ICON CASH FLOW PARTNERS L P SEVEN
10-Q, 1998-05-14
EQUIPMENT RENTAL & LEASING, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the period ended                          March 31, 1998
                     -----------------------------------------------------------

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the transition period from                        to
                               -------------------------------------------------

Commission File Number                            33-94458
                       ---------------------------------------------------------

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


         Delaware                                                13-3835387
- --------------------------------------------------------------------------------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                            Identification Number)


              600 Mamaroneck Avenue, Harrison, New York 10528-1632
- --------------------------------------------------------------------------------
              (Address of principal executive offices) (Zip code)


                                 (914) 698-0600
- --------------------------------------------------------------------------------
               Registrant's telephone number, including area code



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                         [ x ] Yes     [   ] No


<PAGE>


PART I  - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                                 Balance Sheets

                                   (unaudited)
<TABLE>

                                                           March 31,      December 31,
                                                             1998             1997

Assets

<S>                                                    <C>              <C>          
Cash ...............................................   $   6,488,653    $   4,516,385
                                                       -------------    -------------

Investment in finance leases
   Minimum rents receivable ........................     113,621,677       89,824,617
   Estimated unguaranteed residual values ..........      66,288,713       33,168,213
   Initial direct costs ............................       4,144,131        2,851,751
   Unearned income .................................     (38,921,741)     (23,581,783)
   Allowance for doubtful accounts .................        (300,000)        (155,000)
                                                       -------------    -------------

                                                         144,832,780      102,107,798

Investment in estimated unguaranteed residual values      26,531,664       26,531,664
                                                       -------------    -------------

Net investment in leveraged leases .................      11,496,061       11,146,488
                                                       -------------    -------------

Equity investment in joint ventures ................       1,872,396        1,828,453
                                                       -------------    -------------

Investment in financings
   Receivables due in installments .................         894,646          906,283
   Initial direct costs ............................          16,155           16,480
   Unearned income .................................        (194,991)        (197,918)
   Allowance for doubtful accounts .................         (27,222)         (22,222)
                                                       -------------    -------------

                                                             688,588          702,623
                                                       -------------    -------------

Other assets .......................................         756,146        1,046,031
                                                       -------------    -------------

Total assets .......................................   $ 192,666,288    $ 147,879,442
                                                       =============    =============

</TABLE>



                                                        (continued on next page)


<PAGE>


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

                           Balance Sheets (Continued)

                                   (unaudited)
<TABLE>

                                                             March 31,     December 31,
                                                               1998           1997

       Liabilities and Partners' Equity

<S>                                                      <C>              <C>          
Notes payable - non-recourse .........................   $ 121,512,203    $  90,575,890
Note payable - recourse ..............................      10,075,000       10,075,000
Accounts payable-equipment ...........................       1,685,320        1,011,196
Accounts payable - General Partner and affiliates, net            --             28,150
Accounts payable - other .............................         470,820          238,586
Security deposits and deferred credits ...............          97,114           29,162
Minority interest in joint venture ...................          21,452           20,335
                                                         -------------    -------------
                                                           133,861,909      101,978,319

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ...................................         (36,885)         (23,323)
   Limited partners (727,819.86 and 559,842.19  units
     outstanding, $100 per unit original
     issue price in 1998 and 1997, respectively) .....      58,841,264       45,924,446
                                                         -------------    -------------

     Total partners' equity ..........................      58,804,379       45,901,123
                                                         -------------    -------------

Total liabilities and partners' equity ...............   $ 192,666,288    $ 147,879,442
                                                         =============    =============

</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)

                                                             1998         1997
                                                             ----         ----

Revenues

   Finance income ....................................   $2,564,902   $1,099,525
   Income from leveraged leases, net .................      344,909      380,630
   Income from equity investment in joint venture ....       93,533       20,808
   Interest income and other .........................       92,819       24,165
   Net gain on sales or remarketing of equipment .....         --         32,891
                                                         ----------   ----------

   Total revenues ....................................    3,096,163    1,558,019
                                                         ----------   ----------

Expenses

   Interest ..........................................    1,531,238      574,541
   Management fees - General Partner .................      478,301      357,477
   Amortization of initial direct costs ..............      423,326      310,609
   Administrative expense
     reimbursements - General Partner ................      207,548      151,194
   Provision for bad debts ...........................      150,000         --
   General and administrative ........................       57,235       37,561
   Minority interest in joint venture ................        1,116        1,094
                                                         ----------   ----------

