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ICON CASH FLOW PARTNERS L.P. SEVEN
CUMULATIVE SUPPLEMENT NO. 2
DATED JULY 26, 1996
TO PROSPECTUS DATED NOVEMBER 9, 1995
SUMMARY
This Cumulative Supplement No. 2 updates and revises the prospectus dated
November 9, 1995 (the "Prospectus") for ICON Cash Flow Partners L.P. Seven (the
"Partnership"). This Supplement forms a part of, and must be accompanied by the
Prospectus. All cross-references are to sections of the Prospectus, and
capitalized terms have the same definitions as those set forth in the
Prospectus.
The primary purposes of this Supplement are to:
* Delete the Escrow Factor and update disclosure concerning the breaking of
escrow and the achievement of the Minimum Offering and the status of the
Offering;
* Update Sponsor and Partnership Financials as of March 31, 1996;
* Update the Prior Performance of the Prior Public Programs; and
* Update other relevant sections
EACH POTENTIAL INVESTOR SHOULD THOROUGHLY REVIEW THE PROSPECTUS AND THIS
SUPPLEMENT PRIOR TO SUBSCRIBING FOR UNITS IN THE PARTNERSHIP.
-------------------------------
The following amendments are hereby made to the above-captioned Prospectus
effective as of the date of this Cumulative Supplement No. 2:
Cover Page is amended as follows:
1. The text of the eleventh "bullet" risk factor is deleted in its entirety.
2. The subscript footnotes located in the columned chart are renumbered.
3. The following sentence is added at the bottom of the page (in italics):
"Any additional supplements which update this Prospectus are contained inside
the back cover."
Page 2 is amended as follows:
Footnote 1 is deleted in its entirety and the remaining footnotes are
renumbered.
Page 9, "SUMMARY OF THE OFFERING--Risk Factors--Partnership and Investment
Risks" section, is amended by the deletion of the last risk factor in its
entirety.
Page 10-11, "SUMMARY OF THE OFFERING--Terms of the Offering" section, is deleted
in its entirety and replaced with the following:
"Terms of the Offering
The Offering -- The Partnership is offering a minimum of 12,000 Units and a
maximum of 1,000,000 Units of limited partnership interests (or Units) in the
Partnership. Such offering is on a "best efforts" basis; that is, there is no
guarantee that any specified amount of money will be raised. Units will be
offered for sale by ICON Securities Corp. (the "Dealer- Manager") and
NASD-member firms (the "Selling Dealers") which have entered into Selling
Dealer Agreements with the Partnership.
Offering Period -- The Offering commenced on November 9, 1995 (the "Effective
Date") and will terminate no later than the date twenty-four (24) months
after such date. In most states, continued offering beyond one year after the
effective date in such state (see "INVESTOR SUITABILITY AND MINIMUM
INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES" for a chart showing each
state's effective date) is subject to approval by the applicable state
securities authority. The Offering will terminate sooner than twenty-four
(24) months if either (1) the General Partner terminates the Offering earlier
or (2) subscriptions for the Maximum Offering of 1,000,000 Units are received
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priorto the end of such period. The end of the Offering Period is also
called the Termination Date. Subscriptions for Units will only be accepted
from the date of this Prospectus until the Termination Date. See "PLAN OF
DISTRIBUTION."
Minimum Offering -- The Partnership received subscriptions in excess of
12,000 Units (the "Minimum Offering") and held its initial Closing on January
19, 1996 (the "Initial Closing").
Escrow Agent; Distribution of Escrow Interest -- Since the Minimum Offering
was received and the Initial Closing was held on January 19, 1996, all
subscription payments will now be deposited and held in a special,
segregated, interest-bearing subscription account of the Partnership with The
Bank of New York (NJ), a New Jersey banking corporation (or another banking
institution named by the General Partner), pending subsequent Closings. Each
subscription payment will earn interest from the time it is deposited in such
account until the subscriber is admitted to the Partnership. The interest so
earned will be paid to the subscriber upon his admission (or, if he is not
admitted to the Partnership, the date on which his subscription payment is
returned to him).
Subscription -- Every investor must manually execute a Subscription Agreement
in the form attached as Exhibit C hereto in order to purchase Units. By
subscribing for Units, each investor (other than residents of the states
specified on Pages C-3 and C-4 of the Subscription Agreement) will be deemed
to have made all of the representations and warranties contained therein and
will be bound by all of the terms of such Agreement and of the Partnership
Agreement.
Closings -- The Initial Closing was held on January 19, 1996, after
subscriptions for at least 12,000 Units had been received by the Escrow
Agent, at which time subscribers for at least such number of Units were
admitted to the Partnership as Limited Partners. After the Initial Closing
Date, the Partnership intends to hold Closings semi-monthly until the
Offering is completed or terminated.
Status of the Offering -- As of June 15, 1996, 825 Limited Partners
(exclusive of the Initial Limited Partner) with total subscriptions for
150,784.6499 Units ($15,078,464.99) had been admitted to the Partnership.
Investor Suitability -- To be eligible to purchase Units, all prospective
investors are required to comply with the Partnership's basic suitability
requirements. In general, prospective owners of Units must either have:
(i)both (A) a net worth of not less than $30,000 (determined exclusive of
the net fair market value of (a) his or her home, (b) home furnishings
and (c) personal automobiles) and (B) $30,000 of annual gross income;
or
(ii) a net worth of at least $75,000 (determined as above).
Instead of the foregoing standards, to be admitted to the Partnership as a
Limited Partner a subscriber (or fiduciary acting on his, her or its behalf)
who is a resident of Alabama, Arizona, Arkansas, California, Indiana,
Kansas, Maine, Mississippi, Nebraska, New Mexico, Ohio, Oklahoma, Oregon,
Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,
Washington or Wisconsin must have (1) either (a) a net worth of not less
than $45,000 (determined exclusive of the net fair market value of (i) his
or her home, (ii) home furnishings and (iii) personal automobiles) plus (b)
$45,000 of annual gross income or (2) a net worth of at least $150,000
(determined as above) and a subscriber (or fiduciary acting on his, her or
its behalf). In addition, subscribers who are residents of Iowa,
Massachusetts, Michigan, Minnesota, Missouri, New Jersey and North Carolina
must have either (a) annual gross income of $60,000 plus a net worth of
$60,000 or (b) a net worth of at least $225,000. Finally, each subscriber
residing in Michigan or Pennsylvania must also have a net worth (exclusive
of home, home furnishings and automobiles) equal to the greater of (a) the
net worth requirements described under "Minimum Net Worth/Income" or (b) ten
times the amount to be invested by such investor (e.g., a $200,000 net worth
in order to invest $20,000). (See "INVESTOR SUITABILITY AND MINIMUM
INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES" and the Subscription
Agreement for a more detailed explanation of any specific state suitability
requirements).
Who Should Invest -- You should only invest in the Partnership if you (a)
are prepared to make an investment for the entire five (5) year (minimum) to
eight (8) year (maximum) Reinvestment Period following the Final Closing
Date as well as the additional liquidation period of from six (6) to
thirty-six (36) months thereafter, (b) have no need for liquidity of such
investment (except as may be provided by monthly cash distributions) and (c)
are prepared to assume the risks associated with such investment (see "RISK
FACTORS"). An investment in Units is not suitable for investors who will
need access to their Capital Contribution during the term of the Partnership
or for whom the projected monthly cash distributions are an essential source
of funds to pay their necessary living expenses. An investment also may
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produce "unrelated business taxable income" for pension, profit-sharing and
other Qualified Plans in excess of applicable exemptions (See "INVESTMENT BY
QUALIFIED PLANS" for further information). Each potential investor should
review the information appearing under the captions "RISK FACTORS," "FEDERAL
INCOME TAX CONSEQUENCES" and "INVESTOR SUITABILITY AND MINIMUM INVESTMENT
REQUIREMENTS; SUBSCRIPTION PROCEDURES" with particular care and should
consult his tax and investment advisors to determine (1) if an investment in
Units is appropriate for him in light of his particular tax and investment
situation and (2) if so, what portion of his total investment portfolio may
prudently be invested in Partnership Units.
Minimum Investment -- All investors other than Qualified Plans and IRAs: The
minimum investment by an investor (whether by subscription or through
resale) is generally 25 Units (other than with respect to residents of
Nebraska, for whom the minimum investment is 50 Units). Qualified Plans and
IRAs: The minimum number of Units which a Qualified Plan or an IRA may
purchase is 10 Units, except for Qualified Plans and IRAs established by
residents of the following states: Arizona, Indiana, Maine, Massachusetts,
Michigan, Minnesota, Mississippi, Missouri, New Mexico, North Carolina,
Oklahoma, Pennsylvania, South Dakota, Tennessee, Texas and Washington (which
have established a 20 Unit minimum IRA and Qualified Plan minimum
investment) and for Iowa residents (which has established a 25 Unit minimum
IRA and Qualified Plan minimum investment). (See "INVESTOR SUITABILITY AND
MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES" and the form of
Subscription Agreement attached as Exhibit A hereto). Subscribers who
satisfy such minimum purchase requirements may subscribe for additional
Units and fractions of Units during the Offering Period."
Page 13, "SUMMARY OF THE OFFERING--Investment Objectives and Policies" section,
is amended by the deletion of the first paragraph of such section and replacing
it with the following paragraph:
"The Partnership intends to acquire and lease various types of Equipment,
primarily within the United States, to businesses which the General Partner
determines are Creditworthy. The Partnership will also provide financing to
these same types of businesses secured by tangible and intangible personal
property and other or additional collateral located primarily within the
United States which the General Partner determines to be sufficient in
amounts and types to provide adequate security for the current and future
obligations of such borrowers. The General Partner estimates that
approximately one-third of Net Offering Proceeds will be invested in
Financing Transactions and Leases which produce portfolio income although
the General Partner may determine, in its sole discretion, to invest up to
one-half of the Partnership's funds in Financing Transactions as well as
Leases or other transactions which produce portfolio income if, in its sole
discretion, it believes such Investments to be in the best interests of the
Partnership. For the purposes of this Prospectus, the term "Creditworthy"
means, when used herein with respect to a prospective Lessee or User, that
(1) the Credit Committee of the General Partner has made the determination,
in its reasonable business judgment, after review of financial, credit,
operational and other information concerning such Lessee or User, that such
party is currently able, and is expected to continue throughout the term of
such transaction to be able, to meet its obligations to the Partnership in a
timely and complete manner, (2) the Lease or Financing Transaction is
adequately secured by equipment and/or other collateral obtained, directly
or indirectly, from the Lessee or User (or a guarantor or other party) and
(3) the Lessee or User has satisfied substantially all other criteria
established by the Credit Committee as a condition to the Partnership's
investment in such Lease or Financing Transaction. (See "INVESTMENT
OBJECTIVES AND POLICIES--Credit Review Procedures" for a discussion of the
procedures used by the General Partner to determine the Creditworthiness of
potential Lessees and Users)."
Page 17, "RISK FACTORS--Partnership and Investment Risks--Investment Delay"
section, is amended by deleting the third sentence in such section and replacing
it with the following:
"However, the Partnership Agreement requires that all Net Offering Proceeds from
the sale of the Units, after deduction of Front-End Fees, be invested, or
committed to investment, in Equipment, Leases, Financing Transactions and
Reserves (not exceeding 3% of Gross Offering Proceeds), by November 9, 1997,
within 24 months from the Effective Date of the Offering (or, if later, within
12 months of receipt of such Net Offering Proceeds)."
Page 21, "RISK FACTORS--Partnership and Investment Risks--Subscription Payments"
section is deleted in its entirety.
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Page 24-25, "SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS" is
amended as follows:
1. By deleting the first paragraph and the table below it and replacing them
with the following:
The following tables set forth the General Partner's best estimate of the use
of the Gross Offering Proceeds from the sale of the Minimum Offering
($1,200,000) and the Maximum Offering ($100,000,000). Because the Partnership
has not made all of its acquisitions, certain of the amounts below cannot be
precisely calculated at the present time and may vary substantially from these
estimates. As shown below, it is projected that 74.0% of Gross Offering Proceeds
will be used to make investments in Equipment and Financing Transactions
(assuming 80% leverage). See footnote 8 to the following table.
Minimum Offering Maximum Offering
Dollar Dollar
Amount %(1) Amount %(1)
Gross Offerings Proceeds(2) $1,200,000 100.00% $100,000,000 100.00%
Expenses:
Sales Commissions(3) (96,000) (8.00%) (8,000,000) (8.00%)
Underwriting Fees(4) (24,000) (2.00%) (2,000,000) (2.00%)
O&O Expense Allowance(5) (42,000) (3.50%) (3,500,000) (3.50%)
Public Offering Expenses (162,000) (13.50%) (13,500,000) (13.50%)
Reserves(6) (12,000) (1.00%) (1,000,000) (1.00%)
Gross Offering Proceeds
Available for Investment 1,026,000 85.50% 85,500,000 85.50%
Acquisition Fees
(attributable to Offering
Proceeds and Borrowings)(7) (138,000) (11.50%) (11,500,000) (11.50%)
Gross Offering Proceeds Used
to Make Investments(8) $ 888,000 74.00% $74,000,000 74.00%
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2. By adding the following Footnote 8 to the end of such section:
"(8)The Partnership began operations as of January 19, 1996 with initial
capitalization of $2,280,827.80 (after payment of Sales Commissions,
Underwriting Fees and O & O Expense Allowance totalling $355,967.37--or
13.5% of Gross Offering Proceeds). As of June 15, 1996, an additional
$729,420.04 of net offering proceeds (after payment of Sales Commissions,
Underwriting Fees and O & O Expense Allowance totalling $113,840.12--or
13.5% of Gross Offering Proceeds) had become available to the Partnership
from Closings held through June 15, 1996."
Page 35, "SUMMARY OF COMPENSATION" section is amended by the deletion of the
second paragraph and replacing it with the following:
"Assuming the sale of 1,000,000 Units in 1996, the General Partner estimates
that it would incur the following expenses which would be potentially eligible
to be reimbursed by the Partnership in 1996 pursuant to 6.4(i) of the
Partnership Agreement (subject to the limitations on such reimbursements
described below):"
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Page 41-43, "OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES-Prior
Public Programs" section is amended by deleting the entire section and replacing
it with the following paragraphs:
"Prior Public Programs
The General Partner was formed in 1985 to finance and lease equipment, and
sponsor and act as the general partner for publicly offered, income-oriented
equipment leasing limited partnerships. In addition to the Partnership, the
General Partner is the general partner of ICON Cash Flow Partners, L.P., Series
A ("Series A"), ICON Cash Flow Partners, L.P., Series B ("Series B"), ICON Cash
Flow Partners, L.P., Series C ("Series C"), ICON Cash Flow Partners, L.P.,
Series D ("Series D"), ICON Cash Flow Partners, L.P., Series E ("Series E") and
ICON Cash Flow Partners L.P. Six ("L.P. Six") which, together with Series A,
Series B, Series C, Series D and Series E is referred to collectively as the
"Prior Public Programs"). The Prior Public Programs were (or are in the case of
L.P. Six) also publicly-offered and income-oriented equipment leasing limited
partnerships with objectives similar to the Partnership. The General Partner and
its Affiliates have also engaged in the past and may in the future engage, to a
limited extent, in the business of brokering equipment leasing or financing
transactions which do not meet the investment criteria established by the
General Partner and the Prior Public Programs (such as creditworthiness,
equipment types, excess transaction size or concentration by lessee, location or
industry).
In addition, until 1985 Affiliates of the General Partner were engaged in the
business of originating privately-offered real estate investment and equipment
leasing programs which they continue to manage primarily for the benefit of
non-Affiliated parties.
As of February 1, 1989 (the final date for admission of its limited
partners), Series A had held twelve closings beginning May 6, 1988 and ending
January 8, 1989, and had received a total of $2,504,500 in limited partner
capital contributions from 222 investors. As of November 16, 1990 (the final
date for admission of its limited partners), Series B had held twenty-seven
closings beginning September 22, 1989 and ending on November 16, 1990 following
which a total of 1,742 investors, holding limited partnership interests equal to
the entire $20,000,000 offering of such partnership, were admitted as limited
partners in the Series B partnership. As of June 20, 1991 (the final date for
admission of its limited partners), Series C had held thirteen closings
beginning January 3, 1991 and ending on June 20, 1991 following which a total of
1,732 investors, holding limited partnership interests equal to the entire
$20,000,000 offering of such partnership, were admitted as limited partners in
the Series C partnership. As of June 5, 1992 (the final date for admission of
its limited partners), Series D had held nineteen closings beginning September
13, 1991 and ending on June 5, 1992, following which a total of 3,054 investors,
holding limited partnership interests equal to the entire $40,000,000 offering
of such partnership, were admitted as limited partners in the Series D
partnership. As of August 6, 1993, Series E had held 27 closings beginning July
6, 1992 and including August 6, 1993, following which a total of 3,738 investors
which had subscribed for units in such partnership through July 31, 1993 (the
termination date of Series E's offering period) and which held limited
partnership interests equal to $61,041,150 out of the original $80,000,000
offering which was registered had been admitted as Limited Partners to the
Series E partnership. As of November 8, 1995, L.P. Six had held 41 closings
beginning March 31, 1994 and including November 8, 1995, following which a total
of 2,272 Limited Partners (exclusive of the Initial Limited Partner) with total
subscriptions for 383,857.12 Units ($38,385,712) out of the original
$120,000,000 offering which was registered had been admitted to the Partnership.
See Exhibit B--TABLE I. "EXPERIENCE IN RAISING AND INVESTING FUNDS."
The Prior Public Programs are all actively engaged in the ownership and
operation of Leases and Financing Transactions. As of March 31, 1996, the Prior
Public Programs had originated or acquired investments (stated in terms of their
respective original acquisition costs) as follows: Series A had acquired a total
of $6,033,973 of leased equipment (by original cost), $1,527,488 of financing
transactions (by original cost) and total investments of $7,561,461 (by original
cost). Series B had acquired a total of $61,423,473 leased equipment, $3,703,510
of financing transactions and total investments of $65,126,983; Series C had
acquired a total of $71,832,630 of leased equipment, $2,875,838 of financing
transactions and total investments of $68,956,792; Series D had acquired a total
of $102,627,122 of leased equipment, $7,860,332 of financing transactions and
total investments of $110,487,454; Series E had acquired a total of $197,736,209
of leased equipment, $13,959,456 of financing transactions and total investments
of $183,776,753; and L.P. Six had acquired a total of $110,929,234 of leased
equipment, $8,640,184 of financing transactions and total investments of
$119,569,418.
As of March 31, 1996, Series A had equipment under management (by original
cost of investment acquired less the total original cost of assets sold)
consisting of $577,131 of leases and $702,404 of financing transactions which
represents 45% and 55% of the original cost of investments acquired,
respectively. Series B had equipment under management (by original
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cost of investment acquired less the total original cost of assets sold)
consisting of $5,497,632 of leases and $356,290 of financing transactions which
represents 94% and 6% of the original cost of investments acquired,
respectively, Series C had equipment under management (determined as above)
consisting of $13,038,692 of leases and $1,793,644 of financing transactions
which represents 88% and 12% of the original cost of investments acquired,
respectively, Series D had equipment under management (determined as above)
consisting of $56,255,140 of leases and $4,430,439 of financing transactions
which represents 93% and 7% of the original cost of investments acquired,
respectively, Series E had equipment under management (determined as above)
consisting of $120,343,154 of leases and $11,359,773 of financing transactions
which represents 91% and 9% of the original cost of investments acquired,
respectively and L.P. Six had equipment under management (determined as above)
consisting of $107,512,155 of leases and $9,702,698 of financing transactions
which represents 92% and 8% of the original cost of investments acquired,
respectively.
The percentages and amounts of cash distributions which represented
investment income (after deductions for depreciation and amortization of initial
direct costs of its investments) and a return of capital (corresponding to a
portion of the depreciation deductions for the related equipment) for Series A
through L.P. Six for each year from their respective dates of formation through
March 31, 1996 are included in TABLE III of Exhibit B hereto ("Operating Results
of Prior Public Programs"). Certain additional investment information concerning
such Programs as of March 31, 1996 is also included in Tables I, II and V of
Exhibit B and in Table VI to the Registration Statement, as amended, of which
this Prospectus is a part.
Three of the Prior Public Programs, Series A, Series B and Series C
experienced unexpected losses in 1991-1992 as shown on TABLE III. Series A
experienced losses of $133,569 in 1992 primarily related to the bankruptcy of
Richmond Gordman Stores, Inc. Series B established a provision for bad debts in
1991 of $1,260,999 primarily relating to defaults by guarantors under asset
purchase contracts and, in addition, wrote down its investment in equipment
leases related to Financial News Network, Inc. and Data Broadcasting Services,
Inc. by $148,983 as a result of reported lessee fraud by those companies and
their eventual bankruptcy. In 1992, Series B wrote down its residual positions
by $506,690, $138,218 of which was related to the bankruptcy of Richmond Gordman
Stores, Inc. and $368,472 of which was related to rapid obsolescence of
equipment due to unexpected withdrawal of software support by the manufacturer.
Series C wrote-down its residual position in 1992 by $1,412,365 relating to the
bankruptcy of PharMor, Inc. which involved the reported misappropriation of
funds by the management of such company and the overstatement of inventory on
its audited financial statements. The Sponsor has taken certain steps which it
believes will permit Series A, Series B and Series C to recover such losses,
including the following: (1) foregone Administrative Expense reimbursements for
the period July 1, 1991 through September 30, 1993, to which it was otherwise
entitled in the amount of $34,961 (Series A), $697,463 (Series B) and $859,961
(Series C); (2) reduced the annual cash distribution rate to 9% effective
September 1, 1993 for Series A, B and C to make available additional funds for
supplemental reinvestments for each of such Programs; (3) deferred the Sponsor's
receipt of management fees effective September 1, 1993 (which deferrals for the
period September 1, 1993 through June 30, 1995 amount to $28,812 (Series A),
$315,408 (Series B) and $428,503 (Series C)); (4) effective January 1, 1994
reduced the management fees which Series A, Series B and Series C each pays to
the Sponsor to a flat rate of 2% and effective January 1, 1995 further reduced
the management fees which Series A pays to the Sponsor to a flat rate of 1%,
which fee reductions have resulted in decreases in expenses to such Programs for
the period January 1, 1994 to June 30, 1995 of $17,198 (Series A), $262,310
(Series B) and $325,766 (Series C); (5) effective January 31, 1994, converted
the variable rate borrowing facilities of Series A, B and C to fixed rate, term
loan financings in the original principal amounts of $720,000, $1,600,000 and
$1,500,000, respectively, to eliminate interest rate risk on the related
portions of such Programs' portfolios; (6) effective January 31, 1995, amended
the partnership agreement of Series A, by vote of a majority of its limited
partners to (a) extend the reinvestment period of Series A by not less than 2
nor more than 4 years, (b) authorize loans by the Sponsor to Series A under
certain conditions for a term in excess of twelve months and up to $250,000, and
(c) (as noted in clause (4), above) decrease the rate of management fees payable
by Series A to the Sponsor to a flat 1% of gross revenues from all of its leases
and financing transactions (pursuant to the amendments, the Sponsor, in February
and March 1995, lent $75,000 and $100,000, respectively, to Series A); and (7)
effective November 15, 1995, amended the Partnership Agreement of Series B, by
vote of a majority of its Limited Partners to (a) extend the reinvestment period
of Series B for up to four additional years and thereby delay the start and end
of the liquidation period, and (b) eliminate the obligation of Series B to pay
the General Partner $391,000 of the $518,000 of past and anticipated Management
Fees, and (c) limit past Management Fees payable by Series B to $127,000 and
require the General Partner to immediately pay such amount to Series B as an
additional capital contribution. The Sponsor subsequently elected to write off
such loans as of March 31, 1995 (see Note (4) of the Consolidated Financial
Statements of the Sponsor appearing on Page 119 of this Prospectus). There can
be no assurance that the forgoing steps will be successful in recovering the
full amount of the losses
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of Series A, Series B and Series C which are described in this paragraph. To the
extent such efforts are not successful and, as a result, Series A, Series B or
Series C do not earn sufficient amounts through their respective remaining
periods of operations to recoup such losses, any of such Programs so effected
would not be able to return all of its respective investors' capital.
