UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the transition period from to
Commission File Number 2-99858
ICON Cash Flow Partners, L.P., Series A
(Exact name of registrant as specified in its charter)
Delaware 13-3270490
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 Mamaroneck Avenue, Harrison, New York 10528-1632
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (914) 698-0600
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class Name of each exchange on
which registered
Securities registered pursuant to Section 12(g) of the Act: None
(Title of class)
(Title of class)
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 A
<PAGE>
(A Delaware Limited Partnership)
December 31, 1995
TABLE OF CONTENTS
Item Page
PART I
1. Business 3-4
2. Properties 5
3. Legal Proceedings 5
4. Submission of Matters to a Vote of Security Holders 5
PART II
5. Market for the Registrant's Securities and Related
Security Holder Matters 5
6. Selected Financial and Operating Data 6
7. General Partner's Discussion and Analysis of Financial
Condition and Results of Operations 7-10
8. Financial Statements and Supplementary Data 11-27
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 28
PART III
10. Directors and Executive Officers of the
Registrant's General Partner 28-29
11. Executive Compensation 30
12. Security Ownership of Certain Beneficial Owners
and Management 30-31
13. Certain Relationships and Related Transactions 31
PART IV
14. Exhibits, Reports and Amendments 32
SIGNATURES 33
<PAGE>
<TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1995
<S>
PART I
Item 1. Business
General Development of Business
ICON Cash Flow Partners, L.P., Series A (the "Partnership") was formed in May
1985 as a Delaware limited partnership. The Partnership commenced business
operations on its initial closing date, May 6, 1988, with the admission of 2,415
limited partnership units. Between June 1, 1988 and December 31, 1988, 1,352
additional units were admitted. Between January 1, 1989 and February 1, 1989
(the final closing date), 1,242 additional units were admitted bringing the final
admission to 5,009 units totaling $2,504,500 in capital contributions. The sole
general partner is ICON Capital Corp. (the "General Partner").
In December 1994, the consent of the 225 limited partners was solicited to
amend, effective January 31, 1995, the Partnership Agreement. The vote was
passed 151 affirmative to 31 negative with 43 abstaining. The amendments to the
Partnership Agreement include: (1) extending the Reinvestment Period from six
years, to eight to ten years, (2) allowing the General Partner to lend funds to
the Partnership for a term which can exceed 12 months, up to $250,000 and (3)
decreasing the management fees to a flat rate of 1% of rents for all investments
under management.
In February 1995 and March 1995, the General Partner lent $75,000 and
$100,000, respectively, to the Partnership. Principal on the loans will be
repaid only after the extended Reinvestment Period expires, and, the limited
partners have received at least a 6% return on their capital. These notes bear
interest at the lower of 6% or prime. Interest on the loans will be repaid if
the Partnership determines that there are sufficient funds available.
The General Partner contributed $125,000 to the Partnership in the form of
capital in 1994. These contributions increased the General Partner's basis in
the Partnership, however, profits, losses, cash distributions and disposition
proceeds will continue to be allocated 95% to the limited partners and 5% to the
General Partner until each limited partner has received cash distributions and
disposition proceeds sufficient to reduce its adjusted capital account to zero.
Narrative Description of Business
The Partnership is an equipment leasing income fund. The principal investment
objective of the Partnership is to acquire a diversified portfolio of equipment
on lease to credit-worthy lessees which will: (1) preserve, protect and return
the Partnership's invested capital; (2) generate cash available for distribution
from which the Partnership has made and intends to continue to make distributions
to the partners, with any balance remaining to be used to purchase additional
equipment during a reinvestment period ending not earlier than eight years, and<PAGE>
ICON Cash Flow Partners, L.P., Series A
<PAGE>
(A Delaware Limited Partnership)
December 31, 1995
<S>
not later than ten years, after the final closing date (between February 1, 1997
and February 1, 1999); and (3) provide cash distributions and net disposition and
re-lease proceeds, periodically, following the reinvestment period until all the
equipment purchased by the Partnership has been sold. In addition to acquiring
equipment for lease, the Partnership also provides financing to certain
manufacturers, lessors and lessees.
The equipment leasing industry is highly competitive. In initiating its
leasing transactions, the Partnership competes with leasing companies,
manufacturers that lease their products directly, equipment brokers and dealers
and financial institutions, including commercial banks and insurance companies.
Many competitors are larger than the Partnership and have access to more
favorable financing. Competitive factors in the equipment leasing business
primarily involve pricing and other financial arrangements, equipment remarketing
capabilities and servicing of lessees.
The Partnership has no direct employees. The General Partner has full and
exclusive discretion in management and control of the Partnership.
</TABLE>
Lease and Financing Transactions
For the years ended December 31, 1995 and 1994, the Partnership purchased and
leased or financed $41,357 and $14,328 of equipment, respectively, with a
weighted average initial transaction term of 50 and 24 months, respectively. At
December 31, 1995 the weighted average initial transaction term of the portfolio
was 47 months. A summary of the portfolio equipment cost by category held at
December 31, 1995 and 1994 is as follows:
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C>
December 31, 1995 December 31, 1994
Cost Percent Cost Percent
Computer systems $419,384 29.6% $ 500,975 31.5%
Retail systems 299,712 21.2 328,218 20.6
Manufacturing
& production 231,721 16.4 218,922 13.8
Copiers 170,387 12.0 219,467 13.8
Video production 85,713 6.1 85,713 5.4
Material handling 54,079 3.8 54,079 3.4
Sanitation 41,675 2.9 63,127 4.0
Printing 33,034 2.3 33,034 2.1
Office furniture
& fixtures 28,431 2.0 28,431 1.8
Telecommunications 26,238 1.9 26,238 1.6
Medical 25,128 1.8 25,128 1.6
Agriculture - - 7,828 .4
$1,415,502 100.0% $1,591,160 100.0%<PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
<TABLE>
(A Delaware Limited Partnership)
December 31, 1995
<S><C>
At December 31, 1995, the Partnership did not lease or finance any equipment
which individually represents greater than 10% of the total portfolio equipment
cost at December 31, 1995.
Item 2. Properties
The Partnership neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs. The General Partner has exclusive
control over all aspects of the business of the Partnership, including providing
any necessary office space. As such, the General Partner is compensated for
services related to the management of the Partnership's business.
Item 3. Legal Proceedings
The Partnership is not a party to any pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders through solicitation
of proxies or otherwise during 1995.
