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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 period ended June 30, 2002
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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Commission File Number 33-94458
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ICON Cash Flow Partners L.P. Seven
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3835387
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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)
Registrant's telephone number, including area code (212) 418-4700
-----------------------------
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.
[ ] Yes [ X ] No
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Consolidated Balance Sheets
(unaudited)
June 30, December 31,
2002 2001
---- ----
Assets
Cash $ 1,287,865 $ 2,333,871
------------- -------------
Investment in finance leases
Minimum rents receivable 5,729,035 8,506,468
Estimated unguaranteed residual values 14,587,490 14,587,490
Initial direct costs 81,327 196,525
Unearned income (278,132) (1,043,118)
Allowance for doubtful accounts (754,590) (915,985)
------------- -------------
19,365,130 21,331,380
------------- -------------
Investment in operating leases
Equipment at cost 5,508,545 9,678,415
Accumulated depreciation (822,785) (895,169)
------------- -------------
4,685,760 8,783,246
Equipment held for sale or lease, net 20,657,406 18,769,730
------------- -------------
Net investment in leveraged leases 28,477,120 27,290,900
------------- -------------
Investment in estimated unguaranteed
residual values 20,811,758 20,811,758
------------- -------------
Investments in unconsolidated
joint ventures 3,284,601 3,114,325
------------- -------------
Other assets 2,135,205 1,899,697
------------- -------------
Total assets $ 100,704,845 $ 104,334,907
============= =============
(continued on next page)
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Consolidated Balance Sheets (Continued)
(unaudited)
June 30, December 31,
2002 2001
---- ----
Liabilities and Partners' Equity
Notes payable - non-recourse $ 28,432,972 $ 29,698,082
Notes payable - recourse 29,210,146 21,286,774
Accounts payable - General Partner
and affiliates 86,888 3,895,849
Security deposits, deferred credits
and other payables 1,884,910 1,110,828
Minority interest in consolidated
joint ventures 50,881 48,454
------------- -------------
59,665,797 56,039,987
------------- -------------
Partners' equity (deficiency)
General Partner (429,453) (366,314)
Limited partners (987,848 and 988,649
units outstanding, $100 per unit original
issue price) 41,468,501 48,661,234
------------- -------------
Total partners' equity 41,039,048 48,294,920
------------- -------------
Total liabilities and partners' equity $ 100,704,845 $ 104,334,907
============= =============
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Consolidated Statements of Operations
(unaudited)
For the three Months For the Six Months
Ended June 30, Ended June 30,
2002 2001 2002 2001
---- ---- ---- ----
Revenues (restated) (restated)
Finance income $ 354,616 $ 916,272 $ 811,685 $ 2,505,284
Rental income 236,395 1,116,436 521,491 1,302,436
Income from leveraged leases 596,050 552,119 1,186,220 1,104,238
Gain on sales of equipment - - 8,138 5,310
Income (loss) from investments in
unconsolidated joint ventures 332,803 (209,330) 700,920 73,068
Other 1,053 (9,341) 39,947 423
------------- ------------- ------------- --------------
Total revenues 1,520,917 2,366,156 3,268,401 4,990,759
------------- ------------- ------------- --------------
Expenses
Depreciation expense 1,005,087 628,690 2,010,058 736,761
Interest 721,262 883,766 1,464,375 1,933,115
General and administrative 224,555 195,356 501,775 369,735
Management fees - General Partner 144,303 397,470 648,706 1,230,523
Administrative expense reimbursements -
General Partner 67,178 154,151 278,522 497,377
Amortization of initial direct costs 106,406 128,393 238,116 311,280
Minority interest expense 1,210 1,243 2,427 2,493
------------- ------------- ------------- --------------
Total expenses 2,270,001 2,389,069 5,143,979 5,081,284
------------- ------------- ------------- --------------
Net loss $ (749,084) $ (22,913) $ (1,875,578) $ (90,525)
============= ============= ============= ==============
Net loss allocable to:
Limited partners $ (741,593) $ (22,684) $ (1,856,822) $ (89,620)
General Partner (7,491) (229) (18,756) (905)
------------- ------------- ------------- --------------
$ (749,084) $ (22,913) $ (1,875,578) $ (90,525)
============= ============= ============= ==============
Weighted average number of limited
partnership units outstanding 988,219 989,238 988,339 989,238
============= ============= ============= ==============
Net loss per weighted average
limited partnership unit $ (.75) $ (.02) $ (1.88) $ (.09)
============= ============= ============= ==============
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Consolidated Statements of Changes in Partners' Equity
For the Six Months Ended June 30, 2002 and
the Year Ended December 31, 2001
(unaudited)
Limited Partner Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at
December 31, 2000, restated $ 60,803,205 $ (251,521) $ 60,551,684
Limited partnership units
redeemed (939 units) (47,009) - (47,009)
Cash distributions to partners $ 10.75 $ - (10,632,716) (100,023) (10,732,739)
Net loss (1,462,246) (14,770) (1,477,016)
--------------- ------------ --------------
Balance at
December 31, 2001 48,661,234 (366,314) 48,294,920
