UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended March 31, 1997
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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
----------------------- ------------------------
Commission File Number 0-27904
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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>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Balance Sheets
(unaudited)
<TABLE>
March 31, December 31,
1997 1996
Assets
<S> <C> <C>
Cash $ 1,543,108 $ 1,059,310
-------------- --------------
Investment in finance leases
Minimum rents receivable 2,108,858 2,652,925
Estimated unguaranteed residual values 1,220,951 1,228,841
. Unearned income (252,626) (315,242)
Allowance for doubtful accounts (285,968) (285,600)
-------------- --------------
2,791,215 3,280,924
Investment in financings
Receivables due in installments 1,817,349 2,027,328
Unearned income (260,839) (305,587)
Allowance for doubtful accounts (23,420) (23,420)
-------------- --------------
1,533,090 1,698,321
Equity investment in joint venture 408,938 526,881
-------------- --------------
Other assets 96,701 78,268
-------------- --------------
Total assets $ 6,373,052 $ 6,643,704
============== ==============
Liabilities and Partners' Equity
Notes payable - non-recourse $ 789,673 $ 994,354
Accounts payable to General Partner and affiliates, net 636,755 510,716
Security deposits, deferred credits and
accounts payable-other 607,097 446,887
-------------- --------------
2,033,525 1,951,957
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (129,075) (125,553)
Limited partners (198,470 units outstanding, $100
per unit original issue price) 4,468,602 4,817,300
-------------- --------------
Total partners' equity 4,339,527 4,691,747
-------------- --------------
Total liabilities and partners' equity $ 6,373,052 $ 6,643,704
============== ==============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Operations
For the Three Months Ended March 31,
(unaudited)
1997 1996
---- ----
Revenues
Finance income $ 107,349 $ 146,898
Interest income and other 20,398 22,705
Net gain on sales or remarketing
of equipment 13,712 260,973
Income from equity investment
in joint venture 5,914 10,253
------------- -------------
Total revenues 147,373 440,829
------------- -------------
Expenses
Administrative expense reimbursements
- General Partner 18,973 24,550
Management fees - General Partner 18,726 24,096
General and administrative 5,640 16,358
Interest 5,186 9,545
Amortization of initial direct costs - 2,835
------------- -------------
Total expenses 48,525 77,384
------------- -------------
Net income $ 98,848 $ 363,445
============= =============
Net income allocable to:
Limited partners $ 97,860 $ 359,811
General Partner 988 3,634
------------- -------------
$ 98,848 $ 363,445
============= =============
Weighted average number of limited
partnership units outstanding 198,470 198,775
============= =============
Net income per weighted average limited
partnership unit $ .49 $ 1.81
============= =============
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 Three Months Ended March 31, 1997 and
the Years Ended December 31, 1996, 1995 and 1994
(unaudited)
<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, 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
Cash distribution
to partners $ 4.39 $ 4.61 (1,786,992) (18,050) (1,805,042)
Limited partnership
units redeemed
(330 units) (10,369) - (10,369)
Net income 914,490 9,237 923,727
-------------- ------------- ---------------
Balance at
December 31, 1996 4,817,300 (125,553) 4,691,747
Cash distribution
to partners $ 1.76 $ .49 (446,558) (4,510) (451,068)
Net income 97,860 988 98,848
-------------- ------------- ---------------
Balance at
March 31, 1997 $ 4,468,602 $ (129,075) $ 4,339,527
============== ============= ===============
</TABLE>
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 Three Months Ended March 31,
(unaudited)
<TABLE>
1997 1996
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income $ 98,848 $ 363,445
-------------- ---------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Finance income portion of receivables paid
directly to lenders by lessees (9,774) (41,846)
Net gain on sales or remarketing of equipment (13,712) (260,973)
Interest expense on non-recourse financing
paid directly by lessees 5,186 3,260
Interest expense accrued on non-recourse debt - 3,371
Collection of principal - non-financed receivables 447,276 354,400
Income from equity investment in joint venture (5,914) (10,253)
Distribution from equity investment in joint venture 123,857 255,499
Amortization of initial direct costs - 2,835
Changes in operating assets and liabilities:
Security deposits, deferred credits and accounts payable-other 160,210 (256,481)
Accounts payable to General Partner and affiliates, net 126,039 (20,607)
Allowance for doubtful accounts - 137
Other, net (32,664) 9,270
-------------- ---------------
Total adjustments 800,504 38,612
-------------- ---------------
Net cash provided by operating activities 899,352 402,057
-------------- ---------------
Cash flows from investing activities:
Proceeds from sales of equipment 35,514 328,826
Equipment and receivables purchased - (459,914)
-------------- ---------------
Net cash provided by (used in) investing activities 35,514 (131,088)
-------------- ---------------
Cash flows from financing activities:
Cash distributions to partners (451,068) (451,837)
Redemption of limited partnership units - (10,369)
-------------- ---------------
Net cash used in financing activities (451,068) (462,206)
-------------- ---------------
Net increase (decrease) in cash 483,798 (191,237)
Cash at beginning of period 1,059,310 1,777,981
-------------- ---------------
Cash at end of period $ 1,543,108 $ 1,586,744
============== ===============
</TABLE>
See accompanying notes to financial statements.
