ICON CASH FLOW PARTNERS LP SERIES B
10-Q, 1997-11-14
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                        September 30, 1997
                     -----------------------------------------------------------

[  ]     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                      0-27822
                       ---------------------------------------------------------

                     ICON Cash Flow Partners, L.P., Series B
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Delaware                                       13-3518939
- --------------------------------------------------------------------------------
(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 B
                        (A Delaware Limited Partnership)

                                 Balance Sheets

                                   (unaudited)
<TABLE>

                                                         September 30,   December 31,
                                                              1997           1996
       Assets

<S>                                                       <C>            <C>        
Cash ..................................................   $   266,585    $   123,486
                                                          -----------    -----------

Investment in finance leases
   Minimum rents receivable ...........................     1,414,089      1,319,810
   Estimated unguaranteed residual values .............       270,647        202,614
   Unearned income ....................................      (259,622)      (174,980)
   Allowance for doubtful accounts ....................       (50,555)       (74,557)
                                                          -----------    -----------
                                                            1,374,559      1,272,887
                                                          -----------    -----------
Investment in financings
   Receivables due in installments ....................       972,910      1,377,159
   Unearned income ....................................      (125,690)      (209,095)
   Allowance for doubtful accounts ....................       (42,826)       (47,798)
                                                          -----------    -----------
                                                              804,394      1,120,266
                                                          -----------    -----------

Equity investment in joint venture ....................       208,845        351,012
                                                          -----------    -----------

Investment in operating leases
   Equipment, at cost .................................       119,662        119,662
   Accumulated depreciation ...........................      (119,562)      (119,562)
                                                          -----------    -----------
                                                                  100            100
                                                          -----------    -----------

Other assets ..........................................        17,717         19,692
                                                          -----------    -----------

Total assets ..........................................   $ 2,672,200    $ 2,887,443
                                                          ===========    ===========

       Liabilities and Partners' Equity

Note payable - recourse ...............................   $ 1,178,987    $      --
Notes payable - non-recourse ..........................          --          265,154
Accounts payable to General Partner and affiliates, net       117,892        178,991
Accounts payable - other ..............................       163,800        131,148
Security deposits and deferred credits ................        43,572         10,354
                                                          -----------    -----------
                                                            1,504,251        585,647
                                                          -----------    -----------
Commitments and Contingencies

Partners' equity (deficiency)
  General Partner .....................................      (160,293)      (148,954)
  Limited partners (199,800 units outstanding,
     $100 per unit original issue price) ..............     1,328,242      2,450,750
                                                          -----------    -----------

Total partners' equity ................................     1,167,949      2,301,796
                                                          -----------    -----------

Total liabilities and partners' equity ................   $ 2,672,200    $ 2,887,443
                                                          ===========    ===========
</TABLE>

See accompanying notes to financial statements.


<PAGE>


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

                            Statements of Operations

                                   (unaudited)

<TABLE>

                                           For the Three Months    For the Nine Months
                                            Ended September 30,     Ended September 30,
                                             1997        1996        1997        1996
Revenues
<S>                                       <C>         <C>         <C>         <C>      
   Net gain on sales or
     remarketing of equipment .........   $  86,828   $  24,737   $ 129,348   $ 153,968
   Finance income .....................      67,812      77,247     213,051     237,067
   Interest income and other ..........      16,448       3,345      36,628      22,572
   Income from equity investment
     in joint venture .................       2,586       4,952      12,241      21,211
                                          ---------   ---------   ---------   ---------

   Total revenues .....................     173,674     110,281     391,268     434,818
                                          ---------   ---------   ---------   ---------

Expenses

   Interest ...........................      28,531       9,896      81,474      38,895
   General and administrative .........      12,559      27,664      49,218      92,191
   Administrative expense reimbursement
     - General Partner ................       8,256      12,924      32,150      38,840
   Amortization of initial direct costs        --          --          --             5
   Management fees - General Partner ..        --          --          --      (228,906)
                                          ---------   ---------   ---------   ---------

   Total expenses .....................      49,346      50,484     162,842     (58,975)
                                          ---------   ---------   ---------   ---------

