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


 
 
 
 
 
ICON Leasing Fund Twelve, LLC
 
 
 
 
 
 
 
 
 
 
 
 
  Portfolio Overview  
     
     
  Second Quarter 2014  
 
 
 
 
 
 
 
 
 
 
 
 

 
 
  Table of Contents    
       
       
 
Introduction to Portfolio Overview
 1  
       
 
Investments During the Quarter
 1  
       
  Investments Following the Quarter  2  
       
  Dispositions During the Quarter  3  
       
  Dispositions Following the Quarter  4  
       
  Portfolio Overview  5  
       
  Revolving Line of Credit 8  
       
  Performance Analysis 8  
       
  Transactions with Related Parties  10  
       
  Financial Statements 12  
       
  Forward Looking Statements  17  
       
  Additional Information  17  
       
 
 
 

 
 
ICON Leasing Fund Twelve, LLC
 
As of November 30, 2014
 
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, 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 $347,686,947 commencing with its initial offering on May 7, 2007 through the closing of its offering on April 30, 2009.  We entered our liquidation period on May 1, 2014, 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, 2014:
 

Pacific Radiance, Ltd.
Investment Date:
6/12/2014
Collateral:
Offshore supply vessel acquired for $40,000,000.
 
Structure:
Lease
 
Expiration Date:
6/12/2024
 
Purchase Price:
$40,000,000
 
The Fund's Investment:
$9,249,000
 

SeaChange Products, LLC
Investment Dates:
6/20/2014
Collateral:
Containership vessel valued at $4,200,000*.
 
  8/20/2014  
Structure:
Loan
 
Maturity Date:
2/15/2018
 
Facility Amount:
$7,000,000
 
Fund Participation:
$6,300,000
 
*As part of our security for the facility, we received an assignment of all earnings related to the vessel CAPT DAVID I LYON, including earnings derived from such vessel’s time charter with the U.S. Navy’s Military Sealift Command, which has a term of up to five years and is valued up to $43,800,000.

 
 
1

 
 
ICON Leasing Fund Twelve, LLC
 
Investments Following the Quarter
  
The Fund made the following investments after the quarter ended June 30, 2014:

Técnicas Maritimas Avanzados, S.A. de C.V.
Investment Date:
8/27/2014
Collateral:
Two platform supply vessels valued at $61,000,000.
 
Structure:
Loan
Maturity Date:
8/27/2019
Facility Amount:
$29,000,000
Fund Participation:
$21,750,000

Murray Energy Corporation
Investment Date:
9/18/2014
Collateral:
Mining equipment acquired for $6,790,000.
 
Structure:
Lease
 
Expiration Date:
9/30/2017
 
Purchase Price:
$6,790,000
 
The Fund's Investment: $3,790,000  

Premier Trailer Leasing, Inc.
Investment Date:
9/24/2014
Collateral:
Trailers valued at $272,373,000.
 
Structure:
Loan
 
Maturity Date:
9/24/2020
 
Facility Amount:
$20,000,000
 
Fund Participation: $10,000,000  

NARL Marketing, Inc.
Investment Date:
Structure:
Maturity Date:
Facility Amount:
Fund Participation:
11/13/2014
Loan
11/13/2017
$15,000,000
$12,000,000
Collateral:
A network of bulk fuel storage terminals, convenience store type gas stations including related fuel pumps, storage tanks and real estate.
 

 
 
2

 
 
ICON Leasing Fund Twelve, LLC
 
Dispositions During the Quarter
 
The Fund disposed of the following investments during the quarter ended June 30, 2014:

Leighton Holdings, Ltd.
Structure:
Lease
Collateral:
Three pipelay barges.
 
Disposition Date:
4/3/2014
The Fund's Investment:
$10,241,000
Total Proceeds Received:
$80,881,000

AET, Inc. Limited
Structure:
Lease
Collateral:
Two Aframax tanker vessels.
Disposition Dates:
4/14/2014
  5/21/2014
The Fund's Investment:
$1,282,574
Total Proceeds Received:
$3,616,000**
**On April 14, 2014 and May 21, 2014, the Eagle Otome and the Eagle Subaru were sold for $7,395,355 and $7,426,925 respectively, resulting in a gain on sale.  As originally contemplated, all proceeds from the sale of the two vessels were used to repay indebtedness incurred in connection with the Fund’s investment in ICON AET Holdings, LLC, which also includes two Very Large Crude Carriers currently on charter with AET Inc. Limited.

