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 0-27904
---------------------------------------------------------
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 (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 Interests
- --------------------------------------------------------------------------------
(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 C
(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 11-26
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 27
PART III
10. Directors and Executive Officers of the Registrant's
General Partner 27-28
11. Executive Compensation 28
12. Security Ownership of Certain Beneficial Owners
and Management 29
13. Certain Relationships and Related Transactions 29
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 30
SIGNATURES 31
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1998
PART I
Item 1. Business
General Development of Business
ICON Cash Flow Partners, L.P., Series C (the "Partnership") was formed in
June 1990 as a Delaware limited partnership. The Partnership commenced business
operations on its initial closing date, January 3, 1991, with the admission of
15,249.37 limited partnership units. Between January 4, 1991 and June 21, 1991
(the final closing date), 184,750.63 additional units were admitted bringing the
final admission to 200,000 units totaling $20,000,000 in capital contributions.
Between 1993 and 1997, the Partnership redeemed 1,755 limited partnership units.
In 1998 the Partnership redeemed 208 units, leaving 198,037 limited partnership
units outstanding at December 31, 1998. The sole general partner is ICON Capital
Corp. (the "General Partner").
The Partnership's original reinvestment period was to expire on June 19,
1996, 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 June 19, 1996 and include: (1) extending
the reinvestment period for a maximum of four and one half additional years
(December 19, 2000) 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 has and intends to continue 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, commencing
with each limited partner's admission to the Partnership, when cash is
available, continuing through the reinvestment period; (3) re-invest
substantially all undistributed cash from operations and cash from sales in
additional equipment and financing transactions during the 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 C
(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
The Partnership did not lease or finance any equipment for the years ended
December 31, 1998 and 1997. 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
- -------- ---- ------- ---- -------
Restaurant equipment ............. $1,242,630 34.1% $1,327,848 21.2%
Computer systems ................. 978,136 26.8 1,153,663 18.4
Manufacturing & production ....... 378,526 10.4 601,794 9.6
Printing ......................... 237,459 6.5 237,459 3.8
Office furniture & fixtures ...... 232,067 6.3 1,032,816 16.5
Medical .......................... 186,032 5.1 186,032 3.0
Telecommunications ............... 105,651 2.9 122,478 2.0
Video production ................. 95,511 2.6 148,882 2.4
Construction ..................... 58,230 1.6 71,035 1.1
Copiers .......................... 50,566 1.4 50,566 .8
Automotive equipment ............. 43,283 1.2 65,560 1.0
Retail systems ................... 38,844 1.1 1,267,109 20.2
---------- ----- ---------- -----
$3,646,935 100.0% $6,265,242 100.0%
========== ===== ========== =====
The Partnership has two leases which individually represented greater than
10% of the total portfolio equipment cost at December 31, 1998. The leases are
with Local Favorite, Inc. and Hometown Buffet, Inc. The underlying equipment is
restaurant equipment and the purchase price of the equipment represents 14.4%
and 16.9%, respectively, of the total portfolio equipment cost at December 31,
1998.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(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 1,733 1,745
General Partner 1 1
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(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 ........... $ 756,341 $ 631,332 $1,170,549 $1,059,354 $2,136,954
========== ========== ========== ========== ==========
Net income ............... $ 773,695 $ 978,533 $ 923,727 $ 400,885 $ 246,465
========== ========== ========== ========== ==========
Net income allocable to
limited partners ....... $ 765,958 $ 968,748 $ 914,490 $ 396,876 $ 244,000
========== ========== ========== ========== ==========
Net income allocable to
the General Partner .... $ 7,737 $ 9,785 $ 9,237 $ 4,009 $ 2,465
========== ========== ========== ========== ==========
Weighted average
limited partnership
units outstanding ...... 198,087 198,332 198,551 199,558 199,900
========== ========== ========== ========== ==========
Net income per
weighted average
limited partnership unit $ 3.87 $ 4.88 $ 4.61 $ 1.99 $ 1.22
========== ========== ========== ========== ==========
Distributions to
limited partners ....... $1,782,770 $1,784,993 $1,786,992 $1,796,363 $1,799,100
========== ========== ========== ========== ==========
Distributions to the
General Partner ........ $ 18,017 $ 18,030 $ 18,050 $ 18,144 $ 18,173
========== ========== ========== ========== ==========
December 31,
-------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Total assets $3,079,477 $4,316,353 $6,643,704 $9,781,663 $18,016,023
========== ========== ========== ========== ===========
Partners' equity $2,833,010 $3,861,494 $4,691,747 $5,583,431 $ 7,035,309
========== ========== ========== ========== ===========
</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 C
(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 financings,
finance leases and equity investment in joint venture of 51%, 44% and 5% of
total investments, respectively, at December 31, 1998 and 48%, 52% and 0% of
total investments, respectively, at December 31, 1997.
