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8-K - ICON LEASING FUND TWELVE, LLC | body.htm |
ICON Leasing Fund Twelve, LLC
Annual Portfolio Overview
2012
ICON Leasing Fund Twelve, LLC
Table of Contents | |||
Introduction to Portfolio Overview | 1 | ||
Investment During the Quarter | 1 | ||
Investments Following the Quarter | 1 | ||
Dispositions During the Quarter | 2 | ||
Portfolio Overview | 2 | ||
10% Status Report | 5 | ||
Revolving Line of Credit | 5 | ||
Perfomance Analysis | 6 | ||
Transactions with Related Parties | 7 | ||
Financial Statements | 9 | ||
Forward Looking Information | 14 | ||
Additional Information | 14 |
ICON Leasing Fund Twelve, LLC
Introduction to Portfolio Overview
We are pleased to present ICON Leasing Fund Twelve, LLC’s (the “Fund”) Annual Portfolio Overview for the year ended December 31, 2012. 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 makes investments in companies that utilize equipment and other corporate infrastructure (collectively, “Capital Assets”) to operate their businesses. These investments are primarily structured as debt and debt-like financings (such as loans and leases) that are collateralized by Capital Assets.
The Fund raised $347,686,947 commencing with our initial offering on May 7, 2007 through the closing of our offering on April 30, 2009. During our operating period, we will invest our offering proceeds and cash generated from operations in Capital Assets. Following our operating period, we will enter our liquidation period, during which time the loans and leases we own will mature or be sold in the ordinary course of business.
Investment During the Quarter
The Fund made the following investment during the quarter ended December 31, 2012:
SAExploration Holdings, Inc.
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||||
Investment Date:
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11/28/2012
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Collateral:
|
Seismic imaging equipment valued at $33,500,000.
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|
Structure:
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Loan
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|||
Expiration Date:
|
11/28/2016
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|||
Facility Amount:
|
$13,500,000
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|||
Fund Participation:
|
$4,050,000
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|||
Investments Following the Quarter
The Fund made the investments below following the quarter ended December 31, 2012:
NTS, Inc.
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Investment Date:
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03/28/2013
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Collateral:
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Telecommunications equipment valued at $41,000,000.
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Structure:
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Loan
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|||
Expiration Date:
|
07/01/2017
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|||
Facility Amount:
|
$1,700,000
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|||
Fund Participation:
|
$765,000
|
|||
1
ICON Leasing Fund Twelve, LLC
Investments Following the Quarter (continued)
Lubricating Specialties Company
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||||
Investment Date:
|
04/05/2013
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Collateral:
|
Liquid storage tanks, blending lines and packaging equipment valued at $52,030,000.
|
|
Structure:
|
Loan
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|||
Expiration Date:
|
08/01/2018
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|||
Facility Amount:
|
$18,000,000
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|||
Fund Participation:
|
$3,870,000
|
|||
Dispositions During the Quarter
The Fund disposed of the following investments during the quarter ended December 31, 2012:
Quattro Plant Limited
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||||
Structure:
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Loan
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Collateral:
|
Rail support construction equipment.
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Disposition Date:
|
11/14/2012
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|||
Equity Invested:
|
$5,204,000*
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|||
Total Proceeds Received:
|
$7,504,000*
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|||
Revstone Transportation, LLC
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Structure:
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Loan
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Collateral:
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Automotive manufacturing equipment.
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Disposition Date:
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11/16/2012
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|||
Equity Invested:
|
$14,109,000*
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|||
Total Proceeds Received:
|
$16,835,000*
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|||
*Approximate Amount
Portfolio Overview
As of December 31, 2012, our portfolio consisted of the following investments:
Frontier Oilfield Services, Inc.
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||||
Structure:
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Loan
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Collateral:
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Saltwater disposal wells and related equipment.
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Expiration Date:
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02/01/2018
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|||
ION Geophysical, Inc.
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Structure:
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Loan
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Collateral:
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Analog seismic system equipment.
