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, 2000
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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)
111 Church Street, White Plains, New York 10601-1505
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(Address of principal executive offices) (Zip code)
(914) 993-1700
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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>
March 31, December 31,
2000 1999
Assets
<S> <C> <C>
Cash ........................................... $ 184,843 $ 287,481
------------ ------------
Investment in finance leases
Minimum rents receivable .................... 1,000,152 1,243,687
Estimated unguaranteed residual values ...... 1,415,024 1,422,788
Initial direct costs ........................ 11,282 15,236
Unearned income ............................. (183,296) (225,317)
Allowance for doubtful accounts ............. (227,811) (224,544)
------------ ------------
2,015,351 2,231,850
Investment in operating lease equipment, at cost 8,188,964 8,188,964
Accumulated depreciation ....................... (1,858,116) (1,702,723)
------------ ------------
6,330,848 6,486,241
Investment in financings
Receivables due in installments ............. 2,583,920 2,628,283
Initial direct costs ........................ 378 395
Unearned income ............................. (797,777) (841,135)
Allowance for doubtful accounts ............ (92,097) (92,097)
------------ ------------
1,694,424 1,695,446
Investment in joint venture .................... 711,628 716,591
------------ ------------
Other assets ................................... 521,940 203,723
------------ ------------
Total assets ................................... $ 11,459,034 $ 11,621,332
============ ============
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Balance Sheets (Continued)
(unaudited)
<TABLE>
March 31, December 31,
2000 1999
Liabilities and Partners' Equity
<S> <C> <C>
Note payable - recourse .............................. $ 224,006 $ 278,170
Notes payable - non-recourse ......................... 6,814,445 5,175,985
Security deposits, deferred credits and other payables 2,279,936 2,168,177
------------ ------------
9,318,387 7,622,332
Commitments and Contingencies
Partners' equity (deficiency)
General Partner ................................... (323,192) (304,607)
Limited partners (399,118 units outstanding,
$100 per unit original issue price) ............. 2,463,839 4,303,607
------------ ------------
Total partners' equity ............................... 2,140,647 3,999,000
------------ ------------
Total liabilities and partners' equity ............... $ 11,459,034 $ 11,621,332
============ ============
</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
For the Three Months Ended March 31,
(unaudited)
<TABLE>
2000 1999
---- ----
Revenues
<S> <C> <C>
Rental income ........................................ $336,000 $348,613
Gain on sales of equipment ........................... 3,676 278,329
Finance income ....................................... 85,369 189,259
Income from investment in unconsolidated joint venture 15,517 56,186
Interest income and other ............................ 10,591 4,684
-------- --------
Total revenues ....................................... 451,153 877,071
-------- --------
Expenses
Interest ............................................. 137,383 176,948
Depreciation ......................................... 155,393 161,138
Management fees - General Partner .................... 25,442 59,360
General and administrative ........................... 65,603 44,022
Administrative expense reimbursements
- General Partner .................................. 6,826 34,591
Amortization of initial direct costs ................. 3,983 9,048
-------- --------
Total expenses ....................................... 394,630 485,107
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Net income .............................................. $ 56,523 $391,964
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Net income allocable to:
Limited partners ..................................... $ 55,958 $388,044
General Partner ...................................... 565 3,920
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$ 56,523 $391,964
======== ========
Weighted average number of limited
partnership units outstanding ........................ 399,118 399,118
======== ========
Net income per weighted average
limited partnership unit ............................. $ .14 $ .97
======== ========
</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 Three Months Ended March 31, 2000 and
the Year Ended December 31, 1999
(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, 1998 $ 5,949,388 $(288,004) $ 5,661,384
Cash distributions
to partners $4.13 $2.04 (2,461,219) (24,840) (2,486,059)
Net income 815,438 8,237 823,675
----------- --------- -----------
Balance at
December 31, 1999 4,303,607 (304,607) 3,999,000
Cash distributions
to partners $4.61 $ .14 (1,895,726) (19,150) (1,914,876)
Net income 55,958 565 56,523
----------- --------- -----------
Balance at March 31, 2000 $ 2,463,839 $(323,192) $ 2,140,647
=========== ========= ===========
</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>
2000 1999
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income ...................................................... $ 56,523 $ 391,964
----------- -----------
Adjustments to reconcile net income to net
cash provided by operating activities:
Interest expense on non-recourse financing paid directly
to lenders by lessees ........................................ 131,547 152,673
Depreciation ................................................... 155,393 161,138
Finance income portion of receivables paid directly to
lenders by lessees ........................................... (30,278) (50,194)
Rental income paid directly to lenders by lessees .............. (189,000) (102,108)
Income from investment in unconsolidated joint venture ......... (15,517) (56,186)
Amortization of initial direct costs ........................... 3,983 9,048
Gain on sales of equipment ..................................... (3,676) (278,329)
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables ............ 49,072 413,740
Security deposits, deferred credits and other payables ........ 111,759 (1,006,956)
Distributions from investments in unconsolidated joint ventures 20,480 90,626
Other assets .................................................. (318,217) --
Other ......................................................... 153,028 433,095
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Total adjustments ........................................... 68,574 (233,453)
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Net cash provided by operating activities ................... 125,097 158,511
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Cash flows from investing activities:
