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8-K - ICON LEASING FUND TWELVE, LLCbody.htm
Exhibit 99.1


 
ICON Leasing Fund Twelve, LLC
 
 
 
 
 
 
Portfolio Overview
Second Quarter 2013
 
 
 
 
 
 
 
 
 
 
 

 
 
  Table of Contents    
       
       
 
Introduction to Portfolio Overview
 1  
       
 
Investments During the Quarter
 1  
       
  Investments Following the Quarter  2  
       
  Dispositions During the Quarter  2  
       
  Dispositions Following the Quarter  3  
       
  Portfolio Overview  4  
       
  Revolving Line of Credit  6  
       
  Performance Analysis  6  
       
  Transactions with Related Parties  8  
       
  Financial Statements  9  
       
  Forward Looking Statements  13  
       
  Additional Information  13  
 
 
 

 
 
ICON Leasing Fund Twelve, LLC
 
As of October 18, 2013
 
Introduction to Portfolio Overview                                                                                                 

We are pleased to present ICON Leasing Fund Twelve, LLC’s (the “Fund”) Portfolio Overview for the quarter ended June 30, 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 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 continue to seek to finance equipment subject to lease or to structure financings secured primarily by equipment.  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.
 
Investments During the Quarter

The Fund made the following investments during the quarter ended June 30, 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
 

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 $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:
All of the telecommunications equipment and assets of NTS valued at $60,000,000.
Structure:
Loan
 
Expiration Date:
07/01/2017
 
Facility Amount:
$4,300,000
 
Equity Invested:
$1,935,000
 

 
 
1

 
 
ICON Leasing Fund Twelve, LLC
 
Investments Following the Quarter

The Fund made the following investments after the quarter ended June 30, 2013:

Murray Energy Corporation
Investment Date:
09/12/2013
Collateral:
Mining equipment acquired for $15,107,000.
Structure:
Lease
 
Expiration Date:
09/30/2015
 
Purchase Price:
$15,107,000
 
Equity Invested:
$4,985,000
 

Cenveo Corporation
Investment Date:
09/16/2013
Collateral:
Printing, folding and packaging equipment used in the production of commercial envelopes valued at $29,123,000.
Structure:
Loan
 
Expiration Date:
10/01/2018
 
Facility Amount:
$20,000,000
 
Equity Invested:
$11,000,000
 

 
Dispositions During the Quarter
 
The Fund disposed of the following investments during the quarter ended June 30, 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

 
 
2

 
 
ICON Leasing Fund Twelve, LLC
 
Dispositions Following the Quarter

The Fund disposed of the following investments after the quarter ended June 30, 2013:

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

Broadview Networks Holdings, Inc.
Structure:
Lease
Collateral:
Telecommunications equipment.
Disposition Dates:
07/31/2013
08/31/2013
Equity Invested:
$602,00
$613,000
Total Proceeds Received:
$783,000
$797,000

AET, Inc. Limited
Structure:
Lease
Collateral:
One Aframax tanker.
Disposition Date:
08/16/2013
Equity Invested:
$14,475,000
Total Proceeds Received:
$3,260,000

Leighton Holdings Ltd.
Structure:
Lease
Collateral:
An accommodation and work barge.
Disposition Date:
8/25/2013
 
Equity Invested:
$3,889,000
 
Total Proceeds Received:
$8,159,000
 

EMS Enterprise Holdings, LLC
Structure:
Loan
Collateral:
Metal cladding equipment consisting of furnaces, rolling mills, winders, slitters and production lines.
Disposition Date:
09/03/2013
 
Equity Invested:
$3,200,000
 
Total Proceeds Received:
$4,460,000
 

Pliant Corporation
Structure:
Lease
Collateral:
Plastic films and flexible packaging manufacturing equipment.
Disposition Date:
10/07/2013
 
Equity Invested:
$5,452,000
 
Total Proceeds Received:
$9,497,000
 

 
 
3

 
 
ICON Leasing Fund Twelve, LLC
 
Portfolio Overview

As of June 30, 2013, our portfolio consisted of the following investments:

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.   
Equipment, plant, and machinery associated with the condensate splitter and aromatics complex located on Jurong Island, Singapore.
Structure:
Loan
Collateral:
Expiration Date:
01/16/2021
 

Magnum Coal Company
     
Structure:
Lease
Collateral:
A Bucyrus Erie model 1570 Dragline.
Expiration Date:
8/1/2015
   

Sealynx
     
Structure:
Lease
Collateral:
Auto parts manufacturing equipment.
Expiration Date:
6/1/2013
   

Broadview Networks Holdings, Inc.
     