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Expiration Date:
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8/1/2014
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|||
2
ICON Leasing Fund Twelve, LLC
Portfolio Overview (continued)
EMS Enterprise Holdings, LLC
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Structure:
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Loan
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Collateral:
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Metal cladding equipment consisting of furnaces, rolling mills, winders, slitters and production lines.
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Expiration Date:
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9/1/2014
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|||
VAS Aero Services, LLC
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Structure:
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Loan
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Collateral:
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Aircraft engines and related parts.
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Expiration Date:
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10/06/2014
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Palmali Holding Company Limited
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Structure:
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Loan
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Collateral:
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Two Aframax tanker vessels.
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Expiration Date:
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07/28/2016
09/14/2016
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Superior Tube Inc.
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Structure:
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Loan
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Collateral:
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Equipment and related inventory used in oil field services business.
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Expiration Date:
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10/01/2017
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Jurong Aromatics Corporation Pte. Ltd.
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Structure:
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Loan
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Collateral:
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Equipment, plant, and machinery associated with the condensate splitter and aromatics complex located on Jurong Island, Singapore.
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Expiration Date:
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01/16/2021
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Magnum Coal Company
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Structure:
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Lease
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Collateral:
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A Bucyrus Erie model 1570 Dragline.
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Expiration Date:
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08/01/2015
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Sealynx
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Structure:
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Lease
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Collateral:
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Auto parts manufacturing equipment.
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Expiration Date:
|
06/01/2013
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|||
3
ICON Leasing Fund Twelve, LLC
Portfolio Overview (continued)
Broadview Networks Holdings, Inc
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|||||
Structure:
|
Lease
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Collateral:
|
Telecommunications equipment.
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||
Expiration Date:
|
Various dates through
03/31/2014
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Atlas Pipeline Mid-Continent, LLC
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Structure:
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Lease
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Collateral:
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Natural gas compressors.
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Expiration Date:
|
08/31/2013
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Pliant Corporation
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|||||
Structure:
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Lease
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Collateral:
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Plastic films and flexible packaging manufacturing equipment.
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Expiration Date:
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09/30/2013
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AET, Inc. Limited
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Structure:
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Lease
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Collateral:
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Four Aframax product tankers, two Aframax tankers and two Very Large Crude Carriers.
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Expiration Dates:
|
11/13/2013
11/14/2013
03/29/2014 03/29/2021
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SAExploration, Inc.
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Structure:
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Loan
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Collateral:
|
Seismic imaging equipment.
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Expiration Date:
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11/28/2016
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Vroon Group B.V.
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Structure:
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Lease
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Collateral:
|
Two handy-size container vessels.
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Expiration Date:
|
04/24/2014
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Swiber Holdings Limited
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Structure:
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Lease
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Collateral:
|
A saturation diving system.
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Expiration Date:
|
06/30/2014
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Ionian Group
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Structure:
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Lease
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Collateral:
|
A product tanker vessel.
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Expiration Date:
|
10/29/2014
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4
ICON Leasing Fund Twelve, LLC
Portfolio Overview (Continued)
Swiber Holdings Limited
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Structure:
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Lease
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Collateral:
|
A 300-man accommodation and work barge.
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Expiration Date:
|
03/23/2017
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|||
Leighton Holdings Ltd.
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Structure:
|
Lease
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Collateral:
|
An accommodation and work barge and three pipelay barges.
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Expiration Date:
|
06/25/2017 10/27/2017
1/04/2018
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10% Status Report
As of December 31, 2012, a pipelay barge bareboat chartered to Leighton Holdings Ltd. was the only investment that individually constituted at least 10% of the aggregate purchase price of our investment portfolio. The pipelay barge is scheduled to remain on bareboat charter during the 2013 calendar year.
As of December 31, 2012, the pipelay barge had fifty-seven monthly payments remaining. To the best of our Manager’s knowledge, the barge remains seaworthy, is maintained in accordance with commercial marine standards and with applicable laws and the regulations of the governing shipping registry as required under the bareboat charter.
