ICON CASH FLOW PARTNERS L P SERIES C
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                       0-27904
                       ---------------------------------------------------------

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


          Delaware                                        13-3575099
- --------------------------------------------------------------------------------
(State or other jurisdiction of             (IRS Employer 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 C
                        (A Delaware Limited Partnership)

                                 Balance Sheets

                                   (unaudited)
<TABLE>

                                                                September 30,   December 31,
                                                                     1997           1996
       Assets

<S>                                                              <C>            <C>        
Cash .........................................................   $ 1,855,373    $ 1,059,310
                                                                 -----------    -----------

Investment in finance leases
    Minimum rents receivable .................................     1,324,771      2,652,925
    Estimated unguaranteed residual values ...................     1,218,745      1,228,841
    Unearned income ..........................................      (157,580)      (315,242)
    Allowance for doubtful accounts ..........................      (183,350)      (285,600)
                                                                 -----------    -----------
                                                                   2,202,586      3,280,924

Investment in financings
    Receivables due in installments ..........................     1,393,158      2,027,328
    Unearned income ..........................................      (180,110)      (305,587)
    Allowance for doubtful accounts ..........................       (89,827)       (23,420)
                                                                 -----------    -----------
                                                                   1,123,221      1,698,321

Equity investment in joint venture ...........................       313,150        526,881
                                                                 -----------    -----------

Other assets .................................................        95,756         78,268
                                                                 -----------    -----------

Total assets .................................................   $ 5,590,086    $ 6,643,704
                                                                 ===========    ===========

       Liabilities and Partners' Equity

Notes payable - non-recourse .................................   $   579,508    $   994,354
Accounts payable to General Partner and affiliates, net ......       630,400        510,716
Security deposits, deferred credits and accounts payable-other       799,537        446,887
                                                                 -----------    -----------
                                                                   2,009,445      1,951,957
Commitments and Contingencies

Partners' equity (deficiency)
    General Partner ..........................................      (136,619)      (125,553)
    Limited partners (198,270 and 198,470 units outstanding,
      $100 per unit original issue price in 1997 and 1996,
      respectively) ..........................................     3,717,260      4,817,300
                                                                 -----------    -----------

Total partners' equity .......................................     3,580,641      4,691,747
                                                                 -----------    -----------

Total liabilities and partners' equity .......................   $ 5,590,086    $ 6,643,704
                                                                 ===========    ===========

</TABLE>

See accompanying notes to financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series C
                        (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>      
   Finance income ......................   $  75,350    $ 147,117   $ 272,389   $ 446,005
   Interest income and other ...........      32,141       12,996      73,034      53,001
   Net gain on sales or remarketing
     of equipment ......................      11,049      174,261      34,170     445,826
   Income (loss) from equity investment
     in joint venture ..................      (4,267)       7,425      18,353      31,804
                                           ---------    ---------   ---------   ---------

   Total revenues ......................     114,273      341,799     397,946     976,636
                                           ---------    ---------   ---------   ---------

Expenses

   General and administrative ..........      21,638       11,677      55,979      54,922
   Administrative expense reimbursements
     - General Partner .................      11,708       23,464      48,572      71,735
   Management fees - General Partner ...      11,342       23,292      47,605      70,824
   Interest ............................        --           --          --         1,953
   Amortization of initial direct costs         --          1,405        --         6,132
                                           ---------    ---------   ---------   ---------

   Total expenses ......................      44,688       59,838     152,156     205,566
                                           ---------    ---------   ---------   ---------

Net income .............................   $  69,585    $ 281,961   $ 245,790   $ 771,070
                                           =========    =========   =========   =========

Net income allocable to:
   Limited partners ....................   $  68,889    $ 279,141   $ 243,332   $ 763,359
   General Partner .....................         696        2,820       2,458       7,711
                                           ---------    ---------   ---------   ---------

                                           $  69,585    $ 281,961   $ 245,790   $ 771,070
                                           =========    =========   =========   =========

Weighted average number of limited
   partnership units outstanding .......     198,358      198,622     198,358     198,622
                                           =========    =========   =========   =========

