Back to GetFilings.com
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 quarterly period ended September 30, 2003
--------------------------------------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 0-27902
----------------------------------------------------------
ICON Cash Flow Partners, L.P., Series D
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3602979
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
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
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). [ ] Yes [x] No
PART I - FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets
September 30, December 31,
2003 2002
---- ----
(unaudited)
Assets
Cash and cash equivalents $ 42,757 $ 116,095
--------------- --------------
Investment in finance leases
Minimum rents receivable 1,877 4,082
--------------- --------------
Investment in operating leases
Equipment, at cost 3,384,869 3,459,597
Accumulated depreciation (2,214,667) (2,059,577)
--------------- --------------
1,170,202 1,400,020
--------------- --------------
Investment in financings
Receivables due in installments 1,971,050 2,048,816
Unearned income (160,511) (304,051)
Allowance for doubtful accounts (25,000) (25,000)
--------------- --------------
1,785,539 1,719,765
--------------- --------------
Investment in unconsolidated joint venture 45,180 54,208
--------------- --------------
Other assets, net 6,220 127,734
--------------- --------------
Total assets $ 3,051,775 $ 3,421,904
=============== ==============
(continued on next page)
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets - Continued
September 30, December 31,
2003 2002
---- ----
(unaudited)
Liabilities and Partners' Equity
Notes payable - recourse $ 1,941,182 $ 2,086,075
Due to affiliates 49,486 137,153
Security deposits, deferred credits and other payables 10,519 158,898
--------------- --------------
Total liabilities 2,001,187 2,382,126
--------------- --------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (334,090) (334,198)
Limited Partners (399,118 units outstanding,
$100 per unit original issue price) 1,384,678 1,373,976
--------------- --------------
Total partners' equity 1,050,588 1,039,778
--------------- --------------
Total liabilities and partners' equity $ 3,051,775 $ 3,421,904
=============== ==============
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Operations
(unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
2003 2002 2003 2002
---- ---- ---- ----
Revenue
Rental income $ 61,877 $ 203,216 $ 221,229 $ 734,232
Finance income 48,425 46,163 143,540 137,590
Gain (loss) on
sales of equipment 116,591 - 116,939 (11,105)
Loss from investment
in joint venture (1,905) (3,438) (9,028) (13,025)
Interest and other income - 145 21,575 4,071
--------- ---------- --------- ---------
Total revenues 224,988 246,086 494,255 851,763
--------- ---------- --------- ---------
Expenses
Depreciation 60,000 102,174 192,458 306,522
Interest 53,290 60,180 160,583 187,510
General and administrative 54,566 15,535 130,404 119,548
Provision for bad debts - 114,000 - 114,000
Amortization of initial direct costs - - - 455
--------- ---------- --------- ---------
Total expenses 167,856 291,889 483,445 728,035
--------- ---------- --------- ---------
Net income (loss) $ 57,132 $ (45,803) $ 10,810 $ 123,728
========= ========== ========= =========
Net income (loss) allocable to:
Limited Partners $ 56,561 $ (45,345) $ 10,702 $ 122,491
General Partner 571 (458) 108 1,237
--------- ---------- --------- ---------
$ 57,132 $ (45,803) $ 10,810 $ 123,728
========= ========== ========= =========
Weighted average number of limited
partnership units outstanding 399,118 399,118 399,118 399,118
========= ========== ========= =========
Net income (loss) per weighted average
limited partnership unit $ 0.14 $ (.11) $ 0.03 $ .31
========= ========== ========= =========
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Condensed Consolidated Statement of Changes in Partners' Equity
Nine Months Ended September 30, 2003
(unaudited)
Limited General
Partners Partner Total
-------- ------- -----
Balance at
January 1, 2003 $ 1,373,976 $ (334,198) $ 1,039,778
Net income 10,702 108 10,810
-------------- ------------- -------------
Balance at
September 30, 2003 $ 1,384,678 $ (334,090) $ 1,050,588
============== ============= =============
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30,
(unaudited)
2003 2002
---- ----
Cash flows from operating activities:
Net income $ 10,810 $ 123,728
------------- -------------
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Interest expense on recourse financing paid directly
