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, 1998
------------------------------------------------------
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 0-27822
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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 (I.R.S. Employer
incorporation or organization) Identification Number)
600 Mamaroneck Avenue, Harrison, New York 10528-1632
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914)698-0600
-----------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class Name of each exchange
on which registered
- --------------------------------- ----------------------------------------
- --------------------------------- ----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(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 B
(A Delaware Limited Partnership)
December 31, 1998
TABLE OF CONTENTS
Item Page
PART I
1. Business 3-4
2. Properties 5
3. Legal Proceedings 5
4. Submission of Matters to a Vote of Security Holders 5
PART II
5. Market for the Registrant's Securities and Related
Security Holder Matters 5
6. Selected Financial and Operating Data 6
7. General Partner's Discussion and Analysis of Financial
Condition and Results of Operations 7-10
8. Financial Statements and Supplementary Data 11-24
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, Financial Statement Schedules and Reports on Form 8-K 27-28
SIGNATURES 29
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
December 31, 1998
PART I
Item 1. Business
General Development of Business
ICON Cash Flow Partners, L.P., Series B (the "Partnership") was formed in
March 1989 as a Delaware limited partnership. The Partnership commenced business
operations on its initial closing date, September 22, 1989, with the admission
of 12,414.89 limited partnership units. Between October 1, 1989 and December 31,
1989, 16,647.07 additional units were admitted. Between January 1, 1990 and
November 16, 1990 (the final closing date), 170,938.04 additional units were
admitted bringing the final admission to 200,000 units totaling $20,000,000 in
capital contributions. In 1995 the Partnership redeemed 200 units leaving
199,800 limited partnership units outstanding. The sole general partner is ICON
Capital Corp. (the "General Partner").
The Partnership's original reinvestment period was to expire 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. A majority of the limited partnership
units outstanding responded affirmatively and the amendments were adopted. These
amendments are effective from and after November 15, 1995 and include: (1)
extending the reinvestment period for a maximum of four additional years and
likewise delaying the start and end of the liquidation period, and (2)
eliminating the Partnership's obligation to pay the General Partner a portion of
accrued and unpaid management fees, and any additional management fees which
would otherwise accrue. The portion of the accrued and unpaid management fees
that is still payable to the General Partner will be returned to the Partnership
in the form of an additional capital contribution by the General Partner.
Narrative Description of Business
The Partnership is an equipment leasing income fund. The principal
investment objective of the Partnership is to obtain the maximum economic return
from its investments for the benefit of its limited partners. To achieve this
objective the Partnership attempted to: (1) acquire a diversified portfolio of
short-term, high-yield investments; (2) make monthly cash distributions to its
limited partners from cash from operations, when cash is available, commencing
with each limited partner's admission to the Partnership and continuing through
the extended reinvestment period; (3) re-invest substantially all undistributed
cash from operations and cash from sales in additional equipment and financing
transactions during the extended reinvestment period; and (4) sell the
Partnership's investments and distribute the cash from sales of such investments
to its limited partners during the liquidation period.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
December 31, 1998
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 greater financial
resources.
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, 1998 and 1997, the Partnership purchased
and leased or financed $0 and $822,592 of equipment, respectively, with a
weighted average initial transaction term of 0 months and 26 months,
respectively. At December 31, 1998, 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, 1998 and 1997 is as follows:
December 31, 1998 December 31, 1997
---------------------- ---------------------
Category Cost Percent Cost Percent
- -------- ---- ------- ---- -------
Telecommunications $ 779,093 29.1% $ 926,764 24.3%
Restaurant equipment 716,351 26.7 735,121 19.3
Manufacturing & production 417,539 15.6 573,572 15.0
Computer systems 282,799 10.6 486,519 12.8
Video production 118,211 4.4 137,291 3.6
Printing 103,602 3.9 127,549 3.3
Office furniture & fixtures 85,494 3.2 446,075 11.7
Medical 59,574 2.2 89,861 2.4
Automotive 55,776 2.1 55,776 1.5
Retail systems 47,457 1.7 167,119 4.4
Office equipment 14,569 .5 14,569 .4
Material handling - - 26,533 .7
Audio - - 24,542 .6
----------- ----- ----------- -----
$ 2,680,465 100.0% $ 3,811,291 100.0%
=========== ===== =========== =====
The Partnership has one lease which individually represents greater than 10%
of the total portfolio equipment cost at December 31, 1998. The lease is with
Hometown Buffet, Inc.; the underlying equipment is restaurant equipment and the
purchase price of the equipment represents 23.1% of the total portfolio
equipment cost at December 31, 1998.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
December 31, 1998
Item 2. Properties
The Partnership neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs.