Palmali Holding Company Limited
Structure:
Loan
Collateral:
Two Aframax tanker vessels.
 
Disposition Date:
4/15/2014
 
The Fund's Investment:
$9,600,000
 
Total Proceeds Received:
$15,308,000
 

NTS Communications, Inc.
Structure:
Loan
Collateral:
Telecommunications equipment.
Disposition Date:
6/6/2014
The Fund's Investment:
$2,700,000
Total Proceeds Received:
$3,234,000

 
 
3

 
 
ICON Leasing Fund Twelve, LLC
 
Dispositions Following the Quarter
 
The Fund disposed of the following investments after the quarter ended June 30, 2014:
 

SAExploration, Inc.
Structure:
Loan
Collateral:
Seismic imaging equipment.
Disposition Date:
7/2/2014
The Fund's Investment:
$4,050,000
Total Proceeds Received:
$5,439,000

SeaChange Projects, LLC
Structure:
Loan
Collateral:
Containership vessel.
Disposition Date:
9/24/2014
The Fund's Investment:
$6,300,000
Total Proceeds Received:
$6,570,000

Swiber Holdings Limited
Structure:
Lease
Collateral:
A saturation diving system.
 
Disposition Date:
11/14/2014
The Fund's Investment:
$8,050,000
Total Proceeds Received:
$15,014,000

 
4

 
 
ICON Leasing Fund Twelve, LLC
 
Portfolio Overview

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

VAS Aero Services, LLC
Structure:
Loan
Collateral:
Aircraft engines and related parts.
Maturity Date:
10/6/2014
 

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

AET, Inc. Limited
     
Structure:
Expiration Dates:
Lease
3/29/2021
Collateral:
Two Very Large Crude Carriers.
 

Vroon Group B.V.
     
Structure:
Expiration Date:
Lease
3/15/2015
Collateral:
Two handy-size container vessels.

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

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

 
 
5

 
 
ICON Leasing Fund Twelve, LLC
 
Portfolio Overview (continued)

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

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

Cenveo Corporation
Structure:
Maturity Date:
Loan
10/1/2018
Collateral:
Printing, folding and packaging equipment used in the production of commercial envelopes.

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

Blackhawk Mining, LLC       
Structure:
Lease
Collateral:
Mining equipment.
Expiration Date:
2/28/2018
 

SIVA Global Ships Limited
   
Structure:
Expiration Dates:
Lease
3/28/2022
4/8/2022
Collateral:
Two liquefied petroleum gas tanker vessels.

 
 
6

 
 
ICON Leasing Fund Twelve, LLC
 
Portfolio Overview (continued)

D&T Holdings, LLC
 
Structure:
Expiration Date:
Lease
12/31/2018
Collateral:
Trucks, trailers and other 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.
     

Superior Tube Company Inc.
Structure:
Maturity Date:
Loan
10/1/2017
Collateral:
Equipment and related inventory used in oil field services business.

Pacific Radiance, Ltd.
     
Structure:
Lease
Collateral:
Offshore supply vessel.
Expiration Date:
6/12/2024
 

SeaChange Projects, LLC
     
Structure:
Loan
Collateral:
Containership vessel.
Maturity Date:
2/15/2018
 

 
 
7

 
 
ICON Leasing Fund Twelve, 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 $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, by the present value of the future receivables under certain loans and lease agreements in which the Fund has a beneficial interest.
 
The interest rate for general advances under the Facility is CB&T’s prime rate. The Fund 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, the Fund is obligated to pay an annualized 0.5% fee on unused commitments under the Facility. At June 30, 2014, we had $10,000,000 outstanding under the Facility. As the Fund has commenced its liquidation period, it is no longer able to draw down on the Facility. Subsequent to June 30, 2014, we repaid the $10,000,000.
 
