ICON CASH FLOW PARTNERS L P SERIES D
10-Q/A, 1996-12-24
EQUIPMENT RENTAL & LEASING, NEC
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                                  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              September 30, 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 Identification Number)
incorporation or organization)


                 600 Mamaroneck Avenue, Harrison, New York 10528
- --------------------------------------------------------------------------------
  (Address of principal executive offices)                          (Zip code)


                                 (914) 698-0600
- -------------------------------------------------------------------------------
               Registrant's telephone number, including area code



        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                           [ x] Yes     [  ] No








<PAGE>



PART I  - FINANCIAL INFORMATION
Item 1.  Financial Statements

                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)

                           Consolidated Balance Sheets
                                   (unaudited)
<TABLE>

                                              September 30,    December 31,
                                                  1996             1995
                                                  ----             ----
<S>                                               <C>               <C>   
       Assets

Cash ......................................   $    904,320    $  3,751,899
                                              ------------    ------------

Investment in finance leases
   Minimum rents receivable ...............     19,415,766      21,479,681
   Estimated unguaranteed residual values .      7,727,121       5,016,355
   Initial direct costs ...................        594,878         693,692
   Unearned income ........................     (3,511,665)     (3,297,674)
   Allowance for doubtful accounts ........       (686,895)       (766,111)
                                              ------------    ------------
                                                23,539,205      23,125,943
                                              ------------    ------------

Investment in financings
   Receivables due in installments ........     15,826,727       2,581,130
   Initial direct costs ...................        106,159          59,537
   Unearned income ........................     (3,464,858)       (401,680)
   Allowance for doubtful accounts ........       (234,272)       (202,260)
                                              ------------    ------------
                                                12,233,756       2,036,727
                                              ------------    ------------

Net investment in leveraged leases ........           --        11,577,913
                                              ------------    ------------

Investment in operating leases
   Equipment, at cost .....................          9,335          14,095
   Initial direct costs ...................             24              24
   Accumulated depreciation ...............         (8,396)        (12,305)
                                              ------------    ------------
                                                       963           1,814
                                              ------------    ------------

Other assets ..............................        374,168          35,437
                                              ------------    ------------

Total assets ..............................   $ 37,052,412    $ 40,529,733
                                              ============    ============

       Liabilities and Partners' Equity

Notes payable - non-recourse ..............   $ 13,713,613    $ 13,920,216
Note payable - non-recourse - securitized .      5,391,440       4,127,476
Security deposits and deferred credits ....        258,016          60,337
Accounts payable - other ..................        164,491         286,177
Accounts payable - equipment ..............           --         2,539,759
Accounts payable to General Partner
  and affiliates, net .....................           --           115,412
                                              ------------    ------------
                                                19,527,560      21,049,377
                                              ------------    ------------
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ........................       (169,349)       (149,805)
   Limited partners (399,158 and 399,233
     units outstanding, $100 per unit
     original issue price in 1996 and 1995,
     respectively) ........................     17,694,201      19,630,161
                                              ------------    ------------


Total partners' equity ....................     17,524,852      19,480,356
                                              ------------    ------------

Total liabilities and partners' equity ....   $ 37,052,412    $ 40,529,733
                                              ============    ============

See accompanying notes to consolidated financial statements.


<PAGE>



                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Operations

                                   (unaudited)



                                             For the Three Months     For the Nine Months
                                             Ended September 30,      Ended September 30,
                                             1996           1995       1996         1995
                                             ----           ----       ----         ----
<S>                                           <C>            <C>         <C>          <C> 

Revenue

   Net gain on sales or remarketing
     of equipment .....................   $   62,228   $  901,641   $2,225,636   $1,724,049
   Finance income .....................      720,563      371,800    2,169,429    1,022,264
   Interest income and other ..........       84,110       46,478      226,133      122,012
   Income from leveraged leases, net ..         --        355,773      369,511    1,142,396
                                          ----------   ----------   ----------   ----------

