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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 quarterly period ended March 31, 2004
--------------------------------------------------
[ ] 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 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 Rule 12b-2 of the Exchange Act) [ ] 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
(unaudited)
March 31, December 31,
2004 2003
---- ----
Assets
------
Cash and cash equivalents $ 41,961 $ 44,342
--------------- ------------
Investment in finance leases
Minimum rents receivable 938 1,071
--------------- -------------
Investment in operating leases
Equipment, at cost 3,384,869 3,384,869
Accumulated depreciation (2,274,667) (2,274,667)
--------------- ------------
1,110,202 1,110,202
-------------- ------------
Investment in financings
Receivables due in installments 1,369,261 1,956,917
Unearned income (60,960) (111,491)
Allowance for doubtful accounts (26,032) (26,032)
--------------- -------------
1,282,269 1,819,394
Investment in unconsolidated joint venture 33,331 38,412
--------------- ---------------
Total assets $ 2,468,701 $ 3,013,421
=============== ==============
Liabilities and Partners' Equity
--------------------------------
Notes payable - recourse $ 1,372,880 $ 1,934,027
Due to affiliates, net 49,486 49,486
Deferred credits and other payables 8,154 8,911
--------------- --------------
Total liabilities 1,430,520 1,992,424
============== ==============
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (334,214) (334,386)
Limited partners (399,118 units outstanding,
$100 per unit original issue price) 1,372,395 1,355,383
--------------- --------------
Total partners' equity 1,038,181 1,020,997
--------------- --------------
Total liabilities and partners' equity $ 2,468,701 $ 3,013,421
=============== ==============
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
For the Three Months Ended March 31,
(unaudited)
2004 2003
---- ----
Revenue
Rental income $ 62,815 $ 89,087
Finance income 49,628 47,270
Net loss on termination (4,762) -
Loss from investment in joint venture (5,081) (4,743)
Interest and other income - 272
---------- -----------
Total revenues 102,600 131,886
---------- -----------
Expenses
Depreciation - 66,228
Interest 53,081 56,284
General and administrative 32,335 47,682
---------- -----------
Total expenses 85,416 170,194
---------- -----------
Net income (loss) $ 17,184 $ (38,308)
========== ===========
Net income (loss) allocable to:
Limited partners $ 17,012 $ (37,925)
General Partner 172 (383)
---------- -----------
$ 17,184 $ (38,308)
========== ===========
Weighted average number of limited
partnership units outstanding 399,118 399,118
========== ===========
Net income (loss) per weighted average
limited partnership unit $ .04 $ (.10)
========== ===========
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
For the Three Months Ended March 31, 2004
(unaudited)
Limited General
Partners Partner Total
-------- ------- -----
Balance at January 1, 2004 $ 1,355,383 $ (334,386) $ 1,020,997
Net income 17,012 172 17,184
------------- ------------- -------------
Balance at March 31, 2004 $ 1,372,395 $ (334,214) $ 1,038,181
============= ============= =============
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
For the Three Months Ended March 31,
(unaudited)
2004 2003
---- ----
Cash flows from operating activities:
Net income (loss) $ 17,184 $ (38,308)
------------- -------------
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Interest expense on recourse financing paid directly
to lenders by lessees 53,081 56,284
Depreciation - 66,228
Rental income paid directly to lenders by lessees (60,000) (85,333)
Net loss on termination 4,762 -
Loss from investment in unconsolidated joint venture 5,081 4,743
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 532,600 (22,219)
Other assets - 95,310
Deferred credits and other payables (861) (87,494)
-------------- -------------
Total adjustments 534,663 27,519
-------------- -------------
Net cash provided by (used in) operating activities 551,847 (10,789)
-------------- --------------
Cash flows from financing activities:
Principal payments of notes payable - recourse (554,228) (96,812)
-------------- -------------
Net decrease in cash and cash equivalents (2,381) (107,601)
Cash and cash equivalents at beginning of period 44,342 116,095
------------- --------------
Cash and cash equivalents at end of period $ 41,961 $ 8,494
============= =============
(continued on next page)
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Cash Flows (Continued)
(unaudited)
Supplemental Disclosures of Cash Flow Information
- -------------------------------------------------
During the three months ended March 31, 2004 and 2003, non-cash activities
included the following:
2004 2003
---- ----
Rental income paid directly to lenders by lessees $ 60,000 $ 85,333
Principal and interest on recourse financing
paid directly to lenders by lessees (60,000) (85,333)
---------- ----------
$ - $ -
========== ===========
Interest expense of $53,081 and $56,284 for the three months ended March
31, 2004 and 2003 consisted of interest expense on recourse financing paid
directly to lenders by lessees.
