UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended September 30, 1996
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number 33-36376
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ICON Cash Flow Partners, L.P., Series C
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(Exact name of registrant as specified in its charter)
Delaware 13-3575099
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
600 Mamaroneck Avenue, Harrison, New York 10528
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(Address of principal executive offices) (Zip code)
(914) 698-0600
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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>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Balance Sheets
(unaudited)
<TABLE>
September 30, December 31,
1996 1995
---- ----
<S> <C> <C>
Assets
Cash .................................................. $ 1,106,858 $ 1,777,981
----------- -----------
Investment in finance leases
Minimum rents receivable ............................ 3,196,735 4,186,397
Estimated unguaranteed residual values .............. 1,247,196 2,557,247
Initial direct costs ................................ 781 6,839
Unearned income ..................................... (393,564) (541,052)
Allowance for doubtful accounts ..................... (293,889) (289,456)
----------- -----------
3,757,259 5,919,975
Investment in financings
Receivables due in installments ..................... 2,218,155 1,149,404
Initial direct costs ................................ -- 73
Unearned income ..................................... (354,626) (174,374)
Allowance for doubtful accounts ..................... (23,420) (23,420)
----------- -----------
1,840,109 951,683
----------- -----------
Equity investment in joint venture .................... 606,307 1,127,930
----------- -----------
Other assets .......................................... 739 4,094
----------- -----------
Total assets .......................................... $ 7,311,272 $ 9,781,663
=========== ===========
Liabilities and Partners' Equity
Notes payable - non-recourse .......................... $ 1,270,926 $ 2,799,149
Accounts payable to General Partner and affiliates, net 507,375 467,028
Security deposits and deferred credits ................ 462,357 932,055
Accounts payable - other .............................. 80,455 --
----------- -----------
2,321,113 4,198,232
Commitments and Contingencies
Partners' equity (deficiency)
General Partner ..................................... (122,569) (116,740)
Limited partners (198,470 and 198,800
units outstanding, $100 per unit original
issue price in 1996 and 1995, respectively) ....... 5,112,728 5,700,171
----------- -----------
Total partners' equity ................................ 4,990,159 5,583,431
----------- -----------
Total liabilities and partners' equity ................ $ 7,311,272 $ 9,781,663
=========== ===========
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Operations
(unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1996 1995 1996 1995
---- ---- ---- ----
Revenues
<S> <C> <C> <C> <C>
Finance income ..................... $ 147,117 $ 173,832 $ 446,005 $ 616,091
Net gain on sales or remarketing
of equipment ..................... 174,261 (47,018) 445,826 45,693
Income from equity investment in
joint venture .................... 7,425 30,491 31,804 96,815
Interest income and other .......... 12,996 18,741 53,001 72,582
--------- --------- --------- ---------
Total revenues ..................... 341,799 176,046 976,636 831,181
--------- --------- --------- ---------
Expenses
Administrative expense reimbursement
- General Partner ................ 23,464 29,792 71,735 103,342
Management fees - General Partner .. 23,292 29,718 70,824 102,651
General and administrative ......... 18,276 17,005 54,922 83,141
Amortization of initial direct costs 1,405 7,266 6,132 34,410
Interest ........................... (6,599) 33,317 1,953 227,259
--------- --------- --------- ---------
Total expenses ..................... 59,838 117,098 205,566 550,803
--------- --------- --------- ---------
Net income ............................ $ 281,961 $ 58,948 $ 771,070 $ 280,378
========= ========= ========= =========
Net income allocable to:
Limited partners ................... $ 279,141 $ 58,359 $ 763,359 $ 277,574
General Partner .................... 2,820 589 7,711 2,804
--------- --------- --------- ---------
$ 281,961 $ 58,948 $ 771,070 $ 280,378
========= ========= ========= =========
Weighted average number of limited
partnership units outstanding ...... 198,622 199,450 198,622 199,662