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 1998.
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,
- -------------- ---------------------------------
1998 1997
---- ----
Limited partners 1,748 1,760
General Partner 1 1
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
December 31, 1998
Item 6. Selected Financial and Operating Data
<TABLE>
Years Ended December 31,
---------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total revenues $ 400,618 $ 562,650 $ 519,663 $1,196,522 $1,616,676
=========== =========== =========== ========== ==========
Net income $ 263,893 $ 356,326 $ 549,384 $ 627,878 $ 390,036
=========== =========== =========== ========== ==========
Net income allocable to
limited partners $ 261,254 $ 352,763 $ 543,890 $ 621,599 $ 386,136
=========== =========== =========== ========== ==========
Net income allocable to the
General Partner $ 2,639 $ 3,563 $ 5,494 $ 6,279 $ 3,900
=========== =========== =========== ========== ==========
Weighted average limited
partnership units
outstanding 199,800 199,800 199,800 199,986 200,000
=========== =========== =========== ========== ==========
Net income per weighted
average limited
partnership unit $ 1.31 $ 1.77 $ 2.72 $ 3.11 $ 1.93
========== =========== =========== ========== ==========
Distributions to limited
partners $ 682,648 $ 1,798,200 $ 1,798,200 $1,799,763 $1,800,000
========== =========== =========== ========== ==========
1,800,000
Distributions to the
General Partner $ 6,895 $ 18,164 $ 18,164 $ 18,180 $ 18,182
========== =========== =========== ========== ==========
December 31,
----------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Total assets $ 1,143,670 $ 2,066,633 $ 2,887,443 $5,069,702 $10,144,096
=========== =========== =========== ========== ===========
Partners' equity $ 416,108 $ 841,758 $ 2,301,796 $3,568,776 $4,762,808
=========== =========== =========== ========== ==========
</TABLE>
The above selected financial and operating data should be read in
conjunction with the financial statements and related notes appearing elsewhere
in this report.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
December 31, 1998
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 finance leases
and financings of 68% and 32% of total investments, respectively, at December
31, 1998 compared to 64% and 36% of total investments, respectively, at December
31, 1997.
For the years ended December 31, 1998 and 1997, the Partnership purchased
and leased or financed equipment with initial costs of $0 and $822,592,
respectively, to 0 and 93 lessees or equipment users, respectively.
Results of Operations for the Years Ended December 31, 1998 and 1997
Revenues for the year ended December 31, 1998 were $400,618, representing a
decrease of $162,032 or 29% from 1997. The decrease in revenues was attributable
to a decrease in finance income of $99,266 or 36%, a decrease in net gain on
sales or remarketing of equipment of $39,999 or 17%, a decrease in income from
equity investment in joint venture of $14,232 or 100%, and a decrease in
interest income and other of $8,535 or 19% from 1997. Finance income decreased
due to a decrease in the average size of the portfolio from 1997 to 1998. The
net gain on sales or remarketing of equipment decreased due to a decrease in the
number of leases maturing in which the underlying equipment was sold or
remarketed and proceeds received were in excess of the remaining carrying value
of the equipment. The decrease in income from equity investment in joint venture
resulted from the Partnership's 1997 sale of its investment in the joint
venture. The decrease in interest income and other resulted from a decrease in
the average cash balance from 1997 to 1998.
Expenses for the year ended December 31, 1998 were $136,725, representing a
decrease of $69,599 or 34% from 1997. The decrease in expenses was attributable
to a decrease in interest expense of $29,195 or 27%, a decrease in
administrative expense reimbursements of $19,321 or 49%, and a reversal in 1998
of the allowance for doubtful accounts of $36,892. The decreases in these
expenses were partially offset by an increase in general and administrative
expenses of $15,809 or 26%. The decrease in interest expense resulted from a
decrease in the average debt outstanding from 1997 to 1998. Administrative
expense reimbursements and general and administrative expenses decreased due to
a decrease in the average size of the portfolio from 1997 to 1998. The reversal
of the allowance for doubtful accounts resulted from the ongoing analysis of
delinquency trends and loss experience, an assessment of overall credit risk and
the continued decline in portfolio balance. The increase in general and
administrative expenses was related to increases in legal fees, collection
expenses and tax related costs.
