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 September 30, 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>
September 30, December 31,
2000 1999
Assets
<S> <C> <C>
Cash ........................................... $ 1,974,032 $ 287,481
------------ ------------
Investment in finance leases
Minimum rents receivable .................... 525,674 1,243,687
Estimated unguaranteed residual values ...... 1,072,585 1,422,788
Initial direct costs ........................ 5,841 15,236
Unearned income ............................. (117,590) (225,317)
Allowance for doubtful accounts ............. (253,928) (224,544)
------------ ------------
1,232,582 2,231,850
Investment in operating lease equipment, at cost 3,384,869 8,188,964
Accumulated depreciation ....................... (1,171,151) (1,702,723)
------------ ------------
2,213,718 6,486,241
Investment in financings
Receivables due in installments ............. 2,518,163 2,628,283
Initial direct costs ........................ 363 395
Unearned income ............................. (710,818) (841,135)
Allowance for doubtful accounts ............ (92,097) (92,097)
------------ ------------
1,715,611 1,695,446
Investment in joint venture .................... 575,689 716,591
------------ ------------
Other assets ................................... 134,982 203,723
------------ ------------
Total assets ................................... $ 7,846,614 $ 11,621,332
============ ============
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Balance Sheets (Continued)
(unaudited)
<TABLE>
September 30, December 31,
2000 1999
Liabilities and Partners' Equity
<S> <C> <C>
Note payable - recourse .............................. $ 124,330 $ 278,170
Notes payable - non-recourse ......................... 3,612,285 5,175,985
Security deposits, deferred credits and other payables 1,723,448 2,168,177
------------ ------------
5,460,063 7,622,332
Commitments and Contingencies
Partners' equity (deficiency)
General Partner ................................... (320,731) (304,607)
Limited partners (399,118 units outstanding,
$100 per unit original issue price) ............. 2,707,282 4,303,607
------------ ------------
Total partners' equity ............................... 2,386,551 3,999,000
------------ ------------
Total liabilities and partners' equity ............... $ 7,846,614 $ 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 Nine Months
Ended September 30, Ended September 30,
2000 1999 2000 1999
---- ---- ---- ----
Revenue
<S> <C> <C> <C> <C>
Rental income ....................... $ 292,528 $ 322,000 $ 935,236 $ 964,613
Finance income ...................... 192,122 102,708 355,267 479,672
Gain on sales
of equipment ...................... 542,472 622 606,784 344,069
(Loss) income from investment
in joint venture .................. (93,899) 40,994 (60,607) 100,128
Interest income and other ........... 13,601 24,240 27,292 33,786
----------- ----------- ----------- -----------
Total revenues ...................... 946,824 490,564 1,863,972 1,922,268
----------- ----------- ----------- -----------
Expenses
Interest ............................ 133,856 152,719 440,040 480,159
General and administrative .......... 49,320 53,382 202,579 167,155
Management fees - General Partner ... -- 45,395 47,532 144,646
Administrative expense reimbursement-
General Partner ..................... -- 26,867 12,292 86,576
Amortization of initial direct costs 2,362 6,418 9,427 23,374
Depreciation ........................ 135,577 166,752 446,363 519,782
----------- ----------- ----------- -----------
Total expenses ...................... 321,115 451,533 1,158,233 1,421,692
----------- ----------- ----------- -----------
Net income ............................. $ 625,709 $ 39,031 $ 705,739 $ 500,576
=========== =========== =========== ===========
Net income allocable to:
Limited partners .................... $ 619,451 38,641 $ 698,682 $ 495,570
General Partner ..................... 6,258 390 7,057 5,006
----------- ----------- ----------- -----------
$ 625,709 $ 39,031 $ 705,739 $ 500,576
=========== =========== =========== ===========
Weighted average number of limited
partnership units outstanding ....... 399,118 399,118 399,118 399,118
=========== =========== =========== ===========
Net income per weighted average
limited partnership unit $ 1.55 $ .10 $ 1.75 $ 1.24
========== =========== ========== ===========
</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 Nine Months Ended September 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 $4.00 $1.75 (2,295,007) (23,181) (2,318,188)
Net income 698,682 7,057 705,739
----------- --------- -----------
Balance at
September 30, 2000 $ 2,707,282 $(320,731) $ 2,386,551
=========== ========= ===========
</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 Nine Months Ended September 30,
(unaudited)
<TABLE>
2000 1999
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income ..................................................... $ 705,739 $ 500,576