Results of Operations
Years Ended December 31, 1998 and 1997
Revenues for the year ended December 31, 1998 were $756,341, representing
an increase of $125,009 or 20% from 1997. The increase in revenues resulted
primarily from an increase in net gain on sales or remarketing of equipment of
$289,284 or 164% and an increase in interest income and other of $20,084 or 20%
from 1997. The increase was partially offset by a decrease in finance income of
$163,019 or 49% and a decrease in income from equity investment in joint venture
of $21,340 or 100%. 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 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 1997 to 1998.
The decrease in finance income resulted from a decrease in the average size of
the portfolio from 1997 to 1998. The decrease in income from equity investment
in joint venture resulted from the Partnership's 1997 divestiture of its
investment in a joint venture. In December 1998, the Partnership entered into a
new joint venture, however, there were no revenues generated from such joint
venture in 1998.
Expenses for the year ended December 31, 1998 totaled a net credit of
$17,354, representing a change of $329,847 from 1997. The change in expenses
resulted primarily from a 1997 reversal of $471,463 of prior years' accrued and
unpaid management fees. The change in expenses also resulted from an increase in
general and administrative expense of $42,983 or 71% from 1997, a decrease in
administrative expense reimbursements of $29,711 or 50%, a decrease in interest
expense of $4,888 or 100%, and a 1998 reversal of the allowance for doubtful
accounts of $150,000. The increase in general and administrative expense was due
to an increase in legal and other professional fees, printing and tax related
expenses. Administrative expense reimbursements decreased due to a decrease in
the average size of the portfolio from 1997 to 1998. The decrease in interest
expense resulted from a decrease in the average debt outstanding from 1997 to
1998. The reversal of the allowance for doubtful accounts resulted from an
analysis of delinquency trends, loss experience and an assessment of overall
credit risk.
Net income for the years ended December 31, 1998 and 1997 was $773,695 and
$978,533, respectively. The net income per weighted average limited partnership
unit was $3.87 and $4.88 for 1998 and 1997, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1998
Years Ended December 31, 1997 and 1996
Revenues for the year ended December 31, 1997 were $631,332, representing a
decrease of $539,217 or 46% from 1996. The decrease in revenues resulted
primarily from a decrease in the net gain on sales or remarketing of equipment
of $335,471 or 66% and a decrease in finance income of $238,875 or 42%. These
decreases were partially offset by an increase in interest income and other of
$29,101 or 42% from 1996 and an increase in income from equity investment in
joint venture of $6,028 or 39%. 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 finance
income resulted from a decrease in the average size of the portfolio from 1996
to 1997. The increase in interest income and other resulted from an increase in
the average cash balance and an increase in late charges received 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 totaled a net credit of
$347,201, representing a change of $594,023 from 1996. The change in expenses
resulted primarily from a reversal of prior years accrued and unpaid management
fees of $471,463. This reversal was attributable to the solicitation of an
affirmative vote of the limited partners to amend the Partnership Agreement. The
amendment, which was adopted February 18, 1998 is effective from and after June
19, 1996 and specifically eliminates the Partnership's obligation to pay such
management fees. The change in expenses also resulted from a decrease in
administrative expense reimbursements of $34,368 or 37%, a decrease in
amortization of initial direct costs of $6,912 or 100% and a decrease in
interest expense of $11,921 or 71%. These decreases were partially offset by an
increase in general and administrative expense of $23,001 or 62% from 1996.