========= ========= ========= =========
Net income per weighted average
limited partnership unit ........... $ 1.41 $ .29 $ 3.84 $ 1.39
========= ========= ========= =========
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Nine Months Ended September 30, 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)
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1992 $ 11,213,924 $ (61,485) $ 11,152,439
Cash distributions
to partners ..... $ 12.33 $ -- (2,466,667) (24,916) (2,491,583)
Limited partnership
units redeemed
(100 units) .... (5,108) -- (5,108)
Net loss ........... (49,135) (496) (49,631)
------------ ------------ ------------
Balance at
December 31, 1993 8,693,014 (86,897) 8,606,117
Cash distributions
to partners ..... $ 7.78 $ 1.22 (1,799,100) (18,173) (1,817,273)
Net income ......... 244,000 2,465 246,465
------------ ------------ ------------
Balance at
December 31, 1994 7,137,914 (102,605) 7,035,309
Cash distributions
to partners ..... $ 7.01 $ 1.99 (1,796,363) (18,144) (1,814,507)
Limited partnership
units redeemed
(1,100 units) ... (38,256) -- (38,256)
Net income ......... 396,876 4,009 400,885
------------ ------------ ------------
Balance at
December 31, 1995 5,700,171 (116,740) 5,583,431
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity (Continued)
For the Nine Months Ended September 30, 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)
<S> <C> <C> <C> <C> <C>
Cash distribution
to partners ...... $2.91 $3.84 (1,340,433) (13,540) (1,353,972)
Limited partnership
units redeemed
(330 units) ...... (10,369) -- (10,369)
Net income .......... 763,359 7,711 771,070
----------- ----------- -----------
Balance at
September 30, 1996 $ 5,112,728 $ (122,569) $ 4,990,159
=========== =========== ===========
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Nine Months Ended September 30,
(unaudited)
1996 1995
---- ----
<S> <C> <C>
Cash flows provided by operating activities:
Net income ................................................ $ 771,070 $ 280,378
----------- -----------
Adjustments to reconcile net income to net cash
provided by operating activities:
Finance income portion of receivables paid
directly to lenders by lessees ........................ (102,441) (315,052)
Amortization of initial direct costs .................... 6,132 34,410
Net gain on sales or remarketing of equipment ........... (445,826) (45,693)
Interest expense on non-recourse financing paid
directly by lessees ................................... (11,278) 157,567
Interest expense accrued on non-recourse debt ........... 10,317 56,580
Collection of principal - non-financed receivables ...... 1,193,788 739,895
Income from equity investment in joint venture .......... (31,804) (96,815)
Distribution from investment in joint venture ........... 603,292 47,300
Changes in operating assets and liabilities:
Allowance for doubtful accounts ....................... (4,433) (1,580)
Accounts payable to General Partner and affiliates, net 40,347 57,707
Security deposits and deferred credits ................ 130,162 284,299
Accounts payable - other .............................. 80,455 --
Miscellaneous receipts and other assets ............... 3,355
Other, net ............................................ 36,601 (76,642)
----------- -----------
Total adjustments .................................. 1,508,667 841,976
----------- -----------
Net cash provided by operating activities ............... 2,279,737 1,122,354
----------- -----------
Cash flows provided by (used for) investing activities:
Proceeds from sales of equipment .......................... 593,453 1,375,000
Equipment and receivables purchased ....................... (2,179,971) (1,839,720)
Investment in joint venture ............................... -- (1,500,000)
----------- -----------
Net cash used for investing activities .................. (1,586,518) (1,964,720)
----------- -----------
Cash flows used for financing activities:
Cash distributions to partners ............................ (1,353,973) (1,361,729)
Redemption of limited partnership units ................... (10,369) (17,215)
----------- -----------
Net cash used for financing activities .................. (1,364,342) (1,378,944)
----------- -----------
Net decrease in cash ......................................... (671,123) (2,221,310)
Cash, beginning of period .................................... 1,777,981 3,754,643
----------- -----------
Cash, end of period .......................................... $ 1,106,858 $ 1,533,333
=========== ===========
See accompanying notes to financial statements ...............
