10-Q 1 seriese.txt 10Q FOR PERIOD ENDING 9/30/03 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2003 -------------------------------------------------- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 0-27912 ---------------------------------------------------------- ICON Cash Flow Partners, L.P., Series E -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3635208 -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 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 Indicated by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). [ ] Yes [x] No PART I - FINANCIAL INFORMATION ------------------------------ Item 1. Financial Statements ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) Condensed Consolidated Balance Sheets September 30, December 31, 2003 2002 ---- ---- (unaudited) Assets ------ Cash and cash equivalents $ 120,510 $ 746,808 ------------- ------------ Investment in finance leases Minimum rents receivable 1,701,765 2,590,191 Estimated unguaranteed residual values, net 2,491,033 3,197,247 Unearned income (55,462) (120,426) Allowance for doubtful accounts (652,141) (638,167) ------------- ------------ 3,485,195 5,028,845 ------------- ------------ Investment in operating leases Equipment at cost 20,707,984 21,554,842 Accumulated depreciation (7,957,884) (7,261,999) ------------- ------------ 12,750,100 14,292,843 ------------- ------------ Investment in financings Receivables due in installments 2,470,172 3,157,773 Unearned income (16,833) (81,826) Allowance for doubtful accounts (1,331,570) (1,331,570) ------------- ------------ 1,121,769 1,744,377 ------------- ------------ Investments in unconsolidated joint ventures 189,679 216,489 ------------- ------------ Other assets, net 133,310 478,032 ------------- ------------ Total assets $ 17,800,563 $ 22,507,394 ------------- ------------ (continued on next page) ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) Condensed Consolidated Balance Sheets - Continued

See accompanying notes to condensed consolidated financial statements. ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) Condensed Consolidated Statement of Changes in Partners' Equity Nine Months Ended September 30, 2003 (unaudited) Limited Partner Distributions -----------------------------

See accompanying notes to condensed consolidated financial statements. ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, (unaudited)

(continued on next page) ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) Condensed Consolidated Statements of Cash Flows - Continued Nine Months Ended September 30, (unaudited)

(continued on next page) ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) Condensed Consolidated Statements of Cash Flows - Continued Supplemental Disclosures of Cash Flow Information ------------------------------------------------- During the nine months ended September 30, 2003 and 2002, non-cash activities included the following: 2003 2002 ---- ---- Principal and interest on direct finance receivables paid directly to lenders by lessees $ 232,614 $ 3,710,055 Rental income on operating lease receivables paid directly to lender by lessees 675,000 1,845,000 Principal and interest on non-recourse debt paid directly by lessees (907,614) (5,555,055) ---------- ----------- $ - $ - ========== =========== Non-recourse debt assumed by lessees upon lease termination $ 604,925 $ - ========== =========== Interest paid directly to lenders by lessees pursuant to non-recourse financing $ 857,995 $ 832,748 Other interest paid 28,581 198,546 ---------- ----------- Total interest expense $ 886,576 $ 1,031,294 ========== =========== See accompanying notes to condensed consolidated financial statements. ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) Notes to Condensed Consolidated Financial Statements September 30, 2003 (unaudited) 1. Basis of Presentation The condensed consolidated financial statements of ICON Cash Flow Partners, L.P., Series E (the "Partnership") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and, in the opinion of management, include all adjustments (consisting only of normal recurring accruals) necessary for a fair statement of results for each period shown. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. The results for the interim period are not necessarily indicative of the results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Partnership's 2002 Annual Report on Form 10-K. Certain 2002 amounts have been reclassified to conform to the 2003 presentation. The General Partner of the Partnership is ICON Capital Corp. (the "General Partner"), a Connecticut Corporation. The General Partner manages and controls the business affairs of the Partnership's equipment, leases and financing transactions under a management agreement with the Partnership. 2. Disposition Period The Partnership's reinvestment period ended on July 31, 1998. The disposition period began on August 1, 1998. During the disposition period, the Partnership has and will continue to distribute substantially all distributable cash from operations and equipment sales to the partners and continue the orderly termination of its operations and affairs. The Partnership has not and will not invest in any additional finance or lease transactions during the disposition period. 