ICON CASH FLOW PARTNERS L P SEVEN
10-Q, 2000-08-14
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                                  June 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>

                                                                                  June 30,         December 31,
                                                                                    2000               1999

       Assets

<S>                                                                          <C>                <C>
Cash                                                                         $       1,137,886  $      4,688,025
                                                                             -----------------  ----------------

Investment in finance leases
   Minimum rents receivable                                                         21,007,026        54,878,965
   Estimated unguaranteed residual values                                           71,866,544        67,880,746
   Initial direct costs                                                                853,189         1,604,755
   Unearned income                                                                 (12,629,758)      (17,093,326)
   Allowance for doubtful accounts                                                  (1,067,610)       (1,067,610)
                                                                             -----------------  ----------------

                                                                                    80,029,391       106,203,530

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

Net investment in leveraged leases                                                  24,133,840        22,555,086
                                                                             -----------------  ----------------

Investment in financings
   Receivables due in installments                                                   1,878,228         2,062,546
   Initial direct costs                                                                  3,071             3,528
   Unearned income                                                                    (388,953)         (457,150)
   Allowance for doubtful accounts                                                      (9,611)           (9,611)
                                                                             -----------------  ----------------

                                                                                     1,482,735         1,599,313

Investments in unconsolidated joint ventures                                         3,412,582         3,292,324
                                                                             -----------------  ----------------

Other assets                                                                         1,618,479         1,950,469
                                                                             -----------------  ----------------

Total assets                                                                 $     143,533,454  $    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>

                                                                                 June 30,          December 31,
                                                                                   2000                1999

       Liabilities and Partners' Equity

<S>                                                                         <C>                 <C>
Notes payable - non-recourse                                                $      46,670,802   $     71,944,352
Note payable - recourse                                                            25,914,393         28,599,963
Accounts payable - General Partner and affiliates                                     388,373            101,333
Security deposits, deferred credits and other payables                              1,108,739          1,278,045
Minority interest in consolidated joint ventures                                    2,290,982             38,457
                                                                            -----------------   ----------------

                                                                                   76,373,289        101,962,150

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                                                   (185,748)          (156,961)
   Limited partners (990,038 and 990,238 units outstanding,
     $100 per unit original issue price)                                           67,345,913         70,202,099
                                                                            -----------------   ----------------

     Total partners' equity                                                        67,160,165         70,045,138
                                                                            -----------------   ----------------

Total liabilities and partners' equity                                      $     143,533,454   $    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 Six Months
                                                        Ended June 30,                     Ended June 30,
                                                     2000            1999                 2000           1999
                                                     ----            ----                 ----           ----

Revenues

<S>                                              <C>            <C>                 <C>              <C>
Finance income                                   $   4,285,641  $   6,303,335       $   8,131,037    $10,287,466
Income from leveraged leases                           789,377        373,527           1,578,754        742,913
Income from investments in
  unconsolidated joint ventures                        105,123         39,266             210,274        165,135
Net gain (loss) on sales of equipment                    1,497        (68,040)              4,144        108,539
Interest income and other                                6,375          3,812              23,886         12,409
                                                 -------------  -------------       -------------  -------------

   Total revenues                                    5,188,013      6,651,900           9,948,095     11,316,462
                                                 -------------  -------------       -------------  -------------

Expenses
   Interest                                          1,828,679      3,527,900           3,620,937      5,329,792
   Management Fees - General Partner                   844,408        870,359           1,685,177      1,473,783
   Amortization of initial direct costs                482,413        813,511             976,224      1,249,887
   Administrative expense reimbursements-
     General Partner                                   264,843        364,723             733,701        622,582
   Provision for bad debts                                   -              -                   -        200,000
   General and administrative                          276,032        177,203             432,626        293,399
   Minority interest expense in consolidated
     joint venture                                       1,260          1,215               2,524          2,414
                                                 -------------  -------------       -------------  -------------

Total expenses                                       3,697,635      5,754,911           7,451,189      9,171,857
                                                 -------------  -------------       -------------  -------------

Net income                                       $   1,490,378  $     896,989       $   2,496,906  $   2,144,605
                                                 =============  =============       =============  =============

