EX-99.1 2 exhibit99-1.htm SECOND QUARTER 2007 PORTFOLIO OVERVIEW exhibit99-1.htm
 Exhibit 99.1


 
 
 

LEASING FUND
ELEVEN, LLC

PORTFOLIO OVERVIEW

SECOND QUARTER

2007





ICON Leasing Fund Eleven, LLC

- Second Quarter 2007 Portfolio Overview -

 
Dear Member of ICON Leasing Fund Eleven, LLC:

ICON Leasing Fund Eleven, LLC (“Fund Eleven”) raised $365,198,690 from its initial offering on April 21, 2005 through April 21, 2007.  In July 2006, Fund Eleven increased its original offering from $200,000,000 to $375,000,000.   As of June 30, 2007, Fund Eleven had 363,956 member shares outstanding.

During the second quarter of 2007, Fund Eleven continued to function in its Operating Period, during which time Fund Eleven acquires equipment subject to lease. Fund Eleven’s portfolio is comprised of two lease categories: growth leases, where the rental cash flows have been assigned or pledged to a lender; and income leases, where Fund Eleven retains the rental cash flows.  While income leases produce monthly cash flows, growth leases permit Fund Eleven to retain an interest in the future value of the equipment on a leveraged equity basis.  Fund Eleven’s manager, ICON Capital Corp. (the “Manager”), expects that the future value of the equipment in growth leases will be greater than Fund Eleven’s initial cash investment.

Cash generated from these investments will facilitate Fund Eleven’s distributions to its members.  Availability of cash to be used for reinvestment also depends on the requirements for expenses, reserves, and distributions to members.

Fund Eleven’s Operating Period is anticipated to continue for a period of five years from the closing of the offering – unless extended at the Manager’s sole discretion. Following its Operating Period, Fund Eleven will enter its “Liquidation Period,” during which time equipment will be sold in the ordinary course of business.

News Covering the Reporting Period

·  TOP Tankers, Inc.’s (“TOP Tankers”) announced that it has placed 2.1 million common shares with companies connected with George Economou, a well-known Greek shipping investor.  The aggregate proceeds of the placement were approximately $14.3 million, which it expects to use for acquisitions, working capital and general corporate purposes.  (Source:  TOP Tanker press release, dated June 28, 2007)

·  Global Crossing Telecommunications, Inc. (“Global Crossing”), a leading global internet protocol solutions provider, announced that it broadened the scope and reach of its VoIP services for customers around the world by extending its Global Crossing VoIP Local Service to six more European countries and three in Latin America.  (Source:  Global Crossing press release, dated June 7, 2007)


Investments and Commitments during the Second Quarter of 2007

On April 11, 2007, Fund Eleven, through two wholly-owned subsidiaries, purchased two Aframax 95,649 DWT (deadweight tons) product tankers, the Senang Spirit and Sebarok Spirit, chartered to an affiliate of Teekay Shipping Corp. (“Teekay”) for a five year term.  The purchase price for the vessels was approximately $88,000,000, comprised of (i) a cash payment of approximately $21,300,000 and (ii)  borrowings of approximately $66,700,000 of non-recourse indebtedness.  The charters for both vessels commenced on April 11, 2007.
 
 
-1-


 
Portfolio Overview

Fund Eleven has invested both directly and indirectly through joint ventures with its affiliates.  In addition to the investments listed above, as of June 30, 2007, Fund Eleven’s portfolio consisted primarily of the following investments:

Income Leases

·  Equipment, plant and machinery used by The Teal Jones Group and Teal Jones Lumber Services, Inc. (collectively, “Teal Jones”) in its lumber processing operations in Canada and the United States.  Fund Eleven, through two wholly-owned subsidiaries, entered into a lease financing arrangement totaling approximately $36,000,000 in November 2006.  The equipment, plant and machinery are being leased back to Teal Jones pursuant to an 84 month lease that is scheduled to expire in November 2013.

·  State-of-the-art telecommunications equipment.  In December 2006, Fund Eleven, through its wholly-owned subsidiary, purchased the equipment for approximately $9,779,000 in cash. This equipment is subject to a 48 month lease with Global Crossing and Global Crossing North American Networks, Inc. (collectively, the “Global Crossing Group”) which commenced on January 1, 2007.

