ICON Equipment & Corporate Infrastructure Fund Fourteen 10Q 2012 Q3 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

September 30, 2012

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

For the transition period from

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, 36^th 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.

þ Yes

o 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).

þ Yes

o 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 o	Accelerated filer o

Non-accelerated filer þ (Do not check if a smaller reporting company)	Smaller reporting company o

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

o Yes

þ No

Number of outstanding limited partnership interests of the registrant on November 12, 2012 is 258,827.

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. Table of Contents
		Page

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Consolidated Balance Sheets		1

Consolidated Statements of Operations		2

Consolidated Statements of Changes in 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		15

Item 3. Quantitative and Qualitative Disclosures About Market Risk		24

Item 4. Controls and Procedures		24

PART II – OTHER INFORMATION

Item 1. Legal Proceedings		25

Item 1A. Risk Factors		25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25

Item 3. Defaults Upon Senior Securities		25

Item 4. Mine Safety Disclosures		25

Item 5. Other Information		25

Item 6. Exhibits		26

Signatures		27

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


				September 30,		December 31,
				2012		2011
				(unaudited)
Assets
	Cash and cash equivalents			$	11,797,711	$	48,783,509
	Restricted cash				6,442,556		2,500,000
	Net investment in finance leases				139,676,662		145,974,532
	Leased equipment at cost (less accumulated depreciation
		of $27,034,039 and $18,302,163, respectively)			166,922,606		181,110,196
	Net investment in notes receivable				102,235,780		70,406,783
	Note receivable from joint venture				2,426,535		2,800,000
	Investments in joint ventures				786,355		1,029,336
	Other assets				6,823,184		6,044,435
Total assets				$	437,111,389	$	458,648,791

Liabilities and Equity

Liabilities:
	Non-recourse long-term debt			$	205,020,283	$	221,045,626
	Derivative financial instruments				12,283,230		10,663,428
	Deferred revenue				3,238,033		3,245,739
	Due to General Partner and affiliates, net				130,384		398,466
	Accrued expenses and other liabilities				10,285,865		9,418,900
			Total liabilities		230,957,795		244,772,159

Commitments and contingencies (Note 11)

Equity:
	Partners’ equity:
		Limited partners			194,875,780		202,492,816
		General Partner			(354,838)		(277,944)
			Total partners’ equity		194,520,942		202,214,872

	Noncontrolling interests				11,632,652		11,661,760
			Total equity		206,153,594		213,876,632
Total liabilities and equity				$	437,111,389	$	458,648,791

See accompanying notes to consolidated financial statements.

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Operations
(unaudited)

			Three Months Ended September 30,				Nine Months Ended September 30,
			2012		2011		2012		2011
Revenue:
	Finance income		$	6,683,054	$	5,938,620	$	20,121,447	$	13,582,351
	Rental income			7,916,683		7,847,405		23,740,083		17,542,059
	Income (loss) from investments in joint ventures			79,023		1,073,263		(148,709)		1,374,091
	Other income (loss)			43,060		(75,785)		108,791		184,171
		Total revenue		14,721,820		14,783,503		43,821,612		32,682,672

Expenses:
	Management fees			594,416		562,172		2,053,922		1,378,900
	Administrative expense reimbursements			598,621		1,083,290		2,924,407		4,438,637
	General and administrative			426,994		506,504		1,554,206		1,444,163
	Credit loss			-		-		2,636,066		-
	Depreciation			4,374,352		4,336,287		13,123,060		9,811,251
	Interest			2,834,897		3,058,409		8,610,627		6,162,274
	Loss on derivative financial instruments			1,487,091		6,937,325		4,409,838		11,748,444
		Total expenses		10,316,371		16,483,987		35,312,126		34,983,669
Net income (loss)				4,405,449		(1,700,484)		8,509,486		(2,300,997)

	Less: net income (loss) attributable to noncontrolling interests			191,863		(1,067,527)		512,222		(1,885,432)
Net income (loss) attributable to Fund Fourteen			$	4,213,586	$	(632,957)	$	7,997,264	$	(415,565)

Net income (loss) attributable to Fund Fourteen allocable to:
	Limited partners		$	4,171,450	$	(626,627)	$	7,917,291	$	(411,409)
	General Partner			42,136		(6,330)		79,973		(4,156)

			$	4,213,586	$	(632,957)	$	7,997,264	$	(415,565)

Weighted average number of limited
	partnership interests outstanding			258,827		258,832		258,830		238,321

Net income (loss) attributable to Fund Fourteen
	per weighted average limited partnership
	interest outstanding		$	16.12	$	(2.42)	$	30.59	$	(1.73)

See accompanying notes to consolidated financial statements.

