UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended March 31, 1996
----------------------------------------------------
[ ] 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 33-36376
ICON Cash Flow Partners L.P. Six
(Exact name of registrant as specified in its charter)
Delaware 13-3723089
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
600 Mamaroneck Avenue, Harrison, New York 10528-1632
(Address of principal executive offices) (Zip code)
(914) 698-0600
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>
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
PART I - FINANCIAL INFORMATION
The following consolidated financial statements of ICON Cash Flow Partners
L.P. Six (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 1995
Annual Report on Form 10-K.
<PAGE>
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
March 31, 1996
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
The Partnership's portfolio consisted of a net investment in finance
leases, operating leases, financings and equity investment in joint venture of
73%, 19%, 8% and less than 1% of total investments at March 31, 1996,
respectively, and 68%, 30%, 2% and less than 1% of total investments at March
31, 1995, respectively.
For the three months ended March 31, 1996 and 1995, the Partnership leased
or financed equipment with initial costs of $12,402,972 and $60,500,739,
respectively, to 21 and 984 lessees or equipment users, respectively. The
weighted average initial transaction term for each year was 38 and 49 months,
respectively.
Results of Operations for the Three Months Ended March 31, 1996 and 1995
Revenues for the three months ended March 31, 1996 were $2,533,117,
representing an increase of $1,905,651 from 1995. The increase in revenues was
attributable to an increase in finance income of $1,203,598, an increase in
rental income of $603,151, an increase in net gain on sales or remarketing of
equipment of $57,370, an increase in interest income and other of $41,297, and
an increase in income from equity investment in joint venture of $235. The
increase in finance and rental income resulted from the increase in the average
size of the finance and operating lease portfolios from 1995 to 1996. The net
gain on sales or remarketing of equipment increased due to an increase in the
number of leases maturing, and the underlying equipment being sold or
remarketed, for which the proceeds received were in excess of the remaining
carrying value of the equipment. Interest income and other increased due to an
increase in the average cash balance from 1995 to 1996.
Expenses for the three months ended March 31, 1996 were $2,776,871,
representing an increase of $2,202,348 from 1995. The increase in expenses was
primarily attributable to an increase in interest expense of $939,161, an
increase in management fees of $393,469, an increase in amortization of initial
direct costs of $257,239, an increase in depreciation expense of $212,162, an
increase in administrative expense reimbursements of $155,783, an increase in
the provision for bad debts of $150,000 and an increase in general and
administrative expense of $122,118. These decreases were partially offset by a
decrease in minority interest in joint venture of $27,674 or 60%. Interest
expense increased due to an increase in the average debt outstanding from 1995
to 1996. Amortization of initial direct costs, administrative expense,
management fees, reimbursements and general and administrative expense increased
due to an increase in the average size of the portfolio. The increase in
depreciation expense resulted from the Partnership's increased investment in
operating leases. A provision for bad debts of $150,000 was required for the
three months ended March 31, 1996 as a result of an analysis of delinquency, an
assessment of credit risk and a review of historical loss experience.
<PAGE>
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
March 31, 1996
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
Net income (loss) for the three months ended March 31, 1996 and 1995 was
($243,754) and $52,943, respectively. The net income (loss) per weighted average
limited partnership unit outstanding was ($.63) and $.34 for 1996 and 1995,
respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the three months ended
March 31, 1996 and 1995 were net cash provided by operations of $1,690,687 and
$5,752,124, respectively, proceeds from sales of equipment of $270,677 and
$71,329, respectively, capital contributions, net of offering expenses, of
$6,141,456 in 1995, proceeds from recourse debt of $16,273,793 in 1995 and
proceeds from non-recourse securitization notes of $5,941,893 in 1996. These
funds were used to purchase equipment, to fund cash distributions and to make
payments on borrowings. The Partnership intends to continue to purchase
additional equipment and to fund cash distributions utilizing cash provided by
operations and proceeds from sales of equipment.