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
Supplemental Disclosures of Cash Flow Information
During the nine months ended September 30, 1996 and 1995, non-cash
activities included the following:
1996 1995
---- ----
Principal and interest on finance
receivables paid directly by lessees .. $ 908,411 $ 1,886,029
Principal and interest on non-recourse
financing paid directly by lessees .... (908,411) (1,886,029)
Decrease in notes payable - non-recourse
due to terminations ................... (618,851) (1,261,622)
Decrease in investment in finance leases
due to terminations ................... -- 1,261,622
Increase in security deposits and deferred
credits due to terminations ........... 618,851 --
----------- -----------
$ -- $ --
=========== ===========
Interest expense of $1,953 and $227,259 for the nine months ended
September 30, 1996 and 1995 consisted of: interest expense on non-recourse
financing accrued or paid directly to lenders by lessees of $70,314 and
$214,147, respectively, and other interest of ($68,361) and $68,606,
respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements
September 30, 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. New Accounting Pronouncement
In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," which is
effective beginning in 1996.
The Partnership's existing 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.
3. Redemption of Limited Partnership Units
The General Partner consented to the Partnership redeeming 330 limited
partnership units during the nine months ended September 30, 1996. The
redemption amount was calculated following the specific redemption formula as
per the Partnership Agreement. Redeemed units have no voting rights and do not
share in distributions. The Partnership Agreement limits the number of units
which can be redeemed in any one year and redeemed units may not be reissued.
Redeemed limited partnership units are accounted for as a deduction from
partners equity.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
4. 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 B ("Series B"), and ICON Cash Flow Partners, L.P. Six
("L.P. Six") formed ICON Asset Acquisition L.C.C. I ("ICON Asset Acquisition
LLC") as a special purpose liability company. ICON Asset Acquisition LLC was
formed for the purpose of acquiring, managing and securitizing a portfolio of
leases. The Partnership, Series B and L.P. Six contributed $1,500,000 (13.39%
interest), $1,000,000 (8.93% 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 lease 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, the underlying equipment
consists of graphic arts and printing equipment and the terms of the leases
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.
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 will be 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.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Information as to the financial position and results of operations of ICON
Asset Acquisition LLC as of and for the nine months ended September 30, 1996 is
summarized below:
September 30, 1996
Assets $ 14,618,581
=============
Liabilities $ 10,092,913
=============
Equity $ 4,525,668
=============
Nine Months Ended
September 30, 1996
Net income $ 237,521
=============
5. Security Deposits and Deferred Credits
Security deposits and deferred credits at September 30, 1996 and December
31, 1995 include $276,725 and $646,639, respectively, of proceeds received
towards the estimated unguaranteed residual values of leased equipment, which
will be applied upon final remarketing of the related equipment.
6. Related Party Transactions
During the nine months ended September 30, 1996 and 1995, the Partnership
accrued to the General Partner management fees of $70,824 and $102,651,
respectively, and paid or accrued administrative expense reimbursements of
$71,735 and $103,342, respectively, which were charged to operations.
The payment of management fees have been deferred since September 1, 1993
and as of September 30, 1996, $554,927 in management fees have been accrued but
not paid.
Under the Partnership agreement, the General Partner is entitled to
management fees at either 2% or 5% of rents, depending on the type of investment
under management. Effective January 1, 1994, the General Partner elected to
reduce its management fees to a flat rate of 2% of rents for all investments
under management. The foregone management fees, the difference between 2% and 5%
of rents for certain types of investments, totaled $60,423 for the nine months
ended September 30, 1996. These foregone management fees are not accruable in
future years.
The Partnership, and two affiliates, Series B and L.P. Six, formed a joint
venture, ICON Asset Acquisition LLC (See Note 2 for additional information
relating to the joint venture).
There were no acquisition fees paid or accrued by the Partnership for the
nine months ended September 30, 1996 and 1995, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Item 2. Management'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 62%, 29%, 9% and 0% at September 30, 1996, respectively, and 76%,
15%, 9% and less than 1% of total investment at September 30, 1995,
respectively.
Three Months Ended September 30, 1996 and 1995
For the three months ended September 30, 1995, the Partnership leased or
financed equipment with an initial cost of $110,975 to 5 lessees or equipment
users.