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Changes in Equity

		Partners' Equity
		Limited					Total
		Partnership	Limited		General		Partners'		Noncontrolling		Total
		Interests	Partners		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

	Net loss	-		(1,470,169)		(14,850)		(1,485,019)		(103,238)		(1,588,257)
	Repurchase of limited partnership interests	(5)		(4,486)		-		(4,486)		-		(4,486)
	Investment by noncontrolling interest	-		-		-		-		137,500		137,500
	Cash distributions	-		(5,176,637)		(52,289)		(5,228,926)		(96,454)		(5,325,380)

Balance, June 30, 2012 (unaudited)		258,827		195,880,897		(344,685)		195,536,212		11,632,462		207,168,674

	Net income	-		4,171,450		42,136		4,213,586		191,863		4,405,449
	Cash distributions	-		(5,176,567)		(52,289)		(5,228,856)		(191,673)		(5,420,529)

Balance, September 30, 2012 (unaudited)		258,827	$	194,875,780	$	(354,838)	$	194,520,942	$	11,632,652	$	206,153,594

See accompanying notes to consolidated financial statements.

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
(unaudited)

				Nine Months Ended September 30,
				2012		2011
Cash flows from operating activities:
	Net income (loss)			$	8,509,486	$	(2,300,997)
	Adjustments to reconcile net income (loss) to net cash
		provided by operating activities:
			Finance income, net of costs and fees		(602,414)		623,634
			Loss (income) from investments in joint ventures		148,709		(1,374,091)
			Depreciation		13,123,060		9,811,251
			Credit loss		2,636,066		-
			Interest expense from amortization of debt financing costs		743,362		463,409
			Interest expense, other		287,623		137,733
			Other income		(51,605)		(31,016)
			Loss on derivative financial instruments		1,619,802		10,836,351
	Changes in operating assets and liabilities:
		Restricted cash			(3,942,556)		(1,875,000)
		Other assets, net			(1,511,948)		(3,610,784)
		Accrued expenses and other liabilities			579,342		88,251
		Deferred revenue			(7,706)		2,196,566
		Due to General Partner and affiliates			(268,082)		115,830
		Distributions from joint ventures			-		1,374,091
Net cash provided by operating activities					21,263,139		16,455,228

Cash flows from investing activities:
	Proceeds from sale of equipment				1,064,530		-
	Purchase of equipment				-		(79,564,939)
	Principal repayment on finance leases				6,136,397		4,809,221
	Investments in joint ventures				(117,500)		-
	Distributions received from joint ventures in excess of profits				211,772		3,817,746
	Investment in notes receivable				(50,575,955)		(9,512,325)
	Principal repayment on notes receivable				17,289,686		4,778,195
Net cash used in investing activities					(25,991,070)		(75,672,102)

Cash flows from financing activities:
	Proceeds from non-recourse long-term debt				-		22,000,000
	Repayment of non-recourse long-term debt				(16,025,343)		(10,453,859)
	Debt financing costs				-		(4,420,000)
	Sale of limited partnership interests				-		65,673,533
	Sales and offering expenses paid				-		(6,166,877)
	Deferred charges				-		(273,438)
	Investment by noncontrolling interest				137,500		14,027,711
	Distributions to noncontrolling interests				(678,830)		(5,855,813)
	Cash distributions to partners				(15,686,708)		(13,950,084)
	Repurchase of limited partnership interests				(4,486)		(53,498)
Net cash (used in) provided by financing activities					(32,257,867)		60,527,675

Net (decrease) increase in cash and cash equivalents					(36,985,798)		1,310,801
Cash and cash equivalents, beginning of period					48,783,509		64,317,006
Cash and cash equivalents, end of period				$	11,797,711	$	65,627,807

See accompanying notes to consolidated financial statements.

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
(unaudited)
		Nine Months Ended September 30,
		2012		2011
Supplemental disclosure of cash flow information:

Cash paid for interest		$	9,534,193	$	6,463,324

Supplemental disclosure of non-cash investing and financing activities:

	Organizational and offering expenses charged to equity	$	-	$	1,124,718
	Equipment purchased with non-recourse long-term debt paid directly by lender	$	-	$	172,000,000
	Exchange of noncontrolling interest in investments in joint ventures for notes receivable	$	-	$	10,450,296
	Equipment purchased with subordinated financing provided by seller	$	-	$	9,000,000

See accompanying notes to consolidated financial statements.

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2012

(unaudited)

(1) Basis of Presentation and Consolidation

The accompanying consolidated financial statements of ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. (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 of the Partnership, 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 (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 Credit Loss Reserve

The Investment Manager weighs all credit decisions based on a combination of external credit ratings as well as internal credit evaluations of all borrowers. A borrower’s credit is analyzed using those credit ratings as well as the 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 credit loss reserve based on a detailed analysis of each Note as opposed to using portfolio based metrics and credit loss reserve. 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 whether a credit loss reserve should be established or whether 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRSs, 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 pronouncement 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 and did not have a material impact on the Partnership’s consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income, which revises the manner in which companies present comprehensive income in their financial statements. The new pronouncement 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 and 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:

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2012

(unaudited)

	September 30,		December 31,
	2012		2011
Principal outstanding	$	99,930,363	$	66,014,815
Initial direct costs		7,432,889		6,607,532
Deferred fees		(2,187,472)		(1,595,564)
Credit loss reserve		(2,940,000)		(620,000)
Net investment in notes receivable	$	102,235,780	$	70,406,783

