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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 June 30, 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
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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
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(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
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
(unaudited)
June 30, December 31,
2004 2003
---- ----
Assets
------
Cash and cash equivalents $ 20,203 $ 44,342
--------------- --------------
Investment in finance leases
Minimum rents receivable 209 1,071
--------------- --------------
Investment in operating leases
Equipment, at cost 3,384,869 3,384,869
Accumulated depreciation (2,314,667) (2,274,667)
--------------- --------------
1,070,202 1,110,202
--------------- --------------
Investment in financings
Receivables due in installments 1,304,564 1,956,917
Unearned income (10,711) (111,491)
Allowance for doubtful accounts (521,375) (26,032)
--------------- --------------
772,478 1,819,394
--------------- --------------
Investment in unconsolidated joint venture 45,078 38,412
--------------- --------------
Other assets, net 32,861 -
--------------- --------------
Total assets $ 1,941,031 $ 3,013,421
=============== ==============
(continued on next page)
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Condensed Consolidated Balance Sheets - Continued
(unaudited)
June 30, December 31,
2004 2003
---- ----
Liabilities and Partners' Equity
Notes payable - recourse $ 1,408,093 $ 1,934,027
Due to affiliates, net 45,490 49,486
Deferred credits and other payable 8,048 8,911
--------------- --------------
Total liabilities 1,461,631 1,992,424
--------------- --------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (339,802) (334,386)
Limited Partners
(399,118 units outstanding,
$100 per unit original issue price) 819,202 1,355,383
--------------- --------------
Total partners' equity 479,400 1,020,997
--------------- --------------
Total liabilities and partners' equity $ 1,941,031 $ 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
(unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2004 2003 2004 2003
---- ---- ---- ----
Revenue
Rental income $ 40,000 $ 70,265 $ 100,000 $ 159,352
Finance income 50,249 47,845 99,877 95,115
Gain (loss)on sales of equipment - 348 (4,762) 348
Income (loss) from investment
in unconsolidated joint venture 11,747 (2,380) 6,666 (7,123)
Interest and other income 17,801 21,303 20,616 21,575
------------ ------------- ------------- ------------
Total revenues 119,797 137,381 222,397 269,267
------------ ------------- ------------- -------------
Expenses
Depreciation 40,000 66,230 40,000 132,458
Interest 71,473 51,009 124,554 107,293
General and administrative 70,731 28,156 103,065 75,838
Provision for doubtful accounts 496,375 - 496,375 -
------------- ------------- ------------- --------------
Total expenses 678,579 145,395 763,994 315,589
------------- ------------- ------------- -------------
Net loss $ (558,782) $ (8,014) $ (541,597) $ (46,322)
============== ============= ============= =============
Net loss allocable to:
Limited Partners $ (553,194) $ (7,934) $ (536,181) $ (45,859)
General Partner (5,588) (80) (5,416) (463)
-------------- -------------- -------------- -------------
$ (558,782) $ (8,014) $ (541,597) $ (46,322)
============== ============= ============== =============
Weighted average number of limited
partnership units outstanding 399,118 399,118 399,118 399,118
============= ============= ============== =============
Net loss per weighted average
limited partnership unit $ (1.39) $ (0.02) $ (1.34) $ (0.11)
============= ============ ============= =============
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 Six Months Ended June 30, 2004
(unaudited)
Limited General
Partners Partner Total
-------- ------- -----
Balance at
January 1, 2004 $ 1,355,383 $ (334,386) $ 1,020,997
Net loss (536,181) (5,416) (541,597)
------------- ------------ -------------
Balance at
June 30, 2004 $ 819,202 $ (339,802) $ 479,400
============= ============ ============
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 Six Months Ended June 30,
(unaudited)
2004 2003
---- ----
Cash flows from operating activities:
Net loss $ (541,597) $ (46,322)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Interest expense on recourse financing paid directly
to lenders by lessees 91,880 107,293
Depreciation 40,000 132,458
Rental income paid directly to lenders by lessees (100,000) (145,333)
(Income) loss from investment in unconsolidated joint venture (6,666) 7,123
(Gain) loss on sales of equipment 4,762 (348)
Provision for doubtful accounts 496,375 101,590
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 546,641 (26,672)
Other assets, net - (127,890)
Deferred credits and other payables (863) -
Due to affiliates, net (3,996) -
Other - (3,330)
------------- ------------
Total adjustments 1,068,133 44,891
------------- -------------
Net cash provided by (used in) operating activities 526,536 (1,431)
------------- -------------
Cash flows from investing activities:
Proceeds from sales of equipment - 348
------------- ------------
Cash flow from financing activities:
Repayments of notes payable - recourse (517,814) (96,812)
Other payments - loan fee (32,861) -
-------------- -------------
Net cash used in financing activities (550,675) (96,812)
============== =============
Net decrease in cash and cash equivalents (24,139) (97,895)
Cash and cash equivalents at beginning of period 44,342 116,095
------------- -------------
Cash and cash equivalents at end of period $ 20,203 $ 18,200
============= ==============
(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 six months ended June 30, 2004 and 2003, non-cash activities
included the following:
2004 2003
---- ----
Rental income paid directly to lenders
by lessees $ 100,000 $ 145,333
Principal and interest on recourse financing
paid directly to lenders by lessees (100,000) (145,333)
------------- --------------
$ - $ -
============= ==============
Interest on recourse financing paid directly to lenders
by lessees $ 91,880 $ 107,293
Other interest paid 32,674 -
------------- -------------
Total interest expense $ 124,554 $ 107,293
============== ==============
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
June 30, 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 the Partnership 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, if any, 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 June 30, 2004 and 2003, the Partnership made no
payments of fees or other expenses to the General Partner pursuant to the
General Partner's voluntary decision to waive its right to management fees and
expense reimbursements effective as of July 1, 2000.
