ICON CASH FLOW PARTNERS LP SERIES E
10-Q/A, 1996-07-11
EQUIPMENT RENTAL & LEASING, NEC
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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          March 31, 1996
                     ------------------------------------------------------

[  ]  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     33-44413

                     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
incorporation or organization)                            Identification Number)


600 Mamaroneck Avenue, Harrison, New York                             10528-1632
(Address of principal executive offices)                              (Zip code)


                                 (914) 698-0600
              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





<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)


                         PART I - FINANCIAL INFORMATION



      The  following   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 income for each period
shown.  Certain  information  and  footnote  disclosures  normally  included  in
consolidated financial statements prepared in accordance with generally accepted
accounting  principles 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 1995
Annual Report on Form 10-K.

                                     Page 2

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

                                 March 31, 1996

                 General Partner's Discussion and Analysis of
                 Financial Condition and Results of Operations

      The  Partnership's  portfolio  consisted  of a net  investment  in finance
leases, operating leases, financings,  leveraged leases and an equity investment
in joint venture of 59%, 24%, 10%, 7% and less than 1% of total  investments  at
March 31,  1996,  respectively,  and 69%,  20%, 4%, 7% and less than 1% of total
investments at March 31, 1995, respectively.

      For the three months ended March 31, 1996 and 1995, the Partnership leased
or  financed   equipment  with  initial  costs  of  $3,227,482  and  $1,583,928,
respectively,  to 25  and 29  lessees  or  equipment  users,  respectively,  and
invested $30,550,  a 1% interest,  in a joint venture with an affiliate in 1995.
The  weighted  average  initial  transaction  term for  each  year was 49 and 55
months, respectively.

Results of Operations for the Three Months Ended March 31, 1996 and 1995

      Revenues  for the  three  months  ended  March 31,  1996 were  $2,376,287,
representing  a decrease of $632,446 or 21% from 1995.  The decrease in revenues
resulted  primarily  from a decrease  in finance  income of  $656,790  or 36%, a
decrease  in income  from  leverage  leases of $81,744 or 29% and a decrease  in
interest  income  and other of $11,230 or 9% from  1995.  These  decreases  were
partially offset by an increase in net gain on sales or remarketing of equipment
of $115,938 or 94% and income from equity investment in joint venture of $1,380.
Finance income and income from leveraged  leases  decreased due to a decrease in
the average  size of the finance and  leveraged  lease  portfolios  from 1995 to
1996.  The  decrease in interest  income and other  resulted  from a decrease in
miscellaneous  income  from 1995 to 1996.  Net gain on sales or  remarketing  of
equipment increased due to an increase in the number of leases maturing, and the
underlying  equipment being sold or remarketed,  for which the proceeds received
were in excess of the remaining carrying value of the equipment.

      Expenses  for the  three  months  ended  March 31,  1996 were  $1,925,330,
representing  a decrease of $853,584 or 31% from 1995.  The decrease in expenses
resulted  primarily  from a decrease in  interest  expense of $410,060 or 33%, a
decrease in  amortization of initial direct costs of $187,915 or 43%, a decrease
in management fees of $106,896 or 24%, a decrease in the provision for bad debts
of $100,000 or 100% and a decrease in administrative  expense  reimbursements of
$54,465 or 26% from 1995.  These decreases were partially  offset by an increase
in  general  and  administrative  expense  of  $5,517 or 7% and an  increase  in
minority  interest in joint venture of $235 or 18%.  Interest expense  decreased
due  to an  increase  in  the  average  debt  outstanding  from  1995  to  1996.
Amortization of initial direct costs, management fees and administrative expense
reimbursements  decreased due to a decrease in the average size of the portfolio
from 1995 to

                                     Page 3

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

                                 March 31, 1996

                 General Partner's Discussion and Analysis of
                 Financial Condition and Results of Operations

1996. As a result of an analysis of  delinquency,  an assessment of overall risk
and a review of historical loss experience,  it was determined that no provision
for bad debts was required for the three months ended March 31, 1996.

      Net income for the three months ended March 31, 1996 and 1995 was $450,957
and  $229,819,  respectively.  The  net  income  per  weighted  average  limited
partnership unit was $.73 and $.37 for 1996 and 1995, respectively.

