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, 1996
-----------------------------------------------------
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 Identification Number)
incorporation or organization)
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 1
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
TABLE OF CONTENTS
Item Page
PART I
1. Business 3-4
2. Properties 4
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 7-9
8. Financial Statements and Supplementary Data 10-24
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 25
PART III
10. Directors and Executive Officers of the
Registrant's General Partner 25-26
11. Executive Compensation 26
12. Security Ownership of Certain Beneficial Owners
and Management 27
13. Certain Relationships and Related Transactions 27
PART IV
14. Exhibits, Reports and Amendments 28
SIGNATURES 29
Page 2
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
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 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.
Page 3
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
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.
Lease and Financing Transactions
For the years ended December 31, 1996 and 1995, the Partnership purchased
and leased or financed $15,297 and $41,357 of equipment, respectively, with a
weighted average initial transaction term of 20 and 50 months, respectively. At
December 31, 1996 the weighted average initial transaction term of the portfolio
was 49 months. A summary of the portfolio equipment cost by category held at
December 31, 1996 and 1995 is as follows:
December 31, 1996 December 31, 1995
----------------------- -------------------------
Cost Percent Cost Percent
---- ------- ---- -------
Computer systems $ 311,285 31.7% $ 419,384 29.6%
Retail systems 255,038 26.0 299,712 21.2
Manufacturing
& production 198,530 20.3 231,721 16.4
Copiers 53,149 5.4 170,387 12.0
Video production 44,248 4.5 85,713 6.1
Telecommunications 41,535 4.2 26,238 1.9
Printing 33,033 3.4 33,034 2.3
Material handling 27,258 2.8 54,079 3.8
Medical 12,963 1.3 25,128 1.8
Sanitation 3,571 0.4 41,675 2.9
Office furniture
& fixtures - - 28,431 2.0
--------- -------- ---------- ------
$ 980,610 100.0% $1,415,502 100.0%
========= ===== ========== =====
At December 31, 1996, the Partnership did not lease or finance any equipment
which individually represents greater than 10% of the total portfolio equipment
cost at December 31, 1996.
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.
Page 4
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
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 during the fourth
quarter of 1996.
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.
Number of Equity Security Holders
Title of Class as of December 31,
1996 1995
---- ----
Limited partners 225 225
General Partner 1 1
Page 5
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
Item 6. Selected Financial and Operating Data
Years Ended December 31,
<TABLE>
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total revenues $ 195,278 $ 203,905 $ 276,133 $ 435,212 $ 294,307
=========== ============ =========== ============ ===========
Net income (loss) $ 136,746 $ 84,037 $ 73,374 $ 93,046 $ (80,509)
=========== ============ =========== ============ ===========
Net income (loss)
allocable to
limited partners $ 129,909 $ 79,835 $ 69,705 $ 88,394 $ (76,484)
=========== ============ =========== ============ ===========
Net income (loss)
allocable to the
General Partner $ 6,837 $ 4,202 $ 3,669 $ 4,652 $ (4,025)
=========== ============ =========== ============ ===========
Weighted average
limited partnership
units outstanding 5,009 5,009 5,009 5,009 5,009
=========== ============ =========== ============ ===========
Net income (loss)
per weighted
average limited
partnership unit $ 25.94 $ 15.94 $ 13.92 $ 17.65 $ (15.27)
=========== ============ =========== ============ ===========
Distributions to
limited partners $ 225,405 $ 225,533 $ 233,651 $ 356,915 $ 385,108
=========== ============ =========== ============ ===========
Distributions to
General Partner $ 11,863 $ 11,867 $ 12,297 $ 18,785 $ 20,269
=========== ============ =========== ============ ===========
December 31,
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Total assets $ 349,219 $ 599,104 $ 978,652 $ 1,482,002 $ 1,248,433
=========== ============ ============= ============= ============
Partners' equity $ 93,954 $ 194,476 $ 347,839 $ 395,413 $ 678,067
=========== ============ ============= ============= ============
</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 6
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
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 85%, 15% and less than 1% of
total investments at December 31, 1996, respectively, and 71%, 28% and 1% of
investments at December 31, 1995, respectively.
For the years ended December 31, 1996 and 1995, the Partnership leased or
financed equipment with initial costs of $15,297 and $41,357 and weighted
average initial transaction terms of 20 and 50 months, respectively, to 2
lessees or equipment users for both 1996 and 1995.