</TABLE>
PART II
Item 5. Market for the Registrant's Securities and Related Security Holder
Matters
The Partnership's limited partnership interests are not publicly traded nor
is there currently a market for the Partnership's limited partnership interests.
It is unlikely that any such market will develop.
[CAPTION]
<TABLE>
<S> <C> <C>
Number of Equity Security Holders
Title of Class as of December 31,
1995 1994
Limited partners 225 225
General Partner 1 1<PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
(A Delaware Limited Partnership)
December 31, 1995
[S]
Item 6. Selected Financial and Operating Data
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C> <C>
Years Ended December 31,
1995 1994 1993 1992 1991
Total revenues $203,905 $276,133 $435,212 $294,307 $453,846
Net income (loss)$84,037 $ 73,374 $ 93,046 $(80,509) $ 40,530
Net income (loss)
allocable to
limited partners$79,835 $ 69,705 $ 88,394 $(76,484) $ 38,503
Net income (loss)
allocable to the
General Partner$ 4,202 $ 3,669 $ 4,652 $ (4,025) $ 2,027
Weighted average
limited partnership
units outstanding5,009 5,009 5,009 5,009 5,009
Net income (loss)
per weighted
average limited
partnership unit$15.94 $ 13.92 $ 17.65 $ (15.27) $ 7.69
Distributions to
limited partners$225,533$233,651 $356,915 $385,108 $388,279
Distributions to
General Partner$11,867 $ 12,297 $ 18,785 $ 20,269 $ 20,436
</TABLE>
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C> <C>
December 31,
1995 1994 1993 1992 1991
Total assets $599,104 $ 978,652 $1,482,002 $1,248,433$2,156,946
Partners' equity$194,476$347,839 $ 395,413 $678,067 $1,163,953
</TABLE>
The above selected financial and operating data should be read in conjunction
with the financial statements and related notes appearing elsewhere in this
report.<PAGE>
ICON Cash Flow Partners, L.P., Series A
<PAGE>
(A Delaware Limited Partnership)
December 31, 1995
<TABLE>
<S>
Item 7.General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
The Partnership's portfolio consisted of a net investment in financings,
finance leases and operating leases representing 71%, 28% and 1% of total
investments at December 31, 1995, respectively, and 66%, 32% and 2% of
investments at December 31, 1994, respectively.
For the years ended December 31, 1995 and 1994, the Partnership leased or
financed equipment with initial costs of $41,357 and $14,328 and weighted average
initial transaction terms of 50 and 24 months, respectively, to 2 and 1 lessees
or equipment users.
Results of Operations for the Years Ended December 31, 1995 and 1994
Revenues for the year ended December 31, 1995 were $203,905, representing a
decrease of $72,228 or 26% from 1994. The decrease in revenues was attributable
to a decrease in finance income of $50,783 or 36%, a decrease in net gain on
sales or remarketing of equipment of $13,015 or 15%, a decrease in interest
income and other of $5,244 or 51% and a decrease in rental income of $3,186 or
8% from 1994. Finance income decreased due to the decreased investment in
finance leases and financings. The net gain on sales or remarketing of equipment
decreased due to a decrease 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. Interest income and
other decreased due to a decrease in the average cash balance from 1994 to 1995.
The decrease in rental income resulted from the Partnership's reduced investment
in operating leases.
Expenses for the year ended December 31, 1995 were $119,868, representing a
decrease of $82,891 or 41% from 1994. The decrease in expenses was primarily
attributable to a decrease in depreciation expense of $28,094 or 61%, a decrease
in interest expense of $24,073 or 38%, a decrease in the provision for bad debts
of $23,500 or 70%, a decrease in management fees of $7,656 or 56% and a decrease
in administrative expense reimbursements of $1,714 or 15% from 1994.
Depreciation expense decreased due to the Partnership's reduced investment in
operating leases. The decrease in interest expense resulted from the decrease
in the average debt outstanding from 1994 to 1995. The provision for bad debts
was reduced to $10,000 for the year ended December 31, 1995 as a result of an
analysis of delinquency, an assessment of overall risk and a review of historical
loss experience. Management fees and administrative expense reimbursements
decreased due to a decrease in the size of the average portfolio from 1994 to
1995. Management fees were also affected by the reduction in management fee
rates. Under the original Partnership agreement, the General Partner was
<PAGE>
<S>
entitled to management fees at either 2% or 5% of rents, depending on the type
of investments under management. In conjunction with the solicitation to amend
the Limited Partnership Agreement, effective January 31, 1995, the General<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1995
Partner reduced its management fees to a flat rate of 1% of rents for all
investments under management. The General Partner previously reduced its
management fees on January 1, 1994 to a flat rate of 2%. The foregone management
fees, the difference between the flat rate (1% or 2%) and the allowable rates per
the Partnership Agreement (2% or 5%) of rents, totaled $12,651 for the year ended
December 31, 1995. These foregone management fees are not accruable in future
years. General and administrative expenses remained relatively constant from
1994 to 1995.
Net income for the years ended December 31, 1995 and 1994 was $84,037 and
$73,374, respectively. The net income per weighted average limited partnership
unit was $15.94 and $13.92 for 1995 and 1994, respectively.
Results of Operations for the Years Ended December 31, 1994 and 1993
For the years ended December 31, 1994 and 1993, the Partnership leased or
financed equipment with initial costs of $14,328 and $1,226,078, respectively,
to 1 and 60 lessees or equipment users, respectively. The weighted average
initial transaction term for each year was 24 and 49 months, respectively.
The Partnerships portfolio consisted of a net investment in financings,
finance leases and operating leases of 66%, 32% and 2% of total investments at
December 31, 1994, respectively, and 63%, 32% and 5% of investments at December
31, 1993, respectively.
Revenues for the year ended December 31, 1994 were $276,133, representing a
decrease of $159,079 or 37% from 1993. The decrease in revenues was primarily
attributable to a decrease in rental income of $85,848 or 69%. Rental income
decreased due to the Partnership's reduced investment in operating leases from
1993 to 1994 and as a result of the Partnership recognizing revenue in 1993 on
a lease for which revenue had previously been suspended. Results were also
affected by a decrease in net gain on sales or remarketing of equipment of
$30,158 or 26%, a decrease in interest income and other of $23,223 or 69% and a
decrease in finance income of $19,850 or 12%. The net gain on sales or
remarketing of equipment decreased due to a decrease in the number of leases
maturing, and the underlying equipment being sold or remarketed, for which the
proceeds received were greater than the remaining carrying value of the
equipment. Interest income and other decreased due to a decrease in the average
cash balance from 1993 to 1994. Finance income decreased due to the decreased
investment in finance leases and financings.
