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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, 2000
------------------------------------------------------
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 33-40044
--------------------------------------------------------
ICON Cash Flow Partners, L.P., Series D
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3602979
- ------------------------------------ --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
111 Church Street, White Plains, New York 10601-1505
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 993-1700
-----------------------------
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:
Units of Limited Partnership Interests
- --------------------------------------------------------------------------------
(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 D
(A Delaware Limited Partnership)
December 31, 2000
TABLE OF CONTENTS
Item Page
PART I
1. Business 3-4
2. Properties 4
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 Consolidated Financial and Operating Data 6
7. General Partner's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
8. Consolidated Financial Statements and Supplementary Data 12-28
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 29
PART III
10. Directors and Executive Officers of the Registrant's
General Partner 29-30
11. Executive Compensation 31
12. Security Ownership of Certain Beneficial Owners
and Management 31
13. Certain Relationships and Related Transactions 31
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 32
SIGNATURES 33
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
December 31, 2000
PART I
Item 1. Business
--------
General Development of Business
ICON Cash Flow Partners, L.P., Series D (the "Partnership") was formed in
February 1991 as a Delaware limited partnership. The Partnership commenced
business operations on its initial closing date, September 13, 1991, with the
admission of 26,905.59 limited partnership units. Between September 14, 1991 and
December 31, 1991, 121,932.48 additional units were admitted. Between January 1,
1992 and June 5, 1992 (the final closing date), 251,161.93 additional units were
admitted bringing the final admission to 400,000 units totaling $40,000,000 in
capital contributions. From 1994 through 1997, the Partnership redeemed 882
limited partnership units leaving 399,118 units outstanding up to December 31,
2000. The sole general partner is ICON Capital Corp. (the "General Partner").
The Partnership's reinvestment period ended June 5, 1997. The disposition
period began on June 6, 1997. During the disposition period the Partnership has,
and will continue to distribute substantially all distributable cash from
operations and equipment sales to the partners and begin the orderly termination
of its operations and affairs. The Partnership has not, and will not invest in
any additional new finance or lease transactions during the disposition period.
During the disposition period, the Partnership expects to recover at a minimum,
the carrying value of its assets.
Segment Information
The Partnership has only one operating segment: the business of acquiring
equipment subject to leases with companies that the Partnership believes to be
creditworthy..
Narrative Description of Business
The Partnership is an equipment leasing income fund. The principal
investment objective of the Partnership is to obtain the maximum economic return
from its investments for the benefit of its limited partners. To achieve this
objective the Partnership has: (1) acquired a diversified portfolio of leases
and financing transactions; (2) made monthly cash distributions to its limited
partners from cash from operations, commencing with each limited partner's
admission to the Partnership, (3) re-invested substantially all undistributed
cash from operations and cash from sales in additional equipment and financing
transactions during the reinvestment period; and (4) begun to sell the
Partnership's investments and distribute the cash from sales of such investments
to its limited partners.
The equipment leasing industry is highly competitive. In initiating its
leasing transactions the Partnership competed 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 greater financial
resources.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
December 31, 2000
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, 2000 and 1999, the Partnership did not
finance or purchase any new equipment. A summary of the portfolio equipment cost
by category held at December 31, 2000 and 1999 is as follows:
December 31, 2000 December 31, 1999
----------------- -----------------
Category Cost Percent Cost Percent
Manufacturing & production $ 4,907,608 37.8% $ 5,113,726 27.0%
Aircraft 3,384,869 26.1 8,188,964 43.2
Computer systems 3,133,709 24.2 3,289,663 17.4
Restaurant equipment 691,350 5.3 1,309,350 6.9
Office furniture & fixtures 510,560 3.9 539,834 2.9
Medical 81,873 .6 126,890 0.7
Printing 50,151 .4 87,342 0.5
Telecommunications 42,364 .3 59,715 0.3
Retail systems 39,594 .3 39,594 0.2
Miscellaneous 126,950 1.1 177,471 0.9
----------- ----- ----------- -----
$12,969,028 100.0% $18,932,549 100.0%
=========== ===== =========== =====
The Partnership has one lease which represents greater than 10% of the
total portfolio equipment cost at December 31, 2000. The underlying equipment is
a DeHavilland DHC-8-102 aircraft and the total equipment cost represented 26.1%
of the total portfolio equipment cost at December 31, 2000.
Item 2. Properties
----------
The Partnership neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
December 31, 2000
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 during the fourth
quarter of 2000.
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.
