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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 September 30, 2002
-----------------------------------------------------------
[ ] 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 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
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
100 Fifth Avenue New York, New York 10011
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(212) 418-4700
- --------------------------------------------------------------------------------
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
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Consolidated Balance Sheets
(unaudited)
September 30, December 31,
2002 2001
---- ----
Assets
------
Cash $ 3,144,791 $ 2,333,871
------------- -------------
Investment in finance leases
Minimum rents receivable 2,864,352 8,506,468
Estimated unguaranteed residual values 11,800,377 14,587,490
Initial direct costs 37,687 196,525
Unearned income (186,982) (1,043,118)
Allowance for doubtful accounts (289,301) (915,985)
------------- -------------
14,226,133 21,331,380
Investment in operating leases
Equipment at cost 4,548,538 9,678,415
Accumulated depreciation (803,004) (895,169)
------------- -------------
3,745,534 8,783,246
Equipment held for sale or lease, net 20,264,648 18,769,730
------------- -------------
Net investment in leveraged leases 29,095,953 27,290,900
------------- -------------
Investment in estimated unguaranteed
residual values 20,811,758 20,811,758
------------- -------------
Accounts receivable - General Partner
and affiliates 480,662 -
------------- -------------
Investments in unconsolidated
joint ventures 3,284,751 3,114,325
------------- -------------
Other assets 1,400,518 1,899,697
------------- -------------
Total assets $ 96,454,748 $ 104,334,907
============= =============
(continued on next page)
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Consolidated Balance Sheets (Continued)
(unaudited)
September 30, December 31,
2002 2001
---- ----
Liabilities and Partners' Equity
--------------------------------
Notes payable - non-recourse $ 28,460,968 $ 29,698,082
Notes payable - recourse 27,532,782 21,286,774
Accounts payable - General Partner
and affiliates -- 3,895,849
Security deposits, deferred credits and
other payables 1,047,378 1,110,828
Minority interest in consolidated
joint ventures 52,097 48,454
------------- -------------
57,093,225 56,039,987
------------- -------------
Partners' equity (deficiency)
General Partner (445,700) (366,314)
Limited partners (987,848 and 988,649
units outstanding, $100 per unit
original issue price) 39,807,223 48,661,234
------------- -------------
Total partners' equity 39,361,523 48,294,920
------------- -------------
Total liabilities and partners' equity $ 96,454,748 $ 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 Nine Months
Ended September 30, Ended September 30,
2002 2001 2002 2001
---- ---- ---- ----
Revenues (restated) (restated)
Finance income $ 44,451 $ 934,788 $ 856,136 $ 3,440,072
Rental income 230,145 1,565,547 751,636 2,867,983
Income from leveraged leases 618,833 552,119 1,805,053 1,656,357
Gain on sales of equipment 2,703,443 463,362 2,711,581 468,672
Income from investments in
unconsolidated joint ventures 315,974 212,789 1,016,894 285,857
Other 36,801 (11,987) 76,748 (11,564)
------------- ------------- ----------- ------------
Total revenues 3,949,647 3,716,618 7,218,048 8,707,377
------------- ------------- ----------- ------------
Expenses
Depreciation expense 1,004,679 904,573 3,014,737 1,641,334
Interest 665,083 719,380 2,129,458 2,652,495
General and administrative 848,374 198,720 1,350,149 568,455
Management fees - General Partner 229,754 657,366 878,460 1,887,889
Administrative expense reimbursements -
General Partner 100,117 169,708 378,639 667,085
Amortization of initial direct costs 96,831 188,857 334,947 500,137
Minority interest expense 1,216 9,866 3,643 12,359
------------- ------------- ----------- ------------
Total expenses 2,946,054 2,848,470 8,090,033 7,929,754
------------- ------------- ----------- ------------
Net income (loss) $ 1,003,593 $ 868,148 $ (871,985) $ 777,623
============= ============= =========== ============
Net income (loss) allocable to:
Limited partners $ 993,557 $ 859,467 $ (863,265) $ 769,847
