ICON CASH FLOW PARTNERS L P SEVEN
10-Q, 2000-05-15
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, 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>

                                                                    March 31,     December 31,
                                                                      2000            1999

       Assets

<S>                                                              <C>              <C>
Cash ........................................................... $   2,370,431    $   4,688,025
                                                                 -------------    -------------

Investment in finance leases
   Minimum rents receivable ....................................    36,029,205       54,878,965
   Estimated unguaranteed residual values ......................    71,873,504       67,880,746
   Initial direct costs ........................................     1,214,992        1,604,755
   Unearned income .............................................   (16,835,636)     (17,093,326)
   Allowance for doubtful accounts .............................    (1,067,610)      (1,067,610)
                                                                 -------------    -------------

                                                                    91,214,455      106,203,530

Investment in estimated unguaranteed residual values ...........    31,718,541       31,718,541
                                                                 -------------    -------------

Net investment in leveraged leases .............................    23,344,463       22,555,086
                                                                 -------------    -------------

Investment in financings
   Receivables due in installments .............................     1,991,832        2,062,546
   Initial direct costs ........................................         3,286            3,528
   Unearned income .............................................      (418,957)        (457,150)
   Allowance for doubtful accounts .............................        (9,611)          (9,611)
                                                                 -------------    -------------

                                                                     1,566,550        1,599,313

Investments in unconsolidated joint ventures ...................     3,374,515        3,292,324
                                                                 -------------    -------------

Accounts receivable from General Partner and affiliates, net

Other assets ...................................................     1,787,086        1,950,469
                                                                 -------------    -------------

Total assets ................................................... $ 155,376,041    $ 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>
                                                             March 31,      December 31,
                                                              2000             1999


       Liabilities and Partners' Equity

<S>                                                      <C>              <C>
Notes payable - non-recourse .........................   $  56,313,792    $  71,944,352
Note payable - recourse ..............................      26,635,034       28,599,963
Accounts payable - General Partner and affiliates, net         111,075          101,333
Security deposits, deferred credits and other payables       1,662,460        1,278,045
Minority interest in consolidated joint ventures .....       2,289,721           38,457
                                                         -------------    -------------

                                                            87,012,082      101,962,150

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ...................................        (173,773)        (156,961)
   Limited partners (990,238 units outstanding,
     $100 per unit original issue price) .............      68,537,732       70,202,099
                                                         -------------    -------------

     Total partners' equity ..........................      68,363,959       70,045,138
                                                         -------------    -------------

Total liabilities and partners' equity ...............   $ 155,376,041    $ 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

                      For the Three Months Ended March 31,

                                   (unaudited)
<TABLE>


                                                                 2000         1999
                                                                 ----         ----

Revenues

<S>                                                           <C>          <C>
   Finance income .........................................   $3,845,396   $3,984,131
   Income from leveraged leases ...........................      789,377      369,386
   Income from investments in unconsolidated joint ventures      105,151      125,869
   Interest income and other ..............................       17,511        8,597
   Gain on sales of equipment .............................        2,647      176,579
                                                              ----------   ----------

   Total revenues .........................................    4,760,082    4,664,562
                                                              ----------   ----------

Expenses

   Interest ...............................................    1,792,258    1,801,892
   Management fees - General Partner ......................      840,769      603,424
   Amortization of initial direct costs ...................      493,811      436,376
   Administrative expense
     reimbursements - General Partner .....................      468,858      257,859
   Provision for bad debts ................................         --        200,000
   General and administrative .............................      156,594      116,196
   Minority interest expense in consolidated joint venture         1,264        1,199
                                                              ----------   ----------

   Total expenses .........................................    3,753,554    3,416,946
                                                              ----------   ----------

Net income ................................................   $1,006,528   $1,247,616
                                                              ==========   ==========

Net income allocable to:
   Limited partners .......................................   $  996,463   $1,235,140
   General Partner ........................................       10,065       12,476
                                                              ----------   ----------

                                                              $1,006,528   $1,247,616
                                                              ==========   ==========

Weighted average number of limited
   partnership units outstanding ..........................      990,238      996,400
                                                              ==========   ==========

Net income per weighted average
   limited partnership unit ...............................   $     1.01   $     1.24
                                                              ==========   ==========
</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 Three Months Ended March 31, 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        $  1.68       $  1.01          (2,660,830)   (26,877)   (2,687,707)

Net income                                                              996,463     10,065     1,006,528
                                                                   ------------  ---------  ------------

Balance at March 31, 2000                                          $ 68,537,732  $(173,773) $ 68,363,959
                                                                   ============  =========  ============

</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 Three Months Ended March 31,

                                   (unaudited)
<TABLE>

                                                                            2000           1999
                                                                            ----           ----
Cash flows from operating activities:

<S>                                                                     <C>            <C>
   Net income .......................................................   $ 1,006,528    $ 1,247,616
                                                                        -----------    -----------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
      Finance income portion of receivables paid directly
        to lenders by lessees .......................................    (2,756,064)    (3,350,056)
      Interest expense on non-recourse financing paid
        directly by lessees .........................................     1,658,757      1,718,846
      Interest accrued on notes-payable-recourse ....................      (134,347)        48,674
      Amortization of initial direct costs ..........................       493,811        436,376
      Income from leveraged leases ..................................      (789,377)      (369,386)
      Provision for bad debt ........................................          --          200,000
      Income from investments in unconsolidated joint venture .......      (105,151)      (125,869)
      Gain on sales of equipment ....................................        (2,647)      (176,579)
      Change in operating assets and liabilities:
         Collection of principal  - non-financed receivables ........       517,120        896,711
         Distributions received from unconsolidated joint ventures ..        22,960        172,132
         Investments in unconsolidated joint ventures ...............          --          (35,430)
         Other assets ...............................................        94,925        (28,051)
         Security deposits, deferred credits and other payables .....       384,414        270,849
         Accounts payable to General Partner and affiliates, net ....          --          (95,670)
         Accounts receivable from General Partner and affiliates, net         9,742       (227,563)
         Minority interest in consolidated joint venture ............         1,264          9,905
         Other ......................................................        83,234       (321,271)
                                                                        -----------    -----------

           Total adjustments ........................................      (521,359)      (976,382)
                                                                        -----------    -----------

        Net cash provided by operating activities ...................       485,169        271,234
                                                                        -----------    -----------

Cash flows from investing activities:
   Equipment and receivables purchased ..............................      (166,414)      (504,740)
   Proceeds from sale of equipment ..................................        10,239        769,046
   Proceeds from sale of interest in joint venture ..................     2,250,000           --
                                                                        -----------    -----------

         Net cash provided by investing activities ..................     2,093,825        264,306
                                                                        -----------    -----------
</TABLE>


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

                      For the Three Months Ended March 31,

                                   (unaudited)
<TABLE>

                                                                   2000           1999
                                                                   ----           ----

Cash flows from financing activities:
<S>                                                                <C>          <C>
   Proceeds from recourse debt .............................       232,096      3,000,000
   Principal payments on notes payable - recourse ..........    (2,250,000)    (2,250,000)
   Principal payments on notes payable - non-recourse ......      (190,977)      (133,142)
   Cash distributions to partners ..........................    (2,687,707)    (2,705,167)
   Redemption of limited partnership units .................          --          (13,155)
                                                               -----------    -----------

         Net cash provided by (used in) financing activities    (4,896,588)    (2,101,464)
                                                               -----------    -----------

Net increase (decrease) in cash ............................    (2,317,594)    (1,565,924)

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

Cash at end of period ......................................   $ 2,370,431    $ 2,333,130
                                                               ===========    ===========

</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 three  months ended March 31, 2000 and 1999,  non-cash  activities
included the following:

                                              2000            1999
                                              ----            ----

Principal and interest on direct
   finance receivables paid directly
   to lenders by lessees .............   $ 17,422,818    $  8,631,488
Principal and interest on non-recourse
   financing paid directly to lenders
   by lessees ........................    (17,422,818)     (8,631,488)
                                         ------------    ------------

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

      Interest  expense of $1,792,258  and $1,801,892 for the three months ended
March 31, 2000 and 1999 consisted of interest expense on non-recourse  financing
paid or accrued  directly to lenders by lessees of  $1,658,757  and  $1,718,846,
respectively,  interest  on notes  payable-recourse  of  $133,501  and  $83,046,
respectively.


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                 March 31, 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 no  redemptions of limited  partnership  units during the three
months ended March 31, 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 three  months  ended March 31, 2000 and 1999
were as follows:

                                   2000          1999
                                   ----          ----

      Management fees           $  840,769     $603,424  Charged to Operations
      Administrative expense
        reimbursements             468,858      257,859  Charged to Operations
                                ----------     --------

      Total                     $1,309,627     $861,283
                                ==========     ========

      The  Partnership  has formed six 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 March 31, 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 ..........................              695,768
Unearned income ...............................          (12,172,031)
                                                        ------------
                                                        $ 23,344,463

      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 six joint ventures for the purpose of
acquiring and managing various assets.

     The  two  joint  ventures  described  below  are  majority  owned  and  are
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 joint venture."

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 Consolidated Financial Statements - Continued

As a result,  at March 31, 2000, the  Partnership  and L.P. Six owned  interests
aggregating 81.85% and 18.15% in the venture, respectively.  Profits, losses and
cash  distributions  will be allocated  based upon the  Partnerships'  ownership
interests.  L.P. Six has 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 has 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 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 three months ended March 31, 2000 is summarized below:

                                                    March 31, 2000

     Assets                                         $    15,925,164
                                                    ===============

     Liabilities                                    $    12,532,729
                                                    ===============

     Equity                                         $     3,392,435
                                                    ===============

     Partnership's share of equity                  $       797,788
                                                    ===============

                                                   Three Months Ended
                                                     March 31, 2000

     Net income                                     $        87,204
                                                    ===============

     Partnership's share of net income              $        17,410
                                                    ===============

     Distributions                                  $       115,000
                                                    ===============

     Partnership's share of distributions           $        22,960
                                                    ===============



<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 three months ended March 31, 2000 is summarized below:

                                                         March 31, 2000

    Assets                                               $    26,921,935
                                                         ===============

    Liabilities                                          $    24,803,239
                                                         ===============

    Equity                                               $     2,118,696
                                                         ===============

    Partnership's share of equity                        $       367,740
                                                         ===============

                                                         Three Months Ended
                                                           March 31, 2000

    Net income                                           $       221,735
                                                         ===============

    Partnership's share of net income                    $        36,963
                                                         ===============

    Distributions                                        $          -
                                                         ===============

    Partnership's share of distributions                 $          -
                                                         ===============

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 March 31, 2000 is summarized below: March 31, 2000

        Assets                                      $    24,817,101
                                                    ===============

        Liabilities                                 $    15,667,197
                                                    ===============

        Equity                                      $     9,149,904
                                                    ===============

        Partnership's share of equity               $        45,750
                                                    ===============

                                                    Three Months Ended
                                                      March 31, 2000

        Net income                                  $       290,186
                                                    ===============

        Partnership's share of net income           $         1,451
                                                    ===============

        Distributions                               $         -
                                                    ===============

        Partnership's share of distributions        $         -
                                                    ===============

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 March  31,  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 three months ended March 31, 2000 is summarized below:

                                                   March 31, 2000

    Assets                                         $    18,647,975
                                                   ===============

    Liabilities                                    $    11,650,322
                                                   ===============

    Equity                                         $     6,997,653
                                                   ===============

    Partnership's share of equity                  $     2,163,224
                                                   ===============

                                                  Three Months Ended
                                                    March 31, 2000

    Net income                                     $       160,308
                                                   ===============

    Partnership's share of net income              $        49,327
                                                   ===============

    Distributions                                  $          -
                                                   ===============

    Partnership's share of distributions           $          -
                                                   ===============




<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 61%, 21%, 15%, 1% and
2% of total  investments at March 31, 2000,  respectively,  and 77%, 15%, 6%, 1%
and 1% of total investments at March 31, 1999, respectively.

Results of Operations for the Three Months Ended March 31, 2000 and 1999

     The Partnership  did not enter into any new leases or financing  agreements
in the 2000 and 1999 periods.

     Revenues  for the  three  months  ended  March  31,  2000  were  $4,760,082
representing an increase of $95,520 from 1999. The increase in revenues resulted
from an  increase  in  income  from  leveraged  leases  of  $419,991,  which was
partially  offset by a decrease in gain on sale of  equipment  of $173,932 and a
decrease in finance income of $138,735.  Income from leveraged  leases increased
due to an additional  leveraged  lease  investment made in the fourth quarter of
1999.  The lower gain on sales of equipment  was due to fewer sales of equipment
for which proceeds received were in excess of the remaining  carrying value. The
decrease in finance income was a result of a decrease in the average size of the
finance lease portfolio from 1999 to 2000.

     Expenses  for the  three  months  ended  March 31,  2000  were  $3,753,554,
representing  an  increase  of  $336,608  from 1999.  The  increase  in expenses
resulted  from an increase in the  management  fees of $237,345,  an increase in
administrative  expense  reimbursements of $210,999, an increase in amortization
of  initial  development  costs of  $57,435,  and an  increase  in  general  and
administrative  of  $40,398,  which  were  partially  offset  by a  decrease  in
provision  for bad debts of  $200,000  and a  decrease  in  interest  expense of
$9,634. The increases in management fees,  administrative expense reimbursements
and amortization of initial development costs were a result of increased overall
business activity from 1999 to 2000. The increase in general and  administrative
expense was  primarily  due to an increase in tax and other  professional  fees,
which were partially  offset by a decrease in printing costs.  Interest  expense
decreased  due to a decrease  in  average  debt  outstanding.  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 three months ending March 31, 2000.

     Net  income  for the  three  months  ended  March  31,  2000  and  1999 was
$1,006,528 and  $1,247,616,  respectively.  The net income per weighted  average
limited partnership unit was $1.01 and $1.24, respectively.

Liquidity and Capital Resources

     The Partnership's primary sources of funds for the three months ended March
31, 2000 and 1999 were net cash provided by operations of $485,169 and $271,234,
respectively,  proceeds  from sale of interest in joint venture of $2,250,000 in
2000 and proceeds from sales of equipment of $769,046 in 1999.  These funds were
used to make payments on borrowings,  fund cash distributions to partners and to
purchase equipment.


<PAGE>


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

     Cash distributions to limited partners for the three months ended March 31,
2000 and 1999,  which were paid  monthly,  totaled  $2,660,830  and  $2,678,115,
respectively,  of which  $996,463  and  $1,235,140  was  investment  income  and
$1,664,367 and $1,442,975 was a return of capital, respectively.

     The Partnership  entered into a line of credit  agreement (the  "Facility")
with a lender in December, 1998. The maximum amount available under the Facility
is $5,000,000. The Facility is secured by eligible receivables and residuals and
bears interest at the rate of Prime plus one half percent. At March 31, 2000 the
Partnership had $4,656,623 outstanding under the Facility.

     As of March 31, 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
March 31, 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.




May 12, 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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