Liquidity and Capital Resources

      The  Partnership's  primary  sources of funds for the three  months  ended
March 31, 1996 and 1995 were net cash provided by  operations of $6,332,183  and
$3,477,578,  respectively,  proceeds from sales of equipment of  $1,190,114  and
$496,723,  respectively,  and proceeds  from the  revolving  credit  facility of
$780,000  in 1996.  These funds were used to  purchase  equipment,  to fund cash
distributions  and to make payments on borrowings.  The  Partnership  intends to
continue  to  purchase  additional  equipment  and to  fund  cash  distributions
utilizing cash provided by operations and proceeds from sales of equipment.

      Cash  distributions  to the limited  partners  for the three  months ended
March 31,  1996 and  1995,  which  were paid  monthly,  totaled  $1,943,053  and
$1,943,379,  respectively,  of which $446,447 and $227,521 was investment income
and $1,496,606 and $1,715,858 was a return of capital, respectively. The monthly
annualized cash distribution rate to limited partners for the three months ended
March 31,  1996 and 1995 was  12.75%,  of which  2.93% and 1.51% was  investment
income and 9.82% and 11.24% was a return of capital, respectively, calculated as
a percentage of each partners' initial capital contribution. The limited partner
distribution  per weighted  average unit  outstanding for the three months ended
March  31,  1996  and 1995  was  $3.19  and  $3.18,  of which  $.73 and $.37 was
investment income and $2.46 and $2.81 was a return of capital, respectively.

      The Partnership  entered into a three year revolving credit agreement (the
"Facility") in January 1995. The maximum amount  available under the Facility is
$25,000,000, and at March 31, 1996, the Partnership had $9,875,628 available for
borrowing under the facility, of which $3,900,000 was outstanding.

                                     Page 4

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

                                 March 31, 1996

                 General Partner's Discussion and Analysis of
                 Financial Condition and Results of Operations

      On April 23, 1996, the Partnership sold its beneficial interest in a trust
which  owned  towboats  and  barges  that  are  reflected  as the  Partnership's
investment in leveraged leases. The sale price was $7,216,689, which resulted in
a net gain of $997,606  after paying  expenses  related to the sale and $121,679
relating to a residual sharing agreement.

      On March  31,  1995,  the  Partnership  and an  affiliate,  ICON Cash Flow
Partners, L.P. Six ("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
currently on lease to Alaska  Airlines,  Inc.  The aircraft is a 1987  McDonnell
Douglas  MD-83.  The  Partnership  and L.P.  Six  contributed  $30,550  (1%) and
$3,024,450  (99%) of the cash required for such  acquisition,  respectively,  to
ICON Cash Flow LLC II. ICON Cash Flow LLC II  acquired  the  aircraft,  assuming
$16,315,997 in non-recourse debt and utilizing  contributions  received from the
Partnership  and  L.P.  Six.  The  purchase  price  of the  transaction  totaled
$19,370,997. The lease is an operating lease and the lease term expires in March
1997. Profits,  losses, excess cash and disposition proceeds are allocated 1% to
the Partnership and 99% to L.P. Six. The  Partnership's  investment in ICON Cash
Flow LLC II has been reflected as "Equity investment in joint venture."

      As of March 31, 1996, except as noted above, there were no known trends or
demands,  commitments,  events or  uncertainties  which  are  likely to have any
material  effect on  liquidity.  As cash is realized from  operations,  sales of
equipment and borrowings,  the Partnership  will invest in equipment  leases and
financings  where it deems it to be prudent while  retaining  sufficient cash to
meet its reserve requirements and recurring obligations as they become due.

                                     Page 5

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

                           Consolidated Balance Sheets

                                   (unaudited)

                                                     March 31,    December 31,
                                                       1996          1995
       Assets

Cash .........................................    $  5,901,134     $  5,826,646
                                                  ------------     ------------

Investment in finance leases
  Minimum rents receivable ...................      42,601,915       44,696,273
  Estimated unguaranteed residual values .....      11,753,691       12,388,734
  Initial direct costs .......................         978,454        1,046,622
  Unearned income ............................      (6,594,140)      (6,988,215)
  Allowance for doubtful accounts ............        (725,601)        (783,475)
                                                  ------------     ------------
                                                    48,014,319       50,359,939