Administrative expense reimbursements and amortization of initial direct costs
decreased due to a decrease in the average size of the portfolio from 1996 to
1997. Interest expense decreased due to the decrease in non-recourse notes
payable from 1996 to 1997. The increase in general and administrative expense is
due to an increase in postage, printing and tax related expenses.
Net income for the years ended December 31, 1997 and 1996 was $978,533 and
$923,727, respectively. The net income per weighted average limited partnership
unit was $4.88 and $4.61 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 $952,528, $2,038,710 and $1,987,290, proceeds
from sales of equipment of $646,783, $621,621 and $1,289,421, respectively and
proceeds from sale of investment in joint venture of $275,294 in 1997. These
funds were used to purchase equipment in 1996, fund cash distributions and make
payments on borrowings. The Partnership intends to purchase equipment until the
end of the extended Reinvestment Period and to continue to fund cash
distributions utilizing cash provided by operations and proceeds from sales of
equipment.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1998
In December 1998 the Partnership and three affiliates, ICON Cash Flow
Partners L.P. Six ("L.P. Six"), ICON Cash Flow Partners L.P. Seven ("L.P.
Seven") and ICON Income Fund Eight A L.P. ("Eight A") formed ICON Boardman
Funding LLC, for the purpose of acquiring a lease with Portland General
Electric. The purchase price totaled $27,421,810, and was funded with cash and
non-recourse debt assumed in the purchase price. The Partnership, L.P. Six, L.P.
Seven and Eight A received a .5%, .5%, .5% and 98.5% interest, respectively, in
the joint venture. The Partnership's original investment was recorded at cost of
$56,960 and will be adjusted by its share of earnings, losses and distributions,
thereafter.
Cash distributions to the limited partners in 1998, 1997 and 1996, which
were paid monthly, totaled $1,782,770, $1,784,993 and $1,786,992, respectively,
of which $765,958, $968,748, and $914,490 was investment income and $1,016,812,
$816,245 and $872,502 was a return of capital, respectively. The monthly
annualized cash distribution rate for 1998, 1997 and 1996 was 9.00%, of which
3.87%, 4.88% and 4.61% was investment income and 5.13%, 4.12%, and 4.39% 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 in 1998, 1997 and 1996 was $9.00, of which $3.87, $4.88
and $4.61 was investment income and $5.13, $4.12 and $4.39 was a return of
capital, respectively.
The Partnership's original reinvestment period was to expire on June 19,
1996, 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
accordingly. These amendments are effective from and after June 19, 1996 and
include: (1) extending the reinvestment period for a maximum of four and one
half additional years and likewise delayed the start and end of the liquidation
period, and (2) eliminating the Partnership's obligation to pay the General
Partner $529,125 of the $634,125 accrued and unpaid management fees as of
December 31, 1997 and all additional management fees which would otherwise
accrue. The remaining $105,000 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 invest in equipment leases and
financings and make distributions to limited partners 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.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1998
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 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 C
(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 17-19
Notes to Financial Statements 20-26
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(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 C:
We have audited the accompanying balance sheets of ICON Cash Flow Partners,
L.P., Series C (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 C 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 C
(A Delaware Limited Partnership)
Balance Sheets
December 31,
<TABLE>
1998 1997
---- ----
Assets
<S> <C> <C>
Cash ....................................................... $ 1,983,281 $ 2,186,149
----------- -----------
Investment in financings
Receivables due in installments ........................ 645,067 1,212,649
Unearned income ........................................ (60,405) (149,103)
Allowance for doubtful accounts ........................ (27,847) (94,437)
----------- -----------
556,815 969,109
----------- -----------
Investment in finance leases
Minimum rents receivable ............................... 469,525 1,097,491
Estimated unguaranteed residual values ................. 77,884 189,833
Unearned income ........................................ (40,861) (125,351)
Allowance for doubtful accounts ........................ (24,127) (88,499)
----------- -----------
482,421 1,073,474