On January 29, 1996, the Partnership borrowed $5,941,893 by pledging lease
receivables and granting a security interest in the related collateral, or
equipment, of a specified group of leases and financing transactions. The
borrowing was recorded as a non-recourse note payable, bears interest at a fixed
rate of 7.58%, and is payable only from receivable proceeds from the portfolio
that has secured it.
Cash distributions to limited partners for the three months ended March
31, 1996 and 1995, which were paid monthly, totaled $1,030,903 and $353,294,
respectively, of which $0 and $52,414 was investment income and $1,030,903 and
$300,880 was a return of capital, respectively. The monthly annualized cash
distribution rate to limited partners was 10.75% and 9.20%, respectively, of
which 0% and 1.36% was investment income and 10.75% and 7.84% was a return of
capital, respectively. The limited partner distribution per weighted average
unit outstanding in 1996 and 1995 was $2.69 and 2.30 of which $0 and $.34 was
investment income and $2.69 and $1.96 was a return of capital, respectively.
On February 3, 1995, the Partnership and two affiliates, ICON Cash Flow
Partners, L.P., Series B ("Series B"), and ICON Cash Flow Partners, L.P., Series
C ("Series C") formed ICON Asset Acquisition L.L.C. I ("ICON Asset Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring, managing and securitizing a portfolio
of leases. The Partnership, Series B and Series C contributed $8,700,000 (77.68%
interest), $1,000,000 (8.93% interest) and $1,500,000 (13.39% interest),
respectively, to ICON Asset Acquisition LLC. ICON Asset Acquisition LLC
established a warehouse line of credit with ContiTrade Services Corp. with a
maximum amount available of $20,000,000.
<PAGE>
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
March 31, 1996
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
On February 17, 1995, ICON Asset Acquisition LLC purchased 975 finance
leases from an existing portfolio from First Sierra Financial, Inc. utilizing
$16,273,793 of proceeds from the warehouse line (See Consolidated Statements of
Cash Flows - Proceeds from recourse debt - Financing activities), $10,857,427 in
cash contributions received from the Partnership and affiliates and $723,046 in
cash adjustments at closing, relating primarily to rents received by the seller
from lessees prior to closing and for the benefit of ICON Asset Acquisition LLC.
The purchase price of the portfolio totaled $27,854,266 (See Consolidated
Statements of Cash Flows - Included in Equipment and receivables purchased
Investing activities) and the underlying equipment consists of graphic arts and
printing equipment. The terms of the leases in this portfolio range from 12 to
72 months. ICON Asset Acquisition LLC acquired lease contracts which were less
than 60 days delinquent, and, which met the Partnership's overall credit
underwriting criteria. The purchase price of the portfolio was determined by
discounting the future contractual cash flows. All such leases are net leases
and are reported and accounted for as finance leases. The Partnership's
consolidated financial statements will include 100% of the accounts of ICON
Asset Acquisition LLC with the affiliates' share reflected as "Minority
interests in joint ventures."
On September 5, 1995, ICON Asset Acquisition LLC securitized substantially
all of its portfolio. Proceeds from the securitization were used to pay down its
existing line of credit and excess proceeds were returned to the Partnership
based on its pro rata interest. ICON Asset Acquisition LLC became the beneficial
owner of a trust and the Prudential Insurance Company of America ("Prudential")
is treated as the lender to the trust. The trustee for the trust is Texas
Commerce Bank ("TCB"). In conjunction with this securitization the portfolio as
well as the General Partner's servicing capabilities were rated "A" by Duff &
Phelps, a nationally recognized rating agency. The General Partner, as servicer,
is responsible for managing, servicing, reporting on and administering the
portfolio. All monies received from the portfolio are remitted to TCB. TCB is
responsible for disbursing to Prudential its respective principal and interest
and to ICON Asset Acquisition LLC the excess of cash collected over debt service
from the portfolio. ICON Asset Acquisition LLC accounts for this investment as
an investment in finance leases and financings. Prudential's investment in the
trust is accounted for as non-recourse debt on ICON Asset Acquisition LLC's
books and records. All monies received and remitted to TCB from the securitized
portfolio are accounted for as a reduction in related finance lease and
financing receivables and all amounts paid to Prudential by TCB are accounted
for as a reduction of non-recourse debt.