Performance Analysis

Capital Invested as of June 30, 2014
 $439,482,361
Leverage Ratio
 0.45:1*
% of Receivables Collected in the Quarter Ended June 30, 2014
 100%**
*    Leverage ratio is defined as total liabilities divided by total equity.
**  Collections as of  November 30, 2014.
 
 
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.
 
 
8

 
 
ICON Leasing Fund Twelve, LLC
 
Performance Analysis (continued)
 
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).

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
 
 
 
 
 
 
9

 
 
Performance Analysis (continued)
 
Cash Available From Business Operations
for the Period January 1, 2014 through June 30, 2014
                           
Cash balance at January 1, 2014    $
           13,985,307
       
Cash balance at June 30, 2014    $
           62,684,200
       
                           
Net change in cash            $
            48,698,893
 
                           
Add Back:                    
  Distributions paid to members from January 1, 2014 through June 30, 2014    $
                  12,755,179
 
                           
  Investments made during the period              
    Purchase of equipment    $
           58,894,722
       
    Investment in joint ventures    
                   25,756
       
    Investment in notes receivable    
               3,955,500
       
    Investment by noncontrolling interests  
            (16,356,266)
       
                       $
                  46,519,712
 
                           
Deduct:                      
  Debt proceeds used specifically for investments and activity related to the Facility    $
                  17,500,000
 
   
 
                     
Cash Available from Business Operations (CABO)        $
                    90,473,784
 1
                           
                        1
Cash available from business operations includes the collection of principal and interest from our investments in notes receivable and finance leases.

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 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% 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, 2014 through November 30, 2014, we paid our Manager aggregate acquisition fees in the amount of approximately $3,885,000.
 
 
 
10

 
 
Transactions with Related Parties (continued)

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 $63,778 and $127,552 for the three and six months ended June 30, 2014, respectively. We paid distributions to our Manager of $63,779 and $134,609 for the three and six months ended June 30, 2013, respectively. Additionally, our Manager’s interest in the net income attributable to us was $564,418 and $586,058 for the three and six months ended June 30, 2014, respectively. Our Manager’s interest in our net income (loss) attributable to us was $7,550 and $(2,813) for the three and six months ended June 30, 2013, respectively.
 
Fees and other expenses incurred by us to our Manager or its affiliates were as follows:
  
            
Three Months Ended
  Six Months Ended
           
 June 30,
    June 30,
 Entity
 
 Capacity
 
 Description
 
2014
 
2013
    2014     2013
ICON Capital, LLC
 
Manager
 
Acquisition fees (1)
 
$
2,272,500
 
$
813,977
 
$
3,884,570
 
$
894,977
ICON Capital, LLC
 
Manager
 
Management fees (2)
   
599,561
   
988,500
   
1,138,751
   
1,870,725
ICON Capital, LLC
 
Manager
 
Administrative expense reimbursements (2)
   
668,467
   
480,208
   
1,129,099
   
908,612
           
$
3,540,528
 
$
2,282,685
 
$
6,152,420
 
$
3,674,314
(1) Amount capitalized and amortized to operations.                        
(2) Amount charged directly to operations.                        
 
At June 30, 2014 and December 31, 2013, we had a net payable due to our Manager and its affiliates of $228,488 and $374,363, 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.
 
 
11

 
 
ICON Leasing Fund Twelve, LLC
(A Delaware Limited Liability Company)
Financial Statements
Consolidated Balance Sheets
 
               
June 30,
   
December 31,
               
2014
   
2013
               
(unaudited)
     
Assets
Current assets:
         
 
 Cash and cash equivalents
$
62,684,200
 
$
13,985,307
 
 Current portion of net investment in notes receivable
 
4,623,292
   
13,145,322
 
 Current portion of net investment in finance leases
 
8,502,738
   
11,876,248
 
 Other current assets
 
1,783,599
   
881,730
     
Total current assets
 
77,593,829
   
39,888,607
Non-current assets:
         
 
 Net investment in notes receivable, less current portion
 
22,491,241
   
33,223,894
 
 Net investment in finance leases, less current portion
 
72,425,290
   
90,036,227
 
 Leased equipment at cost (less accumulated depreciation of
         
   
$21,434,573 and $38,848,729, respectively)
 
