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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2004
--------------------------------------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the transition period from ________________________ to ____________________
Commission File Number 000-50654
ICON Income Fund Ten, LLC
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 35-2193184
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
100 Fifth Avenue, 10th floor, New York, New York 10011
- --------------------------------------------------------------------------------
(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 Rule 12b-2 of the Exchange Act). [ ] Yes [x] No
PART I - FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
- -----------------------------
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
Condensed Consolidated Balance Sheets
(unaudited)
March 31, December 31,
2004 2003
---- ----
Assets
------
Cash and cash equivalents $ 6,545,349 $ 15,908,041
Investments in operating leases
Equipment at cost 24,166,803 2,880,000
Accumulated depreciation (383,990) (219,423)
-------------- -------------
23,782,813 2,660,577
Escrow deposit 18,400,000 -
Equipment held for sale or lease, net 624,312 665,321
Prepaid service fees, net 2,244,030 1,417,995
Due from Manager and affiliates, net 194,867 38
-------------- -------------
Total assets $ 51,791,371 $ 20,651,972
============== =============
Liabilities and Members' Equity
-------------------------------
Notes payable - non-recourse $ 17,672,027 $ -
Security deposits and other liabilities 250,321 233,524
Refunds payable - 203,000
Due to Manager - 50,159
Minority interest in consolidated joint venture 1,028,910 -
-------------- -------------
Total liabilities 18,951,258 486,683
-------------- --------------
Commitments and Contingencies
Members' equity
Manager (one share outstanding, $1,000 per share original issue price) (13,389) (3,092)
Additional members (39,605.640 and 23,784.330 shares outstanding,
$1,000 per share original issue price) 32,853,502 20,168,381
-------------- -------------
Total members' equity 32,840,113 20,165,289
-------------- -------------
Total liabilities and members' equity $ 51,791,371 $ 20,651,972
============== =============
See accompanying notes to condensed consolidated financial statements.
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
Condensed Consolidated Statement of Operations
For the Three Months Ended March 31, 2004
(unaudited)
Revenues
Rental income $ 275,871
--------------
Total revenues 275,871
--------------
Expenses
Depreciation expense 205,576
Amortization of prepaid service fees 202,350
Management fees - Manager 122,966
Administrative expense reimbursements - Manager 190,574
General and administrative 19,108
Total expenses 740,574
--------------
Net loss $ (464,703)
==============
Net loss allocable to:
Managing member $ (4,647)
Additional members (460,056)
--------------
$ (464,703)
==============
Weighted average number of additional member
shares outstanding 31,108
==============
Net loss per weighted average additional
member shares $ (14.79)
==============
See accompanying notes to condensed consolidated financial statements.
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
Condensed Consolidated Statement of Changes in Members' Equity
For the Three Months Ended March 31, 2004
(unaudited)
Additional Members Distributions
--------------------------------
Return of Investment Additional Managing
Capital Income Members Member Total
------- ------ ------- ------ -----
(Per weighted average share)
Balance at January 1, 2004 $ 20,168,381 $ (3,092) $ 20,165,289
Proceeds from issuance of additional
members shares (15,821.31 shares) 15,821,310 - 15,821,310
Sales and offering expenses (2,116,737) - (2,116,737)
Cash distributions to members $ 17.98 $ - (559,396) (5,650) (565,046)
Net loss (460,056) (4,647) (464,703)
--------------- ------------ --------------
Balance at March 31, 2004 $ 32,853,502 $ (13,389) $ 32,840,113
=============== ============ ===============
See accompanying notes to condensed consolidated financial statements.
