ICON CASH FLOW PARTNERS L P SEVEN
10-Q, 2000-11-14
EQUIPMENT RENTAL & LEASING, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



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

For the period ended                      September 30, 2000
                     -----------------------------------------------------------

[ ] 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)


              111 Church Street, White Plains, New York 10601-1505
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                                 (914) 993-1700
--------------------------------------------------------------------------------
               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)

                           Consolidated Balance Sheets

                                   (unaudited)
<TABLE>

                                                        September 30,    December 31,
                                                           2000              1999

       Assets

<S>                                                    <C>              <C>
Cash ...............................................   $   7,527,367    $   4,688,025
                                                       -------------    -------------

Investment in finance leases
   Minimum rents receivable ........................      37,792,431       54,878,965
   Estimated unguaranteed residual values ..........      73,499,967       67,880,746
   Initial direct costs ............................         402,635        1,604,755
   Unearned income .................................     (21,520,462)     (17,093,326)
   Allowance for doubtful accounts .................      (1,067,610)      (1,067,610)
                                                       -------------    -------------

                                                          89,106,961      106,203,530

Investment in estimated unguaranteed residual values      19,393,541       31,718,541
                                                       -------------    -------------

Net investment in leveraged leases .................      24,923,217       22,555,086
                                                       -------------    -------------

Investment in financings
   Receivables due in installments .................       1,236,337        2,062,546
   Initial direct costs ............................           2,880            3,528
   Unearned income .................................        (207,020)        (457,150)
   Allowance for doubtful accounts .................          (9,611)          (9,611)
                                                       -------------    -------------

                                                           1,022,586        1,599,313

Investments in unconsolidated joint ventures .......       3,354,106        3,292,324
                                                       -------------    -------------

Other assets .......................................       1,807,777        1,950,469
                                                       -------------    -------------

Total assets .......................................   $ 147,135,555    $ 172,007,288
                                                       =============    =============
</TABLE>


                                                        (continued on next page)


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)
<TABLE>

                                                               September 30,    December 31,
                                                                   2000             1999

       Liabilities and Partners' Equity

<S>                                                           <C>              <C>
Notes payable - non-recourse ..............................   $  55,647,270    $  71,944,352
Note payable - recourse ...................................      24,618,116       28,599,963
Accounts payable - General Partner and affiliates .........            --            101,333
Security deposits, deferred credits and other payables ....         634,986        1,278,045
Minority interest in consolidated joint ventures ..........          41,821           38,457
                                                              -------------    -------------

                                                                 80,942,193      101,962,150

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ........................................        (195,106)        (156,961)
   Limited partners (989,588 and 990,238 units outstanding,
     $100 per unit original issue price) ..................      66,388,468       70,202,099
                                                              -------------    -------------

     Total partners' equity ...............................      66,193,362       70,045,138
                                                              -------------    -------------

Total liabilities and partners' equity ....................   $ 147,135,555    $ 172,007,288
                                                              =============    =============


</TABLE>













See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations


                                   (unaudited)
<TABLE>

                                                     For the Three Months                For the Nine Months
                                                      Ended September 30,                Ended September 30,
                                                     2000            1999                 2000           1999
                                                     ----            ----                 ----           ----

Revenues

<S>                                            <C>            <C>            <C>           <C>
Finance income .............................   $ 4,664,280    $ 3,941,337    $12,795,317   $14,228,803
Income from leveraged leases ...............       789,377        385,156      2,368,131     1,128,069
(Loss) income from investments in
  unconsolidated joint ventures ............       (33,708)       (52,767)       176,566       112,369
Gain on sales of equipment .................       125,013          6,889        129,157       115,428
Interest income and other ..................        88,842          2,763        112,728        15,171
                                               -----------    -----------    -----------   -----------

   Total revenues ..........................     5,633,804      4,283,378     15,581,899    15,599,840
                                               -----------    -----------    -----------   -----------

