ICON CASH FLOW PARTNERS L.P. SEVEN
MASTER SUPPLEMENT NO. 1
DATED OCTOBER 6, 1997
TO PROSPECTUS DATED NOVEMBER 9, 1995
SUMMARY
This Master Supplement No. 1 ("Master Supplement") updates and
revises the prospectus dated November 9, 1995 (the "Prospectus") and
replaces all previously dated Supplements to the Prospectus for ICON
Cash Flow Partners L.P. Seven (the "Partnership"). This Master
Supplement forms a part of, and must be accompanied by the Prospectus.
All cross-references are to sections of the Prospectus, and capitalized
terms have the same definitions as those set forth in the Prospectus.
The primary purposes of the Master Supplement are to:
* Update the Status of the Offering;
* Reflect Changes in Management;
* Update the Prior Performance of the Prior Public Programs;
* Reflect Revisions to the Partnership Agreement;
* Update Financials of Sponsor and Partnership; and
* Update Other Sections
EACH POTENTIAL INVESTOR SHOULD THOROUGHLY REVIEW THE PROSPECTUS AND
THIS MASTER SUPPLEMENT PRIOR TO SUBSCRIBING FOR UNITS IN THE
PARTNERSHIP.
_______________________________
STATUS OF THE OFFERING
The Offering commenced on November 9, 1995 (the "Effective Date") and
was originally scheduled to terminate no later than November 9, 1997,
but the General Partner has extended the termination date so that the
Offering will terminate no later than November 9, 1998. The material
under the captions "SUMMARY OF THE OFFERING", "INVESTMENT OBJECTIVES
AND POLICIES", "SUMMARY OF THE PARTNERSHIP AGREEMENT" and elsewhere in
the Prospectus, including the Third Amended and Restated Agreement of
Limited Partnership attached as Exhibit A to the Prospectus, should be
considered revised to take this extension of the Offering into
account. However, in order to avoid modifying the outside termination
dates for the Reinvestment Period and the Disposition Period, the
definition of the term Reinvestment Period in the Partnership Agreement
should be considered revised so that the Reinvestment Period will now
end on November 9, 2002 (five (5) years from the originally scheduled
offering termination date of November 9, 1997), subject to the
discretion of the General Partner to extend it for a further period of
not more than an additional thirty-six (36) months. The definition of
the term Disposition Period in the Partnership Agreement should also be
considered revised so that the Disposition Period will in no event
extend beyond May 9, 2008 (ten and one-half (10 1/2) years after the
originally scheduled offering termination date of November 9, 1997),
although it is expected to terminate sooner.
As of September 19, 1997, a number of investor closings have been
held reflecting the sale of 464,157.59 Units ($46,415,690) to 2,319
Limited Partners (exclusive of the Initial Limited Partner which has
withdrawn in accordance with the procedures described in the
Prospectus), which leaves a maximum of 535,843.10 Units ($53,584,310)
available for sale. In view of these closings, the eleventh (next to
last) "bullet" risk factor on the cover page of the Prospectus should
be considered deleted because the Minimum Offering and the special
Pennsylvania requirement described in such material have already been
met. In view of the above-described closings, the material in the
Prospectus on pages 92-93 under the heading "PLAN OF
DISTRIBUTION-Segregation of Subscription Payments" should be considered
amended by deleting this section in its entirety and replacing it with
the following:
"As soon as possible after the receipt and acceptance by the
Partnership of subscriptions pending each Closing, the
Partnership will admit as Limited Partners all subscribers whose
subscriptions have been received and accepted by the Partnership
and the funds representing such subscriptions will be released
from the Partnership's segregated subscription account to the
Partnership. Thereafter, funds received through the Termination
Date will be deposited in the Partnership's segregated
subscription account.
The General Partner will promptly accept or reject subscriptions
for Units after its receipt of a prospective investor's
Subscription Documents and subscription funds. Subsequent to the
<PAGE>
Initial Closing Date, it is anticipated that Closings will be
held not less frequently than twice monthly (on the fifteenth and
last day of each month) and as frequently as once a week
(provided the number of Units subscribed for is sufficient to
justify the burden and expense of a Closing). Thereafter
subscription payments would continue to be deposited with the
Bank of New York (NJ) (or another banking institution named by
the General Partner) in a special, segregated, subscription
account of the Partnership which will be maintained during the
Offering Period for the receipt and investment of subscription
payments. At each Closing, the Partnership will admit as Limited
Partners, effective as of the next day, all subscribers whose
subscriptions have been received and accepted by the Partnership
and who are then eligible to be admitted to the Partnership and
the funds representing such subscriptions will be released from
the Partnership's segregated subscription account to the
Partnership.
Interest earned, if any, on subscription funds of subscribers who
are accepted and admitted to the Partnership will be remitted to
the subscribers by the General Partner as soon as practicable
after their admission, and shall be calculated to reflect the
length of time each subscribers funds were held in the
Partnership's segregated subscription account, prior to their
admission."
CHANGES IN MANAGEMENT
On August 20, 1996, ICON Holdings Corp. ("ICON Holdings") acquired
ICON Capital Corp., the general partner (the "General Partner") of ICON
Cash Flow Partners L.P. Seven, and ICON Securities Corp. (the
"Dealer-Manager"). ICON Holdings is a joint venture between Summit
Asset Holding L.L.C., a subsidiary of a diversified financial and
business services group based in the United Kingdom, and Warrenton
Capital Partners, L.L.C., which was formed by two of the founders of
Griffin Equity Partners, Inc., a U.S. company engaged in the
acquisition of leases and lease portfolios. In connection with the
acquisition, the following changes have been made in the management of
the General Partner and the Dealer-Manager.
Peter D. Beekman, Cortes E. DeRussy, Charles Duggan and Susan H.
Beekman have resigned their positions with the General Partner, and
Peter D. Beekman and Susan H. Beekman have resigned their positions
with the Dealer-Manager.
In partial payment of the purchase price of the acquisition, ICON
Holdings issued promissory notes to Peter D. Beekman, the seller, which
is guaranteed by the General Partner and the Dealer-Manager and secured
by a pledge of the capital stock of the General Partner and the
Dealer-Manager held by ICON Holdings and by certain fees payable to the
General Partner and the Dealer-Manager.
The acquisition of the General Partner will not result in any
change in the investment objectives or policies of the Partnership, nor
has there been any change in the terms of the Partnership Agreement or
the plan of distribution for the Units as a result of this change in
management.
In view of the management changes described above, the material
appearing in the Prospectus under the heading "MANAGEMENT" on pages 44
to 46 of the Prospectus, other than the first two paragraphs under such
heading should be considered replaced in their entirety by the
following:
"The officers and directors of the General Partner are:
Beaufort J. B. Clarke President, Chief Executive Officer and
Director
Thomas W. Martin Executive Vice President, Treasurer,
Secretary and Director
Paul B. Weiss Executive Vice President
Allen V. Hirsch Senior Vice President
Gary N. Silverhardt Vice President and Chief Financial
Officer
Robert W. Kohlmeyer, Jr. Vice President of Operations
David W. Parr Vice President and General Counsel
Neil A. Roberts Chairman of the Board of Directors
Timothy R. Spring Director
Beaufort J. B. Clarke, 50, became the President, Chief
Executive Officer and Director of both the General Partner and
the Dealer-Manager in August of 1996. He is also the Managing
Director of MGC/Griffin Equity Capital Corp. Prior to his
present positions, Mr. Clarke was founder, President and Chief
Executive Officer of Griffin Equity Partners, Inc. (a purchaser
of equipment leasing portfolios) from October 1993 through August
1996. Previous to that time, Mr. Clarke was President of Gemini
Financial Holdings, Inc. (an equipment leasing company) from June
1990 through September 1993. Prior to that time, Mr. Clarke was
a Vice President of AT&T Systems Leasing. Mr. Clarke formerly
<PAGE>
was an attorney with Shearman and Sterling and has over 20 years
of senior management experience in the U.S. leasing industry.
Mr. Clarke received a B.A. degree from the University of Virginia
and a J.D. degree from the University of South Carolina.
Thomas W. Martin, 43, was appointed Executive Vice President,
Treasurer, Secretary and Director of the General Partner in
August of 1996. Mr. Martin also became the Executive Vice
President and Director of the Dealer-Manager in August of 1996.
Prior to his present positions, Mr. Martin was the Executive Vice
President and Chief Financial Officer of Griffin Equity Partners,
Inc. (an equipment leasing company) from October 1993 to August
1996. Prior to this time, Mr. Martin was Senior Vice President
and a member of the Executive Committee of Gemini Financial
Holdings (an equipment leasing company) from April 1992 to
October 1993 and he held the position of Vice President at
Chancellor Corporation (an equipment leasing company) for 7
years. Mr. Martin has a B.S. degree from University of New
Hampshire.
Paul B. Weiss, 36, became Executive Vice President of the
General Partner responsible for lease acquisitions in August of
1996. Mr. Weiss served as Executive Vice President and
co-founder of Griffin Equity Partners, Inc. (an equipment leasing
company) for the period from October of 1993 through August of
1996. Prior to that time, Mr. Weiss was Senior Vice President of
Gemini Financial Holdings, Inc. (an equipment leasing company)
from 1991 to 1993 and Vice President of Pegasus Capital
Corporation (an equipment leasing company) from 1989 through
1991. Mr. Weiss has a B.A. in Economics from Connecticut College.
Allen V. Hirsch, 44, joined the General Partner in December of
1996 as Senior Vice President. Mr. Hirsch also became the
President and Chief Executive Officer of the Dealer Manager in
December of 1996. Prior to joining ICON, Mr. Hirsch spent 16
years with PLM Financial Services and Affiliates most recently as
President of PLM Securities Corp. for four years and he also
served as the Vice Chairman of the Board of PLM International (an
equipment leasing company) from May of 1989 through June of
1996. Mr. Hirsch holds a B.S. degree in Civil Engineering from
the University of Illinois, an M.S. degree in Transportation from
the University of Maryland and an M.B.A. from Harvard Business
School.
Gary N. Silverhardt, 37, joined ICON in 1989. He served as
Vice President and Controller from 1989 through 1996, prior to
being promoted to Chief Financial Officer. From 1985 to 1989 he
was with Coopers & Lybrand, most recently as an Audit
Supervisor. Prior to 1985, Mr. Silverhardt was employed by Katz,
Schneeberg & Co. He received a B.S. degree from the State
University of New York at New Paltz and is a Certified Public
Accountant.
Robert W. Kohlmeyer, Jr., 36, was appointed Vice President of
Operations of the General Partner in August of 1996. Prior to
joining ICON, Mr. Kohlmeyer was President of Corporate Capital
Services, an investment banking firm, which he founded in March
1993. Prior to that time, Mr. Kohlmeyer held the title of Vice
President with Gemini Financial Holdings (an equipment leasing
company) from September 1991 to February 1993. Mr. Kohlmeyer has
a B.B.A. degree from Texas Christian University.
David W. Parr, 39, became Vice President and General Counsel of
the General Partner in September of 1996 and is the Assistant
Secretary of the Dealer Manager. Prior to joining ICON, Mr. Parr
was Vice President, Clerk and General Counsel of Chancellor
Corporation (an equipment leasing company) from June of 1990 to
September of 1996. Mr. Parr served as Vice President and
Associate General Counsel of American Finance Group, Inc. (an
equipment leasing company) from December of 1986 through June of
1990 and previously counseled leasing companies as an attorney
with the law firm Widett, Slater & Goldman, P.C. from 1983
through 1986. Mr. Parr received a B.A. from Trinity College, a
J.D. degree from Syracuse University and a LL.M. degree, in
taxation, from Boston University.
Neil A. Roberts, 48, was elected the Chairman of the Board of
Directors of the General Partner and the Dealer Manager in August
of 1996. He has been the Managing Director of Summit Asset
Management Limited, a subsidiary of The Summit Group PLC, since
1991. Prior to his present position, Mr. Roberts held the
position of Chairman of Chart Associates Limited from June 1991
through November 1991. Mr. Roberts was the Managing Director of
Parc International Limited (an equipment leasing company) from
April 1988 through June 1991 prior to which he was the Managing
Director of Concord Leasing Limited (an equipment leasing
company) for four years. In 1984, he was appointed Managing
Director of Hong Kong and Shanghai Banking Corporation's UK
leasing subsidiary. Mr. Roberts qualified at the Institute of
Chartered Secretaries and Administrators, subsequently being
elected a Fellow in 1979 and has over 20 years of senior
management experience in the banking and leasing industries both
in the UK and internationally.
<PAGE>
Timothy R. Spring, 38, was appointed Director of the General
Partner and the Dealer Manager in August of 1996. He also has
been the Commercial Director of Summit Asset Management Limited,
a subsidiary of The Summit Group PLC, since February 1993. For
the period from May 1989 through January 1992 Mr. Spring was the
Commercial Director of Parc Limited (an equipment leasing
company) prior to which he served as the Technical Manager of
Concord Leasing Limited (an equipment leasing company) from July
1984 through April 1989.
Affiliates of the General Partner
ICON Securities Corp.
ICON Securities Corp., (the "Dealer-Manager"), is a New York
corporation and a wholly owned subsidiary of ICON Holdings
Corp., which was formed in 1982 to manage the equity sales for
investor programs sponsored by its Affiliates. The
Dealer-Manager is registered with the U.S. Securities and
Exchange Commission and is a member of the National Association
of Securities Dealers, Inc. and the Securities Investor
Protection Corporation. ICON Securities Corp. will act as the
Dealer-Manager of the Offering."
RELATED CHANGES TO PROSPECTUS AS A RESULT OF CHANGE IN MANAGEMENT
The material in the first paragraph under the heading "OTHER
OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES - Prior Non Public
Programs", on page 43 of the Prospectus should be deleted because the
entities these materials describe are no longer Affiliates of the
General Partner.
The material under the heading "CERTAIN RELATIONSHIPS WITH THE
PARTNERSHIP", on page 44 of the Prospectus should be replaced in its
entirety with the following:
"The following diagram shows the relationship of the
Partnership and the General Partner with certain Affiliates of
the General Partner. The solid lines indicate common ownership
and the broken lines certain contractual relationships. All of
the entities shown below are corporations except as otherwise
indicated.
ICON Securities ICON Capital Corp.
Corp. _____________________("General Partner")
(the (100% of the
"Dealer-Manager") outstanding
(100% of the securities of the
outstanding General Partner is
securities of the owned by ICON
Dealer-Manager is Holdings Corp.
owned by ICON
Holdings Corp.
| |
| ICON Cash FlowPartners L.P. |
|-----------------------Seven-(the "Partnership") ---------------|"
The second paragraph under the heading "INVESTMENT OBJECTIVES AND
POLICIES - Credit Review Procedures", on page 48 of the Prospectus
which describe the role and nature of the Credit Committee, are revised
to reflect the expansion of that Committee from four persons to five
persons and to identify the current members of the Committee.
Accordingly, the second paragraph on page 48 of the Prospectus should
be considered replaced in its entirety by the following:
"The General Partner has established a Credit Committee, which
has set, and may from time to time revise, standards and
procedures for the review and approval of potential Leases and
Financing Transactions by the credit department of the General
Partner (including, without limitation, the determination whether
any Person qualifies as a Creditworthy Lessee or a Creditworthy
User). The Credit Committee will be responsible for supervising
the day-to-day work of the credit department and approving
significant individual transactions or portfolio purchases as
well as transactions which vary from standard credit criteria and
policies. The Credit Committee will, at all times, consist of
five persons designated by the General Partner. It is
anticipated that all five persons comprising the Credit Committee
will be and will continue to be officers and employees of the
General Partner or an Affiliate of the General Partner. Action
by the Credit Committee shall be determined by a majority and a
report of any action taken thereby shall promptly be delivered to
the General Partner. As of the date of this Prospectus, the
members of the Credit Committee are Beaufort J. B. Clarke, Thomas
W. Martin, Robert Kohlmeyer , Neil A. Roberts and Timothy R.
Spring."
<PAGE>
UPDATE OF THE PRIOR PERFORMANCE OF THE PRIOR PUBLIC PROGRAMS
The section of the Prospectus on Page 41-43 under the heading, "OTHER
OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES-Prior Public
Programs" is amended by deleting the entire section and replacing it
with the following paragraphs:
"Prior Public Programs
The General Partner was formed in 1985 to finance and lease
equipment, and sponsor and act as the general partner for
publicly offered, income-oriented equipment leasing limited
partnerships. In addition to the Partnership, the General
Partner is the general partner of ICON Cash Flow Partners, L.P.,
Series A ("Series A"), ICON Cash Flow Partners, L.P., Series B
("Series B"), ICON Cash Flow Partners, L.P., Series C ("Series
C"), ICON Cash Flow Partners, L.P., Series D ("Series D"), ICON
Cash Flow Partners, L.P., Series E ("Series E") and ICON Cash
Flow Partners L.P. Six ("L.P. Six") which, together with Series
A, Series B, Series C, Series D and Series E is referred to
collectively as the "Prior Public Programs"). The Prior Public
Programs were (or are in the case of L.P. Six) also
publicly-offered and income-oriented equipment leasing limited
partnerships with objectives similar to the Partnership. The
General Partner and its Affiliates have also engaged in the past
and may in the future engage, to a limited extent, in the
business of brokering equipment leasing or financing transactions
which do not meet the investment criteria established by the
General Partner and the Prior Public Programs (such as
creditworthiness, equipment types, excess transaction size or
concentration by lessee, location or industry).
In addition, until 1985 Affiliates of the General Partner were
engaged in the business of originating privately-offered real
estate investment and equipment leasing programs which they
continue to manage primarily for the benefit of non-Affiliated
parties.
As of February 1, 1989 (the final date for admission of its
limited partners), Series A had held twelve closings beginning
May 6, 1988 and ending January 8, 1989, and had received a total
of $2,504,500 in limited partner capital contributions from 222
investors. As of November 16, 1990 (the final date for admission
of its limited partners), Series B had held twenty-seven closings
beginning September 22, 1989 and ending on November 16, 1990
following which a total of 1,742 investors, holding limited
partnership interests equal to the entire $20,000,000 offering of
such partnership, were admitted as limited partners in the Series
B partnership. As of June 20, 1991 (the final date for admission
of its limited partners), Series C had held thirteen closings
beginning January 3, 1991 and ending on June 20, 1991 following
which a total of 1,732 investors, holding limited partnership
interests equal to the entire $20,000,000 offering of such
partnership, were admitted as limited partners in the Series C
partnership. As of June 5, 1992 (the final date for admission of
its limited partners), Series D had held nineteen closings
beginning September 13, 1991 and ending on June 5, 1992,
following which a total of 3,054 investors, holding limited
partnership interests equal to the entire $40,000,000 offering of
such partnership, were admitted as limited partners in the Series
D partnership. As of August 6, 1993, Series E had held 27
closings beginning July 6, 1992 and including August 6, 1993,
following which a total of 3,738 investors which had subscribed
for units in such partnership through July 31, 1993 (the
termination date of Series E's offering period) and which held
limited partnership interests equal to $61,041,150 out of the
original $80,000,000 offering which was registered had been
admitted as Limited Partners to the Series E partnership. As of
November 8, 1995, L.P. Six had held 41 closings beginning March
31, 1994 and including November 8, 1995, following which a total
of 2,272 Limited Partners (exclusive of the Initial Limited
Partner) with total subscriptions for 383,857.12 Units
($38,385,712) out of the original $120,000,000 offering which was
registered had been admitted to the Partnership. See Exhibit B
to this Supplement--TABLE I. "EXPERIENCE IN RAISING AND INVESTING
FUNDS."
The Prior Public Programs are all actively engaged in the
ownership and operation of Leases and Financing Transactions. As
of March 31, 1996, the Prior Public Programs had originated or
acquired investments (stated in terms of their respective
original acquisition costs) as follows: Series A had acquired a
total of $6,033,973 of leased equipment (by original cost),
$1,527,488 of financing transactions (by original cost) and total
investments of $7,561,461 (by original cost). Series B had
acquired a total of $61,423,473 leased equipment, $3,703,510 of
<PAGE>
financing transactions and total investments of $65,126,983;
Series C had acquired a total of $71,832,630 of leased equipment,
$2,875,838 of financing transactions and total investments of
$68,956,792; Series D had acquired a total of $102,627,122 of
leased equipment, $7,860,332 of financing transactions and total
investments of $110,487,454; Series E had acquired a total of
$197,736,209 of leased equipment, $13,959,456 of financing
transactions and total investments of $183,776,753; and L.P. Six
had acquired a total of $110,929,234 of leased equipment,
$8,640,184 of financing transactions and total investments of
$119,569,418.
As of March 31, 1996, Series A had equipment under management
(by original cost of investment acquired less the total original
cost of assets sold) consisting of $577,131 of leases and
$702,404 of financing transactions which represents 45% and 55%
of the original cost of investments acquired, respectively.
Series B had equipment under management (by original cost of
investment acquired less the total original cost of assets sold)
consisting of $5,497,632 of leases and $356,290 of financing
transactions which represents 94% and 6% of the original cost of
investments acquired, respectively, Series C had equipment under
management (determined as above) consisting of $13,038,692 of
leases and $1,793,644 of financing transactions which represents
88% and 12% of the original cost of investments acquired,
respectively, Series D had equipment under management (determined
as above) consisting of $56,255,140 of leases and $4,430,439 of
financing transactions which represents 93% and 7% of the
original cost of investments acquired, respectively, Series E had
equipment under management (determined as above) consisting of
$120,343,154 of leases and $11,359,773 of financing transactions
which represents 91% and 9% of the original cost of investments
acquired, respectively and L.P. Six had equipment under
management (determined as above) consisting of $107,512,155 of
leases and $9,702,698 of financing transactions which represents
92% and 8% of the original cost of investments acquired,
respectively.
The percentages and amounts of cash distributions which
represented investment income (after deductions for depreciation
and amortization of initial direct costs of its investments) and
a return of capital (corresponding to a portion of the
depreciation deductions for the related equipment) for Series A
through L.P. Six for each year from their respective dates of
formation through March 31, 1996 are included in TABLE III of
Exhibit B hereto ("Operating Results of Prior Public Programs").
Certain additional investment information concerning such
Programs as of March 31, 1996 is also included in Tables I, II
and V of Exhibit B and in Table VI to the Registration Statement,
as amended, of which this Prospectus is a part.
Three of the Prior Public Programs, Series A, Series B and
Series C experienced unexpected losses in 1991-1992 as shown on
TABLE III. Series A experienced losses of $133,569 in 1992
primarily related to the bankruptcy of Richmond Gordman Stores,
Inc. Series B established a provision for bad debts in 1991 of
$1,260,999 primarily relating to defaults by guarantors under
asset purchase contracts and, in addition, wrote down its
investment in equipment leases related to Financial News Network,
Inc. and Data Broadcasting Services, Inc. by $148,983 as a result
of reported lessee fraud by those companies and their eventual
bankruptcy. In 1992, Series B wrote down its residual positions
by $506,690, $138,218 of which was related to the bankruptcy of
Richmond Gordman Stores, Inc. and $368,472 of which was related
to rapid obsolescence of equipment due to unexpected withdrawal
of software support by the manufacturer. Series C wrote-down its
residual position in 1992 by $1,412,365 relating to the
bankruptcy of PharMor, Inc. which involved the reported
misappropriation of funds by the management of such company and
the overstatement of inventory on its audited financial
statements. The Sponsor has taken certain steps which it
believes will permit Series A, Series B and Series C to recover
such losses, including the following: (1) foregone Administrative
Expense reimbursements for the period July 1, 1991 through
September 30, 1993, to which it was otherwise entitled in the
amount of $34,961 (Series A), $697,463 (Series B) and $859,961
(Series C); (2) reduced the annual cash distribution rate to 9%
effective September 1, 1993 for Series A, B and C to make
available additional funds for supplemental reinvestments for
each of such Programs; (3) deferred the Sponsor's receipt of
management fees effective September 1, 1993 (which deferrals for
the period September 1, 1993 through June 30, 1995 amount to
$28,812 (Series A), $315,408 (Series B) and $428,503 (Series C));
(4) effective January 1, 1994 reduced the management fees which
Series A, Series B and Series C each pays to the Sponsor to a
flat rate of 2% and effective January 1, 1995 further reduced the
management fees which Series A pays to the Sponsor to a flat rate
of 1%, which fee reductions have resulted in decreases in
expenses to such Programs for the period January 1, 1994 to June
30, 1995 of $17,198 (Series A), $262,310 (Series B) and $325,766
(Series C); (5) effective January 31, 1994, converted the
variable rate borrowing facilities of Series A, B and C to fixed
rate, term loan financings in the original principal amounts of
<PAGE>
$720,000, $1,600,000 and $1,500,000, respectively, to eliminate
interest rate risk on the related portions of such Programs'
portfolios; (6) effective January 31, 1995, amended the
partnership agreement of Series A, by vote of a majority of its
limited partners to (a) extend the reinvestment period of Series
A by not less than 2 nor more than 4 years, (b) authorize loans
by the Sponsor to Series A under certain conditions for a term in
excess of twelve months and up to $250,000, and (c) (as noted in
clause (4), above) decrease the rate of management fees payable
by Series A to the Sponsor to a flat 1% of gross revenues from
all of its leases and financing transactions (pursuant to the
amendments, the Sponsor, in February and March 1995, lent $75,000
and $100,000, respectively, to Series A); and (7) effective
November 15, 1995, amended the Partnership Agreement of Series B,
by vote of a majority of its Limited Partners to (a) extend the
reinvestment period of Series B for up to four additional years
and thereby delay the start and end of the liquidation period,
and (b) eliminate the obligation of Series B to pay the General
Partner $391,000 of the $518,000 of past and anticipated
Management Fees, and (c) limit past Management Fees payable by
Series B to $127,000 and require the General Partner to
immediately pay such amount to Series B as an additional capital
contribution. The Sponsor subsequently elected to write off such
loans as of March 31, 1995 (see Note (4) of the Consolidated
Financial Statements of the Sponsor appearing on Page 119 of this
Prospectus). There can be no assurance that the forgoing steps
will be successful in recovering the full amount of the losses of
Series A, Series B and Series C which are described in this
paragraph. To the extent such efforts are not successful and, as
a result, Series A, Series B or Series C do not earn sufficient
amounts through their respective remaining periods of operations
to recoup such losses, any of such Programs so effected would not
be able to return all of its respective investors' capital.
Please see Exhibit B to this Master Supplement, "Prior
Performance Tables", for additional information concerning the
Prior Public Programs and to update the information on pages B-1
to B-32 of the Prospectus.
The General Partner hereby agrees that it will provide the most
recent Form 10-K for any of the Prior Public Programs, upon
written request (with no fee but with reimbursement of its actual
out of pocket costs and expenses of copying and mailing such Form
10-K) and provide copies of the exhibits to such Form 10-K for a
reasonable fee and with reimbursement of its actual out of pocket
costs and expenses of copying and mailing such exhibits to such
Form 10-K."
Management's Discussion of Financial Condition--Liquidity and
Capital Resources
The material on page 79 of the Prospectus under the heading
"MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION--Liquidity and Capital
Resources", is updated by deleting the entire section and replacing it
with the following:
"The Partnership began its operations upon the Initial Closing
Date of January 19, 1996 with limited funds. Following
completion of the Minimum Offering of 12,000 Units, the
proceeds of Units sold to Limited Partners admitted at the
Initial Closing were released to the Partnership from the
Escrow Account (and at subsequent Closings, from the
Partnership's subscription account), and applied to the payment
or reimbursement of Underwriting Fees, Sales Commissions and
the O & O Expense Allowance, leaving estimated Net Offering
Proceeds available in the amount of approximately 86.5% of the
Gross Offering Proceeds for investment in Equipment and
Financing Transactions and payment of Acquisition Fees (unless
Commission Loans equal to 8.0% of Gross Offering Proceeds are
obtained at such Closing(s), in which case Net Offering
Proceeds and Commission Loan proceeds totaling approximately
94.5% of Gross Offering Proceeds would be available for such
purposes). As of September 30, 1997, $40,676,646 of net
offering proceeds (after payment of Sales Commissions,
Underwriting Fees and O & O Expense Allowance totaling
$6,348,379--or 13.5% of Gross Offering Proceeds) available to
the Partnership for investment in equipment and financing
transactions and payment of acquisition fees. As of September
30, 1997, the Partnership has invested $36,604,901, or 90% of
such net offering proceeds. The Partnership plans to continue
to raise funds from investors by means of this Offering, and
then to use approximately 75% of Gross Offering Proceeds
(inclusive of 1% of such proceeds to established as a Reserve)
together with indebtedness in at least an equal amount to
invest in Equipment and Financing Transactions. That is, the
Partnership's total Purchase Price (exclusive of Acquisition
Fees) of Equipment and Financing Transactions is expected to
average approximately 150.0% of Gross Offering Proceeds
(although as much as 415.0% of Gross Offering Proceeds could be
invested using the maximum permitted leverage of 80%). (See
"SOURCES AND USES OF OFFERING PROCEEDS AND RELATED
INDEBTEDNESS").
Pending investment in Equipment and Financing Transactions,
the Net Offering Proceeds of this Offering is held in
short-term, liquid investments. The Partnership has and will
continue to establish a working capital reserve (the "Reserve")
of approximately 1% of the Gross Offering Proceeds, which
amount the General Partner believes should be sufficient to
satisfy the Partnership's general liquidity requirements.
However, liquidity could be adversely affected by unanticipated
operating costs or losses. To the extent that the Reserve is
insufficient to satisfy future cash requirements of the
<PAGE>
Partnership, the General Partner expects that additional funds
would be obtained from bank loans, short-term loans from the
General Partner, and Cash from Sales of Equipment and Financing
Transactions.
The Partnership's funds available for Investments and to meet
its capital needs are expected to undergo major fluctuations
during the initial period of operations of up to twenty-four
(24) months while this Offering is proceeding and during the
period (expected to be completed no later than six (6) months
thereafter) which the Partnership's funds are being invested in
Equipment and Financing Transactions. During the balance of
its operating period, except for infusions of Cash From
Operations and Cash From Sales and reinvestment of such funds
in additional Equipment and Financing Transactions, the capital
needs and resources of the Partnership are expected to be
relatively stable. For information concerning the anticipated
use of proceeds from the sale of Units, see "SOURCES AND USES
OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS" and
"INVESTMENT OBJECTIVES AND POLICIES"."