As of March 31, 1996, 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 closings of limited
partnership units, operations, sales of equipment and borrowings, the
Partnership will invest in equipment leases and financings where it deems it to
be prudent while retaining sufficient cash to meet its reserve requirements and
recurring obligations as they become due.
<PAGE>
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Consolidated Balance Sheets
(unaudited)
March 31, December 31,
1996 1995
Assets
Cash ......................................... $ 6,931,380 $ 8,981,950
------------- -------------
Investment in finance leases
Minimum rents receivable ................... 66,643,467 65,040,140
Estimated unguaranteed residual values ..... 15,228,718 12,881,418
Initial direct costs ....................... 1,789,273 1,674,324
Unearned income ............................ (13,440,875) (12,707,193)
Allowance for doubtful accounts ............ (497,503) (361,941)
------------- -------------
69,723,080 66,526,748
Investment in operating leases
Equipment, at cost ......................... 19,371,603 19,371,603
Initial direct costs ....................... 263,696 335,613
Accumulated depreciation ................... (848,649) (636,487)
------------- -------------
18,786,650 19,070,729
Investment in financings
Receivables due in installments ............ 8,366,521 8,649,392
Initial direct costs ....................... 164,175 182,965
Unearned income ............................ (1,131,240) (1,204,544)
Allowance for doubtful accounts ............ (43,200) (43,200)
------------- -------------
7,356,256 7,584,613
Other assets ................................. 847,589 885,346
------------- -------------
Equity investment in joint venture ........... 42,633 41,564
------------- -------------
Total assets ................................. $ 103,687,588 $ 103,090,950
============= =============
Liabilities and Partners' Equity
Notes payable - non-recourse ................. $ 54,834,470 $ 45,166,000
Note payable - non-recourse - securitized .... 12,986,165 15,183,224
Accounts payable to General Partner
and affiliates, net ........................ 674,028 1,037,286
Accounts payable - equipment ................. 3,807,233 8,678,812
Minority interest in joint venture ........... 1,470,985 1,879,629
Accounts payable - other ..................... 420,652 448,418
Security deposits and deferred credits ....... 346,485 250,768
------------- -------------
74,540,018 72,644,137
<PAGE>
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Consolidated Balance Sheets
(unaudited)
March 31, December 31,
1996 1995
Commitments and Contingencies
Partners' equity (deficiency)
General Partner ............................. (39,220) (26,369)
Limited partners (383,414 and 383,592
units outstanding, $100 per unit original
issue price in 1996 and 1995, respectively) 29,186,790 30,473,182
------------- -------------
Total partners' equity .................... 29,147,570 30,446,813
------------- -------------
Total liabilities and partners' equity ........ $ 103,687,588 $ 103,090,950
============= =============
See accompanying notes to consolidated financial statements.
