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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended September 30, 2002
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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Commission File Number 0-27902
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ICON Cash Flow Partners, L.P., Series D
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3602979
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
100 Fifth Avenue, New York, New York 10011-1505
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(212) 418-4700
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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
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Balance Sheets
(unaudited)
September 30, December 31,
2002 2001
---- ----
Assets
------
Cash $ 56,791 $ 74,127
----------- -----------
Investment in finance leases
Minimum rents receivable 10,285 24,553
Estimated unguaranteed residual values 27,463 119,400
Initial direct costs - 350
Unearned income - (697)
----------- -----------
37,748 143,606
----------- -----------
Investment in operating lease equipment,
at cost 3,459,597 3,384,869
Accumulated depreciation (1,957,403) (1,650,881)
----------- -----------
1,502,194 1,733,988
----------- -----------
Investment in financings
Receivables due in installments 2,215,600 2,390,863
Initial direct costs - 105
Unearned income (350,762) (487,655)
Allowance for doubtful accounts (92,097) (92,097)
----------- -----------
1,772,741 1,811,216
----------- -----------
Investment in joint venture 13,536 26,561
----------- -----------
Other assets 68,244 58,052
----------- -----------
Total assets $ 3,451,254 $ 3,847,550
=========== ===========
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Balance Sheets (Continued)
(unaudited)
September 30, December 31,
2002 2001
---- ----
Liabilities and Partners' Equity
--------------------------------
Notes payable - non-recourse $ 2,196,999 $ 2,526,490
Security deposits, deferred credits
and other payables 753,137 943,670
----------- -----------
2,950,136 3,470,160
----------- -----------
Partners' equity (deficiency)
General Partner (339,585) (340,822)
Limited partners (399,118 units
outstanding, $100 per unit original
issue price) 840,703 718,212
----------- -----------
Total partners' equity 501,118 377,390
----------- -----------
Total liabilities and partners' equity $ 3,451,254 $ 3,847,550
=========== ===========
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Operations
(unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2002 2001 2002 2001
---- ---- ---- ----
Revenue
Rental income $ 203,216 $ 143,198 $ 734,232 $ 637,198
Finance income 46,163 65,051 137,590 207,096
Gain (loss) on sales of equipment - 4,317 (11,105) 31,801
Loss from investment
in joint venture (3,438) (4,859) (13,025) (465,610)
Interest and other income 145 417 4,071 7,128
------------- ------------- ------------- -------------
Total revenues 246,086 208,124 851,763 417,613
------------- ------------- ------------- -------------
Expenses
Depreciation 102,174 95,947 306,522 287,839
Interest 60,180 73,538 187,510 232,718
General and administrative 15,535 28,335 119,548 120,260
Amortization of initial direct costs - 1,319 455 3,686
Provision for bad debts 114,000 - 114,000 -
------------- ------------- ------------- -------------
Total expenses 291,889 199,139 728,035 644,503
------------- ------------- ------------- -------------
Net (loss) income $ (45,803) $ 8,985 $ 123,728 $ (226,890)
============= ============= ============= =============
Net (loss) income allocable to:
Limited partners $ (45,345) $ 8,895 $ 122,491 $ (224,621)
General Partner (458) 90 1,237 (2,269)
------------- ------------- ------------- -------------
$ (45,803) $ 8,985 $ 123,728 $ (226,890)
============= ============= ============= =============
Weighted average number of limited
partnership units outstanding 399,118 399,118 399,118 399,118
============= ============= ============= =============
Net (loss) income per weighted average
limited partnership unit $ (.11) $ .02 $ .31 $ (.56)
============= ============= ============= =============
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Changes in Partners' Equity
For the Nine Months Ended September 30, 2002
and the Year Ended December 31, 2001
(unaudited)
Limited Partner Distributions
-----------------------------
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
Balance at
December 31, 2000 $ 1,024,934 $ (337,724) $ 687,210
Cash distributions
to partners $ 0.76 $ 0.71 (588,646) (5,946) (594,592)
Net income 281,924 2,848 284,772
--------------- ------------- -----------
Balance at
December 31, 2001 718,212 (340,822) 377,390
Net income 122,491 1,237 123,728
--------------- ------------- -----------
Balance at
September 30, 2002 $ 840,703 $ (339,585) $ 501,118
=============== ============= ===========
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30,
(unaudited)
2002 2001
---- ----
Cash flows from operating activities:
Net income (loss) $ 123,728 $(226,890)
--------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities:
