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, 1999
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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
incorporation or organization) Identification Number)
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>
June 30, December 31,
1999 1998
Assets
<S> <C> <C>
Cash ....................................................... $ 211,149 $ 645,739
------------ ------------
Investment in operating lease equipment, at cost ........... 6,819,250 6,819,250
Accumulated depreciation ................................... (1,373,567) (1,020,538)
------------ ------------
5,445,683 5,798,712
Investment in finance leases
Minimum rents receivable ................................ 2,077,602 3,257,332
Estimated unguaranteed residual values .................. 3,734,764 4,784,614
Initial direct costs .................................... 26,394 42,566
Unearned income ......................................... (339,554) (621,676)
Allowance for doubtful accounts ......................... (251,050) (246,450)
------------ ------------
5,248,156 7,216,386
Investment in financings
Receivables due in installments ......................... 2,810,067 3,079,170
Initial direct costs .................................... 635 1,418
Unearned income ......................................... (937,791) (1,045,785)
Allowance for doubtful accounts ........................ (140,766) (140,766)
------------ ------------
1,732,145 1,894,037
Investment in unconsolidated joint venture ................. 882,293 979,346
------------ ------------
Accounts receivable from General Partner and affiliates, net -- 20,122
Other assets ............................................... 21,088 65,518
------------ ------------
Total assets ............................................... $ 13,540,514 $ 16,619,860
============ ============
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Balance Sheets (Continued)
(unaudited)
<TABLE>
June 30, December 31,
1999 1998
Liabilities and Partners' Equity
<S> <C> <C>
Note payable - recourse ............................... $ 440,887 $ 870,801
Note payable - non-recourse - secured financing ....... 256,229 499,037
Notes payable - non-recourse .......................... 5,726,029 6,366,111
Accounts payable to General Partner and affiliates, net 134,454 --
Security deposits, deferred credits and other payables 2,338,149 3,222,527
------------ ------------
8,895,748 10,958,476
Commitments and Contingencies
Partners' equity (deficiency)
General Partner .................................... (298,159) (288,004)
Limited partners (399,118 units outstanding,
$100 per unit original issue price) .............. 4,942,925 5,949,388
------------ ------------
Total partners' equity ................................ 4,644,766 5,661,384
------------ ------------
Total liabilities and partners' equity ................ $ 13,540,514 $ 16,619,860
============ ============
</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,
1999 1998 1999 1998
---- ---- ---- ----
Revenue
<S> <C> <C> <C> <C>
Rental income ...................... $ 294,000 $ 303,387 $ 642,613 $ 645,387
Finance income ..................... 187,705 287,705 376,964 603,524
Net gain on sales or
remarketing of equipment ......... 65,118 145,104 343,447 151,958
Income from equity investment
in a joint venture ............... 2,948 97,128 59,134 163,057
Interest income and other .......... 4,862 5,014 9,546 12,002
---------- ---------- ---------- ----------
Total revenues ..................... 554,633 838,338 1,431,704 1,575,928
---------- ---------- ---------- ----------
Expenses
Interest ........................... 150,492 202,345 327,440 441,943
General and administrative ......... 69,751 75,765 113,773 93,981
Management fees - General Partner .. 39,891 97,822 99,251 228,421
Administrative expense
reimbursement - General Partner . 25,118 53,312 59,709 125,290
Amortization of initial direct costs 7,908 69,794 16,956 134,275
Depreciation ....................... 191,892 189,096 353,030 341,846
---------- ---------- ---------- ----------
Total expenses ..................... 485,052 688,134 970,159 1,365,756
---------- ---------- ---------- ----------
Net income ............................ $ 69,581 $ 150,204 $ 461,545 $ 210,172
========== ========== ========== ==========
Net income allocable to:
Limited partners ................... $ 68,885 148,702 $ 456,930 $ 208,070
General Partner .................... 696 1,502 4,615 2,102
---------- ---------- ---------- ----------
$ 69,581 $ 150,204 $ 461,545 $ 210,172
========== ========== ========== ==========
Weighted average number of limited
partnership units outstanding ...... 399,118 399,118 399,118 399,118
========== ========== ========== ==========
Net income per weighted average
limited partnership unit ........... $ .17 $ .37 $ 1.15 $ .52
========== ========== ========== ==========
</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, 1999 and
the Year Ended December 31, 1998