to lenders by lessees 160,583 127,330
Depreciation 192,458 306,522
Provision for bad debts - 114,000
Finance income portion of receivables paid directly to
lenders by lessees - (137,590)
Rental income paid directly to lenders by lessees (208,664) (370,001)
Loss from investment in unconsolidated joint venture 9,028 13,025
Amortization of initial direct costs - 455
(Gain) loss on sales of equipment (116,939) 11,105
Changes in operating assets and liabilities:
Non-financed receivables (51,573) 176,932
Other assets 121,514 (124,192)
Due to Affiliates (87,667) -
Security deposits, deferred credits and other payables (148,379) (190,533)
Other - 17,209
------------- -------------
Total adjustments (129,639) (55,738)
------------- -------------
Net cash (used in) provided by operating activities (118,829) 67,990
------------- -------------
Cash flows from investing activities:
Proceeds from sales of equipment 142,303 1,494
------------- -------------
Cash flow from financing activities:
Repayments of notes payable - recourse (96,812) (86,820)
------------- -------------
Net decrease in cash and cash equivalents (73,338) (17,336)
Cash and cash equivalents at beginning of period 116,095 74,127
------------- -------------
Cash and cash equivalents at end of period $ 42,757 $ 56,791
============= =============
(continued on next page)
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows - Continued
Supplemental Disclosures of Cash Flow Information
- -------------------------------------------------
During the nine months ended September 30, 2003 and 2002, non-cash
activities included the following:
2003 2002
---- ----
Rental income assigned to operating
lease receivable $ 208,664 $ 370,001
Principal and interest on recourse financing
paid directly by lessees (208,664) (370,001)
---------- ----------
$ - $ -
========== ==========
Interest paid directly to lenders by lessees
pursuant to recourse financing $ 160,583 $ 127,330
Other interest paid - -
---------- ----------
Total interest expense $ 160,583 $ 127,330
========== ==========
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements
September 30, 2003
(unaudited)
1. Basis of Presentation
The condensed 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 condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes included in the Partnership's 2002 Annual Report
on Form 10-K. Certain 2002 amounts have been reclassified to conform to the 2003
presentation.
The General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut Corporation. The General Partner's manages and controls
the business affairs of the Partnership's equipment, leases and financing
transactions under a management agreement with the Partnership.
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. Related Party Transactions
During the quarters ended September 30, 2003 and 2002, the Partnership made
no payment of fees or other expenses pursuant to the General Partner's voluntary
decision to waive its right to management fees and expense reimbursements
effective July 1, 2000.
In 1997, the Partnership financed a portion of the free cash flow relating
to a lease owned by an affiliate, ICON Cash Flow Partners L.P. Seven ("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 year ended December
31, 2002, L.P. Seven prepaid $250,000 to the Partnership. The balance at
September 30, 2003 of $1,750,000 is included in the caption "Investment in
Financings."
The Partnership has an investment in one unconsolidated joint venture with
other partnerships sponsored by the General Partner (See Note 4 for additional
information relating to the joint venture).
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
4. Investment in Unconsolidated Joint Venture
The Partnership and its affiliates formed a joint venture for the purpose
of acquiring and managing various assets. The Partnership and its affiliates
have identical investment objectives and participate on the same terms and
conditions. The Partnership has a right of first refusal to purchase the
equipment, on a pro-rata basis, if any of the affiliates desire to sell their
interest in the equipment.
ICON Receivables 1997-A LLC
---------------------------
In March 1997, the Partnership, and affiliates, ICON Cash Flow Partners
L.P. Six ("L.P. Six"), and L.P. Seven contributed and assigned equipment lease
and finance receivables and residuals to ICON Receivables 1997-A LLC ("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. As of September 30, 2003, 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 investment
in 1997-A under the equity method of accounting.