The General Partner hereby agrees that it will provide the most recent Form
10-K for any of the Prior Public Programs, upon written request (with no fee but
with reimbursement of its actual out of pocket costs and expenses of copying and
mailing such Form 10-K) and provide copies of the exhibits to such Form 10-K for
a reasonable fee and with reimbursement of its actual out of pocket costs and
expenses of copying and mailing such exhibits to such Form 10-K."
Page 43, "OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES--Prior
Non-Public Programs" section, is amended by deleting the first paragraph in its
entirety and replacing it with the following:
"Certain subsidiaries of Soundview Leasing Co., Inc., an Affiliate of the
General Partner (see "MANAGEMENT"), sponsored and completed the sale of
securities for fifty-nine tax-advantaged investment programs (the "Prior
Non-Public Programs") between the years 1979 through 1985. All of such programs'
investment objectives are substantially dissimilar to those of the Prior Public
Programs of the Partnership."
Page 43, "STATUS OF THE OFFERING" section, is deleted in its entirety and
replaced with the following:
"As of June 15, 1996, 825 Limited Partners (exclusive of the Initial Limited
Partner) with total subscriptions for 150,784.6499 Units ($15,078,464.99) had
been admitted to the Partnership."
Page 45, "MANAGEMENT" section, is amended by the following:
1. Adding the following to the list of officers and directors of the General
Partner:
"Elizabeth A. Schuette Vice President and Lease Operations Director"
2. Increasing the age of each of the Officers and Directors by one year.
3. By deleting the title for Elizabeth A. Schuette and replacing it with the
following:
"Elizabeth A. Schuette - Vice President and Lease Operations Director"
Page 45-46, "MANAGEMENT--Other key management personnel include:" section, is
amended by the following:
1. By deleting "William F. Schuler-General Counsel" and the following biography
in its entirety.
2. Increasing the age of each of the other key management personnel by one year.
Page 46, "MANAGEMENT--Affiliates of the General Partner" section, is amended by
deleting the entire section in its entirety and replacing it with the following:
"ICON Securities Corp. and Soundview Leasing Co., Inc.
ICON Securities Corp., (the "Dealer-Manager"), is a New York corporation and
a wholly owned subsidiary of Soundview Leasing Co., Inc., the surviving company
as a consequence of a merger with International Consolidated Group, Inc., which
was formed in 1982 to manage the equity sales for investor programs sponsored by
its Affiliates. The Dealer-Manager is registered with the Securities and
Exchange Commission and is a member of the National Association of Securities
Dealers, Inc. and the Securities Investor Protection Corporation. ICON
Securities Corp. will act as the Dealer-Manager of the Offering.
Soundview Leasing Co., Inc. ("Soundview") is a New York corporation and the
parent of a number of wholly-owned subsidiaries, including the Dealer-Manager,
which were formed to sponsor, own, operate, and manage privately-offered
investment programs in specified leasing, finance and real estate investments,
and to sell equity interests in such programs.
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Of those subsidiaries, only the Dealer-Manager is intended to continue to engage
in any material on-going business activity after completion of operations of
those programs.
In the years from 1979 through 1986, Soundview and/or its subsidiaries
successfully syndicated the equity offering of 59 privately offered
tax-advantaged investment programs engaged in the equipment leasing and lease
finance businesses and three real estate leasing programs which in the aggregate
raised approximately $24.6 million of equity and invested the net funds raised
by such offerings in approximately $90 million of equipment, financing
transactions and reserves."
Page 48, "INVESTMENT OBJECTIVES AND POLICIES--Acquisition Policies and
Procedures" section, is amended by deleting the last paragraph in such section
and replacing it with the following:
"Any Net Offering Proceeds not used to make Investments or committed to
Reserves to the extent permitted to be treated as Investments (see "Reserves")
by November 9, 1997, within 24 months from the Effective Date of the Offering
(or, if later, within 12 months of receipt of Offering Proceeds) will be
returned pro rata to the Limited Partners based upon their respective number of
Units, without interest and without deduction for Front-End Fees. See "--Return
of Uninvested Net Proceeds.""
Page 48, "INVESTMENT OBJECTIVES AND POLICIES--Credit Review Procedures" section,
is amended by deleting the last sentence of the second paragraph and replacing
it with the following:
"As of the date of this Prospectus, the members of the Credit Committee are
Messrs. Beekman, DeRussy and Duggan and Mrs. Schuette, as well as Mr.
Christopher Cook, Credit Manager."
Page 60, "FEDERAL INCOME TAX CONSEQUENCES--Opinion of Tax Counsel" section, is
amended by deleting the last paragraph of such section and replacing it with the
following:
"As of the date of the opinion of Tax Counsel, no Equipment had been acquired
by the Partnership. Therefore, it was impossible at that time to opine on the
application of the tax law to the specific facts which would exist when a
particular item of Equipment was acquired and placed under lease. The issues on
which Tax Counsel declined to express an opinion, and the likely adverse federal
income tax consequences resulting from an unfavorable resolution of any of those
issues, are set forth below in the following subsections of this Section: "--
Allocations of Profits and Losses," "-- Tax Treatment of the Leases," "-- Cost
Recovery," and "-- Limitations on Cost Recovery Deductions.""
Page 60-61, "FEDERAL INCOME TAX CONSEQUENCES--Classification as a Partnership"
section, is amended by deleting the entire section and replacing it with the
following:
"The Partnership has not applied, and does not intend to apply, for a ruling
from the Service that it will be classified as a partnership and will not be
treated as an association taxable as a corporation for federal income tax
purposes.
The Partnership has received an opinion of Tax Counsel that, under current
federal income tax laws, case law and administrative regulations and published
rulings, the Partnership will be classified as a partnership and not as an
association taxable as a corporation. Unlike a tax ruling, however, an opinion
of Tax Counsel has no binding effect on the Service or official status of any
kind, and no assurance can be given that the conclusions reached in the opinion
would be sustained by a court if contested by the Service. In the absence of a
tax ruling, there can be no assurance that the Service will not attempt to treat
the Partnership as an association taxable as a corporation.
The opinion of Tax Counsel was based, in part, on representations of the
General Partner to the effect that: (1) the Partnership had been organized and
would be operated in substantial compliance with applicable state statutes
concerning limited partnerships, (2) the General Partner had and would maintain
throughout the life of the Partnership a net worth (not including its interests
in the Partnership or in other partnerships in which it is a general partner) at
all times equal to at least $1,000,000, (3) the Partnership's activities would
be conducted in accordance with the provisions of the Partnership Agreement; (4)
the interest of the General Partner in each material item of Partnership income,
gain, loss, deduction or credit would be equal to at least one percent of each
such item, except for temporary allocations, if any, required under Section
704(b) or (c) of the Code; and (5) neither the General Partner nor any person or
group of persons who has a direct or indirect interest in the General Partner
(by reason of direct or indirect stock ownership, a creditor-debtor relationship
or an
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employer-employee relationship, or otherwise) would at any time own,
individually or in the aggregate, more than one percent of the Units in the
Partnership.
For purposes of issuing advance rulings as to the tax status of a limited
partnership that has a corporation as its sole general partner, the Service has
set forth certain guidelines, including a net worth requirement for the general
partner. The General Partner did not at the time of the opinion of Tax Counsel
and currently does not satisfy the Service's net worth requirement for an
advance ruling. Accordingly, the Partnership would be unable to obtain an
advance ruling that it will be classified as a partnership for federal income
tax purposes. The Partnership's inability to satisfy the Service's advance
ruling guidelines did not affect Tax Counsel's opinion as to the classification
of the Partnership as a partnership for federal income tax purposes.
On May 10, 1996, the Service issued proposed regulations which would provide
a simplified elective regime for classifying certain business organizations as
partnerships or as associations taxable as a corporation. Under these simplified
rules, an entity such as the Partnership will be deemed to constitute a
partnership for federal income tax purposes unless it files an election to be
treated otherwise. Although these regulations are proposed to be effective only
for periods beginning on or after the date that final regulations are published,
they contain a transitional rule which provides that an existing entity's
claimed classification under the current rules will be respected for all periods
prior to this effective date if (i) the entity had a reasonable basis for its
claimed classification, (ii) the entity claimed the same classification for all
prior periods, and (iii) neither the entity nor any member was notified in
writing on or before May 8, 1996 that the entity's classification is under
examination. The Partnership believes that it has a reasonable basis for its
claimed partnership classification for federal income tax purposes, and has
consistently claimed the same classification for all periods of its existence.
Further, the Partnership has not been notified that such classification is under
examination, and is not aware of any of the Partners having received such
notice. Accordingly, it appears that this transitional rule, if ultimately
adopted in final regulation form, will apply to the Partnership.
If the Partnership is or at any time hereafter becomes taxable as a
corporation, it would be subject to federal income tax at the tax rates and
under the rules applicable to corporations generally. The major consequences of
being treated as a corporation would be that Partnership losses would not be
passed through to the Partners, and Partnership income could be subject to
double tax. Corporations are required to pay federal income taxes on their
taxable income and corporate distributions are taxable to investors at ordinary
income tax rates to the extent of the corporation's earnings and profits and are
not deductible by the corporation in computing its taxable income. If the
Partnership at any time is taxable as a corporation, and particularly should
that occur retroactively, the effects of corporate taxation could have a
substantial adverse effect on the after-tax investment return of investors.
Furthermore, a change in the tax status of the Partnership from a partnership to
an association taxable as a corporation would be treated by the Service as
involving an exchange. Such an exchange may give rise to tax liabilities for the
Limited Partners under certain circumstances (e.g., if the Partnership's debt
exceeds the tax basis of the Partnership's assets at the time of such exchange)
even though they might not receive cash distributions from the Partnership to
cover such tax liabilities."
Page 61-62, "FEDERAL INCOME TAX CONSEQUENCES--Publicly Traded Partnerships"
section, is amended by deleting the entire section and replacing it with the
following:
"Certain limited partnerships may be classified as publicly traded
partnerships ("PTPs"). If a partnership is classified as a PTP (either at
inception or as a result of subsequent events) and derives less than 90% of its
gross income from qualified sources (such as interest and dividends, rents from
real property and gains from the sale of real property) it will be taxed as a
corporation. A PTP is defined as any partnership in which interests are traded
on an established securities market or are readily tradeable on a secondary
market or the substantial equivalent of such market. Units in the Partnership
are not currently traded on an established securities market (and the General
Partner does not intend to list the Units on any such market). Units are also
not readily tradeable on a secondary market nor are they expected to be in the
future. Therefore, the Partnership will be a PTP only if the Units become
"readily tradeable on the substantial equivalent of a secondary market."
Limited partnership interests may be "readily tradeable" if they are
regularly quoted by persons who are making a market in the interests or if
prospective buyers and sellers of the interests have a readily available,
regular and ongoing opportunity to buy, sell or exchange interests in a market
that is publicly available, in a time frame which would be provided by a market
maker, and in a manner which is comparable, economically, to trading on an
established securities market. Limited
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<PAGE>
partnership interests are not "readily tradeable" merely because a general
partner provides information to partners regarding partners' desires to buy or
sell interests to each other or if it arranges occasional transfers between
partners.
The Service has provided certain safe harbor tests relating to PTP status in
Internal Revenue Service Notice 88-75. If the trading of interests in a
partnership falls into one of the safe harbor tests, then interests in the
partnership will not be considered to be traded on a substantial equivalent of a
secondary market and the partnership will not be treated as a PTP. Safe harbor
tests include the "5% safe harbor" test and the "2% safe harbor" test. A
partnership satisfies the "5% safe harbor" test if the partnership interests
that are sold or otherwise disposed of during the taxable year do not exceed 5%
of the total interests in partnership capital or profits. Certain transfers
("Excluded Transfers") are disregarded for the purpose of determining whether
interests in a partnership are to be considered readily tradeable on a secondary
market or the substantial equivalent thereof and are therefore excluded from the
"5% safe harbor" test, including transfers at death, transfers between certain
family members and block transfers (i.e., transfers by a single partner within a
30-day period of interests representing in the aggregate more than 5% of the
total interests in partnership capital or profits). In the case of the "2% safe
harbor" test, annual transfers of interests may not exceed 2% of the total
partnership capital or profits. In addition to Excluded Transfers, for the "2%
safe harbor" test, transfers pursuant to a "matching service" are not counted.
"Matching service" transfers include (1) a notice to potential buyers of the
availability of partnership interests if the sale of such interest is delayed at
least 15 days after the date the matching service is advised of such
availability (the "contact date"); (2) closing of a sale does not occur prior to
45 days after the contact date; (3) information relating to interests for sale
is removed from the matching service within 120 days after the contact date; (4)
once removed, an investor's interest is not re-entered into the matching service
for at least 60 days; and (5) the total partnership interests sold or disposed
of (other than Excluded Transfers) during the taxable year do not exceed 10% of
the total interests in partnership capital and profits. A failure to satisfy one
of the specified safe harbor tests does not give rise to a presumption that
interests are readily tradeable on a secondary market or the substantial
equivalent thereof.
On November 29, 1995, the Service issued final regulations relating to the
definition of a PTP which would (1) modify the safe harbor tests relating to PTP
status which are contained in Internal Revenue Service Notice 88-75 and (2)
provide other guidance on the circumstances under which interests in a
partnership will be treated as publicly traded. Although these regulations are
generally effective for taxable years beginning after December 31, 1995, this
effective date is postponed for partnerships, such as the Partnership, that were
actively engaged in an activity before December 4, 1995 to the partnership's
first taxable year beginning after December 31, 2005 (or, if earlier, the
partnership's first taxable year beginning on or after it adds a substantial new
line of business after December 4, 1995). Partnerships that qualify for this
postponed effective date may continue to rely on the provisions of Notice 88-75
for taxable years prior to the effective date of the final regulations.
In lieu of the 5% and 2% safe harbors contained in Notice 88-75, the final
regulations provide a more limited de minimis trading exclusion. The final
regulations provide that interests in a partnership are not readily tradable on
a secondary market or the substantial equivalent thereof if the sum of the
percentage interests in partnership capital or profits transferred during the
taxable year of the partnership does not exceed 2 percent of the total interests
in partnership capital or profits. Like notice 88-75, the final regulations
provide a list of excluded transfers that are disregarded in determining whether
interests in a partnership are readily tradeable on a secondary market or the
substantial equivalent thereof and, thus, for the purpose of applying this 2%
safe harbor. In addition, the final regulations contain a qualified matching
service exclusion that is similar to the matching service exclusion set forth in
Notice 88-75 but contain certain modifications designed to prevent a qualified
matching service from operating as the substantial equivalent of a secondary
market.
In the opinion of Tax Counsel, the Partnership will not be treated as a PTP.
For the purpose of this opinion, Tax Counsel has received a representation from
the General Partner that the Units will not be listed on a securities exchange
or NASDAQ and that, acting in accordance with Section 10.2(c) of the Partnership
Agreement, the General Partner will refuse to permit any assignment of Units
which violates the "safe harbor" tests described above. See "TRANSFER OF
UNITS--Restrictions on the Transfer of Units."
If the Partnership were classified as a PTP it would be treated for federal
income tax purposes as an association taxable as a corporation unless 90% or
more of its income were to come from the "qualified sources" discussed above.
The business of the Partnership will be the leasing and financing of personal
(not real) property. Thus, its income would not be from such qualified sources.
The major consequences of being treated as a corporation would be that
Partnership losses would not be passed through to the Partners, and Partnership
income could be subject to double tax. Corporations are required to pay federal
income taxes on their taxable income and corporate distributions are taxable to
investors at ordinary income tax rates
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to the extent of the corporation's earnings and profits and are not deductible
by the corporation in computing its taxable income. If the Partnership at any
time is taxable as a corporation, and particularly should that occur
retroactively, the effects of corporate taxation could have a substantial
adverse effect on the after-tax investment return of investors. Furthermore, a
change in the tax status of the Partnership from a partnership to an association
taxable as a corporation would be treated by the Service as involving an
exchange. Such an exchange may give rise to tax liabilities for the Limited
Partners under certain circumstances (e.g., if the Partnership's debt exceeds
the tax basis of the Partnership's assets at the time of such exchange) even
though they might not receive cash distributions from the Partnership to cover
such tax liabilities. See "-- Classification as a Partnership" and "-- Sale or
Other Disposition of Partnership Interest" in this Section."
Page 64, "FEDERAL INCOME TAX CONSEQUENCES--Allocations of Profits and Losses"
section, is amended by deleting the eighth paragraph in its entirety and
replacing it with the following:
"The tax benefits of investment in the Partnership are largely dependent on
the Service's acceptance of the allocations provided under the Partnership
Agreement. The allocations in the Partnership Agreement are designed to have
"substantial economic effect." However, because the substantiality of an
allocation having economic effect depends in part on the interaction of such
allocation with the taxable income and losses of the Partners derived from other
sources, Tax Counsel could render no opinion on whether the allocations of
Partnership income, gain, loss, deduction or credit (or items thereof) under the
Partnership Agreement will be recognized, and no assurance can be given that the
Service will not challenge those allocations on the ground that they lack
"substantial economic effect." If, upon audit, the Service took the position
that any of those allocations should not be recognized and that position was
sustained by the courts, the Limited Partners could be taxed upon a portion of
the income allocated to the General Partner and all or part of the deductions
allocated to the Limited Partners could be disallowed."
Page 65, "FEDERAL INCOME TAX CONSEQUENCES--Deductibility of Losses: Passive
Losses, Tax Basis and "At Risk" Limitation--Tax Basis section, is amended by
deleting the first paragraph in its entirety and replacing it with the
following:
"A Limited Partner's initial tax basis in his Partnership interest will be
his capital contribution to the Partnership (i.e., the price he paid for his
Units) plus his share of Partnership indebtedness as to which no Partner is
personally liable. His tax basis will then be increased (or decreased) by his
share of income (or loss) and by his share of any increase (or decrease) of
Partnership indebtedness as to which no Partner is personally liable, and
reduced by the amount of any cash distributions. A Limited Partner may only
deduct his allocable share of Partnership losses, if any, to the extent of his
basis in his Partnership interest."
Page 68, "FEDERAL INCOME TAX CONSEQUENCES--Deferred Payment Losses" section, is
amended by deleting the second paragraph in its entirety and replacing it with
the following:
"On June 3, 1996, the Service issued proposed regulations under Section 467
prescribing the manner in which these rules are to be applied, and extending
similar principles to situations involving prepaid rentals and other situations
where the amount paid under a lease agreement for the use of property decreases
during the term of the agreement. These regulations are generally proposed to be
effective for rental agreements entered into after the date such regulations are
published as final regulations in the Federal Register. With respect to
disqualified leasebacks and certain long-term agreements, however, the
regulations are currently proposed to be effective for rental agreements entered
into after June 3, 1996."
The Partnership may enter into transactions which will subject it to these
provisions. The application of such provisions could result in a mismatching of
income recognition by the Partnership and corresponding cash flow."
Page 68, "FEDERAL INCOME TAX CONSEQUENCES--Sale or Other Disposition of
Partnership Property" section, is amended by deleting the first and second
paragraphs and replacing them with the following:
"An individual's net long-term capital gains are taxed at 28% under current
law while the maximum tax rate for ordinary income is 39.6%. For corporations,
the highest maximum tax rate for both capital gains and ordinary income is 35%."
Because of the different individual tax rates for net long-term capital gains
and ordinary income, the Internal Revenue Code provides various rules concerning
the characterization of income as ordinary or capital and for distinguishing
between
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<PAGE>
long-term and short-term gains and losses. The distinction between ordinary
income and capital gains continues to be relevant for other purposes as well.
For example, the amount of capital losses which an individual may offset against
ordinary income is limited to $3,000 ($1,500 in the case of a married individual
filing separately).
Page 72, "FEDERAL INCOME TAX CONSEQUENCES--Alternative Minimum Tax" section, is
amended by deleting the third paragraph of such section and replacing it with
the following:
"The principal "tax preference" items which must be added to taxable income
for AMT purposes include the following: (1) the excess of depletion over the
adjusted basis of the property at the end of the year, (2) the excess of
intangible drilling costs over 65% of net oil and gas income, (3) the excess of
the reserve for bad debt deductions over the deduction that would have been
allowable based on actual experience and (4) private activity bond interest."
Page 72-73, "FEDERAL INCOME TAX CONSEQUENCES--Maximum Individual Tax Rates"
section, is amended by deleting the paragraph in its entirety and replacing it
with the following:
"The federal income tax on individuals applies at a 15%, 28%, 31% and 36%
rate. In addition, the Code imposes a 10% surtax on taxable income in excess of
$250,000 ($125,000 for married individuals filing separately), which raises the
tax rate for taxpayers in this bracket to 39.6%. The personal exemption, which
is $2,500 for 1996, is reduced by 2% for each $2,500 by which an individual's
adjusted gross income exceeds $150,000 for joint returns, $125,000 for heads of
household, $100,000 for single taxpayers, and $75,000 for married persons filing
separately. An individual is required to reduce the amount of certain of his
otherwise allowable itemized deductions by 3% of the excess of his adjusted
gross income over $100,000 or $50,000 in the case of married taxpayers filing
separately. The dollar figures set forth in this paragraph are subject to
appropriate adjustment to reflect post-1991 inflation."
Page 78, "CAPITALIZATION" section, is amended by the following:
1. By deleting the first paragraph and the table below it and replacing it with
the following:
"The capitalization of the Partnership as of the date of this Prospectus and
as adjusted to reflect the sale of the Minimum and Maximum Offering of Units is
as follows:
As of
November 9, Minimum Offering Maximum Offering
1995 (1) (12,000 Units) (1,000,000 Units)
General Partner's
Capital Contribution(1) $ 1,000 $ 1,000 $ 1,000
Limited Partner's
Capital Contribution(2) 1,000(1) 1,200,000 100,000,000
----- --------- -----------
Total Capitalization $ 2,000 $ 1,201,000 $100,001,000
Less Estimated
Organizational and
Offering Expenses(3) - (162,000) (13,500,000)
---------- -------------- --------------
Net Capitalization $ 2,000 $ 1,039,000(2) $ 86,501,000(2)
============ ============== ==============
2. By deleting Footnote 2 in its entirety and replacing it with the following:
"(2)On January 19, 1996 (the "Initial Closing Date"), the Original Limited
Partner withdrew from the Partnership and received a return of his
original Capital Contribution. The Partnership began operations as of
January 19, 1996 with initial capitalization of $2,280,828 (after payment
of Sales Commissions, Underwriting Fees and O & O Expense Allowance
totalling $355,967--or 13.5% of Gross Offering Proceeds)."
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Page 79, "MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION--Liquidity and Capital
Resources" section, is amended by deleting the entire section and replacing it
with the following:
"As discussed above in footnote (2) under "CAPITALIZATION," the Partnership
began its operations upon the Initial Closing Date of January 19, 1996 with
limited funds. As of June 15, 1996, $729,420 of net offering proceeds (after
payment of Sales Commissions, Underwriting Fees and O & O Expense Allowance
totalling $113,840--or 13.5% of Gross Offering Proceeds) had become available to
the Partnership from Closings held through June 15, 1996, and consequently, only
a portion of the capital anticipated to be raised by the Partnership through the
public offering of Units is available on the date of this Prospectus. The
Partnership plans to raise funds from investors by means of this Offering, and
then to use approximately 75% of Gross Offering Proceeds (inclusive of 1% of
such proceeds to established as a Reserve) together with indebtedness in at
least an equal amount to invest in Equipment and Financing Transactions. That
is, the Partnership's total Purchase Price (exclusive of Acquisition Fees) of
Equipment and Financing Transactions is expected to average approximately 150.0%
of Gross Offering Proceeds (although as much as 415.0% of Gross Offering
Proceeds could be invested using the maximum permitted leverage of 80%). (See
"SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS").
Pending investment in Equipment and Financing Transactions, the Net Offering
Proceeds of this Offering will be held in short-term, liquid investments. The
Partnership intends to establish a working capital reserve (the "Reserve") of
approximately 1% of the Gross Offering Proceeds, which amount the General
Partner believes should be sufficient to satisfy the Partnership's general
liquidity requirements. However, liquidity could be adversely affected by
unanticipated operating costs or losses. To the extent that the Reserve is
insufficient to satisfy future cash requirements of the Partnership, the General
Partner expects that additional funds would be obtained from bank loans,
short-term loans from the General Partner, and Cash from Sales of Equipment and
Financing Transactions.
