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EXCEL - IDEA: XBRL DOCUMENT - ICON LEASING FUND ELEVEN, LLCFinancial_Report.xls
EX-32.3 - CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON LEASING FUND ELEVEN, LLCex32-3.htm
EX-32.2 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON LEASING FUND ELEVEN, LLCex32-2.htm
EX-31.3 - CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ICON LEASING FUND ELEVEN, LLCex31-3.htm
EX-31.1 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ICON LEASING FUND ELEVEN, LLCex31-1.htm
EX-31.2 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ICON LEASING FUND ELEVEN, LLCex31-2.htm
EX-32.1 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON LEASING FUND ELEVEN, LLCex32-1.htm

 

 

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, 2013

 

 

or

 

[  ]         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:

                                      000-51916

 

 

ICON Leasing Fund Eleven, LLC

(Exact name of registrant as specified in its charter)

 

Delaware

20-1979428

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

3 Park Avenue, 36th  Floor, New York, New York

10016

(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.

þ Yes  ¨ No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þ Yes  ¨ No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

Large accelerated filer o    

Accelerated filer 

 

 

Non-accelerated filer  o (Do not check if a smaller reporting company)

Smaller reporting company þ 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes  þ No 

 

Number of outstanding shares of limited liability company interests of the registrant on May 7, 2013 is 362,656.

 

 


 

 

 

ICON Leasing Fund Eleven, LLC

Table of Contents

 

 

 

Page

 

 

 

PART I – FINANCIAL INFORMATION

 

 

 

 

Item 1. Consolidated Financial Statements

1

 

 

 

Consolidated Balance Sheets

1

 

 

 

Consolidated Statements of Comprehensive Income

2

 

 

 

Consolidated Statement of Changes in Equity

3

 

 

 

Consolidated Statements of Cash Flows

4

 

 

 

Notes to Consolidated Financial Statements

5

 

 

 

Item 2. Manager’s Discussion and Analysis of Financial Condition and Results of Operations

14

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

21

 

 

 

Item 4. Controls and Procedures

21

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

Item 1. Legal Proceedings

 

22

 

 

 

Item 1A. Risk Factors

 

22

 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

22

 

 

 

Item 3. Defaults Upon Senior Securities

22

 

 

 

Item 4. Mine Safety Disclosures

22

 

 

 

Item 5. Other Information

 

22

 

 

 

Item 6. Exhibits

 

23

 

 

 

Signatures

 

24

 

 


 

PART I – FINANCIAL INFORMATION 

  

Item 1.  Consolidated Financial Statements

 

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

 

 

 

2013 

 

2012 

 

 

 

 

 

 

 

(unaudited)

 

 

 

Assets

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

$

 31,467,854 

 

$

 6,963,672 

 

Current portion of net investment in notes receivable

 

 7,298,392 

 

 

 6,492,866 

 

Current portion of net investment in finance leases

 

 1,191,871 

 

 

 5,370,040 

 

Current portion of net investment in mortgage note receivable

 

 - 

 

 

 17,047,922 

 

Asset held for sale, net

 

 117,145 

 

 

 117,145 

 

Other current assets

 

 11,276 

 

 

 88,731 

 

Deferred tax asset, net

 

 - 

 

 

 1,415,947 

 

Income tax receivable

 

 1,525,563 

 

 

 - 

 

 

 

 

 

Total current assets

 

 41,612,101 

 

 

 37,496,323 

Non-current assets:

 

 

 

 

 

 

Net investment in notes receivable, less current portion

 

 10,712,649 

 

 

 12,028,654 

 

Net investment in finance leases, less current portion

 

 2,695,397 

 

 

 3,912,653 

 

Leased equipment at cost (less accumulated depreciation of

 

 

 

 

 

 

 

$7,571,588 and $7,173,316, respectively)

 

 5,400,243 

 

 

 5,798,515 

 

Investment in joint ventures

 

 141,084 

 

 

 141,496 

 

Other non-current assets

 

 100,806 

 

 

 83,096 

 

 

 

 

 

Total non-current assets

 

 19,050,179 

 

 

 21,964,414 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

 60,662,280 

 

$

 59,460,737 

 

 

 

 

 

 

 

Liabilities and Equity

Current liabilities:

 

 

 

 

 

 

Accrued expenses and other liabilities

$

 1,446,512 

 

$

 1,032,370 

 

 

 

 

 

Total liabilities

 

 1,446,512 

 

 

 1,032,370 

 

 

 

 

 

 

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Members’ equity:

 

 

 

 

 

 

Additional members

 

 59,638,454 

 

 

 59,139,513 

 

Manager

 

 (2,625,555) 

 

 

 (2,630,595) 

 

Accumulated other comprehensive income (loss)

 

 50,620 

 

 

 (422,976) 

 

 

 

 

 

Total members' equity

 

 57,063,519 

 

 

 56,085,942 

 Noncontrolling interests

 

 2,152,249 

 

 

 2,342,425 

 

 

 

 

 

Total equity

 

 59,215,768 

 

 

 58,428,367 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

$

 60,662,280 

 

$

 59,460,737 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

1

 


 

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Consolidated Statements of Comprehensive Income

(unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

 

2013 

 

 

2012 

 Revenue and other income:

 

 

 

 

Finance income

$

 1,379,738 

 

$

 1,717,115 

 

Rental income

 

 743,231 

 

 

 2,004,965 

 

(Loss) income from investment in joint ventures

 

 (412) 

 

 

 155,867 

 

 

Total revenue and other income

 

 2,122,557 

 

 

 3,877,947 

 Expenses:

 

 

 

 

 

 

Administrative expense reimbursements

 

 - 

 

 

 183,094 

 

General and administrative

 

434,772 

 

 

 521,388 

 

Vessel operating expense

 

 - 

 

 

 212,022 

 

Depreciation

 

398,272 

 

 

 1,723,713 

 

Impairment loss

 

 - 

 

 

 697,715 

 

Interest

 

169,945 

 

 

 225,336 

 

Gain on derivative financial instruments

 

 (29,926) 

 

 

 (47,405) 

 

Loss on disposition of assets of foreign investment

 

 610,732 

 

 

 - 

 

 

 Total expenses

 

 1,583,795 

 

 

 3,515,863 

Income before income taxes

 

 538,762 

 

 

 362,084 

 

Income tax benefit (expense)

 

 109,616 

 

 

 (62,348) 

Net income

 

 648,378 

 

 

 299,736 

 

Less: net income attributable to noncontrolling interests

 

 144,397 

 

 

 147,214 

Net income attributable to Fund Eleven

 

 503,981 

 

 

 152,522 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

Change in fair value of derivative financial instruments

 

 - 

 

 

 120,246 

 

Currency translation adjustments

 

 (137,136) 

 

 

 185,166 

 

 

Total other comprehensive income

 

 (137,136) 

 

 

 305,412 

Comprehensive income

 

 511,242 

 

 

 605,148 

 

Less: comprehensive income attributable to noncontrolling interests

 

 144,397 

 