   Total expenses ....................................    2,848,764    1,432,476
                                                         ----------   ----------

Net income ...........................................   $  247,399   $  125,543
                                                         ==========   ==========

Net income allocable to:
   Limited partners ..................................   $  244,925   $  124,288
   General Partner ...................................        2,474        1,255
                                                         ----------   ----------

                                                         $  247,399   $  125,543
                                                         ==========   ==========

Weighted average number of limited
   partnership units outstanding .....................      680,272      314,146
                                                         ==========   ==========

Net income per weighted average
   limited partnership unit ..........................   $      .36   $      .40
                                                         ==========   ==========



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, 1998, the Year Ended
           December 31, 1997 and 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                        $  8.18       $  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 (285,927.35 units)                                             28,592,735          -         28,592,735

Sales and
   offering expenses                                                    (3,862,277)         -         (3,862,277)

Limited partnership units
   redeemed (1,625.63 units)                                              (155,815)         -           (155,815)

</TABLE>

                                                        (continued on next page)


<PAGE>


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

              Statements of Changes in Partners' Equity (Continued)

            For the Three Months Ended March 31, 1998, the Year Ended
           December 31, 1997 and 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)

Cash distributions
<S>                                   <C>           <C>                 <C>              <C>          <C>        
   to partners                        $  4.41       $  6.34             (4,147,829)      (41,125)     (4,188,954)

Net income                                                               2,623,084        26,496       2,649,580
                                                                   ---------------  ------------  --------------

Balance at
   December 31, 1997                                                    45,924,446       (23,323)     45,901,123

Proceeds from issuance
   of limited partnership
   units (167,977.67 units)                                             16,797,767          -         16,797,767

Sales and offering expenses                                             (2,267,698)         -         (2,267,698)

Cash distributions to partners        $  2.34       $   .35             (1,858,176)      (16,036)     (1,874,212)

Net income                                                                 244,925         2,474         247,399
                                                                   ---------------  ------------  --------------

Balance at March 31, 1998                                          $    58,841,264  $    (36,885) $   58,804,379
                                                                   ===============  ============  ==============



</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>

                                                                       1998           1997
                                                                       ----           ----
Cash flows from operating activities:
<S>                                                               <C>             <C>         
   Net income .................................................   $    247,399    $    125,543
                                                                  ------------    ------------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
      Finance income portion of receivables paid directly
        to lenders by lessees .................................     (2,457,589)       (958,529)
      Interest expense on non-recourse financing paid
        directly by lessees ...................................      1,531,238         552,215
      Amortization of initial direct costs ....................        423,326         310,609
      Income from leveraged leases, net .......................       (344,909)       (380,630)
      Allowance for doubtful accounts .........................        150,000            --
      Distribution from equity investment in joint venture ....        113,243            --
      Income from equity investment in joint venture ..........        (93,533)        (20,808)
      Collection of principal  - non-financed receivables .....         55,479         634,268
      Gain on sale of equipment ...............................           --           (32,891)
      Change in operating assets and liabilities:
         Other assets .........................................        245,642        (720,659)
         Accounts payable - other .............................        232,234         (32,438)
         Security deposits and deferred credits ...............         67,952          20,195
         Accounts payable - General Partner and affiliates, net        (28,150)        299,514
         Minority interest in joint venture ...................          1,117           1,094
         Other, net ...........................................        (50,241)        (41,937)
                                                                  ------------    ------------

           Total adjustments ..................................       (154,191)       (369,997)
                                                                  ------------    ------------

        Net cash provided by (used in) operating activities ...         93,208        (244,454)
                                                                  ------------    ------------

Cash flows from investing activities:
   Equipment and receivables purchased ........................     (9,131,425)     (3,395,281)
   Initial direct costs .......................................     (1,581,719)     (1,164,222)
   Equity investment in joint ventures ........................        (63,653)           --
   Proceeds from sale of equipment ............................           --         1,793,586
                                                                  ------------    ------------

         Net cash used in investing activities ................    (10,776,797)     (2,765,917)
                                                                  ------------    ------------

</TABLE>

<PAGE>


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

                      Statements of Cash Flows (Continued)

                      For the Three Months Ended March 31,

                                   (unaudited)
<TABLE>

                                                                          1998            1997
                                                                          ----            ----