Interest expense on non-recourse financing
paid directly to lenders by lessees 127,330 231,087
Depreciation 306,522 287,839
Provision for bad debts 114,000 -
Rental income paid directly to lenders by
lessees (370,001) (437,198)
Finance income-accrued or paid directly to
lenders by lessee (137,590) (188,795)
Loss from investment in joint venture 13,025 465,610
Amortization of initial direct costs 455 3,686
Loss (gain) on sales of equipment 11,105 (31,801)
Changes in operating assets and liabilities:
Non-financed receivables 176,932 156,545
Security deposits, deferred credits and
other payables (190,533) (270,109)
Other assets (124,192) 20,629
Other 17,209 26,097
--------- ---------
Total adjustments (55,738) 263,590
--------- ---------
Net cash provided by operating
activities 67,990 36,700
--------- ---------
Cash flows from investing activities-
proceeds from sales of equipment 1,494 562,944
--------- ---------
Cash flows from financing activities:
Cash distributions to partners - (594,647)
Principal payments on note payable -
recourse - (72,717)
Principal payments on note payable -
non-recourse (86,820) -
--------- ---------
Net cash used in financing activities (86,820) (667,364)
--------- ---------
Net decrease in cash (17,336) (67,720)
Cash at beginning of period 74,127 152,578
--------- ---------
Cash at end of period $ 56,791 $ 84,858
========= =========
See accompanying notes to consolidated financial statements.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (Continued)
Supplemental Disclosures of Cash Flow Information
- -------------------------------------------------
During the nine months ended September 30, 2002 and 2001, non-cash
activities included the following:
2002 2001
---- ----
Principal and interest on direct finance
receivables paid directly to lenders
by lessees $ - $ 199,192
Rental income - investments in operating
leases assigned receivable to lenders 370,001 437,198
Principal and interest on non-recourse
financing paid directly by lessees (370,001) (636,390)
------------- -------------
$ - $ -
============= =============
Interest expense of $187,510 and $232,718 for the nine months ended
September 30, 2002 and 2001 consisted of: interest expense on non-recourse
financing paid or accrued directly to lenders by lessees of $127,330 and
$231,087, respectively, interest expense paid by the partnership on non-recourse
financing of $60,180 and $0, respectively, and interest expense on note payable
- - recourse of $0 and $1,631, respectively.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2002
(unaudited)
1. Basis of Presentation
The consolidated financial statements of ICON Cash Flow Partners, L.P.,
Series D (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 results for each period
shown. Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such SEC rules and regulations. Management
believes that the disclosures made are adequate to make the information
presented 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 2001 Annual Report on Form
10-K.
2. Disposition Period
The Partnership's reinvestment period ended June 5, 1997 and the
disposition period began on June 6, 1997. During the disposition period, the
Partnership has and will continue to utilize available cash to pay its
liabilities; distribute substantially all remaining cash from operations and
equipment sales to the partners; and continue the orderly termination of its
operations and affairs. The Partnership has not, and will not invest in any
additional finance or lease transactions during the disposition period.
3. Investment in Joint Venture
In March 1997 the Partnership, ICON Cash Flow Partners L.P. Six ("L.P.
Six"), and ICON Cash Flow Partners L.P. Seven ("L.P. Seven") contributed and
assigned equipment lease and finance receivables and residuals to ICON
Receivables 1997-A L.L.C. ("1997-A"). In September 1997 ICON Cash Flow Partners,
L.P., Series E ("Series E"), L.P. Six and L.P. Seven contributed and assigned
additional equipment lease and finance receivables and residuals to 1997-A. The
Partnership, Series E, L.P. Six and L.P. Seven own 17.81%, 31.19%, 31.03% and
19.97% interests, respectively, in 1997-A. The Partnership accounts for its
interest in 1997-A under the equity method of accounting.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Information as to the unaudited financial position of 1997-A as of
September 30, 2002 and December 31, 2001 and its results of operations for the
nine months ended September 30, 2002 and 2001 are summarized below:
September 30, 2002 December 31, 2001
------------------ -----------------
Assets $ 468,960 $ 1,856,582
================ =============
Liabilities $ 392,958 $ 1,707,445
================ =============
Equity $ 76,002 $ 149,137
================ =============
Partnership's share of equity $ 13,536 $ 26,561
================ =============
Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
Net loss $ (73,135) $ (1,895,962)
================ =============
Partnership's share of net loss $ (13,025) $ (465,610)
================ =============
1997-A recorded a provision for bad debts of $1,825,000 during the nine
months period ended September 30, 2001.