 

 147,214 

Comprehensive income attributable to Fund Eleven

$

 366,845 

 

$

 457,934 

 

 

 

 

 

 

 

 

Net income attributable to Fund Eleven allocable to:

 

 

 

 

 

 

Additional members

$

 498,941 

 

$

 150,997 

 

Manager

 

 5,040 

 

 

 1,525 

 

 

 

$

 503,981 

 

$

 152,522 

 

 

 

 

 

 

 

 

Weighted average number of additional shares of

 

 

 

 

 

 

limited liability company interests outstanding

 

 362,656 

 

 

 362,656 

Net income attributable to Fund Eleven per weighted average

 

 

 

 

 

 

additional share of limited liability company interests outstanding

$

 1.38 

 

$

 0.42 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

2

 


 

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Consolidated Statement of Changes in Equity 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

Comprehensive

 

Members'

 

Noncontrolling

 

Total

 

 

 

 

 

 

Members

 

Manager

 

Income (Loss)

 

Equity

 

Interests

 

Equity

Balance, December 31, 2012

 362,656 

 

$

 59,139,513 

 

$

 (2,630,595) 

 

$

 (422,976) 

 

$

 56,085,942 

 

$

 2,342,425 

 

$

 58,428,367 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 - 

 

 

 498,941 

 

 

 5,040 

 

 

 - 

 

 

 503,981 

 

 

 144,397 

 

 

 648,378 

 

Disposition of assets of foreign investment

 - 

 

 

 - 

 

 

 - 

 

 

 610,732 

 

 

 610,732 

 

 

 - 

 

 

 610,732 

 

Currency translation adjustments

 - 

 

 

 - 

 

 

 - 

 

 

 (137,136) 

 

 

 (137,136) 

 

 

 - 

 

 

 (137,136) 

 

Cash distributions

 - 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 (334,573) 

 

 

 (334,573) 

Balance, March 31, 2013 (unaudited)

 362,656 

 

$

 59,638,454 

 

$

 (2,625,555) 

 

$

 50,620 

 

$

 57,063,519 

 

$

 2,152,249 

 

$

 59,215,768 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

3

 


 

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Consolidated Statements of Cash Flows

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

2013 

 

2012 

Cash flows from operating activities:

 

 

 

 

Net income

$

 648,378 

 

$

 299,736 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Finance income

 

 (65,656) 

 

 

 (245,027) 

 

 

 

Rental income paid directly to lenders by lessees

 

 - 

 

 

 (1,530,000) 

 

 

 

Loss (income) from investment in joint ventures

 

 412 

 

 

 (155,867) 

 

 

 

Depreciation

 

 398,272 

 

 

 1,723,713 

 

 

 

Impairment loss

 

 - 

 

 

 697,715 

 

 

 

Interest expense paid directly to lenders by lessees

 

 - 

 

 

 161,627 

 

 

 

Interest expense from amortization of debt financing costs

 

 - 

 

 

 53,391 

 

 

 

Gain on derivative financial instruments

 

 (29,926) 

 

 

 (47,405) 

 

 

 

Deferred tax benefit

 

 (109,616) 

 

 

 (98,808) 

 

 

 

Paid-in-kind interest income

 

 (37,004) 

 

 

 - 

 

 

 

Loss on disposition of assets of foreign investment

 

 610,732 

 

 

 - 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Collection of finance leases

 

 301,608 

 

 

 962,145 

 

 

Other assets

 

 88,295 

 

 

 (1,430,628) 

 

 

Accrued expenses and other liabilities

 

 414,140 

 

 

 1,231,062 

 

 

Due to Manager and affiliates

 

 1,372 

 

 

 147,393 

 

 

Distributions from joint ventures

 

 - 

 

 

 158,235 

 

 

 

 

 

Net cash provided by operating activities

 

 2,221,007 

 

 

 1,927,282 

Cash flows from investing activities:

 

 

 

 

 

 

Investment in note receivable

 

 (836,000) 

 

 

 - 

 

Principal received on notes receivable

 

 1,388,200 

 

 

 674,229 

 

Proceeds from sales of leased equipment

 

 5,107,083 

 

 

 - 

 

Principal received on mortgage note receivable

 

 16,970,813 

 

 

 - 

 

Distributions received from joint ventures in excess of profits

 

 - 

 

 

 11,532 

 

 

 

 

 

Net cash provided by investing activities

 

 22,630,096 

 

 

 685,761 

Cash flows from financing activities:

 

 

 

 

 

 

Cash distributions to members

 

 - 

 

 

 (3,663,191) 

 

Distributions to noncontrolling interests

 

 (334,573) 

 

 

 (334,572) 

 

 

 

 

 

Net cash used in financing activities

 

 (334,573) 

 

 

 (3,997,763) 

Effects of exchange rates on cash and cash equivalents

 

 (12,348) 

 

 

 13,784 

Net increase (decrease) in cash and cash equivalents

 

 24,504,182 

 

 

 (1,370,936) 

Cash and cash equivalents, beginning of period

 

 6,963,672 

 

 

 6,824,356 

Cash and cash equivalents, end of period

$

 31,467,854 

 

$

 5,453,420 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

Principal and interest on long-term debt paid directly to lenders by lessees

$

 - 

 

$

 1,530,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

4

 


 

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

 

 

(1)  Basis of Presentation and Consolidation

The accompanying consolidated financial statements of ICON Leasing Fund Eleven, LLC (the “LLC”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission for Quarterly Reports on Form 10-Q.  In the opinion of the manager of the LLC, ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp. (the “Manager”), all adjustments, which are of a normal recurring nature, considered necessary for a fair presentation have been included.  These consolidated financial statements should be read together with the consolidated financial statements and notes included in the LLC’s Annual Report on Form 10-K for the year ended December 31, 2012.  The results for the interim period are not necessarily indicative of the results for the full year.

 

Credit Quality of Notes Receivable and Finance Leases and Credit Loss Reserve

The Manager weighs all credit decisions based on a combination of external credit ratings as well as internal credit evaluations of all borrowers. A borrower’s credit is analyzed using those credit ratings as well as the borrower’s financial statements and other financial data deemed relevant.

 

As the LLC’s financing receivables, generally notes receivable and finance leases, are limited in number, the Manager is able to estimate the credit loss reserve based on a detailed analysis of each financing receivable as opposed to using portfolio-based metrics and credit loss reserve. Financing receivables are analyzed quarterly and categorized as either performing or non-performing based on payment history. If a financing receivable becomes non-performing due to a borrower’s missed scheduled payments or failed financial covenants, the Manager analyzes whether a credit loss reserve should be established or whether the financing receivable should be restructured. Material events would be specifically disclosed in the discussion of each financing receivable held.

 

Notes receivable are generally placed in a non-accrual status when payments are more than 90 days past due. Additionally, the Manager periodically reviews the creditworthiness of companies with payments outstanding less than 90 days and based upon the Manager’s judgment, these accounts may be placed in a non-accrual status.

