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Exhibit 99.1


 
 
INCOME FUND
 
TEN, LLC
 

 

 

 

 

 

 

 

 

 

 

 
PORTFOLIO OVERVIEW
 
FIRST QUARTER
 
2011


 
 

 

Letter from the CEOs                                                                                                                                           As of June 8, 2011


Dear investor in ICON Income Fund Ten, LLC:

We write to briefly summarize our activity for the first quarter of 2011.  A more detailed analysis, which we encourage you to read, is contained in our Form 10-Q.  Our Form 10-Q and our other quarterly, annual, and current reports are available in the Investor Relations section of our website, www.iconinvestments.com.

Fund Ten entered its liquidation period on May 1, 2010.  During the liquidation period, distributions generated from net rental and loan income and proceeds from equipment sales generally fluctuate as remaining leases and loans come to maturity or equipment is sold.  During the first quarter of 2011, we made distributions in the aggregate amount of $1,565,672.

Among the assets we own are 35.70% interests in two Aframax product tankers, the M/V Eagle Carina and the M/V Eagle Corona, that are bareboat chartered to AET Inc. Limited, a leading worldwide petroleum shipping company.  The bareboat charters are set to expire in November 2013.

On March 29, 2011, Fund Ten sold its portfolio of remaining leases with various United Kingdom lessees to Key Finance Group Limited for approximately $128,000.  The majority of the portfolio was comprised of manufacturing and technology equipment, including laptops, desktops and printers.
 
 
We invite you to read through our portfolio overview on the pages that follow for a more detailed explanation of the above described investments.  As always, thank you for entrusting ICON with your investment assets.

Sincerely,

 
   
Michael A. Reisner
   
Mark Gatto
Co-President and Co-Chief Executive Officer
   
Co-President and Co-Chief Executive Officer


 
 

 
 
 
ICON Income Fund Ten, LLC

First Quarter 2011 Portfolio Overview

 
 
We are pleased to present ICON Income Fund Ten, LLC’s (the “Fund”) Portfolio Overview for the first quarter of 2011.  References to “we,” “us,” and “our” are references to the Fund, and references to the “Manager” are references to the manager of the Fund, ICON Capital Corp.
 
The Fund
 
We raised approximately $150,000,000 commencing with our initial offering on June 2, 2003 through the closing of the offering on April 5, 2005.
 
On May 1, 2010, we entered our liquidation period, which is expected to continue for several years.  During the liquidation period, we began the gradual, orderly termination of the Fund’s operations and affairs, and liquidation or disposition of its equipment, leases and financing transactions.
 
Additionally, during the liquidation period you will receive distributions that are generated from net rental and loan income or equipment sales when realized.  In some months, the distribution may be larger than the current distribution, in some months the distribution may be smaller, and in some months there may not be any distribution.
 
Recent Transaction
 
·  
On April 29, 2011, we sold the cranes on lease to WPS, Inc. to Louisiana Machinery Company, LLC for $329,000.  We received a gross cash-on-cash return of approximately 191.17% in rental and sale proceeds related to this investment.
 
Portfolio Overview
 
Our portfolio consists of investments that we have made directly, as well as those that we have made with our affiliates.  As of March 31, 2011, our portfolio consisted primarily of the following investments.
 
·  
A 95,639 DWT (deadweight tonnage) Aframax product tanker, the M/V Eagle Carina (“Eagle Carina”), which was purchased from Aframax Tanker II AS by ICON Eagle Carina Pte. Ltd., a wholly-owned subsidiary of ICON Eagle Carina Holdings, LLC, a joint venture owned 35.70% by us and 64.30% by ICON Leasing Fund Twelve, LLC, an entity also managed by our Manager (“Fund Twelve”).  The Eagle Carina was acquired for $39,010,000, comprised of $12,010,000 in cash and $27,000,000 in a non-recourse loan.  The Eagle Carina is subject to an eighty-four month bareboat charter with AET, Inc. Limited (“AET”) that expires on November 14, 2013.
 
·  
A 95,634 DWT (deadweight tonnage) Aframax product tanker, the M/V Eagle Corona (“Eagle Corona”), which was purchased from Aframax Tanker II AS by ICON Eagle Corona Pte. Ltd., a wholly-owned subsidiary of ICON Eagle Corona Holdings, LLC, a joint venture owned 35.70% by us and 64.30% by Fund Twelve.  The Eagle Corona was acquired for $41,270,000, comprised of $13,270,000 in cash and $28,000,000 in a non-recourse loan.  The Eagle Corona is subject to an eighty-four month bareboat charter with AET that expires on November 14, 2013.
 
