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, 1998
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number 0-27902
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ICON Cash Flow Partners, L.P., Series D
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(Exact name of registrant as specified in its charter)
Delaware 13-3602979
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
600 Mamaroneck Avenue, Harrison, New York 10528-1632
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(Address of principal executive offices) (Zip code)
(914) 698-0600
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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,
1998 1997
Assets
<S> <C> <C>
Cash ................................................... $ 148,039 $ 1,154,378
------------ ------------
Investment in finance leases
Minimum rents receivable ............................ 4,111,232 8,243,812
Estimated unguaranteed residual values .............. 5,033,709 5,916,727
Initial direct costs ................................ 54,022 131,110
Unearned income ..................................... (809,714) (1,442,524)
Allowance for doubtful accounts ..................... (439,990) (568,285)
------------ ------------
7,949,259 12,280,840
Investment in operating leases
Equipment, at cost .................................. 6,819,250 6,819,250
Accumulated depreciation ............................ (859,401) (356,417)
------------ ------------
5,959,849 6,462,833
Investment in financings
Receivables due in installments ..................... 3,230,393 3,397,740
Initial direct costs ................................ 2,472 12,344
Unearned income ..................................... (1,108,586) (1,137,678)
Allowance for doubtful accounts ..................... (166,362) (456,206)
------------ ------------
1,957,917 1,816,200
Equity investment in joint venture ..................... 1,203,356 1,155,072
------------ ------------
Other assets ........................................... 13,396 130,155
------------ ------------
Total assets ........................................... $ 17,231,818 $ 22,999,478
============ ============
Liabilities and Partners' Equity
Note payable - recourse ................................ $ 1,146,616 $ 2,027,139
Note payable - non-recourse - secured financing ........ 607,822 1,195,311
Notes payable - non-recourse ........................... 5,948,271 8,713,846
Security deposits, deferred credits and accounts payable 2,898,085 1,810,522
Accounts payable to General Partner and affiliates, net -- 164,151
------------ ------------
10,600,794 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)
September 30, December 31,
1998 1997
Commitments and Contingencies
Partners' equity (deficiency)
General Partner ............................ (278,308) (253,733)
Limited partners (399,118 units outstanding,
$100 per unit original issue price ....... 6,909,332 9,342,242
------------ ------------
Total partners' equity ........................ 6,631,024 9,088,509
------------ ------------
Total liabilities and partners' equity ........ $ 17,231,818 $ 22,999,478
============ ============
See accompanying notes to unaudited 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 Nine Months
Ended September 30, Ended September 30,
1998 1997 1998 1997
---- ---- ---- ----
Revenue
<S> <C> <C> <C> <C>
Rental income ...................... $ 342,000 $ 456,000 $ 987,387 $ 456,000
Finance income ..................... 246,806 403,973 850,330 1,422,619
Net gain on sales or
remarketing of equipment ......... 40,678 76,272 192,636 442,719
Interest income and other .......... 9,735 20,036 21,737 76,531
Income (loss) from equity investment
in a joint venture ............... (19,017) 110,574 144,040 248,594
----------- ----------- ----------- -----------
Total revenues ..................... 620,202 1,066,855 2,196,130 2,646,463
----------- ----------- ----------- -----------
Expenses
Interest ........................... 172,046 335,708 613,989 852,319
Depreciation ....................... 161,138 203,667 502,984 203,667
Management fees - General Partner .. 96,366 140,043 324,787 422,319
Amortization of initial direct costs 67,002 86,206 171,491 289,760
Administrative expense
reimbursement - General Partner . 51,560 67,750 176,850 206,327
General and administrative ......... 32,134 36,575 155,901 145,395
Reversal of allowance for
doubtful accounts ................ (400,000) -- (400,000) --
----------- ----------- ----------- -----------
Total expenses ..................... 180,246 869,949 1,546,002 2,119,787
----------- ----------- ----------- -----------
Net income ............................ $ 439,956 $ 196,906 $ 650,128 $ 526,676
=========== =========== =========== ===========
Net income allocable to:
Limited partners ................... $ 435,556 $ 194,937 $ 643,627 $ 521,409
General Partner .................... 4,400 1,969 6,501 5,267
----------- ----------- ----------- -----------
$ 439,956 $ 196,906 $ 650,128 $ 526,676
=========== =========== =========== ===========
Weighted average number of limited
partnership units outstanding ...... 399,118 399,118 399,118 399,118
=========== =========== =========== ===========
Net income per weighted average
limited partnership unit ........... $ 1.09 $ .49 $ 1.61 $ 1.31
=========== =========== =========== ===========
</TABLE>
See accompanying notes to unaudited 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, 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 Nine Months Ended September 30, 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 ...... $ 6.10 $ 1.61 (3,076,537) (31,076) (3,107,613)