<PAGE>
ICON Cash Flow Partners L.P. Six
(A Delaware Limited Partnership)
Consolidated Statements of Operations
For the Three Months Ended March 31,
(unaudited)
1996 1995
Revenue
Finance income $1,754,362 $ 550,764
Rental income 603,151 -
Interest income and other 115,501 74,204
Net gain on sales or remarketing
of equipment 58,597 1,227
Income from equity investment
in joint venture 1,506 1,271
---------- ----------
Total revenues 2,533,117 627,466
---------- ----------
Expenses
Interest 1,180,959 241,798
Management fees - General Partner 489,485 96,016
Amortization of initial direct costs 331,719 74,390
Administrative expense
reimbursements - General Partner 225,277 69,494
Depreciation 212,162 -
General and administrative 168,798 46,680
Provision for bad debts 150,000 -
Minority interest in joint venture 18,471 46,145
---------- ----------
Total expenses 2,776,871 574,523
---------- ----------
Net income (loss) $ (243,754) $ 52,943
========== ==========
Net income (loss) allocable to:
Limited partners $ (241,316) $ 52,414
General Partner (2,438) 529
---------- ----------
$ (243,754) $ 52,943
========== ==========
Weighted average number of limited
partnership units outstanding 383,436 153,629
========== ==========
Net income (loss) per weighted average
limited partnership unit $ (.63) $ .34
========== ==========
See accompanying notes to consolidated financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Consolidated Statements of Changes in Partners' Equity
For the Three Months Ended March 31, 1996,
the Years Ended December 31, 1995 and 1994
and the Period July 8, 1993 to December 31, 1993
(unaudited)
Limited Partner
Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
(Per weighted
average unit)
Initial partners'
capital contribution
- July 8, 1993 $ 1,000 $ 1,000 $ 2,000
------------ ------- ----------
Balance at
December 31, 1993 1,000 1,000 2,000
Refund of initial
limited partners'
capital contribution (1,000) - (1,000)
Proceeds from issuance
of limited partnership
units (127,704.10 units) 12,770,410 - 2,770,410
Sales and
offering expenses (1,724,005) - (1,724,005)
Cash distributions
to partners $7.59 $2.21 (311,335) (3,145) (314,480)
Net income 70,181 709 70,890
----------- ----- ---------
Balance at
December 31, 1994 10,805,251 (1,436) 10,803,815
Proceeds from issuance
of limited partnership
units (256,153.02 units) 25,615,302 - 25,615,302
<PAGE>
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Consolidated Statements of Changes in Partners' Equity (continued)
For the Three Months Ended March 31, 1996,
the Years Ended December 31, 1995 and 1994
and the Period July 8, 1993 to December 31, 1993
(unaudited)
Limited Partner
Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
(Per weighted
average unit)
Sales and
offering expenses (3,458,068) - (3,458,068)
Cash distributions
to partners $9.48 $ .29 (2,543,783) (25,694) (2,569,477)
Limited partnership units
redeemed (265 units) (20,827) - (20,827)
Net income 75,307 761 76,068
----------- ----- ---------
Balance at
December 31, 1995 30,473,182 (26,369) 30,446,813
Cash distributions
to partners $2.69 $ - (1,030,903) (10,413) (1,041,316)
Limited partnership units
redeemed (178 units) (14,173) - (14,173)
Net loss (241,316) (2,438) (243,754)
------------- -------- -----------
Balance at
March 31, 1996 $29,186,790 $(39,220) $29,147,570
=========== ======== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
. Consolidated Statements of Cash Flows
For the Three Months Ended March 31,
1996 1995
Cash flows from operating activities:
Net income (loss) ............................. $ (243,754) $ 52,943
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation ................................ 212,162 --
Rental income - assigned
operating lease receivables ............... (603,151) --
Finance income portion of
receivables paid directly
to lenders by lessees ..................... (888,182) (83,225)
Amortization of initial direct costs ........ 331,719 74,390
Allowance for doubtful accounts ............. 135,562 --
Net gain on sales or
remarketing of equipment .................. (58,597) (1,227)
Income from equity investment
in joint venture .......................... (1,506) (1,271)
Distribution from investment
in joint venture .......................... 1,482,236 --
Interest expense on non-recourse
financing paid directly by lessees ........ 601,034 62,346
Interest expense accrued on non-recourse debt 407,271 175,332
Collection of principal
- non-financed receivables ................ 2,571,188 1,563,614
Change in operating assets and liabilities:
Accounts payable to General Partner
and affiliates, net ..................... (363,258) 910,731
Accounts payable - other .................. (27,766) 146,762
Security deposits and deferred credits .... 95,717 229,133
Minority interest in joint ventures ....... (1,890,880) 2,576,695
Other, net ................................ (69,108) 45,901
------------ ------------
Total adjustments ....................... 1,934,441 5,699,181
------------ ------------