 

In accordance with the cost recovery method, payments received on non-accrual loans are applied to principal if there is doubt regarding the ultimate collectability of principal. If collection of the principal of non-accrual loans is not in doubt, interest income is recognized on a cash basis. Loans in non-accrual status may not be restored to accrual status until all delinquent payments have been received, and the LLC believes recovery of the remaining unpaid receivable is probable.

 

The LLC charges off a loan in the period that it is deemed uncollectible and records a reduction in the allowance for loan losses and the balance of the loan.

 

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires an entity to disclose information about the amounts reclassified out of accumulated other comprehensive income by component, as well as present, either on the face of the income statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The amendments in this ASU were effective prospectively for interim and annual periods beginning after December 15, 2012. The LLC adopted the amendments of this ASU effective January 1, 2013. This update resulted in additional disclosure, but did not have a material effect on the LLC’s consolidated financial statements.

 

5

 


 

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

 

 

In March 2013, the FASB issued ASU No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, which clarifies guidance to the release of the cumulative translation adjustment when an entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The amendments in this ASU are effective prospectively for interim and annual periods beginning after December 15, 2013. The LLC is currently evaluating the implications of ASU No. 2013-05 and its impact on the consolidated financial statements has not been determined.

 

(2)  Net Investment in Notes Receivable

Net investment in notes receivable consisted of the following:

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

2013 

 

2012 

 

Principal outstanding

$

18,174,517   

 

$

18,590,713   

 

Deferred fees

 

(163,476)  

 

 

(69,193)  

 

 

Net investment in notes receivable

 

18,011,041   

 

 

18,521,520   

 

Less: current portion of net investment in notes receivable

 

7,298,392   

 

 

6,492,866   

 

 

Net investment in notes receivable, less current portion

$

10,712,649   

 

$

12,028,654   

 

On February 12, 2013, the LLC entered into an agreement to make a secured term loan to NTS Communications, Inc. and certain of its affiliates (collectively, “NTS”) in the amount of $3,300,000. On March 28, 2013, NTS borrowed $935,000 in connection with the loan. The loan bears interest at 12.75% per year and is for a period of 51 months. The loan is secured by the telecommunications equipment acquired with the proceeds from the loan.

 

(3)  Net Investment in Mortgage Note Receivable

Net investment in mortgage note receivable consisted of the following:

 

 

 

March 31,

 

December 31,

 

 

2013 

 

2012 

 

Principal outstanding

$

 - 

 

$

16,970,807   

 

Initial direct costs

 

 - 

 

 

77,115   

 

Net investment in mortgage note receivable

$

 - 

 

$

17,047,922   

 

On March 8, 2013, Teal Jones Group and Teal Jones Lumber Services, Inc. (collectively, “Teal Jones”) satisfied their obligations in connection with the mortgage note receivable by making a prepayment of approximately $17,550,000.

 

(4)  Net Investment in Finance Leases

Net investment in finance leases consisted of the following:

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

2013 

 

2012 

 

Minimum rents receivable

$

3,312,623 

 

$

7,207,689 

 

Estimated residual values

 

1,281,630 

 

 

3,092,377 

 

Initial direct costs

 

 - 

 

 

30,089 

 

Unearned income

 

 (706,985) 

 

 

 (1,047,462) 

 

 

Net investment in finance leases

 

3,887,268 

 

 

9,282,693 

 

Less: current portion of net investment in finance leases

 

 1,191,871 

 

 

5,370,040 

 

 

Net investment in finance leases, less current portion

$

2,695,397 

 

$

3,912,653 

6

 


 

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

 

 

 

On March 8, 2013, Teal Jones satisfied its obligations in connection with the lease financing arrangement by making a prepayment of approximately $5,148,000.

 

On April 8, 2013, Heuliez SA (“HSA”) and Heuliez Investissements SNC (“Heuliez”) filed for “Redressement Judiciaire,” a proceeding under French law similar to a Chapter 11 reorganization under the U.S. Bankruptcy Code. As of March 31, 2013, the outstanding finance lease receivable due to the LLC is $3,887,268 and HSA and Heuliez are current on all lease payments. Based on the Manager’s assessment, no credit loss reserve is required as of March 31, 2013.

 

(5)  Leased Equipment at Cost

Leased equipment at cost consisted of the following:

 

 

 

March 31,

 

December 31,

 

 

2013 

 

2012 

 

Manufacturing equipment

$

12,971,831   

 

$

12,971,831   

 

Less: accumulated depreciation

 

7,571,588   

 

 

7,173,316   

 

Leased equipment at cost, less accumulated depreciation

$

5,400,243   

 

$

5,798,515   

 

Depreciation expense was $398,272 and $1,723,713 for the three months ended March 31, 2013 and 2012, respectively.

 

(6)  Revolving Line of Credit, Recourse

On May 10, 2011, the LLC entered into an agreement with California Bank & Trust (“CB&T”) for a revolving line of credit of up to $5,000,000 (the “Facility”), which is secured by all of the LLC’s assets not subject to a first priority lien. Amounts available under the Facility are subject to a borrowing base that is determined, subject to certain limitations, based on the present value of the future receivables under certain loans and lease agreements in which the LLC has a beneficial interest. As of March 31, 2013, the LLC had $692,146 available under the Facility pursuant to the borrowing base.

 

The Facility has been extended through March 31, 2015. The interest rate for general advances under the Facility is CB&T’s prime rate. The LLC may elect to designate up to five advances on the outstanding principal balance of the Facility to bear interest at the London Interbank Offered Rate (“LIBOR”) plus 2.5% per year. In all instances, borrowings under the Facility are subject to an interest rate floor of 4.0% per year. In addition, the LLC is obligated to pay an annualized 0.5% fee on unused commitments under the Facility. At March 31, 2013, there were no obligations outstanding under the Facility.

 

At March 31, 2013, the LLC was in compliance with all covenants related to the Facility.

 

7

 


 

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

 

 

(7)  Foreign Income Taxes

Certain of the LLC’s direct and indirect wholly-owned subsidiaries are unlimited liability companies and are taxed as corporations under the laws of Canada. Other indirect wholly-owned subsidiaries are taxed as corporations in Barbados.  For the three months ended March 31, 2013 and 2012, the income tax benefit (expense) was comprised of $(1,546,947) and $(161,156) in current taxes and a benefit of $1,656,563 and $98,808 in deferred taxes, respectively. The LLC’s Canadian subsidiaries, under the laws of Canada, are subject to income tax examination for the 2007 through 2012 periods.  The LLC had not identified any material uncertain tax positions as of March 31, 2013.

 

As of March 31, 2013, the LLC had an income tax receivable of approximately $1,526,000 relating to expected income tax refunds primarily due to carrying back to previous tax years the loss realized for income tax purposes upon Teal Jones satisfying its obligations in connection with the mortgage note receivable and finance leases during the three months ended March 31, 2013. The LLC also had a deferred tax asset of approximately $2,600,000 made up of further unused tax losses that the LLC does not expect to be able to realize, and for which a full valuation allowance is therefore recorded as of March 31, 2013.