   Total revenues .....................      866,902    1,675,692    4,990,709    4,010,721
                                          ----------   ----------   ----------   ----------

Expenses

   Interest ...........................      345,451      118,963    1,268,472      273,696
   Management fees - General Partner ..      150,916       94,069      548,945      369,361
   Amortization of initial direct costs      134,967      128,349      484,165      334,220
   General and administrative .........       58,620       64,633      173,562      225,202
   Administrative expense reimbursement
     - General Partner ................       67,810       43,032      236,206      162,708
   Provision for bad debts ............         --         50,000         --        150,000
                                          ----------   ----------   ----------   ----------

   Total expenses .....................      757,764      449,046    2,711,350    1,515,187
                                          ----------   ----------   ----------   ----------

Net income ............................   $  109,138   $1,226,646   $2,279,359   $2,495,534
                                          ==========   ==========   ==========   ==========

Net income allocable to:
   Limited partners ...................   $  108,047   $1,214,380   $2,256,565   $2,470,579
   General Partner ....................        1,091       12,266       27,794       24,955
                                          ----------   ----------   ----------   ----------

                                          $  109,138   $1,226,646   $2,279,359   $2,495,534
                                          ==========   ==========   ==========   ==========

Weighted average number of limited
   partnership units outstanding ......      399,158      399,233      399,158      399,233
                                          ==========   ==========   ==========   ==========

Net income per weighted average
   limited partnership unit ...........   $      .27   $     3.04   $     5.65   $     6.19
                                          ==========   ==========   ==========   ==========






See accompanying notes to consolidated financial statements.


<PAGE>



                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)

             Consolidated Statements of Changes in Partners' Equity

                For the Nine Months Ended September 30, 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)
<S>                       <C>           <C>              <C>              <C>           <C>    

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
                                                 
                                             

<PAGE>



                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)

       Consolidated Statements of Changes in Partners' Equity (Continued)

                For the Nine Months Ended September 30, 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)
<S>                      <C>         <C>              <C>              <C>          <C>    

Cash distributions
  to partners ......   $4.85       $5.65         (4,191,454)        (42,338)     (4,233,792)
                                           
Limited partnership                        
  units redeemed                           
  (50 units) .......                                 (1,071)           --            (1,071)
                                           
Net income .........                              2,256,565          22,794       2,279,359
                                               ------------    ------------    ------------
                                           
Balance at                                 
  September 30, 1996                           $ 17,694,201    $   (169,349)   $ 17,524,852
                                               ============    ============    ============
                                           
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                     









See accompanying notes to consolidated financial statements.


<PAGE>



                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Cash Flows

                     For the Nine Months Ended September 30,

                                   (unaudited)

                                                                      1996            1995
                                                                      ----            ----
<S>                                                                    <C>              <C>    

Cash flows provided by operating activities:
   Net income .................................................   $  2,279,359    $  2,495,534
                                                                  ------------    ------------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
      Finance income portion of receivables paid directly
       to lenders by lessees ..................................     (1,233,695)       (396,920)
      Amortization of initial direct costs ....................        484,165         334,220
      Net gain on sales or remarketing of equipment ...........     (2,225,636)     (1,724,049)
      Interest expense on non-recourse financing paid
       directly by lessees ....................................        959,415         239,873
      Interest expense accrued on non-recourse debt ...........         10,646          30,997
      Collection of principal - non-financed receivables ......      1,738,227       2,697,547
      Collection of principle-leveraged leases ................        207,683         221,699
      Income from leveraged leases ............................       (369,511)     (1,142,396)
      Changes in operating assets and liabilities:
        Allowance for doubtful accounts .......................         47,204          20,114
        Accounts payable to General Partner and affiliates, net       (115,412)        656,324
       Accounts payable - other ...............................       (121,686)        (90,543)
       Security deposits and deferred credits .................        197,679          13,249
       Other assets ...........................................       (282,935)         97,109
       Other, net .............................................        (86,243)        (17,539)
                                                                  ------------    ------------

