UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A-Amended
[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended March 31, 1996
----------------------------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number 33-36376
ICON Cash Flow Partners, L.P., Series C
(Exact name of registrant as specified in its charter)
Delaware 13-3575099
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
600 Mamaroneck Avenue, Harrison, New York 10528-1632
(Address of principal executive offices) (Zip code)
(914) 698-0600
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[ x] Yes [ ] No
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
PART I - FINANCIAL INFORMATION
The following financial statements of ICON Cash Flow Partners, L.P.,
Series C (the "Partnership") have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC") and, in the
opinion of management, include all adjustments (consisting only of normal
recurring accruals) necessary for a fair statement of income for each period
shown. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such SEC rules and
regulations. Management believes that the disclosures made are adequate to make
the information represented not misleading. The results for the interim period
are not necessarily indicative of the results for the full year. These financial
statements should be read in conjunction with the financial statements and notes
included in the Partnership's 1995 Annual Report on Form 10-K.
Page 2
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
March 31, 1996
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
The Partnership's portfolio consisted of a net investment in finance
leases, financings, equity investment in joint venture and operating leases
representing 71%, 17%, 12% and 0% of total investments at March 31, 1996,
respectively, and 83%, 6%, 10% and 1% of total investments at March 31, 1995,
respectively.
For the three months ended March 31, 1996 and 1995, the Partnership leased
or financed equipment with initial costs of $930,280 and $923,758, respectively,
to 16 and 13 lessees or equipment users, respectively, and invested $1,500,000
in a joint venture in 1995. The weighted average initial transaction term for
each year was 34 and 61 months, respectively.
Results of Operations for the Three Months Ended March 31, 1996 and 1995
Revenues for the three months ended March 31, 1996 were $440,829,
representing an increase of $50,650 or 13% from 1995. The increase in revenues
resulted primarily from an increase in net gain on sales or remarketing of
equipment of $169,468. These increases were partially offset by a decrease in
finance income of $93,604 or 39%, a decrease in interest income and other of
$7,784 or 26% and a decrease in income from equity investment in joint venture
of $17,430 or 63%. Net gain on sales or remarketing of equipment increased due
to an increase in the number of leases maturing, and the underlying equipment
being sold or remarketed, for which the proceeds received were in excess of the
remaining carrying value of the equipment. The decrease in finance income
resulted from a decrease in the average size of the portfolio from 1995 to 1996.
Interest income and other decreased due to a decrease in the late charges
received. The decrease in income from equity investment in joint venture
resulted from a decrease in average size of the portfolio under investment.
Expenses for the three months ended March 31, 1996 were $77,384,
representing a decrease of $149,298 or 66% from 1995. The decrease in expenses
resulted from a decrease in interest expense of $97,654 or 91%, a decrease in
administrative expense reimbursements of $14,963 or 38%, a decrease in
management fees of $14,860 or 38%, a decrease in amortization of initial direct
costs of $13,335 or 82% and a decrease in general and administrative expense of
$8,486 or 34% from 1995. Interest expense decreased due to a decrease in the
average debt outstanding from 1995 to 1996. Administrative expense
reimbursements, management fees, amortization of initial direct costs and
general and administrative expense decreased due to the decrease in the average
size of the portfolio. Management fees were also affected by the reduction in
management fee rates. Under the Original Partnership Agreement, the General
Partner was entitled to management fees at either 2% or 5% of rents, depending
on the type of investments under
Page 3
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
March 31, 1996
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
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 forgone management fees, the difference between 2% and 5% of
rents for certain types of investments, totaled $21,959 for the three months
ended March 31, 1996.
Net income for the three months ended March 31, 1996 and 1995 was $363,445
and $163,497, respectively. The net income per weighted average limited
partnership unit was $1.81 and $.81 for 1996 and 1995, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the three months ended
March 31, 1996 and 1995 were net cash provided by operations of $402,057 and
$690,065, respectively, and proceeds from sales of equipment of $328,826 and
$210,336, respectively. These funds were used to purchase equipment, to make an
investment in a joint venture, to fund cash distributions and to make payments
on borrowings. The Partnership intends to continue to purchase additional
equipment and to fund cash distributions utilizing funds from cash provided by
operations and proceeds from sales of equipment.
Cash distributions to limited partners for the three months ended March
31, 1996 and 1995, which were paid monthly, totaled $447,319 and $449,775,
respectively, of which $359,811 and $161,862 was investment income and $87,508
and $287,913 was a return of capital, respectively. The monthly cash
distribution rate was 9.00%, of which 7.24% and 3.24% was investment income and
1.76% and 5.76% was a return of capital, respectively, calculated as a
percentage of each partners's initial capital contribution. The limited partner
distribution per weighted average unit outstanding for the three months ended
March 31, 1996 and 1995 was $2.25, of which $1.81 and $.81 was investment income
and $.44 and $1.44 was a return of capital, respectively.