Net income per weighted average
   limited partnership unit ............   $     .35    $    1.41   $    1.23   $    3.84
                                           =========    =========   =========   =========

</TABLE>



See accompanying notes to financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series C
                        (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                                       $ 8,693,014    $ (86,897)  $ 8,606,117

Cash distributions
   to partners                 $ 7.78    $ 1.22             (1,799,100)     (18,173)   (1,817,273)

Net income                                                     244,000        2,465       246,465
                                                           -----------    ---------   -----------

Balance at
   December 31, 1994                                         7,137,914     (102,605)    7,035,309

Cash distributions
   to partners                 $ 7.01    $ 1.99             (1,796,363)     (18,144)   (1,814,507)

Limited partnership
   units redeemed
   (1,100 units)                                               (38,256)        -          (38,256)

Net income                                                     396,876        4,009       400,885
                                                           -----------    ---------   -----------

Balance at
   December 31, 1995                                         5,700,171     (116,740)    5,583,431

Cash distribution
   to partners                 $ 4.39    $ 4.61             (1,786,992)     (18,050)   (1,805,042)

Limited partnership
   units redeemed
   (330 units)                                                 (10,369)        -          (10,369)

Net income                                                     914,490        9,237       923,727
                                                           -----------    ---------   -----------

Balance at
   December 31, 1996                                         4,817,300     (125,553)    4,691,747

Cash distribution
   to partners                 $ 5.52    $ 1.23             (1,338,922)     (13,524)   (1,352,446)

Limited partnership
   units redeemed
   (200 units)                                                  (4,450)        -           (4,450)

Net income                                                     243,332        2,458       245,790
                                                           -----------    ---------   -----------

Balance at
   September 30, 1997                                      $ 3,717,260    $(136,619)  $ 3,580,641
                                                           ===========    =========   ===========
</TABLE>

See accompanying notes to financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series C
                        (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 ..................................................   $   245,790    $   771,070
                                                                   -----------    -----------
   Adjustments to reconcile net income to net cash
     provided by operating activities:
      Finance income portion of receivables paid
         directly to lenders by lessees ........................       (14,028)      (102,441)
      Amortization of initial direct costs .....................          --            6,132
      Net gain on sales or remarketing of equipment ............       (34,170)      (445,826)
      Collection of principal - non-financed receivables .......     1,182,147      1,193,788
      Income from equity investment in joint venture ...........       (18,353)       (31,804)
      Distribution from investment in joint venture ............       232,084        603,292
      Changes in operating assets and liabilities:
         Allowance for doubtful accounts .......................        35,843         (4,433)
         Accounts payable to General Partner and affiliates, net       119,684         40,347
         Security deposits and deferred credits ................       352,650        130,162
         Accounts payable - other ..............................        80,455
         Other assets ..........................................       (17,488)         3,355
         Other, net ............................................       (30,943)       (47,879)
                                                                   -----------    -----------

          Total adjustments ....................................     1,807,426      1,508,667
                                                                   -----------    -----------

     Net cash provided by operating activities .................     2,053,216      2,279,737
                                                                   -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment ............................        99,743        593,453
   Equipment and receivables purchased .........................          --       (2,179,971)
                                                                   -----------    -----------


     Net cash provided by (used in) investing activities .......        99,743     (1,586,518)
                                                                   -----------    -----------

Cash flows from financing activities:
   Cash distributions to partners ..............................    (1,352,446)    (1,353,973)
   Redemption of limited partnership units .....................        (4,450)       (10,369)
                                                                   -----------    -----------

     Net cash used in financing activities .....................    (1,356,896)    (1,364,342)
                                                                   -----------    -----------

Net increase (decrease) in cash ................................       796,063       (671,123)

Cash, beginning of period ......................................     1,059,310      1,777,981
                                                                   -----------    -----------

Cash, end of period ............................................   $ 1,855,373    $ 1,106,858
                                                                   ===========    ===========
</TABLE>


See accompanying notes to financial statements.