Equity investment in joint venture ......................... 56,960 --
Other assets ............................................... -- 87,621
----------- -----------
Total assets ............................................... $ 3,079,477 $ 4,316,353
=========== ===========
Liabilities and Partners' Equity
Accounts payable to General Partner and affiliates, net .... $ 175,586 $ 36,234
Security deposits, deferred credits and other payables ..... 70,881 418,625
----------- -----------
246,467 454,859
----------- -----------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner ........................................ (144,078) (133,798)
Limited partners (198,037 and 198,245 units outstanding,
$100 per unit original issue price in 1998 and 1997,
respectively) ........................................ 2,977,088 3,995,292
----------- -----------
Total partners' equity ..................................... 2,833,010 3,861,494
----------- -----------
Total liabilities and partners' equity ..................... $ 3,079,477 $ 4,316,353
=========== ===========
</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 Years Ended December 31,
<TABLE>
1998 1997 1996
---- ---- ----
Revenues
<S> <C> <C> <C>
Net gain on sales or remarketing
of equipment ............................... $ 465,144 $ 175,860 $ 511,331
Finance income ............................... 172,179 335,198 574,073
Interest income and other .................... 119,018 98,934 69,833
Income from equity investment in joint venture -- 21,340 15,312
---------- ---------- ----------
Total revenues ............................... 756,341 631,332 1,170,549
---------- ---------- ----------
Expenses
General and administrative ................... 103,231 60,248 37,247
Administrative expense reimbursements
- General Partner .......................... 29,415 59,126 93,494
Management fees - General Partner ............ -- (471,463) 92,360
Interest ..................................... -- 4,888 16,809
Amortization of initial direct costs ......... -- -- 6,912
Reversal of allowance for
doubtful accounts .......................... (150,000) -- --
---------- ---------- ----------
Total expenses ............................... (17,354) (347,201) 246,822
---------- ---------- ----------
Net income ...................................... $ 773,695 $ 978,533 $ 923,727
========== ========== ==========
Net income allocable to:
Limited partners ............................. $ 765,958 $ 968,748 $ 914,490
General Partner .............................. 7,737 9,785 9,237
---------- ---------- ----------
$ 773,695 $ 978,533 $ 923,727
========== ========== ==========
Weighted average number of limited
partnership units outstanding ................ 198,087 198,332 198,551
========== ========== ==========
Net income per weighted average
limited partnership unit ..................... $ 3.87 $ 4.88 $ 4.61
========== ========== ==========
</TABLE>
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 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 $ 5,700,171 $(116,740) $ 5,583,431
Cash distributions
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 distributions
to partners $4.12 $4.88 (1,784,993) (18,030) (1,803,023)
Limited partnership
units redeemed
(225 units) (5,763) - (5,763)
Net income 968,748 9,785 978,533
----------- --------- -----------
Balance at
December 31, 1997 3,995,292 (133,798) 3,861,494
Cash distributions
to partners $5.13 $3.87 (1,782,770) (18,017) (1,800,787)
Limited partnership
units redeemed
(208 units) (1,392) - (1,392)
Net income 765,958 7,737 773,695
----------- --------- -----------
Balance at
December 31, 1998 $ 2,977,088 $(144,078) $ 2,833,010
=========== ========= ===========
</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 Years Ended December 31,
<TABLE>
1998 1997 1996
---- ---- ----
Cash flows from operating activities:
<S> <C> <C> <C>
Net income ........................................... $ 773,695 $ 978,533 $ 923,727
----------- ----------- -----------
Adjustments to reconcile net income to
net cash provided by operating activities:
Finance income portion of receivables paid
directly to lenders by lessees ................... -- (14,028) (121,569)
Amortization of initial direct costs ............... -- -- 6,912
Net gain on sales or remarketing of equipment ...... (465,144) (175,860) (511,331)
Interest expense on non-recourse financing
paid directly by lessees ......................... -- 4,888 13,896
Income from equity investment in joint venture ..... -- (21,340) (15,312)
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 1,029,790 1,486,003 1,564,037
Distribution from joint venture .................. -- 237,003 616,361
Investment in equity joint venture ............... (56,960) -- --
Allowance for doubtful accounts .................. (130,962) (126,084) --
Accounts payable to General Partner
and affiliates, net ............................ 139,352 (474,482) 43,688
