-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S12PDXsukhWNnTM2Bs/iD0DoHAMaz0AZFATpigZhXemwa/KxF2I0SUoYLByKAIZv c4m1q5OFGIdTa6dC93/sFg== 0000775346-96-000001.txt : 19960402 0000775346-96-000001.hdr.sgml : 19960402 ACCESSION NUMBER: 0000775346-96-000001 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960401 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICON CASH FLOW PARTNERS LP SERIES A CENTRAL INDEX KEY: 0000775346 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 133270490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-99858 FILM NUMBER: 96542472 BUSINESS ADDRESS: STREET 1: 600 MAMARONECK AVENUE CITY: HARRISON STATE: NY ZIP: 10528 BUSINESS PHONE: 9146980600 MAIL ADDRESS: STREET 1: 600 MAMARONECK AVENUE CITY: HARRISON STATE: NY ZIP: 10528 FORMER COMPANY: FORMER CONFORMED NAME: ICON INCOME FUND L P SERIES A DATE OF NAME CHANGE: 19860902 10-K 1 ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required] For the fiscal year ended December 31, 1995 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required] For the transition period from to Commission File Number 2-99858 ICON Cash Flow Partners, L.P., Series A (Exact name of registrant as specified in its charter) Delaware 13-3270490 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 600 Mamaroneck Avenue, Harrison, New York 10528-1632 (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code (914) 698-0600 Securities registered pursuant to Section 12(b) of the Act: None Title of each class Name of each exchange on which registered Securities registered pursuant to Section 12(g) of the Act: None (Title of class) (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) December 31, 1995 TABLE OF CONTENTS Item Page PART I 1. Business 3-4 2. Properties 5 3. Legal Proceedings 5 4. Submission of Matters to a Vote of Security Holders 5 PART II 5. Market for the Registrant's Securities and Related Security Holder Matters 5 6. Selected Financial and Operating Data 6 7. General Partner's Discussion and Analysis of Financial Condition and Results of Operations 7-10 8. Financial Statements and Supplementary Data 11-27 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 28 PART III 10. Directors and Executive Officers of the Registrant's General Partner 28-29 11. Executive Compensation 30 12. Security Ownership of Certain Beneficial Owners and Management 30-31 13. Certain Relationships and Related Transactions 31 PART IV 14. Exhibits, Reports and Amendments 32 SIGNATURES 33 ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) December 31, 1995 PART I Item 1. Business General Development of Business ICON Cash Flow Partners, L.P., Series A (the "Partnership") was formed in May 1985 as a Delaware limited partnership. The Partnership commenced business operations on its initial closing date, May 6, 1988, with the admission of 2,415 limited partnership units. Between June 1, 1988 and December 31, 1988, 1,352 additional units were admitted. Between January 1, 1989 and February 1, 1989 (the final closing date), 1,242 additional units were admitted bringing the final admission to 5,009 units totaling $2,504,500 in capital contributions. The sole general partner is ICON Capital Corp. (the "General Partner"). In December 1994, the consent of the 225 limited partners was solicited to amend, effective January 31, 1995, the Partnership Agreement. The vote was passed 151 affirmative to 31 negative with 43 abstaining. The amendments to the Partnership Agreement include: (1) extending the Reinvestment Period from six years, to eight to ten years, (2) allowing the General Partner to lend funds to the Partnership for a term which can exceed 12 months, up to $250,000 and (3) decreasing the management fees to a flat rate of 1% of rents for all investments under management. In February 1995 and March 1995, the General Partner lent $75,000 and $100,000, respectively, to the Partnership. Principal on the loans will be repaid only after the extended Reinvestment Period expires, and, the limited partners have received at least a 6% return on their capital. These notes bear interest at the lower of 6% or prime. Interest on the loans will be repaid if the Partnership determines that there are sufficient funds available. The General Partner contributed $125,000 to the Partnership in the form of capital in 1994. These contributions increased the General Partner's basis in the Partnership, however, profits, losses, cash distributions and disposition proceeds will continue to be allocated 95% to the limited partners and 5% to the General Partner until each limited partner has received cash distributions and disposition proceeds sufficient to reduce its adjusted capital account to zero. Narrative Description of Business The Partnership is an equipment leasing income fund. The principal investment objective of the Partnership is to acquire a diversified portfolio of equipment on lease to credit-worthy lessees which will: (1) preserve, protect and return the Partnership's invested capital; (2) generate cash available for distribution from which the Partnership has made and intends to continue to make distributions to the partners, with any balance remaining to be used to purchase additional equipment during a reinvestment period ending not earlier than eight years, and ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) December 31, 1995 not later than ten years, after the final closing date (between February 1, 1997 and February 1, 1999); and (3) provide cash distributions and net disposition and re-lease proceeds, periodically, following the reinvestment period until all the equipment purchased by the Partnership has been sold. In addition to acquiring equipment for lease, the Partnership also provides financing to certain manufacturers, lessors and lessees. The equipment leasing industry is highly competitive. In initiating its leasing transactions, the Partnership competes with leasing companies, manufacturers that lease their products directly, equipment brokers and dealers and financial institutions, including commercial banks and insurance companies. Many competitors are larger than the Partnership and have access to more favorable financing. Competitive factors in the equipment leasing business primarily involve pricing and other financial arrangements, equipment remarketing capabilities and servicing of lessees. The Partnership has no direct employees. The General Partner has full and exclusive discretion in management and control of the Partnership.
