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 June 30, 1997
-----------------------------------------------------------
[ ] 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>
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>
June 30, December 31,
1997 1996
Assets
<S> <C> <C>
Cash $ 462,922 $ 413,845
------------ -----------
Investment in finance leases
Minimum rents receivable 12,194,841 16,784,360
Estimated unguaranteed residual values 7,105,326 7,587,992
Initial direct costs 220,237 484,908
Unearned income (2,124,300) (2,955,625)
Allowance for doubtful accounts (639,257) (651,546)
------------ -----------
16,756,847 21,250,089
Investment in operating lease equipment, at cost 6,819,250 -
------------ -----------
Equity investment in joint venture 4,615,907 -
------------ -----------
Investment in financings
Receivables due in installments 3,813,828 15,510,321
Initial direct costs 19,315 93,060
Unearned income (1,257,319) (3,086,270)
Allowance for doubtful accounts (264,960) (252,223)
------------ -----------
2,310,864 12,264,888
Other assets 508,759 334,318
------------ -----------
Total assets $ 31,474,549 $34,263,140
============ ===========
Liabilities and Partners' Equity
Note payable - recourse $ 2,635,812 $ -
Notes payable - non-recourse 11,973,637 11,955,886
Note payable - non-recourse - securitized 1,608,055 2,128,538
Note payable revolving credit facility - 3,386,421
Accounts payable to General Partner and affiliates, net - 18,406
Accounts payable - other 77,685 129,647
Security deposits and deferred credits 1,297,628 269,582
------------ -----------
17,592,817 17,888,480
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (205,778) (180,852)
Limited partners (399,118 and 399,158 units outstanding,
$100 per unit original issue price 14,087,510 16,555,512
------------ -----------
Total partners' equity 13,881,732 16,374,660
------------ ------------
Total liabilities and partners' equity $ 31,474,549 $34,263,140
============ ===========
</TABLE>
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)
<TABLE>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue
Finance income $ 487,977 $ 849,726 $ 1,018,646 $ 1,448,866
Income from equity investment
in a joint venture 119,459 - 138,020 -
Net gain on sales or
remarketing of equipment 63,760 2,044,336 366,447 2,163,407
Interest income and other 22,510 107,235 56,495 142,023
Income from leveraged lease, net - - - 369,511
------------ ------------ ------------ -----------
Total revenues 693,706 3,001,297 1,579,608 4,123,807
------------ ------------ ------------ -----------
Expenses
Interest 250,752 526,444 516,611 923,021
Management fees - General Partner 143,315 255,939 282,276 398,029
Amortization of initial direct costs 94,696 183,723 203,554 349,198
Administrative expense
reimbursement - General Partner 74,022 110,507 138,577 168,396
General and administrative 70,971 69,252 108,820 114,942
------------ ------------ ------------ -----------
Total expenses 633,756 1,145,865 1,249,838 1,953,586
------------ ------------ ------------ -----------
Net income $ 59,950 $ 1,855,432 $ 329,770 $ 2,170,221
============ ============ ============ ===========
Net income allocable to:
Limited partners $ 59,350 $ 1,836,878 $ 326,472 $ 2,148,519
General Partner 600 18,554 3,298 21,702
------------ ------------ ------------ -----------
$ 59,950 $ 1,855,432 $ 329,770 $ 2,170,221
============ ============ ============ ===========
Weighted average number of limited
partnership units outstanding 399,158 399,195 399,158 399,195
============ ============ ============ ===========
Net income per weighted average
limited partnership unit $ .15 $ 4.60 $ .82 $ 5.38
============ ============ ============ ===========
</TABLE>
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 Six Months Ended June 30, 1997, and
the Years Ended December 31, 1996, 1995 and 1994
(unaudited)
<TABLE>
Limited Partner Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
(Per weighted average unit)
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1993 $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 $ 7.70 $ 6.30 (5,588,508) (56,450) (5,644,958)
Limited partnership units
redeemed (50 units) (1,071) - (1,071)
Net income 2,514,930 25,403 2,540,333
----------- ----------- -----------
Balance at
December 31, 1996 16,555,512 (180,852) 16,374,660
Cash distributions
to partners $ 6.18 $ .82 (2,794,108) (28,224) (2,822,332)
Limited partnership
units redeemed (40 units) (366) - (366)
Net income 326,472 3,298 329,770
----------- ----------- -----------
Balance at
June 30, 1997 $14,087,510 $ (205,778) $13,881,732
=========== =========== ===========
</TABLE>
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 Six Months Ended June 30,
