ICON Equipment & Corporate Infrastructure Fund Fourteen 10-Q 2012 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x]         Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2012

or

[  ]         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission_File_Number_ 000-53919

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(Exact name of registrant as specified in its charter)

Delaware	26-3215092
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3 Park Avenue, 36th Floor, New York, New York	10016
(Address of principal executive offices)	(Zip code)

(212) 418-4700

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 [x] Yes   [  ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).            

[x] Yes    [  ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,’’ ‘‘accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ] Accelerated filer [  ]   Non-accelerated filer [x]  Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

[  ] Yes [x] No

Number of outstanding limited partnership interests of the registrant on May 4, 2012 is 258,832.

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. Table of Contents
	Page
PART I - FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements	1
Consolidated Balance Sheets	1
Consolidated Statements of Operations	2
Consolidated Statement of Changes in Partners’ Equity	3
Consolidated Statements of Cash Flows	4
Notes to Consolidated Financial Statements	6
Item 2. General Partner’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	21
Item 4. Controls and Procedures	21
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	22
Item 1A. Risk Factors	22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3. Defaults Upon Senior Securities	22
Item 4. Mine Safety Disclosures	22
Item 5. Other Information	22
Item 6. Exhibits	23
Signatures	24

 PART I – FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.
(A Delaware Limited Partnership)
Consolidated Balance Sheets
Assets
	March 31,
	2012			December 31,
	(unaudited)			2011
Cash and cash equivalents	$	18,466,468		$	48,783,509
Restricted cash		4,500,618			2,500,000
Net investment in finance leases		143,957,560			145,974,532
Leased equipment at cost (less accumulated depreciation of
$22,676,517 and $18,302,163, respectively)		176,735,842			181,110,196
Net investment in notes receivable		98,340,419			70,406,783
Note receivable from joint venture		2,800,000			2,800,000
Investments in joint ventures		1,003,774			1,029,336
Other assets		6,738,151			6,044,435
Total Assets	$	452,542,832		$	458,648,791
Liabilities and Equity
Liabilities:
Non-recourse long-term debt	$	215,887,943		$	221,045,626
Derivative financial instruments		9,974,774			10,663,428
Deferred revenue		3,243,169			3,245,739
Due to General Partner and affiliates		363,796			398,466
Accrued expenses and other liabilities		9,123,853			9,418,900
Total Liabilities		238,593,535			244,772,159
Commitments and contingencies (Note 10)
Equity:
Partners’ Equity:
Limited Partners		202,532,189			202,492,816
General Partner		(277,546	)		(277,944	)
Total Partners’ Equity		202,254,643			202,214,872
Noncontrolling Interests		11,694,654			11,661,760
Total Equity		213,949,297			213,876,632
Total Liabilities and Equity	$	452,542,832		$	458,648,791

See accompanying notes to consolidated financial statements.

1

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Operations
(unaudited)
	Three Months Ended March 31,
	2012			2011
Revenue:
Finance income	$	6,789,817		$	3,635,146
Rental income		7,906,717			1,699,791
(Loss) income from investments in joint ventures		(143,062	)		146,110
Other income		76,966			176,479
Total revenue		14,630,438			5,657,526
Expenses:
Management fees		575,688			336,186
Administrative expense reimbursements		790,265			1,192,961
General and administrative		25,532			368,459
Depreciation		4,374,354			1,051,420
Interest		2,942,730			599,130
Loss on derivative financial instruments		229,575			-
Total expenses		8,938,144			3,548,156
Net income		5,692,294			2,109,370
Less: Net income attributable to noncontrolling interests		423,597			41,009
Net income attributable to Fund Fourteen	$	5,268,697		$	2,068,361
Net income attributable to Fund Fourteen allocable to:
Limited Partners	$	5,216,010		$	2,047,677
General Partner		52,687			20,684
	$	5,268,697		$	2,068,361
Weighted average number of limited
partnership interests outstanding		258,832			208,471
Net income attributable to Fund Fourteen
per weighted average limited partnership
interest outstanding	$	20.15		$	9.82

See accompanying notes to consolidated financial statements.

2

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statement of Changes in Partners' Equity
	Partners' Equity
	Limited								Total
	Partnership		Limited						Partners'			Noncontrolling			Total
	Interests		Partners			General Partner			Equity			Interests			Equity
Balance, December 31, 2011		258,832	$	202,492,816		$	(277,944	)	$	202,214,872		$	11,661,760		$	213,876,632
Net income		-		5,216,010			52,687			5,268,697			423,597			5,692,294
Cash distributions		-		(5,176,637	)		(52,289	)		(5,228,926	)		(390,703	)		(5,619,629	)
Balance, March 31, 2012 (unaudited)		258,832	$	202,532,189		$	(277,546	)	$	202,254,643		$	11,694,654		$	213,949,297

See accompanying notes to consolidated financial statements.