Structure:
Lease
Collateral:
Telecommunications equipment.
Expiration Dates:
Various dates through
   
 
3/31/2014
   

Frontier Oilfield Services, Inc.
     
Structure:
Loan
Collateral:
Saltwater disposal wells and related equipment.
Expiration Date:
2/1/2018
 

ION Geophysical, Inc.
     
Structure:
Loan
Collateral:
Analog seismic system equipment.
Expiration Date:
8/1/2014
   

Pliant Corporation
     
Structure:
Lease
Collateral:
Plastic films and flexible packaging manufacturing equipment.
Expiration Date:
9/30/2013
 

AET, Inc. Limited
     
Structure:
Lease
Collateral:
Five Aframax tankers and two Very Large Crude Carriers.
Expiration Dates:
11/14/2013
 
 
3/29/2014
 
 
3/29/2021
   

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:
4/24/2014
   

 
 
4

 
 
ICON Leasing Fund Twelve, LLC
 
Portfolio Overview (continued)

Swiber Holdings Limited
     
Structure:
Lease
Collateral:
A saturation diving system and a 300-man accommodation and work barge.
Expiration Date:
6/30/2014
 
 
3/23/2017
   

Ionian Group
     
Structure:
Lease
Collateral:
A product tanker vessel.
Expiration Date:
10/29/2014
   

EMS Enterprise Holdings, LLC
    Metal cladding equipment consisting of furnaces, rolling mills, winders, slitters and production lines.
Structure:
Loan
Collateral:
Expiration Date:
9/1/2014
 

Leighton Holdings Ltd.
     
Structure:
Lease
Collateral:
An accommodation and work barge and three pipelay barges.
Expiration Dates:
06/25/2017
10/27/2017
 
 
1/4/2018
   

NTS, Inc.
     
Structure:
Loan
Collateral:
All of the telecommunications equipment and assets of NTS.
Expiration Date:
7/1/2017
 

Lubricating Specialties Company
     
Structure:
Loan
Collateral:
Liquid storage tanks, blending lines and packaging equipment.
Expiration Date:
8/1/2018
 

 
 
5

 
 
ICON Leasing Fund Twelve, LLC
 
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.  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 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 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. On June 18, 2013 and June 21, 2013, the Fund borrowed $1,000,000 and $2,000,000, respectively, under the Facility and fully repaid the $3,000,000 on July 9, 2013. On September 9, 2013, we borrowed an additional $7,500,000 under the Facility and fully repaid the $7,500,000 on October 8, 2013.

Performance Analysis

Capital Invested as of June 30, 2013
$376,838,048
Leverage Ratio
0.92:1*
% of Receivables Collected in the Quarter Ended June 30, 2013
100%**

*    Leverage ratio is defined as total liabilities divided by total equity.
**  Collections as of October 7, 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
 
ICON Leasing Fund Twelve, LLC
Cash Available From Business Operations
for the Period January 1, 2013 to June 30, 2013
         
Cash Balance at January 1, 2013
$ 30,980,776      
Cash Balance at June 30, 2013
$ 12,024,042      
Net Change in Cash
      $ (18,956,734)  
Add Back:
           
Distributions Paid to Members from January 1, 2013 to June 30, 2013
      $ 13,461,322  
Investments made during the Period:
           
Investment in Notes Receivable
$ 6,823,515        
Investment in Joint Ventures
$ 6,456,049        
Deduct:
           
Net Equity raised during the Period
      $ (31,816)  (1)
Debt Proceeds used specifically for Investments and activity related to the revolver
      $ 3,000,000  
Cash Available from Business Operations (CABO)
      $ 4,815,968  (2)
             
(1) This amount is the net amount of (a) Sale of Limited Liability Company Interests, (b) Sales and Offering Expenses Paid, (c) Deferred Charges and (d) Repurchase of Limited Liability Company Interests, all directly from the GAAP Cash Flow statement. This amount is deducted as it is not considered a source for distributions.
 