In February 2007, Fund Eleven, through its wholly-owned subsidiary, purchased approximately $6,983,000 of additional telecommunications equipment that is subject to lease with Global Crossing Group.  The equipment is subject to a 48 month lease which commenced on March 1, 2007.

Fund Eleven also acquired interests in similar telecommunications equipment leased to the Global Crossing Group through investments in joint ventures with its affiliates.  Fund Eleven acquired its interests in these joint ventures for approximately $17,270,000.  The equipment is subject to three separate 48 month leases.  Two of the leases commenced on November 1, 2006 and the third lease commenced on April 1, 2006.

·  On March 30, 2007, Fund Eleven, through a wholly-owned subsidiary, purchased auto parts manufacturing equipment from Heuliez SA and Heuliez Investissements SNC (collectively, “Heuliez”).  The purchase price for the equipment was approximately $11,994,000.  The equipment is being leased back to Heuliez pursuant to a 60 month lease that began on April 1, 2007.

Growth Leases

·  An equipment leasing portfolio originated by Clearlink Capital Corporation, a financial services provider based in Mississauga, Ontario, Canada, comprised mainly of information technology and technology-related equipment, including personal computers and client/server equipment that perform business-related functions such as database inquiries (the “I.T. Portfolio”).  Fund Eleven acquired the I.T. Portfolio for approximately $144,591,000, which was comprised of a cash payment of approximately $49,361,000 and the assumption of non-recourse debt and other assets and liabilities related to the I.T. Portfolio of approximately $95,230,000.  During the six months ended June 30, 2007, Fund Eleven purchased approximately $18,905,000 of new equipment.  As of June 30, 2007, the I.T.  Portfolio was comprised of equipment with an original cost of approximately $190,948,000 that is subject to 1,019 leases.

·    Four 45,720 - 47,094 DWT product carrying vessels, the M/T Doubtless, the M/T Faithful, the M/T Spotless, and the M/T Vanguard, which are subject to bareboat charters with subsidiaries of Top Tankers that are scheduled to expire in February 2011.  Fund Eleven acquired the tankers for approximately $112,650,000, which was comprised of (i) borrowings of a first priority non-recourse mortgage of approximately $80,000,000, (ii) assumption of a second priority non-recourse mortgage of approximately $10,000,000, and (iii) approximately $22,650,000 in cash.

·  Four 3,300 TEU (twenty foot equivalent units) container vessels, the M/V Adaman Sea, the M/V ZIM Hong Kong, the M/V ZIM Israel, and the M/V Japan Sea, which are subject to bareboat charters with ZIM Integrated Shipping Services, Ltd. that are scheduled to expire in November 2010 and January 2011.  Fund Eleven paid approximately $141,200,000 which consisted of (i) approximately $35,876,000, (ii) the assumption of approximately $93,325,000 of non-recourse indebtedness secured by a first priority mortgage and (iii) approximately $12,000,000 of non-recourse indebtedness secured by a second priority mortgage.
 
 
-2-


 
Asset Dispositions

Fund Eleven owned a 50% interest in a joint venture which purchased digital audio/visual entertainment systems subject to a lease with AeroTV Ltd. (“AeroTV”), a provider of on board digital audio/visual systems for airlines, rail and coach operators in the United Kingdom. Fund Eleven’s purchase price for its interest in the joint venture was approximately $2,776,000.  The joint venture only funded approximately $1,357,000 for the purchase of the equipment.

On February 13, 2007, AeroTV’s customer, the largest scheduled bus line in Europe, terminated its service agreement with AeroTV. Shortly thereafter, AeroTV notified the Manager of its inability to pay certain rent owed and subsequently filed for insolvency protection in the United Kingdom. On February 20, 2007, the joint venture sent a notice to AeroTV terminating the Master Lease Agreement.  On April 18, 2007, the joint venture filed a lawsuit in the United Kingdom’s High Court of Justice, Queen’s Bench Division against AeroTV and one of its directors for fraud.  Subsequently, the joint venture received a default judgment against the AeroTV director. The joint venture is currently in the process of registering and executing the judgment.  At this time it is not possible to determine the ability to collect the judgment.

On February 20, 2007, the joint venture wrote off its leased assets and recognized a loss of approximately $153,000. During March 2007, the joint venture collected approximately $218,000 of the remaining rent balance.  In April 2007, all the remaining amounts previously contributed to the joint venture for the purchase of the equipment were returned to Fund Eleven and its affiliate with accrued interest.  Fund Eleven’s share of the returned funds was approximately $2,607,500.