         Total adjustments ....................................       (790,099)        939,685
                                                                  ------------    ------------

         Net cash provided by operating activities ............      1,489,260       3,435,219
                                                                  ------------    ------------

Cash flows provided by (used for) investing activities:
   Proceeds from sales of equipment ...........................     14,932,272       5,327,937
   Equipment and receivables purchased ........................    (15,897,653)     (4,587,428)
   Initial direct costs .......................................       (400,559)       (832,767)
                                                                  ------------    ------------

         Net cash used for investing activities ...............     (1,365,940)        (92,258)
                                                                  ------------    ------------

Cash flows provided by (used for) financing activities:
   Proceeds  from  revolving  line of credit ..................      4,750,000
   Cash  distributions  to partners ...........................     (4,233,792)     (4,234,292)
   Principal  payments on revolving  line of credit ...........     (1,750,000)           --
   Principal  payments  on  non-recourse  securitized  debt ...     (1,736,036)           --
   Redemption of limited partnership units ....................         (1,071)           --
   Principal payment on note payable non-recourse .............           --          (755,330)

         Net cash used for financing activities ...............     (2,970,899)     (4,989,622)
                                                                  ------------    ------------

Net decrease in cash ..........................................     (2,847,579)     (1,646,661)

Cash at beginning of period ...................................      3,751,899       2,925,016
                                                                  ------------    ------------

Cash at end of period .........................................   $    904,320    $  1,278,355
                                                                  ============    ============

See accompanying notes to consolidated financial statements.


<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 nine months ended September 30, 1996 and 1995, non-cash activities
included the following:

                                                        1996            1995
                                                    ------------    ------------
<S>                                                       <C>            <C>    

Principal and interest on direct finance
  receivables paid directly to lenders by lessees   $  6,606,070    $  3,548,055
Principal and interest on non-recourse financing
  paid directly by lessees ......................     (6,606,070)     (3,548,055)
Non-recourse notes payable assumed
  in purchase price .............................     10,179,406      15,614,102
Fair value of equipment and receivables
  purchased for debt and payables ...............    (10,179,406)     (1,662,780)

Decrease in investment in finance
  leases due to terminations ....................           --       (13,100,852)
Decrease in security deposits
  and deferred credits ..........................           --          (286,261)
Decrease in notes payable
  - non-recourse due to terminations ............           --          (564,209)
                                                    ------------    ------------

                                                    $       --      $       --
                                                    ============    ============
</TABLE>

      Interest  expense of  $1,268,472  and  $273,696  for the nine months ended
September  30, 1996 and 1995  consisted  of:  interest  expense on  non-recourse
financing  paid or accrued  directly  to lenders  by lessees of  $1,034,194  and
$270,870, respectively, and other interest of $234,278 and $2,826, respectively.




<PAGE>



                            ICON Cash Flow Partners, L.P., Series D
                               (A Delaware Limited Partnership)

                          Notes to Consolidated Financial Statements

                                      September 30, 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.   New Accounting Pronouncement

     In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment
of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed  Of," which is
effective beginning in 1996.

     The  Partnership's  existing policy with respect to impairment of estimated
residual values is to review,  on a quarterly  basis,  the carrying value of its
residuals on an individual asset basis to determine whether events or changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable and, therefore, an impairment loss should be recognized.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset has been  impaired are (i) the estimated  fair value of the  underlying
equipment is less than the  Partnership's  carrying  value or (ii) the lessee is
experiencing  financial  difficulties  and it does not  appear  likely  that the
estimated  proceeds from  disposition of the asset will be sufficient to satisfy
the  remaining  obligation  to the  non-recourse  lender  and the  Partnership's
residual  position.  Generally in the latter  situation,  the residual  position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental  payments  directly to the lender and the Partnership
does not recover its residual until the  non-recourse  note obligation is repaid
in full.

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
quoted market  prices are used as the basis for measuring  whether an impairment
loss should be recognized.