<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, 1997 and 1996, non-cash
activities included the following:
<TABLE>
1997 1996
---- ----
<S> <C> <C>
Principal and interest on finance receivables paid
directly by lessees $ 209,867 $ 381,304
Principal and interest on non-recourse financing paid
directly by lessees (209,867) (381,304)
Decrease in investment in finance leases due to terminations - 430,132
Decrease in security deposits and deferred credits
due to terminations - (227,169)
Decrease in notes payable - non-recourse due to terminations - (202,963)
---------------- --------------
$ - $ -
================ ==============
</TABLE>
Interest expense of ($5,186) and $9,545 for the three months ended March 31,
1997 and 1996 consisted of: interest expense on non-recourse financing accrued
or paid directly to lenders by lessees of ($5,186) and $6,631, respectively, and
other interest of $0 and $2,914, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements
March 31, 1997
(unaudited)
1. Basis of Presentation
The 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 1996 Annual Report on Form 10-K.
2. Investment in Joint Venture
The Partnership Agreement allows the Partnership to invest in joint
ventures with other limited partnerships sponsored by the General Partner
provided that the investment objectives of the joint ventures are consistent
with that of the Partnership.
On February 3, 1995, the Partnership and two affiliates, ICON Cash Flow
Partners, L.P., Series 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. On February 17, 1995, ICON Asset
Acquisition LLC purchased an existing portfolio of leases. The purchase price of
the portfolio totaled $27,854,266, and the underlying equipment consists of
graphic arts and printing equipment. On September 5, 1995, ICON Asset
Acquisition LLC securitized substantially all of its portfolio and became the
beneficial owner of a trust and the Prudential Insurance Company of America
("Prudential") the lender to the trust. On January 28, 1997, ICON Asset
Acquisition LLC re-financed its outstanding $7,780,000 obligation to Prudential
with proceeds it received from a loan from ICON Cash Flow Partners, L.P., Series
E ("Series E"), an affiliate of the Partnership. The loan is short-term, and is
expected to be re-financed by June 30, 1997. ICON Asset Acquisition LLC is
charged an interest rate that is equal to Series E's cost of funds, which is
approximately 8.0%.
<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 three months ended March 31, 1997 is
summarized below:
March 31, 1997
Assets $ 10,572,361
============
Liabilities $ 7,520,698
============
Equity $ 3,051,663
============
Three Months Ended
March 31, 1997
Net income $ 44,165
============
3. Security Deposits and Deferred Credits
Security deposits and deferred credits at March 31, 1997 and December 31,
1996 include $595,912 and $426,379, respectively, of proceeds received on
residuals which will be applied upon final remarketing of the related equipment.
4. Related Party Transactions
During the three months ended March 31, 1997 and 1996, the Partnership
accrued to the General Partner management fees of $18,726 and $24,096,
respectively, and paid or accrued administrative expense reimbursements of
$18,973 and $24,550, 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, 1997, $595,189 in management fees have been accrued but not
paid.
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 $13,826 for
the three months ended March 31, 1997. 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, 1997 and 1996 no acquisition fees
were paid or accrued by the Partnership.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
March 31, 1997
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 and equity investment in joint venture representing 61%, 31%
and 8% of total investments at March 31, 1997, respectively, and 71%, 17% and
12% of total investments at March 31, 1996, respectively.