Management's Discussion of Financial Condition -- Operations
The material on page 79 of the Prospectus under the heading
"MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION--Operations", is
updated by deleting the first paragraph in its entirety and replacing
it with the following:
"The Partnership was formed in May 1995 and commenced
operations on January 19, 1996. During this period commencing
with the Initial Closing Date and continuing throughout the
Reinvestment Period, the Partnership has been and will be in
active operation. The operations of the Partnership will
consist primarily of the ownership and leasing of the Equipment
and to a lesser degree, making and managing the Financing
Transactions. See "INVESTMENT OBJECTIVES AND POLICIES"."
Please see Exhibit C to this Master Supplement, "ICON Cash Flow
Partners L.P. Seven Equipment Acquisitions", for information
concerning the status of equipment acquisitions by the
Partnership.
As described on pages 93-95 of the Prospectus under the heading
"INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION
PROCEDURES", the Partnership has established certain minimum net worth
and/or income standards and minimum investment requirements that
generally must be met by all investors. However, as described in that
section, certain states require different standards for investors in
such states. Most of the states that have special standards are listed
on pages 93-95 along with a special description of their particular
standard. Investors should be aware that investors in the states of
Massachusetts and Minnesota must meet standards that differ from those
described on page 94 of the Prospectus, instead such investors must
have either (a) annual gross income of $60,000 plus a net worth
(determined exclusive of the net fair market value of (a) his or her
home, (b) home furnishings and (c) personal automobiles) of $60,000 or
(b) a net worth (determined as above) of at least $225,000. In
addition, investors in the State of California must have (I) both (A) a
net worth of not less than $45,000 (determined as above) and (B)
$45,000 of annual gross income; or (ii) a net worth of at least
$150,000 (determined as above).
In addition to the foregoing, the minimum investment required has
been revised in certain states so that the material on pages 93-94
under the heading "INVESTOR SUITABILITY AND MINIMUM INVESTMENT
REQUIREMENTS; SUBSCRIPTION PROCEDURES--State Requirements Concerning
Minimum Investor Net Worth/Income--Minimum Investment" section, is
amended by deleting the paragraph in its entirety and replacing it with
the following:
"Minimum Investment. All Investors other than Qualified Plans and
IRAs: The minimum number of Units an investor may purchase is 25 Units
(other than residents of Nebraska, for whom the minimum investment is
50 Units). Qualified Plans and IRAs: The minimum number of Units
which a Qualified Plan or an IRA may purchase is 10 Units (except for
Qualified Plans and IRAs established by residents of the following
states: Arizona, Indiana, Maine, Massachusetts, Michigan, Minnesota,
Mississippi, Missouri, New Mexico, North Carolina, Oklahoma,
Pennsylvania, South Dakota, Tennessee, Texas and Washington (for which
the minimum investment is 20 Units) and Iowa (for which the minimum IRA
account investment is 25 Units))."
REVISIONS TO THE PARTNERSHIP AGREEMENT
Following the Effective Date, November 9, 1995, additional comments
were received from the securities administrators of certain states
which had not completed their review and/or had not cleared the
<PAGE>
registration of the Partnership's Offering concurrently with the
Effective Date. These additional comments resulted in a change to
Section 5.3(h) of the Partnership Agreement to give Massachusetts
investors the right to rescind a subscription during the five (5)
business day period following his or her receipt of a copy of the
Prospectus. These additional comments also resulted in revisions to
the language in paragraphs (c) and (d) of Section 12.2 make the
language in that section more closely follow the exact wording the
NASAA Guidelines (a guideline many state securities administrators
refer to in reviewing a registration application), the General Partner
does not believe the changes materially alter the rights of the Limited
Partners or the duties of the General Partner with regard to such
matters. In light of these changes, in addition to the changes
discussed in the "STATUS OF THE OFFERING", the Third Amended and
Restated Agreement of Limited Partnership which appears as Exhibit A to
the Prospectus is amended as follows:
Page A-6, Section 5.3(h) "PARTNERS AND CAPITAL--Limited Partners" is
amended by adding the following sentence to the end of such section:
"Any subscriber who is a resident of the Commonwealth of
Massachusetts and who has been admitted as a Limited Partner of
the Partnership within five (5) business days following the date
he or she receives a copy of the Prospectus (as evidenced by his
or her signature on the Subscription Agreement or a separate
receipt for the Prospectus) may, by giving written notice to the
General Partner or Dealer-Manager within such five (5) day
period, rescind his or her subscription and shall receive a
prompt refund of his or her subscription plus simple interest at
8% per annum from the date such subscription was received by the
Partnership until returned to such subscriber less distributions,
if any, made to such subscriber from the Escrow Account and the
Partnership."
Page A-29 to A-30, Section 12.2(c) and (d) "FISCAL MATTERS--Maintenance
of and Access to Basic Partnership Documents" is amended by deleting
those sections in their entirety and replacing them with the following:
(c) A copy of the Participant List shall be mailed to any
Limited Partner making written request for the Participant List
within ten (10) days of such request (or, if later, within seven
(7) days of the Partnership's receipt of such request); provided
that the General Partner may request, and shall be entitled to
first receive, (i) reimbursement of the reasonable cost of
copying and mailing of the Participant List to the Limited
Partner, and (ii) a representation from such Limited Partner that
the Participant List is not being requested for a commercial
purpose unrelated to such Limited Partner's interest as a Limited
Partner relative to the affairs of the Partnership. The purposes
for which a Limited Partner may request a copy of the Participant
List include, without limitation, matters relating to the Limited
Partners' voting rights under this Agreement and the exercise of
Limited Partners' proxy rights under federal or state securities
laws.
(d) If the General Partner refuses or neglects to (i) permit a
Limited Partner or his duly authorized representative to examine
the Participant List (as provided in Paragraph (b) of this
Section 12.2) or (ii) produce and mail a copy of the Participant
List within ten (10) days after such request (or, if later,
within seven (7) days of the Partnership's receipt of the
applicable Limited Partner's written request) (as provided in
Paragraph (c) of this Section 12.2), the General Partner shall be
liable to such Limited Partner for the costs, including
attorneys' fees, incurred by such Limited Partner to compel
production of the Participant List, and for the actual damages
suffered by such Limited Partner by reason of such refusal or
neglect; provided, that it shall be a defense to liability under
this clause (d) that (x) the requesting Limited Partner has
failed or refused to make the representation described in clause
(c)(ii) of this Section 12.2 after being requested to do so by
the General Partner or (y) the actual purpose and reason for such
Limited Partner's requests for inspection or for a copy of the
Participant List is to secure such List for the purpose of (1)
selling, or reproducing and selling, such List or any portion of
the information contained therein, or (2) using such List or any
of such information for a commercial purpose other than in the
interest of the Limited Partner relative to the affairs of the
Partnership. The remedies provided under this Section 12.2 to
Limited Partners requesting copies of the Participant List are in
addition to, and shall not in any way limit, other remedies
available to Limited Partners under federal law or the laws of
any state.
UPDATE OF FINANCIALS OF SPONSOR AND PARTNERSHIP
The audited financial statements of ICON Cash Flow Partners L.P.
Seven as of December 31, 1996 and 1995 and for the year ended December
31, 1996 and the period May 23, 1995 (date of inception) to December
31, 1995, the unaudited financial statements of ICON Cash Flow Partners
L.P. Seven as of March 31, 1997 and for the three months ended March
31, 1997 and 1996, and the audited financial statements of ICON Capital
Corp. as of March 31, 1997 and 1996 and for each of the years then
ended are included as Exhibit A to this Master Supplement in order to
<PAGE>
update the similar information set forth on pages 101 to 123 of the
Prospectus. Notwithstanding the inclusion of the General Partner's
financial statements, purchasers of the Units offered hereby should be
aware that they are not thereby purchasing an interest in ICON Capital
Corp. or in any of its Affiliates or in any Prior Public Program.
EXPERTS
The audited financial statements of ICON Cash Flow Partners L.P.
Seven as of December 31, 1996 and 1995 and for the year ended December
31, 1996 and the period May 23, 1995 (date of inception) to December
31, 1995, and the audited financial statements of ICON Capital Corp. as
of March 31, 1997 and 1996 and for each of the years then ended, have
been included in this Master Supplement in reliance upon the reports of
KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, upon the authority of said firm as experts
in accounting and auditing.
MISCELLANEOUS UPDATES
Federal Income Tax Update
The following update to the disclosure under the caption "FEDERAL
INCOME TAX CONSEQUENCES" in the Prospectus, was included in Cumulative
Supplement No. 2 dated July 26, 1996 ("Supplement No. 2") to the
Prospectus and has not been further updated since that time.
Page 60, "FEDERAL INCOME TAX CONSEQUENCES--Opinion of Tax Counsel"
section, is amended by deleting the last paragraph of such section and
replacing it with the following:
"As of the date of the opinion of Tax Counsel, no Equipment had
been acquired by the Partnership. Therefore, it was impossible
at that time to opine on the application of the tax law to the
specific facts which would exist when a particular item of
Equipment was acquired and placed under lease. The issues on
which Tax Counsel declined to express an opinion, and the likely
adverse federal income tax consequences resulting from an
unfavorable resolution of any of those issues, are set forth
below in the following subsections of this Section: "--
Allocations of Profits and Losses," "-- Tax Treatment of the
Leases," "-- Cost Recovery," and "-- Limitations on Cost Recovery
Deductions.""
Page 60-61, "FEDERAL INCOME TAX CONSEQUENCES--Classification as a
Partnership" section, is amended by deleting the entire section and
replacing it with the following:
"The Partnership has not applied, and does not intend to apply,
for a ruling from the Service that it will be classified as a
partnership and will not be treated as an association taxable as
a corporation for federal income tax purposes.
The Partnership has received an opinion of Tax Counsel that,
under current federal income tax laws, case law and
administrative regulations and published rulings, the Partnership
will be classified as a partnership and not as an association
taxable as a corporation. Unlike a tax ruling, however, an
opinion of Tax Counsel has no binding effect on the Service or
official status of any kind, and no assurance can be given that
the conclusions reached in the opinion would be sustained by a
court if contested by the Service. In the absence of a tax
ruling, there can be no assurance that the Service will not
attempt to treat the Partnership as an association taxable as a
corporation.
The opinion of Tax Counsel was based, in part, on representations
of the General Partner to the effect that: (1) the Partnership
had been organized and would be operated in substantial
compliance with applicable state statutes concerning limited
partnerships, (2) the General Partner had and would maintain
throughout the life of the Partnership a net worth (not including
its interests in the Partnership or in other partnerships in
which it is a general partner) at all times equal to at least
$1,000,000, (3) the Partnership's activities would be conducted
in accordance with the provisions of the Partnership Agreement;
(4) the interest of the General Partner in each material item of
Partnership income, gain, loss, deduction or credit would be
equal to at least one percent of each such item, except for
temporary allocations, if any, required under Section 704(b) or
(c) of the Code; and (5) neither the General Partner nor any
person or group of persons who has a direct or indirect interest
in the General Partner (by reason of direct or indirect stock
ownership, a creditor-debtor relationship or an employer-employee
relationship, or otherwise) would at any time own, individually
or in the aggregate, more than one percent of the Units in the
Partnership.
For purposes of issuing advance rulings as to the tax status of a
limited partnership that has a corporation as its sole general
partner, the Service has set forth certain guidelines, including
a net worth requirement for the general partner. The General
Partner did not at the time of the opinion of Tax Counsel and
currently does not satisfy the Service's net worth requirement
<PAGE>
for an advance ruling. Accordingly, the Partnership would be
unable to obtain an advance ruling that it will be classified as
a partnership for federal income tax purposes. The Partnership's
inability to satisfy the Service's advance ruling guidelines did
not affect Tax Counsel's opinion as to the classification of the
Partnership as a partnership for federal income tax purposes.
On May 10, 1996, the Service issued proposed regulations which
would provide a simplified elective regime for classifying
certain business organizations as partnerships or as associations
taxable as a corporation. Under these simplified rules, an
entity such as the Partnership will be deemed to constitute a
partnership for federal income tax purposes unless it files an
election to be treated otherwise. Although these regulations are
proposed to be effective only for periods beginning on or after
the date that final regulations are published, they contain a
transitional rule which provides that an existing entity's
claimed classification under the current rules will be respected
for all periods prior to this effective date if (i) the entity
had a reasonable basis for its claimed classification, (ii) the
entity claimed the same classification for all prior periods, and
(iii) neither the entity nor any member was notified in writing
on or before May 8, 1996 that the entity's classification is
under examination. The Partnership believes that it has a
reasonable basis for its claimed partnership classification for
federal income tax purposes, and has consistently claimed the
same classification for all periods of its existence. Further,
the Partnership has not been notified that such classification is
under examination, and is not aware of any of the Partners having
received such notice. Accordingly, it appears that this
transitional rule, if ultimately adopted in final regulation
form, will apply to the Partnership.
If the Partnership is or at any time hereafter becomes taxable as
a corporation, it would be subject to federal income tax at the
tax rates and under the rules applicable to corporations
generally. The major consequences of being treated as a
corporation would be that Partnership losses would not be passed
through to the Partners, and Partnership income could be subject
to double tax. Corporations are required to pay federal income
taxes on their taxable income and corporate distributions are
taxable to investors at ordinary income tax rates to the extent
of the corporation's earnings and profits and are not deductible
by the corporation in computing its taxable income. If the
Partnership at any time is taxable as a corporation, and
particularly should that occur retroactively, the effects of
corporate taxation could have a substantial adverse effect on the
after-tax investment return of investors. Furthermore, a change
in the tax status of the Partnership from a partnership to an
association taxable as a corporation would be treated by the
Service as involving an exchange. Such an exchange may give rise
to tax liabilities for the Limited Partners under certain
circumstances (e.g., if the Partnership's debt exceeds the tax
basis of the Partnership's assets at the time of such exchange)
even though they might not receive cash distributions from the
Partnership to cover such tax liabilities."
Page 61-62, "FEDERAL INCOME TAX CONSEQUENCES--Publicly Traded
Partnerships" section, is amended by deleting the entire section and
replacing it with the following:
"Certain limited partnerships may be classified as publicly
traded partnerships ("PTPs"). If a partnership is classified as
a PTP (either at inception or as a result of subsequent events)
and derives less than 90% of its gross income from qualified
sources (such as interest and dividends, rents from real property
and gains from the sale of real property) it will be taxed as a
corporation. A PTP is defined as any partnership in which
interests are traded on an established securities market or are
readily tradeable on a secondary market or the substantial
equivalent of such market. Units in the Partnership are not
currently traded on an established securities market (and the
General Partner does not intend to list the Units on any such
market). Units are also not readily tradeable on a secondary
market nor are they expected to be in the future. Therefore, the
Partnership will be a PTP only if the Units become "readily
tradeable on the substantial equivalent of a secondary market."
Limited partnership interests may be "readily tradeable" if they
are regularly quoted by persons who are making a market in the
interests or if prospective buyers and sellers of the interests
have a readily available, regular and ongoing opportunity to buy,
sell or exchange interests in a market that is publicly
available, in a time frame which would be provided by a market
maker, and in a manner which is comparable, economically, to
trading on an established securities market. Limited partnership
interests are not "readily tradeable" merely because a general
partner provides information to partners regarding partners'
desires to buy or sell interests to each other or if it arranges
occasional transfers between partners.
The Service has provided certain safe harbor tests relating to
PTP status in Internal Revenue Service Notice 88-75. If the
<PAGE>
trading of interests in a partnership falls into one of the safe
harbor tests, then interests in the partnership will not be
considered to be traded on a substantial equivalent of a
secondary market and the partnership will not be treated as a
PTP. Safe harbor tests include the "5% safe harbor" test and the
"2% safe harbor" test. A partnership satisfies the "5% safe
harbor" test if the partnership interests that are sold or
otherwise disposed of during the taxable year do not exceed 5% of
the total interests in partnership capital or profits. Certain
transfers ("Excluded Transfers") are disregarded for the purpose
of determining whether interests in a partnership are to be
considered readily tradeable on a secondary market or the
substantial equivalent thereof and are therefore excluded from
the "5% safe harbor" test, including transfers at death,
transfers between certain family members and block transfers
(i.e., transfers by a single partner within a 30-day period of
interests representing in the aggregate more than 5% of the total
interests in partnership capital or profits). In the case of the
"2% safe harbor" test, annual transfers of interests may not
exceed 2% of the total partnership capital or profits. In
addition to Excluded Transfers, for the "2% safe harbor" test,
transfers pursuant to a "matching service" are not counted.
"Matching service" transfers include (1) a notice to potential
buyers of the availability of partnership interests if the sale
of such interest is delayed at least 15 days after the date the
matching service is advised of such availability (the "contact
date"); (2) closing of a sale does not occur prior to 45 days
after the contact date; (3) information relating to interests
for sale is removed from the matching service within 120 days
after the contact date; (4) once removed, an investor's interest
is not re-entered into the matching service for at least 60 days;
and (5) the total partnership interests sold or disposed of
(other than Excluded Transfers) during the taxable year do not
exceed 10% of the total interests in partnership capital and
profits. A failure to satisfy one of the specified safe harbor
tests does not give rise to a presumption that interests are
readily tradeable on a secondary market or the substantial
equivalent thereof.
On November 29, 1995, the Service issued final regulations
relating to the definition of a PTP which would (1) modify the
safe harbor tests relating to PTP status which are contained in
Internal Revenue Service Notice 88-75 and (2) provide other
guidance on the circumstances under which interests in a
partnership will be treated as publicly traded. Although these
regulations are generally effective for taxable years beginning
after December 31, 1995, this effective date is postponed for
partnerships, such as the Partnership, that were actively engaged
in an activity before December 4, 1995 to the partnership's first
taxable year beginning after December 31, 2005 (or, if earlier,
the partnership's first taxable year beginning on or after it
adds a substantial new line of business after December 4, 1995).
Partnerships that qualify for this postponed effective date may
continue to rely on the provisions of Notice 88-75 for taxable
years prior to the effective date of the final regulations.
In lieu of the 5% and 2% safe harbors contained in Notice 88-75,
the final regulations provide a more limited de minimis trading
exclusion. The final regulations provide that interests in a
partnership are not readily tradable on a secondary market or the
substantial equivalent thereof if the sum of the percentage
interests in partnership capital or profits transferred during
the taxable year of the partnership does not exceed 2 percent of
the total interests in partnership capital or profits. Like
notice 88-75, the final regulations provide a list of excluded
transfers that are disregarded in determining whether interests
in a partnership are readily tradeable on a secondary market or
the substantial equivalent thereof and, thus, for the purpose of
applying this 2% safe harbor. In addition, the final regulations
contain a qualified matching service exclusion that is similar to
the matching service exclusion set forth in Notice 88-75 but
contain certain modifications designed to prevent a qualified
matching service from operating as the substantial equivalent of
a secondary market.
In the opinion of Tax Counsel, the Partnership will not be
treated as a PTP. For the purpose of this opinion, Tax Counsel
has received a representation from the General Partner that the
Units will not be listed on a securities exchange or NASDAQ and
that, acting in accordance with Section 10.2(c) of the
Partnership Agreement, the General Partner will refuse to permit
any assignment of Units which violates the "safe harbor" tests
described above. See "TRANSFER OF UNITS--Restrictions on the
Transfer of Units."
If the Partnership were classified as a PTP it would be treated
for federal income tax purposes as an association taxable as a
corporation unless 90% or more of its income were to come from
the "qualified sources" discussed above. The business of the
Partnership will be the leasing and financing of personal (not
real) property. Thus, its income would not be from such
qualified sources. The major consequences of being treated as a
corporation would be that Partnership losses would not be passed
through to the Partners, and Partnership income could be subject
to double tax. Corporations are required to pay federal income
taxes on their taxable income and corporate distributions are
<PAGE>
taxable to investors at ordinary income tax rates to the extent
of the corporation's earnings and profits and are not deductible
by the corporation in computing its taxable income. If the
Partnership at any time is taxable as a corporation, and
particularly should that occur retroactively, the effects of
corporate taxation could have a substantial adverse effect on the
after-tax investment return of investors. Furthermore, a change
in the tax status of the Partnership from a partnership to an
association taxable as a corporation would be treated by the
Service as involving an exchange. Such an exchange may give rise
to tax liabilities for the Limited Partners under certain
circumstances (e.g., if the Partnership's debt exceeds the tax
basis of the Partnership's assets at the time of such exchange)
even though they might not receive cash distributions from the
Partnership to cover such tax liabilities. See "--
Classification as a Partnership" and "-- Sale or Other
Disposition of Partnership Interest" in this Section."
Page 64, "FEDERAL INCOME TAX CONSEQUENCES--Allocations of Profits and
Losses" section, is amended by deleting the eighth paragraph in its
entirety and replacing it with the following:
"The tax benefits of investment in the Partnership are largely
dependent on the Service's acceptance of the allocations provided
under the Partnership Agreement. The allocations in the
Partnership Agreement are designed to have "substantial economic
effect." However, because the substantiality of an allocation
having economic effect depends in part on the interaction of such
allocation with the taxable income and losses of the Partners
derived from other sources, Tax Counsel could render no opinion
on whether the allocations of Partnership income, gain, loss,
deduction or credit (or items thereof) under the Partnership
Agreement will be recognized, and no assurance can be given that
the Service will not challenge those allocations on the ground
that they lack "substantial economic effect." If, upon audit,
the Service took the position that any of those allocations
should not be recognized and that position was sustained by the
courts, the Limited Partners could be taxed upon a portion of the
income allocated to the General Partner and all or part of the
deductions allocated to the Limited Partners could be disallowed."
Page 65, "FEDERAL INCOME TAX CONSEQUENCES--Deductibility of Losses:
Passive Losses, Tax Basis and "At Risk" Limitation--Tax Basis section,
is amended by deleting the first paragraph in its entirety and
replacing it with the following:
"A Limited Partner's initial tax basis in his Partnership
interest will be his capital contribution to the Partnership
(i.e., the price he paid for his Units) plus his share of
Partnership indebtedness as to which no Partner is personally
liable. His tax basis will then be increased (or decreased) by
his share of income (or loss) and by his share of any increase
(or decrease) of Partnership indebtedness as to which no Partner
is personally liable, and reduced by the amount of any cash
distributions. A Limited Partner may only deduct his allocable
share of Partnership losses, if any, to the extent of his basis
in his Partnership interest."
Page 68, "FEDERAL INCOME TAX CONSEQUENCES--Deferred Payment Leases"
section, is amended by deleting the second paragraph in its entirety
and replacing it with the following:
"On June 3, 1996, the Service issued proposed regulations under
Section 467 prescribing the manner in which these rules are to be
applied, and extending similar principles to situations involving
prepaid rentals and other situations where the amount paid under
a lease agreement for the use of property decreases during the
term of the agreement. These regulations are generally proposed
to be effective for rental agreements entered into after the date
such regulations are published as final regulations in the
Federal Register. With respect to disqualified leasebacks and
certain long-term agreements, however, the regulations are
currently proposed to be effective for rental agreements entered
into after June 3, 1996."
The Partnership may enter into transactions which will subject it
to these provisions. The application of such provisions could
result in a mismatching of income recognition by the Partnership
and corresponding cash flow."
Page 68, "FEDERAL INCOME TAX CONSEQUENCES--Sale or Other Disposition of
Partnership Property" section, is amended by deleting the first and
second paragraphs and replacing them with the following:
"An individual's net long-term capital gains are taxed at 28%
under current law while the maximum tax rate for ordinary income
is 39.6%. For corporations, the highest maximum tax rate for
both capital gains and ordinary income is 35%."
Because of the different individual tax rates for net long-term
capital gains and ordinary income, the Internal Revenue Code provides
various rules concerning the characterization of income as ordinary or
capital and for distinguishing between long-term and short-term gains
<PAGE>
and losses. The distinction between ordinary income and capital gains
continues to be relevant for other purposes as well. For example, the
amount of capital losses which an individual may offset against
ordinary income is limited to $3,000 ($1,500 in the case of a married
individual filing separately).
Page 72, "FEDERAL INCOME TAX CONSEQUENCES--Alternative Minimum Tax"
section, is amended by deleting the third paragraph of such section and
replacing it with the following:
"The principal "tax preference" items which must be added to
taxable income for AMT purposes include the following: (1) the
excess of depletion over the adjusted basis of the property at
the end of the year, (2) the excess of intangible drilling costs
over 65% of net oil and gas income, (3) the excess of the reserve
for bad debt deductions over the deduction that would have been
allowable based on actual experience and (4) private activity
bond interest."
Page 72-73, "FEDERAL INCOME TAX CONSEQUENCES--Maximum Individual Tax
Rates" section, is amended by deleting the paragraph in its entirety
and replacing it with the following:
"The federal income tax on individuals applies at a 15%, 28%, 31%
and 36% rate. In addition, the Code imposes a 10% surtax on
taxable income in excess of $250,000 ($125,000 for married
individuals filing separately), which raises the tax rate for
taxpayers in this bracket to 39.6%. The personal exemption,
which is $2,500 for 1996, is reduced by 2% for each $2,500 by
which an individual's adjusted gross income exceeds $150,000 for
joint returns, $125,000 for heads of household, $100,000 for
single taxpayers, and $75,000 for married persons filing
separately. An individual is required to reduce the amount of
certain of his otherwise allowable itemized deductions by 3% of
the excess of his adjusted gross income over $100,000 or $50,000
in the case of married taxpayers filing separately. The dollar
figures set forth in this paragraph are subject to appropriate
adjustment to reflect post-1991 inflation."
<PAGE>
EXHIBIT A
<PAGE>
Index to Financial Statements and General Partner's Discussion
and Analysis of Financial Condition and Results of Operations
ICON Cash Flow Partners L.P. Seven
Page
Consolidated Financial Statements - March 31, 1997
and December 31, 1996
Balance Sheets at March 31, 1997 and December 31, 1996 Statements
of
Operations for the Three Months Ended
March 31, 1997 and 1996
Statements of Changes in Partners' Equity for the Three Months Ended
March
31, 1997, the Year Ended December 31, 1996 and the Period May 23,
1995
(date of inception) to December 31, 1995
Statements of Cash Flows for the Three Months
Ended March 31, 1997 and 1996
Notes to Financial Statements
General Partner's Discussion and Analysis of Financial
Condition and Results of Operations
Consolidated Financial Statements - December 31, 1996 and 1995
Independent Auditors' Report
Balance Sheets at December 31, 1996 and 1995
Statements of Operations for the Year Ended
December 31, 1996 and the Period
May 23, 1995 (date of inception) to December 31, 1995 Statements
of
Changes in Partners' Equity for the Year
Ended December 31, 1996 and the Period May 23, 1995 (date of
inception)
to December 31, 1995
Statements of Cash Flow for the Year Ended December 31, 1996 and the
Period
May 23, 1995 (date of inception) to December 31, 1995
Notes to Financial Statements
General Partner's Discussion and Analysis of Financial
Condition and Results of Operations
ICON Capital Corp. and Subsidiaries
Financial Statements - March 31, 1997 and 1996
Independent Auditors' Report
Balance Sheets at March 31, 1997 and 1996
Statements of Income for the Years Ended
March 31, 1997 and 1996
Statements of Changes in Stockholder's Equity
for the Years Ended March 31, 1997 and 1996
Statements of Cash Flows for the Years Ended
March 31, 1997 and 1996
Notes to Financial Statements
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Financial Statements
March 31, 1997
(unaudited)
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Balance Sheets
(unaudited)
<TABLE>
March 31, December 31,
1997 1996
Assets
<S>
<C> <C>
Cash
$ 3,846,273 $ 698,301
- -------------- --------------
Investment in finance leases
Minimum rents
receivable
47,885,065 15,894,245
Estimated unguaranteed residual
values 22,233,092 6,667,481
Initial direct
costs
1,595,034 869,559
Unearned
income
(12,384,736) (3,515,258)
Allowance for doubtful
account
(65,000) (65,000)
- -------------- --------------
59,263,455 19,851,027
Investment in estimated unguaranteed residual
value 12,325,000 12,325,000
- -------------- --------------
Net investment in leveraged
leases 10,298,137
9,980,633
- -------------- --------------
Investment in financings
Receivables due in
installments
1,040,154 6,619,755
Initial direct
costs
20,005 143,565
Unearned
income
(234,965) (1,271,152)
Allowance for doubtful
account
(10,000) (10,000)
- -------------- --------------
815,194 5,482,168
Equity investment in joint
venture
5,486,047 -
- -------------- -----------
Other
assets
869,600 148,941
- -------------- --------------
Total
assets
$ 92,903,706 $ 48,486,070
============== ==============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Balance Sheets (continued)
(unaudited)
<TABLE>
March 31, December 31,
1997 1996
Liabilities and Partners' Equity
<S>
<C> <C>
Notes payable -
non-recourse $
46,043,835 $ 11,089,945
Note payable -
recourse
10,075,000 12,225,000
Accounts payable -
equipment
4,673,893 1,790,717
Note payable -
affiliate
4,250,000 -
Accounts payable - General Partner and
affiliate 737,811 438,297
Accounts payable -
other
38,056 54,114
Security deposits and deferred
credits 26,383
6,188
Minority
interest
17,049 15,955
- -------------- --------------
65,862,027 25,620,216
Commitments and Contingencies
Partners' equity (deficiency)
General
Partner
(15,191) (8,694)
Limited partners (331,318.27 and 275,540.47 units
outstanding, $100 per unit original
issue price in 1997 and 1996,
respectively) 27,056,870 22,874,548
- -------------- --------------
Total partners'
equity
27,041,679 22,865,854
- -------------- --------------
Total liabilities and partners'
equity $ 92,903,706 $
48,486,070
============== ==============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Statements of Operations
For the Three Months Ended March 31,
(unaudited)
<TABLE>
1997 1996
- ---- ----
Revenues
<S>
<C> <C>
Finance income
$ 1,099,525 $ 49,350
Income from leveraged leases,
net 380,630 -
Net gain on sales or remarketing of
equipment 32,891 -
Interest income and
other
24,165 25,785
Income from equity investment in joint
venture 20,808 -
- -------------- -----------
Total
revenues
1,558,019 75,135
- -------------- ---------------
Expenses
Interest
574,541 34,897
Management fees - General
Partner 357,477
13,436
Amortization of initial direct
costs 310,609 9,237
Administrative expense
reimbursements - General
Partner 151,194
5,898
General and
administrative
37,561 4,808
Minority interest in joint
venture 1,094 -
- -------------- -----------
Total
expenses
1,432,476 68,276
- -------------- ---------------
Net income
$ 125,543 $ 6,859
============== ===============
Net income allocable to:
Limited partners
$ 124,288 $ 6,790
General
Partner
1,255 69
- -------------- ---------------
$ 125,543 $ 6,859
============== ===============
Weighted average number of limited
partnership units
outstanding
314,146 44,819
============== ===============
Net income per weighted average
limited partnership unit
$ .40 $ .15
============== ===============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Three Months Ended March 31, 1997, the Year
Ended December 31, 1996 and the Period from
May 23, 1995 (date of inception)
to December 31, 1995
(unaudited)
<TABLE>
Limited Partner Distributions
Return of Investment
Limited General
Capital Income
Partners Partner Total
(Per weighted average unit)
<S> <C> <C>
<C> <C> <C>
Initial partners'
capital contribution
- May 23, 1995 $
1,000 $ 1,000 $ 2,000
- ---------------- ----------- ----------------
Balance at
December 31, 1995
1,000 1,000 2,000
Refund of initial
limited partners'
capital contribution
(1,000) - (1,000)
Proceeds from issuance
of limited partnership
units (275,540.47 units)
27,554,047 - 27,554,047
Sales and offering expenses
(3,719,796) - (3,719,796)
Cash distributions
to partners $ 6.14 $ 2.57
(1,361,099) (13,749) (1,374,848)
Net income
401,396 4,055 405,451
- ---------------- ----------- ----------------
Balance at
December 31, 1996
22,874,548 (8,694) 22,865,854
Proceeds from issuance of
limited partnership units
(55,880.51 units)
5,588,050 - 5,588,050
Sales and offering expenses
(754,387) - (754,387)
Limited partnership units
redeemed (102.71 units)
(8,061) - (8,061)
Cash distributions
to partners $ 2.05 $ .40
(767,568) (7,752) (775,320)
Net income
124,288 1,255 125,543
- ---------------- ----------- ----------------
Balance at
March 31, 1997 $
27,056,870 $ (15,191) $ 27,041,679
================ =========== ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Three Months Ended March 31,
(unaudited)
<TABLE>
1997 1996
- ---- ----
Cash flows from operating activities:
<S>
<C> <C>
Net income
$ 125,543 $ 6,859
- ---------------- ---------------
Adjustments to reconcile net income to net cash provided by
operating
activities:
Finance income portion of receivables paid directly
to lenders by
lessees
(958,529) (44,661)
Amortization of initial direct
costs 310,609 9,238
Gain on sale of
equipment
(32,891) -
Interest expense on non-recourse financing paid
directly by
lessees
552,215 34,897
Collection of principal - non-financed
receivables 634,268 9,908
Income from equity investment in joint
venture (20,808) -
Income from leveraged leases,
net (380,630) -
Change in operating assets and liabilities:
Accounts payable - General Partner and affiliates,
net 299,514 253,949
Accounts payable -
other (32,438)
151,433
Security deposits and deferred
credits 20,195 -
Minority interest in joint
venture 1,094 -
Other
assets
(720,659) (163,295)
Other,
net
(41,937) (1,384)
- ---------------- ---------------
Total
adjustments
(369,997) 250,085
- ---------------- ---------------
Net cash provided by (used in) operating
activities (244,454) 256,944
- ---------------- ---------------
Cash flows from investing activities:
Equipment and receivables
purchased (3,395,281)
(1,036,480)
Initial direct
costs
(1,164,222) (146,767)
Proceeds from sale of
equipment
1,793,586 -
- ---------------- ------------
Net cash used in investing
activities (2,765,917) (1,183,247)
- ---------------- ----------------
Cash flows from financing activities:
Issuance of limited partnership units, net of offering
expenses 4,833,663 7,740,504
Proceeds from note payable
affiliate
4,250,000 -
Principal payments on recourse
debt (2,150,000) -
Cash distributions to
partners
(775,320) (49,451)
Refund of initial limited partners' capital
contribution - (1,000)
- ---------------- ---------------
Net cash provided by financing
activities 6,158,343 7,690,053
- ---------------- ---------------
Net increase in
cash
3,147,972 6,763,750
Cash at beginning of
period
698,301 2,000
- ---------------- ---------------
Cash at end of period
$ 3,846,273 $ 6,765,750
================ ===============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (continued)
Supplemental Disclosure of Cash Flow Information
For the three months ended March 31, 1997 and 1996, non-cash
activities
included the following:
<TABLE>
1997 1996
- ---- ----
<S>
<C> <C>
Fair value of equipment and receivables
purchased for debt and payables $
(38,220,051) $ (3,856,235)
Non-recourse notes payable assumed in
purchase price
37,741,972 3,856,235
Accounts payable - equipment
478,079 -
Principal and interest on direct
finance receivables paid directly
to lenders by lessees
3,682,924 261,089
Principal and interest on non-recourse
financing paid directly to lenders
by lessees
(3,682,924) (261,089)
Decrease in investments in finance leases and financings
due to contributions to joint venture
5,190,238 -
Increase in equity investment in joint venture
(5,190,238) -
- ---------------- ---------------
$
- - $ -
================ ===============
</TABLE>
Interest expense of $574,541 and $34,897 for the three months ended
March
31, 1997 and 1996 consisted of interest expense on non-recourse financing
paid
or accrued directly to lenders by lessees of $552,216 and $34,897,
respectively,
and other interest of $22,325 and $0, respectively.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements
March 31, 1997
(unaudited)
1. Basis of Presentation
The interim financial statements of ICON Cash Flow Partners L.P.