10% Status Report

As of June 30, 2007, no individual asset constituted at least 10% of the aggregate purchase price of Fund Eleven’s equipment portfolio.  The vessels chartered to Teekay individually constitute the largest individual assets in the portfolio, but each vessel constitutes less than 8% of the aggregate purchase price of Fund Eleven’s portfolio.  With the exception of the I.T. Portfolio, which leases continue to expire each month, Fund Eleven anticipates that the other equipment in its portfolio will remain on lease during the next year.

Distribution Analysis

During the reporting period, Fund Eleven continued to make monthly distributions at a rate of 9.1% per annum.  Cash available for distributions was generated substantially through cash from operations.  From the inception of the offering period, Fund Eleven has made twenty-seven monthly distributions to its members. During the first six months of 2007, Fund Eleven paid its members $20,592,687 in cash distributions.  As of June 30, 2007, a $10,000 investment made at the initial closing, would have received $2,271 in cumulative distributions representing a return of approximately 22% of such initial investment.

Fund Summary
 
Start of Offering Period
April 21, 2005
 
Offering Period End Date
April 20, 2007
 
Size of offering
$375,000,000
 
No. of Original Additional Members
8,637

Outlook and Overview

Excluding leases in the I.T. Portfolio, one of the Global Crossing Group’s leases is the next lease scheduled to expire, in March 2010.

As of June 30, 2007, Fund Eleven had $66,534,381 in cash and cash equivalents on hand.  The Manager anticipates that Fund Eleven will make more acquisitions in the near future.  Substantially all of Fund Eleven’s cash flows are derived from sales proceeds, equity contributions and rental payments.  On a monthly basis, Fund Eleven deducts from such cash flows its recurring operating expenses and assesses cash flows required for known re-leasing costs and equipment management costs.  The remaining cash flows are then available for monthly distribution to members.  Fund Eleven is a permitted borrower, together with several other funds managed by the Manager, under a revolving credit facility.  Under the terms of the facility, the borrowers may borrow (subject to a borrowing base) an amount up to $17,000,000 on a joint and several basis.  As of June 30, 2007, the total amount outstanding under the facility was $6,755,000.  Fund Eleven had not borrowed any amount under the facility.
 

-3-



 
(A Delaware Limited Liability Company)
 
Condensed Consolidated Balance Sheets
 
   
ASSETS
 
             
   
June 30,
       
   
2007
   
December 31,
 
   
(unaudited)
   
2006
 
 Cash and cash equivalents
  $
66,534,381
    $
61,200,675
 
                 
 Investments in finance leases:
               
 Minimum rents receivable
   
99,854,935
     
100,400,811
 
 Estimated unguaranteed residual values
   
6,262,905
     
5,834,948
 
 Initial direct costs, net
   
2,826,823
     
3,457,416
 
 Unearned income
    (14,104,545 )     (15,302,719 )
                 
 Net investments in finance leases
   
94,840,118
     
94,390,456
 
                 
 Investments in operating leases:
               
 Equipment, at cost
   
502,395,618
     
384,171,594
 
 Accumulated depreciation
    (79,549,013 )     (47,105,223 )
                 
 Net investments in operating leases
   
422,846,605
     
337,066,371
 
                 
 Investments in joint ventures
   
1,645,364
     
11,805,734
 
 Equipment held for sale or lease
   
3,994,743
     
2,678,117
 
 Rents receivable, net
   
5,575,765
     
3,098,973
 
 Mortgage notes receivable
   
16,259,494
     
12,932,924
 
 Restricted cash
   
624,998
     
1,241,326
 
 Deferred income taxes
   
3,555,904
     
2,554,454
 
 Other assets, net
   
13,328,367
     
3,872,521
 
                 
 Total assets
  $
629,205,739
    $
530,841,551
 

LIABILITIES AND MEMBERS' EQUITY
 
             
 Liabilities:
 
 
   
 
 
