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, 1998
-------------------------------------------------
[ ] 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 0-27902
---------------------------------------------------------
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>
March 31, December 31,
1998 1997
Assets
<S> <C> <C>
Cash .................................................. $ 479,661 $ 1,154,378
------------ ------------
Investment in finance leases
Minimum rents receivable ........................... 6,482,731 8,243,812
Estimated unguaranteed residual values ............. 5,315,589 5,916,727
Initial direct costs ............................... 99,668 131,110
Unearned income .................................... (1,175,507) (1,442,524)
Allowance for doubtful accounts .................... (571,073) (568,285)
------------ ------------
10,151,408 12,280,840
Investment in operating lease equipment, at cost ...... 6,819,250 6,819,250
Accumulated depreciation .............................. (509,167) (356,417)
------------ ------------
6,310,083 6,462,833
Investment in financings
Receivables due in installments .................... 3,245,997 3,397,740
Initial direct costs ............................... 11,023 12,344
Unearned income .................................... (1,088,631) (1,137,678)
Allowance for doubtful accounts .................... (456,206) (456,206)
------------ ------------
1,712,183 1,816,200
Equity investment in joint venture .................... 1,119,988 1,155,072
------------ ------------
Other assets .......................................... 124,325 130,155
------------ ------------
Total assets .......................................... $ 19,897,648 $ 22,999,478
============ ============
Liabilities and Partners' Equity
Note payable - recourse ............................... $ 1,657,146 $ 2,027,139
Note payable - non-recourse - secured financing ....... 997,829 1,195,311
Notes payable - non-recourse .......................... 7,648,082 8,713,846
Accounts payable to General Partner and affiliates, net 75,212 164,151
Accounts payable - other .............................. 37,549 43,136
Security deposits and deferred credits ................ 1,425,217 1,767,386
------------ ------------
11,841,035 13,910,969
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Balance Sheets (Continued)
(unaudited)
March 31, December 31,
1998 1997
Commitments and Contingencies
Partners' equity (deficiency)
General Partner ............................. (264,052) (253,733)
Limited partners (399,118 units outstanding,
$100 per unit original issue price ........ 8,320,665 9,342,242
------------ ------------
Total partners' equity ......................... 8,056,613 9,088,509
------------ ------------
Total liabilities and partners' equity ......... $ 19,897,648 $ 22,999,478
============ ============
See accompanying notes to consolidated financial statements.
<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)
1998 1997
---- ----
Revenues
Rental income ...................................... $342,000 $ --
Finance income ..................................... 315,819 530,669
Income from equity investment in joint venture ..... 65,929 18,561
Interest income and other .......................... 6,988 33,985
Net gain on sales or remarketing
of equipment ..................................... 6,854 302,687
-------- --------
Total revenues ..................................... 737,590 885,902
-------- --------
Expenses
Interest ........................................... 239,598 265,859
Depreciation ....................................... 152,750 --
Management fees - General Partner .................. 130,599 138,961
Administrative expense reimbursements
- General Partner ................................ 71,978 64,555
General and administrative ......................... 48,002 37,849
Amortization of initial direct costs ............... 34,695 108,858
-------- --------
Total expenses ..................................... 677,622 616,082
-------- --------
Net income ........................................... $ 59,968 $269,820
======== ========
Net income allocable to:
Limited partners ................................... $ 59,368 $267,122
General Partner .................................... 600 2,698
-------- --------
$ 59,968 $269,820
======== ========
Weighted average number of limited
partnership units outstanding ...................... 399,118 399,158
======== ========
Net income per weighted average
limited partnership unit ........................... $ .15 $ .67
======== ========
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 Three Months Ended March 31, 1998 and
the Years Ended December 31, 1997, 1996 and 1995
(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, 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
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Changes in Partners' Equity (Continued)
For the Three Months Ended March 31, 1998 and
the Years Ended December 31, 1997, 1996 and 1995
(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>
Cash distributions
to partners $ 18.07 $ 1.68 (7,882,867) (79,648) (7,962,515)
Limited partnership
units redeemed
(40 units) (366) - (366)
Net income 669,963 6,767 676,730
----------- ------------ -----------
Balance at
December 31, 1997 9,342,242 (253,733) 9,088,509
Cash distributions
to partners $ 2.56 $ .15 (1,080,945) (10,919) (1,091,864)
Net income 59,368 600 59,968
----------- ----------- -----------
Balance at March 31, 1998 $ 8,320,665 $ (264,052) $ 8,056,613
=========== =========== ===========
</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 Three Months Ended March 31,
(unaudited)
<TABLE>
1998 1997
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income ............................................... $ 59,968 $ 269,820