Cash flows from financing activities:
<S>                                                                    <C>              <C>      
   Issuance of limited partnership units, net of offering expenses     14,530,069       4,833,663
   Proceeds from note payable affiliate ..........................           --         4,250,000
   Principal payments on recourse debt ...........................           --        (2,150,000)
   Cash distributions to partners ................................     (1,874,212)       (775,320)
                                                                     ------------    ------------

         Net cash provided by financing activities ...............     12,655,857       6,158,343
                                                                     ------------    ------------

Net increase in cash .............................................      1,972,268       3,147,972

Cash at beginning of period ......................................      4,516,385         698,301
                                                                     ------------    ------------

Cash at end of period ............................................   $  6,488,653    $  3,846,273
                                                                     ============    ============

</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, 1998 and 1997,  non-cash  activities
included the following:
<TABLE>

                                                                1998           1997
                                                                ----           ----

Fair value of equipment and receivables
<S>                                                        <C>             <C>          
   purchased for debt and payables .....................   $(38,313,411)   $(38,220,051)
Non-recourse notes payable assumed in
   purchase price ......................................     36,628,091      37,741,972
Accounts payable - equipment ...........................      1,685,320         478,079

Principal and interest on direct
   finance receivables paid directly
   to lenders by lessees ...............................      7,223,016       3,682,924
Principal and interest on non-recourse
   financing paid directly to lenders
   by lessees ..........................................     (7,223,016)     (3,682,924)

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  $1,531,238  and  $574,541 for the three months ended
March 31, 1998 and 1997 consisted of interest expense on non-recourse  financing
paid or accrued  directly  to lenders by  lessees of  $1,531,238  and  $552,216,
respectively, and other interest of $0 and $22,325, respectively.


<PAGE>


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

                          Notes to Financial Statements

                                 March 31, 1998

                                   (unaudited)
1.    Basis of Presentation

      The  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 1997
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, 1998  consisted of the
following:

      Non-cancelable minimum rents receivable (net of
        principal and interest on non-recourse debt)       $          -
      Estimated unguaranteed residual values                     24,818,001
      Initial direct costs                                        1,165,970
      Unearned income                                           (14,487,910)
                                                           ----------------
                                                           $     11,496,061



<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, 1998 and 1997
were as follows:

                                   1998         1997
                                   ----         ----

Underwriting commissions      $    335,955  $    111,761  Charged to Equity
Organization and offering          587,922       195,582  Charged to Equity
Acquisition fees                 1,423,345     1,320,281  Capitalized
Management fees                    478,301       357,477  Charged to operations
Administrative expense
 reimbursements                    207,548       151,194  Charged to operations
                              ------------  ------------

Total                         $  3,033,071  $  2,136,295
                              ============  ============

      The Partnership and affiliates formed three joint ventures for the purpose
of acquiring and managing various assets. (See Note 4 for additional information
relating to the joint ventures.)

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.

ICON Cash Flow L.L.C. III

      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  LLC III"),  for the  purpose  of  acquiring  and  managing  an  aircraft
currently on lease to Continental  Airlines,  Inc. The  Partnership and Series E
contributed 99% and 1% of the cash received for such acquisitions, respectively,
to ICON Cash Flow LLC III.

ICON Receivables 1997-A L.L.C.

      In March  1997 the  Partnership,  Series D and L.P.  Six  contributed  and
assigned  equipment  lease  and  finance   receivables  and  residuals  to  ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity created for the
purpose of originating new leases,  managing  existing  contributed  assets and,
eventually, securitizing its portfolio.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

      On September 19, 1997 the  Partnership,  Series E and L.P. Six contributed
and assigned additional equipment lease and finance receivables and residuals to
1997-A.  The  Partnership,  Series D, Series E and L.P.  Six  (collectively  the
"1997-A  Members")  received  a  19.97%,  17.81%  31.19%  and  31.03%  interest,
respectively,   in  1997-A  based  on  the  present   value  of  their   related
contributions.

     Information  as to the  financial  position  and results of  operations  of
1997-A at March 31, 1998 is summarized below:

                                               March 31, 1998

                  Assets                      $    48,132,853
                                              ===============

                  Liabilities                 $    42,562,421
                                              ===============

                  Equity                      $     5,570,432
                                              ===============

                                             Three Months Ended
                                               March 31, 1998

                  Net income                  $       370,203
                                              ===============

ICON Receivables 1997-B L.L.C.