74,099,236
   
55,206,565
 
 Vessels (less accumulated depreciation of $66,401)
 
19,124,375
   
                    -
 
 Investment in joint ventures
 
24,410,644
   
24,831,928
 
 Other non-current assets
 
1,768,269
   
1,039,287
     
Total non-current assets
 
214,319,055
   
204,337,901
Total assets
$
291,912,884
 
$
244,226,508
Liabilities and Equity
Current liabilities:
         
 
 Current portion of non-recourse long-term debt
$
7,420,028
 
$
44,606,812
 
 Revolving line of credit, recourse
 
10,000,000
   
                    -
 
 Derivative financial instruments
 
                    -
   
809,705
 
 Deferred revenue
 
1,074,784
   
655,206
 
 Due to Manager and affiliates, net
 
228,488
   
374,363
 
 Accrued expenses and other current liabilities
 
922,110
   
771,510
 
 Current portion of seller's credits
 
2,000,000
   
4,817,000
     
 Total current liabilities
 
21,645,410
   
52,034,596
 Non-current liabilities:
         
 
Non-recourse long-term debt, less current portion
 
56,179,309
   
10,764,171
 
Seller's credits, less current portion
 
12,078,407
   
42,734,436
 
Other non-current liabilities
 
550,000
   
                    -
     
Total non-current liabilities
 
68,807,716
   
53,498,607
     
Total liabilities
 
90,453,126
   
105,533,203
Commitments and contingencies
         
Equity:
         
 
Members’ equity:
         
   
Additional members
 
174,328,321
   
128,936,157
   
Manager
 
(1,350,413)
   
(1,808,919)
   
Accumulated other comprehensive loss
 
(7)
   
(629,587)
 
        
 
Total members’ equity
 
172,977,901
   
126,497,651
 
Noncontrolling interests
 
28,481,857
   
12,195,654
     
Total equity
 
201,459,758
   
138,693,305
Total liabilities and equity
$
291,912,884
 
$
244,226,508
 
12

 
 
ICON Leasing Fund Twelve, 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
$
58,463,355
 
$
4,638,049
 
$
61,938,747
 
$
8,906,895
 
Rental income
 
2,609,028
   
9,619,488
   
6,640,999
   
19,731,360
 
Time charter revenue
 
1,460,867
   
                 -
   
1,460,867
   
                 -
 
Income from investment in joint ventures
 
1,204,994
   
1,158,083
   
1,844,350
   
1,803,112
 
(Loss) gain on lease termination
 
(18,800)
   
2,887,375
   
(18,800)
   
2,887,375
 
Loss on sale of assets, net
 
                 -
   
(2,690,288)
   
                 -
   
(2,690,288)
   
Total revenue and other income
 
63,719,444
   
15,612,707
   
71,866,163
   
30,638,454
Expenses:
                     
 
Management fees
 
599,561
   
988,500
   
1,138,751
   
1,870,725
 
Administrative expense reimbursements
 
668,467
   
480,208
   
1,129,099
   
908,612
 
General and administrative
 
487,545
   
994,182
   
1,574,065
   
1,791,602
 
Interest
 
1,558,245
   
2,398,784
   
2,983,221
   
5,010,573
 
Depreciation
 
1,227,615
   
9,598,966
   
3,114,154
   
19,090,548
 
Impairment loss
 
                 -
   
                 -
   
                 -
   
1,770,529
 
Vessel operating
 
1,369,672
   
                 -
   
1,369,672
   
                 -
 
Loss on derivative financial instruments
 
365,467
   
88,758
   
329,190
   
18,543
   
Total expenses
 
6,276,572
   
14,549,398
   
11,638,152
   
30,461,132
Net income
 
57,442,872
   
1,063,309
   
60,228,011
   
177,322
   
Less: net income attributable to noncontrolling interests
 
1,001,041
   
308,334
   
1,622,162
   
458,602
Net income (loss) attributable to Fund Twelve
 
56,441,831
   
754,975
   
58,605,849
   
(281,280)
                             
Other comprehensive income:
                     