Expenses
   Interest ................................     2,176,846      1,936,747      5,797,783     7,266,539
   Management Fees - General Partner .......       850,246        744,345      2,535,423     2,218,128
   Amortization of initial direct costs ....       446,913        463,214      1,423,137     1,713,101
   Administrative expense reimbursements-
     General Partner .......................       190,850        313,944        924,551       936,526
   Provision for bad debts .................          --             --             --         200,000
   General and administrative ..............       216,781        107,156        649,407       400,555
   Minority interest expense in consolidated
     joint venture .........................           840          5,761          3,364         8,175
                                               -----------    -----------    -----------   -----------

Total expenses .............................     3,882,476      3,571,167     11,333,665    12,743,024
                                               -----------    -----------    -----------   -----------

Net income .................................   $ 1,751,328    $   712,211    $ 4,248,234   $ 2,856,816
                                               ===========    ===========    ===========   ===========

Net income allocable to:
   Limited partners ........................   $ 1,733,815    $   705,089    $ 4,205,752   $ 2,828,248
   General Partner .........................        17,513          7,122         42,482        28,568
                                               -----------    -----------    -----------   -----------

                                               $ 1,751,328    $   712,211    $ 4,248,234   $ 2,856,816
                                               ===========    ===========    ===========   ===========

Weighted average number of limited
   partnership units outstanding                   989,813        991,415        990,074       993,734
                                               ===========    ===========     ==========   ===========

Net income per weighted average
   limited partnership unit                    $      1.75    $       .71     $     4.25   $      2.85
                                               ===========    ===========     ==========   ===========
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

                For the Nine Months Ended September 30, 2000 and
                        the Year Ended December 31, 1999

                                   (unaudited)
<TABLE>

                                   Limited Partner Distributions

                                      Return of    Investment         Limited      General
                                       Capital       Income           Partners     Partner     Total
                                    (Per weighted average unit)
<S>                                     <C>            <C>            <C>           <C>         <C>

Balance at
   December 31, 1998                                               $ 77,825,682  $ (84,234) $ 77,741,448

Limited partnership units
   redeemed (6,232 units)                                              (425,558)        -       (425,558)

Cash distributions to partners        $  7.25       $  3.50         (10,677,316)  (107,872)  (10,785,188)

Net income                                                            3,479,291     35,145     3,514,436
                                                                   ------------  ---------  ------------

Balance at
   December 31, 1999                                                 70,202,099   (156,961)   70,045,138

Cash distributions to partners        $  3.81       $  4.25          (7,982,131)   (80,627)   (8,062,758)

Limited partnership units
   redeemed (650 units)                                                 (37,252)       -         (37,252)

Net income                                                            4,205,752     42,482     4,248,234
                                                                   ------------  ---------  ------------

Balance at September 30, 2000                                      $ 66,388,468  $(195,106) $ 66,193,362
                                                                   ============  =========  ============


</TABLE>











See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Cash Flows

                     For the Nine Months Ended September 30,

                                   (unaudited)
<TABLE>

                                                                         2000            1999
                                                                         ----            ----
Cash flows from operating activities:
<S>                                                                  <C>             <C>
   Net income ....................................................   $  4,248,234    $  2,856,816
                                                                     ------------    ------------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
      Finance income portion of receivables paid directly
        to lenders by lessees ....................................     (9,443,755)    (12,451,110)
      Interest expense on non - recourse financing paid
        directly by lessees ......................................      5,234,442       6,832,671
      Interest accrued on notes payable-recourse .................        162,355         149,170
      Amortization of initial direct costs .......................      1,423,137       1,713,101
      Income from leveraged leases ...............................     (2,368,131)     (1,128,069)
      Provision for bad debts ....................................           --           200,000
      Income from investments in unconsolidated joint venture ....       (176,566)       (112,369)
      Gain on sales of equipment .................................       (129,157)       (115,428)
      Change in operating assets and liabilities:
         Collection of principal  - non-financed receivables .....      2,382,272       2,090,957
         Distributions received from unconsolidated joint ventures        114,784         443,565
         Other assets ............................................        142,692          36,668
         Security deposits, deferred credits and other payables ..       (643,059)        251,673
         Accounts payable - General Partner and affiliates .......       (101,333)       (352,912)
         Minority interest in consolidated joint venture .........          3,364       3,016,881
         Other ...................................................        (21,121)       (307,017)
                                                                     ------------    ------------