Net cash provided by operating activities . 1,690,687 5,752,124
------------ ------------
Cash flows from investing activities:
Proceeds from sales of equipment .............. 270,677 71,329
Initial direct costs .......................... (372,089) (1,622,700)
Equipment and receivables purchased ........... (6,329,190) (28,153,427)
Net cash used in investing activities ..... (6,430,602) (29,704,798)
------------ ------------
<PAGE>
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
. Consolidated Statements of Cash Flows (continued)
For the Three Months Ended March 31,
1996 1995
Cash flows from financing activities:
Proceeds from recourse debt and
non-recourse securitized debt .............. 5,941,893 16,273,793
Redemption of limited partnership units ...... (14,173) --
Cash distributions to partners ............... (1,041,316) (356,862)
Principal payments on recourse debt and
non-recourse securitized debt .............. (2,197,059) --
Issuance of limited partnership units,
net of offering expenses ................... -- 6,141,456
------------ ------------
Net cash provided by financing activities 2,689,345 22,058,387
------------ ------------
Net decrease in cash ........................... (2,050,570) (1,894,287)
Cash at beginning of period .................... 8,981,950 7,391,994
------------ ------------
Cash at end of period .......................... $ 6,931,380 $ 5,497,707
============ ============
See accompanying notes to consolidated financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
. Consolidated Statements of Cash Flows (continued)
Supplemental Disclosures of Cash Flow Information
For the three months ended March 31, 1996 and 1995, non-cash activities
included the following:
1996 1995
---- ----
Principal and interest on direct finance
receivables paid directly to
lenders by lessees .......................... $ 8,022,035 $ 326,187
Principal and interest on non-recourse
financing paid directly to lenders by lessees (8,022,035) (326,187)
Non-recourse notes payable assumed
in purchase price ........................... 10,579,054 28,113,945
Fair value of equipment and receivables
purchased for debt and payables .............. (10,579,054) (28,113,945)
$ -- $ --
============ ============
Interest expense of $1,180,959 and $241,798 for the three months ended March
31, 1996 and 1995 consisted of: interest expense on non-recourse financing
accrued or paid directly to lenders by lessees of $1,008,305 and $237,677,
respectively, and other interest of $172,654 and $4,121, respectively.
<PAGE>
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
March 31, 1996
(unaudited)
1. Basis of Presentation
The consolidated financial statements included herein should be read in
conjunction with the Notes to Consolidated Financial Statements included in the
Partnership's 1995 Annual Report on Form 10-K and have been prepared in
accordance with the accounting policies stated therein.
2. Redemption of Limited Partnership Units
The General Partner consented to the Partnership redeeming 178 limited
partnership units during 1996. The redemption amount was calculated following
the specified redemption formula as per the Partnership agreement. Redeemed
units have no voting rights and do not share in distributions. The Partnership
agreement limits the number of units which can be redeemed in any one year and
redeemed units may not be reissued. Redeemed limited partnership units are
accounted for as a deduction from partners equity.
3. Investment in Joint Ventures
The Partnership Agreement allows the Partnership to invest in joint ventures
with other limited partnerships sponsored by the General Partner provided that
the investment objectives of the joint ventures are consistent with that of the
Partnership.
ICON Asset Acquisition LLC
On February 3, 1995, the Partnership and two affiliates, ICON Cash Flow
Partners, L.P., Series B ("Series B"), and ICON Cash Flow Partners, L.P., Series
C ("Series C") formed ICON Asset Acquisition L.L.C. I ("ICON Asset Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring, managing and securitizing a portfolio
of leases. The Partnership, Series B and Series C contributed $8,700,000 (77.68%
interest), $1,000,000 (8.93% interest) and $1,500,000 (13.39% interest),
respectively, to ICON Asset Acquisition LLC. ICON Asset Acquisition LLC
established a warehouse line of credit with ContiTrade Services Corp. with a
maximum amount available of $20,000,000.
On February 17, 1995, ICON Asset Acquisition LLC purchased 975 finance
leases from an existing portfolio from First Sierra Financial, Inc. utilizing
$16,273,793 of proceeds from the warehouse line (See Consolidated Statements of
Cash Flows - Proceeds from recourse debt - Financing activities), $10,857,427 in
<PAGE>
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements (continued)
cash contributions received from the Partnership and affiliates and $723,046 in
cash adjustments at closing, relating primarily to rents received by the seller
from lessees prior to closing and for the benefit of ICON Asset Acquisition LLC.