Number of Equity Security Holders
Title of Class as of December 31,
-------------- ---------------------------------
2000 1999
---- ----
Limited partners 3,105 3,060
General Partner 1 1
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
December 31, 2000
Item 6. Selected Consolidated Financial and Operating Data
Years Ended December 31,
-------------------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Total revenues $ 2,200,367 $ 2,658,007 $ 2,796,813 $ 3,537,411 $6,011,140
============ ============= ============= ============= ==========
Net income $ 820,615 $ 823,675 $ 688,361 $ 676,730 $2,540,333
============ ============= ============= ============= ==========
Net income allocable
to limited partners $ 812,409 $ 815,438 $ 681,477 $ 669,963 $2,514,930
============ ============= ============= ============= ==========
Net income allocable
to the General Partner $ 8,206 $ 8,237 $ 6,884 $ 6,767 $ 25,403
============ ============= ============= ============= ==========
Weighted average
limited partnership
units outstanding 399,118 399,118 399,118 399,138 399,179
============ ============= ============= ============= ==========
Net income per
weighted average
limited partnership
unit $ 2.04 $ 2.04 $ 1.71 $ 1.68 $ 6.30
============ ============= ============= ============= ==========
Distributions to
limited partners $ 4,091,082 $ 2,461,219 $ 4,074,331 $ 7,882,867 $5,588,508
============ ============= ============= ============= ==========
Distributions to the
General Partner $ 41,323 $ 24,840 $ 41,155 $ 79,648 $ 56,450
============ ============= ============= ============= ==========
December 31,
--------------------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Total assets $ 5,381,699 $ 11,621,332 $ 16,619,860 $ 22,999,478 $ 34,263,140
=========== ============= ============= ============= ============
Partners' equity $ 687,210 $ 3,999,000 $ 5,661,384 $ 9,088,509 $ 16,374,660
=========== ============= ============= ============= ============
The above selected consolidated financial and operating data should be read
in conjunction with the consolidated financial statements and related notes
appearing elsewhere in this report.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
December 31, 2000
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 finance
leases, investment in operating lease equipment, investment in financings and an
investment in a joint venture representing 15%, 41%, 34% and 10% of total
investments at December 31, 2000, respectively, and 20%, 58%, 15% and 7% of
total investments at December 31, 1999, respectively.
Results of Operations
Years Ended December 31, 2000 and 1999
For the years ended December 31, 2000 and 1999, the Partnership did not
finance or purchase any new equipment.
Revenues for the year ended December 31, 2000 were $2,200,367 representing
a decrease of $457,640 from 1999. The decrease in revenues resulted primarily
from a decrease in finance income of $363,724, a decrease in rental income of
$218,377, a loss from equity investment in joint venture of $117,866 in 2000
versus income in 1999 of $19,410 and an increase in gain on sales of equipment
of $252,360. Finance income decreased due to a decrease in the average size of
the portfolio from 2000 to 1999. Rental income decreased due to the sale of a
DHC-8 aircraft in the third quarter of 2000. The loss from investment in joint
venture resulted primarily from a provision for bad debt of $850,000 being
recorded in 2000 by an underlying joint venture, ICON Receivables 1997-A LLC,
with no provision for bad debt being recorded in 1999. The increase in gain on
sales of equipment resulted from the sale of the DHC-8 aircraft in the third
quarter of 2000, which resulted in a gain of $708,500.
Expenses for the year ended December 31, 2000 were $1,379,752 representing
a decrease of $454,580 from 1999. The decrease in expenses resulted primarily
from decreases in management fees of $145,485, administrative expense
reimbursements of $101,256, depreciation of $139,876, and interest expense of
$75,855. These decreases were partially offset by an increase in general and
administrative of $25,132. The decrease in management fees and administrative
expense reimbursements resulted from the General Partner waiving its right to
receive management fees and administrative expense reimbursements commencing
July 1, 2000. The decrease in depreciation resulted from the sale of a DHC-8
aircraft in the third quarter of 2000. Interest expense decreased as a result of
a decrease in average debt outstanding from 1999 to 2000. General and
administrative expenses increased as a result of higher professional fees in
2000 compared to 1999.
Net income for the year ended December 31, 2000 and 1999 was $820,615 and
$823,675, respectively. The net income per weighted average limited partnership
unit was $2.04 for both 2000 and 1999, respectively.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
December 31, 2000
Years Ended December 31, 1999 and 1998
For the years ended December 31, 1999 and 1998, the Partnership did not
finance or purchase any new equipment. During 1999, the Partnership expended
$1,369,714 on equipment refurbishment.
Revenues for the year ended December 31, 1999 were $2,658,007, representing
a decrease of $138,806 from 1998. The decrease in revenues was attributable to a
decrease in finance income of $127,707 and a decrease in income from an
investment in a joint venture of $167,755. These decreases were partially offset
by an increase in gain on sales of equipment of $170,604 and an increase in
interest income and other of $14,826. Finance income decreased due to a decrease
in the average size of the portfolio from 1998 to 1999. The increase in net gain
on sales of equipment was due to an increase in the number of leases maturing in
which the underlying equipment was sold. The decrease in income from investment
in joint venture was due to a decrease in the average size of the joint
venture's portfolio from 1998 to 1999 and a provision for bad debts recorded by
the venture in 1999.
Expenses for the year ended December 31, 1999 were $1,834,332, representing
a decrease of $274,120 from 1998. The decrease in expenses was attributable
primarily to a decrease in interest expense of $179,619, a decrease in
amortization of initial direct costs of $149,711, a decrease in management fees
of $204,154, and a decrease in administrative expense reimbursements of
$104,610. This was partially offset by a $400,000 reversal of allowance for
doubtful accounts in 1998. The decrease in interest expense resulted from a
decrease in the average debt outstanding from 1998 to 1999. Amortization of
initial direct costs, management fees, general and administrative and
administrative expense reimbursements decreased due to a decrease in the average
size of the portfolio from 1998 to 1999.
Net income for the years ended December 31, 1999 and 1998 was $823,675 and
$688,361, respectively. The net income per weighted average limited partnership
unit was $2.04 and $1.71 for 1999 and 1998, respectively.