Seven
(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
consolidated
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
consolidated financial statements should be read in conjunction with
the
consolidated financial statements and notes included in the Partnership's
1996
Annual Report on Form 10-K.
2. Net Investment in Leveraged Leases
On August 20, 1996 the partnership acquired, subject to a leveraged
lease,
the residual interest in an aircraft. The aircraft is a McDonnell
Douglas
DC-10-30F currently on lease to Federal Express. The purchase price
was
$40,973,585, consisting of $6,000,000 in cash and the assumption of
non-recourse
senior debt of $26,217,294 and non-recourse junior debt of $8,756,291.
On December 31, 1996 the Partnership acquired, subject to a
leveraged
lease, the residual interest in an aircraft. The aircraft is a 1976
McDonnell
Douglas DC-10-30 currently on lease to Continental Airlines. The purchase
price
was $11,320,923, consisting of $2,104,262 in cash and the assumption
of
non-recourse senior debt of $9,216,661.
The net investment in leveraged leases as of March 31, 1997 consisted of
the
following:
Non-cancelable minimum rents receivable (net of
principal and interest on non-recourse debt) $ 910,000
Estimated unguaranteed residual values 24,818,000
Initial direct costs 1,428,392
Unearned income (16,858,255)
----------------
$ 10,298,137
Unearned income is recognized from leveraged leases over the life of
the
lease at a constant rate of return on the positive net investment.
Prior to the acquisition of the Federal Express transaction, the free
cash
flow, the rent in excess of the senior debt payments, was financed by
an
affiliated partnership, ICON Cash Flow Partners, L.P., Series D, (i.e.,
the
junior debt). On January 29, 1997, the Partnership refinanced a portion of
the
junior debt with a third party.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
3. Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the
General
Partner or its affiliates for the three months ended March 31, 1997 and
1996
were as follows:
1997 1996
---- ----
Underwriting commissions $ 111,761 $ 179,419 Charged to Equity
Organization and offering 195,582 313,200 Charged to Equity
Acquisition fees 1,314,893 146,767 Capitalized
Management fees 357,477 13,436 Charged to
operations
Administrative expense
reimbursements 151,194 5,898 Charged to
operations
------------ ------------
Total $ 2,130,907 $ 658,720
============ ============
On March 11, 1997, the Partnership borrowed $4,250,000 from
ICON
Receivables 1997-A LLC ("1997- A"), an affiliate of the Partnership (see
Note
4). This is a short term note, which bears interest at the rate of Libor
plus
1.5% and is paid from the Partnership's share of cash flow and
securitization
proceeds from the equipment lease and finance receivables.
4. 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 March 11, 1997, the Partnership and two affiliates, ICON Cash
Flow
Partners, L.P., Series D and ICON Cash Flow Partners L.P. Six,
(collectively
"the Members"), contributed and assigned $6,582,150, $5,794,273 and
$6,712,631
in equipment lease and finance receivables and residuals with a net book
value
of $5,465,238, $4,874,857 and $5,553,962, respectively to ICON
Receivables
1997-A LLC ("1997-A"), a special purpose entity created by the Members.
The
Members received a 34.39%, 30.67% and 34.94% interest, respectively, in
1997-A
based on the present value of their related contributions. 1997-A was formed
for
the purpose of originating new leases, managing existing contributed assets
and,
eventually, securitizing its portfolio. In order to fund the acquisition of
new
leases, 1997-A obtained a warehouse borrowing facility from
Prudential
Securities Credit Corporation (the "Facility"). Borrowings under the
Facility
are based on the present value of the new leases, provided that in
the
aggregate, the amount outstanding cannot exceed $20,000,000. Outstanding
amounts
under the Facility bear interest equal to Libor plus 1.5%. Collections
of
receivables from new leases are used to pay down the Facility, however, in
the
event of a default, all of 1997- A's assets are available to cure such
default.
The net proceeds from the expected securitization of these assets will be
used
to pay-off the remaining Facility balance and the remaining proceeds will
be
distributed to the Members in accordance with their membership interests.
The
Partnership accounts for its investment in 1997- A under the equity method.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Information as to the financial position and results of operations
of
1997-A as of and for the quarter ended March 31, 1997 is summarized below:
March 31, 1997
Assets $ 23,430,264
=================
Liabilities $ 7,475,691
=================
Equity $ 15,954,573
=================
Three Months Ended
March 31, 1997
Net income $ 60,516
=================
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
March 31, 1997
General Partner's Discussion and Analysis of Financial Condition
and Results of Operations
General
ICON Cash Flow Partners L.P. Seven (the "Partnership") was formed on
May
23, 1995 as a Delaware limited partnership. The Partnership commenced
business
operations on its initial closing date, January 19, 1996, with the admission
of
26,367.95 limited partnership units at $100 per unit representing
$2,636,795.17
of capital contributions. Through March 31, 1997, 305,053.03 additional
units
were subscribed to, bringing the total units and capital subscriptions
to
331,420.98 and $33,142,098, respectively.
The Partnership's portfolio consisted of a net investment in
finance
leases, leveraged leases, equity investment in joint venture and
financings
representing 78%, 14%, 7% and 1% of total investments at March 31,
1997,
respectively and 95%, 0%, 0% and 5% at March 31, 1996, respectively.
For the three months ended March 31, 1997 and 1996 the
Partnership
leased or financed equipment with an initial cost of $44,009,376
and
$4,894,1546, respectively to 15 and 9 lessees or equipment users
respectively.
The weighted average initial transaction term for each year was 44 and 38
months
respectively.
Results of Operations for the Three Months Ended March 31, 1997 and 1996
Revenue for the three months ended March 31, 1997 were
$1,558,019,
representing an increase of $1,482,884 from 1996. The increase in
revenues
resulted primarily from an increase in finance income of $1,050,175, an
increase
in income from leveraged leases of $380,630, an increase in net gain on sales
or
remarketing of equipment of $32,891 and an increase in income from
equity
investment in joint venture of $20,808. These increases were partially offset
by
a decrease in interest income and other of $1,620. The increase in
finance
income resulted from the increase in the average size of the portfolio from
1996
to 1997. Income from leveraged leases, and income from equity investment
in
joint venture increased due to the Partnership's increased investment in
these
types of transactions. The net gain on sales or remarketing of
equipment
increased due to the early termination of a financing transaction.
Interest
income and other decreased due to a decrease in the average cash balance
from
1996 to 1997.
Expenses for the three months ended March 31, 1997 were
$1,432,476,
representing an increase of $1,364,200 from 1996. The increase in expenses
was
due to an increase in interest expense of $539,644, an increase in
management
fees of $344,041, an increase in amortization of initial direct costs
of
$301,372, an increase in administrative expense reimbursements of $145,296,
an
increase in general and administrative expense of $32,753 and an increase
in
minority interest in joint venture of $1,094. Interest expense increased due
to
an increase in the average debt outstanding from 1996 to 1997. Management
fees,
amortization of initial direct costs, administrative expense reimbursement
and
general and administrative expense increased due to an increase in the
average
size of the portfolio from 1996 to 1997.
Net income for the three months ended March 31, 1997 and 1996
was
$125,543 and $6,859, respectively. The net income per weighted average
limited
partnership unit was $0.40 and $0.15, respectively.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Liquidity and Capital Resources
The Partnership's primary sources of funds for the three months
ended
March 31, 1997 and 1996 were capital contributions, net of offering expenses,
of
$4,833,663 and $7,740,504, from limited partners, respectively, net
cash
provided by operations of $256,944 in 1996, proceeds from sale of equipment
of
$1,793,586 in 1997 and proceeds from affiliate note of $4,250,000 in 1997.
These
funds were used to make payments on borrowings, fund cash distributions and
to
purchase equipment. The Partnership intends to purchase additional equipment
and
fund cash distributions utilizing capital contributions cash provided
by
operations, proceeds from sales of equipment and borrowings.
Cash distributions to limited partners for the three months ended
March
31, 1997 and 1996, which were paid monthly, totaled $767,568 and
$48,957,
respectively, of which $124,288 and $6,790 was investment income and
$643,280
and $42,167 was a return of capital, respectively. The monthly annualized
cash
distributions rate to limited partners was 9.8% and 4.4% of which 1.6% and
.6%
was investment income and 8.2% and 3.8% was a return of capital,
respectively.
The limited partner distribution per weighted average unit outstanding for
the
three months ended March 31, 1997 and 1996 was $2.45 and $1.09, respectively,
of
which $.40 and $.15 was investment income and $2.05 and $.94 was a return
of
capital, respectively.
On March 11, 1997, the Partnership and two affiliates, ICON Cash
Flow
Partners, L.P., Series D and ICON Cash Flow Partners L.P. Six,
(collectively
"the Members"), contributed and assigned $6,582,150, $5,794,273 and
$6,712,631
in equipment lease and finance receivables and residuals with a net book
value
of $5,465,238, $4,874,857 and $5,553,962, respectively to ICON
Receivables
1997-A LLC ("1997-A"), a special purpose entity created by the Members.
The
Members received a 34.39%, 30.67% and 34.94% interest, respectively, in
1997-A
based on the present value of their related contributions. 1997-A was formed
for
the purpose of originating new leases, managing existing contributed assets
and,
eventually, securitizing its portfolio. In order to fund the acquisition of
new
leases, 1997-A obtained a warehouse borrowing facility from
Prudential
Securities Credit Corporation (the "Facility"). Borrowings under the
Facility
are based on the present value of the new leases, provided that in
the
aggregate, the amount outstanding cannot exceed $20,000,000. Outstanding
amounts
under the Facility bear interest equal to Libor plus 1.5%. Collections
of
receivables from new leases are used to pay down the Facility, however, in
the
event of a default, all of 1997-A's assets are available to cure such
default.
The net proceeds from the expected securitization of these assets will be
used
to pay-off the remaining Facility balance and the remaining proceeds will
be
distributed to the Members in accordance with their membership interests.
The
Partnership accounts for its investment in 1997-A under the equity method.
As of March 31, 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. Seven
(A Delaware Limited Partnership)
Financial Statements
December 31, 1996
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
ICON Cash Flow Partners L.P. Seven:
We have audited the accompanying balance sheets of ICON Cash Flow Partners
L.P.
Seven (a Delaware limited partnership) as of December 31, 1996 and 1995, and
the
related statements of operations, changes in partners' equity, and cash
flows
for the year ended December 31, 1996 and for the period May 23, 1995 (date
of
inception) to December 31, 1995. These financial statements are
the
responsibility of the Partnership's management. Our responsibility is to
express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing
standards. Those standards require that we plan and perform the audit to
obtain
reasonable assurance about whether the financial statements are free of
material
misstatement. An audit includes examining, on a test basis, evidence
supporting
the amounts and disclosures in the financial statements. An audit also
includes
assessing the accounting principles used and significant estimates made
by
management, as well as evaluating the overall financial statement
presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in
all material respects, the financial position of ICON Cash Flow Partners
L.P.
Seven as of December 31, 1996 and 1995, and the results of its operations
and
its cash flows for the year ended December 31, 1996 and for the period May
23,
1995 (date of inception) to December 31, 1995, in conformity with
generally
accepted accounting principles.
March 7, 1997
New York, New York
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Balance Sheets
December 31,
<TABLE>
1996 1995
- ---- ----
Assets
<S>
<C> <C>
Cash
$ 698,301 $ 2,000
Cash in
escrow
- - 1,348,143
- --------------- -----------------
698,301 1,350,143
- --------------- -----------------
Investment in finance leases
Minimum rents
receivable
15,894,245 -
Estimated unguaranteed residual
values 6,667,481 -
Initial direct
costs
869,559 -
Unearned
income
(3,515,258) -
Allowance for doubtful
account
(65,000) -
- --------------- ----------------
19,851,027 -
- --------------- ----------------
Investment in estimated unguaranteed residual
value 12,325,000 -
- --------------- ----------------
Net investment in leveraged
leases 9,980,633
- -
- --------------- ----------------
Investment in financings
Receivables due in
installments
6,619,755 -
Initial direct
costs
143,565 -
Unearned
income
(1,271,152) -
Allowance for doubtful
account
(10,000) -
- --------------- ----------------
5,482,168 -
- --------------- ----------------
Other
assets
148,941 -
- --------------- ----------------
Total assets
$ 48,486,070 $ 1,350,143
=============== =================
Liabilities and Partners' Equity
Notes payable - recourse
$ 12,225,000 $ -
Notes payable -
non-recourse
11,089,945 -
Accounts payable -
equipment
1,790,717 -
Accounts payable - General Partner and
affiliate 438,297 -
Accounts payable -
other
54,114 -
Minority interest in joint
venture
15,955 -
Security deposits and deferred
credits 6,188 -
Subscriptions pending
admission
- - 1,348,143
- --------------- -----------------
25,620,216 1,348,143
- --------------- -----------------
Commitments and Contingencies
Partners' equity (deficiency)
General
Partner
(8,694) 1,000
Limited partners (275,540.47 and 0 units
outstanding, $100 per unit original
issue price in 1996 and 1995,
respectively) 22,874,548
1,000
- --------------- -----------------
Total partners'
equity
22,865,854 2,000
- --------------- -----------------
Total liabilities and partners' equity
$ 48,486,070 $ 1,350,143
=============== =================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Statements of Operations
For the Year Ended December 31, 1996 and for the Period
May
23, 1995 (date of inception) to
December 31, 1995
<TABLE>
1996 1995
- ---- ----
Revenues
<S>
<C> <C>
Finance income $
939,924 $ -
Income from leveraged leases, net
366,790 -
Interest income and other
257,355 -
- --------------- ---------
Total revenues
1,564,069 -
- --------------- ---------
Expenses
Interest
398,200 -
Management fees - General Partner
264,784 -
Amortization of initial direct costs
230,785 -
Administrative expense
reimbursements - General Partner
117,809 -
Provision for bad
debt 75,000
- -
General and
administrative
72,040 -
- --------------- ---------
Total expenses
1,158,618 -
- --------------- ---------
Net income $
405,451 $ -
=============== =========
Net income allocable to:
Limited partners $
401,396 $ -
General
Partner
4,055 -
- --------------- ---------
$
405,451 $ -
=============== =========
Weighted average number of limited
partnership units outstanding
156,222 -
=============== =========
Net income per weighted average
limited partnership unit
$ 2.57 $ -
=============== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Year Ended December 31, 1996 and for the
Period
May 23, 1995 (date of inception)
to December 31, 1995
<TABLE>
Limited Partner
Distributions
Return of Investment
Limited General
Capital Income
Partners Partner Total
(Per weighted average unit)
<S> <C> <C>
<C> <C> <C>
Initial partners'
capital contribution
- May 23, 1995 $
1,000 $ 1,000 $ 2,000
- ---------------- ----------- ----------------
Balance at
December 31, 1995
1,000 1,000 2,000
Refund of initial
limited partners'
capital contribution
(1,000) - (1,000)
Proceeds from issuance
of limited partnership
units (275,540.47 units)
27,554,047 - 27,554,047
Sales and
offering expenses
(3,719,796) - (3,719,796)
Cash distributions
to partners $ 6.14 $ 2.57
(1,361,099) (13,749) (1,374,848)
Net income
401,396 4,055 405,451
- ---------------- ----------- ----------------
Balance at
December 31, 1996 $
22,874,548 $ (8,694) $ 22,865,854
================ =========== ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Year Ended December 31, 1996 and for the Period May
23,
1995 (date of inception) to December 31, 1995
<TABLE>
1996 1995
- ---- ----
Cash flows from operating activities:
<S>
<C> <C>
Net income
$ 405,451 $ -
- ---------------- ----------------
Adjustments to reconcile net income to net cash provided by
operating
activities:
Allowance for doubtful
accounts 75,000 -
Finance income portion of
receivables paid directly
to lenders by
lessees
(608,965) -
Amortization of initial direct
costs 230,785 -
Interest expense on non-recourse
financing paid directly by
lessees 395,645 -
Collection of principal
- non-financed
receivables 498,027
- -
Income from leveraged leases,
net (366,790) -
Change in operating assets and liabilities:
Other
assets
(148,941) -
Account payable to General Partner and affiliates,
net 438,297 -
Accounts payable -
other 54,114 -
Minority interest in joint
venture 15,955 -
Security deposits and deferred
credits 6,189 -
Other,
net
(20,868) -
- ---------------- ----------------
Total
adjustments
568,448 -
- ---------------- ----------------
Net cash provided by operating
activities 973,899 -
- ---------------- ----------------
Cash flows from investing activities:
Equipment and receivables purchased
(19,898,183) -
Initial direct costs
(2,737,818) -
Equity
investment
(100,000) -
- ---------------- ----------------
Net cash used in investing activities
(22,736,001) -
- ---------------- ----------------
Cash flows from financing activities:
Issuance of limited partnership units,
net of offering expenses
23,834,251 -
Initial limited and General Partner capital
contributions - 2,000
Cash distributions to partners
(1,374,848) -
Refund of initial limited partners'
capital
contribution
(1,000) -
- ---------------- ----------------
Net cash provided by financing activities
22,458,403 2,000
- ---------------- ----------------
Net increase in
cash
696,301 2,000
Cash at beginning of
year
2,000 -
- ---------------- ----------------
Cash at end of year
$ 698,301 $ 2,000
================ ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
Supplemental Disclosure of Cash Flow Information
For the year ended December 31, 1996, non-cash activities included
the
following:
1996
Fair value of equipment and receivables
purchased for debt and payables $ (59,189,952)
Non-recourse notes payable assumed in
purchase price 57,399,235
Accounts payable - equipment 1,790,717
Principal and interest on direct
finance receivables paid directly
to lenders by lessees 3,625,762
Principal and interest on non-recourse
financing paid directly to lenders
by lessees (3,625,762)
---------------
$ -
===============
Interest expense of $398,200 for the year ended December 31,
1996
consisted of interest expense on non-recourse financing paid or accrued
directly
to lenders by lessees of $395,645 and other interest of $2,555.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements
December 31, 1996
1. Organization
ICON Cash Flow Partners L.P. Seven (the "Partnership") was formed on
May
23, 1995 as a Delaware limited partnership with an initial capitalization
of
$2,000. It was formed to acquire various types of equipment, to lease
such
equipment to third parties and, to a lesser degree, to enter into
secured
financing transactions. The Partnership commenced business operations on
its
initial closing date, January 19, 1996, with the admission of 26,367.95
limited
partnership units at $100 per unit representing $2,636,795 of
capital
contributions. As of December 31, 1996, 249,172.52 additional units had
been
admitted into the Partnership with aggregate gross proceeds of
$24,917,252
bringing the total admission to 275,540.47 units totaling $27,554,047 in
capital
contributions.
The General Partner of the Partnership is ICON Capital Corp. (the
"General
Partner"), a Connecticut corporation. The General Partner will manage
and
control the business affairs of the Partnership's equipment, leases
and
financing transactions under a management agreement with the Partnership.
ICON Securities Corp., an affiliate of the General Partner, will
receive
an underwriting commission on the gross proceeds from sales of all units.
The
total underwriting compensation to be paid by the Partnership,
including
underwriting commissions, sales commissions, incentive fees, public
offering
expense reimbursements and due diligence activities will be limited to 13
1/2%
of the gross proceeds received from the sale of the units. Such
offering
expenses aggregated $3,719,796 (including $1,515,472 paid to the General
Partner
or its affiliates (See Note 9)) and were charged directly to limited
partners'
equity.
Profits, losses, cash distributions and disposition proceeds will
be
allocated 99% to the limited partners and 1% to the General Partner until
each
limited partner has received cash distributions and disposition
proceeds
sufficient to reduce its adjusted capital contribution account to zero
and
receive, in addition, other distributions and allocations which would
provide a
10% per annum cumulative return, compounded daily, on its outstanding
adjusted
capital contribution account. After such time, the distributions will
be
allocated 90% to the limited partners and 10% to the General Partner.
2. Significant Accounting Policies
Basis of Accounting and Presentation - The Partnership's records
are
maintained on the accrual basis. The preparation of financial statements
in
conformity with generally accepted accounting principles requires management
to
make estimates and assumptions that affect the reported amounts of assets
and
liabilities and disclosure of contingent assets and liabilities at the date
of
the financial statements and the reported amounts of revenues and
expenses
during the reporting period. Actual results could differ from those estimates.
Leases - The Partnership accounts for owned equipment leased to
third
parties as finance leases or leveraged leases. For finance leases,
the
Partnership records, at the inception of the lease, the total minimum
lease
payments receivable, the estimated unguaranteed residual values, the
initial
direct costs related to the leases and the related unearned income.
Unearned
income represents the difference between the sum of the minimum lease
payments
receivable plus the estimated unguaranteed residual minus the cost of the
leased
equipment. Unearned income is recognized as finance income over the terms of
the
related leases using the interest method. The Partnership's net investment
in
leveraged leases consists of minimum lease payments
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
receivable, the estimated unguaranteed residual values and the initial
direct
costs related to the leases, net of the unearned income and principal
and
interest on the related non-recourse debt. Unearned income is recognized
as
income from leveraged leases over the life of the lease at a constant rate
of
return on the positive net investment. Initial direct costs of finance
leases
and leverage leases are capitalized and are amortized over the terms of
the
related leases using the interest method. The Partnership's leases have
terms
ranging from two to five years. Each lease is expected to provide
aggregate
contractual rents that, along with residual proceeds, return the
Partnership's
cost of its investments along with investment income.
Investment in Financings - Investment in financings represent the
gross
receivables due from the financing of equipment plus the initial direct
costs
related thereto less the related unearned income. The unearned income
is
recognized as finance income, and the initial direct costs are amortized,
over
the terms of the receivables using the interest method. Financing
transactions
are supported by a written promissory note evidencing the obligation of the
user
to repay the principal, together with interest, which will be sufficient
to
return the Partnership's full cost associated with such financing
transaction,
together with some investment income. Furthermore, the repayment obligation
is
collateralized by a security interest in the tangible or intangible
personal
property.
Investment in Estimated Unguaranteed Residual Value - The
Partnership
purchased a 50% interest of an option to acquire equipment. The asset will
be
carried at cost until sale or release of the equipment, at which time a gain
or
loss will be recognized on the transaction.
Disclosures About Fair Value of Financial Instruments - Statement
of
Financial Accounting Standards ("SFAS") No. 107, "Disclosures about Fair
Value
of Financial Instruments" requires disclosures about the fair value of
financial
instruments, except for lease related instruments. At December 31, 1996,
the
carrying value of the Partnership's financial assets other than lease
related
investments, approximates fair value.
Allowance for Doubtful Accounts - The Partnership records a provision
for
bad debts to provide for estimated credit losses in the portfolio. The
allowance
for doubtful accounts is based on an analysis of delinquency, an assessment
of
overall risk and a review of historical loss experience. The
Partnership's
write-off policy is based on an analysis of the aging of the
Partnership's
portfolio, a review of the non-performing receivables and leases, and
prior
collection experience. An account is fully reserved for or written off when
the
analysis indicates that the probability of collection of the account is
remote.
Impairment of Estimated Residual Values - In March 1995, the FASB
issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for
Long-Lived Assets to be Disposed Of," which is effective beginning in 1996.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
The Partnership's policy with respect to impairment of estimated
residual
values is to review, on a quarterly basis, the carrying value of its
residuals
on an individual asset basis to determine whether events or changes
in
circumstances indicate that the carrying value of an asset may not
be
recoverable and, therefore, an impairment loss should be recognized. The
events
or changes in circumstances which generally indicate that the residual value
of
an asset has been impaired are (i) the estimated fair value of the
underlying
equipment is less than the Partnership's carrying value or (ii) the lessee
is
experiencing financial difficulties and it does not appear likely that
the
estimated proceeds from disposition of the asset will be sufficient to
satisfy
the remaining obligation to the non-recourse lender and the
Partnership's
residual position. Generally in the latter situation, the residual
position
relates to equipment subject to third party non-recourse notes payable where
the
lessee remits their rental payments directly to the lender and the
Partnership
does not recover its residual until the non-recourse note obligation is
repaid
in full.
The Partnership measures its impairment loss as the amount by which
the
carrying amount of the residual value exceeds the estimated proceeds to
be
received by the Partnership from release or resale of the equipment.
Generally,
quoted market prices are used as the basis for measuring whether an
impairment
loss should be recognized.
As a result, the Partnership's policy with respect to measurement
and
recognition of an impairment loss associated with estimated residual values
is
consistent with the requirements of SFAS No. 121 and, therefore,
the
Partnership's adoption of this Statement in the first quarter of 1996 had
no
material effect on the financial statements.
Income Taxes - No provision for income taxes has been made as the
liability
for such taxes is that of each of the partners rather than the Partnership.
3. Residual Investment
On December 31, 1996, the Partnership purchased a 50% share of an option
to
acquire a 100% interest in a mobile offshore drilling rig, currently on
lease
with Rowan Companies Inc. The purchase price of the 50% investment
was
$12,325,000 and consisted of $100,000 in cash and $12,225,000 promissory note.
4. Net Investment in Leveraged Leases
On August 20, 1996, the partnership acquired, subject to a leveraged
lease,
the residual interest in an aircraft. The aircraft is a McDonnell
Douglas
DC-10-30F, built in 1986. It is on lease with Federal Express and
has a
remaining lease term of eight years. The purchase price was
$40,973,585
consisting of $6,000,000 in cash and the assumption of non-recourse senior
debt
of $26,217,294 and non-recourse junior debt ("junior debt") of $8,756,291.