 
 
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·  
Four promissory notes (the “Notes”) that are secured by an underlying pool of leases for point of sale equipment. The Notes were purchased at a significant discount and we received an assignment of the underlying Master Loan and Security Agreement, dated July 28, 2006.  The aggregate purchase price for the Notes was approximately $31,573,000.  Our share of the purchase price was approximately $3,868,000.  Interest on the Notes accrues at rates ranging from 9.47% to 9.90% per year and the Notes are scheduled to mature at various dates between December 15, 2011 and February 15, 2013.  On January 1, 2011, we exchanged our 12.25% ownership interest in a joint venture that owned the Notes for an assignment of our proportionate share of the future cash flows from the Notes.

·  
Hospital bedside entertainment and communication terminals that were subject to lease with Premier Telecom Contracts Limited (“Premier”).  The terminals are installed in several National Health Service hospitals throughout the United Kingdom.  Premier is one of four companies in the United Kingdom to receive the right to install and operate the equipment in hospitals, and it has the exclusive right to install and operate the equipment in thirteen hospitals.  We, through our wholly-owned subsidiary, ICON Premier, LLC (“ICON Premier”), purchased the equipment for approximately $13,945,000 and the lease was scheduled to expire on December 31, 2012.  On January 30, 2009, ICON Premier restructured its lease financing with Premier in exchange for control of the parent company of Premier, Pretel Group Limited (“Pretel”), until such time as ICON Premier receives the expected return on its investment.  On December 31, 2010, ICON Premier terminated its lease financing with Premier in consideration for shares in Pretel equal to the outstanding balance of the lease financing.  In January 2011, ICON Premier sold 25% of Pretel to its new Chief Executive Officer for £100,000. This sale consisted of 25% of the voting rights of Pretel, including 25% of the existing equity at the close of the sale.
 
·  
Two 3,350 TEU (twenty-foot equivalent unit) container vessels, the M/V Dubai Star, (the “Dubai Star,” f/k/a the M/V ZIM Korea) and the M/V China Star (the “China Star,” f/k/a the M/V ZIM Canada), that are subject to bareboat charters with ZIM Integrated Shipping Services, Ltd.  The purchase price for the two vessels was approximately $70,700,000, comprised of approximately $18,400,000 in cash and approximately $52,300,000 in non-recourse loans.  The bareboat charters for the vessels were each scheduled to expire in June 2009.  On July 1, 2008, the bareboat charters were extended until June 30, 2014.  On July 1, 2009, we, through our wholly-owned subsidiaries, ICON Containership I, LLC (“ICON Containership I”) and ICON Containership II, LLC (“ICON Containership II”), satisfied all of the non-recourse loan obligations with respect to the vessels by repaying the balance due in the amount of $1,350,695, consisting of principal and interest outstanding as of such date.  As a result, all charter hire payments are being paid directly to ICON Containership I and ICON Containership II.  On October 30, 2009, ICON Containership I and ICON Containership II amended the bareboat charters for the Dubai Star and the China Star to restructure each respective charterer’s payment obligations.    The charter for the China Star was extended from June 30, 2014 to March 31, 2017 and the charter for the Dubai Star was extended from June 30, 2014 to March 31, 2016. The purpose of the restructuring was to provide the charterer with additional flexibility while at the same time attempting to preserve our projected economic return on our investment.
 
·  
A 49% interest in one 98,507 DWT (deadweight tonnage) Aframax product tanker – the M/T Mayon Spirit (the “Mayon Spirit”).  We acquired our interest in the vessel through a joint venture with Fund Twelve.  The purchase price of the Mayon Spirit was approximately $40,250,000, comprised of approximately $15,312,000 in cash, paid in the form of a capital contribution to the joint venture, and a non-recourse loan in the amount of approximately $24,938,000. Simultaneously with the purchase of the Mayon Spirit, the vessel was bareboat chartered back to an affiliate of Teekay Corporation for a term of forty-eight months, which is scheduled to expire in July 2011.  We acquired our interest in the Mayon Spirit for approximately $7,548,000 in cash.
 