Liquidity and Capital Resources
The Partnership's reinvestment period ended June 5, 1997. The disposition
period began on June 6, 1997. During the disposition period the Partnership has,
and will continue to distribute substantially all distributable cash from
operations and equipment sales to the partners and begin the orderly termination
of its operations and affairs. The Partnership has not, and will not invest in
any additional new finance or lease transactions during the disposition period.
However, it may expend monies to refurbish assets to maintain the value of the
portfolio. During the disposition period, the Partnership expects to recover at
a minimum, the carrying value of its assets. As a result of the Partnership's
entering into the disposition period, future monthly distributions are expected
to fluctuate depending on the amount of asset sale and re-lease proceeds
received during that period.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
December 31, 2000
The Partnership's primary sources of funds in 2000, 1999 and 1998 were net
cash provided by operations of $66,348, $584,985 and $3,315,260, respectively,
and proceeds from sales of equipment of $4,699,107, $3,946,052 and $1,394,199,
respectively, and proceeds from non-recourse notes payable of $2,967,966, $0 and
$750,000, respectively. These funds were used to fund cash distributions and
make payments on borrowings.
The Partnership's notes payable at December 31, 2000 totaled $3,484,212 and
consisted of $3,411,495 in non-recourse notes and a full recourse note payable
of $72,717.
Cash distributions to the limited partners in 2000, 1999 and 1998 totaled
$4,091,082, $2,461,219 and $4,074,331, respectively, of which $812,409,
$815,438, and $681,477 was investment income and $3,278,673, $1,645,781 and
$3,392,854 was a return of capital, respectively. The monthly annualized cash
distribution rate to limited partners in 2000, 1999 and 1998 was 10.25%, 6.17%
and 10.21%, respectively.
As of December 31, 2000, except as noted above, there were no known trends
or demands, commitments, events or uncertainties which are likely to have a
material effect on liquidity. As cash is realized from operations and sales of
equipment, the Partnership will distribute substantially all available cash,
after retaining sufficient cash to meet its reserve requirements and recurring
obligations.
Item 7a. Qualitative and Quantitative Disclosures About Market Risk
The Partnership is exposed to certain market risks, including changes in
interest rates. The Partnership believes its exposure to other market risks are
insignificant to both its financial position and results of operations.
The Partnership manages its interest rate risk by obtaining fixed rate
debt. The fixed rate debt service obligation streams are generally matched by
fixed rate lease receivable streams generated by the Partnership's lease
investments.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
December 31, 2000
Item 8. Consolidated Financial Statements and Supplementary Data
--------------------------------------------------------
Index to Consolidated Financial Statements
Page Number
Independent Auditors' Report 12
Consolidated Balance Sheets as of December 31, 2000 and 1999 13-14
Consolidated Statements of Operations for the Years Ended
December 31, 2000, 1999 and 1998 15
Consolidated Statements of Changes in Partners' Equity for the
Years Ended December 31, 2000, 1999 and 1998 16
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998 17-19
Notes to Consolidated Financial Statements 20-28
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Financial Statements
December 31, 2000
(With Independent Auditors' Report Thereon)
INDEPENDENT AUDITORS' REPORT
The Partners
ICON Cash Flow Partners, L.P., Series D:
We have audited the accompanying consolidated balance sheets of ICON Cash Flow
Partners, L.P., Series D (a Delaware limited partnership) as of December 31,
2000 and 1999, and the related consolidated statements of operations, changes in
partners' equity, and cash flows for each of the years in the three-year period
ended December 31, 2000. These consolidated financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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.
As discussed in Note 1, the Partnership's reinvestment period ended June 5,
1997. The disposition period began on June 6, 1997. During the disposition
period the Partnership has, and will continue to distribute substantially all
distributable cash from operations and equipment sales to the partners and begin
the orderly termination of its operations and affairs.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ICON Cash Flow
Partners, L.P., Series D as of December 31, 2000 and 1999, and the results of
its operations and its cash flows for each of the years in the three-year period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America.