4. Related Party Transaction
In 1997, the Partnership financed a portion of the free cash flow relating
to a leveraged lease owned by an affiliate, L.P. Seven. The lease expires in
July of 2004, at which time the maturity value of the financing was to be
$2,000,000. L.P. Seven has exercised its discretionary right to prepay a portion
of the financing, and during the quarter ended September 30, 2002 L.P. Seven
prepaid $100,000 to the Partnership.
5. US Airways
One of the Partnership's significant remaining assets is a DeHavilland
DHC-8-102 aircraft which is subject to a lease with US Airways. The aircraft has
a carrying value of $1,446,150 at September 30, 2002 and the related lease is
scheduled to expire in the fourth quarter of 2003. The aircraft is subject to
non-recourse financing and the lease payments are remitted directly by US
Airways to the lender to reduce the loan balance. If all payments were made as
scheduled, the loan would have a final $1.7 million balloon payment due at
termination date of the lease.
On August 11, 2002, US Airways, filed for bankruptcy under Chapter 11 of
the Bankruptcy Act and US Airways has not made any rental payments since June
2002. During the third quarter of 2002, the Partnership paid the lender the
scheduled note payments due.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Management is currently negotiating with US Airways regarding terms of a
revised rental schedule for the remaining lease term. It is expected that the
revised schedule will call for lower rentals beginning August 11, 2002. While
the Partnership has accrued rental income for the quarter ended September 30,
2002 at the current rental rate of $49,000 per month, the Partnership has fully
reserved for all unpaid rentals for the period prior to August 11, 2002, and has
provided an additional allowance for rentals since August 11, 2002, pending the
outcome of negotiations with the airline and approval by the bankruptcy court.
In the aggregate, the Partnership has recorded a provision of $114,000 in the
quarter for uncollected rentals due from US Airways. The net rental receivable
is included on the consolidated balance sheet at September 30, 2002 in Other
assets. The Partnership will have an appraisal made of the aircraft and will
assess the propriety of the carrying value of the aircraft in accordance with
its impairment policy when the appraisal is completed and the revised lease
terms are approved.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Item 2. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations for the Six Months Ended September 30, 2002 and 2001
Revenues for the three months ended September 30, 2002 ("2002 Quarter")
were $246,086, representing an increase of $37,962 from the quarter ended
September 30, 2001 ("2001 Quarter"). The increase in revenues resulted primarily
from an increase in rental income of $60,018, which was partially offset by a
decrease in finance income of $18,888 and a decrease in net gain on sales of
equipment of $4,317.
Rental income increased primarily due to rents generated by the renewal of
certain leases which were reclassified from finance leases to operating leases
in 2002. Finance income decreased due to a decrease in the size of investments
in finance leases from 2001 to 2002 due to the expiration of certain leases. The
net gain on sales of equipment decreased because there was no equipment sold in
the 2002 Quarter.
Expenses for the 2002 Quarter were $291,889 representing an increase of
$92,750 compared to the 2001 Quarter, primarily due to the provision for bad
debts for rentals due from US Airways (which filed for bankruptcy protection in
August 2002) of $114,000, which is partially offset by a decrease in interest
expense, due to a lower debt balance, and general and administrative expenses,
due to lower professional fees.
Net (loss) income for the 2002 Quarter and the 2001 Quarter was $(45,803)
and $8,985, respectively. The net (loss) income per weighted average limited
partnership unit outstanding was $(.11) and $.02 for the 2002 Quarter and 2001
Quarter, respectively.
Results of Operations for the Nine Months Ended September 30, 2002 and 2001
Revenues for the nine months ended September 30, 2002 ("2002 Period") were
$851,763, representing an increase of $434,150 from the quarter ended September
30, 2001 ("2001 Period"). The increase in revenues resulted primarily from a
decrease in losses from investment in joint venture of $452,585 and an increase
in rental income of $97,034. Offsetting these increases was a decrease in
finance income of $69,506 and losses from sales of equipment of $11,105 for the
2002 Period as compared to gains from sales of equipment of $31,801 for the 2001
Period.
