UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended March 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________________ to ______________________
Commission File Number 33-28145
ICON Cash Flow Partners, L.P., Series B
(Exact name of registrant as specified in its charter)
Delaware 13-3518939
(State or other jurisdiction of IRS Employer
incorporation or organization) Identification Number)
600 Mamaroneck Avenue, Harrison, New York 10528-1632
(Address of principal executive offices) (Zip code)
(914) 698-0600
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[ x] Yes [ ] No
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
PART I - FINANCIAL INFORMATION
The following financial statements of ICON Cash Flow Partners, L.P.,
Series B (the "Partnership") have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC") and, in the
opinion of management, include all adjustments (consisting only of normal
recurring accruals) necessary for a fair statement of income for each period
shown. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such SEC rules and
regulations. Management believes that the disclosures made are adequate to make
the information represented not misleading. The results for the interim period
are not necessarily indicative of the results for the full year. These financial
statements should be read in conjunction with the financial statements and notes
included in the Partnership's 1995 Annual Report on Form 10-K.
- 2 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
March 31, 1996
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
The Partnership's portfolio consisted of a net investment in finance
leases, financings, equity investment in joint venture and operating leases
representing 55%, 28%, 17% and less than 1% of total investments at March 31,
1996, respectively, and 76%, 9%, 14% and 1% of total investments at March 31,
1995, respectively.
For the three months ended March 31, 1995, the Partnership leased or
financed equipment with an initial cost of $892,566 to 13 lessees or equipment
users and invested $1,000,000 in a joint venture. The Partnership did not lease
or finance equipment for the three months ended March 31, 1996.
Results of Operations for the Three Months Ended March 31, 1996 and 1995
Revenues for the three months ended March 31, 1996 were $203,064,
representing a decrease of $165,262 or 45% from 1995. The decrease in revenues
resulted primarily from a decrease in finance income of $63,214 or 44%, a
decrease in net gain on sales or remarketing of equipment of $53,046 or 34%, a
decrease in rental income of $28,593 or 100%, a decrease in income from equity
investment in joint venture of $11,624 or 63% and a decrease in interest income
and other of $8,785 or 42%. Finance income and rental income decreased due to a
decrease in the average size of the portfolio from 1995 to 1996. The decrease in
net gain on sales or remarketing of equipment resulted from 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 remained relatively
constant from 1995 to 1996. The decrease in income from equity investment in
joint venture resulted from a decrease in the average size of the portfolio
under investment.
Expenses for the three months ended March 31, 1996 were ($174,813),
representing a decrease of $367,506 from 1995. The decrease in expenses resulted
primarily from a reversal of accrued and unpaid management fees of $228,906.
This reversal was attributable to the solicitation of an affirmative vote of the
limited partners to amend the Partnership agreement. The amendment, which was
adopted on March 20, 1996, is effective from and after November 15, 1995, and
specifically eliminates the Partnership's obligation to pay such fees. The
decrease in expenses also resulted from a decrease in interest expense of
$46,462 or 74%, a decrease in the provision for bad debts of $25,000 or 100%, a
decrease in amortization of initial direct costs of $20,814 or 100%, a decrease
in depreciation expense of $14,945 or 100%, and a decrease in administrative
expense reimbursements of $10,489 or 45% from 1995. Interest expense decreased
due to a decrease in the average debt outstanding from 1995 to 1996. As a result
of an analysis of delinquency, an assessment of overall risk and a review of
historical loss experience, it was determined that no provision for bad debts
was required for the three months ended March 31, 1996. Amortization of initial
direct costs, depreciation expense, and administrative expense reimbursements
decreased due to the decrease in the average size of the portfolio.
