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, 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 33-40044
ICON Cash Flow Partners, L.P., Series D
(Exact name of registrant as specified in its charter)
Delaware 13-3602979
(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 D
(A Delaware Limited Partnership)
PART I - FINANCIAL INFORMATION
The following consolidated financial statements of ICON Cash Flow
Partners, L.P., Series D (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
consolidated 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
consolidated financial statements should be read in conjunction with the
consolidated 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 D
(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, leveraged leases, financings and operating leases representing 64%, 28%,
8% and 0% of total investments at March 31, 1996, respectively, and 49%, 44%, 7%
and 0% 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 $6,826,715 and $3,140,540,
respectively, to 60 and 29 lessees or equipment users, respectively. The
weighted average initial transaction term for each year was 33 and 39 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 $1,122,510,
representing an increase of $21,653 or 2% from 1995. The increase in revenues
resulted primarily from an increase in finance income of $265,636 or 80% from
1995. This increase was partially offset by a decrease in net gain on sales or
remarketing of equipment of $211,431 or 64%, a decrease in income from leveraged
leases of $32,306 or 8% and a decrease in interest income and other of $246 or
1%. Finance income increased due to an increase in the average size of the
portfolio from 1995 to 1996. The decrease in net gain on sales or remarketing of
equipment was 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. Income from
leveraged leases decreased due to the decrease in the leveraged lease portfolio
from 1995 to 1996. Interest income and other remained relatively constant from
1995 to 1996.
Expenses for the three months ended March 31, 1996 were $807,721,
representing an increase of $297,541 or 58% from 1995. The increase in expenses
resulted primarily from an increase in interest expense of $312,902, an increase
in amortization of initial direct costs of $68,611 or 71%, an increase in
management fees of $40,771 or 40% and an increase in administrative expense
reimbursements of $12,865 or 29% from 1995. These increases were partially
offset by a decrease in provision for bad debts of $100,000 or 100% and a
decrease in general and administrative expense of $37,608 or 45%. The increase
in interest expense resulted from an increase in the average debt outstanding
from 1995 to 1996. Amortization of initial direct costs, management fees and
administrative expense reimbursements increased due to an increase in the
average size of the portfolio from 1995 to 1996. As a result of an analysis of
delinquency, an assessment of overall risk and historical loss experience, it
was determined that no provision for bad debts was required for the three months
ended March 31, 1996.
Page 3
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
March 31, 1996
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
Net income for the three months ended March 31, 1996 and 1995 was $314,789
and $590,677, respectively. The net income per weighted average limited
partnership unit was $.78 and $1.46 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 $791,846 and
$307,084, respectively, proceeds from sales of equipment of $260,317 and
$1,001,391, respectively, and a borrowing of $1,000,000 from a revolving line of
credit in 1996. These funds were used to purchase equipment, 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 cash provided by operations and proceeds from sales of equipment.
Cash distributions to the limited partners for the three months ended
March 31, 1996 and 1995, which were paid monthly, totaled $1,397,229 and
$1,397,324, respectively, of which $311,641 and $584,770 was investment income
and $1,085,588 and $812,554 was a return of capital, respectively. The monthly
annualized cash distribution rate for the three months ended March 31, 1996 was
14.00%, of which 3.12% and 5.86% was investment income and 10.88% and 8.14% was
a return of capital, respectively, calculated as a percentage of each limited
partner's initial capital contribution. The limited partner distribution per
weighted average unit outstanding was $3.50, of which $.78 and $1.46 was
investment income and $2.72 and $2.04 was a return of capital, respectively.
The Partnership entered into a three year revolving credit agreement (the
"Facility") in October 1992, which was amended in March 1996. The maximum amount
available under the Facility is $5,000,000, and at March 31, 1996, the
Partnership had $1,821,568 available for borrowing under the Facility, of which
$1,000,000 was outstanding.
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.
On April 23, 1996, the Partnership sold its beneficial interest in a trust
which owned towboats and barges that are reflected as the Partnership's
investment in leveraged leases. The sale price was $13,686,933, which resulted
in a net gain of $1,891,802 after paying expenses related to the sale and
$230,773 relating to a residual sharing agreement.