Lease and Financing Transactions For the years ended December 31, 1995 and 1994, the Partnership purchased and leased or financed $41,357 and $14,328 of equipment, respectively, with a weighted average initial transaction term of 50 and 24 months, respectively. At December 31, 1995 the weighted average initial transaction term of the portfolio was 47 months. A summary of the portfolio equipment cost by category held at December 31, 1995 and 1994 is as follows: [CAPTION] December 31, 1995 December 31, 1994 Cost Percent Cost Percent Computer systems $419,384 29.6% $ 500,975 31.5% Retail systems 299,712 21.2 328,218 20.6 Manufacturing & production 231,721 16.4 218,922 13.8 Copiers 170,387 12.0 219,467 13.8 Video production 85,713 6.1 85,713 5.4 Material handling 54,079 3.8 54,079 3.4 Sanitation 41,675 2.9 63,127 4.0 Printing 33,034 2.3 33,034 2.1 Office furniture & fixtures 28,431 2.0 28,431 1.8 Telecommunications 26,238 1.9 26,238 1.6 Medical 25,128 1.8 25,128 1.6 Agriculture - - 7,828 .4 $1,415,502 100.0% $1,591,160 100.0% ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) December 31, 1995 At December 31, 1995, the Partnership did not lease or finance any equipment which individually represents greater than 10% of the total portfolio equipment cost at December 31, 1995. Item 2. Properties The Partnership neither owns nor leases office space or equipment for the purpose of managing its day-to-day affairs. The General Partner has exclusive control over all aspects of the business of the Partnership, including providing any necessary office space. As such, the General Partner is compensated for services related to the management of the Partnership's business. Item 3. Legal Proceedings The Partnership is not a party to any pending legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders through solicitation of proxies or otherwise during 1995.
PART II Item 5. Market for the Registrant's Securities and Related Security Holder Matters The Partnership's limited partnership interests are not publicly traded nor is there currently a market for the Partnership's limited partnership interests. It is unlikely that any such market will develop. [CAPTION] Number of Equity Security Holders Title of Class as of December 31, 1995 1994 Limited partners 225 225 General Partner 1 1 ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) December 31, 1995 [S] Item 6. Selected Financial and Operating Data [CAPTION] Years Ended December 31, 1995 1994 1993 1992 1991 Total revenues $203,905 $276,133 $435,212 $294,307 $453,846 Net income (loss)$84,037 $ 73,374 $ 93,046 $(80,509) $ 40,530 Net income (loss) allocable to limited partners$79,835 $ 69,705 $ 88,394 $(76,484) $ 38,503 Net income (loss) allocable to the General Partner$ 4,202 $ 3,669 $ 4,652 $ (4,025) $ 2,027 Weighted average limited partnership units outstanding5,009 5,009 5,009 5,009 5,009 Net income (loss) per weighted average limited partnership unit$15.94 $ 13.92 $ 17.65 $ (15.27) $ 7.69 Distributions to limited partners$225,533$233,651 $356,915 $385,108 $388,279 Distributions to General Partner$11,867 $ 12,297 $ 18,785 $ 20,269 $ 20,436
[CAPTION] December 31, 1995 1994 1993 1992 1991 Total assets $599,104 $ 978,652 $1,482,002 $1,248,433$2,156,946 Partners' equity$194,476$347,839 $ 395,413 $678,067 $1,163,953
The above selected financial and operating data should be read in conjunction with the financial statements and related notes appearing elsewhere in this report. ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) December 31, 1995 Item 7.General Partner's Discussion and Analysis of Financial Condition and Results of Operations The Partnership's portfolio consisted of a net investment in financings, finance leases and operating leases representing 71%, 28% and 1% of total investments at December 31, 1995, respectively, and 66%, 32% and 2% of investments at December 31, 1994, respectively. For the years ended December 31, 1995 and 1994, the Partnership leased or financed equipment with initial costs of $41,357 and $14,328 and weighted average initial transaction terms of 50 and 24 months, respectively, to 2 and 1 lessees or equipment users. Results of Operations for the Years Ended December 31, 1995 and 1994 Revenues for the year ended December 31, 1995 were $203,905, representing a decrease of $72,228 or 26% from 1994. The decrease in revenues was attributable to a decrease in finance income of $50,783 or 36%, a decrease in net gain on sales or remarketing of equipment of $13,015 or 15%, a decrease in interest income and other of $5,244 or 51% and a decrease in rental income of $3,186 or 8% from 1994. Finance income decreased due to the decreased investment in finance leases and financings. The net gain on sales or remarketing of equipment decreased due to a decrease in the number of leases maturing, and the underlying equipment being sold or remarketed, for which the proceeds received were in excess of the remaining carrying value of the equipment. Interest income and other decreased due to a decrease in the average cash balance from 1994 to 1995. The decrease in rental income resulted from the Partnership's reduced investment in operating leases. Expenses for the year ended December 31, 1995 were $119,868, representing a decrease of $82,891 or 41% from 1994. The decrease in expenses was primarily attributable to a decrease in depreciation expense of $28,094 or 61%, a decrease in interest expense of $24,073 or 38%, a decrease in the provision for bad debts of $23,500 or 70%, a decrease in management fees of $7,656 or 56% and a decrease in administrative expense reimbursements of $1,714 or 15% from 1994. Depreciation expense decreased due to the Partnership's reduced investment in operating leases. The decrease in interest expense resulted from the decrease in the average debt outstanding from 1994 to 1995. The provision for bad debts was reduced to $10,000 for the year ended December 31, 1995 as a result of an analysis of delinquency, an assessment of overall risk and a review of historical loss experience. Management fees and administrative expense reimbursements decreased due to a decrease in the size of the average portfolio from 1994 to 1995. Management fees were also affected by the reduction in management fee rates. Under the original Partnership agreement, the General Partner was entitled to management fees at either 2% or 5% of rents, depending on the type of investments under management. In conjunction with the solicitation to amend the Limited Partnership Agreement, effective January 31, 1995, the General ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) December 31, 1995 Partner reduced its management fees to a flat rate of 1% of rents for all investments under management. The General Partner previously reduced its management fees on January 1, 1994 to a flat rate of 2%. The foregone management fees, the difference between the flat rate (1% or 2%) and the allowable rates per the Partnership Agreement (2% or 5%) of rents, totaled $12,651 for the year ended December 31, 1995. These foregone management fees are not accruable in future years. General and administrative expenses remained relatively constant from 1994 to 1995. Net income for the years ended December 31, 1995 and 1994 was $84,037 and $73,374, respectively. The net income per weighted average limited partnership unit was $15.94 and $13.92 for 1995 and 1994, respectively. Results of Operations for the Years Ended December 31, 1994 and 1993 For the years ended December 31, 1994 and 1993, the Partnership leased or financed equipment with initial costs