Information as to the unaudited results of operations of 1997-A for the
nine months ended September 30, 2003 and 2002 are summarized below:
Nine Months Ended Nine Months Ended
September 30, 2003 September 30, 2002
------------------ ------------------
Net loss $ 50,673 $ 73,135
============ ===========
Partnership's share of
net loss $ 9,028 $ 13,025
============ ===========
5. US Airways, Inc.
----------------
One of the Partnership's significant remaining assets is a DeHavilland
DHC-8-102 aircraft which is subject to an operating lease with US Airways, Inc.
("US Air"). The aircraft has a carrying value of $1,170,202 at September 30,
2003, and the related lease is scheduled to expire in the fourth quarter of
2003. The Partnership obtained an appraisal of the aircraft during 2002 which
indicated that no impairment provision was required. The aircraft is subject to
recourse financing and the lease payments are remitted directly by US Air to the
lender. If all payments are made as scheduled, the loan would have a final
balloon payment due at the termination date of the lease of approximately $2
million. US Air, since emerging from bankruptcy, has paid all monthly rents
through November 2003.
6. Equipment sales
---------------
During the nine month period ended September 30, 2003, the Partnership sold
equipment with a net book value of $25,364 for total proceeds of $142,303
resulting in a net gain of $116,939.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
September 30, 2003
Item 2. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information - The following discussion and analysis should
be read in conjunction with the audited financial statements dated December 31,
2002. Certain statements within this document may constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These statements are identified by words such as
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and similar expressions. This information may involve risks and uncertainties
that could cause actual results to differ materially from the forward-looking
statements. Although the Partnership believes that the expectations reflected in
such forward-looking statements are based on reasonable assumptions, such
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected.
Results of Operations for the Three Months Ended September 30, 2003 and 2002
Revenues for the three months ended September 30, 2003 ("2003 Quarter")
were $224,988, representing a decrease of $21,098 from the quarter ended
September 30, 2002 ("2002 Quarter"). The decrease in revenues resulted primarily
from a decrease in rental income of $141,339, which was partially offset by an
increase in gain on sales of equipment of $116,591 during the 2003 Quarter.
Rental income decreased primarily due to the restructuring of US Air's lease
payments in 2002.
Expenses for the 2003 Quarter were $167,856, representing a decrease of
$124,033 compared to the 2002 Quarter. The decrease in expenses resulted
primarily from a decrease in provision for bad debts of $114,000 and a decrease
in depreciation expense of $42,174. An increase in general and administrative
expense of $39,031 partially offset these decreases. Increase in general and
administrative expense was due primarily to legal fees related to the US Air
restructuring.
Net income (loss) for the 2003 Quarter and 2002 Quarter was $57,132 and
$(45,803), respectively. The net income (loss) per weighted average limited
partnership unit outstanding was $0.14 and $(.11) for the 2003 Quarter and 2002
Quarter, respectively.
Results of Operations for the Nine Months Ended September 30, 2003 and 2002
Revenues for the nine months ended September 30, 2003 ("2003 Period") were
$494,255 representing a decrease of $357,508 from the nine months ended
September 30, 2002 ("2002 Period"). The decrease in revenues resulted primarily
from a decrease in rental income of $513,003, which was partially offset by an
increase in gain on sales of equipment of $128,044 during the 2003 Period.
Rental income decreased due primarily to the restructuring of US Air's lease
payments.
Expenses for the 2003 Period were $483,445, representing a decrease of
$244,590 compared to the 2002 Period. The decrease in expenses resulted
primarily from a decrease in depreciation expense of $114,064 due to the
restructuring of US Air's lease terms effective January 3, 2003 and a decrease
in provision for bad debts of $114,000. An increase in general and
administrative expense of $10,856 partially offset these decreases. Increase in
general and administrative expense was due primarily to legal fees related to
the US Air restructuring.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
September 30, 2003
Net income for the 2003 Period and 2002 Period was $10,810 and $123,728,
respectively. The net income per weighted average limited partnership unit
outstanding was $.03 and $.31 for the 2003 Period and 2002 Period, respectively.