Net income ............................   $ 124,328   $  59,797   $ 228,426   $ 493,793
                                          =========   =========   =========   =========

Net income allocable to:
   Limited partners ...................   $ 123,085   $  59,199   $ 226,142   $ 488,855
   General Partner ....................       1,243         598       2,284       4,938
                                          ---------   ---------   ---------   ---------

                                          $ 124,328   $  59,797   $ 228,426   $ 493,793
                                          =========   =========   =========   =========
Weighted average number of limited
   partnership units outstanding ......     199,800     199,800     199,800     199,800
                                          =========   =========   =========   =========

Net income per weighted average
   limited partnership unit ...........   $     .62   $     .30   $    1.13   $    2.45
                                          =========   =========   =========   =========

</TABLE>


See accompanying notes to financial statements.


<PAGE>


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

                    Statements of Changes in Partners' Equity

                For the Nine Months Ended September 30, 1997 and
                the Years Ended December 31, 1996, 1995 and 1994

                                   (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, 1993                                        $ 6,301,055      $(110,101)   $ 6,190,954

Cash distributions
  to partners                 $ 7.07      $ 1.93            (1,800,000)       (18,182)    (1,818,182)
                                        
Net income                                                     386,136          3,900        390,036
                                                           -----------      ---------    -----------
                                        
Balance at                              
  December 31, 1994                                          4,887,191       (124,383)     4,762,808
                                        
Cash distributions                      
  to partners                 $ 5.89      $ 3.11            (1,799,763)       (18,180)    (1,817,943)
                                        
Limited partnership                     
  units redeemed                        
  (200 units)                                                   (3,967)         -             (3,967)
                                        
Net income                                                     621,599          6,279        627,878
                                                           -----------      ---------    -----------
                                        
Balance at                              
  December 31, 1995                                          3,705,060       (136,284)     3,568,776
                                        
Cash distributions                      
  to partners                 $ 6.28      $ 2.72            (1,798,200)       (18,164)    (1,816,364)
                                        
Net income                                                     543,890          5,494        549,384
                                                           -----------      ---------    -----------
                                        
Balance at                              
 December 31, 1996                                           2,450,750       (148,954)     2,301,796
                                        
Cash distributions                      
  to partners                 $ 5.62      $ 1.13            (1,348,650)       (13,623)    (1,362,273)
                                        
Net income                                                     226,142          2,284        228,426
                                                           -----------      ---------    -----------

Balance at
 September 30, 1997                                        $ 1,328,242      $(160,293)   $ 1,167,949
                                                           ===========      =========    ===========
</TABLE>



See accompanying notes to financial statements.


<PAGE>


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

                            Statements of Cash Flows

                     For the Nine Months Ended September 30,

                                   (unaudited)
<TABLE>

                                                                       1997           1996
                                                                       ----           ----

Cash flows provided by operating activities:
<S>                                                                <C>            <C>        
   Net income ..................................................   $   228,426    $   493,794
                                                                   -----------    -----------
   Adjustments to reconcile net income to net cash
     provided by operating activities:
      Finance income portion of receivables paid
         directly to lenders by lessees ........................        (7,297)       (45,325)
      Amortization of initial direct costs .....................          --                5
      Net gain on sales or remarketing of equipment ............      (129,348)      (153,968)
      Interest expense on non-recourse financing paid
         directly by lessees ...................................         3,798         38,895
      Collection of principal - non-financed receivables .......       595,748        447,925
      Income from equity investment in joint venture ...........       (12,241)       (21,211)
      Distribution from investment in joint venture ............       154,408        369,089
      Changes in operating assets and liabilities:
         Allowance for doubtful accounts .......................       (28,974)         8,354
         Accounts payable to General Partner and affiliates, net       (61,099)      (243,251)
         Accounts payable - other ..............................        32,652        (58,250)
         Security deposits and deferred credits ................        33,218        (89,653)
         Other assets ..........................................        (1,925)       (18,796)
         Other, net ............................................        52,626         91,310
                                                                   -----------    -----------

          Total adjustments ....................................       631,566        325,124
                                                                   -----------    -----------