On February 3, 2012, the Partnership made a term loan in the amount of $15,406,250 to subsidiaries of Revstone Transportation, LLC (collectively, “Revstone”). The loan bears interest at 15% per year and is for a period of 60 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”). On April 2, 2012 and July 30, 2012, Revstone borrowed approximately $1,062,000 and $1,364,000, respectively, in connection with the CapEx Loan. The CapEx Loan bears interest at 17% per year and matures on March 1, 2017. The CapEx Loan is secured by a first priority security interest in 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 31 months. The loan is secured by a second priority interest in 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 60 months. The loan is secured by all of Kanza’s assets. During the three months ended June 30, 2012, as a result of the borrower’s unexpected financial hardship and failure to meet certain payment obligations, the loan was placed on nonaccrual status and the Partnership recorded a credit loss reserve of $2,940,000 based on the estimated value of the recoverable collateral. During the three months ended September 30, 2012, Kanza repaid approximately $427,000 of principal, reducing the outstanding balance of the loan at September 30, 2012 to approximately $4,133,000. Subsequent to September 30, 2012, Kanza repaid an additional $3,247,000 of principal on the loan. Finance income recognized on the impaired loan was approximately $0 and $145,000 for the three and nine months ended September 30, 2012, respectively. As a nonaccrual status loan, any future change in the fair value of the recoverable collateral will be recorded as an adjustment to credit loss. However, the net carrying amount of the loan shall at no time exceed the recorded investment in the loan at the time it was deemed impaired.

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 prepayment of approximately $5,700,000. As a result, the Partnership recognized a loss on the prepayment of approximately $137,000, which is included in finance income on the consolidated statements of operations. During the period ended September 30, 2012, the Partnership reduced the credit loss reserve from $620,000 to $280,000, which was recorded as a reduction of credit loss on the Partnership’s consolidated statements of operations. In connection with the prepayment, the credit loss reserve was removed.

On May 22, 2012, Northern Crane Services, Inc. satisfied its obligation in connection with a term loan by making a prepayment of approximately $4,283,000. As a result, the Partnership recognized a loss on the prepayment of approximately $77,000, which is included in finance income on the consolidated statements of operations.

On June 22, 2012, the Partnership made a term loan in the amount of $1,855,000 to NTS Communications, Inc. and certain of its affiliates (collectively, “NTS”). The loan bears interest at 12.75% per year and is for a period of 60 months. The loan is secured by, among other things, equipment used in NTS’s high speed broadband services operation, which provides internet access, digital cable television programming and local and long distance telephone service to residential and business customers. In addition, on September 27, 2012, the Partnership made an additional term loan to NTS (the “Second Term Loan”) in the amount of $1,564,500. The Second Term Loan bears interest at 12.75% per year and is for a period of 57 months. The loan is secured by the assets acquired with the proceeds from the Second Term Loan.

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2012

(unaudited)

On July 24, 2012, the Partnership made a secured term loan in the amount of $2,000,000 to affiliates of Frontier Oilfield Services, Inc. (collectively, “Frontier”). The loan bears interest at 14% per year and is for a period of 66 months. The loan is secured by, among other things, a first lien on Frontier’s saltwater disposal wells and related equipment and a second lien on Frontier's other assets, including real estate, machinery and accounts receivable.

On September 10, 2012, the Partnership made a secured term loan in the amount of $12,410,000 to Superior Tube Company, Inc. and Tubes Holdco Limited (collectively, “Superior”). The loan bears interest at 12% per year and is for a period of 60 months. The loan is secured by, among other things, a first lien on Superior’s assets, including tube manufacturing and related equipment and a mortgage on real property, and a second lien on Superior’s accounts receivable and inventory.

(3) Net Investment in Finance Leases

Net investment in finance leases consisted of the following:

	September 30,		December 31,
	2012		2011
Minimum rents receivable	$	148,164,597	$	165,864,991
Estimated residual values		45,859,529		45,859,529
Initial direct costs		2,710,940		3,240,012
Unearned income		(57,058,404)		(68,990,000)

Net investment in finance leases	$	139,676,662	$	145,974,532

(4) Leased Equipment at Cost

Leased equipment at cost consisted of the following:

		September 30,		December 31,
		2012		2011
Packaging equipment		$	6,535,061	$	6,535,061
Telecommunications equipment			2,189,214		7,644,928
Motor coaches			10,627,370		10,627,370
Marine - crude oil tankers			174,605,000		174,605,000
	Leased equipment at cost		193,956,645		199,412,359
Less: accumulated depreciation			27,034,039		18,302,163
	Leased equipment at cost, less accumulated depreciation	$	166,922,606	$	181,110,196

On January 3, 2012, Dillon’s Bus Service, Inc. (“DBS”), Lakefront Lines, Inc. (“Lakefront”) and their parent company, Coach Am Group Holdings Corp., commenced a voluntary Chapter 11 proceeding in U.S. Bankruptcy Court, subsequent to which DBS and Lakefront made all of their lease payments. On July 20, 2012, Lakefront and DBS assigned their respective interests in the leases of 24 of 26 motor coaches to CAM Leasing, LLC. On October 19, 2012, the remaining two motor coaches were sold for approximately $551,000.