On December 31, 1996, the Partnership acquired, subject to a
leveraged
lease, an aircraft on lease with Continental Airlines, Inc. The aircraft
is a
1976 McDonnell Douglas DC-10-30 and has a remaining lease term of six years.
The
purchase price was $11,320,923 consisting of $2,104,262 in cash and
the
assumption of non-recourse senior debt of $9,216,661.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
The net investment in the leveraged leases as of December 31, 1996 consisted
of
the following:
Non-cancelable minimum rents receivable (net of
principal and interest on non-recourse debt) $ 912,334
Estimated unguaranteed residual values 24,818,000
Initial direct costs 1,493,850
Unearned income (17,243,551)
----------------
$ 9,980,633
================
Unearned income is recognized from leveraged leases over the life of
the
lease at a constant rate of return on the positive net investment.
Non-cancelable minimum rents receivable relating to the leveraged
leases
at December 31, 1996 are $59,355,209 and are due as follows:
1997 $ 7,905,694
1998 7,742,360
1999 7,742,360
2000 8,022,359
2001 8,022,359
Thereafter 19,920,077
---------------
$ 59,355,209
===============
Principal and interest on non-recourse debt assumed in the purchase of
the
leveraged leases is $58,442,875 at December 31, 1996 and matures as follows:
1997 $ 7,903,360
1998 7,742,360
1999 7,742,360
2000 7,742,359
2001 7,742,359
Thereafter 19,570,077
---------------
$ 58,442,875
===============
Prior to the acquisition of the Federal Express transaction, the free
cash
flow, the rent in excess of the senior debt payments, was financed by
an
affiliated partnership, ICON Cash Flow Partners, L.P., Series D, (i.e.,
the
junior debt). On January 29, 1997, the Partnership refinanced a portion of
the
junior debt with a third party.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
5. Receivables Due in Installments
Non-cancelable minimum annual amounts due on finance leases and
financings
are as follows:
Finance
Year Leases Financings Total
1997 $ 6,717,166 $ 1,605,580 $ 8,322,746
1998 5,448,549 1,573,995 7,022,544
1999 2,109,963 1,446,541 3,556,504
2000 1,331,567 1,219,017 2,550,584
2001 285,835 685,174 971,009
Thereafter 1,165 89,448 90,613
-------------- ------------- --------------
$ 15,894,245 $ 6,619,755 $ 22,514,000
============== ============= ==============
6. Allowance for Doubtful Accounts
The allowance for doubtful accounts related to the investments in
finance
leases and financings consisted of the following:
<TABLE>
Finance
Leases
Financings Total
<S> <C> <C>
<C>
Balance at December 31, 1995 $ - $ -
$ -
Charged to operations 65,000
10,000 75,000
------------ -------------
- -------------
Balance at December 31, 1996 $ 65,000 $ 10,000
$ 75,000
============ =============
=============
</TABLE>
7. Notes Payable
Notes payable consists of notes payable non-recourse bearing interest at
rates
ranging from 6.5% to 9.4%, which are being paid directly to the lenders by
the
lessees, and notes payable recourse as they relate to the
Partnership's
acquisition of an offshore drilling rig (See Note 3). These notes mature
as
follows:
Notes Payable Notes Payable
Year Non-Recourse Recourse Total
1997 $ 5,711,953 $ 2,150,000 $ 7,861,953
1998 3,467,450 2,250,000 5,717,450
1999 1,108,786 2,250,000 3,358,786
2000 762,877 5,575,000 6,337,877
2001 38,879 - 38,879
---------------- -------------- --------------
$ 11,089,945 $ 12,225,000 $ 23,314,945
================ ============== ==============
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
8. Investment 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.
On December 31, 1996, the Partnership and an affiliate, ICON Cash
Flow
Partners, L.P. Series E ("Series E") formed ICON Cash Flow Partners L.L.C.
III
("ICON Cash Flow LLC III"), for the purpose of acquiring and managing
an
aircraft currently on lease to Continental Airlines, Inc. The aircraft is a
1976
McDonnell Douglas DC-10-30. The Partnership and Series E contributed
$1,579,514
(99%) and $15,955 (1%) of the cash required for such acquisition,
respectively,
to ICON Cash Flow LLC III. ICON Cash Flow LLC III acquired the
aircraft,
assuming $9,309,759 in non-recourse debt and utilizing contributions
received
from the Partnership and Series E. The purchase price of the transaction
totaled
$10,905,228. The lease is a leveraged lease and the lease term expires in
March
2003. Profits, losses, excess cash and disposition proceeds are allocated 99%
to
the Partnership and 1% to Series E. The Partnership's financial
statements
include 100% of the assets and liabilities of ICON Cash Flow LLC III. Series
E's
investment in ICON Cash Flow LLC III has been reflected as "Minority interest
in
joint venture."
9. Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the
General
Partner or its affiliates for the year ended December 31, 1996 were as
follows:
Underwriting commissions $ 551,081 Charged to Equity
Organization and offering expenses 964,391 Charged to Equity
Acquisition fees 2,737,818 Capitalized
Management fees 264,784 Charged to operations
Administrative expense
reimbursements 117,809 Charged to operations
Total $4,635,883
==========
On December 31, 1996, the Partnership and an affiliate formed a
joint
venture for the purpose of acquiring and managing an aircraft. (See Note 7
for
additional information relating to the joint venture.)
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
10. Commitments and Contingencies
On March 11, 1997, the Partnership and two affiliates, ICON Cash
Flow
Partners, L.P., Series D and ICON Cash Flow Partners L.P. Six,
(collectively
"the Members"), contributed and assigned $6,582,150, $8,671,773 and
$6,712,631,
respectively, in equipment lease and finance receivables and residuals to
ICON
Receivables 1997-A LLC ("1997-A"), a special purpose entity created by
the
Members. The Members received a 29.4%, 40.8% and 29.8% interest,
respectively,
in 1997-A based on the present value of their related contributions. 1997-A
was
formed for the purpose of originating new leases, managing existing
contributed
assets and, eventually, securitizing its portfolio. In order to fund
the
acquisition of new leases, 1997-A obtained a warehouse borrowing facility
from
Prudential Securities Credit Corporation (the "Facility"). Borrowings under
the
Facility are based on the present value of the new leases, provided that in
the
aggregate, the amount outstanding cannot exceed $20,000,000. Outstanding
amounts
under the Facility bear interest equal to Libor plus 1.5%. Collections
of
receivables from new leases are used to pay down the Facility, however, in
the
event of a default, all of 1997-A's assets are available to cure such
default.
The net proceeds from the expected securitization of these assets will be
used
to pay-off the remaining Facility balance and the remaining proceeds will
be
distributed to the Members in accordance with their membership interests.
The
Partnership will account for its investment in 1997-A under the equity
method.
The investment in 1997-A will be increased or decreased by its share of
profit
or losses and decreased by any distributions received by 1997-A.
11. Tax Information (Unaudited)
The following table reconciles net income for financial reporting
purposes
to income for federal income tax purposes for the year ended December 31,
1996:
Net income per financial statements $ 405,451
Differences due to:
Direct finance leases (258,725)
Depreciation -
Provision for losses -
Loss on sale of equipment -
Other -
--------------
Partnership income for
federal income tax purposes $ 146,726
==============
As of December 31, 1996, the partners' capital accounts included in
the
financial statements totaled $22,865,854 compared to the partners'
capital
accounts for federal income tax purposes of $26,326,924 (unaudited).
The
difference arises primarily from commissions reported as a reduction in
the
partners' capital accounts for financial reporting purposes but not for
federal
income tax purposes, and temporary differences related to direct finance
leases,
depreciation and provision for losses.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
December 31, 1997
General Partner's Discussion and Analysis of Financial Condition
and Results of Operations
General
ICON Cash Flow Partners L.P. Seven (the "Partnership") was formed on
May
23, 1995 as a Delaware limited partnership with an initial capitalization
of
$2,000. The Partnership commenced business operations on its initial
closing
date, January 19, 1996 with the admission of 26,367.95 limited partnership
units
at $100 per unit representing $2,636,795 of capital contributions.
Between
January 19, 1996 and December 31, 1996, 249,172.52 additional units
were
admitted representing $24,917,252 of capital contributions bringing the
total
admission to 275,540.47 units totaling $27,554,047 in capital contributions.
The Partnership's portfolio consisted of net investments in
finance
leases, equity investment, leveraged leases and financings representing
42%,
26%, 21% and 11% of total investments at December 31, 1996, respectively.
Results of Operations for the Year Ended December 31, 1996
For the year ended December 31, 1996, the Partnership leased or
financed
equipment with an initial cost of $91,413,135 to 198 lessees or equipment
users.
On December 31, 1996, the Partnership and an affiliate, ICON Cash Flow
Partners,
L.P., Series E ("Series E"), formed a joint venture for the purpose of
acquiring
and managing an aircraft currently on lease to Continental Airlines, Inc. in
the
amount of $10,905,228 and is included in 1996 total acquisitions. The
aircraft
is a 1976 McDonnell Douglas DC-10-30. Series E and the Partnership
contributed
$15,955 (1%) and $1,579,514 (99%), respectively, to the joint venture.
Profits,
losses and disposition proceeds are allocated 99% to the Partnership and 1%
to
Series E and is reflected on the Balance Sheet as an "Investment in
leveraged
leases." The weighted average initial transaction term for 1996 was 70 months.
Since the Partnership commenced operations on January 19,
1996, a
comparison of results of operations to prior periods is not presented.
Net income for the year ended December 31, 1996 was $405,451. The
net
income per weighted average limited partnership unit was $2.57, weighted
from
the date each unit was admitted to the Partnership.
Liquidity and Capital Resources
The Partnership's primary sources of funds in 1996 were
capital
contributions, net of offering expenses, of $23,834,251 from limited
partners
and cash provided by operations of $973,899. These funds were used to fund
cash
distributions and to purchase equipment. The Partnership intends to continue
to
purchase equipment and to fund cash distributions utilizing funds from
capital
contributions and cash provided by operations.
The Partnership had notes payable of $23,314,945 at December 31, 1996
as a
result of borrowings secured by equipment. These are non-recourse notes
which
are being paid directly to the lenders by the lessees.
Cash distributions to the limited partners, which were paid
monthly,
totaled $1,361,099, of which $401,396 was investment income and $959,703
was a
return of capital. The limited partner distribution per weighted average
unit
outstanding for December 31, 1996 was $8.71, of which $2.57 was
investment
income and $6.14 was a return of capital.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
December 31, 1996
On March 11, 1997, the Partnership and two affiliates, ICON Cash Flow
Partners,
L.P., Series D and ICON Cash Flow Partners L.P. Six, (collectively
"the
Members"), contributed and assigned $6,582,150, $8,671,773 and
$6,712,631,
respectively, in equipment lease and finance receivables and residuals to
ICON
Receivables 1997-A LLC ("1997-A"), a special purpose entity created by
the
Members. The Members received a 29.4%, 40.8% and 29.8% interest,
respectively,
in 1997-A based on the present value of their related contributions. 1997-A
was
formed for the purpose of originating new leases, managing existing
contributed
assets and, eventually, securitizing its portfolio. In order to fund
the
acquisition of new leases, 1997-A obtained a warehouse borrowing facility
from
Prudential Securities Credit Corporation (the "Facility"). Borrowings under
the
Facility are based on the present value of the new leases, provided that in
the
aggregate, the amount outstanding cannot exceed $20,000,000. Outstanding
amounts
under the Facility bear interest equal to Libor plus 1.5%. Collections
of
receivables from new leases are used to pay down the Facility, however, in
the
event of a default, all of 1997-A's assets are available to cure such
default.
The net proceeds from the expected securitization of these assets will be
used
to pay-off the remaining Facility balance and any remaining proceeds will
be
distributed to the Members in accordance with their membership interests.
The
Partnership will account for its investment in 1997-A under the equity
method.
The investment in 1997-A will be increased or decreased by its share of
profit
or losses and decreased by any distributions received by 1997-A.
As of December 31, 1996 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.
Accounting Developments
In June 1996 the Financial Accounting Standards Board issued Statement
of
Financial Accounting Standards ("SFAS") No. 125, "Accounting for Transfers
and
Servicing of Financial Assets and Extinguishments of Liabilities." SFAS No.
125
establishes, among other things, criteria for determining whether a transfer
of
financial assets is a sale or a secured borrowing effective for all
transfers
occurring after December 31, 1996. The adoption of SFAS No. 125 is not
expected
to have a material impact on the Partnership's net income, partners' equity
or
total assets.
<PAGE>
ICON CAPITAL CORP.
Financial Statements
March 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
ICON Capital Corp.:
We have audited the accompanying balance sheets of ICON Capital Corp. as
of
March 31, 1997 and 1996, and the related statements of income, changes
in
stockholder's equity, and cash flows for the years then ended. These
financial
statements are the responsibility of the Company's management.
Our
responsibility is to express an opinion on these financial statements based
on
our audits.
We conducted our audits in accordance with generally accepted
auditing
standards. Those standards require that we plan and perform the audit to
obtain
reasonable assurance about whether the financial statements are free of
material
misstatement. An audit includes examining, on a test basis, evidence
supporting
the amounts and disclosures in the financial statements. An audit also
includes
assessing the accounting principles used and significant estimates made
by
management, as well as evaluating the overall financial statement
presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in
all material respects, the financial position of ICON Capital Corp. as of
March
31, 1997 and 1996, and the results of its operations and its cash flows for
the
years then ended, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
June 19, 1997
New York, New York
<PAGE>
ICON CAPITAL CORP.
BALANCE SHEETS
March 31,
<TABLE>
1997 1996
- ---- ----
ASSETS
<S>
<C> <C>
Cash ............................................................. $
292,524 $ 114,850
Receivables from related parties -
managed income funds ...........................................
1,323,502 2,023,380
Receivables from affiliates ......................................
181,039 336,806
Prepaid and other assets .........................................
187,687 133,588
Deferred charges .................................................
379,717 302,886
Fixed assets and leasehold improvements, at cost, less accumulated
depreciation and amortization of $1,533,265 and $1,233,331 .....
752,472 781,058
Investment in equipment under operating leases, at cost,
less accumulated depreciation of $1,079,939 ....................
- -- 4,260,497
- ----------- -----------
Total assets ..................................................... $
3,116,941 $ 7,953,065
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable and accrued expenses ............................ $
1,225,726 $ 871,770
Deferred management fees - related parties .......................
758,452 667,824
Deferred income taxes ............................................
255,176 483,944
Notes payable - recourse financings ..............................
196,105 46,185
Notes payable - non-recourse financing ...........................
- -- 4,262,185
- ----------- -----------
Total liabilities ................................................
2,435,459 6,331,908
- ----------- -----------
Commitments and contingencies
Stockholder's equity:
14% Cumulative Convertible preferred stock:
$100 par value; authorized 30,000 shares;
none issued ..................................................
- -- --
Common stock: no par value; $10 stated
value; authorized 3,000 shares;
issued and outstanding 1,500 shares ..........................
15,000 15,000
Additional paid-in capital .....................................
716,200 716,200
Retained earnings ..............................................
1,050,282 889,957
- ----------- -----------
1,781,482 1,621,157
Note receivable from stockholder .................................
(1,100,000) --
- ----------- -----------
681,482 1,621,157
- ----------- -----------
Total liabilities and stockholder's equity ....................... $
3,116,941 $ 7,953,065
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF INCOME
For the Years Ended March 31,
<TABLE>
1997 1996
---- ----
Revenues:
<S> <C> <C>
Fees - managed income funds .................... $11,517,396 $
8,862,690
Management fees - affiliate .................... 261,003
- --
Lease consulting fees and other ................ 7,819
41,591
-----------
- -----------
Total revenues ............................ 11,786,218
8,904,281
-----------
- -----------
Expenses:
Selling, general and administrative ............ 7,174,496
7,982,949
Amortization of deferred charges ............... 484,579
473,484
Depreciation and amortization .................. 319,000
329,121
-----------
- -----------
Total expenses ............................ 7,978,075
8,785,554
-----------
- -----------
3,808,143
118,727
-----------
- -----------
Other Revenue:
Rental income from investment in operating lease 1,541,647
1,009,756
Interest income and other ...................... 104,426
5,803
-----------
- -----------
1,646,073
1,015,559
-----------
- -----------
Other Expenses:
Interest expense - non-recourse financings ..... 247,872
333,728
Interest expense - recourse financings ......... 6,818
27,344
Depreciation - equipment under operating lease . 1,293,775
652,704
-----------
- -----------
1,548,465
1,013,776
-----------
- -----------
Income before provision for income taxes ....... 3,905,751
120,510
Provision for income taxes .......................... 112,010
74,103
-----------
- -----------
Net income ..................................... $ 3,793,741 $
46,407
===========
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
For the Years Ended March 31, 1997 and 1996
<TABLE>
Note Total
Common Stock
Additional Receivable Stock-
Shares Stated
Paid-in Retained from holder's
Outstanding Value
Capital Earnings Stockholder Equity
<S> <C> <C> <C> <C>
<C> <C> <C> <C>
March 31, 1995 ................. 1,500 $ 15,000 $
1,416,200 $ 843,550 $ (700,000) $ 1,574,750
Net income ..................... -- --
- -- 46,407 -- 46,407
Cancellation of note
from stockholder .............. -- --
(700,000) -- 700,000 --
----------- -----------
- ----------- ----------- ----------- -----------
March 31, 1996 ................. 1,500 15,000
716,200 889,957 -- 1,621,157
Issuance of
note from stockholder ........ -- --
- -- -- (1,100,000) (1,100,000)
Net income ..................... -- --
- -- 3,793,741 -- 3,793,741
Distributions to Parent ........ -- --
- -- (3,633,416) -- (3,633,416)
----------- -----------
- ----------- ----------- ----------- -----------
March 31, 1997 ................. 1,500 $ 15,000 $
716,200 $ 1,050,282 $(1,100,000) $ 681,482
=========== ===========
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CASH FLOWS
For the Years Ended March 31,
<TABLE>
1997 1996
- ---- ----
Cash flows from operating activities:
<S> <C>
<C>
Net income ............................................ $ 3,793,741
$ 46,407
-----------
- -----------
Adjustments to reconcile net income to net cash provided by
operating
activities:
Depreciation and amortization ......................
1,612,775 981,825
Amortization of deferred charges ...................
484,579 473,484
Deferred income taxes ..............................
(228,768) 74,103
Rental income paid directly to lender by lessee .... (1,541,647)
(1,009,756)
Interest expense paid directly to lenders by lessees
247,872 333,728
Principal payments on litigation settlement ........
- -- (55,847)
Changes in operating assets and liabilities:
Receivables from managed income funds, net of
deferred amounts ..............................
790,506 (156,672)
Receivables from affiliates .....................
155,767 (257,133)
Prepaid and other assets ........................
(54,099) 41,589
Accounts payable and accrued expenses ...........
353,956 371,597
Other ...........................................
4,158 --
-----------
- -----------
Total adjustments .............................
1,825,099 796,918
-----------
- -----------
Net cash provided by operating activities .............
5,618,840 843,325
-----------
- -----------
Cash flows from investing activities:
Increase in deferred charges ..........................
(561,410) (495,680)
Purchases of fixed assets and leasehold improvements ..
(97,279) (157,694)
Investment in Partnership .............................
- -- (1,000)
-----------
- -----------
Net cash used for investing activities ................
(658,689) (654,374)
-----------
- -----------
Cash flows from financing activities:
Distributions to Parent ...............................
(3,633,416) --
Loan to stockholder ...................................
(1,100,000) --
Principal payments on notes payable-recourse financings
(49,061) (291,407)
-----------
- -----------
Net cash used for financing activities ................
(4,782,477) (291,407)
-----------
- -----------
Net increase (decrease) in cash ..........................
177,674 (102,456)
Cash, beginning of year ..................................
114,850 217,306
-----------
- -----------
Cash, end of year ........................................ $ 292,524
$ 114,850
===========
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements
March 31, 1997
(1) Organization
ICON Capital Corp. (the "Company") was incorporated in 1985. Until
August
20, 1996, the Company was owned by Peter D. Beekman, the Company's
former
President and Charles Duggan and Cortes DeRussy, the Company's
former
Executive Vice Presidents. On August 20, 1996, ICON Holdings
Corp.
("Holdings" or the "Parent") acquired all of the outstanding stock of
the
Company, as well as all of the outstanding stock of ICON Securities
Corp.
("Securities"), an affiliated company. Holdings is a joint venture
fifty
percent owned by Summit Asset Holding L.L.C., a subsidiary of a
diversified
financial and business services group based in the United Kingdom and
fifty
percent owned by Warrenton Capital Partners L.L.C. ("Warrenton"), which
was
formed by two of the founders of Griffin Equity Partners, Inc., a
U.S.
company engaged in the acquisition of leases and lease portfolios.
The
primary activity of the Company is the development, marketing
and
management of publicly registered equipment leasing limited
partnerships.
The Company also provides consulting services to unrelated parties
in
connection with the acquisition and administration of lease transactions.
The Company is the general partner and manager of ICON Cash Flow
Partners,
L.P.,Series A ("ICON Cash Flow A"), ICON Cash Flow Partners, L.P.,
Series B
("ICON Cash Flow B"), ICON Cash Flow Partners, L.P., Series C ("ICON
Cash
Flow C"), ICON Cash Flow Partners, L.P., Series D ("ICON Cash Flow
D"),
ICON Cash Flow Partners, L.P., Series E ("ICON Cash Flow E") , ICON
Cash
Flow Partners L.P. Six ("ICON Cash Flow Six") and ICON Cash Flow
Partners
L.P. Seven ("ICON Cash Flow Seven") (collectively the
"Partnerships"),
which are publicly registered equipment leasing limited partnerships.
The
Partnerships were formed for the purpose of acquiring equipment and
leasing
such equipment to third parties. The Company's investments in
the
Partnerships of $7,000 are carried at cost and are included in prepaid
and
other assets.
The Company earns fees from the Partnerships on the sale of
Partnership
units. Additionally, the Company also earns acquisition and management
fees
and shares in Partnership cash distributions. ICON Cash Flow Seven,
the
newest partnership, was formed on May 23, 1995 with an initial
capital
contribution of $1,000 and began offering its units to suitable
investors
on November 9, 1995. The Company earned fees from the sale of ICON
Cash
Flow Seven units upon its initial closing and will continue to earn
fees
thereafter on each subsequent closing. The offering period for ICON
Cash
Flow Seven will end 24 months after the Partnership began offering
such
units, November 9, 1997.
The following table identifies pertinent offering information by
the
Partnerships:
Date Operations Date Ceased Gross
Proceeds
Began Offering Units Raised
ICON Cash Flow A ....... May 6, 1988 February 1, 1989 $ 2,504,500
ICON Cash Flow B ....... September 22, 1989 November 15, 1990 20,000,000
ICON Cash Flow C ....... January 3, 1991 June 20, 1991 20,000,000
ICON Cash Flow D ....... September 13, 1991 June 5, 1992 40,000,000
ICON Cash Flow E ....... June 5, 1992 July 31, 1993 61,041,151
ICON Cash Flow Six ..... March 31, 1994 November 8, 1995 38,385,712
ICON Cash Flow Seven ... January 19, 1996 (1) 38,136,456
------------
$220,067,819
============
(1) Gross proceeds raised through June 13, 1997.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(2) Significant Accounting Policies
(a) Significant Accounting Policies
Basis of Accounting and Presentation - The Company's
financial
statements have been prepared on the historical cost basis
of
accounting using the accrual basis. The preparation of
financial
statements in conformity with generally accepted accounting
principles
requires management to make estimates and assumptions that affect
the
reported amounts of assets and liabilities and disclosure of
contingent
assets and liabilities at the date of the financial statements and
the
reported amounts of revenues and expenses during the reporting
period.
Actual results could differ from those estimates.
(b) Disclosures About Fair Value of Financial Instruments
The Statement of Financial Accounting Standards No. 107 ("SFAS
No.
107"), "Disclosures about Fair Value of Financial Instruments"
requires
disclosures about the fair value of financial instruments. The
fair
value of the Company's financial instruments (cash and
receivables)
approximate the carry value at March 31, 1997.
(c) Revenue and Cost Recognition
Income Fund Fees:
The Company earns fees from the Partnerships for the organization
and
offering of each Partnership and for the acquisition, management
and
administration of their lease portfolios. Organization and
offering
fees are earned based on investment units sold and are recognized
at
each closing. Acquisition fees are earned based on the purchase
price
paid or the principal amount of each transaction entered
into.
Management and administrative fees are earned for actively managing
the
leasing, re-leasing, financing and refinancing of Partnership
equipment
and financing transactions and for the administration of
the
Partnerships. Management and administrative fees are earned
based
primarily on gross rental payments.
The Company had accounts receivable due from the Partnerships
of
$1,323,502 and $2,023,380 at March 31, 1997 and 1996,
respectively.
Included in these amounts are receivables of $758,452 and
$667,824,
respectively, due from ICON Cash Flow A, ICON Cash Flow B and ICON
Cash
Flow C relating to management fees which have been earned, but
deferred
since September 1, 1993, as discussed below.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
Under the Partnership agreements, the Company is entitled to
management
fees from the Partnerships. Management fees are subordinate to
the
preferred cash distributions to limited partners, on a
cumulative
basis, during the period of reinvestment. Effective September 1,
1993,
ICON Cash Flow A, ICON Cash Flow B, and ICON Cash Flow C decreased
the
monthly distribution rate to limited partners from the
cash
distribution rates stated in their prospectuses. Currently
such
distribution rates are at an annual rate of 9%. As a result of
the
decreased distribution rate, all management fees payable to the
Company
related to these entities have been deferred until the limited
partners
of ICON Cash Flow A, ICON Cash Flow B and ICON Cash Flow C
have
received their stated cash distribution rate of return on a
cumulative
basis. Management fees deferred for the period September 1, 1993
to
March 31, 1997 totaled $758,452 and were comprised of $36,263 for
ICON
Cash Flow A, $127,000 for ICON Cash Flow B and $595,189 for ICON
Cash
Flow C. Such amounts are included in receivables due from
managed
income funds as well as in deferred management fees on the March
31,
1997 balance sheet.
Lease Consulting Fees:
The Company earns consulting fees for arranging lease
financing
transactions between unrelated third parties. Such fees are
recognized
as income when the unrelated third parties consummate the
lease
financing transaction.
(d) Deferred Charges
Under the terms of the Partnerships' agreements, the Company
is
entitled to be reimbursed for the costs of organizing and offering
the
units of the Partnerships from the gross proceeds raised, subject
to
certain limitations, based on the number of investment units sold.
The
unamortized balance of these costs are included on the balance
sheets
as deferred charges and are being amortized over the offering period.
(e) Fixed Assets and Leasehold Improvements
Fixed assets, which consist primarily of computer equipment,
software
and furniture and fixtures, are recorded at cost and are
being
depreciated over three to five years using the straight-line
method.
Leasehold improvements are also recorded at cost and are
being
amortized over the estimated useful lives of the improvements, or
the
term of the lease, if shorter, using the straight-line method.
(f) Investment in Equipment Under Operating Lease
The Company's investment in equipment under operating lease
was
recorded at cost and the equipment was being depreciated to
estimated
salvage value. Both lease rentals and depreciation were recognized
on
the straight line basis over the lease term. The Company,
on a
non-recourse basis, financed the purchase of the equipment
with a
financial institution. Interest on the related non-recourse
financing
was calculated under the interest method. The excess of rental
income
over depreciation and related interest expense represents the
net
amount earned under this transaction. The lease terminated in
fiscal
1997 and a gain of $1,694 was recognized on disposition.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(g) Income Taxes
The Company accounts for its income taxes following the
liability
method as provided for in Statement of Financial Accounting
Standard
No. 109 (" SFAS 109"), "Accounting for Income Taxes."
The Company will file stand alone Federal and state income tax
returns
for the period April 1, 1996 to August 20, 1996. Thereafter
the
Company's activity will be included in the combined Federal and
state
income tax returns of Holdings.
(3) Stockholder's Equity
As of March 31, 1997, Holdings had an outstanding demand promissory
note
for $1,100,000. The note bears interest at the rate of 18% only in
the
event of default. The note is reflected, for financial statement
reporting
purposes, as a reduction from stockholders' equity.
(4) Related Party Transactions
The Company earns fees from the Partnerships for the organization
and
offering of each Partnership and for the acquisition, management
and
administration of their lease portfolios. Receivables from managed
income
funds primarily relate to such fees earned from the Partnerships.
The
Company also earns a management fee from Securities for the support
and
administration of Securities' operations. Receivables from affiliates
are
due from entities controlled by Holdings. These receivables
relate
primarily to the reimbursement of amounts paid by the Company on behalf
of
such entities.
In 1996, pursuant to a proxy solicitation, the limited partners in
ICON
Cash Flow B agreed to the following two amendments to their
Partnership
Agreement: (1) extend the Reinvestment Period for a maximum of
four
additional years, and (2) eliminate ICON Cash Flow B's obligation to
pay
the Company $228,906 of the $355,906 in deferred management fees which
were
outstanding as of November 15, 1995, the original end of the
Reinvestment
Period. The elimination of these fees reduced receivables from
related
parties - managed income funds and deferred management fees -
related
parties in the same amount. In addition, the remaining $127,000 in
deferred
management fees, when paid to the Company, would be returned to ICON
Cash
Flow B in the form of an additional capital contribution.
For the year ended March 31, 1997, the Company paid $3,633,416
in
distributions to Holdings.
5) Prepaid and Other Assets
Included in prepaid and other assets are unamortized insurance costs,
the
Company's investment in the Partnerships and sublease receivables.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(6) Income Taxes
The provision (benefit) for income taxes consisted of the following:
1997 1996
---- ----
Current
Federal $ 185,780 $ -
State 154,998 -
Deferred:
Federal (24,563) 46,078
State (204,205) 28,025
----------- ----------
$ 112,010 $ 74,103
=========== ==========
Deferred income taxes are provided for the temporary differences
between
the financial reporting basis and the tax basis of the Company's assets
and
liabilities. The deferred tax liability at March 31, 1997 and
1996
represents the net of deferred tax assets of $91,979 and
$620,189,
respectively, and deferred tax liabilities of $347,155 and
$1,104,133,
respectively for March 31, 1997 and 1996. Deferred income taxes at
March
31, 1997 are primarily the result of temporary differences relating to
the
carrying value of fixed assets, equipment under an operating lease,
the
investments in the Partnerships, and deferred charges.