For the six months ended June 30, 2004, the Partnership had a net payable
of $45,490 to affiliates, which is due to ICON Cash Flow Partners L.P. Seven
("L.P. Seven") for rental payments received on its behalf.
In 1997, the Partnership financed a portion of the free cash flow,
including the proceeds from the sale or disposal of the equipment, relating to a
leveraged lease transaction of an affiliate, L.P. Seven. The lease expired in
July 2004. L.P. Seven exercised its right to prepay a portion of the financing,
and repaid $250,000 during 2002 and $604,716 during the six months ended June
30, 2004. The outstanding balance of the receivable at June 30, 2004 of
$1,145,284 is included in the caption "Investment in Financings." The
Partnership has received approximately $260,146 of this outstanding balance, and
is expecting to receive another $388,763 as its final payment under the terms of
the financing agreement. As a result, the Partnership has provided an allowance
of $496,375 during the quarter ended June 30, 2004, for the remaining book value
of the financing.
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
substantially 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 leases, finance
receivables and residuals to ICON Receivables 1997-A LLC ("1997-A") for the
purpose of securitizing their cash flow collections. As of June 30, 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 of 1997-A for the six
months ended June 30, 2004 and 2003 are summarized
below:
Six Months Ended Six Months Ended
June 30, 2004 June 30, 2003
------------- -------------
Net income (loss) $ 37,436 $ (39,975)
================ =============
Partnership's share of
net income (loss) $ 6,666 $ (7,123)
================ =============
5. US Airways, Inc.
----------------
The Partnership's sole significant remaining asset is a de Havilland
DHC-8-102 aircraft (the "Aircraft") which is on lease with US Airways, Inc. ("US
Airways"). The Aircraft has a net book value of $1,070,202 as of June 30, 2004.
The Aircraft is subject to a Federal Aviation Administration required 40,000
hour airframe maintenance overhaul. It was anticipated that the potential
overhaul would not be required for a significant period of time, however, as a
result of a routine records check it was determined that the overhaul could be
due sooner than expected. The Aircraft cannot operate if the maintenance is not
preformed when required. As a result, the economic life of the Aircraft will be
shortened or its residual value diminished. Furthermore, 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 June
30, 2004 was $1,408,093. Management has determined that the current value of the
aircraft, including the potential maintenance upgrade, exceeds its carrying
value as of June 30, 2004 and no impairment currently exists.
During the six months ended June 30, 2004, the Partnership repaid $517,814
of the recourse debt with the proceeds received from L.P. Seven as described in
Note 3. The recourse debt is scheduled to mature on December 31, 2006, under an
amendment that took effect on March 1, 2004. The amended loan agreement requires
a monthly payment of $45,244, of which the Partnership will contribute $25,244
and the remainder of the debt service will be provided by the lease payment.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
June 30, 2004
Item 2. Manager'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 included in the
Partnership's annual report on Form 10-K notes dated December 31, 2003. Certain
statements within this document may constitute forward-looking statements within
the meaning 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. The
Partnership believes that the expectations reflected in such forward-looking
statements are based on reasonable assumptions. Any such forward-looking
statements are subject to risks and uncertainties and the Partnership's future
results of operations could differ materially from historical results or current
expectations. Some of these risks are discussed in this report, and include,
without limitation, fluctuations in oil and gas prices; level of fleet additions
by competitors and industry overcapacity; changing customer demands for
aircraft; acts of terrorism; unsettled political conditions, war, civil unrest
and governmental actions; and changes in environmental and labor laws. The
Partnership's actual results could differ materially from those anticipated by
such forward-looking statements due to a number of factors, some of which may be
beyond the Partnership's control, including, without limitation:
o changes in our industry, interest rates or the general economy;
o the degree and nature of our competition;
o availability of qualified personnel;
o cash flows from operating activities may be less than the Partnership's
current level of expenses;
o the financial condition of lessees; and
o lessee defaults.
a. Overview
The Partnership is an equipment leasing business formed on February 21,
1991 and which began active operations on September 13, 1991. The Partnership
was primarily engaged in the business of acquiring equipment subject to leases
and, to a lesser degree, acquiring ownership rights to items of leased equipment
at lease expiration.