Results of Operations
Revenues for the three months ended September 30, 1996 were $341,799,
representing an increase of $165,753 or 94% from 1995. The increase in revenues
was primarily attributable to an increase in net gain on sales or remarketing of
equipment of $221,279. Results were also affected by a decrease in finance
income of $26,715, or 15%, a decrease in income from joint venture of $23,066,
or 76%, and a decrease in interest income of $5,745 or 31% from 1995. Finance
income decreased due to a decrease in the average size of the portfolio from
1995 to 1996. The decrease in interest income and other resulted from a decrease
in the average cash balance from 1995 to 1996.
Expenses for the three months ended September 30, 1996 were $59,838,
representing a decrease of $57,260 or 49% from 1995. The decrease in expenses
was primarily attributable to a decrease in interest expense of $39,916. Results
were also affected by a decrease in management fees of $6,426 or 22%, a decrease
in amortization of initial direct costs of $5,861 or 80% and a decrease in
administrative expense reimbursements of $6,328 or 21% from 1995. The decrease
in interest expense resulted from a decrease in the average debt outstanding
from 1995 to 1996. Amortization of initial direct costs, administrative expense
reimbursements and management fees decreased due to a decrease in the average
size of the portfolio from 1995 to 1996.
Net income for the three months ended September 30, 1996 and 1995 was
$281,961 and $58,948, respectively. The net income per weighted average limited
partnership unit was $1.41 and $.29 for 1996 and 1995, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the three months ended
September 30, 1996 and 1995 were net cash provided by operations $991,909 and
$18,867, respectively, and proceeds from sales of equipment of $90,874 and
$679,086, respectively. These funds were used to purchase equipment, fund cash
distributions and make payments on borrowings. The Partnership intends to
continue to purchase additional equipment and fund cash distributions utilizing
cash provided by operations and proceeds from sales of equipment.
Cash distributions to limited partners for the three months ended September
30, 1996 and 1995, which were paid monthly, totaled $446,558 and $449,012,
respectively, of which $279,141 and $58,359 was investment income and $158,386
and $390,653 was a return of capital, respectively. The monthly annualized cash
distribution rate to limited partners was 9.00%, of which 5.63% and 1.17% was
investment income and 3.37% and 7.83% was a return of capital, respectively,
calculated as a percentage of each partners initial capital contribution. The
limited partner distribution per weighted average unit outstanding for the three
months ended September 30, 1996 and 1995 was $2.25, of which $1.41 and $.29 was
investment income and $.84 and $1.96 was a return of capital, respectively. The
Partnership had non-recourse notes payable at September 30, 1996 and 1995 of
$1,270,926 and $3,655,885, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Nine Months Ended September 30, 1996 and 1995
For the nine months ended September 30, 1996 and 1995 the Partnership leased
or financed equipment with an initial cost of $2,179,971 and $1,472,660,
respectively, to 8 and 28 lessees or equipment users, respectively and invested
$1,500,000 in a joint venture in 1995. The weighted average initial transaction
term relating to these transactions was 54 and 53 months, respectively.
Results of Operations
Revenues for the nine months ended September 30, 1996 were $976,636,
representing an increase of $145,455 from 1995. The increase in revenues was
primarily attributable to an increase in net gain on sales or remarketing of
equipment of $400,133. The increase in revenues was partially offset by a
decrease in finance income of $170,086 or 28%, a decrease in income from joint
venture of $65,011 or 62% and a decrease in interest income and other of $19,581
or 27% from 1995. The net gain on sales or remarketing of equipment increased
due to the sale of several pieces of leased equipment for which the proceeds
received were in excess of the remaining carrying value. The decrease in finance
income resulted from a decrease in the average size of the portfolio from 1995
to 1996. The decrease in interest income and other resulted from a decrease in
the average cash balance from 1995 to 1996.
