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8-K - ICON LEASING FUND TWELVE, LLCbody.htm
 



 
ICON Leasing Fund Twelve, LLC
 
 
 
 
 
 

 

 

 

 
First Quarter Portfolio Overview

 
2013
 
 
 
 


 
 
 
 

 
ICON Leasing Fund Twelve, LLC
 

 
 

 
   Table of Contents    
        
   Introduction to Portfolio Overview  1  
       
   Investment During the Quarter   1  
       
   Investments Following the Quarter  1  
       
   Dispositions Following the Quarter  2  
       
   Portfolio Overview  3  
       
   Revolving Line of Credit  5  
       
   Perfomance Analysis  6  
       
   Transactions with Related Parties  7  
       
   Financial Statements  9  
       
   Forward Looking Statements  13  
       
   Additional Information  13  
 
 
 
 

 
ICON Leasing Fund Twelve, LLC
 
 As of July 25, 2013
 
Introduction to Portfolio Overview

We are pleased to present ICON Leasing Fund Twelve, LLC’s (the “Fund”) Portfolio Overview for the quarter ended March 31, 2013. References to “we,” “us,” and “our” are references to the Fund, and references to the “Manager” are references to the manager of the Fund, ICON Capital, LLC.

The Fund makes investments in companies that utilize equipment and other corporate infrastructure (collectively, “Capital Assets”) to operate their businesses. These investments are primarily structured as debt and debt-like financings (such as loans and leases) that are collateralized by Capital Assets.

The Fund raised $347,686,947 commencing with our initial offering on May 7, 2007 through the closing of our offering on April 30, 2009.  During our operating period, we will invest our offering proceeds and cash generated from operations in Capital Assets.  Following our operating period, we will enter our liquidation period, during which time the loans and leases we own will mature or be sold in the ordinary course of business.
 

Investment During the Quarter

The Fund made the following investment during the quarter ended March 31, 2013:
   
 
NTS, Inc.
Investment Date:
03/28/2013
Collateral:
Telecommunications equipment valued at $41,000,000.
Structure:
Loan
 
Expiration Date:
07/01/2017
 
Facility Amount:
$1,700,000
 
Equity Invested:
$765,000
 
         


Investments Following the Quarter

The Fund made the following investments after the quarter ended March 31, 2013:
 
 
Lubricating Specialties Company
Investment Date:
04/05/2013
Collateral:
Liquid storage tanks, blending lines and packaging equipment valued at $52,030,000.
Structure:
Loan
 
Expiration Date:
08/01/2018
 
Facility Amount:
$18,000,000
 
Equity Invested:
$3,870,000
 
         
 
1

 
ICON Leasing Fund Twelve, LLC

Investments Following the Quarter (continued)
 
 
 
Jurong Aromatics Corporation Pte. Ltd.
Investment Date:
05/15/2013
Collateral:
Equipment, plant, and machinery associated with the condensate splitter and aromatics complex located on Jurong Island, Singapore valued at approximately $2,260,000,000.
Structure:
Loan
 
Expiration Date:
01/16/2021
 
Facility Amount:
$27,500,000
 
Equity Invested:
$5,977,000
 
         
   
 
NTS, Inc.
Investment Date:
06/27/2013
Collateral:
Telecommunications equipment valued at $41,000,000.
Structure:
Loan
 
Expiration Date:
07/01/2017
 
Facility Amount:
$4,300,000
 
Equity Invested:
$1,935,000
 
         


Dispositions Following the Quarter

The Fund disposed of the following investments after the quarter ended March 31, 2013:
 
 
 
 
Atlas Pipeline Mid-Continent, LLC
Structure:
Lease
Collateral:
Natural gas compressors.
Disposition Date:
05/30/2013
Equity Invested:
$6,214,000*
Total Proceeds Received:
$9,390,000**
 
 
 
AET, Inc. Limited
Structure:
Lease
Collateral:
One Aframax tanker.
Disposition Date:
06/05/2013
Equity Invested:
$13,965,000*
Total Proceeds Received:
$5,340,000**
 
 
 
Ionian Group
Structure:
Lease
Collateral:
A product tanker vessel.
Disposition Date:
07/02/2013
Equity Invested:
$1,056,000*
Total Proceeds Received:
$1,775,000**
 
 
 
Sealynx
Structure:
Lease
Collateral:
Auto parts manufacturing equipment.
Disposition Date:
07/08/2013
Equity Invested:
€7,638,000*
Total Proceeds Received:
€7,430,000**
 
* Approximate amount.
** Approximate amount through life of the investment.