3

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
(unaudited)
	Three Months Ended March 31,
	2012			2011
Cash flows from operating activities:
Net income	$	5,692,294		$	2,109,370
Adjustments to reconcile net income to net cash
provided by operating activities:
Finance income, net of costs and fees		116,655			219,060
Loss (income) from investments in joint ventures		143,062			(146,110	)
Depreciation		4,374,354			1,051,420
Interest expense from amortization of debt financing costs		255,057			32,306
Interest expense, other		93,918			-
Other income		(64,740	)		(121,319	)
Gain on derivative financial instruments		(688,654	)		-
Allowance for credit losses		(340,000	)		-
Changes in operating assets and liabilities:
Restricted cash		(2,000,618	)		(500,000	)
Other assets		(940,498	)		31,294
Accrued expenses and other liabilities		(388,965	)		130,203
Deferred revenue		(2,570	)		1,999,809
Due to General Partner and affiliates		(34,670	)		115,773
Distributions from joint ventures		-			146,110
Net cash provided by operating activities		6,214,625			5,067,916
Cash flows from investing activities:
Purchase of equipment		-			(55,382,745	)
Principal repayment on finance leases		1,959,838			985,163
Investment in joint venture		(117,500	)		-
Distributions received from joint ventures in excess of profits		-			98,898
Investment in notes receivable		(29,676,825	)		-
Principal repayment on notes receivable		2,080,133			1,536,563
Net cash used in investing activities		(25,754,354	)		(52,762,121	)
Cash flows from financing activities:
Repayments of non-recourse long-term debt		(5,157,683	)		(907,292	)
Debt financing costs		-			(3,540,000	)
Sale of limited partnership interests		-			33,326,751
Sales and offering expenses paid		-			(3,084,050	)
Deferred charges		-			(100,000	)
Investment by noncontrolling interest		-			12,191,868
Distributions to noncontrolling interests		(390,703	)		(97,311	)
Cash distributions to partners		(5,228,926	)		(3,991,141	)
Repurchase of limited partnership interests		-			(29,031	)
Net cash (used in) provided by financing activities		(10,777,312	)		33,769,794
Net decrease in cash and cash equivalents		(30,317,041	)		(13,924,411	)
Cash and cash equivalents, beginning of the period		48,783,509			64,317,006
Cash and cash equivalents, end of the period	$	18,466,468		$	50,392,595

See accompanying notes to consolidated financial statements.

4

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
(unaudited)
	Three Months Ended March 31,
	2012		2011
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	3,509,075	$	513,462
Supplemental disclosure of non-cash investing and financing activities:
Underwriting fees due to ICON Securities	$	-	$	18,108
Organizational and offering expenses due to Investment Manager	$	-	$	65,726
Organizational and offering expenses charged to equity	$	-	$	534,465
Equipment purchased with non-recourse long-term debt paid directly by lender	$	-	$	128,000,000
Exchange of noncontrolling interest in investment in joint ventures for notes receivable	$	-	$	10,450,296

See accompanying notes to consolidated financial statements.

5

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2012

(unaudited)

(1) Basis of Presentation and Consolidation

The accompanying consolidated financial statements of ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. and consolidated subsidiaries (the “Partnership”) have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission for Quarterly Reports on Form 10-Q.  In the opinion of the general partner, ICON GP 14, LLC, a Delaware limited liability company (the “General Partner”), which is a wholly-owned subsidiary of ICON Capital Corp., a Delaware corporation (“ICON Capital” or the “Investment Manager”), all adjustments, which are of a normal recurring nature, considered necessary for a fair presentation have been included.  These consolidated financial statements should be read together with the consolidated financial statements and notes included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2011.  The results for the interim period are not necessarily indicative of the results for the full year.

Certain reclassifications have been made to the accompanying consolidated financial statements in prior periods to conform to the current presentation.

Credit Quality of Notes Receivable and Direct Finance Leases and Allowance for Credit Losses

The Investment Manager weighs all credit decisions on a combination of external credit ratings as well as internal credit evaluations of all potential borrowers. A potential borrower’s credit is analyzed using those credit ratings as well as the potential borrower’s financial statements and other financial data deemed relevant.

As the Partnership’s notes receivable and direct finance leases (each, a “Note” and, collectively, the “Notes”) are limited in number, the Partnership is able to estimate the allowance for credit losses based on a detailed analysis of each Note as opposed to using portfolio based metrics and allowance for credit losses. Notes are analyzed quarterly and categorized as either performing or non-performing based on payment history. If a Note becomes non-performing due to a borrower’s missed scheduled payments or failed financial covenants, the Investment Manager analyzes if a reserve should be established or if the Note should be restructured. Material events would be specifically disclosed in the discussion of each Note held.

Recent Accounting Pronouncements

In May 2011, the FASB issued ASU No 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRSs (“ASU 2011-04”), which amends its guidance related to fair value measurements in order to align the definition of fair value measurements and the related disclosure requirements between US GAAP and International Financial Reporting Standards. The new guidance also changes certain existing fair value measurement principles and disclosure requirements. The adoption of ASU 2011-04 became effective for the Partnership on January 1, 2012. The adoption of these additional disclosures did not have a material effect on the Partnership’s consolidated financial statements.

In June 2011, the FASB issued ASU No 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”), which revises the manner in which companies present comprehensive income in their financial statements. The new guidance removes the option to report other comprehensive income and its components in the statement of changes in equity and instead requires presentation in one continuous statement of comprehensive income or two separate but consecutive statements. The adoption of ASU 2011-05 became effective for the Partnership on January 1, 2012. The adoption of this guidance did not have a material impact on the Partnership’s consolidated financial statements, as it only required a change in the format of presentation.

(2) Net Investment in Notes Receivable

Net investment in notes receivable consisted of the following:

	March 31,			December 31,
	2012			2011
Principal outstanding	$	93,104,503		$	66,014,815
Initial direct cost		7,718,061			6,607,532
Deferred fees		(2,202,145	)		(1,595,564	)
Credit loss reserve		(280,000	)		(620,000	)
Net investment in notes receivable	$	98,340,419		$	70,406,783

6

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2012

(unaudited)

(2) Net Investment in Notes Receivable - continued

On February 3, 2012, the Partnership made a term loan in the amount of $15,406,250 to subsidiaries of Revstone Transportation, LLC. The loan bears interest at 15% per year and is for a period of sixty months. The loan is secured by all of Revstone’s assets, including a mortgage on real property.  In addition, the Partnership agreed to make a secured capital expenditure loan (the “CapEx Loan”), which is intended not to exceed $4,760,000. On April 2, 2012, Revstone borrowed approximately $1,000,000 in connection with the CapEx Loan. The outstanding CapEx Loan balance bears interest at 17% per year and is for a period of sixty months.  The CapEx Loan is secured by a first priority security interest in the automotive manufacturing equipment purchased with the proceeds from the CapEx Loan and a second priority security interest in the term loan collateral.