Revolving Line of Credit
On May 10, 2011, the Fund entered into a loan agreement with California Bank & Trust (“CB&T”) for a revolving line of credit 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 by third parties. Amounts available under the Facility are subject to a borrowing base that is determined, subject to certain limitations, on the present value of the future receivables under certain loans and lease agreements in which the Fund has a beneficial interest.
The Facility has been extended through March 31, 2015. The interest rate on general advances under the Facility is CB&T’s prime rate. We may elect to designate up to five advances on the outstanding principal balance of the Facility to bear interest at the current London Interbank Offered Rate plus 2.5% per year. In all instances, borrowings under the Facility are subject to an interest rate floor of 4.0% per year. In addition, we are obligated to pay a 0.5% fee on unused commitments under the Facility. At December 31, 2012, there were no obligations outstanding under the Facility.
5
ICON Leasing Fund Twelve, LLC
Performance Analysis
Capital Invested As of December 31, 2012
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$363,598,071
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Leverage Ratio
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1.07:1*
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% of Receivables Collected in the Quarter Ended December 31, 2012
|
100%**
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* Leverage ratio is defined as total liabilities divided by total equity.
** Collections as of April 30, 2013.
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.
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).
6
ICON Leasing Fund Twelve, LLC
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
Cash Available From Business Operations
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||||||||
for the Period January 1, 2012 to December 31, 2012
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||||||||
Cash Balance at January 1, 2012
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$ | 26,317,435 | ||||||
Cash Balance at December 31, 2012
|
$ | 30,980,776 | ||||||
Net Change in Cash
|
$ | 4,663,341 | ||||||
Add Back:
|
||||||||
Distributions Paid to Members from January 1, 2012 to December 31, 2012
|
$ | 33,974,546 | ||||||
Investments made during the Period
|
||||||||
Investment in Notes Receivable
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$ | 25,556,362 | {1} | |||||
Investment in Joint Ventures
|
137,500 | {2} | ||||||
$ | 25,693,862 | (1) | ||||||
Deduct:
|
||||||||
Net Equity raised during the Period
|
$ | (150,497 | )(2) | |||||
Debt Proceeds used specifically for Investments and activity related to the revolver
|
$ | - | ||||||
Cash Available from Business Operations (CABO)
|
$ | 64,482,246 | ||||||
(1) This amount is the net amount of (a) Sale of Limited Liability Company Interests, (b) Sales and Offering Expenses Paid, (c) Deferred Charges and (d) Repurchase of Limited Liability Company Interest, all directly from the GAAP Cash Flow statement. This amount is deducted as it is not considered a source for distributions.
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(2) Cash available from business operations includes the collection of principal and interest from our investments in notes receivable and finance leases.
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Transactions with Related Parties
We entered into certain agreements with our Manager and with and ICON Securities, LLC (“ICON Securities”), a wholly-owned subsidiary of our Manager, whereby we 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.
7
ICON Leasing Fund Twelve, LLC
Transactions with Related Parties (continued)
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. During the quarter ended December 31, 2012, we paid our Manager aggregate acquisition fees in the amount of approximately $122,000. In connection with the investments made following the quarter ended December 31, 2012, we paid our Manager aggregate acquisition fees in the amount of approximately $417,000.
Our Manager performs certain services relating to the management of our equipment leasing and other financing activities. Such services include, but are not limited to, the collection of lease payments from the lessees of the equipment or loan payments from borrowers, re-leasing services in connection with equipment which is off-lease, inspections of the equipment, liaising with and general supervision of lessees and borrowers to ensure that the equipment is being properly operated and maintained, monitoring performance by the lessees and borrowers of their obligations under the leases and loans, and the payment of operating expenses. Administrative expense reimbursements are costs incurred by our Manager or its affiliates that are necessary to our operations.