On September 30, 2012, Global Crossing Telecommunications, Inc. exercised its option to purchase certain telecommunications equipment at lease expiration for approximately $1,065,000. No gain or loss was recorded as a result of such transaction.

Depreciation expense was $4,374,352 and $4,336,287 for the three months ended September 30, 2012 and 2011,

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2012

(unaudited)

respectively. Depreciation expense was $13,123,060 and $9,811,251 for the nine months ended September 30, 2012 and 2011, respectively.

(5) Investments in Joint Ventures

On June 26, 2009, the Partnership and ICON Leasing Fund Twelve, LLC, an affiliate of the Investment Manager (“Fund Twelve”), entered into a joint venture for the purpose of investing in eight new Ariel natural gas compressors. On September 29, 2011, the Partnership received a distribution that included the return of the Partnership’s capital. In connection with the distribution, the Partnership reduced its investments in the joint venture to zero and recorded approximately $949,000 of additional income from investments in joint ventures.

The results of operations of the joint venture are summarized below:

	Three Months Ended September 30,				Nine Months Ended September 30,
		2012		2011		2012		2011
Revenue	$	412,294	$	392,955	$	1,282,489	$	1,620,865
Net income	$	301,572	$	307,733	$	911,349	$	1,049,914
Partnership’s share of net income	$	-	$	1,073,263	$	-	$	1,347,091

(6) Non-Recourse Long-Term Debt

As of September 30, 2012 and December 31, 2011, the Partnership had non-recourse long-term debt obligations of $205,020,283 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 Fund Twelve, borrowed $128,000,000 (the “Senior Debt”) in connection with the acquisition of the vessels on bareboat charter 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 $3,393,000 was classified as restricted cash as of September 30, 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 a result of the Partnership’s failure to make required Sub Debt loan payments from June through September 2012, 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. The Sub Debt lender has reserved, but not exercised, its rights under the loan agreement.

On September 24, 2012, the Partnership received a waiver of certain financial covenants in connection with the non-recourse long-term debt relating to the vessels on bareboat charter to Fantastic Shipping, Ltd. and Amazing Shipping, Ltd.

(7) 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

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2012

(unaudited)

interest. At September 30, 2012, the Partnership had $14,379,238 available under the Facility pursuant to the borrowing base.

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 September 30, 2012, there were no obligations outstanding under the Facility.

At September 30, 2012, the Partnership was in compliance with all covenants related to the Facility.

(8) 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 September 30,				Nine Months Ended September 30,
Entity	Capacity	Description	2012		2011		2012		2011
ICON Capital Corp.	Investment Manager	Organizational and offering
		expense reimbursements ⁽¹⁾	$	-	$	-	$	-	$	273,438
ICON Securities Corp.	Dealer-Manager	Underwriting fees ⁽²⁾		-		-		-		1,877,234
ICON Capital Corp.	Investment Manager	Acquisition fees ⁽³⁾		979,806		1,069,063		2,543,402		8,610,359
ICON Capital Corp.	Investment Manager	Management fees ⁽⁴⁾		594,416		562,172		2,053,922		1,378,900
ICON Capital Corp.	Investment Manager	Administrative expense
		reimbursements ⁽⁴⁾		598,621		1,083,290		2,924,407		4,438,637
			$	2,172,843	$	2,714,525	$	7,521,731	$	16,578,568

(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.
(4) Amount charged directly to operations.

At September 30, 2012 and December 31, 2011, the Partnership had a net payable of $130,384 and $398,466, respectively, due to the General Partner and its affiliates that primarily consisted of administrative expense reimbursements.

At September 30, 2012 and December 31, 2011, the Partnership had a note receivable from a joint venture of $2,426,535 and $2,800,000, respectively, and accrued interest of approximately $71,000 and $17,000, respectively. The accrued interest is included in other assets on the consolidated balance sheets. For the three and nine months ended September 30, 2012, interest income relating to the note receivable from the joint venture of approximately $104,000 and $345,000, respectively, was recognized and included in finance income on the consolidated statements of operations.

(9) 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 established criteria to be designated as qualifying accounting hedges, even though the Partnership believes that these are effective economic hedges.

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2012

(unaudited)

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.

Interest Rate Risk

The Partnership’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements on its variable non-recourse debt. The Partnership’s strategy to accomplish these objectives is to match the projected future cash flows with the underlying debt service. Each interest rate swap involves the receipt of floating-rate interest payments from a counterparty in exchange for the Partnership making fixed-rate interest payments over the life of the agreement without exchange of the underlying notional amount.