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.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
Page 4
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
March 31, 1996
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
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 portfolio from First Sierra Financial, Inc. utilizing
$16,273,793 of proceeds from the warehouse line, $10,857,427 in contributions
received from the Partnership and affiliates and $723,046 in cash adjustments at
closing (relating primarily to rents received by the seller from lessees prior
to closing and for the benefit of ICON Asset Acquisition LLC). The purchase
price of the portfolio totaled $27,854,266 and the underlying equipment consists
of graphic arts and printing equipment. The terms of the leases in this
portfolio range from 12 to 72 months. ICON Asset Acquisition LLC acquired lease
contracts which were less than 60 days delinquent and which met the
Partnership's overall credit underwriting criteria. The purchase price of the
portfolio was determined by discounting the future contractual cash flows. All
such leases are net leases and are reported and accounted for as finance leases.
The Partnership accounts for its investment in ICON Asset Acquisition LLC as an
equity investment.
On September 5, 1995, ICON Asset Acquisition LLC securitized substantially
all of its portfolio. Proceeds from the securitization were used to pay down its
existing line of credit and excess proceeds were returned to the Partnership
based on its pro rata interest. ICON Asset Acquisition LLC became the beneficial
owner of a trust and the Prudential Insurance Company of America ("Prudential")
is treated as the lender to the trust. The trustee for the trust is Texas
Commerce Bank ("TCB"). In conjunction with this securitization, the portfolio,
as well as the General Partner's servicing capabilities, were rated "A" by Duff
& Phelps, a nationally recognized rating agency. The General Partner, as
servicer, is responsible for managing, servicing, reporting on and administering
the portfolio. All monies received from the portfolio are remitted to TCB. TCB
is responsible for disbursing to Prudential its respective principal and
interest and to ICON Asset Acquisition LLC the excess of cash collected over
debt service from the portfolio. ICON Asset Acquisition LLC accounts for this
investment as an investment in finance leases and financings. Prudential's
investment in the trust is accounted for as non-recourse debt on ICON Asset
Acquisition LLC's books and records. All monies received and remitted to TCB
from the securitized portfolio are accounted for as a reduction in related
finance lease and financing receivables and all amounts paid to Prudential by
TCB are accounted for as a reduction of non-recourse debt.
Page 5
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
March 31, 1996
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
The Partnership's Reinvestment Period expires June 19, 1996, five years
after the Final Closing Date. The Partnership intends to file a proxy statement
for the purpose of amending the Partnership Agreement in order to extend the
Reinvestment Period for up to four years.
As of March 31, 1996, except as noted above, there were no known trends or
demands, commitments, events or uncertainties which are likely to have any
material effect on liquidity. As cash is realized from operations, sales of
equipment and borrowings, the Partnership will invest in equipment leases and
financings where it deems it to be prudent while retaining sufficient cash to
meet its reserve requirements and recurring obligations as they become due.
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 6
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Balance Sheets
(unaudited)
March 31, December 31,
1996 1995
Assets
Cash $ 1,586,744 $ 1,777,981
------------ ------------
Investment in finance leases
Minimum rents receivable 4,021,853 4,186,397
Estimated unguaranteed residual values 1,961,644 2,557,247
Initial direct costs 4,065 6,839
Unearned income (502,011) (541,052)
Allowance for doubtful accounts (289,593) (289,456)
------------ ------------
5,195,958 5,919,975
Investment in financings
Receivables due in installments 1,549,469 1,149,404
Initial direct costs 13 73
Unearned income (238,779) (174,374)
Allowance for doubtful accounts (23,420) (23,420)
------------ ------------
1,287.283 951,683
Equity investment in joint venture 882,683 1,127,930
------------ ------------
Other assets 1,180 4,094
------------ ------------
Total assets $ 8,953,848 $ 9,781,663
============ ============
Liabilities and Partners' Equity
Notes payable - non-recourse $ 2,208,251 $ 2,799,149
Accounts payable to General Partner
and affiliates, net 446,421 467,028
Accounts payable - other 84,763 -
Security deposits and deferred credits 729,743 932,055
------------ ------------
3,469,178 4,198,232
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (117,624) (116,740)
Limited partners (198,470 and
198,800 units outstanding, $100
per unit original issue price in
1995 and 1994, respectively) 5,602,294 5,700,171
------------ ------------
Total partners' equity 5,484,670 5,583,431
------------ ------------
Total liabilities and partners' equity $ 8,953,848 $ 9,781,663
============ ============
See accompanying notes to financial statements.