On February 29, 2012, the Partnership made a term loan in the amount of $6,000,000 to VAS Aero Services, LLC. The loan bears interest at variable rates ranging between 12% and 14.5% per year and is for a period of thirty-one months. The loan is secured by a second priority interest on all of VAS’s assets.

On March 9, 2012, the Partnership made a term loan in the amount of $7,500,000 to Kanza Construction, Inc. The loan bears interest at 13% per year and is for a period of sixty months. The loan is secured by all of Kanza’s assets.

On May 2, 2012, Northern Capital Associates XVIII, L.P. and certain of its affiliates satisfied their obligations in connection with a senior term loan by making a payment of approximately $5,700,000.

During the quarter ended March 31, 2012, the Partnership reduced the allowance for credit losses from $620,000 to $280,000, which was recorded as a reduction of general and administrative expenses on the Partnership’s consolidated statements of operations.

(3) Net Investment in Finance Leases

Net investment in finance leases consisted of the following:

	March 31,			December 31,
	2012			2011
Minimum rents receivable	$	159,980,526		$	165,864,991
Estimated residual values		45,859,529			45,859,529
Initial direct costs		3,062,013			3,240,012
Unearned income		(64,944,508	)		(68,990,000	)
Net investment in finance leases	$	143,957,560		$	145,974,532

7

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2012

(unaudited)

(4) Leased Equipment at Cost

Leased equipment at cost consisted of the following:

	March 31,		December 31,
	2012		2011
Packaging equipment	$	6,535,061	$	6,535,061
Telecommunications equipment		7,644,928		7,644,928
Motor coaches		10,627,370		10,627,370
Marine - crude oil tankers		174,605,000		174,605,000
		199,412,359		199,412,359
Less: Accumulated depreciation		22,676,517		18,302,163
	$	176,735,842	$	181,110,196

Depreciation expense was $4,374,354 and $1,051,420 for the three months ended March 31, 2012 and 2011, respectively.

(5) Non-Recourse Long-Term Debt

As of March 31, 2012 and December 31, 2011, the Partnership had non-recourse long-term debt obligations of $215,887,943 and $221,045,626, respectively, with maturity dates ranging from March 29, 2014 to March 29, 2021, and interest rates ranging from 4.555% to 12% per year, some of which were fixed after giving effect to the respective interest rate swap agreements.

The Partnership, through certain subsidiaries of its joint venture with ICON Leasing Fund Twelve, LLC (“Fund Twelve”), borrowed $128,000,000 (the “Senior Debt”) in connection with the acquisition of the vessels bareboat chartered to AET Inc. Limited.  The joint venture also borrowed $22,000,000 of subordinated non-recourse long-term debt from an unaffiliated third-party (the “Sub Debt”).  On April 20, 2012, these subsidiaries were notified of an event of default on the Senior Debt.  Due to a change in the fair value of these vessels, a provision in the Senior Debt loan agreement restricts the Partnership’s ability to utilize cash generated by the charter of these vessels as of January 12, 2012 for purposes other than paying the Senior Debt.  Approximately $1,800,000 was classified as restricted cash as of March 31, 2012.  Charter payments in excess of the Senior Debt loan service are held in reserve by the Senior Debt lender until such time as the restriction is cured. Once cured, the reserves will be released to the Partnership. While this restriction is in place, the Partnership is prevented from applying the charter proceeds to the Sub Debt. As of March 31, 2012, all required payments on the Sub Debt have been made. Should the Partnership fail to meet its future payment obligations, the Sub Debt lender has certain rights, including step-in rights, which allow it to collect cash generated from the charters until such time as the Sub Debt lender has received all unpaid amounts.

(6) Revolving Line of Credit, Recourse

On May 10, 2011, the Partnership entered into an agreement with California Bank & Trust (“CB&T”) for a revolving line of credit of up to $15,000,000 (the “Facility”), which is secured by all of the Partnership’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, on the present value of the future receivables under certain loans and lease agreements in which the Partnership has a beneficial interest. At March 31, 2012, the Partnership had $15,000,000 available under the Facility.

The Facility expires on March 31, 2013 and the Partnership may request a one year extension to the revolving line of credit within 390 days of the then-current expiration date, but CB&T has no obligation to extend. The interest rate for general advances under the Facility is CB&T’s prime rate and the interest rate on up to five separate non-prime rate advances that are permitted to be made under the Facility is the 90-day rate at which U.S. dollar deposits can be acquired by CB&T in the London Interbank Eurocurrency Market plus 2.5% per year, provided that all interest rates on advances under the Facility are subject to an interest rate floor of 4.0% per year. In addition, the Partnership is obligated to pay a commitment fee based on an annual rate of 0.50% on unused commitments under the Facility. At March 31, 2012, there were no obligations outstanding under the Facility.

At March 31, 2012, the Partnership was in compliance with all covenants related to the Facility.