      In August 1997 the Partnership,  Series E and L.P. Six (collectively,  the
"1997-B  Members") formed ICON  Receivables  1997-B L.L.C.  ("1997-B"),  for the
purpose of  originating  lease  transactions  and  ultimately  securitizing  its
portfolio.

     Information  as to the  financial  position  and results of  operations  of
1997-B at March 31, 1998 is summarized below:


                                               March 31, 1998

                  Assets                      $    25,474,993
                                              ===============

                  Liabilities                 $    21,776,767
                                              ===============

                  Equity                      $     3,698,226
                                              ===============

                                             Three Months Ended
                                               March 31, 1998

                  Net income                  $       115,207
                                              ===============


<PAGE>


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

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

     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.  Between  January 19,  1996 and  December  31,  1996,
249,172.52  additional units were admitted  representing  $24,917,252 of capital
contributions.  In 1997,  285,927.35 additional units were admitted representing
$28,592,735 of capital  contributions  and 1,625.63  units were  redeemed.  From
January 1, 1998 to March 31, 1998,  167,977.67  additional  units were admitted,
bringing  the  total  units  and  capital   subscriptions   to  727,819.86   and
$72,781,986, respectively.

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases,  leveraged  leases,  equity  investment in joint  venture  investment in
estimated  unguaranteed residual value and financings  representing 77%, 7%, 1%,
14% and less than 1% of total  investments at March 31, 1998,  respectively  and
78%, 14%, 7%, 0% and 1% at March 31, 1997, respectively.

     For the three months ended March 31, 1998 and 1997 the  Partnership  leased
or financed  equipment  with an initial  cost of  $47,444,836  and  $44,009,376,
respectively to 6 and 15 lessees or equipment users  respectively.  The weighted
average  initial   transaction   term  for  each  year  was  59  and  44  months
respectively.

Results of Operations for the Three Months Ended March 31, 1998 and 1997

     Revenue  for the  three  months  ended  March  31,  1998  were  $3,096,163,
representing  an  increase of  $1,538,144  from 1997.  The  increase in revenues
resulted primarily from an increase in finance income of $1,465,377, an increase
in  interest  income and other of $68,654  and an increase in income from equity
investment in joint venture of $72,725. These increases were partially offset by
a decrease in income from leveraged leases of $35,721 and a decrease in net gain
on sales or remarketing of equipment of $32,891.  The increase in finance income
resulted  from the  increase in the average size of the  portfolio  from 1997 to
1998.  Income from  equity  investment  in joint  venture  increased  due to the
Partnership's  March 1997 investment in ICON Receivables  1997-A LLC, the timing
of which afforded only a partial  month's income in the first quarter of 1997 as
compared to a full three months for the period  ended March 31,  1997.  Interest
income and other increased  primarily as a result of the increase in the average
cash balance from 1997 to 1998.  Net gain on sales or  remarketing  of equipment
decreased due to a decrease in the number of leases maturing, and the underlying
equipment  being sold or  remarketed,  for which the proceeds  received  were in
excess of the remaining carrying value of the equipment.

     Expenses  for the  three  months  ended  March 31,  1998  were  $2,848,764,
representing  an increase of $1,416,288  from 1997. The increase in expenses was
due to an increase in interest  expense of $956,697,  an increase in  management
fees of  $120,824,  an  increase  in  amortization  of initial  direct  costs of
$112,717,  an increase in administrative  expense  reimbursements of $56,354, an
increase  in general  and  administrative  expense of  $19,674,  an  increase in
provision for bad debt of $150,000 and an increase in minority interest in joint
venture of $22.  Interest  expense  increased  due to an increase in the average
debt  outstanding from 1997 to 1998.  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 1997 to 1998. A provision for bad debt was made during the first
quarter of 1998 as a result of an  analysis of  delinquency,  an  assessment  of
overall risk and a review of historical loss experience.


<PAGE>


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

     Net income for the three  months ended March 31, 1998 and 1997 was $247,399
and  $125,543,  respectively.  The  net  income  per  weighted  average  limited
partnership unit was $.36 and $.40, respectively.