- 3 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
March 31, 1996
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
Net income for the three months ended March 31, 1996 and 1995 was $377,877
and $175,633, respectively. The net income per weighted average limited
partnership unit was $1.87 and $.87 for 1996 and 1995, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the three months ended
March 31, 1996 and 1995 were net cash provided by operations of $218,842 and
$71,062, respectively and proceeds from sales of equipment of $335,194 and
$797,368, respectively. These funds were used to purchase equipment, to make an
investment in a joint venture, to fund cash distributions and to make payments
on borrowings. The Partnership intends to continue to purchase additional
equipment and to fund cash distributions utilizing funds from cash provided by
operations and proceeds from sales of equipment.
Cash distributions to limited partners for the three months ended March
31, 1996 and 1995, which were paid monthly, totaled $449,550 and $450,000,
respectively, of which $374,098 and $173,877 was investment income and $75,452
and $276,123 was a return of capital, respectively. The monthly cash
distribution rate was 9.00%, of which 7.50% and 3.48% was investment income and
1.50% and 5.52% 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 three months ended
March 31, 1996 and 1995 was $2.25, of which $1.87 and $.87 was investment income
and $.38 and $1.38 was a return of capital, respectively.
- 4 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
March 31, 1996
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
The Partnership's Reinvestment Period expired on November 15, 1995, five
years after the Final Closing Date. The General Partner distributed a Definitive
Consent Statement to the Limited Partners to solicit approval of two amendments
to the Partnership Agreement. As of March 20, 1996 these amendments were agreed
to and are effective from and after November 15, 1995. The amendments: (1)
extend the Reinvestment Period for a maximum of four additional years and
likewise delay the start and end of the Liquidation Period, and (2) eliminate
the Partnership's obligation to pay the General Partner $220,000 of the $347,000
accrued and unpaid management fees as of November 15, 1995, and $171,000 of
additional management fees which would otherwise accrue during the present
Liquidation Period. The portion of the accrued and unpaid management fees that
would be payable to the General Partner, or $127,000 ($347,000 less $220,000)
will be returned to the Partnership in the form of an additional Capital
Contribution by the General Partner.
On February 3, 1995, the Partnership and two affiliates, ICON Cash Flow
Partners, L.P., Series C ("Series C"), and ICON Cash Flow Partners L.P. Six
("L.P. Six") formed ICON Asset Acquisition L.L.C. I ("ICON Asset Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring, managing and securitizing a portfolio
of leases. The Partnership, Series C and L.P. Six contributed $1,000,000 (8.93%
interest), $1,500,000 (13.39% interest) and $8,700,000 (77.68% interest),
respectively, to ICON Asset Acquisition LLC. ICON Asset Acquisition LLC
established a warehouse line of credit with ContiTrade Services Corp. with a
maximum amount available of $20,000,000.
On February 17, 1995, ICON Asset Acquisition LLC purchased 975 finance
leases of an existing portfolio from First Sierra Financial, Inc. utilizing
$16,273,793 of proceeds from the warehouse line, $10,857,427 in contributions
received from the Partnership and affiliates and $723,046 in cash adjustments at
closing, (relating primarily to rents received by the seller from lessees prior
to closing and for the benefit of ICON Asset Acquisition LLC.) The purchase
price of the portfolio totaled $27,854,266, and the underlying equipment
consists of graphic arts and printing equipment. The terms of the leases in this
portfolio range from 12 to 72 months. ICON Asset Acquisition LLC acquired lease
contracts which were less than 60 days delinquent and which met the
Partnership's overall credit underwriting criteria. The purchase price of the
portfolio was determined by discounting the future contractual cash flows. All
such leases are net leases and are reported and accounted for as finance leases.
The Partnership accounts for its investment in ICON Asset Acquisition LLC as an
equity investment.