8

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2012

(unaudited)

(7) Transactions with Related Parties

Fees and other expenses paid or accrued by the Partnership to the General Partner or its affiliates were as follows:

			Three Months Ended March 31,
Entity	Capacity	Description	2012		2011
ICON Capital Corp.	Investment Manager	Organizational and offering
		expense reimbursements (1)	$	-	$	59,367
ICON Securities Corp.	Dealer-Manager	Underwriting fees (2)		-		943,477
ICON Capital Corp.	Investment Manager	Acquisition fees (3)		1,490,668		3,491,112
ICON Capital Corp.	Investment Manager	Management fees (4)		575,688		336,186
ICON Capital Corp.	Investment Manager	Administrative expense
		reimbursements (4)		790,265		1,192,961
			$	2,856,621	$	6,023,103
(1) Amount capitalized and amortized to partners' equity.
(2) Amount charged directly to partners' equity.
(3) Amount capitalized and amortized to operations over the estimated service period in accordance with the Partnership's accounting policies.
(4) Amount charged directly to operations.

At March 31, 2012, the Partnership had a net payable of $363,796due to the General Partner and its affiliates that primarily consisted of administrative expense reimbursements.

At March 31, 2012, the Partnership had a note receivable from a joint venture of $2,800,000.  For the three months ended March 31, 2012, interest income relating to the note receivable from joint venture of approximately $119,000 was recognized and included in finance income on the consolidated statements of operations.

(8) Derivative Financial Instruments

The Partnership may enter into derivative transactions for purposes of hedging specific financial exposures, including movements in foreign currency exchange rates and changes in interest rates on its non-recourse long-term debt. The Partnership enters into these instruments only for hedging underlying exposures. The Partnership does not hold or issue derivative financial instruments for purposes other than hedging. Certain derivatives may not meet the criteria to be designated as accounting hedges, even though the Partnership believes that these are effective economic hedges.

The Partnership recognizes all derivatives as either assets or liabilities on the consolidated balance sheets and measures those instruments at fair value. Changes in the fair value of such instruments are recognized immediately in earnings unless certain criteria are met. These criteria demonstrate that the derivative is expected to be highly effective at offsetting changes in the fair value or expected cash flows of the underlying exposure at both the inception of the hedging relationship and on an ongoing basis and include an evaluation of the counterparty risk and the impact, if any, on the effectiveness of the derivative. If these criteria are met, which the Partnership must document and assess at inception and on an ongoing basis, the Partnership recognizes the changes in fair value of such instruments in accumulated other comprehensive income (loss), a component of equity on the consolidated balance sheets. Changes in the fair value of the ineffective portion of all derivatives are recognized immediately in earnings.

9

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2012

(unaudited)

(8) Derivative Financial Instruments – continued

 Non-designated Derivatives

As of March 31, 2012, the Partnership had five interest rate swaps that are not designated as cash flow hedges with an aggregate notional amount of $157,695,000.  These interest rate swaps are not speculative and are used to meet the Partnership’s objectives in using interest rate derivatives to add stability to interest expense and to manage its exposure to interest rate movements. The Partnership’s strategy to accomplish this objective is to match the projected future cash flows with the underlying debt service. Each interest rate swap involves the receipt of floating rate payments from a counterparty in exchange for the Partnership making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.

The table below presents the fair value of the Partnership’s derivative financial instruments as well as their classification within the Partnership’s consolidated balance sheets as of March 31, 2012 and December 31, 2011:

	Liability Derivatives
		March 31,		December 31,
		2012		2011
	Balance Sheet Location	Fair Value		Fair Value
Derivatives not designated as hedging instruments:
Interest rate swaps	Derivative financial instruments	$	9,974,774	$	10,663,428

The Partnership’s derivative financial instruments not designated as hedging instruments generated a loss on derivative financial instruments on the consolidated statements of operations for the three months ended March 31, 2012 of $229,575.

Derivative Risks

The Partnership manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that the Partnership has with any individual bank and through the use of minimum credit quality standards for all counterparties. The Partnership does not require collateral or other security in relation to derivative financial instruments. Since it is the Partnership’s policy to enter into derivative contracts with banks of internationally acknowledged standing only, the Partnership considers the counterparty risk to be remote.

As of March 31, 2012, the fair value of the derivatives in a liability position was $9,974,774. In the event that the Partnership would be required to settle its obligations under the derivative contracts as of March 31, 2012, the termination value would be $10,572,948.

10

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2012

(unaudited)

(9) Fair Value Measurements

Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

·   Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

·   Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

·   Level 3: Pricing inputs that are generally unobservable and cannot be corroborated by market data.

Financial Assets and Liabilities Measured on a Recurring Basis

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Investment Manager’s assessment, on the Partnership’s behalf, of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

The following table summarizes the valuation of the Partnership’s material financial liabilities measured at fair value on a recurring basis as of March 31, 2012:

	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative financial instruments	$	-	$	9,974,774	$	-	$	9,974,774

The Partnership’s derivative financial instruments are valued using models based on readily observable market parameters for all substantial terms of the Partnership’s derivative financial instruments and are classified within Level 2. As permitted by the accounting pronouncements, the Partnership uses market prices and pricing models for fair value measurements of its derivative financial instruments. The fair value of the derivative liabilities was recorded in derivative financial instruments within the consolidated balance sheets.

Fair value information with respect to the Partnership’s leased assets and liabilities is not separately provided since (i) the current accounting pronouncements do not require fair value disclosures of lease arrangements and (ii) the carrying value of financial assets, other than lease-related investments, and the recorded value of recourse debt approximate fair value due to their short-term maturities and variable interest rates. The estimated fair value of the Partnership’s fixed rate notes receivable, fixed rate non-recourse long-term debt and other liabilities was based on the discounted value of future cash flows related to the loans based on recent transactions of this type. Principal outstanding on fixed rate notes receivable was discounted at rates ranging between 12% and 20% per year. Principal outstanding on fixed rate non-recourse long-term debt and other liabilities was discounted at rates ranging between 3.968% and 12% per year.