 
2

 
ICON Leasing Fund Twelve, LLC
 
Portfolio Overview
 
As of March 31, 2013, our portfolio consisted of the following investments:

   
 
Frontier Oilfield Services, Inc.
Structure:
Loan
Collateral:
Saltwater disposal wells and related equipment.
Expiration Date:
02/01/2018
 
         
 
 
ION Geophysical, Inc.
Structure:
Loan
Collateral:
Analog seismic system equipment.
Expiration Date:
8/1/2014
 
         
 
 
EMS Enterprise Holdings, LLC
Structure:
Loan
Collateral:
Metal cladding equipment consisting of furnaces, rolling mills, winders, slitters and production lines.
Expiration Date:
9/1/2014
 
         
 
VAS Aero Services, LLC
Structure:
Loan
Collateral:
Aircraft engines and related parts.
Expiration Date:
10/06/2014
 
         
         
 
Palmali Holding Company Limited
Structure:
Loan
Collateral:
Two Aframax tanker vessels.
Expiration Dates:
07/28/2016
09/14/2016
 
         
 
 
Superior Tube Inc.
     
 
Structure:
Loan
Collateral:
Equipment and related inventory used in oil field services business.
Expiration Date:
10/01/2017
 
   
 
Jurong Aromatics Corporation Pte. Ltd.
Structure:
Loan
Collateral:
Equipment, plant, and machinery associated with the condensate splitter and aromatics complex located on Jurong Island, Singapore.
Expiration Date:
01/16/2021
 
         
 
 
Magnum Coal Company
Structure:
Lease
Collateral:
A Bucyrus Erie model 1570 Dragline.
Expiration Date:
08/01/2015
 
   
 
Sealynx
Structure:
Lease
Collateral:
Auto parts manufacturing equipment.
Expiration Date:
06/01/2013
 
 
 
Broadview Networks Holdings, Inc
Structure:
Lease
Collateral:
Telecommunications equipment.
Expiration Dates:
Various dates through
03/31/2014
 

 
 
 
3

 
ICON Leasing Fund Twelve, LLC


Portfolio Overview (continued)

   
 
Atlas Pipeline Mid-Continent, LLC
Structure:
Lease
Collateral:
Natural gas compressors.
Expiration Date:
08/31/2013
 
         
         
 
Pliant Corporation
Structure:
Lease
Collateral:
Plastic films and flexible packaging manufacturing equipment.
Expiration Date:
09/30/2013
 
         
 
 
AET, Inc. Limited
Structure:
Lease
Collateral:
Four Aframax product tankers, two Aframax tankers and two Very Large Crude Carriers.
Expiration Dates:
11/13/2013
11/14/2013
03/29/2014 03/29/2021
 
 
 
SAExploration, Inc.
Structure:
Loan
Collateral:
Seismic imaging equipment.
Expiration Date:
11/28/2016
 
         
 
Vroon Group B.V.
Structure:
Lease
Collateral:
Two handy-size container vessels.
Expiration Date:
04/24/2014
 
         
         
 
Swiber Holdings Limited
Structure:
Lease
Collateral:
A saturation diving system.
Expiration Date:
06/30/2014
 
         
   
 
Swiber Holdings Limited
Structure:
Lease
Collateral:
A 300-man accommodation and work barge.
Expiration Date:
03/23/2017
 
         
         
 
Ionian Group
Structure:
Lease
Collateral:
A product tanker vessel.
Expiration Date:
10/29/2014
 
         

 
 