Following completion of the Minimum Offering of 12,000 Units, the proceeds of
Units sold to Limited Partners admitted at the Initial Closing were released to
the Partnership from the Escrow Account (and at subsequent Closings, from the
Partnership's subscription account), and applied to the payment or reimbursement
of Underwriting Fees, Sales Commissions and the O & O Expense Allowance, leaving
estimated Net Offering Proceeds available for investment in Equipment and
Financing Transactions, payment of Acquisition Fees of approximately 86.5% of
the Gross Offering Proceeds (unless Commission Loans equal to 8.0% of Gross
Offering Proceeds are obtained at such Closing(s), in which case Net Offering
Proceeds and Commission Loan proceeds totaling approximately 94.5% of Gross
Offering Proceeds would be available for such purposes). The Partnership's funds
available for Investments and to meet its capital needs are expected to undergo
major fluctuations during the initial period of operations of up to twenty-four
(24) months while this Offering is proceeding and during the period (expected to
be completed no later than six (6) months thereafter) during which the
Partnership's funds are being invested in Equipment and Financing Transactions.
During the balance of its operating period, except for infusions of Cash From
Operations and Cash From Sales and reinvestment of such funds in additional
Equipment and Financing Transactions, the capital needs and resources of the
Partnership are expected to be relatively stable. For information concerning the
anticipated use of proceeds from the sale of Units, see "SOURCES AND USES OF
OFFERING PROCEEDS AND RELATED INDEBTEDNESS" and "INVESTMENT OBJECTIVES AND
POLICIES.""
Page 79, "MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION--Operations" section,
is amended by deleting the first paragraph in its entirety and replacing it with
the following:
"The Partnership was formed in May 1995 and commenced operations on January
19, 1996. During this period commencing with the Initial Closing Date and
continuing throughout the Reinvestment Period, the Partnership has been and will
be in active operation. The operations of the Partnership will consist primarily
of the ownership and leasing of the Equipment and to a lesser degree, making and
managing the Financing Transactions. See "INVESTMENT OBJECTIVES AND POLICIES.""
Page 81, "SUMMARY OF THE PARTNERSHIP AGREEMENT--Capital Contributions" section,
is amended by deleting the second paragraph in its entirety and replacing it
with the following:
"Original Limited Partner. The Original Limited Partner had made a capital
contribution of $1,000 to the Partnership in exchange for ten (10) Units then
representing a 99% Partnership Interest. On the Initial Closing Date, the
Original Limited Partner withdraw from the Partnership, his capital contribution
of $1,000 was returned to him in full and his original
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Partnership Interest of ten (10) Units was retired upon the admission of
additional Limited Partners."
Page 92-93, "PLAN OF DISTRIBUTION--Segregation of Subscription Payments"
section, is amended by deleting the entire section in its entirety and replacing
it with the following:
"As soon as possible after the receipt and acceptance by the Partnership of
subscriptions pending each Closing, the Partnership will admit as Limited
Partners all subscribers whose subscriptions have been received and accepted by
the Partnership and the funds representing such subscriptions will be released
from the Partnership's segregated subscription account to the Partnership.
Thereafter, funds received through the Termination Date will be deposited in the
Partnership's segregated subscription account.
The General Partner will promptly accept or reject subscriptions for Units
after its receipt of a prospective investor's Subscription Documents and
subscription funds. Subsequent to the Initial Closing Date, it is anticipated
that Closings will be held not less frequently than twice monthly (on the
fifteenth and last day of each month) and as frequently as once a week (provided
the number of Units subscribed for is sufficient to justify the burden and
expense of a Closing). Thereafter subscription payments would continue to be
deposited with the Bank of New York (NJ) (or another banking institution named
by the General Partner) in a special, segregated, subscription account of the
Partnership which will be maintained during the Offering Period for the receipt
and investment of subscription payments. At each Closing, the Partnership will
admit as Limited Partners, effective as of the next day, all subscribers whose
subscriptions have been received and accepted by the Partnership and who are
then eligible to be admitted to the Partnership and the funds representing such
subscriptions will be released from the Partnership's segregated subscription
account to the Partnership.
Interest earned, if any, on subscription funds of subscribers who are
accepted and admitted to the Partnership will be remitted to the subscribers by
the General Partner as soon as practicable after their admission, and shall be
calculated to reflect the length of time each subscribers funds were held in the
Partnership's segregated subscription account, prior to their admission."
Page 93-94, "INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES--State Requirements Concerning Minimum Investor Net
Worth/Income--Minimum Investment" section, is amended by deleting the paragraph
in its entirety and replacing it with the following:
"Minimum Investment. All Investors other than Qualified Plans and IRAs: The
minimum number of Units an investor may purchase is 25 Units (other than
residents of Nebraska, for whom the minimum investment is 50 Units). Qualified
Plans and IRAs: The minimum number of Units which a Qualified Plan or an IRA may
purchase is 10 Units (except for Qualified Plans and IRAs established by
residents of the following states: Arizona, Indiana, Maine, Massachusetts,
Michigan, Minnesota, Mississippi, Missouri, New Mexico, North Carolina,
Oklahoma, Pennsylvania, South Dakota, Tennessee, Texas and Washington (for which
the minimum investment is 20 Units) and Iowa (for which the minimum IRA account
investment is 25 Units))."
Page 94, "INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION
PROCEDURES--State Requirements Concerning Minimum Investor Net
Worth/Income--Certain State Requirements" section, is amended by deleting the
first three paragraphs in their entirety and replacing them with the following:
"Certain State Requirements. Suitability. The following States have
established more stringent investor suitability standards than those established
by the Partnership: Alabama, Arizona, Arkansas, California, Indiana, Iowa,
Kansas, Maine, Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Nebraska, New Jersey, New Mexico, North Carolina, Ohio, Oklahoma, Oregon,
Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,
Washington, Wisconsin and Wyoming. Units will only be sold to residents of such
jurisdictions who meet such more stringent standards. Any proposed transferee of
a Unit who is a resident of such States must also meet such suitability
standards.
Residents of the States of Alabama, Arizona, Arkansas, California, Indiana,
Kansas, Maine, Mississippi, Nebraska, New Mexico, Ohio, Oklahoma, Oregon,
Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,
Washington and Wisconsin must have (i) both (A) a net worth of not less than
$45,000 (determined exclusive of the net fair market value of (a) his or her
home, (b) home furnishings and (c) personal automobiles) and (B) $45,000 of
annual gross
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<PAGE>
income; or (ii) a net worth of at least $150,000 (determined as above) and a
subscriber (or fiduciary acting on his, her or its behalf).
Residents of the States of Iowa, Massachusetts, Michigan, Minnesota,
Missouri, New Jersey and North Carolina must have either (a) annual gross income
of $60,000 plus a net worth of $60,000 or (b) a net worth of at least $225,000."
Page 98, "INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION
PROCEDURES--How to Subscribe" section, is amended by deleting the second
paragraph in its entirety and replacing it with the following:
"Since subscriptions for the Minimum Offering of 12,000 Units have been
received by the Partnership, and the escrow condition has been completed, all
Subscription Agreements must be accompanied by a check made payable to "ICON
Cash Flow Partners L.P. Seven"."
Page 99, "INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION
PROCEDURES--Admission of Partners; Closings" section, is amended by adding the
following sentence at the end of such section:
"Any subscriber who is a resident of the Commonwealth of Massachusetts and who
has been admitted as a Limited Partner of the Partnership within five (5)
business days following the date he or she receives a copy of the Prospectus (as
evidenced by his or her signature on the Subscription Agreement or a separate
receipt for the Prospectus) may, by giving written notice to the General Partner
or Dealer-Manager within such five (5) day period, rescind his or her
subscription and shall receive a prompt refund of his or her subscription plus
simple interest at 8% per annum from the date such subscription was received by
the Partnership until returned to such subscriber less distributions, if any,
made to such subscriber from the Escrow Account and the Partnership."
Page 100, "EXPERTS" section, is amended by deleting the paragraph in its
entirety and replacing it with the following:
"The audited financial statements of ICON Cash Flow Partners L.P. Seven as of
March 31, 1996 and December 31, 1995 and for the three months ended March 31,
1996 and for the period May 23, 1995 (date of inception) to December 31, 1995,
and the audited financial statements of ICON Capital Corp. as of March 31, 1996
and 1995 and for each of the years then ended, have been included herein in
reliance upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, appearing elsewhere herein, upon the authority of said firm as
experts in accounting and auditing."
Page 100, "FINANCIAL STATEMENTS" section, is amended by deleting the paragraph
in its entirety and replacing it with the following:
"The audited financial statements of ICON Cash Flow Partners L.P. Seven as of
March 31, 1996 and December 31, 1995 and for the three months ended March 31,
1996 and for the period May 23, 1995 (date of inception) to December 31, 1995,
and the audited financial statements of ICON Capital Corp. as of March 31, 1996
and 1995 and for each of the years then ended are included herein.
Notwithstanding the inclusion of the General Partner's financial statements,
purchasers of the Units offered hereby should be aware that they are not thereby
purchasing an interest in ICON Capital Corp. or in any of its Affiliates or in
any Prior Public Program."
The Third Amended and Restated Agreement of Limited Partnership which appears as
Exhibit A to the Prospectus is amended as follows:
Page A-6, Section 5.3(h) "PARTNERS AND CAPITAL--Limited Partners" is amended by
adding the following sentence to the end of such section:
"Any subscriber who is a resident of the Commonwealth of Massachusetts and who
has been admitted as a Limited Partner of the Partnership within five (5)
business days following the date he or she receives a copy of the Prospectus (as
evidenced by his or her signature on the Subscription Agreement or a separate
receipt for the Prospectus) may, by giving written notice
Page 15
<PAGE>
to the General Partner or Dealer-Manager within such five (5) day period,
rescind his or her subscription and shall receive a prompt refund of his or her
subscription plus simple interest at 8% per annum from the date such
subscription was received by the Partnership until returned to such subscriber
less distributions, if any, made to such subscriber from the Escrow Account and
the Partnership."
Page A-29 to A-30, Section 12.2(c) and (d) "FISCAL MATTERS--Maintenance of and
Access to Basic Partnership Documents" is amended by deleting those sections in
their entirety and replacing them with the following:
(c) A copy of the Participant List shall be mailed to any Limited Partner
making written request for the Participant List within ten (10) days of such
request (or, if later, within seven (7) days of the Partnership's receipt of
such request); provided that the General Partner may request, and shall be
entitled to first receive, (i) reimbursement of the reasonable cost of copying
and mailing of the Participant List to the Limited Partner, and (ii) a
representation from such Limited Partner that the Participant List is not being
requested for a commercial purpose unrelated to such Limited Partner's interest
as a Limited Partner relative to the affairs of the Partnership. The purposes
for which a Limited Partner may request a copy of the Participant List include,
without limitation, matters relating to the Limited Partners' voting rights
under this Agreement and the exercise of Limited Partners' proxy rights under
federal or state securities laws.
(d) If the General Partner refuses or neglects to (i) permit a Limited
Partner or his duly authorized representative to examine the Participant List
(as provided in Paragraph (b) of this Section 12.2) or (ii) produce and mail a
copy of the Participant List within ten (10) days after such request (or, if
later, within seven (7) days of the Partnership's receipt of the applicable
Limited Partner's written request) (as provided in Paragraph (c) of this Section
12.2), the General Partner shall be liable to such Limited Partner for the
costs, including attorneys' fees, incurred by such Limited Partner to compel
production of the Participant List, and for the actual damages suffered by such
Limited Partner by reason of such refusal or neglect; provided, that it shall be
a defense to liability under this clause (d) that (x) the requesting Limited
Partner has failed or refused to make the representation described in clause
(c)(ii) of this Section 12.2 after being requested to do so by the General
Partner or (y) the actual purpose and reason for such Limited Partner's requests
for inspection or for a copy of the Participant List is to secure such List for
the purpose of (1) selling, or reproducing and selling, such List or any portion
of the information contained therein, or (2) using such List or any of such
information for a commercial purpose other than in the interest of the Limited
Partner relative to the affairs of the Partnership. The remedies provided under
this Section 12.2 to Limited Partners requesting copies of the Participant List
are in addition to, and shall not in any way limit, other remedies available to
Limited Partners under federal law or the laws of any state.
Page 16
<PAGE>
INDEX TO FINANCIAL STATEMENTS AND GENERAL PARTNER'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ICON Cash Flow Partners L.P. Seven
Financial Statements - March 31, 1996 and December 31, 1995
Independent Auditors' Report F-4
Balance Sheets at March 31, 1996 and December 31, 1995 F-5
Statement of Operations for the Three Months Ended March 31, 1996 F-6
Statements of Changes in Partners' Equity for the Three Months
Ended March 31, 1996 and the Period from May 23, 1995
(date of inception) to December 31, 1995 F-7
Statements of Cash Flows for the Three Months Ended March 31, 1996
and For the Period from May 23, 1995 (date of inception) to
December 31, 1995 F-8
Notes to Financial Statements F-9
General Partner's Discussion and Analysis of Financial Condition and
Results of Operations F-14
ICON Capital Corp.
Financial Statements - March 31, 1996 and 1995
Independent Auditors' Report F-16
Balance Sheets at March 31, 1996 and 1995 F-17
Statements of Income for the Years Ended March 31, 1996 and 1995 F-18
Statements of Changes in Stockholders' Equity for the
Years Ended March 31, 1996 and 1995 F-19
Statements of Cash Flows for the Years ended March 31, 1996 and 1995 F-20
Notes to Financial Statements F-21
F-1
<PAGE>
[THIS PAGE INTENIONALLY LEFT BLANK]
<PAGE>
ICON Cash Flow Partners L.P. Seven
Financial Statements
March 31, 1996 and December 31, 1995
(With Independent Auditors' Report Thereon)
F-3
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
ICON Cash Flow Partners L.P. Seven
We have audited the accompanying balance sheets of ICON Cash Flow Partners L.P.
Seven (a Delaware limited partnership) as of March 31, 1996 and December 31,
1995 and the related statement of operations for the three months ended March
31, 1996, and the related statements of changes in partners' equity and cash
flows for the three months ended March 31, 1996 and for the period from May 23,
1995 (date of inception) to December 31, 1995. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ICON Cash Flow Partners L.P.
Seven as of March 31, 1996 and December 31, 1995 and the results of its
operations for the three months ended March 31, 1996, and cash flows for the
three months ended March 31, 1996 and for the period from May 23, 1995 (date of
inception) to December 31, 1995 in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
June 21, 1996
New York, New York
F-4
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Balance Sheets
March 31, December 31,
1996 1995
---- ----
Assets
Cash ............................................ $ 6,765,750 $ 2,000
Cash in escrow .................................... -- 1,348,143
----------- -----------
6,765,750 1,350,143
----------- -----------
Investment in finance leases
Minimum rents receivable ....................... 4,469,238 --
Estimated unguaranteed residual values ......... 605,943 --
Initial direct costs ........................... 130,127 --
Unearned income ................................ (655,789) --
----------- -----------
4,549,519 --
----------- -----------
Investment in financings
Receivables due in installments ................ 323,594 --
Initial direct costs ........................... 7,403 --
Unearned income ................................ (75,224) --
----------- -----------
255,773 --
----------- -----------
Other assets ...................................... 163,295 --
----------- -----------
Total assets $ .................................... 11,734,337 $ 1,350,143
=========== ===========
Liabilities and Partners' Equity
Notes payable - non-recourse $ .................... 3,630,043 $ --
Accounts payable to General Partner
and affiliates, net ............................ 253,949 --
Accounts payable - other .......................... 151,433 --
Subscriptions pending admission ................... -- 1,348,143
----------- -----------
4,035,425 1,348,143
----------- -----------
Commitments and Contingencies
Partners' equity
General Partner ................................ 575 1,000
Limited partners (89,485.60 and 0 units
outstanding, $100 per unit original
issue price in 1996 and 1995, respectively) .. 7,698,337 1,000
----------- -----------
Total partners' equity ....................... 7,698,912 2,000
----------- -----------
Total liabilities and partners' equity $ .......... 11,734,337 $ 1,350,143
=========== ===========
See accompanying notes to financial statements.
F-5
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Statement of Operations
For the Three Months Ended March 31, 1996
Revenues
Finance income .................................. $49,350
Interest income and other ....................... 25,785
Total revenues .................................. 75,135
Expenses
Interest ........................................ 34,897
Management fees - General Partner ............... 13,436
Amortization of initial direct costs ............ 9,237
Administrative expense
reimbursements - General Partner .............. 5,898
General and administrative ...................... 4,808
Total expenses .................................. 68,276
Net income ......................................... $ 6,859
=======
Net income allocable to:
Limited partners ................................ $ 6,790
General Partner ................................. 69
-------
$ 6,859
Weighted average number of limited
partnership units outstanding ................... 44,819
Net income per weighted average
limited partnership unit ........................ $ .15
=======
See accompanying notes to financial statements.
F-6
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Three Months Ended March 31, 1996
and the Period from May 23, 1995 (date of inception)
to December 31, 1995
<TABLE>
Limited Partner Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
(Per weighted average unit)
<S> <C> <C> <C> <C> <C>
Initial partners'
capital contribution
- May 23, 1995 $ 1,000 $ 1,000 $ 2,000
------------- --------- -------------
Balance at
December 31, 1995 1,000 1,000 2,000
Refund of initial
limited partners'
capital contribution (1,000) - (1,000)
Proceeds from issuance
of limited partnership
units (89,485.60 units) 8,948,560 - 8,948,560
Sales and
offering expenses (1,208,056) - (1,208,056)
Cash distributions
to partners $ .94 $ .15 (48,957) (494) (49,451)
Net income 6,790 69 6,859
----------- ----- --------
Balance at
March 31, 1996 $ 7,698,337 $ 575 $ 7,698,912
============= ========= =============
</TABLE>
See accompanying notes to financial statements.
F-7
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Period
from
May 23, 1995
(date of
Three Months inception)
Ended to
March 31,1996 December 31,
1995
Cash flows from operating activities:
Net income $ 6,859 ............................ $ --
----------- -----------
Adjustments to reconcile net income to
net cash provided by operating activities:
Finance income portion of
receivables paid directly
to lenders by lessees .................... (44,661) --
Amortization of initial direct costs ....... 9,237 --
Interest expense on non-recourse
financing paid directly by lessees ....... 34,897 --
Collection of principal
- non-financed receivables ............... 9,966 --
Change in operating assets and liabilities:
Accounts payable to General Partner
and affiliates, net ................... 253,949 --
Accounts payable - other ................ 151,433 --
Other assets ............................ (163,295) --
Other, net .............................. (1,441) --
----------- -----------
Total adjustments ....................... 250,085 --
----------- -----------
Net cash provided by operating activities 256,944 --
----------- -----------
Cash flows from investing activities:
Equipment and receivables purchased ........... (1,036,480) --
Initial direct costs .......................... (146,767) --
----------- -----------
Net cash used in investing activities ... (1,183,247) --
----------- -----------
Cash flows from financing activities:
Issuance of limited partnership units,
net of offering expenses .................... 7,740,504 --
Cash distributions to partners ................ (49,451) --
Refund of initial limited partners'
capital contribution ........................ (1,000) --
Initial limited and general partner
capital contributions ....................... -- 2,000
----------- -----------
Net cash provided by financing activities 7,690,053 2,000
----------- -----------
Net increase in cash ............................ 6,763,750 2,000
Cash at beginning of period ..................... 2,000 --
----------- -----------
Cash at end of period $ 6,765,750 $ ............. 2,000
=========== ===========
See accompanying notes to financial statements.
F-8
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
Supplemental Disclosure of Cash Flow Information
For the three months ended March 31, 1996 and for the period from May 23,
1995 (date of inception) to December 31, 1995, non-cash activities included the
following:
For the Period
from
May 23, 1995
(date of
Three Months inception)
Ended To December 31,
March 31, 1996 1995
Fair value of equipment and receivables
purchased for debt and payables $ (3,856,235) $ --
Non-recourse notes payable assumed in
purchase price .............................. 3,856,235 --
Principal and interest on direct
finance receivables paid directly
to lenders by lessees ....................... 261,089 --
Principal and interest on non-recourse
financing paid directly to lenders
by lessees .................................. (261,089) --
Capital subscriptions in escrow ............... -- 1,348,143
Subscriptions pending admission ............... -- (1,348,143)
----------- -----------
-- --
=========== ===========
Interest expense for the three months ended March 31, 1996 consisted of
interest expense on non-recourse financing paid or accrued directly to lenders
by lessees of $34,897.
F-9
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements
March 31, 1996
1. Organization
ICON Cash Flow Partners L.P. Seven (the "Partnership") was formed on May
23, 1995 as a Delaware limited partnership with an initial capitalization of
$2,000. The Partnership is offering limited partnership units on a "best
efforts" basis to the general public with the intention of raising capital of
between $1,200,000 and $100,000,000. It was formed to acquire various types of
equipment, to lease such equipment to third parties and, to a lesser degree, to
enter into secured financing transactions. As of December 31, 1995,
subscriptions had been received for 13,481.43 units at $100 per unit, or
$1,348,143. The Partnership commenced business operations on its initial closing
date, January 19, 1996, with the admission of 26,367.95 limited partnership
units at $100 per unit representing $2,636,795 of capital contributions. Through
March 31, 1996, 76,004.17 additional units were subscribed to, bringing the
total units and capital subscriptions to 89,485.60 and $8,948,560 respectively,
at that date.
The General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut corporation. The General Partner manages and controls
the business affairs of the Partnership's equipment, leases and financing
transactions under a management agreement with the Partnership.
ICON Securities Corp., an affiliate of the General Partner, receives an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting compensation paid by the Partnership, including underwriting
commissions, sales commissions, incentive fees, public offering expense
reimbursements and due diligence activities is limited to 13 1/2% of the gross
proceeds received from the sale of the units.
Profits, losses, cash distributions and disposition proceeds will be
allocated 99% to the limited partners and 1% to the General Partner until each
limited partner has received cash distributions and disposition proceeds
sufficient to reduce its adjusted capital contribution account to zero and
receive, in addition, other distributions and allocations which would provide a
10% per annum cumulative return, compounded daily, on its outstanding adjusted
capital contribution account. After such time, the distributions will be
allocated 90% to the limited partners and 10% to the General Partner.
2. Significant Accounting Policies
Basis of Accounting and Presentation - The Partnership's records are
maintained on the accrual basis. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Leases - The Partnership accounts for owned equipment leased to third
parties as finance leases. For finance leases, the Partnership records, at the
inception of the lease, the total minimum lease payments receivable, the
estimated unguaranteed residual values, the initial direct costs related to the
leases and the related unearned income. Unearned income represents the
difference between the sum of the minimum lease payments receivable plus the
estimated unguaranteed residual value minus the cost of the leased equipment.
Unearned income is recognized as finance income over the terms of the related
leases using the interest method. Initial direct costs of finance leases are
capitalized and are amortized over the terms of the related leases using the
interest method. The Partnership's leases have terms ranging from two to five
years. Each
F-10
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements (continued)
lease is expected to provide aggregate contractual rents that, along with
residual proceeds, return the Partnership's cost of its investment along with
investment income.
Investment in Financings - Investment in financings represent the gross
receivables due from the financing of equipment plus the initial direct costs
related thereto less the related unearned income. The unearned income is
recognized as finance income and the initial direct costs are amortized over the
terms of the receivables using the interest method. Financing transactions are
supported by a written promissory note evidencing the obligation of the user to
repay the principal, together with interest, which will be sufficient to return
the Partnership's full cost associated with such financing transaction, together
with investment income. Furthermore, the repayment obligation is collateralized
by a security interest in the tangible or intangible personal property.
Impairment of Estimated Residual Values - The Partnership's policy is to
review the carrying value of its residuals on a quarterly basis and write down a
residual if it has been determined to be impaired. Impairment generally occurs
for one of two reasons: (1) when the recoverable value of the underlying
equipment falls below the Partnership's carrying value or (2) when the primary
security holder has foreclosed on the underlying equipment in order to satisfy
the remaining lease obligation and the amount of proceeds received by the
primary security holder in excess of such obligation is not sufficient to
recover the Partnership's residual position. Generally in such cases, the
residuals would relate to equipment for which non-recourse notes payable were
outstanding. In these cases the lessees pay their rents directly to the third
party lender and the Partnership would not realize any cash flow until the
lessees have satisfied the initial note obligations and the equipment is
remarketed.
Disclosures About Fair Value of Financial Instruments - Statement of
Financial Accounting Standards No. 107 ("SFAS No. 107"), "Disclosures about Fair
Value of Financial Instruments" requires disclosures about the fair value of
financial instruments. The fair value of the receivables and non-recourse notes
payable approximates the carrying value at March 31, 1996. SFAS No. 107 does not
require disclosures about the fair value of lease arrangements.
Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the partners rather than the Partnership.
F-11
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements (continued)
3. 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 were as
follows:
Underwriting commissions .............. $179,419 Charged to Equity
Organization and offering ............. 313,200 Charged to Equity
Acquisition fees (initial direct costs) 146,767 Capitalized
Management fees ....................... 13,436 Charged to operations
Administrative expense
reimbursements ...................... 5,898 Charged to operations
Total ................................. $658,720
=====================
There were no fees or expenses paid or accrued by the Partnership to the
General Partner or its affiliates for the period ended December 31, 1995.
4. Receivables Due in Installments
Non-cancelable minimum amounts due on finance leases and financings at
March 31, 1996 follows:
Year Ending
December 31, Finance Leases Financings Total
For the nine months
Ending 1996 $ 1,329,662 $ 43,876 $ 1,373,538
1997 1,671,199 65,816 1,737,015
1998 1,394,469 65,816 1,460,285
1999 44,360 65,816 110,176
2000 25,326 65,816 91,142
Thereafter 4,222 16,454 20,676
----------- ---------- -----------
$ 4,469,238 $ 323,594 $ 4,792,832
=========== ========== ===========
5. Notes Payable
Notes payable non-recourse, which is being paid directly to lenders to
lessees, bearing interest at rates ranging from 7.22% to 9.42%, at March 31,
1996 mature as follows:
Year Ending
December 31,
For the nine months
Ending 1996 $ 1,016,800
1997 1,354,799
1998 1,258,444
-----------
$ 3,630,043
F-12
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements (continued)
6. Commitments and Contingencies
The Partnership has entered into remarketing and residual sharing
agreements with third parties. In connection therewith, remarketing or residual
proceeds received in excess of specified amounts will be shared with these third
parties based on specified formulas. As of March 31, 1996 the Partnership had
not made any payments pursuant to such agreements.
F-13
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
March 31, 1996
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
ICON Cash Flow Partners L.P. Seven (the "Partnership") was formed on May
23, 1995 as a Delaware limited partnership with an initial capitalization of
$2,000. The Partnership is offering limited partnership units on a "best
efforts" basis to the general public with the intention of raising capital of
between $1,200,000 and $100,000,000. It was formed to acquire various types of
equipment, to lease such equipment to third parties and, to a lesser degree, to
enter into secured financing transactions. As of December 31, 1995,
subscriptions had been received for 13,481.43 units at $100 per unit, or
$1,348,143. The Partnership commenced business operations on its initial closing
date, January 19, 1996, with the admission of 26,367.95 limited partnership
units at $100 per unit representing $2,636,795.17 of capital contributions.
Through March 31, 1996, 76,004.17 additional units were subscribed to, bringing
the total units and capital subscriptions to 89,485.60 and $8,948,560
respectively, at that date.
The Partnership's portfolio consisted of a net investment in finance
leases and financings representing 95% and 5% of total investments at March 31,
1996.
For the three months ended March 31, 1996, the Partnership leased or
financed equipment with an initial cost of $4,894,156 to 9 lessees or equipment
users. The weighted average initial transaction term was 38 months.
The Partnership commenced operations on January 19, 1996, therefore a
comparison of results of operations and liquidity and capital resources to prior
periods is not possible.
Results of Operations for the Three Months Ended March 31, 1996
Net income for the three months ended March 31, 1996 was $6,859. The net
income per weighted average limited partnership unit was $.15 for 1996.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the three months ended
March 31, 1996 were capital contributions, net of offering expenses, of
$7,740,504 from limited partners and cash provided by operations of $256,944.
These funds were used to make payments on borrowings, to fund cash distributions
and to purchase equipment. The Partnership intends to continue to purchase
equipment and to fund cash distributions utilizing funds from capital
contributions and cash provided by operations.
Cash distributions to the limited partners for the three months ended
March 31, 1996, which were paid monthly, totaled $48,957, of which $6,790 was
investment income and $42,167 was a return of capital. The limited partner
distribution per weighted average unit outstanding for the three months ended
March 31, 1996 was $1.09, of which $.15 was investment income and $.94 was a
return of capital.
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 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.
F-14
<PAGE>
ICON CAPITAL CORP.
Financial Statements
March 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
F-15
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
ICON Capital Corp.:
We have audited the accompanying balance sheets of ICON Capital Corp. as of
March 31, 1996 and 1995, and the related statements of income, changes in
stockholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ICON Capital Corp. as of March
31, 1996 and 1995, and the results of its operations and its cash flows for the
years then ended, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
June 21, 1996
New York, New York
F-16
<PAGE>
ICON CAPITAL CORP.
BALANCE SHEETS
March 31,
<TABLE>
1996 1995
----------- -----------
ASSETS
<S> <C> <C>
Cash ............................................................. $ 114,850 $ 217,306
Receivables from related parties -
managed income funds ........................................... 2,023,380 1,914,981
Receivables from affiliates ...................................... 336,806 79,673
Prepaid and other assets ......................................... 133,588 174,177
Deferred charges ................................................. 302,886 280,690
Fixed assets and leasehold improvements, at cost, less accumulated
depreciation and amortization of $1,246,975 and $917,854 781,058 952,485
Investment in equipment under operating lease, at cost,
less accumulated depreciation of $1,079,939 and $427,235 ....... 4,260,497 4,913,201
----------- -----------
Total assets ..................................................... $ 7,953,065 $ 8,532,513
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 871,770 $ 500,173
Deferred management fees - related parties ....................... 667,824 716,097
Deferred income taxes ............................................ 483,944 409,841
Notes payable - recourse financings .............................. 46,185 393,439
Note payable - non-recourse financings ........................... 4,262,185 4,938,213
----------- -----------
Total liabilities ................................................ 6,331,908 6,957,763
----------- -----------
Commitments and contingencies
Stockholders' equity:
14% Cumulative Convertible preferred stock:
$100 par value; authorized 30,000 shares;
none issued .................................................. -- --
Common stock: no par value; $10 stated
value; authorized 3,000 shares;
issued and outstanding 1,500 shares .......................... 15,000 15,000
Additional paid-in capital ..................................... 716,200 1,416,200
Retained earnings .............................................. 889,957 843,550
----------- -----------
1,621,157 2,274,750
Notes receivable from stockholder .............................. -- (700,000)
----------- -----------
Total stockholders' equity ....................................... 1,621,157 1,574,750
----------- -----------
Total liabilities and stockholders' equity $ 7,953,065 $ 8,532,513
=========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchaser of units is not acquiring an interest in this corporation.
F-17
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF INCOME
For the Years Ended March 31,
1996 1995
---- ----
Revenues:
Income funds - related parties $8,862,690 $8,181,364
Lease consulting fees and other .............. 41,591 30,128
---------- ----------
Total revenues .......................... 8,904,281 8,211,492
---------- ----------
Expenses:
Selling, general and administrative .......... 7,982,949 6,920,055
Amortization of deferred charges ............. 473,484 373,075
Depreciation and amortization ................ 329,121 336,944
---------- ----------
Total expenses .......................... 8,785,554 7,630,074
---------- ----------
118,727 581,418
---------- ----------
Other Revenue:
Rental income from investment
in operating lease ......................... 1,009,756 661,165
Interest income and other .................... 5,803 2,972
---------- ----------
1,015,559 664,137
---------- ----------
Other Expenses:
Interest expense - non-recourse financings ... 333,728 329,030
Interest expense - recourse financings ....... 27,344 60,186
Depreciation - equipment under operating lease 652,704 320,426
Write off of related party notes receivable/
capital contribution - managed income fund . -- 225,000
Expenses of proposed acquisition ............. -- 40,299
Net loss from equity investment in
real estate partnership .................... -- 12,823
---------- ----------
1,013,776 987,764
---------- ----------
Income before provision for income taxes ..... 120,510 257,791
Provision for income taxes ........................ 74,103 135,420
---------- ----------
Net income ................................. $ 46,407 $ 122,371
========== ==========
See accompanying notes to financial statements.
Note: A purchaser of units is not acquiring an interest in this corporation.
F-18
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended March 31, 1996 and 1995
<TABLE>
Notes Total
Common Stock Additional Receivable Stock-
Shares Stated Paid-in Retained from holders'
Outstanding Value Capital Earnings Stockholder Equity
<S> <C> <C> <C> <C> <C>
March 31, 1994 ..... 1,500 $ 15,000 $ 1,416,200 $ 721,179 $ (700,000) $ 1,452,379
Net income ......... -- -- -- 122,371 -- 122,371
----------- ----------- ----------- -----------
March 31, 1995 ..... 1,500 $ 15,000 $ 1,416,200 $ 843,550 $ (700,000) $ 1,574,750
Net income ......... -- -- -- 46,407 -- 46,407
Cancellation of note
receivable from
stockholder ....... -- -- (700,000) -- 700,000 --
----------- ----------- ----------- ----------- ----------- -----------
March 31, 1996 ..... 1,500 $ 15,000 $ 716,200 $ 889,957 -- $ 1,621,157
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchaser of units is not acquiring an interest in this corporation.
F-19
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CASH FLOWS
For the Years Ended March 31,
<TABLE>
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income ......................................................... $ 46,407 $ 122,371
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization .................................. 981,825 657,370
Amortization of deferred charges ............................... 473,484 373,075
Interest expense paid directly to lender by lessee ............. 333,728 329,030
Rental income paid directly to lender by lessee ................ (1,009,756) (661,165)
Principal payments on litigation settlement .................... (55,847) (50,545)
Write off of related party notes receivable/capital contribution
- managed income fund ........................................ -- 225,000
Net loss from equity investment in real estate partnership ..... -- 12,823
Interest income paid directly to lender by lessee .............. -- (62)
Changes in operating assets and liabilities:
Receivables from managed income funds,
net of deferred amounts ................................... (156,672) (218,239)
Receivables from affiliates ................................. (257,133) (66,394)
Prepaid and other assets .................................... 41,589 257,950
Deferred income taxes ....................................... 74,103 135,420
Accounts payable and accrued expenses ....................... 371,597 (20,569)
----------- -----------
Total adjustments ......................................... 796,918 973,694
----------- -----------
Net cash provided by operating activities ......................... 843,325 1,096,065
----------- -----------
Cash flows from investing activities:
Purchase of fixed assets .......................................... (157,694) (145,766)
Increase in deferred charges ...................................... (495,680) (423,259)
Investment in Partnership ......................................... (1,000) --
Loan to related party/capital contribution - managed income fund .. -- (225,000)
----------- -----------
Net cash used in investing activities ............................. (654,374) (794,025)
----------- -----------
Cash flows from financing activities:
Principal payments on notes payable - recourse financings ......... (291,407) (287,908)
----------- -----------
Net cash used in financing activities ............................. (291,407) (287,908)
----------- -----------
Net increase (decrease) in cash ...................................... (102,456) 14,132
Cash, beginning of year .............................................. 217,306 203,174
----------- -----------
Cash, end of year $ 114,850 $ 217,306
=========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchaser of units is not acquiring an interest in this corporation.
F-20
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements
March 31, 1996
(1) Organization
ICON Capital Corp. (the "Company") was incorporated in 1985 in the state of
Connecticut. The primary activity of the Company is the development,
marketing and management of publicly registered equipment leasing limited
partnerships. The Company also provides consulting services to unrelated
parties in connection with the acquisition and administration of lease
transactions.
The Company had two wholly-owned subsidiaries: ICON Leasing Corp.
("Leasing") and ICON Financial Corp. ("Financial") (collectively "the
Subsidiaries"). Leasing was incorporated in 1985 in the state of New York.
Financial was incorporated in 1992 in the state of Delaware and never
conducted any business operations. On March 28, 1996 the Subsidiaries were
dissolved. This dissolution had no financial effect on the operations for
the current year. The Subsidiaries had no material impact on the financial
statements for the years ended 1996 and 1995.
The Company is the general partner and manager of ICON Cash Flow Partners,
L.P.,Series A ("ICON Cash Flow A"), ICON Cash Flow Partners, L.P., Series B
("ICON Cash Flow B"), ICON Cash Flow Partners, L.P., Series C ("ICON Cash
Flow C"), ICON Cash Flow Partners, L.P., Series D ("ICON Cash Flow D"),
ICON Cash Flow Partners, L.P., Series E ("ICON Cash Flow E") , ICON Cash
Flow Partners L.P. Six ("ICON Cash Flow Six") and ICON Cash Flow Partners
L.P. Seven ("ICON Cash Flow Seven") (collectively the "Partnerships"),
which are publicly registered equipment leasing limited partnerships. The
Partnerships were formed for the purpose of acquiring equipment and leasing
such equipment to third parties. The Company's investments in the
Partnerships of $7,000 are carried at cost and are included in prepaid and
other assets.
The Company earns fees from the Partnerships on the sale of Partnership
units. Additionally, the Company also earns acquisition and management fees
and shares in Partnership cash distributions. ICON Cash Flow Seven, the
newest partnership, was formed on May 23, 1995 with an initial capital
contribution of $1,000 and began offering its units to suitable investors
on November 9, 1995. The Company earned fees from the sale of ICON Cash
Flow Seven units upon its initial closing and will continue to earn fees
thereafter on each subsequent closing. The offering period for ICON Cash
Flow Seven will end 24 months after the Partnership began offering such
units, November 9, 1997.
The following table identifies pertinent offering information by the
Partnerships:
Date Operations Date Ceased Gross Proceeds
Began Offering Units Raised
ICON Cash Flow A May 6, 1988 February 1, 1989 $ 2,504,500
ICON Cash Flow B September 22, 1989 November 15, 1990 20,000,000
ICON Cash Flow C January 3, 1991 June 20, 1991 20,000,000
ICON Cash Flow D September 13, 1991 June 5, 1992 40,000,000
ICON Cash Flow E June 5, 1992 July 31, 1993 61,041,151
ICON Cash Flow Six March 31, 1994 November 8, 1995 38,385,712
ICON Cash Flow Seven January 19, 1996 (1) 15,078,465
------------
$197,009,828
(1) Gross proceeds raised through June 15, 1996
F-21
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(2) Significant Accounting Policies
(a) Significant Accounting Policies
Basis of Accounting and Presentation - The Company's records are
maintained on the accrual basis. The preparation of financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
(b) Disclosures About Fair Value of Financial Instruments
The Statement of Financial Accounting Standards No. 107 ("SFAS No.
107"), "Disclosures about Fair Value of Financial Instruments"
requires disclosures about the fair value of financial instruments.
The fair value of the Company's financial instruments approximate the
carry value at March 31, 1996.
(c) Revenue and Cost Recognition
Income Fund Fees:
The Company earns fees from the Partnerships for the organization and
offering of each Partnership and for the acquisition, management and
administration of their lease portfolios. Organization and offering
fees are earned based on investment units sold and are recognized at
each closing. Acquisition fees are earned based on the purchase price
paid or the principal amount of each transaction entered into.
Management and administrative fees are earned for actively managing the
leasing, re-leasing, financing and refinancing of Partnership equipment
and financing transactions and for the administration of the
Partnerships. Management and administrative fees are earned based
primarily on gross rental payments. The Company had accounts receivable
due from the Partnerships of $2,023,380 and $1,914,981 at March 31,
1996 and 1995, respectively. Included in these amounts are receivables
of $667,824 and $716,097, respectively, due from ICON Cash Flow A, ICON
Cash Flow B and ICON Cash Flow C relating to management fees which have
been earned, but deferred since September 1, 1993, as discussed below.
Under the Partnership agreements, the Company is entitled to management
fees from the Partnerships. Management fees are subordinate to the
preferred cash distributions to limited partners, on a cumulative
basis, during the period of reinvestment. Effective September 1, 1993,
ICON Cash Flow A, ICON Cash Flow B, and ICON Cash Flow C decreased the
monthly distribution rate to limited partners from the cash
distribution rates stated in their prospectuses. Currently such
distribution rates are at an annual rate of 9%. As a result of the
decreased distribution rate, all management fees payable to the Company
related to these entities have been deferred until the limited partners
of ICON Cash Flow A, ICON Cash Flow B and ICON Cash Flow C have
received their stated cash distribution rate of return on a cumulative
basis. Management fees deferred for the period September 1, 1993 to
March 31, 1996 totaled $667,824 and were comprised of $32,625 for ICON
Cash Flow A, $127,000 for ICON Cash Flow B and $508,199 for ICON Cash
Flow C. Such amounts are included in receivables due from managed
income funds as well as in deferred management fees on the March 31,
1996 balance sheet.
F-22
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
Lease Consulting Fees:
The Company earns consulting fees for arranging lease financing
transactions between unrelated third parties. Such fees are recognized
as income when the unrelated third parties consummate the lease
financing transaction.
(d) Investment in Real Estate Partnership
The Company had an investment in Welch Center Associates, L.P.
("Welch"), a real estate limited partnership which was accounted for
under the equity method. The remaining investment was written off
during the year ended March 31, 1995.
(e) Deferred Charges
Under the terms of the Partnerships' agreements, the Company is
entitled to be reimbursed for the costs of organizing and offering the
units of the Partnerships from the gross proceeds raised, subject to
certain limitations, based on the number of investment units sold. The
unamortized balance of these costs are included on the balance sheets
as deferred charges and are being amortized over the offering period.
(f) Fixed Assets and Leasehold Improvements
Fixed assets, which consist primarily of computer equipment, software
and furniture and fixtures, are recorded at cost and are being
depreciated over three to five years using the straight-line method.
Leasehold improvements are also recorded at cost and are being
amortized over the estimated useful lives of the improvements, or the
term of the lease, if shorter, using the straight-line method.
(g) Investment in Equipment Under Operating Lease
The Company's investment in equipment under operating lease is recorded
at cost and the equipment is being depreciated to estimated salvage
value. Both lease rentals and depreciation are recognized on the
straight line basis over the lease term. The Company, on a non-recourse
basis, financed the purchase of the equipment with a financial
institution. Interest on the related non-recourse financing is
calculated under the interest method. The excess of rental income over
depreciation and related interest expense represents the net amount
earned under this transaction.
(h) Income Taxes
The Company accounts for its income taxes following the liability
method as provided for in Statement of Financial Accounting Standard
No. 109 (" SFAS 109"), "Accounting for Income Taxes."
The Company and its Subsidiaries have filed consolidated federal and
separate state income tax returns through March 31, 1995. Due to the
dissolution of the Subsidiaries on March 28, 1996, the Company will be
filing a final return on a consolidated basis with the Subsidiaries for
the period ending March 31, 1996. In the future the Company expects to
file stand alone federal income tax returns.
F-23
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(3) Stockholders' Equity
PeterD. Beekman, the Company's President, owns 60.8% of the Company's
outstanding common stock. The balance of the Company's shares are owned by
Charles Duggan, 19.6% and Cortes E. DeRussy, 19.6%, both are Executive Vice
Presidents of the Company. Additionally, Mr. Beekman is the sole shareholder of
On-Line Telephone, Inc. and Soundview Leasing Co., Inc. ("Soundview") which owns
all of the outstanding shares of the following corporations: NOCI, Inc., ICON
Securities Corp., ICG Credit Corp and ICG Realty Management Corp. Mr. Beekman is
also a limited partner in ICON Cash Flow A, ICON Cash Flow B, ICON Cash Flow C
and ICON Cash Flow D.
As of March 31, 1995, Mr. Beekman had two outstanding demand promissory
notes totaling $700,000 which represent capital contributions. The notes
bear interest at the rate of 18% only in the event of default. The demand
promissory notes are guaranteed by Susan H. Beekman, Mr. Beekman's wife,
who is also Vice President, Secretary and Treasurer of the Company. The
notes are reflected as a reduction from stockholders' equity for financial
statement reporting purposes. On March 28, 1996, the Company canceled these
notes and released the related guarantees. The Company, by canceling these
notes, reduced additional paid in capital by the same amount.
(4) Related Party Transactions
The Company earns fees from the Partnerships for the organization and
offering of each Partnership and for the acquisition, management and
administration of their lease portfolios. Receivables from managed income
funds primarily relate to such fees earned from the Partnerships. The
balance at March 31, 1996 has been fully realized as of May 30, 1996. In
addition, the Company has receivables from affiliates which are due from
entities controlled by Mr. Beekman. These receivables relate primarily to
the reimbursement of amounts paid by the Company on behalf of such
entities.
Pursuant to a proxy solicitation, the limited partners in ICON Cash Flow B
agreed to the following two amendments to their Partnership Agreement: (1)
extend the Reinvestment Period for a maximum of four additional years, and
(2) eliminate ICON Cash Flow B's obligation to pay the Company $220,000 of
the $347,000 in deferred management fees which was outstanding as of
November 15, 1995, the original end of the Reinvestment Period. The
elimination of these fees reduced receivables from related parties -
managed income funds and deferred management fees related parties in the
same amount. In addition, the remaining $127,000 in deferred management
fees, when paid to the Company, would be returned to ICON Cash Flow B in
the form of an additional capital contribution.
Effective January 31, 1995, ICON Cash Flow Series A, by consent of its
limited partners, amended its Partnership Agreement. The amendments: (1)
extend the Reinvestment Period of ICON Cash Flow Series A to January 1997,
(2) allow the Company to lend funds to ICON Cash Flow Series A for a term
in excess of twelve months for amounts up to an aggregate of $250,000, and
(3) decrease management fees to a flat rate of 1% of rentals for all
investments under management.
In February and March 1995, the Company lent $75,000 and $100,000,
respectively, to ICON Cash Flow Series A. Principal on the loans is to be
repaid only after the extended Reinvestment Period expires, and after the
limited partners have received at least a 6% total return on their capital.
The notes bear interest at the lower of 6% per annum or prime interest
rate. The Company has written off these notes as there is doubt as to their
ultimate recoverability.
In January and October 1994, the Company contributed $75,000 and $50,000,
respectively, in additional capital to ICON Cash Flow A. Since management
fees from ICON Cash Flow A are being deferred and the recoverability of the
additional capital contributions is questionable, such contributions were
written off by the Company. Profits, losses and cash distributions will not
be affected by the additional capital contributions and will continue to be
allocated in the same manner as stated in the ICON Cash Flow A prospectus.
F-24
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(5) Prepaid and Other Assets
Included in prepaid and other assets are amortized insurance costs, tax
refund receivables from Federal and state jurisdictions and sublease
receivables.
(6) Income Taxes
The provision for income taxes for the years ended March 31, 1996 and 1995
of $74,103 and $135,420, respectively, consists of deferred Federal and
State income taxes of $46,078 and $28,025 and $80,344 and $55,076 for 1996
and 1995, respectively.
Deferred income taxes are provided for the temporary differences between
the financial reporting basis and the tax basis of the Company's assets and
liabilities. The deferred tax liability at March 31, 1996 and 1995
represents the net of deferred tax assets of $620,189 and $564,493,
respectively, and deferred tax liabilities of $1,104,133 and $974,334,
respectively for March 31, 1996 and 1995. Deferred income taxes at March
31, 1996 are primarily the result of temporary differences relating to the
carrying value of fixed assets, equipment under an operating lease, the
investments in the Partnerships, and deferred charges. Additionally, the
Company has a tax net operating loss carry forward of $1,625,688 which
fully expires by 2011, as well as a tax rehabilitation credit of $49,520
which expires in 2001. The Company does not have a valuation allowance
against the deferred tax assets because it is more likely than not that
they will be realized.