The purchase price of the portfolio totaled $27,854,266 (See Consolidated
Statements of Cash Flows - Included in Equipment and receivables purchased
Investing activities) and the underlying equipment consists of graphic arts and
printing equipment. The terms of the leases in this portfolio range from 12 to
72 months. ICON Asset Acquisition LLC acquired lease contracts which were less
than 60 days delinquent, and, which met the Partnership's overall credit
underwriting criteria. The purchase price of the portfolio was determined by
discounting the future contractual cash flows. All such leases are net leases
and are reported and accounted for as finance leases. The Partnership's
consolidated financial statements include 100% of the accounts of ICON Asset
Acquisition LLC with the affiliates' share reflected as "Minority interests in
joint ventures."
On September 5, 1995, ICON Asset Acquisition LLC securitized substantially
all of its portfolio. Proceeds from the securitization were used to pay down its
existing line of credit and excess proceeds were returned to the Partnership
based on its pro rata interest. ICON Asset Acquisition LLC became the beneficial
owner of a trust and the Prudential Insurance Company of America ("Prudential")
is treated as the lender to the trust. The trustee for the trust is Texas
Commerce Bank ("TCB"). In conjunction with this securitization the portfolio as
well as the General Partner's servicing capabilities were rated "A" by Duff &
Phelps, a nationally recognized rating agency. The General Partner, as servicer,
is responsible for managing, servicing, reporting on and administering the
portfolio. All monies received from the portfolio are remitted to TCB. TCB is
responsible for disbursing to Prudential its respective principal and interest
and to ICON Asset Acquisition LLC the excess of cash collected over debt service
from the portfolio. ICON Asset Acquisition LLC accounts for this investment as
an investment in finance leases and financings. Prudential's investment in the
trust is accounted for as non-recourse debt on ICON Asset Acquisition LLC's
books and records. All monies received and remitted to TCB from the securitized
portfolio are accounted for as a reduction in related finance lease and
financing receivables and all amounts paid to Prudential by TCB are accounted
for as a reduction of non-recourse debt.
ICON Cash Flow LLC I
On September 21, 1994, the Partnership and an affiliate, ICON Cash Flow
Partners, L.P., Series E ("Series E"), formed a joint venture, ICON Cash Flow
Partners L.L.C. I ("ICON Cash Flow LLC I"), for the purpose of acquiring and
managing an aircraft currently on lease to Alaska Airlines, Inc. The aircraft is
a 1988 McDonnell Douglas MD-83. The Partnership and Series E contributed $37,682
(1%) and $3,730,493 (99%) of the cash required for such acquisition,
respectively, to ICON Cash Flow LLC I. ICON Cash Flow LLC I acquired the
<PAGE>
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
aircraft, assuming $17,003,454 in non-recourse debt and the contributions
received from the Partnership and Series E. The purchase price of the
transaction totaled $20,771,628. The lease is an operating lease and the lease
term expires in March 1997. Profits, losses, excess cash and disposition
proceeds are allocated 1% to the Partnership and 99% to Series E. The
Partnership's 1% investment in ICON Cash Flow LLC I, which is accounted for
under the equity method, totaled $42,633 at March 31, 1996 and has been
reflected as "Equity investment in joint venture." The General Partner manages
and controls the business affairs of both the Partnership and Series E. As a
result of this common control and the Partnership's ability to influence the
activities of the joint venture, the Partnership's investment in the joint
venture is accounted for under the equity method. Information as to the
financial position and results of operations of ICON Cash Flow LLC I as of and
for the three months ended March 31, 1996 is summarized below:
March 31, 1996
Assets $ 19,238,874
============
Liabilities $ 14,975,616
============
Equity $ 4,263,258
============
Three Months Ended