The following table reconciles income taxes computed at the
federal
statutory rate to the Company's effective tax rate for the years
ended
March 31, 1997 and 1996:
<TABLE>
1997 1996
- ---- ----
Tax
Rate Tax Rate
<S> <C>
<C> <C> <C>
Federal statutory ......................................... $ 1,327,955
34.00% $ 40,973 34.00%
State income taxes, net of Federal tax effect ............. (32,477)
(0.83) 18,497 15.35
Distribution to Parent .................................... (1,235,361)
(31.63) -- --
Adjustment to prior year Federal income tax ............... --
- -- 12,773 10.60
Meals and entertainment exclusion ......................... 21,979
0.56 11,490 9.53
Effect of graduated rates ................................. --
- -- (10,724) (8.90)
Other ..................................................... 29,914
0.77 1,094 0.91
-----------
- ------ ----------- -----
$ 112,010
2.87% $ 74,103 61.49%
===========
====== =========== =====
</TABLE>
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(7) Notes Payable - Recourse
Notes payable at March 31, 1997 and 1996 were as follows:
<TABLE>
1997 1996
- ---- ----
<S>
<C> <C>
Note, with imputed interest of 10%, payable in monthly installments of
$5,208 through October 1996
On April 1, 1996 the outstanding obligation was paid in full ..............
$ -- $ 35,261
Various obligations under capital leases, payable in monthly
installments through March 2002
......................................... 196,105 10,924
- -------- --------
$196,105 $ 46,185
======== ========
</TABLE>
(8) Investment in Equipment Under Operating Lease
On December 12, 1993, the Company invested $5,340,436 in
manufacturing
equipment and leased such equipment to a third party user for a two
year
period with rent commencing on January 1, 1994. Rentals were
payable
monthly in advance. Simultaneously with the purchase of the equipment,
the
Company, on a non-recourse basis, obtained $5,393,840 in financing
from a
financial institution, of which $5,340,436 of such proceeds were
paid
directly to the equipment vendor to satisfy the cost of the equipment.
The
excess of the proceeds from the financing over the cost of the
equipment,
$53,404, was paid directly to the Company and was earned over the two
year
period of the lease. All rental payments by the lessee were paid
directly
to the financial institution. The original non-recourse financing
bore
interest at a rate of 6.6%, and was paid in 24 monthly installments
of
$55,097 through December 1995, with a final payment of $4,699,584 due
in
January 1996.
Effective January 1, 1996, the lessee renewed the lease and the
bank
extended the term of the collateralized non-recourse note. The terms of
the
renewal required monthly rentals of $171,294, payable by the lessee
in
advance, for two years. Such rental payments continued to be paid
directly
to the financial institution to reduce the loan, with interest
now
calculated at 8.95%. The lease terminated in fiscal 1997 and a gain
of
$1,694 was recognized on disposition.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(9) Commitments and Contingencies
The Company has operating leases for office space through the year
2004.
Rent expense for the years ended March 31, 1997 and 1996 amounted
to
$347,990 and $319,000, net of sublease income of $170,602 and
$164,879,
respectively. The future minimum rental commitments under
non-cancelable
operating leases are due as follows (sublease rental income are all
from
short term leases):
Fiscal Year Ending
March 31, Amount
1998 $ 520,683
1999 669,176
2000 503,688
2001 490,817
2002 504,840
Thereafter 1,345,822
----------
$4,035,026
==========
(10) Supplemental Disclosure of Cash Flow Information
During the year ended March 31, 1997 and 1996, the Company paid $6,818
and
$27,344 in interest on recourse financing, respectively.
Certain equipment, which the Company was carrying as investment
in
equipment under operating lease, was paid for directly by a
financing
institution. In connection with this transaction, the lessee's
monthly
installments were remitted directly to the financing institution
to
service the Company's non-recourse note payable, which was incurred
when
the financing institution paid for the equipment on behalf of the
Company.
For the years ended March 31, 1997 and 1996, such payments
aggregated
$1,541,647 and $1,009,756, which was comprised of $1,293,775 and
$676,028
of principal and $247,872 and $333,728 of interest. The equipment
under
the operating lease was sold to the lessee in settling the
non-recourse
financing.
For the year ended March 31, 1997, the Company purchased $196,105 in
fixed
assets utilizing proceeds from capital lease transactions.
<PAGE>
EXHIBIT B
PRIOR PERFORMANCE TABLES
OF THE PRIOR PUBLIC PROGRAMS
<PAGE>
Prior Performance Tables
The following unaudited tables disclose certain information relating to
the
performance, operations and investment for six of the General Partner's
previous
publicly-offered income-oriented programs, ICON Cash Flow Partners, L.P.,
Series
A ("Series A"), ICON Cash Flow Partners, L.P., Series B ("Series B"), ICON
Cash
Flow Partners, L.P., Series C ("Series C"), ICON Cash Flow Partners,
L.P.,
Series D ("Series D"), ICON Cash Flow Partners, L.P., Series E ("Series E")
and
ICON Cash Flow Partners L.P. Six ("LP Six"), collectively the "Prior
Public
Programs"). Purchasers of the Units of limited partnership interest in ICON
Cash
Flow Partners L.P. Seven being offered by this Prospectus will not acquire
any
ownership interest in any of the Prior Public Programs and should not
assume
that they will experience investment results or returns, if any, comparable
to
those experienced by investors in the Prior Public Programs.
Additional information concerning the Prior Public Programs will
be
contained in Form 10-K Annual Reports for each such Program which may
be
obtained (after their respective filing dates) without charge by contacting
ICON
Capital Corp., 600 Mamaroneck Avenue, Harrison, New York 10528-1632. Such
Form
10-K Annual Reports will also be available upon request at the office of
the
Securities and Exchange Commission, Washington, D.C. The results of the
Prior
Public Programs should not be considered indicative of the likely results of
the
Partnership. Moreover, the information presented below should not be
considered
indicative of the extent to which the Prior Public Programs will achieve
their
objectives, because this will in large part depend upon facts which cannot
now
be determined or predicted.
See "Other Offerings By the General Partner and Its Affiliates" in
this
Prospectus for a narrative discussion of the general investment objectives
of
the Prior Public Programs and a narrative discussion of the data concerning
the
Prior Public Programs contained in these Tables. Additionally, see Table
VI
"Acquisition of Equipment by the Prior Public Programs" which is contained as
an
Exhibit to the Registration Statement, as amended, of which this Prospectus
is a
part.
Table Description Page
I Experience in Raising and Investing Funds B-2
II Compensation to the General Partner and Affiliates B-4
III Operating Results of Prior Public Programs
* Series A B-5
* Series B B-7
* Series C B-9
* Series D B-11
* Series E B-13
* LP Six B-15
IV Results of Completed Prior Public Programs (None) B-17
V Sales or Disposition of Equipment by Prior Public
* Series A B-18
* Series B B-21
* Series C B-28
* Series D B-32
* Series E B-36
* LP Six B-43
B-1
<PAGE>
TABLE I
Experience in Raising and Investing Funds
(unaudited)
The following table sets forth certain information concerning the experience
of
the General Partner in raising and investing limited partners' funds in
its
Prior Public Programs: <TABLE>
Series A
Series B Series C Series D
<S> <C> <C>
<C> <C> <C> <C> <C> <C>
Dollar amount offered $40,000,000
$20,000,000 $20,000,000 $40,000,000
===========
=========== =========== ===========
Dollar amount raised $2,504,500 100.0%
$20,000,000 100.0% $20,000,000 100.0% $40,000,000 100.0%
Less: Offering expenses:
Selling commissions 262,973 10.5%
1,800,000 9.0% 2,000,000 10.0% 4,000,000 10.0%
Organization and offering expenses paid to
General Partner or its Affiliates 100,180 4.0%
900,000 4.5% 600,000 3.0% 1,400,000 3.5%
Reserves 25,045 1.0%
200,000 1.0% 200,000 1.0% 400,000 1.0%
---------- -----
- ---------- ----- ---------- ----- ---------- -----
Offering proceeds available for investment $2,116,302 84.5%
$17,100,000 85.5% $17,200,000 86.0% $34,200,000 85.5%
========== =====
=========== ===== =========== ===== =========== =====
Debt proceeds $4,190,724
$46,092,749 $50,355,399 $65,062,589
==========
=========== =========== ===========
Total equipment acquired $7,576,758
$65,580,973 $70,257,280 $125,950,793
==========
=========== =========== ============
Acquisition fees paid to General Partner
and its affiliates $ 206,710
$2,219,998 $2,396,810 $4,539,336
==========
========== ========== ==========
Equipment acquisition costs as a percentage of amount raised:
Purchase price 81.84%
82.23% 82.70% 82.02%
Acquisition fees paid to General Partner
or its Affiliates 2.66%
3.27% 3.30% 3.48%
----------
- ---------- ---------- ----------
Percent invested 84.5%
85.5% 86.0% 85.5%
==========
========== ========== ==========
Percent leveraged (non-recourse debt
financing divided by total purchase price) 55.31%
70.28% 71.67% 51.66%
Date offering commenced 1/9/87
7/18/89 12/7/90 8/23/91
Original offering period (in months) 24
18 18 18
Actual offering period (in months) 24
17 7 10
Months to invest 90% of amount available for
investment (measured from the beginning of
offering) 24
18 10 4
</TABLE>
<PAGE>
TABLE I
Experience in Raising and Investing Funds
(unaudited)
The following table sets forth certain information concerning the experience
of
the General Partner in raising and investing limited partners' funds in
its
Prior Public Programs: <TABLE>
Series
E L.P. Six
<S> <C>
<C> <C> <C>
Dollar amount offered $80,000,000
$120,000,000
===========
============
Dollar amount raised $61,041,151 100.0%
$38,385,712 100.0%
Less: Offering expenses:
Selling commissions 6,104,115
10.0% 3,838,571 10.0%
Organization and offering expenses paid to
General Partner or its Affiliates 2,136,440
3.5% 1,343,500 3.5%
Reserves 610,412
1.0% 383,857 1.0%
----------- -----
- ----------- ----
Offering proceeds available for investment $52,190,184 85.5%
$32,819,784 85.5%
=========== =====
=========== ====
Debt proceeds $118,174,329
$110,105,846
============
============
Total equipment acquired $204,297,446
$154,419,513
============
============
Acquisition fees paid to General Partner
and its affiliates $ 7,021,906
$ 4,390,033
===========
===========
Equipment acquisition costs as a percentage of amount raised:
Purchase price
82.18% 82.74%
Acquisition fees paid to General Partner
or its Affiliates
3.32% 2.76%
-----------
- -----------
Percent invested
85.5% 85.5%
===========
===========
Percent leveraged (non-recourse debt
financing divided by total purchase price)
57.84% 71.30%
Date offering commenced
6/5/92 11/12/93
Original offering period (in months)
24 24
Actual offering period (in months)
13 24
Months to invest 90% of amount available for
investment (measured from the beginning
of offering)
9 16
</TABLE>
<PAGE>
TABLE II
Compensation to the General Partner and Affiliates
(unaudited)
The following table sets forth certain information concerning the
compensation
derived by the General Partner and its affiliates from its Prior
Public
Programs: <TABLE>
Series A Series B Series
C Series D Series E L.P. Six
<S> <C> <C>
<C> <C> <C> <C>
Date offering commenced ............... 1/9/87 7/18/89
12/7/90 8/23/91 6/5/92 11/12/93
Date offering closed .................. 1/8/89 11/16/90
6/20/91 6/5/92 7/31/93 11/8/95
Dollar amount raised .................. $2,504,500 $20,000,000
$20,000,000 $40,000,000 $61,041,151 $38,385,712
========== ===========
=========== =========== =========== ============
Amounts paid to the General Partner and its Affiliates from proceeds of
the
offering:
Underwriting and sales commissions .. $ 63,450 $ 215,218 $
413,120 $ 807,188 $ 1,226,111 $ 767,714
========== ===========
=========== =========== =========== ============
Organization and offering
reimbursements .................... $ 100,180 $ 900,000 $
600,000 $ 1,400,000 $ 2,136,440 $ 1,343,500
========== ===========
=========== =========== =========== ============
Acquisition fees .................... $ 206,710 $ 2,219,998 $
2,396,810 $ 4,539,336 $ 7,021,906 $ 4,390,033
========== ===========
=========== =========== =========== ============
Dollar amount of cash generated from
operations before deducting such
payments/accruals to the
General Partner and Affiliates ...... $4,820,518 $20,678,586
$20,781,560 $30,597,149 $77,103,875 $24,845,848
========== ===========
=========== =========== =========== ============
Amount paid or accrued to General Partner and Affiliates:
Management fee ...................... $ 306,061 $ 2,782,287 $
2,646,269 $ 3,990,456 $ 5,498,263 $ 2,306,163
========== ===========
=========== =========== =========== ============
Administrative expense
reimbursements ...................... $ 104,812 $ 648,807 $
514,087 $ 1,385,155 $ 2,872,357 $ 1,163,626
========== ===========
=========== =========== =========== ============
</TABLE>
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series A
(unaudited)
The following table summarizes the operating results of Series A.
The
Program's records are maintained in accordance with Generally
Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
For the Three
Months Ended March
31, For the Years Ended December 31,
---------------------
- -----------------------------------------------------------------
1997
1996 1995 1994 1993 1992
----
- ---- ---- ---- ---- ----
<S> <C>
<C> <C> <C> <C> <C>
Revenues $ 8,053 $
53,041 $ 128,935 $ 188,148 $ 317,069 $ 279,699
Net gain (loss) on sales or remarketing
of equipment 26,309
142,237 74,970 87,985 118,143 14,608
---------
- --------- --------- --------- --------- ---------
Gross revenue 34,362
195,278 203,905 276,133 435,212 294,307
Less:
Interest expense 2,625
15,092 39,350 63,423 84,324 81,976
General and administrative 2,931
32,252 36,641 34,468 32,040 24,601
Provision for bad debts (3) -
- - 10,000 33,500 87,551 133,569
Depreciation expense -
- - 18,236 46,330 97,179 91,244
Administrative expense reimbursement
- General Partner 1,297
7,133 9,690 11,404 4,125 -
Management fees - General Partner 735
4,055 5,951 13,607 36,261 39,297
Amortization of initial direct costs -
- - - 27 686 4,129
---------
- --------- --------- --------- --------- ---------
Net income (loss) - GAAP $ 26,774 $
136,746 $ 84,037 $ 73,374 $ 93,046 $ (80,509)
=========
========= ========= ========= ========= =========
Net income (loss) - GAAP - allocable to
limited partners $ 25,435 $
129,909 $ 79,835 $ 69,705 $ 88,394 $ (76,484)
=========
========= ========= ========= ========= =========
Taxable income from operations (2) (1)
198,523 $ 94,532 $ 111,397 130,892 $ 216,617
=========
========= ========= ========= ========= =========
Cash generated from operations $ 73,381 $
210,327 $ 268,467 $ 301,679 $ 382,184 $ 499,383
Cash generated from sales 30,659
202,787 136,363 216,200 490,078 72,608
Cash generated from refinancing -
- - - - - -
---------
- --------- --------- --------- --------- ---------
Cash generated from operations, sales and
refinancing 104,040
413,114 320,793 517,879 872,262 571,991
Less:
Cash distributions to investors from
operations,
sales and refinancing 56,351
225,405 225,533 233,651 356,915 385,108
Cash distributions to General Partner
from operations,
sales and refinancing 2,966
11,863 11,867 12,297 18,785 20,269
---------
- --------- --------- --------- --------- ---------
Cash generated from operations, sales
and refinancing after cash
distributions $ 44,723 $
175,846 $ 83,393 $ 271,931 $ 496,562 $ 166,614
=========
========= ========= ========= ========= =========
</TABLE>
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series A (Continued)
(unaudited)
<TABLE>
For the Three
Months Ended March
31, For the Years Ended December 31,
---------------------
- ------------------------------------------------------------
1997
1996 1995 1994 1993 1992
----
- ---- ---- ---- ---- ----
Tax data and distributions per $1,000
limited partner investment
Federal income tax results:
<S> <C>
<C> <C> <C> <C> <C>
Taxable from operations (2) (1) $
37.65 $ 35.86 $ 42.25 $ 49.65 $ 82.17
============
========== ========= ========= ========= ==========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 10.16 $
38.13 $ 31.88 $ 27.83 $ 35.29 -
Return of capital $ 12.34 $
51.87 $ 58.18 $ 65.46 $ 107.22 $ 153.77
Source (on Cash basis)
- Operations $ 22.50 $
83.98 $ 90.06 $ 93.29 $ 142.51 $ 153.77
- Sales -
6.02 - - - -
- Refinancing -
- - - - - -
- Other -
- - - - - -
Weighted average number of limited
partnership ($500)
units outstanding 5,009
5,009 5,009 5,009 5,009 5,009
=========
========== ========= ========= ========= ==========
</TABLE>
(1) Interim tax information is not available.
(2) The difference between Net income (loss) - GAAP and Taxable income
from
operations is due to different methods of calculating depreciation
and
amortization, the use of the reserve method for providing for
possible
doubtful accounts under GAAP and different methods of recognizing
revenue
on Direct Finance Leases.
(3) The Partnership records a provision for bad debts to provide for
estimated
credit losses in the portfolio. This policy is based on an analysis of
the
aging of the Partnership's portfolio, a review of the
non-performing
receivables and leases, prior collection experience and historical
loss
experience.
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series
B
(unaudited)
The following table summarizes the operating results of Series B.
The
Program's records are maintained in accordance with Generally
Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
For the Three
Months Ended March
31, For the Years Ended December 31,
----------------------
- --------------------------------------------------------------
1997
1996 1995 1994 1993 1992
----
- ---- ---- ---- ---- ----
<S> <C>
<C> <C> <C> <C> <C>
Revenue $ 80,274 $
342,739 $ 715,841 $1,327,962 $2,526,762 $4,569,135
Net gain on sales or remarketing
of equipment 28,197
176,924 480,681 288,714 185,542 74,302
---------
- ---------- ---------- --------- --------- ----------
Gross revenue 108,471
519,663 1,196,522 1,616,676 2,712,304 4,643,437
Less:
Interest expense 21,262
45,619 182,419 612,643 1,285,458 2,164,581
General and administrative 14,445
102,721 102,334 102,444 120,094 55,188
Administrative expense reimbursement
- General Partner 11,922
50,841 85,848 153,287 38,467 -
Management fees - General Partner (5) -
(228,906) 84,811 151,316 517,107 727,931
Depreciation expense -
- - 54,799 106,001 244,819 1,070,890
Amortization of initial direct costs -
4 33,433 100,949 255,570 507,241
Provision for bad debts (3) -
- - 25,000 - 20,000 8,734
Write down of estimated residual values -
- - - - - 506,690
---------
- ---------- ---------- --------- --------- ----------
Net income (loss) - GAAP $ 60,842 $
549,384 $ 627,878 $ 390,036 $ 230,789 $ (397,818)
=========
========== ========== ========= ========= ==========
Net income (loss) - GAAP - allocable to
limited partners $ 60,234 $
543,890 $ 621,599 $ 386,136 $ 228,461 $ (393,840)
=========
========== ========== ========= ========= ==========
Taxable income from operations (2) (1) $
740,381 $2,363,289 $ 475,707 $ 103,180 $ 140,974
=========
========== ========== ========= ========= ==========
Cash generated from operations $ 303,180
$1,002,547 $ 999,015 800,648 $2,434,478 $3,238,479
Cash generated from sales 28,364
600,737 2,148,030 $3,443,168 1,129,325 741,775
Cash generated from refinancing 1,500,000
- - - - - -
---------
- ---------- ---------- ---------- ---------- ----------
Cash generated from operations, sales and
refinancing 1,381,544
1,603,284 3,147,045 4,243,816 3,563,803 3,980,254
Less:
Cash distributions to investors from
operations, sales
and refinancing 449,550
1,798,200 1,799,763 1,800,000 2,466,667 2,800,000
Cash distributions to General Partner
from operations, sales
and refinancing 4,540
18,164 18,180 18,182 24,917 28,283
---------
- ---------- ---------- --------- --------- ----------
Cash generated from (used by) operations,
sales and refinancing after
cash distributions $1,377,454 $
(213,080) $1,329,102 $2,425,634 $1,072,219 $1,151,971
==========
========== ========== ========== ========== ==========
</TABLE>
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series B (Continued)
(unaudited)
<TABLE>
For the Three
Months Ended March 31,
For the Years Ended December 31,
---------------------
- ------------------------------------------------------------
1997 1996
1995 1994 1993 1992
---- ----
- ---- ---- ---- ----
Tax data and distributions per
$1,000 limited
partner investment
Federal income tax results:
<S> <C> <C>
<C> <C> <C> <C>
Taxable from operations (2) (1) $ 36.69 $
116.99 $ 23.55 $ 5.11 $ 6.98
============ ==========
========= ========= ========= ==========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 19.49 $ 27.23 $
31.08 $ 19.31 $ 11.42 -
Return of capital $ 3.01 $ 62.78 $
58.92 $ 70.69 $ 111.91 $ 140.00
Source (on Cash basis)
- Operations $ 15.17 $ 50.18 $
49.96 $ 39.63 $ 120.50 $ 140.00
- Sales 1.42 30.07
40.04 50.37 2.83 -
- Refinancing 5.91
- - - - - -
- Other -
9.75 - - - -
Weighted average number of
limited partnership
($100) units outstanding 199,800 199,800
199,986 200,000 200,000 200,000
========== ==========
========= ========= ========= ==========
</TABLE>
(1) Interim tax information is not available.
(2) The difference between Net income (loss) - GAAP and Taxable income
from
operations is due to different methods of calculating depreciation
and
amortization, the use of the reserve method for providing for
possible
doubtful accounts under GAAP and different methods of recognizing
revenue
on Direct Finance Leases.
(3) The Partnership records a provision for bad debts to provide for
estimated
credit losses in the portfolio. This policy is based on an analysis of
the
aging of the Partnership's portfolio, a review of the non-
performing
receivables and leases, prior collection experience and historical
loss
experience.
(4) The Partnership records a write down to its residual position if it
has
been determined to be impaired. Impairment generally occurs for one of
two
reasons: (1) when the recoverable value of the underlying equipment
falls
below the Partnership's carrying value or (2) when the primary
security
holder has foreclosed on the underlying equipment in order to satisfy
the
remaining lease obligation and the amount of proceeds received by
the
primary security holder in excess of such obligation is not sufficient
to
recover the Partnership's residual position.
(5) 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. As of March 20, 1996
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 $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, or $127,000 ($347,000 less $220,000) will be
returned
to the Partnership in the form of an additional Capital Contribution
by
the General Partner.
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series
C
(unaudited)
The following table summarizes the operating results of Series C.
The
Program's records are maintained in accordance with Generally
Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
For the Three Months
Ended March
31, For the Years Ended December 31,
--------------------
- ---------------------------------------------------------------
1997
1996 1995 1994 1993 1992
----
- ---- ---- ---- ---- ----
<S> <C>
<C> <C> <C> <C> <C>
Revenues $ 133,661 $
659,218 $ 964,104 $1,775,547 $3,203,141 $6,146,119
Net gain on sales or remarketing
of equipment 13,712
511,331 95,250 361,407 101,463 43,020
-----------
- --------- ---------- ---------- --------- ----------
Gross revenue 147,373
1,170,549 1,059,354 2,136,954 3,304,604 6,189,139
Less:
Interest expense 5,186
16,809 253,143 920,433 1,715,520 3,510,307
Administrative expense reimbursement
- General Partner 18,973
93,494 130,482 174,261 78,969 -
Management fees - General Partner 18,726
92,360 128,533 171,135 695,662 969,667
General and administrative 5,640
37,247 107,419 104,307 133,274 354,559
Amortization of initial direct costs -
6,912 38,892 154,879 427,625 865,051
Depreciation expense -
- - - 224,474 393,185 694,933
Provision for/(reversal of) bad debt (3) -
- - - 141,000 (90,000) 135,000
Write down of estimated residual value -
- - - - - 1,412,365
-----------
- --------- ---------- ---------- --------- ---------
Net income (loss) - GAAP $ 98,848 $
923,727 $ 400,885 $ 246,645 $ (49,631) $(1,752,743)
===========
========= ========== ========== ========= ===========
Net income (loss) - GAAP
- allocable to limited partners 97,860 $
914,490 $ 396,876 $ 244,000 $ (49,135) $(1,735,216)
===========
========= ========== ========== ========= ===========
Taxable income (loss) from
operations (2) (1)
$1,768,103 $ (649,775) $(3,611,476) $1,780,593 $1,722,134
===========
========== ========== =========== ========== ==========
Cash generated from operations $ 899,352
$1,987,290 $ 391,072 $2,854,887 $2,694,348 $2,861,889
Cash generated from sales 35,514
1,289,421 3,058,969 1,665,032 1,266,452 245,274
Cash generated from refinancing -
- - - - - -
-----------
- ----------- ----------- ----------- ---------- ----------
Cash generated from operations,
sales and refinancing 934,866
3,276,711 3,450,041 4,519,919 3,960,800 3,107,163
Less:
Cash distributions to investors from
operations,
sales and refinancing 446,558
1,786,992 1,796,363 1,799,100 2,466,667 2,800,000
Cash distributions to
General Partner from
operations, sales and refinancing 4,510
18,050 18,144 18,173 24,916 28,283
-----------
- --------- ---------- ---------- --------- ---------
Cash generated from operations,
sales and
refinancing after cash distributions $ 483,798
$1,471,669 $1,635,534 $2,702,646 $1,469,217 $ 278,880
===========
========== ========== ========== ========== =========
</TABLE>
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series C (Continued)
(unaudited)
<TABLE>
For the Three Months
Ended March
31, For the Years Ended December 31,
--------------------
- --------------------------------------------------------------
1997
1996 1995 1994 1993 1992
----
- ---- ---- ---- ---- ----
Tax data and distributions per $1,000
limited partner investment
<S> <C>
<C> <C> <C> <C> <C>
Federal income tax results:
Taxable (loss) from
operations (2) (1) $
88.16 $ (32.24) $ (178.86) $ 88.14 $ 85.25
===========
========= ========== ========== ========= =========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 4.93 $
46.06 $ 19.87 $ 12.21 - -
Return of capital $ 17.57 $
43.94 $ 70.13 $ 77.79 $ 123.33 $ 140.00
Source (on Cash basis)
- Operations $ 22.50 $
90.00 $ 19.59 $ 90.00 $ 123.33 $ 140.00
- Sales -
- - 70.41 - - -
- Refinancing -
- - - - - -
- Other -
- - - - - -
Weighted average number of
limited partnership
($100) units outstanding 198,470
198,551 199,558 199,900 199,992 200,000
===========
========= ========== ========== ========= =========
</TABLE>
(1) Interim tax information is not available.
(2) The difference between Net income (loss) - GAAP and Taxable income
from
operations is due to different methods of calculating depreciation
and
amortization, the use of the reserve method for providing for
possible
doubtful accounts under GAAP and different methods of recognizing revenue
on
Direct Finance Leases.
(3) The Partnership records a provision for bad debts to provide for
estimated
credit losses in the portfolio. This policy is based on an analysis of
the
aging of the Partnership's portfolio, a review of the
non-performing
receivables and leases, prior collection experience and historical
loss
experience.
(4) The Partnership records a write down to its residual position if it has
been
determined to be impaired. Impairment generally occurs for one of
two
reasons: (1) when the recoverable value of the underlying equipment
falls
below the Partnership's carrying value or (2) when the primary
security
holder has foreclosed on the underlying equipment in order to satisfy
the
remaining lease obligation and the amount of proceeds received by
the
primary security holder in excess of such obligation is not sufficient
to
recover the Partnership's residual position.
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series
D
(unaudited)
The following table summarizes the operating results of Series D.
The
Program's records are maintained in accordance with Generally
Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
For the
Three For the Years
Months Ended March
31, Ended December 31,
---------------------
- ----------------------------------------------------------------
1997
1996 1995 1994 1993 1992
----
- ---- ---- ---- ---- ----
<S> <C>
<C> <C> <C> <C> <C>
Revenues $ 583,215
$3,619,457 $3,270,722 $ 3,661,321 $6,300,753 $7,519,451
Net gain on sales or remarketing of equipment 302,687
2,391,683 1,931,333 1,199,830 313,468 31,225
----------
- --------- ---------- ----------- --------- ---------
Gross revenue 885,902
6,011,140 5,202,055 4,861,151 6,614,221 7,550,676
Less:
Management fees - General Partner 138,961
685,103 594,623 778,568 996,356 751,419
Amortization of initial direct costs 108,858
614,441 511,427 580,457 931,983 937,320
General and administrative 37,849
217,378 273,663 412,655 184,604 33,228
Interest expense 265,859
1,651,940 621,199 652,196 1,261,312 1,344,123
Provision for bad debts (4) -
- - 150,000 475,000 575,000 850,000
Administrative expense reimbursement
- General Partner 64,555
301,945 257,401 337,867 423,387 -
Depreciation expense -
- - - 4,167 1,144,609 2,773,402
----------
- ---------- ---------- ----------- ---------- ---------
Net income - GAAP $ 269,820
$2,540,333 $2,793,742 $ 1,620,241 $1,096,970 $ 861,184
==========
========== ========== =========== ========== =========
Net income - GAAP - allocable to limited partners $ 267,122
$2,514,930 $2,765,805 $ 1,604,039 $1,086,000 $ 852,572
==========
========== ========== =========== ========== =========
Taxable income from operations (2) (1)
$3,097,307 $1,641,323 $ 2,612,427 $5,766,321 $1,883,943
==========
========== ========== =========== ========== ==========
Cash generated from operations $ 904,512
$1,621,624 $2,756,354 $ 1,969,172 $6,330,281 $8,297,264
Cash generated from sales 8,738,593
15,681,303 6,776,544 9,054,589 5,143,299 199,841
Cash generated from refinancing -
5,250,000 4,148,838 - - -
----------
- ---------- ---------- ----------- ---------- ----------
Cash generated from operations, sales and
refinancing 9,643,105
22,552,927 13,681,736 11,023,761 11,473,580 8,497,105
Less:
Cash distributions to investors from operations,
sales and refinancing 1,397,054
5,588,508 5,589,207 5,596,503 5,600,000 4,347,156
Cash distributions to General Partner from
operations, sales and refinancing 14,112
56,450 56,457 56,530 56,564 43,911
----------
- --------- ---------- ----------- --------- ---------
Cash generated from operations, sales and
refinancing after cash distributions $8,231,939
$16,907,969 $8,039,072 $ 5,370,728 $5,817,016 $4,106,038
==========
=========== ========== =========== ========== ==========
</TABLE>
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series D (Continued)
(unaudited)
<TABLE>
For the
Three For the Years
Months Ended March
31, Ended December 31,
---------------------
- ------------------------------------------------------------------
1997
1996 1995 1994 1993 1992
----
- ---- ---- ---- ---- ----
Tax data and distributions per $1,000
limited partner investment
Federal income tax results:
<S> <C> <C>
<C> <C> <C> <C>
Taxable from operations (2) (1) $ 76.82
$ 40.70 $ 64.71 $ 142.72 $ 55.85
========== =========
========= ========= ========= =========
Cash distributions to investors (3)
Source (on GAAP basis)
Investment income $ 6.69 $ 63.00
$ 69.28 $ 40.13 $ 27.15 $ 25.53
Return of capital $ 28.31 $ 77.00
$ 70.72 $ 99.87 $ 112.85 $ 104.65
Source (on Cash basis)
- Operations $ 22.66 $ 40.62
$ 69.04 $ 48.77 $ 140.00 $ 130.18
- Sales 12.34
99.38 70.96 91.23 - -
- Refinancing -
- - - - - -
- Other -
- - - - - -
Weighted average number of limited
partnership
($100) units outstanding 399,158
399,179 399,229 399,703 400,000 333,945
========= =========
========= ========= ========= =========
</TABLE>
(1) Interim tax information is not available.
