ICON LEASING FUND ELEVEN, LLC - FORM 8-K - EX-99.01

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8-K - ICON LEASING FUND ELEVEN, LLC	body.htm

Exhibit 99.1

ICON Leasing Fund Eleven, LLC

	Portfolio Overview


	Third Quarter 2013

	Table of Contents


	Introduction to Portfolio Overview	1

	Investments During the Quarter	1

	Disposition Following the Quarter	1

	Portfolio Overview	2

	Revolving Line of Credit	3

	Performance Analysis	3

	Transactions with Related Parties	3

	Financial Statements	6

	Forward Looking Statements	10

	Additional Information	10

ICON Leasing Fund Eleven, LLC

As of February 21, 2014

Introduction to Portfolio Overview

We are pleased to present ICON Leasing Fund Eleven, 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 $365,198,690 commencing with our initial offering on April 21, 2005 through the closing of the offering on April 21, 2007. Our operating period commenced in May 2007. On March 26, 2012, our operating period was extended for three years with the intention of having a very limited liquidation period thereafter, if any. 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 September 30, 2013:

Murray Energy Corporation
Investment Dates:	8/15/2013 9/12/2013	Collateral:	Mining equipment acquired for $1,979,000 and $15,107,000.
Structure:	Lease
Expiration Dates:	8/31/2016 9/30/2015
Purchase Price:	$1,979,000 $15,107,000
The Fund's Investment:	$1,979,000 $10,121,000

Disposition Following the Quarter

The Fund disposed of the following investment after the quarter ended September 30, 2013:

Pliant Corporation
Structure:	Lease	Collateral:	Plastic films and flexible packaging manufacturing equipment.
Disposition Date:	10/7/2013
The Fund's Investment:	$6,663,000
Total Proceeds Received:	$11,607,000

ICON Leasing Fund Eleven, LLC

Portfolio Overview

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

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

Heuliez SA
Structure:	Lease	Collateral:	Auto parts manufacturing equipment.
Expiration Date:	12/31/2014		Auto parts manufacturing equipment.

ZIM Integrated Shipping Services, Ltd.
Structure:	Loan	Collateral:	The original collateral, consisting of four containership vessels, was sold during the period of November 2010 through March 2011. ZIM’s remaining payment obligations continue until September 2014.
Maturity Date:	9/30/2014

SAExploration, Inc.
Structure:	Loan	Collateral:	Seismic imaging equipment.
Maturity Date:	11/28/2016		Seismic imaging equipment.

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

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.
Maturity Date:	1/16/2021

ICON Leasing Fund Eleven, LLC

Portfolio Overview (continued)

Murray Energy Corporation:
Structure:	Lease	Collateral:	Mining equipment.
Expiration Dates:	8/31/2016 9/30/2015		Mining equipment.

Revolving Line of Credit

On May 10, 2011, the Fund 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 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. At September 30, 2013, there were no obligations outstanding under the Facility.

Performance Analysis

Capital Invested as of September 30, 2013	$462,506,880
Leverage Ratio	0.04:1*
% of Receivables Collected in the Quarter Ended September 30, 2013	100%**

* Leverage ratio is defined as total liabilities divided by total equity.

** Collections as of January 7, 2013.

Transactions with Related Parties

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

Transactions with Related Parties (continued)

In accordance with the terms of our amended and restated 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 addition, our Manager is reimbursed for administrative expenses incurred in connection with our operations. In connection with the investments made for the period January 1, 2013 through the date of this report, our Manager suspended the collection of acquisition fees of approximately $1,350,000.

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.

Although our Manager continues to provide the services described above, during the three and nine months ended September 30, 2013, our Manager suspended the collection of management fees of approximately $140,000 and $922,000, respectively. Our Manager suspended the collection of management fees in the amounts of approximately $152,000 and $511,000 during the three and nine months ended September 30, 2012, respectively.

During the three and nine months ended September 30, 2013, our Manager suspended the collection of administrative expense reimbursements of approximately $110,000 and $435,000, respectively. During the three and nine months ended September 30, 2012, our Manager suspended the collection of administrative expense reimbursements of approximately $157,000 and $258,000, respectively.

Our Manager also has a 1% interest in our profits, losses, cash distributions and liquidation proceeds. We did not pay any distributions to our Manager during the three and nine months ended September 30, 2013 and the three months ended September 30, 2012. During the nine months ended September 30, 2012, we paid distributions to our Manager of $61,054. Additionally, our Manager’s interest in the net loss attributable to us was $16,095 and $11,589 for the three and nine months ended September 30, 2013, respectively. Our Manager’s interest in the net income attributable to us was $9,300 and $34,920 for the three and nine months ended September 30, 2012, respectively.

Transactions with Related Parties (continued)

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

			Three Months Ended September 30,				Nine Months Ended September 30,
Entity	Capacity	Description	2013		2012		2013		2012
ICON Capital, LLC	Manager	Administrative expense reinbursements (1)	$	-	$	-	$	-	$	403,145

(1) Amount charged directly to operations.

