ICON CASH FLOW PARTNERS L P SERIES C
10-Q, 1999-08-13
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                             June 30, 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                        0-27904
                       ---------------------------------------------------------

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


         Delaware                                              13-3575099
- --------------------------------------------------------------------------------
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                            Identification Number)


              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 C
                        (A Delaware Limited Partnership)

                                 Balance Sheets
                                   (unaudited)
<TABLE>

                                                            June 30,     December 31,
                                                              1999           1998
       Assets

<S>                                                       <C>            <C>
Cash ..................................................   $ 1,496,696    $ 1,983,281
                                                          -----------    -----------

Investment in financings
    Receivables due in installments ...................       451,806        645,067
    Unearned income ...................................       (33,862)       (60,405)
    Allowance for doubtful accounts ...................       (27,847)       (27,847)
                                                          -----------    -----------
                                                              390,097        556,815
                                                          -----------    -----------

Investment in finance leases
    Minimum rents receivable ..........................       289,207        469,525
    Estimated unguaranteed residual values ............        11,901         77,884
    Unearned income ...................................       (17,941)       (40,861)
    Allowance for doubtful accounts ...................       (26,969)       (24,127)
                                                          -----------    -----------
                                                              256,198        482,421
                                                          -----------    -----------

Investment in unconsolidated joint venture ............        37,728         56,960
                                                          -----------    -----------

Other assets ..........................................        11,223           --
                                                          -----------    -----------

Total assets ..........................................   $ 2,191,942    $ 3,079,477
                                                          ===========    ===========

       Liabilities and Partners' Equity

Security deposits, deferred credits and other payables    $    64,976    $    70,881
Accounts payable to General Partner and affiliates, net          --          175,586
                                                          -----------    -----------
                                                               64,976        246,467
                                                          -----------    -----------
Commitments and Contingencies

Partners' equity (deficiency)
    General Partner ...................................       (47,187)      (144,078)
    Limited partners (198,037 units outstanding,
      $100 per unit original issue price) .............     2,174,153      2,977,088
                                                          -----------    -----------

Total partners' equity ................................     2,126,966      2,833,010
                                                          -----------    -----------

Total liabilities and partners' equity ................   $ 2,191,942    $ 3,079,477
                                                          ===========    ===========
</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 Six Months
                                              Ended June 30,          Ended June 30,
                                             1999       1998          1999      1998
                                             ----       ----          ----      ----
Revenues

   Net gain on sales or remarketing
<S>                                        <C>        <C>          <C>        <C>
     of equipment ......................   $ 42,163   $  7,715     $ 39,587   $ 86,870
   Finance income ......................     20,682     46,398       47,567    100,387
   Interest income and other ...........     17,461     32,396       33,525     87,303
   Income from equity investment
     in joint venture ..................      1,558       --          3,499       --
                                           --------   --------     --------   --------

   Total revenues ......................     81,864     86,509      124,178    274,560
                                           --------   --------     --------   --------

Expenses

   General and administrative ..........     12,982     21,100       25,312     36,968
   Administrative expense reimbursements
     - General Partner .................      4,618      8,172        9,929     16,794
                                           --------   --------     --------   --------

   Total expenses ......................     17,600     29,272       35,241     53,762
                                           --------   --------     --------   --------

Net income .............................   $ 64,264   $ 57,237     $ 88,937   $220,798
                                           ========   ========     ========   ========

Net income allocable to:
   Limited partners ....................   $ 63,621   $ 56,665     $ 88,048   $218,590
   General Partner .....................        643        572          889      2,208
                                           --------   --------     --------   --------

                                           $ 64,264   $ 57,237     $ 88,937   $220,798
                                           ========   ========     ========   ========

Weighted average number of limited
   partnership units outstanding .......    198,037    198,037      198,037    198,332
                                           ========   ========     ========   ========

Net income per weighted average
   limited partnership unit ............   $    .32   $    .29     $    .44   $   1.10
                                           ========   ========     ========   ========

</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 Six Months Ended June 30, 1999 and
                        the Year Ended December 31, 1998
                                   (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, 1997                                       $ 3,995,292    (133,798)    3,861,494

Cash distributions
   to partners             $  5.13         $   3.87         (1,782,770)    (18,017)   (1,800,787)