      Net cash provided by operating activities ................       859,992        818,918
                                                                   -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment ............................       288,985        455,743
   Equipment and receivables purchased .........................      (822,592)      (523,964)
                                                                   -----------    -----------

      Net cash used in investing activities ....................      (533,607)       (68,221)
                                                                   -----------    -----------

Cash flows from financing activities:
   Proceeds from note payable - recourse .......................     1,500,000           --
   Principal payments on note payable - recourse ...............      (321,013)          --
   Cash distributions to partners ..............................    (1,362,273)    (1,362,273)
                                                                   -----------    -----------

      Net cash used in financing activities ....................      (183,286)    (1,362,273)
                                                                   -----------    -----------

Net increase (decrease) in cash ................................       143,099       (611,576)

Cash, beginning of period ......................................       123,486        860,530
                                                                   -----------    -----------

Cash, end of period ............................................   $   266,585    $   248,954
                                                                   ===========    ===========
</TABLE>

See accompanying notes to financial statements.


<PAGE>


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

                      Statements of Cash Flows (continued)

                                   (unaudited)

Supplemental Disclosures of Cash Flow Information

      During  the nine  months  ended  September  30,  1997 and  1996,  non-cash
activities included the following:

                                                        1997         1996
                                                        ----         ----
Principal and interest on direct finance
   receivables paid directly to lenders by lessees   $ 268,952    $ 403,428
Principal and interest on non-recourse financing
 paid directly by lessees ........................    (268,952)    (403,428)

Decrease in notes payable non-recourse
   due to terminations ...........................        --        (44,572)
Increase (decrease) in security deposits
   and deferred credits ..........................        --         44,572
                                                     ---------    ---------

                                                     $            $
                                                     =========    =========

        Interest  expense of  $81,474  and  $38,895  for the nine  months  ended
September  30,  1997 and 1996  consisted  of  interest  expense on  non-recourse
financing  accrued or paid  directly to lenders by lessees of $3,798 and $38,895
respectively,  and interest  expense on note payable recourse of $77,676 and $0,
respectively.


<PAGE>


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

                          Notes to Financial Statements

                               September 30, 1997

                                   (unaudited)

1.    Basis of Presentation

      The financial  statements of ICON Cash Flow Partners,  L.P., Series B (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 1996 Annual Report on Form 10-K.

2.    Investment 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.

      On February 3, 1995, the Partnership  and two  affiliates,  ICON Cash Flow
Partners,  L.P.,  Series C ("Series  C"), and ICON Cash Flow  Partners  L.P. Six
("L.P.  Six") formed ICON Asset  Acquisition  L.L.C. I ("ICON Asset  Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring,  managing and  securitizing a portfolio
of leases. The Partnership,  Series C and L.P. Six contributed $1,000,000 (8.93%
interest),  $1,500,000  (13.39%  interest)  and  $8,700,000  (77.68%  interest),
respectively,  to ICON Asset  Acquisition  LLC. On February 17, 1995, ICON Asset
Acquisition LLC purchased an existing portfolio of leases. The purchase price of
the portfolio  totaled  $27,854,266,  and the underlying  equipment  consists of
graphic  arts  and  printing  equipment.   On  September  5,  1995,  ICON  Asset
Acquisition  LLC securitized  substantially  all of its portfolio and became the
beneficial  owner of a trust and the  Prudential  Insurance  Company  of America
("Prudential")  the  lender to the  trust.  On  January  28,  1997,  ICON  Asset
Acquisition LLC re-financed its outstanding  $7,780,000 obligation to Prudential
with proceeds it received from a loan from ICON Cash Flow Partners, L.P., Series
E ("Series E"), an affiliate of the Partnership.

      On  September  19,  1997,  ICON  Asset  Acquisition  LLC sold  its  entire
investment in leases to L.P. Six for $6,819,996. The proceeds from the sale were
used to pay off its  obligation  ($4,730,328 at September 19, 1997) to Series E.
The remaining proceeds will be distributed to the Partnership, Series C and L.P.
Six upon final liquidation of the remaining net assets of ICON Asset Acquisition
LLC.