Results of Operations for the Years Ended December 31, 1996 and 1995
Revenues for the year ended December 31, 1996 were $195,278, representing a
decrease of $8,627 or 4% from 1995. The decrease in revenues was attributable to
a decrease in finance income of $43,135 or 49% and a decrease in rental income
of $34,947 or 100% from 1995. The decrease in revenue was partially offset by an
increase in net gain on sales or remarketing of equipment of $67,267 or 90% and
an increase in interest income and other of $2,188 or 43%. Finance income
decreased due to the decreased investment in finance leases and financings. The
decrease in rental income resulted from the Partnership's reduced investment in
operating leases. The 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. Interest income and
other increased due to an increase in the average cash balance from 1995 to
1996.
Expenses for the year ended December 31, 1996 were $58,532, representing a
decrease of $61,336 or 51% from 1995. The decrease in expenses was primarily
attributable to a decrease in interest expense of $24,258 or 62%, a decrease in
depreciation expense of $18,236 or 100%, a decrease in the provision for bad
debts of $10,000 or 100%, a decrease in general and administrative expense of
$4,389 or 12%, a decrease in administrative expense reimbursements of $2,557 or
26% and a decrease in management fees of $1,896 from 1995. Interest expense
decreased due to a decrease in the average debt outstanding from 1995 to 1996.
Depreciation expense decreased due to the Partnership's reduced investment in
operating leases. As a result of an analysis of delinquency, an assessment of
overall risk and a review of historical losses experience, it was determined
that no provision for bad debts was required in 1996. General and administrative
expense, administrative expense reimbursements, and management fees decreased
due to the decrease in the average size of the portfolio.
Net income for the years ended December 31, 1996 and 1995 was $136,746 and
$84,037, respectively. The net income per weighted average limited partnership
unit was $25.94 and $15.94 for 1996 and 1995, respectively.
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
Page 7
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
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 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 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.
Liquidity and Capital Resources
The Partnership's primary sources of funds in 1996, 1995 and 1994 were net
cash provided by operations of $210,327, $268,467, and $301,679, respectively,
proceeds from sales of equipment of $202,787, $136,363, and $216,200,
respectively, General Partner loans totaling $175,000 in 1995, borrowings
related to a term loan of $720,000 in 1994, 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.
Page 8
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
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.
The Partnership had notes payable of $194,613 and $352,271 at December 31,
1996 and 1995, respectively, and such amounts consisted of $194,613 and $184,113
in General Partner loans, $0 and $116,500 in term loans and $0 and $51,658 in
non-recourse notes, respectively.
In December 1994, the consent of the limited partners was solicited to amend
the Limited Partnership Agreement of which 151 investors, representing a 74%
majority of the limited partnership units outstanding, responded affirmatively
and the amendments were adopted, effective January 31, 1995. The amendments: (1)
extend the Reinvestment Period from six years to eight to ten years, (2) allow
the General Partners to lend to the Partnership for a term which can exceed
twelve months, up to $250,000 and (3) decrease management fees to a flat rate of
1% for all investments under management.
Cash distributions to limited partners in 1996, 1995 and 1994, which were
paid quarterly, totaled $225,405, $225,533, and $233,651, respectively, of which
$129,909, $79,835, and $69,705 was investment income and $95,496, $145,698, and
$163,946 was a return of capital, respectively. The quarterly annualized
distribution rate to limited partners was 9.00%, 9.00% and 9.33%, of which 5.2%,
3.2% and 2.78% was investment income and 3.8%, 5.82% and 6.55% 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, 1996, 1995 and 1994 was $45.00,
$45.03 and $46.65 of which $25.94, $15.94 and $13.92 was investment income and
$19.06, $29.09 and $32.73 was a return of capital, respectively.
As of December 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.
Accounting Developments
In June 1996 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." SFAS No. 125
establishes, among other things, criteria for determining whether a transfer of
financial assets is a sale or a secured borrowing effective for all transfers
occurring after December 31, 1996. The adoption of SFAS No. 125 is not expected
to have a material impact on the Partnership's net income, partners' equity or
total assets.
Page 9
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page Number
Independent Auditors' Report 12
Balance Sheets as of December 31, 1996 and 1995 13
Statements of Operations for the Years Ended
December 31, 1996, 1995 and 1994 14
Statements of Changes in Partners' Equity for
the Years Ended December 31, 1996, 1995 and 1994 15
Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994 16-18
Notes to Financial Statements 19-24
Page 10
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Financial Statements
December 31, 1996
(With Independent Auditors' Report Thereon)
Page 11
<PAGE>
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, 1996 and
1995, 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,
1996. 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, 1996 and 1995, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1996, in conformity with generally accepted accounting principles.