(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, 1997 $ 9,342,242 $ (253,733) $ 9,088,509
Cash distributions
to partners $ 8.50 $ 1.71 (4,074,331) (41,155) (4,115,486)
Net income 681,477 6,884 688,361
----------- ---------- -----------
Balance at
December 31, 1998 5,949,388 (288,004) 5,661,384
Cash distributions
to partners $ 2.52 $ 1.15 (1,463,393) (14,770) (1,478,163)
Net income 456,930 4,615 461,545
----------- ---------- -----------
Balance at June 30, 1999 $ 4,942,925 $ (298,159) $ 4,644,766
=========== =========== ===========
</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>
1999 1998
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income ...................................................... $ 461,545 $ 210,172
----------- -----------
Adjustments to reconcile net income to net
cash provided by operating activities:
Interest expense on non-recourse financing paid directly
to lenders by lessees ........................................ 285,591 320,389
Depreciation ................................................... 353,030 341,846
Finance income portion of receivables paid directly to
lenders by lessees ........................................... (94,328) (227,525)
Rental income paid directly to lenders by lessees .............. (204,215) (165,440)
Income from investment in unconsolidated joint venture ......... (59,134) (163,057)
Amortization of initial direct costs ........................... 16,956 134,275
Net gain on sales or remarketing of equipment .................. (343,447) (151,958)
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables ............ 511,868 762,272
Distributions from investments in unconsolidated joint ventures 212,412 145,536
Investment in unconsolidated joint ventures ................... (11,279) (11,576)
Accounts receivable from General Partner and affiliates ....... 20,122 --
Accounts payable to General Partner and affiliates, net ....... 134,454 (109,753)
Security deposits, deferred credits and other payables ........ (884,378) 251,126
Other, net .................................................... (69,089) (41,546)
----------- -----------
Total adjustments ........................................... (131,437) 1,084,589
----------- -----------
Net cash provided by operating activities ................... 330,108 1,294,761
----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment ................................ 1,386,187 950,290
----------- -----------
Net cash provided by investing activities ................... 1,386,187 950,290
----------- -----------
</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 Six Months Ended March 31,
(unaudited)
<TABLE>
1999 1998
---- ----
Cash flows from financing activities:
<S> <C> <C>
Cash distributions to partners ....................... (1,478,163) (2,099,739)
Principal payments on note payable-recourse .......... (429,914) (564,160)
Principal payments on non-recourse - secured financing (242,808) (404,220)
----------- -----------
Net cash used in financing activities ............ (2,150,885) (3,068,119)
----------- -----------
Net decrease in cash .................................... (434,590) (823,068)
Cash at beginning of period ............................. 645,739 1,154,378
----------- -----------
Cash at end of period ................................... $ 211,149 $ 331,310
=========== ===========
</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, 1999 and 1998, non-cash activities
included the following:
<TABLE>
1999 1998
---- ----
Principal and interest on direct finance
<S> <C> <C>
receivables paid directly to lenders by lessees ........... $ 534,279 $ 1,969,901
Rental income assigned operating lease receivable ............ 204,215 165,440
Principal and interest on non-recourse financing
paid directly by lessees .................................. (738,494) (2,135,341)
Increase in equity investment in unconsolidated joint ventures 44,946 --
Decrease in investment in finance leases and financings
due to contribution to unconsolidated joint venture ....... (44,946) --
Decrease in investment in finance leases and financings
due to terminations ....................................... 18,399 --
Increase in security deposits and deferred credits ........... 168,780 264,196
Decrease in notes payable non-recourse due to terminations ... (187,179) (264,196)
----------- -----------
$ -- $ --
=========== ===========
</TABLE>
Interest expense of $327,440 and $441,943 for the six months ended June
30, 1999 and 1998 consisted of interest expense on non-recourse financing paid
or accrued directly to lenders by lessees of $285,591 and $320,389,
respectively, interest expense on non-recourse secured financing of $14,763 and
$39,338, respectively, interest expense on recourse note payable of $27,086 and
$80,841, respectively, and interest expense on note payable affiliate of $0 and
$1,375, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 1999
(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 1998
Annual Report on Form 10-K.