3. Related Party Transactions Fees paid or accrued by the Partnership to the General Partner or its affiliates for the nine months ended September 30, 2003 and 2002 are as follows: 2003 2002 ---- ---- Management fees $ 184,704 $ 329,057 Charged to operations Administrative expense reimbursements 114,587 204,470 Charged to operations --------- --------- Total $ 299,291 $ 533,527 ========= ========= The Partnership has investments in five ventures with other partnerships sponsored by the General Partner. (See Note 4 for additional information relating to the ventures). ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) Notes to Condensed Consolidated Financial Statements - Continued 4. Consolidated Ventures and Investments in Unconsolidated Joint Ventures The Partnership and affiliates formed five ventures for the purpose of acquiring and managing various assets. Consolidated Ventures The two joint ventures described below are majority owned and are consolidated with the Partnership. ICON Cash Flow Partners L.L.C. I -------------------------------- In September 1994, the Partnership and an affiliate, ICON Cash Flow Partners L.P. Six ("L.P. Six"), formed a joint venture, ICON Cash Flow Partners L.L.C. I, ("ICON Cash Flow LLC I") for the purpose of acquiring and managing an aircraft subject to an operating lease with a U.S. based commercial airline. In 1997, the aircraft was remarketed to Aerovias de Mexico, S.A. de C.V. ("Aeromexico") under a lease which expired in October 2002. In November 2002 an extension agreement was consummated with Aeromexico. The lease extension terms call for a 15 month rental at $75,000 per month. At the end of the 15 months, Aeromexico has an option to renew for two twelve-month renewal periods at the then current fair market value rental rate. The Partnership and L.P. Six acquired interests of 99% and 1%, respectively, in ICON Cash Flow LLC I. ICON Cash Flow LLC I acquired the aircraft, assuming non-recourse debt and utilizing contributions received from the Partnership and L.P. Six. Profits, losses, excess cash and disposition proceeds are allocated 99% to the Partnership and 1% to L.P. Six. The Partnership's condensed consolidated financial statements include 100% of the assets, liabilities, revenues and expenses of ICON Cash Flow LLC I. L.P. Six's investment in ICON Cash Flow LLC I is reflected as minority interest in joint venture on the Partnership's condensed consolidated balance sheets and as minority interest income on the condensed consolidated statements of operations. ICON Receivables 1997-B LLC --------------------------- In August 1997, the Partnership and its affiliates, L.P. Six and ICON Cash Flow Partners L.P. Seven ("L.P. Seven"), formed ICON Receivables 1997-B LLC ("1997-B"). The Partnership, L.P. Six and L.P. Seven each contributed cash, equipment leases and residuals and received a 75%, 8.33% and 16.67% interest respectively, in 1997-B. The Partnership's condensed consolidated financial statements include 100% of the assets, liabilities, revenues and expenses of 1997-B. L.P. Six and L.P. Seven's investments in 1997-B has been reflected as minority interests in consolidated joint ventures on the condensed consolidated balance sheets and minority interest income in consolidated joint ventures on the condensed consolidated statements of operations. Investments in Unconsolidated Joint Ventures The three joint ventures described below are less than 50% owned and are accounted for following the equity method. ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) Notes to Condensed Consolidated Financial Statements - Continued ICON Cash Flow Partners L.L.C. II --------------------------------- In March 1995, the Partnership and an affiliate, L.P. Six, formed ICON Cash Flow Partners L.L.C. II, ("ICON Cash Flow LLC II"), for the purpose of acquiring and managing an aircraft subject to an operating lease with a U.S. based commercial airline. In 1997, upon the scheduled termination of the lease, the aircraft was remarketed to Aeromexico under a lease that expired in November 2002. At that time an extension agreement was consummated with Aeromexico. The lease extention terms call for a 15 month rental at $75,000 per month. At the end of the 15 months, Aeromexico has an option to renew for two twelve-month renewal periods at the then current fair market value rental rate. The Partnership and L.P. Six acquired interests of 1% and 99%, respectively, in ICON Cash Flow LLC II. ICON Cash Flow LLC II acquired the aircraft, assuming non-recourse debt and utilizing contributions received from the Partnership and L.P. Six. Profits, losses, excess cash and disposition proceeds are allocated 1% to the Partnership and 99% to L.P. Six. The Partnership's investment in the joint venture is accounted for under the equity method whereby the Partnership's original investment was recorded at cost and is adjusted by its share of earnings, losses and distributions. The outstanding non-recourse debt at September 30, 2003 was $9,001,618. Information as to the unaudited results of operations for the nine months ended September 30, 2003 and 