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, 1997
------------------------------------------------------
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>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1997
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 10-25
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 26
PART III
10. Directors and Executive Officers of the
Registrant's General Partner 26-27
11. Executive Compensation 27
12. Security Ownership of Certain Beneficial Owners
and Management 28
13. Certain Relationships and Related Transactions 28
PART IV
14. Exhibits, Reports and Amendments 29
SIGNATURES 30
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1997
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.
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.
In February and March 1995, the General Partner lent $75,000 and $100,000,
respectively, to the Partnership. Principal on the loans was to be repaid only
after the extended Reinvestment Period expired, and the limited partners
received at least a 6% return on their capital. These notes bore interest at the
lower of 6% or prime. In September 1997 the General Partner converted the
principal outstanding on the loan, $175,000, into a capital contribution. 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. Interest on
the loans was paid in November 1997.
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>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1997
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.
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 year ended December 31, 1996, the Partnership purchased and leased
or financed $15,297 of equipment, with a weighted average initial transaction
term of 20 months. At December 31, 1997 the weighted average initial transaction
term of the portfolio was 54 months. A summary of the portfolio equipment cost
by category held at December 31, 1997 and 1996 is as follows:
December 31, 1997 December 31, 1996
-------------------- ---------------------
Cost Percent Cost Percent
Manufacturing
& production ........... $198,530 29.4% $198,530 20.3%
Computer systems ......... 193,059 28.5 311,285 31.7
Retail systems ........... 99,794 14.8 255,038 26.0
Copiers .................. 53,149 7.9 53,149 5.4
Telecommunications ....... 41,535 6.1 41,535 4.2
Printing ................. 33,033 4.9 33,033 3.4
Material handling ........ 27,258 4.0 27,258 2.8
Video production ......... 16,975 2.5 44,248 4.5
Medical .................. 12,962 1.9 12,963 1.3
Sanitation ............... -- -- 3,571 0.4
-------- ----- -------- -----
$676,295 100.0% $980,610 100.0%
======== ===== ======== =====
The Partnership did not lease or finance any equipment to one lessee which
individually represents greater than 10% of the total portfolio equipment cost
at December 31, 1997.
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>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1997
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 1997.
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,
- -------------- ---------------------------------
1997 1996
---- ----
Limited partners 225 225
General Partner 1 1
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1997
Item 6. Selected Financial and Operating Data
Years Ended December 31,
---------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Total revenues ..... $ 122,935 $ 195,278 $ 203,905 $ 276,133 $ 435,212
========= ========= ========= ========= =========
Net income ......... $ 90,421 $ 136,746 $ 84,037 $ 73,374 $ 93,046
========= ========= ========= ========= =========
Net income
allocable to
limited partners .. $ 85,900 $ 129,909 $ 79,835 $ 69,705 $ 88,394
========= ========= ========= ========= =========
Net income
allocable to the
General Partner ... $ 4,521 $ 6,837 $ 4,202 $ 3,669 $ 4,652
========= ========= ========= ========= =========
Weighted average
limited partnership
units outstanding . 5,009 5,009 5,009 5,009 5,009
========= ========= ========= ========= =========
Net income
per weighted
average limited
partnership unit .. $ 17.15 $ 25.94 $ 15.94 $ 13.92 $ 17.65
========= ========= ========= ========= =========
Distributions to
limited partners . $ 225,405 $ 225,405 $ 225,533 $ 233,651 $ 356,915
========= ========= ========= ========= =========
Distributions to
General Partner .. $ 11,863 $ 11,863 $ 11,867 $ 12,297 $ 18,785
========= ========= ========= ========= =========
December 31,
---------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Total assets ... $ 137,992 $ 349,219 $ 599,104 $ 978,652 $1,482,002
========= ========= ========= ========= ==========
Partners' equity $ 122,107 $ 93,954 $ 194,476 $ 347,839 $ 95,413
========= ========= ========= ========= ==========
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
( A Delaware Limited Partnership)
December 31, 1997
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 95%, 5% and less than 1% of
total investments at December 31, 1997, respectively, and 85%, 15% and less than
1% of total investments at December 31, 1996, respectively. . Results of
Operations
Years Ended December 31, 1997 and 1996
Revenues for the years ended December 31, 1997 were $122,935, representing a
decrease of $72,343 or 37% from 1996. The decrease in revenues was attributable
to a decrease in finance income of $27,215 or 59%, and a decrease in net gain on
sales or remarketing of equipment of $59,661 or 42%. The decrease in revenues
was partially offset by an increase in interest income and other of $14,533 or
200%, which occurred as a result of the reversal of excess allowance for
doubtful accounts. The net gain on sales or remarketing of equipment decreased
due to a reduction in the number of leases maturing and the underlying equipment
being sold or remarketed for which the proceeds received were in excess of the
remaining carrying value of the equipment.