General Partner 10,036 8,681 (8,720) 7,776
------------- ------------- ----------- ------------
$ 1,003,593 $ 868,148 $ (871,985) $ 777,623
============= ============= =========== ============
Weighted average number of limited
partnership units outstanding 988,219 988,923 988,339 989,279
============= ============= =========== ============
Net income (loss) per weighted average
limited partnership unit $ 1.01 $ .87 $ (.87) $ .78
============= ============= =========== ============
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 Nine Months Ended September 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 $ 8.06 $ - (7,959,806) (70,666) (8,030,472)
Net loss (863,265) (8,720) (871,985)
--------------- ------------ --------------
Balance at
September 30, 2002 $ 39,807,223 $ (445,700) $ 39,361,523
=============== ============ ==============
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 Nine Months Ended September 30,
(unaudited)
2002 2001
---- ----
(restated)
Cash flows from operating activities:
Net (loss) income $ (871,985) $ 777,623
----------- -----------
Adjustments to reconcile net (loss) income to
net cash used in operating activities:
Finance income portion of receivables
paid directly to lenders by lessees (548,029) (2,965,213)
Rental income paid directly to lender
by lessee (568,035) (2,309,983)
Interest expense on non-recourse
financing paid directly by lessees and
interest accreted 1,305,328 2,513,800
Amortization of initial direct costs 334,947 500,137
Depreciation expense 3,014,737 1,641,334
Income from leveraged leases (1,805,053) (1,656,357)
Income from investments in unconsolidated
joint ventures (1,016,894) (285,857)
Gain on sales of equipment (2,711,581) (468,672)
Minority interest expense in consolidated
joint venture 3,643 12,359
Change in operating assets and liabilities (830,115) 1,206,830
----------- -----------
Total adjustments (2,821,052) (1,811,622)
----------- -----------
Net cash used in operating activities (3,693,037) (1,033,999)
----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment 6,138,403 4,708,089
Proceeds from sales of interests in consolidated
joint venture - 3,273,407
Distributions from unconsolidated joint ventures 846,563 165,136
Acquisition of interest in unconsolidated
joint venture - (283)
----------- -----------
Net cash provided by investing activities 6,984,966 8,146,349
----------- -----------
(continued on next page)
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (Continued)
For the Nine Months Ended September 30,
(unaudited)
2002 2001
---- ----
(restated)
Cash flows from financing activities:
Cash distributions to partners (8,030,472) (8,056,732)
Proceeds from notes payable - recourse 10,800,439 -
Principal payments on notes payable - recourse (5,120,036) (3,475,192)
Redemption of limited partnership units (30,940) (47,285)
Proceeds from notes payable - non-recourse - 2,111,726
Principal payments on notes payable -
non-recourse (100,000) (77,320)
------------ ------------
Net cash used in financing activities (2,481,009) (9,544,803)
------------ ------------
Net increase (decrease) in cash and
cash equivalents 810,920 (2,432,453)
Cash and cash equivalents at beginning
of period 2,333,871 5,083,906
------------ ------------
Cash and cash equivalents at end
of period $ 3,144,791 $ 2,651,453
============ ============
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 nine months ended September 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 $ 1,874,407 $ 18,444,606
Rental income assigned operating lease
receivables 568,035 2,867,983
Principal and interest on non-recourse
financing paid directly to lenders
by lessees (2,442,442) (21,312,589)
------------ ------------
$ - $ -
============ ============
Interest expense of $2,129,458 and $2,652,495 for the nine months ended
September 30, 2002 and 2001, respectively consisted of interest expense on notes
payable non-recourse paid or accrued directly to lenders by lessees of
$1,305,328 and $2,471,535 respectively, and interest expense on notes payable -
recourse paid or accrued of $824,130 and $180,960, respectively.
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
September 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 nine months ended September 30, 2001 have been restated.