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
March 31, 2004
(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
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 2003 Annual Report on Form 10-K.
The General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut Corporation. The General Partner 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 will not invest in any additional
finance or lease transactions during the disposition period.
3. Related Party Transactions
During the quarters ended March 31, 2004 and 2003, the Partnership made no
payments of fees or other expenses pursuant to the General Partners voluntary
decision to waive its right to management fees and expense reimbursements
effective July 1, 2000.
For the quarter ended March 31, 2004, the Partnership had a net payable of
$49,486 to affiliates, of which $45,591 is due to ICON Cash Flow Partners L.P.
Seven ("L.P. Seven") for to rental payments received on its behalf.
In 1997, the Partnership financed a portion of the free cash flow relating
to a leveraged lease transaction of an affiliate L.P. Seven. The lease expires
in July of 2004. L.P. Seven has exercised its right to prepay a portion of the
financing, and has repaid $250,000 during 2002 and $554,228 during the first
quarter 2004. The outstanding balance of the receivable at March 31, 2004 of
$1,195,772 is included in the caption "Investment in Financings."
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, entities in which ICON Capital Corp. is
also the General Partner, 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 and September 1997 the Partnership, and affiliates, ICON Cash Flow
Partners L.P. Series E ("Series E"), 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") for the
purpose of securitizing their cash flow collections. As of March 31, 2004, 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.
Information as to the unaudited results of operations for the quarters
ended March 31, 2004 and 2003 are summarized as follows:
For the Three For the Three
Months Ended Months Ended
March 31, 2004 March 31, 2003
-------------- --------------
Net loss $ 28,530 $ 26,631
============== =============
Partnership's share of net loss $ 5,081 $ 4,743
============== =============
5. US Airways, Inc.
One of the Partnership's significant remaining assets is a DeHavilland
DHC-8-102 aircraft which is on lease with US Airways, Inc. ("US Air"). The
aircraft has a net book value of $1,110,202. Management has decided to suspend
depreciation deductions on this asset due to a recent appraisal which indicated
that the fair value of the aircraft is in excess of the net book value. The
aircraft is subject to recourse financing and the lease payments are remitted
directly to the lender to reduce the outstanding loan balance. The outstanding
loan balance as of March 31, 2004 was $1,372,880.
During the first quarter of 2004, the Partnership repaid $554,228 of the
recourse debt with the proceeds received from L.P. Seven as described in Note 3.
This is scheduled to mature at the expiration of the US Air lease on October 31,
2004.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
March 31, 2004
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 and notes dated
December 31, 2003 included in the Partnership's annual report on Form 10-K.
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 March 31, 2004 and 2003
Revenues for the three months ended March 31, 2004 ("2004 Quarter") were
$102,600 representing a decrease of $29,286 from the quarter ended March 31,
2003 ("2003 Quarter"). The decrease in revenues resulted primarily from a
decrease in rental income of $26,272. This decrease in revenue was partially
offset by increase in finance income of $2,358. Rental income decreases are
attributable to the maturity of the Partnership's lease with Champlain Cable
Corp. in the third quarter of 2003. The underlying equipment was sold upon
maturity of the lease.
Expenses for the 2004 Quarter decreased by $84,778 compared to the 2003
Quarter. The decrease in expenses resulted primarily from decreases in
depreciation expense of $66,228 and general and administrative expenses of
$15,347. Depreciation expense reduced based upon management's decision to
maintain the aircraft at the book value of $1,110,202 for the quarter ending
March 31, 2004. Interest expense decreased by $3,203 due to decrease in the
average debt outstanding and general and administrative expenses decreased by
$15,347 due to the decrease in overall operating cost of the Partnership.