(2) 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.
 
 
7

 
 
ICON Leasing Fund Twelve, LLC
 
Transactions with Related Parties

We entered into certain agreements with our Manager and ICON Securities, LLC (“ICON Securities”), a wholly-owned subsidiary of our Manager and our dealer manager for our offering, 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 $1,525,000.
 
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 of $63,779 and $134,609 for the three and six months ended June 30, 2013, respectively. We paid distributions to our Manager of $84,950 and $169,909 for the three and six months ended June 30, 2012, respectively. Additionally, our Manager’s interest in our net income (loss) was $7,750 and $(2,813) for the three and six months ended June 30, 2013, respectively. Our Manager’s interest in our net income was $1,105 and $37,674 for the three and six months ended June 30, 2012, respectively.
 
Fees and other expenses paid or accrued by us to our Manager or its affiliates were as follows:
 
        Three Months Ended June 30,   Six Months Ended June 30,
Entity Capacity  Description    2013   2012   2013   2012
ICON Capital, LLC Manager Acquisition fees (1)   $ 813,997   $ 6,694   $ 894,977   $ 964,335
ICON Capital, LLC Manager Management fees (2)     988,500     1,232,653     1,870,725     2,293,093
ICON Capital, LLC Manager Administrative expense reinbursements (2)     480,208     927,307     908,612     1,474,640
        $ 2,282,685   $ 2,166,654   $ 3,674,314   $ 4,732,068
 
(1) Admount capitalized and amortized to operations
(2) Amount charged directly to operations.
 
At June 30, 2013 and December 31, 2012, we had a net payable due to the Manager and its affiliates of $11,162 and $278,630, respectively, related to management fees and 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
(A Delaware Limited Liability Company)
Financial Statements
Consolidated Balance Sheets
 
   
June 30, 2013 (unaudited)
 
December 31, 2012
  Assets      
Current assets:
     
 Cash and cash equivalents
$ 12,024,042   $ 30,980,776
 Current portion of net investment in notes receivable
  4,003,370     3,504,935
 Current portion of net investment in finance leases
  18,024,715     23,051,283
 Other current assets
  1,018,088     1,283,542
 Total Current assets
    35,070,215     58,820,536
Non-current assets:
         
 Net investment in notes receivable, less current portion
  28,491,198     23,912,048
 Net investment in finance leases, less current portion
  122,674,127     123,879,170
Leased equipment at cost (less accumulated depreciation of
$103,845,576 and $111,464,733, respectively)
  100,776,221     141,269,561
 Investment in joint ventures
  21,876,860     14,286,846
 Other non-current assets
  2,488,555     3,618,861
 Total non-current assets
    276,306,961     306,966,486
Total assets
$ 311,377,176   $ 365,787,022
  Liabilities and Equity          
Current liabilities:
         
Current portion of non-recourse long-term debt
$ 57,707,836   $ 62,260,590
Revolving line of credit, recourse
  3,000,000     -
Derivative financial instruments
  1,866,031     3,267,800
Deferred revenue
  2,293,423     3,771,239
Due to Manager and affiliates, net
  11,162     278,630
Accrued expenses and other current liabilities
  6,227,680     3,345,031
Total current liabilities
    71,106,132     72,923,290
 Non-current liabilities:
         
Non-recourse long-term debt, less current portion
  24,478,323     61,081,250
Seller's credit
  53,246,655     55,453,973
Total non-current liabilities
    77,724,978     116,535,223
 Total Liabilities     148,831,110     189,458,513
Commitments and contingencies
     
Equity:
           
Members’ equity:
         