The Partnership is currently in the final stages of its disposition period,
wherein it seeks to sell its assets in the ordinary course of business.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
June 30, 2004
The Partnership's current equipment portfolio consists of:
o A de Havilland DHC-8-102 aircraft subject to lease with US Airways, Inc.
which currently expires in October 2004. The cash portion of the purchase
price was $3,169,250 and there is currently $1,408,093 of recourse debt
remaining secured by this asset.
o Restaurant and brewing equipment that is subject to lease with Charlie and
Jake's Bar-B-Q, Inc. with an expiration date of January 14, 2006. At lease
expiration, the lessee will own the equipment. The equipment was purchased
for $274,771, and there is no related debt at June 30, 2004.
Substantially all of our recurring operating cash flows are generated from
the operations of the Charlie and Jake's Bar-B-Q lease. On a monthly basis, we
deduct the expenses related to the recurring operations of the portfolio from
such revenues and assess the amount of the remaining cash flows that will be
required to fund known re-leasing costs, equipment management costs, and general
and administrative costs.
Industry Factors
Our results continue to be impacted by the continued deterioration of the
air travel industry. The air travel industry is currently experiencing a
recession, and this has resulted in depressed sales prices for assets such as
the de Havilland DHC aircraft owned by the Partnership. Furthermore, US Airways,
Inc. continues to suffer financial difficulty, and its long-term viability is
questionable.
b. Results of Operations for the three months ended June 30, 2004 and 2003
Revenues for the three months ended June 30, 2004 (the "2004 Quarter") were
$119,797, representing a decrease of $17,584 from the quarter ended June 30,
2003 (the "2003 Quarter"). This decrease in revenues resulted primarily from a
decrease in rental income of $30,265, and a decrease in interest and other
income of $3,502 which was partially offset by increases in income from
investment in unconsolidated joint venture of $14,127 and finance income of
$2,404 during the 2004 Quarter. Rental income decreased due to the maturity of
the Partnership's lease with Champlain Cable Corp. in the third quarter 2003,
with underlying equipment sold upon maturity of the lease. The Partnership
recognized income of $40,000 on the US Airways lease as against $60,000 earned
in the 2003 Quarter. This reduction resulted from a suspension of the use of the
aircraft during the one month period negotiation for lease extension. The lease
was extended to October 2004.
Expenses for the 2004 Quarter were $678,579, representing an increase of
$533,184, as compared to the 2003 Quarter. The increase in expenses resulted
primarily from a provision for doubtful account of $496,375, in relationship to
a financing receivable from an affiliate (See Note 3 to the condensed
consolidated financial statements), an increase in general and administrative
expense of $42,575 due to increased filing fees and sales tax expenses (sales
tax expenses increased as a result of retroactive penalties and assessments),
amortization of debt fees of $20,000, and an increase in interest expense of
$20,464 due to debt restructuring. Partially offsetting these increases is a
decrease in depreciation expense of $20,230.
As a result of the foregoing factors, net loss for the 2004 Quarter and
2003 Quarter was $558,782 and $8,014, respectively. The net loss per weighted
average limited partnership unit outstanding was $1.39 and $0.02 for the 2004
Quarter and 2003 Quarter, respectively.
c. Results of Operation for the Six Months Ended June 30, 2004 and 2003
Revenues for the six months ended June 30, 2004 (the "2004 Period") were
$222,397, representing a decrease of $46,870 from the six months ended June 30,
2003 (the "2003 Period"). This decrease in revenues resulted primarily from a
decrease in rental income of $59,352, which was partially offset by an increase
in income from investment in joint venture of $13,789 during the 2004 Period.
Rental income decreased due to the maturity of the Partnership's lease with
Champlain Cable Corp. in the third quarter 2003.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
June 30, 2004
Expenses for the 2004 Period were $763,994, representing an increase of
$448,405, as compared to the 2003 Period. This increase in expenses resulted
primarily from a provision for bad debts of $496,375 relation to a financing
receivable from an affiliate (See Note 3 of the condensed consolidated financial
statements), an increase in general and administrative expense of $27,227 due to
increased sales tax expense, filing fees and professional services, and an
increase in interest expense of $17,261 due to additional interest on US
Airways' loan payments for the quarter. These increases were offset by a
decrease in depreciation expenses of $92,458 due primarily to the fact that the
Partnership had suspended depreciation in the first quarter of 2004 on the
aircraft on lease to US Airways, and the maturity of the Champlain Cable Corp.
lease in 2003 when the underlying equipment was sold. The Partnership had
suspended depreciation in the first quarter on the aircraft on lease to US
Airways due to an appraisal that valued the aircraft above the then carrying
value. The Partnership resumed depreciation based on the potential shortening of
the aircraft's economic life (See Note 5 of the condensed consolidated financial
statements).