Investment in operating leases
  Equipment at cost ..........................      20,771,628       20,771,628
  Initial direct costs .......................         326,400          408,000
  Accumulated depreciation ...................      (1,592,567)      (1,327,139)
                                                  ------------     ------------
                                                    19,505,461       19,852,489

Investment in financings
  Receivables due in installments ............       9,872,630       10,027,184
  Initial direct costs .......................          46,786           54,798
  Unearned income ............................      (1,446,813)      (1,496,344)
  Allowance for doubtful accounts ............        (356,169)        (354,969)
                                                  ------------     ------------
                                                     8,116,434        8,230,669

Net investment in leveraged leases ...........       6,152,932        5,971,629
                                                  ------------     ------------

Other assets .................................         624,219        5,232,064
                                                  ------------     ------------

Equity investment in joint venture ...........          36,825           35,445
                                                  ------------     ------------

Total assets .................................    $ 88,351,324     $ 95,508,881
                                                  ============     ============

       Liabilities and Partners' Equity

Notes payable - non-recourse .................      41,712,819     $ 44,415,861
Note payable - non-recourse - securitized ....       3,409,744        4,326,164
Note payable - revolving credit facility .....       3,900,000        7,400,000
Accounts payable to General Partner
  and affiliates, net ........................         258,993             --
Accounts payable - equipment .................       4,217,562        1,886,138
Accounts payable - other .....................         562,993        1,559,564
Security deposits and deferred credits .......         955,885        1,071,729
Minority interest in joint venture ...........          42,633           41,724
                                                  ------------     ------------
                                                    55,060,629       60,701,180

                                     Page 6

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

                     Consolidated Balance Sheets (continued)

                                   (unaudited)

                                                     March 31,    December 31,
                                                       1996          1995

Commitments and Contingencies

Partners' equity (deficiency)
  General Partner ..............................       (187,522)       (172,405)
  Limited partners (609,537 and 609,639 units
    outstanding, $100 per unit original
    issue price in 1996 and 1995, respectively)      33,478,217      34,980,106
                                                   ------------    ------------

Total partners' equity .........................     33,290,695      34,807,701
                                                   ------------    ------------

Total liabilities and partners' equity .........   $ 88,351,324    $ 95,508,881
                                                   ============    ============



























See accompanying notes to consolidated financial statements.

                                     Page 7

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Operations

                      For the Three Months Ended March 31,

                                   (unaudited)


                                                  1996          1995
                                                  ----          ----
Revenues

  Finance income ...........................   $1,150,111   $1,806,901
  Rental income ............................      677,193      677,193
  Net gain on sales or remarketing
    of equipment ...........................      238,199      122,261
  Income from leveraged leases, net ........      200,517      282,261
  Interest income and other ................      108,887      120,117
  Income from equity investment
    in joint venture .......................        1,380         --
                                               ----------   ----------

  Total revenues ...........................    2,376,287    3,008,733
                                               ----------   ----------

Expenses

  Interest .................................      829,234    1,239,294
  Management fees - General Partner ........      331,845      438,741
  Depreciation .............................      265,428      265,428
  Amortization of initial direct costs .....      250,593      438,508
  Administrative expense reimbursements
  - General Partner ........................      159,116      213,581
  General and administrative ...............       87,608       82,091
  Minority interest in joint venture .......        1,506        1,271
  Provision for bad debts ..................         --        100,000
                                               ----------   ----------

  Total expenses ...........................    1,925,330    2,778,914
                                               ----------   ----------

Net income .................................   $  450,957   $  229,819
                                               ==========   ==========

Net income allocable to:
  Limited partners .........................   $  446,447   $  227,521
  General Partner ..........................        4,510        2,298
                                               ----------   ----------

                                               $  450,957   $  229,819
                                               ==========   ==========

Weighted average number of limited
  partnership units outstanding ............      609,576      609,684
                                               ==========   ==========

Net income per weighted average
  limited partnership unit .................   $      .73   $      .37
                                               ==========   ==========

See accompanying notes to consolidated financial statements 

                                     Page 8

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

            Consolidated Statements of Changes in Partners' Equity

                 For the Three Months Ended March 31, 1996 and
the Years Ended December 31, 1995, 1994 and 1993