Proceeds from sales of equipment ................................ 102,845 997,572
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Net cash provided by investing activities ................... 102,845 997,572
----------- -----------
Cash flows from financing activities:
Cash distributions to partners .................................. (1,914,876) (873,488)
Proceeds from non-recourse debt ................................. 2,000,000 --
Principal payments on note payable-recourse ..................... (54,164) (351,324)
Principal payments on non-recourse debt ......................... (361,540) (122,593)
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Net cash used in financing activities ....................... (330,580) (1,347,405)
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Net decrease in cash ............................................... (102,638) (191,322)
Cash at beginning of period ........................................ 287,481 645,739
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Cash at end of period .............................................. $ 184,843 $ 454,417
=========== ===========
</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, 1999 and 1998, non-cash activities
included the following:
2000 1999
---- ----
Principal and interest on direct finance
receivables paid directly to lenders by lessees $ 971,296 $ 298,578
Rental income assigned operating lease receivable 421,564 102,108
Principal and interest on non-recourse financing
paid directly by lessees ...................... (1,392,860) (400,686)
----------- -----------
$ -- $ --
=========== ===========
Interest expense of $137,383 and $176,948 for the three months ended
March 31, 2000 and 1999 consisted of: interest expense on non-recourse financing
paid or accrued directly to lenders by lessees of $131,547 and $152,673,
respectively, and interest expense on recourse notes payable of $5,836 and
$24,275, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
March 31, 2000
(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 1999
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. 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. Related Party Transactions
Fees paid or accrued by the Partnership to the General Partner or its
affiliates for the three months ended March 31, 2000 and 1999 are as follows:
2000 1999
---- ----
Management fees $25,442 $59,360 Charged to operations
Administrative expense
reimbursements 6,826 34,591 Charged to operations
------- -------
Total $32,268 $93,951
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<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 4 for additional
information relating to the joint venture.)
4. 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 quarter ended March 31, 2000 is summarized below:
March 31, 2000
Assets $ 15,925,164
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Liabilities $ 12,532,729
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Equity $ 3,392,435
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Partnership's share of equity $ 711,628
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Three Months Ended
March 31, 2000
Net income $ 87,132
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Partnership's share of net income $ 15,517
==============
Distributions $ 115,000
==============
Partnership's share of distributions $ 20,480
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<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
March 31, 2000
Item 2. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
The Partnership's portfolio consisted of a net investment in finance
leases, operating lease, financings and investment in unconsolidated joint
venture, representing 20%, 16%, 58% and 6% of total investments at March 31,
2000, respectively, and 42%, 38%, 14% and 6% of total investments at March 31,
1999, respectively.
Results of Operations for the Three Months Ended March 31, 2000 and 1999
Revenues for the three months ended March 31, 2000 were $451,153,
representing a decrease of $425,918 from 1999. The decrease in revenues resulted
primarily from a decrease in gain on sales of equipment of $274,653, a decrease
in finance income of $103,890 and a decrease in income from investment in
unconsolidated joint venture of $40,669. The decrease in gain on sales of
equipment was due to a larger number of leases maturing in 1999, for which the
proceeds received were in excess of the remaining carrying value of the
equipment. Finance income decreased due to a decrease in the average size of the
finance lease portfolio from 1999 to 2000. The decrease in income from
investment in unconsolidated joint venture was the result of a decrease in the
average size of the finance lease portfolio of its underlying joint venture,
ICON Receivables 1997-A.
Expenses for the three months ended March 31, 2000 were $394,630
representing a decrease of $90,477. The decrease in expenses resulted primarily
from a decrease in interest expense of $39,565, a decrease in management fees of
$33,918, a decrease in administrative fees of $27,765 and a decrease in
amortization of initial direct costs of $5,065. There decreases were partially
offset by an increase in general and administrative costs of $21,581 resulting
from higher professional fees in 2000. Interest expense decreased due to a
decrease in the average debt outstanding from 1999 to 2000. The decrease in
management fees, administrative fees and amortization of initial direct costs
resulted from a decrease in the average size of the finance lease portfolio from
1999 to 2000.
Net income for the three months ended March 31, 2000 and 1999 was $56,523
and $391,964, respectively. The net income per weighted average limited
partnership unit was $.14 and $.97 for 2000 and 1999, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the three months ended March
31, 2000 and 1999 were net cash provided by operations of $125,097 and $158,511,
respectively, and proceeds from sales of equipment of $102,845 and $997,572,
respectively. These funds were used to fund cash distributions and to make
payments on borrowings. Cash distributions to the limited partners for the three
months ended March 31, 2000 and 1999, which were paid monthly, totaled
$1,895,726 and $864,753, respectively, of which $55,958 and $388,044 was
investment income and $1,839,768 and $476,709 was a return of capital,
respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
The Partnership's reinvestment period ended June 5, 1997. The disposition
period began on June 6, 1997. 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.
As of March 31, 2000, 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.
<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, 2000.
<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 12, 2000 /s/ Thomas W. Martin
- ------------ ------------------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal financial and accounting officer of
the General Partner of the Registrant)