 
Change in fair value of derivative financial instruments
 
                 -
   
635,988
   
282,919
   
1,254,718
 
Reclassification adjustment for losses on derivative
                     
   
financial instruments due to early termination
 
346,668
   
                 -
   
346,668
   
                 -
 
Currency translation adjustment during the period
 
                 -
   
22,566
   
(7)
   
(23,182)
   
Total other comprehensive income
 
346,668
   
658,554
   
629,580
   
1,231,536
Comprehensive income
 
57,789,540
   
1,721,863
   
60,857,591
   
1,408,858
 
Less: comprehensive income attributable to noncontrolling interests
 
1,001,041
   
325,505
   
1,622,162
   
497,437
Comprehensive income attributable to Fund Twelve
$
56,788,499
 
$
1,396,358
 
$
59,235,429
 
$
911,421
                             
Net income (loss) attributable to Fund Twelve allocable to:
                     
 
Additional members
$
55,877,413
 
$
747,425
 
$
58,019,791
 
$
(278,467)
 
Manager
 
564,418
   
7,550
   
586,058
   
(2,813)
       
$
56,441,831
 
$
754,975
 
$
58,605,849
 
$
(281,280)
Weighted average number of additional shares of limited liability
                     
 
company interests outstanding
 
348,335
   
348,346
   
348,335
   
348,387
Net income (loss) attributable to Fund Twelve per weighted average
                     
 
additional share of limited liability company interests outstanding
$
160.41
 
$
2.15
 
$
166.56
 
$
(0.80)
 
13

 
 
ICON Leasing Fund Twelve, 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 Loss     Total Members' Equity     Noncontrolling
Interests
    Total Equity
Balance, December 31, 2013
348,335
 
$
128,936,157
 
$
(1,808,919)
 
$
(629,587)
 
$
126,497,651
 
$
12,195,654
 
$
138,693,305
 
Net income
                 -
   
2,142,378
   
21,640
   
                 -
   
2,164,018
   
621,121
   
2,785,139
 
Change in fair value of derivative
                                     
   
financial instruments
                 -
   
                    -
   
                 -
   
282,919
   
282,919
   
                 -
   
282,919
 
Currency translation adjustments
                 -
   
                    -
   
                 -
   
(7)
   
(7)
   
                 -
   
(7)
 
Distributions
                 -
   
(6,313,612)
   
(63,774)
   
                 -
   
(6,377,386)
   
(860,563)
   
(7,237,949)
 
Investment by noncontrolling interests
                 -
   
                    -
   
                 -
   
                 -
   
                    -
   
13,977,892
   
13,977,892
Balance, March 31, 2014 (unaudited)
348,335
   
124,764,923
   
(1,851,053)
   
(346,675)
   
122,567,195
   
25,934,104
   
148,501,299
 
Net income
                 -
   
55,877,413
   
564,418
   
                 -
   
56,441,831
   
1,001,041
   
57,442,872
 
Reclassification adjustment for losses on derivative
                                   
   
financial instruments due to early termination
                 -
   
                    -
   
                 -
   
346,668
   
346,668
   
                 -
   
346,668
 
Distributions
                 -
   
(6,314,015)
   
(63,778)
   
                 -
   
(6,377,793)
   
(1,717,255)
   
(8,095,048)
 
Investment by noncontrolling interests
                 -
   
                    -
   
                 -
   
                 -
   
                    -
   
3,263,967
   
3,263,967
Balance, June 30, 2014 (unaudited)
348,335
 
$
174,328,321
 
$
(1,350,413)
 
$
(7)
 
$
172,977,901
 
$
28,481,857
 
$
201,459,758
 
14

 
 
ICON Leasing Fund Twelve, 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
 
$
60,228,011
 
$
177,322
 
Adjustments to reconcile net income to net cash provided by operating activities:
           
   
Finance income
   
(59,567,812)
   
(6,838,573)
   
Rental income paid directly to lenders by lessees
   
(1,088,550)
   
(14,405,263)
   
Income from investment in joint ventures
   
(1,844,350)
   
(1,803,112)
   
Depreciation
   
3,114,154
   
19,090,548
   
Interest expense on non-recourse financing paid directly to lenders by lessees
   
63,647
   
1,181,314
   
Interest expense from amortization of debt financing costs
   
509,962
   
384,009
   
Net accretion of seller's credits
   
610,270
   
1,162,682
   
Impairment loss
   
                   -
   
1,770,529
   
Net loss on sale of assets
   
                   -
   
2,690,288
   
Net loss (gain) on lease termination
   
18,800
   
(2,887,375)
   