	March 31, 2012
			Fair Value
	Carrying Value		(Level 3)
Principal outstanding on fixed rate notes receivable	$	95,624,503	$	98,023,276
Principal outstanding on fixed rate non-recourse long-term debt	$	58,192,943	$	59,110,807
Other liabilities	$	7,191,355	$	7,635,623

11

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2012

(unaudited)

(10) Commitments and Contingencies

At the time the Partnership acquires or divests of its interest in a diverse pool of business essential equipment and corporate infrastructure (collectively, “Capital Assets”), the Partnership may, under very limited circumstances, agree to indemnify the seller or buyer for specific contingent liabilities.  The General Partner believes that any liability of the Partnership that may arise as a result of any such indemnification obligations will not have a material adverse effect on the consolidated financial condition of the Partnership taken as a whole.

In connection with certain investments, we are required to maintain restricted cash accounts with certain banks. At March 31, 2012, the Partnership had $4,500,618 in restricted cash.

On September 27, 2010, the Partnership’s wholly-owned subsidiary, ICON SE, LLC (“ICON SE”), participated in a $46,000,000 facility by agreeing to make a secured term loan to SE Shipping Pte Ltd. (“SE”) for the purchase of a new-build heavy lift vessel and accompanying equipment.  Although all of the material conditions to closing were satisfied, SE breached its obligations under the loan by refusing to draw down on the facility. Subsequently, ICON SE commenced an action against SE in the United Kingdom for SE’s failure to pay ICON SE the commitment fee due in accordance with the loan agreement.

12

Item 2. General Partner's Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of our current financial position and results of operations. This discussion should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2011.  This discussion should also be read in conjunction with the disclosures below regarding “Forward-Looking Statements” and the “Risk Factors” set forth in Item 1A of Part II of this Quarterly Report on Form 10-Q.

As used in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or similar terms include ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. and its consolidated subsidiaries.

Forward-Looking Statements

Certain statements within this Quarterly Report on Form 10-Q 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.

Overview

We operate as an equipment leasing and finance fund in which the capital our partners invest is pooled together to make investments in Capital Assets, pay fees and establish a small reserve.  During our offering period, from May 18, 2009 to May 18, 2011, we raised $257,646,987. Our operating period commenced on May 19, 2011. We invested a substantial portion of the proceeds from the sale of our limited partnership interests (“Interests”) in Capital Assets.  After these proceeds are invested, it is anticipated that additional investments will be made with the cash generated from our initial investments to the extent that cash is not used for our expenses, reserves and distributions to limited partners.  The investment in additional Capital Assets in this manner is called “reinvestment.”  We anticipate investing and reinvesting in Capital Assets from time to time during our five-year operating period, which may be extended, at our General Partner’s discretion, for up to an additional three years.  After the operating period, we will then sell our assets in the ordinary course of business during our liquidation period.

Our General Partner manages and controls our business affairs, including, but not limited to, our investments in Capital Assets, under the terms of our limited partnership agreement.  Our Investment Manager, an affiliate of our General Partner, will originate and service our investments.  Our Investment Manager also sponsored and currently manages or is the investment manager or managing trustee for six other public equipment leasing and finance funds.

13

Recent Significant Transactions

We engaged in the following significant transactions since December 31, 2011:

Notes Receivable

On February 3, 2012, we made a term loan in the amount of $15,406,250 to subsidiaries of Revstone Transportation, LLC. The loan bears interest at 15% per year and is for a period of sixty months. The loan is secured by all of Revstone’s assets, including a mortgage on real property.  In addition, we agreed to make the CapEx Loan, which is intended not to exceed $4,760,000.  On April 2, 2012, Revstone borrowed approximately $1,000,000 in connection with the CapEx Loan. The outstanding CapEx Loan balance bears interest at 17% per year and is for a period of sixty months. The CapEx Loan is secured by a first priority security interest in the automotive manufacturing equipment purchased with the proceeds from the CapEx Loan and a second priority security interest in the term loan collateral.

On February 29, 2012, we made a term loan in the amount of $6,000,000 to VAS Aero Services, LLC. The loan bears interest at variable rates ranging between 12% and 14.5% per year and is for a period of thirty-one months. The loan is secured by a second priority interest on all of VAS’s assets.

On March 9, 2012, we made a term loan in the amount of $7,500,000 to Kanza Construction, Inc. The loan bears interest at 13% per year and is for a period of sixty months. The loan is secured by all of Kanza’s assets.

On May 2, 2012, Northern Capital Associates XVIII, L.P. and certain of its affiliates satisfied their obligations in connection with a senior term loan by making a payment of approximately $5,700,000.

Acquisition Fees

In connection with the new investments made since December 31, 2011, we paid total acquisition fees to our Investment Manager of approximately $1,491,000.

Recent Accounting Pronouncements

See Note 1 to our consolidated financial statements.