                                   (unaudited)

                      Limited Partner
                       Distributions

                    Return of Investment   Limited      General
                     Capital    Income     Partners     Partner      Total
                      (Per weighted
                       average unit)

Balance at
  December 31, 1992                    $ 21,214,015   $  (2,799)  $21,211,216

Proceeds from issuance
  of limited partnership
  units (360,815 units)                  36,081,537        -       36,081,537

Sales and
  offering expenses                      (4,871,007)       -       (4,871,007)

Cash distributions
  to partners        $ 8.80    $3.03     (5,796,799)    (58,637)   (5,855,436)

Net income                                1,484,577      14,996     1,499,573
                                       ------------   ---------   -----------

Balance at
  December 31, 1993                      48,112,323     (46,440)   48,065,883

Cash distributions
  to partners        $11.27    $2.48     (8,390,043)    (78,582)   (8,468,625)

Limited partnership
  units redeemed
  (728 units)                               (48,490)       -          (48,490)

Net income                                1,511,824      15,271     1,527,095
                                       ------------   ---------   -----------

Balance at
  December 31, 1994                      41,185,614    (109,751)   41,075,863

Cash distributions
  to partners        $10.17    $2.58     (7,773,082)    (78,512)   (7,851,594)

                                     Page 9

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

      Consolidated Statements of Changes in Partners' Equity (continued)

                 For the Three Months Ended March 31, 1996 and
               the Years Ended December 31, 1995, 1994 and 1993

                                   (unaudited)

                      Limited Partner
                       Distributions

                    Return of Investment   Limited      General
                     Capital    Income     Partners     Partner      Total
                      (Per weighted
                       average unit)

Limited partnership
  units redeemed
  (45 units)                                 (2,370)       -           (2,370)

Net income                                1,569,944      15,858     1,585,802
                                       ------------   ---------   -----------

Balance at
  December 31, 1995                      34,980,106    (172,405)   34,807,701

Cash distributions
  to partners        $ 2.46    $ .73     (1,943,053)    (19,627)   (1,962,680)

Limited partnership
  units redeemed
  (102 units)                                (5,283)        -          (5,283)

Net income                                  446,447       4,510       450,957
                                         ----------    --------    ----------

Balance at
  March 31, 1996                       $ 33,478,217   $(187,522)  $33,290,695
                                       ============   =========   ===========















See accompanying notes to consolidated financial statements.

                                     Page 10

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Cash Flows

                      For the Three Months Ended March 31,

                                   (unaudited)
                                                         1996          1995
                                                         ----          ----

Cash flows from operating activities:
  Net income .....................................   $   450,957    $   229,819
                                                     -----------    -----------
  Adjustments to reconcile net income to
  net cash provided by operating activities:
   Depreciation ..................................       265,428        265,428
   Allowance for doubtful accounts ...............       (56,674)        44,656
   Rental income-assigned operating
     lease receivables ...........................      (677,193)      (677,193)
   Finance income portion of receivables
     paid directly to lenders by lessees .........      (536,211)      (865,339)
   Amortization of initial direct costs ..........       250,593        438,508
   Net gain on sales or remarketing
     of equipment ................................      (238,199)      (122,261)
   Interest expense on non-recourse
     financing paid directly by lessees ..........       420,457        701,397
   Interest expense accrued on
     non-recourse debt ...........................       369,823        280,928
   Collection of principal
     - non-financed receivables ..................     2,372,088      3,570,950
   Collection of principal - leveraged lease .....          --              769
   Income from leveraged lease, net ..............      (200,517)      (282,261)
   Income from equity investment
     in joint venture ............................        (1,380)          --
   Change in operating assets and liabilities:
     Accounts payable to General Partner
       and affiliates, net .......................       258,993       (136,265)
     Accounts payable - other ....................      (996,571)      (225,233)
     Security deposits and deferred credits ......      (115,844)       (88,960)
     Minority interest in joint venture ..........           909          1,273
     Other assets ................................     4,477,625           --
     Other, net ..................................       287,899        341,362
                                                     -----------    -----------

       Total adjustments .........................     5,881,226      3,247,759
                                                     -----------    -----------

   Net cash provided by operating activities .....     6,332,183      3,477,578
                                                     -----------    -----------