<PAGE>


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

                      Statements of Cash Flows (continued)

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 finance
   receivables paid directly by lessees ..   $ 414,864    $ 908,411
Principal and interest on non-recourse
   financing paid directly by lessees ....    (414,864)    (908,411)

Decrease in notes payable - non-recourse
   due to terminations ...................        --       (618,851)
Increase in security deposits and deferred
   credits due to terminations ...........        --        618,851
                                             ---------    ---------

                                             $    --      $    --
                                             =========    =========

     Interest  expense of $0 and $1,953 for the nine months ended  September 30,
1997 and 1996 consisted of other interest of $0 and $1,953, respectively.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series C
                        (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 C (the
"Partnership")  have been prepared  pursuant to the rules and regulations of the
Securities  and  Exchange   Commission  (the  "SEC")  and,  in  the  opinion  of
management,  include  all  adjustments  (consisting  only  of  normal  recurring
accruals)  necessary  for a fair  statement  of income  for each  period  shown.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with 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 B ("Series  B"), 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 B and L.P. Six contributed $1,500,000 (13.39%
interest),   $1,000,000  (8.93%  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 the Series E note  ($4,730,328  at September 19, 1997) to Series
E. The remaining  proceeds will be distributed to the Partnership,  Series B 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 C
                        (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.   Security Deposits and Deferred Credits

     Security  deposits and deferred  credits at September 30, 1997 and December
31, 1996  include  $786,842 and  $426,379,  respectively,  of proceeds  received
towards the  estimated  unguaranteed  residual  position.  These amounts will be
applied upon final remarketing of the related equipment.

4.   Related Party Transactions

     During the nine months ended  September 30, 1997 and 1996, the  Partnership
accrued  to  the  General  Partner  management  fees  of  $47,605  and  $70,824,
respectively,  and paid or  accrued  administrative  expense  reimbursements  of
$48,572 and $71,735, respectively. These fees and reimbursements were charged to
operations.

     The payment of management  fees have been deferred since  September 1, 1993
and as of September 30, 1997,  $624,068 in management fees have been accrued but
not paid.

     Under the original Partnership  Agreement,  the General Partner is entitled
to  management  fees at  either  2% or 5% of  rents,  depending  on the  type of
investment  under  management.  Effective  January 1, 1994, the General  Partner
elected  to  reduce  its  management  fees to a flat rate of 2% of rents for all
investments  under  management.  The foregone  management  fees,  the difference
between 2% and 5% of rents for certain types of investments, totaled $32,803 for
the nine months ended September 30, 1997. These foregone management fees are not
accruable in future years.

     The Partnership, and two affiliates,  Series B and L.P. Six, formed a joint
venture, ICON Asset Acquisition LLC.

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

5.   Amendment to Partnership Agreement

     The  Partnership's  Reinvestment  Period expired June 19, 1996,  five years
after the Final Closing Date. As such the Partnership has discontinued investing
in leased equipment. The Partnership filed a proxy statement with the Securities
and Exchange Commission (the "SEC") on June 17, 1996 for the purpose of amending
the Partnership  Agreement in order to extend the Reinvestment  Period for up to
four years. On July 26, 1996, the Partnership received comments on its filing.


<PAGE>


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

                    Notes to Financial Statements - Continued

     The  Partnership   re-filed  the  proxy  on  September  16,  1997.  If  the
Partnership does not receive consents representing a majority of the outstanding
Partnership  units then the Partnership  will begin  liquidating its Investments
and  distributing  proceeds  as  provided  in  the  Partnership  Agreement.  The
liquidation proceeds distributed to limited partners will be reduced by $571,860
of the $676,860 currently  outstanding and estimated future management fees. The
payment of these fees will have no impact on earnings,  however, as noted above,
such payments will have an unfavorable  impact on  distributions  to the limited
partners.  If the Partnership's cash flow were to be reinvested in new equipment
leases, we assume this would have a favorable impact on overall returns and cash
flow to the limited partners.