Limited partnership
   units redeemed
   (208 units)                                                  (1,392)      -            (1,392)

Net income                                                     765,958       7,737       773,695
                                                           -----------   ---------   -----------

Balance at
   December 31, 1998                                         2,977,088    (144,078)    2,833,010

Cash distributions
   to partners             $  4.06         $    .44           (890,983)     (8,998)     (899,981)

Capital contribution
   General Partner                                               -         105,000       105,000

Net income                                                      88,048         889        88,937
                                                           -----------   ---------   -----------

Balance at June 30, 1999                                   $ 2,174,153   $(47,187)   $  2,126,966
                                                           ===========   =========   ============

</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 Six Months Ended June 30,

                                   (unaudited)
<TABLE>

                                                                   1999          1998
                                                                   ----          ----

Cash flows from operating activities:
<S>                                                            <C>            <C>
   Net income ..............................................   $    88,937    $   220,798
                                                               -----------    -----------
   Adjustments to reconcile net income to net
   cash provided by operating activities:
    Net gain on sales or remarketing of equipment ..........       (39,587)       (86,870)
    Income from investment in unconsolidated joint venture .        (3,499)          --
    Changes in operating assets and liabilities:
     Collection of principal - non-financed receivables ....       310,022        535,774
     Distribution from unconsolidated joint venture ........        22,731           --
     Security deposits, deferred credits and other payables         (5,905)        83,756
     Accounts payable to General Partner and affiliates, net      (175,586)        44,191
     Other, net ............................................       (49,703)        34,013
                                                               -----------    -----------

          Total adjustments ................................        58,473        610,864
                                                               -----------    -----------

     Net cash provided by operating activities .............       147,410        831,662
                                                               -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment ........................       160,986        155,873
                                                               -----------    -----------

     Net cash provided by investing activities .............       160,986        155,873
                                                               -----------    -----------

Cash flows from financing activities:
   Cash distributions to partners ..........................      (899,981)      (900,757)
   Capital contribution - General Partner ..................       105,000           --
   Redemption of limited partnership units .................          --           (1,392)
                                                               -----------    -----------

     Net cash used in financing activities .................      (794,981)      (902,149)
                                                               -----------    -----------

Net increase (decrease) in cash ............................      (486,585)        85,386

Cash at beginning of period ................................     1,983,281      2,186,149
                                                               -----------    -----------

Cash at end of period ......................................   $ 1,496,696    $ 2,271,535
                                                               ===========    ===========

</TABLE>




See accompanying notes to financial statements.


<PAGE>


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

                          Notes to Financial Statements

                                  June 30, 1999

                                   (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 1998 Annual Report on Form 10-K.

2.   Amendment to Partnership Agreement

     The Partnership's  original  reinvestment  period was to expire on June 19,
1996, 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.  A majority of the limited partnership
units  outstanding  responded  affirmatively  and the  amendments  were  adopted
accordingly.  These  amendments  are effective  from and after June 19, 1996 and
include:  (1)  extending the  reinvestment  period for a maximum of four and one
half additional years and likewise delaying the start and end of the liquidation
period,  and (2)  eliminating  the  Partnership's  obligation to pay the General
Partner  $529,125  of the  $634,125  accrued  and unpaid  management  fees as of
December  31, 1997 and all  additional  management  fees which  would  otherwise
accrue.  In June 1999, the  Partnership  paid the remaining  $105,000 of accrued
management  fees  to the  General  Partner.  The  General  Partner  subsequently
remitted  this  amount  back  to  the  Partnership  as  an  additional   capital
contribution.

3.   Related Party Transactions

     As a result of the approval of the amendments,  as discussed in Note 2, the
General Partner did not accrue any management fees for the six months ended June
30,  1999 and 1998.  The  Partnership  paid or  accrued  administrative  expense
reimbursements  of $9,929 and $16,794  during the six months ended June 30, 1999
and 1998, respectively, which were charged to operations.

     In March 1998, the Partnership loaned ICON Cash Flow Partners, L.P., Series
B ("Series  B"), an affiliate,  $150,000.  The loan bore interest at the rate of
11%.  The loan  was  paid in full in June  1998.  Series  B paid  $1,238  to the
Partnership for interest related to the note.