Non-designated Derivatives

As of September 30, 2012, the Partnership had five interest rate swaps that are not designated and qualifying as cash flow hedges with an aggregate notional amount of $148,975,000. 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 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 September 30, 2012 and December 31, 2011:

		Liability Derivatives
			September 30,		December 31,
			2012		2011
		Balance Sheet Location	Fair Value		Fair Value

Derivatives not designated as hedging instruments:

	Interest rate swaps	Derivative financial instruments	$	12,283,230	$	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 and nine ended September 30, 2012 of $1,487,091 and $4,409,838, respectively. 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 and nine months ended September 30, 2011 of $6,937,325 and $11,748,444, respectively.

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 only with banks of internationally acknowledged standing, the

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2012

(unaudited)

Partnership considers the counterparty risk to be remote.

As of September 30, 2012 and December 31, 2011, the fair value of the derivatives in a liability position was $12,283,230 and $10,663,428, respectively. In the event that the Partnership would be required to settle its obligations under the agreements as of September 30, 2012 and December 31, 2011, the termination value would be $13,242,505 and $11,575,725, respectively.

(10) 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 assets and liabilities measured at fair value on a recurring basis as of September 30, 2012:

		Level 1		Level 2		Level 3		Total
Liabilities:
	Derivative financial instruments	$	-	$	12,283,230	$	-	$	12,283,230

The following table summarizes the valuation of the Partnership’s material financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2011:

		Level 1		Level 2		Level 3		Total
Liabilities:
	Derivative financial instruments	$	-	$	10,663,428	$	-	$	10,663,428

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 interest rate swaps was recorded in derivative financial instruments within the consolidated balance sheets.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Partnership is required, on a nonrecurring basis, to adjust the carrying value or provide valuation allowances for certain assets and liabilities using fair value measurements. The Partnership’s non-financial assets, such as leased equipment at cost, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. The valuation of the Partnership’s financial assets, such as notes receivable or direct financing leases, is included below only when fair value has been measured and recorded based on the fair value of the underlying collateral. The following table summarizes the valuation of the Partnership’s material financial assets measured at fair value on a nonrecurring

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2012

(unaudited)

basis, of which the fair value information presented is not current but rather as of the date the impairment was recorded, and the carrying value of the asset as of September 30, 2012:

									Credit loss for the
	Carrying Value at			Fair Value at Impairment Date					Nine Months Ended
	September 30, 2012		Level 1		Level 2		Level 3		September 30, 2012

Net investment in note receivable	$	4,132,719	$	-	$	-	$	4,560,000	$	2,940,000

The Partnership’s collateral dependent note receivable was valued using inputs that are generally unobservable and cannot be corroborated by market data and are classified within Level 3. The Partnership utilized a market approach based on published market prices for fair value measurements of the collateral underlying the note receivable adjusted by the Investment Manager to reflect the age and location of such collateral.

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 3.71% and 14% per year.

	September 30, 2012
			Fair Value
	Carrying Value		(Level 3)
Principal outstanding on fixed rate notes receivable	$	99,416,898	$	99,636,425

Principal outstanding on fixed rate non-recourse long term debt	$	56,045,283	$	56,869,270

Other liabilities	$	7,385,059	$	7,858,465

(11) 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 or results of operations of the Partnership taken as a whole.

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.

In connection with certain investments, the Partnership is required to maintain restricted cash accounts with certain banks. At September 30, 2012, the Partnership had $6,442,556 in restricted cash.

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2012

(unaudited)

(12) Subsequent Event

On October 16, 2012, Quattro Plant Limited extended the term of its loan facility for a period of five months until February 28, 2013.

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. They 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.

Recent Significant Transactions

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

Motor Coaches

On January 3, 2012, DBS, Lakefront and their parent company, Coach Am Group Holdings Corp., commenced a voluntary Chapter 11 proceeding in U.S. Bankruptcy Court, subsequent to which DBS and Lakefront made all of their lease payments. On July 20, 2012, Lakefront and DBS assigned their respective interests in the leases of 24 of 26 motor coaches to CAM Leasing, LLC. On October 19, 2012, the remaining two motor coaches were sold for approximately $551,000.

Notes Receivable

On February 3, 2012, we made a term loan in the amount of $15,406,250 to Revstone. The loan bears interest at 15% per year and is for a period of 60 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. On April 2, 2012 and July 30, 2012, Revstone borrowed approximately $1,062,000 and $1,364,000, respectively, in connection with the CapEx Loan. The CapEx Loan bears interest at 17% per year and matures on March 1, 2017. The CapEx Loan is secured by a first priority security interest in 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. The loan bears interest at variable rates ranging between 12% and 14.5% per year and is for a period of 31 months. The loan is secured by a second priority interest in all of VAS’s assets.

