UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended 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
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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.
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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
<S> <C>
The Partnerships 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>
<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 Partnerships 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 partners 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 Partnerships 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.
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<TABLE>
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ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Balance Sheets
(unaudited)
<CAPTION>
<S> <C> <C>
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
</TABLE>
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<TABLE>
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ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Balance Sheets (continued)
(unaudited)
<CAPTION>
<S> <C> <C>
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>
ICON Cash Flow Partners, L.P., Series D
</TABLE>
<PAGE>
<TABLE>
(A Delaware Limited Partnership)
Consolidated Statements of Operations
For the Three Months Ended March 31,
(unaudited)
<CAPTION>
<S> <C> <C>
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>
ICON Cash Flow Partners, L.P., Series D
</TABLE>
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<TABLE>
(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)
<CAPTION>
<S> <C> <C> <C>
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>
ICON Cash Flow Partners, L.P., Series D
</TABLE>
<PAGE>
<TABLE>
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
For the Three Months Ended March 31,
(unaudited)
<CAPTION>
<S> <C> <C>
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>
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<TABLE>
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)
<CAPTION>
<S> <C> <C>
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>
ICON Cash Flow Partners, L.P., Series D
</TABLE>
<PAGE>
<TABLE>
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (continued)
<CAPTION>
<S> <C> <C>
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.
</TABLE>
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<TABLE>
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ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
March 31, 1996
(unaudited)
<CAPTION>
<S><C>
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.
</TABLE>
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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.
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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.
May 15, 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)
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