 Notes payable - non-recourse
  $
312,402,268
    $
260,926,942
 
 Accounts payable and other liabilities
   
3,087,637
     
4,269,661
 
 Deferred rental income
   
9,444,362
     
8,404,745
 
 Leasing payables and other lease liabilities
   
14,900,409
     
12,881,369
 
 Income taxes payable
   
-
     
2,634,727
 
 Due to Manager and affiliates, net
   
43,458
     
515,119
 
 Minority interest
   
7,417,377
     
8,312,503
 
                 
 Total liabilities
   
347,295,511
     
297,945,066
 
                 
 Commitments and contingencies
               
                 
 Members' equity:
               
 Manager (one share outstanding, $1,000 per share original
               
 issue price)
    (445,012 )     (243,580 )
 Additional Members (363,956 and 292,164 shares outstanding,
               
 $1,000 per share original issue price)
   
276,499,868
     
232,868,044
 
 Accumulated other comprehensive income
   
5,855,372
     
272,021
 
                 
 Total members' equity
   
281,910,228
     
232,896,485
 
                 
 Total liabilities and members' equity
  $
629,205,739
    $
530,841,551
 
 

-4-



 
(A Delaware Limited Liability Company)
 
Condensed Consolidated Statements of Income
 
(unaudited)
 
                         
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2007
   
2006
   
2007
   
2006
 
 Revenue:
                       
 Rental income
   
26,393,233
     
14,484,472
     
49,211,323
    $
18,304,268
 
 Finance income
   
1,646,045
     
990,869
     
3,978,255
     
1,388,002
 
 (Loss) income from investments in joint ventures
    (14,748 )    
118,115
     
20,932
     
381,225
 
 Net gain on sales of new equipment (net of cost of
                               
 sales of $8,979,167 and $12,943,339, respectively, for
                               
 the three and six months ended 2007, and $5,089,442
                               
 for the three and six months ended 2006)
   
362,452
     
280,617
     
551,708
     
280,617
 
 Net (loss) gain on sales of leased equipment
    (129,815 )    
317,550
      (47,054 )    
421,522
 
 Interest and other income
   
1,233,270
     
416,573
     
2,648,842
     
1,170,580
 
                                 
 Total revenue
   
29,490,437
     
16,608,196
     
56,364,006
     
21,946,214
 
                                 
 Expenses:
                               
 Depreciation and amortization
   
20,902,767
     
12,025,343
     
40,493,297
     
15,117,575
 
 Interest
   
4,018,120
     
1,437,151
     
7,916,534
     
1,781,682
 
 Management fees - Manager
   
1,673,428
     
912,901
     
3,155,492
     
1,085,414
 
 Administrative expense reimbursements -
                               
 Manager and affiliate
   
1,288,944
     
1,613,312
     
2,989,827
     
2,523,865
 
 General and administrative
   
411,812
     
133,314
     
1,132,803
     
265,160
 
 Bad debt expense
   
-
     
-
     
-
     
70,015
 
 Minority interest
   
254,317
     
265,028
     
515,650
     
265,028
 
                                 
 Total expenses
   
28,549,388
     
16,387,049
     
56,203,603
     
21,108,739
 
                                 
 Income before income taxes
   
941,049
     
221,147
     
160,403
     
837,475
 
                                 
 Provision for income taxes
    (1,205,109 )    
-
      (503,252 )    
-
 
                                 
 Net income
  $
2,146,158
    $
221,147
    $
663,655
    $
837,475
 
                                 
 Net income allocable to:
                               
 Additional Members
  $
2,124,697
    $
218,936
    $
657,018
    $
829,100
 
 Manager
   
21,461
     
2,211
     
6,637
     
8,375
 
                                 
    $
2,146,158
    $
221,147
    $
663,655
    $
837,475
 
                                 
 Weighted average number of additional
                               
 member shares outstanding
   
362,176
     
175,266
     
340,290
     
152,170
 
                                 
 Net income per weighted average
                               
 additional member share
  $
5.87
    $
1.25
    $
1.93
    $
5.45
 
 

-5-



 
(A Delaware Limited Liability Company)
 
Condensed Consolidated Statement of Changes in Members' Equity
 
For the Year Ended December 31, 2006 and for the Three and Six Months Ended June 30, 2007
 
(unaudited)
 