Limited partnership units
redeemed (801 units) (30,940) - (30,940)
Cash distributions to partners $ 5.37 $ - (5,304,971) (44,383) (5,349,354)
Net loss (1,856,822) (18,756) (1,875,578)
--------------- ------------ --------------
Balance at
June 30, 2002 $ 41,468,501 $ (429,453) $ 41,039,048
=============== ============ ==============
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
For the Six Months Ended June 30,
(unaudited)
2002 2001
(restated)
Cash flows from operating activities:
Net loss $(1,875,578) $ (90,525)
----------- -----------
Adjustments to reconcile net loss to
net cash used in operating activities:
Finance income portion of receivables
paid directly to lenders by lessees (548,118) (2,030,425)
Rental income paid directly to lender
by lessee (378,690) (1,302,436)
Interest expense on non-recourse
financing paid directly by lessees
and interest accreted 955,927 1,752,155
Amortization of initial direct costs 238,116 311,280
Depreciation expense 2,010,058 736,761
Income from leveraged leases (1,186,220) (1,104,238)
Income from investments in unconsolidated
joint ventures (700,920) (73,068)
Gain on sales of equipment (8,138) (5,310)
Minority interest expense in consolidated
joint venture 2,427 2,493
Change in operating assets and liabilities (2,507,614) 1,338,348
----------- -----------
Total adjustments (2,123,172) (374,440)
----------- -----------
Net cash used in operating activities (3,998,750) (464,965)
----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment 271,896 729,930
Distributions from unconsolidated
joint ventures 530,739 --
----------- -----------
Net cash provided by investing activities 802,635 729,930
----------- -----------
(continued on next page)
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (Continued)
For the Six Months Ended June 30,
(unaudited)
2002 2001
(restated)
Cash flows from financing activities:
Cash distributions to partners (5,349,354) (5,371,201)
Proceeds from notes payable - recourse 10,800,439 --
Principal payments on notes payable - recourse (3,270,036) (625,451)
Redemption of limited partnership units (30,940) (16,908)
Proceeds from notes payable - non-recourse -- 2,111,726
------------ ------------
Net cash provided by (used in) financing
activities 2,150,109 (3,901,834)
------------ ------------
Net decrease in cash and cash equivalents (1,046,006) (3,636,869)
Cash and cash equivalents at beginning
of period 2,333,871 5,083,906
------------ ------------
Cash and cash equivalents at end of period $ 1,287,865 $ 1,447,037
============ ============
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (Continued)
Supplemental Disclosure of Cash Flow Information
For the six months ended June 30, 2002 and 2001, non-cash activities
included the following:
2002 2001
---- ----
Principal and interest on direct finance
receivables paid directly to lenders
by lessees $ 1,842,347 $ 9,872,287
Rental income assigned operating lease
receivables 378,690 1,302,436
Principal and interest on non-recourse
financing paid directly to lenders
by lessees (2,221,037) (11,174,723)
------------ ------------
$ - $ -
============ ============
Interest expense of $1,464,375 and $1,933,115 for the six months ended June
30, 2002 and 2001, respectively consisted of interest expense on notes payable
non-recourse paid or accrued directly to lenders by lessees of $955,927 and
$1,752,155 respectively, and interest expense on notes payable - recourse paid
or accrued of $508,448 and $180,960, respectively.
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 2002
(unaudited)
1. Basis of Presentation
The consolidated financial statements of ICON Cash Flow Partners L.P. Seven
(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 represented not misleading. The results for
the interim period are not necessarily indicative of the results for the full
year. These consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes included in the Partnership's
2001 Annual Report on Form 10-K. Certain items have been reclassified to conform
with the 2002 presentation. As discussed in note 3, the results of operations
for the three and six months ended June 30, 2001 have been restated.
2. Redemption of Limited Partnership Units
There were 801 limited partnership units redeemed during the six months
ended June 30, 2002. Redemption amounts are calculated following the redemption
formula specified in the Partnership Agreement. Redeemed units have no voting
rights and do not share in distributions. The Partnership Agreement limits the
number of units which can be redeemed in any one year and redeemed units may not
be reissued. Redeemed limited partnership units are accounted for as a reduction
from partners' equity.
3. Restatements
In connection with a change in accounting personnel in 2002, the new
accounting personnel identified errors in key reconciliations and accounting
records as of and for the year ended December 31, 2001. As a result, management
performed a detailed review of the Partnership's accounting practices and
processes relating to all of its complex lease transactions. Upon completion of
this review, management determined that during 2001, three leases with a single
lessee and the related lease remittances had been misclassified when each lease
was renewed; in another situation, a lease was included in the financial
statements when it had no economic value. Adjustments to correct these errors
have been made in the books and records of the Partnership and the financial
statements have been restated to reflect the proper accounting for such leases.