     As a result,  the  Partnership's  policy with  respect to  measurement  and
recognition of an impairment loss  associated with estimated  residual values is
consistent  with  the  requirements  of  SFAS  No.  121  and,   therefore,   the
Partnership's  adoption of this  Statement  in the first  quarter of 1996 had no
material effect on the financial statements.


3.   Redemption of Limited Partnership Units

     The General  Partner  consented  to the  Partnership  redeeming  50 limited
partnership  units  during  the  nine  months  ended  September  30,  1996.  The
redemption amount was calculated  following the specific  redemption  formula as
per 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.




<PAGE>



                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

4.   Security Deposits and Deferred Credits

     Security  deposits and deferred  credits at September 30, 1996 and December
31, 1995 included  $197,174 and $3,010,  respectively,  of proceeds  received on
residuals which will be applied upon final remarketing of the related equipment.

5.   Related Party Transactions

     During the nine months ended  September 30, 1996 and 1995, the  Partnership
paid or accrued to the General Partner management fees of $548,945 and $369,361,
respectively, and administrative expense reimbursement of $236,206 and $162,707,
respectively, which were charged to operations.

6.   Net Investment in Leveraged Leases

     On April 23, 1996, the Partnership sold its beneficial  interest in a trust
which  owned  towboats  and  barges  that were  reflected  as the  Partnership's
investment  in  leveraged  leases.  The net  cash  proceeds,  after  paying  the
remaining debt  obligation,  were  $13,686,933,  which resulted in a net gain of
$1,891,802 after paying expenses related to the sale.



<PAGE>



                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)

Item 2.   Management's  Discussion  and Analysis of Financial  Condition and
          Results of Operations

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases, leveraged leases,  financings and operating leases representing 66%, 0%,
34% and less than 1% of total  investments at September 30, 1996,  respectively,
and 67%,  28%, 5% and less than 1% of total  investments  at September 30, 1995,
respectively.

Three Months Ended September 30, 1996 and 1995

     For the three  months  ended  September  30, 1996 and 1995 the  Partnership
leased  or  financed   equipment  with  an  initial  cost  of  $10,166,670   and
$10,780,130,   respectively,   to  36  and  11  lessees  or   equipment   users,
respectively.  Included  in this is the  financing  of free cash flow,  the rent
payable by the  lessee in excess of the  senior  debt  payments,  relating  to a
McDonnell Douglas DC-10-30F  aircraft built in 1986 in the amount of $8,756,291.
The  aircraft  is on lease with  Federal  Express  and has a  remaining  term of
approximately  eight years.  Subsequent to the financing ICON Cash Flow Partners
L.P. Seven, an affiliate of the  Partnership,  acquired,  subject to a leveraged
lease, the residual  interest and assumed the related  outstanding  non-recourse
senior and junior debt in the aircraft.  ICON Cash Flow  Partners L.P.  Seven is
expecting to refinance this with a third party.  This transaction is included in
Investment in Financings on the balance sheet as of September 30, 1996.

Results of Operations

     Revenues  for the three  months  ended  September  30, 1996 were  $866,902,
representing  a decrease of $808,790 or 48% from 1995.  The decrease in revenues
was primarily  attributable to a decrease in net gain on sales or remarketing of
equipment of $839,413 or 93% and a decrease in income from  leveraged  leases of
$355,773 or 100% from 1995. The decrease in revenues was partially  offset by an
increase in finance income of $348,763 or 94% and an increase in interest income
and other of $37,632 or 81%. The net gain on sales or  remarketing  of equipment
decreased due to a decrease in the number of leases maturing, and the underlying
equipment  being sold or remarketed,  for which the proceeds  received were less
than the remaining carrying value of the equipment. Income from leveraged leases
decreased  due to the sale of all of the  underlying  equipment  relating to the
Partnership's  investment in leveraged  leases.  The increase in finance  income
resulted  from an  increase in the average  size of the  portfolio  from 1995 to
1996. Interest income and other increased due to an increase in the average cash
balance from 1995 to 1996.