The following table reconciles income taxes computed at the federal
statutory rate to the Company's effective tax rate for the years ended
March 31, 1996 and 1995:
1996 1995
---- ----
Tax Rate Tax Rate
Federal statutory $ 40,973 34.00% $ 87,649 34.00%
State income taxes, net of
Federal tax effect 18,497 15.35 36,350 14.10
Adjustment to prior year
Federal income tax 12,773 10.60 -- --
Meals and entertainment
exclusion 11,490 9.53 11,744 4.56
Effect of graduated rates (10,724) (8.90) (3,860) (1.50)
Other 1,094 0.91 3,537 1.37
--------- ----- --------- -----
$ 74,103 61.49% $ 135,420 52.53%
========= ===== ========= =====
F-25
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(7) Notes Payable - Recourse
Notes payable at March 31, 1996 and 1995 were as follows:
1996 1995
---- ----
Note, with imputed interest of 10%,
payable in monthly installments of
$5,208 through October 1996 (see note 11)
On April 1, 1996 the outstanding obligation
was paid in full $ 35,261 $ 91,108
Obligation under capital lease,
payable in monthly installments
of $2,759 through August 1996 (see note 9) 10,924 42,657
Note, guaranteed by Mr. Beekman, payable
in 60 monthly principal payments
of $4,167 plus interest at prime
(8.50% at March 31, 1995) plus 2%. On
March 29, 1996 the outstanding obligation
was paid in full and the related guarantees
were released. - 195,833
Note collateralized by equipment with a
book value of $170,889 at March 31, 1995
bearing interest at 13.5%, payable in monthly
installments of $8,389 through December 1995 - 63,841
----------- ----------
$ 46,185 $ 393,439
=========== ==========
(8) Investment in Equipment Under Operating Lease
On December 12, 1993, the Company invested $5,340,436 in manufacturing
equipment and leased such equipment to a third party user for a two year
period with rent commencing on January 1, 1994. Rentals were payable
monthly in advance. Simultaneously with the purchase of the equipment, the
Company, on a non-recourse basis, obtained $5,393,840 in financing from a
financial institution, of which $5,340,436 of such proceeds were paid
directly to the equipment vendor to satisfy the cost of the equipment. The
excess of the proceeds from the financing over the cost of the equipment,
$53,404, was paid directly to the Company and was earned over the two year
period of the lease. All rental payments by the lessee were paid directly
to the financial institution. The original non-recourse financing bore
interest at a rate of 6.6%, and was paid in 24 monthly installments of
$55,097 through December 1995, with a final payment of $4,699,584 due in
January 1996. The note is collateralized by the equipment under the lease
with a book value of $4,699,584 at December 31, 1995.
Effective January 1, 1996, the lessee renewed the lease and the bank
extended the term of the collateralized non-recourse note. The terms of the
renewal require rentals of $171,294, payable by the lessee monthly in
advance, for two years. Such rental payments will continue to be paid
directly to the financial institution to reduce the loan, with interest now
calculated at 8.95%. Assuming all payments are made timely, at December 31,
1997, the balance due on the note will be $1,101,528, which is equal to the
amount of the estimated residual value of the equipment at that date. On
that date, the lessee will be required to purchase the equipment for the
greater of the note or the fair value of the equipment, or return the
equipment to the financial institution in full satisfaction of the
Company's note.
F-26
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(9) Commitments and Contingencies
The Company has operating leases for office space through the year 2004.
Rent expense for the years ended March 31, 1996 and 1995 amounted to
$319,866 and $308,123, net of sublease income of $164,879 and $160,285,
respectively. The future minimum rental commitments under non-cancelable
operating leases are due as follows (sublease rental income are all from
short term leases):
Fiscal Year Ending
March 31, Amount
1997 $ 278,768
1998 271,541
1999 461,427
2000 480,800
2001 488,813
Thereafter 1,923,200
------------
$ 3,904,549
(10) Expenses Related to a Proposed Acquisition
In November 1993, Capital entered into a non-binding letter of intent to
acquire the stock of the equipment leasing subsidiaries of another
corporation. A definitive purchase agreement was never executed and
negotiations were terminated in May 1994. During the year ended March 31,
1995 and 1994, Capital incurred $40,299 and $264,358 of legal and other
third party expenses in connection with its due diligence review and such
acquisition costs were written off.
(11) Legal Proceedings
In May, 1990 a suit was filed against Leasing by a financial institution
(the "Financial Institution") alleging breach of a loan covenant in
connection with Leasing's discounting of rental payments due from a lessee
(the "Lessee") under a lease dated June 9, 1988. The Lessee defaulted on
its obligation to the Financial Institution, and its assignee, on the
discounted rental payments under such lease. The Financial Institution
asserted that Leasing failed to perfect its security interest in the
equipment leased to the Lessee prior to the discounting of the rental
payments. As a result, it alleged that Leasing breached its
representations and warranties and should be responsible for the defaulted
rental payments, notwithstanding the fact that the loan documents were
stated to be without recourse to Leasing. In May, 1992, the court entered
judgment in favor of the Financial Institution. Leasing had accrued for
its estimated loss on the financial statements in fiscal 1992 and 1991.
In October 1992, Leasing entered into a settlement agreement with the
Financial Institution which calls for the Company to pay a total of
$250,000 to the Financial Institution payable $5,208 per month (without
interest) over 48 months. On April 1, 1996, the Company retired the
remaining obligation (see note 7).
F-27
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(12) Supplemental Disclosure of Cash Flow Information
During the year ended March 31, 1996 and 1995, the Company paid $27,344
and $56,495 in interest on recourse financing, respectively.
Certain equipment, which the Company is carrying as investment in
equipment under operating lease, was paid for directly by a financing
institution. In connection with this transaction, the lessee's monthly
installments are remitted directly to the financing institution to service
the Company's non-recourse note payable incurred when the financing
institution paid for the equipment on behalf of the Company. For the years
ended March 31, 1996 and 1995, such payments aggregated $1,009,756 and
$661,165, which was comprised of $676,028 and $332,393 of principal and
$333,728 and $328,772 of interest. In addition, another creditor paid
principal and interest directly to a financial institution in the amount
of $1,542 for 1995 to service a non-recourse note of the Company.
F-28
<PAGE>
EXHIBIT B
PRIOR PERFORMANCE TABLES
FOR THE PRIOR PUBLIC PROGRAMS
<PAGE>
Prior Performance Tables
The following unaudited tables disclose certain information relating to
the performance, operations and investment for six of the General Partner's
previous publicly-offered income-oriented programs, ICON Cash Flow Partners,
L.P., Series A ("Series A"), ICON Cash Flow Partners, L.P., Series B ("Series
B"), ICON Cash Flow Partners, L.P., Series C ("Series C"), ICON Cash Flow
Partners, L.P., Series D ("Series D"), ICON Cash Flow Partners, L.P., Series E
("Series E") and ICON Cash Flow Partners L.P. Six ("LP Six"), collectively the
"Prior Public Programs"). Purchasers of the Units of limited partnership
interest in ICON Cash Flow Partners L.P. Seven being offered by this Prospectus
will not acquire any ownership interest in any of the Prior Public Programs and
should not assume that they will experience investment results or returns, if
any, comparable to those experienced by investors in the Prior Public Programs.
Additional information concerning the Prior Public Programs will be
contained in Form 10-K Annual Reports for each such Program which may be
obtained (after their respective filing dates) without charge by contacting ICON
Capital Corp., 600 Mamaroneck Avenue, Harrison, New York 10528-1632. Such Form
10-K Annual Reports will also be available upon request at the office of the
Securities and Exchange Commission, Washington, D.C. The results of the Prior
Public Programs should not be considered indicative of the likely results of the
Partnership. Moreover, the information presented below should not be considered
indicative of the extent to which the Prior Public Programs will achieve their
objectives, because this will in large part depend upon facts which cannot now
be determined or predicted.
See "Other Offerings By the General Partner and Its Affiliates" in this
Prospectus for a narrative discussion of the general investment objectives of
the Prior Public Programs and a narrative discussion of the data concerning the
Prior Public Programs contained in these Tables. Additionally, see Table VI
"Acquisition of Equipment by the Prior Public Programs" which is contained as an
Exhibit to the Registration Statement, as amended, of which this Prospectus is a
part.
Table Description
I Experience in Raising and Investing Funds B-2
II Compensation to the General Partner and Affiliates B-4
III Operating Results of Prior Public Programs
* Series A B-5
* Series B B-7
* Series C B-9
* Series D B-11
* Series E B-13
* LP Six B-15
* LP Seven B-17
IV Results of Completed Prior Public Programs (None) B-19
V Sales or Disposition of Equipment by Prior Public Programs
* Series A B-20
* Series B B-22
* Series C B-27
* Series D B-30
* Series E B-33
* LP Six B-38
B-1
<PAGE>
TABLE I
Experience in Raising and Investing Funds
(unaudited)
The following table sets forth certain information concerning the experience of
the General Partner in raising and investing limited partners' funds in its
Prior Public Programs as of March 31, 1996:
<TABLE>
Series A Series B
<S> <C> <C> <C> <C>
Dollar amount offered ................................ $40,000,000 $20,000,000
=========== ===========
Dollar amount raised ................................. $ 2,504,500 100.0% $20,000,000 100.0%
Less: Offering expenses:
Selling commissions ................................ 262,973 10.5% 1,800,000 9.0%
Organization and offering expenses paid to
General Partner or its Affiliates ................ 100,180 4.0% 900,000 4.5%
Reserves ............................................. 25,045 1.0% 200,000 1.0%
----------- ---- ----------- ----
Offering proceeds available for investment ........... $ 2,116,302 84.5% $17,100,000 85.5%
=========== ==== =========== ====
Debt proceeds ........................................ $ 4,190,724 $46,092,749
=========== ===========
Total equipment acquired ............................. $ 7,561,461 $65,126,983
=========== ===========
Acquisition fees paid to General Partner
and its affiliates ................................. $ 206,710 $ 2,219,998
=========== ===========
Equipment acquisition costs as a percentage
of amount raised:
Purchase price 81.84% 82.20%
Acquisition fees paid to General Partner
or its Affiliates 2.66% 3.30%
---- ----
Percent invested 84.5% 85.5%
==== ====
Percent leveraged (non-recourse debt
financing divided by total purchase price) 55.4% 70.8%
Date offering commenced 1/9/87 7/18/89
Original offering period (in months) 24 18
Actual offering period (in months) 24 17
Months to invest 90% of amount available for
investment (measured from the beginning of offering) 24 18
Series C Series D
Dollar amount offered ............................... $20,000,000 $40,000,000
=========== ===========
Dollar amount raised ................................. $20,000,000 100.0% $40,000,000 100.0%
Less: Offering expenses:
Selling commissions ................................ 2,000,000 10.0% 4,000,000 10.0%
Organization and offering expenses paid to
General Partner or its Affiliates ................ 600,000 3.0% 1,400,000 3.5%
Reserves ............................................. 200,000 1.0% 400,000 1.0%
----------- ---- ----------- ----
Offering proceeds available for investment ........... $17,200,000 86.0% $34,200,000 85.5%
=========== ==== =========== ====
Debt proceeds ........................................ $50,355,399 $61,457,744
=========== ===========
Total equipment acquired ............................. $68,956,792 $110,487,454
=========== ============
Acquisition fees paid to General Partner
and its affiliates ................................. $ 2,396,810 $ 4,407,448
=========== ============
Equipment acquisition costs as a percentage
of amount raised:
Purchase price 83.14% 81.72%
Acquisition fees paid to General Partner
or its Affiliates 3.36% 3.78%
---- ----
Percent invested 86.0% 85.5%
==== ====
Percent leveraged (non-recourse debt
financing divided by total purchase price) 73.0% 55.6%
Date offering commenced 12/7/90 8/23/91
Original offering period (in months) ................. 18 18
Actual offering period (in months) ................... 7 10
Months to invest 90% of amount available for
investment (measured from the beginning of offering) 10 4
</TABLE>
(1) L.P. Seven began offering its units to suitable investors on November 9,
1995. As of June 15, 1996, L.P. Seven had raised an aggregate dollar amount
of $15,078,465. The offering period for L.P. Seven will end 24 months after
the Partnership began offering such units, November 8, 1997.
B-2
<PAGE>
TABLE I
Experience in Raising and Investing Funds
(unaudited)
The following table sets forth certain information concerning the experience of
the General Partner in raising and investing limited partners' funds in its
Prior Public Programs as of March 31, 1996:
<TABLE>
Series E L.P. Six L.P. Seven
<S> <C> <C> <C> <C> <C> <C>
Dollar amount offered $ 80,000,000 $120,000,000 $100,000,000 (1)
============= ============ ============
Dollar amount raised $ 61,041,151 100.0% $ 38,385,712 100.0% $ 8,948,560
Less: Offering expenses:
Selling commissions 6,104,115 10.0% 3,838,571 10.0% 894,856 10.0%
Organization and offering expenses paid to
General Partner or its Affiliates 2,136,440 3.5% 1,343,500 3.5% 313,200 3.5%
Reserves 610,412 1.0% 383,857 1.0% 89,485 1.0%
------------- ----- ------------ ---- ------------ ----
Offering proceeds available for investment $ 52,190,184 85.5% $ 32,819,784 85.5% $ 7,651,019 85.5%
============= ===== ============ ==== ============ ====
Debt proceeds $ 105,049,572 $ 83,466,313 $ 3,856,235
============= ============ ============
Total equipment acquired $ 183,776,753 $119,569,418 $ 4,894,156
============= ============ ============
Acquisition fees paid to General Partner
and its affiliates $ 7,015,294 $ 3,401,077 $ 146,767
============= ============ ============
Equipment acquisition costs as a percentage
of amount raised:
Purchase price 81.82% 82.73% 82.59%
Acquisition fees paid to General Partner
or its Affiliates 3.68% 2.77% 2.91%
------------- ------------ ------------
Percent invested 85.5% 85.5% 85.5%
============= ============ ============
Percent leveraged (non-recourse debt
financing divided by total purchase price) 57.2% 69.8% 78.8%
Date offering commenced 6/5/92 11/12/93 11/13/95
Original offering period (in months) 24 24 24
Actual offering period (in months) 13 24 (1)
Months to invest 90% of amount available for
investment (measured from the beginning
of offering) 9 16
</TABLE>
(1) L.P. Seven began offering its units to suitable investors on November 9,
1995. As of June 15, 1996, L.P. Seven had raised an aggregate dollar amount
of $15,078,465. The offering period for L.P. Seven will end 24 months after
the Partnership began offering such units, November 8, 1997.
B-3
<PAGE>
TABLE II
Compensation to the General Partner and Affiliates
(unaudited)
The following table sets forth certain information concerning the compensation
derived by the General Partner and its affiliates from its Prior Public Programs
as of March 31, 1996:
<TABLE>
Series A Series B Series C Series D Series E L.P. Six L.P. Seven
-------- -------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Date offering commenced 1/9/87 7/18/89 12/7/90 8/23/91 6/5/92 11/12/93 11/9/96
Date offering closed 1/8/89 11/16/90 6/20/91 6/5/92 7/31/93 11/8/95 (1)
Dollar amount raised $2,504,500 $20,000,000 $20,000,000 $40,000,000 $61,041,151 $38,385,712 $8,948,560
========== =========== =========== =========== =========== =========== ==========
Amounts paid to the General Partner
and its Affiliates from proceeds
of the offering:
Underwriting and sales commissions $ 63,450 $ 215,218 $ 413,120 $ 807,188 $ 1,226,111 $ 767,714 $ 179,419
========== =========== =========== =========== =========== =========== ==========
Organization and
offering reimbursements $ 100,180 $ 900,000 $ 600,000 $ 1,400,000 $ 2,136,440 $ 1,343,500 $ 313,200
========== =========== =========== =========== =========== =========== ==========
Acquisition fees $ 206,710 $ 2,219,998 $ 2,396,810 $ 4,407 448 $ 7,015,294 $ 3,401,077 $ 146,767
========== =========== =========== =========== =========== =========== ==========
Dollar amount of cash generated from
operations before deducting such
payments/accruals to the
General Partner and Affiliates $4,226,939 $16,160,607 $15,136,619 $23,487,248 $58,860,149 $12,714,831 $ 276,278
========== =========== =========== =========== =========== =========== ==========
Amount paid or accrued to
General Partner and Affiliates:
Management fee $ 302,423 $ 2,468,570 $ 2,559,279 $ 3,308,482 $ 4,441,294 $ 1,194,408 $ 13,436
========== =========== =========== =========== =========== =========== ==========
Administrative expense
reimbursements $ 98,410 $ 586,044 $ 426,170 $ 1,076,544 $ 2,330,534 $ 613,620 $ 5,898
========== =========== =========== =========== =========== =========== ==========
</TABLE>
(1) L.P. Seven began offering its units to suitable investors on November 9,
1995. As of June 15, 1996, L.P. Seven had raised an aggregate dollar amount
of $15,078,465. The offering period for L.P. Seven will end 24 months after
the Partnership began offering such units, November 8, 1997.
B-4
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series A
(unaudited)
The following table summarizes the operating results of Series A. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
For the Three For the Years
Months Ended March 31, Ended December 31,
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Revenues ......................................... $ 17,257 $ 128,935 $ 188,148
Net gain (loss) on sales or remarketing
of equipment ................................... 38,044 74,970 87,985
--------- --------- ---------
Gross revenue .................................... 55,301 203,905 276,133
Less:
Interest expense .............................. 5,787 39,350 63,423
General and administrative .................... 8,915 36,641 34,468
Provision for bad debts (3) ................... -- 10,000 33,500
Depreciation expense .......................... -- 18,236 46,330
Administrative expense reimbursement
- General Partner ........................... 2,028 9,690 11,404
Management fees - General Partner ............. 1,152 5,951 13,607
Amortization of initial direct costs .......... -- -- 27
---------
Net income (loss) - GAAP ......................... $ 37,419 $ 84,037 73,374
========= ========= =========
Net income (loss) - GAAP - allocable to
limited partners .............................. $ 35,548 $ 79,835 $ 69,705
========= ========= =========
Taxable income from operations (2) ............... (1) $ 94,532 $ 111,397
========= ========= =========
Cash generated from operations ................... $ 101,002 $ 184,430 $ 301,679
Cash generated from sales ........................ 51,513 136,363 216,200
Cash generated from refinancing .................. -- -- --
--------- --------- ---------
Cash generated from operations, sales and
refinancing ................................... 152,515 320,793 517,879
Less:
Cash distributions to investors from operations 56,352 225,533 233,651
Cash distributions to General Partner from
operations .................................. 2,966 11,867 12,297
--------- --------- ---------
Cash generated from operations, sales
and refinancing after cash distributions ...... $ 93,197 $ 83,393 $ 271,931
========= ========= =========
1993 1992 1991 1990
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues ......................................... $ 317,069 $ 279,699 $ 476,420 $ 782,017
Net gain (loss) on sales or remarketing
of equipment ................................... 118,143 14,608 (22,574) 3,096
--------- --------- --------- ---------
Gross revenue .................................... 435,212 294,307 453,846 785,113
Less:
Interest expense .............................. 84,324 81,976 127,819 119,027
General and administrative .................... 32,040 24,601 29,221 28,204
Provision for bad debts (3) ................... 87,551 133,569 -- 12,707
Depreciation expense .......................... 97,179 91,244 140,917 355,430
Administrative expense reimbursement
- General Partner ........................... 4,125 -- 11,673 24,840
Management fees - General Partner ............. 36,261 39,297 55,316 64,403
Amortization of initial direct costs .......... 686 4,129 48,370 60,832
--------- --------- --------- ---------
Net income (loss) - GAAP ......................... $ 93,046 $ (80,509) $ 40,530 $ 119,670
========= ========= ========= =========
Net income (loss) - GAAP - allocable to
limited partners .............................. $ 88,394 $ (76,484) $ 38,503 $ 113,687
========= ========= ========= =========
Taxable income from operations (2) ............... 130,892 $ 216,617 $ 180,715 $ 180,723
========= ========= ========= =========
Cash generated from operations ................... $ 382,184 $ 499,383 $ 529,343 $ 742,238
Cash generated from sales ........................ 490,078 72,608 63,767 16,955
Cash generated from refinancing .................. -- -- -- --
--------- --------- --------- ---------
Cash generated from operations, sales and
refinancing ................................... 872,262 571,991 593,110 759,193
Less:
Cash distributions to investors from operations 356,915 385,108 388,279 380,003
Cash distributions to General Partner from
operations .................................. 18,785 20,269 20,436 20,032
--------- --------- --------- ---------
Cash generated from operations, sales
and refinancing after cash distributions ...... $ 496,562 $ 166,614 $ 184,395 $ 359,158
========= ========= ========= =========
B-5
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series A (Continued)
(unaudited)
For the Three
Months Ended March 31, For the Years Ended December 31,
1996 1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000
limited partner investment
Federal income tax results:
Taxable from operations (2) (1) $ 35.86 $ 42.25 $ 49.65 $ 82.17 $ 68.55 $ 68.55
======== ========= ======= ======== ======== ======== ========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 14.19 $ 31.88 $ 27.83 $ 35.29 - $ 15.37 $ 45.39
Return of capital $ 8.31 $ 58.18 $ 65.46 $ 107.22 $ 153.77 $ 139.66 $ 106.34
Source (on Cash basis)
- Operations $ 22.50 $ 90.06 $ 93.29 $ 142.51 $ 153.77 $ 155.03 $ 151.73
- Sales - - - - - - -
- Refinancing - - - - - - -
- Other - - - - - - -
Weighted average number of
limited partnership
($500) units outstanding 5,009 5,009 5,009 5,009 5,009 5,009 5,009
======= ======== ====== ====== ======= ======= =======
</TABLE>
(1)Interim tax information is not available.
(2)The difference between Net income (loss) - GAAP and Taxable income from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue on
Direct Finance Leases.
(3)The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
B-6
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series B
(unaudited)
The following table summarizes the operating results of Series B. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
For the Three
Months Ended March 31, For the Years Ended December 31,
1996 1995 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue .......................................... 98,493 $ 715,841 $ 1,327,962 $ 2,526,762
Net gain on sales or remarketing
of equipment ................................... 104,571 480,681 288,714 185,542
----------- ----------- ----------- -----------
Gross revenue .................................... 203,064 1,196,522 1,616,676 2,712,304
Less:
Interest expense .............................. 16,008 182,419 612,643 1,285,458
General and administrative .................... 25,110 102,334 102,444 120,094
Administrative expense reimbursement
- General Partner ........................... 12,971 85,848 153,287 38,467
Management fees - General Partner (6) ......... (228,096) 84,811 151,316 517,107
Depreciation expense .......................... -- 54,799 106,001 244,819
Amortization of initial direct costs .......... 4 33,433 100,949 255,570
Provision for bad debts (4) ................... -- 25,000 -- 20,000
Write down of estimated residual values (5) ... -- -- -- --
----------- -----------
Net income (loss) - GAAP ......................... $ 377,877 $ 627,878 $ 390,036 $ 230,789
=========== =========== =========== ===========
Net income (loss) - GAAP - allocable to
limited partners $ ............................ $ 374,098 $ 621,599 $ 386,136 $ 228,461
=========== =========== =========== ===========
Taxable income from operations (2) ............... (1) $ 2,363,289 $ 475,707 $ 103,180
=========== =========== =========== ===========
Cash generated from operations ................... $ 218,842 $ 999,015 $ 800,648 $ 2,434,478
Cash generated from sales ........................ 335,194 2,148,030 3,443,168 1,129,325
Cash generated from refinancing .................. -- -- -- --
----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing ................................... 554,036 3,147,045 4,243,816 3,563,803
Less:
Cash distributions to investors from operations 449,550 1,799,763 1,800,000 2,466,667
Cash distributions to General Partner from
operations .................................. 4,541 18,180 18,182 24,917
----------- ----------- ----------- -----------
Cash generated from operations, sales
and refinancing after cash distributions ...... $ 99,945 $ 1,329,102 $ 2,425,634 $ 1,072,219
=========== =========== =========== ===========
1992 1991 1990
---- ---- ----
<S> <C> <C> <C>
Revenue ......................................... $ 4,569,135 $ 7,052,209 $ 3,541,054
Net gain on sales or remarketing
of equipment ................................... 74,302 1,172 6,934
----------- ----------- -----------
Gross revenue .................................... 4,643,437 7,053,381 3,547,988
Less:
Interest expense .............................. 2,164,581 3,473,311 1,270,602
General and administrative .................... 55,188 96,885 35,341
Administrative expense reimbursement
- General Partner ........................... -- 163,845 127,357
Management fees - General Partner (6) ......... 727,931 926,449 282,714
Depreciation expense .......................... 1,070,890 1,855,915 1,000,075
Amortization of initial direct costs .......... 507,241 870,851 363,859
Provision for bad debts (4) ................... 8,734 1,260,999 138,138
Write down of estimated residual values (5) ... 506,690 148,983 --
----------- ----------- -----------
Net income (loss) - GAAP ......................... $ (397,818) $(1,743,857) $ 329,902
=========== =========== ===========
Net income (loss) - GAAP - allocable to
limited partners $ ............................ $ (393,840) $(1,726,419) $ 326,603
=========== =========== ===========
Taxable income from operations (2) ............... $ 140,974 $ 656,495 $ 1,239,858
=========== =========== ===========
Cash generated from operations ................... $ 3,238,479 $ 2,887,980 $ 2,369,781
Cash generated from sales ........................ 741,775 698,106 43,438
Cash generated from refinancing .................. -- -- --
----------- ----------- -----------
Cash generated from operations, sales and
refinancing ................................... 3,980,254 3,586,086 2,413,219
Less:
Cash distributions to investors from operations 2,800,000 2,800,000 1,325,735
Cash distributions to General Partner from
operations .................................. 28,283 28,283 13,391
----------- ----------- -----------
Cash generated from operations, sales
and refinancing after cash distributions ...... $ 1,151,971 $ 757,803 $ 1,074,093
=========== =========== ===========
B-7
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series B (Continued)
(unaudited)
For the Three
Months Ended March 31, For the Years Ended December 31,
1996 1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Tax data and distributions per
$1,000 limited
partner investment
Federal income tax results:
Taxable from operations (2) (1) $ 116.99 $ 23.55 $ 5.11 $ 6.98 $ 32.50 $ 111.13
======= ======== ========= ======== ======== ======== ========
Cash distributions to investors (3)
Source (on GAAP basis)
Investment income $ 18.72 $ 31.08 $ 19.31 $ 11.42 - - $ 29.57
Return of capital $ 3.78 $ 58.92 $ 70.69 $ 11.91 $ 140.00 140.00 $ 90.46
Source (on Cash basis)
- Operations $ 10.95 $ 49.96 $ 39.63 $ 120.50 $ 140.00 $ 140.00 $ 120.03
- Sales 11.55 40.04 50.37 2.83 - - -
- Refinancing - - - - - - -
- Other - - - - - - -
Weighted average number of
limited partnership
($100) units outstanding 199,800 199,986 200,000 200,000 200,000 $200,000 $110,451
======== ======== ========= ========= ======== ======== ========
</TABLE>
(1)Interim tax information is not available.