     If the  Partnership  does receive  consents  representing a majority of the
outstanding  Partnership  units then the  Partnership  will:  (1)  reinstate the
Reinvestment  Period  for up to four  additional  years  and  thereby  delay the
beginning and end of the Liquidation  Period and (2) eliminate the Partnership's
obligation to pay $571,860 of the $676,860  currently  outstanding and estimated
future Management Fees for the period September 1, 1993 and ending with June 20,
2001.




<PAGE>


                     ICON Cash Flow Partners, L.P., Series C
                        (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 and equity investment in joint venture of 61%, 31% and 8% of
total  investments at September 30, 1997  respectively,  and 62%, 29%, and 9% 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  $114,273,
representing  a decrease of $227,526 or 67% from 1996.  The decrease in revenues
resulted  primarily  from a  decrease  in net gain on sales  or  remarketing  of
equipment  of  $163,212  or 94%.  Results  were also  affected  by a decrease in
finance income of $71,767 or 49% and a decrease in income from equity investment
in joint venture of $11,692 or 157% from 1996.  These  decreases  were partially
offset by an increase in interest income and other of $19,145 or 147% from 1996.
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 the  remaining
carrying value of the equipment. The overall 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.  The increase in
interest  income and other resulted from an increase in the average cash balance
and an increase in late charges received from 1996 to 1997.

     Expenses  for the three  months  ended  September  30,  1997 were  $44,688,
representing  a decrease of $15,150 or 25% from 1996.  The  decrease in expenses
resulted  from a decrease  in  management  fees of $11,950 or 51%, a decrease in
administrative  expense  reimbursements  of  $11,756  or 50% and a  decrease  in
amortization  of initial direct costs of $1,405 from 1996.  These decreases were
partially offset by an increase in general and administrative  expense of $9,961
or 85% from 1996.  Management fees,  administrative  expense  reimbursements and
amortization  of initial direct costs decreased due to a decrease in the average
size  of  the  portfolio  from  1996  to  1997.  The  increase  in  general  and
administrative  expense  is due to an  increase  in  postage,  printing  and tax
expenses.

     Net income  for the three  months  ended  September  30,  1997 and 1996 was
$69,585 and $281,961,  respectively. The net income per weighted average limited
partnership unit was $.35 and $1.41 for 1997 and 1996, respectively.

Nine Months Ended September 30, 1997 and 1996

     For the nine months ended  September 30, 1996,  the  Partnership  leased or
financed  equipment with an initial cost of $2,179,970 to 8 lessees or equipment
users.  The  weighted  average  initial   transaction  term  relating  to  these
transactions was 54 months.


<PAGE>


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

     Revenues  for the nine  months  ended  September  30,  1997 were  $397,946,
representing  a decrease of $578,690 or 59% from 1996.  The decrease in revenues
resulted  primarily  from a  decrease  in net gain on sales  or  remarketing  of
equipment  of $411,656 or 92%,  and a decrease in finance  income of $173,616 or
39%,  from 1996.  Results were also affected by a decrease in income from equity
investment in a joint venture of $13,451 or 42% from 1996.  These decreases were
partially  offset by an increase in interest income and other of $20,033 or 38%.
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 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  September  19,  1997  sale of the
Partnership's  investment in the joint venture.  The increase in interest income
and other  resulted from an increase in the average cash balance and an increase
in late charges received from 1996 to 1997.

     Expenses  for the nine  months  ended  September  30,  1997 were  $152,156,
representing  a decrease of $53,410 or 26% from 1996.  The  decrease in expenses
resulted  from a decrease  in  management  fees of $23,219 or 33%, a decrease in
administrative   expenses  reimbursement  of  $23,163  or  32%,  a  decrease  in
amortization  of  initial  direct  costs of $6,132 and a  decrease  in  interest
expenses  of $1,953  from 1996.  These  decreases  were  partially  offset by an
increase in general and administrative expense of $1,057 or 2%. Management fees,
administrative  expense  reimbursements and amortization of initial direct costs
decreased  due to a decrease in the average size of the  portfolio  from 1996 to
1997. The decrease in interest  expense  resulted from a decrease in the average
debt  outstanding  for 1996 to 1997. The increase in general and  administrative
expense is due to an increase in postage, printing and tax expenses.