----------- -----------
Adjustments to reconcile net income to net
cash provided by operating activities:
Collection of principal - non-financed receivables ...... 475,422 702,130
Interest expense on non-recourse financing paid
directly by lessees ................................... 173,906 202,682
Depreciation ............................................ 152,750 --
Finance income portion of receivables paid directly to
lenders by lessees .................................... (131,152) (273,202)
Income from equity investment in joint venture .......... (65,929) (18,561)
Distribution from equity investment in joint venture .... 101,013 --
Amortization of initial direct costs .................... 34,695 108,858
Net gain on sales or remarketing of equipment ........... (6,854) (302,687)
Interest expense accrued on non-recourse securitized debt 3,508 --
Allowance for doubtful accounts ......................... 2,788 7,210
Changes in operating assets and liabilities:
Security deposits and deferred credits ................. (342,169) 422,436
Accounts payable to General Partner and affiliates, net (88,939) (18,406)
Accounts payable - other ............................... (5,587) (39,895)
Other, net ............................................. (16,822) (155,873)
----------- -----------
Total adjustments .................................... 286,630 634,692
----------- -----------
Net cash provided by operating activities ............ 346,598 904,512
----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment ......................... 638,024 8,738,593
Equipment and receivables purchased ...................... -- (3,409,805)
----------- -----------
Net cash provided by investing activities ............ 638,024 5,328,788
----------- -----------
</TABLE>
(continued on next page)
<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)
<TABLE>
1998 1997
---- ----
Cash flows from financing activities:
<S> <C> <C>
Cash distributions to partners .................... (1,091,864) (1,411,166)
Principal payments on note payable-recourse ....... (369,993) --
Principal payments on notes payable-revolving
credit facility ................................. -- (3,386,421)
Principal payments on non-recourse securitized debt (197,482) (285,147)
----------- -----------
Net cash used in financing activities ......... (1,659,339) (5,082,734)
----------- -----------
Net increase (decrease) in cash ..................... (674,717) 1,150,566
Cash at beginning of period ......................... 1,154,378 413,845
----------- -----------
Cash at end of period ............................... $ 479,661 $ 1,564,411
=========== ===========
</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 three months ended March 31, 1998 and 1997, non-cash activities
included the following:
<TABLE>
1998 1997
---- ----
Principal and interest on direct finance
<S> <C> <C>
receivables paid directly to lenders by lessees ........... $ 1,219,203 $ 1,978,735
Principal and interest on non-recourse financing
paid directly by lessees .................................. (1,219,203) (1,814,552)
Decrease in investments in finance leases due to terminations 20,467 --
Decrease in notes payable non-recourse due to terminations .. (20,467) --
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)
----------- -----------
$ -- $ --
=========== ===========
</TABLE>
Interest expense of $239,598 and $265,859 for the three months ended March
31, 1998 and 1997 consisted of: interest expense on non-recourse financing paid
or accrued directly to lenders by lessees of $173,906 and $202,682,
respectively, interest expense on non-recourse securitized debt of $21,684 and
$62,477, respectively, interest expense on recourse notes payable of $44,008 and
$0, respectively, and other interest of $0 and $700, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
March 31, 1998
(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 1997
Annual Report on Form 10-K.
2. Security Deposits and Deferred Credits
Security deposits and deferred credits at March 31, 1998 include $22,610 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, 1998 and 1997, the Partnership paid
or accrued to the General Partner management fees of $130,599 and $138,961,
respectively, and administrative expense reimbursements of $71,978 and $64,555,
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.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
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.
In March 1997 the Partnership, ICON Cash Flow Partners L.P. Six ("L.P.
Six"), and L.P. Seven, contributed and assigned equipment lease and finance
receivables and residuals with a net book value of $4,805,767, $5,304,010 and
$5,391,216, and cash of $125,000, $300,000 and $275,000, respectively to ICON
Receivables 1997-A LLC ("1997-A"), a special purpose entity created for the
purpose of originating new leases, managing existing contributed assets and
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 "1997-A Facility"). Borrowings under the 1997-A Facility were
based on the present value of the new leases. Outstanding amounts under the
1997-A Facility bore interest equal to Libor plus 1.5%.
On September 19, 1997 ICON Cash Flow Partners, L.P., Series E ("Series E"),
L.P. Six and L.P. Seven contributed and assigned equipment lease and finance
receivables and residuals with a net book value of $15,547,305, $5,225,794 and
$0, and cash of $740,000, $300,000 and $484,244, respectively to 1997-A. The
Partnership, Series E, L.P. Six and L.P. Seven (collectively the "1997-A
Members") received a 17.81%, 31.19% 31.03% and 19.97% interest, respectively, in
1997-A based on the present value of their related contributions.