Net income allocable to:
   Limited partners                              $   1,475,474  $     888,019       $   2,471,937  $   2,123,159
   General Partner                                      14,904          8,970              24,969         21,446
                                                 -------------  -------------       -------------  -------------

                                                 $   1,490,378  $     896,989       $   2,496,906  $   2,144,605
                                                 =============  =============       =============  =============

Weighted average number of limited
   partnership units outstanding                       990,171        993,444             990,205        994,914
                                                 =============  =============       =============  =============

Net income per weighted average
   limited partnership unit                      $        1.49  $         .89       $        2.50  $       2.13
                                                 =============  =============       =============  ============
</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 Six Months Ended June 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        $  2.87       $  2.50             (5,321,839)      (53,756)     (5,375,595)

Limited partnership units redeemed (200 units)                              (6,284)            -          (6,284)

Net income                                                               2,471,937        24,969       2,496,906
                                                                   ---------------  ------------  --------------

Balance at June 30, 2000                                           $   67,345,913   $   (185,748) $   67,160,165
                                                                   ==============   ============  ==============
</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 Six Months Ended June 30,

                                   (unaudited)
<TABLE>
                                                                                   2000                1999
                                                                                   ----                ----
Cash flows from operating activities:
<S>                                                                          <C>                 <C>
   Net income                                                                $      2,496,906    $     2,144,605
                                                                             ----------------    ---------------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
      Finance income portion of receivables paid directly
        to lenders by lessees                                                      (6,669,276)        (9,067,164)
      Interest expense on non - recourse financing paid
        directly by lessees                                                         3,268,191          5,083,310
      Interest accrued on notes payable-recourse                                      152,346             98,390
      Amortization of initial direct costs                                            976,224          1,249,887
      Income from leveraged leases                                                 (1,578,754)          (742,913)
      Provision for bad debts                                                               -            200,000
      Income from investments in unconsolidated joint venture                        (210,274)          (165,135)
      Gain on sales of equipment                                                       (4,144)          (108,539)
      Change in operating assets and liabilities:
         Collection of principal  - non-financed receivables                        1,632,535          1,391,291
         Distributions received from unconsolidated joint ventures                     90,016            339,846
         Other assets                                                                 331,990            (13,308)
         Security deposits, deferred credits and other payables                      (169,306)           146,061
         Accounts payable - General Partner and affiliates                            287,040           (298,567)
         Minority interest in consolidated joint venture                                2,524             11,120
         Other                                                                       (123,236)          (279,613)
                                                                             -----------------   ----------------

         Total adjustments                                                         (2,014,124)        (2,155,334)
                                                                             ----------------    ----------------

        Net cash provided by (used in) operating activities                           482,782            (10,729)
                                                                             ----------------    ----------------

Cash flows from investing activities:
   Equipment and receivables purchased                                               (166,414)          (672,309)
   Proceeds from sale of equipment                                                    182,399          1,214,127
   Proceeds from sale of interest in consolidated joint venture                     2,250,000                  -
   Investments in unconsolidated joint ventures                                             -            (59,455)
                                                                             ----------------    ----------------

         Net cash provided by investing activities                                  2,265,985            482,363
                                                                             ----------------    ---------------
</TABLE>


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

                        For the Six Months Ended June 30,

                                   (unaudited)
<TABLE>
                                                                                     2000                1999
                                                                                     ----                ----

Cash flows from financing activities:
<S>                                                                                 <C>                <C>
   Proceeds from recourse debt                                                      2,487,611          5,000,000
   Principal payments on notes payable - recourse                                  (3,066,749)        (2,250,000)
   Principal payments on notes payable - non-recourse                                (337,889)          (268,930)
   Cash distributions to partners                                                  (5,375,595)        (5,405,881)
   Redemption of limited partnership units                                             (6,284)          (320,337)
                                                                             -----------------   ---------------

         Net cash (used in) financing activities                                   (6,298,906)        (3,245,148)
                                                                             ----------------    ---------------

Net (decrease) in cash                                                             (3,550,139)        (2,773,514)