(2)The difference between Net income (loss) - GAAP and Taxable income from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue on
Direct Finance Leases.
(3)The program held its initial closing on September 22, 1989 and as of its
final closing date on November 16, 1990 it had twenty-six (26) additional
monthly and semi-monthly closings. Taxable income from operations per $1,000
limited partner investment is calculated based on the weighted average number
of limited partnership units outstanding during the period.
(4)The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(5)The Partnership records a write down to its residual position if it has been
determined to be impaired. Impairment generally occurs for one of two
reasons: (1) when the recoverable value of the underlying equipment falls
below the Partnership's carrying value or (2) when the primary security
holder has foreclosed on the underlying equipment in order to satisfy the
remaining lease obligation and the amount of proceeds received by the primary
security holder in excess of such obligation is not sufficient to recover the
Partnership's residual position.
(6)The Partnership's Reinvestment Period expired on November 15, 1995, five
years after the Final Closing Date. The General Partner distributed a
Definitive Consent Statement to the Limited Partners to solicit approval of
two amendments to the Partnership Agreement. As of March 20, 1996 these
amendments were agreed to and are effective from and after November 15, 1995.
The amendments: (1) extend the Reinvestment Period for a maximum of four
additional years and likewise delay the start and end of the Liquidation
Period, and (2) eliminate the Partnership's obligation to pay the General
Partner $220,000 of the $347,000 accrued and unpaid management fees as of
November 15, 1995, and $171,000 of additional management fees which would
otherwise accrue during the present Liquidation Period. The portion of the
accrued and unpaid management fees that would be payable to the General
Partner, or $127,000 ($347,000 less $220,000) will be returned to the
Partnership in the form of an additional Capital Contribution by the General
Partner.
B-8
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series C
(unaudited)
The following table summarizes the operating results of Series C. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
For the Three Months
Ended March 31, For the Years Ended December 31,
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues ..................................... $ 179,856 $ 964,104 $ 1,775,547 $ 3,203,141 $ 6,146,119 $ 4,669,728
Net gain on sales or remarketing of equipment 260,973 95,250 361,407 101,463 43,020 4,373
----------- ----------- ----------- ----------- ----------- -----------
Gross revenue ................................ 440,829 1,059,354 2,136,954 3,304,604 6,189,139 4,674,101
Less:
Interest expense .......................... 9,545 253,143 920,433 1,715,520 3,510,307 2,586,892
Administrative expense reimbursement
- General Partner ....................... 24,550 130,482 174,261 78,969 -- 17,908
Management fees - General Partner ......... 24,096 128,533 171,135 695,662 969,667 570,186
General and administrative ................ 16,358 107,419 104,307 133,274 354,559 93,712
Amortization of initial direct costs ...... 2,835 38,892 154,879 427,625 865,051 654,692
Depreciation expense ...................... -- -- 224,474 393,185 694,933 498,594
Provision for/(reversal of) bad debt (4) .. -- -- 141,000 (90,000) 135,000 80,863
Write down of estimated residual values (5) -- -- -- -- 1,412,365 --
----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) - GAAP ..................... $ 363,445 $ 400,885 $ 246,645 $ (49,631) $(1,752,743) $ 171,254
=========== =========== =========== =========== =========== ===========
Net income (loss) - GAAP - allocable
to limited partners ........................ $ 359,811 $ 396,876 $ 244,000 $ (49,135) $(1,735,216) $ 169,541
=========== =========== =========== =========== =========== ===========
Taxable income (loss) from
operations (2) ............................. (1) $ (649,775) $(3,611,476) $ 1,780,593 $ 1,722,134 $ 1,718,009
=========== =========== =========== =========== =========== ===========
Cash generated from operations ............... $ 402,057 $ 391,072 $ 2,854,887 $ 2,694,348 $ 2,861,889 $ 2,946,917
Cash generated from sales .................... 328,826 3,058,969 1,665,032 1,266,452 245,274 173,950
Cash generated from refinancing .............. -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Cash generated from operations,
sales and refinancing ...................... 730,883 3,450,041 4,519,919 3,960,800 3,107,163 3,120,867
Less:
Cash distributions to investors
from operations ......................... 447,319 1,796,363 1,799,100 2,466,667 2,800,000 1,820,401
Cash distributions to General Partner from
operations .............................. 4,518 18,144 18,173 24,916 28,283 18,388
----------- ----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing after cash distributions ...... $ 279,046 $ 1,635,534 $ 2,702,646 $ 1,469,217 $ 278,880 $ 1,282,078
=========== =========== =========== =========== =========== ===========
B-9
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series C (Continued)
(unaudited)
For the Three Months
Ended March 31, For the Years Ended December 31,
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000
limited partner investment
Federal income tax results:
Taxable (loss) from operations (2) (1) $ (32.24) $(178.86) $ 88.14 $ 85.25 $ 115.75
========= ========= ======== ======== ======== =========
Cash distributions to investors (3)
Source (on GAAP basis)
Investment income $ 18.10 $ 19.87 $ 12.21 $ - - $ 11.54
Return of capital $ 4.40 $ 70.13 $ 77.79 $ 123.33 $ 140.00 $ 112.35
Source (on Cash basis)
- Operations $ 20.22 $ 19.59 $ 90.00 $ 123.33 $ 140.00 $ 123.89
- Sales 2.28 70.41 - - - -
- Refinancing - - - - - -
- Other - - - - - -
Weighted average number of
limited partnership
($100) units outstanding 198,775 199,558 199,900 199,992 200,000 146,942
======== ======== ======== ======== ========= =========
</TABLE>
(1)Interim tax information is not available.
(2)The difference between Net income (loss) - GAAP and Taxable income from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue on
Direct Finance Leases.
(3)The program held its initial closing on January 3, 1991 and as of its final
closing date on June 20, 1991 it had eleven (11) additional semi-monthly
closings. Taxable income from operations per $1,000 limited partner
investment is calculated based on the weighted average number of limited
partnership units outstanding during the period.
(4)The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(5)The Partnership records a write down to its residual position if it has been
determined to be impaired. Impairment generally occurs for one of two
reasons: (1) when the recoverable value of the underlying equipment falls
below the Partnership's carrying value or (2) when the primary security
holder has foreclosed on the underlying equipment in order to satisfy the
remaining lease obligation and the amount of proceeds received by the primary
security holder in excess of such obligation is not sufficient to recover the
Partnership's residual position.
B-10
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series D
(unaudited)
The following table summarizes the operating results of Series D. The
Program's records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
From Inception,
For the Three August 23, 1991,
Months Ended Through
March 31, For the Years Ended December 31, December 31,
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues ......................................... $ 1,003,439 $ 3,270,722 $ 3,661,321 $ 6,300,753 $ 7,519,451 $ 968,933
Net gain on sales or remarketing of equipment .... 119,071 1,931,333 1,199,830 313,468 31,225 --
----------- ----------- ----------- ----------- ----------- -----------
Gross revenue .................................... 1,122,510 5,202,055 4,861,151 6,614,221 7,550,676 968,933
Less:
Management fees - General Partner ............. 142,090 594,623 778,568 996,356 751,419 45,426
Amortization of initial direct costs .......... 165,475 511,427 580,457 931,983 937,320 45,502
General and administrative .................... 45,690 273,663 412,655 184,604 33,228 22,548
Interest expense .............................. 396,577 621,199 652,196 1,261,312 1,344,123 109,934
Provision for bad debts (4) ................... -- 150,000 475,000 575,000 850,000 70,399
Administrative expense reimbursement
- General Partner ........................... 57,889 257,401 337,867 423,387 -- --
Depreciation expense .......................... -- -- 4,167 1,144,609 2,773,402 587,664
----------- ----------- ----------- ----------- ----------- -----------
Net income - GAAP ................................ $ 314,789 $ 2,793,742 $ 1,620,241 $ 1,096,970 $ 861,184 $ 87,460
=========== =========== =========== =========== =========== ===========
Net income - GAAP - allocable to limited partners $ 311,641 $ 2,765,805 $ 1,604,039 $ 1,086,000 $ 852,572 $ 86,585
=========== =========== =========== =========== =========== ===========
Taxable income from operations (2) ............... (1) $ 1,641,323 $ 2,612,427 $ 5,766,321 $ 1,883,943 $ 243,697
=========== =========== =========== =========== =========== ===========
Cash generated from operations ................... $ 791,846 $ 2,756,354 $ 1,969,172 $ 6,330,281 $ 8,297,264 $ 829,797
Cash generated from sales ........................ 260,317 6,776,544 9,054,589 5,143,299 199,841 --
Cash generated from refinancing .................. 1,000,000 4,148,838 -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing ................................... 2,052,163 13,681,736 11,023,761 11,473,580 8,497,105 829,797
Less:
Cash distributions to investors from operations 1,397,229 5,589,207 5,596,503 5,600,000 4,347,156 192,005
Cash distributions to General Partner from
operations .................................. 14,113 56,457 56,530 56,564 43,911 1,939
----------- ----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing after cash distributions .......... $ 640,821 $ 8,039,072 $ 5,370,728 $ 5,817,016 $ 4,106,038 $ 635,853
=========== =========== =========== =========== =========== ===========
B-11
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series D (Continued)
(unaudited)
From Inception,
For the Three August 23, 1991,
Months Ended Through
March 31, For the Years Ended December 31, December 31,
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000
limited partner investment
Federal income tax results:
Taxable from operations (2) (1) $ 40.70 $ 64.71 $ 142.72 $ 55.85 $ 29.00
========== ========= ========= ========= ========= ========
Cash distributions to investors (3)
Source (on GAAP basis)
Investment income $ 7.81 $ 69.28 $ 40.13 $ 27.15 $ 25.53 $ 10.41
Return of capital $ 27.19 $ 70.72 $ 99.87 $ 112.85 $ 104.65 $ 12.67
Source (on Cash basis)
- Operations $ 19.84 $ 69.04 $ 48.77 $ 140.00 $ 130.18 $ 23.08
- Sales 15.16 70.96 91.23 - - -
- Refinancing - - - - - -
- Other - - - - - -
Weighted average number of
limited partnership ($100)
units outstanding 399,233 399,229 399,703 400,000 333,945 83,201
========== ========= ========= ========= ========= ========
</TABLE>
(1) Interim tax information is not available.
(2) The difference between Net income (loss) - GAAP and Taxable income from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(3) The program held its initial closing on September 13, 1991 and as of its
final closing date on June 5, 1992 it had eighteen (18) additional
semi-monthly closings. Taxable income from operations per $1,000 limited
partner investment is calculated based on the weighted average number of
limited partnership units outstanding during the period.
(4) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
B-12
<PAGE>
TABLE III
Operating Results of Prior Public Programs-Series E
(unaudited)
The following table summarizes the operating results of Series E. The
Program's records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
For the Three
Months Ended
March 31, For the Years Ended December 31,
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues ......................................................... $2,138,088 $10,570,473 $10,946,254 $ 8,748,076 $ 490,347
Net gain on sales or remarketing of equipment .................... 238,199 1,610,392 628,027 1,486,575 --
----------- ----------- ----------- -----------
Gross revenue .................................................... 2,376,287 12,180,865 11,574,281 10,234,651 490,347
Less:
Interest expense .............................................. 829,234 4,377,702 4,868,950 3,023,934 140,306
Amortization of initial direct costs .......................... 250,593 1,530,505 1,840,714 1,667,212 74,126
Management fees - General Partner ............................. 331,845 1,596,569 1,547,509 949,468 15,903
Depreciation .................................................. 265,428 1,061,712 289,478 18,037 --
Administrative expense reimbursement - General Partner ........ 159,116 784,775 408,114 811,966 574,677
General and administrative .................................... 87,608 638,362 438,569 315,000 16,401
Provision for bad debts (4) ................................... -- 600,000 250,000 2,186,750 150,000
Minority interest in joint venture ............................ 1,506 5,438 -- -- --
----------- ----------- ----------- ----------- -----------
Net income - GAAP ................................................ $ 450,957 $ 1,585,802 $ 1,527,095 $ 1,499,573 $ 93,611
=========== =========== =========== =========== ===========
Net income - GAAP - allocable to limited partners ................ $ 446,447 $ 1,569,944 $ 1,511,824 $ 1,484,577 $ 92,675
=========== =========== =========== =========== ===========
Taxable income from operations (2) ............................... (1) $ 1,700,386 $ 2,793,029 $ 3,293,140 $ 247,921
=========== =========== =========== =========== ===========
Cash generated from operations ................................... $ 6,332,183 $ 8,768,414 $17,597,929 $18,415,294 $ 974,501
Cash generated from sales ........................................ 1,190,114 7,419,261 6,492,842 9,416,909 --
Cash generated from refinancing .................................. 780,000 7,400,000 -- 38,494,983 --
----------- ----------- ----------- -----------
Cash generated from operations, sales and refinancing ............ 8,302,297 23,587,675 24,090,771 66,327,186 974,501
Less:
Cash distributions to investors from operations ............... 1,943,053 7,773,082 8,390,043 5,796,799 468,726
Cash distributions to General Partner from operations ......... 19,627 78,512 78,582 58,637 4,735
----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and refinancings
after cash distributions ....................................... $ 6,339,617 $15,736,081 $15,622,146 $60,471,750 $ 501,040
=========== =========== =========== =========== ===========
B-13
<PAGE>
TABLE III
Operating Results of Prior Public Programs-Series E (Continued)
(unaudited)
For the Three
Months Ended March 31,
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Tax and distribution data per $1,000
limited partner investment
Federal Income Tax results:
Taxable income from operations (2) ............. (1) $ 27.61 $ 45.32 $ 66.54 $ 21.81
== =========== ========== ========== ========== ==========
Cash distributions to investors (3)
Source (on GAAP basis)
Investment income ............................ $ 7.32 $ 25.75 $ 24.78 $ 30.32 $ 8.23
Return of capital ............................ $ 24.55 $ 101.75 $ 112.74 $ 88.06 $ 33.41
Source (on cash basis)
- Operations ................................... $ 31.87 $ 127.50 $ 137.52 $ 118.38 $ 41.64
- Sales ........................................ -- -- -- -- --
- Refinancings ................................. -- -- -- -- --
- Other ........................................ -- -- -- -- --
Weighted average number of
limited partnership
($100) units outstanding ........................ 609,576 609,650 610,080 489,966 112,552
===== ========== ========= ========= ========= =========
</TABLE>
(1)Interim tax information is not available.
(2)The difference between Net income (loss) - GAAP and Taxable income from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue on
Direct Finance Leases.
(3)The program held its initial closing on July 6, 1992 and as of its final
closing date of July 31, 1993 it had twenty-six (26) additional semi-monthly
closings. Taxable income from operations per $1,000 limited partner
investment is calculated based on the weighted average number of limited
partnership units outstanding during the period.
(4)The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
B-14
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Six
(unaudited)
The following table summarizes the operating results of L.P. Six. The
Program's records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
For the Three For the Years
Months Ended March 31, Ended December 31,
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Revenues ................................................................. $ 2,474,520 $6,622,180 $ 203,858
Net gain on sales or remarketing of equipment ............................ 58,597 107,733 --
Gross revenue ............................................................ 2,533,117 6,729,913 203,858
Less:
Interest expense ..................................................... 1,180,959 3,003,633 2,142
Amortization of initial direct costs ................................. 331,719 828,154 12,748
Management fees - General Partner .................................... 489,485 696,096 8,827
Depreciation ......................................................... 212,162 636,487 --
Administrative expense reimbursement - General Partner ............... 225,277 381,471 6,872
Provision for bad debts (4) .......................................... 150,000 570,000 63,500
Minority interest in joint venture ................................... 18,471 177,769 --
General and administrative ........................................... 168,798 360,235 38,879
----------- ----------- -----------
Net income - GAAP ........................................................ $ (243,754) $ 76,068 $ 70,890
=========== =========== ===========
Net income - GAAP - allocable to limited partners ........................ $ (241,316) $ 75,307 $ 70,181
=========== =========== ===========
Taxable income from operations (2) ....................................... (1) $ 2,239,753 $ 71,033
Cash generated from operations $ ......................................... $ 1,690,687 $ 8,776,203 $ 439,913
Cash generated from sales ................................................ 270,677 1,016,807 --
Cash generated from refinancing .......................................... 5,941,893 33,151,416 --
----------- ----------- -----------
Cash generated from operations, sales and refinancing .................... 7,903,257 42,944,426 439,913
Less:
Cash distributions to investors from operations ...................... 1,030,903 2,543,783 311,335
Cash distributions to General Partner from operations ................ 10,413 25,694 3,145
----------- ----------- -----------
Cash generated from operations, sales and refinancing
after cash distributions ............................................. $ 6,861,941 $40,374.949 $ 125,433
=========== =========== ===========
B-15
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Six
(unaudited)
For the Three For the Years
Months Ended March 31, Ended December 31,
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable from operations (2) ................... (1) $ 85.13 $ 22.15
========= ========= ========
Cash distributions to investors (3)
Source (on GAAP basis)
Investment income .......................... $ -- $ 2.89 $ 22.10
Return of capital .......................... $ 26.89 $ 94.78 $ 75.94
Source (on cash basis)
- Operations ............................... $ 26.89 $ 97.67 $ 98.04
- Sales .................................... -- -- --
- Refinancing .............................. -- -- --
- Other .................................... -- -- --
Weighted average number of limited partnership
($100) units outstanding ...................... 383,436 260,453 31,755
========== ========= =======
</TABLE>
(1)Interim tax information is not available.
(2)The difference between Net income (loss) - GAAP and Taxable income from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue on
Direct Finance Leases.
(3)The program held its initial closing on March 31, 1994. Taxable income from
operations per $1,000 limited partner investment is calculated based on the
weighted average number of limited partnership units outstanding during the
period.
(4)The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
B-16
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Seven
(unaudited)
The following table summarizes the operating results of L.P. Seven. The
Program's records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
For the Three
Months Ended
March 31,
1996
Revenues .................................................. $ 75,135
Net gain on sales or remarketing of equipment ............... --
---------
Gross revenue ............................................... 75,135
Less:
Interest expense ........................................ 34,897
Management fees - General Partner ....................... 13,436
Amortization of initial direct costs .................... 9,237
Administrative expense reimbursement - General Partner .. 5,898
General and administrative .............................. 4,808
---------
Net income - GAAP ......................................... $ 6,859
=========
Net income - GAAP - allocable to limited partners ......... $ 6,790
=========
Taxable income from operations (2) .......................... (1)
=========
Cash generated from operations ............................ $ 154,937
Cash generated from sales ................................... --
Cash generated from refinancing ............................. --
Cash generated from operations, sales and refinancing ....... 154,937
Less:
Cash distributions to investors from operations ......... 48,957
Cash distributions to General Partner from operations ... 494
Cash generated from operations, sales and refinancing
after cash distributions ................................ $ 105,486
=========
B-17
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Seven
(unaudited)
For the Three
Months Ended
March 31,
1996
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable from operations (2) (1)
=========
Cash distributions to investors (3)
Source (on GAAP basis)
Investment income $ 1.50
Return of capital $ 9.41
Source (on cash basis)
- Operations $ 10.91
- Sales -
- Refinancing -
- Other -
Weighted average number of limited partnership
($100) units outstanding 44,819
=========
(1)Interim tax information is not available.
(2)The program held its initial closing on January 19, 1996. Taxable income from
operations per $1,000 limited partner investment is calculated based on the
weighted average number of limited partnership units outstanding during the
period.
B-18
<PAGE>
TABLE IV
Results of Completed Prior Public Programs
(unaudited)
No Prior Public Programs have completed operations in the five years ended March
31, 1996.
B-19
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series A for the six years ended December 31, 1995,
and the three months ended March 31, 1996. Each of the Programs' records are ma
with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Computers 1988 1990 $32,352 $13,859 $16,955 $3,096 $1,064
Office Copier 1988 1990 $180,922 $52,504 $52,504 $0 ($30,400)
Agriculture 1988 1991 $19,032 $8,921 $7,225 ($1,696) ($2,214)
Computers 1988 1991 $8,450 $0 $465 $465 $0
Computers 1989 1991 $363,540 $28,027 $56,077 $28,050 $14,962
Telecommunications 1990 1991 $827,804 $49,393 $0 ($49,393) $0
Medical 1988 1991 $29,756 $0 $0 $0 ($10,626)
Copiers 1988 1991 $235,863 $0 $0 $0 ($18,115)
Agriculture 1988 1992 $61,200 $25,810 $24,152 ($1,658) $0
Computers 1988 1992 $51,353 $0 $0 $0 $0
Copiers 1988 1992 $195,875 $0 $0 $0 $0
Material Handling 1988 1992 $78,321 $0 $0 $0 $0
Medical 1988 1992 $50,433 $15,250 $7,000 ($8,250) $34,389
Computers 1989 1992 $41,058 $4,553 $6,606 $2,053 ($13,951)
Copiers 1989 1992 $81,913 $6,495 $6,495 $0 $1,114
Office Equipment 1989 1992 $81,986 $2,821 $12,298 $9,477 ($28,695)
Computers 1991 1992 $3,607 $3,196 $4,142 $946 $1,076
Furniture And
Fixtures 1992 1992 $4,325 $4,430 $4,390 ($40) $65
Computers 1988 1993 $71,813 $0 $0 $0 $0
Furniture 1988 1993 $350,000 $0 $0 $0 $0
Medical 1988 1993 $221,191 $182 $2,382 $2,200 $2,341
Agriculture 1989 1993 $57,975 $2,050 $2,932 $882 ($1,724)
Printing 1989 1993 $126,900 $5,661 $7,800 $2,139 ($10,729)
Reprographics 1989 1993 $112,500 $115 $115 $0 ($12,079)
Computers 1990 1993 $79,043 $0 $0 $0 $0
Reprographics 1990 1993 $71,805 $8,391 $12,528 $4,137 $0
Retail 1990 1993 $198,513 ($32,916) $67,894 $100,810 $0
Video Production 1990 1993 $341,796 $67,965 $161,615 $93,650 $24,507
Computers 1991 1993 $135,380 $6,540 $20,134 $13,594 ($50,622)
Fixture 1992 1993 $2,267 $1,635 $1,824 $189 $11
Telecommunications 1992 1993 $20,000 $11,840 $11,200 ($640) ($4,800)
Video Production 1992 1993 $3,362 $1,110 $592 ($518) ($2,867)
Manufacturing &
Production 1993 1993 $22,660 $0 $0 $0 $0
Agriculture 1988 1994 $30,000 $288 $288 $0 $0
Medical 1988 1994 $46,050 $6,438 $6,438 $0 $0
Computers 1989 1994 $71,152 $6,942 $500 ($6,442) ($1,449)
Computers 1991 1994 $156,552 $6,882 $16,611 $9,729 ($41,137)
Material Handling 1991 1994 $7,013 $1,973 $2,203 $230 ($604)
Medical 1991 1994 $40,556 ($11,278) $1,460 $12,738 $375
Fixture 1992 1994 $3,396 $751 $845 $94 ($1,192)
Manufacturing &
Production 1992 1994 $17,103 ($199) $0 $199 ($5,443)
Furniture 1993 1994 $26,868 $0 $0 $0 $0
Manufacturing &
Production 1993 1994 $27,096 $10,139 $11,054 $915 $0
Agriculture 1989 1994 $14,191 $350 $350 $0 $0
Printing 1993 1994 $24,112 $24,030 $27,061 $3,031 $0
Computers 1991 1995 $17,200 $173 $3,522 $3,349 $1,594
Copiers 1991 1995 $49,081 $7,350 $7,423 $73 ($3,044)
Sanitation 1991 1995 $21,452 $560 $4,818 $4,258 $3,010
Agriculture 1992 1995 $7,828 $462 $737 $275 ($1,901)
Computers 1993 1995 $64,391 $36,094 $5,863 ($30,231) $0
Manufacturing &
Production 1993 1995 $28,557 $8,752 $8,912 $160 $0
Retail 1993 1995 $28,507 ($9) $697 $706 $0
Computers 1991 1996 $798 $79 $51 ($28) (4)
Computers 1993 1996 $28,479 ($8) $477 $484 (4)
Furniture 1993 1996 $9,978 ($2) $0 $2 (4)
Manufacturing &
Production 1993 1996 $22,012 $401 $403 $2 (4)
Retail 1993 1996 $27,588 ($5) $0 $5 (4)
Sanitation 1993 1996 $5,822 $0 $0 $0 (4)
Video Production 1993 1996 $41,465 $12,099 $12,441 $342 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1996.