On September 19, 1997, 1997-A securitized substantially all of its equipment
leases and finance receivables and residuals. The net proceeds from the
securitization totaled $47,140,183, of which $16,658,877 was used to pay down
the 1997-A Facility, and the remaining proceeds, after establishing reserves for
expenses, were distributed to the 1997-A Members based on their respective
interests. 1997-A became the beneficial owner of a trust. The trustee for the
trust is Texas Commerce Bank ("TCB"). In conjunction with this securitization,
the portfolio as well as the General Partner's servicing capabilities were rated
"AA" by Duff & Phelps and Fitch, both nationally recognized rating agencies. The
General Partner, as servicer, is responsible for managing, servicing, reporting
on and administering the portfolio. 1997-A remits all monies received from the
portfolio to TCB. TCB is responsible for disbursing to the noteholders their
respective principal and interest and to 1997-A the excess of cash collected
over debt service from the portfolio. The 1997-A Members receive their pro rata
share of any excess cash on a monthly basis from 1997-A. The Partnership's share
of the net proceeds from the securitization totaled $3,962,495. The 1997-A
Members may receive, in accordance with their membership interests, additional
proceeds if 1997-A generates excess cash (cash after payment of debt and
expenses).
Information as to the financial position and results of operations of
1997-A as of and for the quarter ended March 31, 1998 is summarized below:
March 31, 1998
Assets $ 48,132,853
============
Liabilities $ 42,562,421
============
Equity $ 5,570,432
============
Three Months Ended
March 31, 1998
Net income $ 370,203
============
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
March 31, 1998
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 leases, financings and equity investment in joint venture,
representing 53%, 31%, 10% and 6% of total investments at March 31, 1998,
respectively, and 72%, 0%, 10% and 18% of total investments at March 31, 1997,
respectively.
For the three months ended March 31, 1997, the Partnership leased or
financed equipment with initial costs of $3,409,803, to 40 lessees or equipment
users. The weighted average initial transaction term for 1997 was 28 months.
Results of Operations for the Three Months Ended March 31, 1998 and 1997
Revenues for the three months ended March 31, 1998 were $737,590,
representing a decrease of $148,312 or 17% from 1997. The decrease in revenues
resulted primarily from a decrease in finance income of $214,850 or 41% and a
decrease in net gain on sales or remarketing of equipment of $295,833 or 98%,
from 1997. Interest income and other also decreased by $26,997 or 79%. These
decreases were partially offset by an increase in rental income of $342,000 and
an increase in income from investment in joint venture of $47,368. Finance
income decreased due to a decrease in the average size of the portfolio from
1997 to 1998. 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. Interest income and other decreased
primarily from a decrease in the average cash balance from 1997 to 1998 and from
a reduction in late charges during the same period. Rental income increased due
to the Partnership's $6,819,250 investment in an operating lease during June
1997. Income from investment in joint venture increased as a result of the
Partnership's March 1997 investment in ICON Receivables 1997-A LLC.
Expenses for the three months ended March 31, 1998 were $677,622,
representing an increase of $61,540 or 10% from 1997. The increase in expenses
resulted primarily from an increase in depreciation expense of $152,750, an
increase in administrative expense reimbursements of $7,423 or 11% and an
increase in general and administrative expenses of $10,153 or 27%. These
increases were partially offset by a decrease in amortization of initial direct
costs of $74,163 or 68%, a decrease in management fees of $8,362 or 6% and a
decrease in interest expense of $26,261 or 10%. The increase in depreciation
expense and administrative expense reimbursements resulted from the
Partnership's June 1997 investment in an operating lease. General and
administrative expenses increased primarily due to an increase in professional
service expenses. Amortization of initial direct costs and management fees
decreased due to a decrease in the average size of the portfolio from 1997 to
1998. Interest expense decreased as a result of the decrease in the average debt
outstanding from 1997 to 1998.
Net income for the three months ended March 31, 1998 and 1997 was $59,968
and $269,820, respectively. The net income per weighted average limited
partnership unit was $.15 and $.67 for 1998 and 1997, 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 three months ended March
31, 1998 and 1997 were net cash provided by operations of $346,598 and $904,512,
respectively, proceeds from sales of equipment of $638,024 and $8,738,593,
respectively. These funds were used to purchase equipment, to fund cash
distributions and to make payments on borrowings.