/s/ KPMG LLP
---------------------------------------
KPMG LLP
March 28, 2001
New York, New York
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Balance Sheets
December 31,
2000 1999
---- ----
Assets
Cash $ 152,578 $ 287,481
------------ ------------
Investment in finance leases
Minimum rents receivable 345,531 1,243,687
Estimated unguaranteed residual values 772,389 1,422,788
Initial direct costs 4,157 15,236
Unearned income (92,763) (225,317)
Allowance for doubtful accounts (256,928) (224,544)
------------ ------------
772,386 2,231,850
------------ ------------
Investment in operating lease equipment, at cost 3,384,869 8,188,964
Accumulated depreciation (1,267,097) (1,702,723)
------------ ------------
2,117,772 6,486,241
Investment in financings
Receivables due in installments 2,484,219 2,628,283
Initial direct costs 308 395
Unearned income (666,947) (841,135)
Allowance for doubtful accounts (92,097) (92,097)
------------ ------------
1,725,483 1,695,446
------------ ------------
Investment in joint venture 518,430 716,591
------------ ------------
Accounts receivable from General Partner and affiliates -- 9,183
------------ ------------
Other assets 95,050 194,540
------------ ------------
Total assets $ 5,381,699 $ 11,621,332
============ ============
(continued on next page)
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Balance Sheets (Continued)
December 31,
2000 1999
---- ----
Liabilities and Partners' Equity
Note payable - recourse $ 72,717 $ 278,170
Note payable - non-recourse - secured financing -- 58,146
Notes payable - non-recourse 3,411,495 5,117,839
Security deposits, deferred credits and other payables 1,210,277 2,168,177
------------ ------------
4,694,489 7,622,332
------------ ------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (337,724) (304,607)
Limited partners (399,118 units outstanding,
$100 per unit original issue price) 1,024,934 4,303,607
------------ ------------
Total partners' equity 687,210 3,999,000
------------ ------------
Total liabilities and partners' equity $ 5,381,699 $ 11,621,332
============ ============
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Operations
For the Years Ended December 31,
2000 1999 1998
---- ---- ----
Revenues
Rental income $ 1,082,236 $ 1,300,613 $ 1,329,387
Finance income 577,815 941,539 1,069,246
(Loss) income from investment
in joint venture (117,866) 19,410 187,165
Gains on sales of equipment 606,784 354,424 183,820
Interest income and other 51,398 42,021 27,195
----------- ----------- -----------
Total revenues 2,200,367 2,658,007 2,796,813
----------- ----------- -----------
Expenses
Interest 527,065 602,920 782,539
Depreciation 542,309 682,185 664,121
General and administrative 239,388 214,256 268,346
Management fees - General Partner 47,532 193,017 397,171
Administrative expense reimbursements
- General Partner 12,292 113,548 218,158
Amortization of initial direct costs 11,166 28,406 178,117
Reversal of provision for doubtful accounts -- -- (400,000)
----------- ----------- -----------
Total expenses 1,379,752 1,834,332 2,108,452
----------- ----------- -----------
Net income $ 820,615 $ 823,675 $ 688,361
=========== =========== ===========
Net income allocable to:
Limited partners 812,409 815,438 681,477
General Partner 8,206 8,237 6,884
----------- ----------- -----------
$ 820,615 $ 823,675 $ 688,361
=========== =========== ===========
Weighted average number of limited
partnership units outstanding 399,118 399,118 399,118
=========== =========== ===========
Net income per weighted average
limited partnership unit $ 2.04 $ 2.04 $ 1.71
=========== =========== ===========
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Changes in Partners' Equity
For the Years Ended December 31, 2000, 1999 and 1998
Limited Partner Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at
December 31, 1997 $ 9,342,242 $ (253,733) $ 9,088,509
Cash distributions
to partners $ 8.50 $ 1.71 (4,074,331) (41,155) (4,115,486)
Net income 681,477 6,884 688,361
------------ ----------- ------------
Balance at
December 31, 1998 5,949,388 (288,004) 5,661,384
Cash distributions
to partners $ 4.13 $ 2.04 (2,461,219) (24,840) (2,486,059)
Net income 815,438 8,237 823,675
------------ ----------- ------------
Balance at
December 31, 1999 4,303,607 (304,607) 3,999,000
Cash distributions
to partners $ 8.21 $ 2.04 (4,091,082) (41,323) (4,132,405)
Net income 812,409 8,206 820,615
------------ ----------- ------------
Balance at
December 31, 2000 $ 1,024,934 $ (337,724) $ 687,210
============ =========== ============
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
For the Years Ended December 31,
2000 1999 1998
---- ---- ----
Cash flows provided by operating activities:
Net income $ 820,615 $ 823,675 $ 688,361
----------- ----------- -----------
Adjustments to reconcile net income to
net cash provided by operating activities:
Finance income portion of receivables paid
directly to lenders by lessees (93,426 (168,261) (362,177)
Rental income paid directly to lenders
by lessee (1,002,474) (620,426) (330,880)
Amortization of initial direct costs 11,166 28,406 178,117
Gains on sales of equipment (606,784) (354,424) (183,820)
Interest expense on non-recourse financing
paid directly by lessees 515,098 472,953 581,922
Interest expense accrued on non-recourse
securitized debt -- -- 1,455
Depreciation 542,309 682,185 664,121
Reversal of provision for doubtful accounts -- -- (400,000)
Loss (income) from investment in joint venture 117,866 (19,410) (187,165)
Changes in operating assets and liabilities:
Collection of principal -
non-financed receivables 421,032 542,524 1,467,879
Distributions from joint venture 80,295 386,657 412,671
Allowance for doubtful accounts (32,384) 70,575 (237,275)
Investment in joint venture -- (52,616) (49,780)
Accounts receivable from General Partner
and affiliates, net 9,183 10,939 (164,151)
Security deposits, deferred credits
and other payables (957,900) (1,188,748) 1,147,809
Other assets 99,490 -- --
Other 142,262 (29,044) 88,173
----------- ----------- -----------
Total adjustments (754,267) (238,690) 2,626,899
----------- ----------- -----------
Net cash provided by operating activities 66,348 584,985 3,315,260
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment 4,699,107 3,946,052 1,394,199
Refurbishment of operating equipment -- (1,369,714) --
----------- ----------- -----------
Net cash provided by investing activities 4,699,107 2,576,338 1,394,199
----------- ----------- -----------
(continued on next page)
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (Continued)
For the Years Ended December 31,
2000 1999 1998
---- ---- ----
Cash flows from financing activities:
Cash distributions to partners (4,132,405) (2,486,059) (4,115,486)
Proceeds from notes payable - non-recourse 2,967,966 -- 750,000
Principal payments on note payable (205,453) (592,631) (1,156,338)
Principal payments on non-recourse - secured
financing (58,146) (440,891) (696,274)
Principal payments on non-recourse debt (3,472,320) -- --
----------- -----------
Net cash used in financing activities (4,900,358) (3,519,581) (5,218,098)
----------- ----------- -----------
Net decrease in cash (134,903) (358,258) (508,639)
Cash at beginning of year 287,481 645,739 1,154,378
----------- ----------- -----------
Cash at end of year $ 152,578 $ 287,481 $ 645,739
=========== =========== ===========
Note: Equipment purchased in 1999 represented an upgrade to an existing lease
investment.