2. Redemption of Limited Partnership Units
There were 801 limited partnership units redeemed during the nine months
ended September 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 nine months ended September 30, 2001:
For the quarter ended For the nine months ended
September 30, 2001 September 30, 2001
------------------ ------------------
Originally Originally
Reported Adjustments Restated Reported Adjustments Restated
-------- ----------- -------- -------- ----------- --------
Finance income $ 1,831,988 $ (360,042) $ 1,471,946 $6,047,304 $(984,296) $ 5,063,008
Rental income $ 1,379,547 $ 186,000 $ 1,565,547 $2,309,983 $ 558,000 $ 2,867,983
Depreciation expense $ 760,026 $ 144,546 $ 904,572 $1,280,644 $ 360,690 $ 1,641,334
Net income $ 1,186,737 $ (318,589) $ 868,148 $1,564,609 $(786,986) $ 777,623
Net income allocable to:
Limited partners $ 1,174,870 $ (315,403) $ 859,467 $1,548,963 $(779,116) $ 769,847
General Partner $ 11,867 $ (3,186) $ 8,681 $ 15,646 $ (7,870) $ 7,776
Net income per weighted
average limited partnership
unit $ 1.19 $ (.32) $ .87 $ 1.57 $ (.79) $ .78
The restatement adjustments for the quarter ended September 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 $144,546 related thereto; (2) the reversal
of $110,654 of uncollected late charge income, which had been improperly
recorded as finance income; and (3) the reversal of $63,388 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 nine months ended September 30, 2001
reflected above are as follows: (1) the reclassification of revenue from one
finance lease aggregating $558,000, 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 $360,690 related thereto; (2) the reversal
of $242,158 of uncollected late charge income, which had been improperly
recorded as finance income; and (3) the reversal of $184,138 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 for the nine months ended September 30,
2001, the impact of such reclassification on the statement of operations for the
quarter and nine months ended September 30, 2001 was as follows:
For the quarter ended
September 30, 2001
------------------
Restated
Amounts Reclassification Reclassified
------- ---------------- ------------
Finance income $ 1,471,946 $ (537,158) $ 934,788
(Loss) income from investments in
joint ventures $ (41,969) $ 254,758 $ 212,789
Other $ 9,942 $ (21,929) $ (11,987)
Interest expense $ 1,035,560 $ (316,180) $ 719,380
Amortization of initial direct costs $ 177,006 $ 11,851 $ 188,857
Net income $ 868,148 $ - $ 868,148
For the nine months ended
September 30, 2001
------------------
Restated
Amounts Reclassification Reclassified
------- ---------------- ------------
Finance income $ 5,063,008 $ (1,622,936) $ 3,440,072
(Loss) income from investments in joint ventures $ (459,913) $ 745,770 $ 285,857
Other $ 42,956 $ (54,520) $ (11,564)
Interest expense $ 3,619,734 $ (967,239) $ 2,652,495
Amortization of initial direct costs $ 464,584 $ 35,553 $ 500,137
Net income $ 777,623 $ - $ 777,623
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, 2002 and 2001
were as follows:
2002 2001
---- ----
Management fees $ 878,460 $ 1,887,889 Charged to Operations
Administrative expense
reimbursements 378,639 667,085 Charged to Operations
----------- ------------
Total $ 1,257,099 $ 2,554,974
=========== ============
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
In 1997, the Partnership financed a portion of the free cash flow relating
to a leveraged lease (see Note 5) with an affiliate, Series D. The lease expires
in July 2004, at which time the maturity value of the financing was to be
$2,000,000. The Partnership has exercised its discretionary right to prepay a
portion of the financing and, during the quarter ended September 30, 2002, the
Partnership prepaid $100,000 to Series D.
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 September 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 225,903
Unearned income (3,832,677)
--------------
$ 29,095,953
==============
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 September 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 September 30, 2002 and December 31, 2001 and for the
nine months ended September 30, 2002 and 2001 is summarized below:
September 30, 2002 December 31, 2001
------------------ -----------------
Assets $ 468,960 $ 1,856,582
=============== ===============
Liabilities $ 392,958 $ 1,707,445
=============== ===============
Equity $ 76,002 $ 149,137
=============== ===============
Partnership's share of equity $ 15,178 $ 29,783
=============== ===============
Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Net loss $ (73,135) $ (1,895,962)
=============== ===============
Partnership's share of net loss $ (14,605) $ (521,972)
=============== ===============
1997-A recorded a provision for bad debts of $1,825,000 during the nine
month period ended September 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 September 30, 2002 and December 31, 2001 and for the
nine months ended September 30, 2002 and 2001 is summarized below:
September 30, 2002 December 31, 2001
------------------ -----------------
Assets $ 3,184,884 $ 8,265,689
=============== ===============
Liabilities $ 3,184,884 $ 7,876,692
=============== ===============
Equity $ - $ 388,997
=============== ===============
Partnership's share of equity $ - $ 64,847
=============== ===============
Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Net loss $ (388,997) $ (1,069,591)
=============== ===============
Partnership's share of net loss $ (64,847) $ (178,302)
=============== ===============
1997-B recorded a provision for bad debts of $440,000 and $1,055,114 during
the nine month periods ended September 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 September 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 in
December 2001. 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 October 2002.