- 5 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
March 31, 1996
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
On September 5, 1995, ICON Asset Acquisition LLC securitized substantially
all of its portfolio. Proceeds from the securitization were used to pay down its
existing line of credit and excess proceeds were returned to the Partnership
based on its pro rata interest. ICON Asset Acquisition LLC became the beneficial
owner of a trust and the Prudential Insurance Company of America ("Prudential")
is treated as the lender to the trust. The trustee for the trust is Texas
Commerce Bank ("TCB"). In conjunction with this securitization, the portfolio,
as well as the General Partner's servicing capabilities, were rated "A" by Duff
& Phelps, a nationally recognized rating agency. The General Partner, as
servicer, is responsible for managing, servicing, reporting on, and
administering the portfolio. All monies received from the portfolios are
remitted to TCB. TCB is responsible for disbursing to Prudential its respective
principal and interest, and to ICON Asset Acquisition LLC, the excess of cash
collected over debt service from the portfolio. ICON Asset Acquisition LLC
accounts for this investment as an investment in finance leases and financings.
Prudential's investment in the trust is accounted for as non-recourse debt on
ICON Asset Acquisition LLC's books and records. All monies received and remitted
to TCB from the securitized portfolio are accounted for as a reduction in
related finance lease and financing receivables and all amounts paid to
Prudential by TCB are accounted for as a reduction of non-recourse debt.
As of March 31, 1996, except as noted above, there were no known trends or
demands, commitments, events or uncertainties which are likely to have any
material effect on liquidity. As cash is realized from operations, sales of
equipment and borrowings, the Partnership will invest in equipment leases and
financings where it deems it to be prudent while retaining sufficient cash to
meet its reserve requirements and recurring obligations as they become due.
- 6 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Balance Sheets
(unaudited)
March 31, December 31,
1996 1995
Assets
Cash $ 960,475 $ 860,530
----------- -----------
Investment in finance leases
Minimum rents receivable .................. 2,060,391 2,315,053
Estimated unguaranteed
residual values ......................... 248,997 498,371
Initial direct costs ...................... -- 4
Unearned income ........................... (272,920) (322,848)
Allowance for doubtful accounts ........... (145,992) (116,767)
----------- -----------
1,890,476 2,373,813
Investment in financings
Receivables due in installments ........... 1,245,980 1,356,663
Unearned income ........................... (201,096) (230,908)
Allowance for doubtful accounts ........... (47,798) (47,798)
----------- -----------
997,086 1,077,957
Equity investment in joint venture ........... 588,302 751,860
----------- -----------
Investment in operating leases
Equipment, at cost ........................ 125,592 125,592
Accumulated depreciation .................. (124,955) (124,955)
----------- -----------
637 637
----------- -----------
Other assets ................................. 22,581 4,905
----------- -----------
Total assets $ ............................... 4,459,557 $ 5,069,702
=========== ===========
Liabilities and Partners' Equity
Notes payable - non-recourse $ ............... 638,972 $ 802,012
Accounts payable to General Partner
and affiliates, net ....................... 138,198 392,686
Accounts payable - other ..................... 147,120 199,455
Security deposits and
deferred credits .......................... 42,705 106,773
----------- -----------
966,995 1,500,926
- 7 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Balance Sheets (continued)
(unaudited)
Commitments and Contingencies
Partners' equity (deficiency)
General Partner .......................... (137,046) (136,284)
Limited partners (199,800 and
200,000 units outstanding,
$100 per unit original
issue price in 1995 and 1994,
respectively) ......................... 3,629,608 3,705,060
----------- -----------
Total partners' equity ..................... 3,492,562 3,568,776
----------- -----------
Total liabilities and
partners' equity ........................ $ 4,459,557 $ 5,069,702
=========== ===========
See accompanying notes to financial statements.