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (Continued)
Supplemental Disclosures of Cash Flow Information
Interest expense of $527,065, $602,920 and $782,539 for the years ended
December 31, 2000, 1999 and 1998 consisted of: interest expense on non-recourse
financing accrued or paid directly to lenders by lessees of $515,098, $472,953
and $581,922, respectively, and other interest of $11,967, $129,967 and
$200,617, respectively.
During the years ended December 31, 2000, 1999 and 1998, non-cash activities
included the following:
2000 1999 1998
---- ---- ----
Principal and interest on finance receivables
paid directly to lender by lessees $ 714,614 $ 971,296 $ 2,971,276
Rental income assigned operating lease receivable 1,002,474 620,426 330,880
Principal and interest on non-recourse financing
paid directly by lessees (1,717,088) (1,591,722) (3,302,156)
Decrease in investments in finance leases and
financings due to contribution in joint venture -- (51,876) --
Increase in equity investment in joint venture -- 51,876 --
----------- ----------- -----------
$ -- $ -- $ --
=========== =========== ===========
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
December 31, 2000
1. Organization
ICON Cash Flow Partners, L.P., Series D (the "Partnership") was formed on
February 21, 1991 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, to enter into
secured financing transactions. The Partnership's offering period commenced on
August 23, 1991 and by its final closing on June 5, 1992, 400,000 units had been
admitted into the Partnership with aggregate gross proceeds of $40,000,000. From
1994 through 2000, the Partnership redeemed 882 limited partnership units
leaving 399,118 limited partnership units outstanding at December 31, 2000.
The Partnership's reinvestment period ended June 5, 1997. The disposition
period began on June 6, 1997. During the disposition period the Partnership has,
and will continue to distribute substantially all distributable cash from
operations and equipment sales to the partners and begin the orderly termination
of its operations and affairs. The Partnership has not, and will not invest in
any additional finance or lease transactions during the disposition period.
During the disposition period, the Partnership expects to recover, at a minimum,
the carrying value of its assets.
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 13 1/2% of the gross
proceeds received from the sale of the units. Such offering costs aggregated
$5,400,000, (including $2,207,188 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
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 on its outstanding adjusted capital contribution
account. After such time, the distributions would 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 the General
Partner's management to make estimates and assumptions that affect the reported
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
amounts of assets and liabilities at the date of the financial statements, and
revenues and expenses during the reporting period. Actual results could differ
from those estimates. In addition, management is required to disclose contingent
assets and liabilities.
Consolidation - The consolidated financial statements include the accounts
of the Partnership and its wholly owned subsidiary, ICON D Corp. All
inter-company accounts and transactions have been eliminated. The Partnership
accounts for its interest in a less than 50% owned joint venture under the
equity method of accounting. In such cases, the Partnership's original
investments are recorded at cost and adjusted for its share of earnings, losses
and distributions thereafter.
Leases - The Partnership accounts for owned equipment leased to third
parties as finance leases or operating leases, as appropriate. 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 five years. Each
lease is expected to provide aggregate contractual rents that, along with
residual proceeds, return the Partnership's cost of its investments 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 ("SFAS") No. 107, "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments. Separate disclosure of fair value information as of December 31,
2000 and 1999 with respect to the Company's assets and liabilities 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, and payables approximates market value and (iii)
fair value information concerning certain recourse and 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.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
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 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.
In 1998, the Partnership reversed $400,000 of amounts previously included in the
allowance for doubtful accounts.
Impairment of Estimated Residual Values - The Partnership's policy with
respect to impairment of estimated residual values is to review, on a periodic
basis, the carrying value of its residuals on an individual asset basis to
determine whether events or changes in circumstances indicate that the carrying
value of an asset may not be recoverable and, therefore, an impairment loss
should be recognized. The events or changes in circumstances which generally
indicate that the residual value of an asset has been impaired are (i) the
estimated fair value of the underlying equipment is less than the Partnership's
carrying value or (ii) the lessee is experiencing financial difficulties and it
does not appear likely that the estimated proceeds from disposition of the asset
will be sufficient to satisfy the remaining obligation to the non-recourse
lender and the Partnership's residual position. Generally in the latter
situation, the residual position relates to equipment subject to third party
non-recourse notes payable where the lessee remits their rental payments
directly to the lender and the Partnership does not recover its residual until
the non-recourse note obligation is repaid in full.
The Partnership measures its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be
received by the Partnership from release or resale of the equipment. Generally,
quoted market prices are used as the basis for measuring whether an impairment
loss should be recognized.
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.
New Accounting Pronouncement - Effective January 1, 2001, the Partnership
adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended. The adoption of SFAS No. 133 did not have any effect on
the Partnership's financial position or results of operations.
3. Investment in Joint Venture
The Partnership and affiliates formed a joint venture for the purpose of
acquiring and managing various assets.
ICON Receivables 1997-A L.L.C.