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

Cash at end of period                                                        $      1,137,886    $     1,125,540
                                                                             ================    ===============
</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 six  months  ended  June 30,  2000 and 1999,  non-cash  activities
included the following:
<TABLE>

                                                                                    2000               1999
                                                                                    ----               ----

Principal and interest on direct
   finance receivables paid directly
<S>                                                                          <C>                 <C>
   to lenders by lessees                                                     $     30,310,284    $     8,631,488
Principal and interest on non-recourse and recourse
   financing paid directly to lenders by lessees                                  (30,310,284)        (8,631,488)
                                                                             ----------------    ---------------

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

      Interest  expense of $3,620,937  and  $5,329,792  for the six months ended
June 2000 and 1999 consisted of interest expense on non-recourse  financing paid
or  accrued  directly  to  lenders by  lessees  of  $3,268,191  and  $5,083,310,
respectively,  and interest on notes  payable-recourse of $352,746 and $246,482,
respectively.


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                  June 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 200 units of limited partnership redeemed during the six months
ended June 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 six months ended June 30, 2000 and 1999 were
as follows:

                               2000            1999
                               ----            ----

Management fees           $  1,685,177     $   1,473,783  Charged to Operations
Administrative expense
  reimbursements               733,701           622,582  Charged to Operations
                          ------------     -------------

Total                     $  2,418,878     $   2,096,365
                          ============     =============

      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 June 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                                           643,818
      Unearned income                                            (11,330,704)
                                                              ---------------

                                                              $   24,133,840
                                                              ==============

      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 June 30, 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 six months ended June 30, 2000 is summarized below:

                                                 June 30, 2000

 Assets                                         $    13,162,724
                                                ===============

 Liabilities                                    $    10,160,355
                                                ===============

 Equity                                         $     3,002,369
                                                ===============

 Partnership's share of equity                  $       750,655
                                                ===============

                                                Six Months Ended
                                                  June 30, 2000

 Net income                                     $       186,848
                                                ===============

 Partnership's share of net income              $        37,318
                                                ===============

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

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



<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 six months ended June 30, 2000 is summarized below:

                                                       June 30, 2000

 Assets                                               $    24,578,773
                                                      ===============

 Liabilities                                          $    22,186,671
                                                      ===============

 Equity                                               $     2,392,102
                                                      ===============

 Partnership's share of equity                        $       407,791
                                                      ===============

                                                       Six Months Ended
                                                         June 30, 2000

 Net income                                           $       461,992
                                                      ===============

 Partnership's share of net income                    $        77,014
                                                      ===============


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 June 30, 2000 is summarized below: June 30, 2000

  Assets                                      $    25,417,850
                                              ===============

  Liabilities                                 $    16,006,365
                                              ===============

  Equity                                      $     9,411,485
                                              ===============

  Partnership's share of equity               $        47,103
                                              ===============

                                              Six Months Ended
                                                June 30, 2000

  Net income                                  $       550,899
                                              ===============

  Partnership's share of net income           $         2,804
                                              ===============


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.




                                        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 June 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 six months ended June 30, 2000 is summarized below:

                                                    June 30, 2000

    Assets                                         $    18,050,244
                                                   ===============

    Liabilities                                    $    10,910,913
                                                   ===============

    Equity                                         $     7,139,331
                                                   ===============

    Partnership's share of equity                  $     2,207,033
                                                   ===============

                                                   Six Months Ended
                                                    June 30,  2000

    Net income                                     $       302,631
                                                    ===============

    Partnership's share of net income              $        93,138
                                                    ===============





<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 57%, 23%, 17%, 1% and
2% of total investments at June 30, 2000, respectively, and 75%, 16%, 7%, 1% and
1% of total investments at June 30, 1999, respectively.