(unaudited)
<TABLE>
1997 1996
---- ----
Cash flows provided by operating activities:
<S> <C> <C>
Net income $ 329,770 $ 2,170,221
------------- ------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Finance income portion of receivables paid directly
to lenders by lessees (499,274) (869,414)
Amortization of initial direct costs 203,554 349,198
Net gain on sales or remarketing of equipment (366,447) (2,163,407)
Interest expense on non-recourse financing paid
directly by lessees 371,045 681,764
Interest expense accrued on non-recourse securitized debt 4,962 8,839
Collection of principal - non-financed receivables 911,822 1,091,184
Collection of principle - leveraged leases - 207,683
Income from leveraged leases - (369,511)
Income from equity investment in joint venture (138,020) -
Distribution from investment in joint venture 396,970 -
Changes in operating assets and liabilities:
Allowance for doubtful accounts (18,764) (56,354)
Accounts payable to General Partner
and affiliates, net (18,406) (124,242)
Accounts payable - other (51,962) (124,470)
Security deposits and deferred credits 1,023,084 137,281
Other, net (24,662) 128,543
------------- ------------
Total adjustments 1,793,902 (1,359,994)
------------- ------------
Net cash provided by operating activities 2,123,672 810,227
------------- ------------
Cash flows from investing activities:
Proceeds from sales of equipment 8,137,312 14,581,783
Equipment and receivables purchased (6,118,117) (5,702,653)
Initial direct costs - (344,148)
------------- ------------
Net cash provided by investing activities 2,403,503 8,534,982
------------- ------------
Cash flows from financing activities:
Proceeds from note payable - recourse 2,700,000 -
Proceeds from revolving line of credit - 1,750,000
Proceeds from note payable affiliate 3,500,000 -
Principal payments on note payable affiliate (3,500,000) -
Principal payments on revolving line of credit (3,386,421) (1,750,000)
Principal payments on non-recourse securitized debt (520,483) (1,304,868)
Principal payments on note payable - recourse (64,188) -
Cash distributions to partners (2,822,332) (2,822,626)
Redemption of limited partnership units (366) (1,074)
------------- ------------
Net cash used in financing activities (4,093,790) (4,128,568)
------------- -------------
Net increase in cash 49,077 5,216,641
Cash at beginning of period 413,845 3,751,899
------------- ------------
Cash at end of period $ 462,922 $ 8,968,540
============= ============
</TABLE>
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 six months ended June 30, 1997 and 1996, non-cash activities
included the following:
<TABLE>
1997 1996
---- ----
<S> <C> <C>
Fair value of equipment and receivables purchased
for debt and payables (3,200,000) (5,429,406)
Non-recourse notes payable assumed
in purchase price 3,200,000 5,429,406
Decrease in investments in finance leases and
financings due to contribution to joint venture 4,874,857 -
Increase in equity investment in joint venture (4,874,857) -
Decrease in notes payable non-recourse due to terminations (164,183) -
Increase in security deposits and deferred credits 164,183 -
Principal and interest on direct finance receivables
paid directly to lenders by lessees 3,389,111 3,798,597
Principal and interest on non-recourse financing
paid directly by lessees (3,389,111) (3,798,597)
------------ -----------
$ - $ -
============ ===========
</TABLE>
Interest expense of $516,611 and $923,021 for the six months ended June 30,
1997 and 1996 consisted of: interest expense on non-recourse financing paid or
accrued directly to lenders by lessees of $371,045 and $765,382, respectively,
interest expense on non-recourse securitized note payable of $74,144 and $0,
respectively, interest expense on recourse note payable of $20,813 and $0,
respectively, interest expense on note payable affiliate of $26,370 and $0,
respectively, and other interest of $24,239 and $166,639, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 1997
(unaudited)
1. Basis of Presentation
The 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 1996
Annual Report on Form 10-K.
2. Security Deposits and Deferred Credits
Security deposits and deferred credits at June 30, 1997 and December 31,
1996 include $1,061,908 and $34,476, respectively, of proceeds received on
residuals which will be applied upon final remarketing of the related equipment.
3. Related Party Transactions
During the six months ended June 30, 1997 and 1996, the Partnership paid or
accrued to the General Partner management fees of $282,276 and $398,029,
respectively, and administrative expense reimbursements of $138,577 and
$168,396, respectively. These fees and reimbursements were charged to
operations.