Security deposits and deferred credits ........... (347,744) (28,262) (390,339)
Other, net ....................................... 10,501 172,339 (142,780)
----------- ----------- -----------
Total adjustments .............................. 178,833 1,060,177 1,063,563
----------- ----------- -----------
Net cash provided by operating activities ........ 952,528 2,038,710 1,987,290
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment ..................... 646,783 621,621 1,289,421
Equipment and receivables purchased .................. -- -- (2,179,971)
Proceeds from sale of investment in
joint venture ...................................... -- 275,294 --
----------- ----------- -----------
Net cash provided by (used in)
investing activities ........................... 646,783 896,915 (890,550)
----------- ----------- -----------
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
For the Years Ended December 31,
<TABLE>
1998 1997 1996
---- ---- ----
Cash flows from financing activities:
<S> <C> <C> <C>
Redemption of limited partnership units (1,392) (5,763) (10,369)
Cash distributions to partners ........ (1,800,787) (1,803,023) (1,805,042)
----------- ----------- -----------
Net cash used in financing activities .... (1,802,179) (1,808,786) (1,815,411)
----------- ----------- -----------
Net (decrease) increase in cash ....... (202,868) 1,126,839 (718,671)
Cash, beginning of year .................. 2,186,149 1,059,310 1,777,981
----------- ----------- -----------
Cash, end of year ........................ $ 1,983,281 $ 2,186,149 $ 1,059,310
=========== =========== ===========
</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
Interest expense of $4,888 and $16,809 for the years ended December 31,
1997 and 1996 consisted of interest expense on non-recourse financing accrued or
paid directly to lenders by lessees of $4,888 and $13,896, respectively, and
other interest paid or accrued of $0 and $2,913, 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 lender by lessee ............ $ -- $ 419,734 $ 1,173,063
Principal and interest on non-recourse financing
paid directly to lender by lessee ............ -- (419,734) (1,173,063)
Decrease in notes payable - non-recourse
due to terminations .......................... -- (579,508) (412,183)
Decrease in investment in finance leases due to
terminations ................................. -- 579,508 412,183
-------- ----------- -----------
$ -- $ -- $ --
======== =========== ===========
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements
December 31, 1998
1. Organization
ICON Cash Flow Partners, L.P., Series C (the "Partnership") was formed on
June 22, 1990 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, to enter into secured
financing transactions. The Partnership's offering period commenced on January
3, 1991 and by its final closing in 1991, 200,000 units had been admitted into
the Partnership with aggregate gross proceeds of $20,000,000. Between 1993 and
1997, the Partnership redeemed 1,755 limited partnership units. In 1998 the
Partnership redeemed 208 limited partnership units, leaving 198,037 limited
partnership units outstanding at December 31, 1998.
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 from 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% of the gross
proceeds received from the sale of the units. Such offering costs aggregated
$2,600,000, (including $1,013,120 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, 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 June 19,
1996, 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
accordingly. These amendments are effective from and after June 19, 1996 and
include: (1) extending the reinvestment period for a maximum of four and one
half additional years and likewise delayed the start and end of the liquidation
period, and (2) eliminating the Partnership's obligation to pay the General
Partner $529,125 of the $634,125 accrued and unpaid management fees as of
December 31, 1997 and all additional management fees which would otherwise
accrue. The remaining $105,000 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.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(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. Initial direct costs of
finance leases are capitalized and are amortized over the terms of the related
leases using the interest method. The Partnership's leases have terms ranging
from two to five years. 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, approximates market value.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Investment in Joint Venture - The Partnership accounts for its interests in
less than 50% owned joint ventures under the equity method of accounting. In
such cases, the Partnership's original investment is recorded at cost and
adjusted for its share of earnings, losses and distributions thereafter.