In March 1997 the Partnership, ICON Cash Flow Partners L.P. Six ("L.P.
Six"), and ICON Cash Flow Partners L.P. Seven ("L.P. Seven") contributed and
assigned equipment lease and finance receivables and residuals to ICON
Receivables 1997-A L.L.C. ("1997-A"), a special purpose entity created for the
purpose of originating leases, managing existing contributed assets and
securitizing its portfolio. In September 1997 ICON Cash Flow Partners, L.P.,
Series E ("Series E"), L.P. Six and
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
L.P. Seven contributed and assigned additional equipment lease and finance
receivables and residuals to 1997-A. The Partnership, Series E, L.P. Six and
L.P. Seven received a 17.81%, 31.19%, 31.03% and 19.97% interest, respectively,
in 1997-A based on the present value of their related contributions. The
Partnership's contributions amounted to $4,805,767 in assigned leases and
$125,000 of cash in 1997, $49,780 of cash in 1998 and $52,616 of cash and
$51,876 in assigned leases in 1999. In September 1997, 1997-A securitized
substantially all of its equipment leases and finance receivables and residuals.
1997-A became the beneficial owner of a trust. The Partnership's original
investment was recorded at cost and is adjusted by its share of earnings, losses
and distributions thereafter.
Information as to the financial position and results of operations of 1997-A
as of and for the years ended December 31, 2000 and 1999 is summarized below:
December 31, 2000 December 31, 1999
Assets $ 9,002,519 $ 17,967,471
============= =============
Liabilities $ 6,848,927 $ 14,701,353
============= =============
Equity $ 2,153,592 $ 3,266,388
============= =============
Partnership's share of equity $ 518,430 $ 716,591
============= =============
Year Ended Year Ended
December 31, 2000 December 31, 1999
Net (loss) income $ (661,929) $ 108,923
============= =============
Partnership's share of net
(loss) income $ (117,866) $ 19,410
============= =============
Distributions to partners $ 450,867 $ 2,171,133
============= =============
Partnership's share of distributions $ 80,295 $ 386,657
============= =============
4. Receivables Due in Installments
Non-cancelable minimum annual amounts due on finance leases and financings
as of December 31, 2000 are as follows:
Finance
Year Leases Financings Total
2001 $ 202,290 $ 129,737 $ 332,027
2002 42,288 90,483 132,771
2003 100,953 87,720 188,673
2004 -- 2,176,279 2,176,279
---------- ---------- ----------
$ 345,531 $2,484,219 $2,829,750
========== ========== ==========
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
5. Investment in Operating Lease
In June 1997 the Partnership acquired two DeHaviland DHC-8-102 aircraft and
leased them to U.S. Airways, Inc ("U.S. Air"). The purchase price totaled
$6,819,250 and was funded with $3,619,250 of cash and $3,200,000 in non-recourse
debt. In August 1999 one plane was re-leased to Wideroe's Flyveselskap ASA, a
Norwegian air carrier for a term of four years under a lease which required the
aircraft to be refurbished at a cost of $1,369,714. In November 1999 the
Partnership extended the U.S. Air lease for a term of four years. In September
2000 the Partnership sold the Wideroe aircraft resulting in proceeds of
$4,534,390 and a gain of $708,500.
The investment in operating leases at December 31, 2000, 1999 and 1998
consisted of the following:
2000 1999 1998
---- ---- ----
Equipment cost, beginning of year $ 8,188,694 $ 6,819,250 $ 6,819,250
Refurbishment of operating equipment -- 1,369,714 --
Equipment sales (4,803,825) -- --
----------- ----------- -----------
Equipment cost, end of year 3,384,869 8,188,964 6,819,250
----------- ----------- -----------
Accumulated depreciation, beginning of year (1,702,723) (1,020,538) (356,417)
Depreciation (542,309) (682,185) (664,121)
Accumulated depreciation on equipment sold 977,935 -- --
----------- ----------- -----------
Accumulated depreciation, end of year (1,267,097) (1,702,723) (1,020,538)
----------- ----------- -----------
Investment in operating leases, end of year $ 2,117,772 $ 6,486,241 $ 5,798,712
=========== =========== ===========
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
6. Allowance for Doubtful Accounts
The allowance for doubtful accounts related to the investments in finance
leases and financings consisted of the following:
Finance
Leases Financings Total
Balance at December 31, 1997 $ 568,285 $ 456,206 $ 1,024,491
Accounts written-off (209,007) (47,034) (256,041)
Recovery on accounts previously
written-off 18,766 -- 18,766
Reversal of provision for
doubtful accounts (131,594) (268,406) (400,000)
----------- ----------- -----------
Balance at December 31, 1998 246,450 140,766 387,216
Accounts written-off (79,889) (48,669) (128,558)
Recovery on accounts previously
written-off 57,983 -- 57,983
----------- ----------- -----------
Balance at December 31, 1999 224,544 92,097 316,641
Recovery on accounts previously
written-off 32,384 -- 32,384
----------- ----------- -----------
Balance at December 31, 2000 $ 256,928 $ 92,097 $ 349,025
=========== =========== ===========
7. Notes Payable
In May 1997 the Partnership borrowed $2,700,000 from a bank pursuant to a
four year term loan agreement. The loan agreement grants a security interest in
certain Partnership payments and collateral for a specified group of leases and
financing transactions. The note bears interest at 9.25% and is payable in
monthly installments. In addition, the loan agreement contains restrictive
covenants which include the maintenance of minimum tangible net worth and of
certain financial ratios. The Partnership was in compliance with the related
covenants at December 31, 2000. The Partnership had $72,717 outstanding relating
to this note payable at December 31, 2000.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
In December 1995 the Partnership borrowed $4,148,838 by pledging lease
receivables and granting a security interest in the underlying equipment and
receivables relating to a specified group of leases and financing transactions.