 

(8)  Transactions with Related Parties

The LLC paid distributions to the Manager of $0 and $36,633 for the three months ended March 31, 2013 and 2012, respectively.  Additionally, the Manager’s interest in the net income attributable to the LLC was $5,040 and $1,525 for the three months ended March 31, 2013 and 2012, respectively.

 

During the three months ended March 31, 2013 and 2012, the Manager suspended the collection of management fees equaling approximately  $647,000 and $201,923, respectively.

 

During the three months ended March 31, 2013, the Manager suspended the collection of administrative expense reimbursements equaling approximately $197,000.

 

During the three months ended March 31, 2013, the Manager suspended the collection of acquisition fees of approximately $99,000.

 

Fees and other expenses paid or accrued by the LLC to the Manager or its affiliates were as follows:

 

 

 

 

Three Months Ended March 31,

 

 Entity

 

 Capacity

 

 Description

 

2013 

 

2012 

 

 ICON Capital, LLC

 

Manager

 

 Administrative expense reimbursements (1)

 

$

 - 

 

$

183,094 

 

 

 

(1) Amount charged directly to operations.

                       

 

At March 31, 2013 and December 31, 2012, the LLC had a net receivable of approximately $11,000 and $12,000, respectively, with the Manager and its affiliates primarily relating to certain proceeds collected by the Manager on the LLC’s behalf, which is included in other current assets on the consolidated balance sheets.

 

(9)  Derivative Financial Instruments

The LLC may enter into derivative financial instruments for purposes of hedging specific financial exposures, including movements in foreign currency exchange rates and changes in interest rates on its non-recourse long-term debt. The LLC enters into these instruments only for hedging underlying exposures. The LLC does not hold or issue derivative

8

 


 

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

 

 

financial instruments for purposes other than hedging, except for warrants, which are not hedges. Certain derivatives may not meet the established criteria to be designated as qualifying accounting hedges, even though the LLC believes that these are effective economic hedges.

The LLC recognizes all derivative financial instruments as either assets or liabilities on the consolidated balance sheets and measures those instruments at fair value. Changes in the fair value of such instruments are recognized immediately in earnings unless certain criteria are met. These criteria demonstrate that the derivative is expected to be highly effective at offsetting changes in the fair value or expected cash flows of the underlying exposure at both the inception of the hedging relationship and on an ongoing basis and include an evaluation of the counterparty risk and the impact, if any, on the effectiveness of the derivative. If these criteria are met, which the LLC must document and assess at inception and on an ongoing basis, the LLC recognizes the changes in fair value of such instruments in accumulated other comprehensive income (loss) (“AOCI”), a component of equity on the consolidated balance sheets. Changes in the fair value of the ineffective portion of all derivatives are recognized immediately in earnings.

Interest Rate Risk

The LLC’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements on its variable long-term debt. The LLC’s strategy to accomplish these objectives is to match the projected future cash flows with the underlying debt service. Interest rate swaps designated as cash flow hedges involve the receipt of floating-rate interest payments from a counterparty in exchange for the LLC making fixed-rate interest payments over the life of the agreements without exchange of the underlying notional amount.

Counterparty Risk

The LLC manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that the LLC has with any individual bank and through the use of minimum credit quality standards for all counterparties. The LLC does not require collateral or other security in relation to derivative financial instruments. Since it is the LLC’s policy to enter into derivative contracts only with banks of internationally acknowledged standing and the fair value of the LLC’s derivatives is in a liability position, the LLC considers the counterparty risk to be remote.

As of March 31, 2013 and December 31, 2012, the LLC had only warrants in an asset position that were not material to the consolidated financial statements; therefore, the LLC considers the counterparty risk to be remote.

Non-designated Derivatives

 As of March 31, 2013 and December 31, 2012, the LLC holds warrants that are held for purposes other than hedging. All changes in the fair value of the warrants not designated as a hedge are recorded directly in earnings, which is included in gain on derivative financial instruments.

9

 


 

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

 

 

Designated Derivatives

As of March 31, 2013, the LLC has no designated derivatives. As of March 31, 2012, the LLC had one floating-to-fixed interest rate swap that was designated and qualified as a cash flow hedge, which expired on April 11, 2012. For this derivative, the LLC recorded the gain or loss from the effective portion of changes in the fair value of the derivative designated and qualifying as a cash flow hedge in AOCI and such gain or loss was subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings and within the same line item on the consolidated statements of comprehensive income as the impact of the hedged transaction. During the three months ended March 31, 2013 and 2012, the LLC recorded $0 and $47,405, respectively, of hedge ineffectiveness in earnings, which is included in gain on derivative financial instruments.

The table below presents the fair value of the LLC’s derivative financial instruments as well as their classification within the LLC’s consolidated balance sheets as of March 31, 2013 and December 31, 2012:

 

 

Asset Derivatives

 

 

 

 

March 31,

 

December 31,

 

 

 

 

2013 

 

2012 

 

 

 Balance Sheet Location

 

Fair Value

 

Fair Value

 Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

Warrants

Other non-current assets

 

$

 100,801 

 

$

 70,875 

 

The table below presents the effect of the LLC’s derivative financial instruments designated as cash flow hedging instruments on the consolidated statements of comprehensive income for the three months ended March 31, 2013 and 2012:

 

 

 

 

 

 

 

 

 

 

 

 

 

Location of

 

 

Amount of

 

 

 

 

 

 

 

 

 

 

 

 

Gain (Loss)

 

Gain (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

Recognized in

 

Recognized in

 

 

 

 

 

 

 

 

 

 

 

 

Income

 

Income

 

 

 

 

Amount of

 

Location of

 

 

Amount of

 

on Derivatives

 

on Derivatives

 

 

 

 

Gain (Loss)

 

Gain (Loss)

 

Gain (Loss)

 

(Ineffective

 

(Ineffective

 

 

 

 

Recognized

 

Reclassified

 

Reclassified from

 

Portion and

 

Portion and

 

 

Derivatives

 

in AOCI on

 

from AOCI

 

AOCI into

 

Amounts

 

Amounts

 

 

Designated as

 

Derivatives

 

into Income

 

Income

 

Excluded from

 

Excluded from

 

 

Hedging

 

(Effective

 

(Effective

 

(Effective

 

Effectiveness

 

Effectiveness

Period

 

Instruments

 

Portion)

 

Portion)

 

Portion)

 

Testing)

 

Testing)

Three Months Ended March 31, 2013

 

Interest rate swap

 

$

 - 

 

Interest expense

 

$

 - 

 

Gain on derivative financial instruments

 

$

 - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2012

 

Interest rate swap

 

$

 (3,521) 

 

Interest expense

 

$

 (123,767) 

 

Gain on derivative financial instruments

 

$

 47,405 

 

10

 


 

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

 

 

(10)  Accumulated Other Comprehensive Income (Loss)

AOCI includes accumulated unrealized gains (losses) on currency translation adjustments of $50,620 and $(422,976) at March 31, 2013 and December 31, 2012, respectively. During the three months ended March 31, 2013, the LLC reclassified approximately $611,000 of accumulated loss on currency translation adjustments out of AOCI and into loss on disposition of assets of foreign investment within the consolidated statements of comprehensive income.

