ICON CASH FLOW PARTNERS L P SERIES A
10-Q, 1998-08-14
EQUIPMENT RENTAL & LEASING, NEC
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                                  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                           June 30, 1998
                     -----------------------------------------------------------

[    ]  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                             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             (IRS Employer Identification Number)
incorporation or organization)

                 600 Mamaroneck Avenue, Harrison, New York 10528
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                                 (914) 698-0600
- --------------------------------------------------------------------------------
               Registrant's telephone number, including area code


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                                        [ x ] Yes      [   ] No






<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

                     ICON Cash Flow Partners, L.P., Series A
                        (A Delaware Limited Partnership)

                                 Balance Sheets

                                   (Unaudited)

                                                        June 30,   December 31,
                                                          1998        1997
                                                       ---------   ------------

Assets

Cash .............................................     $  61,802    $  89,212
                                                       ---------    ---------
Investment in financings
   Receivables due in installments ...............        20,636       59,625
   Unearned income ...............................        (1,432)      (3,181)
   Allowance for doubtful accounts ...............       (11,030)     (19,407)
                                                       ---------    ---------
                                                           8,174       37,037
                                                       ---------    ---------

Investment in finance leases
   Minimum rents receivable ......................         2,050        4,062
   Unearned income ...............................        (1,212)      (1,212)
   Allowance for doubtful accounts ...............          --         (2,123)
                                                       ---------    ---------
                                                             838          727
                                                       ---------    ---------

Investment in operating leases
   Equipment, at cost ............................        39,887       39,887
   Accumulated depreciation ......................       (39,787)     (39,787)
                                                       ---------    ---------
                                                             100          100
                                                       ---------    ---------

Other assets .....................................           703       10,916
                                                       ---------    ---------

Total assets .....................................     $  71,617    $ 137,992
                                                       =========    =========

Liabilities and Partners' Equity

Accounts payable - other .........................     $  11,654    $  14,840
Security deposits and deferred credits ...........        18,639        1,045
                                                       ---------    ---------

                                                          30,293       15,885
                                                       ---------    ---------
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ...............................       180,718      184,757
   Limited partners (5,009 units outstanding,
     $500 per unit original issue price) .........      (139,394)     (62,650)
                                                       ---------    ---------

Total partners' equity ...........................        41,324      122,107
                                                       ---------    ---------

Total liabilities and partners' equity ...........     $  71,617    $ 137,992
                                                       =========    =========

See accompanying notes to financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series A
                        (A Delaware Limited Partnership)

                            Statements of Operations

                                   (unaudited)
<TABLE>

                                          For the Three Months    For the Six Months
                                             Ended June 30,         Ended June 30,
                                             1998      1997         1998      1997
                                             ----      ----         ----      ----
Revenues

   <S>                                      <C>       <C>         <C>        <C>  
   Net gain on sales or
     remarketing of equipment ..........   $19,179   $12,655      $31,608   $38,964
   Finance income ......................       511     5,516        1,668    12,444
   Interest income and other ...........       350       923       17,671     2,048
                                           -------   -------      -------   -------
                                                                
   Total revenues ......................    20,040    19,094       50,947    53,456
                                           -------   -------      -------   -------
                                                                
Expenses                                                        
                                                                
   General and administrative ..........    10,298     9,339       11,085    12,270
   Interest ............................      --       2,625         --       5,250
   Administrative expense reimbursements                        
     - General Partner .................       392     1,080        1,280     2,377
   Management fees - General Partner ...       224       609          731     1,344
                                           -------   -------      -------   -------
                                                                
   Total expenses ......................    10,914    13,653       13,096    21,241
                                           -------   -------      -------   -------
                                                                
Net income .............................   $ 9,126   $ 5,441      $37,851   $32,215
                                           =======   =======      =======   =======
                                                                
Net income allocable to:                                        
   Limited partners ....................   $ 8,670   $ 5,169      $35,958   $30,604
   General Partner .....................       456       272        1,893     1,611
                                           -------   -------      -------   -------
                                                                
                                           $ 9,126   $ 5,441      $37,851   $32,215
                                           =======   =======      =======   =======
                                                                
