ICON Equipment & Corporate Infrastructure Fund Fourteen 10-Q 2014 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, 2014

or

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

For the transition period from to

CommissionFile 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.

☑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).

☑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 ☑ (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).

oYes   ☑  No

Number of outstanding limited partnership interests of the registrant on November 7, 2014 is 258,761.

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

Table of Contents

PART I - FINANCIAL INFORMATION	Page
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	5
Item 2. General Partner’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	27
Item 4. Controls and Procedures	27
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	28
Item 1A. Risk Factors	28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3. Defaults Upon Senior Securities	28
Item 4. Mine Safety Disclosures	28
Item 5. Other Information	28
Item 6. Exhibits	29
Signatures	30

 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,
				2014		2013
				(unaudited)
Assets
	Cash and cash equivalents			$	13,539,348	$	9,526,625
	Restricted cash				5,897,128		10,860,964
	Net investment in finance leases				130,673,289		133,799,368
	Leased equipment at cost (less accumulated depreciation
		of $38,463,714 and $44,364,515, respectively)			125,356,736		146,570,694
	Net investment in notes receivable				67,331,877		89,430,862
	Note receivable from joint venture				2,607,805		2,575,278
	Investment in joint ventures				19,769,732		10,680,776
	Other assets				3,366,748		6,833,329
Total assets				$	368,542,663	$	410,277,896
Liabilities and Equity
Liabilities:
	Non-recourse long-term debt			$	155,480,328	$	185,275,365
	Derivative financial instruments				5,226,994		6,281,705
	Deferred revenue				2,219,017		3,253,862
	Due to General Partner and affiliates, net				327,939		522,643
	Accrued expenses and other liabilities				11,030,341		14,559,645
		Total liabilities			174,284,619		209,893,220
Commitments and contingencies (Note 12)
Equity:
	Partners' equity:
		Limited partners			178,500,465		186,487,068
		General Partner			(519,785)		(439,185)
			Total partners' equity		177,980,680		186,047,883
	Noncontrolling interests				16,277,364		14,336,793
			Total equity		194,258,044		200,384,676
Total liabilities and equity				$	368,542,663	$	410,277,896
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 September 30,				Nine Months Ended September 30,
			2014		2013		2014		2013
Revenue:
	Finance income		$	3,633,794	$	3,526,464	$	10,491,572	$	15,359,225
	Rental income			5,430,323		7,211,599		18,620,434		21,634,797
	Income from investment in joint ventures			537,939		399,281		1,411,959		995,090
	Gain on sale of assets, net			36,339		-		2,266,237		-
	Other income			21,778		72,095		41,821		202,464
		Total revenue		9,660,173		11,209,439		32,832,023		38,191,576
Expenses:
	Management fees			510,038		508,348		1,933,715		1,471,393
	Administrative expense reimbursements			396,443		459,530		1,208,753		1,571,057
	General and administrative			665,121		354,311		1,875,071		1,680,107
	Credit loss			(11,084)		2,484,517		862,131		2,503,312
	Depreciation			2,615,854		3,842,488		9,072,339		11,527,463
	Interest			2,083,712		2,617,264		6,855,503		7,910,435
	(Gain) loss on derivative financial instruments			(140,417)		665,471		1,427,927		(1,326,276)
		Total expenses		6,119,667		10,931,929		23,235,439		25,337,491
Net income				3,540,506		277,510		9,596,584		12,854,085
	Less: net income attributable to noncontrolling interests			605,000		395,485		1,973,876		1,835,855
Net income (loss) attributable to Fund Fourteen			$	2,935,506	$	(117,975)	$	7,622,708	$	11,018,230
Net income (loss) attributable to Fund Fourteen allocable to:
	Limited partners		$	2,906,151	$	(116,795)	$	7,546,481	$	10,908,048
	General Partner			29,355		(1,180)		76,227		110,182
			$	2,935,506	$	(117,975)	$	7,622,708	$	11,018,230
Weighted average number of limited
	partnership interests outstanding			258,761		258,816		258,765		258,821
Net income (loss) attributable to Fund Fourteen
	per weighted average limited partnership
		interest outstanding	$	11.23	$	(0.45)	$	29.16	$	42.15
See accompanying notes to consolidated financial statements.

2

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

(A Delaware Limited Partnership)

Consolidated Statements of Changes in Equity

				Partners' Equity
				Limited Partnership Interests	Limited Partners		General Partner		Total Partners' Equity		Noncontrolling Interests		Total Equity
Balance, December 31, 2013				258,772	$	186,487,068	$	(439,185)	$	186,047,883	$	14,336,793	$	200,384,676
	Net income			-		1,688,172		17,052		1,705,224		389,372		2,094,596
	Repurchase of limited
			partnership interests	(11)		(7,178)		-		(7,178)		-		(7,178)
	Distributions			-		(5,175,446)		(52,277)		(5,227,723)		-		(5,227,723)
Balance, March 31, 2014 (unaudited)				258,761		182,992,616		(474,410)		182,518,206		14,726,165		197,244,371
	Net income			-		2,952,158		29,820		2,981,978		979,504		3,961,482
	Distributions			-		(5,175,230)		(52,275)		(5,227,505)		-		(5,227,505)
	Investment by noncontrolling
		interests		-		-		-		-		18,484		18,484
Balance, June 30, 2014 (unaudited)				258,761		180,769,544		(496,865)		180,272,679		15,724,153		195,996,832
	Net income			-		2,906,151		29,355		2,935,506		605,000		3,540,506
	Distributions			-		(5,175,230)		(52,275)		(5,227,505)		(53,400)		(5,280,905)
	Investment by noncontrolling
			interests	-		-		-		-		1,611		1,611
Balance, September 30, 2014
			(unaudited)	258,761	$	178,500,465	$	(519,785)	$	177,980,680	$	16,277,364	$	194,258,044
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)

				Nine Months Ended September 30,
				2014		2013
Cash flows from operating activities:
	Net income			$	9,596,584	$	12,854,085
	Adjustments to reconcile net income to net cash provided by operating activities:
			Finance income, net of costs and fees		(2,479,621)		(2,376,272)
			Income from investment in joint ventures		(1,411,959)		(995,090)
			Net gain on sale of assets		(2,266,237)		-
			Depreciation		9,072,339		11,527,463
			Credit loss		862,131		2,503,312
			Interest expense from amortization of debt financing costs		404,747		653,099
			Interest expense, other		317,392		304,356
			Gain on derivative financial instruments		(1,008,395)		(4,055,497)
	Changes in operating assets and liabilities:
		Restricted cash			4,963,836		(2,844,046)
		Other assets, net			3,015,519		85,430
		Accrued expenses and other liabilities			(3,846,696)		1,885,104
		Deferred revenue			(1,008,942)		(198,849)
		Due to General Partner and affiliates			(194,704)		90,254
		Distributions from joint ventures			751,412		614,158
Net cash provided by operating activities					16,767,406		20,047,507
Cash flows from investing activities:
	Proceeds from sale of equipment				16,599,540		641,942
	Principal received on finance leases				835,975		4,285,072
	Investment in joint ventures				(9,110,035)		(7,977,988)
	Distributions received from joint ventures in excess of profits				681,626		205,830
	Investment in notes receivable				(7,031,539)		(16,702,698)
	Principal and sale proceeds received on notes receivable				30,788,003		5,570,670
Net cash provided by (used in) investing activities					32,763,570		(13,977,172)
Cash flows from financing activities:
	Repayment of non-recourse long-term debt				(29,795,037)		(15,066,876)
	Proceeds from revolving line of credit, recourse				-		10,500,000
	Investment by noncontrolling interests				20,095		-
	Distributions to noncontrolling interests				(53,400)		(99,241)
	Distributions to partners				(15,682,733)		(15,686,182)
	Repurchase of limited partnership interests				(7,178)		(8,639)
Net cash used in financing activities					(45,518,253)		(20,360,938)
Net increase (decrease) in cash and cash equivalents					4,012,723		(14,290,603)
Cash and cash equivalents, beginning of period					9,526,625		18,719,517
Cash and cash equivalents, end of period				$	13,539,348	$	4,428,914
Supplemental disclosure of cash flow information:
	Cash paid for interest			$	6,850,046	$	7,596,492
See accompanying notes to consolidated financial statements.