Net income for the years ended December 31, 1998 and 1997 was $263,893 and
$356,326, respectively. The net income per weighted average limited partnership
unit was $1.31 and $1.77 for 1998 and 1997, respectively.
Results of Operations for the Years Ended December 31, 1997 and 1996
Revenues for the year ended December 31, 1997 were $562,650, representing an
increase of $42,987 or 8% from 1996. The increase in revenues was attributable
to an increase in net gain on sales or remarketing of equipment of $51,951 or
29% and an increase in interest income and other of $20,655 or 81% from 1996.
Results were also affected by a decrease in finance income of $33,640 or 11% and
an increase in income from equity investment in joint venture of $4,021 or 39%
from 1996. The net gain on sales or remarketing of equipment increased due to an
increase in the number of leases maturing in which the underlying equipment was
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
December 31, 1998
sold or remarketed and proceeds received were in excess of the remaining
carrying value of the equipment. The increase in interest income and other
resulted from an increase in the average cash balance from 1996 to 1997, an
increase in the collection of late charges from 1996 to 1997, and miscellaneous
income related to a reversal of accrued sales tax payable in 1997. Finance
income decreased due to a decrease in the average size of the portfolio from
1996 to 1997. The increase in income from equity investment in joint venture
resulted from the gain recognized on the sale of the Partnership's investment.
Expenses for the year ended December 31, 1997 were $206,324, representing a
change of $236,045 from 1996. The change in expenses resulted primarily from the
1996 reversal of accrued and unpaid management fees of $228,906, resulting in a
net $29,721 credit for that year. This reversal was attributable to the 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
increase in expenses was also attributable to an increase in interest expense of
$61,249 or 134%, which resulted from an increase in the average debt outstanding
from 1996 to 1997. The increase in expenses was offset by a decrease in general
and administrative expense of $42,874 or 42% and a decrease in administrative
expense reimbursements of $11,232 or 22%. General and administrative expense
decreased due to a decrease in the legal fees and service charges.
Administrative expense reimbursements decreased due to a decrease in the average
size of the portfolio from 1996 to 1997.
Net income for the years ended December 31, 1997 and 1996 was $356,326 and
$549,384, respectively. The net income per weighted average limited partnership
unit was $1.77 and $2.72 for 1997 and 1996, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds in 1998, 1997 and 1996 were net
cash provided by operations of $761,619, $879,014 and $1,002,547, respectively,
proceeds from sales of equipment of $321,104, $544,232 and $600,737,
respectively, proceeds from the sale of investment in joint venture of $183,598
in 1997 and proceeds related to a term loan of $1,500,000 in 1997. These funds
were used to purchase equipment in 1996 and 1997, fund cash distributions and to
make payments on borrowings.
On February 13, 1997, the Partnership borrowed $1,500,000 from a bank
pursuant to a four year term loan agreement. The loan agreement grants a
security interest in certain Partnership payments and collateral for a specified
group of leases and financing transactions. The note bears interest at 9%, and
is payable in monthly installments. The Partnership had $589,381 and $1,048,541
outstanding under the loan at December 31, 1998 and 1997, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
December 31, 1998
Cash distributions to the limited partners for the years ended December 31,
1998, 1997 and 1996, which were paid monthly, totaled $682,648, $1,798,200 and
$1,798,200 of which $261,254, $352,763 and $543,890 was investment income and
$421,394, $1,445,437 and $1,254,310 was a return of capital, respectively. The
monthly annualized cash distribution rate for the years ended December 31, 1998,
1997 and 1996 was 3.42%, 9.00% and 9.00%, of which 1.31%, 1.77% and 2.72% was
investment income and 2.11%, 7.23% and 6.28% 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 in 1998, 1997 and 1996 was $3.42, $9.00, and $9.00 of which $1.31,
$1.77 and $2.72 was investment income and $2.11, $7.23and $6.28 was a return of
capital, respectively.
In 1996 and 1997 the Partnership made monthly cash distributions at a rate
equal to 9% per annum of the limited partners original cash contribution. As a
result of the General Partner's evaluation of the existing portfolio, it was
determined that the previous distribution rate of 9% was not sustainable. As of
March 1, 1998, the monthly distribution to limited partners was decreased to 2%
per month, annualized, of their original capital contribution. As of September
1, 1998 the monthly distribution to limited partners was decreased to 1% per
month, annualized, of their original capital contribution.