of $14,328 and $1,226,078, respectively, to 1 and 60 lessees or equipment users, respectively. The weighted average initial transaction term for each year was 24 and 49 months, respectively. The Partnerships portfolio consisted of a net investment in financings, finance leases and operating leases of 66%, 32% and 2% of total investments at December 31, 1994, respectively, and 63%, 32% and 5% of investments at December 31, 1993, respectively. Revenues for the year ended December 31, 1994 were $276,133, representing a decrease of $159,079 or 37% from 1993. The decrease in revenues was primarily attributable to a decrease in rental income of $85,848 or 69%. Rental income decreased due to the Partnership's reduced investment in operating leases from 1993 to 1994 and as a result of the Partnership recognizing revenue in 1993 on a lease for which revenue had previously been suspended. Results were also affected by a decrease in net gain on sales or remarketing of equipment of $30,158 or 26%, a decrease in interest income and other of $23,223 or 69% and a decrease in finance income of $19,850 or 12%. The net gain on sales or remarketing of equipment decreased due to a decrease in the number of leases maturing, and the underlying equipment being sold or remarketed, for which the proceeds received were greater than the remaining carrying value of the equipment. Interest income and other decreased due to a decrease in the average cash balance from 1993 to 1994. Finance income decreased due to the decreased investment in finance leases and financings. Expenses for the year ended December 31, 1994 were $202,759, representing a decrease of $139,407 or 41% from 1993. The decrease in expenses was primarily attributable to a decrease in the provision for bad debts of $54,051 or 62%, a decrease in depreciation expense of $50,849 or 52%, a decrease in management fees of $22,654 or 62% and a decrease in interest expense of $20,901 or 25%, from 1993. These decreases were partially offset by an increase of $7,279 in the ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) December 31, 1995 administrative expense reimbursements paid to the General Partner. Administrative expense reimbursements increased due to the General Partner foregoing such fees for the period January 1, 1993 to September 30, 1993. The decrease in the provision for bad debts was due to a 1993 provision related to an anticipated lease equipment impairment. Depreciation expense decreased due to the reduced investment in operating leases, and as a result of the Partnership recognizing expense in 1993 related to a lease for which expense recognition had previously been suspended. Management fees decreased due to a decrease in the size of the average portfolio and a reduction in management fee rates. Under the partnership agreement, the General Partner is entitled to management fees at either 2% or 5% of rents, depending on the type of investments under management. Effective January 1, 1994, the General Partner elected to reduce its management fees to a flat rate of 2% of rents for all investments under management. The foregone management fees, the difference between 2% and 5% of rents for certain types of investments, totaled $10,829 for the year ended December 31, 1994. These foregone management fees are not accruable in future years. Interest expense decreased due to the decrease in average debt outstanding from 1993 to 1994 and as a result of the Partnership recognizing expense in 1993 related to a lease for which expense recognition had previously been suspended. Net income for the years ended December 31, 1994 and 1993 was $73,374 and $93,046, respectively. The net income per weighted average limited partnership unit was $13.92 and $17.65 for 1994 and 1993, respectively. Liquidity and Capital Resources The Partnership's primary sources of funds in 1995, 1994 and 1993 were net cash provided by operations of $268,467, $301,679 and $382,184, respectively, proceeds from sales of equipment of $136,363, $216,200 and $490,078, respectively, General Partner loans totaling $175,000 in 1995, borrowings related to a term loan and a revolving credit facility of $720,000 and $935,000 in 1994 and 1993, respectively, and a General Partner capital contribution of $125,000 in 1994. These funds were used to make payments on borrowings, to fund cash distributions and to purchase equipment. The Partnership intends to continue to purchase additional equipment and to fund cash distributions, to the extent there are sufficient funds available after servicing the Partnership's current debt obligation, utilizing cash provided by operations and proceeds from sales of equipment. In February 1995 and March 1995, the General Partner lent $75,000 and $100,000, respectively, to the Partnership. Principal on the loans will be repaid only after the extended Reinvestment Period expires, and, the limited partners have received at least a 6% return on their capital. These notes bear interest at the lower of 6% or prime. Interest on the loans will be repaid if the Partnership determines that there are sufficient funds available. The General Partner contributed $125,000 to the Partnership in the form of capital in 1994. These contributions increased the General Partner's basis in ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) December 31, 1995 the Partnership, however, profits, losses, cash distributions and disposition proceeds will continue to be allocated 95% to the limited partners and 5% to the General Partner until each limited partner has received cash distributions and disposition proceeds sufficient to reduce its adjusted capital account to zero. The Partnership had notes payable of $352,271 and $518,787 at December 31, 1995 and 1994, respectively, and such amounts consisted of $184,113 and $0 in General Partner loans, $116,500 and $420,000 in term loans and $51,658 and $98,787 in non-recourse notes, respectively. Cash distributions to limited partners in 1995, 1994 and 1993, which were paid quarterly, totaled $225,533, $233,651 and $356,915, respectively, of which $79,835, $69,705 and $88,394 was investment income and $145,698, $163,946 and $268,521 was a return of capital, respectively. The quarterly annualized distribution rate to limited partners was 9.00%, 9.33% and 14.25%, of which 3.18%, 2.78% and 3.53% was investment income and 5.82%, 6.55% and 10.72% was a return of capital, respectively, calculated as a percentage of each partner's initial capital contribution. The limited partner distribution per weighted average unit outstanding for the years ended December 31, 1995, 1994 and 1993 was $45.03, $46.65 and $71.26, of which $15.94, $13.92 and $17.65 was investment income and $29.09, $32.73 and $53.61 was a return of capital, respectively. Effective September 1, 1993, the Partnership decreased the quarterly distributions from an annualized rate of 15% to an annualized rate of 9%. This action was taken to provide additional funds for reinvestment in equipment and finance transactions so as to enhance the Partnership's ability to make future cash distributions to investors. The Partnership is deferring payment to the General Partner, without interest, on all management fees until cumulative unpaid cash distributions, the difference between 15% and 9%, are paid. The decrease in cash distributions coupled with the deferral of management fees should allow the Partnership to retain sufficient cash to contribute to the growth of the Partnership's asset and capital base. As of December 31, 1995, 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.