Expenses for the years ended December 31, 1997 were $32,514, representing a
decrease of $26,018 or 44% from 1996. The decrease in expenses was attributable
to a decrease in administrative expense reimbursement of $2,612 or 37%, a
decrease in interest expense of $7,217 or 48%, a decrease in management fees of
$1,502 or 37% and a decrease in general and administrative expenses of $14,687
or 46%. Administrative expense reimbursements, management fees and general and
administrative expenses decreased due to a decrease in the average size of the
portfolio from 1996 to 1997. The decrease in interest expense resulted from a
decrease in the average debt outstanding from 1996 to 1997.
Net income for the years ended December 31, 1997 and 1996 was $90,421 and
$136,746, respectively. The net income per weighted average limited partnership
unit was $17.15 and $25.94 for 1997 and 1996, respectively.
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
partial 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.
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1997
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.
Liquidity and Capital Resources
The Partnership's primary sources of funds in 1997, 1996 and 1995 were
net cash provided by operations of $109,929, $210,327 and $268,467,
respectively, proceeds from sales of equipment of $112,356, $202,787 and
$136,363, respectively, and General Partner loans totaling $175,000 in 1995.
These funds were used to fund cash distributions, purchase equipment and make
payments on borrowings. The Partnership intends to continue to purchase
additional equipment and to fund cash distributions, to the extent there are
sufficient funds available, utilizing cash provided by operations and proceeds
from sales of equipment.
In February and March 1995, the General Partner lent $75,000 and $100,000,
respectively, to the Partnership. Principal on the loans was to be repaid only
after the extended Reinvestment Period expired, and, the limited partners
received at least a 6% return on their capital. These notes bore interest at the
lower of 6% or prime. In September 1997 the General Partner converted the
principal outstanding on the loan, $175,000, into a capital contribution. 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. Interest on
the loans was paid in November 1997.
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.
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1997
Cash distributions to limited partners in 1997, 1996 and 1995, which were
paid quarterly, totaled $225,405, $225,405 and $225,533, respectively, of which
$85,900, $129,909 and $79,835 was investment income and $139,505, $95,496 and
$145,698 was a return of capital, respectively. The quarterly annualized
distribution rate to limited partners in 1997, 1996 and 1995 was 9.00%, of which
3.4%, 5.2% and 3.2% was investment income and 5.6%, 3.8% and 5.8% 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, 1997, 1996 and 1995 was $45.00,
$45.00 and $45.03 of which $17.15, $25.94 and $15.94 was investment income and
$27.85, $19.06 and $29.09 was a return of capital, respectively.
As of December 31, 1997, 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 and sales
of equipment, the Partnership will invest in equipment leases and financings
where it deems it to be prudent while retaining sufficient cash to meet its
reserve requirements and recurring obligations as they become due.