     Expenses  for the three  months  ended  September  30, 1996 were  $757,764,
representing  an increase of $308,718 or 69% from 1995. The increase in expenses
was  primarily  due to an increase in  interest  expense of $226,488  from 1995.
Results were also affected by an increase in management  fees of $56,847 or 60%,
an  increase  in  administrative  fees of $24,778  or 58%,  and an  increase  in
amortization  of initial  direct costs of $6,618 from 1995.  These  increases in
expenses  were  partially  offset by a decrease  in general  and  administrative
expense of $6,013 from 1995. The increase in interest  expense  resulted from an
increase in the average debt  outstanding  from 1995 to 1996.  Management  fees,
administrative fees and amortization of initial direct costs increased due to an
increase in the average size of the portfolio from 1995 to 1996.

     Net income  for the three  months  ended  September  30,  1996 and 1995 was
$109,138  and  $1,226,646,  respectively.  The net income per  weighted  average
limited partnership unit was $0.27 and $3.04 for 1996 and 1995, respectively.

Liquidity and Capital Resources

     The  Partnership's  primary  sources  of funds for the three  months  ended
September 30, 1996 and 1995 were net cash provided by operations of $679,033 and
$1,648,332,  respectively,  and proceeds from sales of equipment of $350,489 and
$2,743,068, respectively. These funds were used to purchase equipment, fund cash
distributions  and make  payments  on  borrowings.  The  Partnership  intends to
continue to purchase additional equipment and fund cash distributions  utilizing
cash provided by operations and proceeds from sales of equipment.




<PAGE>



                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)

     Cash  distributions  to the limited  partners  for the three  months  ended
September 30, 1996 and 1995,  which were paid monthly,  totaled  $1,397,055  and
$1,397,321 respectively,  of which $108,047 and $1,214,380 was investment income
and $1,289,008 and $182,941 was a return of capital,  respectively.  The monthly
annualized cash distribution rate to limited partners was 14.00%, of which 1.08%
and 12.17% was  investment  income and 12.92% and 1.83% 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 for the three months ended September 30, 1996 and 1995 was $3.50, of
which $0.27 and $3.04 was  investment  income and $3.23 and $.46 was a return of
capital,  respectively.  The  Partnership  had  non-recourse  notes  payable  of
$13,713,613 and $17,809,367 at September 30, 1996 and 1995, respectively.

Nine Months Ended September 30, 1996 and 1995

     For the nine  months  ended  September  30,  1996 and 1995 the  Partnership
leased  or  financed   equipment  with  an  initial  cost  of  $18,770,370   and
$22,058,042,   respectively,   to  195  and  57  lessees  or  equipment   users,
respectively.  The weighted average initial term relating to these  transactions
was 40 and 42 months, respectively.

Results of Operations

     Revenues  for the nine months  ended  September  30, 1996 were  $4,990,709,
representing  an increase of $979,988 or 24% from 1995. The increase in revenues
was primarily  attributable  to an increase in finance income of $1,147,165 from
1995.  Results  were  also  affected  by an  increase  in net  gain on  sales or
remarketing  or equipment of $501,587 or 29% and an increase in interest  income
and other of $104,121 or 85% from 1995.  The increase in revenues was  partially
offset by a decrease in income from leveraged leases of $772,885 or 68%. Finance
income  increased due to an increase in the average size of the  portfolio  from
1995 to 1996. Net gain on sales or remarketing of equipment  increased due to an
increase in the number of leases  maturing,  and the underlying  equipment being
sold or  remarketed,  for  which  the  proceeds  received  were in excess of the
remaining  carrying value of the equipment.  The increase in interest income and
other  resulted  from an increase in the average cash balance from 1995 to 1996.
Income from leveraged  leases decreased due to the sale of all of the underlying
equipment relating to the Partnership's investment in leveraged leases.