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
The following summarizes the impact on the statement of operations of such
adjustments for the quarter and six months ended June 30, 2001:
For the quarter ended For the six months ended
June 30, 2001 June 30, 2001
------------- -------------
Originally Originally
Reported Adjustments Restated Reported Adjustments Restated
Finance income $ 1,712,124 $ (256,864) $ 1,455,260 $4,215,316 $ (624,253) $ 3,591,063
Rental income $ 930,436 $ 186,000 $ 1,116,436 $ 930,436 $ 372,000 $ 1,302,436
Depreciation expense $ 520,618 $ 108,072 $ 628,690 $ 520,618 $ 216,144 $ 736,762
Net income (loss) $ 156,023 $ (178,936) $ (22,913) $ 377,872 $(468,397) $ (90,525)
Net income (loss) allocable to:
Limited partners $ 154,463 $ (177,147) $ (22,684) $ 374,093 $(463,713) $ (89,620)
General Partner $ 1,560 $ (1,789) $ (229) $ 3,779 $ (4,684) $ (905)
Net income (loss) per weighted
average limited partnership
unit $ .16 $ (.18) $ (.02) $ .38 $ (.47) $ (.09)
The restatement adjustments for the quarter ended June 30, 2001 reflected
above are as follows: (1) the reclassification of revenue from one finance lease
aggregating $186,000, with respect to a single lessee, from finance income to
rental income due to the fact that this finance lease came to term in January
2001, but was extended on a month to month basis, and the recording of
depreciation expense of $108,072 related thereto; (2) the reversal of $9,503 of
uncollected late charge income, which had been improperly recorded as finance
income; and (3) the reversal of $61,361 of finance income related to the booked
residual of a finance lease which had been inappropriately recognized after the
lease was terminated.
The restatement adjustments for the six months ended June 30, 2001
reflected above are as follows: (1) the reclassification of revenue from one
finance lease aggregating $372,000, with respect to a single lessee, from
finance income to rental income due to the fact that this finance lease came to
term in January 2001, but was extended on a month to month basis, and the
recording of depreciation expense of $216,144 related thereto; (2) the reversal
of $131,503 of uncollected late charge income, which had been improperly
recorded as finance income; and (3) the reversal of $120,750 of finance income
related to the booked residual of a finance lease which had been inappropriately
recognized after the lease was terminated.
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
In addition, in the restated financial statements, the Partnership
reclassified a finance lease to an investment in joint venture as described in
note 6 to the consolidated financial statements. Though the reclassification had
no impact on the reported net income (loss) for the six months ended June 30,
2001, the impact of such reclassification on the statement of operations for the
quarter and six months ended June 30, 2001 was as follows:
For the quarter ended
June 30, 2001
Restated
Amounts Reclassification Reclassified
Finance income $ 1,455,260 $ (538,988) $ 916,272
Income (loss) from investments in joint ventures $ (461,353) $ 252,023 $ (209,330)
Other $ 10,940 $ (20,281) $ (9,341)
Interest expense $ 1,202,863 $ (319,097) $ 883,766
Amortization of initial direct costs $ 116,542 $ 11,851 $ 128,393
Net loss $ (22,913) $ - $ (22,913)
For the six months ended
June 30, 2001
Restated
Amounts Reclassification Reclassified
Finance income $ 3,591,063 $ (1,085,779) $ 2,505,284
Income (loss) from investments in joint ventures $ (417,944) $ 491,012 $ 73,068
Other $ 33,014 $ (32,591) $ 423
Interest expense $ 2,584,174 $ (651,059) $ 1,933,115
Amortization of initial direct costs $ 287,578 $ 23,702 $ 311,280
Net loss $ (90,525) $ - $ (90,525)
4. Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the six months ended June 30, 2002 and 2001 were
as follows:
2002 2001
---- ----
Management fees $ 648,706 $ 1,230,523 Charged to Operations
Administrative expense
reimbursements 278,522 497,377 Charged to Operations
------------ -------------
Total $ 927,228 $ 1,727,900
============ =============
The Partnership has formed eight joint ventures with affiliates for the
purpose of acquiring and managing various assets. (See Note 6 for additional
information relating to the joint ventures.)
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
5. Net Investment in Leveraged Leases
The Partnership has ownership interests in two DC-10-30 aircraft subject to
leveraged leases with Continental Airlines, Inc. (through March 2003) and
Federal Express (through July 2004).