(2) The difference between Net income (loss) - GAAP and Taxable income
from
operations is due to different methods of calculating depreciation
and
amortization, the use of the reserve method for providing for
possible
doubtful accounts under GAAP and different methods of recognizing revenue
on
Direct Finance Leases.
(3) The program held its initial closing on September 13, 1991 and as of
its
final closing date on June 5, 1992 it had eighteen (18)
additional
semi-monthly closings. Taxable income from operations per $1,000
limited
partner investment is calculated based on the weighted average number
of
limited partnership units outstanding during the period.
(4) The Partnership records a provision for bad debts to provide for
estimated
credit losses in the portfolio. This policy is based on an analysis of
the
aging of the Partnership's portfolio, a review of the
non-performing
receivables and leases, prior collection experience and historical
loss
experience.
<PAGE>
TABLE III
Operating Results of Prior Public Programs-Series E
(unaudited)
The following table summarizes the operating results of Series E.
The
Program's records are maintained in accordance with Generally
Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
For the
Three For the Years Ended
Months Ended March
31, December 31,
---------------------
- -----------------------------------------------------------------
1997
1996 1995 1994 1993 1992
----
- ---- ---- ---- ---- ----
<S> <C>
<C> <C> <C> <C> <C>
Revenues $2,000,001
$7,907,175 $10,570,473 $10,946,254 $8,748,076 $ 490,347
Net gain on sales or remarketing
of equipment 214,999
1,942,041 1,610,392 628,027 1,486,575 -
----------
- --------- ----------- ----------- --------- ---------
Gross revenue 2,215,000
9,849,216 12,180,865 11,574,281 10,234,651 490,347
Less:
Interest expense 529,838
2,957,534 4,377,702 4,868,950 3,023,934 140,306
Amortization of initial direct costs 253,389
887,960 1,530,505 1,840,714 1,667,212 74,126
Management fees - General Partner 268,478
1,120,336 1,596,569 1,547,509 949,468 15,903
Depreciation 265,428
1,061,711 1,061,712 289,478 18,037 -
Administrative expense reimbursement
- General Partner 137,832
563,107 784,775 408,114 811,966 574,677
General and administrative 112,324
608,293 638,362 438,569 315,000 16,401
Provision for bad debts (4) -
400,000 600,000 250,000 2,186,750 150,000
Minority interest in joint venture 4,076
6,392 5,438 - - -
----------
- --------- ----------- ----------- ----------- ---------
Net income - GAAP $ 643,635
$2,243,883 $ 1,585,802 $ 1,527,095 $1,499,573 $ 93,611
==========
========== =========== =========== ========== =========
Net income - GAAP
- allocable to limited partner $ 637,199
$2,221,444 $ 1,569,944 $ 1,511,824 $1,484,577 $ 92,675
==========
========== =========== =========== ========== =========
Taxable income (loss) from operations(2) (1)
$(3,280,008) $ 1,700,386 $ 2,793,029 $3,293,140 $ 247,921
==========
=========== =========== =========== ========== =========
Cash generated from operations $2,994,950
$13,210,339 $ 8,768,414 $17,597,929 $18,415,294 $ 974,501
Cash generated from sales 9,256,632
10,358,637 7,419,261 6,492,842 9,416,909 -
Cash generated from refinancing 4,400,000
13,780,000 7,400,000 - 38,494,983 -
----------
- ---------- ----------- ----------- ----------- ---------
Cash generated from operations,
sales and refinancing 16,651,582
37,348,976 23,587,675 24,090,771 66,327,186 974,501
Less:
Cash distributions to investors
from operations,
sales and refinancing 1,942,398
7,771,164 7,773,082 8,390,043 5,796,799 468,726
Cash distributions to General Partner
from operations,
sales and refinancing 19,620
78,496 78,512 78,582 58,637 4,735
----------
- --------- ----------- ---------- ---------- ---------
Cash generated from operations,
sales and refinancing
after cash distributions $14,689,564
$29,499,316 $15,736,081 $15,622,146 $60,471,750 $ 501,040
===========
=========== =========== =========== =========== =========
</TABLE>
<PAGE>
TABLE III
Operating Results of Prior Public Programs-Series E (Continued)
(unaudited)
<TABLE>
For the
Three For the Year Ended
Months Ended March
31, December 31,
---------------------
- ------------------------------------------------------------
1997
1996 1995 1994 1993 1992
----
- ---- ---- ---- ---- ----
Tax and distribution data per $1,000
limited partner investment
Federal Income Tax results:
<S> <C>
<C> <C> <C> <C> <C>
Taxable income (loss) from operations (2) (1) $
(53.28) $ 27.61 $ 45.32 $ 66.54 $ 21.81
==========
========= ========= ========= ========== ==========
Cash distributions to investors (3)
Source (on GAAP basis)
Investment income $ 10.46 $
36.45 $ 25.75 $ 24.78 $ 30.32 $ 8.23
Return of capital $ 21.42 $
91.05 $ 101.75 $ 112.74 $ 88.06 $ 33.41
Source (on cash basis)
- Operations $ 31.88 $
127.50 $ 127.50 $ 137.52 $ 118.38 $ 41.64
- Sales -
- - - - - -
- Refinancings -
- - - - - -
- Other -
- - - - - -
Weighted average number of limited partnership
($100) units outstanding 609,380
609,503 609,650 610,080 489,966 112,552
==========
========= ========= ========= ========== ==========
</TABLE>
(1) Interim tax information is not available.
(2) The difference between Net income (loss) - GAAP and Taxable income
from
operations is due to different methods of calculating depreciation
and
amortization, the use of the reserve method for providing for
possible
doubtful accounts under GAAP and different methods of recognizing revenue
on
Direct Finance Leases.
(3) The program held its initial closing on July 6, 1992 and as of its
final
closing date of July 31, 1993 it had twenty-six (26)
additional
semi-monthly closings. Taxable income from operations per $1,000
limited
partner investment is calculated based on the weighted average number
of
limited partnership units outstanding during the period.
(4) The Partnership records a provision for bad debts to provide for
estimated
credit losses in the portfolio. This policy is based on an analysis of
the
aging of the Partnership's portfolio, a review of the
non-performing
receivables and leases, prior collection experience and historical
loss
experience.
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Six
(unaudited)
The following table summarizes the operating results of L.P. Six.
The
Program's records are maintained in accordance with Generally
Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
For the
Three For the Years
Months
Ended March 31, Ended December 31,
- --------------------- ----------------------------------
1997 1996 1995 1994
- ---- ---- ---- ----
<S>
<C> <C> <C> <C>
Revenues
$1,798,526 $9,238,182 $6,622,180 $ 203,858
Net gain on sales or remarketing of equipment
79,701 338,574 107,733 -
- --------- --------- --------- ---------
Gross revenue
1,878,227 9,576,756 6,729,913 203,858
Less:
Interest expense
665,728 4,330,544 3,003,633 2,142
Amortization of initial direct costs
418,146 1,349,977 828,154 12,748
Management fees - General Partner
267,846 1,333,394 696,096 8,827
Depreciation
212,162 848,649 636,487 -
Administrative expense reimbursement - General Partner
133,007 642,276 381,471 6,872
Provision for bad debts (4)
- - 750,000 570,000 63,500
Minority interest in joint venture
12,859 31,413 177,769 -
General and administrative
67,783 657,470 360,235 38,879
- --------- --------- --------- -------
Net income - GAAP $
100,696 $(366,967) $ 76,068 $70,890
========= ========= ========= =======
Net income - GAAP - allocable to limited partners $
99,689 $(363,297) $ 75,307 $70,181
========= ========= ========= =======
Taxable income (loss) from operations (2)
(1) $(574,054) $2,239,753 $71,033
========= ========= ========== =======
Cash generated from operations $
427,979 $9,923,936 $8,776,203 $439,913
Cash generated from sales
821,791 8,684,744 1,016,807 -
Cash generated from refinancing
7,780,328 9,113,081 33,151,416 -
- --------- --------- ---------- --------
Cash generated from operations, sales and refinancing
9,030,098 27,721,761 42,944,426 439,913
Less:
Cash distributions to investors from operations,
sales and refinancing
1,028,723 4,119,354 2,543,783 311,335
Cash distributions to General Partner from operations,
sales and refinancing
10,391 41,613 25,694 3,145
- --------- --------- --------- --------
Cash generated from operations, sales and refinancing
after cash distributions
$7,990,984 $23,560,794 $40,374.949 $125,433
========== =========== =========== ========
</TABLE>
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Six
(unaudited)
<TABLE>
For the
Three For the Years
Months
Ended March 31, Ended December 31,
- --------------------- -------------------------------------
1997 1996 1995 1994
- ---- ---- ---- ----
Tax data and distributions per $1,000 limited
partner investment
<S>
<C> <C> <C> <C>
Federal income tax results:
Taxable income (loss) from operations
(2) (1) $ (14.83) $
85.13 $ 22.15
========= ========= ========= =========
Cash distributions to investors (3)
Source (on GAAP basis)
Investment income $
2.60 - $ 2.89 $ 22.10
Return of capital $
24.27 $ 107.50 $ 94.78 $ 75.94
Source (on cash basis)
- Operations $
11.18 $ 107.50 $ 97.67 $ 98.04
- Sales
15.69 - - -
- Refinancing
- - - - -
- Other
- - - - -
Weighted average number of limited partnership
($100) units outstanding
382,781 383,196 260,453 31,755
========= ========= ========= =========
</TABLE>
(1) Interim tax information is not available.
(2) The difference between Net income (loss) - GAAP and Taxable income
from
operations is due to different methods of calculating depreciation
and
amortization, the use of the reserve method for providing for
possible
doubtful accounts under GAAP and different methods of recognizing revenue
on
Direct Finance Leases.
(3) The program held its initial closing on March 31, 1994. Taxable income
from
operations per $1,000 limited partner investment is calculated based on
the
weighted average number of limited partnership units outstanding during
the
period.
(4) The Partnership records a provision for bad debts to provide for
estimated
credit losses in the portfolio. This policy is based on an analysis of
the
aging of the Partnership's portfolio, a review of the
non-performing
receivables and leases, prior collection experience and historical
loss
experience.
<PAGE>
TABLE IV
Results of Completed Prior Public Programs
(unaudited)
No Prior Public Programs have completed operations in the five
years
ended March 31, 1997.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for
ICON
Cash Flow Partners, L.P., Series A for the seven years ended December 31,
1996,
and the three months ended March 31, 1997. Each of the Programs' records
are
maintained in accordance with Generally Accepted Accounting Principles
("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net
Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1)
Value(2) Proceeds(3) Gain (Loss) Gain (Loss)
- ------------------------
- ---------------------------------------------------------------------------------------------------
<S><C> <C> <C> <C>
<C> <C> <C> <C>
Computers 1988 1990 $32,352
$13,859 $16,955 $3,096 $1,064
Office Copier 1988 1990 $180,922
$52,504 $52,504 $0 ($30,400)
Agriculture 1988 1991 $19,032
$8,921 $7,225 ($1,696) ($2,214)
Computers 1988 1991 $8,450
$0 $465 $465 $0
Computers 1989 1991 $363,540
$28,027 $56,077 $28,050 $14,962
Telecommunications 1990 1991 $827,804
$49,393 $0 ($49,393) $0
Medical 1988 1991 $29,756
$0 $0 $0 ($10,626)
Copiers 1988 1991 $235,863
$0 $0 $0 ($18,115)
Agriculture 1988 1992 $61,200
$25,810 $24,152 ($1,658) $0
Computers 1988 1992 $51,353
$0 $0 $0 $0
Copiers 1988 1992 $195,875
$0 $0 $0 $0
Material Handling 1988 1992 $78,321
$0 $0 $0 $0
Medical 1988 1992 $50,433
$15,250 $7,000 ($8,250) $34,389
Computers 1989 1992 $41,058
$4,553 $6,606 $2,053 ($13,951)
Copiers 1989 1992 $81,913
$6,495 $6,495 $0 $1,114
Office Equipment 1989 1992 $81,986
$2,821 $12,298 $9,477 ($28,695)
Computers 1991 1992 $3,607
$3,196 $4,142 $946 $1,076
Furniture And Fixtures 1992 1992 $4,325
$4,430 $4,390 ($40) $65
Computers 1988 1993 $71,813
$0 $0 $0 $0
Furniture 1988 1993 $350,000
$0 $0 $0 $0
Medical 1988 1993 $221,191
$182 $2,382 $2,200 $2,341
Agriculture 1989 1993 $57,975
$2,050 $2,932 $882 ($1,724)
Printing 1989 1993 $126,900
$5,661 $7,800 $2,139 ($10,729)
Reprographics 1989 1993 $112,500
$115 $115 $0 ($12,079)
Computers 1990 1993 $79,043
$0 $0 $0 $0
Reprographics 1990 1993 $71,805
$8,391 $12,528 $4,137 $0
Retail 1990 1993 $198,513
($32,916) $67,894 $100,810 $0
Video Production 1990 1993 $341,796
$67,965 $161,615 $93,650 $24,507
Computers 1991 1993 $135,380
$6,540 $20,134 $13,594 ($50,622)
Fixture 1992 1993 $2,267
$1,635 $1,824 $189 $11
Telecommunications 1992 1993 $20,000
$11,840 $11,200 ($640) ($4,800)
Video Production 1992 1993 $3,362
$1,110 $592 ($518) ($2,867)
Manufacturing & Prod 1993 1993 $22,660
$0 $0 $0 $0
Agriculture 1988 1994 $30,000
$288 $288 $0 $0
Medical 1988 1994 $46,050
$6,438 $6,438 $0 $0
Computers 1989 1994 $71,152
$6,942 $500 ($6,442) ($1,449)
Computers 1991 1994 $156,552
$6,882 $16,611 $9,729 ($41,137)
Material Handling 1991 1994 $7,013
$1,973 $2,203 $230 ($604)
Medical 1991 1994 $40,556
($11,278) $1,460 $12,738 $375
Fixture 1992 1994 $3,396
$751 $845 $94 ($1,192)
Manufacturing & Prod 1992 1994 $17,103
($199) $0 $199 ($5,443)
Furniture 1993 1994 $26,868
$0 $0 $0 $0
Manufacturing & Prod 1993 1994 $27,096
$10,139 $11,054 $915 $0
Agriculture 1989 1994 $14,191
$350 $350 $0 $0
Printing 1993 1994 $24,112
$24,030 $27,061 $3,031 $0
Computers 1991 1995 $17,200
$173 $3,522 $3,349 $1,594
Copiers 1991 1995 $49,081
$7,350 $7,423 $73 ($3,044)
Sanitation 1991 1995 $21,452
$560 $4,818 $4,258 $3,010
Agriculture 1992 1995 $7,828
$462 $737 $275 ($1,901)
Computers 1993 1995 $64,391
$36,094 $5,863 ($30,231) $0
Manufacturing & Prod 1993 1995 $28,557
$8,752 $8,912 $160 $0
Retail 1993 1995 $28,507
($9) $697 $706 $0
Computers 1991 1996 $35,618
$1,502 $20,150 $18,648 $19,571
Copiers 1991 1996 $117,238
$17,784 $32,380 $14,596 $28,006
Material Handling 1991 1996 $14,996
$843 $3,223 $2,380 $3,432
Sanitation 1991 1996 $35,854
$5,946 $5,649 ($297) $5,260
Fixture 1992 1996 $18,452
$1,909 $1,909 $0 ($1,919)
Computers 1993 1996 $72,479
($573) $515 $1,088 $0
Furniture 1993 1996 $9,978
($2) $0 $2 $0
Material Handling 1993 1996 $11,824
$0 $0 $0 $0
Manufacturing & Prod 1993 1996 $33,190
$400 $403 $3 $0
Retail 1993 1996 $44,673
($5) $0 $0 $0
Sanitation 1993 1996 $5,822
$0 $0 $0 $0
Video Production 1993 1996 $41,465
$12,099 $12,441 $342 $0
Medical 1994 1996 $12,166
$960 $2,000 $1,040 ($4,259)
Computers 1991 1997 $75,602
$4,349 $15,753 $11,403 (4)
Retail 1993 1997 $6,088
$30 $30 $0 (4)
Computers 1993 1997 $25,045
$0 $0 $0 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation
and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any
direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1997.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for
ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31,
1996,
and the three months ended March 31, 1997. Each of the Programs' records
are
maintained in accordance with Generally Accepted Accounting Principles
("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net
Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value
(2) Proceeds (3) Gain (Loss) Gain (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S><C> <C> <C> <C>
<C> <C> <C> <C>
Manufacturing & Prod 1990 1990 $31,129
$28,288 $34,142 $5,854 $3,013
Mining 1990 1990 $145,227
$120,804 $120,804 $0 $0
Video Production 1990 1990 $10,201
$8,006 $9,086 $1,080 $671
Agriculture 1989 1991 $5,986
$4,003 $0 ($4,003) $0
Computers 1989 1991 $76,899
$52,134 $7,492 ($44,642) $0
Construction 1989 1991 $48,299
$43,554 $7,784 ($35,770) ($7,007)
Copiers 1989 1991 $7,469
$4,997 $16 ($4,981) $0
Environmental 1989 1991 $10,609
$11,546 $0 ($11,546) $0
Furniture 1989 1991 $86,965
$62,229 $19,339 ($42,890) $0
Manufacturing & Prod 1989 1991 $55,125
$34,435 $12,807 ($21,628) $0
Medical 1989 1991 $9,447
$7,643 $0 ($7,643) $0
Office Equipment 1989 1991 $25,171
$24,586 $64 ($24,522) ($1,985)
Retail 1989 1991 $4,405
$4,792 $0 ($4,792) $0
Sanitation 1989 1991 $15,448
$17,983 $0 ($17,983) $0
Telecommunications 1989 1991 $2,238
$0 $60 $60 $0
Transportation 1989 1991 $9,474
$10,801 $0 ($10,801) $0
Video Production 1989 1991 $11,925
$1,762 $7 ($1,755) $0
Agriculture 1990 1991 $35,245
$4,694 $0 ($4,694) ($5,210)
Computers 1990 1991 $2,671,588
$601,346 $136,169 ($465,177) ($476,397)
Construction 1990 1991 $64,544
$29,979 $24,379 ($5,600) ($9,949)
Copiers 1990 1991 $30,699
$18,760 $911 ($17,849) $0
Environmental 1990 1991 $14,658
$15,434 $0 ($15,434) $0
Fixture 1990 1991 $29,510
$27,027 $808 ($26,219) $0
Furniture 1990 1991 $53,420
$34,771 $3,598 ($31,173) ($5,953)
Manufacturing & Prod 1990 1991 $526,568
$504,823 $226,978 ($277,845) ($47,036)
Material Handling 1990 1991 $112,075
$59,977 $34,758 ($25,219) $0
Medical 1990 1991 $93,771
$47,016 $0 ($47,016) ($19,410)
Mining 1990 1991 $221,706
$0 $0 $0 ($82,375)
Miscellaneous 1990 1991 $29,443
$28,179 $0 ($28,179) $0
Office Equipment 1990 1991 $44,560
$34,289 $760 ($33,529) $0
Restaurant 1990 1991 $97,304
$45,062 $18,564 ($26,498) ($24,787)
Retail 1990 1991 $43,751
$18,362 $9,230 ($9,132) ($12,624)
Sanitation 1990 1991 $171,345
$66,074 $77,146 $11,072 ($78,222)
Telecommunications 1990 1991 $980,613
$119,372 $0 ($119,372) ($11,618)
Transportation 1990 1991 $13,434
$13,858 $0 ($13,858) $0
Video Production 1990 1991 $46,645
$26,631 $3,754 ($22,877) $11,741
Material Handling 1991 1991 $109,115
$108,512 $113,482 $4,970 $0
Agriculture 1989 1992 $89,766
$19,058 $21,912 $2,854 ($12,999)
Computers 1989 1992 $60,747
$1,659 $2,593 $934 $0
Copiers 1989 1992 $79,556
$10,817 $10,839 $22 ($9,798)
Furniture 1989 1992 $35,512
$2,418 $2,911 $493 $0
Manufacturing & Prod 1989 1992 $117,236
$1,924 $1,936 $12 $0
Material Handling 1989 1992 $16,058
$670 $789 $119 ($7,845)
Medical 1989 1992 $31,701
$7,548 $1,967 ($5,580) $0
Office Equipment 1989 1992 $19,981
$1,381 $1,427 $46 $0
Printing 1989 1992 $25,000
$3,510 $2,510 ($1,000) ($8,247)
Telecommunications 1989 1992 $18,779
$1,910 $2,012 $102 $0
Video Production 1989 1992 $21,849
$3,275 $3,283 $8 $0
Agriculture 1990 1992 $46,968
$2,847 $3,463 $617 ($4,451)
Computers 1990 1992 $3,872,456
$671,632 $342,387 ($329,245) ($1,086,408)
Construction 1990 1992 $23,493
$1,229 $1,229 $0 $0
Copiers 1990 1992 $19,240
$2,165 $3,524 $1,358 ($8,884)
Environmental 1990 1992 $7,195
$1,164 $1,164 $0 ($4,683)
Fixture 1990 1992 $55,869
$7,661 $9,096 $1,436 ($34,594)
Furniture 1990 1992 $58,095
$7,193 $7,719 $525 ($26,836)
Manufacturing & Prod 1990 1992 $192,143
$47,665 $43,213 ($4,452) ($45,657)
Material Handling 1990 1992 $104,852
$23,011 $7,775 ($15,236) ($15,648)
Medical 1990 1992 $88,537
$12,382 $13,393 $1,011 ($38,945)
Miscellaneous 1990 1992 $4,999
$1,313 $1,236 ($77) ($2,804)
Office Equipment 1990 1992 $1,203,666
$179,190 $2,513 ($176,678) ($6,351)
Printing 1990 1992 $4,055
$787 $787 $0 ($2,487)
Restaurant 1990 1992 $83,624
$194 $6,850 $6,657 ($12,961)
Retail 1990 1992 $63,030
$35,999 $581 ($35,419) ($1,296)
Sanitation 1990 1992 $200,642
$12,623 $13,101 $478 ($14,846)
Telecommunications 1990 1992 $64,899
$11,997 $4,965 ($7,032) ($18,620)
Transportation 1990 1992 $7,610
$1 $1 $0 $0
Video Production 1990 1992 $18,558
$3,521 $4,302 $781 ($7,177)
Furniture 1991 1992 $25,909
$28,313 $0 ($28,313) $0
Manufacturing & Prod 1991 1992 $51,311
$47,497 $57,487 $9,990 $0
Material Handling 1991 1992 $10,023
$10,462 $10,595 $133 $0
Office Equipment 1991 1992 $15,789
$0 $0 $0 $0
Sanitation 1991 1992 $18,840
$10,122 $10,516 $394 $0
Agriculture 1989 1993 $31,500
$4,370 $10,095 $5,725 $1,431
Computers 1989 1993 $93,554
$267 $661 $394 $0
Copiers 1989 1993 $168,679
$19,448 $23,072 $3,624 ($26,046)
Furniture 1989 1993 $116,287
$17,152 $19,536 $2,384 ($9,084)
Manufacturing & Prod 1989 1993 $14,804
$2,832 $3,541 $709 $0
Material Handling 1989 1993 $20,725
$0 $1,650 $1,650 $0
Office Equipment 1989 1993 $81,777
$990 $17,490 $16,500 ($4,999)
Telecommunications 1989 1993 $2,524
$0 $0 $0 $0
Video Production 1989 1993 $22,321
$0 $0 $0 $0
Agriculture 1990 1993 $132,350
$11,556 $11,963 $407 ($42,903)
Automotive 1990 1993 $75,730
$45,795 $51,888 $6,093 ($3,043)
Computers 1990 1993 $1,069,393
$140,198 $164,423 $24,225 ($267,270)
Construction 1990 1993 $41,779
$5,058 $5,075 $17 ($9,774)
Copiers 1990 1993 $23,318
$3,058 $2,505 ($553) ($7,670)
Fixture 1990 1993 $73,038
$10,235 $10,235 $0 ($22,303)
Furniture 1990 1993 $118,834
$11,204 $11,509 $305 ($10,168)
Manufacturing & Prod 1990 1993 $1,120,324
$139,342 $186,899 $47,557 ($271,929)
Material Handling 1990 1993 $210,922
$20,462 $29,157 $8,695 ($51,481)
Medical 1990 1993 $380,749
$56,711 $37,821 ($18,890) ($68,880)
Office Equipment 1990 1993 $69,232
$8,695 $9,275 $580 ($18,731)
Printing 1990 1993 $6,061
$1,431 $1,050 ($381) ($1,388)
Reprographics 1990 1993 $82,000
$8,200 $40,000 $31,800 $7,109
Restaurant 1990 1993 $121,682
$10,330 $11,517 $1,187 ($28,626)
Retail 1990 1993 $11,280
$813 $1,797 $984 ($2,806)
Sanitation 1990 1993 $43,697
$5,148 $5,152 $4 ($10,588)
Telecommunications 1990 1993 $278,193
$20,246 $22,616 $2,370 ($58,857)
Unknown 1990 1993 $595,538
($98,697) $203,595 $302,292 $0
Video Production 1990 1993 $7,981
$374 $374 $0 ($1,484)
Computers 1991 1993 $248,090
$36,021 $36,834 $813 ($9,175)
Construction 1991 1993 $10,590
$869 $1,875 $1,006 ($4,480)
Furniture 1991 1993 $73,541
($66) $603 $669 ($7,311)
Manufacturing & Prod 1991 1993 $12,951
$0 $0 $0 $0
Material Handling 1991 1993 $43,408
$20,390 $23,147 $2,757 ($1,015)
Medical 1991 1993 $9,425
$5,708 $6,513 $805 $858
Sanitation 1991 1993 $37,743
$16,285 $15,506 ($779) $0
Computers 1992 1993 $79,557
$38,668 $38,668 $0 ($36,961)
Material Handling 1992 1993 $30,692
$149 $6,578 $6,429 ($17,976)
Computers 1989 1994 $468,870
$109,719 $109,720 $1 $102,026
Copiers 1989 1994 $13,461
$30 $30 $0 $0
Furniture 1989 1994 $218,655
$79,000 $79,000 $0 $80,901
Manufacturing & Prod 1989 1994 $90,725
($13) $0 $13 $0
Medical 1989 1994 $97,017
$699 $1,141 $441 $0
Office Equipment 1989 1994 $2,796
$0 $126 $126 $0
Printing 1989 1994 $14,123
$0 $0 $0 $0
Telecommunications 1989 1994 $10,950
($2) $127 $129 $0
Agriculture 1990 1994 $73,503
$11,518 $12,258 $740 ($3,345)
Computers 1990 1994 $3,937,366
$957,935 $959,231 $1,295 $367,292
Construction 1990 1994 $141,052
$16,265 $16,265 $0 ($14,659)
Fixture 1990 1994 $100,514
$10,959 $10,959 $0 ($6,640)
Furniture 1990 1994 $282,115
$89,792 $94,919 $5,127 $43,164
Manufacturing & Prod 1990 1994 $443,855
$121,619 $137,376 $15,757 ($8,207)
Material Handling 1990 1994 $411,986
$20,972 $20,972 $0 ($33,402)
Medical 1990 1994 $462,679
$42,572 $62,365 $19,792 $805
Mining 1990 1994 $9,631,966
$1,298,813 $1,298,813 $0 ($689,039)
Office Equipment 1990 1994 $34,402
$3,434 $3,434 $0 ($8,258)
Reprographics 1990 1994 $16,482
$4,547 $4,547 $0 $904
Restaurant 1990 1994 $297,355
$32,327 $33,776 $1,449 ($29,158)
Retail 1990 1994 $841,977
$440,914 $440,914 $0 $668,569
Sanitation 1990 1994 $7,147