Net income .......... 643,627 6,501 650,128
----------- ----------- -----------
Balance at
September 30, 1998 $ 6,909,332 $ (278,308) $ 6,631,024
=========== =========== ===========
</TABLE>
See accompanying notes to unaudited 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)
<TABLE>
1998 1997
---- ----
Cash flows provided by operating activities:
<S> <C> <C>
Net income ................................................... $ 650,128 $ 526,676
----------- -----------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation .............................................. 502,984 203,667
Finance income portion of receivables paid directly
to lenders by lessees ................................... (303,001) (688,107)
Rental income paid directly to lenders by lessees ......... (248,160) --
Amortization of initial direct costs ...................... 171,491 289,760
Net gain on sales or remarketing of equipment ............. (192,636) (442,719)
Interest expense on non-recourse financing paid
directly by lessees ..................................... 457,200 509,110
Interest expense accrued on non-recourse securitized debt . -- 4,508
Collection of principal - non-financed receivables ........ 1,123,298 1,442,020
Income from equity investment in joint venture ............ (144,040) (248,594)
Distribution from equity investment in joint venture ...... 145,536 3,962,495
Changes in operating assets and liabilities:
Security deposits, deferred credits and accounts payable 823,367 2,159,664
Allowance for doubtful accounts ........................ (418,139) 136,048
Accounts payable to General Partner
and affiliates, net .................................. (164,151) 31,566
Other, net ............................................. 61,099 (541,751)
----------- -----------
Total adjustments .................................... 1,814,848 6,817,667
----------- -----------
Net cash provided by operating activities ............ 2,464,976 7,344,343
----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment ............................. 1,154,090 9,095,666
Investment in joint venture .................................. (49,780) --
Equipment and receivables purchased .......................... -- (6,418,117)
----------- -----------
Net cash provided by investing activities .............. 1,104,310 2,677,549
----------- -----------
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (Continued)
For the Nine Months Ended September 30,
(unaudited)
<TABLE>
1998 1997
---- ----
Cash flows from financing activities:
<S> <C> <C>
Principal payments on note payable - recourse ...... (880,523) (485,013)
Principal payments on non-recourse secured financing (587,489) (744,247)
Principal payments on revolving line of credit ..... -- (3,386,421)
Proceeds from note payable - recourse .............. -- 2,700,000
Proceeds from note payable - affiliate ............. -- 3,500,000
Principal payments on note payable - affiliate ..... -- (3,500,000)
Cash distributions to partners ..................... (3,107,613) (3,967,278)
Redemption of limited partnership units ............ -- (366)
----------- -----------
Net cash used in financing activities ........ (4,575,625) (5,883,325)
----------- -----------
Net (decrease) increase in cash ....................... (1,006,339) 4,138,567
Cash at beginning of period ........................... 1,154,378 413,845
----------- -----------
Cash at end of period ................................. $ 148,039 $ 4,552,412
=========== ===========
</TABLE>
See accompanying notes to unaudited 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, 1998 and 1997, non-cash activities
included the following:
<TABLE>
1998 1997
---- ----
Principal and interest on direct finance receivables
<S> <C> <C>
paid directly to lenders by lessees ................... $ 2,597,115 $ 5,268,285
Rental income assigned operating lease receivable ........ 248,160
Principal and interest on non-recourse financing
paid directly by lessees .............................. (2,845,275) (5,268,285)
Decrease in notes payable non-recourse due to terminations (264,196) --
Increase in security deposits and deferred credits ....... 264,196 --
Fair value of equipment and receivables purchased
for debt and payables ................................. -- (12,321,960)
Non-recourse notes payable assumed
in purchase price ..................................... -- 5,727,540
Accounts payable-equipment ............................... -- 6,594,420
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 $613,989 and $852,319 for the nine months ended
September 30, 1998 and 1997 consisted of: interest expense on non-recourse
financing paid or accrued directly to lenders by lessees of $457,200 and
$509,110, respectively, interest expense on non-recourse secured financing of
$53,725 and $104,512, respectively, interest expense on recourse notes payable
of $101,478 and $77,094, respectively, interest expense on notes payable
affiliates of $1,586 and $26,370, respectively, and other interest of $0 and
$135,233, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Unaudited Consolidated Financial Statements
September 30, 1998
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 presented 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, Deferred Credits and Accounts Payable
Security deposits, deferred credits and accounts payable at September 30,
1998 and December 31, 1997 include $896,328 and $22,610, respectively, of
proceeds received on residuals which will be applied upon final remarketing of
the related equipment.