     In  December  1998 the  Partnership  and three  affiliates,  ICON Cash Flow
Partners  L.P.  Six ("L.P.  Six"),  ICON Cash Flow  Partners  L.P.  Seven ("L.P.
Seven")  and ICON Income  Fund Eight A L.P.  ("Eight  A") formed  ICON  Boardman
Funding  LLC ("ICON  BF"),  for the purpose of  acquiring a lease with  Portland
General Electric.  (See Note 4 for additional  information relating to the joint
venture.)


<PAGE>


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

                    Notes to Financial Statements - Continued

4.   Investments in Joint Ventures

     The  Partnership  Agreement  allows  the  Partnership  to  invest  in joint
ventures  with other  limited  partnerships  sponsored  by the  General  Partner
provided that the  investment  objectives of the joint  ventures are  consistent
with that of the Partnership.

     In December 1998 the Partnership and three affiliates, L.P. Six, L.P. Seven
and Eight A formed ICON BF, for the purpose of  acquiring a lease with  Portland
General Electric.  The purchase price totaled  $27,421,810,  and was funded with
cash and non-recourse debt assumed in the purchase price. The Partnership,  L.P.
Six,  L.P.  Seven and  Eight A  received  a .5%,  .5%,  .5% and 98.5%  interest,
respectively,  in ICON BF. The Partnership's original investment was recorded at
cost  of  $56,960  and  is  adjusted  by  its  share  of  earnings,  losses  and
distributions,  thereafter.  Simultaneously with the acquisition of the Portland
General Electric lease by ICON BF, a portion of the rent receivable in excess of
the senior debt payments was acquired by L.P. Six from ICON BF for $3,801,108.

     On March 30, 1999,  ICON BF acquired L.P. Six's  investment in a portion of
the rent in excess of the senior debt payments for $3,097,637 and financed, with
a third party, all of the rent receivable in excess of the senior debt payments.
ICON BF received  $7,643,867  from the  financing.  There was no gain or loss to
L.P.  Six on this  transaction.  The  proceeds  from the  financing,  net of the
purchase of L.P. Six's investment, were distributed to the members of ICON BF in
accordance with their ownership interests.

     Information  as to the financial  position of ICON BF as of and for the six
months ended June 30, 1999 is summarized below:

                                              June 30, 1999

   Assets                                      $26,061,621
                                               ===========

   Liabilities                                 $18,516,096
                                               ===========

   Equity                                      $ 7,545,525
                                               ===========

   Partnership's share of equity               $    37,728
                                               ===========

                                            Six Months Ended
                                              June 30, 1999

   Net income                                  $   699,768
                                               ===========

   Partnership's share of net income           $     3,499
                                               ===========

   Distributions                               $ 4,546,230
                                               ===========

   Partnership's share of distributions        $    22,731
                                               ===========


<PAGE>


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

                                  June 30, 1999

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

     The  Partnership's  portfolio  consisted of a net investment in financings,
finance   leases  and  equity   investment  in   unconsolidated   joint  venture
representing   57%,  38%,  and  5%  of  total  investments  at  June  30,  1999,
respectively,  and  47%,  53% and 0% of  total  investments  at June  30,  1998,
respectively.

Results of Operations for the Three Months Ended June 30, 1999 and 1998

     For the three months ended June 30, 1999 and 1998, the  Partnership did not
enter into any new leases or financing agreements. At June 30, 1999 the weighted
average remaining transaction term of the portfolio was 14 months.

     Revenues for the three months ended June 30, 1999 were $81,864 representing
a decrease of $4,645 or 5% from 1998.  The  decrease  in  revenues  was due to a
decrease in finance income of $25,716 or 55%, and a decrease in interest  income
and other of $14,935 or 46% from 1998.  These decreases were partially offset by
an increase in net gain on sales or  remarketing of equipment of $34,448 or 447%
and an increase in income from an investment in an unconsolidated  joint venture
of $1,558.  The decrease in finance  income was due to a decrease in the average
size of the finance lease  portfolio from 1998 to 1999. The decrease in interest
income and other was due to a  decrease  in  interest  income  resulting  from a
decrease  in the  average  cash  balance  from 1998 to 1999,  and a decrease  in
collection of late charges.  The increase in net gain on sales or remarketing of
equipment  resulted  from an  increase in the number of leases  maturing  and an
increase in the amount of  underlying  equipment  being sold or  remarketed  for
which  proceeds  received were in excess of the  remaining  carrying  value.  In
December 1998, the Partnership,  along with three  affiliates,  contributed to a
joint venture,  ICON Boardman  Funding LLC ("ICON BF"), which acquired a finance
lease with Portland General Electric.  Therefore,  the Partnership earned income
from an  unconsolidated  joint venture in the second quarter of 1999 compared to
no comparable  income in the second quarter of 1998 when the  partnership had no
investment in unconsolidated joint ventures.