The Partnership's original reinvestment period was to expire 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. A majority of the limited partnership
units outstanding responded affirmatively and the amendments were adopted. These
amendments are effective from and after November 15, 1995 and include: (1)
extending the reinvestment period for a maximum of four additional years and
likewise delaying the start and end of the liquidation period, and (2)
eliminating the Partnership's obligation to pay the General Partner $241,652 of
the $368,652 accrued and unpaid management fees as of December 31, 1996 and all
additional management fees which would otherwise accrue. The remaining $127,000
of unpaid management fees will be paid to the General Partner and subsequently
remitted back to the Partnership in the form of an additional capital
contribution by the General Partner.
As of December 31, 1998, 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 pay distributions where it deems
it to be prudent, while retaining sufficient cash to meet its reserve
requirements and recurring obligations.
Year 2000 Issue
The Year 2000 issue arose because many existing computer programs have been
written using two digits rather than four to define the applicable year. As a
result, programs could interpret dates ending in "00" as the year 1900 rather
than the year 2000. In certain cases, such errors could result in system
failures or miscalculations that disrupt the operation of the affected
businesses.
The Partnership uses computer information systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General Partner's primary computer information systems are provided by
third party vendors. The General Partner has formally communicated with these
vendors and has received assurance that their programs are Year 2000 compliant.
In addition, the General Partner has gathered information about the Year 2000
readiness of significant vendors and third-party servicers and continues to
monitor developments in this area. All of the General Partner's peripheral
computer technologies, such as its network operating system and third party
software applications, including payroll and electronic banking have
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
December 31, 1998
been evaluated and have been found to be Year 2000 compliant. The ultimate
impact of the Year 2000 issue on the Partnership will depend to a great extent
on the manner in which the issue is addressed by the Partnership's lessees. Each
of the Partnership's lessees will have a material self interest in resolving any
Year 2000 issue, however, non-compliance on the part of a lessee could result in
lost or delayed revenues to the Partnership. The effect of this risk to the
Partnership is not determinable.
The General Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal computers. The
General Partner's costs incurred to date and expected future costs are not
material.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
December 31, 1998
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Index to Financial Statements
Page Number
-----------
Independent Auditors' Report 13
Balance Sheets as of December 31, 1998 and 1997 14
Statements of Operations for the Years Ended
December 31, 1998, 1997 and 1996 15
Statements of Changes in Partners' Equity for the
Years Ended December 31, 1998, 1997 and 1996 16
Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996 17-18
Notes to Financial Statements 19-24
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Financial Statements
December 31, 1998
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
ICON Cash Flow Partners, L.P., Series B:
We have audited the accompanying balance sheets of ICON Cash Flow Partners,
L.P., Series B (a Delaware limited partnership) as of December 31, 1998 and
1997, 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,
1998. 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 B as of December 31, 1998 and 1997, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1998, in conformity with generally accepted accounting principles.
/s/ KPMG LLP
-------------------------------
KPMG LLP
March 12, 1999
New York, New York
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Balance Sheets
December 31,
<TABLE>
1998 1997
---- ----
Assets
<S> <C> <C>
Cash .................................................. $ 73,935 $ 139,915
----------- -----------
Investment in finance leases
Minimum rents receivable ............................ 621,919 1,229,282
Estimated unguaranteed residual values .............. 240,689 251,860
Unearned income ..................................... (97,223) (220,468)
Allowance for doubtful accounts ..................... (39,451) (50,407)
----------- -----------
725,934 1,210,267
Investment in financings
Receivables due in installments ..................... 403,132 805,841
Unearned income ..................................... (39,604) (97,213)
Allowance for doubtful accounts ..................... (19,827) (42,827)
----------- -----------
343,701 665,801
----------- -----------
Other assets .......................................... 100 50,650
----------- -----------
Total assets .......................................... $ 1,143,670 $ 2,066,633
=========== ===========
Liabilities and Partners' Equity
Note payable .......................................... $ 589,381 $ 1,048,541
Accounts payable to General Partner and affiliates, net 109,185 103,840
Security deposits, deferred credits and other payables 28,996 72,494
----------- -----------
727,562 1,224,875
Commitments and Contingencies
Partners' equity (deficiency)
General Partner ..................................... (167,811) (163,555)
Limited partners (199,800 units outstanding,
$100 per unit original issue price) ............... 583,919 1,005,313
----------- -----------