As a result of the foregoing factors, net loss for the 2004 Period and 2003
Period was $541,597 and $46,322, respectively. The net loss per weighted average
limited partnership unit outstanding was $1.34 and $0.11 for the 2004 Period and
2003 Period, respectively.
d. Liquidity and Capital Resources
Cash Requirements
The Partnership has sufficient funds necessary to maintain current
operations. The Partnership expects to partially service the debt payment with
Transamerica with proceeds received from the sale of the equipment, relating to
a leveraged lease transaction of an affiliate, L.P. Seven. In addition, the
Partnership has been in discussions with US Airways regarding the possibility
that US Airways may extend the lease or purchase the aircraft at lease expiry.
Simultaneously, the Partnership has been speaking with the lender, Transamerica
Aviation, LLC, about restructuring the loan in conjunction with a sale or lease
extension.
Sources of Cash
Operations
For the six months ended June 30, 2004, the Partnership's primary source of
liquidity was cash collected on the lease with Charlie & Jake's at the rate of
$7,000 per month. In addition, the Partnership repaid a portion of its recourse
debt to Transamerica by $517,814 with proceeds received from the financing with
ICON Cash Flow Partners L.P. Seven ("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 the aircraft prior to
maturity or borrow against future cash flows.
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 expired
in July 2004. L.P. Seven exercised its right to prepay a portion of the
financing, and repaid $250,000 during 2002 and $604,716 during the six months
ended June 30, 2004. The outstanding balance of the receivable at June 30, 2004
of $1,145,284 is included in the caption "Investment in Financings." The
Partnership has received approximately $260,146 of this outstanding balance, and
is expecting to receive another $388,763. In addition, the Partnership has
provided an allowance of $496,375 during the quarter ended June 30, 2004, as the
Partnership will not realize any further proceeds from this investment.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
June 30, 2004
Financings and Recourse Borrowings
It is the Partnership's intention to negotiate a restructuring of the
recourse loan with Transamerica Aviation LLC in conjunction with a sale of the
Aircraft on lease to US Airways or an extension of the lease.
Distributions
The Partnership has not made a partner distribution since 2001, and it does
not anticipate making any in the future, until all assets are disposed of and
all remaining liabilities retired.
Risk Factors and Uncertainties
Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange Commission are risks and uncertainties that
could cause our actual results to differ materially from the results
contemplated by the forward-looking statements contained in this report and
other periodic statements we make including, but not limited to, the following:
o We may have difficulty remarketing the Partnership's aircraft. The de
Havilland DHC-8 Aircraft is powered by twin-turbo propeller engines and, as
such, is being replaced in the market by the faster, more efficient,
regional jets. Accordingly, the Partnership may have difficulty remarketing
the Aircraft for an amount sufficient to satisfy the outstanding loan
obligations of the Partnership.
e. Inflation and Interest Rates
Overall, we do not believe that inflation has had a material adverse impact
on our business or operating results during the period presented. We cannot give
assurance, however, that our business will not be affected by inflation in the
future.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
June 30, 2004
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.
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 attempts to manage 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 Chief Executive Officer and the Principal
Financial and Accounting 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 Chief Executive Officer and the Principal
Financial and Accounting 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 second 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 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 pending 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.
(b) Reports on Form 8-K - None
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
By its General Partner,
ICON Capital Corp.
August 16, 2004 /s/ Thomas W. Martin
- ------------------------- -------------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer of
the General Partner of the Partnership)
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 condensed consolidated 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 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)) 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) disclosed in this quarterly 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 General Partner
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the registrant'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 registrant's internal
controls over financial reporting.
Dated: August 16, 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 Financial 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 condensed consolidated 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 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)) 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) disclosed in this quarterly 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 General Partner
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control, are reasonably likely to materially
affect the registrant'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 registrant's internal
controls over financial reporting.
Dated: August 16, 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)
June 30, 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 (18 U.S.C.
1350), that, to the best of my knowledge and belief:
(1) the Quarterly Report on Form 10-Q for the period ended June 30, 2004 (the
"Periodic Report") which this statement accompanies fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m); and
(2) the 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: August 16, 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)
June 30, 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, (18 U.S.C. 1350), that, to the best of my knowledge
and belief:
(1) the Quarterly Report on Form 10-Q for the period ended June 30, 2004 (the
"Periodic Report") which this statement accompanies fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m); and
(2) the 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: August 16, 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