The net investment in the leveraged leases as of June 30, 2002 consisted of
the following:
Non-cancelable minimum rents receivable (net of
principal and interest on non-recourse debt) $ 10,002,727
Estimated unguaranteed residual values 22,700,000
Initial direct costs 262,749
Unearned income (4,488,356)
------------
$ 28,477,120
============
Unearned income is recognized from leveraged leases over the lives of the
leases at a constant rate of return based on the positive net investment in the
lease in years such investment is positive. There are no deferred tax
liabilities arising from the Partnership's leveraged lease investments since all
taxes are recognized at the individual partner level rather than at the
Partnership level.
6. Consolidated Venture and Investments in Unconsolidated Joint Ventures
The Partnership and affiliates are parties to eight ventures discussed
below for the purpose of acquiring and managing various assets.
Consolidated Venture
The venture described below is majority owned and is consolidated with the
Partnership.
ICON Cash Flow Partners L.L.C. III
On December 31, 1996, the Partnership and an affiliate, ICON Cash Flow
Partners, L.P., Series E ("Series E") formed ICON Cash Flow Partners L.L.C. III
("ICON Cash Flow LLC III"), for the purpose of acquiring and managing an
aircraft currently on lease to Continental Airlines, Inc. The aircraft is a 1976
McDonnell Douglas DC-10-30 and cost $11,429,751. The lease is a leveraged lease
and the lease term expires in March 2003 (see Note 5). Profits, losses, excess
cash and disposition proceeds are allocated 99% to the Partnership and 1% to
Series E. The Partnership's financial statements include 100% of the assets and
liabilities and 100% of the revenue and expenses of ICON Cash Flow LLC III.
Series E's investment in ICON Cash Flow LLC III has been reflected as minority
interest in joint venture on the consolidated balance sheets and minority
interest expense on the consolidated statements of operations.
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Investments In Unconsolidated Joint Ventures
The seven joint ventures described below are 50% or less owned and are
accounted for under the equity method.
ICON Receivables 1997-A L.L.C.
In March 1997, the Partnership and affiliates, ICON Cash Flow Partners L.P.
Six ("L.P. Six") and ICON Cash Flow Partners L.P. Series D ("Series D")
contributed and assigned equipment lease and finance receivables and residuals
to ICON Receivables 1997-A L.L.C. ("1997-A"). In September 1997, Series E, L.P.
Six and the Partnership contributed and assigned additional equipment lease and
finance receivables and residuals to 1997-A. As of June 30, 2002, the
Partnership, Series E, L.P. Six and Series D own 19.97%, 31.19%, 31.03% and
17.81% interests, respectively, in 1997-A. The Partnership accounts for its
interest in 1997-A under the equity method of accounting.
Information as to the unaudited financial position and the results of
operations of 1997-A as of June 30, 2002 and December 31, 2001 and for the six
months ended June 30, 2002 and 2001 is summarized below:
June 30, 2002 December 31, 2001
------------- -----------------
Assets $ 633,941 $ 1,856,582
=========== ============
Liabilities $ 538,636 $ 1,707,445
=========== ============
Equity $ 95,305 $ 149,137
=========== ============
Partnership's share of equity $ 19,037 $ 29,783
=========== ============
Six Months Ended Six Months Ended
June 30, 2002 June 30, 2001
------------- -------------
Net loss $ (53,832) $ (1,868,675)
=========== ============
Partnership's share of net loss $ (10,746) $ (516,524)
=========== ============
1997-A recorded a provision for bad debts of $1,825,000 during the six
month period ended June 30, 2001.
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
ICON Receivables 1997-B L.L.C.
In August 1997, the Partnership, Series E and L.P. Six formed ICON
Receivables 1997-B L.L.C. ("1997-B"). The Partnership, Series E and L.P. Six
each contributed cash, equipment leases and residuals and received a 16.67%,
75.00% and 8.33% interest, respectively, in 1997-B. The Partnership accounts for
its investment in 1997-B under the equity method of accounting.
Information as to the unaudited financial position and the results of
operations of 1997-B as of June 30, 2002 and December 31, 2001 and for the six
months ended June 30, 2002 and 2001 is summarized below:
June 30, 2002 December 31, 2001
------------- -----------------
Assets $ 4,230,393 $ 8,265,689
=============== =============
Liabilities $ 4,230,393 $ 7,876,692
=============== =============
Equity $ - $ 388,997
=============== =============
Partnership's share of equity $ - $ 64,847
=============== =============
Six Months Ended Six Months Ended
June 30, 2002 June 30, 2001
------------- -------------
Net loss $ (388,997) $ (311,245)
=============== =============
Partnership's share of net loss $ (64,847) $ (51,885)
=============== =============
1997-B recorded a provision for bad debts of $440,000 and $275,000 during
the six month periods ended June 30, 2002 and 2001, respectively.
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
ICON Boardman Funding L.L.C.