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
Condensed Consolidated Statement of Cash Flows
For The Three Months Ended March 31, 2004
(unaudited)
Cash flows from operating activities:
Net loss $ (464,703)
--------------
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation expense 205,576
Amortization of prepaid service fees 202,350
Changes in operating assets and liabilities:
Due from Manager and affiliates, net (194,829)
Security deposits and other liabilities 4,297
Refunds payable (203,000)
Due to Manager (50,159)
--------------
Total adjustments (35,765)
--------------
Net cash used in operating activities (500,468)
--------------
Cash flows from investing activities:
Investment in equipment (3,602,276)
Escrow deposit made (18,400,000)
Services fees paid (1,028,385)
--------------
Net cash used in investing activities (23,030,661)
---------------
Cash flows from financing activities:
Issuance of additional membership shares, net
of sales and offering expenses paid 13,704,573
Cash distributions to members (565,046)
Minority interest contribution 1,028,910
---------------
Net cash provided by financing activities 14,168,437
--------------
Net decrease in cash and cash equivalents (9,362,692)
Cash and cash equivalents at beginning of period 15,908,041
--------------
Cash and cash equivalents at end of period $ 6,545,349
==============
(Continued on next page)
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
Condensed Consolidated Statement of Cash Flows (Continued)
For The Three Months Ended March 31, 2004
(unaudited)
Supplemental Disclosures of Cash Flow Information
- -------------------------------------------------
For the period ended March 31, 2004, non-cash activities included the following:
Non-cash portion of equipment purchased $ 17,684,527
Other liabilities assumed in purchase price (12,500)
Non-recourse notes assumed in purchase price (17,672,027)
---------------
$ -
===============
See accompanying notes to condensed consolidated financial statements.
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
Notes to Condensed Consolidated Financial Statements
March 31, 2004
(unaudited)
1. Basis of Presentation
The condensed financial statements of ICON Income Fund Ten, LLC (the "LLC")
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 the 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. These condensed consolidated financial
statements should be read in conjunction with the financial statements and notes
included in the LLC's 2003 Annual Report Form 10-K. The results of operations
and cash flows for the three months ended March 31, 2004 are not necessarily
indicative of the results of operations and cash flows which may be reported for
the remainder of 2004.
2. Organization
The LLC was formed on January 2, 2003 as a Delaware Limited Liability
Company. The initial capitalization of the LLC was $1,000 by the Managing
Member. The LLC is offering membership interests on a "best efforts" basis with
the intention of raising up to $150,000,000 of capital. The LLC had its initial
closing on August 22, 2003 when it admitted 5,065.736 additional members,
representing $5,065,736 in capital contributions. As of March 31, 2004 the LLC
had admitted a further 34,539.904 additional members, representing $34,539,904
in capital contributions, bringing the total capital contributions and
additional member shares to $39,605,640 and 39,605.640, respectively.
The Manager, ICON Capital Corp., is a Connecticut corporation. The Manager
manages and controls the business affairs of the LLC's equipment leases and
financing transactions under the terms of a management agreement with the LLC.
3. Related Party Transactions
Fees and expenses paid or accrued by the LLC to the Manager or its
affiliates for the three months ended March 31, 2004 are as follows:
Prepaid service fees $ 1,028,385 Capitalized
Organizing and offering expenses 532,689 Charged to members' equity
Underwriting commissions 316,426 Charged to members' equity
Management fees 122,966 Charged to operations
Administrative expense reimbursements 190,574 Charged to operations
------------
Total $ 2,191,040
============
Included in Due from Manager and affiliates, of $194,867 net, is $351,298,
that the Manager has elected to reimburse the LLC for its administrative
expenses. This reimbursement was made by the Manager to the LLC in the second
quarter.
For the quarter ended March 31, 2004, the LLC had a net receivable due from
affiliates of $38,948, of which $38,910 is due from ICON Income Fund Eight A
L.P. ("Fund Eight A") for its investment in a joint venture. (See Note 4 for
additional information relating to the joint venture).
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
Notes to Condensed Consolidated Financial Statements - Continued
4. Consolidated Joint Venture
ICON Aircraft 46837, LLC
------------------------
In March 2004, the LLC and an affiliate, Fund Eight A, formed a joint
venture, ICON Aircraft 46837, LLC ("ICON Aircraft 46837"), for the purpose of
acquiring and managing a McDonnell Douglas DC-10-30F aircraft on lease to Fedex
Corporation through March 2007. The LLC and Fund Eight A have identical
investment objectives and participate on the same terms and conditions. The LLC
has a right of first refusal to purchase the equipment, on a pro-rata basis, if
the affiliate desires to sell its interest in the equipment. The joint venture
is majority owned and consolidated with the LLC.