Included in the Partnership's acquisitions for the year ended December 31,
1996 is a financing transaction for $8,756,291. This transaction represents the
financing of free cash and first priority rights of the first $4,000,000 of
residual proceeds from the eventual sale of the equipment related to a leveraged
lease. The free cash results from lease rental payments being greater than the
debt payments. The financing is secured by the underlying equipment, a 1986
McDonnell Douglas DC-10-30F aircraft, currently on lease to Federal Express
Corp. In August 1996 ICON Cash Flow Partners L.P. Seven ("L.P. Seven"), an
affiliate of the Partnership, acquired the residual interest in the leveraged
lease and assumed the related outstanding non-recourse debt. In January 1997
L.P. Seven re-financed the free cash and $2,000,000 of its residual position
with a third party. As a result of this re-financing, the Partnership received
proceeds of $7,221,452 and reduced its interest in the investment.
On June 5, 1997, the Partnership borrowed $3,500,000 from ICON Cash Flow
Partners, L.P., Series E, an affiliate of the Partnership, for the purpose of
acquiring two Boeing DHC-8-102 aircraft currently on lease to US Airways, Inc.
The borrowing was in the form of a short-term note, bore interest at the rate of
11% and was repaid, along with $26,370 in accrued interest, on June 30, 1997.
4. Investment in Joint Venture
The Partnership Agreement allows the Partnership to invest in joint
ventures with other limited partnerships sponsored by the General Partner
provided that the investment objectives of the joint ventures are consistent
with that of the Partnership.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
On March 11, 1997, the Partnership and two affiliates, ICON Cash Flow
Partners L.P. Six and ICON Cash Flow Partners L.P. Seven, (collectively "the
Members"), contributed and assigned $5,794,273, $6,712,631 and $6,582,150 in
equipment lease and finance receivables and residuals with a net book value of
$4,874,857, $5,553,962 and $5,465,238, respectively to ICON Receivables 1997-A
LLC ("1997-A"), a special purpose entity created by the Members. The Members
received a 30.67%, 34.94% and 34.39% interest, respectively, in 1997-A based on
the present value of their related contributions. 1997-A was formed for the
purpose of originating new leases, managing existing contributed assets and,
eventually, securitizing its portfolio. In order to fund the acquisition of new
leases, 1997-A obtained a warehouse borrowing facility from Prudential
Securities Credit Corporation (the "Facility"). Borrowings under the Facility
are based on the present value of the new leases, provided that in the
aggregate, the amount outstanding cannot exceed $20,000,000. Outstanding amounts
under the Facility bear interest equal to Libor plus 1.5%. Collections of
receivables from new leases are used to pay down the Facility, however, in the
event of a default, all of 1997- A's assets are available to cure such default.
The net proceeds from the expected securitization of these assets will be used
to pay-off the remaining Facility balance and the remaining proceeds will be
distributed to the Members in accordance with their membership interests. The
Partnership accounts for its investment in 1997- A under the equity method.
Information as to the financial position and results of operations of
1997-A as of and for the six months ended June 30, 1997 is summarized below:
June 30, 1997
Assets $ 31,019,376
=============
Liabilities $ 15,969,603
=============
Equity $ 15,049,773
=============
Six Months Ended
June 30, 1997
Net income $ 450,002
=============
5. Lease Acquisition
In June, 1997 the Partnership acquired, subject to non-recourse debt, two
DeHaviland DHC-8-102 aircraft currently on lease to U.S. Airways, Inc. The
purchase price was $6,819,250, consisting of $3,619,250 of cash and the
assumption of $3,200,000 in non-recourse debt. The lease is an operating lease
and expires in January 1999.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
June 30, 1997
Item 2. 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, operating lease and equity investment in joint venture of 64%, 25% and
9% of total investments at June 30, 1997, respectively, and 89%, 0% and 1 1% of
total investments at June 30, 1996, respectively.
Results of Operations
Three Months Ended June 30, 1997 and 1996
For the three months ended June 30, 1997 and 1996, the Partnership leased or
financed equipment with an initial cost of $6,820,628 and $1,776,985,
respectively, to 2 and 109 lessees or equipment users, respectively.
Revenues for the three months ended June 30, 1997 were $693,706 representing
a decrease of $2,307,591 or 77% from 1996. The decrease in revenues was
attributable to a decrease in net gain on sales or remarketing of equipment of
$1,980,576 or 97% a decrease in finance income of $361,749 or 43% and a decrease
in interest income and other of $84,725 or 79% from 1996. These decreases were
partially offset by the 1997 income from equity investment of $119,459. Net gain
on sales or remarketing of equipment decreased in comparison to the prior year
due to the prior year gain of $1,891,802, which resulted from the Partnership's
sale of its investment in leveraged leases. Finance income decreased due to a
decrease in the average size of the portfolio from 1996 to 1997. The decrease in
interest income and other resulted from a decrease in the average cash balance
from 1996 to 1997.