4

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

(1)       Organization

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. (the “Partnership”) was formed on August 20, 2008 as a Delaware limited partnership. When used in these notes to consolidated financial statements, the terms “we,” “us,” “our” or similar terms refer to the Partnership and its consolidated subsidiaries. Our offering period commenced on May 18, 2009 and ended on May 18, 2011. We are currently in our operating period, which commenced on May 19, 2011.

We operate as an equipment leasing and finance fund in which the capital our partners invested was pooled together to make investments in business-essential equipment and corporate infrastructure (collectively, “Capital Assets”), pay fees and establish a small reserve. We primarily invest in Capital Assets, including, but not limited to, Capital Assets that are already subject to lease, Capital Assets that we purchase and lease to domestic and international businesses, loans that are secured by Capital Assets, and ownership rights to leased Capital Assets at lease expiration.

Our general partner is ICON GP 14, LLC, a Delaware limited liability company (the “General Partner”), which is a wholly-owned subsidiary of ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp. (“ICON Capital”). Our General Partner manages and controls our business affairs, including, but not limited to, the Capital Assets we invest in. Our General Partner has engaged ICON Capital as our investment manager (the “Investment Manager”) to, among other things, facilitate the acquisition and servicing of our investments.

(2)       Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Our accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. 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 our General Partner, 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 our Annual Report on Form 10-K for the year ended December 31, 2013. The results for the interim period are not necessarily indicative of the results for the full year.

Credit Quality of Notes Receivable and Finance Leases and Credit Loss Reserve

Our 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 our financing receivables, generally notes receivable and finance leases, are limited in number, our Investment Manager is able to estimate the credit loss reserve based on a detailed analysis of each financing receivable as opposed to using portfolio-based metrics. Financing receivables are analyzed quarterly and categorized as either performing or non-performing based on payment history. If a financing receivable becomes non-performing due to a borrower’s missed scheduled payments or failed financial covenants, our Investment Manager analyzes whether a credit loss reserve should be established or whether the financing receivable should be restructured. Material events would be specifically disclosed in the discussion of each financing receivable held.

Financing receivables are generally placed in a non-accrual status when payments are more than 90 days past due. Additionally, our Investment Manager periodically reviews the creditworthiness of companies with payments outstanding less than 90 days and based upon our Investment Manager’s judgment, these accounts may be placed in a non-accrual status.

5

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

In accordance with the cost recovery method, payments received on non-accrual financing receivables are applied to principal if there is doubt regarding the ultimate collectability of principal. If collection of the principal of non-accrual financing receivables is not in doubt, interest income is recognized on a cash basis. Financing receivables in non-accrual status may not be restored to accrual status until all delinquent payments have been received, and we believe recovery of the remaining unpaid receivable is probable.

When our Investment Manager deems it is probable that we will not be able to collect all contractual principal and interest on a non-performing financing receivable, we perform an analysis to determine if a credit loss reserve is necessary. This analysis considers the estimated cash flows from the financing receivable, or the collateral value of the asset underlying the financing receivable when financing receivable repayment is collateral dependent. If it is determined that the impaired value of the non-performing financing receivable is less than the net carrying value, we will recognize a credit loss reserve or adjust the existing credit loss reserve with a corresponding charge to earnings. We then charge off a financing receivable in the period that it is deemed uncollectible by reducing the credit loss reserve and the balance of the financing receivable.

Recent Accounting Pronouncements

InMay 2014,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), requiring revenue to be recognized in an amount that reflects the consideration expected to be received in exchange for goods and services. The adoption of ASU 2014-09 becomes effective for us on January 1, 2017, including interim periods within that reporting period. Early adoption is not permitted.  We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

In August 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The adoption of ASU 2014-15 becomes effective for us on our fiscal year ending December 31, 2016, and all subsequent annual and interim periods. Early adoption is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on our consolidated financial statements.

(3)       Net Investment in Notes Receivable

Net investment in notes receivable consisted of the following:

6

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

	September 30, 2014		December 31, 2013
Principal outstanding	$	71,059,753	$	91,113,235
Initial direct costs		4,152,968		5,713,226
Deferred fees		(1,116,114)		(1,493,000)
Credit loss reserve		(6,764,730)		(5,902,599)
Net investment in notes receivable	$	67,331,877	$	89,430,862

On July 26, 2011, we made a secured term loan to Western Drilling Inc. and Western Landholdings, LLC (collectively, “Western Drilling”) in the amount of $9,465,000. The loan bore interest at 14% per year and was scheduled to mature on September 1, 2016. The loan was secured by, among other collateral, a first priority security interest in oil and gas drilling rigs and a mortgage on real property. Due to a change in market demand, the utilization of Western Drilling’s rigs declined, which led to Western Drilling’s failure to meet its payment obligations. As a result, the loan was placed on a non-accrual status and we recorded a credit loss of $3,412,087 during the year ended December 31, 2013 based on the estimated value of the recoverable collateral. During the three months ended September 30, 2014, we received additional cash proceeds of $11,084 subsequent to the sale of the collateral in May 2014, which resulted in a reversal of the credit loss. During the nine months ended September 30, 2014, a credit loss reserve of $862,131 was recognized based on cash proceeds of $3,823,044 received from the sale of the collateral. As of September 30, 2014, we fully reserved the remaining balance of the loan of $3,805,935. We continue to pursue all legal remedies to obtain payment.

On March 9, 2012, we made a term loan in the amount of $7,500,000 to Kanza Construction, Inc. The loan bore interest at 13% per year and was for a period of 60 months. The loan was secured by a first priority security interest in all of Kanza’s assets. As a result of Kanza’s unexpected financial hardship and failure to meet certain payment obligations, the loan was placed on a non-accrual status and we recorded a total credit loss reserve of approximately $2,959,000 for the shortfall of the loan balance not covered by cash proceeds from the sale of the collateral in 2013. As of September 30, 2014, we fully reserved the remaining balance of the loan of $2,958,795. We continue to pursue all legal remedies to obtain payment.

On January 31, 2014, INOVA Rentals Corporation (f/k/a ARAM Rentals Corporation) and INOVA Seismic Rentals Inc. (f/k/a ARAM Seismic Rentals Inc.) (collectively, the “INOVA Borrowers”) satisfied their obligation in connection with three term loans scheduled to mature on August 1, 2014 by making a prepayment of approximately $1,368,000. No material gain or loss was recorded as a result of this transaction.

On April 15, 2014, we sold all of our interest in two term loans, one with Ocean Navigation 5 Co. Ltd. and one with Ocean Navigation 6 Co. Ltd. (collectively, “Ocean Navigation”) scheduled to mature in July and September 2016, respectively, to Garanti Bank International, N.V. (“Garanti Bank”) for $14,400,000. As a result, we wrote off the remaining initial direct costs associated with the notes receivable of approximately $545,000 as a charge against finance income.

On June 6, 2014, NTS Communications, Inc. and certain of its affiliates (collectively, “NTS”) satisfied their obligations in connection with two secured term loans scheduled to mature on July 1, 2017 by making a prepayment of approximately $3,421,000, comprised of all outstanding principal, accrued interest and a prepayment fee of approximately $130,000. The prepayment fee was recognized as additional finance income.