Our Manager also has a 1% interest in our profits, losses, cash distributions and liquidation proceeds. We paid distributions to our Manager in the amount of $339,749, $339,752 and $339,880 for the years ended December 31, 2012, 2011 and 2010, respectively. Additionally, our Manager’s interest in our net (loss) income for the years ended December 31, 2012, 2011 and 2010 was $(280,097), $29,538 and $118,755, respectively.
Fees and other expenses paid or accrued by us to our Manager or its affiliates were as follows:
Years Ended December 31,
|
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Entity
|
Capacity
|
Description
|
2012
|
2011
|
2010
|
|||||||||||
ICON Capital, LLC
|
Manager
|
Acquisition fees(1)
|
$ | 1,366,728 | $ | 2,585,188 | $ | 3,849,400 | ||||||||
ICON Capital, LLC
|
Manager
|
Management fees(2)
|
4,569,168 | 4,812,299 | 4,302,374 | |||||||||||
ICON Capital, LLC
|
Manager
|
Administrative expense reimbursements(2)
|
2,857,713 | 2,795,143 | 3,184,449 | |||||||||||
$ | 8,793,609 | $ | 10,192,630 | $ | 11,336,223 | |||||||||||
(1) Amount capitalized and amortized to operations.
|
||||||||||||||||
(2) Amount charged directly to operations.
|
At December 31, 2012 and 2011, we had a net payable due to the Manager of $278,630 and $109,356, 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.
8
ICON Leasing Fund Twelve, LLC
Financial Statements (A Delaware Limited Liability Company)
Consolidated Balance Sheets
ICON Leasing Fund Twelve, LLC
|
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(A Delaware Limited Liability Company)
|
||||||||
Consolidated Balance Sheets
|
||||||||
December 31,
|
||||||||
2012
|
2011
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 30,980,776 | $ | 26,317,435 | ||||
Current portion of net investment in notes receivable
|
3,504,935 | 10,101,702 | ||||||
Current portion of net investment in finance leases
|
23,051,283 | 17,422,138 | ||||||
Other current assets
|
1,283,542 | 3,085,831 | ||||||
Total current assets
|
58,820,536 | 56,927,106 | ||||||
Non-current assets:
|
||||||||
Net investment in notes receivable, less current portion
|
23,912,048 | 26,563,447 | ||||||
Net investment in finance leases, less current portion
|
123,879,170 | 148,501,603 | ||||||
Leased equipment at cost (less accumulated depreciation of
|
||||||||
$111,464,733 and $82,423,653, respectively)
|
141,269,561 | 225,115,559 | ||||||
Investment in joint ventures
|
14,286,846 | 14,282,121 | ||||||
Other non-current assets
|
3,618,861 | 11,271,291 | ||||||
Total non-current assets
|
306,966,486 | 425,734,021 | ||||||
Total assets
|
$ | 365,787,022 | $ | 482,661,127 | ||||
Liabilities and Equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of non-recourse long-term debt
|
$ | 62,260,590 | $ | 48,748,203 | ||||
Derivative financial instruments
|
3,267,800 | 5,606,662 | ||||||
Deferred revenue
|
3,771,239 | 4,149,418 | ||||||
Due to Manager and affiliates, net
|
278,630 | 109,356 | ||||||
Accrued expenses and other current liabilities
|
1,864,031 | 2,690,423 | ||||||
Total current liabilities
|
71,442,290 | 61,304,062 | ||||||
Non-current liabilities:
|
||||||||
Non-recourse long-term debt, less current portion
|
61,081,250 | 120,578,143 | ||||||
Seller's credit
|
56,934,973 | 55,175,810 | ||||||
Total non-current liabilities
|
118,016,223 | 175,753,953 | ||||||
Total liabilities
|
189,458,513 | 237,058,015 | ||||||
Commitments and contingencies
|
||||||||
Equity:
|
||||||||
Members’ equity:
|
||||||||
Additional members
|
164,205,604 | 225,720,481 | ||||||
Manager
|
(1,452,987 | ) | (833,141 | ) | ||||
Accumulated other comprehensive loss
|
(4,213,086 | ) | (6,316,067 | ) | ||||
Total members' equity
|
158,539,531 | 218,571,273 | ||||||
Noncontrolling interests
|
17,788,978 | 27,031,839 | ||||||
Total equity
|
176,328,509 | 245,603,112 | ||||||
Total liabilities and equity
|
$ | 365,787,022 | $ | 482,661,127 |
9
ICON Leasing Fund Twelve, LLC
Financial Statements (A Delaware Limited Liability Company)
Consolidated Statements of Operations and Comprehensive Income (Loss)(unaudited)
ICON Leasing Fund Twelve, LLC
|
||||||||||||
(A Delaware Limited Liability Company)
|
||||||||||||
Consolidated Statements of Comprehensive (Loss) Income
|
||||||||||||
Years Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Revenue and other income:
|
||||||||||||
Finance income
|
$ | 20,244,446 | $ | 21,683,823 | $ | 25,400,251 | ||||||
Rental income
|
44,294,357 | 54,240,376 | 61,086,036 | |||||||||
Income (loss) from investment in joint ventures
|
1,498,912 | (1,224,469 | ) | 626,726 | ||||||||
