
(the "Periodic Report") which this statement accompanies, 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 Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Cash Flow Partners L.P. Six.
Dated: November 15, 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