The decrease in losses from investment in joint venture was due to a
$1,825,000 provision for bad debts recorded by the venture during the 2001
Period. The Partnership's share of the joint venture's loss in the 2001 period
was $465,610. Rental income increased primarily due to rents generated from the
renewal of certain leases, which were reclassified from finance leases to
operating leases during the first quarter of 2002 partially offset by a one-time
settlement payment of $200,000 received during the first quarter of 2001.
Finance income decreased due to a decrease in the size of the lease investments
in finance leases portfolio from 2001 to 2002 due to the expiration of certain
leases.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
Expenses for the 2002 Period were $728,035 representing an increase of
$83,532 compared to the 2001 Period, primarily due to a provision for bad debts
for rentals due from US Airways of $114,000 and by higher depreciation, which is
partially offset by a decrease in interest due to a lower debt balance.
Net income (loss) for the 2002 Period and 2001 Period was $123,728 and
$(226,890), respectively. The net income (loss) per weighted average limited
partnership unit outstanding was $.31 and $(.56) for the 2002 Period and the
2001 Period, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the 2002 Period were net
cash provided by operations of $67,990, (which included a prepayment of $100,000
received from L.P. Seven in the third quarter of 2002 against a $2,000,000
financing that matures in 2004) and such funds, as well as available cash, were
used for principal payments on a note payable of $86,820. The Partnership's
current sources of cash are proceeds being collected from one financing at the
rate of $7,000 per month plus certain month to month renewal lease payments. It
is also expected that L.P. Seven may prepay additional amounts against the
financing that is due in 2004. During the 2002 Period, $69,519 was received from
month to month renewal rentals. The Partnership anticipates that it will begin
receiving cash rentals from a three year lease renewal that commenced in January
2002 upon the repayment of a related residual sharing obligation which is
scheduled to be paid off in the second quarter of 2003. The Partnership's cash
flow may be less than the Partnership's current level of expenses. To the extent
that cash flow is insufficient to pay such expenses, the Partnership may be
required to sell assets prior to maturity or borrow against future cash flows.
One of the Partnership's significant remaining assets is a DeHavilland
DHC-8-102 aircraft which is subject to a lease with US Airways. The aircraft has
a carrying value of $1,446,150 at September 30, 2002 and the related lease is
scheduled to expire in the fourth quarter of 2003. The aircraft is subject to
non-recourse financing and the lease payments are remitted directly by US
Airways to the lender to reduce the loan balance. If all payments were made as
scheduled, the loan would have a final $1.7 million balloon payment due at
termination date of the lease.
On August 11, 2002, US Airways, filed for bankruptcy under Chapter 11 of
the Bankruptcy Act and US Airways has not made any rental payments since June
2002. During the third quarter of 2002, the Partnership paid the lender the
scheduled note payments due.
Management is currently negotiating with US Airways regarding terms of a
revised rental schedule for the remaining lease term. It is expected that the
revised schedule will call for lower rentals beginning August 11, 2002. While
the Partnership has accrued rental income for the quarter ended September 30,
2002 at the current rental rate of $49,000 per month, the Partnership has fully
reserved for all unpaid rentals for the period prior to August 11, 2002, and has
provided an additional allowance for rentals since August 11, 2002, pending the
outcome of negotiations with the airline and approval by the bankruptcy court.
In the aggregate, the Partnership has recorded a provision of $114,000 in the
quarter for uncollected rentals due from US Airways. The net rental receivable
is included on the consolidated balance sheet at September 30, 2002 in Other
assets. The Partnership will have an appraisal made of the aircraft and will
assess the propriety of the carrying value of the aircraft in accordance with
its impairment policy when the appraisal is completed and the revised lease
terms are approved.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
It is anticipated that cash distributions, if any, will not be significant
until the realization of proceeds from the sale or release of the DeHavilland
aircraft and the maturity of the related financing. There were no cash
distributions to the Limited Partners for the 2002 Quarter.
The Partnership's reinvestment period ended June 5, 1997 and the
disposition period began on June 6, 1997. During the disposition period the
Partnership has, and will continue to distribute, substantially all
distributable cash from operations and equipment sales to the partners and
continue the orderly termination of its operations and affairs. The Partnership
has not, and will not invest in any additional finance or lease transactions
during the disposition period.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
The Partnership is exposed to certain market risks, including changes in
interest rates and the demand for equipment (and the related residuals) owned by
the Partnership and its investee. The Partnership believes its exposure to other
market risks are insignificant to both its financial position and results of
operations.