Gain on settlement of interfund agreement
|
- | - | 1,056,555 | |||||||||
Net gain on sale of assets
|
1,075,778 | 1,082,177 | 224,045 | |||||||||
Litigation settlement
|
418,900 | - | - | |||||||||
Total revenue and other income
|
67,532,393 | 75,781,907 | 88,393,613 | |||||||||
Expenses:
|
||||||||||||
Management fees
|
4,569,168 | 4,812,299 | 4,302,374 | |||||||||
Administrative expense reimbursements
|
2,857,713 | 2,795,143 | 3,184,449 | |||||||||
General and administrative
|
2,689,890 | 2,740,019 | 2,429,136 | |||||||||
Interest
|
12,252,988 | 14,799,661 | 16,888,836 | |||||||||
Depreciation
|
40,560,520 | 30,010,953 | 33,588,592 | |||||||||
Credit loss, net
|
5,066,484 | 674,000 | 4,409,062 | |||||||||
Impairment loss
|
35,295,894 | 23,016,556 | 5,648,959 | |||||||||
Vessel operating expense
|
- | 1,444,183 | - | |||||||||
(Gain) loss on derivative financial instruments
|
(2,780,814 | ) | (756,451 | ) | 247,772 | |||||||
Total expenses
|
100,511,843 | 79,536,363 | 70,699,180 | |||||||||
Net (loss) income
|
(32,979,450 | ) | (3,754,456 | ) | 17,694,433 | |||||||
Less: net (loss) income attributable to noncontrolling interests
|
(4,969,770 | ) | (6,708,229 | ) | 5,818,968 | |||||||
Net (loss) income attributable to Fund Twelve
|
(28,009,680 | ) | 2,953,773 | 11,875,465 | ||||||||
Other comprehensive income (loss):
|
||||||||||||
Change in fair value of derivative financial instruments
|
2,166,933 | 1,842,883 | (2,185,632 | ) | ||||||||
Currency translation adjustments
|
27,883 | 22,669 | (732,329 | ) | ||||||||
Total other comprehensive income (loss)
|
2,194,816 | 1,865,552 | (2,917,961 | ) | ||||||||
Comprehensive (loss) income
|
(30,784,634 | ) | (1,888,904 | ) | 14,776,472 | |||||||
Less: comprehensive (loss) income attributable to noncontrolling interests
|
(4,877,935 | ) | (6,516,556 | ) | 5,866,844 | |||||||
Comprehensive (loss) income attributable to Fund Twelve
|
$ | (25,906,699 | ) | $ | 4,627,652 | $ | 8,909,628 | |||||
Net (loss) income attributable to Fund Twelve allocable to:
|
||||||||||||
Additional members
|
$ | (27,729,583 | ) | $ | 2,924,235 | $ | 11,756,710 | |||||
Manager
|
(280,097 | ) | 29,538 | 118,755 | ||||||||
$ | (28,009,680 | ) | $ | 2,953,773 | $ | 11,875,465 | ||||||
Weighted average number of additional shares of limited liability company
|
||||||||||||
interests outstanding
|
348,544 | 348,650 | 348,679 | |||||||||
Net (loss) income attributable to Fund Twelve per weighted average additional
|
||||||||||||
share of limited liability company interests outstanding
|
$ | (79.56 | ) | $ | 8.39 | $ | 33.72 |
10
ICON Leasing Fund Twelve, LLC
Financial Statements (A Delaware Limited Liability Company)
Consolidated Statements of Changes in Equity
ICON Leasing Fund Twelve, LLC
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(A Delaware Limited Liability Company)
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Consolidated Statements of Changes in Equity
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Members' Equity
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Additional
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Shares of
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Accumulated
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Limited Liability
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Other
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Total
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Company
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Additional
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Comprehensive
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Members'
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Noncontrolling
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Total
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Interests
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Members
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Manager
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Loss
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Equity
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Interests
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Equity
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Balance, December 31, 2009
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348,709 | $ | 278,405,366 | $ | (301,542 | ) | $ | (5,024,109 | ) | $ | 273,079,715 | $ | 68,555,510 | $ | 341,635,225 | |||||||||||||
Net income
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- | 11,756,710 | 118,755 | - | 11,875,465 | 5,818,968 | 17,694,433 | |||||||||||||||||||||