March 7, 1997
New York, New York
Page 12
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Balance Sheets
December 31,
1996 1995
---- ----
Assets
Cash $ 123,808 $ 79,759
----------- -----------
Investment in financings
Receivables due in installments 246,130 439,936
Unearned income (21,268) (54,157)
Allowance for doubtful accounts (20,420) (19,920)
----------- -----------
204,442 365,859
----------- -----------
Investment in finance leases
Minimum rents receivable 29,868 132,210
Estimated unguaranteed residual values 11,811 36,724
Unearned income (3,160) (15,940)
Allowance for doubtful accounts (24,123) (15,322)
----------- -----------
14,396 137,672
----------- -----------
Investment in operating leases
Equipment, at cost 39,887 67,298
Accumulated depreciation (39,787) (63,386)
----------- -----------
100 3,912
----------- -----------
Other assets 6,473 11,902
----------- -----------
Total assets $ 349,219 $ 599,104
=========== ===========
Liabilities and Partners' Equity
Notes payable - General Partner $ 194,613 $ 184,113
Accounts payable to General Partner
and affiliates, net 43,760 31,689
Accounts payable - other 13,075 14,044
Security deposits and deferred credits 3,817 6,624
Note payable - term loan - 116,500
Notes payable - non-recourse - 51,658
----------- -----------
255,265 404,628
----------- -----------
Commitments and contingencies
Partners' equity
General Partner 17,099 22,125
Limited partners (5,009 units outstanding,
$500 per unit original issue price) 76,855 172,351
----------- -----------
Total partners' equity 93,954 194,476
----------- -----------
Total liabilities and partners' equity $ 349,219 $ 599,104
=========== ===========
See accompanying notes to financial statements.
Page 13
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Statements of Operations
For the Years Ended December 31,
<TABLE>
1996 1995 1994
---- ---- ----
Revenues
<S> <C> <C> <C>
Net gain on sales or
remarketing of equipment $ 142,237 $ 74,970 $ 87,985
Finance income 45,772 88,907 139,690
Interest income and other 7,269 5,081 10,325
Rental income - 34,947 38,133
---------- ---------- -----------
Total revenues 195,278 203,905 276,133
---------- ---------- -----------
Expenses
General and administrative 32,252 36,641 34,468
Interest 15,092 39,350 63,423
Administrative expense reimbursements
- General Partner 7,133 9,690 11,404
Management fees - General Partner 4,055 5,951 13,607
Amortization of initial direct costs - - 27
Depreciation - 18,236 46,330
Provision for bad debts - 10,000 33,500
---------- ---------- -----------
Total expenses 58,532 119,868 202,759
---------- ---------- -----------
Net income $ 136,746 $ 84,037 $ 73,374
---------- ========== ===========
Net income allocable to:
Limited partners $ 129,909 $ 79,835 $ 69,705
General Partner 6,837 4,202 3,669
---------- ---------- -----------
$ 136,746 $ 84,037 $ 73,374
========== ========== ===========
Weighted average number of limited
partnership units outstanding 5,009 5,009 5,009
========== ========== ===========
Net income per weighted average
limited partnership unit $ 25.94 $ 15.94 $ 13.92
========== ========== ===========
</TABLE>
See accompanying notes to financial statements.
Page 14
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Years Ended December 31, 1996, 1995, and 1994
<TABLE>
Limited Partner
Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
(Per weighted average unit)
<S> <C> <C> <C> <C> <C>
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
Cash distributions
to partners $ 19.06 $ 25.94 (225,405) (11,863) (237,268)
Net income 129,909 6,837 136,746
------------ ---------- ------------
Balance at
December 31, 1996 $ 76,855 $ 17,099 $ 93,954
============ ========== ============
</TABLE>
See accompanying notes to financial statements.