In December 1998, the Partnership and three affiliates, ICON Cash Flow
Partners, L.P., Series C ("Series C"), L.P. Six and ICON Income Fund Eight A
L.P. ("Fund Eight A") formed ICON Boardman Funding L.L.C. ("ICON BF"), for the
purpose of acquiring a lease for a coal handling facility with Portland General
Electric, a utility company. The purchase price totaled $27,421,810, and was
funded with cash and non-recourse debt. The Partnership, Series C, L.P. Six, and
Fund Eight A received a .5%, .5%, .5% and 98.5% interest, respectively, in ICON
BF. The Partnership accounts for its investment in ICON BF under the equity
method of accounting.
In 2001, the other joint venturers in ICON BF acquired Series C's interest
in accordance with their proportionate shares of ICON BF, at an aggregate cost
of $56,370, which represented Series C's carrying value of the investment. The
Partnership's share of the purchase price was $283. The remaining venturers'
shares in ICON BF at June 30, 2002 were .5025%, .5025%, and 98.995% for the
Partnership, L.P. Six, and Fund Eight A, respectively.
Portland General Electric ("PGE") is a wholly owned subsidiary of Enron
Corporation ("Enron"), which filed for Chapter 11 bankruptcy protection. PGE has
not filed for bankruptcy. While Enron owns all of PGE's outstanding common
stock, PGE has its own legal entity, owns its assets and is responsible for its
own day-to-day operations. PGE continues to make its lease payments and is
current through August 2002.
Information as to the unaudited financial position and the results of
operations of ICON BF as of June 30, 2002 and December 31, 2001 and for the six
months ended June 30, 2002 and 2001 is summarized below:
June 30, 2002 December 31, 2001
------------- -----------------
Assets $ 22,256,680 $ 24,855,375
================ ===============
Liabilities $ 10,337,276 $ 13,588,934
================ ===============
Equity $ 11,919,404 $ 11,266,441
================ ===============
Partnership's share of equity $ 59,895 $ 56,614
================ ===============
Six Months Ended Six Months Ended
June 30, 2002 June 30, 2001
------------- -------------
Net income $ 652,963 $ 699,814
================ ===============
Partnership's share of net income $ 3,281 $ 3,499
================ ===============
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
AIC Trust
In 1999, ICON/AIC Trust ("AIC Trust") was formed to own and manage a
portfolio of leases in England. The Partnership, L.P. Six and Fund Eight A own
30.76%, 25.51% and 43.73% interests in AIC Trust, respectively. The Partnership
accounts for its investment under the equity method of accounting.
On December 28, 2001, AIC Trust sold its remaining leases, subject to the
related debt, at a loss for a note receivable of (pound)2,575,000 ($3,744,822
based upon the exchange rate at December 31, 2001) which is payable in six
installments through June 2004. The first two installments on the note were
collected in January and June 2002, respectively. As of June 30, 2002, the gross
amount due is (pound)1,625,000 ($2,407,821 on a discounted basis based upon the
exchange rate at June 30, 2002).
Information as to the unaudited financial position and the results of
operations of AIC Trust as of March 31, 2002 and December 31, 2001 and for the
six months ended June 30, 2002 and 2001 is summarized below:
June 30, 2002 December 31, 2001
------------- -----------------
Assets $ 3,127,943 $ 3,849,439
============ ===========
Liabilities $ 57,447 $ -
============ ===========
Equity $ 3,070,496 $ 3,849,439
============ ===========
Partnership's share of equity $ 944,484 $ 1,184,087
============ ===========
Six Months Ended Six Months Ended
June 30, 2002 June 30, 2001
------------- -------------
Net income $ 253,820 $ 252,956
============ ===========
Partnership's share of net income $ 78,075 $ 77,836
============ ===========
Distributions $ 1,032,763 $ -
============ ===========
Partnership's share of distributions $ 317,678 $ -
============ ===========
AIC Trust recorded a foreign exchange loss of $71,152 in the three months
ended March 31, 2002 and a foreign exchange gain of $198,080 in the three months
ended June 30, 2002.
ICON Cheyenne LLC
In December 2000, the Partnership and three affiliates, L.P. Six, Fund
Eight A and Fund Eight B formed ICON Cheyenne LLC ("ICON Cheyenne") for the
purpose of acquiring a portfolio of leases for an aggregate purchase price of
$29,705,716, which was paid for with cash of $11,401,151 and the assumption of
non-recourse debt with an unaffiliated third party lender of $18,304,565. The
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
debt is structured to be amortized by the application to the debt of rentals due
under the various term leases. The leases expire on various dates through
September 2006. The Partnership, L.P. Six, Fund Eight A and Fund Eight B have
ownership interests of 10.31%, 1.0%, 1.0% and 87.69%, respectively, in ICON
Cheyenne. The Partnership accounts for its investment under the equity method of
accounting.