Expenses for the year ended December 31, 1994 were $202,759, representing a
decrease of $139,407 or 41% from 1993. The decrease in expenses was primarily
attributable to a decrease in the provision for bad debts of $54,051 or 62%, a
decrease in depreciation expense of $50,849 or 52%, a decrease in management fees
of $22,654 or 62% and a decrease in interest expense of $20,901 or 25%, from
1993. These decreases were partially offset by an increase of $7,279 in the<PAGE>
ICON Cash Flow Partners, L.P., Series A
<PAGE>
<S>
(A Delaware Limited Partnership)
December 31, 1995
administrative expense reimbursements paid to the General Partner.
Administrative expense reimbursements increased due to the General Partner
foregoing such fees for the period January 1, 1993 to September 30, 1993. The
decrease in the provision for bad debts was due to a 1993 provision related to
an anticipated lease equipment impairment. Depreciation expense decreased due
to the reduced investment in operating leases, and as a result of the Partnership
recognizing expense in 1993 related to a lease for which expense recognition had
previously been suspended. Management fees decreased due to a decrease in the
size of the average portfolio and a reduction in management fee rates. Under the
partnership agreement, the General Partner is entitled to management fees at
either 2% or 5% of rents, depending on the type of investments under management.
Effective January 1, 1994, the General Partner elected to reduce its management
fees to a flat rate of 2% of rents for all investments under management. The
foregone management fees, the difference between 2% and 5% of rents for certain
types of investments, totaled $10,829 for the year ended December 31, 1994.
These foregone management fees are not accruable in future years. Interest
expense decreased due to the decrease in average debt outstanding from 1993 to
1994 and as a result of the Partnership recognizing expense in 1993 related to
a lease for which expense recognition had previously been suspended.
Net income for the years ended December 31, 1994 and 1993 was $73,374 and
$93,046, respectively. The net income per weighted average limited partnership
unit was $13.92 and $17.65 for 1994 and 1993, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds in 1995, 1994 and 1993 were net
cash provided by operations of $268,467, $301,679 and $382,184, respectively,
proceeds from sales of equipment of $136,363, $216,200 and $490,078,
respectively, General Partner loans totaling $175,000 in 1995, borrowings related
to a term loan and a revolving credit facility of $720,000 and $935,000 in 1994
and 1993, respectively, and a General Partner capital contribution of $125,000
in 1994. These funds were used to make payments on borrowings, to fund cash
distributions and to purchase equipment. The Partnership intends to continue to
purchase additional equipment and to fund cash distributions, to the extent there
are sufficient funds available after servicing the Partnership's current debt
obligation, utilizing cash provided by operations and proceeds from sales of
equipment.
In February 1995 and March 1995, the General Partner lent $75,000 and
$100,000, respectively, to the Partnership. Principal on the loans will be
repaid only after the extended Reinvestment Period expires, and, the limited
partners have received at least a 6% return on their capital. These notes bear
interest at the lower of 6% or prime. Interest on the loans will be repaid if
the Partnership determines that there are sufficient funds available.
The General Partner contributed $125,000 to the Partnership in the form of
capital in 1994. These contributions increased the General Partner's basis in<PAGE>
ICON Cash Flow Partners, L.P., Series A
<PAGE>
<S>
(A Delaware Limited Partnership)
December 31, 1995
the Partnership, however, profits, losses, cash distributions and disposition
proceeds will continue to be allocated 95% to the limited partners and 5% to the
General Partner until each limited partner has received cash distributions and
disposition proceeds sufficient to reduce its adjusted capital account to zero.
The Partnership had notes payable of $352,271 and $518,787 at December 31,
1995 and 1994, respectively, and such amounts consisted of $184,113 and $0 in
General Partner loans, $116,500 and $420,000 in term loans and $51,658 and
$98,787 in non-recourse notes, respectively.
Cash distributions to limited partners in 1995, 1994 and 1993, which were paid
quarterly, totaled $225,533, $233,651 and $356,915, respectively, of which
$79,835, $69,705 and $88,394 was investment income and $145,698, $163,946 and
$268,521 was a return of capital, respectively. The quarterly annualized
distribution rate to limited partners was 9.00%, 9.33% and 14.25%, of which
3.18%, 2.78% and 3.53% was investment income and 5.82%, 6.55% and 10.72% was a
return of capital, respectively, calculated as a percentage of each partner's
initial capital contribution. The limited partner distribution per weighted
average unit outstanding for the years ended December 31, 1995, 1994 and 1993 was
$45.03, $46.65 and $71.26, of which $15.94, $13.92 and $17.65 was investment
income and $29.09, $32.73 and $53.61 was a return of capital, respectively.
Effective September 1, 1993, the Partnership decreased the quarterly
distributions from an annualized rate of 15% to an annualized rate of 9%. This
action was taken to provide additional funds for reinvestment in equipment and
finance transactions so as to enhance the Partnership's ability to make future
cash distributions to investors. The Partnership is deferring payment to the
General Partner, without interest, on all management fees until cumulative unpaid
cash distributions, the difference between 15% and 9%, are paid. The decrease
in cash distributions coupled with the deferral of management fees should allow
the Partnership to retain sufficient cash to contribute to the growth of the
Partnership's asset and capital base.
As of December 31, 1995, 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.