14

Results of Operations for the Three Months Ended March 31, 2012 (the “2012 Quarter”) and 2011 (the “2011 Quarter”)

Financing Transactions

The following tables set forth the types of assets securing the financing transactions in our portfolio as of March 31, 2012 and December 31, 2011:

	March 31, 2012				December 31, 2011
	Net		Percentage of Total Net Carrying Value		Net		Percentage of Total Net Carrying Value
	Carrying				Carrying
Asset Types	Value				Value
Marine - Crude oil tanker	$	83,041,262		34%	$	83,281,204		38%
Marine - Dry bulk vessels		64,180,116		26%		64,855,374		30%
Petrochemical facility		23,731,999		10%		23,630,939		12%
Automotive manufacturing equipment		15,566,526		6%		-		-
Telecommunications equipment		12,139,709		5%		13,298,467		6%
Rail support construction equipment		9,366,761		4%		2,291,360		1%
Land drilling rigs		8,705,328		4%		8,943,275		4%
Aircraft parts		6,413,294		3%		-		-
Point of sale equipment		5,680,324		2%		5,839,575		3%
Analog seismic system equipment		4,933,515		2%		5,352,925		2%
Cranes & transportation equipment		4,478,521		2%		4,700,665		2%
Metal cladding & production equipment		4,060,624		2%		4,187,531		2%
	$	242,297,979		100%	$	216,381,315		100%

The net carrying value of our financing transactions includes the balances of our net investment in notes receivable and our net investment in finance leases, which are included in our consolidated balance sheets.

During the 2012 Quarter and the 2011 Quarter, certain customers generated significant portions (defined as 10% or more) of our total finance income as follows:

		Percentage of Total Finance Income
Customer	Asset Types	2012 Quarter		2011 Quarter
Geden Holdings Ltd.	Marine - Dry bulk vessels		26%		51%
Geden Holdings Ltd.	Marine - Crude oil tanker		24%		-
Ocean Navigation 5 Co. Ltd. and Ocean Navigation 6 Co. Ltd.	Marine - Crude oil tanker		7%		14%
			57%		65%

Interest income from our net investment in notes receivable and finance income from our net investment in finance leases are included in finance income in the consolidated statements of operations.

The foregoing percentages are only as of a stated period and are not expected to be comparable in future periods.  Further, these percentages are only representative of the percentage of the carrying value of such assets or finance income as of a stated period, as applicable, and as such are not indicative of the concentration of any asset type or customer by the amount of equity invested or our investment portfolio as a whole.

15

Operating Lease Transactions

The following tables set forth the types of equipment subject to operating leases in our investment portfolio as of March 31, 2012 and December 31, 2011:

	March 31, 2012				December 31, 2011
	Net		Percentage of Total Net Carrying Value		Net		Percentage of Total Net Carrying Value
	Carrying				Carrying
Asset Types	Value				Value
Marine - Crude oil tanker	$	160,786,766		91%	$	164,212,775		90%
Motor coaches		8,406,318		5%		8,689,354		5%
Packaging equipment		4,935,080		3%		5,090,497		3%
Telecommunications equipment		2,607,678		1%		3,117,570		2%
	$	176,735,842		100%	$	181,110,196		100%

The net carrying value of our operating lease transactions includes the balance of our leased equipment at cost, which is included in our consolidated balance sheets.

During the 2012 Quarter and the 2011 Quarter, certain customers generated significant portions (defined as 10% or more) of our total rental income as follows:

		Percentage of Total Rental Income
Customer	Asset Types	2012 Quarter		2011 Quarter
AET  Inc. Limited	Marine - Crude oil tanker		81%		12%
Global Crossing Telecommunications Inc.	Telecommunications equipment		8%		39%
Dillon's Bus Service, Inc. and Lakefront Lines, Inc.	Motor coaches		6%		28%
Exopack, LLC	Packaging equipment		5%		21%
			100%		100%

Rental income from our operating leases is included in rental income in the consolidated statements of operations.

The foregoing percentages are only as of a stated period and are not expected to be comparable in future periods.  Further, these percentages are only representative of the percentage of the carrying value of such assets or rental income as of a stated period, as applicable, and as such are not indicative of the concentration of any asset type or customer by the amount of equity invested or our investment portfolio as a whole.

Revenue for the 2012 Quarter and the 2011 Quarter is summarized as follows:

	Three Months Ended March 31,
	2012			2011		Change
Finance income	$	6,789,817		$	3,635,146	$	3,154,671
Rental income		7,906,717			1,699,791		6,206,926
(Loss) income from investments in joint ventures		(143,062	)		146,110		(289,172	)
Other income		76,966			176,479		(99,513	)
Total revenue	$	14,630,438		$	5,657,526	$	8,972,912

Total revenue for the 2012 Quarter increased $8,972,912, or 159%, as compared to the 2011 Quarter.  The increase in rental income was due to four operating leases that we entered into at the end of the 2011 Quarter. The increase in finance income was primarily due to four finance leases and five notes receivable that we entered into subsequent to the 2011 Quarter.

16

Expenses for the 2012 Quarter and the 2011 Quarter are summarized as follows:

	Three Months Ended March 31,
	2012		2011		Change
Management fees	$	575,688	$	336,186	$	239,502
Administrative expense reimbursements		790,265		1,192,961		(402,696	)
General and administrative		25,532		368,459		(342,927	)
Depreciation		4,374,354		1,051,420		3,322,934
Interest		2,942,730		599,130		2,343,600
Loss on derivative financial instruments		229,575		-		229,575
Total expenses	$	8,938,144	$	3,548,156	$	5,389,988

Total expenses for the 2012 Quarter increased $5,389,988, or 152%, as compared to the 2011 Quarter. The increase in depreciation expense was primarily due to the equipment acquired pursuant to four operating leases that we entered into at the end of the 2011 Quarter.  Interest expense increased as a result of the debt incurred subsequent to the 2011 Quarter.  General and administrative expenses decreased as a result of a partial reversal of the allowance for credit losses.

Noncontrolling Interests

Net income attributable to noncontrolling interests for the 2012 Quarter increased $382,588 as compared to the 2011 Quarter.  The increase was primarily due to a related party’s investment in four operating leases at the end of the 2011 Quarter.