3. Related Party Transactions
During the nine months ended September 30, 1998 and 1997, the Partnership
paid or accrued to the General Partner management fees of $324,787 and $422,319,
respectively, and administrative expense reimbursements of $176,850 and
$206,327, respectively. These fees and reimbursements were charged to
operations.
In May 1998 and July 1998, an affiliate, ICON Cash Flow Partners, L.P.,
Series C ("Series C"), lent the Partnership $100,000 and $115,000, respectively.
These loans bore interest at the rate of 11%. The loans were paid in June 1998
and July 1998, respectively. The Partnership paid $1,586 to Series C for
interest related to the notes.
4. Year 2000
The Partnership relies on computer information systems for its transaction
processing and for general data processing. The Year 2000 issue arose because
many existing computer programs have been written using two digits rather than
four to define the applicable year. As a result, the program could interpret
dates ending in "00" as the year 1900 rather than the year 2000. In certain
cases, such errors could result in system failures or miscalculations that
disrupt the operation of the affected businesses.
The Partnership uses computer information systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General Partner's primary computer information systems are provided by
third parties vendors. The General Partner has formally communicated with these
vendors and has received assurance that their programs are Year 2000 compliant.
In addition, the General Partner has gathered information about the Year 2000
readiness of significant vendors and third-party servicers and continues to
monitor developments in this area. All of the General Partner's peripheral
computer technologies, such as its network operating system and third party
software applications, including payroll and electronic banking have been
evaluated and have been found to be Year 2000 compliant. The ultimate impact of
the Year 2000 issue on the Partnership will depend to a great extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's lessees will have a material self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or delayed revenues to the Partnership. The effect of this risk to the
Partnership is not determinable.
The General Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal computers. The
General Partner's costs incurred to date and expected future costs are not
material.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Unaudited Consolidated Financial Statements
5. 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 ICON Cash Flow Partners L.P. Seven ("L.P. Seven"), contributed and
assigned equipment lease and finance receivables and residuals 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
eventually securitizing its portfolio. In September 1997 ICON Cash Flow
Partners, L.P., Series E ("Series E") and L.P. Six contributed and assigned
additional equipment lease and finance receivables and residuals to 1997-A. The
Partnership, Series E, L.P. Six and L.P. Seven 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.
Information as to the unaudited financial position and results of
operations of 1997-A as of and for the nine months ended September 30, 1998 is
summarized below:
September 30, 1998
Assets $ 37,097,268
==============
Liabilities $ 31,058,715
==============
Equity $ 5,229,748
==============
Nine Months Ended
September 30, 1998
Net income $ 808,805
==============
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
September 30, 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 of
47%, 35%, 12% and 6% of total investments at September 30, 1998, respectively,
and 62%, 28%, 10% and 9% of total investments at September 30, 1997,
respectively.
Results of Operations
Three Months Ended September 30, 1998 and 1997
The Partnership did not lease or finance any equipment for the three months
ended September 30, 1998 and 1997.