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<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Statements of Operations
For the Three Months Ended March 31,
(unaudited)
1996 1995
Revenues
Net gain on sales or remarketing
of equipment .............................. $ 104,571 $ 157,617
Finance income .............................. 79,665 142,879
Income from equity investment
in joint venture .......................... 6,838 18,462
Interest income and other ................... 11,990 20,775
Rental income ............................... -- 28,593
--------- ---------
Total revenues .............................. 203,064 368,326
--------- ---------
Expenses
General and administrative .................. 25,110 22,942
Interest .................................... 16,008 62,470
Administrative expense
reimbursements - General Partner .......... 12,971 23,460
Amortization of initial
direct costs .............................. 4 20,818
Management fees - General Partner ........... (228,906) 23,058
Depreciation ................................ -- 14,945
Provision for bad debts ..................... -- 25,000
--------- ---------
Total expenses .............................. (174,813) 192,693
--------- ---------
Net income $ .................................. 377,877 $ 175,633
========= =========
Net income allocable to:
Limited partners ............................ $ 374,098 $ 173,877
General Partner ............................. 3,779 1,756
--------- ---------
$ 377,877 $ 175,633
========= =========
Weighted average number of limited
partnership units outstanding ............... 199,800 200,000
========= =========
Net income per weighted average
limited partnership unit .................... $ 1.87 $ .87
========= =========
See accompanying notes to financial statements.
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<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Three Months Ended March 31, 1996 and
the Years Ended December 31, 1995, 1994 and 1993
(unaudited)
Limited Partner
Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
(Per weighted
average unit)
Balance at
December 31, 1992 $ 8,539,241 $ (87,492) $ 8,451,749
Cash distributions
to partners $11.19 $1.14 (2,466,667) ( 24,917) (2,491,584)
Net income 228,481 2,308 230,789
------------ -------- ----------
Balance at
December 31, 1993 6,301,055 (110,101) 6,190,954
Cash distributions
to partners $7.07 $1.93 (1,800,000) (18,182) (1,818,182)
Net income 386,136 3,900 390,036
------------ -------- ----------
Balance at
December 31, 1994 4,887,191 (124,383) 4,762,808
Cash distributions
to partners $5.89 $3.11 (1,799,763) (18,180) (1,817,943)
Limited partnership
units redeemed
(200 units) (3,967) - (3,967)
Net income 621,599 6,279 627,878
------------ -------- ----------
Balance at
December 31, 1995 3,705,060 (136,284) 3,568,776
Cash distributions
to partners $ .38 $1.87 (449,550) (4,541) (454,091)
Net income 374,098 3,779 377,877
------------ -------- ----------
Balance at
March 31, 1996 $ 3,629,608 $(137,046) $3,492,562
============ ========= ==========
See accompanying notes to financial statements.
- 10 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Three Months Ended March 31,
(unaudited)
1996 1995
---- ----
Cash flows from operating activities:
Net income ................................... $ 377,877 $ 175,633
----------- -----------
Adjustments to reconcile net income
to net cash provided by
operating activities:
Finance income portion of receivables
paid directly to lenders by lessees .... (17,950) (77,527)
Amortization of initial direct costs ...... 4 20,818
Net gain on sales or
remarketing of equipment ................ (104,571) (157,617)
Interest expense on non-recourse
financing paid directly by lessees ..... 16,008 53,882
Collection of principal
- non-financed receivables .............. 132,508 244,707
Income from equity investment
in joint venture ........................ (6,838) (18,462)
Distribution from equity
investment in joint venture ............. 170,396 --
Depreciation .............................. -- 14,945
Interest expense accrued
on non-recourse debt .................... -- 8,588
Changes in operating assets
and liabilities:
Allowance for doubtful accounts ........ 2,725 22,799
Accounts payable to General Partner
and affiliates, net .................. (254,488) 7,217
Accounts payable - other ............... (52,335) (21,533)
Security deposits and
deferred credits ..................... (64,068) (160,239)
Other, net ............................. 19,574 (42,149)
----------- -----------
Total adjustments ..................... (159,035) (104,571)
----------- -----------
Net cash provided by
operating activities .................... 218,842 71,062
----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment ............. 335,194 797,368
Equipment and receivables purchased .......... -- (849,153)
Investment in joint venture .................. -- (1,000,000)
----------- -----------
Net cash provided by (used in)
investing activities .................... 335,194 (1,051,785)
----------- -----------
- 11 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
For the Three Months Ended March 31,
(unaudited)
1996 1995
---- ----
Cash distributions to partners ......... (454,091) (454,545)
----------- -----------
Net cash used in
financing activities .............. (454,091) (454,545)
----------- -----------
Net increase (decrease) in cash .......... 99,945 (1,435,268)
Cash at beginning of period .............. 860,530 2,391,405
----------- -----------
Cash at end of period .................... $ 960,475 $ 956,137
=========== ===========
See accompanying notes to financial statements.