Page 15
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Years Ended December 31,
<TABLE>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 136,746 $ 84,037 $ 73,374
------------ ------------- ------------
Adjustments to reconcile net income
to net cash provided by
operating activities:
Net gain on sales or remarketing
of equipment (142,237) (74,970) (87,985)
Depreciation - 18,236 46,330
Allowance for doubtful accounts (9,301) (8,937) 2,778
Finance income portion of receivables
paid directly to lenders by lessees (3,863) (8,508) (13,373)
Interest expense on non-recourse
financing paid directly by lessees 2,508 7,036 12,939
Collection of principal -
non-financed receivables 206,054 296,378 288,240
Changes in operating assets
and liabilities:
Accounts payable to General Partner
and affiliates, net 12,071 (49,780) 39,185
Accounts payable - other 6,906 5,914 (6,764)
Security deposits and
deferred credits (2,807) (6,690) (45,345)
Other, net 4,250 5,751 (7,700)
------------ ------------- ------------
Total adjustments 73,581 184,430 228,305
------------ ------------- ------------
Net cash provided by
operating activities 210,327 268,467 301,679
------------ ------------- ------------
Cash flows from investing activities:
Proceeds from sales of equipment 202,787 136,363 216,200
Equipment and receivables purchased (15,297) (41,357) (19,532)
------------ ------------- ------------
Net cash provided by
investing activities 187,490 95,006 196,668
------------ ------------- ------------
Cash flows from financing activities:
Cash distributions to partners (237,268) (237,400) (245,948)
Principal payments on term loan (116,500) (303,500) (300,000)
Proceeds from General Partner loans - 175,000 -
Proceeds from term loan - - 720,000
Page 16
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
For the Years Ended December 31,
1996 1995 1994
---- ---- ----
General Partner capital contributions - - 125,000
Principal payments on revolving
credit facility - - (810,000)
------------ ------------- ------------
Net cash used in financing activities (353,768) (365,900) (510,948)
------------ ------------- ------------
Net increase (decrease) in cash 44,049 (2,427) (12,601)
Cash at beginning of year 79,759 82,186 94,787
------------ ------------- ------------
Cash at end of year $ 123,808 $ 79,759 $ 82,186
============ ============= ============
</TABLE>
See accompanying notes to financial statements.
Page 17
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Statements of Cash Flows (Continued)
Supplemental Disclosures of Cash Flow Information
Interest expense of $15,092, $39,350, and $63,423 for the years ended
December 31, 1996, 1995 and 1994, respectively, consisted of: interest expense
on non-recourse financing paid directly to lenders by lessees of $2,508, $7,036
and $12,939, respectively, interest on the term loan/revolving credit facility
of $2,084, $23,201 and $50,357, respectively, interest on General Partner loans
of $10,500 and $9,113 in 1996 and 1995, respectively and other interest of $127
in 1994.
During the years ended December 31, 1996, 1995 and 1994, non-cash activities
included the following:
<TABLE>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Principal and interest on finance
receivables paid directly to
lender by lessee ...................... $ 40,625 $ 54,165 $ 60,587
Principal and interest on non-recourse
financing paid directly by lessee ..... (40,625) (54,165) (60,587)
Transfer of equipment from
operating lease ....................... -- -- 3,384
Transfer to other assets ................ -- -- (3,384)
Non-recourse notes payable assumed in
purchase price ........................ -- -- 1,073
Fair value of equipment and receivables
purchased for debt and payables ....... -- -- (1,073)
-------- -------- --------
$ -- $ -- $ --
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
Page 18
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements
December 31, 1996
1. Organization
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 Partnership's 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.
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
Page 19
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
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 ("SFAS") No. 107, "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments. Fair value information with respect to the Company's 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 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 - In March 1995, the FASB issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," which is effective beginning in 1996.
The Partnership's policy with respect to impairment of estimated residual
values is to review, on a quarterly basis, the carrying value of its residuals
on an individual asset basis to determine whether events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable and, therefore, an impairment loss should be recognized. The events
or changes in circumstances which generally indicate that the residual value of
an asset has been impaired are (i) the estimated fair value of the underlying
equipment is less than the Partnership's carrying value or (ii) the lessee is
experiencing financial difficulties and it does not appear likely that the
estimated proceeds from disposition of the asset will be sufficient to satisfy
the remaining obligation to the non-recourse lender and the Partnership's
residual position. Generally in the latter situation, the residual position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental payments directly to the lender and the Partnership
does not recover its residual until the non-recourse note obligation is repaid
in full.
Page 20
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
The Partnership measures its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be
received by the Partnership from release or resale of the equipment. Generally,
quoted market prices are used as the basis for measuring whether an impairment
loss should be recognized.
As a result, the Partnership's policy with respect to measurement and
recognition of an impairment loss associated with estimated residual values is
consistent with the requirements of SFAS No. 121 and, therefore, the
Partnership's adoption of this Statement in the first quarter of 1996 had no
material effect on the financial statements.
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. This contribution 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.