March 31, 1996
Net income $ 150,645
============
ICON Cash Flow LLC II
On March 31, 1995, the Partnership and an affiliate, ICON Cash Flow Partners,
L.P., Series E ("Series E"), formed a joint venture, ICON Cash Flow Partners
L.L.C. II ("ICON Cash Flow LLC II"), for the purpose of acquiring and managing
an aircraft currently on lease to Alaska Airlines, Inc. The aircraft is a 1987
McDonnell Douglas MD-83. The Partnership and Series E contributed $3,024,450
(99%) and $30,550 (1%) (See Consolidated Statements of Cash Flows - Included in
Proceeds from minority interest investors - Financing activities) of the cash
required for such acquisition, respectively, to ICON Cash Flow LLC II. ICON Cash
Flow LLC II acquired the aircraft, assuming $16,315,997 in non-recourse debt
(See Supplemental Disclosures of Cash Flow Information - Included in
Non-recourse notes payable assumed in purchase price) and the contributions
received from the Partnership and Series E. The purchase price of the
transaction totaled $19,371,603. The cash portion of the purchase price
($3,055,000) is included in the Consolidated Statements of Cash Flows -
Equipment and receivables purchased Investing activities. The lease is an
operating lease and the lease term expires in March 1997. Profits, losses,
excess cash and disposition proceeds are allocated 99% to the Partnership and 1%
to Series E. The Partnership's consolidated financial statements include 100% of
ICON Cash Flow LLC II. Series E's investment in ICON Cash Flow LLC II has been
reflected as "Minority interest in joint venture."
<PAGE>
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
4. Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the three months ended March 31, 1996 and 1995 are
as follows:
1996 1995
---- ----
Management fees 489,485 96,016 Charged to Operations
Acquisition fees 372,089 1,622,700 Capitalized
Administrative expense
reimbursements 225,277 69,494 Charged to Operations
Organization and offering - 248,498 Charged to Equity
Underwriting commissions - 141,999 Charged to Equity
Sales commissions - 800
----------- -----------
Total $ 1,086,851 $ 2,179,507
=========== ===========
The Partnership has investments in three joint ventures with other
Partnerships sponsored by the General Partner (See Note 3 for additional
information relating to the joint ventures).
5. Note Payable
On January 29, 1996, the Partnership borrowed $5,941,893 by pledging lease
receivables and granting a security interest in the related collateral, or
equipment, of a specified group of leases and financing transactions. The
borrowing was recorded as a non-recourse note payable, bears interest at a fixed
rate of 7.58%, and is payable only from receivable proceeds from the portfolio
that has secured it.
<PAGE>
ICON Cash Flow Partners L. P. Six
(A Delaware Limited Partnership)
PART II
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults Upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None
Item 6 - Reports and Amendments
The Partnership did not file any Reports or Amendments for the three months
ended March 31, 1996
<PAGE>
ICON Cash Flow Partners L. P. Six
(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. Six
File No. 33-44413 (Registrant)
By its General Partner,
ICON Capital Corp.
July 9, 1996 Charles Duggan
- ----------------- -------------------------------------
Date Charles Duggan
Executive Vice President and Chief
Financial Officer
(Principal financial and account officer of
the General Partner of the Registrant)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 6,931,380
<SECURITIES> 0
<RECEIVABLES> 77,620,039
<ALLOWANCES> 540,703
<INVENTORY> 169,518
<CURRENT-ASSETS> 0
<PP&E> 19,371,603
<DEPRECIATION> 848,649
<TOTAL-ASSETS> 103,687,588
<CURRENT-LIABILITIES> 0
<BONDS> 67,820,635
0
0
<COMMON> 0
<OTHER-SE> 29,147,570
<TOTAL-LIABILITY-AND-EQUITY> 103,687,588
<SALES> 2,533,117
<TOTAL-REVENUES> 2,533,117
<CGS> 562,352
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 883,560
<LOSS-PROVISION> 150,000
<INTEREST-EXPENSE> 1,180,959
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (243,754)
<EPS-PRIMARY> (0.63)
<EPS-DILUTED> (0.63)
</TABLE>