     Expenses  for the nine months  ended  September  30, 1996 were  $2,711,350,
representing  an  increase  of  $1,196,163  or 79% from 1995.  The  increase  in
expenses was primarily due to an increase in interest expense of $994,776 and an
increase in  management  fees of $179,584  or 49% from 1995.  Results  were also
affected by an increase in the  amortization of initial direct costs of $149,945
or 45%, and an increase in administrative  expense  reimbursements of $73,498 or
45% from 1995.  These increases were partially offset by a decrease in provision
for bad debts of $150,000 or 100% and the decrease in general and administrative
expense of $51,640 or 23% from 1995. The increase in interest  expense  resulted
from an increase in the average debt outstanding  from 1995 to 1996.  Management
fees, initial direct costs, and administrative expense reimbursements  increased
due to an increase in the average size of the portfolio  from 1995 to 1996. As a
result of 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 nine months ended September 30, 1996.

     Net  income  for the nine  months  ended  September  30,  1996 and 1995 was
$2,279,359 and  $2,495,534,  respectively.  The net income per weighted  average
limited partnership unit was $5.71 and $6.19 for 1996 and 1995, respectively.



<PAGE>



                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)


Liquidity and Capital Resources

     The  Partnership's  primary  sources  of funds  for the nine  months  ended
September  30, 1996 and 1995 were net cash  provided by operations of $1,489,260
and  $3,435,219,   respectively,   and  proceeds  from  sales  of  equipment  of
$14,932,272  and  $5,327,937,  respectively.  These  funds were used to purchase
equipment,  fund  cash  distributions  and  make  payments  on  borrowings.  The
Partnership intends to continue to purchase  additional  equipment and fund cash
distributions  utilizing  cash provided by operations and proceeds from sales of
equipment.

     Cash  distributions  to the  limited  partners  for the nine  months  ended
September 30, 1996 and 1995,  which were paid monthly,  totaled  $4,191,454  and
$4,191,949,  respectively,  of which  $2,256,565  and  $2,470,579 was investment
income and $1,934,889 and $1,721,370 was a return of capital,  respectively. The
monthly  annualized cash  distribution  rate to limited partners was 14.00%,  of
which 7.54% and 8.25% was investment  income and 6.46% and 5.75% 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 for the nine months ended September 30, 1996 and 1995 was $10.50, of
which $4.85 and $4.31 was investment  income and $5.65 and $6.19 was a return of
capital, respectively.

     As of September 30, 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 continue to 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.


<PAGE>



                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)


PART II  - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

Form 8-K was filed September 4, 1996, Item 1, Change in Control of Registrant



<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.




December 24, 1996                       Gary N. Silverhardt
      Date                              Gary N. Silverhardt
                                        Chief Financial Officer
                                       (Principal financial and account officer
                                        of the General Partner of
                                        the Registrant)




<PAGE>



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000874320

       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-END>                                   SEP-30-1996
<CASH>                                            904,320
<SECURITIES>                                            0
<RECEIVABLES>                                  36,694,128
<ALLOWANCES>                                      921,167
<INVENTORY>                                        14,967
<CURRENT-ASSETS> *                                      0
<PP&E>                                              9,335
<DEPRECIATION>                                      8,396
<TOTAL-ASSETS>                                 37,052,412
<CURRENT-LIABILITIES> **                                0
<BONDS>                                        19,105,053
                                   0
                                             0
<COMMON>                                                0
<OTHER-SE>                                     17,524,852
<TOTAL-LIABILITY-AND-EQUITY>                   37,052,412
<SALES>                                         4,990,709
<TOTAL-REVENUES>                                4,990,709
<CGS>                                             484,165
<TOTAL-COSTS>                                           0
<OTHER-EXPENSES>                                  958,713
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                              1,268,472
<INCOME-PRETAX>                                         0
<INCOME-TAX>                                            0
<INCOME-CONTINUING>                                     0
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                    2,279,359
<EPS-PRIMARY>                                        5.65
<EPS-DILUTED>                                        5.65
<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>


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