Loss on derivative financial instruments
   
520,932
   
18,543
   
Changes in operating assets and liabilities:
           
     
Collection of finance leases
   
10,563,900
   
14,444,326
     
Other assets
   
(1,225,986)
   
1,027,068
     
Accrued expenses and other current liabilities
   
410,264
   
(720,259)
     
Deferred revenue
   
(333,729)
   
(353,910)
     
Interest rate swaps
   
(698,318)
   
                   -
     
Due to Manager and affiliates, net
   
(145,875)
   
(267,468)
     
Distributions from joint ventures
   
70,199
   
288,782
Net cash provided by operating activities
   
11,205,519
   
14,959,451
Cash flows from investing activities:
           
   
Purchase of equipment
   
(58,894,722)
   
                   -
   
Proceeds from exercise of purchase options
   
106,964,516
   
                   -
   
Proceeds from sale of leased assets
   
                   -
   
1,938,915
   
Investment in joint ventures
   
(25,756)
   
(6,456,049)
   
Distributions received from joint ventures in excess of profits
   
2,221,191
   
380,365
   
Investment in notes receivable, net
   
(3,955,500)
   
(6,823,515)
   
Principal received on notes receivable
   
22,317,284
   
1,618,487
Net cash provided by (used in) investing activities
   
68,627,013
   
(9,341,797)
Cash flows from financing activities:
           
   
Proceeds from non-recourse long-term debt
   
7,500,000
   
                   -
   
Repayment of non-recourse long-term debt
   
(49,046,901)
   
(12,383,014)
   
Proceeds from revolving line of credit, recourse
   
10,000,000
   
3,000,000
   
Payment of debt financing costs
   
(400,000)
   
                   -
   
Repayment of sellers' credit
   
(210,000)
   
                   -
   
Investment by noncontrolling interests
   
16,356,266
   
                   -
   
Repurchase of shares of limited liability company interests
   
                   -
   
(31,816)
   
Distributions to noncontrolling interests
   
(2,577,818)
   
   (1,698,163)
   
Distributions to members
   
(12,755,179)
   
(13,461,322)
Net cash used in financing activities
   
(31,133,632)
   
(24,574,315)
Effects of exchange rates on cash and cash equivalents
   
(7)
   
(73)
Net increase (decrease) in cash and cash equivalents
   
48,698,893
   
(18,956,734)
Cash and cash equivalents, beginning of period
   
13,985,307
   
30,980,776
Cash and cash equivalents, end of period
 
$
62,684,200
 
$
12,024,042
 
 
15

 
 
ICON Leasing Fund Twelve, LLC
(A Delaware Limited Liability Company)
Financial Statements
Consolidated Statements of Cash Flows (unaudited) (continued)
 
                   
                 
Six Months Ended June 30,
                 
2014
   
2013
Supplemental disclosure of cash flow information:
           
 
Cash paid for interest
 
$
1,601,006
 
$
3,108,319
Supplemental disclosure of non-cash investing and financing activities:
           
 
Principal and interest on non-recourse long-term debt paid directly to lenders by lessees
 
$
1,088,550
 
$
25,420,765
 
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
 
Funds withheld from seller on asset acquisition
 
$
500,000
 
$
                   -
 
Vessels purchased with non-recourse long-term debt paid directly to seller
 
$
50,800,000
 
$
                   -
 
Vessels purchased with subordinated non-recourse financing provided by seller
 
$
7,786,104
 
$
                   -
 
Satisfaction of seller's credits netted at sale
 
$
40,863,178
 
$
                   -
 
Reclassification of leased equipment to Vessels
 
$
19,190,776
 
$
                   -
 
Debt financing costs netted at funding
 
$
520,800
 
$
                   -
 
Investment by noncontrollng interests
 
$
885,593
 
$
                   -
 
Interest reserve net against principal repayment of note receivable
 
$
206,250
 
$
                   -
 
 
16

 
 
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.
 
 
17