Cash flows from investing activities:
  Proceeds from sales of equipment ...............     1,190,114        496,723
  Initial direct costs ...........................       (73,796)          --
  Equipment and receivables purchased ............      (899,481)    (1,261,387)

   Net cash provided by (used in)
     investing activities ........................       216,837       (764,664)
                                                     -----------    -----------

                                     Page 11

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

               Consolidated Statements of Cash Flows (continued)

                      For the Three Months Ended March 31,

                                   (unaudited)

                                                 1996             1995
                                                 ----             ----

Cash flows from financing activities:
  Proceeds from debt ....................       780,000            --
  Redemption of limited partnership units        (5,283)           --
  Cash distributions to partners ........    (1,962,680)       (1,963,009)
  Principal payments on secured financing    (5,286,569)

   Net cash used in financing activities     (6,474,532)       (4,092,423)
                                            -----------       -----------

Net increase (decrease) in cash .........        74,488        (1,379,509)

Cash at beginning of period .............     5,826,646         6,757,538
                                            -----------       -----------

Cash at end of period ...................   $ 5,901,134       $ 5,378,029
                                            ===========       ===========

























See accompanying notes to consolidated financial statements.

                                     Page 12

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

                       Statement of Cash Flows (continued)

Supplemental Disclosures of Cash Flow Information

  During the three  months  ended March 31, 1996 and 1995,  non-cash  activities
included the following:

                                                     1996               1995
                                                     ----               ----

Principal and interest on direct finance
  receivables paid directly
  to lenders by lessees ......................     $ 3,303,659      $ 3,676,068
Rental income assigned
  operating lease receivable .................         677,193          677,193
Principal and interest on non-recourse
  financing paid directly by lessees .........      (3,980,852)      (4,353,261)

Accounts payable - equipment .................       2,328,000          865,534
Fair value of equipment and receivables
  purchased for debt and payables ............      (2,328,000)        (865,534)
                                                   -----------      -----------

                                                   $    --          $    --
                                                   ===========      ===========

    Interest expense of $829,234 and $1,239,294 for the three months ended March
31, 1996 and 1995  consisted  of:  interest  expense on  non-recourse  financing
accrued  or paid  directly  to lenders by  lessees  of  $790,280  and  $982,325,
respectively, and other interest of $38,954 and $256,969, respectively.

                                     Page 13

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

                  Notes to Consolidated Financial Statements

                                 March 31, 1996

                                   (unaudited)

1.  Basis of Presentation

    The  consolidated  financial  statements  included  herein should be read in
conjunction with the Notes to Consolidated  Financial Statements included in the
Partnership's  1995  Annual  Report  on Form  10-K and  have  been  prepared  in
accordance with the accounting policies stated therein.

2.  Redemption of Limited Partnership Units

    The General  Partner  consented  to the  Partnership  redeeming  102 limited
partnership  units during the three months ended March 31, 1996.  The redemption
amount was  calculated  following  the  specific  redemption  formula as per 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 deduction from partners equity.

3.  Investment in Joint Ventures

    The Partnership Agreement allows the Partnership to invest in joint ventures
with other limited  partnerships  sponsored by the General Partner provided that
the investment  objectives of the joint ventures are consistent with that of the
Partnership.

ICON Cash Flow LLC I

    On September 21, 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  currently  on lease to Alaska  Airlines,  Inc.  The aircraft is a 1988
McDonnell  Douglas MD-83.  The Partnership  and L.P. Six contributed  $3,730,493
(99%) and $37,682 (1%) of the cash required for such acquisition,  respectively,
to ICON Cash Flow LLC I. ICON Cash Flow LLC I acquired  the  aircraft,  assuming
$17,003,454 in non-recourse debt and utilizing  contributions  received from the
Partnership  and  L.P.  Six.  The  purchase  price  of the  transaction  totaled
$20,771,628. The lease is an operating lease and the lease term expires in March
1997. Profits, losses, excess cash and disposition proceeds are allocated 99% to
the Partnership  and 1% to L.P. Six. The  Partnership's  consolidated  financial
statements  include 100% of the assets and  liabilities of ICON Cash Flow LLC I.
L.P. Six's investment in ICON LLC I has been reflected as "Minority  interest in
joint venture."