2002 is summarized below: Nine Months Ended Nine Months Ended September 30, 2003 September 30, 2002 ------------------ ------------------ Net loss $ (1,256,165) $ (78,048) ============== ============== Partnership's share of net loss $ (12,562) $ (781) ============== ============== ICON Cash Flow L.L.C. III ------------------------- In December 1996, the Partnership and an affiliate, L.P. Seven, formed ICON Cash Flow Partners L.L.C. III ("ICON Cash Flow LLC III"), for the purpose of acquiring and managing an aircraft which was on lease to Continental Airlines, Inc. subject to a lease that expired on April 30, 2003. Effective May 1, 2003, the aircraft was leased to a new lessee, World Airlines, Inc. for an eight month term with variable payments based on hours used and an option for an additional four months under similar payment plan. The Partnership and L.P. Seven contributed 1% and 99% of the cash required for such acquisition, respectively, to ICON Cash Flow LLC III. ICON Cash Flow LLC III acquired the aircraft, assuming non-recourse debt and utilizing contributions received from the Partnership and L.P. Seven. The Partnership accounts for its investment in ICON Cash Flow LLC III under the equity method of accounting. ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) Notes to Condensed Consolidated Financial Statements - Continued Information as to the unaudited results of operations for the nine months ended September 30, 2003 and 2002 is summarized below: Nine Months Ended Nine Months Ended September 30, 2003 September 30, 2002 ------------------ ------------------ Net income $ 334,563 $ 364,308 ============== ============== Partnership's share of net income $ 3,345 $ 3,643 ============== ============== Distributions $ 178,800 $ - ============== ============== Partnership's share of distributions $ 1,788 $ - ============== ============== ICON Receivables 1997-A LLC --------------------------- In March 1997, the Partnership and its affiliates, ICON Cash Flow Partners, L.P., Series D ("Series D") and L.P. Six, L.P. Seven contributed and assigned equipment lease and finance receivables and residuals to ICON Receivables 1997-A LLC ("1997-A"). In September 1997, the Partnership, L.P. Six and L.P. Seven contributed and assigned additional equipment lease and finance receivables and residuals to 1997-A. As of September 30, 2003, the Partnership, Series D, L.P. Six and L.P. Seven own 31.19%, 17.81%, 31.03% and 19.97% interests, respectively, in 1997-A. The Partnership accounts for its investment in 1997-A under the equity method of accounting. Information as to the unaudited results of operations for the nine months ended September 30, 2003 and 2002 is summarized below: Nine Months Ended Nine Months Ended September 30, 2003 September 30, 2002 ------------------ ------------------ Net loss $ (50,673) $ (73,135) ============== ============== Partnership's share of net loss $ (15,805) $ (22,814) ============== ============== 5. Equipment sales During the nine month period ended September 30, 2003, the Partnership sold equipment for a net gain of $312,147. The majority of this gain was a result of the sale of equipment to Vermont Yankee with a net book value of $344,843 for total proceeds of $797,529, resulting in a gain of $452,686. ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) September 30, 2003 Item 2. General Partner's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Information - The following discussion and analysis should be read in conjunction with the audited financial statements dated December 31, 2002. Certain statements within this document may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements are identified by words such as "anticipate," "believe," "estimate," "expects," "intend," "predict" or "project" and similar expressions. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Although the Partnership believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Results of Operations for the Three Months Ended September 30, 2003 and 2002 Revenues for the three months ended September 30, 2003 ("2003 Quarter") were $343,652, representing a decrease of $396,811 or 53.6% from the three months ended September 30, 2002 ("2002 Quarter"). The decrease in revenues was primarily caused by a decrease in rental income of $395,612, which resulted from the extension agreement for the Aerovias de Mexico, S.A. de C.V. ("Aeromexico") lease at reduced rentals. In addition, finance income decreased by $132,182, due to the reduction in the average size of the finance lease portfolio. These decreases were offset by a reduction in loss (gain) on sales of equipment of $127,700, from a loss of $128,274 in the 2002 Quarter to a loss of $574 in the 2003 Quarter. Expenses for the 2003 Quarter were $813,587, representing an increase of $431,335 or 112.8% from the 2002 Quarter. The increase in expenses was due primarily to the reversal of a provision for bad debts in 2002 of $700,000. Management fees and administrative expense reimbursements decreased by $86,462 and $74,543, respectively, as a result of the reduction in the average size of the Partnership's lease portfolio. General and administrative expenses decreased by $49,936 due mainly