     Expenses for the three months ended June 30, 1999 were $17,600 representing
a decrease of $11,672 or 40%.  The decrease in expenses was due to a decrease in
general  and  administrative  expense  of  $8,118  or  38%  and  a  decrease  in
administrative expense reimbursements of $3,554 or 43%. The decreases in general
and administrative  expense and  administrative  expense  reimbursements  were a
result of a decrease in the average  size of the finance  lease  portfolio  from
1998 to 1999.

     Net income for the three  months  ended June 30,  1999 and 1998 was $64,264
and  $57,237,   respectively.  The  net  income  per  weighted  average  limited
partnership unit was $.32 and $.29 for 1999 and 1998, respectively.

Results of Operations for the Six Months Ended June 30, 1999 and 1998

     For the six months ended June 30, 1999 and 1998,  the  Partnership  did not
enter into any new leases or financing agreements. At June 30, 1999 the weighted
average remaining transaction term of the portfolio was 14 months.


<PAGE>


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

     Revenues for the six months ended June 30, 1999 were $124,178  representing
a decrease of $150,382 or 55% from 1998.  The  decrease in revenues was due to a
decrease in  interest  income and other of $53,778 or 62%, a decrease in finance
income of $52,820 or 53%, and a decrease in net gain on sales or  remarketing of
equipment  of  $47,283  or 54%.  These  decreases  were  partially  offset by an
increase in income from an  investment  in an  unconsolidated  joint  venture of
$3,499.  The  decrease  in  interest  income and other was due to a decrease  in
interest income  resulting from a decrease in the average cash balance from 1998
to 1999,  and a decrease in collection of late charges.  The decrease in finance
income was due to a decrease in the average size of the finance lease  portfolio
from 1998 to 1999. The decrease in net gain on sales or remarketing of equipment
resulted from a decrease in the number of leases  maturing and a decrease in the
amount of  underlying  equipment  being sold or  remarketed  for which  proceeds
received were in excess of the remaining  carrying  value. In December 1998, the
Partnership,  along with three affiliates,  contributed to a joint venture, ICON
Boardman  Funding LLC ("ICON BF"),  which acquired a finance lease with Portland
General   Electric.   Therefore,   the   Partnership   earned   income  from  an
unconsolidated  joint venture for the six months ended June 30, 1999 compared to
no comparable  income in the six months ended June 30, 1998 when the partnership
had no investment in unconsolidated joint ventures.

     Expenses for the six months ended June 30, 1999 were $35,241 representing a
decrease of $18,521 or 34%.  The  decrease  was due to a decrease in general and
administrative  expense  of  $11,656  or 32% and a  decrease  in  administrative
expense   reimbursements  of  $6,865  or  41%.  The  decreases  in  general  and
administrative  expense and administrative  expense reimbursements were a result
of a decrease in the average size of the finance  lease  portfolio  from 1998 to
1999.

     Net income for the six months  ended June 30, 1999 and 1998 was $88,937 and
$220,798,  respectively. The net income per weighted average limited partnership
unit was $.44 and $1.10 for 1999 and 1998, respectively.

Liquidity and Capital Resources

     The  Partnership's  primary  sources of funds for the six months ended June
30, 1999 and 1998 were net cash provided by operations of $147,410 and $831,662,
respectively,  and proceeds  from sales of  equipment of $160,986 and  $155,873,
respectively.  These  funds were used to fund cash  distributions  and to make a
loan to an affiliate in 1998.

     Cash  distributions  to limited  partners for the six months ended June 30,
1999  and  1998,  which  were  paid  monthly,  totaled  $890,983  and  $891,749,
respectively,  of which $88,048 and $218,590 was investment  income and $802,935
and $673,159 was a return of capital,  respectively. The monthly annualized cash
distribution  rate for the six months  ended June 30, 1998 and June 30, 1999 was
9%, of which .89% and 2.2% was investment income and 8.11% and 6.8% was a return
of capital,  respectively,  calculated as a percentage of each partner's initial
capital contribution. The limited partner distribution per weighted average unit
outstanding  for the six months ended June 30, 1999 and 1998 was $4.50, of which
$.44 and  $1.10  was  investment  income  and  $4.06  and  $3.40 was a return of
capital, respectively.