On June 17, 2014, we and ICON Leasing Fund Twelve, LLC (“Fund Twelve”), an entity also managed by our Investment Manager, entered into a secured term loan credit facility agreement with SeaChange Projects LLC (“SeaChange”) to provide a credit facility of up to $7,000,000, of which our commitment was $700,000. On June 20, 2014 and August 20, 2014, we funded $450,000 and $250,000, respectively. The facility was used to partially finance SeaChange’s acquisition and conversion of a containership vessel to meet certain time charter specifications of the Military Sealift Command of the Department of the United States Navy. The facility bore interest at 13.25% per year and was scheduled to mature on February 15, 2018. The facility was secured by, among other things, a first priority security interest in and earnings from the vessel and the equity interests of SeaChange. Due to SeaChange’s inability to meet certain requirements of the Department of the United States Navy, which resulted in the cancellation of the time charter, SeaChange was required to repay all outstanding principal and

7

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

accrued interest under the facility in accordance with the loan agreement. On September 24, 2014, SeaChange satisfied its obligation by making a prepayment of approximately $720,000, comprised of all outstanding principal and accrued interest.

On July 2, 2014, SAExploration, Inc., SAExploration Seismic Services (US), LLC and NES, LLC (collectively, “SAE”) satisfied its obligation in connection with a secured term loan scheduled to mature on November 28, 2016 by making a prepayment of approximately $4,592,000, comprised of all outstanding principal, accrued interest and prepayment fees of approximately $449,000. The prepayment fees were recognized as additional finance income.

On July 7, 2014, Cenveo Corporation (“Cenveo”) made a partial prepayment of approximately $910,000 in connection with a secured term loan, which included a net prepayment fee of approximately $10,000.

On July 14, 2014, we, Fund Twelve and ICON ECI Fund Fifteen, L.P. (“Fund Fifteen”), an entity also managed by our Investment Manager, entered into a secured term loan credit facility agreement with two affiliates of Técnicas Maritimas Avanzadas, S.A. de C.V. (collectively “TMA”) to provide a credit facility of up to $29,000,000, of which our commitment of $3,625,000 was funded on August 27, 2014. The facility was used by TMA to acquire and refinance two platform supply vessels. At inception, the loan bore interest at the London Interbank Offered Rate (“LIBOR”), subject to a 1% floor, plus a margin of 17%. Upon the acceptance of both vessels by TMA’s sub-charterer on September 19, 2014, the margin was reduced to 13%. The loan matures five years from the date of funding. The loan is secured by, among other things, a first priority security interest in and earnings from each of the vessels.

On September 24, 2014, we, Fund Twelve, Fund Fifteen and ICON ECI Fund Sixteen (“Fund Sixteen”), an entity also managed by our Investment Manager, entered into a secured term loan credit facility agreement with Premier Trailer Leasing, Inc. (“Premier Trailer”) to provide a credit facility of up to $20,000,000, of which our commitment of $2,500,000 was funded on such date. The loan bears interest at LIBOR subject to a 1% floor, plus 9% per year, and is for a period of six years. The loan is secured by a second priority security interest in all of Premier Trailer’s assets, including, without limitation, its fleet of trailers, and the equity interests of Premier Trailer.

(4)Net Investment in Finance Leases

Net investment in finance leases consisted of the following:

	September 30, 2014		December 31, 2013
Minimum rents receivable	$	168,750,670	$	173,278,436
Estimated unguaranteed residual values		-		2,217,587
Initial direct costs		1,415,758		1,877,918
Unearned income		(39,493,139)		(43,574,573)
Net investment in finance leases	$	130,673,289	$	133,799,368

On February 28, 2014, Global Crossing Telecommunications, Inc. (“Global Crossing”) exercised its option to purchase certain telecommunications equipment at lease expiration for approximately $1,423,000. No gain or loss was recorded as a result of the transaction.

On May 30, 2014, Global Crossing exercised its option to purchase certain telecommunications equipment prior to lease expiration at the purchase option price of approximately $794,000. In accordance with the terms of the lease, Global Crossing was required to pay the final monthly lease payment of approximately $144,000.

8

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

(5)       Leased Equipment at Cost

Leased equipment at cost consisted of the following:

		September 30, 2014		December 31, 2013
Packaging equipment		$	6,535,061	$	6,535,061
Motor coaches			9,384,683		9,795,148
Marine - crude oil tankers			147,900,706		174,605,000
	Leased equipment at cost		163,820,450		190,935,209
Less: accumulated depreciation			38,463,714		44,364,515
	Leased equipment at cost, less accumulated depreciation	$	125,356,736	$	146,570,694

Depreciation expense was $2,615,854 and $3,842,488 for the three months ended September 30, 2014 and 2013, respectively. Depreciation expense was $9,072,339 and $11,527,463 for the nine months ended September 30, 2014 and 2013, respectively.

On April 14, 2014 and May 21, 2014, upon expiration of the leases with AET Inc. Limited (“AET”), a joint venture owned 75% by us and 25% by Fund Twelve sold two aframax tanker vessels, the Eagle Otome and the Eagle Subaru, to third-party purchasers for an aggregate price of approximately $14,822,000. As a result, the joint venture recognized an aggregate gain on sale of assets of approximately $2,200,000.

(6)       Investment in Joint Ventures

On March 4, 2014, a joint venture owned 15% by us, 60% by Fund Twelve, 15% by Fund Fifteen and 10% by Fund Sixteen purchased mining equipment from an affiliate of Spurlock Mining, LLC (f/k/a Blackhawk Mining, LLC) (“Spurlock”). Simultaneously, the mining equipment was leased to Spurlock and its affiliates for four years. The aggregate purchase price for the mining equipment of approximately $25,359,000 was funded by approximately $17,859,000 in cash and $7,500,000 of non-recourse long-term debt. Our contribution to the joint venture was $2,693,395.

On March 21, 2014, a joint venture (“ICON Siva”) owned 12.5% by us, 75% by Fund Twelve and 12.5% by Fund Fifteen, through two indirect subsidiaries, entered into memoranda of agreement to purchase two LPG tanker vessels, the SIVA Coral and the SIVA Pearl (collectively, the “SIVA Vessels”), from Siva Global Ships Limited (“Siva Global”) for an aggregate purchase price of $41,600,000. The SIVA Coral and the SIVA Pearl were delivered on March 28, 2014 and April 8, 2014, respectively. The SIVA Vessels were bareboat chartered to an affiliate of Siva Global for a period of eight years upon the delivery of each respective vessel. The SIVA Vessels were each acquired for approximately $3,550,000 in cash, $12,400,000 of financing through a senior secured loan (the “Loan”) from DVB Group Merchant Bank (Asia) Ltd. (“DVB”) and $4,750,000 of financing through a subordinated, non-interest-bearing seller’s credit. Our contribution to ICON Siva was $1,022,225.

On June 12, 2014, a joint venture owned 12.5% by us, 75% by Fund Twelve and 12.5% by Fund Fifteen purchased an offshore supply vessel from Pacific Crest Pte. Ltd. (“Pacific Crest”) for $40,000,000. Simultaneously, the vessel was bareboat chartered to Pacific Crest for ten years. The vessel was acquired for approximately $12,000,000 in cash, $26,000,000 of financing through a senior secured loan from DVB and $2,000,000 of financing through a subordinated, non-interest-bearing seller’s credit. Our contribution to the joint venture was $1,617,158.

On September 4, 2014, a joint venture owned 33.5% by us, 52% by Fund Sixteen and 14.5% by ICON ECI Partners L.P. (“ECI Partners”), an entity also managed by our Investment Manager, purchased certain land-based seismic testing equipment for approximately $10,677,000. Simultaneously, the seismic testing equipment was leased to Geokinetics Inc., Geokinetics USA, Inc. and Geokinetics Acquisition Company (collectively, “Geokinetics”) for three years. Our contribution to the joint venture was $3,666,221.

(7)Non-Recourse Long-Term Debt

9

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

As of September 30, 2014 and December 31, 2013, we had non-recourse long-term debt obligations of $155,480,328 and $185,275,365, respectively. As of September 30, 2014, our non-recourse long-term debt obligations had maturity dates ranging from June 21, 2016 to March 29, 2021, and interest rates ranging from 4.983% to 12% per year, some of which are fixed after giving effect to our interest rate swap agreements.

