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, 2003
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission File Number 0-27902
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ICON Cash Flow Partners, L.P., Series D
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(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
March 31, December 31,
2003 2002
---- ----
Assets (unaudited)
------
Cash and cash equivalents $ 8,494 $ 116,095
----------- -----------
Investment in finance leases
Minimum rents receivable 1,263 4,082
----------- -----------
Investment in operating leases
Equipment, at cost 3,459,597 3,459,597
Accumulated depreciation (2,125,805) (2,059,577)
----------- -----------
1,333,792 1,400,020
----------- -----------
Investment in financings
Receivables due in installments 2,026,584 2,048,816
Unearned income (256,781) (304,051)
Allowance for doubtful accounts (25,000) (25,000)
----------- -----------
1,744,803 1,719,765
----------- -----------
Investment in unconsolidated joint venture 49,465 54,208
----------- -----------
Other assets, net 32,424 127,734
----------- -----------
Total assets $ 3,170,241 $ 3,421,904
=========== ===========
Liabilities and Partners' Equity
--------------------------------
Notes payable - non-recourse $ 1,960,214 $ 2,086,075
Security deposits, deferred credits and other payables 208,557 296,051
----------- -----------
Total liabilities 2,168,771 2,382,126
----------- -----------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (334,581) (334,198)
Limited partners (399,118 units outstanding,
$100 per unit original issue price) 1,336,051 1,373,976
----------- -----------
Total partners' equity 1,001,470 1,039,778
----------- -----------
Total liabilities and partners' equity $ 3,170,241 $ 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
For the Three Months Ended March 31,
(unaudited)
2003 2002
---- ----
Revenue
Rental income ....................... $ 89,087 $ 263,836
Finance income ...................... 47,270 45,805
Loss on sales of equipment .......... -- (11,105)
Loss from investment in joint venture (4,743) (4,113)
Interest and other income ........... 272 3,083
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Total revenues ...................... 131,886 297,506
--------- ---------
Expenses
Depreciation ........................ 66,228 102,175
Interest ............................ 56,284 64,806
General and administrative .......... 47,682 41,875
Amortization of initial direct costs -- 455
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Total expenses ...................... 170,194 209,311
--------- ---------
Net (loss) income ...................... $(38,308) $ 88,195
========= =========
Net (loss) income allocable to:
Limited partners .................... $ (37,925) $ 87,313
General Partner ..................... (383) 882
--------- ---------
$ (38,308) $ 88,195
========= =========
Weighted average number of limited
partnership units outstanding ....... 399,118 399,118
========= =========
Net (loss) income per weighted average
limited partnership unit ............ $ (.10) $ .22
========= =========
See accompanying notes to condensed consolidated financial statements.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Condensed Consolidated Statements of Changes in Partners' Equity
For the Three Months Ended March 31, 2003
(unaudited)
Limited General
Partners Partner Total
Balance at January 1, 2003 $ 1,373,976 $ (334,198) $ 1,039,778
Net loss (37,925) (383) (38,308)
----------- ----------- -----------
Balance at March 31, 2003 $ 1,336,051 $ (334,581) $ 1,001,470
=========== =========== ===========
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)
2003 2002
---- ----
Cash flows from operating activities:
Net (loss) income $ (38,308) $ 88,195
--------- ---------
Adjustments to reconcile net (loss) income to net
cash used in operating activities:
Interest expense on non-recourse financing paid directly
to lenders by lessees 56,284 64,806
Depreciation 66,228 102,175
Finance income portion of receivables paid directly to
lenders by lessees -- (35,075)
Rental income paid directly to lenders by lessees (85,333) (172,333)
Loss from investment in unconsolidated joint venture 4,743 4,113
Amortization of initial direct costs -- 455
Loss on sales of equipment -- 11,105
Changes in operating assets and liabilities:
Non-financed receivables (22,219) 64,980
Other assets 95,310 2,602
Security deposits, deferred credits and other payables (87,494) (177,802)
Other -- (20,233)
--------- ---------
Total adjustments 27,519 (155,207)
--------- ---------
Net cash used in operating activities (10,789) (67,012)
--------- ---------
Cash flows from investing activities:
Proceeds from sales of equipment -- 522
--------- ---------
Cash flow from financing activities:
Repayments of notes payable - non-recourse (96,812) --
--------- ---------
Net decrease in cash and cash equivalents (107,601) (66,490)
Cash and cash equivalents at beginning of period 116,095 74,127
--------- ---------
Cash and cash equivalents at end of period $ 8,494 $ 7,637
========= =========
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 (Continued)
Supplemental Disclosures of Cash Flow Information
During the three months ended March 31, 2003 and 2002, non-cash activities
included the following:
2003 2002
---- ----
Rental income assigned to operating
lease receivable $ 85,333 $ 172,333
Principal and interest on non-recourse financing
paid directly by lessees (85,333) (172,333)
--------- ---------
$ -- $ --
========= =========
Interest expense of $56,284 and $64,806 for the three months ended March
31, 2003 and 2002 consisted of interest expense on non-recourse financing paid
or accrued 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, 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.
