Attached files
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8-K - ICON LEASING FUND TWELVE, LLC | body.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.
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|||
Structure:
|
Lease
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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
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|||
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.
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|||
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