Revenues for the three months ended September 30, 1998 were $620,202
representing a decrease of $446,653 or 42% from 1997. This decrease in revenues
was attributable to a decrease in finance income of $157,167 or 39%, a decrease
in income from equity investment in joint venture of $129,591 or 117%, a
decrease in rental income of $114,000 or 25%, a decrease in net gain on sales or
remarketing of equipment of $35,594 or 47% and a decrease in interest income and
other of $10,301 or 51%. Finance income decreased due to a decrease in the
average size of the portfolio from 1997 to 1998. The decrease in income from
equity investment in joint venture was a result of a decrease in the average
size of the joint venture's portfolio from 1997 to 1998. Rental income relates
to the Partnership's operating lease with U.S. Air which commenced in June 1997.
Rental income for the third quarter of 1997, include rents for four months in
1997 compared to three months for 1998. The decrease in net gain on sales or
remarketing of equipment was due to a decrease in the number of leases maturing
from 1997 to 1998 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 decrease in interest income and other resulted from a
decrease in the average cash balance from 1997 to 1998.
Expenses for the three months ended September 30, 1998 were $180,246
representing a decrease of $689,703 or 79% from 1997. The decrease in expenses
was attributable to a decrease in interest expense of $163,662 or 49%, a
decrease in management fees of $43,677 or 31%, a decrease in depreciation
expense of $42,529 or 21%, a decrease in the amortization of initial direct
costs of $19,204 or 22%, a decrease in administrative expense reimbursements of
$16,190 or 24%, a decrease in general and administrative expenses of $4,441 or
12% and a reduction of the allowance for doubtful accounts of $400,000. The
decrease in interest expense was primarily due to the decrease in the average
debt outstanding. The decreases in management fees, depreciation expense,
administrative expense reimbursements, amortization of initial direct costs and
general and administrative expenses were attributable to the decrease in the
average size of the portfolio from 1997 to 1998. The reduction of the allowance
for doubtful accounts was as a result of an analysis of delinquency, an
assessment of overall risk and a review of historical loss experience.
Net income for the three months ended September 30, 1998 and 1997 was
$439,956 and $196,906, respectively. The net income per weighted average limited
partnership unit was $1.09 and $.49 for 1998 and 1997, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
September 30, 1998
Nine Months Ended September 30, 1998 and 1997
For the nine months ended September 30, 1998 and 1997, the Partnership
leased or financed equipment with an initial cost of $0 and $10,230,433,
respectively, to 0 and 42 lessees or equipment users, respectively. The weighted
average initial term relating to the 1997 transactions was 42 months.
Revenues for the nine months ended September 30, 1998 were $2,196,130
representing a decrease of $450,333 from 1997. The decrease in revenues was
attributable to a decrease in finance income of $572,289 or 40%, a decrease in
net gain on sales or remarketing of equipment of $250,083 or 56%, a decrease in
income from equity investment in joint venture of $104,554 or 42%, and a
decrease in interest income and other of $54,794 or 72% from 1997. These
decreases were partially offset by an increase in rental income of $531,387 or
117%. 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. The decrease in
income from equity investment in joint venture was due to a decrease in the
average size of the joint venture's portfolio from 1997 to 1998. The decrease in
interest income and other resulted from a decrease in the average cash balance
from 1997 to 1998. The Partnership's operating lease with U.S. Air commenced in
June 1997. Revenues for 1998 include nine months of rents compared to four
months in 1997.
Expenses for the nine months ended September 30, 1998 were $1,546,002
representing a decrease of $573,785 or 27% from 1997. The decrease in expenses
was attributable to a decrease in interest expense of $238,330 or 28%, a
decrease in the amortization of initial direct costs of $118,269 or 41%, a
decrease in management fees of $97,532 or 23%, a decrease in administrative
expense reimbursements of $29,477 or 14% and a reduction of the allowance for
doubtful accounts of $400,000 from 1997. These decreases were partially offset
by an increase in depreciation of $299,317 or 147% and an increase in general
and administrative expenses of $10,506 or 7%. The decrease in interest expense
resulted from a decrease in the average debt outstanding from 1997 to 1998.
