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


	Second Quarter 2014

	Table of Contents


	Introduction to Portfolio Overview	1

	Dispositions During the Quarter	1

	Disposition Following the Quarter	1

	Portfolio Overview	2

	Revolving Line of Credit	2

	Performance Analysis	3

	Transactions with Related Parties	3

	Financial Statements	5

	Forward Looking Statements	9

	Additional Information	9

ICON Leasing Fund Eleven, LLC

As of November 30, 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, 2014. 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 its initial offering on April 21, 2005 through the closing of the offering on April 21, 2007. On May 1, 2014, we commenced our liquidation period, which we expect to continue for approximately one year, during which time the loans and leases we own will mature or be sold in the ordinary course of business.

Dispositions During the Quarter

The Fund disposed of the following investments during the quarter ended June 30, 2014:

NTS Communications, Inc.
Structure:	Loan	Collateral:	Telecommunications equipment.
Disposition Date:	6/6/2014
The Fund's Investment:	$3,300,000
Total Proceeds Received:	$3,953,000

Murray Energy Corporation
Structure:	Lease	Collateral:	Mining equipment.
Disposition Date:	6/30/2014
The Fund's Investment:	$1,979,000
Total Proceeds Received:	$2,240,000

Disposition Following the Quarter

The Fund disposed of the following investment following the quarter ended June 30, 2014:

SAExploration, Inc.
Structure:	Loan	Collateral:	Seismic imaging equipment.
Disposition Date:	7/2/2014
The Fund's Investment:	$5,400,000
Total Proceeds Received:	$7,252,000

ICON Leasing Fund Eleven, LLC

Portfolio Overview

As of June 30, 2014, our portfolio consisted of the following investments:

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

ZIM Integrated Shipping Services, Ltd.
Structure: Maturity Date:	Loan 9/30/2014*	Collateral:	The original collateral, consisting of four containership vessels, was sold during the period of November 2010 through March 2011.

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

Jurong Aromatics Corporation Pte. Ltd.
Structure: Maturity Date:	Loan 1/16/2021	Collateral:	Equipment, plant, and machinery associated with the condensate splitter and aromatics complex located on Jurong Island, Singapore.

Murray Energy Corporation
Structure:	Lease	Collateral:	Mining equipment.
Expiration Date:	9/30/2015

* Subsequent to the arbitration panel’s ruling in February 2014 (see Note 12 to our consolidated financial statements included in our Form 10-Q for the quarter ended September 30, 2014 filed with the SEC on November 7, 2014), ZIM ceased making scheduled repayments on our notes receivable. Our Manager believes that ZIM is not entitled to offset its obligations under the notes receivable by the seller’s credits and that, as a result, ZIM is in default of its obligations. As of November 30, 2014, our Manager believes that it is unlikely that ZIM will make any past due or future repayments on the notes receivable. Our Manager is in continuing discussions with ZIM to resolve our dispute regarding the seller’s credit.

ICON Leasing Fund Eleven, LLC

Revolving Line of Credit

The Fund entered into an agreement with California Bank & Trust (“CB&T”) for a revolving line of credit through March 31, 2015 of up to $5,000,000 (the “Facility”), which was secured by all of the Fund’s assets not subject to a first priority lien. On January 8, 2014, the Facility with CB&T was terminated. There were no obligations outstanding as of the date of the termination.

Performance Analysis

Capital Invested as of June 30, 2014	$462,506,880
Leverage Ratio	0.1:1*
% of Receivables Collected for the Quarter Ended June 30, 2014	80.43%**

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

** Collections as of November 30, 2014. The uncollected receivables relate to our investment with ZIM Integrated Shipping Services, Ltd.

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 or paid 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.

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 may be reimbursed for administrative expenses incurred in connection with our operations.

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, distributions and liquidation proceeds. We paid distributions to our Manager of $151,523 during the three and six months ended June 30, 2014. We did not pay any distributions to our Manager for the three and six months ended June 30, 2013. Additionally, our Manager’s interest in the net income attributable to us was $2,567 and $7,623 for the three and six months ended June 30, 2014, respectively. Our Manager’s interest in the net (loss) income attributable to us was $(534) and $4,506 for the three and six months ended June 30, 2013, respectively.