The Partnership managed its interest rate risk by obtaining fixed rate
debt. The fixed rate debt service obligation stream matches the fixed rate lease
receivable stream generated by the Partnership's lease investment with US
Airways. The only outstanding debt at September 30, 2002 is a non recourse loan
which matures in November 2003, associated with a DeHavilland DHC 8-102 aircraft
on lease to US Airways. At lease termination, a $1.7 million balloon payment is
due on the debt, and is expected to be paid with sale or release proceeds.
However, please refer to the discussion relating to the bankruptcy filing by US
Airways in Item 2, Liquidity and Capital Resources.
The Partnership manages its exposure to equipment and residual risk by
monitoring the market and maximizing the re-marketing proceeds received through
re-leasing or sale of equipment.
Item 4. Controls and Procedures
Beaufort J.B. Clarke and Thomas W. Martin, the Principal Executive and
Principal Financial Officers, respectively, of ICON Capital Corp. ("ICC"), the
General Partner of the Partnership, have evaluated the disclosure controls and
procedures of the Partnership within 90 days prior to the filing of this
quarterly report. As used herein, the term "disclosure controls and procedures"
has the meaning given to the term by Rule 13a-14 under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), and includes the controls and other
procedures of the Partnership that are designed to ensure that information
required to be disclosed by the Partnership in the reports that it files with
the SEC under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. As part of their
evaluation, Messrs. Clarke and Martin conferred with the finance and accounting
staff of ICC and the finance and accounting staff of ICON Holdings Corp., the
parent of ICC. Management has presented the results of its most recent
evaluation to the Partnership's independent auditors, KPMG LLP. Based upon their
evaluation, Messrs. Clarke and Martin have concluded that the Partnership's
disclosure controls and procedures provide reasonable assurance that the
information required to be disclosed by the Partnership in this report is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms applicable to the preparation of this report.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Consolidated Financial Statements - Continued
There have been no significant changes in the Partnership's internal
controls or in other factors that could significantly affect the Partnership's
internal controls subsequent to the evaluation described above conducted by
ICC's principal executive and financial officers.
ICON Cash Flow Partners, L.P., Series D
(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 during the quarter ended June 30, 2002.
Exhibits
99.1 Certification of Chairman and Chief Executive Officer pursuant to 18
U.S.C.ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
99.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer pursuant to 18 U.S.C.ss.1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
ICON Cash Flow Partners, L.P., Series D
(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., SERIES D
File No. 33-40044 (Registrant)
By its General Partner,
ICON Capital Corp.
November 14, 2002 /s/ Thomas W. Martin
- ---------------------------- -----------------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer of
the Manager of the Registrant)
Certifications - 10-Q
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Cash Flow
Partners, L.P., Series D;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: November 14, 2002
/s/ Beaufort J.B. Clarke
- -----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Cash Flow Partners, L.P., Series D
I, Thomas W. Martin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Cash Flow
Partners, L.P., Series D;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: November 14, 2002
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the Manager of the Registrant)
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
September 30, 2002
EXHIBIT 99.1
I, Beaufort J.B. Clarke, Chairman and Chief Executive Officer of ICON
Capital Corp, the sole General Partner of ICON Cash Flow Partners L.P. Series D,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended September 30, 2002
(the "Periodic Report") which this statement accompanies fully complies
with the requirements of Section 13(a) of the Securities Exchange Act of
1934 (15 U.S.C. 78m) and
(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Cash Flow Partners L.P. Series D.
Dated: November 14, 2002
/s/ Beaufort J.B. Clarke
-----------------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Cash Flow Partners L.P. Series D
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
September 30, 2002
EXHIBIT 99.2
I, Thomas W. Martin, Executive Vice President (Principal Financial and
Accounting Officer) of ICON Capital Corp, the sole General Partner of ICON Cash
Flow Partners L.P. Series D, certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended September 30, 2002
(the "Periodic Report") which this statement accompanies fully complies
with the requirements of Section 13(a) of the Securities Exchange Act of
1934 (15 U.S.C. 78m) and
(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Cash Flow Partners L.P. Series D.
Dated: November 14, 2002
/s/ Thomas W. Martin
-----------------------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Cash Flow Partners L.P. Series D