Total partners' equity ................................ 416,108 841,758
----------- -----------
Total liabilities and partners' equity ................ $ 1,143,670 $ 2,066,633
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Statements of Operations
For the Years Ended December 31,
<TABLE>
1998 1997 1996
---- ---- ----
Revenues
<S> <C> <C> <C>
Net gain on sales or remarketing
of equipment ............................. $ 188,876 $ 228,875 $ 176,924
Finance income ............................. 174,241 273,507 307,147
Income from equity investment in
joint venture ............................ -- 14,232
10,211
Interest income and other .................. 37,501 46,036 25,381
--------- --------- ---------
Total revenues ............................. 400,618 562,650 519,663
--------- --------- ---------
Expenses
Interest ................................... 77,673 106,868 45,619
General and administrative ................. 75,656 59,847 102,725
Administrative expense reimbursements
- General Partner ........................ 20,288 39,609 50,841
Reversal of management fee - General Partner -- --
(228,906)
Reversal of allowance for doubtful accounts (36,892) --
--------- ---------
---------
Total expenses (credit) .................... 136,725 206,324 (29,721)
--------- --------- ---------
Net income .................................... $ 263,893 $ 356,326 $ 549,384
========= ========= =========
Net income allocable to:
Limited partners ........................... $ 261,254 $ 352,763 $ 543,890
General Partner ............................ 2,639 3,563 5,494
--------- --------- ---------
$ 263,893 $ 356,326 $ 549,384
========= ========= =========
Weighted average number of limited
partnership units outstanding .............. 199,800 199,800 199,800
========= ========= =========
Net income per weighted average
limited partnership unit ................... $ 1.31 $ 1.77 $ 2.72
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Years Ended December 31, 1998, 1997 and 1996
<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, 1995 $ 3,705,060 $ (136,284) $ 3,568,776
Cash distributions
to partners $6.28 $2.72 (1,798,200) (18,164) (1,816,364)
Net income 543,890 5,494 549,384
------------ ---------- -----------
Balance at
December 31, 1996 2,450,750 (148,954) 2,301,796
Cash distributions
to partners $7.23 $1.77 (1,798,200) (18,164) (1,816,364)
Net income 352,763 3,563 356,326
------------ ---------- -----------
Balance at
December 31, 1997 1,005,313 (163,555) 841,758
Cash distributions
to partners $2.11 $1.31 (682,648) (6,895) (689,543)
Net income 261,254 2,639 263,893
------------ ---------- -----------
Balance at
December 31, 1998 $ 583,919 $ (167,811) $ 416,108
============ ========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Years Ended December 31,
<TABLE>
1998 1997 1996
---- ---- ----
Cash flows provided by operating activities:
<S> <C> <C> <C>
Net income ..................................... $ 263,893 $ 356,326 $ 549,384
----------- ----------- -----------
Adjustments to reconcile net income to
net cash provided by operating activities:
Finance income portion of receivables paid
directly to lenders by lessees ............ -- (7,297) (54,612)
Net gain on sales or remarketing of equipment (188,876) (228,875) (176,924)
Interest expense on non-recourse financing
paid directly by lessees .................. -- 3,798 45,619
Income from equity investment
in joint venture .......................... -- (14,232) (10,211)
Changes in operating assets and liabilities:
Collection of principal
- non-financed receivables .............. 766,879 826,839 590,520
Distributions from joint venture .......... -- 158,062 411,059
Allowance for doubtful accounts ........... (33,956) (29,121) --
Accounts payable to General Partner
and affiliates, net ..................... 5,345 (75,151) (213,695)
Security deposits, deferred credits
and other payables ...................... (43,498) (69,008) (164,726)
Other, net ................................ (8,168) (42,327) 26,133
----------- ----------- -----------
Total adjustments ....................... 497,726 522,688 453,163
----------- ----------- -----------
Net cash provided by operating activities . 761,619 879,014 1,002,547
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment ............ 321,104 544,232 600,737
Equipment and receivables purchased ......... -- (822,592) (523,964)
Proceeds from sale of equity investment
in joint venture .......................... -- 183,598 --
----------- ----------- -----------
Net cash provided by (used in)
investing activities ..................... 321,104 (94,762) 76,773
----------- ----------- -----------
Cash flows from financing activities:
Cash distributions to partners .............. (689,543) (1,816,364) (1,816,364)
Payments on note payable .................... (459,160) (451,459) --
Proceeds from note payable .................. -- 1,500,000 --
----------- ----------- -----------
Net cash used in financing activities ..... (1,148,703) (767,823) (1,816,364)
----------- ----------- -----------
Net (decrease) increase in cash ................ (65,980) 16,429 (737,044)
Cash, beginning of year ........................ 139,915 123,486 860,530
----------- ----------- -----------
Cash, end of year .............................. $ 73,935 $ 139,915 $ 123,486
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Statements of Cash Flows (Continued)
Supplemental Disclosures of Cash Flow Information
Interest expense of $77,673, $106,868 and $45,619 for the years ended
December 31, 1998, 1997 and 1996 consisted of: interest expense on note payable
of $76,435, $103,070, and $0, interest expense on affiliate note of $1,238, $0,
and $0, and interest expense on non-recourse financing accrued or paid directly
to lenders by lessees of $0, $3,798 and $45,619, respectively.