         Total adjustments .......................................     (3,420,076)        267,781
                                                                     ------------    ------------

        Net cash provided by operating activities ................        828,158       3,124,597
                                                                     ------------    ------------

Cash flows from investing activities:
   Equipment and receivables purchased ...........................    (14,892,241)       (672,309)
   Proceeds from sale of equipment ...............................      3,717,767       1,222,327
   Proceeds from sale of interest in consolidated joint venture ..      2,250,000            --
   Acquisition of minority interest in consolidated joint venture      (2,362,500)           --
   Liquidation of investment in unguaranteed residual value ......     12,325,000            --
                                                                     ------------    ------------

         Net cash provided by investing activities ...............      1,038,026         550,018
                                                                     ------------    ------------

</TABLE>

<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

                     For the Nine Months Ended September 30,

                                   (unaudited)
<TABLE>

                                                                    2000           1999
                                                                    ----           ----

Cash flows from financing activities:
<S>                                                              <C>
   Proceeds from non-recourse debt .........................     15,819,651            --
   Proceeds from recourse debt .............................      2,775,111       5,000,000
   Principal payments on notes payable - recourse ..........     (6,756,958)     (2,412,785)
   Principal payments on notes payable - non-recourse ......     (2,764,636)       (407,417)
   Cash distributions to partners ..........................     (8,062,758)     (8,097,177)
   Redemption of limited partnership units .................        (37,252)       (414,983)
                                                               ------------    ------------

         Net cash provided by (used in) financing activities        973,158      (6,332,362)
                                                               ------------    ------------

Net increase (decrease) in cash ............................      2,839,342      (2,657,747)

Cash at beginning of period ................................      4,688,025       3,899,054
                                                               ------------    ------------

Cash at end of period ......................................   $  7,527,367    $  1,241,307
                                                               ============    ============



</TABLE>






















See accompanying notes to consolidated 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 nine months ended September 30, 2000 and 1999, non-cash activities
included the following:
<TABLE>

                                                          2000             1999
                                                          ----             ----
<S>                                                     <C>             <C>
Principal and interest on direct
   finance receivables paid directly
   to lenders by lessees ..........................   $ 34,586,539    $ 35,865,625
Principal and interest on non-recourse and recourse
   financing paid directly to lenders by lessees ..    (34,586,539)    (35,865,625)
                                                      ------------    ------------

                                                      $       --      $        --
                                                      ============    ============
</TABLE>

      Interest  expense of $5,797,783  and  $7,266,539 for the nine months ended
September 2000 and 1999 consisted of interest expense on non-recourse  financing
paid or accrued  directly to lenders by lessees of  $5,234,442  and  $6,832,671,
respectively,  interest  on notes  payable-recourse  of $563,341  and  $338,748,
respectively, and interest on notes payable non-recourse of $95,120 in 1999.


<PAGE>


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

                   Notes to Consolidated Financial Statements

                               September 30, 2000

                                   (unaudited)
1.    Basis of Presentation

      The  consolidated  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 1999
Annual Report on Form 10-K.

2.    Redemption of Limited Partnership Units

      There  were 650 units of  limited  partnership  redeemed  during  the nine
months ended September 30, 2000. Redemption amounts are calculated following the
redemption formula specified in the Partnership  Agreement.  Redeemed units have
no voting rights and do not share in  distributions.  The Partnership  Agreement
limits the number of units which can be  redeemed  in any one year and  redeemed
units may not be reissued.  Redeemed limited partnership units are accounted for
as a reduction from partners' equity.