                     
Accumulated
       
   
Additional
               
Other
       
   
Member
   
Additional
   
Managing
   
Comprehensive
       
   
Shares
   
Members
   
Member
   
(Loss) Income
   
Total
 
 Balance, January 1, 2006
   
107,099
    $
90,318,028
    $ (28,876 )   $ (33,886 )   $
90,255,266
 
                                         
 Proceeds from issuance of additional
                                       
 members shares
   
185,118
     
185,118,088
     
-
     
-
     
185,118,088
 
 Sales and offering expenses
   
-
      (21,276,702 )    
-
     
-
      (21,276,702 )
 Additional member shares redeemed
    (53 )     (41,454 )    
-
     
-
      (41,454 )
 Cash distributions paid or accrued
                                       
 to members
   
-
      (16,600,276 )     (167,738 )    
-
      (16,768,014 )
 Change in valuation of interest rate
                                       
 swap contracts
   
-
     
-
     
-
      (928,750 )     (928,750 )
 Change in valuation of warrants
                                       
 held by joint venture
   
-
     
-
     
-
     
538,072
     
538,072
 
 Foreign currency translation adjustments
   
-
     
-
     
-
     
696,585
     
696,585
 
 Net loss
   
-
      (4,649,640 )     (46,966 )    
-
      (4,696,606 )
                                         
 Balance, December 31, 2006
   
292,164
     
232,868,044
      (243,580 )    
272,021
     
232,896,485
 
                                         
 Proceeds from issuance of additional
                                       
 members shares
   
57,136
     
57,135,796
     
-
     
-
     
57,135,796
 
 Sales and offering expenses
   
-
      (6,569,904 )    
-
     
-
      (6,569,904 )
 Additional member shares redeemed
    (170 )     (136,048 )    
-
     
-
      (136,048 )
 Cash distributions paid or accrued
                                       
 to members
   
-
      (12,546,393 )     (126,733 )    
-
      (12,673,126 )
 Change in valuation of interest rate
                                       
 swap contracts
   
-
     
-
     
-
      (77,450 )     (77,450 )
 Change in valuation of warrants
                                       
 held by joint venture
   
-
     
-
     
-
      (473,681 )     (473,681 )
 Foreign currency translation adjustments
   
-
     
-
     
-
     
554,709
     
554,709
 
 Net loss
   
-
      (1,467,678 )     (14,825 )    
-
      (1,482,503 )
                                         
 Balance, March 31, 2007
   
349,130
     
269,283,817
      (385,138 )    
275,599
     
269,174,278
 
                                         
 Proceeds from issuance of additional
                                       
 members shares
   
15,846
     
15,846,033
     
-
     
-
     
15,846,033
 
 Sales and offering expenses
   
-
      (1,822,618 )    
-
     
-
      (1,822,618 )
 Additional member shares redeemed
    (1,020 )     (885,767 )    
-
     
-
      (885,767 )
 Cash distributions paid or accrued
                                       
 to members
   
-
      (8,046,294 )     (81,335 )    
-
      (8,127,629 )
 Change in valuation of interest rate
                                       
 swap contracts
   
-
     
-
     
-
     
670,100
     
670,100
 
 Change in valuation of warrants
                                       
 held by joint venture
   
-
     
-
     
-
      (16,242 )     (16,242 )
 Foreign currency translation adjustments
   
-
     
-
     
-
     
4,925,915
     
4,925,915
 
 Net income
   
-
     
2,124,697
     
21,461
     
-
     
2,146,158
 
                                         
 Balance, June 30, 2007
   
363,956
    $
276,499,868
    $ (445,012 )   $
5,855,372
    $
281,910,228
 
 

-6-



 
(A Delaware Limited Liability Company)
 
Condensed Consolidated Statements of Cash Flows
 
Six Months Ended June 30,
 
(unaudited)
 
                 
       
2007
   
2006
 
 Cash flows from operating activities: 
           
 Net income  
  $
663,655
    $
837,475
 
 Adjustments to reconcile net income to net cash provided by
               
 operating activities:  
               
 Rental income paid directly to lenders by lessees 
    (4,351,952 )     (1,368,644 )
 Finance income  
    (3,978,255 )     (77,765 )
 Income from investments in joint ventures 
    (20,932 )     (381,225 )
 Net gains on sales of new and leased equipment 
    (504,654 )     (702,139 )
 Depreciation and amortization 
   
40,493,297
     
15,117,575
 
 Bad debt expense  
   
-
     
70,015
 
 Interest expense paid directly to lenders by lessees 
   
683,773
     
151,222
 
 Change in fair value of interest rate swap contract 
    (433,926 )    
-
 
 Minority interest  
   
515,650
     
265,028
 
 Deferred tax provision  
    (762,088 )    
-
 
 Changes in operating assets and liabilities: 
               
