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, 2000
-----------------------------------------------------------
[ ] 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)
111 Church Street, White Plains, New York 10601-1505
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(914) 993-1700
--------------------------------------------------------------------------------
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,
2000 1999
Assets
<S> <C> <C>
Cash $ 65,965 $ 287,481
--------------- --------------
Investment in finance leases
Minimum rents receivable 749,806 1,243,687
Estimated unguaranteed residual values 1,248,076 1,422,788
Initial direct costs 8,203 15,236
Unearned income (147,127) (225,317)
Allowance for doubtful accounts (248,928) (224,544)
--------------- --------------
1,610,030 2,231,850
Investment in operating lease equipment, at cost 8,188,964 8,188,964
Accumulated depreciation (2,013,509) (1,702,723)
--------------- --------------
6,175,455 6,486,241
Investment in financings
Receivables due in installments 2,542,282 2,628,283
Initial direct costs 363 395
Unearned income (754,402) (841,135)
Allowance for doubtful accounts (92,097) (92,097)
--------------- --------------
1,696,146 1,695,446
Investment in joint venture 669,588 716,591
--------------- --------------
Other assets 348,230 203,723
--------------- --------------
Total assets $ 10,565,414 $ 11,621,332
=============== ==============
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Balance Sheets (Continued)
(unaudited)
<TABLE>
June 30, December 31,
2000 1999
Liabilities and Partners' Equity
<S> <C> <C>
Note payable - recourse $ 174,747 $ 278,170
Notes payable - non-recourse 6,430,415 5,175,985
Security deposits, deferred credits and other payables 2,199,410 2,168,177
--------------- --------------
8,804,572 7,622,332
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (326,988) (304,607)
Limited partners (399,118 units outstanding,
$100 per unit original issue price) 2,087,830 4,303,607
--------------- --------------
Total partners' equity 1,760,842 3,999,000
--------------- --------------
Total liabilities and partners' equity $ 10,565,414 $ 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
(unaudited)
<TABLE>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
---- ---- ---- ----
Revenue
<S> <C> <C> <C> <C>
Rental income $ 306,708 $ 294,000 $ 642,708 $ 642,613
Finance income 77,776 187,705 163,145 376,964
Gain on sales
of equipment 60,636 65,118 64,312 343,447
Income from investment in joint venture 17,775 2,948 33,292 59,134
Interest income and other 3,100 4,862 13,691 9,546
--------------- -------------- -------------- --------------
Total revenues 465,995 554,633 917,148 1,431,704
--------------- -------------- -------------- --------------
Expenses
Interest 168,801 150,492 306,184 327,440
General and administrative 87,656 69,751 153,259 113,773
Management fees - General Partner 22,090 39,891 47,532 99,251
Administrative expense reimbursement-
General Partner 5,466 25,118 12,292 59,709
Amortization of initial direct costs 3,082 7,908 7,065 16,956
Depreciation 155,393 191,892 310,786 353,030
--------------- -------------- -------------- --------------
Total expenses 442,488 485,052 837,118 970,159
--------------- -------------- -------------- --------------
Net income $ 23,507 $ 69,581 $ 80,030 $ 461,545
=============== ============== ============== ==============
Net income allocable to:
Limited partners $ 23,272 68,885 $ 79,230 $ 456,930
General Partner 235 696 800 4,615
--------------- -------------- -------------- --------------
$ 23,507 $ 69,581 $ 80,030 $ 461,545
=============== ============== ============== ==============
Weighted average number of limited
partnership units outstanding 399,118 399,118 399,118 399,118
=============== ============== ============== ==============
Net income per weighted average
limited partnership unit $ 0.06 $ 0.17 $ 0.20 $ 1.14
============== ============== ============= ==============
</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, 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 $ 5.55 $ .20 (2,295,007) (23,181) (2,318,188)
Net income 79,230 800 80,030
-------------- ------------- --------------
Balance at June 30, 2000 $ 2,087,830 $ (326,988) $ 1,760,842
============== ============== ==============
</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>
2000 1999
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income $ 80,030 $ 461,545
------------- -------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Interest expense on non-recourse financing paid directly
to lenders by lessees 294,504 285,591
Depreciation 310,786 353,030
Finance income portion of receivables paid directly to
lenders by lessees (55,518) (94,328)
Rental income paid directly to lenders by lessees (348,708) (204,215)
Income from investment in unconsolidated joint venture (33,292) (59,134)
Amortization of initial direct costs 7,065 16,956
Gain on sales of equipment (64,312) (343,447)
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 55,440 511,868
Security deposits, deferred credits and other payables 31,233 (729,802)
Distributions from investments in unconsolidated joint ventures 80,295 212,412
Investment in unconsolidated joint investments - (11,279)
Other assets (144,510) -
Other 568,205 (69,089)
------------- --------------
Total adjustments 701,188 (131,437)
------------- -------------
Net cash provided by operating activities 781,218 330,108
------------- -------------
Cash flows from investing activities:
Proceeds from sales of equipment 164,447 1,386,187
------------- -------------
Net cash provided by investing activities 164,447 1,386,187