 

(11)  Fair Value Measurements

Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

·      Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

·      Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

·      Level 3: Pricing inputs that are generally unobservable and cannot be corroborated by market data.

 

Financial Assets and Liabilities Measured on a Recurring Basis

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Manager’s assessment, on the LLC’s behalf, of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

 

The following table summarizes the valuation of the LLC’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2013:

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

Warrants

$

 - 

 

$

 - 

 

$

 100,801 

 

$

 100,801 

                           

 

The following table summarizes the valuation of the LLC’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2012:

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

Warrants

$

 - 

 

$

 - 

 

$

 70,875 

 

$

 70,875 

                           

 

The LLC’s derivative financial instruments, which consist of warrants, are valued using models based on unobservable market parameters for all substantial terms of the LLC’s derivative financial instruments and are classified within Level 3. As permitted by the accounting pronouncements, the LLC uses market prices and pricing models for fair value measurements of its derivative financial instruments.

 

The estimated fair value of the LLC’s warrants was based on public company comparable analysis at March 31, 2013 and December 31, 2012. The significant unobservable inputs used in the fair value measurement of the LLC’s warrants at March 31, 2013 and December 31, 2012 included the use of an enterprise value to earnings before interest, taxes, depreciation, and amortization multiple of 3.20x and 3.01x, respectively. Increases or decreases of these inputs would result in a higher or lower fair value measurement. The fair value of the warrants was recorded in other non-current assets

11

 


 

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

 

 

within the consolidated balance sheets. The unrealized gain on the change in fair value of the warrants was recorded in gain on derivative financial instruments on the consolidated statements of comprehensive income.

 

Assets and Liabilities for which Fair Value is Disclosed

 

Certain of the LLC’s financial assets and liabilities, which include fixed-rate notes receivable, in which fair value is required to be disclosed, were valued using inputs that are generally unobservable and cannot be corroborated by market data and are therefore classified within Level 3. As permitted by the accounting pronouncements, the LLC uses projected cash flows for fair value measurements of these financial assets and liabilities. Fair value information with respect to certain of the LLC’s other assets and liabilities is not separately provided since (i) the current accounting pronouncements do not require fair value disclosures of lease arrangements and (ii) the carrying value of financial assets, other than lease-related investments, approximates fair value due to their short-term maturities and variable interest rates.

 

The estimated fair value of the LLC’s fixed-rate notes receivable was based on the discounted value of future cash flows related to the loans based on recent transactions of this type. Principal outstanding on the fixed-rate notes receivable was discounted at rates ranging between 12.75% and 15% per year.

 

 

 

March 31, 2013

 

 

 

 

Fair Value

 

 

Carrying Value

 

(Level 3)

 

 Principal outstanding on fixed-rate notes receivable

$

18,174,517   

 

$

18,202,567   

             

 

(12)  Commitments and Contingencies

At the time the LLC acquires or divests of its interest in an equipment lease or other financing transaction, the LLC may, under very limited circumstances, agree to indemnify the seller or buyer for specific contingent liabilities. The Manager believes that any liability of the LLC that may arise as a result of any such indemnification obligations will not have a material adverse effect on the consolidated financial condition or results of operations of the LLC taken as a whole.

From November 2010 through March 2011, the LLC, through its wholly-owned subsidiaries, sold four container vessels previously on bareboat charter to ZIM Integrated Shipping Services Ltd. (“ZIM”) to unaffiliated third parties. During June 2011, the LLC received notices from ZIM claiming it was allegedly owed various amounts for unpaid seller’s credits in the aggregate amount of approximately $7,300,000. The Manager believes any obligation to repay the seller’s credits was extinguished when ZIM defaulted by failing to fulfill certain of its obligations under the bareboat charters. On August 8, 2011, the Manager agreed to a three party arbitration panel to hear such claims. On April 19, 2012, ZIM filed arbitration claim submissions. On April 23, 2012, the Manager filed a defense and counterclaim. The Manager believes that ZIM’s claims are frivolous and intends to vigorously contest these claims. At this time, the LLC is unable to predict the outcome of the arbitration or loss therefrom, if any.

During 2008, a joint venture owned 45% by the LLC and 55% by ICON Leasing Fund Twelve, LLC, an entity also managed by the Manager (“Fund Twelve”), purchased and simultaneously leased back semiconductor manufacturing equipment to Equipment Acquisition Resources, Inc. (“EAR”) for approximately $15,730,000. In addition, the LLC’s wholly-owned subsidiary, ICON EAR II, LLC (collectively with the joint venture, the “ICON EAR entities”), purchased and simultaneous leased back semiconductor manufacturing equipment to EAR for a purchase price of approximately $6,348,000.  On October 23, 2009, EAR filed a petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code.  On October 21, 2011, the Chapter 11 bankruptcy trustee for EAR filed an adversary complaint against the ICON

12

 


 

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

 

 

EAR entities seeking the recovery of the lease payments that the trustee alleges were fraudulently transferred from EAR to the ICON EAR entities.  The complaint also sought the recovery of payments made by EAR to the ICON EAR entities during the 90-day period preceding EAR’s bankruptcy filing, alleging that those payments constituted a preference under the U.S. Bankruptcy Code.  Additionally, the complaint sought the imposition of a constructive trust over certain real property and the proceeds from the sale that the ICON EAR entities received as security in connection with their investment.  The Manager filed an answer to the complaint, which included certain affirmative defenses. The Manager believes these claims are frivolous and intends to vigorously defend this action.  At this time, the LLC is unable to predict the outcome of this action or loss therefrom, if any.

Subsequent to the filing of the bankruptcy petition, EAR disclaimed any right to its equipment and such equipment became the subject of an Illinois State Court proceeding. The equipment was subsequently sold as part of the Illinois State Court proceeding. On March 7, 2012, one of the creditors in the Illinois State Court proceeding won a summary judgment motion filed against the ICON EAR entities that granted dismissal of the ICON EAR entities’ claims to the proceeds resulting from the sale of certain EAR equipment. The ICON EAR entities are appealing this decision. At this time, the LLC is unable to predict the outcome of this action.

The LLC has entered into a remarketing agreement with a third party. In connection with this agreement, residual proceeds received in excess of specific amounts will be shared with this third party based on specific formulas. The present value of the obligation related to this agreement is approximately $625,000 at March 31, 2013.

13

 


 

 

 

Item 2. Manager’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of our current financial position and results of operations.  This discussion should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2012.  This discussion should also be read in conjunction with the disclosures below regarding “Forward-Looking Statements.”

 

As used in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or similar terms include ICON Leasing Fund Eleven, LLC and its consolidated subsidiaries.

 

Forward-Looking Statements

Certain statements within this Quarterly Report on Form 10-Q 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,” “would,” “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. They 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.

