ICON CASH FLOW PARTNERS L P SERIES A
10-Q, 1999-05-13
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                             March 31, 1999
                     ------------------------------------------

[ ] 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
incorporation or organization)                            Identification Number)


              600 Mamaroneck Avenue, Harrison, New York 10528-1632
- --------------------------------------------------------------------------------
(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)
<TABLE>

                                                                March 31,  December 31,
                                                                  1999         1998
                                                                ---------  ------------
        Assets

<S>                                                            <C>          <C>      
Cash .......................................................   $   2,557    $  16,999
                                                               ---------    ---------


Investment in financings
   Receivables due in installments .........................       7,147        8,934
   Unearned income .........................................        (365)        (569)
   Allowance for doubtful accounts .........................      (1,000)      (1,864)
                                                               ---------    ---------
                                                                   5,782        6,501
                                                               ---------    ---------

Accounts receivable from General Partner and affiliates, net       1,831         --
                                                               ---------    ---------

Total assets ...............................................   $  10,170    $  23,500
                                                               =========    =========

       Liabilities and Partners' Equity

Accounts payable - other ...................................   $  10,038    $   9,818
Security deposits and deferred credits .....................        --            725
                                                               ---------    ---------
                                                                  10,038       10,543
                                                               ---------    ---------
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner .........................................     178,658      179,299
   Limited partners (5,009 units outstanding,
     $500 per unit original issue price) ...................    (178,526)    (166,342)
                                                               ---------    ---------

Total partners' equity .....................................         132       12,957
                                                               ---------    ---------

Total liabilities and partners' equity .....................   $  10,170    $  23,500
                                                               =========    =========

</TABLE>




See accompanying notes to financial statements.


<PAGE>


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

                            Statements of Operations

                      For the Three Months Ended March 31,

                                   (unaudited)

                                                      1999        1998
                                                      ----        ----
Revenues

   Finance income ..............................   $    204    $  1,157
   Interest income and other ...................         22       1,108
   Net gain on sales or remarketing of equipment       --        12,429
                                                   --------    --------

   Total revenues ..............................        226      14,694
                                                   --------    --------

Expenses

   General and administrative ..................        658         787
   Administrative expense reimbursements
     - General Partner .........................         48         888
   Management fees - General Partner ...........         27         507
   Reversal of allowance for doubtful accounts .       (864)    (16,213)
                                                   --------    --------

   Total expenses ..............................       (131)    (14,031)
                                                   --------    --------

Net income .....................................   $    357    $ 28,725
                                                   ========    ========

Net income allocable to:
   Limited partners ............................   $    339    $ 27,289
   General Partner .............................         18       1,436
                                                   --------    --------

                                                   $    357    $ 28,725
                                                   ========    ========

Weighted average number of limited
   partnership units outstanding ...............      5,009       5,009
                                                   ========    ========

Net income per weighted average
   limited partnership unit ....................   $    .07    $   5.45
                                                   ========    ========



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 Three Months Ended March 31, 1999 and
                the Years Ended December 31, 1998, 1997, and 1996
<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, 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                     $  20.70      $  15.55             (181,576)     (9,557)     (191,133)

Net income                                                              77,884       4,099        81,983
                                                                     ---------    --------     ---------

Balance at
   December 31, 1998                                                  (166,342)    179,299        12,957

Cash distributions
   to partners                     $   2.43      $    .07              (12,523)       (659)      (13,182)

Net income                                                                 339          18           357
                                                                     ---------    --------     ---------

Balance at March 31, 1999                                            $(178,526)   $178,658     $     132
                                                                     =========    ========     =========
</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 Three Months Ended March 31,