Change in fair value of derivative
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financial instruments
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- | - | - | (2,233,508 | ) | (2,233,508 | ) | 47,876 | (2,185,632 | ) | ||||||||||||||||||
Currency translation adjustments
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- | - | - | (732,329 | ) | (732,329 | ) | - | (732,329 | ) | ||||||||||||||||||
Cash distributions
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- | (33,648,098 | ) | (339,880 | ) | - | (33,987,978 | ) | (15,576,612 | ) | (49,564,590 | ) | ||||||||||||||||
Shares of limited liability company interests
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repurchased
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(59 | ) | (47,129 | ) | - | - | (47,129 | ) | - | (47,129 | ) | |||||||||||||||||
Investment in joint ventures by
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noncontrolling interests
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- | (25,720 | ) | (260 | ) | - | (25,980 | ) | 3,941,599 | 3,915,619 | ||||||||||||||||||
Balance, December 31, 2010
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348,650 | 256,441,129 | (522,927 | ) | (7,989,946 | ) | 247,928,256 | 62,787,341 | 310,715,597 | |||||||||||||||||||
Net income (loss)
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- | 2,924,235 | 29,538 | - | 2,953,773 | (6,708,229 | ) | (3,754,456 | ) | |||||||||||||||||||
Change in fair value of derivative
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financial instruments
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- | - | - | 1,651,210 | 1,651,210 | 191,673 | 1,842,883 | |||||||||||||||||||||
Currency translation adjustments
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- | - | - | 22,669 | 22,669 | - | 22,669 | |||||||||||||||||||||
Cash distributions
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- | (33,644,883 | ) | (339,752 | ) | - | (33,984,635 | ) | (12,169,963 | ) | (46,154,598 | ) | ||||||||||||||||
Deconsolidation of noncontrolling interests
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in joint ventures
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- | - | - | - | - | (17,068,983 | ) | (17,068,983 | ) | |||||||||||||||||||
Balance, December 31, 2011
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348,650 | 225,720,481 | (833,141 | ) | (6,316,067 | ) | 218,571,273 | 27,031,839 | 245,603,112 | |||||||||||||||||||
Net loss
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- | (27,729,583 | ) | (280,097 | ) | - | (28,009,680 | ) | (4,969,770 | ) | (32,979,450 | ) | ||||||||||||||||
Change in fair value of derivative
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financial instruments
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- | - | - | 2,075,098 | 2,075,098 | 91,835 | 2,166,933 | |||||||||||||||||||||
Currency translation adjustments
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- | - | - | 27,883 | 27,883 | - | 27,883 | |||||||||||||||||||||
Cash distributions
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- | (33,634,797 | ) | (339,749 | ) | - | (33,974,546 | ) | (4,364,926 | ) | (38,339,472 | ) | ||||||||||||||||
Shares of limited liability company interests
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repurchased
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(221 | ) | (150,497 | ) | - | - | (150,497 | ) | - | (150,497 | ) | |||||||||||||||||
Balance, December 31, 2012
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348,429 | $ | 164,205,604 | $ | (1,452,987 | ) | $ | (4,213,086 | ) | $ | 158,539,531 | $ | 17,788,978 | $ | 176,328,509 |
11
ICON Leasing Fund Twelve, LLC
Financial Statements (A Delaware Limited Liability Company)
Consolidated Statements of Cash Flows
(unaudited)
ICON Leasing Fund Twelve, LLC
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(A Delaware Limited Liability Company)
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Consolidated Statements of Cash Flows
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Years Ended December 31,
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2012
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2011
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2010
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Cash flows from operating activities:
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Net (loss) income
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$ | (32,979,450 | ) | $ | (3,754,456 | ) | $ | 17,694,433 | ||||