 
 
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Unguaranteed Residual Interests
 
We entered into an agreement with Summit Asset Management Limited to acquire a 75% interest in the unguaranteed residual values of a portfolio of equipment on lease with various lessees in the United Kingdom for approximately $2,843,000. The majority of the portfolio is comprised of information technology equipment, including laptops, desktops, and printers.  All of the leases expired at various dates through August 2009, but continue to be renewed in accordance with their terms. For the first quarter of 2011, we did not receive any residual proceeds from the sale of equipment.  Our target return on this investment has been achieved and we still expect to receive residual proceeds from this portfolio.

Revolving Line of Credit
 
As of March 31, 2011, the Fund and certain entities managed by our Manager (collectively, the “Borrowers”) were party to a Commercial Loan Agreement, as amended (the “Loan Agreement”), with California Bank & Trust.  On May 10, 2011, the Loan Agreement was terminated.

Transactions with Related Parties
 
Our Manager performs certain services relating to the management of our equipment leasing and other financing activities.  Such services include, but are not limited to, the collection of lease payments from the lessees of the equipment or loan payments from borrowers, re-leasing services in connection with equipment which is off-lease, inspections of the equipment, liaising with and general supervision of lessees and borrowers to ensure that the equipment is being properly operated and maintained, monitoring performance by the lessees and borrowers of their obligations under the leases and loans and the payment of operating expenses.
 
Administrative expense reimbursements were costs incurred by our Manager or its affiliates that were necessary to our operations.  These costs included our Manager’s and its affiliates’ legal, accounting, investor relations, and operations personnel costs, as well as professional fees and other costs that were charged to us based upon the percentage of time such personnel dedicated to us.  Excluded were salaries and related costs, office rent, travel expenses, and other administrative costs incurred by individuals with a controlling interest in our Manager.
 
Our Manager also has a 1% interest in our profits, losses, cash distributions, and liquidation proceeds.  We paid distributions to our Manager in the amount of $15,657 for the three months ended March 31, 2011.  Additionally, our Manager’s interest in our net loss was $35,773 for the three months ended March 31, 2011.
 
Fees and other expenses paid or accrued by us to our Manager or its affiliates were as follows:

   
Three Months Ended March 31,
 
 Entity
 
 Capacity
 
 Description
 
2011
   
2010
 
 ICON Capital Corp.
 
 Manager
 
 Management fees (1)
  $ 125,094     $ 229,085  
 ICON Capital Corp.
 
 Manager
 
 Administrative expense reimbursements (1)
    167,363       195,927  
    $ 292,457     $ 425,012  
                 
 (1)  Amount charged directly to operations.
 
At March 31, 2011, we had an obligation of $117,363 due to our Manager and affiliates for administrative expense reimbursements.

Your participation in the Fund is greatly appreciated.
 
We are committed to protecting the privacy of our investors in compliance with all applicable laws. Please be advised that, unless required by a regulatory authority such as FINRA or ordered by a court of competent jurisdiction, we will not share any of your personally identifiable information with any third party.
 
 
 
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ICON Income Fund Ten, LLC
 
(A Delaware Limited Liability Company)
 
Consolidated Balance Sheets
 
   
Assets
 
   
   
March 31,
       
   
2011
   
December 31,
 
   
(unaudited)
   
2010
 
 Current assets:
           
 Cash and cash equivalents
  $ 3,797,674     $ 2,740,590  
 Current portion of net investment in finance leases
    -       616,088  
 Current portion of notes receivable
    623,294       -  
 Service contracts receivable
    361,118       441,742  
 Equipment held for sale
    23,393       23,393  
 Other current assets
    674,299       845,417  
                 
 Total current assets
    5,479,778       4,667,230  
                 
 Non-current assets:
               
 Net investment in finance leases, less current portion
    37,041,918       35,901,863  
 Leased equipment at cost (less accumulated depreciation of
               
      $916,104 and $900,124, respectively)
    2,135       18,115  
 Fixed assets (less accumulated depreciation of
               
      $4,444,466 and $3,909,365, respectively)
    2,522,162       2,804,715  
 Notes receivable, less current portion
    335,799       -  
 Investments in joint ventures
    17,928,821       24,531,251  
 Investments in unguaranteed residual values
    -       128,368  
 Other non-current assets, net
    48,453       83,213  
                 
 Total non-current assets
    57,879,288       63,467,525  
                 
 Total Assets
  $ 63,359,066     $ 68,134,755  
                 
Liabilities and Equity
 
                 
 Current liabilities:
               
 Due to Manager and affiliates
  $ 117,363     $ 171,156  
 Accrued expenses and other current liabilities
    1,841,164       2,023,237  
                 