- 12 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
(unaudited)
Supplemental Disclosures of Cash Flow Information
During the three months ended March 31, 1996 and 1995, non-cash activities
included the following:
1996 1995
---- ----
Principal and interest on direct finance
receivables paid directly to lenders by lessees .... $ 102,460 $ 478,459
Principal and interest on non-recourse financing
paid directly by lessees ............................ (102,460) (478,459)
Decrease in notes payable non-recourse
due to terminations ................................ (44,572) 299,115
Decrease in security deposits
and deferred credits ............................... 44,572 (299,115)
--------- ---------
$ - $ -
========= =========
Interest expense for the three months ended March 31, 1996 and 1995
consisted of interest expense on non-recourse financing accrued or paid directly
to lenders by lessees of $16,008 and $62,470, respectively.
- 13 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Notes to Financial Statements
March 31, 1996
(unaudited)
1. Basis of Presentation
The financial statements included herein should be read in conjunction with
the Notes to Financial Statements included in the Partnership's 1995 Annual
Report on Form 10-K and have been prepared in accordance with the accounting
policies stated therein.
2. Investment in Joint Venture
The Partnership Agreement allows the Partnership to invest in joint ventures
with other limited partnerships sponsored by the General Partner provided that
the investment objectives of the joint ventures are consistent with that of the
Partnership.
On February 3, 1995, the Partnership and two affiliates, ICON Cash Flow
Partners, L.P., Series C ("Series C"), and ICON Cash Flow Partners L.P. Six
("L.P. Six") formed ICON Asset Acquisition L.L.C. I ("ICON Asset Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring, managing and securitizing a portfolio
of leases. The Partnership, Series C and L.P. Six contributed $1,000,000 (8.93%
interest), $1,500,000 (13.39% interest) and $8,700,000 (77.68% interest),
respectively, to ICON Asset Acquisition LLC. ICON Asset Acquisition LLC
established a warehouse line of credit with ContiTrade Services Corp. with a
maximum amount available of $20,000,000.
On February 17, 1995, ICON Asset Acquisition LLC purchased 975 finance
leases of an existing portfolio from First Sierra Financial, Inc. utilizing
$16,273,793 of proceeds from the warehouse line, $10,857,427 in contributions
received from the Partnership and affiliates and $723,046 in cash adjustments at
closing, (relating primarily to rents received by the seller from lessees prior
to closing and for the benefit of ICON Asset Acquisition LLC.) The purchase
price of the portfolio totaled $27,854,266, and the underlying equipment
consists of graphic arts and printing equipment. The terms of the leases in this
portfolio range from 12 to 72 months. ICON Asset Acquisition LLC acquired lease
contracts which were less than 60 days delinquent and which met the
Partnership's overall credit underwriting criteria. The purchase price of the
portfolio was determined by discounting the future contractual cash flows. All
such leases are net leases and are reported and accounted for as finance leases.
The Partnership accounts for its investment in ICON Asset Acquisition LLC as an
equity investment.