Information as to the unaudited financial position and the results of
operations of ICON Cheyenne as of June 30, 2002 and December 31, 2001 and for
the six months ended June 30, 2002 and 2001 is summarized below:
June 30, 2002 December 31, 2001
------------- -----------------
Assets $ 19,967,473 $ 23,869,671
============ ============
Liabilities $ 8,290,031 $ 11,145,506
============ ============
Equity $ 11,677,442 $ 12,724,165
============ ============
Partnership's share of equity $ 1,203,944 $ 1,311,861
============ ============
Six Months Ended Six Months Ended
June 30, 2002 June 30, 2001
------------- -------------
Net income $ 1,019,824 $ 621,225
============ ===========
Partnership's share of net income $ 105,144 $ 64,048
============ ===========
Distributions $ 2,066,547 $ -
============ ===========
Partnership's share of distributions $ 213,061 $ -
============ ===========
ICON Aircraft 24846, LLC
In 2000, the Partnership and two affiliates, Fund Eight A and Fund Eight B,
formed ICON Aircraft 24846 for the purpose of acquiring an investment in an
aircraft leased to a commercial airline for a purchase price of $44,515,416,
which was funded with cash of $2,241,371 and non-recourse debt of the
$42,274,045. The rents and the aircraft have been assigned to the non-recourse
lender. The lease is scheduled to expire in March 2003, at which time the
balance of the non-recourse debt outstanding is scheduled to be approximately
$34,500,000. The Partnership, Fund Eight A and Fund Eight B have ownership
interests of 2.0%, 2.0% and 96.0%, respectively, in ICON Aircraft 24846. The
Partnership accounts for its investment under the equity method of accounting.
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Information as to the unaudited financial position and the results of
operations of ICON Aircraft as of June 30, 2002 and December 31, 2001 and for
the six months ended June 30, 2002 and 2001 is summarized below:
June 30, 2002 December 31, 2001
------------- -----------------
Assets $ 40,599,897 $ 41,952,008
============ ============
Liabilities $ 37,218,282 $ 38,945,109
============ ============
Equity $ 3,381,615 $ 3,006,899
============ ============
Partnership's share of equity $ 67,632 $ 60,138
============ ============
Six Months Ended Six Months Ended
June 30, 2002 June 30, 2001
------------- -------------
Net income $ 374,716 $ 254,045
============ ============
Partnership's share of net income $ 7,494 $ 5,082
============ ============
North Sea (Connecticut) Limited Partnership
In 2000, a joint venture, North Sea (C onnecticut) Limit ed Partnership
(North Sea), in which the Partnership is a 50% Class C limit ed partner,
exercised its option to acquire a drilling rig and leased the rig to the
operator. The lease was then discounted on a non recourse basis at a bank and
the proceeds were used to pay for the exercise of the option, with the excess
loan proceeds of $20,002,567 distributed to the joint venturers ($10,001,284
represented the Partnership's 50% share). The other joint venturers are not
affiliates. In 2000, the Partnership originally reflected its pro rata share of
the lease and related debt on its balance sheet. However, in the fourth quarter
of 2001, upon subsequent review, the transaction was reclassified as an
investment in a joint venture. Amounts in the June 30, 2001 statement of
operations have been reclassified to reflect the current period's presentation.
Neither the net income recorded in the 2001 period nor the amount of equity
recorded at June 30, 2001 was affected by the reclassification.
The Partnership has guaranteed an amount between the stipulated loss value
provided for in the financing and the loan balance. The maximum amount for which
the Partnership is contingently liable at June 30, 2002 under such guarantee was
$137,999.
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Information as to the unaudited financial position and the results of
operations of North Sea as of June 30, 2002 and December 31, 2001 and for the
six months ended June 30, 2002 and 2001 is summarized below:
June 30, 2002 December 31, 2001
------------- -----------------
Assets $ 10,893,802 $ 11,169,465
============= =============
Liabilities $ 24,009,581 $ 25,450,283
============= =============
Partners' deficit $ (13,115,779) $ (14,280,818)
============= =============
Partnership's share of equity $ 989,609 $ 407,090
============= =============
Six Months Ended Six Months Ended
June 30, 2002 June 30, 2001
------------- -------------
Net income $ 1,165,039 $ 982,024
============= =============
Partnership's share of net income $ 582,519 $ 491,012
============= =============
7. Investment in Operating Leases and Equipment Held f or Sale or Lease
During the quarter ended June 30, 2002, operating lease equipment with a
net book value of $3,578,716 was returned to the Partnership and was
reclassified as equipment held for sale or lease. The Partnership is continuing
to record depreciation on such equipment.
8. New Line of Credit Agreement
During the quarter ended June 30, 2002, the Partnership entered into a
$17,500,000 joint line of credit agreement, shared with Fund Eight A and Fund
Eight B, with Comerica Bank as lender, replacing its prior $7,500,000 line of
credit agreement. The Partnership borrowed $7,775,439 under the new agreement
and used $3,175,439 to pay off its outstanding borrowings under its prior line
of credit and $3,644,700 to repay to Fund Eight B the amount due for the
repurchase in December 2001 of a joint venture interest. Under the terms of the
new agreement, the Partnership may borrow at a rate equal to the Comerica Bank
base rate plus 1% (5.75% at June 30, 2002) and all borrowings are to be
collateralized by the present values of rents receivable and residuals. The
expiration date of the new line of credit agreement is May 31, 2003.