                                   (unaudited)
<TABLE>

                                                                      1999       1998
                                                                      ----       ----
Cash flows from operating activities:
<S>                                                                <C>         <C>     
  Net income ...................................................   $    357    $ 28,725
                                                                   --------    --------
  Adjustments to reconcile net income to net cash
  provided by operating activities:
   Reversal of provision for bad debt ..........................       (864)    (16,213)
   Net gain on sales or remarketing of equipment ...............       --       (12,429)
   Changes in operating assets and liabilities:
    Collection of principal - non-financed receivables .........      1,583      33,246
    Accounts receivable from General Partner and affiliates, net     (1,831)       --
    Accounts payable to General Partner and affiliates, net ....       --       (43,106)
    Accounts payable - other ...................................        220      (2,168)
    Security deposits and deferred credits .....................       (725)     30,134
    Other, net .................................................       --           (75)
                                                                   --------    --------
       Total adjustments .......................................     (1,617)    (10,611)
                                                                   --------    --------

      Net cash provided by (used in) operating activities ......     (1,260)     18,114
                                                                   --------    --------

Cash flows from investing activities:
  Proceeds from sales of equipment .............................       --        18,582
                                                                   --------    --------

      Net cash provided by investing activities ................       --        18,582
                                                                   --------    --------

Cash flows from financing activities:
  Cash distributions to partners ...............................    (13,182)    (59,317)
                                                                   --------    --------

      Net cash used in financing activities ....................    (13,182)    (59,317)
                                                                   --------    --------

Net decrease in cash ...........................................    (14,442)    (22,621)

Cash at beginning of period ....................................     16,999      89,212
                                                                   --------    --------

Cash at end of period ..........................................   $  2,557    $ 66,591
                                                                   ========    ========

</TABLE>




See accompanying notes to financial statements.


<PAGE>


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

                      Statements of Cash Flows (continued)

Supplemental Disclosures of Cash Flow Information

      There was no interest expense incurred in the three months ended March 31,
1999 and 1998.


<PAGE>


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

                          Notes to Financial Statements

                                 March 31, 1999

                                   (unaudited)

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 1998 Annual Report on Form 10-K.

2.    Liquidation and Winding-Down of Partnership Affairs

      As of the date of this  report the  General  Partner is  winding-down  the
affairs of the  Partnership and hopes to do so prior to the end of 1999 to avoid
additional   year  end  expenses.   The  General   Partner   believes  that  the
Partnership's  remaining cash flow  approximates  its remaining  expenses and no
further cash distributions are likely.

3.    Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates for the three months ended March 31, 1999 and 1998 are
as follows:

                                           1999     1998
                                           ----     ----
 
 Administrative expense reimbursements   $   48   $  888  Charged to operations
 
 Management fees .....................       27      507  Charged to operations
                                         ------   ------
 
 Total ...............................   $   75   $1,395
                                         ======   ======

      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.


<PAGE>


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

Item 2. General  Partner's  Discussion  and Analysis of Financial  Condition and
        Results of Operations

      The Partnership's  portfolio consisted of one financing  representing 100%
of total  investments  and no finance or  operating  leases at March 31, 1999 as
compared to 83%,  7% and less than 1% of total  investments  at March 31,  1998,
respectively.

Results of Operations for the Three Months Ended March 31, 1999 and 1998

      Revenues  for  the  three  months  ended  March  31,  1999  were  $226,
representing  a decrease of $14,468 or 98% from 1998 . The  decrease in revenues
is  attributable  to a decrease in finance  income of $953 or 82%, a decrease in
interest  income and other of $1,086 or 98% and a decrease  in net gain on sales
or remarketing of equipment of $12,429.  The decrease in finance income resulted
from a decrease  in the average  size of the  portfolio  from 1998 to 1999.  The
decrease  in  interest  income and other was the  result of a  decrease  in late
charges collected.
There was no gain on sales or remarketing of equipment in 1999.

      Expenses for the three months ended March  31,1999 were a net credit of
$131 as compared to a net credit of $14,031 for the three months ended March 31,
1998. Expenses increased due primarily to the $16,213 reduction in the allowance
for doubtful  accounts in 1998. There was an $864 reduction in the allowance for
doubtful  accounts in 1999. This increase was partially  offset by a decrease in
administrative  expense  reimbursements of $840 or 95%, a decrease in management
fees of $480 or 95% and a decrease in general and administrative expense of $129
or 16%. Administrative expense  reimbursements,  management fees and general and
administrative expenses decreased due to the decrease in the average size of the
portfolio from 1998 to 1999.