We, through certain subsidiaries of our joint venture with Fund Twelve, borrowed $128,000,000 (the “Senior Debt”) in connection with the acquisition of two aframax tankers and two very large crude carriers on bareboat charter to AET (collectively, the “AET Vessels”). 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, the joint venture with the AET Vessels was notified of an event of default on the Senior Debt.  Due to a change in the fair value of the AET Vessels, a provision in the Senior Debt loan agreement restricted our ability to utilize cash generated by the charters of the AET Vessels as of January 12, 2012 for purposes other than paying the Senior Debt. Charter payments in excess of the Senior Debt loan service were held in reserve by the Senior Debt lender until such time as the restriction was cured. Once cured, the reserves were to be released to us. While this restriction was in place, we were 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 2012 through September 2014, the Sub Debt lender has certain rights, including step-in rights, which allows 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 March 31, 2014, we satisfied the Senior Debt obligations in connection with the two aframax tankers by making a final payment of approximately $5,680,000. This satisfaction cured any default related to these vessels associated with the Senior Debt. On April 14, 2014 and May 21, 2014, the two aframax tankers, the Eagle Otome and the Eagle Subaru, were sold and the proceeds were used to partially pay down the outstanding principal and interest related to the Sub Debt. As of September 30, 2014 and December 31, 2013, the Sub Debt balance was $11,085,095 and $19,753,619, respectively.At September 30, 2014, $3,997,128 was included in restricted cash.

We restructured the non-recourse long-term debt associated with a crude oil tanker, the Center, and the non-recourse long-term debt associated with two supramax bulk carrier vessels, the Amazing and the Fantastic, on March 19, 2014 and March 31, 2014, respectively, to amend the repayment stream and financial covenants. The interest rates and maturity dates remain the same for the loans. Effective September 29, 2014, the interest rate for the non-recourse long-term debt associated with the Amazing and the Fantastic was fixed at LIBOR plus 3.85% as part of the original agreement. As of September 30, 2014, we were in compliance with all covenants related to this non-recourse long-term debt.

As a result of the partial prepayment by Cenveo, on July 7, 2014 we partially paid down our non-recourse long-term debt with NXT Capital, LLC (“NXT”) secured by our interest in the secured term loan to and collateral from Cenveo by making a payment of approximately $575,000.

(8)       Revolving Line of Credit, Recourse

We entered into an agreement with California Bank & Trust (“CB&T”) for a revolving line of credit through March 31, 2015 of up to $15,000,000 (the “Facility”), which is secured by all of our assets not subject to a first priority lien. Amounts available under the Facility are subject to a borrowing base that is determined, subject to certain limitations, by the present value of the future receivables under certain loans and lease agreements in which we have a beneficial interest. At September 30, 2014, we had $7,404,522 available under the Facility pursuant to the borrowing base.

The interest rate for general advances under the Facility is CB&T’s prime rate.  We may elect to designate up to five advances on the outstanding principal balance of the Facility to bear interest at LIBOR plus 2.5% per year.  In all instances, borrowings under the Facility are subject to an interest rate floor of 4.0% per year. In addition, we are obligated to pay an annualized 0.5% fee on unused commitments under the Facility. At September 30, 2014, there were no obligations outstanding under the Facility and we were in compliance with all covenants related to the Facility.

10

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

(9)Transactions with Related Parties

We paid distributions to our General Partner of $52,275 and $156,827 for the three and nine months ended September 30, 2014, respectively. We paid distributions to our General Partner of $52,286 and $156,862 for the three and nine months ended September 30, 2013, respectively. Additionally, our General Partner’s interest in the net income attributable to us was $29,355 and $76,227 for the three and nine months ended September 30, 2014, respectively. Our General Partner’s interest in the net (loss) income attributable to us was $(1,180) and $110,182 for the three and nine months ended September 30, 2013, respectively.

Fees and other expenses incurred by us to our General Partner or its affiliates were as follows:

			Three Months Ended September 30,				Nine Months Ended September 30,
Entity	Capacity	Description	2014		2013		2014		2013
ICON Capital, LLC	Investment
	Manager	Acquisition fees (1)	$	289,694	$	317,843	$	847,917	$	1,550,049
ICON Capital, LLC	Investment
	Manager	Management fees (2)		510,038		508,348		1,933,715		1,471,393
ICON Capital, LLC	Investment	Administrative
	Manager	expense
		reimbursements(2)		396,443		459,530		1,208,753		1,571,057
			$	1,196,175	$	1,285,721	$	3,990,385	$	4,592,499
(1) Amount capitalized and amortized to operations.
(2) Amount charged directly to operations.

At September 30, 2014, we had a net payable of $327,939 due to our General Partner and its affiliates. The payable is partially related to Fund Twelve’s noncontrolling interest in the AET Vessels for an expense paid in full by Fund Twelve on our behalf in which we will reimburse Fund Twelve for our proportionate share of such expense. The payable also relates to administrative expense reimbursements due to our Investment Manager. At December 31, 2013, we had a net payable of $522,643 due to our General Partner and its affiliates that primarily consisted of administrative expense reimbursements.

At September 30, 2014 and December 31, 2013, we had a note receivable from a joint venture of $2,607,805 and $2,575,278, respectively, and accrued interest of $29,193 and $29,938, respectively. The accrued interest is included in other assets on the consolidated balance sheets.  For the three and nine months ended September 30, 2014, interest income relating to the note receivable from the joint venture of $103,150 and $304,656, respectively, was recognized and included in finance income on the consolidated statements of operations. For the three and nine months ended September 30, 2013, interest income relating to the note receivable from the joint venture of $101,279 and $295,018, respectively, was recognized and included in finance income on the consolidated statements of operations.

(10)       Derivative Financial Instruments

We may enter into derivative financial instruments for purposes of hedging specific financial exposures, including movements in foreign currency exchange rates and changes in interest rates on our non-recourse long-term debt. We enter into these instruments only for hedging underlying exposures. We do not hold or issue derivative financial instruments for purposes other than hedging, except for warrants, which are not hedges. Certain derivatives may not meet the established criteria to be designated as qualifying accounting hedges, even though we believe that these are effective economic hedges.

We recognize all derivative financial instruments as either assets or liabilities on our consolidated balance sheets and measure 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

11

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

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 we must document and assess at inception and on an ongoing basis, we recognize 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.

U.S. GAAP and relevant International Swaps and Derivatives Association, Inc. agreements permit a reporting entity that is a party to a master netting agreement to offset fair value amounts recognized for derivative instruments that have been offset under the same master netting agreement. We elected to present the fair value of derivative contracts on a gross basis on the consolidated balance sheets.

Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements on our variable non-recourse debt. Our 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 us making fixed-rate interest payments over the life of the agreement without exchange of the underlying notional amount.

Counterparty Risk

We manage exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that we have with any individual bank and through the use of minimum credit quality standards for all counterparties. We do not require collateral or other security in relation to derivative financial instruments. Since it is our policy to enter into derivative contracts only with banks of internationally acknowledged standing and the fair value of ourderivatives is in a liability position, we consider the counterparty risk to be remote.

As of September 30, 2014, we no longer had any warrants on the consolidated financial statements. As of December 31, 2013, we had only warrants in an asset position that were not material to the consolidated financial statements; therefore, we consider the counterparty risk to be remote.

Credit Risk

Derivative contracts may contain credit-risk related contingent features that can trigger a termination event, such as maintaining specified financial ratios. In the event that we would be required to settle our obligations under the derivative contracts as of September 30, 2014 and December 31, 2013, the termination value would be $5,465,012 and $6,466,750, respectively.

Non-designated Derivatives

As of September 30, 2014 and December 31, 2013, we had three and five interest rate swaps, respectively, with DVB Bank SE that are not designated and not qualifying as cash flow hedges with an aggregate notional amount of $112,245,000 and $127,175,000, respectively. Additionally, we held warrants for purposes other than hedging. On July 21, 2014, we exercised all of such warrants for cash consideration. All changes in the fair value of the interest rate swaps not designated as hedges are, and the warrants were, recorded directly in earnings, which is included in (gain) loss on derivative financial instruments.