ICON Leasing Fund Eleven, LLC

Transactions with Related Parties (continued)

Our Manager has waived the following fees in relation to services provided during the three and six months ended June 30, 2014 and 2013:

			Three Months Ended June 30,				Six Months Ended June 30,
Entity	Capacity	Description	2014		2013		2014		2013
ICON Capital, LLC	Manager	Management fees	$	145,180	$	134,969	$	302,614	$	781,887
ICON Capital, LLC	Manager	Administrative expense reimbursements		131,772		127,619		273,983		325,082
ICON Capital, LLC	Manager	Acquisition fees		-		888,428		-		987,428
			$	276,952	$	1,151,016	$	576,597	$	2,094,397

At June 30, 2014, we had a receivable due from our Manager and its affiliates of $562, which is included in other current assets on our consolidated balance sheets. At December 31, 2013, we had no related party receivable or payable.

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

			June 30,
			2014		December 31,
			(unaudited)		2013

Assets
Current assets:
	Cash and cash equivalents		$	10,189,153	$	16,626,672
	Current portion of net investment in notes receivable			5,580,395		7,340,974
	Assets held for sale			1,162,104		1,551,590
	Income tax receivable			1,525,563		1,525,563
	Other current assets			26,899		36,231
		Total current assets		18,484,114		27,081,030
Non-current assets:
	Net investment in notes receivable, less current portion			5,213,051		8,009,255
	Leased equipment at cost (less accumulated depreciation
	of $5,033,686 and $2,091,462, respectively)			10,380,609		15,325,821
	Investment in joint ventures			12,986,575		12,162,693
	Other non-current assets			79,178		86,215
		Total non-current assets		28,659,413		35,583,984
Total assets			$	47,143,527	$	62,665,014

Liabilities and Equity
Current liabilities:
	Accrued expenses and other liabilities			5,482,229		5,540,855
Total liabilities				5,482,229		5,540,855

Commitments and contingencies

Equity:
Members’ equity:
	Additional members			40,799,104		55,045,259
	Manager			(2,815,851)		(2,671,951)
	Accumulated other comprehensive income			267,532		279,991
		Total members' equity		38,250,785		52,653,299
Noncontrolling interests				3,410,513		4,470,860
		Total equity		41,661,298		57,124,159
Total liabilities and equity			$	47,143,527	$	62,665,014

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Financial Statements

Consolidated Statements of Comprehensive Income (unaudited)

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2014		2013		2014		2013
Revenue and other income:
	Finance income		$	475,936	$	776,228	$	949,306	$	2,155,966
	Rental income			2,076,735		743,231		4,153,470		1,486,462
	Income from investment in joint ventures			398,731		181,494		810,372		181,082
	Gain on sale of leased equipment			74,809		-		74,809		-
		Total revenue and other income		3,026,211		1,700,953		5,987,957		3,823,510
Expenses:
	General and administrative			743,732		1,178,373		1,412,659		1,613,145
	Depreciation			1,685,713		398,272		3,371,426		796,544
	Impairment loss			273,928		-		273,928		-
	Interest			10,286		24,011		18,793		193,956
	Loss (gain) on derivative financial instruments			8,325		9,067		4,255		(20,859)
	Loss on disposition of assets of foreign investment			-		-		-		610,732
		Total expenses		2,721,984		1,609,723		5,081,061		3,193,518
Income before income taxes				304,227		91,230		906,896		629,992
	Income tax benefit			-		-		-		109,616
Net income				304,227		91,230		906,896		739,608
	Less: net income attributable to noncontrolling interests			47,526		144,664		144,618		289,061
Net income (loss) attributable to Fund Eleven				256,701		(53,434)		762,278		450,547

Other comprehensive (loss) income:
	Currency translation adjustments during the period			(10,628)		57,932		(12,459)		(79,204)
	Currency translation adjustments reclassified to net income			-		-		-		610,732
		Total other comprehensive (loss) income		(10,628)		57,932		(12,459)		531,528
Comprehensive income				293,599		149,162		894,437		1,271,136
	Less: comprehensive income attributable to noncontrolling interests			47,526		144,664		144,618		289,061
Comprehensive income attributable to Fund Eleven			$	246,073	$	4,498	$	749,819	$	982,075