Weighted average number of limited                              
   partnership units outstanding .......     5,009     5,009        5,009     5,009
                                           =======   =======      =======   =======
                                                                
Net income per weighted average                                 
   limited partnership unit ............   $  1.73   $  1.03      $  7.18   $  6.11
                                           =======   =======      =======   =======
</TABLE>

                                                             

See accompanying notes to financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series A
                        (A Delaware Limited Partnership)

                    Statements of Changes in Partners' Equity

                   For the Six Months Ended June 30, 1998 and
                the Years Ended December 31, 1997, 1996, and 1995

                                   (Unaudited)
<TABLE>

                           Limited Partner Distributions
                               Return of   Investment         Limited      General
                                Capital      Income          Partners      Partner      Total
                                -------      ------          --------      -------      -----
                            (Per weighted average unit)
<S>                             <C>         <C>              <C>           <C>         <C>      
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
                                                        
Cash distributions                                      
   to partners                  $19.06      $25.94           (225,405)     (11,863)    (237,268)
                                                        
Net income                                                    129,909        6,837      136,746
                                                           ----------    ---------   ----------
                                                        
Balance at                                              
   December 31, 1996                                           76,855       17,099       93,954
                                                        
Conversion of General Partner                           
   note payable to a                                    
   capital contribution                                           -        175,000      175,000
                                                        
Cash distributions                                      
   to partners                  $27.85      $17.15           (225,405)     (11,863)    (237,268)
                                                        
Net income                                                     85,900        4,521       90,421
                                                           ----------    ---------   ----------
                                                        
Balance at                                              
   December 31, 1997                                          (62,650)     184,757      122,107
                                                        
Cash distributions                                      
   to partners                  $15.32      $ 7.18           (112,702)      (5,932)    (118,634)
                                                        
Net income                                                     35,958        1,893       37,851
                                                           ----------    ---------   ----------
                                                        
Balance at June 30, 1998                                   $ (139,394)   $ 180,718   $   41,324
                                                           ==========    =========   ==========
</TABLE>


See accompanying notes to financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series A
                        (A Delaware Limited Partnership)

                            Statements of Cash Flows
                        For the Six Months Ended June 30,

                                   (unaudited)
<TABLE>

                                                                        1998         1997
                                                                        ----         ----

Cash flows provided by operating activities:
<S>                                                                  <C>          <C>      
   Net income ....................................................   $  37,851    $  32,215
                                                                     ---------    ---------
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Net gain on sales or remarketing of equipment .............     (31,608)     (38,964)
       Collection of principal - non-financed receivables ........      40,058       83,065
       Changes in operating assets and liabilities:
          Allowance for doubtful accounts ........................     (11,713)        --
          Increase (decrease) account receivable - General Partner
            and affiliates .......................................      (3,342)        --
          Accounts payable to General Partner and affiliates .....        --          8,123
          Accounts payable - other ...............................      (3,186)       3,763
          Security deposits and deferred credits .................      17,594       37,058
          Other, net .............................................      18,978        1,991
                                                                     ---------    ---------

           Total adjustments .....................................      18,361       95,036
                                                                     ---------    ---------

            Net cash provided by operating activities ............      56,212      127,251
                                                                     ---------    ---------

Cash flows from investing activities:
   Proceeds from sales of equipment ..............................      35,012       41,541
                                                                     ---------    ---------

            Net cash provided by investing activities ............      35,012       41,541
                                                                     ---------    ---------

Cash flows from financing activities:
   Cash distributions to partners ................................    (118,634)    (118,634)
                                                                     ---------    ---------

            Net cash used in financing activities ................    (118,634)    (118,634)
                                                                     ---------    ---------

Net increase (decrease) in cash ..................................     (27,410)      50,158

Cash, beginning of period ........................................      89,212      123,808
                                                                     ---------    ---------

Cash, end of period ..............................................   $  61,802    $ 173,966
                                                                     =========    =========
</TABLE>

See accompanying notes to financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series A
                        (A Delaware Limited Partnership)

                          Notes to Financial Statements

                                  June 30, 1998

1.    Basis of Presentation

      The financial  statements of ICON Cash Flow Partners,  L.P., Series A (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 generally accepted accounting  principles
have been  condensed  or  omitted  pursuant  to such SEC rules and  regulations.
Management  believes  that  the  disclosures  made  are  adequate  to  make  the
information  represented not misleading.  The results for the interim period are
not  necessarily  indicative of the results for the full year.  These  financial
statements should be read in conjunction with the financial statements and notes
included in the Partnership's 1997 Annual Report on Form 10-K.