B-20 - B-21
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the six years ended December 31, 1995,
and the three months ended March 31, 1996. Each of the Programs' records are
maintained in with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Manufacturing & Production 1990 1990 $31,129 $28,288 $34,142 $5,854 $3,013
Mining 1990 1990 $145,227 $120,804 $120,804 $0 $0
Video Production 1990 1990 $10,201 $8,006 $9,086 $1,080 $671
Agriculture 1989 1991 $5,986 $4,003 $0 ($4,003) $0
Computers 1989 1991 $76,899 $52,134 $7,492 ($44,642) $0
Construction 1989 1991 $48,299 $43,554 $7,784 ($35,770) ($7,007)
Copiers 1989 1991 $7,469 $4,997 $16 ($4,981) $0
Environmental 1989 1991 $10,609 $11,546 $0 ($11,546) $0
Furniture 1989 1991 $86,965 $62,229 $19,339 ($42,890) $0
Manufacturing & Production 1989 1991 $55,125 $34,435 $12,807 ($21,628) $0
Medical 1989 1991 $9,447 $7,643 $0 ($7,643) $0
Office Equipment 1989 1991 $25,171 $24,586 $64 ($24,522) ($1,985)
Retail 1989 1991 $4,405 $4,792 $0 ($4,792) $0
Sanitation 1989 1991 $15,448 $17,983 $0 ($17,983) $0
Telecommunications 1989 1991 $2,238 $0 $60 $60 $0
Transportation 1989 1991 $9,474 $10,801 $0 ($10,801) $0
Video Production 1989 1991 $11,925 $1,762 $7 ($1,755) $0
Agriculture 1990 1991 $35,245 $4,694 $0 ($4,694) ($5,210)
Computers 1990 1991 $2,671,588 $601,346 $136,169 ($465,177) ($476,397)
Construction 1990 1991 $64,544 $29,979 $24,379 ($5,600) ($9,949)
Copiers 1990 1991 $30,699 $18,760 $911 ($17,849) $0
Environmental 1990 1991 $14,658 $15,434 $0 ($15,434) $0
Fixture 1990 1991 $29,510 $27,027 $808 ($26,219) $0
Furniture 1990 1991 $53,420 $34,771 $3,598 ($31,173) ($5,953)
Manufacturing & Production 1990 1991 $526,568 $504,823 $226,978 ($277,845) ($47,036)
Material Handling 1990 1991 $112,075 $59,977 $34,758 ($25,219) $0
Medical 1990 1991 $93,771 $47,016 $0 ($47,016) ($19,410)
Mining 1990 1991 $221,706 $0 $0 $0 ($82,375)
Miscellaneous 1990 1991 $29,443 $28,179 $0 ($28,179) $0
Office Equipment 1990 1991 $44,560 $34,289 $760 ($33,529) $0
Restaurant 1990 1991 $97,304 $45,062 $18,564 ($26,498) ($24,787)
Retail 1990 1991 $43,751 $18,362 $9,230 ($9,132) ($12,624)
Sanitation 1990 1991 $171,345 $66,074 $77,146 $11,072 ($78,222)
Telecommunications 1990 1991 $980,613 $119,372 $0 ($119,372) ($11,618)
Transportation 1990 1991 $13,434 $13,858 $0 ($13,858) $0
Video Production 1990 1991 $46,645 $26,631 $3,754 ($22,877) $11,741
Material Handling 1991 1991 $109,115 $108,512 $113,482 $4,970 $0
Agriculture 1989 1992 $89,766 $19,058 $21,912 $2,854 ($12,999)
Computers 1989 1992 $60,747 $1,659 $2,593 $934 $0
Copiers 1989 1992 $79,556 $10,817 $10,839 $22 ($9,798)
Furniture 1989 1992 $35,512 $2,418 $2,911 $493 $0
Manufacturing & Production 1989 1992 $117,236 $1,924 $1,936 $12 $0
Material Handling 1989 1992 $16,058 $670 $789 $119 ($7,845)
Medical 1989 1992 $31,701 $7,548 $1,967 ($5,580) $0
Office Equipment 1989 1992 $19,981 $1,381 $1,427 $46 $0
Printing 1989 1992 $25,000 $3,510 $2,510 ($1,000) ($8,247)
Telecommunications 1989 1992 $18,779 $1,910 $2,012 $102 $0
Video Production 1989 1992 $21,849 $3,275 $3,283 $8 $0
Agriculture 1990 1992 $46,968 $2,847 $3,463 $617 ($4,451)
Computers 1990 1992 $3,872,456 $671,632 $342,387 ($329,245) ***********
Construction 1990 1992 $23,493 $1,229 $1,229 $0 $0
Copiers 1990 1992 $19,240 $2,165 $3,524 $1,358 ($8,884)
Environmental 1990 1992 $7,195 $1,164 $1,164 $0 ($4,683)
Fixture 1990 1992 $55,869 $7,661 $9,096 $1,436 ($34,594)
Furniture 1990 1992 $58,095 $7,193 $7,719 $525 ($26,836)
Manufacturing & Production 1990 1992 $192,143 $47,665 $43,213 ($4,452) ($45,657)
Material Handling 1990 1992 $104,852 $23,011 $7,775 ($15,236) ($15,648)
Medical 1990 1992 $88,537 $12,382 $13,393 $1,011 ($38,945)
Miscellaneous 1990 1992 $4,999 $1,313 $1,236 ($77) ($2,804)
Office Equipment 1990 1992 $1,203,666 $179,190 $2,513 ($176,678) ($6,351)
Printing 1990 1992 $4,055 $787 $787 $0 ($2,487)
Restaurant 1990 1992 $83,624 $194 $6,850 $6,657 ($12,961)
Retail 1990 1992 $63,030 $35,999 $581 ($35,419) ($1,296)
Sanitation 1990 1992 $200,642 $12,623 $13,101 $478 ($14,846)
Telecommunications 1990 1992 $64,899 $11,997 $4,965 ($7,032) ($18,620)
Transportation 1990 1992 $7,610 $1 $1 $0 $0
Video Production 1990 1992 $18,558 $3,521 $4,302 $781 ($7,177)
Furniture 1991 1992 $25,909 $28,313 $0 ($28,313) $0
Manufacturing & Production 1991 1992 $51,311 $47,497 $57,487 $9,990 $0
Material Handling 1991 1992 $10,023 $10,462 $10,595 $133 $0
Office Equipment 1991 1992 $15,789 $0 $0 $0 $0
Sanitation 1991 1992 $18,840 $10,122 $10,516 $394 $0
Agriculture 1989 1993 $31,500 $4,370 $10,095 $5,725 $1,431
Computers 1989 1993 $93,554 $267 $661 $394 $0
Copiers 1989 1993 $168,679 $19,448 $23,072 $3,624 ($26,046)
Furniture 1989 1993 $116,287 $17,152 $19,536 $2,384 ($9,084)
Manufacturing & Production 1989 1993 $14,804 $2,832 $3,541 $709 $0
Material Handling 1989 1993 $20,725 $0 $1,650 $1,650 $0
Office Equipment 1989 1993 $81,777 $990 $17,490 $16,500 ($4,999)
Telecommunications 1989 1993 $2,524 $0 $0 $0 $0
Video Production 1989 1993 $22,321 $0 $0 $0 $0
Agriculture 1990 1993 $132,350 $11,556 $11,963 $407 ($42,903)
Automotive 1990 1993 $75,730 $45,795 $51,888 $6,093 ($3,043)
Computers 1990 1993 $1,069,393 $140,198 $164,423 $24,225 ($267,270)
Construction 1990 1993 $41,779 $5,058 $5,075 $17 ($9,774)
Copiers 1990 1993 $23,318 $3,058 $2,505 ($553) ($7,670)
Fixture 1990 1993 $73,038 $10,235 $10,235 $0 ($22,303)
Furniture 1990 1993 $118,834 $11,204 $11,509 $305 ($10,168)
Manufacturing & Production 1990 1993 $1,120,324 $139,342 $186,899 $47,557 ($271,929)
Material Handling 1990 1993 $210,922 $20,462 $29,157 $8,695 ($51,481)
Medical 1990 1993 $380,749 $56,711 $37,821 ($18,890) ($68,880)
Office Equipment 1990 1993 $69,232 $8,695 $9,275 $580 ($18,731)
Printing 1990 1993 $6,061 $1,431 $1,050 ($381) ($1,388)
Reprographics 1990 1993 $82,000 $8,200 $40,000 $31,800 $7,109
Restaurant 1990 1993 $121,682 $10,330 $11,517 $1,187 ($28,626)
Retail 1990 1993 $11,280 $813 $1,797 $984 ($2,806)
Sanitation 1990 1993 $43,697 $5,148 $5,152 $4 ($10,588)
Telecommunications 1990 1993 $278,193 $20,246 $22,616 $2,370 ($58,857)
Unknown 1990 1993 $595,538 ($98,697) $203,595 $302,292 $0
Video Production 1990 1993 $7,981 $374 $374 $0 ($1,484)
Computers 1991 1993 $248,090 $36,021 $36,834 $813 ($9,175)
Construction 1991 1993 $10,590 $869 $1,875 $1,006 ($4,480)
Furniture 1991 1993 $73,541 ($66) $603 $669 ($7,311)
Manufacturing & Production 1991 1993 $12,951 $0 $0 $0 $0
Material Handling 1991 1993 $43,408 $20,390 $23,147 $2,757 ($1,015)
Medical 1991 1993 $9,425 $5,708 $6,513 $805 $858
Sanitation 1991 1993 $37,743 $16,285 $15,506 ($779) $0
Computers 1992 1993 $79,557 $38,668 $38,668 $0 ($36,961)
Material Handling 1992 1993 $30,692 $149 $6,578 $6,429 ($17,976)
Computers 1989 1994 $468,870 $109,719 $109,720 $1 $102,026
Copiers 1989 1994 $13,461 $30 $30 $0 $0
Furniture 1989 1994 $218,655 $79,000 $79,000 $0 $80,901
Manufacturing & Production 1989 1994 $90,725 ($13) $0 $13 $0
Medical 1989 1994 $97,017 $699 $1,141 $441 $0
Office Equipment 1989 1994 $2,796 $0 $126 $126 $0
Printing 1989 1994 $14,123 $0 $0 $0 $0
Telecommunications 1989 1994 $10,950 ($2) $127 $129 $0
Agriculture 1990 1994 $73,503 $11,518 $12,258 $740 ($3,345)
Computers 1990 1994 $3,937,366 $957,935 $959,231 $1,295 $367,292
Construction 1990 1994 $141,052 $16,265 $16,265 $0 ($14,659)
Fixture 1990 1994 $100,514 $10,959 $10,959 $0 ($6,640)
Furniture 1990 1994 $282,115 $89,792 $94,919 $5,127 $43,164
Manufacturing & Production 1990 1994 $443,855 $121,619 $137,376 $15,757 ($8,207)
Material Handling 1990 1994 $411,986 $20,972 $20,972 $0 ($33,402)
Medical 1990 1994 $462,679 $42,572 $62,365 $19,792 $805
Mining 1990 1994 $9,631,966 $1,298,813 $1,298,813 $0 ($689,039)
Office Equipment 1990 1994 $34,402 $3,434 $3,434 $0 ($8,258)
Reprographics 1990 1994 $16,482 $4,547 $4,547 $0 $904
Restaurant 1990 1994 $297,355 $32,327 $33,776 $1,449 ($29,158)
Retail 1990 1994 $841,977 $440,914 $440,914 $0 $668,569
Sanitation 1990 1994 $7,147 $0 $0 $0 $0
Telecommunications 1990 1994 $261,049 ($6,700) $30,311 $37,011 $11,248
Video Production 1990 1994 $45,804 $5,357 $5,365 $8 ($4,684)
Agriculture 1991 1994 $15,633 $625 $629 $4 $0
Computers 1991 1994 $684,631 $59,296 $59,296 $0 ($213,947)
Copiers 1991 1994 $39,270 $2,598 $648 ($1,950) ($15,152)
Environmental 1991 1994 $44,016 $864 $904 $41 $0
Furniture 1991 1994 $20,546 $906 $923 $17 $0
Material Handling 1991 1994 $66,497 $2,470 $2,642 $172 ($5,750)
Medical 1991 1994 $602,400 $306,415 $373,385 $66,970 $139,985
Sanitation 1991 1994 $83,638 $4,459 $4,634 $174 $0
Telecommunications 1991 1994 $11,188 $898 $1,146 $248 ($3,419)
Manufacturing & Production 1993 1994 $81,735 ($61) $34 $95 $0
Material Handling 1993 1994 $6,578 $3,110 $3,600 $490 $0
Sanitation 1994 1994 $7,320 $0 $0 $0 $0
Computers 1989 1995 $24,831 $1,574 $13 ($1,561) $0
Manufacturing & Production 1989 1995 $11,262 $4,128 $0 ($4,128) $0
Computers 1990 1995 $3,151,688 $784,267 $578,324 ($205,942) $61,278
Construction 1990 1995 $397,553 $139,680 $93,172 ($46,508) $2,914
Copiers 1990 1995 $26,920 $6,048 ($0) ($6,048) $0
Furniture 1990 1995 $64,010 $5,908 $4,760 ($1,148) $5,171
Material Handling 1990 1995 $108,329 $7,629 $6,899 ($730) ($15)
Medical 1990 1995 $919,987 $320,531 $260,980 ($59,551) $56,955
Manufacturing & Production 1990 1995 $846,718 $211,207 $244,937 $33,730 $243,103
Office Equipment 1990 1995 $38,014 $4,192 $2,111 ($2,081) $1,950
Reprographics 1990 1995 $102,003 $1 $1 $0 $0
Restaurant 1990 1995 $63,437 $4,636 $1,896 ($2,740) $897
Retail 1990 1995 $2,703,611 $349,429 $193,032 ($156,397) $184,637
Sanitation 1990 1995 $58,070 $4,110 $1,738 ($2,372) $1,518
Video Production 1990 1995 $3,404 $773 $0 ($773) $0
Agriculture 1991 1995 $23,262 $7,034 $7,449 $415 $1,921
Computers 1991 1995 $2,712,345 $677,342 $648,479 ($28,863) $126,108
Construction 1991 1995 $25,214 $1,539 $2,727 $1,188 ($2,122)
Furniture 1991 1995 $62,471 $16,192 $5,091 ($11,101) ($4,400)
Material Handling 1991 1995 $34,473 $12,502 $12,105 ($397) $0
Manufacturing & Production 1991 1995 $132,184 $5,116 $50,110 $44,993 $27,132
Office Equipment 1991 1995 $48,350 $7,177 $9,506 $2,329 ($2,320)
Restaurant 1991 1995 $73,807 $3,637 $2,910 ($728) ($1,107)
Telecommunications 1991 1995 $52,499 $3,093 $7,262 $4,169 ($3,403)
Audio 1992 1995 $128,455 $98,566 $122,689 $24,123 $32,942
Computers 1992 1995 $76,900 $2,447 $15,248 $12,801 ($10,269)
Furniture 1992 1995 $188,807 $19,652 $19,652 $0 ($57,369)
Telecommunications 1992 1995 $64,731 $47,017 $55,634 $8,616 $23,500
Video Production 1992 1995 $382,790 $247,199 $298,045 $50,846 $122,650
Copiers 1993 1995 $35,000 $0 $0 $0 $0
Computers 1994 1995 $1,043,007 $346,471 $739,181 $392,710 $661,239
Furniture 1994 1995 $204,779 $171,324 $181,605 $10,281 $0
Medical 1994 1995 $23,671 $2,015 $2,015 $0 $0
Manufacturing & Production 1994 1995 $21,038 $17,225 $18,733 $1,509 $1,436
Computers 1995 1995 $17,231 $16,864 $2,383 ($14,481) $0
Computers 1990 1996 $909,092 $106,145 $98,506 ($7,639) (4)
Medical 1990 1996 $15,713 $1,043 ($0) ($1,043) (4)
Printing 1990 1996 $26,691 $728 ($0) ($728) (4)
Retail 1990 1996 $1,332,608 $139,542 $238,200 $98,658 (4)
Construction 1991 1996 $25,713 $3,791 $3,857 $66 (4)
Furniture 1991 1996 $15,289 ($381) $0 $381 (4)
Fixtures 1994 1996 $11,052 $0 $0 ($0) (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1996.
B-21 - B-26
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series C for the five years ended December 31, 1995,
and the three months ended March 31, 1996. Each of the Programs' records are
maintained in a with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Agriculture 1991 1991 $2,942 $0 $0 $0 $0
Computers 1991 1991 $1,389 $0 $31 $31 $31
Construction 1991 1991 $906 $102 $256 $154 $154
Manufacturing & Production 1991 1991 $1,800 $328 $343 $15 $15
Material Handling 1991 1991 $1,383 $0 $269 $269 $269
Office Equipment 1991 1991 $1,233 $0 $0 $0 $0
Printing 1991 1991 $19,967 $0 $6 $6 $6
Retail 1991 1991 $6,714 $557 $639 $83 $83
Sanitation 1991 1991 $167,899 $168,591 $172,406 $3,815 $3,815
Agriculture 1991 1992 $7,013 $1,133 $300 ($834) ($773)
Computers 1991 1992 $451,724 $57,141 $55,313 ($1,828) ($38,009)
Construction 1991 1992 $233,875 $115,470 $119,943 $4,473 ($49,808)
Copiers 1991 1992 $4,634 ($1,798) $336 $2,134 $0
Fixture 1991 1992 $10,326,838 $1,421,047 $614 ($1,420,433) $0
Furniture 1991 1992 $3,478 $1 $1 $0 $0
Material Handling 1991 1992 $25,677 $10,492 $11,432 $940 ($3,074)
Medical 1991 1992 $12,817 $100 $100 $0 ($10,859)
Manufacturing & Production 1991 1992 $43,629 ($1,124) $1,754 $2,878 ($32,166)
Office Equipment 1991 1992 $8,342 $8,593 $3,261 ($5,332) $0
Printing 1991 1992 $16,961 $790 $944 $154 ($9,907)
Restaurant 1991 1992 $35,504 $22,369 $8,777 ($13,592) $0
Retail 1991 1992 $118,527 $273,200 $10,583 ($262,617) ($69,026)
Sanitation 1991 1992 $253,845 $111,627 $115,785 $4,158 $0
Telecommunications 1991 1992 $12,916 $7,936 $9,356 $1,420 ($2,588)
Miscellaneous 1991 1992 $53,827 $21,578 $13,932 ($7,646) $1,797
Agriculture 1991 1993 $57,287 $7,456 $9,998 $2,542 ($18,745)
Automotive 1991 1993 $6,266 $1,328 $1,427 $99 ($2,344)
Computers 1991 1993 $1,051,652 $162,294 $207,909 $45,615 ($325,207)
Construction 1991 1993 $464,100 $55,261 $78,501 $23,240 ($73,626)
Fixture 1991 1993 $2,403 $0 $0 $0 ($15,392)
Furniture 1991 1993 $99,455 $25,656 $15,551 ($10,105) ($138,905)
Medical 1991 1993 $1,313,194 $708,948 $710,991 $2,043 ($81,725)
Manufacturing & Production 1991 1993 $207,168 $25,494 $33,904 $8,410 ($2,771)
Office Equipment 1991 1993 $50,397 $10,621 $11,360 $739 ($12,948)
Printing 1991 1993 $23,682 $425 $1,500 $1,075 $0
Reprographics 1991 1993 $3,898 $464 $464 $0 ($12,279)
Restaurant 1991 1993 $52,281 $8,374 $11,424 $3,050 ($45,442)
Retail 1991 1993 $107,672 $6,184 $14,538 $8,354 ($5,137)
Sanitation 1991 1993 $369,044 $58,844 $72,766 $13,922 ($3,854)
Telecommunications 1991 1993 $13,462 $609 $995 $386 ($1,686)
Transportation 1991 1993 $3,762 $271 $612 $341 $0
Construction 1992 1993 $14,788 ($961) $0 $961 $0
Retail 1992 1993 $4,093 ($139) $396 $535 ($2,058)
Agriculture 1991 1994 $37,987 $10,692 $14,276 $3,584 ($1,742)
Automotive 1991 1994 $54,591 $161 $190 $29 $0
Computers 1991 1994 $3,845,015 $145,861 $176,290 $30,428 ($761,570)
Construction 1991 1994 $144,438 $8,068 $10,874 $2,806 ($2,060)
Copiers 1991 1994 $2,041 ($0) $89 $89 $0
Environmental 1991 1994 $213,173 $94,203 $123,051 $28,848 ($38,471)
Fixture 1991 1994 $234,136 $31,188 $32,228 $1,040 ($64,973)
Furniture 1991 1994 $544,084 ($33,508) $42,733 $76,241 ($111,133)
Material Handling 1991 1994 $27,610 $9,861 $12,180 $2,320 ($8,523)
Medical 1991 1994 $166,398 $1,386 $15,777 $14,391 $490
Manufacturing & Production 1991 1994 $351,497 $31,295 $56,139 $24,844 ($79,430)
Office Equipment 1991 1994 $30,245 $0 $126 $125 $0
Printing 1991 1994 $1,066,789 $210,962 $210,962 $0 ($222,154)
Restaurant 1991 1994 $70,707 ($339) $796 $1,136 ($10,709)
Retail 1991 1994 $1,381,039 $152,323 $153,469 $1,146 ($361,934)
Sanitation 1991 1994 $173,772 $2,892 $4,374 $1,482 $0
Telecommunications 1991 1994 $277,162 ($2,629) $13,384 $16,013 ($57,036)
Video 1991 1994 $8,139 ($1) $327 $328 $0
Fixture 1992 1994 $15,450 $1,223 $1,552 $328 ($8,169)
Manufacturing & Production 1992 1994 $122,247 $21,475 $31,910 $10,435 ($37,107)
Furniture 1994 1994 $65,659 $69,225 $73,420 $4,195 $0
Computers 1991 1995 $14,393,689 $1,892,673 $1,681,499 ($211,174) ($60,114)
Construction 1991 1995 $238,913 $14,433 $27,420 $12,987 ($149,560)
Copiers 1991 1995 $39,507 $3,456 $4,077 $621 $13,504
Fixtures 1991 1995 $804,453 $113,148 $89,760 ($23,388) ($16,463)
Furniture 1991 1995 $603,534 $29,758 $76,781 $47,023 $0
Medical 1991 1995 $3,713,348 $1,692,752 $2,084,752 $392,000 ($260,046)
Manufacturing & Production 1991 1995 $3,123,635 $917,619 $768,141 ($149,478) ***********
Office Equipment 1991 1995 $347,197 $17,431 $17,435 $5 ($3,502)
Retail 1991 1995 $1,765,207 $206,416 $117,745 ($88,670) $854,893
Sanitation 1991 1995 $26,224 $6,541 ($655) ($7,196) $0
Telecommunications 1991 1995 $373,595 $37,285 $38,143 $858 ($103,967)
Video Production 1991 1995 $192,070 $4,450 $23,511 $19,062 $55,805
Furniture 1993 1995 $54,942 $42,999 $23,436 ($19,562)
Material Handling 1993 1995 $46,931 $13,325 $13,753 $428 $0
Restaurant 1994 1995 $436,966 $379,595 $411,179 $31,584 ($17,421)
Retail 1994 1995 $35,025 $10,101 $10,120 $19
Telecommunications 1994 1995 $19,591 $11,665 $1,542 ($10,123) ($13,275)
Fixtures 1995 1995 $25,958 $26,768 $26,866 $99
Computers 1991 1996 $2,108,121 $342,028 $367,006 $24,979 (4)
Furniture 1991 1996 $1,670,320 ($155,540) $71,630 $227,169 (4)
Medical 1991 1996 $560,871 $170,411 $94,534 ($75,877) (4)
Manufacturing & Production 1991 1996 $70,898 $2,858 ($19) ($2,877) (4)
Retail 1991 1996 $71,352 $8,481 $1,150 ($7,331) (4)
Video 1991 1996 $71,636 $1,778 $7,388 $5,610 (4)
Telecommunications 1994 1996 $4,820 $0 $0 $0 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1996.