Cash distributions to the limited partners for the three months ended March
31, 1998 and 1997, which were paid monthly, totaled $1,080,945 and $1,397,054,
respectively, of which $94,630 and $267,122 was investment income and $986,315
and $1,129,932 was a return of capital, respectively. The monthly annualized
cash distribution rate for the three months ended March 31, 1998 and 1997 was
10.83% and 14.00%, of which .96% and 2.67% was investment income and 9.87% and
11.33% 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 $2.71 and $3.50, of which $.15 and
$.67 was investment income and $2.56 and $2.83 was a return of capital,
respectively.
The Partnership's Reinvestment Period ended June 5, 1997. The Disposition
Period began June 6, 1997 and is expected to continue through June 5, 2002.
During the Disposition Period the Partnership has, and will continue to
distribute substantially all distributable cash from operations and sales to the
Partners and begin the orderly termination of its operations and affairs. The
Partnership has not, and will not reinvest in any leased equipment during the
Disposition Period.
As a result of the Partnership's entering into the Disposition Phase, future
monthly distributions could, and are expected to fluctuate depending on the
amount of asset sale and re-lease proceeds received during that period.
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.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
In March 1997 the Partnership, ICON Cash Flow Partners L.P. Six ("L.P.
Six"), and L.P. Seven, contributed and assigned equipment lease and finance
receivables and residuals with a net book value of $4,805,767, $5,304,010 and
$5,391,216, and cash of $125,000, $300,000 and $275,000, respectively to ICON
Receivables 1997-A LLC ("1997-A"), a special purpose entity created for the
purpose of originating new leases, managing existing contributed assets and
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 "1997-A Facility"). Borrowings under the 1997-A Facility were
based on the present value of the new leases. Outstanding amounts under the
1997-A Facility bore interest equal to Libor plus 1.5%.
On September 19, 1997 ICON Cash Flow Partners, L.P., Series E ("Series E"),
L.P. Six and L.P. Seven contributed and assigned equipment lease and finance
receivables and residuals with a net book value of $15,547,305, $5,225,794 and
$0, and cash of $740,000, $300,000 and $484,244, respectively to 1997-A. The
Partnership, Series E, L.P. Six and L.P. Seven (collectively the "1997-A
Members") received a 17.81%, 31.19% 31.03% and 19.97% interest, respectively, in
1997-A based on the present value of their related contributions.
On September 19, 1997, 1997-A securitized substantially all of its equipment
leases and finance receivables and residuals. The net proceeds from the
securitization totaled $47,140,183, of which $16,658,877 was used to pay down
the 1997-A Facility, and the remaining proceeds, after establishing reserves for
expenses, were distributed to the 1997-A Members based on their respective
interests. 1997-A became the beneficial owner of a trust. The trustee for the
trust is Texas Commerce Bank ("TCB"). In conjunction with this securitization,
the portfolio as well as the General Partner's servicing capabilities were rated
"AA" by Duff & Phelps and Fitch, both nationally recognized rating agencies. The
General Partner, as servicer, is responsible for managing, servicing, reporting
on and administering the portfolio. 1997-A remits all monies received from the
portfolio to TCB. TCB is responsible for disbursing to the noteholders their
respective principal and interest and to 1997-A the excess of cash collected
over debt service from the portfolio. The 1997-A Members receive their pro rata
share of any excess cash on a monthly basis from 1997-A. The Partnership's share
of the net proceeds from the securitization totaled $3,962,495. The 1997-A
Members may receive, in accordance with their membership interests, additional
proceeds if 1997-A generates excess cash (cash after payment of debt and
expenses).
As of March 31, 1998, except as noted above, there were no known trends or
demands, commitments, events or uncertainties which are likely to have any
material effect on liquidity. As cash is realized from operations, sales of
equipment and borrowings, the Partnership will distribute substantially all
available cash after 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 March 31, 1998.
<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.
May 14, 1998 /s/ 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
<NAME> ICON Cash Flow Partners, L.P., Series D
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 479,661
<SECURITIES> 0
<RECEIVABLES> 9,728,728
<ALLOWANCES> 1,027,279
<INVENTORY> 0
<CURRENT-ASSETS> * 0
<PP&E> 6,819,250
<DEPRECIATION> 509,167
<TOTAL-ASSETS> 19,897,648
<CURRENT-LIABILITIES> ** 0
<BONDS> 10,303,058
0
0
<COMMON> 0
<OTHER-SE> 8,056,613
<TOTAL-LIABILITY-AND-EQUITY> 19,897,648
<SALES> 730,602
<TOTAL-REVENUES> 737,590
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 438,024
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 239,598
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 59,968
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
<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>