 Collection of principal - non-financed receivables 
   
14,600,087
     
5,454,298
 
 Rents receivable  
    (2,586,496 )    
2,101,978
 
 Other assets, net  
    (9,047,462 )     (2,913,679 )
 Payables, deferred rental income and other liabilities 
   
1,608,596
     
5,441,229
 
 Due to Manager and affiliates, net 
    (362,775 )     (94,272 )
                   
 Net cash provided by operating activities 
   
36,516,518
     
23,901,096
 
                   
 Cash flows from investing activities: 
               
 Investments in leased assets, net of cash received 
    (82,889,767 )     (139,811,053 )
 Proceeds from sales of equipment 
   
15,697,288
     
6,963,868
 
 Investment in mortgage notes receivable, net 
    (3,636,052 )    
-
 
 Proceeds from mortgage notes receivable 
   
1,137,594
     
-
 
 Restricted cash deposits received 
   
726,716
     
204,057
 
 Investments in joint ventures, net of cash acquired 
   
-
      (4,598,382 )
 Distributions received from joint ventures 
   
9,895,245
     
135,080
 
 Other assets, net  
   
568,131
     
-
 
                   
 Net cash used in investing activities 
    (58,500,845 )     (137,106,430 )
                   
 Cash flows from financing activities: 
               
 Proceeds from notes payable - non-recourse 
   
21,952,395
     
12,846,688
 
 Repayments of notes payable - non-recourse 
    (37,722,046 )     (12,154,514 )
 Issuance of additional member shares, net of sales and offering expenses paid
   
64,589,307
     
81,648,885
 
 Redemption of additional member shares 
    (1,021,815 )    
-
 
 Due to Manager and affiliates, net 
    (94,636 )     (19,387 )
 Cash distributions to members  
    (20,800,755 )     (6,314,947 )
 Distributions to minority interest holders 
    (1,410,776 )     (812,683 )
                   
 Net cash provided by financing activities 
   
25,491,674
     
75,194,042
 
                   
 Effects of exchange rates on cash and cash equivalents 
   
1,826,359
     
828,854
 
                   
 Net increase (decrease) in cash and cash equivalents 
   
5,333,706
      (37,182,438 )
 Cash and cash equivalents, beginning of the period 
   
61,200,675
     
71,449,920
 
                   
 Cash and cash equivalents, end of the period 
  $
66,534,381
    $
34,267,482
 
 
                
 Supplemental disclosure of cash flow information: 
           
 Cash paid during the period for interest  
  $
7,219,393
    $
1,252,060
 
                    
 Supplemental disclosure of non-cash investing and financing activities:
               
 Non-cash portion of equipment purchased with non-recourse debt 
  $
66,656,754
    $
272,008,071
 
                    
 Principal and interest on non-recourse notes payable 
               
 paid directly to lenders by lessees  
  $
2,361,441
    $
1,905,709
 
                    
 Transfer from other assets to investments in leased assets 
  $
-
    $
2,828,287
 



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Transactions with Related Parties

Fund Eleven has entered into certain agreements with the Manager and ICON Securities Corp., a wholly-owned subsidiary of the Manager, whereby Fund Eleven pays certain fees and reimbursements to those parties.  The Manager is entitled to receive 3.5% on capital raised up to $50,000,000, 2.5% of capital raised between $50,000,001 to $100,000,000 and 1.5% of capital raised over $100,000,000.  ICON Securities Corp. is entitled to a 2% underwriting fee from the gross proceeds from capital raised.

In accordance with the terms of these agreements, Fund Eleven pays or paid the Manager (i) management fees ranging from 1% to 7% based on a percentage of the rentals recognized either directly by Fund Eleven or through its joint ventures and (ii) acquisition fees, through the end of the operating period, of 3% of the gross value of Fund Eleven’s acquisition transactions.  In addition, the Manager is reimbursed for administrative expenses incurred in connection with Fund Eleven’s operations.  The Manager has assigned its rights and obligations to provide Fund Eleven with administrative services and collect reimbursement for those services relating to the I.T. Portfolio to a Canadian affiliate, ICON Funding ULC, pursuant to a management agreement between the Manager and ICON Funding ULC.