5. Receivables Due in Installments
Non-cancelable minimum annual amounts due on financings and finance leases
are as follows:
Finance
Year Financings Leases Total
1997 $ 190,581 $ 23,868 $ 214,449
1998 46,615 6,000 52,615
1999 7,147 - 7,147
2000 1,787 - 1,787
----------- ----------- -----------
$ 246,130 $ 29,868 $ 275,998
=========== =========== ===========
Page 21
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
6. Investment in Operating Leases
The investment in operating leases at December 31, 1996, 1995 and 1994
consisted of the following:
<TABLE>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Equipment cost, beginning of year $ 67,298 $ 67,298 $ 128,413
Equipment sold (27,411) - (7,012)
Equipment transferred to
equipment off lease - - (54,103)
----------- ------------ ------------
Equipment, end of year 39,887 67,298 67,298
----------- ------------ ------------
Accumulated depreciation,
beginning of year (63,386) (45,150) (55,081)
Depreciation - (18,236) (46,330)
Equipment sold 23,599 - 5,542
Equipment transferred to equipment
off lease - - 50,719
----------- ------------ ------------
Accumulated depreciation,
end of year (39,787) (63,386) (45,150)
----------- ------------ ------------
Investment in operating leases,
end of year $ 100 $ 3,912 $ 22,148
=========== ============ ============
</TABLE>
Page 22
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
7. Allowance for Doubtful Accounts
The allowance for doubtful accounts related to the investments in
financings, finance leases and operating leases consisted of the following:
<TABLE>
Finance Operating
Financings Leases Leases Total
<S> <C> <C> <C> <C>
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
Accounts written-off - (29) - (29)
Recovery on accounts previously
written-off 500 8,830 - 9,330
--------- --------- --------- --------
Balance at December 31, 1996 $ 20,420 $ 24,123 $ 1,212 $ 45,755
========= ========= ========= ========
</TABLE>
8. Notes Payable
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 plus 1%. 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 bore
interest at prime, plus 1.5%. The term loan was retired with a final payment in
April 1996.
See Note 9 for information pertaining to the Notes Payable - General
Partner.
Page 23
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
9. Related Party Transactions
During the years ended December 31, 1996, 1995 and 1994, the Partnership
accrued to the General Partner management fees of $4,055, $5,951 and $13,607 and
administrative expense reimbursements of $7,133, $9,690 and $11,404,
respectively. These items were charged to operations.
The payment of management fees to the General Partner have been deferred
since September 1, 1993 and as of December 31, 1996, these unpaid fees totaled
$35,528.
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%) and the allowable rates per the
Partnership Agreement (2% or 5%) of rents, totaled $10,231 for the year ended
December 31, 1996. These foregone management fees are not accruable in future
years.
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 $10,500 and $9,113 in interest related to these loans for
1996 and 1995, respectively.
There were no acquisition fees paid or accrued by the Partnership for the
years ended December 31, 1996, 1995 and 1994.
10. Tax Information (Unaudited)
The following table reconciles net income for financial reporting purposes
to income for federal income tax purposes for the years ended December 31:
<TABLE>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Net income per financial statements $ 136,746 $ 84,037 $ 73,374
Differences due to:
Direct finance leases 60,629 121,717 254,125
Depreciation - (103,991) (160,389)
Provision for losses 9,356 1,063 (1,131)
Loss on sale of equipment (8,208) (8,296) (65,756)
Other - - 11,174
----------- ------------- -------------
Partnership income for
federal income tax purposes $ 198,523 $ 94,530 $ 111,397
=========== ============= =============
</TABLE>
As of December 31, 1996, the partners' capital accounts included in the
financial statements totaled $93,954 compared to the partners' capital accounts
for federal income tax purposes of $1,315,655 (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 24
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
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:
Beaufort J.B. Clarke President, Chief Executive Officer and Director
Thomas W. Martin Executive Vice President and Director
Paul B. Weiss Executive Vice President
Gary N. Silverhardt Vice President and Chief Financial Officer
Neil A. Roberts Director
Tim Spring Director
Beaufort J. B. Clarke, age 50, is President, Chief Executive Officer and
Director of both the General Partner and ICON Securities Corp. (the
"Dealer-Manager"). Prior to his present position, Mr. Clarke was founder and the
President and Chief Executive Officer of Griffin Equity Partners, Inc. Mr.
Clarke formerly was an attorney with Shearman and Sterling and has over 20 years
of senior management experience in the United States leasing industry.