At September 30, 2013 and December 31, 2012, we had a net receivable of approximately $12,000 and $12,000, respectively, with our Manager and its affiliates primarily relating to certain proceeds collected by our Manager on our behalf.

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.

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Financial Statements

Consolidated Balance Sheets

				September 30,		December 31,
				2013		December 31,
				(unaudited)		2012
Assets
Current assets:
	Cash and cash equivalents			$	10,248,163	$	6,963,672
	Current portion of net investment in notes receivable				9,274,543		6,492,866
	Current portion of net investment in finance leases				1,363,571		5,370,040
	Current portion of net investment in mortgage receivable				-		17,047,922
	Asset held for sale				117,145		117,145
	Other current assets				46,868		88,731
	Deferred tax asset, net				-		1,415,947
	Income tax receivable				1,525,563		-
			Total current assets		22,575,853		37,496,323

Non-current assets:
	Net investment in notes receivable, less current portion				8,191,794		12,028,654
	Net investment in finance leases, less current portion				-		3,912,653
	Leased equipment at cost (less accumulated depreciation of
	$8,773,880 and $7,173,316, respectively)				21,615,234		5,798,515
	Investment in joint ventures				11,789,833		141,496
	Other non-current assets				85,946		83,096
			Total non-current assets		41,682,807		21,964,414
Total assets				$	64,258,660	$	59,460,737

Liabilities and Equity
Current liabilities:
	Accrued expenses and other liabilities			$	2,275,828	$	1,032,370
			Total liabilities		2,275,828		1,032,370

Commitments and contingencies

Equity:
	Members' equity:
		Additional members			57,992,065		59,139,513
		Manager			(2,642,184)		(2,630,595)
		Accumulated other comprehensive income (loss)			256,357		(422,976)
			Total members' equity		55,606,238		56,085,942
Noncontrolling interests					6,376,594		2,342,425
			Total equity		61,982,832		58,428,367

Total liabilities and equity				$	64,258,660	$	59,460,737

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Financial Statements

Consolidated Statements of Comprehensive (Loss) Income (unaudited)

			Three Months Ended September 30,				Nine Months Ended September 30,
			2013		2012		2013		2012
Revenue and other income:
	Finance income		$	809,322	$	1,671,836	$	2,965,288	$	5,044,150
	Rental income			1,253,515		743,232		2,739,977		3,491,428
	Income (loss) from investment in joint ventures			367,608		(351,470)		548,690		(11,088)
	Gain on extinguishment of debt			-		-		-		2,052,960
	Litigation settlement			-		-		-		171,100
		Total revenue and other income		2,430,445		2,063,598		6,253,955		10,748,550

Expenses:
	Administrative expense reimbursements			-		-		-		403,145
	General and administrative			213,923		518,971		1,827,068		1,766,781
	Vessel operating expense			-		-		-		1,047,506
	Depreciation			804,020		398,271		1,600,564		2,520,256
	Impairment loss			-		-		-		697,715
	Credit loss reserve			2,323,655		-		2,323,655		-
	Interest			24,681		21,441		218,637		293,218
	Remarketing expense			913,891		-		913,891		-
	Loss (gain) on derivative financial instruments			5,788		-		(15,071)		(75,922)
	Loss on disposition of assets of foreign investment			-		-		610,732		-
		Total expenses		4,285,958		938,683		7,479,476		6,652,699
(Loss) income before income taxes				(1,855,513)		1,124,915		(1,225,521)		4,095,851
	Income tax (expense) benefit			-		(53,440)		109,616		(170,636)
Net (loss) income				(1,855,513)		1,071,475		(1,115,905)		3,925,215
	Less: Net (loss) income attributable to noncontrolling interests			(245,929)		141,477		43,132		433,146
Net (loss) income attributable to Fund Eleven				(1,609,584)		929,998		(1,159,037)		3,492,069

Other comprehensive income:
	Change in fair value of derivative financial instruments			-		-		-		144,331
	Currency translation adjustments during the period			147,805		74,174		68,601		(32,078)
	Currency translation adjustments reclassified to net loss			-		-		610,732		-
		Total other comprehensive income		147,805		74,174		679,333		112,253
Comprehensive (loss) income				(1,707,708)		1,145,649		(436,572)		4,037,468
	Less: comprehensive (loss) income attributable to noncontrolling interests			(245,929)		141,477		43,132		433,146
Comprehensive (loss) income attributable to Fund Eleven			$	(1,461,779)	$	1,004,172	$	(479,704)	$	3,604,322

Net (loss) income attributable to Fund Eleven allocable to:
	Additional Members		$	(1,593,489)	$	920,698	$	(1,147,448)	$	3,457,149
	Manager			(16,095)		9,300		(11,589)		34,920
			$	(1,609,584)	$	929,998	$	(1,159,037)	$	3,492,069