The loan (described herein as notes payable - non-recourse - secured financing)
bore interest at a fixed rate of 8.02%, and was payable from receivable proceeds
from the portfolio that had secured it. The Partnership retired the remaining
note balance in 2000.
In June 1997 the Partnership acquired two DeHaviland DHC-8-102 aircraft and
leased them to U.S. Air. The purchase price totaled $6,819,250 of which the
Partnership borrowed $3,200,000 in non-recourse debt from Transamerica Business
Credit Corp. ("Transamerica") (described herein as notes payable -
non-recourse). In October 1998 the Partnership borrowed an additional $750,000
from Transamerica, to refurbish one of the two aircraft, bringing the total
non-recourse debt relating to this transaction to $3,950,000.
In August 1999 the Partnership refinanced $2,000,000 of the Transamerica
debt with a new lender, Christiania Bank of Norway ("Christiania"), and borrowed
an additional $1,000,000 from Christiania. The maturity date of this $3,000,000
borrowing from Christiania was November 2003. The Partnership negotiated a fixed
rate of 9.6% on this debt in October 1999. This debt was collateralized by the
lease with Wideroe Flyveselskap ASA and the underlying equipment. In September
2000 the Partnership retired the remaining Christiana debt outstanding of
$2,504,354 with the proceeds of sale of the equipment to Wideroe Flyveselskap
ASA (see Note 5).
The remaining debt with Transamerica is collateralized by the other
aircraft lease with U.S. Air and the underlying equipment. In the first quarter
of 2000, the Partnership refinanced the remaining debt outstanding and borrowed
an additional $2,000,000. This debt carries an interest rate of 11% and has a
maturity date of November 2003.
Notes bear interest at rates ranging from 5.2% to 12% and mature as follows:
Transamerica Other
Notes Payable Notes Payable
Note Payable Non-Recourse Non-Recourse Total
------------ ------------ ------------ -----
2001 $ 72,717 $ 306,123 $ 581,446 $ 960,286
2002 -- 341,547 129,999 471,546
2003 -- 2,052,380 -- 2,052,380
---------- ---------- ----------
$ 72,717 $2,700,050 $ 711,445 $3,484,212
========== ========== ========== ==========
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
8. Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the years ended December 31, 2000, 1999 and 1998
are as follows:
Charged to
Operations
Management fees $ 397,171
Administrative expense reimbursements 218,158
-----------
Year ended December 31, 1998 $ 615,329
===========
Management fees $ 193,017
Administrative expense reimbursements 113,548
-----------
Year ended December 31, 1999 $ 306,565
===========
Management fees $ 47,532
Administrative expense reimbursements 12,292
-----------
Year ended December 31, 2000 $ 59,824
===========
The Partnership has an investment in one non-consolidated joint venture
with other Partnerships sponsored by the General Partner (See Note 3 for
additional information relating to the joint venture).
9. Security Deposits, Deferred Credits and Other Payables
Security deposits, deferred credits and other payables at December 31, 2000
and December 31, 1999 include $846,057 and $408,912, respectively, of proceeds
received on residuals which will be applied upon final remarketing of the
related equipment.
10. Subsidiary
In December 1994 the Partnership formed a wholly owned subsidiary, ICON D
Corp., a Massachusetts corporation, formed for the purpose of managing equipment
under lease located in the state of Massachusetts. Massachusetts partnerships
are taxed for personal property at a higher rate than corporations, and
therefore, to mitigate such excess property tax, certain leases are being
managed by ICON D Corp, a corporation. The Partnership's consolidated financial
statements include 100% of the accounts of ICON D Corp. As of December 31, 2000,
there was no federal tax liability for ICON D Corp.
11. 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 third
parties based on specified formulas. For the years ended December 31, 2000, 1999
and 1998, the Partnership paid $0, $152,739 and $116,400, respectively, to third
parties as their share of the proceeds.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
12. Tax Information (Unaudited)
The following reconciles net income for financial reporting purposes to
income (loss) for federal income tax purposes for the years ended December 31:
2000 1999 1998
---- ---- ----
Net income per financial statements $ 820,615 $ 823,675 $ 688,361
Differences due to:
Direct finance leases 449,184 1,315,734 3,337,161
Depreciation and amortization (1,062,527) (2,020,504) (3,431,801)
Provision for losses (29,384) (70,575) 162,724
Loss on sale of equipment (184,260) (686,442) (349,203)
Other 85,051 (78,444) (320,877)
----------- ----------- -----------
Partnership income (loss) income for
federal income tax purposes $ 78,679 $ (716,556) $ 86,365
=========== =========== ===========
As of December 31, 2000, the partners' capital accounts included in the
financial statements totaled $687,210 compared to the partners' capital accounts
for federal income tax purposes of $12,373,040 (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.