4

 
ICON Leasing Fund Twelve, LLC

Portfolio Overview (Continued)

   
 
Leighton Holdings Ltd.
Structure:
Lease
Collateral:
An accommodation and work barge and three pipelay barges.
Expiration Dates:
06/25/2017
10/27/2017
1/04/2018
 
         
         
 
NTS, Inc.
Structure:
Loan
Collateral:
Telecommunications equipment.
Expiration Date:
07/01/2017
 
         
 
 

Revolving Line of Credit

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

The Facility has been extended through March 31, 2015. The interest rate on general advances under the Facility is CB&T’s prime rate. We may elect to designate up to five advances on the outstanding principal balance of the Facility to bear interest at the current London Interbank Offered Rate 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, we are 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. On June 17, 2013 and June 21, 2013, the Fund borrowed $1,000,000 and $2,000,000, respectively, under the Facility. On July 9, 2013, the Fund repaid the $3,000,000 in full.
 
 
 
5

 
ICON Leasing Fund Twelve, LLC

Performance Analysis

Capital Invested As of March 31, 2013
$364,386,021
Leverage Ratio
1.06:1*
% of Receivables Collected in the Quarter Ended March 31, 2013
100%**
*    Leverage ratio is defined as total liabilities divided by total equity.
**  Collections as of July 8, 2013.

One of our objectives is to provide cash distributions to our members.  In order to assess our ability to meet this objective, unaffiliated broker dealers, third party due diligence providers and other members of the investing community have requested that we report a financial measure that can be reconciled to our financial statements and can be used to assess our ability to support cash distributions from our business operations.  We refer to this financial measure as cash available from our business operations, or CABO.  CABO is not equivalent to our net operating income or loss as determined under GAAP.  Rather, it is a measure that may be a better financial measure for an equipment fund because it measures cash generated by investments, net of management fees and expenses, during a specific period of time.  We define CABO as the net change in cash during the period plus distributions to members and investments made during such period, less the debt  proceeds used to make such investments and the activity related to the Facility, as well as the net proceeds from equity raised through the sale of interests during such period, if any.

We believe that CABO may be an appropriate supplemental measure of an equipment fund’s performance because it is based on a measurement of cash during a specific period that excludes cash from non-business operations, such as distributions, investments and equity raised.

Presentation of this information is intended to assist unaffiliated broker dealers, third party due diligence providers and other members of the investing community in understanding the Fund’s ability to support its distributions from its business operations. It should be noted, however, that no other equipment funds calculate CABO, and therefore comparisons with other equipment funds are not meaningful.  CABO should not be considered as an alternative to net income (loss) as an indication of our performance or as an indication of our liquidity.  CABO should be reviewed in conjunction with other measurements as an indication of our performance.

Cash Available from Business Operations, or CABO, is the cash generated by investments during a specific period of time, net of fees and expenses, excluding distributions to members, net equity raised and investments made.
 
 
Net Change in Cash per GAAP Cash Flow Statement   Business Operations
Net cash flow generated by our investments, net of fees and expenses (CABO)
   
Non-Business Operations
Net Equity Raised
Cash expended to make investments
and Distributions to Members
 
As indicated above, the total net change in cash is the aggregate of the net cash flows from Business Operations and the net cash flows from Non-Business Operations.  By taking the total net change in cash and removing the cash activity related to Non-Business Operations (distributions, investments and equity raised), the amount remaining is the net cash available from Business Operations (net cash flows generated by investments, net of fees and expenses).
 