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

     Revenues  for  the  three  months  ended  June  30,  2000  were  $5,188,013
representing  a decrease  of  $1,463,887  from 1999.  The  decrease  in revenues
resulted  primarily  from a  decrease  in  finance  income of  $2,017,694.  This
decrease was partially  offset by an increase in income from leverage  leases of
$415,850,  an  increase  in income  from  investments  in  unconsolidated  joint
ventures of $65,857, and a gain on sales of equipment of $1,497 in 2000 compared
to a loss on sales of  equipment  of $68,040 in 1999.  The  decrease  in finance
income  resulted  from a  decrease  in the  average  size of the  finance  lease
portfolio from 1999 to 2000.  Income from leveraged  leases  increased due to an
additional  leverage lease investment made in the fourth quarter of 1999. Income
from  investments  in  unconsolidated  joint  ventures  increased as a result of
income realized in 2000 by the Partnership in the AIC Trust, which was formed in
the second half of 1999. The  difference  between the gain on sales of equipment
in 2000 versus the loss on sales of equipment in 1999  resulted from an increase
in the amount of equipment being sold for which proceeds received were in excess
of the remaining carrying value.

     Expenses  for the  three  months  ended  June  30,  2000  were  $3,697,635,
representing  a decrease  of  $2,057,276  from 1999.  The  decrease  in expenses
resulted primarily from a decrease in interest expense of $1,699,221, a decrease
in  amortization  of initial direct costs of $331,098,  a decrease in management
fees of $25,951  and a decrease  in  administrative  expense  reimbursements  of
$99,880.  These  decreases were  partially  offset by an increase in general and
administrative  expense of $98,829.  Interest expense decreased as a result of a
decrease in the average  debt  outstanding  from 1999 to 2000.  Amortization  of
initial direct costs, management fees, and administrative expense reimbursements
decreased due to a decrease in the average size of the finance  lease  portfolio
from 1999 to 2000. General and administrative  expenses increased  primarily due
to higher professional fees.

     Net income for the three months ended June 30, 2000 and 1999 was $1,490,378
and  $896,989,  respectively.  The  net  income  per  weighted  average  limited
partnership unit was $1.49 and $.89, respectively.

Results of Operations for the Six Months Ended June 30, 2000 and 1999

         Revenues  for the six  months  ended  June  30,  2000  were  $9,948,095
representing  a decrease  of  $1,368,367  from 1999.  The  decrease  in revenues
resulted  primarily  from a  decrease  in  finance  income of  $2,156,429  and a
decrease  in gain on  sale  of  equipment  of  $104,395.  These  decreases  were
partially  offset by an increase in income from leveraged leases of $835,841 and
an increase in income  from  investments  in  unconsolidated  joint  ventures of
$45,139.  The  decrease  in finance  income  was a result of a  decrease  in the
average  size of the  finance  lease  portfolio  from 1999 to 2000.  Income from
leveraged leases  increased due to an additional  leverage lease investment made
in the fourth quarter of 1999. Income from investments in  unconsolidated  joint
ventures  increased as a result of income realized in 2000 by the Partnership in
the AIC Trust, which was formed in the second half of 1999. The decrease in gain
on sales of equipment  resulted from a decrease in the amount of equipment being
sold for which proceeds received were in excess of the remaining carrying value.

         Expenses  for the six  months  ended  June 30,  2000  were  $7,451,189,
representing  a decrease  of  $1,720,668  from 1999.  The  decrease  in expenses
resulted  from a decrease  in  interest  expense of  $1,708,855,  a decrease  in
amortization  of initial  direct costs of $273,663,  and a decrease in provision
for bad debts of $200,000.  This was partially  offset by an increase in general
and administrative  expense of $139,227.  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 six months  ending June 30,  2000.  The  increase in
general and administrative expense was due primarily to an increase professional
fees.

     Net income for the six months  ended June 30, 2000 and 1999 was  $2,496,906
and  $2,144,605,  respectively.  The net income  per  weighted  average  limited
partnership unit was $2.50 and $2.13, respectively.

Liquidity and Capital Resources

     The  Partnership's  primary  sources of funds for the six months ended June
30,  2000 and 1999 were net cash  provided  by  operations  of $482,782 in 2000,
proceeds  from the sale of an interest in a joint  venture of $2,250,000 in 2000
and proceeds  from sales of equipment of  $1,214,127  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 six months ended June
30, 2000 and 1999, which were paid monthly,  totaled  $5,321,839 and $5,351,807,
respectively.


     As of June 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
June 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.




       August 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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