Liquidity and Capital Resources

     The Partnership's primary sources of funds for the three months ended March
31,  1998 and 1997 were  capital  contributions,  net of offering  expenses,  of
$14,530,069  and  $4,833,663,  from  limited  partners,  respectively,  net cash
provided  (used in) by  operations  of  $93,208  and  $(244,454),  respectively,
proceeds from sale of equipment of $0 and $1,793,586,  respectively and proceeds
from affiliate note of $0 and $4,250,000, respectively. 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,
1998 and 1997,  which  were  paid  monthly,  totaled  $1,858,176  and  $767,568,
respectively,   of  which  $244,925  and  $124,288  was  investment  income  and
$1,613,251  and  $643,280  was a return of  capital,  respectively.  The monthly
annualized cash distributions rate to limited partners was 10.75% of which 1.42%
and 1.6% was  investment  income  and 9.33%  and 9.15% was a return of  capital,
respectively.  The  limited  partner  distribution  per  weighted  average  unit
outstanding  for the three  months  ended March 31, 1998 and 1997 was $2.69,  of
which  $.35 and $.40 was  investment  income and $2.34 and $2.29 was a return of
capital, respectively.

      In March  1997 the  Partnership,  Series D and L.P.  Six  contributed  and
assigned  equipment  lease  and  finance   receivables  and  residuals  to  ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity created for the
purpose of originating new leases,  managing  existing  contributed  assets and,
eventually,  securitizing its portfolio.  On September 19, 1997 the Partnership,
Series E and L.P. Six  contributed and assigned  additional  equipment lease and
finance receivables and residuals to 1997-A. The Partnership, Series D, Series E
and L.P.  Six  (collectively  the "1997-A  Members")  received a 19.97%,  17.81%
31.19% and 31.03% interest,  respectively,  in 1997-A based on the present value
of their related contributions.

      In August 1997 the Partnership,  Series E and L.P. Six (collectively,  the
"1997-B  Members") formed ICON  Receivables  1997-B L.L.C.  ("1997-B"),  for the
purpose of  originating  lease  transactions  and  ultimately  securitizing  its
portfolio.

     As of March 31, 1998, 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)


PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

No reports on Form 8-K were filed by the  Partnership  during the quarter  ended
March 31, 1998.



<PAGE>


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



                                   SIGNATURES


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

                                       ICON Cash Flow Partners L. P. Seven
                                       File No. 33-94458 (Registrant)
                                       By its General Partner,
                                       ICON Capital Corp.




May 14, 1998                           /s/ Gary N. Silverhardt
- ------------                           -----------------------------------------
    Date                               Gary N. Silverhardt
                                       Chief Financial Officer
                                       (Principal financial and account officer
                                       of the General Partner of the Registrant)




<PAGE>



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000947986
<NAME>                        ICON Cash Flow Partners L.P. Seven

       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-END>                                   MAR-31-1998
<CASH>                                          6,488,653
<SECURITIES>                                            0
<RECEIVABLES>                                 123,592,901
<ALLOWANCES>                                      327,222
<INVENTORY>                                             0
<CURRENT-ASSETS> *                                      0
<PP&E>                                                  0
<DEPRECIATION>                                          0
<TOTAL-ASSETS>                                192,666,288
<CURRENT-LIABILITIES> **                                0
<BONDS>                                       131,587,203
                                   0
                                             0
<COMMON>                                                0
<OTHER-SE>                                     58,804,379
<TOTAL-LIABILITY-AND-EQUITY>                  192,666,288
<SALES>                                         3,003,344
<TOTAL-REVENUES>                                3,096,163
<CGS>                                                   0
<TOTAL-COSTS>                                           0
<OTHER-EXPENSES>                                1,167,526
<LOSS-PROVISION>                                  150,000
<INTEREST-EXPENSE>                              1,531,238
<INCOME-PRETAX>                                         0
<INCOME-TAX>                                            0
<INCOME-CONTINUING>                                     0
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                      247,399
<EPS-PRIMARY>                                        0.36
<EPS-DILUTED>                                        0.36
<FN>
*    The  Partnership  has  an  unclassified  balance  sheet  in  its  financial
     statements due to the nature of its industry.  A value of "0" was used for
     current assets and liabilities.

**   The  Partnership  has  an  unclassified  balance  sheet  in  its  financial
     statements due to the nature of its industry.  A value of "0" was used for
     current assets and liabilities.
</FN>

        


</TABLE>


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