Information as to the unaudited financial position and the results of
operations of ICON BF as of September 30, 2002 and December 31, 2001 and for the
nine months ended September 30, 2002 and 2001 is summarized below:
September 30, 2002 December 31, 2001
------------------ -----------------
Assets $ 22,629,512 $ 24,855,375
================ ===============
Liabilities $ 10,360,059 $ 13,588,934
================ ===============
Equity $ 12,269,453 $ 11,266,441
================ ===============
Partnership's share of equity $ 61,655 $ 56,614
================ ===============
Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Net income $ 1,003,012 $ 1,027,862
================ ===============
Partnership's share of net income $ 5,041 $ 5,139
================ ===============
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 September 30, 2002, the
gross amount due is (pound)1,625,000 ($2,494,534 on a discounted basis based
upon the exchange rate at September 30, 2002).
Information as to the unaudited financial position and the results of
operations of AIC Trust as of September 30, 2002 and December 31, 2001 and for
the nine months ended September 30, 2002 and 2001 is summarized below:
September 30, 2002 December 31, 2001
------------------ -----------------
Assets $ 2,494,534 $ 3,849,439
=============== =============
Liabilities $ 57,447 $ -
=============== =============
Equity $ 2,437,087 $ 3,849,439
=============== =============
Partnership's share of equity $ 749,647 $ 1,184,087
=============== =============
Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Net income $ 340,534 $ 439,449
=============== =============
Partnership's share of net income $ 104,748 $ 135,219
=============== =============
Distributions $ 1,752,886 $ 536,853
=============== =============
Partnership's share of distributions $ 846,563 $ 165,136
=============== =============
AIC Trust recorded a foreign exchange gain of $200,857 during the nine
months ended September 30, 2002.
ICON Cheyenne LLC
-----------------
In December 2000, the Partnership and three affiliates, L.P. Six, Fund
Eight A and ICON Income Fund Eight B L.P. ("Fund Eight B") formed ICON Cheyenne
LLC ("ICON Cheyenne") for the purpose of acquiring a portfolio of leases for an
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
aggregate purchase price of $29,705,716, which was paid for with cash of
$11,401,151 and the assumption of non-recourse debt with an unaffiliated third
party lender of $18,304,565. The debt is structured to be amortized by the
application to the debt of rentals due under the various 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 September 30, 2002 and December 31, 2001 and
for the nine months ended September 30, 2002 and 2001 is summarized below:
September 30, 2002 December 31, 2001
------------------ -----------------
Assets $ 19,060,988 $ 23,869,671
=============== ==============
Liabilities $ 8,059,843 $ 11,145,506
=============== ==============
Equity $ 11,001,145 $ 12,724,165
=============== ==============
Partnership's share of equity $ 1,134,217 $ 1,311,861
=============== ==============
Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Net income $ 1,258,307 $ 891,227
=============== =============
Partnership's share of net income $ 129,731 $ 91,885
=============== =============
Distributions $ 2,981,327 $ -
=============== =============
Partnership's share of distributions $ 307,375 $ -
=============== =============
ICON Aircraft 24846, LLC
------------------------
In 2000, the Partnership and two affiliates, Fund Eight A and Fund Eight B,
formed ICON Aircraft 24846, LLC ("ICON Aircraft 24846") for the purpose of
acquiring an investment in an 767-300ER aircraft leased to Scandinavian Airline
Systems for a purchase price of $44,515,416, which was funded with cash of
$2,241,371 and non-recourse debt of $42,274,045. The rents and the aircraft have
been assigned to the unaffiliated 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 24846 as of September 30, 2002 and December 31, 2001
and for the nine months ended September 30, 2002 and 2001 is summarized below:
September 30, 2002 December 31, 2001
------------------ -----------------
Assets $ 39,896,944 $ 41,952,008
=============== ==============
Liabilities $ 36,327,970 $ 38,945,109
=============== ==============
Equity $ 3,568,974 $ 3,006,899
=============== ==============
Partnership's share of equity $ 71,379 $ 60,138
=============== ==============
Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Net income $ 562,075 $ 405,824
=============== ==============
Partnership's share of net income $ 11,241 $ 8,118
=============== ==============
North Sea (Connecticut) Limited Partnership
-------------------------------------------
In 2000, a joint venture, North Sea (Connecticut) Limited Partnership
("North Sea"), in which the Partnership is a 50% Class C limited 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 September 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 September 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 September 30, 2002 under such
guarantee was $120,394.