The table below presents the fair value of our derivative financial instruments as well as their classification within our consolidated balance sheets as of September 30, 2014 and December 31, 2013:

12

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

		Asset Derivatives					Liability Derivatives
		Balance Sheet		September 30, 2014	December 31, 2013		Balance Sheet		September 30, 2014	December 31, 2013
		Location	Fair Value		Fair Value		Location	Fair Value		Fair Value
Derivatives not designated
	as hedging instruments:
	Interest rate swaps		$	-	$	-	Derivative financial instruments	$	5,226,994	$	6,281,705
	Warrants	Other assets	$	-	$	60,525		$	-	$	-

Our derivative financial instruments not designated as hedging instruments generated a (gain) loss on derivative financial instruments on the consolidated statements of operations for the three months ended September 30, 2014 and 2013 of $(140,417) and $665,471, respectively. The gain recorded for the three months ended September 30, 2014 was comprised of gains of $183,543 relating to interest rate swap contracts and losses of $43,126 relating to warrants. The loss recorded for the three months ended September 30, 2013 was comprised of losses of $661,129 relating to interest rate swap contracts and $4,342 relating to warrants. Our derivative financial instruments not designated as hedging instruments generated a loss (gain) on derivative financial instruments on the consolidated statements of operations for the nine months ended September 30, 2014 and 2013 of $1,427,927 and $(1,326,276), respectively. The loss recorded for the nine months ended September 30, 2014 was comprised of losses of $1,381,610 relating to interest rate swap contracts and $46,317 relating to warrants. The gain recorded for the nine months ended September 30, 2013 was comprised of gains of $1,314,973 relating to interest rate swap contracts and $11,303 relating to warrants. These amounts were recorded as a component of (gain) loss on derivative financial instruments on the consolidated statements of operations.

(11)      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 are supported by little or no 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. Our Investment Manager’s assessment, on our 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 our financial liabilities measured at fair value on a recurring basis as of September 30, 2014:

		Level 1		Level 2		Level 3		Total
Liabilities:
	Interest rate swaps	$	-	$	5,226,994	$	-	$	5,226,994

13

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

The following table summarizes the valuation of our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013:

		Level 1		Level 2		Level 3		Total
Assets:
	Warrants	$	-	$	-	$	60,525	$	60,525
Liabilities:
	Interest rate swaps	$	-	$	6,281,705	$	-	$	6,281,705

Our derivative financial instruments, including interest rate swaps and warrants, are valued using models based on readily observable or unobservable market parameters for all substantial terms of our derivative financial instruments and are classified within Level 2 or Level 3. In accordance with U.S. GAAP, we use market prices and pricing models for fair value measurements of our derivative financial instruments.

Interest Rate Swaps

We utilize a model that incorporates common market pricing methods as well as underlying characteristics of the particular swap contract. Interest rate swaps are modeled by incorporating such inputs as the term to maturity, LIBOR swap curves, Overnight Index Swap curves and the payment rate on the fixed portion of the interest rate swap. Such inputs are classified within Level 2. Thereafter, we compare third party quotations received to our own estimate of fair value to evaluate for reasonableness. The fair value of the interest rate swaps was recorded in derivative financial instruments within the consolidated balance sheets.

Warrants

As of December 31, 2013, our warrants were valued using the Black-Scholes-Merton option pricing model based on observable and unobservable inputs that are significant to the fair value measurement and are classified within Level 3. Unobservable inputs used in the Black-Scholes-Merton option pricing model include, but are not limited to, the expected stock price volatility and the expected period until the warrants are exercised. Increases or decreases of these inputs would result in a higher or lower fair value measurement. On July 21, 2014, we exercised the warrants and received net cash proceeds of $14,208, which resulted in a loss of $43,126.

The fair value of the warrants was recorded in other assets within the consolidated balance sheets. The realized and unrealized loss or gain on the change in fair value of the warrants was recorded in (gain) loss on derivative financial instruments on the consolidated statements of operations.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We are required, on a nonrecurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements. The valuation of our 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 our material financial assets measured at fair value on a nonrecurring 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, 2014:

14

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

									Credit loss for the
	Carrying Value at			Fair Value at Impairment Date					Nine Months Ended
	September 30, 2014		Level 1		Level 2		Level 3		September 30, 2014
Net investment in note receivable	$	-	$	-	$	-	$	3,502,050	$	862,131

Our collateral dependent note receivable was valued using the agreed upon sales price. The sales price was a quoted price in an inactive market, which was supported by little or no market data as of the reporting date and therefore classified as Level 3.

Assets and Liabilities for which Fair Value is Disclosed

Certain of our financial assets and liabilities, which include fixed-rate notes receivable, fixed-rate non-recourse long-term debt and other liabilities, for which fair value is required to be disclosed, were valued using inputs that are generally unobservable and are supported by little or no market data and are therefore classified within Level 3. Under U.S. GAAP, we use projected cash flows for fair value measurements of these financial assets and liabilities. Fair value information with respect to certain of our other assets and liabilities is not separately provided since (i) U.S. GAAP does 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 our 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 10% and 15.5% per year. Principal outstanding on fixed-rate non-recourse long-term debt and other liabilities was discounted at rates ranging between 5.04% and 12% per year.

	September 30, 2014
			Fair Value
	Carrying Value		(Level 3)
Principal outstanding on fixed-rate notes receivable	$	66,902,829	$	67,403,565
Principal outstanding on fixed-rate non-recourse long-term debt	$	42,540,299	$	45,289,946
Other liabilities	$	8,207,581	$	8,268,794

(12)Commitments and Contingencies

At the time we acquire or divest of our 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.

At September 30, 2014, we had non-recourse and other debt obligations. Each lender has a security interest in the majority of the assets collateralizing each non-recourse debt instrument and an assignment of the rental payments under the lease associated with the assets. If the lessee defaults on the lease, the assets could be returned to the lender in extinguishment of the non-recourse debt. At September 30, 2014 and December 31, 2013,our outstanding non-recourse long-term indebtedness was $155,480,328 and $185,275,365, respectively.

(13)      Subsequent Events

On November 3, 2014, we filed a petition in the District Court of Dallas, Texas against Frontier Oilfield Services, Inc. and certain of its affiliates (collectively, “Frontier”) to obtain repayment of the outstanding note receivable as a result of Frontier’s breach of the terms of the loan agreement entered into in July 2012. Our Investment Manager believes the outstanding note

15

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

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

September 30, 2014

(unaudited)

receivable and accrued interest due from Frontier as of September 30, 2014 is fully recoverable based on the underlying collateral value. As a result, no credit loss was deemed necessary for the nine months ended September 30, 2014.

On November 13, 2014, we and Fund Twelve entered into a senior secured term loan credit facility agreement with NARL Marketing Inc. and certain of its affiliates (collectively, “NARL”) to provide a credit facility of up to $15,000,000, of which our commitment of $3,000,000 was funded on such date. The facility bears interest at a fixed rate of 10.75% and is for a period of three years. The facility is secured by a first priority security interest in retail and wholesale fuel equipment, including pumps and storage tanks, and a mortgage on certain real properties.

16

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, 2013. 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,” “would,” “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 of 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 invested was 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 total equity of $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 were invested, additional investments have been and will continue to 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 and/or let our investments mature 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, originates and services our investments.

Recent Significant Transactions

We engaged in the following significant transactions since December 31, 2013:

Telecommunications Equipment

On February 28, 2014, Global Crossing exercised its option to purchase certain telecommunications equipment at lease expiration for approximately $1,423,000. No gain or loss was recorded as a result of this transaction.

On May 30, 2014, Global Crossing exercised its option to purchase certain telecommunications equipment prior to lease expiration at the purchase option price of approximately $794,000. In accordance with the terms of the lease, Global Crossing was required to pay the final monthly lease payment of approximately $144,000.