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
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Finance income
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(13,220,549 | ) | (15,121,915 | ) | (13,692,079 | ) | ||||||
Rental income paid directly to lenders by lessees
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(30,192,648 | ) | (33,629,325 | ) | (37,274,684 | ) | ||||||
(Income) loss from investment in joint ventures
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(1,498,912 | ) | 1,224,469 | (626,726 | ) | |||||||
Depreciation
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40,560,520 | 30,010,953 | 33,588,592 | |||||||||
Interest expense on non-recourse financing paid directly to lenders by lessees
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3,168,897 | 4,425,125 | 6,135,867 | |||||||||
Interest expense from amortization of debt financing costs
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895,309 | 1,132,390 | 1,251,909 | |||||||||
Net accretion of seller's credit and other
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1,874,319 | 1,638,569 | 1,790,077 | |||||||||
Impairment loss
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35,295,894 | 23,016,556 | 5,648,959 | |||||||||
Credit loss, net
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5,066,484 | 674,000 | 4,409,062 | |||||||||
Gain on settlement of interfund agreement
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- | - | (1,056,555 | ) | ||||||||
Net gain on sale of assets
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(1,075,778 | ) | (1,082,177 | ) | (224,045 | ) | ||||||
(Gain) loss on derivative financial instruments
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(2,780,814 | ) | (756,451 | ) | 247,772 | |||||||
Changes in operating assets and liabilities:
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Collection of finance leases
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31,057,337 | 36,343,605 | 32,015,785 | |||||||||
Other assets
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1,208,639 | (1,450,443 | ) | (4,362,789 | ) | |||||||
Accrued expenses and other current liabilities
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(806,405 | ) | 118,379 | (1,455,815 | ) | |||||||
Deferred revenue
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(25,936 | ) | (1,319,779 | ) | 348,207 | |||||||
Due to/from Manager and affiliates, net
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169,274 | (173,137 | ) | 679,209 | ||||||||
Distributions from joint ventures
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874,895 | 586,128 | 626,726 | |||||||||
Net cash provided by operating activities
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37,591,076 | 41,882,491 | 45,743,905 | |||||||||
Cash flows from investing activities:
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Purchase of equipment
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- | (2,012,552 | ) | (8,701,948 | ) | |||||||
Proceeds from sale of equipment
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13,377,666 | 17,509,575 | 2,962,240 | |||||||||
Investment in joint ventures
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(137,500 | ) | (18,505,743 | ) | - | |||||||
Distributions received from joint ventures in excess of profits
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756,792 | 6,277,642 | 745,027 | |||||||||
Investment in notes receivable
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(25,556,362 | ) | - | (24,445,400 | ) | |||||||
Principal received on notes receivable
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33,854,149 | 9,721,990 | 37,591,074 | |||||||||
Net cash provided by investing activities
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22,294,745 | 12,990,912 | 8,150,993 | |||||||||
Cash flows from financing activities:
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Proceeds from revolving line of credit, recourse
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1,200,000 | - | - | |||||||||
Repayment of revolving line of credit, recourse
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(1,200,000 | ) | - | - | ||||||||
Proceeds from non-recourse long-term debt
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- | 10,628,119 | 12,448,656 | |||||||||
Repayment of non-recourse long-term debt
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(16,742,199 | ) | (22,108,838 | ) | (17,439,876 | ) | ||||||
Repurchase of shares of limited liability company interests