Weighted average number of additional shares of
	limited liability company interests outstanding			362,656		362,656		362,656		362,656
Net (loss) income attributable to Fund Eleven per weighted
	average additional share of limited liability company
	interests outstanding		$	(4.39)	$	2.54	$	(3.16)	$	9.53

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Financial Statements

Consolidated Statements of Changes in Equity

	Members' Equity
	Additional Shares of Limited Liability Company Interests						Accumulated Other Comprehensive Income (Loss)		Total Members' Equity
			Additional Members		Manager						Noncontrolling Interests		Total Equity
			Additional Members		Manager						Noncontrolling Interests		Total 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

Net (loss) income		-		(52,900)		(534)		-		(53,434)		144,664		91,230
Currency translation adjustments		-		-		-		57,932		57,932		-		57,932
Cash distributions		-		-		-		-		-		(334,575)		(334,575)
Balance, June 30, 2013 (unaudited)		362,656	$	59,585,554	$	(2,626,089)	$	108,552	$	57,068,017	$	1,962,338	$	59,030,355

Net loss		-		(1,593,489)		(16,095)		-		(1,609,584)		(245,929)		(1,855,513)
Currency translation adjustments		-		-		-		147,805		147,805		-		147,805
Investment by noncontrolling interests		-		-		-		-		-		5,127,582		5,127,582
Cash distributions		-		-		-		-		-		(467,397)		(467,397)
Balance, September 30, 2013 (unaudited)		362,656	$	57,992,065	$	(2,642,184)	$	256,357	$	55,606,238	$	6,376,594	$	61,982,832

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Financial Statements

Consolidated Statements of Cash Flows (unaudited)

				Nine Months Ended September 30,
				2013		2012
Cash flows from operating activities:
	Net (loss) income			$	(1,115,905)	$	3,925,215
	Adjustments to reconcile net (loss) income to net cash
		provided by operating activities:
			Finance income		(344,633)		(693,587)
			Rental income paid directly to lenders by lessees		-		(1,204,110)
			(Income) loss from investment in joint ventures		(548,690)		11,088
			Depreciation		1,600,564		2,520,256
			Impairment loss		-		697,715
			Credit loss reserve		2,323,655		-
			Interest expense paid directly to lenders by lessees		-		219,296
			Interest expense from amortization of debt financing costs		-		11,047
			Gain on debt extinguishment		-		(2,052,960)
			Remarketing expense		913,891		-
			Gain on derivative financial instruments		(15,071)		(75,922)
			Deferred tax benefit		1,415,947		(355,167)
			Paid-in-kind interest income		(102,632)		-
			Loss on disposition of assets of foreign investment		610,732		-
	Changes in operating assets and liabilities:
		Collection of finance leases			930,070		3,039,461
		Other assets			53,663		(525,529)
		Accrued expenses and other liabilities			186,484		(9,820)
		Due from Manager and affiliates			(11,801)		(79,794)
		Distributions from joint ventures			-		(37,053)
		Income tax receivable			(1,525,563)		-
		Net cash provided by operating activities			4,370,711		5,390,136
Cash flows from investing activities:
	Investment in note receivable				(3,201,000)		(1,075,909)
	Purchase of equipment				(17,085,838)		-
	Proceeds from sales of leased equipment				5,094,877		6,885,831
	Principal received on notes receivable				4,386,746		2,540,211
	Principal received on mortgage note receivable				16,970,813		-
	Investment in joint venture				(11,101,155)		-
	Distributions received from joint ventures in excess of profits				1,508		948,546
		Net cash (used in) provided by investing activities			(4,934,049)		9,298,679
Cash flows from financing activities:
	Proceeds from revolving line of credit, recourse				-		5,000,000
	Repayment of revolving line of credit, recourse				-		(5,000,000)
	Repayment of long-term debt				-		(7,825,930)
	Cash distributions to members				-		(6,105,318)
	Investment by noncontrolling interest				4,978,027		-
	Distributions to noncontrolling interests				(1,136,545)		(1,003,720)
		Net cash provided by (used in) financing activities			3,841,482		(14,934,968)
Effects of exchange rates on cash and cash equivalents					6,347		(3,705)
Net increase (decrease) in cash and cash equivalents					3,284,491		(249,858)
Cash and cash equivalents, beginning of period					6,963,672		6,824,356
Cash and cash equivalents, end of period				$	10,248,163	$	6,574,498
Supplemental disclosure of cash flow information:
	Cash paid during the period for interest			$	-	$	9,278
Supplemental disclosure of non-cash investing and financing activities:
	Principal and interest on long-term debt paid
		directly to lenders by lessees		$	-	$	1,204,110
	Equipment purchased with remarketing liability			$	181,890	$	-
	Acquisition fee paid by noncontrolling interest			$	149,555	$	-

ICON Leasing Fund Eleven, 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 section entitled Disposition 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.

ICON LEASING FUND ELEVEN, LLC - FORM 8-K - EX-99.01 - March 3, 2014

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ICON LEASING FUND ELEVEN, LLC Reports