2. Disposition Period
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 has, and will continue to
distribute substantially all distributable cash from operations and equipment
sales to the partners and continue the orderly termination of its operations and
affairs. The Partnership has not, and will not invest in any additional finance
or lease transactions during the disposition period. During the disposition
period, the Partnership expects to recover, at a minimum, the carrying value of
its assets.
3. Security Deposits, Deferred Credits and Other Payables
Security deposits, deferred credits and other payables at June 30, 1999
and 1998 include $894,141 and $1,240,001 respectively, of proceeds received on
residuals, which will be applied upon final remarketing of the related
equipment.
4. Related Party Transactions
Fees paid or accrued by the Partnership to the General Partner or its
affiliates for the six months ended June 30, 1999 and 1998 are as follows:
1999 1998
---- ----
Management Fees $ 99,251 $ 228,421 Charged to operations
Administrative expense
reimbursements 59,709 125,290 Charged to operations
--------- ---------
Total $ 158,960 $ 353,711
========= =========
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
The Partnership has an investment in a joint venture with other
partnerships sponsored by the General Partner. (See Note 5 for additional
information relating to the joint venture.)
5. Investment in Joint Venture
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 L.L.C. ("1997-A"), a special purpose entity created for the
purpose of originating leases, managing existing contributed assets and
securitizing its portfolio. In September 1997 ICON Cash Flow Partners, L.P.,
Series E ("Series E"), L.P. Six and L.P. Seven 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. In September 1997, 1997-A securitized substantially all
of its equipment leases and finance receivables and residuals. 1997-A became the
beneficial owner of a trust. The Partnership's original investment was recorded
at cost and is adjusted by its share of earnings, losses and distributions
thereafter.
Information as to the financial position and results of operations of
1997-A as of and for the six months ended June 30, 1999 is summarized below:
June 30, 1999
Assets $23,781,936
===========
Liabilities $19,546,193
===========
Equity $ 4,235,743
===========
Partnership's share of equity $ 882,293
===========
Six Months Ended
June 30, 1999
Net income $ 331,975
==========
Partnership's share of net income $ 59,134
==========
Distributions $1,192,722
==========
Partnership's share of distributions $ 212,412
==========
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
June 30, 1999
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 operating
lease, finance leases, financings and investment in unconsolidated joint
venture, representing 40%, 40%, 14%, and 6% of total investments at June 30,
1999, respectively, and 32%, 50%, 12% and 6% of total investments at June 30,
1998, respectively.
Results of Operations for the Three Months Ended June 30, 1999 and 1998
For the three months ended June 30, 1999 and 1998, the Partnership did not
enter into any new leases or financing agreements. At June 30, 1999 the weighted
average remaining transaction term of the portfolio was seven months.
Revenues for the three months ended June 30, 1999 were $554,633,
representing a decrease of $283,705 or 34% from 1998. The decrease in revenues
resulted from a decrease in finance income of $100,000 or 35%, a decrease in
income from investment in unconsolidated joint venture of $94,180 or 97%, a
decrease in net gain on sales or remarketing of equipment of $79,986 or 55%, a
decrease in rental income of $9,387 or 3%, and a decrease in interest income and
other of $152 or 3% from 1998 to 1999, respectively. Finance income decreased
due to a decrease in the average size of the finance lease portfolio from 1998
to 1999. As a result of an analysis of delinquency, assessment of overall risk
and a review of historical loss experience ICON Receivables 1997-A L.L.C.
("1997-A") recorded a loss provision of $270,000 for the three months ended June
30, 1999 which resulted in a decrease for the Partnership in income from equity
investment in unconsolidated joint venture. The decrease in net gain on sales or
remarketing of equipment was due to a decrease in the number of leases maturing
and a decrease in the amount of underlying equipment being sold or remarketed,
for which the proceeds received were in excess of the remaining carrying value
of the equipment. Monthly contractual rents under the Partnership's operating
lease with U.S. Air decreased as a result of the extension of the lease,
effective February 1999, beyond its original expiry date at a decreased rental
rate relative to the original rental rate. The decrease in interest income and
other was due to a decrease in the average cash balance from 1998 to 1999.