Expenses for the three months ended June 30, 1997 were $633,756,
representing a decrease of $512,109 or 45% from 1996. The decrease in expenses
was primarily attributable to a decrease in interest expense of $275,692 or 52%
from 1996. Results were also affected by a decrease in management fees of
$112,624 or 44%, a decrease in amortization of initial direct cost of $89,027 or
48% and a decrease in administrative expenses reimbursement of $36,485 or 33%
from 1996. These decreases were partially offset by an increase in general and
administrative expense of $1,719 from 1996. The decrease in interest expense
resulted from a decrease in the average debt outstanding from 1996 to 1997.
Management fees, amortization of initial direct costs and administrative expense
reimbursements decreased due to a decrease in the average size of the portfolio
from 1996 to 1997.
Net income for the three months ended June 30, 1997 and 1996 was $59,950 and
$1,855,432, respectively. The net income per weighted average limited
partnership unit was $.15 and $4.60 for 1997 and 1996, respectively.
Six Months Ended June 30, 1997 and 1996
For the six months ended June 30, 1997 and 1996, the Partnership leased or
financed equipment with an initial cost of $10,230,433 and $8,603,700,
respectively, to 42 and 169 lessees or equipment users, respectively. The
weighted average initial term relating to these transactions was 42 and 39
months, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
June 30, 1997
Revenues for the six months ended June 30, 1997 were $1,579,608 representing
a decrease of $2,544,199 or 62% from 1996. The decrease in revenues was
primarily attributable to a decrease in net gain on sales or remarketing of
equipment of $1,796,960 or 83%, a decrease in finance income of $430,220 or 30%,
a decrease in income from leveraged leases, net of $369,511 or 100% and a
decrease in interest income and other of $85,528 or 60% from 1996. These
decreases were partially offset by the 1997 income from equity investment of
$138,020. Net gain on sales or remarketing of equipment decreased in comparison
to the prior year due to the prior year gain of $1,891,802, which resulted from
the Partnership's sale of its investment in leveraged leases. Finance income
decreased due to a decrease in the average size of the portfolio from 1996 to
1997. Income from leveraged leases decreased as a result of the April 1996 sale
of all underlying equipment relating to the partnerships investment in leveraged
leases. The decrease in interest income and other resulted from a decrease in
the average cash balance from 1996 to 1997.
Expenses for the six months ended June 30, 1997 were $1,249,838,
representing a decrease of $703,748 or 36% from 1996. The decrease in expenses
was primarily attributable to a decrease in interest expense of $406,410 or 44%,
a decrease in amortization of initial direct cost of $145,644 or 42%, a decrease
in management fees of $115,753 or 29% and a decrease in administrative expense
reimbursements of $29,819 or 18% from 1996. The decrease in interest expense
resulted from a decrease in the average debt outstanding from 1996 to 1997.
Management fees, amortization of initial direct costs and administrative expense
reimbursements decreased due to a decrease in the average size of the portfolio
from 1996 to 1997.
Net income for the six months ended June 30, 1997 and 1996 was $329,770 and
$2,170,221, respectively. The net income per weighted average limited
partnership unit was $.82 and $5.38 for 1997 and 1996, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the six months ended June 30,
1997 and 1996 were net cash provided by operations of $2,123,672 and $810,227,
respectively, proceeds from sales of equipment of $8,137,312 and $14,581,783,
respectively, proceeds from recourse borrowings of $2,700,000 in 1997 and
proceeds from a revolving line of credit of $1,750,000 in 1996. These funds were
used to purchase equipment, fund cash distributions and make payments on
borrowings.
Cash distributions to limited partners for the six months ended June 30,
1997 and 1996, which were paid monthly, totaled $2,794,108 and $2,794,399,
respectively, of which $326,472 and $2,148,519 was investment income and
$2,467,636 and $645,880 was a return of capital, respectively. The monthly
annualized cash distribution rate to limited partners was 14.00% for 1997 and
1996, of which 1.64% and 10.76% was investment income and 12.36% and 3.24% was a
return of capital, respectively, calculated as a percentage of each partner's
initial capital contribution. The limited partner distribution per weighted
average unit outstanding for the six months ended June 30, 1997 and 1996 was
$7.00, of which $.82 and $5.38 was investment income and $6.18 and $1.62 was a
return of capital, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
June 30, 1997
The Partnership entered into a revolving credit agreement (the "Facility")
in October 1992. The facility was amended in March 1996. The maximum amount
available under the Facility was $5,000,000 and at December 31, 1996 the
Partnership had $3,386,421 available for borrowing under the Facility, all of
which was outstanding at year end. The facility had a final maturity date of
January 31, 1997, at which time the Partnership paid the outstanding balance and
terminated the agreement.