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(150,497 | ) | - | (47,129 | ) | |||||||
Investment in joint ventures by noncontrolling interests
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- | - | 2,864,417 | |||||||||
Distributions to noncontrolling interests
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(4,364,926 | ) | (12,169,963 | ) | (15,576,612 | ) | ||||||
Cash distributions to members
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(33,974,546 | ) | (33,984,635 | ) | (33,987,978 | ) | ||||||
Net cash used in financing activities
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(55,232,168 | ) | (57,635,317 | ) | (51,738,522 | ) | ||||||
Effects of exchange rates on cash and cash equivalents
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9,688 | (139,938 | ) | (12,148 | ) | |||||||
Net increase (decrease) in cash and cash equivalents
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4,663,341 | (2,901,852 | ) | 2,144,228 | ||||||||
Cash and cash equivalents, beginning of year
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26,317,435 | 29,219,287 | 27,075,059 | |||||||||
Cash and cash equivalents, end of year
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$ | 30,980,776 | $ | 26,317,435 | $ | 29,219,287 |
12
ICON Leasing Fund Twelve, LLC
Financial Statements (A Delaware Limited Liability Company)
Consolidated Statements of Cash Flows Supplement
(unaudited)
ICON Leasing Fund Twelve, LLC
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(A Delaware Limited Liability Company)
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Consolidated Statements of Cash Flows
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Years Ended December 31,
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2012
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2011
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2010
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Supplemental disclosure of cash flow information:
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Cash paid for interest
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$ | 5,553,124 | $ | 6,119,129 | $ | 7,254,306 | ||||||
Supplemental disclosure of non-cash investing and financing activities:
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Principal and interest on non-recourse long-term debt
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paid directly to lenders by lessees
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$ | 32,619,459 | $ | 33,629,325 | $ | 37,274,684 | ||||||
Exchange of equity interests in three consolidated joint ventures for the
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proportionate share of certain notes receivable
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$ | - | $ | 17,068,983 | $ | - | ||||||
Reclassification of net assets from leased equipment at cost to net
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investment in finance lease
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$ | - | $ | 9,815,569 | $ | - | ||||||
Proceeds from sale of equipment paid directly to lender in settlement of
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non-recourse debt
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$ | - | $ | 1,767,409 | $ | - | ||||||
Equipment purchased with non-recourse long-term debt paid directly by lender
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$ | - | $ | - | $ | 28,450,000 | ||||||
Equipment purchased with subordinated financing provided by seller
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$ | - | $ | - | $ | 11,000,000 | ||||||
Investment in joint ventures by noncontrolling interests
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$ | - | $ | - | $ | 1,051,201 | ||||||
13
ICON Leasing Fund Twelve, LLC
Forward Looking Information
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 Required Disclosure
To fulfill our promises to you we are required to make the following disclosures when applicable:
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 15, and November 15 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:
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Visiting www.iconinvestments.com, or
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Visiting www.sec.gov, or
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Writing us at: Angie Seenauth c/o ICON Investments, 3 Park Avenue, 36th Floor, New York, NY 10016
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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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