 
 
6

 
ICON Leasing Fund Twelve, LLC
 
Performance Analysis (Continued)
 
In summary, CABO is calculated as:

Net change in cash during the period per the GAAP cash flow statement
+ distributions to Members during the period
+ investments made during the period
- debt proceeds to be specifically used to make an investment
- net proceeds from the sale of Interests during the period

= CABO
 
   
Cash Available From Business Operations
 
for the Period January 1, 2013 to March 31, 2013
 
             
Cash Balance at January 1, 2013
  $ 30,980,776        
Cash Balance at March 31, 2013
  $ 27,103,704        
               
Net Change in Cash
          $ (3,877,072 )
                 
Add Back:
               
Distributions Paid to Members from January 1, 2013 to March 31, 2013
          $ 7,083,361  
                 
Investments made during the Period
               
Investment in Notes Receivable
  $ 706,950          
Investment in Joint Ventures
    -          
            $ 706,950  
                 
Deduct:
               
Net Equity raised during the Period
          $ -  
Debt Proceeds used specifically for Investments and activity related to the revolver
    $ -  
                 
Cash Available from Business Operations (CABO)
          $ 3,913,239 (1)
                 
(1) Cash available from business operations includes the collection of principal and interest from our investments in notes receivable and finance leases. Distributions paid to Members and CABO for the period January 1, 2012 to December 31, 2012 were $33,974,546 and $64,482,246, respectively.
 
 
Transactions with Related Parties

We entered into certain agreements with our Manager and with and ICON Securities, LLC (“ICON Securities”), a wholly-owned subsidiary of our Manager, whereby we paid certain fees and reimbursements to those parties.  Our Manager was entitled to receive an organizational and offering expense allowance of 3.5% of capital raised up to $50,000,000, 2.5% of capital raised between $50,000,001 and $100,000,000, 1.5% of capital raised between $100,000,001 and $200,000,000, 1.0% of capital raised between $200,000,001, and $250,000,000 and 0.5% of capital raised over $250,000,000.  ICON Securities was entitled to receive a 2% underwriting fee from the gross proceeds from sales of shares to additional members.
 
 
7

 
ICON Leasing Fund Twelve, LLC

Transactions with Related Parties (Continued)

We entered into certain agreements with our Manager and with and ICON Securities, LLC (“ICON Securities”), a wholly-owned subsidiary of our Manager, whereby we paid certain fees and reimbursements to those parties.  Our Manager was entitled to receive an organizational and offering expense allowance of 3.5% of capital raised up to $50,000,000, 2.5% of capital raised between $50,000,001 and $100,000,000, 1.5% of capital raised between $100,000,001 and $200,000,000, 1.0% of capital raised between $200,000,001, and $250,000,000 and 0.5% of capital raised over $250,000,000.  ICON Securities was entitled to receive a 2% underwriting fee from the gross proceeds from sales of shares to additional members.
 
In accordance with the terms of our limited liability company agreement, we pay or paid our Manager (i) management fees ranging from 1% to 7% based on the type of transaction, and (ii) acquisition fees, through the end of the operating period, of 3% of the total purchase price (including indebtedness incurred or assumed and all fees and expenses incurred in connection therewith) of, or the value of the Capital Assets secured by or subject to, our investments. For a more detailed analysis of the fees payable to our Manager, please see the Fund’s prospectus.  In connection with the investments made for the period January 1, 2013 through the date of this report, we paid our Manager aggregate acquisition fees in the amount of approximately $895,000.
 
Our Manager performs certain services relating to the management of our equipment leasing and other financing activities.  Such services include, but are not limited to, the collection of lease payments from the lessees of the equipment or loan payments from borrowers, re-leasing services in connection with equipment which is off-lease, inspections of the equipment, liaising with and general supervision of lessees and borrowers to ensure that the equipment is being properly operated and maintained, monitoring performance by the lessees and borrowers of their obligations under the leases and loans, and the payment of operating expenses. Administrative expense reimbursements are costs incurred by our Manager or its affiliates that are necessary to our operations.
 
Our Manager also has a 1% interest in our profits, losses, cash distributions and liquidation proceeds.  We paid distributions to our Manager in the amount of $70,830 and $84,959 for the three months ended March 31, 2013 and 2012, respectively. Additionally, our Manager’s interest in our net (loss) income for the three months ended March 31, 2013 and 2012 was $(10,363) and $36,569, respectively.
 