The purchase price of the aircraft totaled $21,250,753 which was funded
with cash of $3,566,226, the assumption of other liabilities of $12,500 and
non-recourse debt of $17,672,027. The debt has an interest rate of 4% and
matures in March 2007. The lenders have a security interest in the aircraft and
an assignment of the rental payments under the lease. Legal fees of $36,050 were
also paid and capitalized as part of the cost of the aircraft.
The LLC and Fund Eight A acquired interests of 71.4% and 28.6%,
respectively, in ICON Aircraft 46837. Fund Eight A has an option to purchase an
additional interest in ICON Aircraft 46837, which expires on September 30, 2004.
If Fund Eight A exercises this option their ownership interest would increase to
90% and the LLC would have a 10% interest in ICON Aircraft 46837. The exercise
price of the option is $2,130,604.
The LLC's condensed consolidated financial statements include 100% of the
assets, liabilities, revenues and expenses of ICON Aircraft 46837. Fund Eight
A's investment in ICON Aircraft 46837 is reflected as minority interest in
consolidated joint venture on the condensed consolidated balance sheet.
5. Escrow Deposit
In March 2004, the LLC, through two special purpose entities (SPEs)--ICON
Containership I, LLC and ICON Containership II, LLC-- entered into a Memorandum
of Agreement for the purchase of two (2) shipping container vessels (the
"Vessels") from ZIM Israel Navigation Co., Ltd ("ZIM"). Subsequently, in April
2004, the LLC, again through the SPEs, negotiated a bareboat charter agreement
with ZIM for the use of the Vessels and entered into the bareboat charter
agreement in May 2004. The purchase price for the Vessels is approximately $70
million, and is comprised of approximately $18 million in cash and approximately
$52 million in non-recourse debt. The LLC paid the cash portion of the purchase
price to an intermediary upon the execution of the Memorandum of Agreement.
ZIM, owned by the Israel Corporation Ltd., is one of the largest
container-shipping companies in the world and the flagship of Israeli shipping.
ZIM offers transportation services along most of the major international trading
routes to customers throughout the world. From its corporate headquarters in
Haifa, it operates an intermodal system which combines sea, land and air
transportation services around the world. It ranks tenth among the world's
container service operators and fifteenth as a maritime container operator. The
ultimate parent, the Ofer Group, is the 6th largest maritime tonnage supplier on
a global basis.
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
Notes to Condensed Consolidated Financial Statements - Continued
6. Subsequent Event
The LLC and an affiliate, ICON Income Fund Nine, formed a joint venture
ICON GeicJV, for the purpose of entering into a binding agreement with Ontario
Credit Corp. to acquire the right, title and interest in four equipment
schedules on lease to Government Employee Insurance Co. ("GEICO"). On April 30,
2004, the LLC closed on its contractual agreement and attained a 74% interest in
the equipment schedules to be managed under the joint venture. The purchase
price for the equipment schedules were $5,852,197, of which the LLC paid
$4,330,626.
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
March 31, 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 notes dated
December 31, 2003 included in the LLC's annual report on Form 10-K. Certain
statements within this document may constitute forward-looking statements made
pursuant to the safe harbor provision of the Private Securities Litigation
Reform Act of 1995. These statements are identified by words such as
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and similar expressions. This information may involve risks and uncertainties
that could cause actual results to differ materially from the forward-looking
statements. Although the LLC believes that the expectations reflected in such
forward-looking statements are based on reasonable assumptions, such statements
are subject to risks and uncertainties that could cause actual results to differ
materially from those projected.
Results of Operations for the Three Months ended March 31, 2004
The LLC commenced operations on August 22, 2003, therefore a comparison to
the first quarter of 2003 is not discussed.