 

Overview

We operate as an equipment leasing and finance program in which the capital our members invested was pooled together to make investments, pay fees and establish a small reserve.  We primarily acquire equipment subject to lease, purchase equipment and lease it to third parties, provide equipment and other financing and, to a lesser degree, acquire ownership rights to items of leased equipment at lease expiration.

 

We are currently in our operating period, which has been extended until April 2015. We anticipate investing in equipment leases and other financing transactions from time to time until April 2015, with the intention of having a very limited liquidation period thereafter, if any.  During our operating period, additional investments were made and continue to be made with the cash generated from our investments to the extent that the cash is not used for expenses, reserves and distributions to members.  The investment in additional equipment leases and other financing transactions in this manner is called “reinvestment.”

 

Recent Significant Transactions

We engaged in the following significant transactions since December 31, 2012:

 

Net Investment in Notes Receivable

On February 12, 2013, we entered into an agreement to make a secured term loan to NTS in the amount of $3,300,000 as part of a $6,000,000 facility. On March 28, 2013, NTS borrowed $935,000 in connection with the loan. The loan bears interest at 12.75% per year and is for a period of 51 months. The loan is secured by the telecommunications equipment acquired with the proceeds from the loan.

 

14

 


 

 

 

Net Investment in Finance Leases and Mortgage Note Receivable

 

On March 8, 2013, Teal Jones satisfied its obligations in connection with the mortgage note receivable and lease financing arrangement by making a prepayment of approximately $22,698,000.

 

Acquisition Fees

During the three months ended March 31, 2013, our Manager suspended the collection of acquisition fees of approximately $99,000.

 

Other Recent Developments

On April 8, 2013, HSA and Heuliez filed for “Redressement Judiciaire,” a proceeding under French law similar to a Chapter 11 reorganization under the U.S. Bankruptcy Code. As of March 31, 2013, the outstanding finance lease receivable due to us is $3,887,268 and HSA and Heuliez are current on all lease payments. Based on our Manager’s assessment, no credit loss reserve is required as of March 31, 2013.

 

Recent Accounting Pronouncements

We do not believe any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our consolidated financial statements.

 

Results of Operations for the Three Months Ended March 31, 2013 (the “2013 Quarter”) and 2012 (the “2012 Quarter”)

Financing Transactions

The following tables set forth the types of assets securing the financing transactions in our portfolio at March 31, 2013 and December 31, 2012:

 

 

 

March 31, 2013

 

December 31, 2012

 

Asset Type

Net Carrying Value

 

Percentage of Total Net Carrying Value

 

Net Carrying Value

 

Percentage of Total Net Carrying Value

 

Marine - container vessels(1)

$

11,822,763   

 

 

54%

 

$

13,197,463   

 

 

30%

 

Seismic imaging equipment

 

5,351,956   

 

 

24%

 

 

5,324,057   

 

 

12%

 

Auto parts manufacturing equipment

 

3,887,268   

 

 

18%

 

 

4,157,727   

 

 

9%

 

Telecommunications equipment

 

836,322   

 

 

4%

 

 

 -       

 

 

0%

 

Lumber processing equipment

 

 -       

 

 

0%

 

 

22,172,888   

 

 

49%

 

 

$

21,898,309   

 

 

100%

 

$

44,852,135   

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Subsequent to the sale of the Marine - container vessels in 2011, the remaining note receivable is unsecured.

 

The net carrying value of our financing transactions includes the balances of our net investment in notes receivable and net investment in finance leases, which are included in our consolidated balance sheets.

 

During the 2013 Quarter and the 2012 Quarter, certain customers generated significant portions (defined as 10% or more) of our total finance income as follows:

15

 


 

 

 

 

 

 

 

Percentage of Total Finance Income

 

Customer

 

Asset Type

 

2013 Quarter

 

2012 Quarter

 

Teal Jones

 

Lumber processing equipment

 

 

41%

 

 

55%

 

ZIM Integrated Shipping Services Ltd.

 

Marine - container vessels

 

 

34%

 

 

35%

 

SAExploration, Inc.

 

Seismic imaging equipment

 

 

14%

 

 

0%

 

Heuliez S.A.

 

Auto parts manufacturing equipment

 

 

11%

 

 

9%

 

 

 

 

 

 

100%

 

 

99%

 

 

 

 

 

 

 

 

 

 

 

Finance income from our net investment in notes receivable, net investment in mortgage note receivable and net investment in finance leases are included in finance income in our consolidated statements of comprehensive income.

 

The foregoing percentages are only as of a stated period and are not expected to be comparable in future periods. Further, these percentages are only representative of the percentage of the carrying value of such assets or finance income as of each stated period, and as such are not indicative of the concentration of any asset type or customer by the amount of equity invested or our investment portfolio as a whole.

 

Operating Lease Transactions

The following tables set forth the types of equipment subject to operating leases in our portfolio at March 31, 2013 and December 31, 2012:

 

 

 

 

March 31, 2013

 

December 31, 2012

 

Asset Type

 

Net Carrying Value

 

Percentage of Total Net Carrying Value

 

Net Carrying Value

 

Percentage of Total Net Carrying Value

 

Plastic processing and printing equipment

 

$

5,400,243   

 

 

100%

 

$

5,798,515   

 

 

100%

                           

 

The net carrying value of our operating lease transactions includes the balance of our leased equipment at cost, which is included in our consolidated balance sheets.

 

During the 2013 Quarter and the 2012 Quarter, certain customers generated significant portions (defined as 10% or more) of our total rental income as follows:

 

 

 

 

Percentage of Total Rental Income

 

Customer

 

Asset Type

 

2013 Quarter

 

2012 Quarter

 

Pliant Corporation

 

Plastic processing and printing equipment

 

 

100%

 

 

37%

 

Teekay Corporation

 

Marine - product tankers

 

 

-

 

 

63%

 

 

 

 

 

 

100%

 

 

100%

 

Rental income from our operating leases is included in rental income in the consolidated statements of comprehensive income.

 

The foregoing percentages are only as of a stated period and are not expected to be comparable in future periods. Further, these percentages are only representative of the percentage of the carrying value of such assets or rental income as of each stated period, and as such are not indicative of the concentration of any asset type or customer by the amount of equity invested or our investment portfolio as a whole.

 

Revenue and other income for the 2013 Quarter and the 2012 Quarter is summarized as follows:

16

 


 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

2013 

 

2012 

 

Change

 

Finance income

$

1,379,738 

 

$

1,717,115 

 

$

 (337,377) 

 

Rental income

 

743,231 

 

 

2,004,965 

 

 

 (1,261,734) 

 

(Loss) income from investment in joint ventures

 

 (412) 

 

 

 155,867 

 

 

 (156,279) 

 

Total revenue and other income

$

 2,122,557 

 

$

3,877,947 

 

$

 (1,755,390) 

 

Total revenue and other income for the 2013 Quarter decreased $1,755,390, or 45.3%, as compared to the 2012 Quarter. The decrease in rental income was due to the sale of the marine product tanker, the Senang Spirit, during the second quarter of 2012, while the decrease in finance income was primarily the result of Teal Jones satisfying its obligations during the 2013 Quarter in connection with the mortgage note receivable and lease financing arrangement.