13. Quarterly Financial Data (Unaudited)
The following table is a summary of financial data by quarter for the years
ended December 31, 2000 and 1999:
For the Quarters Ended
------------------------------------------------------------
March 31, June 30, September 30, December 31,
-------- ------- ------------ -----------
2000
Revenues $ 451,153 $ 465,995 $ 946,824 $ 336,395
============ ============== ============= =============
Net income allocable to
limited partners $ 55,958 $ 23,272 $ 619,452 $ 113,727
============ ============== ============= =============
Net income per weighted
average limited
partnership unit $ 0.14 $ 0.06 $ 1.55 $ 0.29
============ ============== ============= =============
1999
Revenues $ 877,071 $ 554,633 $ 490,564 $ 735,739
============ ============== ============= =============
Net income allocable to
limited partners $ 388,044 $ 68,885 $ 38,641 $ 319,868
============ ============== ============= =============
Net income per weighted
average limited
partnership unit $ 0.97 $ 0.17 $ 0.10 $ 0.80
============ ============== ============= =============
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
December 31, 2000
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 111 Church Street, White
Plains, New York 10601-1505, and its telephone number is (914) 993-1700. 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 leases and full
financing transactions.
The manager of the Registrant'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.
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, re-leasing services in connection with equipment which is off-lease,
inspections of the equipment, liaison with and general supervision of lessees to
assure that the equipment is being properly operated and maintained, 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:
Beaufort J.B. Clarke Chairman, Chief Executive Officer and Director
Paul B. Weiss President and Director
Thomas W. Martin Executive Vice President and Director
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
December 31, 2000
Beaufort J. B. Clarke, age 55, has been Chairman, Chief Executive Officer
and Director of the General Partner since 1996. Prior to his present position,
Mr. Clarke was founder and the President and Chief Executive Officer of Griffin
Equity Partners, Inc. Mr. Clarke formerly was an attorney with Shearman and
Sterling and has over 20 years of senior management experience in the United
States leasing industry.
Paul B. Weiss, age 40, is President and Director of the General Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations with the General Partner since 1996, Griffin Equity Partners (as
Executive Vice President from 1993-1996); Gemini Financial Holdings (as Senior
Vice President-Portfolio Acquisitions from 1991-1993) and Pegasus Capital
Corporation (as Vice President-Portfolio Acquisitions from 1988-1991). He was
previously an investment banker and a commercial banker.
Thomas W. Martin, age 47, has been Executive Vice President of the General
Partner since 1996. Prior to his present position, Mr. Martin was the Executive
Vice President and Chief Financial Officer of Griffin Equity Partners, Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice President-Syndications from 1985-1992). Mr.
Martin has 17 years of senior management experience in the leasing business.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
December 31, 2000
Item 11. Executive Compensation
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, 2000, 1999 and 1998.
Type of
Entity Capacity Compensation 2000 1999 1998
------ -------- ------------ ---- ---- ----
ICON Capital Corp. General Partner Management fees $ 47,532 $ 193,017 $ 397,171
ICON Capital Corp. General Partner Administrative expense
reimbursements 12,292 113,548 218,158
---------- ----------- -----------
$ 59,824 $ 306,565 $ 615,329
========== =========== ===========
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The registrant 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) Asof March 19, 2001, Directors and Officers of the General Partner do not
own any equity securities of the Partnership.
(c) The General Partner owns the equity securities of the Partnership set forth
in the following table:
Title Percent
of Class Amount Beneficially Owned of Class
-------- ------------------------- --------
General Partner Represents initially a 1% and potentially a 100%
Interest 10% interest in the Partnership's income, gain
and loss deductions.
Profits, losses, cash distributions and disposition proceeds are allocated
99% to the limited partners and 1% 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 90%
to the limited partners and 10% to the General Partner.
Item 13. Certain Relationships and Related Transactions
See Item 11 for a discussion of the Partnership's related party
transactions. See Note 3 for a discussion of the Partnership's related party
investment in joint venture.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
December 31, 2000
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements - See Part II, Item 8 hereof.
2. Financial Statement Schedule - None.
Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set
forth therein is included in the Financial Statements or Notes
thereto.
3. Exhibits - The following exhibits are incorporated herein by references:
(i) Form of Dealer-Manager Agreement (Incorporated by reference to
Exhibit 1.1 to Form S-1 Registration Statement No. 33-40044 filed
with the Securities and Exchange Commission on April 18, 1991)
(ii) Form of Selling Dealer Agreement (Incorporated by reference to
Exhibit 1.2 to Form S-1 Registration Statement No. 33-40044 filed
with the Securities and Exchange Commission on April 18, 1991)
(iii)Amended and Restated Agreement of Limited Partnership
(Incorporated herein by reference to Exhibit A to Amendment No. 4
to Form S-1 Registration Statement No. 33-40044 filed with the
Securities and Exchange Commission on August 14, 1991)
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Partnership during the quarter
ended December 31, 2000.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
December 31, 2000
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ICON CASH FLOW PARTNERS, L.P., Series D
File No. 33-40044 (Registrant)
By its General Partner, ICON Capital Corp.
Date: March 28, 2001 /s/ Beaufort J.B. Clarke
---------------------------------------
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
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, 2001 /s/ Beaufort J.B. Clarke
---------------------------------------
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
Date: March 28, 2001 /s/ Paul B. Weiss
---------------------------------------
Paul B. Weiss
President and Director
Date: March 28, 2001 /s/ Thomas W. Martin
---------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer)
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.