to a decrease in professional fees. Net (loss) income for the 2003 Quarter and the 2002 Quarter was $(469,935) and $358,211, respectively. The net (loss) income per weighted average limited partnership unit outstanding was $(.77) and $.58 for the 2003 Quarter and 2002 Quarter, respectively. Results of Operations for the Nine Months Ended September 30, 2003 and 2002 Revenues for the nine months ended September 30, 2003 ("2003 Period") were $1,760,748, representing a decrease of $869,188 or 33.0% from the nine months ended September 30, 2002 ("2002 Period"). The decrease in revenues was primarily caused by a decrease in rental income of $1,277,289, which resulted from the extension agreement for the Aeromexico lease at reduced rentals. In addition, finance income decreased by $292,519, due to the reduction in the average size of the finance lease portfolio. These decreases were partially offset by an increase in gain (loss) on sales of equipment of $515,704, from a loss of $203,557 in the 2002 Period to a gain of $312,147 in the 2003 Period. Interest income and other also increased by $189,986, which was primarily due to a one-time adjustment based on a revised estimate of residual value obligations outstanding. ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) September 30, 2003 Expenses for the 2003 Period were $2,721,654, representing a decrease of $399,919 or 12.8% from the 2002 Period. The decrease in expenses was due to a decrease in depreciation expense of $210,006 in the 2003 Period because of the termination of an operating lease. Interest expense also decreased by $144,718 due to a reduction in the average debt outstanding from 2002 to 2003. Management fees and administrative expense reimbursements decreased by $144,353 and $89,883, respectively, as a result of the reduction in the average size of the Partnership's lease portfolio. Also, general and administrative expenses were decreased by $65,819 due mainly to a decrease in professional fees. In the 2002 Period, the Partnership reversed $260,000 related to its provision for bad debts, which partially offset the decrease in expenses. Net loss for the 2003 Period and the 2002 Period was $960,906 and $491,637, respectively. The net loss per weighted average limited partnership unit outstanding was $1.57 and $.80 for the 2003 Period and 2002 Period, respectively. Liquidity and Capital Resources The Partnership's primary sources of funds for the 2003 Period were net cash provided by operating activities of $1,566,146 and proceeds from sales of equipment of $484,966. These funds, as well as funds held in reserve by the Partnership, were used to pay cash distributions to partners of $1,638,361 and debt repayments of $1,040,837. Cash distributions to limited partners for the 2003 Period and 2002 Period totaled $1,621,978 and $1,446,694, respectively. It is anticipated that the Partnership will continue to generate sufficient cash from operations in order to meet its current obligations. The Partnership's reinvestment period ended on July 31, 1998. The disposition period began on August 1, 1998, at which time the Partnership began the orderly termination of its operations and affairs. During the disposition period, the Partnership has and will continue to distribute substantially all distributable cash from operations and equipment sales to the partners. The Partnership has not and will not invest in any additional finance or lease transactions during the disposition period. As a result of the Partnership's entering into the disposition period, future monthly distributions are expected to fluctuate depending on the amount of asset sale and re-lease proceeds received during that period. As of September 30, 2003, except as noted above, there were no known trends or demands, commitments, events or uncertainties which are likely to have a material effect on liquidity. As cash is realized from operations and sales of equipment, the Partnership will distribute substantially all available cash, after retaining sufficient cash to meet its reserve requirements and recurring obligations. We do not consider the impact of inflation to be material in the analysis of our overall operations. Item 3. Qualitative and Quantitative Disclosures About Market Risk The Partnership is exposed to certain market risks, including changes in interest rates and the demand for equipment (and the related residuals) owned by the Partnership and its investees. Except as discussed below, the Partnership believes its exposure to other market risks are insignificant to both its financial position and results of operations. The Partnership manages its interest rate risk by obtaining fixed rate debt. The fixed rate debt service obligation streams are generally matched by fixed rate lease receivable streams generated by the Partnership's lease investments. ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) September 30, 2003 The Partnership manages its exposure to equipment and residual risk by monitoring the market and maximizing the re-marketing proceeds received through re-leasing or sale of equipment. 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 as of the quarter ending September 30, 2003. 