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
June 30, 2002
Item 2. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
The financial statements for 2001 have been restated and reclassified as
explained in Note 3 of Notes to Consolidated Financial Statements. The General
Partner's discussion and analysis below compare the 2002 results to the restated
and reclassified 2001 results.
Results of Operations for the Three Months Ended June 30, 2002 and 2001
Revenues for the three months ended June 30, 2002 ("2002 Quarter") were
$1,520,917 as compared to $2,366,156 in the quarter ended June 30, 2001 ("2001
Quarter") representing a decrease of $845,239. The decrease in revenues resulted
primarily from decreases in finance income of $561,656 and a decrease in rental
income of $880,041. The decrease in revenue was partially offset by increases in
income from leveraged leases of $43,931 and income from investments in
unconsolidated joint ventures of $542,133. The decrease in finance income
resulted primarily from (1) a decrease in the average size of the Partnership's
lease portfolio; (2) certain leases which were renewed and are generating lower
levels of finance income during the respective renewal terms; and (3) certain
finance leases which came to term in 2001 and were either (a) renewed in 2001
and classified as operating leases during their renewal terms or (b) are
currently off lease. The decrease in rental income from the 2001 Quarter
resulted from the rentals associated with equipment which was reclassified to
equipment held for sale or re-lease subsequent to the 2001 Quarter. The increase
in income from leveraged leases is consistent with the increase in the
investment in leverage leases on which such income is based. The decrease in
loss from equity investment in joint ventures resulted primarily from a
provision for bad debts of $1,825,000 recorded by one of the ventures in the
2001 Period.
Expenses for the 2002 Quarter were $2,270,001 as compared to $2,389,069 in
the 2001 Quarter, representing a decrease of $119,068. The decrease in expenses
was primarily attributable to a decrease in interest expense of $162,504,
management fees - General Partner of $253,167, a decrease in administrative
expense reimbursements - General Partner of $86,973, and a decrease in
amortization of initial direct costs of $21,987. The decrease in expenses was
partially offset by increases in depreciation expense of $376,397, and general
and administrative expenses of $29,199. The decreases in management fees -
General Partner and administrative expense reimbursement - General Partner
resulted from the overall decrease in the average size of the Partnership's
lease investment portfolio and the timing of rentals received. The increase in
depreciation expense was due principally to depreciation associated with
equipment reclassified from finance leases to operating leases or equipment held
for sale or lease subsequent to the 2001 Quarter. The principal reason for the
increase in general and administrative expenses was the storage and insurance
costs associated with the off-lease vessels during the 2002 Quarter.
Net loss for the 2002 Quarter and the 2001 Quarter was $749,084 and
$22,913, respectively. The net loss per weighted average limited partnership
unit outstanding was $.75 and $.02, for the 2002 Quarter and the 2001 Quarter,
respectively.
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
June 30, 2002
Results of Operations for the Six Months Ended June 30, 2002 and 2001
Revenues for the six months ended June 30, 2002 ("2002 Period") were
$3,268,401 as compared to $4,990,759 for the six months ended June 30, 2001
("2001 Period") representing a decrease of $1,722,358. The decrease in revenues
resulted primarily from decreases in finance income of $1,693,599 and rental
income of $780,945. The decrease in revenue was partially offset by increases in
income from leveraged leases of $81,982 and income from investments in
unconsolidated joint ventures of $627,852. The decrease in finance income
resulted primarily from (1) a decrease in the average size of the Partnership's
lease portfolio; (2) certain leases which were renewed and are generating lower
levels of finance income during the respective renewal terms; and (3) certain
finance leases which came to term in 2001 and were either (a) renewed in 2001
and classified as operating leases during their renewal terms or (b) are
currently off lease. The decrease in rental income from the 2001 Period resulted
from the rentals associated with equipment which was reclassified to equipment
held for sale or re-lease subsequent to the 2001 Period. The increase in income
from leveraged leases is consistent with the increase in the investment in
leverage leases on which such income is based. The increase in income from
equity investment in joint ventures resulted primarily from a provision for bad
debts of $1,825,000 recorded by one of the ventures in the 2001 Period.