</TABLE>
<PAGE>
[S]
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1995
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page Number
Independent Auditors' Report 13
Balance Sheets as of December 31, 1995 and 1994 14
Statements of Operations for the Years Ended
December 31, 1995, 1994 and 1993 15
Statements of Changes in Partners' Equity for
the Years Ended December 31, 1995, 1994 and 1993 16
Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993 17-19
Notes to Financial Statements 20-27<PAGE>
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Financial Statements
December 31, 1995
(With Independent Auditors' Report Thereon)
<PAGE>
<TABLE>
<PAGE>
<S> <C>
INDEPENDENT AUDITORS' REPORT
The Partners
ICON Cash Flow Partners, L.P., Series A:
We have audited the accompanying balance sheets of ICON Cash Flow Partners, L.P.,
Series A (a Delaware limited partnership) as of December 31, 1995 and 1994, and
the related statements of operations, changes in partners' equity, and cash flows
for each of the years in the three-year period ended December 31, 1995. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of ICON Cash Flow Partners, L.P.,
Series A as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1995, in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
February 16, 1996
New York, New York<PAGE>
ICON Cash Flow Partners, L.P., Series A
<PAGE>
</TABLE>
<TABLE>
(A Delaware Limited Partnership)
Balance Sheets
December 31,
<CAPTION>
1995 1994
Assets
<S> <C> <C>
Cash $79,759 $ 82,186
Investment in financings
Receivables due in installments 439,936 715,176
Unearned income (54,157) (110,043)
Allowance for doubtful accounts (19,920) (29,351)
365,859 575,782
Investment in finance leases
Minimum rents receivable 132,210 286,751
Estimated unguaranteed residual values 36,724 44,721
Unearned income (15,940) (44,335)
Allowance for doubtful accounts (15,322) (11,328)
137,672 275,809
Investment in operating leases
Equipment, at cost 67,298 67,298
Accumulated depreciation (63,386) (45,150)
3,912 22,148
Other assets 11,902 22,727
Total assets $599,104 $978,652
Liabilities and Partners' Equity
Note payable - term loan $116,500 $420,000
Notes payable - General Partner 184,113 -
Notes payable - non-recourse 51,658 98,787
Accounts payable to General Partner
and affiliates, net 31,689 81,469
Accounts payable - other 14,044 17,243
Security deposits and deferred credits 6,624 13,314
404,628 630,813
Commitments and contingencies
Partners' equity
General Partner 22,125 29,790
Limited partners (5,009 units outstanding,
$500 per unit original issue price) 172,351 318,049
Total partners' equity 194,476 347,839
Total liabilities and partners' equity $599,104 $978,652
See accompanying notes to financial statements. <PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
<TABLE>
(A Delaware Limited Partnership)
Statements of Operations
For the Years Ended December 31,
<CAPTION>
<S> <C> <C> <C>
1995 1994 1993
Revenues
Finance income $88,907 $139,690 $159,540
Net gain on sales or
remarketing of equipment 74,970 87,985 118,143
Rental income 34,947 38,133 123,981
Interest income and other 5,081 10,325 33,548
Total revenues 203,905 276,133 435,212
Expenses
Interest 39,350 63,423 84,324
General and administrative 36,641 34,468 32,040
Depreciation 18,236 46,330 97,179
Provision for bad debts 10,000 33,500 87,551
Administrative expense reimbursements
- General Partner 9,690 11,404 4,125
Management fees - General Partner5,951 13,607 36,261
Amortization of initial direct costs - 27 686
Total expenses 119,868 202,759 342,166
Net income $84,037 $73,374 $93,046
Net income allocable to:
Limited partners $79,835 $69,705 $88,394
General Partner 4,202 3,669 4,652
$84,037 $73,374 $93,046
Weighted average number of limited
partnership units outstanding 5,009 5,009 5,009
Net income per weighted average
limited partnership unit $15.94 $ 13.92 $ 17.65
See accompanying notes to financial statements.<PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
<TABLE>
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Years Ended December 31, 1995, 1994 and 1993
<CAPTION>
Limited Partner
Distributions
Return ofInvestment Limited General
Capital Income Partners Partner Total
(Per weighted
average unit)
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1992 $ 750,516 $(72,449)$ 678,067
Cash distributions
to partners $53.61 $17.65 (356,915) (18,785) (375,700)
Net income 88,394 4,652 93,046
Balance at
December 31, 1993 481,995 (86,582) 395,413
Cash distributions
to partners $32.73 $13.92 (233,651) (12,297) (245,948)
Net income 69,705 3,669 73,374
Capital contribution - 125,000 125,000
Balance at
December 31, 1994 318,049 29,790 347,839
Cash distributions
to partners $29.09 $15.94 (225,533) (11,867) (237,400)
Net income 79,835 4,202 84,037
Balance at
December 31, 1995 $ 172,351 $22,125 $ 194,476
See accompanying notes to financial statements.<PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
<TABLE>
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Years Ended December 31,
<CAPTION>
<S> <C> <C> <C>
1995 1994 1993
Cash flows from operating activities:
Net income $ 84,037 $ 73,374 $ 93,046
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation 18,236 46,330 97,179
Allowance for doubtful accounts (8,937) 2,779 (84,034)
Finance income portion of receivables
paid directly to lenders by lessees(8,508)(13,373) (3,727)
Net gain on sales or remarketing
of equipment (74,970) (87,985) (118,143)
Interest expense on non-recourse
financing paid directly by lessees7,036 12,939 6,134
Collection of principal -
non-financed receivables 296,378 288,240 387,407
Rental income - assigned operating
lease receivables - - (77,339)
Changes in operating assets
and liabilities:
Accounts payable to General Partner
and affiliates, net (49,780) 39,185 12,905
Accounts payable - other 5,914 (6,764) (14,631)
Security deposits and
deferred credits (6,690) (45,345) (1,982)
Other, net 5,751 (7,701) 85,369
Total adjustments 184,430 228,305 289,138
Net cash provided by
operating activities 268,467 301,679 382,184
Cash flows from investing activities:
Proceeds from sales of equipment 136,363 216,200 490,078
Equipment and receivables purchased(41,357) (19,532)(1,039,196)
Net cash provided by (used in)
investing activities 95,006 196,668 (549,118)
Cash flows from financing activities:
Proceeds from General Partner loans175,000 - -
Cash distributions to partners (237,400) (245,948) (375,700)
Principal payments on term loan (303,500) (300,000) (265,139)
Proceeds from term loan - 720,000 -
Proceeds from revolving
credit facility - - 935,000<PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
<TABLE>
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
For the Years Ended December 31,
<CAPTION>
<S> <C> <C> <C>
1995 1994 1993
General Partner capital contributions - 125,000 -
Principal payments on revolving
credit facility - (810,000) (200,000)
Net cash provided by (used in)
financing activities (365,900) (510,948) 94,161
Net decrease in cash (2,427) (12,601) (72,773)
Cash at beginning of year 82,186 94,787 167,560
Cash at end of year $ 79,759 $ 82,186 $ 94,787<PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
(A Delaware Limited Partnership)
Statements of Cash Flows (Continued)
Supplemental Disclosures of Cash Flow Information
[CAPTION]
<TABLE>
Interest expense of $39,350, $63,423 and $84,324 for the years ended
December 31, 1995, 1994 and 1993, respectively, consisted of: interest expense
on non-recourse financing paid directly to lenders by lessees of $7,036, $12,939
and $6,134, respectively, interest on the term loan/revolving credit facility of
$23,201, $50,357 and $27,120, respectively, interest on General Partner loans of
$9,113 in 1995, other interest of $127 and $26,546 in 1994 and 1993,
respectively, and interest on an affiliate note of $24,524 in 1993.