$0 $0 $0 $0
Telecommunications 1990 1994 $261,049
($6,700) $30,311 $37,011 $11,248
Video Production 1990 1994 $45,804
$5,357 $5,365 $8 ($4,684)
Agriculture 1991 1994 $15,633
$625 $629 $4 $0
Computers 1991 1994 $684,631
$59,296 $59,296 $0 ($213,947)
Copiers 1991 1994 $39,270
$2,598 $648 ($1,950) ($15,152)
Environmental 1991 1994 $44,016
$864 $904 $41 $0
Furniture 1991 1994 $20,546
$906 $923 $17 $0
Material Handling 1991 1994 $66,497
$2,470 $2,642 $172 ($5,750)
Medical 1991 1994 $602,400
$306,415 $373,385 $66,970 $139,985
Sanitation 1991 1994 $83,638
$4,459 $4,634 $174 $0
Telecommunications 1991 1994 $11,188
$898 $1,146 $248 ($3,419)
Manufacturing & Prod 1993 1994 $81,735
($61) $34 $95 $0
Material Handling 1993 1994 $6,578
$3,110 $3,600 $490 $0
Sanitation 1994 1994 $7,320
$0 $0 $0 $0
Computers 1989 1995 $24,831
$1,574 $13 ($1,561) $0
Manufacturing & Prod 1989 1995 $11,262
$4,128 $0 ($4,128) $0
Computers 1990 1995 $3,151,688
$784,267 $578,324 ($205,942) $61,278
Construction 1990 1995 $397,553
$139,680 $93,172 ($46,508) $2,914
Copiers 1990 1995 $26,920
$6,048 ($0) ($6,048) $0
Furniture 1990 1995 $64,010
$5,908 $4,760 ($1,148) $5,171
Material Handling 1990 1995 $108,329
$7,629 $6,899 ($730) ($15)
Medical 1990 1995 $919,987
$320,531 $260,980 ($59,551) $56,955
Manufacturing & Prod 1990 1995 $846,718
$211,207 $244,937 $33,730 $243,103
Office Equipment 1990 1995 $38,014
$4,192 $2,111 ($2,081) $1,950
Reprographics 1990 1995 $102,003
$1 $1 $0 $0
Restaurant 1990 1995 $63,437
$4,636 $1,896 ($2,740) $897
Retail 1990 1995 $2,703,611
$349,429 $193,032 ($156,397) $184,637
Sanitation 1990 1995 $58,070
$4,110 $1,738 ($2,372) $1,518
Video Production 1990 1995 $3,404
$773 $0 ($773) $0
Agriculture 1991 1995 $23,262
$7,034 $7,449 $415 $1,921
Computers 1991 1995 $2,712,345
$677,342 $648,479 ($28,863) $126,108
Construction 1991 1995 $25,214
$1,539 $2,727 $1,188 ($2,122)
Furniture 1991 1995 $62,471
$16,192 $5,091 ($11,101) ($4,400)
Material Handling 1991 1995 $34,473
$12,502 $12,105 ($397) $0
Manufacturing & Prod 1991 1995 $132,184
$5,116 $50,110 $44,993 $27,132
Office Equipment 1991 1995 $48,350
$7,177 $9,506 $2,329 ($2,320)
Restaurant 1991 1995 $73,807
$3,637 $2,910 ($728) ($1,107)
Telecommunications 1991 1995 $52,499
$3,093 $7,262 $4,169 ($3,403)
Audio 1992 1995 $128,455
$98,566 $122,689 $24,123 $32,942
Computers 1992 1995 $76,900
$2,447 $15,248 $12,801 ($10,269)
Furniture 1992 1995 $188,807
$19,652 $19,652 $0 ($57,369)
Telecommunications 1992 1995 $64,731
$47,017 $55,634 $8,616 $23,500
Video Production 1992 1995 $382,790
$247,199 $298,045 $50,846 $122,650
Copiers 1993 1995 $35,000
$0 $0 $0 $0
Computers 1994 1995 $1,043,007
$346,471 $739,181 $392,710 $661,239
Furniture 1994 1995 $204,779
$171,324 $181,605 $10,281 $0
Medical 1994 1995 $23,671
$2,015 $2,015 $0 $0
Manufacturing & Prod 1994 1995 $21,038
$17,225 $18,733 $1,509 $1,436
Computers 1995 1995 $17,231
$16,864 $2,383 ($14,481) $0
Telecommunications 1989 1996 $20,339
$0 $1,566 $1,566 $0
Computers 1990 1996 $1,056,724
$123,220 $88,594 ($34,626) $94,675
Fixtures 1990 1996 $19,989
$1,285 $250 ($1,034) ($1,034)
Furniture 1990 1996 $34,265
$10,881 $0 ($10,881) ($10,881)
Medical 1990 1996 $49,882
$3,282 $332 ($2,949) ($2,357)
Manufacturing & Prod 1990 1996 $72,805
$2,611 $1,588 ($1,023) $3,342
Printing 1990 1996 $26,691
$728 $0 ($728) ($728)
Reprographics 1990 1996 $77,770
$5,381 $1,037 ($4,345) $0
Retail 1990 1996 $1,332,608
$149,542 $230,752 $81,210 $238,200
Telecommunications 1990 1996 $71,300
$4,781 $895 ($3,886) $0
Computers 1991 1996 $70,789
$2,113 $1,000 ($1,113) ($1,113)
Construction 1991 1996 $24,724
$3,791 $3,857 $66 $2,506
Furniture 1991 1996 $281,079
$24,453 $28,755 $4,302 $3,424
Material Handling 1991 1996 $45,771
$7,124 $3,307 ($3,817) $0
Restaurant 1991 1996 $16,013
$1,663 $2,152 $489 $1,976
Video Production 1991 1996 $56,632
$4,245 $4,245 $0 $538
Printing 1993 1996 $15,733
$3,714 $3,814 $100 $0
Computers 1994 1996 $21,284
$13,176 $0 ($13,176) ($13,176)
Fixtures 1994 1996 $20,045
$0 $0 $0 ($14,238)
Manufacturing & Prod 1994 1996 $16,349
$6,081 $6,191 $109 ($7,085)
Computers 1995 1996 $36,894
$21,698 $0 ($21,698) ($29,812)
Fixtures 1994 1996 $28,449
$25,882 $0 ($25,882) ($25,882)
Furniture 1994 1996 $20,000
$0 $0 $0 $0
Telecommunications 1994 1997 $28,233
$534 $534 $0 (4)
Manufacturing & Prod 1995 1997 $50,110
($1) $0 $1 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation
and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any
direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1997.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for
ICON
Cash Flow Partners, L.P., Series C for the six years ended December 31,
1996,
and the three months ended March 31, 1997. Each of the Programs' records
are
maintained in accordance with Generally Accepted Accounting Principles
("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net
Book Net GAAP Taxable
Equipment Acquisition Disposition Cost(1)
Value(2) Proceeds(3) Gain (Loss) Gain(Loss)
- -------------------------------------------------------------------------------------------------------------------------------
<S><C> <C> <C> <C>
<C> <C> <C> <C>
Agriculture 1991 1991 $2,942
$0 $0 $0 $0
Computers 1991 1991 $1,389
$0 $31 $31 $31
Construction 1991 1991 $906
$102 $256 $154 $154
Manufacturing & Prod 1991 1991 $1,800
$328 $343 $15 $15
Material Handling 1991 1991 $1,383
$0 $269 $269 $269
Office Equipment 1991 1991 $1,233
$0 $0 $0 $0
Printing 1991 1991 $19,967
$0 $6 $6 $6
Retail 1991 1991 $6,714
$557 $639 $83 $83
Sanitation 1991 1991 $167,899
$168,591 $172,406 $3,815 $3,815
Agriculture 1991 1992 $7,013
$1,133 $300 ($834) ($773)
Computers 1991 1992 $451,724
$57,141 $55,313 ($1,828) ($38,009)
Construction 1991 1992 $233,875
$115,470 $119,943 $4,473 ($49,808)
Copiers 1991 1992 $4,634
($1,798) $336 $2,134 $0
Fixture 1991 1992 $10,326,838
$1,421,047 $614 ($1,420,433) $0
Furniture 1991 1992 $3,478
$1 $1 $0 $0
Material Handling 1991 1992 $25,677
$10,492 $11,432 $940 ($3,074)
Medical 1991 1992 $12,817
$100 $100 $0 ($10,859)
Manufacturing & Prod 1991 1992 $43,629
($1,124) $1,754 $2,878 ($32,166)
Office Equipment 1991 1992 $8,342
$8,593 $3,261 ($5,332) $0
Printing 1991 1992 $16,961
$790 $944 $154 ($9,907)
Restaurant 1991 1992 $35,504
$22,369 $8,777 ($13,592) $0
Retail 1991 1992 $118,527
$273,200 $10,583 ($262,617) ($69,026)
Sanitation 1991 1992 $253,845
$111,627 $115,785 $4,158 $0
Telecommunications 1991 1992 $12,916
$7,936 $9,356 $1,420 ($2,588)
Miscellaneous 1991 1992 $53,827
$21,578 $13,932 ($7,646) $1,797
Agriculture 1991 1993 $57,287
$7,456 $9,998 $2,542 ($18,745)
Automotive 1991 1993 $6,266
$1,328 $1,427 $99 ($2,344)
Computers 1991 1993 $1,051,652
$162,294 $207,909 $45,615 ($325,207)
Construction 1991 1993 $464,100
$55,261 $78,501 $23,240 ($73,626)
Fixture 1991 1993 $2,403
$0 $0 $0 ($15,392)
Furniture 1991 1993 $99,455
$25,656 $15,551 ($10,105) ($138,905)
Medical 1991 1993 $1,313,194
$708,948 $710,991 $2,043 ($81,725)
Manufacturing & Prod 1991 1993 $207,168
$25,494 $33,904 $8,410 ($2,771)
Office Equipment 1991 1993 $50,397
$10,621 $11,360 $739 ($12,948)
Printing 1991 1993 $23,682
$425 $1,500 $1,075 $0
Reprographics 1991 1993 $3,898
$464 $464 $0 ($12,279)
Restaurant 1991 1993 $52,281
$8,374 $11,424 $3,050 ($45,442)
Retail 1991 1993 $107,672
$6,184 $14,538 $8,354 ($5,137)
Sanitation 1991 1993 $369,044
$58,844 $72,766 $13,922 ($3,854)
Telecommunications 1991 1993 $13,462
$609 $995 $386 ($1,686)
Transportation 1991 1993 $3,762
$271 $612 $341 $0
Construction 1992 1993 $14,788
($961) $0 $961 $0
Retail 1992 1993 $4,093
($139) $396 $535 ($2,058)
Agriculture 1991 1994 $37,987
$10,692 $14,276 $3,584 ($1,742)
Automotive 1991 1994 $54,591
$161 $190 $29 $0
Computers 1991 1994 $3,845,015
$145,861 $176,290 $30,428 ($761,570)
Construction 1991 1994 $144,438
$8,068 $10,874 $2,806 ($2,060)
Copiers 1991 1994 $2,041
($0) $89 $89 $0
Environmental 1991 1994 $213,173
$94,203 $123,051 $28,848 ($38,471)
Fixture 1991 1994 $234,136
$31,188 $32,228 $1,040 ($64,973)
Furniture 1991 1994 $544,084
($33,508) $42,733 $76,241 ($111,133)
Material Handling 1991 1994 $27,610
$9,861 $12,180 $2,320 ($8,523)
Medical 1991 1994 $166,398
$1,386 $15,777 $14,391 $490
Manufacturing & Prod 1991 1994 $351,497
$31,295 $56,139 $24,844 ($79,430)
Office Equipment 1991 1994 $30,245
$0 $126 $125 $0
Printing 1991 1994 $1,066,789
$210,962 $210,962 $0 ($222,154)
Restaurant 1991 1994 $70,707
($339) $796 $1,136 ($10,709)
Retail 1991 1994 $1,381,039
$152,323 $153,469 $1,146 ($361,934)
Sanitation 1991 1994 $173,772
$2,892 $4,374 $1,482 $0
Telecommunications 1991 1994 $277,162
($2,629) $13,384 $16,013 ($57,036)
Video 1991 1994 $8,139
($1) $327 $328 $0
Fixture 1992 1994 $15,450
$1,223 $1,552 $328 ($8,169)
Manufacturing & Prod 1992 1994 $122,247
$21,475 $31,910 $10,435 ($37,107)
Furniture 1994 1994 $65,659
$69,225 $73,420 $4,195 $0
Computers 1991 1995 $14,393,689
$1,892,673 $1,681,499 ($211,174) ($60,114)
Construction 1991 1995 $238,913
$14,433 $27,420 $12,987 ($149,560)
Copiers 1991 1995 $39,507
$3,456 $4,077 $621 $13,504
Fixtures 1991 1995 $804,453
$113,148 $89,760 ($23,388) ($16,463)
Furniture 1991 1995 $603,534
$29,758 $76,781 $47,023 $0
Medical 1991 1995 $3,713,348
$1,692,752 $2,084,752 $392,000 ($260,046)
Manufacturing & Prod 1991 1995 $3,123,635
$917,619 $768,141 ($149,478) ($1,022,443)
Office Equipment 1991 1995 $347,197
$17,431 $17,435 $5 ($3,502)
Retail 1991 1995 $1,765,207
$206,416 $117,745 ($88,670) $854,893
Sanitation 1991 1995 $26,224
$6,541 ($655) ($7,196) $0
Telecommunications 1991 1995 $373,595
$37,285 $38,143 $858 ($103,967)
Video Production 1991 1995 $192,070
$4,450 $23,511 $19,062 $55,805
Furniture 1993 1995 $54,942
$42,999 $23,436 ($19,562)
Material Handling 1993 1995 $46,931
$13,325 $13,753 $428 $0
Restaurant 1994 1995 $436,966
$379,595 $411,179 $31,584 ($17,421)
Retail 1994 1995 $35,025
$10,101 $10,120 $19
Telecommunications 1994 1995 $19,591
$11,665 $1,542 ($10,123) ($13,275)
Fixtures 1995 1995 $25,958
$26,768 $26,866 $99
Agriculture 1991 1996 $7,362
$365 $0 ($365) ($365)
Computers 1991 1996 $3,287,984
$417,743 $317,557 ($100,185) $469,256
Fixtures 1991 1996 $142,743
$1,011 $0 ($1,011) ($1,011)
Furniture 1991 1996 $1,670,320
($155,540) $83,650 $239,190 $303,948
Medical 1991 1996 $2,023,960
$774,664 $377,555 ($397,109) $459,686
Manufacturing & Prod 1991 1996 $160,029
$4,540 $1,849 ($2,691) ($812)
Restaurant 1991 1996 $85,715
($780) $7,296 $8,077 $11,319
Retail 1991 1996 $71,310
$8,481 $1,150 ($7,331) $1,390
Sanitation 1991 1996 $4,363
$433 $0 ($433) ($433)
Telecommunications 1991 1996 $95,843
$6,362 $9,248 $2,886 $7,641
Transportation 1991 1996 $815,481
$30,308 $85,288 $54,980 $86,899
Video 1991 1996 $180,577
$3,186 $12,790 $9,604 $17,915
Automotive 1992 1996 $97,543
$11,860 $12,140 $278 $0
Environmental 1992 1996 $157,907
$3,659 $8,533 $4,874 ($11,597)
Retail 1992 1996 $53,003
$3,147 $3,897 $750 $0
Telecommunications 1992 1996 $362,250
($28,983) $4,851 $33,834 ($21,366)
Manufacturing & Prod 1993 1996 $16,123
$0 $0 $0 $0
Computers 1994 1996 $18,698
$216 $441 $255 ($11,060)
Construction 1994 1996 $14,015
$1,020 $1,020 $0 $0
Medical 1994 1996 $18,685
$15,364 $3,000 ($12,364) ($9,364)
Manufacturing & Prod 1994 1996 $35,203
$0 $0 $0 ($21,180)
Office Equipment 1994 1996 $17,293
$596 $596 $0 $0
Telecommunications 1994 1996 $4,820
$0 $0 $0 $0
Computers 1991 1997 $5,327
$94 $3,865 $3,771 (4)
Retail 1991 1997 $30,855
($551) $1,949 $2,500 (4)
Retail 1992 1997 $97,767
$1 $79 $78 (4)
Video Production 1992 1997 $66,253
$11,586 $12,305 $719 (4)
Computers 1993 1997 $21,303
($11) $0 $11 (4)
Fixtures 1994 1997 $5,565
$777 $626 ($151) (4)
Manufacturing & Prod 1994 1997 $44,979
$396 $978 $581 (4)
Telecommunications 1994 1997 $9,086
$963 $963 $0 (4)
Automotive 1996 1997 $19,219
$602 $2,554 $1,952 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation
and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any
direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1997.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment
for
ICON Cash Flow Partners, L.P., Series D for the five years ended December
31,
1996, and the three months ended March 31, 1997. Each of the Programs'
records
are maintained in accordance with Generally Accepted Accounting
Principles
("GAAP"). <TABLE>
Total Federal
Type of Year of Year of Acquisition Net
Book Net GAAP Taxable
Equipment Acquisition Disposition Cost(1)
Value(2) Proceeds(3) Gain (Loss) Gain (Loss)
- ---------------------------------------------------------------------------------------------------------------
- ----------------
<S><C> <C> <C> <C>
<C> <C> <C> <C>
Medical 1991 1992 $48,364
$0 $0 $0 $0
Medical 1992 1992 $422,800
$406,812 $180,617 ($226,195) ($21,855)
Manufacturing & Prod 1992 1992 $922,806
$0 $0 $0 $0
Telecommunications 1991 1992 $2,965
$3,153 $0 ($3,153) $0
Telecommunications 1992 1992 $9,287
$2,960 $19,223 $16,262 $9,564
Video Production 1992 1992 $66,253
$0 $0 $0 $0
Medical 1991 1993 $1,473,719
$767,962 $767,962 $0 ($367,414)
Manufacturing & Prod 1991 1993 $729,750
$554,748 $690,006 $135,258 $230,288
Restaurant 1991 1993 $10,967
$9,300 $12,098 $2,798 $5,185
Computers 1992 1993 $804,823
$52,481 $51,141 ($1,340) ($28,781)
Construction 1992 1993 $4,788
$1,071 $1,076 $5 ($2,902)
Copiers 1992 1993 $3,464
$1,071 $1,072 $1 ($1,699)
Furniture 1992 1993 $38,333
$847 $4,245 $3,398 ($26,422)
Manufacturing & Prod 1992 1993 $1,659,018
$235,971 $239,336 $3,365 ($108,394)
Material Handling 1992 1993 $4,261
$1,826 $1,826 $0 ($1,617)
Medical 1992 1993 $1,053,825
$421,329 $499,671 $78,342 ($312,299)
Office Equipment 1992 1993 $7,692
$968 $2,919 $1,951 ($3,263)
Sanitation 1992 1993 $9,167
$1,457 $1,457 $0 ($6,364)
Telecommunications 1992 1993 $210,033
$97,163 $97,355 $192 ($118,167)
Medical 1993 1993 $190,018
$27,839 $31,758 $3,919 ($15,146)
Computers 1991 1994 $5,918,285
$1,988,610 $1,988,610 $0 $364,917
Medical 1991 1994 $4,337,672
$1,324,650 $1,325,089 $440 $275,632
Manufacturing & Prod 1991 1994 $564,133
$135,237 $139,295 $4,058 ($4,466)
Mining 1991 1994 $6,882,703
$1,911,959 $1,911,959 $0 ($335,688)
Telecommunications 1991 1994 $4,457
$0 $207 $207 $0
Agriculture 1992 1994 $14,661
$308 $392 $84 ($5,218)
Automotive 1992 1994 $2,180
$596 $596 $0 ($752)
Computers 1992 1994 $1,742,271
$515,871 $517,638 $1,767 ($202,085)
Construction 1992 1994 $6,320
$1,583 $1,511 ($72) ($575)
Copiers 1992 1994 $27,272
$3,088 $3,088 $0 ($6,206)
Environmental 1992 1994 $18,502
$3,377 $3,334 ($43) ($8,169)
Fixtures 1992 1994 $30,123
$4,000 $4,966 $966 $0
Furniture 1992 1994 $128,339
$33,457 $34,909 $1,452 ($45,840)
Material Handling 1992 1994 $1,292,595
$1,131,118 $1,129,165 ($1,953) ($7,118)
Medical 1992 1994 $2,243,134
$607,899 $713,599 $105,700 ($627,651)
Manufacturing & Prod 1992 1994 $160,816
$85,334 $89,861 $4,527 ($30,668)
Office Equipment 1992 1994 $15,083
$3,869 $3,866 ($3) ($5,979)
Photography 1992 1994 $3,696
$747 $747 $0 ($1,651)
Printing 1992 1994 $12,680
$728 $728 $0 ($2,409)
Restaurant 1992 1994 $85,349
$4,717 $3,740 ($977) ($7,665)
Retail 1992 1994 $14,260
$1,686 $1,686 $0 ($3,106)
Sanitation 1992 1994 $2,333
$707 $707 $0 $0
Telecommunications 1992 1994 $10,655
$3,409 $3,569 $160 ($3,119)
Transportation 1992 1994 $2,452
$716 $442 ($274) ($1,046)
Video Production 1992 1994 $6,320
$2,055 $1,755 ($301) ($2,283)
Medical 1993 1994 $99,286
$21,595 $21,772 $178 $0
Restaurant 1994 1994 $287,433
$276,973 $296,218 $19,245 $0
Computers 1991 1995 $54,716
$6,105 $8,769 $2,664 $66,761
Fixtures 1991 1995 $20,592
$6,858 $466 ($6,391) ($5,577)
Furniture 1991 1995 $671,313
$182,750 $320,524 $137,774 ($6,770)
Medical 1991 1995 $4,238,594
$737,052 $700,553 $17,535 ($71,628)
Manufacturing & Prod 1991 1995 $27,177
$1,358 $0 ($1,358) ($1,358)
Retail 1991 1995 $130,096
$31,986 $65,301 $33,315 ($1,749)
Sanitation 1991 1995 $74,519
$8,525 $40,968 $32,443 ($3,429)
Agriculture 1992 1995 $61,210
$12,058 $12,959 $1,475 ($15,540)
Audio 1992 1995 $15,467
$2,721 $0 ($1,964) ($1,964)
Automotive 1992 1995 $21,561
$11,527 ($0) ($1,840) ($1,840)
Computers 1992 1995 $212,151
$24,123 $20,948 ($2,754) ($21,058)
Construction 1992 1995 $39,933
$7,207 $6,398 $0 $38
Fixtures 1992 1995 $18,898
$2,668 $2,668 $0 ($432)
Furniture 1992 1995 $12,485
$1,209 $0 ($1,209) ($1,209)
Material Handling 1992 1995 $2,697,355
$3,586,072 $3,969,642 $1,139,585 ($724,447)
Medical 1992 1995 $3,348,398
$714,943 $494,343 ($220,601) ($1,322,760)
Manufacturing & Prod 1992 1995 $1,101,940
$268,754 $269,476 $4,782 ($67,950)
Office Equipment 1992 1995 $2,469
$0 $198 $198 $0
Restaurant 1992 1995 $21,586
$3,710 $3,732 $22 $0
Retail 1992 1995 $160,369
$29,643 $26,957 $1,227 ($751)
Sanitation 1992 1995 $6,460
$1,545 $1,497 ($48) $0
Telecommunications 1992 1995 $224,337
$37,338 $70,923 $33,585 ($718)
Video Production 1992 1995 $95,387
$25,897 $30,829 $5,442 ($428)
Medical 1993 1995 $426,311
$0 $0 $0 $0
Material Handling 1993 1995 $26,836
$19,079 $0 ($19,079) ($19,078)
Agriculture 1994 1995 $16,304
$9,913 $10,262 $348 $0
Computers 1994 1995 $16,175
$15,485 $0 ($15,485) ($15,485)
Medical 1994 1995 $30,222
$5,772 $8,996 $3,225 $0
Manufacturing & Prod 1994 1995 $17,817
$14,606 $15,678 $1,072 $0
Restaurant 1994 1995 $312,000
$247,116 $271,401 $24,285 $0
Medical 1995 1995 $10,146
$1,999 $2,000 $1 $0
Computers 1991 1996 $16,882
($2) $105 $107 $0
Fixtures 1991 1996 $25,308
$1,210 $3,244 $2,034 $4,404
Printing 1991 1996 $20,891
($95) $556 $650 $1,280
Audio 1992 1996 $16,137
$1,887 $1,905 $18 ($1,367)
Automotive 1992 1996 $33,805
$5,441 $2,000 ($3,441) ($722)
Computers 1992 1996 $280,451
$31,923 $10,348 ($21,575) ($20,806)
Construction 1992 1996 $50,624
$5,797 $6,467 $670 ($1,915)
Copiers 1992 1996 $11,160
$1,449 $0 ($1,449) ($845)
Environmental 1992 1996 $6,810
$936 $0 ($936) $0
Fixtures 1992 1996 $99,216
$11,745 $20,000 $8,255 ($1,825)
Furniture 1992 1996 $20,459
$3,706 $0 ($3,706) ($70)
Material Handling 1992 1996 $20,615,957
$10,585,846 $12,476,033 $1,891,187 $303,725
Medical 1992 1996 $2,462,850
$252,786 $243,792 ($8,994) ($167,648)
Manufacturing & Prod 1992 1996 $1,414,399
$117,455 $59,071 ($58,384) ($74,762)
Office Equipment 1992 1996 $60,154
$9,886 $9,300 ($586) ($531)
Photography 1992 1996 $7,252
$1,286 $0 ($1,286) $0
Printing 1992 1996 $16,757
$2,390 $0 ($2,390) ($2,390)
Restaurant 1992 1996 $108,729
$13,773 $6,318 ($7,455) ($3,765)
Retail 1992 1996 $14,165
$609 $768 $159 $0
Sanitation 1992 1996 $44,503
$6,313 $4,821 ($1,491) ($5,206)
Telecommunications 1992 1996 $427,770
$44,812 $157,751 $112,939 $72,457
Video Production 1992 1996 $21,426
$3,259 $2,455 ($804) $0
Medical 1993 1996 $133,170
$4,221 $61,949 $57,728 $6,191
Manufacturing & Prod 1993 1996 $36,441
($484) $0 $484 $0
Office Equipment 1993 1996 $24,195
($4) $0 $4 $0
Telecommunications 1993 1996 $24,949
($4) $881 $885 $0
Computers 1994 1996 $252,860
$4,417 $58,071 $53,654 $14,037
Fixtures 1994 1996 $12,057
$0 $781 $781 ($6,175)
Furniture 1994 1996 $27,035
$23,539 $26,106 $2,567 $5,735
Restaurant 1994 1996 $16,307
$13,051 $4,750 ($8,301) ($8,301)
Telecommunications 1994 1996 $15,157
$10,262 $11,572 $1,310 ($7,857)
Computers 1995 1996 $6,916
$201 $750 $549 ($4,753)
Fixtures 1995 1996 $15,241
$9,204 $9,796 $593 $0
Medical 1995 1996 $6,162
$1,353 $19 $0 $0
Manufacturing & Prod 1995 1996 $26,538
$25,942 $0 ($25,942) ($25,942)
Restaurant 1995 1996 $508,782
$434,244 $487,909 $53,665 $0
Manufacturing & Prod 1996 1996 $51,625
$44,861 $48,959 $4,098 $0
Furniture 1992 1997 $1,833
$230 $264 $34 (4)
Manufacturing & Prod 1992 1997 $50,278
$0 $0 $0 (4)
Medical 1992 1997 $257,972
$27,828 $41,404 $13,576 (4)
Printing 1992 1997 $68,778
$4,697 $3,500 ($1,197) (4)
Retail 1992 1997 $13,382
$1,635 $0 ($1,635) (4)
Telecommunications 1993 1997 $23,130
$2,509 $2,622 $113 (4)
Computers 1994 1997 $41,257
$3,118 $8,276 $5,160 (4)
Computers 1995 1997 $50,764
$19,757 $24,941 $5,184 (4)
Manufacturing & Prod 1995 1997 $1,694,440
($567,105) $1,811 $568,916 (4)
Medical 1995 1997 $88,444
$784 $4,806 $4,022 (4)
Retail 1995 1997 $12,212
($2) $0 $2 (4)
Printing 1996 1997 $3,795
$0 $0 $0 (4)
Telecommunications 1996 1997 $9,005
$0 $0 $0 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation
and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any
direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1997.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for
ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31,
1996,
and the three months ended March 31, 1997. Each of the Programs' records
are
maintained in accordance with Generally Accepted Accounting Principles
("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net
Book Net GAAP Taxable
Equipment Acquisition Disposition Cost(1)
Value(2) Proceeds(3) Gain (Loss) Gain (Loss)
- ---------------------------------------------------
- -------------------------------------------------------------------------------
<S><C> <C> <C> <C>
<C> <C> <C> <C>
Automotive 1992 1993 $78,708
$20,578 $21,261 $683 ($1,297)
Computers 1992 1993 $215,949
$106,608 $109,268 $2,660 $2,490
Construction 1992 1993 $19,166
$19,167 $19,758 $591 $2,748
Copiers 1992 1993 $20,119
$15,801 $16,186 $385 $2,162
Fixture 1992 1993 $34,015
$9,860 $11,228 $1,368 ($3,366)
Furniture 1992 1993 $35,126
$19,425 $19,425 $0 $0
Material Handling 1992 1993 $10,885
$6,689 $6,261 ($428) ($3,371)
Medical 1992 1993 $64,989
$4,223 $7,894 $3,671 ($22,951)
Manufacturing & Prod 1992 1993 $214,901
$175,434 $180,435 $5,001 $7,349
Office Equipment 1992 1993 $56,763
$43,220 $45,905 $2,685 $2,491
Photography 1992 1993 $26,342
$21,122 $21,730 $608 ($2,163)
Printing 1992 1993 $5,275
$3,153 $3,153 $0 ($1,923)
Restaurant 1992 1993 $409,680
$272,826 $287,325 $14,499 $12,819
Sanitation 1992 1993 $16,288
$15,857 $16,556 $699 $2,098
Telecommunications 1992 1993 $61,395
$61,417 $62,977 $1,560 $8,481
Video Production 1992 1993 $17,990
$14,524 $15,710 $1,186 $1,867
Miscellaneous 1993 1993 $120,994
$77,602 $83,587 $5,985 $0
Agriculture 1993 1993 $116,298
$66,730 $83,866 $17,136 ($13,187)
Automotive 1993 1993 $271,300
$116,885 $117,399 $514 $0
Computers 1993 1993 $195,697
$48,654 $56,378 $7,724 $0
Construction 1993 1993 $38,791
$21,486 $25,834 $4,348 ($5,210)
Copiers 1993 1993 $80,019
$9,877 $13,724 $3,847 $0
Environmental 1993 1993
$14,991 $0 $0 $0 $0
Fixture 1993 1993 $111,120
$93,400 $109,342 $15,942 $0
Furniture 1993 1993 $25,242
$19,885 $18,203 ($1,682) $0
Material Handling 1993 1993 $176,632
$155,737 $183,099 $27,362 ($1,077)
Medical 1993 1993 $71,355
$57,939 $61,890 $3,951 $3,111
Manufacturing & Prod 1993 1993 $26,412
$13,095 $15,580 $2,485 $0
Office Equipment 1993 1993 $14,703
$6,487 $7,422 $935 $0
Printing 1993 1993 $60,010
$12,274 $14,636 $2,362 $1,433
Restaurant 1993 1993 $63,908
$27,607 $31,424 $3,817 $0
Retail 1993 1993
$6,477 $1 $0 ($1) $0
Sanitation 1993 1993
$2,107 $82 $88 $6 ($1,893)
Telecommunications 1993 1993 $6,178,527
$5,799,650 $7,119,747 $1,320,097 $1,417,499
Transportation 1993 1993 $324,407
$260,480 $292,416 $31,936 $34,565
Video Production 1993 1993 $20,683
$20,683 $25,715 $5,032 $0
Agriculture 1992 1994 $49,841