----------- -----------
Adjustments to reconcile net income to net
cash provided by operating activities:
Interest expense on non-recourse financing paid directly
to lenders by lessees ....................................... 424,777 401,343
Depreciation .................................................. 446,363 519,782
Finance income portion of receivables paid directly to
lenders by lessees .......................................... (76,510) (133,747)
Rental income paid directly to lenders by lessees ............. (494,236) (308,073)
Loss (income) from investment in unconsolidated joint venture . 60,607 (100,128)
Amortization of initial direct costs .......................... 9,427 23,374
Gain on sales of equipment .................................... (606,784) (344,069)
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables ............ 666,515 429,648
Accounts receivable from General Partner and affiliates ....... -- 20,122
Accounts payable from General Partner and affiliates, net ..... -- 20,779
Accounts payable - equipment .................................. -- 986,088
Security deposits, deferred credits and other payables ........ (444,729) (835,016)
Distributions from investments in unconsolidated joint ventures 80,295 288,782
Investment in unconsolidated joint investments ................ -- (29,781)
Other assets .................................................. 68,741
Other ......................................................... 182,967 (250,596)
----------- -----------
Total adjustments .......................................... 317,433 688,508
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Net cash provided by operating activities .................... 1,023,172 1,189,084
----------- -----------
Cash flows from investing activities:
Equipment refurbishment ........................................ -- (1,265,157)
Proceeds from sales of equipment ............................... 4,699,107 3,814,550
----------- -----------
Net cash provided by investing activities .................... 4,699,107 2,549,393
----------- -----------
</TABLE>
<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>
2000 1999
---- ----
Cash flows from financing activities:
<S> <C> <C>
Cash distributions to partners ................ (2,318,188) (2,082,880)
Proceeds from non-recourse debt ............... 2,967,966 1,998,154
Principal payments on note payable-recourse ... (153,840) (510,335)
Principal payments on note payable non-recourse
securitized debt - NECC ..................... (58,146) (350,159)
Principal payments on non-recourse debt ....... (4,473,520) (1,975,000)
----------- -----------
Net cash used in financing activities ....... (4,035,728) (2,920,220)
----------- -----------
Net increase in cash ............................. 1,686,551 818,257
Cash at beginning of period ...................... 287,481 645,739
----------- -----------
Cash at end of period ............................ $ 1,974,032 $ 1,463,996
=========== ===========
</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
September 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 nine months ended September 30, 2000 and 1999 are as follows:
2000 1999
---- ----
Management fees $ 47,532 $144,646 Charged to operations
Administrative expense
reimbursements 12,292 86,576 Charged to operations
-------- --------
Total $ 59,824 $231,222
======== ========
The General Partner waived all future management fees and administrative
expense reimbursements payable by the Partnership commencing July 1, 2000.
<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 September 30, 2000 is summarized below:
September 30, 2000
Assets $ 10,906,111
==============
Liabilities $ 8,391,993
==============
Equity $ 2,514,118
==============
Partnership's share of equity $ 575,689
==============
Nine Months Ended
September 30, 2000
Net (loss) $ (340,318)
==============
Partnership's share of net (loss) $ (60,607)
==============
Distributions $ 450,866
==============
Partnership's share of distributions $ 80,295
==============
1997-A recorded a provision for bad debt of $500,000 during the three
month period ended September 30, 2000.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
September 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 21%, 38%, 30% and 11% of total investments at September
30, 2000, respectively, and 24%, 54%, 15% and 7% of total investments at
September 30, 1999, respectively.
Results of Operations for the Three Months Ended September 30, 2000 and 1999
Revenues for the three months ended September 30, 2000 were $946,824,
representing an increase of $456,260 from 1999. The increase in revenues
resulted from an increase in gain on sales of equipment of $541,850 and an
increase in finance income of $89,414. The increase was partially offset by a
loss from investments in joint venture of $93,899 in 2000 versus income in 1999
of $40,994 and a decrease in rental income of $29,472. Gain on sales of
equipment increased due to the sale of a DHC-8 aircraft in the 2000 period.