Fees and other expenses paid or accrued by us to our Manager or its affiliates were as follows:
 
   
Three Months Ended
 
   
March 31,
 
 Entity
 
 Capacity
 
 Description
 
2013
   
2012
 
ICON Capital, LLC
 
Manager
 
Acquisition fees (1)
  $ 81,000     $ 957,641  
ICON Capital, LLC
 
Manager
 
Management fees (2)
    882,226       1,060,440  
ICON Capital, LLC
 
Manager
 
Administrative expense reimbursements (2)
    428,404       547,333  
    $ 1,391,630     $ 2,565,414  
                 
(1) Amount capitalized and amortized to operations.                
(2) Amount charged directly to operations.                
 
At March 31, 2013 and December 31, 2012, we had a net payable due to the Manager and its affiliates of $28,404 and $278,630, respectively, primarily related to administrative expense reimbursements.
 
Your participation in the Fund is greatly appreciated.
 
We are committed to protecting the privacy of our investors in compliance with all applicable laws. Please be advised that, unless required by a regulatory authority such as FINRA or ordered by a court of competent jurisdiction, we will not share any of your personally identifiable information with any third party.
 
 
 
8

 
ICON Leasing Fund Twelve, LLC

 
Financial Statements                                                                                                 (A Delaware Limited Liability Company)
Consolidated Balance Sheets
 
   
March 31,
   
December 31,
 
   
2013
   
2012
 
   
(unaudited)
       
Assets
 
Current assets:
           
 Cash and cash equivalents
  $ 27,103,704     $ 30,980,776  
 Current portion of net investment in notes receivable
    3,656,309       3,504,935  
 Current portion of net investment in finance leases
    24,860,263       23,051,283  
 Other current assets
    844,332       1,283,542  
Total current assets
    56,464,608       58,820,536  
Non-current assets:
               
 Net investment in notes receivable, less current portion
    23,671,738       23,912,048  
 Net investment in finance leases, less current portion
    126,613,871       123,879,170  
 Leased equipment at cost (less accumulated depreciation of
               
$117,497,813 and $111,464,733, respectively)
    120,631,321       141,269,561  
 Investment in joint ventures
    14,597,301       14,286,846  
 Other non-current assets
    3,457,776       3,618,861  
Total non-current assets
    288,972,007       306,966,486  
Total assets
  $ 345,436,615     $ 365,787,022  
Liabilities and Equity
 
Current liabilities:
               
 Current portion of non-recourse long-term debt
  $ 56,004,663     $ 62,260,590  
 Derivative financial instruments
    2,596,823       3,267,800  
 Deferred revenue
    3,594,434       3,771,239  
 Due to Manager and affiliates, net
    28,404       278,630  
 Accrued expenses and other current liabilities
    3,016,655       3,345,031  
 Total current liabilities
    65,240,979       72,923,290  
 Non-current liabilities:
               
Non-recourse long-term debt, less current portion
    56,267,965       61,081,250  
Seller's credit
    55,853,819       55,453,973  
Total non-current liabilities
    112,121,784       116,535,223  
Total liabilities
    177,362,763       189,458,513  
Commitments and contingencies
               
Equity:
 
Members’ equity:
               
Additional members
    156,167,181       164,205,604  
Manager
    (1,534,180 )     (1,452,987 )
Accumulated other comprehensive loss
    (3,661,768 )     (4,213,086 )
Total members’ equity
    150,971,233       158,539,531  
Noncontrolling interests
    17,102,619       17,788,978  
Total equity
    168,073,852       176,328,509  
Total liabilities and equity
  $ 345,436,615     $ 365,787,022  
 
 
 
9

 
ICON Leasing Fund Twelve, LLC

 
Financial Statements                                                                                                 (A Delaware Limited Liability Company)
Consolidated Statements of Comprehensive (Loss) Income (unaudited)
 
   
Three Months Ended
 
   
March 31,
 
   
2013
   
2012
 
Revenue and other income:
 
Finance income
  $ 4,268,846     $ 5,494,270  
Rental income
    10,111,872       11,327,208  
Income from investment in joint ventures
    645,029       548,300  
Net gain on sale of assets
    -       289,669  
Total revenue and other income
    15,025,747       17,659,447  
 Expenses:
               