Redemption of Limited Partnership Units - The General Partner consented to
the Partnership redeeming 100 limited partnership units during 1993, 1,100 units
during 1995, 330 units during 1996, 225 units during 1997, and 208 units during
1998. The redemption amounts were calculated following the specified redemption
formula in accordance with 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.
Allowance for Doubtful Accounts - The Partnership records provisions for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful accounts is based on an analysis of delinquency and loss trends 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 $150,000 of amounts previously included in the allowance for doubtful
accounts.
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.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
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. Investments in Joint Ventures
The Partnership and affiliates formed two joint ventures for the purpose
of acquiring and managing various assets.
In December 1998 the Partnership and three affiliates, ICON Cash Flow
Partners L.P. Six ("L.P. Six"), ICON Cash Flow Partners L.P. Seven ("L.P.
Seven") and ICON Income Fund Eight A L.P. ("Eight A") formed ICON Boardman
Funding LLC ("ICON BF"), for the purpose of acquiring a lease with Portland
General Electric. The purchase price totaled $27,421,810, and was funded with
cash and non-recourse debt assumed in the purchase price. The Partnership, L.P.
Six, L.P. Seven and Eight A received a .5%, .5%, .5% and 98.5% interest,
respectively, in ICON BF. The Partnership's original investment was recorded at
cost of $56,960 and will be adjusted by its share of earnings, losses and
distributions, thereafter. Simultaneously with the acquisition of the Portland
General Electric lease by ICON BF, the rent in excess of the senior debt
payments was acquired by L.P. Six for $3,801,108.
Information as to the financial position of ICON BF as of December 31, 1998
is summarized below:
December 31, 1998
-----------------
Assets $ 23,620,702
============
Liabilities $ 12,228,713
============
Equity $ 11,391,989
============
Partnership's share of equity $ 56,960
============
There was no income statement impact of this joint venture in 1998 as the
joint venture was formed at the end of the year.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
In February 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. 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 B, their investment in ICON Asset Acquisition LLC. The Partnership
and Series B'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 the 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.
5. Receivables Due in Installments
Non-cancelable minimum annual amounts receivable on financings and finance
leases are as follows:
Finance
Year Financings Leases Total
---- ---------- ------- -----
1999 $ 359,559 $ 315,815 $ 675,374
2000 243,261 146,489 389,750
2001 42,247 7,221 49,468
---------- ---------- ----------
$ 645,067 $ 469,525 $1,114,592
========== ========== ==========
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
6. 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
Leases Financings Total
------ ---------- -----
<S> <C> <C> <C>
Balance at December 31, 1995 ................... $ 289,456 $ 23,420 $ 312,876
Accounts written-off ...................... (12,308) -- (12,308)
Recovery on accounts previously
written-off ............................. 8,452 -- 8,452
--------- --------- ---------
Balance at December 31, 1996 ................... 285,600 23,420 309,020
Accounts written-off ...................... (114,805) (22,816) (137,621)
Recovery on accounts previously
written-off ............................. 6,927 4,610 11,537
Transfer within accounts .................. (89,223) 89,223 --
--------- --------- ---------
Balance at December 31, 1997 ................... 88,499 94,437 182,936
Accounts written-off ...................... (1,566) -- (1,566)
Recovery on accounts previously
written-off ............................. 20,604 -- 20,604
Transfer within accounts .................. (9,343) 9,343 --
Reversal of allowance for doubtful accounts (74,067) (75,933) (150,000)
--------- --------- ---------
Balance at December 31, 1998 ................... $ 24,127 $ 27,847 $ 51,974
========= ========= =========
</TABLE>
7. Related Party Transactions
As a result of the approval of the amendments as discussed in Note 2, in
which the General Partner's right to receive certain fees was voluntarily
waived, the Partnership reversed accrued and unpaid management fees in the
amount of $529,125 of the $634,125 accrued and unpaid management fee as of
December 31, 1997. The reversal consisted of $57,662 relating to 1997 accrued
management fees and $471,463 relating to management fees from 1996 and prior.
