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8-K - FORM 8-K - ICON LEASING FUND ELEVEN, LLC | v428024_8k.htm |
Exhibit 99.1
ICON Leasing Fund Eleven, LLC
Portfolio Overview
SECOND QUARTER 2015
Table of Contents | |
Introduction to Portfolio Overview | 1 |
Disposition | 1 |
Portfolio Overview | 1 |
Performance Analysis | 2 |
Transactions with Related Parties | 2 |
Financial Statements | 4 |
Forward Looking Statements | 8 |
Additional Information | 8 |
ICON Leasing Fund Eleven, LLC |
As of November 30, 2015
Introduction to Portfolio Overview
Presented below is ICON Leasing Fund Eleven, LLC’s (the “Fund”) Portfolio Overview for the quarter ended June 30, 2015. 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. During our liquidation period, we will sell our assets and/or let our investments mature in the ordinary course of business. Our liquidation period will continue if the sale of our remaining assets is not in the best interests of our members due to, among other things, current market conditions.
Disposition
The Fund disposed of the following investment:
|
Murray Energy Corporation | |||
Structure: | Lease | Collateral: | Mining equipment. | |
Disposition Date: | 10/29/2015 | |||
The Fund’s Investment: | $10,121,000 | |||
Total Proceeds Received: | $12,405,000 | |||
Portfolio Overview
As of June 30, 2015, our portfolio consisted of the following investments:
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 | |||
Murray Energy Corporation | ||||
Structure: | Lease | Collateral: | Mining equipment. | |
Expiration Date: | 9/30/2015 | |||
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ICON Leasing Fund Eleven, LLC |
Performance Analysis
Capital Invested as of June 30, 2015 | $462,506,880 |
Leverage Ratio | 0.03:1* |
% of Receivables Collected for the Quarter Ended June 30, 2015 | 100%** |
* Leverage ratio is defined as total liabilities divided by total equity.
** Collections as of October 31, 2015.
Transactions with Related Parties
We entered into certain agreements with our Manager and CĪON Securities, LLC, formerly known as ICON Securities, LLC (“CĪON 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 these 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. CĪON 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 (but not during our extended 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.
There were no fees or administrative expense reimbursements incurred by us to our Manager or its affiliates for the three months ended June 30, 2015 and 2014, respectively.
Our Manager also has a 1% interest in our profits, losses, distributions and liquidation proceeds. We paid distributions to our Manager of $10,101 for the three and six months ended June 30, 2015. We paid distributions to our Manager of $151,523 for the three and six months ended June 30, 2014. Additionally, our Manager’s interest in the net loss attributable to us was $66,087 and $64,988 for the three and six months ended June 30, 2015, respectively. 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.
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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, 2015 and 2014:
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||
Entity | Capacity | Description | 2015 | 2014 | 2015 | 2014 | ||||||||||||||
ICON Capital, LLC | Manager | Management fees | $ | 63,869 | $ | 145,180 | $ | 127,738 | $ | 302,614 | ||||||||||
ICON Capital, LLC | Manager | Administrative expense reimbursements | 83,489 | 131,772 | 194,367 | 273,983 | ||||||||||||||
$ | 147,358 | $ | 276,952 | $ | 322,105 | $ | 576,597 |
At June 30, 2015, we had a related party receivable of approximately $5,000, which is included in other current assets on our consolidated balance sheets. At December 31, 2014, we had a net payable due to our Manager and affiliates of approximately $229,000 that primarily related to professional fees paid on our behalf.
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.
