10-Q 1 c10q3-01.txt SERIES C 3/31/01 FORM 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended March 31, 2001 ----------------------------------------------------------- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to -------------------- ------------------------- Commission File Number 0-27904 --------------------------------------------------------- ICON Cash Flow Partners, L.P., Series C -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3575099 ------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 111 Church Street, White Plains, New York 10601-1505 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (914) 993-1700 -------------------------------------------------------------------------------- Registrant's telephone number, including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ x ] Yes [ ] No PART I - FINANCIAL INFORMATION Item 1. Financial Statements ICON Cash Flow Partners, L.P., Series C (A Delaware Limited Partnership) Balance Sheets (unaudited)

See accompanying notes to financial statements. ICON Cash Flow Partners, L.P., Series C (A Delaware Limited Partnership) Statements of Operations For the Three Months Ended March 31, (unaudited)

See accompanying notes to financial statements. ICON Cash Flow Partners, L.P., Series C (A Delaware Limited Partnership) Statements of Changes in Partners' Equity For the Three Months Ended March 31, 2001 and the Year Ended December 31, 2000 (unaudited)

See accompanying notes to financial statements. ICON Cash Flow Partners, L.P., Series C (A Delaware Limited Partnership) Statements of Cash Flows For the Three Months Ended March 31, (unaudited)

See accompanying notes to financial statements. ICON Cash Flow Partners, L.P., Series C (A Delaware Limited Partnership) Notes to Financial Statements March 31, 2001 (unaudited) 1. Basis of Presentation The financial statements of ICON Cash Flow Partners, L.P., Series C (the "Partnership") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and, in the opinion of management, include all adjustments (consisting only of normal recurring accruals) necessary for a fair statement of income for each period shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information represented not misleading. The results for the interim period are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements and notes included in the Partnership's 2000 Annual Report on Form 10-K. 2. Related Party Transactions As a result of the approval of amendments to the Partnership Agreement in 1996, the General Partner did not accrue any management fees for the three months ended March 31, 2001 and 2000. The Partnership paid or accrued administrative expense reimbursements of $844 and $2,832 during the three months ended March 31, 2001 and 2000, respectively, which were charged to operations. In December 1998 the Partnership and three affiliates, ICON Cash Flow Partners L.P. Six ("L.P. Six"), ICON Cash Flow Partners L.P. Seven ("L.P. Seven") and ICON Income Fund Eight A L.P. ("Eight A") formed ICON Boardman Funding LLC ("ICON BF"), for the purpose of acquiring a lease with Portland General Electric. (See Note 4 for additional information relating to the joint venture.) 3. Investments in Joint Venture The Partnership Agreement allows the Partnership to invest in joint ventures with other limited partnerships sponsored by the General Partner provided that the investment objectives of the joint ventures are consistent with that of the Partnership. In December 1998 the Partnership and three affiliates, L.P. Six, L.P. Seven and Eight A formed ICON BF, for the purpose of acquiring a lease with Portland General Electric. The purchase price totaled $27,421,810, and was funded with cash and non-recourse debt assumed in the purchase price. The Partnership, L.P. Six, L.P. Seven and Eight A received a .5%, .5%, .5% and 98.5% interest, respectively, in ICON BF. The Partnership's original investment was recorded at cost of $56,960 and is adjusted by its share of earnings, losses and distributions, thereafter. ICON Cash Flow Partners, L.P., Series C (A Delaware Limited Partnership) Notes to Financial Statements - Continued Information as to ICON BF is summarized below: March 31, 2001 Assets $ 23,335,491 =============== Liabilities $ 13,101,405 =============== Equity $ 10,234,086 =============== Partnership's share of equity $ 51,173 =============== For the Three Months Ended March 31, 2001 Net income $ 310,871 =============== Partnership's share of net income $ 1,554 =============== \ ICON Cash Flow Partners, L.P., Series C (A Delaware Limited Partnership) March 31, 2001 Item 2. General Partner's Discussion and Analysis of Financial Condition and Results of Operations The Partnership's portfolio consisted of net investments in financings, finance leases and equity investment in unconsolidated joint venture representing 16%, 0% and 84% of total investments at March 31, 2001, respectively, and 63%, 22% and 15% of total investments at March 31, 2000, respectively. Results of Operations for the Three Months Ended March 31, 2001 and 2000 Revenues for the three months ended March 31, 2001 were $13,765, representing a decrease of $6,875 from 2000. The decrease in revenues was due primarily to a decrease in finance income of $2,810 and a decrease in interest income and other of $8,529, which was partially offset by an increase in gain on sales of equipment of $4,361. The decrease in finance income was due to a decrease in the average size of the finance lease portfolio from 2000 to 2001. The decrease in interest and other income was due to a decline in the average cash balance from 2000 to 2001. Expenses for the three months ended March 31, 2001 were $28,622 representing a decrease of $1,224. Total expenses decreased primarily as a result of a decline in the size of the lease portfolio. Net loss for the three months ended March 31, 2001 and 2000 was ($14,857) and ($9,206), respectively. The net loss per weighted average limited partnership unit was ($.07) and ($.05) for 2001 and 2000, respectively. Liquidity and Capital Resources The Partnership's primary sources of funds for the nine months ended March 31, 2001 and 2000 were net cash provided from operations of $67,137 and $143,565, respectively, and proceeds from sales of equipment of $7,793 and $7,134, respectively. These funds and cash reserves were used to fund cash distributions to partners. Cash distributions to limited partners for the three months ended March 31, 2001 and 2000 totaled $222,796 and $222,750, respectively. As of March 31, 2001 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 continue to pay distributions while retaining sufficient cash reserves to meet its obligations. Item 3. Qualitative and Quantitative Disclosures About Market Risk The Partnership had been exposed to interest rate risks during the periods it had outstanding debt obligations. The Partnership presently does not have any remaining outstanding debt obligations and believes its exposure to other market risks are insignificant to both its financial position and results of operations. ICON Cash Flow Partners, L.P., Series C (A Delaware Limited Partnership) PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K No reports on Form 8-K were filed by the Partnership during the quarter ended March 31, 2001. ICON Cash Flow Partners, L.P., Series C (A Delaware Limited Partnership) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ICON CASH FLOW PARTNERS, L.P., Series C File No. 33-36376 (Registrant) By its General Partner, ICON Capital Corp. May 11, 2001 /s/ Thomas W. Martin ------------------- ------------------------------------------- Date Thomas W. Martin Executive Vice President (Principal financial and accounting officer of the General Partner of the Registrant)

ICON CASH FLOW PARTNERS L P SERIES C 10-Q