For the three months ended March 31, 1996, the Partnership leased or
financed equipment with initial cost of $930,280, to 16 lessees or equipment
users with a weighted average initial transaction term of 34 months. The
Partnership did not lease or finance any equipment for the three months ended
March 31, 1997.
Results of Operations for the Three Months Ended March 31, 1997 and 1996
Revenues for the three months ended March 31, 1997 were $147,373,
representing a decrease of $293,456 or 67% from 1996. The decrease in revenues
resulted primarily from a decrease in net gain on sales or remarketing of
equipment of $247,261 or 95% from 1996. There were also decreases in finance
income of $39,549 or 27%, a decrease in income from equity investment in joint
venture of $4,339 or 42% and a decrease in interest income and other of $2,307
or 10%. Net gain on sales or remarketing of equipment decreased due to a
decrease in the number of leases maturing, and the underlying equipment being
sold or remarketed, for which the proceeds received were in excess of the
remaining carrying value of the equipment. The decrease in finance income
resulted from a decrease in the average size of the portfolio from 1996 to 1997.
Interest income and other decreased due to a decrease in late charges received.
The decrease in income from equity investment in joint venture resulted from a
decrease in the average size of the portfolio under investment.
Expenses for the three months ended March 31, 1997 were $48,525,
representing a decrease of $28,859 or 37% from 1996. The decrease in expenses
resulted from a decrease in interest expense of $13,184, a decrease in
administrative expense reimbursements of $5,577 or 23%, a decrease in management
fees of $5,370 or 22%, a decrease in amortization of initial direct costs of
$2,835 or 100% and a decrease in general and administrative expense of $1,893 or
12% from 1996. Interest expense decreased due to a decrease in the average debt
outstanding from 1996 to 1997. 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.
Net income for the three months ended March 31, 1997 and 1996 was $98,848
and $363,445, respectively. The net income per weighted average limited
partnership unit was $.49 and $1.81 for 1997 and 1996, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the three months ended
March 31, 1997 and 1996 were net cash provided by operations of $899,352 and
$402,057, respectively, and proceeds from sales of equipment of $35,514 and
$328,826, respectively. These funds were used to fund cash distributions, make
payments on borrowings and, in 1996, to purchase equipment. The Partnership
intends to continue to fund cash distributions utilizing funds from cash
provided by operations and proceeds from sales of equipment.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Cash distributions to limited partners for the three months ended March
31, 1997 and 1996, which were paid monthly, totaled $446,558 and $447,319,
respectively, of which $97,860 and $359,811 was investment income and $348,698
and $87,508 was a return of capital, respectively. The monthly cash distribution
rate was 9.00%, of which 1.97% and 7.24% was investment income and 7.03% and
1.76% 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, 1997 and
1996 was $2.25, of which $.49 and $1.81 was investment income and $1.76 and $.44
was a return of capital, respectively.
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 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. The Partnership is currently preparing a new proxy with the SEC. 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. If the Partnership does not receive consents representing a majority
of the outstanding Partnership units then the Partnership will begin liquidating
its Investments and distributing the proceeds as provided in the Partnership
Agreement.
As of March 31, 1997, except as noted above, there were no known trends
or demands, commitments, events or uncertainties which are likely to have any
material effect on liquidity. As cash is realized from operations, sales of
equipment and borrowings, the Partnership will continue to pay distributions
while retaining sufficient cash to meet its reserve requirements and recurring
obligations as they become due.
<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
No reports on Form 8-K were filed by the Partnership during the quarter ended
March 31, 1997.
<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.
May 15, 1997 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
<NAME> ICON Cash Flow Partners, L.P., Series C 3/31/97 10Q/A
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,543,108
<SECURITIES> 0
<RECEIVABLES> 4,672,373
<ALLOWANCES> 309,388
<INVENTORY> 58,021
<CURRENT-ASSETS> * 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,373,052
<CURRENT-LIABILITIES> ** 0
<BONDS> 789,673
0
0
<COMMON> 0
<OTHER-SE> 4,339,527
<TOTAL-LIABILITY-AND-EQUITY> 6,373,052
<SALES> 147,373
<TOTAL-REVENUES> 147,373
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 43,339
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,186
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 98,848
<EPS-PRIMARY> 0.49
<EPS-DILUTED> 0.49
<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>