17

Notes Receivable

On July 26, 2011, we made a secured term loan to Western Drilling in the amount of $9,465,000. The loan bore interest at 14% per year and was scheduled to mature on September 1, 2016. The loan was secured by, among other collateral, a first priority security interest in oil and gas drilling rigs and a mortgage on real property. Due to a change in market demand, the utilization of Western Drilling’s rigs declined, which led to Western Drilling’s failure to meet its payment obligations. As a result, the loan was placed on a non-accrual status and we recorded a credit loss of $3,412,087 during the year ended December 31, 2013 based on the estimated value of the recoverable collateral. During the three months ended September 30, 2014, we received additional cash proceeds of $11,084 subsequent to the sale of the collateral in May 2014, which resulted in a reversal of the credit loss. During the nine months ended September 30, 2014, a credit loss reserve of $862,131 was recognized based on cash proceeds of $3,823,044 received from the sale of the collateral. As of September 30, 2014, we fully reserved the remaining balance of the loan of $3,805,935. We continue to pursue all legal remedies to obtain payment.

On January 31, 2014, the INOVA Borrowers satisfied their obligation in connection with three term loans scheduled to mature on August 1, 2014 by making a prepayment of approximately $1,368,000. No material gain or loss was recorded as a result of this transaction. 

On April 15, 2014, we sold all of our interest in two term loans with Ocean Navigation scheduled to mature in July and September 2016 to Garanti Bank for $14,400,000. As a result, we wrote off the remaining initial direct costs associated with the notes receivable of approximately $545,000 as a charge against finance income.

On June 6, 2014, NTS satisfied their obligations in connection with two term loans scheduled to mature on July 1, 2017 by making a prepayment of approximately $3,421,000, comprised of all outstanding principal, accrued interest and a prepayment fee of approximately $130,000. The prepayment fee was recognized as additional finance income.

On June 17, 2014, we and Fund Twelve entered into a secured term loan credit facility agreement with SeaChange to provide a credit facility of up to $7,000,000, of which our commitment was $700,000. On June 20, 2014 and August 20, 2014, we funded $450,000 and $250,000, respectively. The facility was used to partially finance SeaChange’s acquisition and conversion of a containership vessel to meet certain time charter specifications of the Military Sealift Command of the Department of the United States Navy. The facility bore interest at 13.25% per year and was scheduled to mature on February 15, 2018. The facility was secured by, among other things, a first priority security interest in and earnings from the vessel and the equity interests of SeaChange. Due to SeaChange’s inability to meet certain requirements of the Department of the United States Navy, which resulted in the cancellation of the time charter, SeaChange was required to repay all outstanding principal and accrued interest under the facility in accordance with the loan agreement. On September 24, 2014, SeaChange satisfied its obligation by making a prepayment of approximately $720,000, comprised of all outstanding principal and accrued interest.

On July 2, 2014, SAE satisfied its obligation in connection with a secured term loan scheduled to mature on November 28, 2016 by making a prepayment of approximately $4,592,000, comprised of all outstanding principal, accrued interest and prepayment fees of approximately $449,000. The prepayment fees were recognized as additional finance income.

On July 7, 2014, Cenveo made a partial prepayment of approximately $910,000 in connection with a secured term loan, which included a net prepayment fee of approximately $10,000. Simultaneously, we partially paid down our non-recourse long-term debt with NXT secured by our interest in the secured term loan to and collateral from Cenveo by making a payment of approximately $575,000.

On July 14, 2014, we, Fund Twelve and Fund Fifteen entered into a secured term loan credit facility agreement with TMA to provide a credit facility of up to $29,000,000, of which our commitment of $3,625,000 was funded on August 27, 2014. The facility was used by TMA to acquire and refinance two platform supply vessels. At inception, the loan bore interest at LIBOR, subject to a 1% floor, plus a margin of 17%. Upon the acceptance of both vessels by TMA’s sub-charterer on September 19, 2014, the margin was reduced to 13%. The loan matures five years from the date of funding. The loan is secured by, among other things, a first priority security interest in and earnings from each of the vessels. The vessels were valued at $61,000,000 on the date the transaction occurred.

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On September 24, 2014, we, Fund Twelve, Fund Fifteen and Fund Sixteen entered into a secured term loan credit facility agreement with Premier Trailer to provide a credit facility of up to $20,000,000, of which our commitment of $2,500,000 was funded on such date. The loan bears interest at LIBOR subject to a 1% floor, plus 9% per year, and is for a period of six years. The loan is secured by a second priority security interest in all of Premier Trailer’s assets, including, without limitation, its fleet of trailers, and the equity interests of Premier Trailer. Premier Trailer’s assets, including its fleet of trailers, were valued at approximately $64,088,000 on the date the transaction occurred.

Marine Vessels

On March 21, 2014, ICON Siva, through two indirect subsidiaries, entered into memoranda of agreement to purchase the SIVA Vessels from Siva Global for an aggregate purchase price of $41,600,000. The SIVA Coral and the SIVA Pearl were delivered on March 28, 2014 and April 8, 2014, respectively. The SIVA Vessels were bareboat chartered to an affiliate of Siva Global for a period of eight years upon the delivery of each respective vessel. The SIVA Vessels were each acquired for approximately $3,550,000 in cash, $12,400,000 of financing through the Loan from DVB and $4,750,000 of financing through a subordinated, non-interest-bearing seller’s credit. Our contribution to ICON Siva was $1,022,225.

On April 14, 2014 and May 21, 2014, upon expiration of the leases with AET, a joint venture owned 75% by us and 25% by Fund Twelve sold the Eagle Otome and the Eagle Subaru to third-party purchasers for an aggregate price of approximately $14,822,000. As a result, the joint venture recognized an aggregate gain on sale of assets of approximately $2,200,000.

On June 12, 2014, a joint venture owned 12.5% by us, 75% by Fund Twelve and 12.5% by Fund Fifteen purchased an offshore supply vessel from Pacific Crest for $40,000,000. Simultaneously, the vessel was bareboat chartered to Pacific Crest for ten years. The vessel was acquired for approximately $12,000,000 in cash, $26,000,000 of financing through a senior secured loan from DVB and $2,000,000 of financing through a subordinated, non-interest-bearing seller’s credit. Our contribution to the joint venture was $1,617,158.

Mining Equipment

On March 4, 2014, a joint venture owned 15% by us, 60% by Fund Twelve, 15% by Fund Fifteen and 10% by Fund Sixteen purchased mining equipment from an affiliate of Spurlock. Simultaneously, the mining equipment was leased to Spurlock and its affiliates for four years. The aggregate purchase price for the mining equipment of approximately $25,359,000 was funded by approximately $17,859,000 in cash and $7,500,000 of non-recourse long-term debt. Our contribution to the joint venture was $2,693,395.

Seismic Testing Equipment

On September 4, 2014, a joint venture owned 33.5% by us, 52% by Fund Sixteen and 14.5% by ECI Partners purchased certain land-based seismic testing equipment for approximately $10,677,000. Simultaneously, the seismic testing equipment was leased to Geokinetics for three years. Our contribution to the joint venture was $3,666,221.

Acquisition Fees

We incurred acquisition fees to our Investment Manager of $289,694 and $847,917 during the three and nine months ended September 30, 2014, respectively.

Subsequent Events

On November 3, 2014, we filed a petition in the District Court of Dallas, Texas against Frontier to obtain repayment of the outstanding note receivable as a result of Frontier’s breach of the terms of the loan agreement entered into in July 2012. Our Investment Manager believes the outstanding note receivable and accrued interest due from Frontier as of September 30, 2014 is fully recoverable based on the underlying collateral value. As a result, no credit loss was deemed necessary for the nine months ended September 30, 2014.

On November 13, 2014, we and Fund Twelve entered into a senior secured term loan credit facility agreement with NARL to provide a credit facility of up to $15,000,000, of which our commitment of $3,000,000 was funded on such date. The facility bears interest at a fixed rate of 10.75% and is for a period of three years. The facility is secured by a first priority security interest in retail and wholesale fuel equipment, including pumps and storage tanks, and a mortgage on certain real properties.

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Recent Accounting Pronouncements

In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will become effective for us on January 1, 2017. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which will become effective for us on our fiscal year ending December 31, 2016. The adoption of ASU 2014-15 is not expected to have a material effect on our consolidated financial statements.