3.    Related Party Transactions

      Fees and other expenses paid or accrued by the  Partnership to the General
Partner or its affiliates for the nine months ended  September 30, 2000 and 1999
were as follows:

                             2000           1999
                             ----           ----

Management fees           $2,535,423     $2,218,128      Charged to Operations
Administrative expense
  reimbursements             924,551        936,526      Charged to Operations
                          ----------     ----------

Total                     $3,459,974     $3,154,654
                          ==========     ==========

      The  Partnership  has formed five joint  ventures with  affiliates for the
purpose of acquiring and managing  various  assets.  (See Note 5 for  additional
information relating to the joint ventures.)


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

4.    Net Investment in Leveraged Leases

     The Partnership has ownership interests in two DC-10-30 aircraft subject to
leveraged  leases with  Continental  Airlines,  Inc.  (through 2003) and Federal
Express (through 2004).

The net investment in the leveraged leases as of September 30, 2000 consisted of
the following:

      Non-cancelable minimum rents receivable (net of
        principal and interest on non-recourse debt)   $ 10,002,726
      Estimated unguaranteed residual values             24,818,000
      Initial direct costs                                  591,868
      Unearned income                                   (10,489,377)
                                                       ------------

                                                       $ 24,923,217

      Unearned income is recognized  from leveraged  leases over the life of the
lease at a constant  rate of return based on the positive net  investment in the
lease in years such investment is positive.

5.    Investments in Joint Ventures

     The Partnership  and affiliates  formed five joint ventures for the purpose
of  acquiring  and  managing  various  assets.  See  Footnote  6  regarding  the
dissolution of the Rowan joint venture in the third quarter of 2000.

     The joint venture  described  below is majority  owned and is  consolidated
with the Partnership.

ICON Cash Flow Partners 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  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 and cost $11,429,751.  The lease is a leveraged lease
and the lease term expires in March 2003 (see Note 4). 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 consolidated joint venture."



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     The four  joint  ventures  described  below are less than 50% owned and are
accounted for following the equity method.

ICON Receivables 1997-A L.L.C.

     In March 1997 the  Partnership,  ICON Cash Flow  Partners,  L.P.,  Series D
("Series D"), and L.P. Six, contributed and assigned equipment lease and finance
receivables  and  residuals to ICON  Receivables  1997-A  L.L.C.  ("1997-A"),  a
special purpose entity created for the purpose of originating  leases,  managing
existing  contributed  assets and securitizing its portfolio.  In September 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 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 September 1997, 1997-A securitized  substantially all
of its equipment leases and finance receivables and residuals. 1997-A became the
beneficial owner of a trust. The Partnership's  original investment was recorded
at cost and is  adjusted  by its share of  earnings,  losses  and  distributions
thereafter.

     Information  as to the  financial  position  and results of  operations  of
1997-A as of and for the nine months  ended  September  30,  2000 is  summarized
below:

                                             September 30, 2000

Assets                                         $    10,906,112
                                               ===============

Liabilities                                    $     8,391,993
                                               ===============

Equity                                         $     2,514,119
                                               ===============

Partnership's share of equity                  $       645,389
                                               ===============

                                               Nine Months Ended
                                              September 30, 2000

Net loss                                       $      (340,318)
                                               ===============

Partnership's share of net loss                $       (67,930)
                                               ===============

Distributions                                  $       450,867
                                               ===============

Partnership's share of distributions           $        90,016
                                               ===============

     1997-A  recorded a  provision  for bad debts of  $500,000  during the three
month period ended September 30, 2000.


<PAGE>


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

                    Notes to Financial Statements - Continued

ICON Receivables 1997-B L.L.C.