 Total Liabilities
    1,958,527       2,194,393  
                 
 Commitments and contingencies
               
                 
 Equity:
               
 Members' Equity:
               
    Additional Members
    62,913,980       68,395,072  
    Manager
    (676,937 )     (621,572 )
    Accumulated other comprehensive loss
    (1,732,312 )     (1,964,780 )
                 
 Total Members' Equity
    60,504,731       65,808,720  
                 
 Noncontrolling Interests
    895,808       131,642  
                 
 Total Equity
    61,400,539       65,940,362  
                 
 Total Liabilities and Equity
  $ 63,359,066     $ 68,134,755  

 
 
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ICON Income Fund Ten, LLC
 
(A Delaware Limited Liability Company)
 
Consolidated Statements of Operations
 
(unaudited)
 
   
   
   
Three Months Ended March 31,
 
   
2011
   
2010
 
 Revenue:
           
 Rental income
  $ 160,197     $ 2,139,836  
 Finance income
    1,520,305       1,344,221  
 Servicing income
    1,248,347       1,489,289  
 (Loss) income from investments in joint ventures
    (4,509,963 )     695,302  
 Net gain on sales of equipment and unguaranteed residual values
    588,889       194,607  
 Interest and other income
    95,837       39,582  
                 
 Total revenue
    (896,388 )     5,902,837  
                 
 Expenses:
               
 Management fees - Manager
    125,094       229,085  
 Administrative expense reimbursements - Manager
    167,363       195,927  
 General and administrative
    1,943,538       1,500,109  
 Interest
    6,348       8,578  
 Depreciation and amortization
    402,508       1,657,130  
                 
 Total expenses
    2,644,851       3,590,829  
                 
 Net (loss) income
    (3,541,239 )     2,312,008  
                 
 Less: Net income attributable to noncontrolling interests
    36,032       103,181  
                 
 Net (loss) income attributable to Fund Ten
  $ (3,577,271 )   $ 2,208,827  
                 
 Net (loss) income attributable to Fund Ten allocable to:
               
 Additional Members
  $ (3,541,498 )   $ 2,186,739  
 Manager
    (35,773 )     22,088  
                 
    $ (3,577,271 )   $ 2,208,827  
                 
 Weighted average number of additional
               
 shares of limited liability company interests outstanding
    148,211       148,211  
                 
 Net (loss) income attributable to Fund Ten per weighted
               
 average additional share of limited liability company interests outstanding
  $ (23.89 )   $ 14.75  

 
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ICON Income Fund Ten, LLC
 
(A Delaware Limited Liability Company)
 
Consolidated Statement of Changes in Equity
 
   
   
   
Members' Equity
       
                     
 
                   
   
Additional Shares
               
 
   
 
             
   
of Limited Liability
   
 
         
Accumulated
Other
   
Total
   
 
   
 
 
   
Company Interests
   
Additional
Members
   
Manager
   
Comprehensive
Loss
   
Members'
Equity
   
Noncontrolling
Interests
   
Total
Equity
 
Balance, December 31, 2010
    148,211     68,395,072     (621,572 )   (1,964,780 )   65,808,720     131,642     65,940,362  
                                                         
Comprehensive income:
                                                       
     Net (loss) income
    -       (3,541,498 )     (35,773 )     -       (3,577,271 )     36,032       (3,541,239 )
     Change in valuation of interest
                                                       
    rate swap contracts
    -       -       -       90,447       90,447       -       90,447  
     Currency translation adjustments
    -       -       -       142,021       142,021       -       142,021  
            Total comprehensive income
                            232,468       (3,344,803 )     36,032       (3,308,771 )
Stock based compensation in subsidiary
     -       221,553       2,238        -       223,791       74,597       298,388  
Investment by noncontrolling interest in subsidiary
     -       (611,132 )     (6,173 )      -       (617,305 )     775,944       158,639  
Cash distributions
    -       (1,550,015 )     (15,657 )     -       (1,565,672 )     (122,407 )     (1,688,079 )
 
                                                       
Balance, March 31, 2010 (unaudited)
    148,211     $ 62,913,980     $ (676,937 )   $ (1,732,312 )   $ 60,504,731     $ 895,808     $ 61,400,539  

 
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ICON Income Fund Ten, LLC
 
(A Delaware Limited Liability Company)
 
Consolidated Statements of Cash Flows
 
(unaudited)
 
   
   