During the years ended December 31, 1995, 1994 and 1993, non-cash activities
included the following:
<S> <C> <C> <C>
1995 1994 1993
Principal and interest on finance
receivables paid directly to
lender by lessee $ 54,165 $ 60,587 $ 25,720
Rental income - assigned operating
lease receivables - - 77,339
Principal and interest on non-recourse
financing paid directly by lessee(54,165) (60,587) (103,059)
Transfer of equipment from
operating lease - 3,384 -
Transfer to other assets - (3,384) -
Non-recourse notes payable assumed in
purchase price - 1,073 140,718
Accounts payable - equipment - - 6,277
Fair value of equipment and receivables
purchased for debt and payables - (1,073) (146,995)
$ - $ - $ -
See accompanying notes to financial statements.<PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
(A Delaware Limited Partnership)
Notes to Financial Statements
December 31, 1995
<TABLE>
1. Organization
<S><C>
ICON Cash Flow Partners, L.P., Series A (the "Partnership") was formed on May 28,
1985 as a Delaware limited partnership with an initial capitalization of $2,000. It
was formed to acquire various types of equipment, to lease such equipment to third
parties and, to a lesser degree, enter into secured financing transactions. The
Partnership's offering period commenced on January 9, 1987 and by its final closing in
1989, 5,009 units had been admitted into the Partnership with aggregate gross proceeds
of $2,504,500.
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.
ICON Securities Corp., an affiliate of the General Partner, received an underwriting
commission on the gross proceeds from sales of all units. The total underwriting
compensation paid by the Partnership, including underwriting commissions, sales
commissions, incentive fees, public offering expense reimbursements and due diligence
activities was limited to 14 1/2% of the gross proceeds received from the sale of the
units. Such offering costs aggregated $363,152, (including $176,152 paid to the
General Partner or its affiliates) and were charged directly to limited partners'
equity.
Profits, losses, cash distributions and disposition proceeds are allocated 95% to
the limited partners and 5% to the General Partner until each limited partner has
received cash distributions and disposition proceeds sufficient to reduce its adjusted
capital contribution account to zero and receive, in addition, other distributions and
allocations which would provide a 10% per annum cumulative return, compounded daily,
on its outstanding adjusted capital contribution account. After such time, the
distributions will be allocated 85% to the limited partners and 15% to the General
Partner.
2. Significant Accounting Policies
Basis of Accounting and Presentation - The Partnerships records are maintained on
the accrual basis. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Certain reclassifications have been made to prior years statements to conform to
the 1995 presentation.
</TABLE>
<PAGE>
<TABLE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
<S><C>
Leases - The Partnership accounts for owned equipment leased to third parties as
finance leases or operating leases. For finance leases, the Partnership records, at
the inception of the lease, the total minimum lease payments receivable, the estimated
unguaranteed residual values, the initial direct costs related to the leases and the
related unearned income. Unearned income represents the difference between the sum of
the minimum lease payments receivable plus the estimated unguaranteed residual minus
the cost of the leased equipment. Unearned income is recognized as finance income over
the terms of the related leases using the interest method. For operating leases,
equipment is recorded at cost and is depreciated on the straight-line method over the
lease terms to their estimated fair market values at lease terminations. Related lease
rentals are recognized on the straight-line method over the lease terms. Billed and
uncollected operating lease receivables, net of allowance for doubtful accounts, are
included in other assets. Initial direct costs of finance leases are capitalized and
are amortized over the terms of the related leases using the interest method. Initial
direct costs of operating leases are capitalized and amortized on the straight-line
method over the lease terms. The Partnership's leases have terms ranging from two to
four years. Each lease is expected to provide aggregate contractual rents that, along
with residual proceeds, return the Partnership's cost of its investment along with
investment income.
Investment in Financings - Investment in financings represent the gross receivables
due from the financing of equipment plus the initial direct costs related thereto less
the related unearned income. The unearned income is recognized as finance income and
the initial direct costs are amortized over the terms of the receivables using the
interest method. Financing transactions are supported by a written promissory note
evidencing the obligation of the user to repay the principal, together with interest,
which will be sufficient to return the Partnership's full cost associated with such
financing transaction, together with some investment income. Furthermore, the
repayment obligation is collateralized by a security interest in the tangible or
intangible personal property.
Disclosures About Fair Value of Financial Instruments - Statement of Financial
Accounting Standards No. 107 ("SFAS No. 107"), Disclosures about Fair Value of
Financial Instruments requires disclosures about the fair value of financial
instruments. The fair value of certain debt obligations as of December 31, 1995
approximates that which is recorded in these financial statements. Fair value
information with respect to the Companys assets and certain non-recourse notes payable
is not provided because (I) SFAS No. 107 does not require disclosures about the fair
value of lease arrangements, (ii) the carrying value of financial assets other than
lease related investments approximates market value and (iii) fair value information
concerning certain non-recourse debt obligations is not practicable to estimate without
incurring excessive costs to obtain all the information that would be necessary to
derive a market interest rate on a lease by lease basis.
Allowance for Doubtful Accounts - The Partnership records a provision for bad debts
to provide for estimated credit losses in the portfolio. The allowance for doubtful
accounts is based on an analysis of delinquency, an assessment of overall risk and a
review of historical loss experience. The Partnership's write-off policy is based on<PAGE>
</TABLE>
<PAGE>
<TABLE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
<S><C>
an analysis of the aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, and prior collection experience. An account is fully reserved
for or written off when the analysis indicates that the probability of collection of
the account is remote.
Impairment of Estimated Residual Values - The Partnership's policy is to review the
carrying value of its residuals on a quarterly basis and write down a residual if it
has been determined to be impaired. Impairment generally occurs for one of two
reasons: (1) when the recoverable value of the underlying equipment falls below the
Partnership's carrying value or (2) when the primary security holder has foreclosed on
the underlying equipment in order to satisfy the remaining lease obligation and the
amount of proceeds received by the primary security holder in excess of such obligation
is not sufficient to recover the Partnership's residual position. Generally in such
cases, the residuals would relate to equipment for which non-recourse notes payable
were outstanding. In these cases the lessees pay their rents directly to the third
party lender and the Partnership would not realize any cash flow until the lessees have
satisfied the initial note obligations and the equipment is remarketed.
Income Taxes - No provision for income taxes has been made as the liability for such
taxes is that of each of the partners rather than the Partnership.