We do not believe any other 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, 2014 (the “2014 Quarter”) and 2013 (the “2013 Quarter”)

The following 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, finance income or rental income as of each 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.

Financing Transactions

The following tables set forth the types of assets securing the financing transactions in our portfolio:

	September 30, 2014				December 31, 2013
Asset Type	Net Carrying Value		Percentage of Total Net Carrying Value		Net Carrying Value		Percentage of Total Net Carrying Value
Marine - crude oil tankers	$	68,023,687		34%	$	82,973,187		37%
Marine - dry bulk vessels		62,649,602		32%		62,759,869		28%
Petrochemical facility		30,914,535		16%		27,600,946		12%
Manufacturing equipment		9,988,212		5%		10,104,252		5%
Trailers		9,211,344		5%		7,097,207		3%
Printing equipment		6,925,040		3%		8,909,250		4%
Aircraft parts		4,782,771		2%		5,063,617		2%
Platform supply vessels		3,707,929		2%		-		-
Oil field services equipment		1,802,046		1%		1,865,907		1%
Telecommunications equipment		-		-		6,520,397		3%
Analog seismic system equipment		-		-		5,650,423		3%
Land drilling rigs		-		-		4,685,175		2%
	$	198,005,166		100%	$	223,230,230		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 2014 Quarter and the 2013 Quarter, certain customers generated significant portions (defined as 10% or more) of our total finance income as follows:

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		Percentage of Total Finance Income
Customer	Asset Type	2014 Quarter	2013 Quarter
Geden Holdings Ltd.	Marine - dry bulk vessels and
	crude oil tankers	32%	16%
Jurong Aromatics Corporation Pte. Ltd.	Petrochemical facility	24%	22%
SAExploration, Inc.	Analog seismic system equipment	12%	4%
		68%	42%

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

Operating Lease Transactions

The following tables set forth the types of equipment subject to operating leases in our portfolio:

	September 30, 2014				December 31, 2013
Asset Type	Net Carrying Value		Percentage of Total Net Carrying Value		Net Carrying Value		Percentage of Total Net Carrying Value
Marine - crude oil tankers	$	117,062,208		93%	$	136,804,707		93%
Motor coaches		4,915,469		4%		5,918,821		4%
Packaging equipment		3,379,059		3%		3,847,166		3%
	$	125,356,736		100%	$	146,570,694		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 2014 Quarter and the 2013 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	2014 Quarter		2013 Quarter
AET Inc. Limited	Marine - crude oil tankers		87%		89%

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

Revenue for the 2014 Quarter and the 2013 Quarter is summarized as follows:

		Three Months Ended September 30,
		2014		2013		Change
Finance income		$	3,633,794	$	3,526,464	$	107,330
Rental income			5,430,323		7,211,599		(1,781,276)
Income from investment in joint ventures			537,939		399,281		138,658
Gain on sale of assets, net			36,339		-		36,339
Other income			21,778		72,095		(50,317)
	Total revenue	$	9,660,173	$	11,209,439	$	(1,549,266)

Total revenue for the 2014 Quarter decreased $1,549,266, or 13.8%, as compared to the 2013 Quarter. The decrease in rental income was primarily the result of the expiration of two operating leases subsequent to the 2013 Quarter, partially offset by slight increases in finance income and income from investment in joint ventures.

Expenses for the 2014 Quarter and the 2013 Quarter are summarized as follows:

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		Three Months Ended September 30,
		2014		2013		Change
Management fees		$	510,038	$	508,348	$	1,690
Administrative expense reimbursements			396,443		459,530		(63,087)
General and administrative			665,121		354,311		310,810
Credit loss			(11,084)		2,484,517		(2,495,601)
Depreciation			2,615,854		3,842,488		(1,226,634)
Interest			2,083,712		2,617,264		(533,552)
(Gain) loss on derivative financial instruments			(140,417)		665,471		(805,888)
	Total expenses	$	6,119,667	$	10,931,929	$	(4,812,262)

Total expenses for the 2014 Quarter decreased $4,812,262, or 44.0%, as compared to the 2013 Quarter. The decrease in credit loss was due to a credit loss recorded for Western Drilling during the 2013 Quarter as compared to a reversal of credit loss of $11,084 during the 2014 Quarter due to additional cash proceeds received subsequent to the note receivable being fully reserved. The decrease in depreciation expense was due to the sale of the Eagle Otome and the Eagle Subaru in April and May 2014, respectively.  The change from a loss during the 2013 Quarter to a gain during the 2014 Quarter on derivative financial instruments was due to favorable movements in interest rates on our non-designated interest rate swaps. The decrease in interest expense was a result of repayments on our non-recourse long-term debt subsequent to the 2013 Quarter.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests increased $209,515, from $395,485 in the 2013 Quarter to $605,000 in the 2014 Quarter. The increase was primarily due to higher income generated by our joint venture investment in AET due to favorable movements in interest rates on our non-designated interest rate swaps. In addition, there was an increase in income generated by our joint venture investment in Jurong Aromatics Corporation Pte. Ltd. (“JAC”).

Net Income (Loss) Attributable to Fund Fourteen

As a result of the foregoing factors, net income (loss) attributable to us for the 2014 Quarter and the 2013 Quarter was $2,935,506 and $(117,975), respectively. Net income (loss) attributable to us per weighted average additional Interest outstanding for the 2014Quarter and the 2013 Quarter was $11.23 and $(0.45), respectively.

Results of Operations for the Nine Months Ended September 30, 2014 (the “2014 Period”) and 2013 (the “2013 Period”)

The following 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 or rental income as of each 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.

Financing Transactions

During the 2014 Period and the 2013 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	2014 Period	2013 Period
Geden Holdings Ltd.	Marine - dry bulk vessels and
	crude oil tankers	33%	40%
Jurong Aromatics Corporation Pte. Ltd.	Petrochemical facility	24%	14%
		57%	54%

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

Operating Lease Transactions

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During the 2014 Period and the 2013 Period, 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	2014 Period		2013 Period
AET Inc. Limited	Marine - crude oil tankers		88%		89%

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

Revenue for the 2014 Period and the 2013 Period is summarized as follows:

		Nine Months Ended September 30,
		2014		2013		Change
Finance income		$	10,491,572	$	15,359,225	$	(4,867,653)
Rental income			18,620,434		21,634,797		(3,014,363)
Income from investment in joint ventures			1,411,959		995,090		416,869
Gain on sale of assets, net			2,266,237		-		2,266,237
Other income			41,821		202,464		(160,643)
	Total revenue	$	32,832,023	$	38,191,576	$	(5,359,553)

Total revenue for the 2014 Period decreased $5,359,553, or 14.0%, as compared to the 2013 Period. The decrease in finance income was a result of three vessels subject to bareboat charters with subsidiaries of Geden Holdings Ltd. (“Geden”) being placed on a non-accrual status and the satisfaction of six notes receivable during and subsequent to the 2013 Period, partially offset by three new notes receivable that we entered into subsequent to the 2013 Period. The decrease in rental income was the result of the expiration of two operating leases subsequent to the 2013 Period. These decreases were partially offset by a gain on sale of assets related to the sale of the Eagle Otome and the Eagle Subaru during the 2014 Period.