During the years ended December 31, 1998, 1997 and 1996, non-cash activities
included the following:
<TABLE>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Principal and interest on finance receivables
paid directly to lenders by lessees - $ 268,952 $ 583,524
Principal and interest on non-recourse financing
paid directly by lessee - (268,952) (583,524)
Decrease in notes payable - non-recourse
due to terminations - - (44,572)
Decrease in investment in finance leases
due to terminations - - 44,572
----------- ----------- -----------
$ - $ - $ -
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Notes to Financial Statements
December 31, 1998
1. Organization
ICON Cash Flow Partners, L.P., Series B (the "Partnership") was formed on
March 27, 1989 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 July 18, 1989 and
by its final closing in 1990, 200,000 units had been admitted into the
Partnership with aggregate gross proceeds of $20,000,000. During 1995, the
Partnership redeemed 200 limited partnership units, leaving 199,800 limited
partnership units outstanding at December 31, 1998, 1997 and 1996.
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 of 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 13 1/2% of the gross
proceeds received from the sale of the units. Such offering costs aggregated
$2,700,000, (including $1,115,218 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
99% to the limited partners and 1% 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 on its outstanding adjusted capital contribution
account. After such time, the distributions would be allocated 90% to the
limited partners and 10% to the General Partner.
2. Amendment to Partnership Agreement
The Partnership's original reinvestment period was to expire 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. A majority of the limited partnership
units outstanding responded affirmatively and the amendments were adopted. These
amendments are effective from and after November 15, 1995 and include: (1)
extending the reinvestment period for a maximum of four additional years and
likewise delaying the start and end of the liquidation period, and (2)
eliminating the Partnership's obligation to pay the General Partner $241,652 of
the $368,652 accrued and unpaid management fees as of December 31, 1996 and all
additional management fees which would otherwise accrue. The remaining $127,000
unpaid management fees will be paid to the General Partner and subsequently
remitted back to the Partnership in the form of an additional capital
contribution by the General Partner.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
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 the General
Partner's management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements, and
revenues and expenses during the reporting period. Actual results could differ
from those estimates. In addition, management is required to disclose contingent
assets and liabilities.
Leases - The Partnership accounts for owned equipment leased to third
parties as finance leases or operating leases, as appropriate. 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. Each lease is expected to
provide aggregate contractual rents that, along with residual proceeds, return
the Partnership's cost of its investments 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. Separate disclosure of fair value information as of December 31,
1998 and 1997 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 payables approximates market value.
Investment in Joint Venture - The Partnership accounted for its investment
in a joint venture under the equity method of accounting. The Partnership's
original investment was recorded at cost and was adjusted by its share of
earnings, losses and distributions thereafter. The Partnership liquidated its
investment in the joint venture in September 1997 and received $183,598 in
proceeds for the sale of its investment.
Allowance for Doubtful Accounts - The Partnership records provisions for bad
debts to provide for estimated credit losses in the portfolio. The provision is
based on an analysis of delinquency trends and loss experience and an assessment
of overall credit risk. 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. In 1998, the Partnership
reversed $36,892 of amounts previously included in the allowance for doubtful
accounts.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Impairment of Estimated Residual Values - In March 1995, the Financial
Accounting Standards Board ("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.
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 1998 the FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
requires that an entity recognize all derivative instruments as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
SFAS No. 133 is effective for all quarters of fiscal years beginning after June
15, 1999. The adoption of SFAS No. 133 is not expected to have a material effect
on the Partnership's net income, partners' equity or total assets.