Page 7
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Operations
For the Three Months Ended March 31,
(unaudited)
1996 1995
---- ----
Revenues
Net gain on sales or remarketing
of equipment $ 260,973 $ 91,505
Finance income 146,898 240,502
Income from equity investment
in joint venture 10,253 27,683
Interest income and other 22,705 30,489
----------- ------------
Total revenues 440,829 390,179
----------- ------------
Expenses
Administrative expense reimbursements
- General Partner 24,550 39,513
Management fees - General Partner 24,096 38,956
General and administrative 16,358 24,844
Interest 9,545 107,199
Amortization of initial direct costs 2,835 16,170
----------- ------------
Total expenses 77,384 226,682
----------- ------------
Net income $ 363,445 $ 163,497
=========== ============
Net income allocable to:
Limited partners $ 359,811 $ 161,862
General Partner 3,634 1,635
----------- ------------
$ 363,445 $ 163,497
=========== ============
Weighted average number of limited
partnership units outstanding 198,775 199,867
=========== ============
Net income per weighted average limited
partnership unit $ 1.81 $ .81
=========== ============
See accompanying notes to financial statements.
Page 8
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Three Months Ended March 31, 1996 and
the Years Ended December 31, 1995, 1994 and 1993
(unaudited)
Limited Partner
Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
(Per weighted
average unit)
Balance at
December 31, 1992 $ 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 9
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity (continued)
For the Three Months Ended March 31, 1996 and
the Years Ended December 31, 1995, 1994 and 1993
(unaudited)
Limited Partner
Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
(Per weighted
average unit)
Cash distribution
to partners $ .44 $1.81 (447,319) (4,518) (451,837)
Limited partnership
units redeemed
(330 units) (10,369) - (10,369)
Net income 359,811 3,634 363,445
------------ ---------- -----------
Balance at
March 31, 1996 $ 5,602,294 $ (117,624) $ 5,484,670
============ ========== ===========
See accompanying notes to financial statements.
Page 10
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Three Months Ended March 31,
(unaudited)
1996 1995
---- ----
Cash flows from operating activities:
Net income $ 363,445 $ 163,497
------------ ------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Finance income portion of receivables paid
directly to lenders by lessees (41,846) (137,706)
Amortization of initial direct costs 2,835 16,170
Net gain on sales or remarketing
of equipment (260,973) (91,505)
Interest expense on non-recourse
financing paid directly by lessees 3,260 78,635
Interest expense accrued on
non-recourse debt 3,371 24,193
Collection of principal
- non-financed receivables 354,400 171,005
Income from equity investment
in joint venture (10,253) (27,683)
Distribution from equity investment
In joint venture 255,499 -
Changes in operating assets
and liabilities:
Allowance for doubtful accounts 137 56,761
Accounts payable to General Partner
and affiliates, net (20,607) 108,270
Security deposits and deferred credits (341,244) 324,184
Accounts payable - other 84,763 -
Other, net 9,270 4,244
------------ ------------
Total adjustments 38,612 526,568
------------ ------------
Net cash provided by operating activities 402,057 690,065
---------- ------------
Cash flows from investing activities:
Proceeds from sales of equipment 328,826 210,336
Equipment and receivables purchased (459,914) (1,304,964)
Investment in joint venture - (1,500,000)
------------ ------------
Net cash used in investing activities (131,088) (2,594,628)
----------- ------------
Cash flows from financing activities:
Redemption of limited partnership units (10,369) (7,818)
Cash distributions to partners (451,837) (454,318)
------------ ------------
Page 11
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
For the Three Months Ended March 31,
(unaudited)
1996 1995
---- ----
Net cash used in
financing activities (462,206) (462,136)
------------ ------------
Net decrease in cash (191,237) (2,366,699)
Cash at beginning of period 1,777,981 3,754,643
------------ ------------
Cash at end of period $ 1,586,744 $ 1,387,944
============ ============
See accompanying notes to financial statements.
Page 12
<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 three months ended March 31, 1996 and 1995, non-cash activities
included the following:
1996 1995
---- ----
Principal and interest on finance
receivables paid directly by lessees $ 381,304 $ 1,123,182
Principal and interest on non-recourse
financing paid directly by lessees (381,304) (1,123,182)
Decrease in notes payable - non-recourse
due to terminations (202,963) -
Decrease in investment in finance leases
due to terminations 430,132 -
Decrease in security deposits and deferred
credits due to terminations (227,169) -
------------ ------------
$ - $ -
============ ============
Interest expense of $9,545 and $107,199 for the three months ended March
31, 1996 and 1995 consisted of: interest expense on non-recourse financing
accrued or paid directly to lenders by lessees of $6,631 and $102,828,
respectively, and other interest of $2,914 and $4,371, respectively.