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1997
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page Number
Independent Auditors' Report 12
Balance Sheets as of December 31, 1997 and 1996 13
Statements of Operations for the Years Ended
December 31, 1997, 1996 and 1995 14
Statements of Changes in Partners' Equity for
the Years Ended December 31, 1997, 1996 and 1995 15
Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995 16-18
Notes to Financial Statements 19-25
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Financial Statements
December 31, 1997
(With Independent Auditors' Report Thereon)
<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, 1997 and
1996, 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,
1997. 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, 1997 and 1996, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1997, in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
------------------------------------
KPMG Peat Marwick LLP
March _, 1998
New York, New York
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Balance Sheets
(unaudited)
<TABLE>
1997 1996
---- ----
Assets
<S> <C> <C>
Cash .................................................. $ 89,212 $ 123,808
--------- ---------
Investment in financings
Receivables due in installments .................... 59,625 246,130
Unearned income .................................... (3,181) (21,268)
Allowance for doubtful accounts .................... (19,407) (20,420)
--------- ---------
37,037 204,442
--------- ---------
Investment in finance leases
Minimum rents receivable ........................... 4,062 29,868
Estimated unguaranteed residual values ............. -- 11,811
Unearned income .................................... (1,212) (3,160)
Allowance for doubtful accounts .................... (2,123) (24,123)
--------- ---------
727 14,396
--------- ---------
Investment in operating leases
Equipment, at cost ................................. 39,887 39,887
Accumulated depreciation ........................... (39,787) (39,787)
--------- ---------
100 100
--------- ---------
Other assets .......................................... 10,916 6,473
--------- ---------
Total assets .......................................... $ 137,992 $ 349,219
========= =========
Liabilities and Partners' Equity
Accounts payable - other .............................. $ 14,840 $ 13,075
Security deposits and deferred credits ................ 1,045 3,817
Accounts payable to General Partner and affiliates, net -- 43,760
Notes payable - General Partner ....................... -- 194,613
--------- ---------
15,885 255,265
--------- ---------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner .................................... 184,757 17,099
Limited partners (5,009 units outstanding,
$500 per unit original issue price) .............. (62,650) 76,855
--------- ---------
Total partners' equity ................................ 122,107 93,954
--------- ---------
Total liabilities and partners' equity ................ $ 137,992 $ 349,219
========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Statements of Operations
For the Years Ended December 31,
1997 1996 1995
---- ---- ----
Revenues
Net gain on sales or
remarketing of equipment .......... $ 82,576 $142,237 $ 74,970
Finance income ...................... 18,557 45,772 88,907
Interest income and other ........... 21,802 7,269 5,081
Rental income ....................... -- -- 34,947
-------- -------- --------
Total revenues ...................... 122,935 195,278 203,905
-------- -------- --------
Expenses
General and administrative .......... 34,565 32,252 36,641
Interest ............................ 7,875 15,092 39,350
Administrative expense reimbursements
- General Partner ................. 4,521 7,133 9,690
Management fees - General Partner ... 2,553 4,055 5,951
Depreciation ........................ -- -- 18,236
Provision for bad debts ............. (17,000) -- 10,000
-------- -------- --------
Total expenses ...................... 32,514 58,532 119,868
-------- -------- --------
Net income ............................. $ 90,421 $136,746 $ 84,037
======== ======== ========
Net income allocable to:
Limited partners .................... $ 85,900 $129,909 $ 79,835
General Partner ..................... 4,521 6,837 4,202
-------- -------- --------
$ 90,421 $136,746 $ 84,037
======== ======== ========
Weighted average number of limited
partnership units outstanding ....... 5,009 5,009 5,009
======== ======== ========
Net income per weighted average
limited partnership unit ............ $ 17.15 $ 25.94 $ 15.94
======== ======== ========
See accompanying notes to financial statements.
<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, 1997, 1996, and 1995
<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, 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
Conversion of General Partner
note payable to a
capital contribution - 175,000 175,000
Cash distributions
to partners $27.85 $17.15 (225,405) (11,863) (237,268)
Net income 85,900 4,521 90,421
--------- -------- ---------
Balance at
December 31, 1997 $ (62,650) $184,757 $ 122,107
========= ======== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Years Ended December 31,
<TABLE>
1997 1996 1995
---- ---- ----
Cash flows from operating activities:
<S> <C> <C> <C>
Net income ............................ $ 90,421 $ 136,746 $ 84,037
--------- --------- ---------
Adjustments to reconcile net income
to net cash provided by
operating activities:
Net gain on sales or remarketing
of equipment ....................... (82,576) (142,237) (74,970)
Depreciation ........................ -- -- 18,236
Allowance for doubtful accounts ..... (23,013) (9,301) (8,937)
Finance income portion of receivables
paid directly to lenders by lessees -- (3,863) (8,508)
Interest expense on non-recourse
financing paid directly by lessees . -- 2,508 7,036
Collection of principal -
non-financed receivables ........... 176,604 206,054 296,378
Changes in operating assets
and liabilities:
Accounts payable to General Partner