4. Receivables Due in Installments
Non-cancelable minimum annual amounts receivable on finance leases and
financings are as follows:
Finance
Year Leases Financings Total
---- ------ ---------- -----
1999 $ 416,481 $ 239,925 $ 656,406
2000 153,033 146,605 299,638
2001 52,405 16,602 69,007
----------- ----------- ----------
$ 621,919 $ 403,132 $1,025,051
=========== =========== ==========
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
5. Allowance for Doubtful Accounts
The allowance for doubtful accounts related to the investments in finance
leases, financings and operating leases consisted of the following:
<TABLE>
Finance Operating
Leases Financings Leases Total
------- ---------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 ...... $ 116,767 $ 47,798 $ 26,501 $ 191,066
Accounts written-off .......... (77,106) -- -- (77,106)
Recovery on accounts previously
written-off ................. 8,395 -- -- 8,395
Transfer within accounts ...... 26,501 -- (26,501) --
--------- -------- -------- ---------
Balance at December 31, 1996 ...... 74,557 47,798 -- 122,355
Accounts written-off .......... (24,150) (4,971) -- (29,121)
-------- -------- ---------
Balance at December 31, 1997 ...... 50,407 42,827 -- 93,234
Accounts written-off .......... (10,000) -- -- (10,000)
Recovery on accounts previously
written off ................. 12,936 -- -- 12,936
Reversal of allowance for
doubtful accounts ........... (17,032) (19,860) -- (36,892)
Transfer within accounts ...... 3,140 (3,140) -- --
--------- -------- -------- ---------
Balance at December 31, 1998 ...... $ 39,451 $ 19,827 $ -- $ 59,278
========= ======== ======== =========
</TABLE>
6. Note Payable
On February 13, 1997, the Partnership borrowed $1,500,000 from a bank
pursuant to a four year term loan agreement. The agreement grants a security
interest in certain Partnership lease rental payments and collateral relating to
a specified group of leases and financing transactions. The loan bears interest
at 9%, and of the balance outstanding $589,381 at December 31, 1998, $391,738
matures in 1999 and $197,643 matures in 2000.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
7. Related Party Transactions
As a result of the approval of the amendments as discussed in Note 2, the
Partnership reversed accrued and unpaid management fees in the amount of
$241,652 of the $368,652 accrued and unpaid management fees as of December 31,
1996. The reversal consisted of $12,746 relating to 1996 accrued management fees
and $228,906 relating to management fees from 1995 and prior. These management
fees had been previously expensed but not paid to the General Partner. During
the years ended December 31, 1998, 1997 and 1996 the Partnership paid or accrued
to the General Partner administrative expense reimbursements of $20,288, $39,609
and $50,841, respectively. These fees and reimbursements were charged to
operations.
In February 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. ICON Asset Acquisition LLC purchased an existing portfolio of leases
and securitized substantially all of its portfolio and became the beneficial
owner of a trust. In September 1997, L.P. Six purchased, from the Partnership
and Series C, their investment in ICON Asset Acquisition LLC. The Partnership
and Series C's investments were purchased at book value, which approximated
market value at that time and ICON Asset Acquisition LLC became a 100% owned
subsidiary of L.P Six. L.P Six transferred all of ICON Asset Acquisition LLC's
assets to its own account and dissolved ICON Asset Acquisition LLC in the fourth
quarter 1997.
8. 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:
1998 1997 1996
---- ---- ----
Net income per financial statements $ 263,893 $ 356,326 $ 549,384
Differences due to:
Direct finance leases ........... 367,674 625,885 343,508
Depreciation .................... (349,769) (531,244) (85,102)
Provision for losses ............ (33,956) (18,942) (53,479)
Gain (loss) on sale of equipment (144,087) (377,615) (25,080)
Other ........................... (82) (9,415) 11,150
--------- --------- ---------
Partnership income for
federal income tax purposes ..... $ 103,673 $ 44,995 $ 740,381
========= ========= =========
As of December 31, 1998, the partners' capital accounts included in the
financial statements totaled $416,108 compared to the partners' capital accounts
for federal income tax purposes of $7,938,942 (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 B
(A Delaware Limited Partnership)
December 31, 1998
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 leases and full
financing transactions.
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.
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, re-leasing services in connection with equipment which is off-lease,
inspections of the equipment, liaison with and general supervision of lessees to
assure that the equipment is being properly operated and maintained, 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 Chairman, Chief Executive Officer and Director
Paul B. Weiss President and Director
Thomas W. Martin Executive Vice President and Director
Kevin F. Redmond Chief Financial Officer
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
December 31, 1998
Beaufort J. B. Clarke, age 53, is Chairman, 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.