2.    General Partner Loan

      In February  1995 and March 1995,  the General  Partner  lent  $75,000 and
$100,000,  respectively,  to the  Partnership.  Principal on the loans was to be
repaid only after the extended  Reinvestment  Period  expired,  and, the limited
partners  received  at least a 6%  return on their  capital.  These  notes  bore
interest at the lower of 6% or prime.  In  September  1997 the  General  Partner
converted  the  principal  outstanding  on the  loan,  $175,000,  into a capital
contribution.  This  contribution  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.

3.    Related Party Transactions

      For the six months  ended June 30, 1998 and 1997 the  Partnership  paid or
accrued  to  the  General  Partner  management  fees  of  $731  and  $1,344  and
administrative expense reimbursements of $1,280 and $2,377, respectively.
These fees and reimbursements were charged to operations.

      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%.  These  foregone  management  fees are not
accruable in future years.

     Therewere no acquisition  fees paid or accrued by the  Partnership  for the
six months ended June 30, 1998 and 1997.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series A
                        (A Delaware Limited Partnership)

                                  June 30, 1998

Item 2. 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  95%, 5% and less than 1% of
total investments at June 30, 1998, respectively,  and 86%, 14% and less than 1%
of total investments at June 30, 1997, respectively.

Results of Operations

Three Months Ended June 30, 1998 and 1997

     Revenues  for  the  three   months  ended  June  30,  1998  were   $20,040,
representing  an increase of $946 or 5% from 1997.  The increase in revenues was
attributable  to an increase in net gain on sales or remarketing of equipment of
$6,524 or 52%.  This  increase was  principally  offset by a decrease in finance
income of $5,005 or 91% and a decrease in  interest  income and other of $573 or
62%. Net gain on sales or remarketing of equipment  increased due to an increase
in the renewal rentals  received on an operating  lease. The decrease in finance
income  resulted from a decrease in the average size of the portfolio  from 1997
to 1998.  The decrease in interest  income and other resulted from a decrease in
the collection of late charges.

     Expenses  for  the  three   months  ended  June  30,  1998  were   $10,914,
representing a decrease of $2,739 or 20% from 1997. The decrease in expenses was
attributable to a decrease in interest  expense of $2,625 or 100%, a decrease in
administrative  expense  reimbursements  of  $688  or  64%  and  a  decrease  in
management  fees of $385 or 63%. These  decreases  were  partially  offset by an
increase in general and  administrative  expense of $959 or 10%. The decrease in
interest  expense  resulted  from the September  1997  conversion of the General
Partner loan to a capital contribution.  Administrative  expense  reimbursements
and  management  fees  decreased  due to a decrease in the  average  size of the
portfolio from 1997 to 1998. General and  administrative  expenses increased due
to an  increase  in legal  costs  associated  with  collection  activities  on a
previously written-off account.

   Net income for the three  months  ended June 30, 1998 and 1997 was $9,126 and
$5,441,  respectively.  The net income per weighted average limited  partnership
unit was $1.73 and $1.03 for 1998 and 1997, respectively.

Six Months Ended June 30, 1998 and 1997

     Revenues for the six months ended June 30, 1998 were $50,947,  representing
a decrease of $2,509 or 5% from 1997. The decrease in revenues was  attributable
to a decrease in finance  income of $10,776 or 87% and a decrease in net gain on
sales or  remarketing  of  equipment  of $7,356  or 19%.  These  decreases  were
partially offset by an increase in interest income and other of $15,623 or 763%.
The decrease in finance  income  resulted from a decrease in the average size of
the portfolio  from 1997 to 1998.  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  estimated  unguaranteed  residual  values.  The  increase in interest
income and other resulted from the reversal of excessive  allowance for doubtful
accounts.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series A
                        (A Delaware Limited Partnership)