<PAGE>


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

                    Notes to Financial Statements - Continued

Information as to the financial position and results of operations of ICON Asset
Acquisition  LLC as of and for the  nine  months  ended  September  30,  1997 is
summarized below:

                                                  September 30, 1997

       Assets                                       $    2,906,511
                                                    ==============

       Liabilities                                  $      567,824
                                                    ==============

       Equity                                       $    2,338,687
                                                    ==============

                                                  Nine Months Ended
                                                 September 30, 1997

       Net income                                   $      137,067
                                                    ==============

3.    Amendment to Partnership Agreement

      The Partnership's  Reinvestment  Period expired on November 15, 1995, five
years after the Final Closing Date. The General Partner distributed a Definitive
Consent  Statement to the Limited Partners to solicit approval of two amendments
to the Partnership Agreement.  These amendments were agreed to and are effective
from and after November 15, 1995. The  amendments:  (1) extend the  Reinvestment
Period for a maximum of four  additional  years and likewise delay the start and
end of the Liquidation Period, and (2) eliminate the Partnership's obligation to
pay the General Partner $220,000 of the $347,000  accrued and unpaid  management
fees as of  November  15,  1995,  and  additional  management  fees which  would
otherwise  accrue  during the  present  Liquidation  Period.  The portion of the
accrued and unpaid  management fees that would be payable to the General Partner
($127,000)  will be deferred  until the limited  partners  have  received  their
cumulative unpaid distribution, or the difference between 14% and 9%.

4.    Related Party Transactions

      For the nine months ended  September  30, 1997,  no  management  fees were
accrued or paid to the General Partner.  For the nine months ended September 30,
1996,  due to the  approval  of the  amendments  as  discussed  in Note  3,  the
Partnership  reversed  accrued  and  unpaid  management  fees in the  amount  of
$228,906. For the nine months ended September 30, 1997 and 1996, the Partnership
accrued or paid to the General Partner  administrative expense reimbursements of
$32,150 and $38,840, respectively, which were charged to operations. The payment
of remaining  management  fees have been deferred and, as of September 30, 1997,
$127,000 in management fees have been accrued but not paid.

      The Partnership, and two affiliates, Series C and L.P. Six, formed a joint
venture,  ICON  Asset  Acquisition  LLC (See Note 2 for  additional  information
relating to the joint venture).

      There were no acquisition  fees paid or accrued by the Partnership for the
nine months ended September 30, 1997 and 1996, respectively.

5.    Notes Payable Recourse

      On February 13, 1997,  the  Partnership  borrowed  $1,500,000  from a bank
pursuant to a four year term loan  agreement.  The  agreement  grants a security
interest in certain Partnership lease rental payments and collateral relating to
a specified group of leases and financing transactions.  The note bears interest
at 9%, and is payable in monthly installments. The principal balance outstanding
at September 30, 1997 totaled $1,178,978.


<PAGE>


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

                               September 30, 1997

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 finance
leases,  financings,  equity investment in joint venture and operating leases of
58%,  34%,  8% and less than 1% of total  investments  at  September  30,  1997,
respectively,  and 49%,  39%,  12% and  less  than 1% of  total  investments  at
September 30, 1996, respectively.

Results of Operations

Three Months Ended September 30, 1997 and 1996

   Revenues  for the three  months  ended  September  30,  1997  were  $173,674,
representing  an increase of $63,393 or 57% from 1996.  The increase in revenues
was attributable to an increase in net gain on sales or remarketing of equipment
of $62,091 or 251% and an increase  in  interest  income of $13,103 or 392% from
1996.  Results were also  affected by a decrease in finance  income of $9,435 or
12% and a decrease  from  income  from joint  venture and other of $2,366 or 48%
from 1996. The net gain on sales or remarketing of equipment increased due to an
increase in the number of leases  maturing,  and the underlying  equipment being
sold or  remarketed,  for  which  the  proceeds  received  were in excess of the
remaining  carrying  value of the  equipment.  The  increase in income and other
resulted  from an increase in the  average  cash  balance and an increase in the
collection of late charges from 1996 to 1997.  Finance income decreased due to a
decrease in the average size of the portfolio from 1996 to 1997. The decrease in
income from equity  investment in joint venture  resulted from a decrease in the
average size of the portfolio under investment and the sale of the Partnership's
investment in the joint venture.