     In  August  1997  the  Partnership,  Series  E and  L.P.  Six  formed  ICON
Receivables  1997-B L.L.C.  ("1997-B"),  a special purpose entity formed for the
purpose of originating  leases and securitizing its portfolio.  The Partnership,
Series E and L.P. Six contributed  cash and received a 16.67%,  75.00% and 8.33%
interest,  respectively,  in 1997-B. In order to fund the acquisition of leases,
1997-B obtained a warehouse borrowing facility from Prudential Securities Credit
Corporation (the "1997-B Warehouse Facility"). In October 1998, 1997-B completed
an equipment  securitization.  The net proceeds from the securitization of these
assets were used to pay-off the remaining 1997-B Warehouse  Facility balance and
any remaining proceeds were distributed to the 1997-B members in accordance with
their membership interests.  The Partnership's  original investment was recorded
at cost and is  adjusted  by its share of  earnings,  losses  and  distributions
thereafter.

     Information  as to the  financial  position  and results of  operations  of
1997-B as of and for the nine months  ended  September  30,  2000 is  summarized
below:

                                                   September 30, 2000

Assets                                               $    21,338,478
                                                     ===============

Liabilities                                          $    18,843,767
                                                     ===============

Equity                                               $     2,494,711
                                                     ===============

Partnership's share of equity                        $       415,868
                                                     ===============

                                                      Nine Months Ended
                                                     September 30, 2000

Net income                                           $       659,027
                                                     ===============

Partnership's share of net income                    $       109,860
                                                     ===============

Distributions                                        $       148,578
                                                     ===============

Partnership's share of distributions                 $        24,768
                                                     ===============

ICON Boardman Funding L.L.C.

     In  December  1998 the  Partnership  and three  affiliates,  ICON Cash Flow
Partners,  L.P.,  Series C ("Series  C"),  L.P. Six and ICON Income Fund Eight A
L.P.  ("Eight A") formed ICON  Boardman  Funding  L.L.C.  ("ICON  BF"),  for the
purpose of acquiring a lease with Portland General Electric.  The purchase price
totaled  $27,421,810,  and was funded with cash and non-recourse debt assumed in
the purchase price. The Partnership,  Series C, L.P. Six, and Eight A received a
 .5%, .5%, .5% and 98.5% interest,  respectively,  in ICON BF. The  Partnership's
original investment was recorded at cost


<PAGE>


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

                    Notes to Financial Statements - Continued

of $56,960 and is adjusted by its share of earnings,  losses and  distributions,
thereafter. Simultaneously with the acquisition of the Portland General Electric
lease by ICON BF, a portion of the rent  receivable in excess of the senior debt
payments was acquired by L.P. Six from ICON BF for $3,801,108.

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

Information as to the financial position and results of operations of ICON BF as
of September 30, 2000 is summarized below:

                                          September 30, 2000

Assets                                      $    26,055,869
                                            ===============

Liabilities                                 $    16,003,804
                                            ===============

Equity                                      $    10,052,065
                                            ===============

Partnership's share of equity               $        48,637
                                            ===============

                                            Nine Months Ended
                                           September 30, 2000

Net income                                  $       867,657
                                            ===============

Partnership's share of net income           $         4,337
                                            ===============

AIC Trust

     The  Partnership  acquired  a  portfolio  of  equipment  leases and in 1999
contributed  such  leases,  subject  to  related  debt,  with  a book  value  of
$6,854,830 to a wholly owned trust ("AIC Trust").  Subsequently, the Partnership
sold  interests in this trust at various  dates in 1999 to Eight A, an affiliate
of the  Partnership,  for  $3,000,000  and to  L.P.  Six,  an  affiliate  of the
Partnership,  for  $1,750,000.  These  transactions  were at book  value,  which
approximated fair market value at the dates of sale. Therefore,  the Partnership
recognized no gain or loss on the sales of these  interests to either Eight A or
to L.P. Six.


<PAGE>


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

                    Notes to Financial Statements - Continued

     As a result of the sales of these  interests,  at September 30, 2000 and at
December  31,  1999,  respectively,   L.P.  Six  and  Eight  A  owned  interests
aggregating 25.51% and 43.73% in the trust,  respectively,  with the Partnership
owning a 30.76%  interest.  The trust is operated as a joint  venture.  Profits,
losses,  excess  cash and  disposition  proceeds  are  allocated  based upon the
Partnerships'   percentage   ownership  interests  in  the  venture  during  the
respective  periods  the  Partnerships  held  such  interests.  The  Partnership
accounts for its investment under the equity method of accounting.