Expenses for the three months ended June 30, 1999 were $485,052,
representing a decrease of $203,082 or 30% from 1998. The decrease in expenses
resulted from a decrease in amortization of initial direct costs of $61,886 or
89%, a decrease in management fees of $57,931 or 59%, a decrease in interest
expense of $51,853 or 26%, a decrease in administrative expense reimbursements
of $28,194 or 53% and an decrease in general and administrative expenses of
$6,014 or 8% from 1998 to 1999. These decreases were partially offset by an
increase in depreciation expense of $2,796 or 1% from 1998 to 1999. The decrease
in amortization of initial direct costs, management fees, administrative expense
reimbursements and general and administrative expense resulted from a decrease
in the average size of the finance lease portfolio from 1998 to 1999. Interest
expense decreased due to a decrease in the average debt outstanding from 1998 to
1999.
Net income for the three months ended June 30, 1999 and 1998 was $69,581
and $150,204, respectively. The net income per weighted average limited
partnership unit was $.17 and $.37 for 1999 and 1998, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Results of Operations for the Six Months Ended June 30, 1999 and 1998
For the six months ended June 30, 1999 and 1998, the Partnership did not
enter into any new leases or financing agreements. At June 30, 1999 the weighted
average remaining transaction term of the portfolio was seven months.
Revenues for the six months ended June 30, 1999 were $1,431,704,
representing a decrease of $144,224 or 9% from 1998. The decrease in revenues
resulted from a decrease in finance income of $226,560 or 38%, a decrease in
income from investment in unconsolidated joint venture of $103,923 or 64%, a
decrease in rental income of $2,774 or 1%, and a decrease in interest income and
other of $2,456 or 20% from 1998 to 1999, respectively. These decreases were
partially offset by an increase in net gain on sales or remarketing of equipment
of $191,489 or 126% from 1998. Finance income decreased due to a decrease in the
average size of the finance lease portfolio from 1998 to 1999. As a result of an
analysis of delinquency, assessment of overall risk and a review of historical
loss experience ICON Receivables 1997-A L.L.C. ("1997-A") recorded a loss
provision of $270,000 for the three months ended June 30, 1999 which resulted in
a decrease for the Partnership in income from equity investment in
unconsolidated joint ventures for the six months ended June 30, 1999. Monthly
contractual rents under the Partnership's operating lease with U.S. Air
decreased as a result of the extension of the lease, effective February 1999,
beyond its original expiry date at a decreased rental rate relative to the
original rental rate. The decrease in interest income and other was due to a
decrease in the average cash balance from 1998 to 1999. The increase in net gain
on sales or remarketing of equipment was due to an increase in the number of
leases maturing and an increase in the amount of underlying equipment being sold
or remarketed, for which the proceeds received were in excess of the remaining
carrying value of the equipment.
Expenses for the six months ended June 30, 1999 were $970,159,
representing a decrease of $395,597 or 29% from 1998. The decrease in expenses
resulted from a decrease in management fees of $129,170 or 57%, a decrease in
amortization of initial direct costs of $117,319 or 87%, a decrease in interest
expense of $114,503 or 26%, and a decrease in administrative expense
reimbursements of $65,581 or 52%. These decreases were partially offset by an
increase in general and administrative expenses of $19,792 or 21% from 1998 to
1999 and an increase in depreciation expense of $11,184 or 3%. The decrease in
management fees, amortization of initial direct costs and administrative expense
reimbursements resulted from a decrease in the average size of the finance lease
portfolio from 1998 to 1999. Interest expense decreased due to a decrease in the
average debt outstanding from 1998 to 1999. The increase in general and
administrative expense was due to increased legal expenses and printing and
postage costs.
Net income for the six months ended June 30, 1999 and 1998 was $461,545
and $210,172, respectively. The net income per weighted average limited
partnership unit was $1.15 and $.52 for 1999 and 1998, 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 six months ended June
30, 1999 and 1998 were net cash provided by operations of $330,108 and
$1,294,761, respectively, and proceeds from sales of equipment of $1,386,187 and
$950,290, respectively. These funds were used to fund cash distributions and to
make payments on borrowings.