3. Amendment to Partnership Agreement
In December 1994, the consent of the limited partners was solicited to amend the
Limited Partnership Agreement. The amendments were approved with 151 investors,
representing a 74% majority of the limited partnership units outstanding, responding
affirmatively. The amendments, which were effective January 31, 1995, include: (1)
extending the Reinvestment Period from six years, to eight to ten years, (2) allowing
the General Partner to lend to the Partnership for a term which can exceed twelve
months, up to $250,000 and (3) decreasing the management fees to a flat rate of 1% of
rents for all investments under management (see Note 9).
4. General Partner Capital Contribution
The General Partner contributed $125,000 to the Partnership in the form of capital
in 1994. These contributions increased the General Partner's basis in the Partnership,
however, profits, losses, cash distributions and disposition proceeds will continue to
be allocated 95% to the limited partners and 5% to the General Partner until each
limited partner has received cash distributions and disposition proceeds sufficient to
reduce its adjusted capital account to zero.
</TABLE>
<PAGE>
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
[S]
5. Receivables Due in Installments
[CAPTION]
<TABLE>
Non-cancelable minimum annual amounts due on financings, finance leases and
operating leases are as follows:
<S> <C> <C> <C> <C> <C>
Finance Operating
Year Financings Leases Leases Total
1996 $219,018 $108,210 $ 5,896 $ 333,124
1997 172,307 18,000 - 190,307
1998 39,676 6,000 - 45,676
1999 7,147 - - 7,147
2000 1,788 - - 1,788
$439,936 $132,210 $ 5,896 $ 578,042
</TABLE>
6. Investment in Operating Leases
[CAPTION]
<TABLE>
The investment in operating leases at December 31, 1995, 1994 and 1993 consisted of
the following:
<S> <C> <C> <C>
1995 1994 1993
Equipment cost, beginning of year$67,298 $128,413 $414,773
Equipment purchased - - 39,887
Equipment sold - (7,012) (326,247)
Equipment transferred to
equipment off lease - (54,103) -
Equipment, end of year 67,298 67,298 128,413
Accumulated depreciation,
beginning of year (45,150) (55,081) (202,397)
Depreciation (18,236) (46,330) (97,179)
Equipment sold - 5,542 244,495
Equipment transferred to equipment
off lease - 50,719 -
Accumulated depreciation,
end of year (63,386) (45,150) (55,081)
Investment in operating leases,
end of year $ 3,912 $ 22,148 $ 73,332<PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
[S]
7. Allowance for Doubtful Accounts
[CAPTION]
<TABLE>
The allowance for doubtful accounts related to the investments in financings,
finance leases and operating leases consisted of the following:
<S> <C> <C> <C> <C>
Finance Operating
Financings Leases Leases Total
Balance from inception through
December 31, 1992 $41,164 $82,740 $2,743 $126,647
Charged to operations 87,551 - - 87,551
Accounts written-off (124,393) (49,283) - (173,676)
Recovery on accounts previously
written-off - 2,091 - 2,091
Transfer within accounts 22,800 (22,800) - -
Balance at December 31, 1993 27,122 12,748 2,743 42,613
Charged to operations 21,850 9,150 2,500 33,500
Accounts written-off (30,845) (10,650) - (41,495)
Recovery on accounts previously
written-off 100 10,673 - 10,773
Transfer within accounts 11,124 (10,593) (531) -
Balance at December 31, 1994 29,351 11,328 4,712 45,391
Charged to operations 5,000 5,000 - 10,000
Accounts written-off (34,331) - - (34,331)
Recovery on accounts previously
written-off 4,900 10,494 - 15,394
Transfer within accounts 15,000 (11,500) (3,500) -
Balance at December 31, 1995 $19,920 $15,322 $1,212 $36,454
</TABLE>
8. Notes Payable
<TABLE>
<S><C>
The Partnership entered into a three-year secured revolving credit agreement (the
"Facility") in October 1992. The Facility was secured by an assignment of eligible
receivables and the underlying equipment. The Facility allowed the Partnership to
borrow based on eligible, unencumbered receivables. Interest was payable at prime (6%
at December 31, 1993) plus 1%. The Partnership had $826,000 available under the
facility, of which $810,000 was outstanding at December 31, 1993.
</TABLE>
<PAGE>
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
<TABLE>
<S><C>
After paying down the facility by $90,000 in January 1994, the Partnership
converted the Facility to a term loan, secured by leases and financing transactions.
The new loan was for $720,000 and bears interest at prime (8.5% at December 31, 1995)
plus 1.5% and is payable in monthly installments through March 1996. The Partnership
had $116,500 and $420,000 outstanding as of December 31, 1995 and 1994, respectively,
and due to their relationship with the prime rate, it is deemed to be at its fair
value. The Partnership is required, among other things, to meet certain financial
ratios. As of December 31, 1995 the Partnership was in compliance with all aspects of
the loan agreement.
The Partnership issued a note to an affiliate in 1991. This note bore interest at
15% and was secured by specific equipment purchased. The note was retired with a final
payment in December 1993. For the year ended December 31, 1993, the Partnership paid
or accrued $265,139 in principal and $24,524 in related interest on the note. The
notes payable non-recourse bear interest at rates ranging from 9.20% to 12.50%, and are
being paid directly to lenders by the lessees.
The term loan notes payable of $116,500 and the non-recourse notes payable of
$51,658 as of December 31, 1995 mature in 1996.
9. Related Party Transactions
During the years ended December 31, 1995, 1994 and 1993, the Partnership paid or
accrued to the General Partner management fees of $5,951, $13,607 and $36,261 and
administrative expense reimbursements of $9,690, $11,404 and $4,125, respectively, and
interest on a note to an affiliate of $24,524 in 1993. These items were charged to
operations.
In February 1995 and March 1995, the General Partner, in conjunction with one of
the amendments to the Partnership Agreement (see Note 3), lent $75,000 and $100,000,
respectively, to the Partnership. Principal on the loans will be repaid only after the
extended Reinvestment Period expires, and, the limited partners have received at least
a 6% return on their capital. These notes bear interest at the lower of 6% or prime.
Interest on the loans will be repaid if the Partnership determines that there are
sufficient funds available. The partnership accrued $9,113 in interest related to
these loans for 1995.