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ICON Leasing Fund Eleven, LLC |
Financial Statements | (A Delaware Limited Liability Company) |
Consolidated Balance Sheets
ICON Leasing Fund Eleven, LLC
(A Delaware Limited Liability Company)
Consolidated Balance Sheets
June 30, | December 31, | |||||||
2015 | 2014 | |||||||
(unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 6,983,584 | $ | 7,056,701 | ||||
Current portion of net investment in notes receivable | - | 5,350,503 | ||||||
Other current assets | 288,223 | - | ||||||
Total current assets | 7,271,807 | 12,407,204 | ||||||
Non-current assets: | ||||||||
Leased equipment at cost (less accumulated depreciation of $11,453,592 and $8,168,854, respectively) | 4,185,058 | 7,469,796 | ||||||
Investment in joint ventures | 7,666,828 | 13,697,889 | ||||||
Total non-current assets | 11,851,886 | 21,167,685 | ||||||
Total assets | $ | 19,123,693 | $ | 33,574,889 | ||||
Liabilities and Equity | ||||||||
Current liabilities: | ||||||||
Due to Manager and affiliates, net | - | 228,736 | ||||||
Accrued expenses and other liabilities | 611,581 | 6,210,790 | ||||||
Total liabilities | 611,581 | 6,439,526 | ||||||
Commitments and contingencies | ||||||||
Equity: | ||||||||
Members’ equity: | ||||||||
Additional members | 20,303,203 | 27,737,035 | ||||||
Manager | (3,022,880 | ) | (2,947,791 | ) | ||||
Total members' equity | 17,280,323 | 24,789,244 | ||||||
Noncontrolling interests | 1,231,789 | 2,346,119 | ||||||
Total equity | 18,512,112 | 27,135,363 | ||||||
Total liabilities and equity | $ | 19,123,693 | $ | 33,574,889 |
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ICON Leasing Fund Eleven, LLC |
Financial Statements | (A Delaware Limited Liability Company) |
Consolidated Statements of Comprehensive (Loss) Income (unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Revenue and other income: | ||||||||||||||||
Finance income | $ | - | $ | 475,936 | $ | - | $ | 949,306 | ||||||||
Rental income | 1,908,281 | 2,076,735 | 3,815,950 | 4,153,470 | ||||||||||||
(Loss) income from investment in joint ventures | (6,421,563 | ) | 398,731 | (5,943,637 | ) | 810,372 | ||||||||||
Gain on litigation | 82,298 | - | 82,298 | - | ||||||||||||
Gain on sale of leased equipment | - | 74,809 | - | 74,809 | ||||||||||||
Total revenue and other (loss) income | (4,430,984 | ) | 3,026,211 | (2,045,389 | ) | 5,987,957 | ||||||||||
Expenses: | ||||||||||||||||
General and administrative | 319,625 | 743,732 | 1,006,664 | 1,412,659 | ||||||||||||
Depreciation | 1,642,369 | 1,685,713 | 3,284,738 | 3,371,426 | ||||||||||||
Impairment loss | - | 273,928 | - | 273,928 | ||||||||||||
Interest | 9,205 | 10,286 | 18,016 | 18,793 | ||||||||||||
Loss on derivative financial instruments | - | 8,325 | - | 4,255 | ||||||||||||
Total expenses | 1,971,199 | 2,721,984 | 4,309,418 | 5,081,061 | ||||||||||||
Net (loss) income | (6,402,183 | ) | 304,227 | (6,354,807 | ) | 906,896 | ||||||||||
Less: net income attributable to noncontrolling interests | 206,473 | 47,526 | 143,985 | 144,618 | ||||||||||||
Net (loss) income attributable to Fund Eleven | (6,608,656 | ) | 256,701 | (6,498,792 | ) | 762,278 | ||||||||||
Other comprehensive loss: | ||||||||||||||||
Currency translation adjustments during the period | - | (10,628 | ) | - | (12,459 | ) | ||||||||||
Total other comprehensive loss | - | (10,628 | ) | - | (12,459 | ) | ||||||||||
Comprehensive (loss) income | (6,402,183 | ) | 293,599 | (6,354,807 | ) | 894,437 | ||||||||||
Less: comprehensive income attributable to noncontrolling interests | 206,473 | 47,526 | 143,985 | 144,618 | ||||||||||||
Comprehensive (loss) income attributable to Fund Eleven | $ | (6,608,656 | ) | $ | 246,073 | $ | (6,498,792 | ) | $ | 749,819 | ||||||
Net (loss) income attributable to Fund Eleven allocable to: | ||||||||||||||||
Additional members | $ | (6,542,569 | ) | $ | 254,134 | $ | (6,433,804 | ) | $ | 754,655 | ||||||
Manager | (66,087 | ) | 2,567 | (64,988 | ) | 7,623 | ||||||||||
$ | (6,608,656 | ) | $ | 256,701 | $ | (6,498,792 | ) | $ | 762,278 | |||||||
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 | $ | (18.04 | ) | $ | 0.70 | $ | (17.74 | ) | $ | 2.08 |
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ICON Leasing Fund Eleven, LLC |
Financial Statements | (A Delaware Limited Liability Company) |
Consolidated Statements of Changes in Equity
Members' Equity | ||||||||||||||||||||||||
Additional Shares of | Total | |||||||||||||||||||||||