and affiliates, net ............. (43,760) 12,071 (49,780)
Accounts payable - other .......... 1,765 6,906 5,914
Security deposits and
deferred credits ................. (2,772) (2,807) (6,690)
Other, net ........................ (6,740) 4,250 5,751
--------- --------- ---------
Total adjustments ............... 19,508 73,581 184,430
--------- --------- ---------
Net cash provided by
operating activities ............. 109,929 210,327 268,467
--------- --------- ---------
Cash flows from investing activities:
Proceeds from sales of equipment ...... 112,356 202,787 136,363
Equipment and receivables purchased ... -- (15,297) (41,357)
--------- --------- ---------
Net cash provided by
investing activities ............. 112,356 187,490 95,006
--------- --------- ---------
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
For the Years Ended December 31,
<TABLE>
1997 1996 1995
---- ---- ----
Cash flows from financing activities:
<S> <C> <C> <C>
Cash distributions to partners .......... (237,268) (237,268) (237,400)
Principal payments on term loan ......... -- (116,500) (303,500)
Proceeds from General Partner loans ..... -- -- 175,000
Accrued interest paid on
General Partner loan .................. (19,613) -- --
--------- --------- ---------
Net cash used in financing activities (256,881) (353,768) (365,900)
--------- --------- ---------
Net increase (decrease) in cash ............ (34,596) 44,049 (2,427)
Cash, beginning of year .................... 123,808 79,759 82,186
--------- --------- ---------
Cash, end of year .......................... $ 89,212 $ 123,808 $ 79,759
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
<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 $7,875, $15,092 and $39,350 for the years ended
December 31, 1997, 1996 and 1995, respectively, consisted of: interest expense
on non-recourse financing paid directly to lenders by lessees of $0, $2,508 and
$7,036, respectively, interest on the term loan/revolving credit facility of $0,
$2,084 and $23,201, respectively, and interest on General Partner loans of
$7,875, $10,500 and $9,113 in 1997, 1996 and 1995, respectively.
During the years ended December 31, 1997, 1996 and 1995, non-cash
activities included the following:
<TABLE>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Principal and interest on finance
receivables paid directly to
lender by lessee $ -- $ 40,625 $ 54,165
Principal and interest on non-recourse
financing paid directly by lessee -- (40,625) (54,165)
Conversion of principal portion of notes
payable - General Partner to a capital
contribution 175,000 -- --
Capital contribution - General Partner (175,000) -- --
---------- ---------- ---------
$ -- $ -- $ --
========== ========== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements
December 31, 1997
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 would be allocated 85%
to the limited partners and 15% to the General Partner.
2. 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).
3. 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.
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
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 termination. 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 ("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
liabilities is not provided because (i) SFAS No. 107 does not require
disclosures about the fair value of lease arrangements and (ii) the carrying
value of financial assets, other than lease related investments, and liabilities
approximates market value.
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 such
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 became effective beginning in 1996.
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
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.
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.
New Accounting Pronouncements - 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. SFAS No. 125 is effective for all transfers occurring after
December 31, 1996. The adoption of SFAS No. 125 did not have a material impact
on the Partnership's net income, partners' equity or total assets.
4. General Partner Capital Contribution
In February and March 1995, the General Partner lent $75,000 and $100,000,
respectively, to the Partnership. Principal on the loans was to be repaid only
after the extended Reinvestment Period expired, and, the limited partners
received at least a 6% return on their capital. These notes bore interest at the
lower of 6% or prime. In September 1997 the General Partner converted the
principal outstanding on the loan, $175,000, into a capital contribution. 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. Accrued
interest of $27,487 on the loans was paid in November 1997.
5. Receivables Due in Installments
Non-cancelable minimum annual amounts due on financings and finance leases
are as follows:
Finance
Year Financings Leases Total
1998 $ 47,941 $ 4,062 $ 52,003
1999 9,897 - 9,897
2000 1,787 - 1,787
-------- ------- --------
$ 59,625 $ 4,062 $ 63,687
======== ======= ========
<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, 1997, 1996 and 1995
consisted of the following:
1997 1996 1995
---- ---- ----
Equipment cost, beginning of year $ 39,887 $ 67,298 $ 67,298
Equipment sold .................. -- (27,411) --
-------- -------- --------
Equipment cost, end of year ..... 39,887 39,887 67,298
-------- -------- --------
Accumulated depreciation,
beginning of year ............. (39,787) (63,386) (45,150)
Depreciation .................... -- -- (18,236)
Equipment sold .................. -- 23,599 --
-------- -------- --------
Accumulated depreciation,
end of year ................... (39,787) (39,787) (63,386)
-------- -------- --------
Investment in operating leases,
end of year ................... $ 100 $ 100 $ 3,912
======== ======== ========
The investment in operating leases at December 31, 1997 and 1996 related to
a lease with Richman Gordman Stores, Inc. The lease term expired in 1995. The
lease is currently on renewal and it is expected that the underlying equipment
will be remarketed in 1998.