                                  June 30, 1998

     Expenses for the six months ended June 30, 1998 were $13,096,  representing
a decrease of $8,145 or 38% from 1997. The decrease in expenses was attributable
to a decrease in general and administrative expense of $1,185 or 10%, a decrease
in  interest  expense of $5,250 or 100%,  a decrease in  administrative  expense
reimbursements  of $1,097 or 46%, and a decrease in  management  fees of $613 or
46% from  1997.  General  and  administrative  expense,  administrative  expense
reimbursements  and management fees decreased due to the decrease in the average
size of the  portfolio  from 1997 to 1998.  The  decrease  in  interest  expense
resulted from the  September  1997  conversion of the General  Partner loan to a
capital contribution.

     Net income for the six months  ended June 30, 1998 and 1997 was $37,851 and
$32,215,  respectively.  The net income per weighted average limited partnership
unit was $7.18 and $6.11 for 1998 and 1997, respectively.  Liquidity and Capital
Resources

     The  Partnership's  primary  sources of funds for the six months ended June
30, 1998 and 1997 were net cash  provided by operations of $56,212 and $127,251,
respectively,  and  proceeds  from sales of  equipment  of $35,012 and  $41,541,
respectively.  These funds were used to fund cash distributions. The Partnership
intends to fund future cash distributions  utilizing cash provided by operations
and proceeds from sales of equipment.

   Cash distributions to limited partners for the six months ended June 30, 1998
and 1997,  which were paid  quarterly,  totaled  $112,702,  of which $35,958 and
$30,604 was  investment  income and $76,744 and $82,098 was a return of capital,
respectively.  The  quarterly  annualized  cash  distribution  rate  to  limited
partners was 9.00%, of which 2.88% and 2.44% was investment income and 6.12% and
6.56% 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 six months ended June 30, 1998 and
1997 was $22.50,  of which $7.18 and $6.11 was investment  income and $15.32 and
$16.39 was a return of capital, respectively.

     As of June 30, 1998,  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 and sales of
equipment,  the Partnership  will invest in equipment  leases and financings and
make  cash  distributions,  where  it  deems it to be  prudent  while  retaining
sufficient cash to meet its reserve  requirements  and recurring  obligations as
they become due.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series A
                        (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 during the quarter ended June 30, 1998.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series A
                        (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 A
                                  File No. 2-99858 (Registrant)
                                  By its General Partner,
                                  ICON Capital Corp.


August 14, 1998                   /s/ Gary N. Silverhardt
- ---------------                   ----------------------------------------------
     Date                         Gary N. Silverhardt
                                  Chief Financial Officer
                                  (Principal financial and account officer of
                                    the General Partner of the Registrant)



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000775346
<NAME>                        ICON Cash Flow Partners, L.P., Series A
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-END>                                   JUN-30-1998
<CASH>                                            61,802
<SECURITIES>                                           0
<RECEIVABLES>                                     35,881
<ALLOWANCES>                                      11,030
<INVENTORY>                                            0
<CURRENT-ASSETS> *                                     0
<PP&E>                                            39,887
<DEPRECIATION>                                    39,787
<TOTAL-ASSETS>                                    71,617
<CURRENT-LIABILITIES> **                               0
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                               0
<OTHER-SE>                                        41,324
<TOTAL-LIABILITY-AND-EQUITY>                      71,617
<SALES>                                           33,276
<TOTAL-REVENUES>                                  50,947
<CGS>                                                  0
<TOTAL-COSTS>                                          0
<OTHER-EXPENSES>                                  13,096
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                     0
<INCOME-PRETAX>                                        0
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                                    0
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                      37,851
<EPS-PRIMARY>                                          7.18
<EPS-DILUTED>                                          7.18
<FN>
*    The  Partnership  has  an  unclassified  balance  sheet  in  its  financial
     statements due to the nature of its industry.  A value of "0" was used for
     current assets and liabilities.

**   The  Partnership  has  an  unclassified  balance  sheet  in  its  financial
     statements due to the nature of its industry.  A value of "0" was used for
     current assets and liabilities.
</FN>

        


</TABLE>


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