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 September 30, 2002 and December 31, 2001 and for
the nine months ended September 30, 2002 and 2001 is summarized below:
September 30, 2002 December 31, 2001
------------------ -----------------
Assets $ 9,361,874 $ 11,169,465
============ ==============
Liabilities $ 21,951,523 $ 25,450,283
============ ==============
Partners' deficit $(12,589,649) $ (14,280,818)
============ ==============
Partnership's share of equity $ 1,252,675 $ 407,090
============ ==============
Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Net income $ 1,691,169 $ 1,491,540
============ ==============
Partnership's share of net income $ 845,585 $ 745,770
============ ==============
7. Investment in Operating Leases and Equipment Held for Sale or Lease
During the quarter ended September 30, 2002, operating lease equipment with
a net book value of $755,363 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 while it is attempting to release or
sell the equipment. Also included in the $20,264,648 of equipment held for sale
or lease were five vessels with an aggregate carrying value of $16,756,356. The
Partnership is currently negotiating the release or sale of such vessels. The
net carrying value of the vessels approximates their estimated fair values based
on appraisals completed in March 2002.
8. Line of Credit
During the nine months ended September 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 September 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)
September 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 September 30, 2002 and 2001
Revenues for the three months ended September 30, 2002 ("2002 Quarter")
were $3,949,647 as compared to $3,716,618 in the quarter ended September 30,
2001 ("2001 Quarter") representing an increase of $233,029. The increase in
revenues resulted primarily from increases in gains on sales of equipment of
$2,240,081, income from leveraged leases of $66,714 and income from investments
in unconsolidated joint ventures of $103,185. The increase in revenue was
partially offset by decreases in finance income of $890,337 and a decrease in
rental income of $1,335,402. Gain on sales of equipment increased due primarily
to a sale of equipment to Petsmart, Inc., which generated a gain of $2,686,609
in the 2002 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 increase in income from equity investments in joint ventures resulted
primarily from a large provision for bad debts recorded by one of the ventures
in the 2001 Quarter. 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 2002 and were either (a) renewed 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.
Expenses for the 2002 Quarter were $2,946,054 as compared to $2,848,470 in
the 2001 Quarter, representing an increase of $97,584. The increase in expenses
was primarily attributable to increases in depreciation expense of $100,106,
general and administrative expenses of $649,654. The increase in expenses was
partially offset by a decrease in amortization of initial direct costs of
$92,026, a decrease in interest expense of $54,297, a decrease in management
fees - General Partner of $427,612 and a decrease in administrative expense
reimbursements - General Partner of $69,591. 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 reasons for the increase
in general and administrative expenses was the storage and insurance costs
associated with the off-lease vessels as well as increased professional fees
during the 2002 Quarter. 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 income for the 2002 Quarter and the 2001 Quarter was $1,003,593 and
$868,148, respectively. The net income per weighted average limited partnership
unit outstanding was $1.01 and $.87, for the 2002 Quarter and the 2001 Quarter,
respectively.