<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, 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
Transfer within accounts ........ 15,000 (15,000) -- --
Accounts written-off ............ (6,013) -- -- (6,013)
Reversal of allowance
for doubtful accounts ......... (10,000) (7,000) -- (17,000)
-------- -------- -------- --------
Balance at December 31, 1997 .......... $ 19,407 $ 2,123 $ 1,212 $ 22,742
======== ======== ======== ========
</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>
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, 1997, 1996 and 1995, the Partnership
accrued to the General Partner management fees of $2,553, $4,055 and $5,951 and
administrative expense reimbursements of $4,521, $7,133 and $9,690,
respectively. These items were charged to operations.
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 are not accruable in future years.
In February and March 1995, the General Partner lent $75,000 and $100,000,
respectively, to the Partnership. Principal on the loans was to be repaid only
after the extended Reinvestment Period expired, and, the limited partners
received at least a 6% return on their capital. These notes bore interest at the
lower of 6% or prime. In September 1997 the General Partner converted the
principal outstanding on the loan, $175,000, into a capital contribution. 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. Accrued
interest of $27,487 on the loans was paid in November 1997.
There were no acquisition fees paid or accrued by the Partnership for the
years ended December 31, 1997, 1996 and 1995.
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>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Net income per financial statements $ 90,421 $ 136,746 $ 84,037
Differences due to:
Direct finance leases 24,972 60,629 121,717
Depreciation (15,273) - (103,991)
Provision for losses (23,013) 9,356 1,063
Loss on sale of equipment (12,498) (8,208) (8,296)
Other (1,791) - -
--------- ---------- ----------
Partnership income for
federal income tax purposes $ 62,818 $ 198,523 $ 94,530
========= ========== ==========
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
As of December 31, 1997, the partners' capital accounts included in the
financial statements totaled $122,107 compared to the partners' capital accounts
for federal income tax purposes of $1,141,205 (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
(A Delaware Limited Partnership)
December 31, 1997
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 Senior Vice President and Chief Financial Officer
Beaufort J. B. Clarke, age 51, 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>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1997
Thomas W. Martin, age 43, 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 13 years of senior management experience in
the leasing business, particularly in the area of syndication.
Paul B. Weiss, age 37, 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 37, is Senior 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.
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, 1997, 1996 and 1995.
<TABLE>
Type of
Entity Capacity Compensation 1997 1996 1995
- ----------------- --------------- ---------------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
ICON Capital Corp. General Partner Admin. expense
Reimbursements $ 4,521 $ 7,113 $ 9,690
ICON Capital Corp. General Partner Interest 7,875 10,500 9,113
ICON Capital Corp. General Partner Management fees 2,553 4,055 5,951
------- ------- -------
$14,949 $21,668 $24,754
======= ======= =======
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1997
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 20, 1998, 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 of Class Amount Beneficially Owned Percent of Class
- ------------------------ ------------------------------ ----------------
General Partner Interest Represents initially a 5% and 100%
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>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1997
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. 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 year
ended December 31, 1997.
<PAGE>
ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership)
December 31, 1997
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 31, 1998 /s/ 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 31, 1998 /s/ Beaufort J. B. Clarke
-------------------------------------------------
Beaufort J. B. Clarke
President, Chief Executive Officer and Director
Date: March 31, 1998 /s/ Thomas W. Martin
-------------------------------------------------
Thomas W. Martin
Executive Vice President and Director
Date: March 31, 1998 /s/ Gary N. Silverhardt
-------------------------------------------------
Gary N. Silverhardt
Senior 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>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000775346
<NAME> ICON Cash Flow Partners, L.P., Series A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 89,212
<SECURITIES> 0
<RECEIVABLES> 71,086
<ALLOWANCES> 21,530
<INVENTORY> 0
<CURRENT-ASSETS> * 0
<PP&E> 39,887
<DEPRECIATION> 39,787
<TOTAL-ASSETS> 137,992
<CURRENT-LIABILITIES> ** 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 122,107
<TOTAL-LIABILITY-AND-EQUITY> 137,992
<SALES> 101,133
<TOTAL-REVENUES> 122,935
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 24,639
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,875
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 90,421
<EPS-PRIMARY> 17.15
<EPS-DILUTED> 17.15
<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>