Limited Liability | Additional | Members' | Noncontrolling | Total | ||||||||||||||||||||
Company Interests | Members | Manager | Equity | Interests | Equity | |||||||||||||||||||
Balance, December 31, 2014 | 362,656 | $ | 27,737,035 | $ | (2,947,791 | ) | $ | 24,789,244 | $ | 2,346,119 | $ | 27,135,363 | ||||||||||||
Net income (loss) | - | 108,765 | 1,099 | 109,864 | (62,488 | ) | 47,376 | |||||||||||||||||
Distributions | - | - | - | - | (629,158 | ) | (629,158 | ) | ||||||||||||||||
Balance, March 31, 2015 (unaudited) | 362,656 | 27,845,800 | (2,946,692 | ) | 24,899,108 | 1,654,473 | 26,553,581 | |||||||||||||||||
Net (loss) income | - | (6,542,569 | ) | (66,087 | ) | (6,608,656 | ) | 206,473 | (6,402,183 | ) | ||||||||||||||
Distributions | - | (1,000,028 | ) | (10,101 | ) | (1,010,129 | ) | (629,157 | ) | (1,639,286 | ) | |||||||||||||
Balance, June 30, 2015 (unaudited) | 362,656 | $ | 20,303,203 | $ | (3,022,880 | ) | $ | 17,280,323 | $ | 1,231,789 | $ | 18,512,112 |
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ICON Leasing Fund Eleven, LLC |
Financial Statements | (A Delaware Limited Liability Company) |
Consolidated Statements of Cash Flows (unaudited)
Six Months Ended June 30, | ||||||||
2015 | 2014 | |||||||
Cash flows from operating activities: | ||||||||
Net (loss) income | $ | (6,354,807 | ) | $ | 906,896 | |||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||
Finance income | - | (160,400 | ) | |||||
Loss (income) from investment in joint ventures | 5,943,637 | (810,372 | ) | |||||
Gain on sale of leased equipment | - | (74,809 | ) | |||||
Depreciation | 3,284,738 | 3,371,426 | ||||||
Impairment loss | - | 273,928 | ||||||
Loss on derivative financial instruments | - | 4,255 | ||||||
Interest expense, other | 18,016 | 16,614 | ||||||
Changes in operating assets and liabilities: | ||||||||
Other assets | (288,223 | ) | 12,114 | |||||
Accrued expenses and other liabilities | (266,722 | ) | (47,844 | ) | ||||
Due to Manager and affiliates, net | (228,736 | ) | - | |||||
Distributions from joint venture | 98,361 | - | ||||||
Net cash provided by operating activities | 2,206,264 | 3,491,808 | ||||||
Cash flows from investing activities: | ||||||||
Principal received on notes receivable | - | 4,717,183 | ||||||
Proceeds from sales of leased equipment | - | 1,723,341 | ||||||
Investment in joint venture | (10,937 | ) | (13,510 | ) | ||||
Net cash (used in) provided by investing activities | (10,937 | ) | 6,427,014 | |||||
Cash flows from financing activities: | ||||||||
Distributions to members | (1,010,129 | ) | (15,152,333 | ) | ||||
Distributions to noncontrolling interests | (1,258,315 | ) | (1,204,965 | ) | ||||
Net cash used in financing activities | (2,268,444 | ) | (16,357,298 | ) | ||||
Effects of exchange rates on cash and cash equivalents | - | 957 | ||||||
Net decrease in cash and cash equivalents | (73,117 | ) | (6,437,519 | ) | ||||
Cash and cash equivalents, beginning of period | 7,056,701 | 16,626,672 | ||||||
Cash and cash equivalents, end of period | $ | 6,983,584 | $ | 10,189,153 | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||||
Mutual release of notes receivable and seller's credits obligations | $ | 5,350,503 | $ | - |
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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, does not include proceeds received to satisfy indebtedness incurred in connection with the investment, if any, or the payment of any fees or expenses with respect to such investment.
A detailed financial report on SEC Form 10-Q or 10-K (whichever is applicable) is available to you. It is typically filed either 45 or 90 days after the end of a quarter or year, respectively. Usually this means a filing will occur on or around March 31, May 15, August 14, and November 14 of each year. It contains financial statements and detailed sources and uses of cash plus explanatory notes. You are always entitled to these reports. Please access them by:
· | Visiting www.iconinvestments.com, or |
· | Visiting www.sec.gov, or |
· | Writing us at: Angie Seenauth c/o ICON Investments, 3 Park Avenue, 36th Floor, New York, NY 10016 |
We do not distribute these reports to you directly in order to keep our expenses down as the cost of mailing this report to all investors is significant. Nevertheless, the reports are immediately available upon your request.
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