Expenses for the 2014 Period and the 2013 Period are summarized as follows:

		Nine Months Ended September 30,
		2014		2013		Change
Management fees		$	1,933,715	$	1,471,393	$	462,322
Administrative expense reimbursements			1,208,753		1,571,057		(362,304)
General and administrative			1,875,071		1,680,107		194,964
Credit loss			862,131		2,503,312		(1,641,181)
Depreciation			9,072,339		11,527,463		(2,455,124)
Interest			6,855,503		7,910,435		(1,054,932)
Loss (gain) on derivative financial instruments			1,427,927		(1,326,276)		2,754,203
	Total expenses	$	23,235,439	$	25,337,491	$	(2,102,052)

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Total expenses for the 2014 Period decreased $2,102,052, or 8.3%, as compared to the 2013 Period. The decrease in depreciation expense was due to the Eagle Otome and the Eagle Subaru being classified as assets held for sale as of March 31, 2014 and subsequently sold in the 2014 Period. The credit loss for both the 2014 Period and the 2013 Period was primarily related to the secured term loan with Western Drilling. During the 2014 Period, we reserved the shortfall of the Western Drilling loan balance not covered by cash proceeds from the sale of the collateral. The decrease in interest expense was a result of repayments on our non-recourse long-term debt. These decreases were partially offset by the change from a gain during the 2013 Period to a loss during the 2014 Period on derivative financial instruments due to unfavorable movements in interest rates on our non-designated interest rate swaps.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests increased $138,021, from $1,835,855 in the 2013 Period to $1,973,876 in the 2014 Period. The increase was primarily due to higher interest income generated by our joint venture investment in JAC due to the paid-in-kind, or PIK, interest mechanism, in which the PIK interest was added to the principal balance of the investment and was recorded as income. The increase was also related to higher income generated by our joint venture investment in AET. 

Net Income Attributable to Fund Fourteen

As a result of the foregoing factors, net income attributable to us for the 2014 Period and the 2013 Period was $7,622,708 and $11,018,230, respectively. The net income attributable to us per weighted average additional Interest outstanding for the 2014 Period and the 2013 Period was $29.16 and $42.15, respectively.

Financial Condition

This section discusses the major balance sheet variances at September 30, 2014 compared to December 31, 2013.

Total Assets

Total assets decreased $41,735,233, from $410,277,896 at December 31, 2013 to $368,542,663 at September 30, 2014. The decrease was primarily due to (i) repayments on our non-recourse long-term debt, (ii) distributions paid to our partners and (iii) depreciation of our leased equipment at cost. This decrease was partially offset by operating income for the 2014 Period.

Total Liabilities

Total liabilities decreased $35,608,601, from $209,893,220 at December 31, 2013 to $174,284,619 at September 30, 2014. The decrease was primarily due to repayments on our non-recourse long-term debt and the payment of accrued interest primarily related to the Eagle Otome and the Eagle Subaru as a result of the sale of such vessels in April and May of 2014, respectively.

Equity

Equity decreased $6,126,632, from $200,384,676 at December 31, 2013 to $194,258,044 at September 30, 2014. The decrease was primarily the result of distributions paid to our partners, partially offset by our net income in the 2014 Period.

Liquidity and Capital Resources

Summary

At September 30, 2014 and December 31, 2013, we had cash and cash equivalents of $13,539,348 and $9,526,625, respectively.  Pursuant to the terms of our offering, we have established a cash reserve in the amount of 0.50% of the gross offering proceeds from the sale of our Interests. As of September 30, 2014, the cash reserve was $1,288,235. 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 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

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investment opportunities, management fees and administrative expense reimbursements. At September 30, 2014, we had $7,404,522 available under a revolving line of credit pursuant to the borrowing base, which is available to fund our short-term liquidity needs. For additional information, see Note 8 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 have used the net proceeds of the offering and cash from operations to invest in Capital Assets located in North America, Europe and other developed markets, including those in Asia and elsewhere. We have sought and continue to seek to acquire a portfolio of Capital Assets that is comprised of transactions that (a) provide current cash flow in the form of payments of principal and/or interest (in the case of secured loans) and rental payments (in the case of leases), (b) generate deferred cash flow from realizing the value of 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.

Cash Flows

Operating Activities

Cash provided by operating activities decreased $3,280,101, from $20,047,507 in the 2013 Period to $16,767,406 in the 2014 Period. The decrease was primarily due to (i) a decrease in finance income as a result of the bareboat charters with Geden being placed on a non-accrual status, (ii) the sale of our interest in two secured term loans with Ocean Navigation and (iii) the secured term loan with Western Drilling being placed on a non-accrual status, all of which took place during or subsequent to the 2013 Period. In addition, the decrease was due to the payment of approximately $3,726,000 in the 2014 Period for accrued interest as a result of certain defaults being cured on our non-recourse long-term debt associated with the Eagle Otome and the Eagle Subaru. These decreases were partially offset by the release of restricted cash in the 2014 Period upon the defaults being cured on such non-recourse long-term debt. 

Investing Activities

Cash flows from investing activities increased $46,740,742, from a use of cash of $13,977,172 in the 2013 Period to a source of cash of $32,763,570 in the 2014 Period. The increase primarily resulted from (i) an increase in principal received on our notes receivable due to scheduled payments and prepayments related to the INOVA Borrowers, NTS and SAE, (ii) an increase in principal received on our notes receivable due to the sale of our interest related to Ocean Navigation, (iii) an increase in proceeds from the sale of equipment and (iv) the use of less cash to make investments during the 2014 Period as compared to the 2013 Period.

Financing Activities

Cash used in financing activities increased $25,157,315, from $20,360,938 in the 2013 Period to $45,518,253 in the 2014 Period. The increase was primarily due to an increase in repayments on our non-recourse long-term debt of $14,728,161 during the 2014 Period and a drawdown of $10,500,000 from our Facility in the 2013 Period, with no such drawdown in the 2014 Period.

Non-Recourse Long-Term Debt

We had non-recourse long-term debt obligations at September 30, 2014 and December 31, 2013 of $155,480,328 and $185,275,365, respectively. Most of our non-recourse long-term debt obligations consist of notes payable in which the lender has a security interest in the underlying assets. If the lessee were to default on the underlying lease, resulting in our default on the non-recourse long-term debt, the assets could be returned to the lender in extinguishment of that debt.

On March 31, 2014, we satisfied the Senior Debt obligations in connection with the Eagle Otome and the Eagle Subaru by making a final payment of approximately $5,680,000. This satisfaction cured any default related to these vessels associated with the Senior Debt. On April 14, 2014 and May 21, 2014, the Eagle Otome and the Eagle Subaru were sold and the proceeds were used to partially pay down the outstanding principal and interest related to the Sub Debt. As of September 30, 2014 and December 31, 2013, the Sub Debt balance was $11,085,095 and $19,753,619, respectively.

We restructured the non-recourse long-term debt associated with a crude oil tanker, the Center, and the non-recourse long-term debt associated with two supramax bulk carrier vessels, the Amazing and the Fantastic, on March 19, 2014 and March 31,

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2014, respectively, to amend the repayment stream and financial covenants. The interest rates and maturity dates remain the same for the loans. Effective September 29, 2014, the interest rate for the non-recourse long-term debt associated with the Amazing and the Fantastic was fixed at LIBOR plus 3.85% as part of the original agreement. As of September 30, 2014, we were in compliance with all covenants related to this non-recourse long-term debt.

As a result of the partial prepayment by Cenveo, on July 7, 2014 we partially paid down our non-recourse long-term debt with NXT secured by our interest in the secured term loan to and collateral from Cenveo by making a prepayment of approximately $575,000.

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 $156,827, $15,525,906 and $53,400 to our General Partner, limited partners and noncontrolling interests, respectively, during the 2014 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.

At September 30, 2014, we had non-recourse and other debt obligations. Each lender has a security interest in the majority of the assets collateralizing each non-recourse debt instrument and an assignment of the rental payments under the lease associated with the assets. If the lessee defaults on the lease, the assets could be returned to the lender in extinguishment of the non-recourse debt. At September 30, 2014, our outstanding non-recourse long-term indebtedness was $155,480,328.

Off-Balance Sheet Transactions

None.

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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, 2013.

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, 2014, 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, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 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, 2013.

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, 2014.

Item 3. Defaults Upon Senior Securities

                    Not applicable.

Item 4. Mine Safety Disclosures

                    Not applicable.

Item 5. Other Information

                    Not applicable.

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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 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).
10.3	Loan Modification Agreement, dated as of March 31, 2013, by and between California Bank & Trust and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. (Incorporated by reference to Exhibit 10.3 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed March 26, 2013).
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.

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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, 2014

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/ Christine H. Yap

Christine H. Yap

Principal Financial and Accounting Officer

30