      Expenses  for the three  months  ended  September  30, 1997 were  $49,346,
representing  a decrease of $1,138 or 2% from 1996. The decrease in expenses was
primarily  attributable to a decrease in general and  administrative  expense of
$15,105 or 55% and a decrease in administrative expense reimbursements of $4,668
or 36%.  These  decreases  were offset by an  increase  in  interest  expense of
$18,635 or 188%. The increase in interest  expense  resulted from an increase in
the average  debt  outstanding  from 1996 to 1997.  General  and  administrative
expense  decreased  due to a  decrease  in the legal fees and  service  charges.
Administrative expense reimbursements decreased due to a decrease in the average
size of the portfolio from 1996 to 1997.

      Net income for the three  months  ended  September  30,  1997 and 1996 was
$124,328 and $59,797,  respectively. The net income per weighted average limited
partnership unit was $.62 and $.30 for 1997 and 1996, respectively.

Nine Months Ended September 30, 1997 and 1996

      For the nine months ended  September  30, 1997 and 1996,  the  Partnership
leased or financed  equipment  with an initial  cost of $822,592  and  $523,964,
respectively,  to 10  and 17  lessees  or  equipment  users,  respectively.  The
weighted average initial  transaction term relating to these transactions was 37
and 55 months, respectively.


<PAGE>


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

      Revenues  for the nine months  ended  September  30,  1997 were  $391,268,
representing  a decrease of $43,550 or 100% from 1996.  The decrease in revenues
was  attributable to a decrease in net gain on sales or remarketing of equipment
of $24,620 or 16%, a decrease in finance income of $24,016 or 10% and a decrease
in income from equity  investment  in joint  venture of $8,970 or 40% from 1996.
The results were also  affected by an increase in interest  income of $14,056 or
62%. Net gain on sales or remarketing  of equipment  decreased due to a decrease
in the total number of leases  maturing and the underlying  equipment being sold
or  remarketed  for which the proceeds  received were in excess of the remaining
carrying value of the equipment.  The decrease in finance income resulted from a
decrease in the average size of the portfolio from 1996 to 1997. The decrease in
income from equity  investment in joint venture  resulted from a decrease in the
average size of the portfolio under investment and the sale of the Partnership's
investment  in the joint  venture.  The  increase in  interest  income and other
resulted from an increase in the collection of late charges.

      Expenses  for the nine months  ended  September  30,  1997 were  $162,842,
representing  an  increase  of  $221,817  from 1996.  The  increase  in expenses
resulted primarily from the reversal of management fees of $228,906 for the nine
months ended  September 30, 1996. The increase in expenses also resulted from an
increase in interest  expense of $42,579 or 109%. These increases were partially
offset by a decrease  in general and  administrative  expense of $42,973 or 47%,
and a  decrease  in  administrative  expense  reimbursements  of  $6,690 or 17%.
Interest  expense  increased due to an increase in the average debt  outstanding
from 1996 to 1997.  Administrative  expense  reimbursements  decreased  due to a
decrease in the average  size of the  portfolio  from 1996 to 1997.  General and
administrative  expenses  decreased due to a decrease in legal fees, postage and
service related expenses.

      Net income  for the nine  months  ended  September  30,  1997 and 1996 was
$228,426 and $493,793, respectively. The net income per weighted average limited
partnership unit was $1.13 and $2.45 for 1997 and 1996, respectively.

Liquidity and Capital Resources

      The  Partnership's  primary  sources  of funds for the nine  months  ended
September 30, 1997 and 1996 were net cash provided by operations of $859,992 and
$818,918,  respectively,  proceeds  from  sales of  equipment  of  $288,985  and
$455,743,  respectively,  and proceeds  from  borrowings  of $1,500,000 in 1997.
These funds were used to make payments on  borrowings,  fund cash  distributions
and  purchase  equipment.  The  Partnership  intends  to  continue  to  purchase
additional  equipment,  fund cash  distributions  and service  outstanding  debt
utilizing cash  accumulated from prior periods,  cash from operations,  proceeds
from sales of equipment.