Additional members
  150,568,608     164,205,604
Manager
    (1,590,409)     (1,452,987)
Accumulated other comprehensive loss
  (3,020,385)     (4,213,086)
Total Members’ equity:
    145,957,814     158,539,531
Noncontrolling interests
  16,588,252     17,788,978
Total Equity     162,546,066     176,328,509
Total liabilities and equity
$ 311,377,176   $ 365,787,022
 
 
9

 
 
ICON Leasing Fund Twelve, LLC
A Delaware Limited Liability Company)
Financial Statements
Consolidated Statements of Comprehensive Income (unaudited)
 
 
Three Months Ended June 30,
 
Six Months Ended Jume 30,
 
2013
 
2012
 
2013
 
2012
Revenue and other income:
           
 Finance income
$ 4,638,049   $ 4,885,569   $ 8,906,895   $ 10,379,839
 Rental income
  9,619,488     11,337,113     19,731,360     22,664,321
 Income from investment in joint ventures
  1,158,083     23,767     1,803,112     572,067
 Gain on lease termination
  2,887,375     -     2,887,375     -
 (Loss) gain on sale of assets, net
  (2,690,288)     -     (2,690,288)     289,669
 Litigation settlement
  -     418,900     -     418,900
 Total revenue and other income
  15,612,707     16,665,349     30,638,454     34,324,796
 Expenses:
                     
 Management fees
  988,500     1,232,653     1,870,725     2,293,093
 Administrative expense reimbursements
  480,208     927,307     908,612     1,474,640
 General and administrative
  994,182     829,381     1,791,602     1,687,452
 Interest
  2,398,784     3,139,124     5,010,573     6,455,784
 Depreciation
  9,598,966     10,325,480     19,090,548     20,650,962
 Reversal of credit loss reserve
  -     -     -     (345,000)
 Impairment loss
  -     -     1,770,529     -
 Loss (gain) on derivative financial instruments
  88,758     (427,590)     18,543     (2,720,078)
Total expenses
  14,549,398     16,026,355     30,461,132     29,496,853
 Net income
  1,063,309     638,994     177,322     4,827,943
 Less: net income attributable to noncontrolling interests
  308,334     528,486     458,602     1,060,564
 Net income (loss) attributable to Fund Twelve
  754,975     110,508     (281,280)     3,767,379
                       
Other comprehensive income:
                 
 Change in fair value of derivative financial instruments
  635,988     640,190     1,254,718     1,037,568
 Currency translation adjustments
  22,566     (143,859)     (23,182)     (54,669)
 Total other comprehensive income   658,554     496,331     1,231,536     982,899
 Comprehensive income
  1,721,863     1,135,325     1,408,858     5,810,842
 Less: comprehensive income attributable to noncontrolling interests
  325,505     558,355     497,437     1,107,296
 Comprehensive income attributable to Fund Twelve
$ 1,396,358   $ 576,970   $ 911,421   $ 4,703,546
                       
Net income (loss) attributable to Fund Twelve allocable to:
     
 Additional members
$ 747,425   $ 109,403   $ (278,467)   $ 3,729,705
 Manager
  7,550     1,105     (2,813)     37,674
  $ 754,975   $ 110,508   $ (281,280)   $ 3,767,379
                       
Weighted average number of additional shares of
           
 limited liability company interests outstanding
  348,346     348,598     348,387     348,617
                       
Net income (loss) attributable to Fund Twelve per weighted average
     
  additional share of limited liability company interests outstanding
$ 2.15   $ 0.31   $ (0.80)   $ 10.70
 
 
10

 
 
ICON Leasing Fund Twelve, LLC
(A Delaware Limited Liability Company)
Financial Statements
Consolidated Statements of Changes in Equity
 