Management fees
    882,226       1,060,440  
Administrative expense reimbursements
    428,404       547,333  
General and administrative
    797,419       858,071  
Interest
    2,611,789       3,316,660  
Depreciation
    9,491,582       10,325,482  
Reversal of credit loss reserve
    -       (345,000 )
Impairment loss
    1,770,529       -  
Gain on derivative financial instruments
    (70,215 )     (2,292,488 )
Total expenses
    15,911,734       13,470,498  
Net (loss) income
    (885,987 )     4,188,949  
Less: net income attributable to noncontrolling interests
    150,268       532,078  
Net (loss) income attributable to Fund Twelve
    (1,036,255 )     3,656,871  
                 
Other comprehensive income:
               
Change in fair value of derivative financial instruments
    618,730       397,378  
Currency translation adjustments
    (45,748 )     89,190  
Total other comprehensive income
    572,982       486,568  
Comprehensive (loss) income
    (313,005 )     4,675,517  
Less: comprehensive income attributable to noncontrolling interests
    171,932       548,941  
Comprehensive (loss) income attributable to Fund Twelve
  $ (484,937 )   $ 4,126,576  
                 
Net (loss) income attributable to Fund Twelve allocable to:
               
Additional members
  $ (1,025,892 )   $ 3,620,302  
Manager
    (10,363 )     36,569  
    $ (1,036,255 )   $ 3,656,871  
                 
Weighted average number of additional shares of
               
limited liability company interests outstanding
    348,429       348,636  
                 
Net (loss) income attributable to Fund Twelve per weighted average additional
               
share of limited liability company interests outstanding
  $ (2.94 )   $ 10.38  
 
 
 
10

 
ICON Leasing Fund Twelve, LLC



Financial Statements                                                                                                 (A Delaware Limited Liability Company)
Consolidated Statements of Changes in Equity
 
   
Members' Equity
       
   
Additional
                                     
   
Shares of
               
Accumulated
                   
   
Limited Liability
               
Other
   
Total
             
   
Company
   
Additional
         
Comprehensive
   
Members'
   
Noncontrolling
   
Total
 
   
Interests
   
Members
   
Manager
   
Loss
   
Equity
   
Interests
   
Equity
 
Balance, December 31, 2012
    348,429     $ 164,205,604     $ (1,452,987 )   $ (4,213,086 )   $ 158,539,531     $ 17,788,978     $ 176,328,509  
Net (loss) income
    -       (1,025,892 )     (10,363 )     -       (1,036,255 )     150,268       (885,987 )
Change in fair value of derivative
                                                       
financial instruments
    -       -       -       597,066       597,066       21,664       618,730  
Currency translation adjustments
    -       -       -       (45,748 )     (45,748 )     -       (45,748 )
Cash distributions
    -       (7,012,531 )     (70,830 )     -       (7,083,361 )     (858,291 )     (7,941,652 )
Balance, March 31, 2013 (unaudited)
    348,429     $ 156,167,181     $ (1,534,180 )   $ (3,661,768 )   $ 150,971,233     $ 17,102,619     $ 168,073,852  
 
 
 
 
11

 
ICON Leasing Fund Twelve, LLC

 
Financial Statements                                                                                                 (A Delaware Limited Liability Company)
Consolidated Statements of Cash Flows (unaudited)
 
   
Three Months Ended March 31,
 
   
2013
   
2012
 
Cash flows from operating activities:
           
Net (loss) income
  $ (885,987 )   $ 4,188,949  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
               
Finance income
    (3,331,663 )     (3,670,561 )
Rental income paid directly to lenders by lessees
    (7,514,388 )     (7,548,502 )
Income from investment in joint ventures
    (645,029 )     (548,300 )
Depreciation
    9,491,582       10,325,482  
Interest expense on non-recourse financing paid directly to lenders by lessees
    633,707       869,615  
Interest expense from amortization of debt financing costs
    183,532       247,813  
Net accretion of seller's credit and other
    539,846       520,423  
Impairment loss
    1,770,529       -  
Reversal of credit loss reserve
    -       (345,000 )
Net gain on sale of assets
    -       (289,669 )
Gain on derivative financial instruments
    (70,215 )     (2,292,488 )
Changes in operating assets and liabilities:
               