[S] ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) December 31, 1995 Item 8. Financial Statements and Supplementary Data Index to Financial Statements Page Number Independent Auditors' Report 13 Balance Sheets as of December 31, 1995 and 1994 14 Statements of Operations for the Years Ended December 31, 1995, 1994 and 1993 15 Statements of Changes in Partners' Equity for the Years Ended December 31, 1995, 1994 and 1993 16 Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993 17-19 Notes to Financial Statements 20-27 ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) Financial Statements December 31, 1995 (With Independent Auditors' Report Thereon) INDEPENDENT AUDITORS' REPORT The Partners ICON Cash Flow Partners, L.P., Series A: We have audited the accompanying balance sheets of ICON Cash Flow Partners, L.P., Series A (a Delaware limited partnership) as of December 31, 1995 and 1994, and the related statements of operations, changes in partners' equity, and cash flows for each of the years in the three-year period ended 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., Series A as of December 31, 1995 and 1994, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1995, in conformity with generally accepted accounting principles. KPMG PEAT MARWICK LLP February 16, 1996 New York, New York ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) Balance Sheets December 31,
1995 1994 Assets Cash $79,759 $ 82,186 Investment in financings Receivables due in installments 439,936 715,176 Unearned income (54,157) (110,043) Allowance for doubtful accounts (19,920) (29,351) 365,859 575,782 Investment in finance leases Minimum rents receivable 132,210 286,751 Estimated unguaranteed residual values 36,724 44,721 Unearned income (15,940) (44,335) Allowance for doubtful accounts (15,322) (11,328) 137,672 275,809 Investment in operating leases Equipment, at cost 67,298 67,298 Accumulated depreciation (63,386) (45,150) 3,912 22,148 Other assets 11,902 22,727 Total assets $599,104 $978,652 Liabilities and Partners' Equity Note payable - term loan $116,500 $420,000 Notes payable - General Partner 184,113 - Notes payable - non-recourse 51,658 98,787 Accounts payable to General Partner and affiliates, net 31,689 81,469 Accounts payable - other 14,044 17,243 Security deposits and deferred credits 6,624 13,314 404,628 630,813 Commitments and contingencies Partners' equity General Partner 22,125 29,790 Limited partners (5,009 units outstanding, $500 per unit original issue price) 172,351 318,049 Total partners' equity 194,476 347,839 Total liabilities and partners' equity $599,104 $978,652 See accompanying notes to financial statements. ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) Statements of Operations For the Years Ended December 31,
1995 1994 1993 Revenues Finance income $88,907 $139,690 $159,540 Net gain on sales or remarketing of equipment 74,970 87,985 118,143 Rental income 34,947 38,133 123,981 Interest income and other 5,081 10,325 33,548 Total revenues 203,905 276,133 435,212 Expenses Interest 39,350 63,423 84,324 General and administrative 36,641 34,468 32,040 Depreciation 18,236 46,330 97,179 Provision for bad debts 10,000 33,500 87,551 Administrative expense reimbursements - General Partner 9,690 11,404 4,125 Management fees - General Partner5,951 13,607 36,261 Amortization of initial direct costs - 27 686 Total expenses 119,868 202,759 342,166 Net income $84,037 $73,374 $93,046 Net income allocable to: Limited partners $79,835 $69,705 $88,394 General Partner 4,202 3,669 4,652 $84,037 $73,374 $93,046 Weighted average number of limited partnership units outstanding 5,009 5,009 5,009 Net income per weighted average limited partnership unit $15.94 $ 13.92 $ 17.65 See accompanying notes to financial statements. ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) Statements of Changes in Partners' Equity For the Years Ended December 31, 1995, 1994 and 1993
Limited Partner Distributions Return ofInvestment Limited General Capital Income Partners Partner Total (Per weighted average unit) Balance at December 31, 1992 $ 750,516 $(72,449)$ 678,067 Cash distributions to partners $53.61 $17.65 (356,915) (18,785) (375,700) Net income 88,394 4,652 93,046 Balance at December 31, 1993 481,995 (86,582) 395,413 Cash distributions to partners $32.73 $13.92 (233,651) (12,297) (245,948) Net income 69,705 3,669 73,374 Capital contribution - 125,000 125,000 Balance at December 31, 1994 318,049 29,790 347,839 Cash distributions to partners $29.09 $15.94 (225,533) (11,867) (237,400) Net income 79,835 4,202 84,037 Balance at December 31, 1995 $ 172,351 $22,125 $ 194,476 See accompanying notes to financial statements. ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) Statements of Cash Flows For the Years Ended December 31,
1995 1994 1993 Cash flows from operating activities: Net income $ 84,037 $ 73,374 $ 93,046 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 18,236 46,330 97,179 Allowance for doubtful accounts (8,937) 2,779 (84,034) Finance income portion of receivables paid directly to lenders by lessees(8,508)(13,373) (3,727) Net gain on sales or remarketing of equipment (74,970) (87,985) (118,143) Interest expense on non-recourse financing paid directly by lessees7,036 12,939 6,134 Collection of principal - non-financed receivables 296,378 288,240 387,407 Rental income - assigned operating lease receivables - - (77,339) Changes in operating assets and liabilities: Accounts payable to General Partner and affiliates, net (49,780) 39,185 12,905 Accounts payable - other 5,914 (6,764) (14,631) Security deposits and deferred credits (6,690) (45,345) (1,982) Other, net 5,751 (7,701) 85,369 Total adjustments 184,430 228,305 289,138 Net cash provided by operating activities 268,467 301,679 382,184 Cash flows from investing activities: Proceeds from sales of equipment 136,363 216,200 490,078 Equipment and receivables purchased(41,357) (19,532)(1,039,196) Net cash provided by (used in) investing activities 95,006 196,668 (549,118) Cash flows from financing activities: Proceeds from General Partner loans175,000 - - Cash distributions to partners (237,400) (245,948) (375,700) Principal payments on term loan (303,500) (300,000) (265,139) Proceeds from term loan - 720,000 - Proceeds from revolving credit facility - - 935,000 ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) Statements of Cash Flows (continued) For the Years Ended December 31,