     Information  as to the financial  position and results of operations of AIC
Trust as of and for the nine  months  ended  September  30,  2000 is  summarized
below:

                                             September 30, 2000

Assets                                         $    17,681,716
                                               ===============

Liabilities                                    $    10,421,507
                                               ===============

Equity                                         $     7,260,209
                                               ===============

Partnership's share of equity                  $     2,244,212
                                               ===============

                                              Nine Months Ended
                                             September 30,  2000

Net income                                     $       423,509
                                               ===============

Partnership's share of net income              $       130,299
                                               ===============

6.     Dissolution of Rowan Joint Venture

      In December 1996, the Partnership purchased for $12,325,000 a 50% share of
an option to acquire the 100% interest in a drilling rig,  currently on lease to
Rowan Companies, Inc.

      In March 2000, the  Partnership  formed a joint venture for the purpose of
owning the 50% share of the  option to  acquire  the  residual  interest  in the
drilling rig. The  Partnership  contributed  its investment in the option with a
book value of $12,394,328 to the joint venture ("Rowan Joint Venture").

      Simultaneously,  the Partnership sold an interest in this joint venture to
ICON Cash Flow Partners L.P. Six ("L.P.  Six"), an affiliate of the Partnership,
for $2,250,000.  This transaction was recorded at book value, which approximated
fair market value. Therefore,  the Partnership recognized no gain or loss on the
sale of this joint venture to L.P. Six.


<PAGE>


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

                    Notes to Financial Statements - Continued

     As a result,  the  Partnership  and L.P.  Six owned  interests  aggregating
81.85%  and  18.15%  in the  venture,  respectively.  Profits,  losses  and cash
distributions were allocated based upon the Partnerships'  ownership  interests.
L.P.  Six had the right to put its  interest  in the joint  venture  back to the
Partnership at any time on or after  September 15, 2000 for 110% of the purchase
price.  The  Partnership  had the right to repurchase  the interest in the joint
venture  from L.P.  Six at any time prior to  September  15,  2000 for an amount
equal to 105% of L.P. Six's purchase price. The Partnership exercised this right
and repurchased the interest in the third quarter of 2000,  dissolving the joint
venture. The underlying option to acquire the drilling rig currently on lease to
Rowan Companies, Inc. was exercised.  Accordingly, the Partnership has presented
its  investment  in the  drilling  rig  and  the  underlying  lease  with  Rowan
Companies,  Inc. as an  investment  in finance  lease on the  September 30, 2000
balance sheet.


<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

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases, estimated unguaranteed residual values, leveraged leases, financings and
investments in unconsolidated joint ventures, representing 65%, 14%, 18%, 1% and
2% of total investments at September 30, 2000,  respectively,  and 74%, 17%, 7%,
1% and 1% of total investments at September 30, 1999, respectively.

Results of Operations for the Three Months Ended September 30, 2000 and 1999

     Revenues  for the three  months ended  September  30, 2000 were  $5,633,804
representing  an  increase of  $1,350,426  from 1999.  The  increase in revenues
resulted  primarily from  increases in finance  income of $722,943,  income from
leveraged leases of $404,221 and gain on sales of equipment of $118,124. Finance
income  increased as a result of a higher level of renewal rents received in the
2000  period.  Income  from  leveraged  leases  increased  due to an  additional
leveraged lease  investment made in the fourth quarter of 1999. Gain on sales of
equipment  increased due primarily to the sale of a Boeing  737-236 to Lan Chile
in the 2000 period.

     Expenses  for the three  months ended  September  30, 2000 were  $3,882,476
representing  an  increase  of  $311,309  from 1999.  The  increase  in expenses
resulted  primarily from increases in interest  expense of $240,099,  management
fees - general  partner of $105,901  and general and  administrative  expense of
$109,625.  Interest expense increased as a result of adjustments recorded in the
1999  period  which had the  effect of  reducing  third  quarter  1999  interest
expense.  Management  fees -  General  Partner  increased  as a result of higher
levels of renewal rent received in the 2000 period.  General and  administrative
expense increased primarily due to higher professional fees.