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
September 30, 2002
Results of Operations for the Nine Months Ended September 30, 2002 and 2001
Revenues for the nine months ended September 30, 2002 ("2002 Period") were
$7,218,048 as compared to $8,707,377 for the nine months ended September 30,
2001 ("2001 Period") representing a decrease of $1,489,329. The decrease in
revenues resulted primarily from decreases in finance income of $2,583,936 and
rental income of $2,116,347. The decrease in revenue was partially offset by
increases in income from leveraged leases of $148,696 and income from
investments in unconsolidated joint ventures of $731,037 and gain on sales of
equipment of $2,242,909. 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 2002 and were either (a) renewed 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 investments in
joint ventures resulted primarily from provisions for bad debts of $1,825,000
and $1,055,114 recorded by two of the ventures in the 2001 Period. Gain on sale
of equipment increased due primarily to a sale in 2002 of equipment to Petsmart,
Inc., which generated a gain of $2,686,609.
Expenses for the 2002 Period were $8,090,033 as compared to $7,929,754 in
the 2001 Period, representing an increase of $160,279. The increase in expenses
was primarily attributable to increases in depreciation expense of $1,373,403,
and general and administrative expenses of $781,694. The increase in expenses
was partially offset by a decrease in interest expense of $523,037, management
fees - General Partner of $1,009,429, a decrease in administrative expense
reimbursements - General Partner of $288,446, and a decrease in amortization of
initial direct costs of $165,190. 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 Period. The principal reasons for the increase in general and
administrative expenses were the storage and insurance costs associated with the
off-lease vessels as well as increased professional fees during the 2002 Period.
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) income for the 2002 Period and the 2001 Period was $(871,985)
and $777,623, respectively. The net (loss) income per weighted average limited
partnership unit outstanding was $(.87) and $.78, for the 2002 Period and the
2001 Period, respectively.
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
September 30, 2002
Liquidity and Capital Resources
During the nine months ended September 30, 2002 the Partnership used cash
in operating activities of $3,693,037 and paid distributions to partners of
$8,030,472. The Partnership received $6,138,403 in proceeds from sales of
equipment. The Partnership borrowed $10,800,439 under its lines of credit during
the period and repaid $5,120,036 due under such lines. As of September 30, 2002
the Partnership has aircraft parts with an aggregate carrying value of
$3,508,291 and five vessels with an aggregate carrying value of $16,756,356 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 nine months ended September 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 September 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 September 30, 2002 aggregated $6,379,341. 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)
September 30, 2002
Item 4. Controls and Procedures
Beaufort J.B. Clarke and Thomas W. Martin, the Principal Executive and
Principal Financial Officers, respectively, of ICON Capital Corp. ("ICC"), the
General Partner of the Partnership, have evaluated the disclosure controls and
procedures of the Partnership within 90 days prior to the filing of this
quarterly report. As used herein, the term "disclosure controls and procedures"
has the meaning given to the term by Rule 13a-14 under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), and includes the controls and other
procedures of the Partnership that are designed to ensure that information
required to be disclosed by the Partnership in the reports that it files with
the SEC under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. As part of their
evaluation, Messrs. Clarke and Martin conferred with the finance and accounting
staff of ICC and the finance and accounting staff of ICON Holdings Corp., the
parent of ICC. Management has presented the results of its most recent
evaluation to the Partnership's independent auditors, KPMG LLP. Based upon their
evaluation, Messrs. Clarke and Martin have concluded that the Partnership's
disclosure controls and procedures provide reasonable assurance that the
information required to be disclosed by the Partnership in this report is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms applicable to the preparation of this report.
There have been no significant changes in the Partnership's internal
controls or in other factors that could significantly affect the Partnership's
internal controls subsequent to the evaluation described above conducted by
ICC's principal executive and financial officers.
ICON Cash Flow Partners L. P. 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
September 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.
November 14, 2002 /s/ Thomas W. Martin
- ------------------------------- --------------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the Manager of the Registrant)
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. 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;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; 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; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: November 14, 2002
/s/ Beaufort J.B. Clarke
- -----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Cash Flow Partners L.P. Seven
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;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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;
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; 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; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: November 14, 2002
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the Manager of the Registrant)
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
September 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 September 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: November 14, 2002
/s/ Beaufort J.B. Clarke
---------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Cash Flow Partners L.P. Seven
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
September 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 September 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: November 14, 2002
/s/ Thomas W. Martin
---------------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Cash Flow Partners L.P. Seven