1995 1994 1993 General Partner capital contributions - 125,000 - Principal payments on revolving credit facility - (810,000) (200,000) Net cash provided by (used in) financing activities (365,900) (510,948) 94,161 Net decrease in cash (2,427) (12,601) (72,773) Cash at beginning of year 82,186 94,787 167,560 Cash at end of year $ 79,759 $ 82,186 $ 94,787 ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) Statements of Cash Flows (Continued) Supplemental Disclosures of Cash Flow Information [CAPTION] Interest expense of $39,350, $63,423 and $84,324 for the years ended December 31, 1995, 1994 and 1993, respectively, consisted of: interest expense on non-recourse financing paid directly to lenders by lessees of $7,036, $12,939 and $6,134, respectively, interest on the term loan/revolving credit facility of $23,201, $50,357 and $27,120, respectively, interest on General Partner loans of $9,113 in 1995, other interest of $127 and $26,546 in 1994 and 1993, respectively, and interest on an affiliate note of $24,524 in 1993. During the years ended December 31, 1995, 1994 and 1993, non-cash activities included the following: 1995 1994 1993 Principal and interest on finance receivables paid directly to lender by lessee $ 54,165 $ 60,587 $ 25,720 Rental income - assigned operating lease receivables - - 77,339 Principal and interest on non-recourse financing paid directly by lessee(54,165) (60,587) (103,059) Transfer of equipment from operating lease - 3,384 - Transfer to other assets - (3,384) - Non-recourse notes payable assumed in purchase price - 1,073 140,718 Accounts payable - equipment - - 6,277 Fair value of equipment and receivables purchased for debt and payables - (1,073) (146,995) $ - $ - $ - See accompanying notes to financial statements. ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) Notes to Financial Statements December 31, 1995 1. Organization ICON Cash Flow Partners, L.P., Series A (the "Partnership") was formed on May 28, 1985 as a Delaware limited partnership with an initial capitalization of $2,000. It was formed to acquire various types of equipment, to lease such equipment to third parties and, to a lesser degree, enter into secured financing transactions. The Partnership's offering period commenced on January 9, 1987 and by its final closing in 1989, 5,009 units had been admitted into the Partnership with aggregate gross proceeds of $2,504,500. 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, received 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 was limited to 14 1/2% of the gross proceeds received from the sale of the units. Such offering costs aggregated $363,152, (including $176,152 paid to the General Partner or its affiliates) and were charged directly to limited partners' equity. Profits, losses, cash distributions and disposition proceeds are allocated 95% to the limited partners and 5% 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 85% to the limited partners and 15% to the General Partner. 2. Significant Accounting Policies Basis of Accounting and Presentation - The Partnerships 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. Certain reclassifications have been made to prior years statements to conform to the 1995 presentation.
ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) Notes to Financial Statements - Continued Leases - The Partnership accounts for owned equipment leased to third parties as finance leases or operating 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 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. For operating leases, equipment is recorded at cost and is depreciated on the straight-line method over the lease terms to their estimated fair market values at lease terminations. Related lease rentals are recognized on the straight-line method over the lease terms. Billed and uncollected operating lease receivables, net of allowance for doubtful accounts, are included in other assets. Initial direct costs of finance leases are capitalized and are amortized over the terms of the related leases using the interest method. Initial direct costs of operating leases are capitalized and amortized on the straight-line method over the lease terms. The Partnership's leases have terms ranging from two to four years. Each 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 some investment income. Furthermore, the repayment obligation is collateralized by a security interest in the tangible or intangible personal property. 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 certain debt obligations as of December 31, 1995 approximates that which is recorded in these financial statements. Fair value information with respect to the Companys assets and certain non-recourse notes payable is not provided because (I) SFAS No. 107 does not require disclosures about the fair value of lease arrangements, (ii) the carrying value of financial assets other than lease related investments approximates market value and (iii) fair value information concerning certain non-recourse debt obligations is not practicable to estimate without incurring excessive costs to obtain all the information that would be necessary to derive a market interest rate on a lease by lease basis. Allowance for Doubtful Accounts - The Partnership records a provision for bad debts to provide for estimated credit losses in the portfolio. The allowance for doubtful accounts is based on an analysis of delinquency, an assessment of overall risk and a review of historical loss experience. The Partnership's write-off policy is based on
ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) Notes to Financial Statements - Continued an analysis of the aging of the Partnership's portfolio, a review of the non-performing receivables and leases, and prior collection experience. An account is fully reserved for or written off when the analysis indicates that the probability of collection of the account is remote. 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. 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. 3. Amendment to Partnership Agreement In December 1994, the consent of the limited partners was solicited to amend the Limited Partnership Agreement. The amendments were approved with 151 investors, representing a 74% majority of the limited partnership units outstanding, responding affirmatively. The amendments, which were effective January 31, 1995, include: (1) extending the Reinvestment Period from six years, to eight to ten years, (2) allowing the General Partner to lend to the Partnership for a term which can exceed twelve months, up to $250,000 and (3) decreasing the management fees to a flat rate of 1% of rents for all investments under management (see Note 9). 4. General Partner Capital Contribution The General Partner contributed $125,000 to the Partnership in the form of capital in 1994. These contributions increased the General Partner's basis in the Partnership, however, profits, losses, cash distributions and disposition proceeds will continue to be allocated 95% to the limited partners and 5% to the General Partner until each limited partner has received cash distributions and disposition proceeds sufficient to reduce its adjusted capital account to zero.
ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) Notes to Financial Statements - Continued [S] 5. Receivables Due in Installments [CAPTION] Non-cancelable minimum annual amounts due on financings, finance leases and operating leases are as follows: Finance Operating Year Financings Leases Leases Total 1996 $219,018 $108,210 $ 5,896 $ 333,124 1997 172,307 18,000 - 190,307 1998 39,676 6,000 - 45,676 1999 7,147 - - 7,147 2000 1,788 - - 1,788 $439,936 $132,210 $ 5,896 $ 578,042
6. Investment in Operating Leases [CAPTION] The investment in operating leases at December 31, 1995, 1994 and 1993 consisted of the following: 1995 1994 1993 Equipment cost, beginning of year$67,298 $128,413 $414,773 Equipment purchased - - 39,887 Equipment sold - (7,012) (326,247) Equipment transferred to equipment off lease - (54,103) - Equipment, end of year 67,298 67,298 128,413 Accumulated depreciation, beginning of year (45,150) (55,081) (202,397) Depreciation (18,236) (46,330) (97,179) Equipment sold - 5,542 244,495 Equipment transferred to equipment off lease - 50,719 - Accumulated depreciation, end of year (63,386) (45,150) (55,081) Investment in operating leases, end of year $ 3,912 $ 22,148 $ 73,332 ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) Notes to Financial Statements - Continued [S] 7. Allowance for Doubtful Accounts [CAPTION] The allowance for doubtful accounts related to the investments in financings, finance leases and operating leases consisted of the following: Finance Operating Financings Leases Leases Total Balance from inception through December 31, 1992 $41,164 $82,740 $2,743 $126,647 Charged to operations 87,551 - - 87,551 Accounts written-off (124,393) (49,283) - (173,676) Recovery on accounts previously written-off - 2,091 - 2,091 Transfer within accounts 22,800 (22,800) - - Balance at December 31, 1993 27,122 12,748 2,743 42,613 Charged to operations 21,850 9,150 2,500 33,500 Accounts written-off (30,845) (10,650) - (41,495) Recovery on accounts previously written-off 100 10,673 - 10,773 Transfer within accounts 11,124 (10,593) (531) - Balance at December 31, 1994 29,351 11,328 4,712 45,391 Charged to operations 5,000 5,000 - 10,000 Accounts written-off (34,331) - - (34,331) Recovery on accounts previously written-off 4,900 10,494 - 15,394 Transfer within accounts 15,000 (11,500) (3,500) - Balance at December 31, 1995 $19,920 $15,322 $1,212 $36,454
8. Notes Payable The Partnership entered into a three-year secured revolving credit agreement (the "Facility") in October 1992. The Facility was secured by an assignment of eligible receivables and the underlying equipment. The Facility allowed the Partnership to borrow based on eligible, unencumbered receivables. Interest was payable at prime (6% at December 31, 1993) plus 1%. The Partnership had $826,000 available under the facility, of which $810,000 was outstanding at December 31, 1993.
ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) Notes to Financial Statements - Continued After paying down the facility by $90,000 in January 1994, the Partnership converted the Facility to a term loan, secured by leases and financing transactions. The new loan was for $720,000 and bears interest at prime (8.5% at December 31, 1995) plus 1.5% and is payable in monthly installments through March 1996. The Partnership had $116,500 and $420,000 outstanding as of December 31, 1995 and 1994, respectively, and due to their relationship with the prime rate, it is deemed to be at its fair value. The Partnership is required, among other things, to meet certain financial ratios. As of December 31, 1995 the Partnership was in compliance with all aspects of the loan agreement. The Partnership issued a note to an affiliate in 1991. This note bore interest at 15% and was secured by specific equipment purchased. The note was retired with a final payment in December 1993. For the year ended December 31, 1993, the Partnership paid or accrued $265,139 in principal and $24,524 in related interest on the note. The notes payable non-recourse bear interest at rates ranging from 9.20% to 12.50%, and are being paid directly to lenders by the lessees. The term loan notes payable of $116,500 and the non-recourse notes payable of $51,658 as of December 31, 1995 mature in 1996. 9. Related Party Transactions During the years ended December 31, 1995, 1994 and 1993, the Partnership paid or accrued to the General Partner management fees of $5,951, $13,607 and $36,261 and administrative expense reimbursements of $9,690, $11,404 and $4,125, respectively, and interest on a note to an affiliate of $24,524 in 1993. These items were charged to operations. In February 1995 and March 1995, the General Partner, in conjunction with one of the amendments to the Partnership Agreement (see Note 3), lent $75,000 and $100,000, respectively, to the Partnership. Principal on the loans will be repaid only after the extended Reinvestment Period expires, and, the limited partners have received at least a 6% return on their capital. These notes bear interest at the lower of 6% or prime. Interest on the loans will be repaid if the Partnership determines that there are sufficient funds available. The partnership accrued $9,113 in interest related to these loans for 1995. Effective September 1, 1993, the Partnership decreased the quarterly distribution to partners from an annual rate of 15% to an annualized rate of 9%. Although the Partnership will continue to accrue for management fees, the Partnership will defer payment to the General Partner, without interest, management fees until cumulative unpaid distributions, the difference between 15% and 9%, are paid. Managements fees which have been deferred as a result of the decrease in the distribution rate since September 1, 1993 totaled $31,473.
ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) Notes to Financial Statements - Continued Under the original Partnership agreement, the General Partner was entitled to management fees at either 2% or 5% of rents, depending on the type of investment under management. In conjunction with the solicitation to amend the Limited Partnership Agreement, effective, January 31, 1995, the General Partner reduced its management fees to a flat rate of 1% of rents for all investments under management. The General Partner previously reduced its management fees on January 1, 1994 to a flat rate of 2%. The foregone management fees, the difference between the flat rate (1% or 2%) and the allowable rates per the Partnership Agreement (2% or 5%) of rents, totaled $12,651 for the year ended December 31, 1995. These foregone management fees are not accruable in future years. Under the Partnership agreement, the General Partner is entitled to reimbursement from the Partnership for certain administrative expenses incurred by it on behalf of the Partnership. The General Partner opted to forego such administrative expense reimbursements relating to the period July 1, 1991 to September 30, 1993. These foregone administrative expense reimbursements totaled $10,865 for the nine months ended September 30, 1993. The administrative expense reimbursements for those periods are not accruable in future years. The administrative expense reimbursements for 1995, 1994 and 1993, which were charged to operations, totaled $9,690, $11,404 and $4,125, respectively. The General Partner will determine, on an ongoing basis, whether allowable administrative expense reimbursements incurred in the future will be charged to the Partnership. In 1988 certain officers of the General Partner purchased 435 units of the Partnership representing capital contributions of $217,500. There were no acquisition fees paid or accrued by the Partnership for the years ended December 31, 1995, 1994 and 1993.
10. Tax Information (Unaudited) [CAPTION] The following table reconciles net income for financial reporting purposes to income for federal income tax purposes for the years ended December 31: 1995 1994 1993 Net income per financial statements$ 84,037 $ 73,374 $ 93,046 Differences due to: Direct finance leases 121,717 254,125 458,451 Depreciation (103,991) (160,389) (187,701) Provision for losses 1,063 (1,131) (114,436) Loss on sale of equipment (8,296) (65,756) (151,820) Other - 11,174 33,352 Partnership income for federal income tax purposes $ 94,530 $ 111,397 $ 130,892 ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) Notes to Financial Statements - Continued As of December 31, 1995, the partners capital accounts included in the financial statements totaled $194,476 compared to the partners capital accounts for federal income tax purposes of $1,354,404 (unaudited). The difference arises primarily from commissions reported as a reduction in the partners capital for financial reporting purposes but not for federal income tax purposes, and temporary differences related to direct finance leases, depreciation and provision for losses. ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) December 31, 1995 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None PART III Item 10.Directors and Executive Officers of the Registrant's General Partner The General Partner, a Connecticut corporation, was formed in 1985. The General Partner's principal offices are located at 600 Mamaroneck Avenue, Harrison, New York 10528-1632, and its telephone number is (914) 698-0600. The officers of the General Partner have extensive experience with transactions involving the acquisition, leasing, financing and disposition of equipment, including acquiring and disposing of equipment subject to operating leases and full payout leases. The manager of the Partnership's business is the General Partner. The General Partner is engaged in a broad range of equipment leasing and financing activities. Through its sales representatives and through various broker relationships throughout the United States, the General Partner offers a broad range of equipment leasing services, including tax-oriented leasing and financing. In addition, the General Partner offers financial consulting and placement services for which fees are earned as a result of successful placements of various secured financings and mortgages. The General Partner is performing or causing to be performed certain functions relating to the management of the equipment of the Partnership. Such services include the collection of lease payments from the lessees of the equipment, releasing services in connection with equipment which is off-lease, inspections of the equipment, liaison with the general supervision of lessees to assure that the equipment is being properly operated and maintained, supervision of maintenance being performed by third parties, monitoring performance by the lessees of their obligations under the leases and the payment of operating expenses. The officers and directors of the General Partner are as follows: Peter D. Beekman Chairman of the Board and President Cortes E. DeRussy Executive Vice President and Director Charles Duggan Executive Vice President, Chief Financial Officer and Director Susan H. Beekman Vice President, Secretary and Director Gary N. Silverhardt Vice President and Controller ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) December 31, 1995 Peter D. Beekman, age 57, has been Chairman of the Board and President of the General Partner since its formation. He is also President, Director and sole shareholder of International Consolidated Group, Inc., an affiliate of the General Partner. Additionally, Mr. Beekman is the registered principal of ICON Securities, Inc., the Dealer-Manager. Prior to forming International Consolidated Group, Inc., in 1979, Mr. Beekman was employed by Litton Industries Credit Corporation, where he was responsible for equity syndications. Earlier, Mr. Beekman held marketing positions with International Business Machines Corporation, Computer Investors Group, and other equipment manufacturers and served as an officer in the United States Navy. He received a B.S. degree from Worcester Polytechnic Institute. Cortes E. DeRussy, age 56, has been Executive Vice President and Director of the General Partner since its formation. Prior to joining the General Partner, Mr. DeRussy was affiliated with Industralease Corporation for fourteen years, most recently as President. Industralease Corporation was active in all aspects of equipment leasing and financing, including tax-oriented lease projects and various forms of secured lending transactions. He served as a First Lieutenant in the United States Army, had been employed by Merrill Lynch, Pierce, Fenner & Smith and was President of Progressive Data Services in Rochester, New York, a data processing concern