Page 13
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements
March 31, 1996
(unaudited)
1. Basis of Presentation
The financial statements included herein should be read in conjunction with
the Notes to Financial Statements included in the Partnership's 1995 Annual
Report on Form 10-K and have been prepared in accordance with the accounting
policies stated therein.
2. 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.
Page 14
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
3. 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.L.C. I ("ICON Asset Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring, managing and securitizing a portfolio
of leases. The Partnership, Series 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 portfolio from First Sierra Financial, Inc. utilizing
$16,273,793 of proceeds from the warehouse line, $10,857,427 in contributions
received from the Partnership and affiliates and $723,046 in cash adjustments at
closing (relating primarily to rents received by the seller from lessees prior
to closing and for the benefit of ICON Asset Acquisition LLC). The purchase
price of the portfolio totaled $27,854,266 and the underlying equipment consists
of graphic arts and printing equipment. The terms of the leases in this
portfolio range from 12 to 72 months. ICON Asset Acquisition LLC acquired lease
contracts which were less than 60 days delinquent and which met the
Partnership's overall credit underwriting criteria. The purchase price of the
portfolio was determined by discounting the future contractual cash flows. All
such leases are net leases and are reported and accounted for as finance leases.
The Partnership accounts for its investment in ICON Asset Acquisition LLC as an
equity investment.
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
Page 15
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
is responsible for disbursing to Prudential its respective principal and
interest and to ICON Asset Acquisition LLC the excess of cash collected over
debt service from the portfolio. ICON Asset Acquisition LLC accounts for this
investment as an investment in finance leases and financings. Prudential's
investment in the trust is accounted for as non-recourse debt on ICON Asset
Acquisition LLC's books and records. All monies received and remitted to TCB
from the securitized portfolio are accounted for as a reduction in related
finance lease and financing receivables and all amounts paid to Prudential by
TCB are accounted for as a reduction of non-recourse debt.
Information as to the financial position and results of operations of ICON
Asset Acquisition LLC as of and for the three months ended March 31, 1996 is
summarized below:
March 31, 1996
Assets $ 20,348,481
============
Liabilities $ 13,758,762
============
Equity $ 6,589,719
============
Three Months Ended
March 31, 1996
Net income $ 76,571
============
4. Security Deposits and Deferred Credits
Security deposits and deferred credits at March 31, 1996 and December 31,
1995 include $465,453 and $646,639, respectively, of proceeds received on
residuals which will be applied upon final remarketing of the related equipment.
5. Related Party Transactions
During the three months ended March 31, 1996 and 1995, the Partnership paid
or accrued to the General Partner management fees of $24,096 and $38,956,
respectively, and paid or accrued administrative expense reimbursements of
$24,550 and $39,513, respectively. These fees and reimbursements were charged to
operations.
The payment of management fees have been deferred since September 1, 1993
and as of March 31, 1996, $508,200 in management fees have been accrued but not
paid.
Page 16
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Under the Original 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 $21,959 for
the three months ended March 31, 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).
For the three months ended March 31, 1996 and 1995, there were no
acquisition fees paid or accrued by the Partnership.
Page 17
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
PART II
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults Upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None
Item 6 - Reports and Amendments
The Partnership did not file any Reports or Amendments for the three months
ended March 31, 1996.
Page 18
<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.
August 7, 1996 Charles Duggan
Date Charles Duggan
Executive Vice President and
Chief Financial Officer
(Principal financial and account officer
of the General Partner of the Registrant)
Page 19
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 1,586,744
<SECURITIES> 0
<RECEIVABLES> 6,796,726
<ALLOWANCES> 313,013
<INVENTORY> 708
<CURRENT-ASSETS> 0 (1)
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,953,848
<CURRENT-LIABILITIES> 0 (2)
<BONDS> 2,208,251
0
0
<COMMON> 0
<OTHER-SE> 5,484,670
<TOTAL-LIABILITY-AND-EQUITY> 8,953,848
<SALES> 440,829
<TOTAL-REVENUES> 440,829
<CGS> 2,835
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 65,004
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,545
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 363,445
<EPS-PRIMARY> 1.81
<EPS-DILUTED> 1.81
<FN>
(1) 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.
(2) 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>