- 14 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
On September 5, 1995, ICON Asset Acquisition LLC securitized substantially
all of its portfolio. Proceeds from the securitization were used to pay down its
existing line of credit and excess proceeds were returned to the Partnership
based on its pro rata interest. ICON Asset Acquisition LLC became the beneficial
owner of a trust and the Prudential Insurance Company of America ("Prudential")
is treated as the lender to the trust. The trustee for the trust is Texas
Commerce Bank ("TCB"). In conjunction with this securitization, the portfolio,
as well as the General Partner's servicing capabilities, were rated "A" by Duff
& Phelps, a nationally recognized rating agency. The General Partner, as
servicer, is responsible for managing, servicing, reporting on, and
administering the portfolio. All monies received from the portfolio are remitted
to TCB. TCB is responsible for disbursing to Prudential its respective principal
and interest, and to ICON Asset Acquisition LLC, the excess of cash collected
over debt service from the portfolio. ICON Asset Acquisition LLC accounts for
this investment as an investment in finance leases and financings. Prudential's
investment in the trust is accounted for as non-recourse debt on ICON Asset
Acquisition LLC's books and records. All monies received and remitted to TCB
from the securitized portfolio are accounted for as a reduction in related
finance lease and financing receivables and all amounts paid to Prudential by
TCB are accounted for as a reduction of non-recourse debt. Information as to the
financial position and results of operations of ICON Asset Acquisition LLC as of
and for the three months ended March 31, 1996 is summarized below:
March 31, 1996
Assets $20,348,480
Liabilities 13,758,762
Equity $ 6,589,718
===========
Three Months Ended
March 31, 1996
Net income $ 76,571
==========
3. Amendment to Partnership Agreement
The Partnership's Reinvestment Period expired on November 15, 1995, five
years after the Final Closing Date. The General Partner distributed a Definitive
Consent Statement to the Limited Partners to solicit approval of two amendments
to the Partnership Agreement. These amendments were agreed to and are effective
from and after November 15, 1995. The amendments: (1) extend the Reinvestment
Period for a maximum of four additional years and likewise delay the start and
end of the Liquidation Period, and (2) eliminate the Partnership's obligation to
pay the General Partner $220,000 of the $347,000 accrued and unpaid management
- 15 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
fees as of November 15, 1995, and $171,000 of additional management fees which
would otherwise accrue during the present Liquidation Period. The portion of the
accrued and unpaid management fees that would be payable to the General Partner,
or $127,000 ($347,000 less $220,000) will be returned to the Partnership in the
form of an additional Capital Contribution by the General Partner.
4. Related Party Transactions
For the three months ended March 31, 1996, due to the approval of the
amendments as discussed in Note 3, the Partnership reversed accrued and unpaid
management fees in the amount of $228,906. During the three months ended March
31, 1995, the Partnership paid or accrued to the General Partner management fees
of $23,058 and administrative expense reimbursements $23,460. These fees and
reimbursements were charged to operations. The payment of the remaining
management fees have been deferred and as of March 31, 1996, $127,000 in
management fees have been accrued but not paid (see Note 2).
The Partnership and two affiliates, Series E and L.P. Six, formed a joint
venture, ICON Asset Acquisition LLC (see Note 2 for additional information
relating to the joint venture).
For the three months ended March 31, 1996 and 1995, there were no
acquisition fees paid or accrued by the Partnership.
- 16 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
PART II
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults Upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None
Item 6 - Reports and Amendments
The Partnership did not file any Reports or Amendments for the three months
ended March 31, 1996.
- 17 -
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ICON CASH FLOW PARTNERS, L.P., SERIES B
File No. 33-28145 (Registrant)
By its General Partner,
ICON Capital Corp.
July 8, 1996 Charles Duggan
_____________ _______________________________
Date Charles Duggan
Executive Vice President and
Chief Financial Officer
(Principal financial and account officer of the
General Partner of the Registrant)
- 18 -
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 960,475
<SECURITIES> 0
<RECEIVABLES> 3,081,352
<ALLOWANCES> 193,790
<INVENTORY> 22,581
<CURRENT-ASSETS> 0
<PP&E> 125,592
<DEPRECIATION> 124,955
<TOTAL-ASSETS> 4,459,557
<CURRENT-LIABILITIES> 0
<BONDS> 638,972
0
0
<COMMON> 0
<OTHER-SE> 3,492,562
<TOTAL-LIABILITY-AND-EQUITY> 4,459,557
<SALES> 203,064
<TOTAL-REVENUES> 203,064
<CGS> 4
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (190,825)
<LOSS-PROVISION> 0
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</TABLE>