Liquidity and Capital Resources
Net cash used in operating activities was $118,829 in the 2003 Period. The
Partnership's current sources of cash are proceeds being collected from one
financing lease at the rate of $7,000 per month plus certain month to month
renewal lease payments. In addition, proceeds from sale of equipment of $142,303
also attributed to the Partnership's sources of cash. The Partnership's cash
flow from operating activities 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.
It is anticipated that cash distributions, if any, will not be significant
until the realization of proceeds from the sale or release of the US Air
aircraft and the maturity of the related financing as well as proceeds
anticipated from the investment in financing mentioned in the notes to the
condensed consolidated financial statements under Related Party Transactions
(Note 3). There were no cash distributions to the limited partners for the 2003
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 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.
We do not consider the impact of inflation to be material in the analysis
of our overall operations.
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. The only
outstanding debt at September 30, 2003 is a recourse loan which matures in
November 2003, associated with a DeHavilland DHC-8-102 aircraft. At lease
termination an approximately $2 million balloon payment is due on the debt, and
is expected to be paid with sale or re-lease proceeds.
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.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
September 30, 2003
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 as of the quarter ended September 30, 2003. 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.
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.
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 1 - Legal Proceedings
- --------------------------
The Partnership, from time-to-time, in the ordinary course of business,
commences legal actions when necessary to protect or enforce the rights of the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
32.1 Certification of Chairman and Chief Executive Officer.
32.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer.
33.1 Certification of Chairman and Chief Executive Officer pursuant to 18
U.S.C. (Section)1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
33.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer pursuant to 18 U.S.C. (Section)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 13, 2003 /s/ Thomas W. Martin
----------------- -------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer of
the General Partner of the Partnership)
Certifications - 10-Q
---------------------
EXHIBIT 32.1
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this quarterly report of ICON Cash Flow Partners, L.P.,
Series D;
2. Based on my knowledge, this report does not contain any untrue statement 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the Partnership as of, and for, the periods presented in this report;
4. The Partnership's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Partnership and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Partnership, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the Partnership's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Partnership's internal
control over financial reporting that occurred during the
Partnership's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Partnership's
internal control over financial reporting; and
5. The Partnership's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the Partnership's auditors and the audit committee of the Partnership's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Partnership's internal
control over financial reporting.
Dated: November 13, 2003
/s/ Beaufort J.B. Clarke
- -----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
General Partner of ICON Cash Flow Partners, L.P., Series D
Certifications - 10-Q
---------------------
EXHIBIT 32.2
I, Thomas W. Martin, certify that:
1. I have reviewed this quarterly report of ICON Cash Flow Partners, L.P.,
Series D;
2. Based on my knowledge, this report does not contain any untrue statement 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the Partnership as of, and for, the periods presented in this report;
4. The Partnership's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Partnership and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Partnership, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the Partnership's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Partnership's internal
control over financial reporting that occurred during the
Partnership's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Partnership's
internal control over financial reporting; and
5. The Partnership's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the Partnership's auditors and the audit committee of the Partnership's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Partnership's internal
control over financial reporting.
Dated: November 13, 2003
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the General Partner of the Partnership)
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners, L.P., Series D
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
September 30, 2003
EXHIBIT 33.1
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, 2003
(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 13, 2003
/s/ Beaufort J.B. Clarke
------------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
General Partner of ICON Cash Flow Partners, L.P., Series D
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
September 30, 2003
EXHIBIT 33.2
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, 2003
(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 13, 2003
/s/ Thomas W. Martin
-------------------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
General Partner of ICON Cash Flow Partners, L.P., Series D