On March 9, 2012, we made a term loan in the amount of $7,500,000 to Kanza. The loan bears interest at 13% per year and is for a period of 60 months. The loan is secured by all of Kanza’s assets. During the three months ended June 30, 2012, as a result of the borrower’s unexpected financial hardship and failure to meet certain payment obligations, the loan was placed on nonaccrual status and we recorded a credit loss reserve of $2,940,000 based on the estimated value of the recoverable collateral. During the three months ended September 30, 2012, Kanza repaid approximately $427,000 of principal, reducing the outstanding balance of the loan at September 30, 2012 to approximately $4,133,000. Subsequent to September 30, 2012, Kanza repaid an additional $3,247,000 of principal on the loan. Finance income recognized on the impaired loan was approximately $0 and $145,000 for the three and nine months ended September 30, 2012, respectively. As a nonaccrual status loan, any future change in the fair value of the recoverable collateral will be recorded as an adjustment to credit loss. However, the net carrying amount of the loan shall at no time exceed the recorded investment in the loan at the time it was deemed impaired.

On May 22, 2012, Northern Crane Services, Inc. satisfied its obligation in connection with a term loan by making a prepayment of approximately $4,283,000. As a result, we recognized a loss on the prepayment of approximately $77,000, which is included in finance income on the consolidated statements of operations.

On June 22, 2012, we made a term loan in the amount of $1,855,000 to NTS. The loan bears interest at a rate of 12.75% per year and is for a period of 60 months. The loan is secured by, among other things, equipment used in NTS’s high speed broadband services operation, which provides internet access, digital cable television programming and local and long distance telephone service to residential and business customers. In addition, on September 27, 2012, we made a Second Term Loan in the amount of $1,564,500. The Second Term Loan bears interest at 12.75% per year and is for a period of 57 months. The loan is secured by the assets acquired with the proceeds from the Second Term Loan.

On July 24, 2012, we made a term loan in the amount of $2,000,000 to Frontier. The loan bears interest at 14% per year and is for a period of 66 months. The loan is secured by, among other things, a first lien on Frontier’s saltwater disposal wells and related equipment and a second lien on Frontier's other assets, including real estate, machinery and accounts receivable.

On September 10, 2012, we made a secured term loan in the amount of $12,410,000 to Superior. The loan bears interest at 12% per year and is for a period of 60 months. The loan is secured by, among other things, a first lien on Superior’s assets, including tube manufacturing equipment and related equipment and a mortgage on real property, and a second lien on Superior’s accounts receivable and inventory.

Telecommunications Equipment

On September 30, 2012, Global Crossing exercised its option to purchase certain telecommunications equipment at lease expiration for approximately $1,065,000. No gain or loss was recorded as a result of such transaction.

Acquisition Fees

In connection with the new investments made since December 31, 2011 through September 30, 2012, we paid total acquisition fees to our Investment Manager of approximately $2,543,000.

Subsequent Event

On October 16, 2012, Quattro Plant Limited extended the term of its loan facility for a period of five months until February 28, 2013.

Recent Accounting Pronouncements

We do not believe any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our consolidated financial statements.

Results of Operations for the Three Months Ended September 30, 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 September 30, 2012 and December 31, 2011:

	September 30, 2012				December 31, 2011
Asset Type	Net Carrying Value		Percentage of Total Net Carrying Value		Net Carrying Value		Percentage of Total Net Carrying Value
Marine - Crude oil tankers	$	82,527,944		35%	$	83,281,204		38%
Marine - Dry bulk vessels		62,742,492		27%		64,855,374		30%
Petrochemical facility		24,971,793		10%		23,630,939		12%
Automotive manufacturing equipment		17,243,425		7%		-		-
Telecommunications equipment		13,163,877		5%		13,298,467		6%
Manufacturing		12,748,841		5%		-		-
Land drilling rigs		7,962,336		3%		8,943,275		4%
Aircraft parts		6,027,929		2%		-		-
Rail support construction equipment		4,843,915		2%		2,291,360		1%
Analog seismic system equipment		4,048,357		2%		5,352,925		2%
Metal cladding & production equipment		3,369,541		1%		4,187,531		2%
Oil field services equipment		2,261,992		1%		-		-
Point of sale equipment		-		-		5,839,575		3%
Cranes & transportation equipment		-		-		4,700,665		2%
	$	241,912,442		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 Type	2012 Quarter	2011 Quarter
Geden Holdings Ltd.	Marine - Dry bulk vessels	26%	31%
Geden Holdings Ltd.	Marine - Crude oil tankers	24%	28%
Jurong Aromatics Corporation PTE. Ltd	Petrochemical facility	10%	-
Revstone Transportation, LLC	Automotive manufacturing equipment	10%	-
		70%	59%

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, 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.