$10,474 $10,474 $0 ($6,108)
Audio 1992 1994 $32,788
$7,383 $7,782 $399 $0
Automotive 1992 1994 $126,970
$11,657 $12,272 $615 $0
Computers 1992 1994 $198,376
$8,722 $8,549 ($172) ($14,333)
Construction 1992 1994 $54,843
$17,730 $17,730 $0 ($4,433)
Copiers 1992 1994 $15,376
$1,775 $1,775 $0 ($1,079)
Environmental 1992 1994
$31,995 $0 $0 $0 $0
Fixture 1992 1994 $20,674
$164 $1,064 $900 ($9,736)
Furniture 1992 1994 $61,625
$5,370 $5,636 $266 $0
Manufacturing & Prod 1992 1994 $101,122
$13,969 $14,432 $463 ($21,582)
Material Handling 1992 1994 $2,734,334
$2,174,030 $2,212,133 $38,103 $0
Medical 1992 1994 $314,509
$34,726 $59,635 $24,909 ($113,150)
Office Equipment 1992 1994 $2,540
$118 $118 $0 $0
Photography 1992 1994 $47,692
$6,973 $6,973 $0 ($16,375)
Printing 1992 1994 $48,147
$36,679 $36,679 $0 $16,360
Restaurant 1992 1994 $474,258
$92,399 $94,557 $2,158 ($10,127)
Retail 1992 1994 $8,087
$878 $274 ($604) ($2,014)
Sanitation 1992 1994 $103,149
$38,401 $39,685 $1,284 ($358)
Telecommunications 1992 1994 $66,815
$26,524 $27,991 $1,468 ($1,110)
Video Production 1992 1994 $12,663
$1,074 $1,074 $0 ($663)
Agriculture 1993 1994 $43,840
$19,762 $20,825 $1,063 $0
Automotive 1993 1994 $786,378
$155,107 $163,558 $8,450 ($634)
Computers 1993 1994 $771,516
$130,886 $181,111 $50,226 ($3,077)
Construction 1993 1994 $274,175
$30,496 $38,465 $7,969 ($55,502)
Copiers 1993 1994 $82,454
$24,366 $26,172 $1,806 $0
Environmental 1993 1994
$49,112 $73 $93 $20 $0
Fixture 1993 1994 $77,419
$302 $303 $1 $0
Furniture 1993 1994 $280,317
$46,066 $50,280 $4,214 $0
Material Handling 1993 1994 $192,609
$37,782 $45,441 $7,659 ($11,521)
Medical 1993 1994 $77,005
$27,502 $29,111 $1,609 $0
Manufacturing & Prod 1993 1994 $173,000
$18,644 $22,629 $3,986 ($2,632)
Miscellaneous 1993 1994 $10,796
$2,469 $2,469 $0 $0
Office Equipment 1993 1994 $43,986
$4,723 $5,910 $1,187 ($975)
Photography 1993 1994 $4,929
$292 $293 $1 $0
Printing 1993 1994 $77,122
$8,529 $8,530 $1 ($10,269)
Restaurant 1993 1994 $626,431
$287,444 $335,720 $48,276 ($340)
Retail 1993 1994 $103,594
$3,848 $4,856 $1,008 ($412)
Telecommunications 1993 1994 $3,820,321
$919,560 $1,253,601 $334,040 ($102,561)
Transportation 1993 1994 $287,586
$42,283 $51,224 $8,941 $0
Computers 1994 1994 $534,310
($4,957) $0 $4,957 $0
Telecommunications 1994 1994
$1,787 $74 $95 $22 $0
Audio 1992 1995 $67,722
$9,191 $8,143 ($1,048) ($8,721)
Automotive 1992 1995 $245,537
$55,390 $30,876 ($24,514) ($62,029)
Computers 1992 1995 $670,255
$143,868 $69,402 ($74,466) ($139,420)
Construction 1992 1995 $91,856
$12,337 $11,839 ($498) ($12,399)
Copiers 1992 1995 $68,193
$17,372 $8,598 ($8,775) ($14,211)
Fixtures 1992 1995 $191,523
$41,188 $15,314 ($25,874) ($49,304)
Furniture 1992 1995 $321,142
$35,203 $22,974 ($12,230) ($28,301)
Material Handling 1992 1995 $34,982
$10,003 $10,666 $662 ($1,678)
Medical 1992 1995 $89,384
$3,814 $4,681 $867 ($11,772)
Manufacturing & Prod 1992 1995 $315,323
$29,833 $26,162 ($3,671) ($53,473)
Office Equipment 1992 1995 $33,105
$17,344 $13,159 ($4,185) ($4,487)
Photography 1992 1995 $84,703
$13,769 $11,838 ($1,931) ($17,573)
Printing 1992 1995 $73,624
$14,780 $12,386 ($2,394) ($19,388)
Restaurant 1992 1995 $712,329
$90,616 $75,578 ($15,038) ($124,260)
Retail 1992 1995 $32,891
$10,703 $8,863 ($1,840) ($2,270)
Sanitation 1992 1995 $38,998
$767 $174 ($594) ($5,619)
Telecommunications 1992 1995 $79,770
$15,518 $12,517 ($3,001) ($14,459)
Video Production 1992 1995 $49,130
$2,010 $3,312 $1,302 ($6,072)
Agriculture 1993 1995
$30,211 $1 $0 ($1) $0
Automotive 1993 1995 $4,282,836
$349,513 $264,887 ($84,626) ($136,043)
Computers 1993 1995 $2,229,596
$188,186 $300,197 $112,011 ($168,156)
Construction 1993 1995 $156,808
$13,060 $13,838 $778 ($4,890)
Copiers 1993 1995 $182,402
$34,023 $41,091 $7,068 ($10,107)
Environmental 1993 1995 $72,193
$5,272 $10,169 $4,897 ($6,179)
Fixtures 1993 1995 $46,183
$4,458 $11,658 $7,200 $0
Furniture 1993 1995 $188,312
$22,536 $30,392 $7,856 ($2,545)
Material Handling 1993 1995 $215,464
$49,495 $47,550 ($1,945) ($8,613)
Medical 1993 1995 $321,168
$95,551 $62,632 ($32,918) ($11,098)
Manufacturing & Prod 1993 1995 $214,562
$27,462 $18,400 ($9,062) ($10,793)
Office Equipment 1993 1995 $139,093
$6,376 $8,860 $2,485 ($240)
Printing 1993 1995 $86,115
$4,822 $7,457 $2,635 ($13,293)
Restaurant 1993 1995 $409,084
$48,198 $13,030 ($35,168) ($34,988)
Retail 1993 1995 $1,611,420
$1,042,917 $1,159,756 $116,839 $229,970
Telecommunications 1993 1995 $4,286,056
$743,382 $725,892 ($17,490) ($498,634)
Transportation 1993 1995 $492,417
$107,360 $20,019 ($87,341) ($41,603)
Video Production 1993 1995 $44,694
$834 $2,186 $1,353 ($38)
Computers 1994 1995 $87,124
$6,538 $6,681 $143 ($23,642)
Manufacturing & Prod 1994 1995 $4,274,389
$3,282,651 $3,920,390 $637,739 $197,449
Restaurant 1994 1995 $328,731
$249,347 $279,689 $30,342 ($13,335)
Telecommunications 1994 1995 $216,656
$23,994 $131,743 $107,749 ($34,910)
Computers 1995 1995 $36,958
$33,442 $33,448 $6 $0
Copiers 1995 1995 $7,609
$6,148 $6,493 $346 $0
Medical 1995 1995 $2,583
$1,128 $2,188 $1,059 $0
Manufacturing & Prod 1995 1995 $6,457
$2,849 $2,850 $1 $0
Agriculture 1992 1996
$31,460 $0 $0 $0 ($682)
Audio 1992 1996 $92,826
($2,059) $3,806 $5,865 $3,870
Automotive 1992 1996 $287,713
$6,658 $17,197 $10,540 ($3,064)
Boats and Barges 1992 1996 $11,212,811
$5,847,446 $6,484,930 $997,484 $1,494,529
Computers 1992 1996 $898,409
$25,742 $43,694 $17,952 ($13,007)
Construction 1992 1996 $123,305
$14,286 $8,278 ($6,008) ($16,199)
Copiers 1992 1996 $68,955
($1,779) $1,015 $2,794 ($1,081)
Environmental 1992 1996 $40,826
$3,783 $0 ($3,783) ($4,085)
Fixtures 1992 1996 $111,866
$6,089 $3,401 ($2,688) ($6,541)
Furniture 1992 1996 $146,474
$3,363 $5,462 $2,100 ($2,755)
Material Handling 1992 1996 $21,393
$8,813 $2,100 ($6,713) ($2,452)
Medical 1992 1996 $146,946
$11,947 $9,110 ($2,837) ($6,459)
Manufacturing & Prod 1992 1996 $667,197
$65,774 $45,284 ($20,490) ($46,664)
Mining 1992 1996 $578,501
$170,022 $185,000 $14,978 $60,364
Office Equipment 1992 1996 $16,072
$569 $689 $120 ($602)
Photography 1992 1996 $141,810
$15,166 $6,252 ($8,914) ($14,371)
Printing 1992 1996 $145,378
$11,275 $15,431 $4,156 $6,849
Restaurant 1992 1996 $884,581
$44,176 $26,729 ($17,446) ($44,464)
Retail 1992 1996 $96,493
$3,602 $6,900 $3,298 ($1,170)
Sanitation 1992 1996 $98,510
$3,375 $493 ($2,882) ($2,914)
Telecommunications 1992 1996 $761,258
$59,641 $98,290 $38,650 $47,869
Video Production 1992 1996 $121,200
$6,149 $7,489 $1,339 ($3,760)
Agriculture 1993 1996
$21,432 $0 $70 $70 $0
Automotive 1993 1996 $4,857,549
$272,271 $189,368 ($82,903) ($162,026)
Computers 1993 1996 $3,479,468
$395,869 $645,770 $249,901 ($677,445)
Construction 1993 1996 $96,756
$7,966 $30,293 $22,327 $16,919
Copiers 1993 1996 $106,667
$7,311 $9,624 $2,313 ($303)
Environmental 1993 1996 $247,777
$17,423 $5,377 ($12,046) ($30,332)
Fixtures 1993 1996
$105,895 $0 $1,315 $1,315 $0
Furniture 1993 1996 $279,345
$35,048 $49,121 $14,073 ($29,464)
Material Handling 1993 1996 $101,226
$2,241 $3,333 $1,092 ($104)
Medical 1993 1996 $540,339
$7,760 $17,215 $9,455 $1,594
Manufacturing & Prod 1993 1996 $726,873
$36,559 $63,956 $27,397 ($15,009)
Miscellaneous 1993 1996
$109,700 ($5) $3,135 $3,141 $0
Office Equipment 1993 1996 $325,028
$3,026 $12,953 $9,927 ($53,619)
Printing 1993 1996 $185,965
$10,656 $20,955 $10,299 ($4,786)
Restaurant 1993 1996 $280,383
$6,137 $12,560 $6,424 ($704)
Retail 1993 1996 $440,090
$71,872 $57,200 ($14,672) ($36,991)
Sanitation 1993 1996 $18,319
$3,870 $14,042 $10,172 $7,122
Telecommunications 1993 1996 $3,379,187
$417,507 $467,241 $49,735 ($193,057)
Transportation 1993 1996 $87,016
$8,588 $27,917 $19,330 $14,920
Video Production 1993 1996 $113,063
$9,869 $472 ($9,397) ($31,337)
Computers 1994 1996 $145,099
$18,104 $33,695 $15,591 ($51,596)
Fixtures 1994 1996 $5,701
($248) $15 $263 $0
Furniture 1994 1996 $43,911
$5,660 $0 ($5,660) ($13,787)
Material Handling 1994 1996 $40,874
$4,719 $8,180 $3,462 $265,046
Medical 1994 1996 $600,290
$58,047 $64,059 $6,012 ($285,307)
Manufacturing & Prod 1994 1996 $119,549
$31,979 $25,267 ($6,712) ($42,424)
Printing 1994 1996 $39,622
$6,853 $4,000 ($2,853) ($15,129)
Restaurant 1994 1996 $27,415
$14,772 $0 ($14,772) ($16,490)
Telecommunications 1994 1996
$15,173 ($6) $302 $308 $0
Computers 1995 1996 $173,672
$29,108 $20,133 ($8,975) ($7,703)
Copiers 1995 1996
$5,041 $0 $378 $378 $0
Fixtures 1995 1996 $44,435
$9,918 $7,530 ($2,389) ($2,388)
Furniture 1995 1996
$11,279 $0 $0 $0 ($9,023)
Material Handling 1995 1996 $3,725
$125 $420 $295 $0
Medical 1995 1996 $104,042
$82,701 $37,325 ($45,376) ($45,738)
Manufacturing & Prod 1995 1996 $213,504
$115,772 $77,296 ($38,476) ($36,655)
Printing 1995 1996 $6,610
$2,807 $2,967 $160 $0
Restaurant 1995 1996 $69,892
$66,077 $36,359 ($29,718) ($29,718)
Retail 1995 1996 $623,532
$524,555 $584,336 $59,781 $0
Telecommunications 1995 1996 $57,101
$3,218 $1,541 ($1,677) ($1,867)
Video Production 1995 1996 $25,738
$12,618 $13,408 $790 $0
Computers 1996 1996 $24,535
$7,962 $0 ($7,962) ($7,962)
Manufacturing & Prod 1996 1996 $52,320
$52,930 $0 $52,930 $0
Restaurant 1996 1996 $7,247
$114 $1,500 $1,386 ($1,312)
Automotive 1992 1997 $17,689
($7,628) ($453) $7,176 (4)
Computers 1992 1997
$7,396 $93 $513 $420 (4)
Fixtures 1992 1997
$28,886 $0 $0 $0 (4)
Furniture 1992 1997 $31,271
$1,531 $1,109 ($422) (4)
Material Handling 1992 1997 $1,230,947
$301,154 $189,056 ($112,098) (4)
Photography 1992 1997 $15,100
$2,224 $0 ($2,224) (4)
Printing 1992 1997 $26,495
$2,898 $1,108 ($1,790) (4)
Restaurant 1992 1997 $26,616
($389) $0 $389 (4)
Telecommunications 1992 1997 $340,137
$33,390 $43,903 $10,514 (4)
Agriculture 1993 1997
$21,202 $0 $0 $0 (4)
Automotive 1993 1997 $151,663
($6,696) $6,666 $13,362 (4)
Computers 1993 1997 $234,105
$55,171 $53,395 ($1,776) (4)
Construction 1993 1997 $28,368
$5,635 $6,242 $607 (4)
Environmental 1993 1997 $13,511
$3,930 $3,663 ($267) (4)
Fixtures 1993 1997 $964,151
$233,721 $162,604 ($71,117) (4)
Furniture 1993 1997 $182,902
$66,158 $66,677 $519 (4)
Manufacturing & Prod 1993 1997 $192,222
$52,869 $50,680 ($2,190) (4)
Material Handling 1993 1997 $21,845
$4,212 $4,232 $20 (4)
Medical 1993 1997 $39,210
($29) $273 $302 (4)
Office Equipment 1993 1997 $270,582
$37,330 $45,299 $7,969 (4)
Photography 1993 1997 $84,267
$24,879 $25,167 $289 (4)
Restaurant 1993 1997 $177,414
$32,483 $31,117 ($1,366) (4)
Retail 1993 1997 $106,154
$9,888 $17,756 $7,868 (4)
Telecommunications 1993 1997 $564,811
$88,546 $66,238 ($22,308) (4)
Transportation 1993 1997 $110,543
$21,337 $23,577 $2,240 (4)
Computers 1994 1997 $64,759
$5,243 $8,339 $3,095 (4)
Furniture 1994 1997 $27,081
$2,575 $5,491 $2,916 (4)
Manufacturing & Prod 1994 1997 $182,528
$70,579 $78,674 $8,094 (4)
Medical 1994 1997 $48,469
($496) $0 $496 (4)
Restaurant 1994 1997 $17,087
$346 $1,735 $1,389 (4)
Audio 1995 1997
$24,180 $0 $0 $0 (4)
Computers 1995 1997 $125,924
($259) $1,950 $2,208 (4)
Copiers 1995 1997
$3,219 $1 $0 ($1) (4)
Manufacturing & Prod 1995 1997 $32,592
$12,662 $394 ($12,268) (4)
Medical 1995 1997
$7,755 $0 $0 $0 (4)
Telecommunications 1995 1997 $12,856
($506) $0 $506 (4)
Video Production 1995 1997 $5,116
$1,434 $1,619 $185 (4)
Aircraft 1996 1997 $5,690,161
$5,231,289 $5,305,164 $73,875 (4)
Manufacturing & Prod 1996 1997 $2,739
$2,317,341 $2,316,413 ($929) (4)
Video Production 1996 1997 $48,295
$41,704 $45,625 $3,922 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation
and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any
direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1997.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for
ICON
Cash Flow Partners, L.P., Six for the two years ended December 31, 1996, and
the
three months ended March 31, 1997. Each of the Programs' records are
maintained
in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition
Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost(1)
Value(2) Proceeds(3) Gain (Loss) Gain (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
<S><C> <C> <C> <C>
<C> <C> <C> <C>
Restaurant 1994 1995 $326,412
$274,229 $292,998 $18,770 ($8,364)
Computers 1995 1995 $40,355
$36,171 $4,310 ($31,861) $0
Manufacturing & Prod 1995 1995 $107,995
$70,846 $13,253 ($57,593) ($6,821)
Printing 1995 1995 $1,820,770
$1,218,354 $847,650 ($370,703) ($189,624)
Computers 1994 1996 $18,446
$5,353 $3,560 ($1,793) ($10,985)
Manufacturing & Prod 1994 1996 $17,177
$8,953 $9,433 $480 $0
Telecommunications 1994 1996 $24,655
$18,456 $20,460 $2,004 $0
Computers 1995 1996 $1,347,917
$329,160 $125,734 ($203,426) ($541,146)
Construction 1995 1996 $22,064,270
$16,995,923 $16,995,923 $0 ($623,361)
Medical 1995 1996 $103,056
$44,801 $50,884 $6,083 $0
Manufacturing & Prod 1995 1996 $1,409,938
$812,883 $444,921 ($367,962) ($374,116)
Printing 1995 1996 $5,442,336
$2,288,789 $1,412,324 ($876,465) ($414,037)
Restaurant 1995 1996 $268,961
$253,439 $269,638 $16,199 $0
Telecommunications 1995 1996 $1,650,391
$1,200,958 $1,315,148 $114,190 $0
Computers 1994 1997 $113,009
$63,265 $71,697 $8,432 (4)
Computers 1995 1997 $221,901
$23,359 $39,691 $16,332 (4)
Manufacturing & Prod 1995 1997 $862,842
$105,833 $711,577 $605,744 (4)
Medical 1995 1997
$3,235 $0 $0 $0 (4)
Printing 1995 1997 $1,065,804
$306,448 $352,220 $45,773 (4)
Manufacturing & Prod 1996 1997 $609,720
$51,344 $125,807 $74,463 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation
and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any
direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1997.
<PAGE>
<PAGE>
EXHIBIT C
Acquisition of Equipment - Recent Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing
and
financing information for ICON Cash Flow Partners, L.P., Seven at August
31,
1997: <TABLE>
Original
Lessee Date
Total Cash Acquisition
or Equipment User Location
Equipment Purchased Financing Expended Cost
(1) (2) (3)
- --------------------------------- ----------------------
- --------------------------------------------- ----------------------------
<S><C> <C>
<C> <C> <C> <C> <C>
AAR (Continental) N/A
Aircraft Jul 97 $12,969,164
$1,663,700 $14,632,864
AJK Associates Islandia, NY Manufacturing &
Prod Oct-96 $0 $56,361 $56,361
Alexander & Alexander Owings Mills, MD
Computers Jan-96 2,805,739 366,163 3,171,902
All Car Distributors Antigo, WI
Automotive May-96 0 129,745 129,745
All Car Distributors Antigo, WI
Automotive Aug-96 0 147,658 147,658
All Car Distributors Inc. Antigo, WI
Automotive Mar-96 0 101,445 101,445
Alpha 1 Products Inc, Hauppauge, NY
Computers Oct-96 0 36,546 36,546
America Online, Inc. Dulles, VA
Computers Jun 97 11,770,673
714,189 12,484,862
America Online, Inc. Dulles, VA
Computers Feb-97 5,574,241 801,619 6,375,860
Arcade Printing Services North Highlands, CA
Printing Nov-96 0 27,652 27,652
Arcade Textiles, Inc. Rock Hill, SC Manufacturing &
Prod Aug-96 0 116,364 116,364
Audio By The Bay Garden Grove, CA
Audio Aug-96 0 59,925 59,925
Automotive Sevice & Parts Wilmington, OH
Automotive Sep-96 0 33,062 33,062
Bio-Medical Devices, Inc. Irvine, CA Manufacturing &
Prod May-96 0 40,310 40,310
Blount Inc. Montgomery, AL
Computers Jan-96 471,271 37,083 508,354
Boca Tecca Cleaners Boca Raton, FL Manufacturing &
Prod Sep-96 0 53,029 53,029
C & C Finishing No. Babylon, NY Manufacturing &
Prod Sep-96 0 25,792 25,792
C.J. Menendez Co. Miami, FL
Construction May-96 0 50,702 50,702
C.M. Repographics, Inc. Las Vegas, NV
Reprographics Jul-96 0 44,804 44,804
C.P. Shades Inc. Sausalito, CA Manufacturing &
Prod Mar-96 0 247,608 247,608
Carlos Remolina, Md Roselle, NJ
Medical Dec-96 0 55,028 55,028
Carnival Cruise Lines Miami, FL
Computers Jun-96 877,527 77,826 955,353
CCI Diversified, Inc. Newport Beach, CA
Computers Jul-96 0 57,766 57,766
CID Hosiery Mills, Inc. Lexington, NC Manufacturing &
Prod Oct-96 0 47,658 47,658
CIS Corp. Jersey City, NJ
Telecommunications Nov-96 3,870,877 1,319,304 5,190,181
CIS Corp. Norcross, GA
Telecommunications Mar-97 0 364,823 364,823
Cleaners Plus Baca Raton, FL Manufacturing &
Prod Oct-96 0 63,937 63,937
Comm. Task Group,Inc. Buffalo, NY
Telecommunications Oct-96 0 51,470 51,470
Comshare Inc. Ann Arbor, MI
Computers Sep-96 0 426,019 426,019
Continental Airlines, Inc. Houston, TX
Aircraft Dec-96 9,309,759 2,462,884 11,772,643
Creative Financial Svcs Fayetteville, NC
Computers Jul-96 0 37,193 37,193
CT Plastics & Fabrications Simsbury, CT Manufacturing &
Prod Oct-96 0 39,769 39,769
Dads Farms Henderson, NE
Agriculture Oct-96 0 50,835 50,835
DCR Communications Inc. Washington, DC
Furniture Feb-96 0 123,781 123,781
Digio, Inc. Woodland Hills, CA
Computers Sep-96 0 45,176 45,176
Dryclean USA Dba Osmar,Inc Miami, FL Manufacturing &
Prod Nov-96 0 61,964 61,964
Environmental Resources Epping, NH Material
Handling Dec-96 0 55,854 55,854
Federal Express Corp. Memphis, TN
Aircraft Aug-96 34,973,585 7,229,208 42,202,793
First Consumer Funding Kenilworth, NJ
Computers Oct-96 0 43,207 43,207
G & G Amusement Commerce, CA
Computers Sep-96 0 27,375 27,375
Golden Blasting, Inc. Windham, NH Manufacturing &
Prod Oct-96 0 58,333 58,333
Golden City Chinese Rest Margate, FL
Restaurant Dec-96 0 42,104 42,104
Golden Pharmaceutical Golden, CO
Computers Apr-96 0 56,357 56,357
Haemonetics Corp. Braintree, MA
Telecommunications Nov-96 0 36,529 36,529
Hollywood Recording Srvcs Hollywood, CA
Audio Nov-96 0 45,631 45,631
Horizon Financial Corp Fairfield, NJ
Computers Oct-96 0 54,008 54,008
ICT Group, Inc. Langhorne, PA
Furniture Aug-96 211,809 61,034 272,843
Infinity Studios, Inc. Brooklyn, NY
Audio Jul-96 0 53,561 53,561
Intersolv Inc. Rockville, MD
Computers Jan-96 576,678 47,155 623,834
J.C. Penney, Inc. Plano, TX Office
Equipment Jun-96 2,199,583 406,402 2,605,985
Kent-Transamericas Clthng Brooklyn, NY
Computers Aug-96 0 34,946 34,946
Kim Hannaford, Dds Los Alamitos, CA
Medical Apr-96 0 38,775 38,775
Knoxville Men's Medical Knoxville, TN
Medical Oct-96 0 42,156 42,156
La Dolce Vita Of Mt Ver. Mount Vernon, NY
Restaurant Oct-96 0 26,952 26,952
Leomar Miami, Inc. Miami, FL
Retail Jul-96 0 43,506 43,506
Lindy Bixby Dds Capitola, CA
Medical Oct-96 0 27,794 27,794
Long Beach Acceptance Oradell, NJ
Computers Sep-96 0 721,382 721,382
LVL, Inc. Minneapolis, MN
Computers Jul-96 0 49,526 49,526
Market Service, Inc. Great Neck, NY
Telecommunications Sep-96 0 48,898 48,898
Mazda Motors of America, Inc. Irvine, CA
Computers Mar-97 5,874,729 977,449 6,852,178
Michael Stephenson Evanston, IL
Photography Aug-96 0 35,648 35,648
Miracle Mortgage Orem, UT
Computers Jul-96 0 98,589 98,589
MNP Enterprises Miami Lakes, FL
Retail Sep-96 0 27,556 27,556
Modern Planning LI, Inc. Brooklyn, NY
Computers Dec-96 0 57,324 57,324
Nashville Men's Medical Nashville, TN
Medical Oct-96 0 42,161 42,161
New Horizons Computer Fairborn, OH
Computers Sep-96 0 53,974 53,974
Newport Shores Financial Mission Viego, CA
Furniture Jul-96 0 55,093 55,093
OEO, Inc. Springfield, VA
Telecommunications Mar-97 160,103 215,453 375,556
Occidental Equipment and Srvcs Los Angeles, CA
Vessels Mar-97 5,853,364 3,708,501 9,561,865
Pacific Bagel Partners Rnch St Margarita,CA
Restaurant Sep-96 0 609,000 609,000
Pat's Bug Shop Donalds, SC
Automotive Oct-96 0 53,596 53,596
Peppino'S Inc. & Peppino's Inc. Irvine, CA
Restaurant Aug-96 0 31,171 31,171
Photocircuits Glen Cove, NY
Computers Aug-96 0 1,995,051 1,995,051
Pollinaise Intimate Apparel Boyertown, PA
Computers Aug-96 0 48,000 48,000
Progressive Technology Miami, FL Manufacturing &
Prod Sep-96 0 32,397 32,397
Progrssve Extrsn Die Corp Anahiem, CA Manufacturing &
Prod Dec-96 0 46,832 46,832
Quality Baking, LLC Maplewood, MO
Furniture Jul-96 0 283,250 283,250
Quality Baking, LLC Maplewood, MO
Furniture Sep-96 0 315,404 315,404
R.B. Apparel Co., Inc. Hialeah, FL Manufacturing &
Prod Sep-96 0 46,114 46,114
Rainbow Abstracts Group Glandale, CA
Video Oct-96 0 56,347 56,347
Ral III Trading Inc. Biloxi, MS Manufacturing &
Prod Oct-96 0 51,077 51,077
Rehab Excel, Inc. Lafayettle, CO
Computers Dec-96 0 34,545 34,545
Roger Doss Catering, Inc. Lyndhurst, NJ
Restaurant Dec-96 0 29,222 29,222
Rowan Companies Memphis, TN Oil
Rig Aug-96 12,325,000 369,750 12,694,750
Siamac A. Najah Redondo Beach, CA
Video Jul-96 0 51,970 51,970
Sportscare Specialists Troy, MI
Medical Sep-96 0 29,411 29,411
Steamtech Environmental Bakersfield, CA
Enviromental Sep-96 0 55,557 55,557
Stratford Studios Phoenix, AZ
Printing Sep-96 0 42,525 42,525
Sturgeon & Sturgeon,DDS West Hills, CA
Medical Nov-96 0 61,736 61,736
Sunfire Prod. Dba Sequoia Aspen, CO
Video Oct-96 0 46,760 46,760
Third Coast Productions Ft. Worth, TX
Video Aug-96 0 52,682 52,682
Threespace Imagery Reseda, CA
Computers Oct-96 0 53,169 53,169
Tierce, Inc. Fort Worth, TX
Medical Jun-96 0 33,310 33,310
Title Escrow Inc. Nashville, TN
Computers Oct-96 0 51,946 51,946
Tucson Bagel Company, LLC Brainerd, MN
Restaurant Sep-96 0 298,886 298,886
Tuscon Bagel Company, LLC Brainerd, MN Restaurant
Equipment Mar-96 0 261,319 261,319
Uinta Brewing Company Salt Lake City, UT Manufacturing &
Prod May-96 0 183,600 183,600
United Consumers Club Elmsford, NY
Telecommunications Oct-96 0 48,670 48,670
United Consumers Club Fishkill, NY
Telecommunications Dec-96 0 48,670 48,670
Visual Impulse Co. Quincy, FL
Computers Dec-96 0 40,635 40,635
Wal-Mart Stores,Inc. Bentonville, AR Material
Handling Oct-96 1,751,640 2,939,819 4,691,459
Waterwrks Restaurant Winooski, VT
Retail May-96 0 33,323 33,323
Westover Investment Corp Richmond, VA
Computers Dec-96 0 26,625 26,625
WH Smith Limited London, England
Retail Mar-97 20,049,773 1,495,109 21,544,881
Total Equipment transactions less than
$25,000 0 548,333 548,333
- ------------ ----------- ------------
$131,625,515 $34,967,434 $166,592,948
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on
equipment
purchases at August 31, 1997.
(3) Total acquisition cost is equal to the contractual purchase price
plus
acquisition fee.
<PAGE>
EXHIBIT C
Acquisition of Equipment - Recent Public Program
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently
under
management for ICON Cash Flow Partners, L.P. Seven at August 31, 1997
pursuant to
leases or which secure its Financing Transactions.
Equipment Equipment Total
Equipment Category Leases Financings
Portfolio
------------------ --------- ----------
- ---------
Aircraft ....................... $ 66,610,000 $ 0 $
66,610,000
Retail Systems ................. 20,917,361 32,353
20,949,714
Computer Systems ............... 30,534,279 0
30,534,279
Oil Rig ........................ 12,325,000 0
12,325,000
Vessels ........................ 9,283,364 0
9,283,364
Telecommunications ............. 5,708,811 47,252
5,756,063
Material & Handling ............ 4,554,815 0
4,554,815
Office Equipment ............... 2,764,522 0
2,764,522
Furniture & Fixtures ........... 0 581,217
581,217
Construction ................... 0 62,978
62,978
Audio .......................... 0 52,001
52,001
Manufacturing & Production ..... 51,484 0
51,484
------------ ------------
- ------------
$152,749,636 $ 775,801
$153,525,437
============ ============
============