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. 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., Series E (A Delaware Limited Partnership) PART II - OTHER INFORMATION --------------------------- Item 1 - Legal Proceedings -------------------------- The Partnership, from time-to-time, in the ordinary course of business, commences legal actions when necessary to protect or enforce the rights of the Partnership. We are not a defendant party to any litigation and are not aware of any pending or threatened litigation against the Partnership. Item 6 - Exhibits and Reports on Form 8-K ------------------------------------------ (a) Exhibits 32.1 Certification of Chairman and Chief Executive Officer. 32.2 Certification of Executive Vice President and Principal Financial and Accounting Officer. 33.1 Certification of Chairman and Chief Executive Officer pursuant to 18 U.S.C. (Section)1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 33.2 Certification of Executive Vice President and Principal Financial and Accounting Officer pursuant to 18 U.S.C. (Section)1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ICON Cash Flow Partners, L.P., Series E (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., Series E File No. 33-44413 (Registrant) By its General Partner, ICON Capital Corp. November 13, 2003 /s/ Thomas W. Martin ---------------- ----------------------------------- Date Thomas W. Martin Executive Vice President (Principal Financial and Accounting Officer of the General Partner of the Partnership) Certifications - 10-Q --------------------- EXHIBIT 32.1 I, Beaufort J.B. Clarke, certify that: 1. I have reviewed this quarterly report of ICON Cash Flow Partners, L.P., Series E; 2. Based on my knowledge, this report does not contain any untrue statement 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Partnership as of, and for, the periods presented in this report; 4. The Partnership's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Partnership and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Partnership, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Partnership's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Partnership's internal control over financial reporting that occurred during the Partnership's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Partnership's internal control over financial reporting; and 5. The Partnership's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Partnership's auditors and the audit committee of the Partnership's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Partnership's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership's internal control over financial reporting. Dated: November 13, 2003 /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., Series E Certifications - 10-Q EXHIBIT 32.2 I, Thomas W. Martin, certify that: 1. I have reviewed this quarterly report of ICON Cash Flow Partners, L.P., Series E; 2. Based on my knowledge, this report does not contain any untrue statement 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Partnership as of, and for, the periods presented in this report; 4. The Partnership's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Partnership and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Partnership, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Partnership's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Partnership's internal control over financial reporting that occurred during the Partnership's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Partnership's internal control over financial reporting; and 5. The Partnership's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Partnership's auditors and the audit committee of the Partnership's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Partnership's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership's internal control over financial reporting. Dated: November 13, 2003 /s/ Thomas W. Martin ---------------------------------------- Thomas W. Martin Executive Vice President (Principal Financial and Accounting Officer of the General Partner of the Partnership) ICON Capital Corp. sole General Partner of ICON Cash Flow Partners, L.P., Series E ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) September 30, 2003 EXHIBIT 33.1 I, Beaufort J.B. Clarke, Chairman and Chief Executive Officer of ICON Capital Corp., the sole General Partner of ICON Cash Flow Partners, L.P., Series E, 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, 2003 (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., Series E. Dated: November 13, 2003 /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., Series E ICON Cash Flow Partners, L.P., Series E (A Delaware Limited Partnership) September 30, 2003 EXHIBIT 33.2 I, Thomas W. Martin, Executive Vice President (Principal Financial and Accounting Officer) of ICON Capital Corp., the sole General Partner of ICON Cash Flow Partners, L.P., Series E, 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, 2003 (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., Series E. Dated: November 13, 2003 /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., Series E

ICON CASH FLOW PARTNERS L P SERIES E 10-Q