Page 4
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Balance Sheets
(unaudited)
March 31, December 31,
1996 1995
Assets
Cash ......................................... $ 799,526 $ 3,751,899
------------ ------------
Investment in finance leases
Minimum rents receivable ................... 24,232,200 21,479,681
Estimated unguaranteed residual values ..... 6,100,964 5,016,355
Initial direct costs ....................... 756,611 693,692
Unearned income ............................ (3,879,309) (3,297,674)
Allowance for doubtful accounts ............ (758,052) (766,111)
------------ ------------
26,452,414 23,125,943
Net investment in leveraged leases ........... 11,916,015 11,577,913
------------ ------------
Investment in financings
Receivables due in installments ............ 4,033,092 2,581,130
Initial direct costs ....................... 99,962 59,537
Unearned income ............................ (712,545) (401,680)
Allowance for doubtful accounts ............ (230,387) (202,260)
------------ ------------
3,190,122 2,036,727
Investment in operating leases
Equipment, at cost ......................... 14,095 14,095
Initial direct costs ....................... 24 24
Accumulated depreciation ................... (12,305) (12,305)
------------ ------------
1,814 1,814
------------ ------------
Other assets ................................. 208,834 35,437
------------ ------------
Total assets ................................. $ 42,568,725 $ 40,529,733
============ ============
Liabilities and Partners' Equity
Note payable - non-recourse - securitized .... $ 4,628,855 $ 4,127,476
Notes payable - non-recourse ................. 18,311,044 13,920,216
Accounts payable to General Partner
and affiliates, net ........................ 289,349 115,412
Accounts payable - equipment ................. 519,859 2,539,759
Accounts payable - other ..................... 271,886 286,177
Security deposits and deferred credits ....... 163,929 60,337
------------ ------------
24,184,922 21,049,377
Page 5
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Balance Sheets (continued)
(unaudited)
March 31, December 31,
1996 1995
Commitments and Contingencies
Partners' equity (deficiency)
General Partner .......................... (160,770) (149,805)
Limited partners (399,208 and 399,233
units outstanding, $100 per unit
original issue price in 1996 and
1995, respectively) .................... 18,544,573 19,630,161
------------ ------------
Total partners' equity ..................... 18,383,803 19,480,356
------------ ------------
Total liabilities and partners' equity ..... $ 42,568,725 $ 40,529,733
============ ============
See accompanying notes to consolidated financial statements.
Page 6
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Operations
For the Three Months Ended March 31,
(unaudited)
1996 1995
---- ----
Revenues
Finance income $ 599,140 $ 333,504
Income from leveraged leases, net 369,511 401,817
Net gain on sales or remarketing
of equipment 119,071 330,502
Interest income and other 34,788 35,034
-------------- ------------
Total revenues 1,122,510 1,100,857
-------------- ------------
Expenses
Interest 396,577 83,675
Amortization of initial direct costs 165,475 96,864
Management fees - General Partner 142,090 101,319
Administrative expense reimbursements
- General Partner 57,889 45,024
General and administrative 45,690 83,298
Provision for bad debts - 100,000
-------------- ------------
Total expenses 807,721 510,180
-------------- ------------
Net income $ 314,789 $ 590,677
============== ==========
Net income allocable to:
Limited partners $ 311,641 $ 584,770
General Partner 3,148 5,907
-------------- ------------
$ 314,789 $ 590,677
============== ============
Weighted average number of limited
partnership units outstanding 399,233 399,233
============== ============
Net income per weighted average
limited partnership unit $ .78 $ 1.46
============== ============
See accompanying notes to consolidated financial statements.
Page 7
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated 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 $30,999,996 $ (35,363) $ 30,964,633
Cash distributions
to partners $11.29 $ 2.71 (5,600,000) (56,564) (5,656,564)
Net income 1,086,000 10,970 1,096,970
----------- -------- -----------
Balance at
December 31, 1993 26,485,996 (80,957) 26,405,039
Cash distributions
to partners $ 9.99 $ 4.01 (5,596,503) (56,530) (5,653,033)
Limited partnership
units redeemed
(767 units) (39,205) - (39,205)
Net income 1,604,039 16,202 1,620,241
----------- -------- -----------
Balance at
December 31, 1994 22,454,327 (121,285) 22,333,042
Cash distributions
to partners $ 7.07 $ 6.93 (5,589,207) (56,457) (5,645,664)
Limited partnership
units redeemed
(25 units) (764) - (764)
Net income 2,765,805 27,937 2,793,742
----------- -------- -----------
Balance at
December 31, 1995 19,630,161 (149,805) 19,480,356
Cash distributions
to partners $ 2.72 $ .78 (1,397,229) (14,113) (1,411,342)
Net income 311,641 3,148 314,789
--------- ------- ---------
Balance at
March 31, 1996 $18,544,573 $(160,770) $18,383,803
=========== =========== ============
See accompanying notes to consolidated financial statements.