During the three months ended March 31, 2004, the LLC acquired an aircraft
through a joint venture arrangement with an affiliate in which the LLC has a
71.4% interest. The aircraft was acquired for cash of $3,602,276, of which the
LLC contributed $2,602,276 to the joint venture, and the assumption of other
liabilities of $12,500 and non-recourse debt of $17,672,027. The LLC also
entered into negotiations to purchase two shipping container vessels. As a
result of these negotiations, $18,400,000 is being held in escrow in expectation
of consummation of this transaction.
Revenues for the three months ended March 31, 2004 were $275,871 comprised
solely of rental income. Expenses for the three months ended March 31, 2004 were
$740,574 comprised of depreciation and amortization expense of $407,926,
management fees - Manager of $122,966, administrative expense reimbursements -
Manager of $190,574 and general and administrative expenses of $19,108.
The results of operations reflect the LLC's level of operations.
Net loss for the three months ended March 31, 2004 was $464,703. The net
loss per weighted average additional member shares was $14.79.
Liquidity and Capital Resources
From time to time the LLC will invest in industries, equipment, or
geopolitical regions that may be subject to outside influences that may affect
the LLC's investments. While these factors are considered when the investments
are made, unforeseen events such as those that occurred on September 11, 2001
can have far-reaching and unpredictable adverse consequences. The following is a
discussion of some assets that may fall into this category.
Aircraft Rotables: The LLC is the lessor of certain aircraft rotables used
on Boeing 767 aircraft. The value of this equipment is subject to the
fluctuations of the airline industry, which are greatly influenced by a number
of factors including, but not limited to, the global economy, fuel prices,
political instability, terrorist activity, and epidemics such as SARS.
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
March 31, 2004
Management anticipates that the LLC will continue to sell shares and admit
members. The LLC had its first admission of additional members on August 22,
2003 and through March 31, 2004, had admitted additional members representing
39,605.640 shares totaling gross proceeds of $39,605,640, from which $7,901,988
was used for service fees (referred to as formation fees in the LLC's
prospectus), sales and offering expenses. The LLC made cash distributions to
members of $565,046 during the quarter ended March 31, 2004. Such distributions
are reflected as a return of capital, as the LLC recorded a loss for the
quarter.
For the three months ended March 31, 2004, the LLC's primary source of
liquidity was from financing activities. Proceeds from the issuance of
additional members shares, net of sales and offering expenses, were $13,704,573.
These funds, as well as funds held in reserve by the LLC, were used primarily in
investing activities. Equipment subject to an operating lease was purchased for
$3,602,276 and $18,400,000 was also transferred to escrow for a pending
acquisition. The LLC is expected to continue acquiring equipment subject to
lease, and also make other types of related investments.
Subsequent Event - The LLC and an affiliate, ICON Income Fund Nine, formed
a joint venture, ICON GeicJV, for the purpose of entering into a binding
agreement with Ontario Credit Corp. to acquire the right, title and interest in
four equipment schedules on lease to Government Employee Insurance Co.
("GEICO"). On April 30, 2004, the LLC closed on its contractual agreement and
attained a 74% interest in the equipment schedules to be managed under the joint
venture. The purchase price for the equipment schedules was $5,852,197, of which
the LLC paid $4,330,626.
The LLC's cash flow from operating activities may be less than the LLC's
current level of expenses. To the extent that cash flow is insufficient to pay
such expenses, the LLC may be required to sell assets prior to maturity or
borrow against future cash flows.
As of March 31, 2004, except as noted above, and to the best of our
knowledge, there were no known trends or demands, commitments, events or
uncertainties which are likely to have a material effect on liquidity. As cash
is realized from the continued offering, operations or borrowings, the LLC will
continue to invest in transactions, while retaining sufficient cash to meet its
reserve requirements and recurring obligations.