B-27 - B-29
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the four year ended December 31, 1995,
and the three months ended March 31, 1996. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Medical 1991 1992 $48,364 $0 $0 $0 $0
Medical 1992 1992 $422,800 $406,812 $180,617 ($226,195) ($21,855)
Manufacturing & Production 1992 1992 $922,806 $0 $0 $0 $0
Telecommunications 1991 1992 $2,965 $3,153 $0 ($3,153) $0
Telecommunications 1992 1992 $9,287 $2,960 $19,223 $16,262 $9,564
Video Production 1992 1992 $66,253 $0 $0 $0 $0
Medical 1991 1993 $1,473,719 $767,962 $767,962 $0 ($367,414)
Manufacturing & Production 1991 1993 $729,750 $554,748 $690,006 $135,258 $230,288
Restaurant 1991 1993 $10,967 $9,300 $12,098 $2,798 $5,185
Computers 1992 1993 $804,823 $52,481 $51,141 ($1,340) ($28,781)
Construction 1992 1993 $4,788 $1,071 $1,076 $5 ($2,902)
Copiers 1992 1993 $3,464 $1,071 $1,072 $1 ($1,699)
Furniture 1992 1993 $38,333 $847 $4,245 $3,398 ($26,422)
Manufacturing & Production 1992 1993 $1,659,018 $235,971 $239,336 $3,365 ($108,394)
Material Handling 1992 1993 $4,261 $1,826 $1,826 $0 ($1,617)
Medical 1992 1993 $1,053,825 $421,329 $499,671 $78,342 ($312,299)
Office Equipment 1992 1993 $7,692 $968 $2,919 $1,951 ($3,263)
Sanitation 1992 1993 $9,167 $1,457 $1,457 $0 ($6,364)
Telecommunications 1992 1993 $210,033 $97,163 $97,355 $192 ($118,167)
Medical 1993 1993 $190,018 $27,839 $31,758 $3,919 ($15,146)
Computers 1991 1994 $5,918,285 $1,988,610 $1,988,610 $0 $364,917
Medical 1991 1994 $4,337,672 $1,324,650 $1,325,089 $440 $275,632
Manufacturing & Production 1991 1994 $564,133 $135,237 $139,295 $4,058 ($4,466)
Mining 1991 1994 $6,882,703 $1,911,959 $1,911,959 $0 ($335,688)
Telecommunications 1991 1994 $4,457 $0 $207 $207 $0
Agriculture 1992 1994 $14,661 $308 $392 $84 ($5,218)
Automotive 1992 1994 $2,180 $596 $596 $0 ($752)
Computers 1992 1994 $1,742,271 $515,871 $517,638 $1,767 ($202,085)
Construction 1992 1994 $6,320 $1,583 $1,511 ($72) ($575)
Copiers 1992 1994 $27,272 $3,088 $3,088 $0 ($6,206)
Environmental 1992 1994 $18,502 $3,377 $3,334 ($43) ($8,169)
Fixtures 1992 1994 $30,123 $4,000 $4,966 $966 $0
Furniture 1992 1994 $128,339 $33,457 $34,909 $1,452 ($45,840)
Material Handling 1992 1994 $1,292,595 $1,131,118 $1,129,165 ($1,953) ($7,118)
Medical 1992 1994 $2,243,134 $607,899 $713,599 $105,700 ($627,651)
Manufacturing & Production 1992 1994 $160,816 $85,334 $89,861 $4,527 ($30,668)
Office Equipment 1992 1994 $15,083 $3,869 $3,866 ($3) ($5,979)
Photography 1992 1994 $3,696 $747 $747 $0 ($1,651)
Printing 1992 1994 $12,680 $728 $728 $0 ($2,409)
Restaurant 1992 1994 $85,349 $4,717 $3,740 ($977) ($7,665)
Retail 1992 1994 $14,260 $1,686 $1,686 $0 ($3,106)
Sanitation 1992 1994 $2,333 $707 $707 $0 $0
Telecommunications 1992 1994 $10,655 $3,409 $3,569 $160 ($3,119)
Transportation 1992 1994 $2,452 $716 $442 ($274) ($1,046)
Video Production 1992 1994 $6,320 $2,055 $1,755 ($301) ($2,283)
Medical 1993 1994 $99,286 $21,595 $21,772 $178 $0
Restaurant 1994 1994 $287,433 $276,973 $296,218 $19,245 $0
Computers 1991 1995 $54,716 $6,105 $8,769 $2,664 $66,761
Fixtures 1991 1995 $20,592 $6,858 $466 ($6,391) ($5,577)
Furniture 1991 1995 $671,313 $182,750 $320,524 $137,774 ($6,770)
Medical 1991 1995 $4,238,594 $737,052 $700,553 $17,535 ($71,628)
Manufacturing & Production 1991 1995 $27,177 $1,358 $0 ($1,358) ($1,358)
Retail 1991 1995 $130,096 $31,986 $65,301 $33,315 ($1,749)
Sanitation 1991 1995 $74,519 $8,525 $40,968 $32,443 ($3,429)
Agriculture 1992 1995 $61,210 $12,058 $12,959 $1,475 ($15,540)
Audio 1992 1995 $15,467 $2,721 $0 ($1,964) ($1,964)
Automotive 1992 1995 $21,561 $11,527 ($0) ($1,840) ($1,840)
Computers 1992 1995 $212,151 $24,123 $20,948 ($2,754) ($21,058)
Construction 1992 1995 $39,933 $7,207 $6,398 $0 $38
Fixtures 1992 1995 $18,898 $2,668 $2,668 $0 ($432)
Furniture 1992 1995 $12,485 $1,209 $0 ($1,209) ($1,209)
Material Handling 1992 1995 $2,697,355 $3,586,072 $3,969,642 $1,139,585 ($724,447)
Medical 1992 1995 $3,348,398 $714,943 $494,343 ($220,601) ($1,322,760)
Manufacturing & Production 1992 1995 $1,101,940 $268,754 $269,476 $4,782 ($67,950)
Office Equipment 1992 1995 $2,469 $0 $198 $198 $0
Restaurant 1992 1995 $21,586 $3,710 $3,732 $22 $0
Retail 1992 1995 $160,369 $29,643 $26,957 $1,227 ($751)
Sanitation 1992 1995 $6,460 $1,545 $1,497 ($48) $0
Telecommunications 1992 1995 $224,337 $37,338 $70,923 $33,585 ($718)
Video Production 1992 1995 $95,387 $25,897 $30,829 $5,442 ($428)
Medical 1993 1995 $426,311 $0 $0 $0 $0
Material Handling 1993 1995 $26,836 $19,079 $0 ($19,079) ($19,078)
Agriculture 1994 1995 $16,304 $9,913 $10,262 $348 $0
Computers 1994 1995 $16,175 $15,485 $0 ($15,485) ($15,485)
Medical 1994 1995 $30,222 $5,772 $8,996 $3,225 $0
Manufacturing & Production 1994 1995 $17,817 $14,606 $15,678 $1,072 $0
Restaurant 1994 1995 $312,000 $247,116 $271,401 $24,285 $0
Medical 1995 1995 $10,146 $1,999 $2,000 $1 $0
Fixtures 1991 1996 $25,308 $1,210 $3,244 $2,034 (4)
Computers 1992 1996 $25,629 $3,296 $0 ($3,296) (4)
Construction 1992 1996 $15,340 $2,615 $2,615 $0 (4)
Copier 1992 1996 $2,228 $0 $0 $0 (4)
Medical 1992 1996 $457,006 $59,596 $60,361 $765 (4)
Manufacturing & Production 1992 1996 $805,638 $3,685 $1,655 ($2,030) (4)
Telecommunications 1992 1996 $400,523 $44,812 $157,751 $112,939 (4)
Fixtures 1994 1996 $12,057 $0 $781 $781 (4)
Furniture 1994 1996 $27,035 $23,539 $26,106 $2,567 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1996.
B-30 - B-32
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the three years ended December 31, 1995,
and the three months ended March 31, 1996. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Automotive 1992 1993 $78,708 $20,578 $21,261 $683 ($1,297)
Computers 1992 1993 $215,949 $106,608 $109,268 $2,660 $2,490
Construction 1992 1993 $19,166 $19,167 $19,758 $591 $2,748
Copiers 1992 1993 $20,119 $15,801 $16,186 $385 $2,162
Fixture 1992 1993 $34,015 $9,860 $11,228 $1,368 ($3,366)
Furniture 1992 1993 $35,126 $19,425 $19,425 $0 $0
Material Handling 1992 1993 $10,885 $6,689 $6,261 ($428) ($3,371)
Medical 1992 1993 $64,989 $4,223 $7,894 $3,671 ($22,951)
Manufacturing & Production 1992 1993 $214,901 $175,434 $180,435 $5,001 $7,349
Office Equipment 1992 1993 $56,763 $43,220 $45,905 $2,685 $2,491
Photography 1992 1993 $26,342 $21,122 $21,730 $608 ($2,163)
Printing 1992 1993 $5,275 $3,153 $3,153 $0 ($1,923)
Restaurant 1992 1993 $409,680 $272,826 $287,325 $14,499 $12,819
Sanitation 1992 1993 $16,288 $15,857 $16,556 $699 $2,098
Telecommunications 1992 1993 $61,395 $61,417 $62,977 $1,560 $8,481
Video Production 1992 1993 $17,990 $14,524 $15,710 $1,186 $1,867
Miscellaneous 1993 1993 $120,994 $77,602 $83,587 $5,985 $0
Agriculture 1993 1993 $116,298 $66,730 $83,866 $17,136 ($13,187)
Automotive 1993 1993 $271,300 $116,885 $117,399 $514 $0
Computers 1993 1993 $195,697 $48,654 $56,378 $7,724 $0
Construction 1993 1993 $38,791 $21,486 $25,834 $4,348 ($5,210)
Copiers 1993 1993 $80,019 $9,877 $13,724 $3,847 $0
Environmental 1993 1993 $14,991 $0 $0 $0 $0
Fixture 1993 1993 $111,120 $93,400 $109,342 $15,942 $0
Furniture 1993 1993 $25,242 $19,885 $18,203 ($1,682) $0
Material Handling 1993 1993 $176,632 $155,737 $183,099 $27,362 ($1,077)
Medical 1993 1993 $71,355 $57,939 $61,890 $3,951 $3,111
Manufacturing & Production 1993 1993 $26,412 $13,095 $15,580 $2,485 $0
Office Equipment 1993 1993 $14,703 $6,487 $7,422 $935 $0
Printing 1993 1993 $60,010 $12,274 $14,636 $2,362 $1,433
Restaurant 1993 1993 $63,908 $27,607 $31,424 $3,817 $0
Retail 1993 1993 $6,477 $1 $0 ($1) $0
Sanitation 1993 1993 $2,107 $82 $88 $6 ($1,893)
Telecommunications 1993 1993 $6,178,527 $5,799,650 $7,119,747 $1,320,097 $1,417,499
Transportation 1993 1993 $324,407 $260,480 $292,416 $31,936 $34,565
Video Production 1993 1993 $20,683 $20,683 $25,715 $5,032 $0
Agriculture 1992 1994 $49,841 $10,474 $10,474 $0 ($6,108)
Audio 1992 1994 $32,788 $7,383 $7,782 $399 $0
Automotive 1992 1994 $126,970 $11,657 $12,272 $615 $0
Computers 1992 1994 $198,376 $8,722 $8,549 ($172) ($14,333)
Construction 1992 1994 $54,843 $17,730 $17,730 $0 ($4,433)
Copiers 1992 1994 $15,376 $1,775 $1,775 $0 ($1,079)
Environmental 1992 1994 $31,995 $0 $0 $0 $0
Fixture 1992 1994 $20,674 $164 $1,064 $900 ($9,736)
Furniture 1992 1994 $61,625 $5,370 $5,636 $266 $0
Manufacturing & Production 1992 1994 $101,122 $13,969 $14,432 $463 ($21,582)
Material Handling 1992 1994 $2,734,334 $2,174,030 $2,212,133 $38,103 $0
Medical 1992 1994 $314,509 $34,726 $59,635 $24,909 ($113,150)
Office Equipment 1992 1994 $2,540 $118 $118 $0 $0
Photography 1992 1994 $47,692 $6,973 $6,973 $0 ($16,375)
Printing 1992 1994 $48,147 $36,679 $36,679 $0 $16,360
Restaurant 1992 1994 $474,258 $92,399 $94,557 $2,158 ($10,127)
Retail 1992 1994 $8,087 $878 $274 ($604) ($2,014)
Sanitation 1992 1994 $103,149 $38,401 $39,685 $1,284 ($358)
Telecommunications 1992 1994 $66,815 $26,524 $27,991 $1,468 ($1,110)
Video Production 1992 1994 $12,663 $1,074 $1,074 $0 ($663)
Agriculture 1993 1994 $43,840 $19,762 $20,825 $1,063 $0
Automotive 1993 1994 $786,378 $155,107 $163,558 $8,450 ($634)
Computers 1993 1994 $771,516 $130,886 $181,111 $50,226 ($3,077)
Construction 1993 1994 $274,175 $30,496 $38,465 $7,969 ($55,502)
Copiers 1993 1994 $82,454 $24,366 $26,172 $1,806 $0
Environmental 1993 1994 $49,112 $73 $93 $20 $0
Fixture 1993 1994 $77,419 $302 $303 $1 $0
Furniture 1993 1994 $280,317 $46,066 $50,280 $4,214 $0
Material Handling 1993 1994 $192,609 $37,782 $45,441 $7,659 ($11,521)
Medical 1993 1994 $77,005 $27,502 $29,111 $1,609 $0
Manufacturing & Production 1993 1994 $173,000 $18,644 $22,629 $3,986 ($2,632)
Miscellaneous 1993 1994 $10,796 $2,469 $2,469 $0 $0
Office Equipment 1993 1994 $43,986 $4,723 $5,910 $1,187 ($975)
Photography 1993 1994 $4,929 $292 $293 $1 $0
Printing 1993 1994 $77,122 $8,529 $8,530 $1 ($10,269)
Restaurant 1993 1994 $626,431 $287,444 $335,720 $48,276 ($340)
Retail 1993 1994 $103,594 $3,848 $4,856 $1,008 ($412)
Telecommunications 1993 1994 $3,820,321 $919,560 $1,253,601 $334,040 ($102,561)
Transportation 1993 1994 $287,586 $42,283 $51,224 $8,941 $0
Computers 1994 1994 $534,310 ($4,957) $0 $4,957 $0
Telecommunications 1994 1994 $1,787 $74 $95 $22 $0
Audio 1992 1995 $67,722 $9,191 $8,143 ($1,048) ($8,721)
Automotive 1992 1995 $245,537 $55,390 $30,876 ($24,514) ($62,029)
Computers 1992 1995 $670,255 $143,868 $69,402 ($74,466) ($139,420)
Construction 1992 1995 $91,856 $12,337 $11,839 ($498) ($12,399)
Copiers 1992 1995 $68,193 $17,372 $8,598 ($8,775) ($14,211)
Fixtures 1992 1995 $191,523 $41,188 $15,314 ($25,874) ($49,304)
Furniture 1992 1995 $321,142 $35,203 $22,974 ($12,230) ($28,301)
Material Handling 1992 1995 $34,982 $10,003 $10,666 $662 ($1,678)
Medical 1992 1995 $89,384 $3,814 $4,681 $867 ($11,772)
Manufacturing & Production 1992 1995 $315,323 $29,833 $26,162 ($3,671) ($53,473)
Office Equipment 1992 1995 $33,105 $17,344 $13,159 ($4,185) ($4,487)
Photography 1992 1995 $84,703 $13,769 $11,838 ($1,931) ($17,573)
Printing 1992 1995 $73,624 $14,780 $12,386 ($2,394) ($19,388)
Restaurant 1992 1995 $712,329 $90,616 $75,578 ($15,038) ($124,260)
Retail 1992 1995 $32,891 $10,703 $8,863 ($1,840) ($2,270)
Sanitation 1992 1995 $38,998 $767 $174 ($594) ($5,619)
Telecommunications 1992 1995 $79,770 $15,518 $12,517 ($3,001) ($14,459)
Video Production 1992 1995 $49,130 $2,010 $3,312 $1,302 ($6,072)
Agriculture 1993 1995 $30,211 $1 $0 ($1) $0
Automotive 1993 1995 $4,282,836 $349,513 $264,887 ($84,626) ($136,043)
Computers 1993 1995 $2,229,596 $188,186 $300,197 $112,011 ($168,156)
Construction 1993 1995 $156,808 $13,060 $13,838 $778 ($4,890)
Copiers 1993 1995 $182,402 $34,023 $41,091 $7,068 ($10,107)
Environmental 1993 1995 $72,193 $5,272 $10,169 $4,897 ($6,179)
Fixtures 1993 1995 $46,183 $4,458 $11,658 $7,200 $0
Furniture 1993 1995 $188,312 $22,536 $30,392 $7,856 ($2,545)
Material Handling 1993 1995 $215,464 $49,495 $47,550 ($1,945) ($8,613)
Medical 1993 1995 $321,168 $95,551 $62,632 ($32,918) ($11,098)
Manufacturing & Production 1993 1995 $214,562 $27,462 $18,400 ($9,062) ($10,793)
Office Equipment 1993 1995 $139,093 $6,376 $8,860 $2,485 ($240)
Printing 1993 1995 $86,115 $4,822 $7,457 $2,635 ($13,293)
Restaurant 1993 1995 $409,084 $48,198 $13,030 ($35,168) ($34,988)
Retail 1993 1995 $1,611,420 $1,042,917 $1,159,756 $116,839 $229,970
Telecommunications 1993 1995 $4,286,056 $743,382 $725,892 ($17,490) ($498,634)
Transportation 1993 1995 $492,417 $107,360 $20,019 ($87,341) ($41,603)
Video Production 1993 1995 $44,694 $834 $2,186 $1,353 ($38)
Computers 1994 1995 $87,124 $6,538 $6,681 $143 ($23,642)
Manufacturing & Production 1994 1995 $4,274,389 $3,282,651 $3,920,390 $637,739 $197,449
Restaurant 1994 1995 $328,731 $249,347 $279,689 $30,342 ($13,335)
Telecommunications 1994 1995 $216,656 $23,994 $131,743 $107,749 ($34,910)
Computers 1995 1995 $36,958 $33,442 $33,448 $6 $0
Copiers 1995 1995 $7,609 $6,148 $6,493 $346 $0
Medical 1995 1995 $2,583 $1,128 $2,188 $1,059 $0
Manufacturing & Production 1995 1995 $6,457 $2,849 $2,850 $1 $0
Automotive 1992 1996 $136,970 $5,109 $6,592 $1,483 (4)
Computers 1992 1996 $213,332 $15,269 $10,924 ($4,345) (4)
Construction 1992 1996 $7,178 $743 $795 $52 (4)
Copiers 1992 1996 $25,820 ($540) $0 $540 (4)
Environmental 1992 1996 $17,833 $935 ($0) ($935) (4)
Furniture 1992 1996 $21,455 ($1,155) $0 $1,155 (4)
Medical 1992 1996 $68,461 $5,465 $4,365 ($1,100) (4)
Manufacturing & Production 1992 1996 $173,552 $31,714 $18,893 ($12,821) (4)
Mining 1992 1996 $578,501 $183,408 $198,386 $14,978 (4)
Office Equipment 1992 1996 $16,072 $569 $689 $120 (4)
Photography 1992 1996 $64,548 $7,252 $3,777 ($3,475) (4)
Printing 1992 1996 $9,839 $167 $500 $333 (4)
Restaurant 1992 1996 $243,931 $6,327 $8,771 $2,444 (4)
Retail 1992 1996 $48,320 $2,510 $4,241 $1,731 (4)
Sanitation 1992 1996 $31,460 ($0) $0 $0 (4)
Telecommunications 1992 1996 $31,124 $2,274 $2,122 ($152) (4)
Video Production 1992 1996 $94,418 $3,748 $5,655 $1,907 (4)
Automotive 1993 1996 $2,548,593 $61,462 $61,800 $338 (4)
Computers 1993 1996 $1,390,198 $186,527 $228,740 $42,212 (4)
Copiers 1993 1996 $25,428 $2 $0 ($2) (4)
Environmental 1993 1996 $1,525 $83 $271 $188 (4)
Fixtures 1993 1996 $34,635 $0 $1,315 $1,315 (4)
Furniture 1993 1996 $41,638 $6,244 $8,600 $2,356 (4)
Material Handling 1993 1996 $1,422 $0 $0 $0 (4)
Medical 1993 1996 $19,878 $0 $10,403 $10,403 (4)
Manufacturing & Production 1993 1996 $148,829 $12,274 $19,665 $7,392 (4)
Miscellaneous 1993 1996 $35,855 $0 $3,057 $3,057 (4)
Office Equipment 1993 1996 $272,464 $2,739 $12,461 $9,722 (4)
Printing 1993 1996 $20,076 $3,071 $11,309 $8,239 (4)
Restaurant 1993 1996 $51,922 $539 $6,000 $5,461 (4)
Retail 1993 1996 $146,548 $49,389 $48,471 ($919) (4)
Telecommunications 1993 1996 $863,053 $120,324 $179,930 $59,606 (4)
Transportation 1993 1996 $15,664 $1 $0 ($1) (4)
Computers 1994 1996 $17,498 $2,487 $3,139 $652 (4)
Manufacturing & Production 1994 1996 $72,474 $28,609 $12,219 ($16,390) (4)
Computers 1995 1996 $13,336 $0 $1 $1 (4)
Fixtures 1995 1996 $32,795 $9,917 $7,530 ($2,388) (4)
Medical 1995 1996 $21,684 $20,837 $21,195 $359 (4)
Manufacturing & Production 1995 1996 $43,800 $19,908 $20,523 $615 (4)
Retail 1995 1996 $13,636 $5,519 $5,904 $385 (4)
Telecommunications 1995 1996 $4,206 $0 $0 $0 (4)
Video Production 1995 1996 $8,608 $4,515 $4,832 $317 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1996.
B-33 - B-37
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Six for the years ended December 31, 1995, and the
three months ended March 31, 1996. Each of the Programs' records are maintained
in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Restaurant 1994 1995 $326,412 $274,229 $292,998 $18,770 ($8,364)
Computers 1995 1995 $40,355 $36,171 $4,310 ($31,861) $0
Manufacturing & Production 1995 1995 $107,995 $70,846 $13,253 ($57,593) ($6,821)
Printing 1995 1995 $1,820,770 $1,218,354 $847,650 ($370,703) ($189,624)
Telecommunications 1994 1996 $24,655 $18,456 $20,460 $2,004 (4)
Computers 1995 1996 $37,303 $6,384 $5,552 ($832) (4)
Manufacturing & Production 1995 1996 $184,175 $129,568 $108,706 ($20,862) (4)
Printing 1995 1996 $515,243 $315,981 $160,739 ($155,242) (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1996.
B-38
<PAGE>