Cash distributions to the limited partners for the six months ended June
30, 1999 and 1998, which were paid monthly, totaled $1,463,393 and $2,078,741,
respectively, of which $456,930 and $208,070 was investment income and
$1,006,463 and $1,870,671 was a return of capital, respectively. The monthly
annualized cash distribution rate for the six months ended June 30, 1999 and
1998 was 7.33% and 10.42%, respectively, of which 2.29% and 1.04% was investment
income and 5.04% and 9.38% 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 for the six months
ended June 30, 1999 and 1998 was $3.67 and $5.21, respectively, of which $1.15
and $.52 was investment income and $2.52 and $4.69 was a return of capital,
respectively.
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 has, and will continue to
distribute substantially all distributable cash from operations and equipment
sales to the partners and continue the orderly termination of its operations and
affairs. The Partnership has not, and will not invest in any additional finance
or lease transactions during the disposition period. During the disposition
period the Partnership expects to recover, at a minimum, the carrying value of
its assets.
As a result of the Partnership's entering into the disposition period,
future monthly distributions could, and are expected to, fluctuate depending on
the amount of asset sale and re-lease proceeds received during that period.
In March 1997 the Partnership, L.P. Six and L.P. Seven, contributed and
assigned equipment lease and finance receivables and residuals to 1997-A, a
special purpose entity created for the purpose of originating leases, managing
existing contributed assets and securitizing its portfolio. In September 1997,
Series E, L.P. Six and L.P. Seven 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. In September 1997, 1997-A securitized substantially all of its
equipment leases and finance receivables and residuals. 1997-A became the
beneficial owner of a trust. The Partnership's original investment was recorded
at cost and is adjusted by its share of earnings, losses and distributions
thereafter.
In June 1997 the Partnership acquired two DeHaviland DHC-8-102 aircraft
currently on lease to U.S. Airways, Inc. The purchase price totaled $6,819,250
and was funded with $3,619,250 of cash and $3,200,000 in non-recourse debt. In
October 1998 the Partnership borrowed an additional $750,000 from the same
lender, bringing the total non-recourse debt relating to these aircraft to
$3,950,000. The note bears interest at 10.34%. Prior to the scheduled expiry of
the lease term in February 1999, the Partnership extended both the lease and the
maturity of the related debt. As amended, the non-recourse debt for both
aircraft now matures in November 1999. In August 1999 the
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Partnership expects to execute a new 44-month lease for one of the aircraft with
Wideroe Flyveselskap ASA, a Norwegian carrier. Wideroe and the Partnership will
share in the cost to upgrade this aircraft to a model DHC-8-103. The Partnership
has a commitment in place with a third party to refinance the existing debt
related to this aircraft upon consummation of the new lease, the proceeds of
which will also cover the costs to upgrade the plane. The Partnership is
simultaneously engaged in negotiations with U.S. Airways for a multi year lease
extension for the second aircraft. Until the long term disposition of this
aircraft is determined it is expected to remain on a month-to-month lease
extension with U.S. Airways, whereby either lessee or lessor can terminate the
lease with 90 days prior notice.
As of June 30, 1999, 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 distribute substantially all available cash,
after retaining sufficient cash to meet its reserve requirements and recurring
obligations.
Year 2000 Issue
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, programs 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 party 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)
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, 1999.
<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 12, 1999 /s/Patricia A. Walsh
- --------------- -------------------------------------------
Date Patricia A. Walsh
Vice President and Controller
(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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 211,149
<SECURITIES> 0
<RECEIVABLES> 4,887,669
<ALLOWANCES> 391,816
<INVENTORY> 0
<CURRENT-ASSETS> * 0
<PP&E> 6,819,250
<DEPRECIATION> 1,373,567
<TOTAL-ASSETS> 13,540,514
<CURRENT-LIABILITIES> ** 0
<BONDS> 6,423,145
0
0
<COMMON> 0
<OTHER-SE> 4,644,766
<TOTAL-LIABILITY-AND-EQUITY> 13,540,514
<SALES> 1,422,158
<TOTAL-REVENUES> 1,431,704
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 642,719
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 327,440
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 461,545
<EPS-BASIC> 1.15
<EPS-DILUTED> 1.15
<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>