We do not consider the impact of inflation to be material in the analysis
of our overall operations.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
The LLC is exposed to certain market risks, including changes in interest
rates and the demand for equipment (and the related residuals) owned by the LLC
and its investees.
The LLC manages its interest rate risk by obtaining fixed rate debt either
directly or through its joint ventures. The fixed rate debt service obligations
are matched with fixed rate lease receivable streams generated by the leases.
The LLC manages its exposure to equipment and residual risk by monitoring
the market and maximizing remarketing proceeds received through re-lease or sale
of equipment.
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
March 31, 2004
Item 4. Controls and Procedures
The LLC carried out an evaluation, under the supervision and with the
participation of management of ICON Capital Corp., the Manager of the LLC,
including the Chief Executive Officer and the Principal Financial Officer, of
the effectiveness of the design and operation of the LLC'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 Officer concluded that the LLC's
disclosure controls and procedures were effective.
There were no significant changes in the LLC's internal control over
financial reporting during the LLC's first quarter that have materially
affected, or are likely to materially affect, the LLC's internal control over
financial reporting.
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
PART II - OTHER INFORMATION
- ---------------------------
Item 1 - Legal Proceedings
- --------------------------
The LLC, from time-to-time, in the ordinary course of business, commences
legal actions when necessary to protect or enforce the rights of the LLC. We are
not a defendant party to any litigation and are not aware of any pending or
threatened litigation against the LLC.
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.
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
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 Income Fund Ten, LLC
File No. 333-103503 (Registrant)
By its Manager,
ICON Capital Corp.
May 17, 2004 /s/ Thomas W. Martin
------------------- --------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Income Fund Ten, LLC
Certifications - 10-Q
---------------------
EXHIBIT 32.1
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this quarterly report of ICON Income Fund Ten, LLC;
2. Based on my knowledge, this report does not contain any untrue statement 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the LLC as of, and for, the periods presented in this report;
4. The LLC'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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the LLC and 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 LLC,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the LLC's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the LLC's internal control over
financial reporting that occurred during the LLC's most recent fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the LLC's internal control over financial
reporting; and
5. The LLC's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
LLC's auditors and the audit committee of the LLC's board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the LLC'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 LLC's internal control
over financial reporting.
Dated: May 17, 2004
/s/ Beaufort J.B. Clarke
- -----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Income Fund Ten, LLC
Certifications - 10-Q
---------------------
EXHIBIT 32.2
I, Thomas W. Martin, certify that:
1. I have reviewed this quarterly report of ICON Income Fund Ten, LLC;
2. Based on my knowledge, this report does not contain any untrue statement 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the LLC as of, and for, the periods presented in this report;
4. The LLC'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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the LLC and 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 LLC,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the LLC's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the LLC's internal control over
financial reporting that occurred during the LLC's most recent fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the LLC's internal control over financial
reporting; and
5. The LLC's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
LLC's auditors and the audit committee of the LLC's board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the LLC'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 LLC's internal control
over financial reporting.
Dated: May 17, 2004
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Income Fund Ten, LLC
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
March 31, 2004
EXHIBIT 33.1
I, Beaufort J.B. Clarke, Chairman and Chief Executive Officer of ICON
Capital Corp, the Manager of ICON Income Fund Ten, LLC, certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended March 31, 2004 (the
"Periodic Report") which this statement accompanies fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78m) and
(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Income Fund Ten, LLC.
Dated: May 17, 2004
/s/ Beaufort J.B. Clarke
------------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Income Fund Ten, LLC
ICON Income Fund Ten, LLC
(A Delaware Limited Liability Company)
March 31, 2004
EXHIBIT 33.2
I, Thomas W. Martin, Executive Vice President (Principal Financial and
Accounting Officer) of ICON Capital Corp, the Manager of ICON Income Fund Ten,
LLC, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended March 31, 2004 (the
"Periodic Report") which this statement accompanies fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78m) and
(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Income Fund Ten, LLC.
Dated: May 17, 2004
/s/ Thomas W. Martin
-------------------------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Income Fund Ten, LLC