Effective September 1, 1993, the Partnership decreased the quarterly distribution
to partners from an annual rate of 15% to an annualized rate of 9%. Although the
Partnership will continue to accrue for management fees, the Partnership will defer
payment to the General Partner, without interest, management fees until cumulative
unpaid distributions, the difference between 15% and 9%, are paid. Managements fees
which have been deferred as a result of the decrease in the distribution rate since
September 1, 1993 totaled $31,473.
</TABLE>
<PAGE>
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
<TABLE>
<S><C>
Under the original Partnership agreement, the General Partner was entitled to
management fees at either 2% or 5% of rents, depending on the type of investment under
management. In conjunction with the solicitation to amend the Limited Partnership
Agreement, effective, January 31, 1995, the General Partner reduced its management fees
to a flat rate of 1% of rents for all investments under management. The General Partner
previously reduced its management fees on January 1, 1994 to a flat rate of 2%. The
foregone management fees, the difference between the flat rate (1% or 2%) and the
allowable rates per the Partnership Agreement (2% or 5%) of rents, totaled $12,651 for
the year ended December 31, 1995. These foregone management fees are not accruable in
future years.
Under the Partnership agreement, the General Partner is entitled to reimbursement
from the Partnership for certain administrative expenses incurred by it on behalf of
the Partnership. The General Partner opted to forego such administrative expense
reimbursements relating to the period July 1, 1991 to September 30, 1993. These
foregone administrative expense reimbursements totaled $10,865 for the nine months
ended September 30, 1993. The administrative expense reimbursements for those periods
are not accruable in future years. The administrative expense reimbursements for 1995,
1994 and 1993, which were charged to operations, totaled $9,690, $11,404 and $4,125,
respectively. The General Partner will determine, on an ongoing basis, whether
allowable administrative expense reimbursements incurred in the future will be charged
to the Partnership.
In 1988 certain officers of the General Partner purchased 435 units of the
Partnership representing capital contributions of $217,500.
There were no acquisition fees paid or accrued by the Partnership for the years
ended December 31, 1995, 1994 and 1993.
</TABLE>
10. Tax Information (Unaudited)
[CAPTION]
<TABLE>
The following table reconciles net income for financial reporting purposes to
income for federal income tax purposes for the years ended December 31:
<S> <C> <C> <C>
1995 1994 1993
Net income per financial statements$ 84,037 $ 73,374 $ 93,046
Differences due to:
Direct finance leases 121,717 254,125 458,451
Depreciation (103,991) (160,389) (187,701)
Provision for losses 1,063 (1,131) (114,436)
Loss on sale of equipment (8,296) (65,756) (151,820)
Other - 11,174 33,352
Partnership income for
federal income tax purposes $ 94,530 $ 111,397 $ 130,892<PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
<TABLE>
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
<S><C>
As of December 31, 1995, the partners capital accounts included in the financial
statements totaled $194,476 compared to the partners capital accounts for federal
income tax purposes of $1,354,404 (unaudited). The difference arises primarily from
commissions reported as a reduction in the partners capital for financial reporting
purposes but not for federal income tax purposes, and temporary differences related to
direct finance leases, depreciation and provision for losses.<PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
(A Delaware Limited Partnership)
December 31, 1995
<TABLE>
<S><C>
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
None
PART III
Item 10.Directors and Executive Officers of the Registrant's General Partner
The General Partner, a Connecticut corporation, was formed in 1985. The General
Partner's principal offices are located at 600 Mamaroneck Avenue, Harrison, New York
10528-1632, and its telephone number is (914) 698-0600. The officers of the General
Partner have extensive experience with transactions involving the acquisition, leasing,
financing and disposition of equipment, including acquiring and disposing of equipment
subject to operating leases and full payout leases.
The manager of the Partnership's business is the General Partner. The General
Partner is engaged in a broad range of equipment leasing and financing activities.
Through its sales representatives and through various broker relationships throughout
the United States, the General Partner offers a broad range of equipment leasing
services, including tax-oriented leasing and financing. In addition, the General
Partner offers financial consulting and placement services for which fees are earned
as a result of successful placements of various secured financings and mortgages.
The General Partner is performing or causing to be performed certain functions
relating to the management of the equipment of the Partnership. Such services include
the collection of lease payments from the lessees of the equipment, releasing services
in connection with equipment which is off-lease, inspections of the equipment, liaison
with the general supervision of lessees to assure that the equipment is being properly
operated and maintained, supervision of maintenance being performed by third parties,
monitoring performance by the lessees of their obligations under the leases and the
payment of operating expenses.
The officers and directors of the General Partner are as follows:
Peter D. Beekman Chairman of the Board and President
Cortes E. DeRussy Executive Vice President and Director
Charles Duggan Executive Vice President, Chief Financial Officer
and Director
Susan H. Beekman Vice President, Secretary and Director
Gary N. Silverhardt Vice President and Controller <PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
(A Delaware Limited Partnership)
December 31, 1995
<TABLE>
<S><C>
Peter D. Beekman, age 57, has been Chairman of the Board and President of the
General Partner since its formation. He is also President, Director and sole
shareholder of International Consolidated Group, Inc., an affiliate of the General
Partner. Additionally, Mr. Beekman is the registered principal of ICON Securities,
Inc., the Dealer-Manager. Prior to forming International Consolidated Group, Inc., in
1979, Mr. Beekman was employed by Litton Industries Credit Corporation, where he was
responsible for equity syndications. Earlier, Mr. Beekman held marketing positions
with International Business Machines Corporation, Computer Investors Group, and other
equipment manufacturers and served as an officer in the United States Navy. He
received a B.S. degree from Worcester Polytechnic Institute.
Cortes E. DeRussy, age 56, has been Executive Vice President and Director of the
General Partner since its formation. Prior to joining the General Partner, Mr. DeRussy
was affiliated with Industralease Corporation for fourteen years, most recently as
President. Industralease Corporation was active in all aspects of equipment leasing
and financing, including tax-oriented lease projects and various forms of secured
lending transactions. He served as a First Lieutenant in the United States Army, had
been employed by Merrill Lynch, Pierce, Fenner & Smith and was President of Progressive
Data Services in Rochester, New York, a data processing concern specializing in
automating medium sized distribution companies. He received a B.B.A. degree from
Tulane University.
Charles Duggan, age 54, has been Executive Vice President, Chief Financial Officer
and Director of the General Partner since September 1986. Prior to joining the General
Partner, Mr. Duggan was Senior Vice President and Chief Financial Officer of CSA
Financial Corp., Boston, Massachusetts, from October 1985 to September 1986 and Vice
President-Finance and Treasurer of Finalco Group, Inc., McLean, Virginia, from April
1981 to October 1985. Prior to that he served in chief financial officer positions at
both International Paper Credit Corporation, Greenwich, Connecticut and Litton
Industries Credit Corporation, Stamford, Connecticut and earlier had worked for both
Touche Ross & Co. and Revlon, Inc. He received a B.S. degree from Fordham University
and is a Certified Public Accountant.