Paul B. Weiss, age 38, is President and Director 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). He was previously an investment banker and a commercial banker.
Thomas W. Martin, age 45, is Executive Vice President of the General
Partner and Director of 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 14 years of senior management experience in
the leasing business.
Kevin F. Redmond, age 36, is Chief Financial Officer of both the General
Partner and the Dealer-Manager. Prior to his present position, Mr. Redmond was
Vice President and Controller of the General Partner, Manager of Accounting at
NationsCredit Corp. and Audit Manager with the accounting firm of Deloitte &
Touche.
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, 1998, 1997 and 1996.
<TABLE>
Entity Capacity Type of Compensation 1998 1997 1996
------ -------- -------------------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
ICON Capital Corp. General Partner Administrative expense
reimbursements $ 20,288 $ 39,609 $ 50,841
ICON Capital Corp. General Partner Reversal of
management fees - - (228,906)
---------- --------- -----------
$ 20,288 $ 39,609 $ (178,065)
========== ========= ===========
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
December 31, 1998
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 15, 1999, 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 Interest Represents initially a 1% 100%
and potentially a 10% interest
in the Partnership's income,
gain and loss deductions.
Profits, losses, cash distributions and disposition proceeds are allocated
99% to the limited partners and 1% to the General Partner until each investor
has received cash distributions and disposition proceeds sufficient to reduce
his 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 90%
to the limited partners and 10% to the General Partner.
Item 13. Certain Relationships and Related Transactions
See Item 11 for a discussion of the Partnership's related party
transactions.
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.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(A Delaware Limited Partnership)
December 31, 1998
3. Exhibits - The following exhibits are incorporated herein by reference:
(i) Form of Dealer-Manager Agreement (Incorporated by reference to Exhibit
1.1 to Post-Effective Amendment No. 2 to Form S-1 Registration
Statement No. 33-28145 filed with the Securities and Exchange
Commission on August 14, 1989)
(ii) Form of Selling Dealer Agreement (Incorporated by reference to Exhibit
1.2 to Amendment No. 1 to Form S-1 Registration Statement No. 33-28145
filed with the Securities and Exchange Commission on June 12, 1989)
(iii)Amended and Restated Agreement of Limited Partnership (Incorporated by
reference to Exhibit A to Amendment No. 2 to Form S-1 Registration
Statement No. 33-28145 filed with the Securities and Exchange
Commission on July 14, 1989)
(iv) 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. 33-28145 filed
with the Securities and Exchange Commission on June 12, 1989)
(v) The Partnership filed a Definitive Consent Statement with the
Securities and Exchange Commission on February 29, 1996 for the
purposes of soliciting a vote from the limited partners of record as
of February 27, 1996, for amendments to the Partnership Agreement (see
Item 4).
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Partnership during the quarter
ended December 31, 1998.
<PAGE>
ICON Cash Flow Partners, L.P., Series B
(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 B
File No. 33-28145 (Registrant)
By its General Partner, ICON Capital Corp.
Date: March 30, 1999 /s/ Beaufort J. B. Clarke
-------------------------
Beaufort J. B. Clarke
Chairman, 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 30, 1999 /s/ Beaufort J. B. Clarke
-----------------------------------------------
Beaufort J. B. Clarke
Chairman, Chief Executive Officer and Director
Date: March 30, 1999 /s/ Paul B. Weiss
-----------------------------------------------
Paul B. Weiss
President and Director
Date: March 30, 1999 /s/ Kevin F. Redmond
-----------------------------------------------
Kevin F. Redmond
Chief Financial Officer
(Principal Financial and Account 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
<NAME> ICON Cash Flow Partners, L.P., Series B
<CIK> 0000849278
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 73,935
<SECURITIES> 0
<RECEIVABLES> 1,025,051
<ALLOWANCES> 59,278
<INVENTORY> 0
<CURRENT-ASSETS> * 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,143,670
<CURRENT-LIABILITIES> ** 0
<BONDS> 589,381
0
0
<COMMON> 0
<OTHER-SE> 416,108
<TOTAL-LIABILITY-AND-EQUITY> 1,143,670
<SALES> 363,117
<TOTAL-REVENUES> 400,618
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 95,944
<LOSS-PROVISION> (36,892)
<INTEREST-EXPENSE> 77,673
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 263,893
<EPS-PRIMARY> 1.31
<EPS-DILUTED> 1.31
<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>