Finance income increased due to a higher level of renewal rents received in the
2000 period. The loss from investment in joint venture in 2000 resulted
primarily from a provision for bad debt of $500,000 being recorded in the third
quarter of 2000 by the underlying joint venture, ICON Receivables 1997-A L.L.C.
("1997-A"). There was no provision for bad debt recorded in the 1999 third
quarter. Rental income decreased due to the sale of the DHC-8 aircraft during
the third quarter of 2000.
Expenses for the three months ended September 30, 2000 were $321,115,
representing a decrease of $130,418 from 1999. The decrease in expenses resulted
primarily from decreases in management fees of $45,395, administrative expense
reimbursement - General Partner of $26,867, depreciation of $31,175, and
interest expense of $18,863. The decreases in management fee expense and
administrative expense reimbursements resulted from the General Partner waiving
its right to receive future management fees and expense reimbursements
commencing July 1, 2000. Depreciation expense decreased due to sale of the DHC-8
aircraft in the third quarter of 2000. Interest expense decreased as a result of
a lower three month average outstanding debt balance in 2000 as compared to
1999.
Net income for the three months ended September 30, 2000 and 1999 was
$625,709 and $39,031, respectively. The net income per weighted average limited
partnership unit was $1.55 and $.10 for 2000 and 1999, respectively.
Results of Operations for the Nine Months Ended September 30, 2000 and 1999
Revenues for the nine months ended September 30, 2000 were $1,863,972,
representing a decrease of $58,296 from 1999. The decrease in revenues resulted
primarily from a decrease in income from investments in joint ventures of
$160,735 and a decrease in finance income of $124,405. The decrease was
partially offset by an increase in gain on sales of equipment of $262,715, which
increased due to the sale of a DHC-8 aircraft in the third quarter of 2000.
Income from investment in joint venture decreased primarily due to the $500,000
provision for bad debt being recorded by 1997-A in the third quarter of 2000
with no provision for bad debt being recorded in 1999. Finance income decreased
due to a decrease in the average size of the finance lease portfolio in 2000
compared to 1999.
<PAGE>
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Expenses for the nine months ended September 30, 2000 were $1,158,233
representing a decrease of $263,459 from 1999. The decrease in expenses resulted
primarily from decreases in management fees of $97,114, depreciation of $73,419,
administrative expense reimbursement - General Partner of $74,284, and interest
of $40,119. These decreases were partially offset by an increase in general and
administrative expenses of $35,424. The decreases in management fee expense and
administrative expense reimbursements resulted from the General Partner waiving
its right to receive future management fees and expense reimbursements
commencing July 1, 2000 and a decrease in the average size of the finance lease
portfolio from 1999 to 2000. Depreciation expense decreased due to the sale of
the DHC-8 aircraft in the third quarter of 2000. Interest expense decreased as a
result of a lower nine month average outstanding debt balance in 2000 as
compared to 1999. General and administrative expenses increased as a result of
higher professional fees in the first half of 2000 as compared to the first half
of 1999.
Net income for the nine months ended September 30, 2000 and 1999 was
$705,739 and $500,576, respectively. The net income per weighted average limited
partnership unit was $1.75 and $1.24 for 2000 and 1999, respectively.
Liquidity and Capital Resources
The Partnership's primary sources for funds for the nine months ended
September 30, 2000 and 1999 were net cash provided by sales of equipment of
$4,699,107 and $3,814,550 and cash provided by operations of $1,023,172 and
$1,189,084, respectively. These funds were used to fund cash distributions and
to make payments on borrowings. Cash distributions to the limited partners for
the nine months ended September 30, 2000 and 1999 totaled $2,295,007 and
$2,062,072, respectively. The Partnership made a cash distribution on October 1,
2000 of $1,814,175 representing proceeds from the sale of the DHC-8 aircraft and
cash generated from operations.
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 September 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 September 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.
November 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)