Collection of finance leases
    7,773,102       9,223,482  
Other assets
    438,827       1,241,075  
Accrued expenses and other current liabilities
    (468,376 )     (612,874 )
Deferred revenue
    (176,805 )     353,721  
Due to Manager and affiliates, net
    (250,226 )     6,964  
Distributions from joint ventures
    144,245       382,505  
Net cash provided by operating activities
    7,632,681       12,052,635  
Cash flows from investing activities:
               
Proceeds from sale of equipment
    -       1,463,425  
Distributions received from joint ventures in excess of profits
    190,329       245,460  
Investment in notes receivable
    (706,950 )     (16,130,690 )
Principal received on notes receivable
    737,206       2,350,633  
Net cash provided by (used in) investing activities
    220,585       (12,071,172 )
Cash flows from financing activities:
               
Proceeds from revolving line of credit, recourse
    -       1,200,000  
Repayment of non-recourse long-term debt
    (3,788,540 )     (5,376,579 )
Repurchase of shares of limited liability company interests
    -       (15,201 )
Distributions to noncontrolling interests
    (858,291 )     (987,777 )
Cash distributions to members
    (7,083,361 )     (8,495,859 )
Net cash used in financing activities
    (11,730,192 )     (13,675,416 )
Effects of exchange rates on cash and cash equivalents
    (146 )     9,762  
Net decrease in cash and cash equivalents
    (3,877,072 )     (13,684,191 )
Cash and cash equivalents, beginning of period
    30,980,776       26,317,435  
Cash and cash equivalents, end of period
  $ 27,103,704     $ 12,633,244  
   
Supplemental disclosure of cash flow information:
               
Cash paid for interest
  $ 1,613,300     $ 1,621,007  
   
Supplemental disclosure of non-cash investing and financing activities:
               
Principal and interest on non-recourse long-term debt paid directly to lenders by lessees
  $ 7,918,856     $ 8,155,205  
Reclassification of net assets from leased equipment at cost to net investment in
               
finance lease
  $ 9,376,510     $ -  
 
 
 
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ICON Leasing Fund Twelve, LLC
 
 
Forward Looking Statements
 
Certain statements within this document may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”).  These statements are being made pursuant to the PSLRA, with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by law, we assume no obligation to update or supplement such statements.  Forward-looking statements are those that do not relate solely to historical fact.  They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events.  You can identify these statements by the use of words such as “may,” “will,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,” “intend,” “predict” or “project” and variations of these words or comparable words or phrases of similar meaning.  These forward-looking statements reflect our current beliefs and expectations with respect to future events and are based on assumptions and are subject to risks and uncertainties and other factors outside our control that may cause actual results to differ materially from those projected.  We undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
 

Additional Infromation
 
“Total Proceeds Received,” as referenced in the section entitled Dispositions Following the Quarter, does not include proceeds received to satisfy indebtedness incurred in connection with the investment, if any, or the payment of any fees or expenses with respect to such investment.
 
A detailed financial report on SEC Form 10-Q or 10-K (whichever is applicable) is available to you.  It is typically filed either 45 or 90 days after the end of a quarter or year, respectively.  Usually this means a filing will occur on or around March 31, May 15, August 14, and November 14 of each year.  It contains financial statements and detailed sources and uses of cash plus explanatory notes.  You are always entitled to these reports.  Please access them by:
 
·  
Visiting www.iconinvestments.com, or
 
·  
Visiting www.sec.gov, or
 
·  
Writing us at: Angie Seenauth c/o ICON Investments, 3 Park Avenue, 36th Floor, New York, NY 10016
 
We do not distribute these reports to you directly in order to keep our expenses down as the cost of mailing this report to all investors is significant.  Nevertheless, the reports are immediately available upon your request.
 
 
 
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