Net Income Attributable to Fund Fourteen

As a result of the foregoing factors, net income attributable to us for the 2012 Quarter and the 2011 Quarter was $5,268,697 and $2,068,361, respectively. The net income attributed to us per weighted average limited partnership interest outstanding for the 2012 Quarter and the 2011 Quarter was $20.15 and $9.82, respectively.

Financial Condition

This section discusses the major balance sheet variances at March 31, 2012 compared to December 31, 2011.

Total Assets

Total assets decreased $6,105,959, from $458,648,791 at December 31, 2011 to $452,542,832 at March 31, 2012.  The decrease in total assets was primarily the result of depreciation of our leased equipment at cost.

17

Total Liabilities

Total liabilities decreased $6,178,624, from $244,772,159 at December 31, 2011 to $238,593,535 at March 31, 2012. The decrease was primarily the result of scheduled repayments of our non-recourse long-term debt.

Equity

Equity increased $72,665, from $213,876,632 at December 31, 2011 to $213,949,297 at March 31, 2012. The increase was primarily the result of our net income offset by distributions paid to our partners.

Liquidity and Capital Resources

Summary

At March 31, 2012 and December 31, 2011, we had cash and cash equivalents of $18,466,468 and $48,783,509, respectively.  Pursuant to the terms of our offering, we have established a reserve in the amount of 0.50% of the gross offering proceeds from the sale of our Interests.  As of March 31, 2012, the cash reserve was $1,288,235.  During our offering period, our main source of cash was from financing activities and our main use of cash was in investing activities. During our operating period, our main source of cash will be from operating activities and our main use of cash will be in investing and financing activities. Our liquidity will vary in the future, increasing to the extent cash flows from investments and proceeds from the sale of our investments exceed expenses and decreasing as we make new investments, pay distributions to our partners and to the extent that expenses exceed cash flows from operations and the proceeds from the sale of our investments.

We believe that cash generated from the expected results of our operations will be sufficient to finance our liquidity requirements for the foreseeable future, including distributions to our partners, general and administrative expenses, new investment opportunities, management fees and administrative expense reimbursements.  In addition, a revolving line of credit of $15,000,000 is available to fund our short-term liquidity needs.

Our ability to generate cash in the future is subject to general economic, financial, competitive, regulatory and other factors that affect us and our lessees’ and borrowers’ businesses that are beyond our control.

We are using the net proceeds of our offering to invest in Capital Assets located in North America, Europe and other developed markets, including those in Asia, South America and elsewhere.  We seek to acquire a portfolio of Capital Assets that is comprised of transactions that  (a) provide current cash flow in the form of rental payments (in the case of leases) and payments of principal and/or interest (in the case of secured loans), (b) generate deferred cash flow from realizing the value of the Capital Assets or interests therein at the maturity of the investment or exercise of an option to purchase Capital Assets, or (c) provide a combination of both.

For the period from June 19, 2009, the “Commencement of Operations,” through May 18, 2011, we sold 258,897 Interests, representing $257,646,987 of capital contributions, and admitted 7,010 limited partners.  For the period from the Commencement of Operations through May 18, 2011, we paid sales commissions to third parties of $17,201,964 and underwriting commissions to ICON Securities Corp. d/b/a ICON Investments of $7,445,754.  In addition, organization and offering expenses of $2,926,110 were paid or incurred by us, our General Partner or its affiliates during this period.

Operating Activities

Cash provided by operating activities increased $1,146,709, from $5,067,916 in the 2011 Quarter to $6,214,625 in the 2012 Quarter.  The increase was primarily due to increased finance and rental receipts on a larger base of investments offset by an increase of interest paid on our non-recourse long-term debt during the 2012 Quarter.

18

Investing Activities

Cash used in investing activities decreased $27,007,767, from $52,762,121 in the 2011 Quarter to $25,754,354 in the 2012 Quarter. The decrease primarily resulted from us using less cash to make investments and our receipt of increased principal repayments on our notes receivable and finance leases during the 2012 Quarter as compared to the 2011 Quarter.

Financing Activities

Cash used in financing activities increased $44,547,106, from a source of cash of $33,769,794 in the 2011 Quarter to a use of cash of $10,777,312 in the 2012 Quarter. The increase was primarily due to an increase in distributions paid, a reduction of financing cash inflows resulting from the completion of our offering period on May 18, 2011 and the investment by a noncontrolling interest during the 2011 Quarter.

Non-Recourse Long-Term Debt

We had non-recourse long-term debt obligations at March 31, 2012 of $215,887,943. Most of our non-recourse long-term debt obligations consist of notes payable in which the lender has a security interest in the underlying equipment. If the lessee were to default on the underlying lease resulting in our default on the non-recourse long-term debt, the equipment would be returned to the lender in extinguishment of that debt.

Distributions

We, at our General Partner’s discretion, pay monthly distributions to each of our limited partners beginning with the first month after each such limited partner’s admission and expect to continue to pay such distributions until the termination of our operating period.  We paid distributions of $52,289, $5,176,637 and $390,703 to our General Partner, limited partners and noncontrolling interests, respectively, during the 2012 Quarter.

19

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At the time we acquire or divest of an interest in Capital Assets, we may, under very limited circumstances, agree to indemnify the seller or buyer for specific contingent liabilities.  Our General Partner believes that any liability that may arise as a result of any such indemnification obligations will not have a material adverse effect on our consolidated financial condition taken as a whole.