     Net  income  for the nine  months  ended  September  30,  1997 and 1996 was
$245,790 and $771,070, respectively. The net income per weighted average limited
partnership unit was $1.23 and $3.84 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 $2,053,216
and  $2,279,737,  respectively,  and proceeds from sales of equipment of $99,743
and $593,453, respectively. These funds were used to purchase equipment in 1996,
and fund cash  distributions.  The Partnership  intends to continue to fund cash
distributions utilizing funds from cash provided by operations and 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  $1,338,922 and $1,340,433,
respectively,   of  which  $243,332  and  $763,359  was  investment  income  and
$1,095,590  and  $577,074  was a return of  capital,  respectively.  The monthly
annualized  cash  distribution  rate to limited  partners was 9.00% for 1997 and
1996, of which 1.64% and 5.13% was  investment  income and 7.36% and 3.87% 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 $1.23 and $3.84 was  investment  income and $5.52 and $2.91
was a return of capital, respectively.


<PAGE>


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

     The  Partnership's  Reinvestment  Period expired June 19, 1996,  five years
after the Final Closing Date. As such the Partnership has discontinued investing
in leased equipment. The Partnership filed a proxy statement with the Securities
and Exchange Commission (the "SEC") on June 17, 1996 for the purpose of amending
the Partnership  Agreement in order to extend the Reinvestment  Period for up to
four years. On July 26, 1996, the Partnership received comments on its filing.

     The  Partnership   re-filed  the  proxy  on  September  16,  1997.  If  the
Partnership does not receive consents representing a majority of the outstanding
Partnership  units then the Partnership  will begin  liquidating its Investments
and  distributing  proceeds  as  provided  in  the  Partnership  Agreement.  The
liquidation proceeds distributed to limited partners will be reduced by $571,860
of the $676,860 currently  outstanding and estimated future management fees. The
payment of these fees will have no impact on earnings,  however, as noted above,
such payments will have an unfavorable  impact on  distributions  to the limited
partners.  If the Partnership's cash flow were to be reinvested in new equipment
leases, we assume this would have a favorable impact on overall returns and cash
flow to the limited partners.

     If the  Partnership  does receive  consents  representing a majority of the
outstanding  Partnership  units then the  Partnership  will:  (1)  reinstate the
Reinvestment  Period  for up to four  additional  years  and  thereby  delay the
beginning and end of the Liquidation  Period and (2) eliminate the Partnership's
obligation to pay $571,860 of the $676,860  currently  outstanding and estimated
future Management Fees for the period September 1, 1993 and ending with June 20,
2001.

     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 C
                        (A Delaware Limited Partnership)


PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K

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


<PAGE>


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



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                   ICON CASH FLOW PARTNERS, L.P., Series C
                                   File No. 33-36376 (Registrant)
                                   By its General Partner,
                                   ICON Capital Corp.




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
<CIK>                         0000866878
<NAME>                        ICON Cash Flow Partners, L.P., Series C

       
<S>                             <C>
<PERIOD-TYPE>                  9-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-END>                                   SEP-30-1997
<CASH>                                         1,855,373
<SECURITIES>                                           0
<RECEIVABLES>                                  3,637,286
<ALLOWANCES>                                     273,177
<INVENTORY>                                       57,454
<CURRENT-ASSETS> *                                     0
<PP&E>                                                 0
<DEPRECIATION>                                         0
<TOTAL-ASSETS>                                 5,590,086
<CURRENT-LIABILITIES> **                               0
<BONDS>                                          579,508
                                  0
                                            0
<COMMON>                                               0
<OTHER-SE>                                     3,580,641
<TOTAL-LIABILITY-AND-EQUITY>                   5,590,086
<SALES>                                          397,946
<TOTAL-REVENUES>                                 397,946
<CGS>                                                  0
<TOTAL-COSTS>                                          0
<OTHER-EXPENSES>                                 152,156
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                     0
<INCOME-PRETAX>                                        0
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                                    0
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                     245,790
<EPS-PRIMARY>                                       1.23
<EPS-DILUTED>                                       1.23
<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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