 
Members' Equity
       
 
Additional Shares of Limited Liability Company Interest
 
Additonal Members
 
Manager
 
Accumulated Other Comprehensive Income
 
Total Members' Equity
 
Noncontrolling Interests
 
Total 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
Net income
  -     747,425     7,550     -     754,975     308,334     1,063,309
Change in fair value of derivative
                                       
financial instruments
  -     -     -     618,817     618,817     17,171     635,988
Currency translation adjustments
  -     -     -     22,566     22,566     -     22,566
Cash distributions
  -     (6,314,182)     (63,779)     -     (6,377,961)     (839,872)     (7,217,833)
Repurchase of shares of limited liability
                                       
company interests
  (94)     (31,816)     -     -     (31,816)     -     (31,816)
Balance, June 30, 2013 (unaudited)
  348,335   $ 150,568,608   $ (1,590,409)   $ (3,020,385)   $ 145,957,814   $ 16,588,252   $ 162,546,066
 
 
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ICON Leasing Fund Twelve, LLC
(A Delaware Limited Liability Company)
Financial Statements
Consolidated Statements of Cash Flows (unaudited)
 
 
Six Months Ended June 30,
 
2013
 
2012
Cash flows from operating activities:
     
Net income
$ 177,322   $ 4,827,943
Adjustments to reconcile net income to net cash provided by operating activities:
         
Finance income
  (6,838,573)     (6,690,121)
Rental income paid directly to lenders by lessees
  (14,405,263)     (15,045,156)
Income from investment in joint ventures
  (1,803,112)     (572,067)
Depreciation
  19,090,548     20,650,962
Interest expense on non-recourse financing paid directly to lenders by lessees
  1,181,314     1,696,078
Interest expense from amortization of debt financing costs
  384,009     476,486
Net accretion of seller's credit and other
  1,162,682     917,299
Impairment loss
  1,770,529     -
Reversal of credit loss reserve
  -     (345,000)
Gain on lease termination
  (2,887,375)     -
Loss (gain) on sale of assets, net
  2,690,288     (289,669)
Loss (gain) on derivative financial instruments
  18,543     (2,720,078)
Changes in operating assets and liabilities:
         
Collection of finance leases
  14,444,326     16,034,206
Other assets
  1,027,068     981,882
Accrued expenses and other current liabilities
  (720,259)     (927,040)
Deferred revenue
  (353,910)     476,668
Due to Manager and affiliates, net
  (267,468)     (51,083)
Distributions from joint ventures
  288,782     583,965
Net cash provided by operating activities   14,959,451     20,005,275
Cash flows from investing activities:
         
Proceeds from sale of leased equipment
  1,938,915     1,463,425
Investment in joint ventures
  (6,456,049)     (137,500)
Distributions received from joint ventures in excess of profits
  380,365     378,575
Investment in notes receivable
  (6,823,515)     (16,356,054)
Principal received on notes receivable
  1,618,487     16,900,498
Net cash (used in) provided by investing activities   (9,341,797)     2,248,944
Cash flows from financing activities:
         
Proceeds from revolving line of credit, recourse
  3,000,000     1,200,000
Repayment of revolving line of credit, recourse
  -     (1,200,000)
Repayment of non-recourse long-term debt
  (12,383,014)     (9,165,119)
Repurchase of shares of limited liability company interests
  (31,816)     (70,336)
Distributions to noncontrolling interests
  (1,698,163)     (2,059,541)
Cash distributions to members
  (13,461,322)     (16,990,919)
Net cash used in financing activities   (24,574,315)     (28,285,915)
Effects of exchange rates on cash and cash equivalents
  (73)     9,464
Net decrease in cash and cash equivalents
  (18,956,734)     (6,022,232)
Cash and cash equivalents, beginning of period
  30,980,776     26,317,435
Cash and cash equivalents, end of period
$ 12,024,042   $ 20,295,203
           
Supplemental disclosure of cash flow information:
         
Cash paid for interest
$ 3,108,319   $ 3,202,932
           
Supplemental disclosure of non-cash investing and financing activities:
         
Principal and interest on non-recourse long-term debt paid directly to lenders by lessees
$ 25,420,765   $ 16,258,562
Reclassification of net assets from leased equipment at cost to net investment in
         
finance lease
$ 9,376,510   $ -
Principal on non-recourse long-term debt paid directly to lenders by buyers of equipment
$ 4,481,600   $ -
 
 
12

 
 
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 Information

“Total Proceeds Received,” as referenced in the sections entitled Dispositions During the Quarter and 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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