The Manager will perform certain services relating to the management of Fund Eleven’s equipment leasing activities.  Such services include the collection of lease payments from the lessees of the equipment, re-leasing services in connection with equipment which is off-lease, inspections of the equipment, liaison with and general supervision of lessees to assure that the equipment is being properly operated and maintained, monitoring performance by the lessees of their obligations under the leases and the payment of operating expenses.

Administrative expense reimbursements are costs incurred by the Manager or its affiliates and are necessary to Fund Eleven’s operations.  These costs include the Manager’s and affiliates legal, accounting, investor relations and operations personnel, as well as, professional fees and other costs that are charged to Fund Eleven based upon the percentage of time such personnel dedicate to  Fund Eleven.  Excluded are salary and related costs, travel expenses and other administrative costs incurred by individuals with a controlling interest in the Manager.

The Manager also has a 1% interest in Fund Eleven’s profits, losses, cash distributions and liquidation proceeds. Fund Eleven paid distributions to the Manager of $208,068 for the six months ended June 30, 2007.  The Manager’s interest in Fund Eleven’s net income for the three months ended June 30, 2007 and 2006 was $21,461 and $2,211, respectively.  The Manager’s interest in Fund Eleven’s net income for the six months ended June 30, 2007 and 2006 was $6,637 and $8,375, respectively.

Fees and other expenses paid or accrued by Fund Eleven to the Manager or its affiliates for the three and six months ended June 30, 2007 and 2006, are as follows:

       
Three Months Ended
 
       
June 30,
 
Entity
Capacity
Description
 
2007
   
2006
 
 ICON Capital Corp.
 Manager
 Organization and
           
   
    offering expenses (1)
  $
238,066
    $
695,199
 
 ICON Securities Corp.
 Managing broker-dealer
 Underwriting fees (1)
  $
317,421
    $
926,933
 
 ICON Capital Corp.
 Manager
 Acquisition fees (2)
  $
1,557,705
    $
11,307,096
 
 ICON Capital Corp.
 Manager
 Management fees (3)
  $
1,673,428
    $
912,901
 
 ICON Capital Corp. and affiliate
 Manager
 Administrative expense reimbursements (3)
  $
1,288,944
    $
1,613,312
 
                     
                     
       
Six Months Ended
 
       
June 30,
 
 Entity
 Capacity
 Description
 
2007
   
2006
 
 ICON Capital Corp.
 Manager
 Organization and
               
   
    offering expenses (1)
  $
1,095,103
    $
1,383,705
 
 ICON Securities Corp.
 Managing broker-dealer
 Underwriting fees (1)
  $
1,460,137
    $
1,844,940
 
 ICON Capital Corp.
 Manager
 Acquisition fees (2)
  $
4,380,612
    $
12,620,524
 
 ICON Capital Corp.
 Manager
 Management fees (3)
  $
3,155,492
    $
1,085,414
 
 ICON Capital Corp. and affiliate
 Manager
 Administrative expense reimbursements (3)
  $
2,989,827
    $
2,523,865
 
                     
                     
 (1) Amount charged directly to members' equity.
                 
 (2) Amount capitalized and amortized to operations.
                 
 (3) Amount charged directly to operations.
                 
 
*Members may obtain a summary of administrative expense reimbursements upon request.

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Your participation in Fund Eleven is greatly appreciated and we look forward to sharing future successes.

Sincerely,

ICON Capital Corp., Manager

 

Thomas W. Martin
Chairman, Chief Executive Officer and President


ICON is committed to protecting the privacy of its investors in compliance with all applicable laws.  Please be advised that, unless required by a regulatory authority such as the NASD or ordered by a court of competent jurisdiction, ICON will not share any of your personally identifiable information with any third party.
 

Forward-Looking Information - Certain statements within this document may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, or the PSLRA.  These statements are being made pursuant to 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,” “expects,” “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 of our control that may cause actual results to differ materially from those projected.


 
 
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 30, 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.iconcapital.com
or
• Visiting www.sec.gov
or
• Writing us at: PO Box 192706, San Francisco, CA 94119-2706
 
We do not distribute these reports to you directly in order to keep Fund Eleven’s expenses down as the cost of mailing this report to all investors is significant. Nevertheless, the reports are immediately available on your request.
 
 
 

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