                                     Page 14

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

                  Notes to Consolidated Financial Statements

                                 March 31, 1996

                                   (unaudited)

    ICON Cash Flow LLC II

    On March 31, 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  currently on lease to Alaska Airlines,  Inc.
The aircraft is a 1987 McDonnell  Douglas MD-83.  The  Partnership  and L.P. Six
contributed  $30,550  (1%) and  $3,024,450  (99%) of the cash  required for such
acquisition,  respectively,  to ICON  Cash  Flow LLC II.  ICON  Cash Flow LLC II
acquired the aircraft,  assuming  $16,315,997 in non-recourse debt and utilizing
contributions  received from the Partnership and L.P. Six. The purchase price of
the  transaction  totaled  $19,370,997.  The lease is an operating lease and the
lease term expires in March 1997. Profits,  losses,  excess cash and disposition
proceeds  are  allocated  1% to  the  Partnership  and  99%  to  L.P.  Six.  The
Partnership's  1%  investment  in ICON Cash Flow LLC II, which is accounted  for
under  the  equity  method,  totaled  $36,825  at  March  31,  1996 and has been
reflected as "Equity  investment in joint  venture." The General Partner manages
and controls the business  affairs of both the  Partnership  and L.P.  Six. As a
result of this common  control and the  Partnership's  ability to influence  the
activities  of the joint  venture,  the  Partnership's  investment  in the joint
venture  is  accounted  for  under  the  equity  method.  Information  as to the
financial position and results of operations of ICON LLC II at March 31, 1996 is
summarized below:

                                                March 31, 1996

                   Assets                         $18,552,954

                   Liabilities                    $14,840,442

                   Equity                         $ 3,682,512
                                                  ===========

                                              Three Months Ended
                                                March 31, 1996

                   Net income                     $   138,017
                                                  ===========


4.  Related Party Transactions

    During the three months ended March 31, 1996 and 1995, the Partnership  paid
or accrued to the General  Partner  management  fees of $331,845  and  $438,741,
respectively,   and  administrative   expense  reimbursements  of  $159,116  and
$213,581,   respectively.   These  fees  and  reimbursements   were  charged  to
operations.

    During the three months ended March 31, 1996 and 1995, the Partnership  paid
or  accrued  to  the  General  Partner  acquisition  fees  of  $73,796  and  $0,
respectively.



                                     Page 15

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)


                                     PART II


Item 1 - Legal Proceedings

None

Item 2 - Changes in Securities

None

Item 3 - Defaults Upon Senior Securities

None

Item 4 - Submission of Matters to a Vote of Security Holders

None

Item 5 - Other Information

None

Item 6 - Reports and Amendments

The  Partnership  did not file any Reports of  Amendments  for the three  months
ended March 31, 1996.


                                     Page 16

<PAGE>


                     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.




July 9, 1996                        Charles Duggan
_____________                       ____________________________________
   Date                             Charles Duggan
                                    Executive Vice President and Chief
                                    Financial Officer
                                    (Principal financial and account officer of
                                    the General Partner of the Registrant)



                                     Page 17

<PAGE>


<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-END>                                   MAR-31-1996
<CASH>                                          5,901,134
<SECURITIES>                                            0
<RECEIVABLES>                                  63,365,455
<ALLOWANCES>                                    1,081,770
<INVENTORY>                                       224,719
<CURRENT-ASSETS>                                        0
<PP&E>                                         20,771,628
<DEPRECIATION>                                  1,592,567
<TOTAL-ASSETS>                                 88,351,324
<CURRENT-LIABILITIES>                                   0
<BONDS>                                        49,022,563
                                   0
                                             0
<COMMON>                                                0
<OTHER-SE>                                     33,290,695
<TOTAL-LIABILITY-AND-EQUITY>                   88,351,324
<SALES>                                         2,376,287
<TOTAL-REVENUES>                                2,376,287
<CGS>                                             517,527
<TOTAL-COSTS>                                           0
<OTHER-EXPENSES>                                  578,569
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                829,234
<INCOME-PRETAX>                                         0
<INCOME-TAX>                                            0
<INCOME-CONTINUING>                                     0
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                      450,957
<EPS-PRIMARY>                                        0.73
<EPS-DILUTED>                                        0.73
        


</TABLE>


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