Susan H. Beekman, age 52, Mr. Beekman's wife, has been Vice President, Secretary and
Director of the General Partner since its formation. She has also served as Vice-
President and Secretary of International Consolidated Group, Inc. Ms. Beekman was
previously employed by American Telephone & Telegraph Company, International Business
Machines Corporation, and American Airlines, Inc. in various systems development and
programming decision positions. Ms. Beekman received a B.S. from Allegheny College and
a M.A. from Manhattanville College.
Gary N. Silverhardt, age 35, has been Vice President and Controller of the General
Partner since 1991. He joined the General Partner in 1989. Prior to joining the
General Partner, Mr. Silverhardt was previously employed by Coopers & Lybrand from 1985
to 1989, most recently as an Audit Supervisor. Prior to 1985, Mr. Silverhardt was
employed by Katz, Schneeberg & Co. from 1983 to 1985. Mr. Silverhardt received a B.S.
degree from the State University of New York at New Paltz in 1983 and is a Certified
Public Accountant.<PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
(A Delaware Limited Partnership)
December 31, 1995
[S]
Item 11. Executive Compensation
[CAPTION]
<TABLE>
The Partnership has no directors or officers. The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for costs
and expenses for the years ended December 31, 1995, 1994 and 1993.
<S> <C> <C> <C> <C> <C>
Type of
Entity Capacity Compensation 1995 1994 1993
ICON Capital Corp.General PartnerAdmin. expense
reimbursements$9,690 $11,404 $4,125
ICON Capital Corp.General PartnerInterest 9,113 - -
ICON Capital Corp.General PartnerManagement fees5,951 13,607 36,261
ICON Cash Flow
Partners, L.P.,Affiliated
Series C Partnership Interest - - 24,524
$24,754 $25,011 $64,910
</TABLE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
[CAPTION]
<TABLE>
(a) The Partnership is a limited partnership and therefore does not have voting
shares of stock. No person of record owns, or is known by the Partnership to
own beneficially, more than 5% of any class of securities of the Partnership.
(b) As of March 28, 1996, the Directors, and the Directors and Officers as a group,
of the General Partner own the equity securities of the Partnership set forth
in the following table:
<S> <C> <C> <C> <C>
Title Name of Beneficial Amount of Percent
of Class Owner Ownership of Class
Limited Peter D. Beekman $112,000 4.47%
Partnership
Interest
Limited Charles Duggan 50,000 2.00
Partnership
Interest
Limited Cortes E. DeRussy 44,500 1.78
Partnership
Interest
Limited Susan H. Beekman 11,000 0.43
Partnership
Interest
All Directors and
Officers as a group $217,500 8.68%<PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
(A Delaware Limited Partnership)
December 31, 1995
[CAPTION]
<TABLE>
(c) The General Partner owns the equity securities of the Partnership
set forth in the following table:
<S> <C> <C> <C>
Title Amount Beneficially Percent
of Class Owned of Class
General Partner Represents initially a 5% and 100%
Interest potentially a 15% interest in
the Partnership's income, gain
and loss deductions.
</TABLE>
<TABLE>
<S><C>
Profits, losses, cash distributions and disposition proceeds are
allocated 95% to the limited partners and 5% to the General Partner
until each investor has received cash distributions and disposition
proceeds sufficient to reduce its adjusted capital contribution account
to zero and receive, in addition, other distributions and allocations
which would provide a 10% per annum cumulative return, compounded daily,
on the outstanding adjusted capital contribution account. After such
time, the distributions will be allocated 85% to the limited partners
and 15% to the General Partner.
Item 13. Certain Relationships and Related Transactions
None other than those disclosed in Item 11 herein.<PAGE>
ICON Cash Flow Partners, L.P., Series A
</TABLE>
<PAGE>
(A Delaware Limited Partnership)
December 31, 1995
<TABLE>
<S> <C>
PART IV
Item 14. Exhibits, Reports and Amendments
(a) 1. Financial Statements - See accompanying index to financial statements,
Item 8.
2. Exhibits - The following exhibits are incorporated herein by references:
(i) Amended and Restated Agreement of Limited Partnership (Incorporated by
reference to Exhibit A to Amendment No. 2 to Form S-1 Registration
Statement No. 2-99858 filed with the Securities and Exchange Commission
on December 12, 1986).
(ii) Certificate of Limited Partnership of the Partnership (Incorporated
herein by reference to Exhibit 3.01 to Form S-1 Registration Statement
No. 2-99858 filed with the Securities and Exchange Commission on August
23, 1985 and to Exhibit 3.01 to Amendment No. 1 to Form S-1 Registration
Statement No. 2-99858 filed with the Securities and Exchange Commission
on August 27, 1986).
(iii) Form of Management Agreement between the Partnership and Crossgate
Leasing, Inc. (Incorporated herein by reference to Exhibit 10.01 to
Amendment No. 1 to Form S-1 Registration Statement No. 2-99858 filed with
the Securities and Exchange Commission on August 27, 1986).
(b) Reports and Amendments
The Partnership did not file any Reports or Amendments during 1995.
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ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1995
SIGNATURES
<S> <C>
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Partnership has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ICON CASH FLOW PARTNERS, L.P., SERIES A
File No. 2-99858 (Registrant)
By its General Partner, ICON Capital Corp.
Peter D. Beekman
Date: March 28, 1996 Peter D. Beekman
Chairman of the Board and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in the
capacity and on the dates indicated.
ICON Capital Corp.
sole General Partner of the Registrant
Date: March 28, 1996 Peter D. Beekman
Peter D. Beekman
Chairman of the Board and President
Date: March 28, 1996 Charles Duggan
Charles Duggan
Executive Vice President,
Chief Financial Officer and Director
Date: March 28, 1996 Cortes E. DeRussy
Cortes E. DeRussy
Executive Vice President and Director
Date: March 28, 1996 Susan H. Beekman
Susan H. Beekman
Vice President, Secretary and Director
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d)
of the Act by Registrant Which have not Registered Securities Pursuant to Section 12
of the Act
No annual report or proxy material has been sent to security holders. An annual report
will be sent to the limited partners and a copy will be forwarded to the Commission.
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