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 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 March 31, 2003 and 2002, 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.
In 1997, the Partnership financed a portion of the free cash flow relating
to a leveraged 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 March 31, 2003 of $1,750,000 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
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).
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"), ICON Cash Flow Partners L.P. Seven ("L.P. Seven") contributed
and assigned equipment lease and finance receivables and residuals to ICON
Receivables 1997-A 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 March 31, 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 financial position of 1997-A as of March
31, 2003 and December 31, 2002 and results of operations for the quarters ended
March 31, 2003 and 2002 are summarized as follows:
March 31, 2003 December 31, 2002
-------------- -----------------
Assets $768,393 $694,761
======== ========
Liabilities $490,652 $390,389
======== ========
Equity $277,741 $304,372
======== ========
Partnership's share of equity $ 49,465 $ 54,208
======== ========
For the Three For the Three
Months Ended Months Ended
March 31, 2003 March 31, 2002
-------------- --------------
Net loss $(26,631) $(23,095)
========= ========
Partnership's share of net loss $ (4,743) $ (4,113)
========= ========
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
Notes to Condensed Consolidated Financial Statements - Continued
5. US Airways, Inc.
One of the Partnership's significant remaining assets is a DeHavilland
DHC-8-102 aircraft which is subject to a lease with US Airways, Inc. ("US Air").
The aircraft has a carrying value of $1,290,202 at March 31, 2003, and the
related lease is scheduled to expire in the fourth quarter of 2003. The aircraft
is subject to non-recourse financing and the lease payments are remitted
directly by US Air to the Partnership. The Partnership in turn remits the
monthly payments to the lender to reduce the loan balance. If all payments are
made as scheduled, the loan would have a final balloon payment due at
termination date of the lease of $2.1 million.
On August 11, 2002, US Air filed for bankruptcy protection under Chapter 11
of the United States Bankruptcy Code and was delinquent in its rental payments
from June 2002 through December 2002. During the third and fourth quarter of
2002, the Partnership paid the lender the scheduled note payments due.
Management has negotiated new terms with US Air regarding the revised
rental schedule for the remaining lease term. The revised schedule calls for
lower rentals beginning August 11, 2002. While the Partnership has accrued
rental income for the six months ended December 31, 2002 at the current rental
rate of $49,000 per month, the Partnership has fully reserved for all unpaid
rentals for the period prior to August 11, 2002 and has provided an additional
allowance for rentals since August 11, 2002. In the aggregate, the Partnership
has recorded a provision of $201,000 during the year ended December 31, 2002 for
uncollected rentals due from US Air. US Air paid the Partnership $20,000 per
month for the period from and including August 11, 2002 totaling $96,812, in
accordance with the amended lease term agreement dated December 23, 2002. The
Partnership paid this amount to the lender in January 2003. The Partnership
obtained an appraisal of the aircraft during 2002, which indicated that no
impairment provision was required. US Air is currently in compliance with the
new lease terms and has paid all monthly rents through April 2003. Subsequent to
the quarter ended March 31, 2003, US Air has emerged from bankruptcy.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
March 31, 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 March 31, 2003 and 2002
Revenues for the three months ended March 31, 2003 ("2003 Quarter") were
$131,886, representing a decrease of $165,620 from the quarter ended March 31,
2002 ("2002 Quarter"). The decrease in revenues resulted primarily from a
decrease in rental income of $174,749, which was offset by losses from sales of
equipment of $11,105 during the 2002 Quarter.