Page 8
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
For the Three Months Ended March 31,
(unaudited)
1996 1995
---- ----
Cash flows from operating activities:
Net income ..................................... $ 314,789 $ 590,677
Adjustments to reconcile net
income to net cash provided
by operating activities:
Finance income portion of receivables
paid directly to lenders by lessees ........ (385,465) (119,148)
Amortization of initial direct costs ......... 165,475 96,864
Net gain on sales or remarketing
of equipment ............................... (119,071) (330,502)
Interest expense on non-recourse
financing paid directly by lessees ......... 298,869 70,664
Interest expense accrued on
non-recourse debt .......................... 4,376 11,813
Interest expense accrued on non-recourse
securitized debt ........................... 44,793 --
Collection of principal
- non-financed receivables ................. 538,119 480,824
Income from leveraged leases, net ............ (369,511) (401,817)
Changes in operating assets and liabilities:
Allowance for doubtful accounts ............ 20,068 30,559
Accounts payable to General Partner
and affiliates, net ...................... 173,937 30,097
Accounts payable - other ................... (14,291) (139,524)
Security deposits and deferred credits ..... 103,592 (206,856)
Other, net ................................. 16,166 193,433
----------- -----------
Total adjustments ........................ 477,057 (283,593)
----------- -----------
Net cash provided by
operating activities ................... 791,846 307,084
----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment ............... 260,317 1,001,391
Initial direct costs ........................... (273,069) (125,622)
Equipment and receivables purchased ............ (2,779,092) (1,233,373)
Net cash used in
investing activities ................... (2,791,844) (357,604)
----------- -----------
Page 9
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (continued)
For the Three Months Ended March 31,
(unaudited)
1996 1995
---- ----
Cash flows from financing activities:
Proceeds from revolving line of credit ......... 1,000,000 --
Principal payments on non-recourse
securitized debt ............................. (541,033) (407,823)
Cash distributions to partners ................. (1,411,342) (1,411,438)
Net cash used in financing activities .... (952,375) (1,819,261)
----------- -----------
Net decrease in cash ............................. (2,952,373) (1,869,781)
Cash at beginning of period ...................... 3,751,899 2,925,016
Cash at end of period ............................ $ 799,526 $ 1,055,235
See accompanying notes to consolidated financial statements.
Page 10
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated 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 direct finance
receivables paid directly to lenders by lessees $ 1,639,957 $ 652,538
Principal and interest on non-recourse financing
paid directly by lessees ....................... (1,639,957) (652,538)
Non-recourse notes payable assumed
in purchase price .............................. 6,074,561 1,376,519
Fair value of equipment and receivables
purchased for debt and payables ................ (6,074,561) (1,376,519)
Decrease in investment in finance
leases due to terminations ..................... -- 329,819
Decrease in security deposits
and deferred credits ........................... -- (286,261)
Decrease in notes payable
- non-recourse due to terminations ............. -- (43,558)
----------- -----------
$ -- $ --
=========== ===========
Interest expense of $396,577 and $83,675 for the three months ended March
31, 1996 and 1995 consisted of: interest expense on non-recourse financing paid
or accrued directly to lenders by lessees of $348,038 and $82,477, respectively,
and other interest of $48,539 and $1,198, respectively.
Page 11
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
March 31, 1996
(unaudited)
1. Basis of Presentation
The consolidated financial statements included herein should be read in
conjunction with the Notes to Consolidated 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. Security Deposits and Deferred Credits
Security deposits and deferred credits at March 31, 1996 and December 31,
1995 include $34,476 and $3,010, respectively, of proceeds received on residuals
which will be applied upon final remarketing of the related equipment.
3. 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 $142,090 and $101,319,
respectively, and administrative expense reimbursements of $57,889 and $45,024,
respectively. These fees and reimbursements were charged to operations.
During the three months ended March 31, 1996 and 1995, the Partnership paid
or accrued to the General Partner acquisition fees of $273,069 and $125,622,
respectively.
Page 12
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(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 13
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(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 D
File No. 33-40044 (Registrant)
By its General Partner,
ICON Capital Corp.
July 9, 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 14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 799,526
<SECURITIES> 0
<RECEIVABLES> 42,546,990
<ALLOWANCES> 988,439
<INVENTORY> 8,353
<CURRENT-ASSETS> 0
<PP&E> 14,095
<DEPRECIATION> 12,305
<TOTAL-ASSETS> 42,568,725
<CURRENT-LIABILITIES> 0
<BONDS> 22,939,899
0
0
<COMMON> 0
<OTHER-SE> 18,383,803
<TOTAL-LIABILITY-AND-EQUITY> 42,568,725
<SALES> 1,122,510
<TOTAL-REVENUES> 1,122,510
<CGS> 165,475
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 245,669
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 396,577
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 314,789
<EPS-PRIMARY> 0.78
<EPS-DILUTED> 0.78
</TABLE>