      Cash distributions to limited partners for the nine months ended September
30,  1997 and  1996,  which  were paid  monthly,  totaled  $1,348,650,  of which
$226,142 and $488,855 was  investment  income and  $1,122,508 and $859,795 was a
return of capital,  respectively.  The monthly annualized cash distribution rate
to limited  partners  was 9.00% for 1997 and 1996,  of which 1.67% and 3.24% was
investment  income  and 7.33% and 5.76% 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 nine
months ended September 30, 1997 and 1996 was $6.75, of which $1.13 and $2.45 was
investment income and $5.62 and $4.30 was a return of capital, respectively.

      On February 13, 1997,  the  Partnership  borrowed  $1,500,000  from a bank
pursuant to a four year term loan  agreement.  The  agreement  grants a security
interest in certain Partnership lease rental payments and collateral relating to
a specified group of leases and financing transactions.  The note bears interest
at 9%, and is payable in monthly installments. The principal balance outstanding
at September 30, 1997 totaled $1,178,978.


<PAGE>


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

      The Partnership's  Reinvestment  Period expired on November 15, 1995, five
years after the Final Closing Date. The General Partner distributed a Definitive
Consent  Statement to the Limited Partners to solicit approval of two amendments
to  the  Partnership  Agreement.  These  amendments  were  approved  and  became
effective November 15, 1995. The amendments:  (1) extend the Reinvestment Period
for a maximum of four  additional  years and likewise delay the start and end of
the Liquidation  Period,  and (2) eliminate the Partnership's  obligation to pay
the General Partner $220,000 of the $347,000 accrued and unpaid  management fees
as of November 15, 1995, and $171,000 of additional  management fees which would
otherwise  accrue  during the  present  Liquidation  Period.  The portion of the
accrued and unpaid management fees that would be payable to the General Partner,
($127,000)  will be deferred  until the limited  partners  have  received  their
cumulative unpaid distribution, or the difference between 14% and 9%.

      As of  September  30,  1997,  except as noted  above,  there were no known
trends or demands, commitments, events or uncertainties which are likely to have
any material effect on liquidity. As cash is realized from operations,  sales of
equipment and borrowings,  the Partnership  will invest in equipment  leases and
financings  where it deems it to be prudent while  retaining  sufficient cash to
meet its reserve requirements and recurring obligations as they become due.


<PAGE>


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


PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K

No reports or Form 8-K were filed by the  Partnership  during the quarter  ended
September 30, 1997.



<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (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 B
                                   File No. 33-28145 (Registrant)
                                   By its General Partner,
                                   ICON Capital Corp.





November 14, 1997                  /s/ Gary N. Silverhardt
- -----------------                  ---------------------------------------------
     Date                          Gary N. Silverhardt
                                   Executive Vice President and 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
<NAME>                        ICON Cash Flow Partners, L.P., Series B
<CIK>                         0000849278

       
<S>                            <C>
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-END>                                   SEP-30-1997
<CASH>                                           266,585
<SECURITIES>                                           0
<RECEIVABLES>                                  2,272,334
<ALLOWANCES>                                      93,381
<INVENTORY>                                       17,717
<CURRENT-ASSETS> *                                     0
<PP&E>                                           119,662
<DEPRECIATION>                                   119,562
<TOTAL-ASSETS>                                 2,672,200
<CURRENT-LIABILITIES> **                               0 
<BONDS>                                        1,178,987
                                  0
                                            0
<COMMON>                                               0
<OTHER-SE>                                     1,167,949
<TOTAL-LIABILITY-AND-EQUITY>                   2,672,200
<SALES>                                          391,268
<TOTAL-REVENUES>                                 391,268
<CGS>                                                  0
<TOTAL-COSTS>                                          0
<OTHER-EXPENSES>                                  81,368
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                81,474
<INCOME-PRETAX>                                        0
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                                    0
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                     228,426
<EPS-PRIMARY>                                       1.13
<EPS-DILUTED>                                       1.13
<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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