Expenses for the 2003 Quarter were $170,194, representing a decrease of
$39,117 compared to the 2002 Quarter. The decrease in expenses resulted
primarily from a decrease in depreciation expense of $35,947 due to the
restructuring of US Air's lease terms effective January 3, 2003 and a decrease
in interest expense of $8,522 due to a decrease in the average debt outstanding.
Net (loss) income for the 2003 Quarter and 2002 Quarter was ($38,308) and
$88,195, respectively. The net (loss) income per weighted average limited
partnership unit outstanding was ($.10) and $.22 for the 2003 Quarter and 2002
Quarter, respectively.
Liquidity and Capital Resources
The Partnership used its available cash to fund cash used in operations of
$10,789 in the 2003 Quarter. 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
anticipates that it will begin receiving cash rentals from a three year lease
renewal that commenced in January 2002 upon the repayment of a related residual
sharing obligation, which is scheduled to be repaid in the second quarter of
2003. The Partnership's cash flow may be less than the Partnership's current
level of expenses. To the extent that cash flow is insufficient to pay such
expenses, the Partnership may be required to sell assets prior to maturity or
borrow against future cash flows.
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. There were no cash
distributions to the limited partners for the 2003 Quarter.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
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 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
Beaufort J.B. Clarke and Thomas W. Martin, the Principal Executive and
Principal Financial Officers, respectively, of ICON Capital Corp. ("ICC"), the
General Partner of the Partnership, have evaluated the disclosure controls and
procedures of the Partnership within 90 days prior to the filing of this
quarterly report. As used herein, the term "disclosure controls and procedures"
has the meaning given to the term by Rule 13a-14 under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), and includes the controls and other
procedures of the Partnership that are designed to ensure that information
required to be disclosed by the Partnership in the reports that it files with
the SEC under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. As part of their
evaluation, Messrs. Clarke and Martin conferred with the finance and accounting
staff of ICC and the finance and accounting staff of ICON Holdings Corp., the
parent of ICC. 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 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
Form 8-K filed on February 5, 2003
Item 4. Changes in Registrant's Certifying Accountant
(c) Exhibits
99.1 Certification of Chairman and Chief Executive Officer pursuant to 18
U.S.C.ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
99.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer pursuant to 18 U.S.C.ss.1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
ICON Cash Flow Partners, L.P., Series D
(A Delaware Limited Partnership)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ICON CASH FLOW PARTNERS, L.P., SERIES D
File No. 33-40044 (Registrant)
By its General Partner,
ICON Capital Corp.
May 12, 2003 /s/ Thomas W. Martin
- ------------------------------ -------------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the General Partner of the Registrant)
Certifications - 10-Q
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Cash Flow
Partners, L.P., Series D;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May 12, 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
I, Thomas W. Martin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Cash Flow
Partners, L.P., Series D;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May 12, 2003
/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, 2003
EXHIBIT 99.1
I, Beaufort J.B. Clarke, Chairman and Chief Executive Officer of ICON
Capital Corp, the sole General Partner of ICON Cash Flow Partners, L.P., Series
D, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended March 31, 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: May 12, 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)
March 31, 2003
EXHIBIT 99.2
I, Thomas W. Martin, Executive Vice President (Principal Financial and
Accounting Officer) of ICON Capital Corp, the sole General Partner of ICON Cash
Flow Partners, L.P., Series D, certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended March 31, 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: May 12, 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