Expenses for the nine months ended September 30, 1996 were $205,566,
representing a decrease of $345,237 or 63% from 1995. The decrease in expenses
was primarily attributable to a decrease in interest expense of $225,306 or 99%
from 1995. Results were also affected by a decrease in management fees of
$31,827 or 31%, a decrease in administrative expense reimbursement of $31,607 or
31%, a decrease in amortization of initial direct cost of $28,278 or 82% and a
decrease in general and administrative expense of $28,219 or 34% from 1995. The
decrease in interest expense was due to the decrease in the average debt
outstanding from 1995 to 1996. The decrease in amortization of initial direct
costs, general and administrative expenses, administrative expense
reimbursements and management fees resulted from a decrease in the average size
of the portfolio from 1995 to 1996.
Net income for the nine months ended September 30, 1996 and 1995 was
$771,070 and $280,378, respectively. The net income per weighted average limited
partnership unit was $3.84 and $1.39 for 1996 and 1995, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the nine months ended
September 30, 1996 and 1995 were net cash provided by operations of $2,279,737
and $1,122,354, respectively, proceeds from sales of equipment of $593,453 and
$1,375,000, respectively. These funds were used to purchase equipment, fund cash
distributions and make payments on borrowings. The Partnership intends to
continue to purchase additional equipment and fund cash distributions utilizing
cash provided by operations and proceeds from sales of equipment.
Cash distributions to limited partners for the nine months ended September
30, 1996 and 1995, which were paid monthly, totaled $1,340,433 and $1,348,112,
respectively, of which $763,359 and $277,574 was investment income and $577,074
and $1,070,538 was a return of capital, respectively. The monthly annualized
cash distribution rate to limited partners was 9.00%, of which 5.13% and 1.85%
was investment income and 3.87% and 7.15% was a return of capital, respectively,
calculated as a percentage of each partners initial capital contribution. The
limited partner distribution per weighted average unit outstanding for the nine
months ended September 30, 1996 and 1995 was $6.75, of which $3.84 and $1.39 was
investment income and $2.91 and $5.36 was a return of capital, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
The Partnership's Reinvestment Period expired June 19, 1996, five years
after the Final Closing Date. As such the Partnership has discontinued investing
in leased equipment. The Partnership has filed a proxy statement with the
Securities and Exchange Commission (the "SEC") on June 17, 1996 for the purpose
of amending the Partnership Agreement in order to extend the Reinvestment Period
for up to four years. On July 26, 1996, the Partnership received comments on its
filing and will be responding shortly. The Partnership will continue to pay
monthly cash distributions to limited partners at an annualized rate of 9% until
the proxy filing and subsequent vote is finalized. As always the Partnership
will continue to evaluate the operations to determine the ability of the
Partnership to sustain the current distribution rate.
As of September 30, 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 continue to 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.
New Accounting Pronouncement
In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," which is
effective beginning in 1996. The new standard is similar to the Partnership's
existing accounting policies relating to the impairment of estimated residual
values. As a result, adoption of SFAS No. 121 in the first quarter of 1996 had
no impact on the Partnership's financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
Form 8-K was filed on September 4, 1996, Item 1, Change in Control of
Registrant.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(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 C
File No. 33-36376 (Registrant)
By its General Partner,
ICON Capital Corp.
November 12, 1996 Gary N. Silverhardt
- ------------------ ---------------------------------------
Date Gary N. Silverhardt
Chief Financial Officer
(Principal financial and account officer
of the General Partner of
the Registrant)
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000866878
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1996
<CASH> 1,106,858
<SECURITIES> 0
<RECEIVABLES> 5,914,973
<ALLOWANCES> 317,309
<INVENTORY> 443
<CURRENT-ASSETS> * 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,311,272
<CURRENT-LIABILITIES> ** 0
<BONDS> 1,270,926
0
0
<COMMON> 0
<OTHER-SE> 4,990,159
<TOTAL-LIABILITY-AND-EQUITY> 7,311,272
<SALES> 976,636
<TOTAL-REVENUES> 976,636
<CGS> 6,132
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 197,481
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,953
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 771,070
<EPS-PRIMARY> 3.84
<EPS-DILUTED> 3.84
<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>
