10-Q 1 seriesd.txt 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 -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 100 Fifth Avenue, New York, New York 10011-1505 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (212) 418-4700 -------------------------------------------------------------------------------- Registrant's telephone number, including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [x] Yes [ ] No Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). [ ] Yes [x] No PART I - FINANCIAL INFORMATION Item 1. Financial Statements ICON Cash Flow Partners, L.P., Series D (A Delaware Limited Partnership) Condensed Consolidated Balance Sheets (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)

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)

(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:

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

ICON CASH FLOW PARTNERS L P SERIES D 10-Q