Operating Lease Transactions

The following tables set forth the types of equipment subject to operating leases in our investment portfolio as of September 30, 2012 and December 31, 2011:

	September 30, 2012				December 31, 2011
Asset Type	Net Carrying Value		Percentage of Total Net Carrying Value		Net Carrying Value		Percentage of Total Net Carrying Value
Marine - Crude oil tankers	$	153,934,749		91%	$	164,212,775		90%
Motor coaches		7,840,246		5%		8,689,354		5%
Packaging equipment		4,624,248		3%		5,090,497		3%
Telecommunications equipment		523,363		1%		3,117,570		2%
	$	166,922,606		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, one customer generated a significant portion (defined as 10% or more) of our total rental income as follows:

		Percentage of Total Rental Income
Customer	Asset Type	2012 Quarter		2011 Quarter
AET Inc. Limited	Marine - Crude oil tanker		81%		81%
			81%		81%

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, 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 September 30,
		2012		2011		Change
Finance income		$	6,683,054	$	5,938,620	$	744,434
Rental income			7,916,683		7,847,405		69,278
Income from investments in joint ventures			79,023		1,073,263		(994,240)
Other income (loss)			43,060		(75,785)		118,845
	Total revenue	$	14,721,820	$	14,783,503	$	(61,683)

Total revenue for the 2012 Quarter decreased $61,683, or 0.4%, as compared to the 2011 Quarter. The decrease was primarily due to a reduction of income from investments in joint ventures as a result of a return of capital in the 2011 Quarter. This was partially offset by an increase in finance income generated by 10 notes receivable that we entered into subsequent to the 2011 Quarter.

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

		Three Months Ended September 30,
		2012		2011		Change
Management fees		$	594,416	$	562,172	$	32,244
Administrative expense reimbursements			598,621		1,083,290		(484,669)
General and administrative			426,994		506,504		(79,510)
Depreciation			4,374,352		4,336,287		38,065
Interest			2,834,897		3,058,409		(223,512)
Loss on derivative financial instruments			1,487,091		6,937,325		(5,450,234)
	Total expenses	$	10,316,371	$	16,483,987	$	(6,167,616)

Total expenses for the 2012 Quarter decreased $6,167,616, or 37.4%, as compared to the 2011 Quarter. The decrease was primarily due to a decrease in the loss on derivative financial instruments related to our five non-designated interest rate swaps and a decrease in administrative expense reimbursements due to lower costs incurred on our behalf by our Investment Manager.

Noncontrolling Interests

Net income (loss) attributable to noncontrolling interests increased $1,259,390 from a net loss of $1,067,527 in the 2011 Quarter to net income of $191,863 in the 2012 Quarter. The increase was primarily due to the change in fair value of the non-designated interest rate swap contracts in connection with a related party’s investment in four leveraged operating leases.

Net Income (Loss) Attributable to Fund Fourteen

As a result of the foregoing factors, net income (loss) attributable to us for the 2012 Quarter and the 2011 Quarter was $4,213,586 and $(632,957), respectively. The net income (loss) attributable to us per weighted average Interest outstanding for the 2012 Quarter and the 2011 Quarter was $16.12 and $(2.42), respectively.

Results of Operations for the Nine Months Ended September 30, 2012 (the “2012 Period”) and 2011 (the “2011 Period”)

Financing Transactions

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

		Percentage of Total Finance Income
Customer	Asset Type	2012 Period	2011 Period
Geden Holdings Ltd.	Marine - Dry bulk vessels	26%	41%
Geden Holdings Ltd.	Marine - Crude oil tankers	24%	13%
Ocean Navigation 5 Co. Ltd. and Ocean Navigation 6 Co. Ltd.	Marine - Crude oil tankers	7%	11%
		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 finance income as of a stated period, 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.

Operating Lease Transactions

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

		Percentage of Total Rental Income
Customer	Asset Type	2012 Period		2011 Period
AET Inc. Limited	Marine - Crude oil tankers		81%		74%
Global Crossing Telecommunications Inc.	Telecommunications equipment		8%		11%
Dillon's Bus Service, Inc. and Lakefront Lines, Inc.	Motor coaches		6%		8%
			95%		93%

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 rental income as of a stated period, 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 Period and the 2011 Period is summarized as follows:

		Nine Months Ended September 30,
		2012		2011		Change
Finance income		$	20,121,447	$	13,582,351	$	6,539,096
Rental income			23,740,083		17,542,059		6,198,024
(Loss) income from investments in joint ventures			(148,709)		1,374,091		(1,522,800)
Other income			108,791		184,171		(75,380)
	Total revenue	$	43,821,612	$	32,682,672	$	11,138,940

Total revenue for the 2012 Period increased $11,138,940, or 34.1%, as compared to the 2011 Period. The increase in finance income was primarily due to the 10 notes receivable that we entered into subsequent to the 2011 Period. The increase in rental income was due to four operating leases that we entered into during the 2011 Period.

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

		Nine Months Ended September 30,
		2012		2011		Change
Management fees		$	2,053,922	$	1,378,900	$	675,022
Administrative expense reimbursements			2,924,407		4,438,637		(1,514,230)
General and administrative			1,554,206		1,444,163		110,043
Credit loss			2,636,066		-		2,636,066
Depreciation			13,123,060		9,811,251		3,311,809
Interest			8,610,627		6,162,274		2,448,353
Loss on derivative financial instruments			4,409,838		11,748,444		(7,338,606)
	Total expenses	$	35,312,126	$	34,983,669	$	328,457

Total expenses for the 2012 Period increased $328,457, or 0.9%, as compared to the 2011 Period. The increase in depreciation expense was attributable to the equipment acquired pursuant to four operating leases entered into during the 2011

Period. The increase in credit loss resulted from establishing a credit loss reserve during the 2012 Period related to certain notes receivable. Interest expense increased as a result of the debt incurred during the 2011 Period. These increases were partially offset by a decrease in loss on derivative financial instruments related to our five non-designated interest rate swaps. Additionally, the decrease in administrative expense reimbursements was due to lower costs incurred on our behalf by our Investment Manager.