     The Partnership's  original  reinvestment  period was to expire on June 19,
1996, 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.  A majority of the limited partnership
units  outstanding  responded  affirmatively  and the  amendments  were  adopted
accordingly.  These  amendments  are effective  from and after June 19, 1996 and
include:  (1)  extending the  reinvestment  period for a maximum of four and one
half additional years and likewise delaying the start and end of the liquidation
period,  and (2)  eliminating  the  Partnership's  obligation to pay the General
Partner $529,125 of


<PAGE>


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

the $634,125 accrued and unpaid  management fees as of December 31, 1997 and all
additional  management  fees which would  otherwise  accrue.  In June 1999,  the
Partnership  paid the  remaining  $105,000  of  accrued  management  fees to the
General Partner. The General Partner  subsequently  remitted this amount back to
the Partnership as an additional capital contribution.

     In December 1998 the Partnership and three affiliates, L.P. Six, L.P. Seven
and Eight A formed ICON  Boardman  Funding  LLC,  for the purpose of acquiring a
lease with Portland General  Electric.  The purchase price totaled  $27,421,810,
and was funded with cash and  non-recourse  debt assumed in the purchase  price.
The  Partnership,  L.P. Six, L.P. Seven and Eight A received a .5%, .5%, .5% and
98.5% interest,  respectively,  in the joint venture. The Partnership's original
investment was recorded at cost and is adjusted by its share of earnings, losses
and  distributions,  thereafter.  Simultaneously  with  the  acquisition  of the
Portland  General Electric lease by ICON BF, a portion of the rent receivable in
excess of the senior debt  payments  was  acquired by L.P.  Six from ICON BF for
$3,801,108.

     On March 30, 1999,  ICON BF acquired L.P. Six's  investment in a portion of
the rent in excess of the senior debt payments for $3,097,637 and financed, with
a third party, all of the rent receivable in excess of the senior debt payments.
ICON BF received  $7,643,867  from the  financing.  There was no gain or loss to
L.P.  Six on this  transaction.  The  proceeds  from the  financing,  net of the
purchase of L.P. Six's investment, were distributed to the members of ICON BF in
accordance with their ownership interests.

     As of June 30,  1999 there were no known  trends or  demands,  commitments,
events  or  uncertainties  which  are  likely  to have any  material  effect  on
liquidity.  As  cash  is  realized  from  operations,  sales  of  equipment  and
borrowings,  the Partnership will continue to pay distributions  while retaining
sufficient cash to meet its reserve  requirements  and recurring  obligations as
they become due.

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 lessees. Each of the
Partnership's  lessees will have a material  self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or  delayed  revenues  to the  Partnership.  The  effect  of  this  risk  to the
Partnership is not determinable.

     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 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
June 30, 1999.



<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.




August 12, 1999                        /s/ Patricia A. Walsh
- ---------------                        -----------------------------------------
    Date                               Patricia A. Walsh
                                       Vice President and Controller
                                       (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>                  6-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   JUN-30-1999
<CASH>                                         1,496,696
<SECURITIES>                                           0
<RECEIVABLES>                                    741,013
<ALLOWANCES>                                      54,816
<INVENTORY>                                            0
<CURRENT-ASSETS> *                                     0
<PP&E>                                                 0
<DEPRECIATION>                                         0
<TOTAL-ASSETS>                                 2,191,942
<CURRENT-LIABILITIES> **                               0
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                               0
<OTHER-SE>                                     2,126,966
<TOTAL-LIABILITY-AND-EQUITY>                   2,191,942
<SALES>                                           90,653
<TOTAL-REVENUES>                                 124,178
<CGS>                                                  0
<TOTAL-COSTS>                                          0
<OTHER-EXPENSES>                                  35,241
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                     0
<INCOME-PRETAX>                                        0
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                                    0
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                      88,937
<EPS-BASIC>                                       0.44
<EPS-DILUTED>                                       0.44
<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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