 

Expenses for the 2013 Quarter and the 2012 Quarter are summarized as follows:

 

 

 

Three Months Ended March 31,

 

 

 

 

2013 

 

2012 

 

Change

 

Administrative expense reimbursements

$

 - 

 

$

 183,094 

 

$

 (183,094) 

 

General and administrative

 

 434,772 

 

 

 521,388 

 

 

 (86,616) 

 

Vessel operating expense

 

 - 

 

 

 212,022 

 

 

 (212,022) 

 

Depreciation

 

 398,272 

 

 

 1,723,713 

 

 

 (1,325,441) 

 

Impairment loss

 

 - 

 

 

 697,715 

 

 

 (697,715) 

 

Interest

 

 169,945 

 

 

 225,336 

 

 

 (55,391) 

 

Gain on derivative financial instruments

 

 (29,926) 

 

 

 (47,405) 

 

 

 17,479 

 

Loss on disposition of assets of foreign investment

 

 610,732 

 

 

 - 

 

 

 610,732 

 

Total expenses

$

 1,583,795 

 

$

 3,515,863 

 

$

 (1,932,068) 

 

Total expenses for the 2013 Quarter decreased $1,932,068, or 55.0%, as compared to the 2012 Quarter. The decreases in depreciation expense, impairment loss, vessel operating expense and interest expense were primarily the result of the sale of the Senang Spirit during the second quarter of 2012. These decreases were partially offset by the foreign currency translation loss previously recorded in AOCI, which was realized and reclassified into earnings on the disposition of our foreign investment relating to Teal Jones during the 2013 Quarter.

 

Income Tax Benefit (Expense)

Certain of our direct and indirect wholly-owned subsidiaries are unlimited liability companies and are taxed as corporations under the laws of Canada. Other indirect wholly-owned subsidiaries are taxed as corporations in Barbados.  For the three months ended March 31, 2013 and 2012, the income tax benefit (expense) was comprised of $(1,546,947) and $(161,156) in current taxes and a benefit of $1,656,563 and $98,808 in deferred taxes, respectively.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests for the 2013  Quarter remained consistent as compared to the 2012 Quarter. 

 

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Net Income Attributable to Fund Eleven

As a result of the foregoing factors, net income attributable to us for the 2013  Quarter and the 2012  Quarter was $503,981 and $152,522, respectively. Net income attributable to us per weighted average additional share of limited liability company interests (“Share”) outstanding for the 2013  Quarter and the 2012  Quarter was $1.38 and $0.42, respectively.

 

Financial Condition

This section discusses the major balance sheet variances at March 31, 2013 compared to December 31, 2012.

 

Total Assets

Total assets increased $1,201,543, from $59,460,737 at December 31, 2012 to $60,662,280 at March 31, 2013.  The increase was primarily due to cash receipts from finance income and sales tax, both of which related to the Teal Jones prepayment, partially offset by distributions to noncontrolling interests. The sales tax we collected from Teal Jones will ultimately be remitted to the appropriate taxing authorities by us.

 

Current Assets

Current assets increased $4,115,778, from $37,496,323 at December 31, 2012 to $41,612,101 at March 31, 2013.  The increase was primarily due to cash receipts from finance income and sales tax, both of which related to the Teal Jones prepayment, and an increase in the current portion of the net investment in notes receivable resulting from the scheduled change in note payments.

 

Total Liabilities

Total liabilities increased $414,142, from $1,032,370 at December 31, 2012 to $1,446,512 at March 31, 2013.  The increase was primarily due to the sales tax collected related to the Teal Jones prepayment, which will ultimately be remitted to the appropriate taxing authorities by us.

 

Equity

Equity increased $787,401, from $58,428,367 at December 31, 2012 to $59,215,768 at March 31, 2013.  The increase was primarily due to net income and a decrease in the currency translation adjustments recorded in the 2013  Quarter as a result of reclassifying foreign currency losses into earnings upon the disposition of assets relating to Teal Jones, partially offset by the distributions to noncontrolling interests.

 

Liquidity and Capital Resources

Summary

At March 31, 2013 and December 31, 2012, we had cash and cash equivalents of $31,467,854 and $6,963,672, respectively.  During the three months ended March 31, 2013, our main sources of cash have been from (i) collections on finance leases, (ii) proceeds from sales of leased equipment and (iii) principal received on the mortgage note receivable and notes receivable and our main uses of cash have been in (i) investment in a note receivable and (ii) distributions to our noncontrolling interests.  Our liquidity will vary in the future, increasing to the extent cash flows from investments and proceeds from the sale of our investments exceed expenses and decreasing as we enter into new investments, pay distributions to our members and to the extent that expenses exceed cash flows from operations and the proceeds from the sale of our investments.

 

We currently have adequate cash balances and generate a sufficient amount of cash flow from operations to meet our short-term working capital requirements.  We expect to generate sufficient cash flows from operations to sustain our working capital requirements in the foreseeable future. In the event that our working capital is not adequate to fund our short-term liquidity needs, we could borrow under our revolving line of credit.  At March 31, 2013, we had $692,146

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available under the Facility pursuant to the borrowing base, available to fund our short-term liquidity needs. For additional information, see Note 6 to our consolidated financial statements.

 

We anticipate that our liquidity requirements for the remaining life of the fund will be financed by the expected results of our operations, as well as cash received from our investments at maturity.

 

We anticipate being able to meet our liquidity requirements into the foreseeable future.  However, our ability to generate cash in the future is subject to general economic, financial, competitive, regulatory and other factors that affect us and our lessees’ and borrowers’ businesses that are beyond our control.

 

Pursuant to the terms of our offering, we established a cash reserve in the amount of 0.5% of the gross offering proceeds. As of March 31, 2013, the cash reserve was $1,825,993.

 

Cash Flows

Operating Activities

Cash provided by operating activities increased $293,725, from $1,927,282 in the 2012 Quarter to $2,221,007 in the 2013 Quarter.  The increase was primarily a result of the sale of the Senang Spirit during the second quarter of 2012, partially offset by the reduced collections on finance leases due to the sale of assets.

 

Investing Activities

Cash provided by investing activities increased $21,944,335, from $685,761 in the 2012 Quarter to $22,630,096 in the 2013 Quarter.  This increase was primarily due to the increase in proceeds we received from the sales of leased equipment, prepayment of the mortgage note receivable by Teal Jones, and repayment of notes receivable in the 2013 Quarter as compared to the 2012 Quarter, partially offset by the new investment in a note receivable.

 

Financing Activities

Cash used in financing activities decreased $3,663,190, from $3,997,763 in the 2012 Quarter to $334,573  in the 2013 Quarter.  This decrease  was due to the decrease in cash distributions to our members.

 

Financings and Borrowings

Long-Term Debt

As of March 31, 2013, the balance of our long-term debt was $0.