      Net income for the three months  ended March  31,1999 and 1998 was $357
and  $28,725,   respectively.  The  net  income  per  weighted  average  limited
partnership unit was $.07 and $5.45 for 1999 and 1998, respectively.

Liquidity and Capital Resources

      As of the date of this  report the  General  Partner is  winding-down  the
affairs of the  Partnership and hopes to do so prior to the end of 1999 to avoid
additional   year-end   expenses.   The  General   Partner   believes  that  the
Partnership's  remaining cash flow  approximates  its remaining  expenses and no
further cash distributions are likely.

      The  Partnership's  primary  sources of funds for the three  months  ended
March 31, 1999 and 1998 were collection of principal on non-financed receivables
of $1,583 and $33,246,  respectively,  and  proceeds  from sales of equipment of
$18,582 in 1998. These funds were used to fund cash distributions.


<PAGE>


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

      Cash  distributions  to limited  partners for the three months ended March
31, 1999 and 1998,  which were paid  quarterly,  totaled  $12,523  and  $56,351,
respectively,  of which $339 and $27,289 was  investment  income and $12,184 and
$29,062  was  a  return  of  capital,  respectively.  The  quarterly  annualized
distribution  rate was 2.0% for 1999 and 9.00% for 1998, of which .05% and 2.08%
was  investment  income,  respectively,  and  1.95%  and  6.92%  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 three  months  ended  March 31, 1999 and 1998 was $2.50 and
$11.25,  respectively,  of which $.07 and $5.45 was investment  income and $2.43
and $5.80 was a return of capital, respectively.

Year 2000 Issue

    The Year 2000 issue arose because many existing  computer programs have been
written  using two digits rather than four to define the  applicable  year. As a
result,  programs could  interpret  dates ending in "00" as the year 1900 rather
than the year  2000.  In  certain  cases,  such  errors  could  result in system
failures  or  miscalculations   that  disrupt  the  operation  of  the  affected
businesses.

    The Partnership  uses computer  information  systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General  Partner's primary computer  information  systems are provided by
third party vendors.  The General Partner has formally  communicated  with these
vendors and has received  assurance that their programs are Year 2000 compliant.
In addition,  the General Partner has gathered  information  about the Year 2000
readiness of  significant  vendors and  third-party  servicers  and continues to
monitor  developments  in this area.  All of the  General  Partner's  peripheral
computer  technologies,  such as its  network  operating  system and third party
software  applications,  including  payroll  and  electronic  banking  have been
evaluated and have been found to be Year 2000 compliant.  The ultimate impact of
the Year 2000  issue on the  Partnership  will  depend to a great  extent on the
manner in which the issue is addressed by the Partnership's customer.

    The General  Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal  computers.  The
General  Partner's  costs  incurred to date and  expected  future  costs are not
material.




<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 March 31, 1999.



<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.
                                  
                                  
                                  
May 13, 1999                       /s/ Kevin F. Redmond
- ------------                       ---------------------------------------------
    Date                           Kevin F. Redmond
                                   Chief Financial Officer
                                   (Principal financial and account officer of
                                   the General Partner of the Registrant)
 


<PAGE>



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>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   MAR-31-1999
<CASH>                                             2,557
<SECURITIES>                                           0
<RECEIVABLES>                                      7,147
<ALLOWANCES>                                       1,000
<INVENTORY>                                            0
<CURRENT-ASSETS> *                                     0
<PP&E>                                                 0
<DEPRECIATION>                                         0
<TOTAL-ASSETS>                                    10,170
<CURRENT-LIABILITIES> **                               0
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                               0
<OTHER-SE>                                           132
<TOTAL-LIABILITY-AND-EQUITY>                      10,170
<SALES>                                              204
<TOTAL-REVENUES>                                     226
<CGS>                                                  0
<TOTAL-COSTS>                                          0
<OTHER-EXPENSES>                                     733
<LOSS-PROVISION>                                    (864)
<INTEREST-EXPENSE>                                     0
<INCOME-PRETAX>                                        0
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                                    0
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                         357
<EPS-PRIMARY>                                        .07
<EPS-DILUTED>                                        .07
<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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