------------- -------------
Cash flows from financing activities:
Cash distributions to partners (2,318,188) (1,478,163)
Proceeds from non-recourse debt 2,967,966 -
Principal payments on note payable-recourse (103,423) (429,914)
Principal payments on non-recourse debt (1,713,536) (242,808)
------------- -------------
Net cash used in financing activities (1,167,181) (2,150,885)
------------- -------------
Net decrease in cash (221,516) (434,590)
Cash at beginning of period 287,481 645,739
------------- -------------
Cash at end of period $ 65,965 $ 211,149
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 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 six months ended June 30, 2000 and 1999 are as follows:
2000 1999
---- ----
Management fees $ 47,532 $ 99,251 Charged to operations
Administrative expense
reimbursements 12,292 59,709 Charged to operations
-------------- -------------
Total $ 59,824 $ 158,960
============== =============
<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 June 30, 2000 is summarized below:
June 30, 2000
Assets $ 13,201,639
==============
Liabilities $ 10,160,355
==============
Equity $ 3,041,284
==============
Partnership's share of equity $ 669,588
==============
Six Months Ended
June 30, 2000
Net income $ 186,847
==============
Partnership's share of net income $ 33,292
==============
Distributions $ 450,866
==============
Partnership's share of distributions $ 80,295
==============
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
June 30, 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 16%, 60%, 17% and 7% of total investments at June 30,
2000, respectively, and 40%, 40%, 14% and 6% of total investments at June 30,
1999, respectively.
Results of Operations for the Three Months Ended June 30, 2000 and 1999
Revenues for the three months ended June 30, 2000 were $465,995,
representing a decrease of $88,638 from 1999. The decrease in revenues resulted
primarily from a decrease in finance income of $109,929 and a decrease in net
gain on sales of equipment of $4,482. Finance income decreased due to a decrease
in the average size of the finance lease portfolio from 1999 to 2000. The
decrease in net gain on sales of equipment was due to a decrease in the number
of leases maturing for which the proceeds received were in excess of the
remaining carrying value of the equipment.
Expenses for the three months ended June 30, 2000 were $442,488,
representing a decrease of $42,564 from 1999. The decrease in expenses resulted
primarily from decreases in administrative fees of $19,652, management fees of
$17,801, and amortization of initial direct costs of $4,826. The decrease in
administrative fees, management fees and amortization of initial direct costs
resulted from a decrease in the average size of the finance lease portfolio from
1999 to 2000. These decreases were partially offset by an increase in general
and administrative costs of $17,905 resulting from higher professional fees in
2000 and an increase in interest expense which resulted from higher average debt
levels in the second quarter 2000.
Net income for the three months ended June 30, 2000 and 1999 was $23,507
and $69,581 respectively. The net income per weighted average limited
partnership unit was $.06 and $.17 for the three months ended June 30, 2000 and
1999, respectively.
Results of Operations for the Six Months Ended June 30, 2000 and 1999
Revenues for the six months ended June 30, 2000 were $917,148 representing
a decrease of $514,556 from 1999. The decrease in revenues resulted primarily
from a decrease in gain on sales of equipment of $279,135, a decrease in finance
income of $213,819 and a decrease in income from investment in unconsolidated
joint venture of $25,842. The decrease in gain on sales of equipment was due to
a decrease in the numbers of leases maturing 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 six months ended June 30, 2000 were $837,118 representing
a decrease of $133,041. The decrease in expenses resulted primarily from
decreases in interest expense of $21,256, management fees of $51,719,
administrative fees of $47,417 and amortization of initial direct costs of
$9,891. These decreases were partially offset by an increase in general and
administrative costs of $39,486 resulting from higher professional fees in 2000.
Interest expense decreased due to a decrease in the six month 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.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Net income for the six months ended June 30, 2000 and 1999 was $80,030 and
$461,545, respectively. The net income per weighted average limited partnership
unit was $.20 and $1.14 for 2000 and 1999, respectively.
Liquidity and Capital Resources
The Partnership's primary sources for funds for the six months ended June 30,
2000 and 1999 were debt refinancing proceeds of $1,151,007 in 2000, net cash
provided by operations of $781,218 and $330,108, respectively, and proceeds from
sales of equipment of $164,447 and $1,386,187, respectively. These funds were
used to fund cash distribution and to make payments on borrowings. Cash
distributions to the limited partners for the six months ended June 2000 and
1999, which were paid monthly, totaled $2,295,007 and $1,463,393, respectively.
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 June 30, 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 June 30, 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.
August 10, 2000 /s/ Thomas W. Martin
Date Thomas W. Martin
Executive Vice President
(Principal financial and accounting
officer of
the General Partner of the Registrant)