 

Distributions

 

We, at our Manager’s discretion, paid monthly distributions to our members and noncontrolling interests starting with the first month after each member’s admission and the commencement of our joint venture operations, respectively.  We paid distributions to our Manager, additional members and noncontrolling interests of $0, $0 and $334,573, respectively, during the 2013 Quarter.  We do not expect to make any distributions during our extended operating period.

 

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At the time we acquire or divest of our interest in an equipment lease or other financing transaction, we may, under very limited circumstances, agree to indemnify the seller or buyer for specific contingent liabilities. Our Manager believes that any liability of ours that may arise as a result of any such indemnification obligations will not have a material adverse effect on our consolidated financial condition or results of operations taken as a whole.

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From November 2010 through March 2011, we, through our wholly-owned subsidiaries, sold four container vessels previously on bareboat charter to ZIM to unaffiliated third parties. During June 2011, we received notices from ZIM claiming it was allegedly owed various amounts for unpaid seller’s credits in the aggregate amount of approximately $7,300,000. Our Manager believes any obligation to repay the seller’s credits was extinguished when ZIM defaulted by failing to fulfill certain of its obligations under the bareboat charters. On August 8, 2011, our Manager agreed to a three party arbitration panel to hear such claims. On April 19, 2012, ZIM filed arbitration claim submissions. On April 23, 2012, our Manager filed a defense and counterclaim. Our Manager believes that ZIM’s claims are frivolous and intends to vigorously contest these claims. At this time, we are unable to predict the outcome of the arbitration or loss therefrom, if any.

During 2008, a joint venture owned 45% by us and 55% by Fund Twelve purchased and simultaneously leased back semiconductor manufacturing equipment to EAR for approximately $15,730,000.  In addition, our wholly-owned subsidiary, ICON EAR II, LLC, purchased and simultaneous leased back semiconductor manufacturing equipment to EAR for a purchase price of approximately $6,348,000. On October 23, 2009, EAR filed a petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code.  On October 21, 2011, the Chapter 11 bankruptcy trustee for EAR filed an adversary complaint against the ICON EAR entities seeking the recovery of the lease payments that the trustee alleges were fraudulently transferred from EAR to the ICON EAR entities.  The complaint also sought the recovery of payments made by EAR to the ICON EAR entities during the 90-day period preceding EAR’s bankruptcy filing, alleging that those payments constituted a preference under the U.S. Bankruptcy Code.  Additionally, the complaint sought the imposition of a constructive trust over certain real property and the proceeds from the sale that the ICON EAR entities received as security in connection with their investment.  Our Manager filed an answer to the complaint, which included certain affirmative defenses. Our Manager believes these claims are frivolous and intends to vigorously defend this action.  At this time, we are unable to predict the outcome of this action or loss therefrom, if any.

Subsequent to the filing of the bankruptcy petition, EAR disclaimed any right to its equipment and such equipment became the subject of an Illinois State Court proceeding. The equipment was subsequently sold as part of the Illinois State Court proceeding. On March 7, 2012, one of the creditors in the Illinois State Court proceeding won a summary judgment motion filed against the ICON EAR entities that granted dismissal of the ICON EAR entities’ claims to the proceeds resulting from the sale of certain EAR equipment. The ICON EAR entities are appealing this decision. At this time, we are unable to predict the outcome of this action.

At March 31, 2013, we had no debt obligations. We are a party to the Facility as discussed in the “Financings and Borrowings” section above.  We had no outstanding borrowings under the Facility at March 31, 2013.

We have entered into a remarketing agreement with a third party.  Residual proceeds received in excess of specific amounts will be shared with this third party in accordance with the terms of the remarketing agreement.  The present value of the obligation related to this agreement is approximately $625,000 at March 31, 2013.

Off-Balance Sheet Transactions

None.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Smaller reporting companies are not required to provide the information required by this item.

 

Item 4. Controls and Procedures

 

Evaluation of disclosure controls and procedures

 

In connection with the preparation of this Quarterly Report on Form 10-Q for the three months ended March 31, 2013, our Manager carried out an evaluation, under the supervision and with the participation of the management of our Manager, including its Co-Chief Executive Officers and the Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our Manager’s disclosure controls and procedures as of the end of the period covered by this report pursuant to the Securities Exchange Act of 1934, as amended. Based on the foregoing evaluation, the Co-Chief Executive Officers and the Principal Financial and Accounting Officer concluded that our Manager’s disclosure controls and procedures were effective.

In designing and evaluating our Manager’s disclosure controls and procedures, our Manager recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our Manager’s disclosure controls and procedures have been designed to meet reasonable assurance standards. Disclosure controls and procedures cannot detect or prevent all error and fraud. Some inherent limitations in disclosure controls and procedures include costs of implementation, faulty decision-making, simple error and mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all anticipated and unanticipated future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with established policies or procedures.

 

Evaluation of internal control over financial reporting

 

There have been no changes in our internal control over financial reporting during the three months ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

In the ordinary course of conducting our business, we may be subject to certain claims, suits and complaints filed against us. In our Manager’s opinion, the outcome of such matters, if any, will not have a material impact on our consolidated financial position or results of operations. We are not aware of any material legal proceedings that are currently pending against us or against any of our assets

 

Item 1A. Risk Factors

 

Smaller reporting companies are not required to provide the information required by this item.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

We did not sell or repurchase any Shares during the three months ended March 31, 2013.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

Not applicable.

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Item 6. Exhibits

 

3.1

Certificate of Formation of Registrant (Incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on February 15, 2005 (File No. 333-121790))

 

 

4.1

Amended and Restated Limited Liability Company Agreement of Registrant (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on June 29, 2006 (File No. 333-133730)).

 

 

4.2

Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Registrant (Incorporated by reference to Exhibit 4.3 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, filed August 23, 2006).

 

 

10.1

Commercial Loan Agreement, by and between California Bank & Trust and ICON Leasing Fund Eleven, LLC, dated as of May 10, 2011 (Incorporated by reference to Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed May 16, 2011).

 

 

10.2

Loan Modification Agreement, dated as of March 31, 2013, by and between California Bank & Trust and ICON Leasing Fund Eleven, LLC (Incorporated by reference to Exhibit 10.2 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed March 21, 2013).

 

 

31.1

Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.

 

 

31.2

Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.

 

 

31.3

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial and Accounting Officer.

 

 

32.1

Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

32.2

Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

32.3

Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

101.INS*

XBRL Instance Document.

 

 

101.SCH*

XBRL Taxonomy Extension Schema Document.

 

 

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document.

 

 

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document.

 

 

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

23

 


 

 

 

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 Leasing Fund Eleven, LLC

(Registrant)

 

By: ICON Capital, LLC

      (Manager of the Registrant)

 

May 10, 2013

 

By: /s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

 

By: /s/ Mark Gatto

Mark Gatto

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

 

By: /s/ Nicholas A. Sinigaglia

Nicholas A. Sinigaglia

Managing Director

(Principal Financial and Accounting Officer)

 

 

24