Noncontrolling Interests

Net income (loss) attributable to noncontrolling interests increased $2,397,654 from a net loss of $1,885,432 in the 2011 Period to net income of $512,222 in the 2012 Period. The increase was primarily due to the change in fair value of the non-designated interest rate swap contracts in connection with a related party’s investment in four leveraged operating leases.

Net Income (Loss) Attributable to Fund Fourteen

As a result of the foregoing factors, net income (loss) attributable to us for the 2012 Period and the 2011 Period was $7,997,264 and $(415,565), respectively. The net income (loss) attributable to us per weighted average Interest outstanding for the 2012 Period and the 2011 Period was $30.59 and $(1.73), respectively.

Financial Condition

This section discusses the major balance sheet variances at September 30, 2012 compared to December 31, 2011.

Total Assets

Total assets decreased $21,537,402, from $458,648,791 at December 31, 2011 to $437,111,389 at September 30, 2012. The decrease in total assets was primarily the result of depreciation of our leased equipment at cost and cash distributions paid to our partners, partially offset by the results of our operations during the 2012 Period.

Total Liabilities

Total liabilities decreased $13,814,364, from $244,772,159 at December 31, 2011 to $230,957,795 at September 30, 2012. The decrease was primarily the result of scheduled repayments of our non-recourse long-term debt, partially offset by the increased liability position of our derivative financial instruments.

Equity

Equity decreased $7,723,038, from $213,876,632 at December 31, 2011 to $206,153,594 at September 30, 2012. The decrease was primarily the result of distributions paid to our partners, partially offset by our net income.

Liquidity and Capital Resources

Summary

At September 30, 2012 and December 31, 2011, we had cash and cash equivalents of $11,797,711 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 September 30, 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 is typically from operating activities and our main use of cash is 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. At September 30, 2012, we had $14,379,238 available under the Facility pursuant to the borrowing base, available to fund our short-term liquidity needs. For additional information, see Note 7 to our consolidated financial statements.

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. of $7,445,754. In addition, organizational 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 $4,807,911 from $16,455,228 in the 2011 Period to $21,263,139 in the 2012 Period. The increase was primarily due to increased finance and rental receipts on a larger base of investments, partially offset by an increase in interest paid on our non-recourse long-term debt during the 2012 Period.

Investing Activities

Cash used in investing activities decreased $49,681,032 from $75,672,102 in the 2011 Period to $25,991,070 in the 2012 Period. The decrease primarily resulted from the use of less cash to make investments and our receipt of increased principal repayments on our notes receivable and finance leases during the 2012 Period as compared to the 2011 Period.

Financing Activities

Cash provided by financing activities decreased $92,785,542 from a source of cash of $60,527,675 in the 2011 Period to a use of cash of $32,257,867 in the 2012 Period. The decrease was primarily due to reductions of financing cash inflows resulting from (i) the completion of our offering period on May 18, 2011, (ii) proceeds from non-recourse long-term debt during the 2011 Period and (iii) the investment by a noncontrolling interest during the 2011 Period.

Non-Recourse Long-Term Debt

We had non-recourse long-term debt obligations at September 30, 2012 of $205,020,283. 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 $156,867, $15,529,841 and $678,830 to our General Partner, limited partners and noncontrolling interests, respectively, during the 2012 Period.

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 of ours that may arise as a result of any such indemnification obligations will not have a material adverse effect on our consolidated financial

condition or results of operations taken as a whole.

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.

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 $3,393,000 was classified as restricted cash as of September 30, 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 a result of our failure to make required Sub Debt loan payments from June through September 2012, 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. The Sub Debt lender has reserved, but not exercised, its rights under the loan agreement.

On September 24, 2012, we received a waiver of certain financial covenants in connection with the non-recourse long-term debt relating to the vessels on bareboat charter to Fantastic Shipping, Ltd. and Amazing Shipping, Ltd.

In connection with certain investments, we are required to maintain restricted cash accounts with certain banks. At September 30, 2012, we had $6,442,556 in restricted cash.

Off-Balance Sheet Transactions

None.

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 three months ended September 30, 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 Financial and Accounting 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 Financial and Accounting 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 September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 September 30, 2012.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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 Financial and Accounting 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 Financial and Accounting 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.DEF*		XBRL Taxonomy Extension Definition 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.

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)

November 13, 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 Financial and Accounting Officer)

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Litigious
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ICON Equipment & Corporate Infrastructure Fund Fourteen 10-Q2012 Q3 Quarterly report

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