Net income (loss) for the 2004 Quarter and 2003 Quarter was $17,184 and
($38,308), respectively. The net income (loss) per weighted average limited
partnership unit outstanding was $.04 and ($.10) for the 2004 and 2003,
respectively.
Liquidity and Capital Resources
The Partnership had cash provided by operations of $551,847 in the 2004
Quarter due primarily from collection of a portion of a receivable described in
Note 3 of the condensed consolidated financial statements. 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.
The Partnership paid down its recourse debt by $554,228 with proceeds received
from ICON Cash Flow Partners, L.P. Seven ( "L.P. Seven") relating to the
Partnership's financing transaction with L.P. Seven (See Note 3 to the condensed
consolidated financial statements). The Partnership's cash flow may be less than
its 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.
From time to time the Partnership will invest in industries, equipment, or
geopolitical regions that may be subject to outside influences that may affect
the Partnership's investments. While these factors are considered when the
investments are made, unforeseen events such as those that occurred on September
11, 2001 can have far-reaching and unpredictable adverse consequences. The
following is a discussion of some assets that may fall into this category.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
US Airways: The Partnership is the lessor of a DeHavilland DHC-8 aircraft.
The value of this equipment is subject to the fluctuations of the airline
industry which is greatly influenced by a number of factors including, but not
limited to, the global economy, fuel prices, political instability, terrorist
activity, and epidemics such as SARS. Further, the utility of this specific
aircraft type has diminished by the recent prevalence of regional jets.
It is anticipated that cash distributions, if any, will not be significant
until the realization of proceeds from the sale or release of the aircraft
currently leased to US Air and the maturity of the related financing. There were
no cash distributions to the partners during the 2004 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 will not
invest in any additional finance or lease transactions during the disposition
period.
As of March 31, 2004, except as noted above, and to the best of our
knowledge, there were no known trends or demands, commitments, events or
uncertainties which are likely to have a material effect on liquidity. As cash
is realized from operations and sales of equipment, the Partnership will
distribute substantially all available cash, after retaining sufficient cash to
meet its reserve requirements and recurring obligations. 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 investors.
The Partnership manages its interest rate risk by obtaining fixed rate
debt. The fixed rate debt service obligation streams are generally matched by
fixed rate lease receivable streams generated by the Partnership's lease
investments.
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
The Partnership carried out an evaluation, under the supervision and with
the participation of management of ICON Capital Corp., the General Partner of
the Partnership, including the Principal Executive Officer and the Principal
Financial Officer, of the effectiveness of the design and operation of the
Partnership's disclosure controls and procedures as of the end of the period
covered by this report pursuant to the Securities Exchange Act of 1934. Based
upon the evaluation, the Principal Executive Officer and the Principal Financial
Officer concluded that the Partnership's disclosure controls and procedures were
effective.
There were no significant changes in the Partnership's internal control
over financial reporting during the Partnership's first quarter that have
materially affected, or are likely to materially affect, the Partnership's
internal control over financial reporting.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
PART II - OTHER INFORMATION
- ---------------------------
Item 1 - Legal Proceedings
- --------------------------
The Company, 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
- -----------------------------------------
(b) Reports on Form 8K
None
(c) 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.
May 17, 2004 /s/ Thomas W. Martin
- ----------------------- -----------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer of
the General Partner of the Registrant)
Exhibit 32.1
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
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-15e and 15d-15e) for the registrant and we 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
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 and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this quarterly report based on
such evaluation; 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;
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the board of directors of the Corporate
Manager (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the Partnership 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 registrant's internal
controls over financial reporting
Dated: May 17, 2004
/s/ Beaufort J.B. Clarke
- -----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Series D
Exhibit 32.2
Principal Executive Officer Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
Certifications - 10-Q
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-15e and 15d-15e) for the registrant and we 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
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 and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this quarterly report based on
such evaluation; 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;
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the board of directors of the Corporate
Manager (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the Partnership 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 registrant's internal
controls over financial reporting any corrective actions with regard
to significant deficiencies and material weaknesses.
Dated: May 17, 2004
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the General Partner of the Registrant)
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)
March 31, 2004
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 March 31, 2004 (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: May 17, 2004
/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)
March 31, 2004
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 March 31, 2004
(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: May 17, 2004
/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