Net income (loss) attributable to Fund Eleven allocable to:
	Additional members		$	254,134	$	(52,900)	$	754,655	$	446,041
	Manager			2,567		(534)		7,623		4,506
			$	256,701	$	(53,434)	$	762,278	$	450,547

Weighted average number of additional shares of
	limited liability company interests outstanding			362,656		362,656		362,656		362,656
Net income (loss) attributable to Fund Eleven per weighted average
	additional share of limited liability company interests outstanding		$	0.70	$	(0.15)	$	2.08	$	1.23

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Financial Statements

Consolidated Statement of Changes in Equity

		Members' Equity
		Additional Shares of Limited Liability Company Interests	Additional Members		Manager		Accumulated Other Comprehensive Income		Total Members' Equity		Noncontrolling Interests		Total Equity
Balance, December 31, 2013		362,656	$	55,045,259	$	(2,671,951)	$	279,991	$	52,653,299	$	4,470,860	$	57,124,159

	Net income	-		500,521		5,056		-		505,577		97,092		602,669
	Currency translation adjustments	-		-		-		(1,831)		(1,831)		-		(1,831)
	Distributions	-		-		-		-		-		(628,827)		(628,827)
Balance, March 31, 2014 (unaudited)		362,656		55,545,780		(2,666,895)		278,160		53,157,045		3,939,125		57,096,170

	Net income	-		254,134		2,567		-		256,701		47,526		304,227
	Currency translation adjustments	-		-		-		(10,628)		(10,628)		-		(10,628)
	Distributions	-		(15,000,810)		(151,523)		-		(15,152,333)		(576,138)		(15,728,471)
Balance, June 30, 2014 (unaudited)		362,656	$	40,799,104	$	(2,815,851)	$	267,532	$	38,250,785	$	3,410,513	$	41,661,298

ICON Leasing Fund Eleven, LLC

(A Delaware Limited Liability Company)

Financial Statements

Consolidated Statements of Cash Flows (unaudited)

				Six Months Ended June 30,
				2014		2013
Cash flows from operating activities:
	Net income			$	906,896	$	739,608
	Adjustments to reconcile net income to net cash provided by operating activities:
			Finance income		(160,400)		(211,153)
			Income from investment in joint ventures		(810,372)		(181,082)
			Gain on sale of leased equipment		(74,809)		-
			Depreciation		3,371,426		796,544
			Impairment loss		273,928		-
			Loss (gain) on derivative financial instruments		4,255		(20,859)
			Deferred tax benefit		-		1,415,947
			Interest expense, other		16,614		(67,164)
			Loss on disposition of assets of foreign investment		-		610,732
	Changes in operating assets and liabilities:
		Collection of finance leases			-		548,876
		Other assets			12,114		75,087
		Accrued expenses and other liabilities			(47,844)		147,658
		Due from Manager and affiliates			-		(11,801)
		Income tax receivable			-		(1,525,563)
Net cash provided by operating activities					3,491,808		2,316,830
Cash flows from investing activities:
	Investment in note receivable				-		(3,201,000)
	Principal received on notes receivable				4,717,183		2,849,437
	Proceeds from sales of leased equipment				1,723,341		5,094,877
	Principal received on mortgage note receivable				-		16,970,813
	Investment in joint venture				(13,510)		(11,101,155)
Net cash provided by investing activities					6,427,014		10,612,972
Cash flows from financing activities:
	Distributions to members				(15,152,333)		-
	Distributions to noncontrolling interests				(1,204,965)		(669,148)
Net cash used in financing activities					(16,357,298)		(669,148)
Effects of exchange rates on cash and cash equivalents					957		(10,378)
Net (decrease) increase in cash and cash equivalents					(6,437,519)		12,250,276
Cash and cash equivalents, beginning of period					16,626,672		6,963,672
Cash and cash equivalents, end of period				$	10,189,153	$	19,213,948

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 Dispositions During the Quarter and 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 - December 30, 2014

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ICON LEASING FUND ELEVEN, LLC Reports