Page 25
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
Thomas W. Martin, age 42, is Executive Vice President of both the General
Partner and the Dealer-Manager. Prior to his present position, Mr. Martin was
the Executive Vice President and Chief Financial Officer of Griffin Equity
Partners, Inc. Mr. Martin has over 12 years of senior management experience in
the leasing business, particularly in the area of syndication.
Paul B. Weiss, age 36, is Executive Vice President of the General Partner.
Mr. Weiss has been exclusively engaged in lease portfolio acquisitions since
1988 from his affiliations with Griffin Equity Partners (as Executive Vice
President and co-founder in 1993); Gemini Financial Holdings (as Senior Vice
President-Portfolio Acquisitions and a member of the executive committee from
1991-1993) and Pegasus Capital Corporation (as Vice President-Portfolio
Acquisitions).
Gary N. Silverhardt, age 36, is Vice President and Chief Financial Officer
of the General Partner. 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.
Neil A. Roberts, age 47, has been the Managing Director of Summit Asset
Management Limited, a subsidiary of The Summit Group PLC, since 1991. Mr.
Roberts has over 25 years of experience in the leasing and finance business,
including positions with Kleinwort Benson Group, the United Kingdom subsidiary
of Hongkong and Shanghai Banking Corporation and Chemical Bank.
Timothy R. Spring, age 39, has been the Commercial Director of Summit Asset
Management Limited, a subsidiary of The Summit Group PLC, since 1991. Mr. Spring
has over 13 years of leasing experience in the United Kingdom. He was formerly
Lease Commercial Director at Kleinwort Benson Group, the United Kingdom
subsidiary of Hongkong and Shanghai Banking Corporation and Chemical Bank.
Item 11. Executive Compensation
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, 1996, 1995 and 1994.
<TABLE>
<S> <C> <C> <C> <C> <C>
Type of
Entity Capacity Compensation 1996 1995 1994
------ -------- ------------ ---- ---- ----
ICON Capital Corp. General Partner Admin. expense
reimbursements $ 7,113 $ 9,690 $ 11,404
ICON Capital Corp. General Partner Interest 10,500 9,113 -
ICON Capital Corp. General Partner Management fees 4,055 5,951 13,607
--------- --------- ---------
$ 21,668 $ 24,754 $ 25,011
========= ========= =========
</TABLE>
Page 26
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
Item 12. Security Ownership of Certain Beneficial Owners and Management
(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 7, 1997, Directors and Officers of the General Partner do not
own any equity securities of the Partnership.
(c) The General Partner owns the equity securities of the Partnership set forth
in the following table:
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.
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 27
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements - See Part II, Item 8 hereof.
2. Financial Statement Schedule - None.
Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set
forth therein is included in the Financial Statements or Notes thereto.
3. Exhibits - The following exhibits are incorporated herein by reference:
(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 on Form 8-K
No reports on Form 8-K were filed by the Partnership during the quarter
ended December 31, 1996.
Page 28
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1996
SIGNATURES
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.
Date: March 28, 1997 Beaufort J.B. Clarke
-----------------------------------------
Beaufort J.B. Clarke
President, Chief Executive Officer
and Director
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, 1997 Beaufort J.B. Clarke
------------------------------------------
Beaufort J.B. Clarke
President, Chief Executive Officer
and Director
Date: March 28, 1997 Thomas W. Martin
------------------------------------------
Thomas W. Martin
Executive Vice President and Director
Date: March 28, 1997 Gary N. Silverhardt
------------------------------------------
Gary N. Silverhardt
Vice President and Chief Financial Officer
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.
Page 29
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000775346
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1996
<CASH> 123,808
<SECURITIES> 0
<RECEIVABLES> 269,854
<ALLOWANCES> 44,543
<INVENTORY> 0
<CURRENT-ASSETS> * 0
<PP&E> 39,887
<DEPRECIATION> 39,787
<TOTAL-ASSETS> 349,219
<CURRENT-LIABILITIES> ** 0
<BONDS> 194,613
0
0
<COMMON> 0
<OTHER-SE> 93,954
<TOTAL-LIABILITY-AND-EQUITY> 349,219
<SALES> 195,278
<TOTAL-REVENUES> 195,278
<CGS> 1,562
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 41,878
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,092
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 136,746
<EPS-PRIMARY> 25.94
<EPS-DILUTED> 25.94
<FN>
* The Partnership has an unclassified balance sheet in its financial
statements due to the nature of its industry. A value of "0" was used for
current assets and liabilities.
** The Partnership has an unclassified balance sheet in its financial
statements due to the nature of its industry. A value of "0" was used for
current assets and liabilities.
</FN>
</TABLE>