We, through certain subsidiaries of our joint venture with Fund Twelve, borrowed Senior Debt and Sub Debt in connection with the acquisition of the vessels bareboat chartered to AET Inc. Limited.  On April 20, 2012, these subsidiaries were notified of an event of default on their Senior Debt.  Due to a change in the fair value of these vessels, a provision in the Senior Debt loan agreement restricts our ability to utilize cash generated by the charter of these vessels as of January 12, 2012 for purposes other than paying the Senior Debt.  Approximately $1,800,000 was classified as restricted cash as of March 31, 2012.  Charter payments in excess of the Senior Debt loan service are held in reserve by the Senior Debt lender until such time as the restriction is cured. Once cured, the reserves will be released to us. While this restriction is in place, we are prevented from applying the charter proceeds to the Sub Debt. As of March 31, 2012, all required payments on the Sub Debt have been made. Should we fail to meet our future payment obligations, the Sub Debt lender has certain rights, including step-in rights, which allow it to collect cash generated from the charters until such time as the Sub Debt lender has received all unpaid amounts.

In connection with certain investments, we are required to maintain restricted cash accounts with certain banks. At March 31, 2012, we had $4,500,618 in restricted cash.

On September 27, 2010, we through our wholly-owned subsidiary, ICON SE, participated in a $46,000,000 facility by agreeing to make a secured term loan to SE for the purchase of a new-build heavy lift vessel and accompanying equipment. Although all of the material conditions to closing were satisfied, SE breached its obligations under the loan by refusing to draw down on the facility. Subsequently, ICON SE commenced an action against SE in the United Kingdom for SE’s failure to pay ICON SE the commitment fee due in accordance with the loan agreement.

Off-Balance Sheet Transactions

None.

20

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There are no material changes to the disclosures related to this item since the filing of our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as well as the financial statements for our General Partner, our General Partner carried out an evaluation, under the supervision and with the participation of the management of our General Partner, including its Co-Chief Executive Officers and the Principal Accounting and Financial Officer, of the effectiveness of the design and operation of our General Partner’s disclosure controls and procedures as of the end of the period covered by this report pursuant to the Securities Exchange Act of 1934, as amended.  Based on the foregoing evaluation, the Co-Chief Executive Officers and the Principal Accounting and Financial Officer concluded that our General Partner’s disclosure controls and procedures were effective.

In designing and evaluating our General Partner’s disclosure controls and procedures, our General Partner recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.  Our General Partner’s disclosure controls and procedures have been designed to meet reasonable assurance standards. Disclosure controls and procedures cannot detect or prevent all error and fraud. Some inherent limitations in disclosure controls and procedures include costs of implementation, faulty decision-making, simple error and mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all anticipated and unanticipated future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with established policies or procedures.  

Evaluation of internal control over financial reporting

There have been no changes in our internal control over financial reporting during the three months ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

21

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

In the ordinary course of conducting our business, we may be subject to certain claims, suits and complaints filed against us.  In our General Partner’s opinion, the outcome of such matters, if any, will not have a material impact on our consolidated financial position, cash flows or results of operations.  We are not aware of any material legal proceedings that are currently pending against us or against any of our assets.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

We did not sell or repurchase any Interests during the three months ended March 31, 2012.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

Not applicable.

22

Item 6. Exhibits

3.1	Certificate of Limited Partnership of Registrant (Incorporated by reference to Exhibit 3.1 to Registrant’s Registration Statement on Form S-1 filed with the SEC on October 3, 2008 (File No. 333-153849)).
4.1	Limited Partnership Agreement of Registrant (Incorporated by reference to Exhibit A to Registrant’s Prospectus filed with the SEC on May 18, 2009 (File No. 333- 153849)).
10.1	Investment Management Agreement, by and between ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. and ICON Capital Corp., dated as of May 18, 2009 (Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, filed August 13, 2009).
10.2	Commercial Loan Agreement, by and between California Bank & Trust and ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC and ICON Leasing Fund Eleven, LLC, dated as of August 31, 2005 (Incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, filed August 13, 2009).
10.3	Loan Modification Agreement, by and between California Bank & Trust and ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC and ICON Leasing Fund Eleven, LLC, dated as of December 26, 2006 (Incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, filed August 13, 2009).
10.4	Loan Modification Agreement, by and between California Bank & Trust, ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and ICON Leasing Fund Twelve, LLC, dated as of June 20, 2007 (Incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, filed August 13, 2009).
10.5	Third Loan Modification Agreement, by and between California Bank & Trust, ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and ICON Leasing Fund Twelve, LLC, dated as of May 1, 2008 (Incorporated by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, filed August 13, 2009).
10.6	Fourth Loan Modification Agreement, by and between California Bank & Trust, ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC, ICON Leasing Fund Twelve, LLC and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., dated as of August 12, 2009 (Incorporated by reference to Exhibit 10.6 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, filed August 13, 2009).
10.7	Termination of Commercial Loan Agreement, by and among California Bank & Trust and ICON Income Fund Eight B L.P.; ICON Income Fund Nine, LLC; ICON Income Fund Ten, LLC; ICON Leasing Fund Eleven, LLC; ICON Leasing Fund Twelve, LLC; and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., dated as of May 10, 2011. (Incorporated by reference to Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed May 16, 2011).
10.8	Commercial Loan Agreement, by and between California Bank & Trust and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., dated as of May 10, 2011. (Incorporated by reference to Exhibit 10.8 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed on May 16, 2011).
31.1	Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.
31.3	Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting and Financial Officer.
32.1	Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3	Certification of Principal Accounting and Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
*	XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(Registrant)

By: ICON GP 14, LLC

      (General Partner of the Registrant)

May 10, 2012

By: /s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

By: /s/ Mark Gatto

Mark Gatto

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

By: /s/ Keith S. Franz

Keith S. Franz

Managing Director

(Principal Accounting and Financial Officer)

24