These management fees had been previously expensed but not paid to the General
Partner. During the year ended December 31, 1996, the Partnership accrued
General Partner management fees of $92,360. During the years ended December 31,
1998, 1997 and 1996 the Partnership paid or accrued to the General Partner
administrative expense reimbursements of $29,415, $59,126 and $93,494,
respectively. These fees and reimbursements were charged to operations.
In December 1998 the Partnership and three affiliates, L.P. Six, L.P. Seven
and Eight A formed ICON BF, for the purpose of acquiring a lease with Portland
General Electric. See Note 4 for additional information relating to the joint
venture.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
In February 1995 the Partnership and two affiliates, ICON Cash Flow
Partners, L.P., Series B ("Series B"), and 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. See Note 4 for
additional information relating to the joint venture.
8. Tax Information (Unaudited)
The following reconciles the net income for financial reporting purposes
to income (loss) for federal income tax purposes for the years ended December
31:
1998 1997 1996
---- ---- ----
Net income per financial statements $ 773,695 $ 978,533 $ 923,727
Differences due to:
Direct finance leases .......... 421,385 923,405 821,604
Depreciation ................... (443,142) (809,958) --
Provision for losses ........... (130,902) (124,312) 1,856
Gain (loss) on sale of equipment (307,902) (57,845) (9,703)
Management fee reversal ........ -- (529,125) --
Other .......................... 48,227 (106,322) 30,619
----------- ----------- -----------
Partnership income (loss) for
federal income tax purposes .... $ 361,361 $ 274,376 $ 1,768,103
=========== =========== ===========
As of December 31, 1998, the partners' capital accounts included in the
financial statements totaled $2,833,010 compared to the partners' capital
accounts for federal income tax purposes of $7,511,486 (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 C
(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 C
(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-Man ager. 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. See
Note 6 to the Financial Statements for a discussion of the reversal of
previously accrued but unpaid management fee expense in 1997.
<TABLE>
Entity Capacity Type of Compensation 1998 1997 1996
------ -------- -------------------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
ICON Capital Corp. General Partner Administrative expense
reimbursements $29,415 $ 59,126 $ 93,494
ICON Capital Corp. General Partner Management fees - (471,463) 92,360
------- --------- --------
$29,415 $(412,337) $185,854
======= =========- ========
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(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, 1998, 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 of Class Amount Beneficially Owned Percent of Class
-------------- ------------------------- ----------------
General Partner Represents initially a 1% and 100%
Interest 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
its 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.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1998
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.
3. Exhibits - The following exhibits are incorporated herein by reference:
(i) Form of Dealer-Manager Agreement (Incorporated herein by reference to
Exhibit 1.1 to Amendment No. 2 to Form S-1 Registration Statement No.
33-36376 filed with the Securities and Exchange Commission on November
30, 1990)
(ii) Form of Selling Dealer Agreement (Incorporated herein by reference to
Exhibit 1.2 to Amendment No. 2 to Form S-1 Registration Statement No.
33-36376 filed with the Securities and Exchange Commission on November
30, 1990)
(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. 33-36376 filed with the Securities and Exchange
Commission on November 30, 1990)
(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. 33-36376 filed
with the Securities and Exchange Commission on October 25, 1990)
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Partnership during the year ended
December 31, 1998.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1998
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 C
File No. 33-36376 (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
<CIK> 0000866878
<NAME> ICON Cash Flow Partners, L.P., Series C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,983,281
<SECURITIES> 0
<RECEIVABLES> 1,114,592
<ALLOWANCES> 51,974
<INVENTORY> 0
<CURRENT-ASSETS> * 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,079,477
<CURRENT-LIABILITIES> ** 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,833,010
<TOTAL-LIABILITY-AND-EQUITY> 3,079,477
<SALES> 637,323
<TOTAL-REVENUES> 756,341
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 132,646
<LOSS-PROVISION> (150,000)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 773,695
<EPS-PRIMARY> 3.87
<EPS-DILUTED> 3.87
<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>