Amortization of initial direct costs, management fees, and administrative
expense reimbursements decreased due to a decrease in the average size of the
portfolio from 1997 to 1998. The reduction of the allowance for doubtful
accounts was a result of an analysis of delinquency, an assessment of overall
risk and a review of historical loss experience. The increase in depreciation
expense was due to the Partnerships additional investment in operating leases.
The increase in general and administrative expenses was due to legal fees
incurred related to collection activities.
Net income for the nine months ended September 30, 1998 and 1997 was
$650,128 and $526,676, respectively. The net income per weighted average limited
partnership unit was $1.61 and $1.31 for 1998 and 1997, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the nine months ended
September 30, 1998 and 1997 were net cash provided by operations of $2,464,976
and $7,344,343, respectively, proceeds from sales of equipment of $1,154,090 and
$9,095,666, respectively, and proceeds from recourse borrowings of $2,700,000 in
1997. These funds were used to purchase equipment in 1997, fund cash
distributions and make payments on borrowings.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
September 30, 1998
Cash distributions to limited partners for the nine months ended September
30, 1998 and 1997, which were paid monthly, totaled $3,076,537 and $3,924,943,
respectively, of which $643,627 and $521,409 was investment income and
$2,432,910 and $3,403,534 was a return of capital, respectively. The monthly
annualized cash distribution rate to limited partners was 10.28% for 1998 and
13.11% for 1997, of which 2.15% and 1.74% was investment income and 8.13% and
11.37% 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 nine months ended September 30, 1998
and 1997 was $7.71 and $9.83, of which $1.61 and $1.31 was investment income and
$6.10 and $8.52 was a return of capital, respectively.
The Partnership's Reinvestment Period ended June 5, 1997. The Disposition
Period began June 6, 1997, at which time the Partnership began the orderly
termination of its operations and affairs. During the Disposition Period the
Partnership has, and will continue to distribute substantially all distributable
cash from operations and sales to the Partners. 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 relies on computer information systems for its transaction
processing and for general data processing. The Year 2000 issue arose because
many existing computer programs have been written using two digits rather than
four to define the applicable year. As a result, the program could interpret
dates ending in "00" as the year 1900 rather than the year 2000. In certain
cases, such errors could result in system failures or miscalculations that
disrupt the operation of the affected businesses.
The Partnership uses computer information systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General Partner's primary computer information systems are provided by
third parties vendors. The General Partner has formally communicated with these
vendors and has received assurance that their programs are Year 2000 compliant.
In addition, the General Partner has gathered information about the Year 2000
readiness of significant vendors and third-party servicers and continues to
monitor developments in this area. All of the General Partner's peripheral
computer technologies, such as its network operating system and third party
software applications, including payroll and electronic banking have been
evaluated and have been found to be Year 2000 compliant. The ultimate impact of
the Year 2000 issue on the Partnership will depend to a great extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's lessees will have a material self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or delayed revenues to the Partnership. The effect of this risk to the
Partnership is not determinable.
The General Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal computers. The
General Partner's costs incurred to date and expected future costs are not
material.
As of September 30, 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 and sales of
equipment, the Partnership will make cash distributions 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 September 30, 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.
February 18, 1999 /s/ Kevin F. Redmond
- ---------------------- -------------------------------------------------
Date Kevin F. Redmond
Vice President and 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 148,039
<SECURITIES> 0
<RECEIVABLES> 7,341,625
<ALLOWANCES> 606,352
<INVENTORY> 0
<CURRENT-ASSETS> * 0
<PP&E> 6,819,250
<DEPRECIATION> 859,401
<TOTAL-ASSETS> 17,231,818
<CURRENT-LIABILITIES> ** 0
<BONDS> 7,702,709
0
0
<COMMON> 0
<OTHER-SE> 6,631,024
<TOTAL-LIABILITY-AND-EQUITY> 17,231,181
<SALES> 2,174,393
<TOTAL-REVENUES> 2,196,130
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,332,013
<LOSS-PROVISION> (400,000)
<INTEREST-EXPENSE> 613,989
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 650,128
<EPS-PRIMARY> 1.61
<EPS-DILUTED> 1.61
<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>