Included in the Partnership's acquisitions for the year ended December 31,
1996 is a financing transaction for $8,756,291. This transaction represents the
financing of free cash and first priority rights of the first $4,000,000 of
residual proceeds from the eventual sale of the equipment related to a leveraged
lease. The free cash results from lease rental payments being greater than the
debt payments. The financing is secured by the underlying equipment, a 1986
McDonnell Douglas DC-10-30F aircraft, currently on lease to Federal Express
Corp. In August 1996 ICON Cash Flow Partners L.P. Seven ("L.P. Seven"), an
affiliate of the Partnership, acquired the residual interest in the leveraged
lease and assumed the related outstanding non-recourse debt. In January 1997
L.P. Seven re-financed the free cash and $2,000,000 of its residual position
with a third party. As a result of this re-financing, the Partnership received
proceeds of $7,221,452 and reduced its interest in the investment.
On March 11, 1997, the Partnership and two affiliates, ICON Cash Flow
Partners L.P. Six and ICON Cash Flow Partners L.P. Seven, (collectively "the
Members"), contributed and assigned $5,794,273, $6,712,631 and $6,582,150 in
equipment lease and finance receivables and residuals with a net book value of
$4,874,857, $5,553,962 and $5,465,238, respectively, to ICON Receivables 1997-A
LLC ("1997-A"), a special purpose entity created by the Members. The Members
received a 30.67%, 34.94% and 34.39% interest, respectively, in 1997-A based on
the present value of their related contributions. 1997-A was formed for the
purpose of originating new leases, managing existing contributed assets and,
eventually, securitizing its portfolio. In order to fund the acquisition of new
leases, 1997-A obtained a warehouse borrowing facility from Prudential
Securities Credit Corporation (the "Facility"). Borrowings under the Facility
are based on the present value of the new leases, provided that in the
aggregate, the amount outstanding cannot exceed $20,000,000. Outstanding amounts
under the Facility bear interest equal to Libor plus 1.5%. Collections of
receivables from new leases are used to pay down the Facility, however, in the
event of a default, all of 1997- A's assets are available to cure such default.
The net proceeds from the expected securitization of these assets will be used
to pay-off the remaining Facility balance and any remaining proceeds will be
distributed to the Members in accordance with their membership interests. The
Partnership accounts for its investment in 1997- A under the equity method.
The Partnership's Reinvestment Period ended June 5, 1997. The Disposition
Period began on June 6, 1997 and is expected to continue through June 5, 2002.
During the Disposition Period the Partnership will distribute substantially all
distributable cash from operations and sales to the Partners and begin the
orderly termination of its operations and affairs. The Partnership will not
reinvest in any leased equipment during the Disposition Period.
As of June 30, 1997, except as noted above, there were no known trends or
demands, commitments, events or uncertainties which are likely to have any
material effect on liquidity. As cash is realized from operations, sales of
equipment and borrowings, the Partnership will 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
No reports on Form 8-K were filed during the quarter ended June 30, 1997.
<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.
August 14, 1997 Gary N. Silverhardt
- --------------- --------------------------------------------
Date Gary N. Silverhardt
Chief Financial Officer
(Principal financial and account officer of
the General Partner of the Registrant)
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000874320
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 462,922
<SECURITIES> 0
<RECEIVABLES> 19,971,928
<ALLOWANCES> 904,217
<INVENTORY> 20,350
<CURRENT-ASSETS> * 0
<PP&E> 6,819,250
<DEPRECIATION> 0
<TOTAL-ASSETS> 31,474,549
<CURRENT-LIABILITIES> ** 0
<BONDS> 16,217,504
0
0
<COMMON> 0
<OTHER-SE> 13,881,732
<TOTAL-LIABILITY-AND-EQUITY> 31,474,549
<SALES> 1,579,608
<TOTAL-REVENUES> 1,579,608
<CGS> 203,554
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 529,673
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 516,611
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 329,770
<EPS-PRIMARY> 0.82
<EPS-DILUTED> 0.82
<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>