   
Three Months Ended March 31,
 
   
2011
   
2010
 
 Cash flows from operating activities:
           
 Net (loss) income
  $ (3,541,239 )   $ 2,312,008  
 Adjustments to reconcile net (loss) income to net cash
               
  provided by operating activities:
               
 Finance income
    (1,520,305 )     (1,344,221 )
 Loss (income) from investments in joint ventures
    4,509,963       (695,302 )
 Net gain on sales of equipment and unguaranteed residual values
    (588,889 )     (194,607 )
 Depreciation and amortization
    402,508       1,657,130  
 Stock based compensation
    298,388       -  
 Loss on financial instruments
    2,740       1,789  
 Changes in operating assets and liabilities:
               
 Collection of finance leases
    996,338       378,900  
 Service contracts receivable
    45,699       (31,884 )
 Other assets, net
    822,161       (17,370 )
 Deferred revenue
    -       14,630  
 Due to/from Manager and affiliates, net
    (54,332 )     (7,414 )
 Accrued expenses and other current liabilities
    (191,809 )     (153,416 )
 Distributions from joint ventures
    363,440       182,341  
                 
 Net cash provided by operating activities
    1,544,663       2,102,584  
                 
 Cash flows from investing activities:
               
 Proceeds from sales of equipment and unguaranteed residual values
    128,368       455,140  
 Repayments of note receivable
    247,072       -  
 Purchase of equipment
    -       (3,236 )
 Distributions received from joint ventures in excess of profits
    568,060       860,075  
                 
 Net cash provided by investing activities
    943,500       1,311,979  
                 
 Cash flows from financing activities:
               
 Proceeds from revolving line of credit, recourse
    -       700,000  
 Repayments of revolving line of credit, recourse
    -       (100,000 )
 Proceeds from sale of subsidiary shares
    158,639       -  
 Cash distributions to members
    (1,565,672 )     (3,218,731 )
 Distributions to noncontrolling interests
    (122,407 )     (418,868 )
                 
 Net cash used in financing activities
    (1,529,440 )     (3,037,599 )
                 
 Effects of exchange rates on cash and cash equivalents
    98,361       (60,210 )
                 
 Net increase in cash and cash equivalents
    1,057,084       316,754  
 Cash and cash equivalents, beginning of the period
    2,740,590       2,428,058  
                 
 Cash and cash equivalents, end of the period
  $ 3,797,674     $ 2,744,812  
 
 
 
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ICON Income Fund Ten, LLC
 
(A Delaware Limited Liability Company)
 
Consolidated Statements of Cash Flows
 
(unaudited)
 
   
   
Three Months Ended March 31,
 
   
2011
   
2010
 
 Supplemental disclosure of non-cash investing and financing activities:
           
 Transfer from leased equipment at cost to net investment in finance leases
  $ -     $ 2,440,135  
 Exchange of investment in joint venture for notes receivable
  $ 1,251,414     $ -  
 

 
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Forward-Looking InformationCertain statements within this document may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”).  These statements are being made pursuant to the PSLRA, with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by law, we assume no obligation to update or supplement such statements.  Forward-looking statements are those that do not relate solely to historical fact.  They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events.  You can identify these statements by the use of words such as “may,” “will,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,” “intend,” “predict” or “project” and variations of these words or comparable words or phrases of similar meaning.  These forward-looking statements reflect our current beliefs and expectations with respect to future events and are based on assumptions and are subject to risks and uncertainties and other factors outside our control that may cause actual results to differ materially from those projected.  We undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
 
Additional Required Disclosure
 
To fulfill our promises to you we are required to make the following disclosures when applicable:
 
A detailed financial report on SEC Form 10-Q or 10-K (whichever is applicable) is available to you.  It is typically filed either 45 or 90 days after the end of a quarter or year, respectively.  Usually this means a filing will occur on or around March 31, May 15, August 15, and November 15 of each year.  It contains financial statements and detailed sources and uses of cash plus explanatory notes.  You are always entitled to these reports.  Please access them by:

 
·  
Visiting www.iconinvestments.com
 
or
 
·  
Visiting www.sec.gov
 
or
 
·  
Writing us at:  Angie Seenauth c/o ICON Capital Corp., 120 Fifth Avenue, 8th Floor, New York, NY 10011
 
We do not distribute these reports to you directly in order to keep our expenses down as the cost of mailing this report to all investors is significant.  Nevertheless, the reports are immediately available upon your request.



 
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