specializing in automating medium sized distribution companies. He received a B.B.A. degree from Tulane University. Charles Duggan, age 54, has been Executive Vice President, Chief Financial Officer and Director of the General Partner since September 1986. Prior to joining the General Partner, Mr. Duggan was Senior Vice President and Chief Financial Officer of CSA Financial Corp., Boston, Massachusetts, from October 1985 to September 1986 and Vice President-Finance and Treasurer of Finalco Group, Inc., McLean, Virginia, from April 1981 to October 1985. Prior to that he served in chief financial officer positions at both International Paper Credit Corporation, Greenwich, Connecticut and Litton Industries Credit Corporation, Stamford, Connecticut and earlier had worked for both Touche Ross & Co. and Revlon, Inc. He received a B.S. degree from Fordham University and is a Certified Public Accountant. Susan H. Beekman, age 52, Mr. Beekman's wife, has been Vice President, Secretary and Director of the General Partner since its formation. She has also served as Vice- President and Secretary of International Consolidated Group, Inc. Ms. Beekman was previously employed by American Telephone & Telegraph Company, International Business Machines Corporation, and American Airlines, Inc. in various systems development and programming decision positions. Ms. Beekman received a B.S. from Allegheny College and a M.A. from Manhattanville College. Gary N. Silverhardt, age 35, has been Vice President and Controller of the General Partner since 1991. He joined the General Partner in 1989. Prior to joining the General Partner, Mr. Silverhardt was previously employed by Coopers & Lybrand from 1985 to 1989, most recently as an Audit Supervisor. Prior to 1985, Mr. Silverhardt was employed by Katz, Schneeberg & Co. from 1983 to 1985. Mr. Silverhardt received a B.S. degree from the State University of New York at New Paltz in 1983 and is a Certified Public Accountant. ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) December 31, 1995 [S] Item 11. Executive Compensation [CAPTION] The Partnership has no directors or officers. The General Partner and its affiliates were paid or accrued the following compensation and reimbursement for costs and expenses for the years ended December 31, 1995, 1994 and 1993. Type of Entity Capacity Compensation 1995 1994 1993 ICON Capital Corp.General PartnerAdmin. expense reimbursements$9,690 $11,404 $4,125 ICON Capital Corp.General PartnerInterest 9,113 - - ICON Capital Corp.General PartnerManagement fees5,951 13,607 36,261 ICON Cash Flow Partners, L.P.,Affiliated Series C Partnership Interest - - 24,524 $24,754 $25,011 $64,910
Item 12. Security Ownership of Certain Beneficial Owners and Management [CAPTION] (a) The Partnership is a limited partnership and therefore does not have voting shares of stock. No person of record owns, or is known by the Partnership to own beneficially, more than 5% of any class of securities of the Partnership. (b) As of March 28, 1996, the Directors, and the Directors and Officers as a group, of the General Partner own the equity securities of the Partnership set forth in the following table: Title Name of Beneficial Amount of Percent of Class Owner Ownership of Class Limited Peter D. Beekman $112,000 4.47% Partnership Interest Limited Charles Duggan 50,000 2.00 Partnership Interest Limited Cortes E. DeRussy 44,500 1.78 Partnership Interest Limited Susan H. Beekman 11,000 0.43 Partnership Interest All Directors and Officers as a group $217,500 8.68% ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) December 31, 1995 [CAPTION] (c) The General Partner owns the equity securities of the Partnership set forth in the following table: Title Amount Beneficially Percent of Class Owned of Class General Partner Represents initially a 5% and 100% Interest potentially a 15% interest in the Partnership's income, gain and loss deductions.
Profits, losses, cash distributions and disposition proceeds are allocated 95% to the limited partners and 5% to the General Partner until each investor 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 the outstanding adjusted capital contribution account. After such time, the distributions will be allocated 85% to the limited partners and 15% to the General Partner. Item 13. Certain Relationships and Related Transactions None other than those disclosed in Item 11 herein. ICON Cash Flow Partners, L.P., Series A
(A Delaware Limited Partnership) December 31, 1995 PART IV Item 14. Exhibits, Reports and Amendments (a) 1. Financial Statements - See accompanying index to financial statements, Item 8. 2. Exhibits - The following exhibits are incorporated herein by references: (i) Amended and Restated Agreement of Limited Partnership (Incorporated by reference to Exhibit A to Amendment No. 2 to Form S-1 Registration Statement No. 2-99858 filed with the Securities and Exchange Commission on December 12, 1986). (ii) Certificate of Limited Partnership of the Partnership (Incorporated herein by reference to Exhibit 3.01 to Form S-1 Registration Statement No. 2-99858 filed with the Securities and Exchange Commission on August 23, 1985 and to Exhibit 3.01 to Amendment No. 1 to Form S-1 Registration Statement No. 2-99858 filed with the Securities and Exchange Commission on August 27, 1986). (iii) Form of Management Agreement between the Partnership and Crossgate Leasing, Inc. (Incorporated herein by reference to Exhibit 10.01 to Amendment No. 1 to Form S-1 Registration Statement No. 2-99858 filed with the Securities and Exchange Commission on August 27, 1986). (b) Reports and Amendments The Partnership did not file any Reports or Amendments during 1995.
ICON Cash Flow Partners, L.P., Series A (A Delaware Limited Partnership) December 31, 1995 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ICON CASH FLOW PARTNERS, L.P., SERIES A File No. 2-99858 (Registrant) By its General Partner, ICON Capital Corp. Peter D. Beekman Date: March 28, 1996 Peter D. Beekman Chairman of the Board and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated. ICON Capital Corp. sole General Partner of the Registrant Date: March 28, 1996 Peter D. Beekman Peter D. Beekman Chairman of the Board and President Date: March 28, 1996 Charles Duggan Charles Duggan Executive Vice President, Chief Financial Officer and Director Date: March 28, 1996 Cortes E. DeRussy Cortes E. DeRussy Executive Vice President and Director Date: March 28, 1996 Susan H. Beekman Susan H. Beekman Vice President, Secretary and Director Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrant Which have not Registered Securities Pursuant to Section 12 of the Act No annual report or proxy material has been sent to security holders. An annual report will be sent to the limited partners and a copy will be forwarded to the Commission.
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