Expenses for the 2002 Period were $5,143,979 as compared to $5,081,284 in
the 2001 Period, representing an increase of $62,695. The increase in expenses
was primarily attributable to an increase in depreciation expense of $1,273,297,
from $736,761 to $2,010,058 due principally to depreciation associated with
equipment reclassified from finance leases to operating leases or equipment held
for sale or lease subsequent to the 2001 Period, and an increase in general and
administrative expenses of $132,040. The principal reason for the increase in
general and administrative expenses was the storage and insurance costs
associated with the off-lease vessels during the 2002 Period. The increase in
expenses were partially offset by a decrease in interest expense of $468,740, a
decrease in management fees - General Partner of $581,817, a decrease in
administrative expense reimbursements - General Partner of $218,855, and a
decrease in amortization of initial direct costs of $73,164. Interest expense
decreased due to a decrease in the average debt outstanding from 2001 to 2002.
The decreases in management fees - General Partner and administrative expense
reimbursement - General Partner resulted from the overall decrease in the
average size of the Partnership's lease investment portfolio and the timing of
rentals received.
Net loss for the 2002 Period and the 2001 Period was $1,875,578 and
$90,525, respectively. The net loss per weighted average limited partnership
unit outstanding was $1.88 and $.09, for the 2002 Period and the 2001 Period,
respectively.
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
June 30, 2002
Liquidity and Capital Resources
During the six months ended June 30, 2002 the Partnership used cash in
operating activities of $3,998,750 and paid distributions to partners of
$5,349,354. The Partnership borrowed $10,800,439 under its lines of credit
during the period and repaid $3,270,036 due under such lines. Because the
Partnership's uses of cash exceeded sources of cash during the period, its
liquidity was reduced. As of June 30, 2002 the Partnership has aircraft parts
with an aggregate carrying value of $3,229,926 and five vessels with an
aggregate carrying value of $17,427,480 off lease. The Partnership is currently
exploring options to either sell or re-lease these assets. The Partnership's
ability to continue making cash distributions at the current rate is dependent
on the Partnership's ability to remarket or sell assets coming off lease.
During the quarter ended June 30, 2002, the Partnership entered into a
$17,500,000 joint line of credit agreement, shared with Fund Eight A and Fund
Eight B, with Comerica Bank as lender, replacing its prior $7,500,000 line of
credit agreement. The Partnership initially borrowed $7,775,439 under the new
agreement and used $3,175,439 to pay off its outstanding borrowings under its
prior line of credit and $3,644,700 to repay to Fund Eight B the amount due for
the repurchase in December 2001 of a joint venture interest. Under the terms of
the new agreement, the Partnership may borrow at a rate equal to the Comerica
Bank base rate plus 1% (5.75% at June 30, 2002) and all borrowings are to be
collateralized by the present values of rents receivable and residuals. The
expiration date of the new line of credit agreement is May 31, 2003.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
The Partnership is exposed to certain market risks, including changes in
interest rates and the demand for equipment (and the related residuals) owned by
the Partnership and its investees. Except as described below, the Partnership
believes its exposure to other market risks are insignificant to both its
financial position and results of operations.
The Partnership manages its interest rate risk by obtaining fixed rate debt
for most of its obligations.
The Partnership borrows funds under two floating rate lines of credit and
is therefore exposed to interest rate risk until the floating rate lines of
credit are repaid. The Partnership's borrowings under its floating rate lines of
credit as of June 30, 2002 aggregated $8,229,341. The Partnership believes the
risk associated with rising interest rates under these lines is not significant.
The Partnership manages its exposure to equipment and residual risk by
monitoring the market and maximizing remarketing proceeds through either
releasing or sales of equipment.
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
No reports on Form 8-K were filed by the Partnership during the quarter ended
June 30, 2002.
Exhibits
99.1 Certification of Chairman and Chief Executive Officer pursuant to 18
U.S.C.ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
99.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer pursuant to 18 U.S.C.ss.1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
ICON Cash Flow Partners L. P. Seven
(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. Seven
File No. 33-94458 (Registrant)
By its General Partner,
ICON Capital Corp.
September 16, 2002 /s/ Thomas W. Martin
------------------------ --------------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal financial and accounting officer
of the General Partner of the Registrant)
Certifications
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. Seven.
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.
Dated: September 16, 2002
/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. Seven
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
I, Thomas W. Martin certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Cash Flow
Partners L.P. Seven.
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.
Dated: September 16, 2002
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal financial and accounting officer
of the General Partner of the Registrant)
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
June 30, 2002
EXHIBIT 99-1
I, Beaufort J.B. Clarke, Chairman and Chief Executive Officer of ICON
Capital Corp, the sole General Partner of ICON Cash Flow Partners L.P. Seven,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended June 30, 2002 (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. Seven.
Dated: September 16, 2002
/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. Seven
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
June 30, 2002
EXHIBIT 99-2
I, Thomas W. Martin, Executive Vice President (Principal Financial and
Accounting Officer) of ICON Capital Corp, the sole General Partner of ICON Cash
Flow Partners L.P. Seven, certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended June 30, 2002 (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. Seven.
Dated: September 16, 2002
/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. Seven