     Net income  for the three  months  ended  September  30,  2000 and 1999 was
$1,751,328  and  $712,211,  respectively.  The net income per  weighted  average
limited partnership unit was $1.75 and $.71, respectively.

Results of Operations for the Nine Months Ended September 30, 2000 and 1999

      Revenues  for the nine months  ended  September  30, 2000 was  $15,581,899
representing  a $17,941  decrease from 1999.  The decrease in revenues  resulted
from a decrease in finance  income of  $1,433,486.  This  decrease was partially
offset by increases in income from leveraged  leases of $1,240,062,  income from
investments  in  unconsolidated  joint  ventures  of  $64,197,  gain on sales of
equipment of $13,729 and interest  income and other of $97,557.  The decrease in
finance  income was the result of a decrease in the average  size of the finance
lease portfolio from 1999 to 2000, partially offset by a higher level of renewal
income in the third quarter of 2000.  Income from leveraged leases increased due
to an additional  leveraged lease investment made in the fourth quarter of 1999.
Income from investments in unconsolidated  joint ventures increased primarily as
a result of income  realized in 2000 by the  Partnership  in the AIC Trust which
was formed in the second half of 1999.  Gain on sales of equipment  increased as
the result of the sale in the third  quarter of 2000 of a Boeing  737-236 to Lan
Chile.  Interest  income  and other  increased  primarily  as a result of higher
average cash levels in the 2000 period.



<PAGE>


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

      Expenses for the nine months  ended  September  30, 2000 were  $11,333,665
representing  a decrease  of  $1,409,359  from 1999.  The  decrease  in expenses
resulted   primarily   from   decreases  in  interest   expense  of  $1,468,756,
amortization  of initial direct costs of $289,964 and provision for bad debts of
$200,000.  These  decreases were  partially  offset by an increase in management
fees - General  Partner of $317,295  and general and  administrative  expense of
$248,852.  Interest  expense  decreased as a result of a decrease in the average
debt  outstanding  from 1999 to 2000.  The decrease in  amortization  of initial
direct costs  resulted  from a decrease in the average size of the finance lease
portfolio  from  1999 to  2000.  As a  result  of an  analysis  of  delinquency,
assessment  of overall  risk and a review of  historical  loss  experience,  the
Partnership  determined  that no additional  provision for bad debt was required
for the nine months ended  September 30, 2000.  Management  fees General Partner
increased primarily as a result of higher levels of renewal rent received in the
third quarter of 2000. General and administrative expense increased primarily as
a result of higher professional fees.

      Net income  for the nine  months  ended  September  30,  2000 and 1999 was
$4,248,234 and  $2,856,816,  respectively.  The net income per weighted  average
limited partnership unit was $4.25 and $2.85, respectively.

Liquidity and Capital Resources

     The  Partnership's  primary  sources  of funds  for the nine  months  ended
September 30, 2000 and 1999 were proceeds from borrowings of $18,594,762 in 2000
and  $5,000,000  in 1999,  proceeds  from the sale of equipment of $3,717,767 in
2000 and  $1,222,327  in 1999 and net cash provided by operations of $828,158 in
2000 and $3,124,597 in 1999. These funds were used primarily to make payments on
borrowings  and fund cash  distributions  to  partners.  Cash  distributions  to
limited  partners for the nine months ended  September 30, 2000 and 1999 totaled
$7,982,131 and $8,016,190, respectively.

     As  of  September   30,  2000  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.



<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
September 30, 2000.



<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.



November 10, 2000                  /s/ Thomas W. Martin
-----------------                  ---------------------------------------------
      Date                         Thomas W. Martin
                                   Executive Vice President
                                   (Principal financial and accounting officer
                                   of the General Partner of the Registrant)






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