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8-K - ICON ECI Fund Sixteenbody.htm
Exhibit 99.1


 
 
 
 
 
 
 
 
 
ICON ECI Fund Sixteen
 
 
 
 
 
 
 
  Portfolio Overview  
     
     
  Third Quarter 2014  
 
 
 
 
 
 
 
 
 
 
 

 
 
  Table of Contents    
       
       
 
Introduction to Portfolio Overview
 1  
       
  Investments During the Quarter 1  
       
  Portfolio Overview  2  
       
  Revolving Line of Credit 3  
       
  Performance Analysis  3  
       
  Transactions with Related Parties 3  
       
  Financial Statements  6  
       
  Forward Looking Statements 10  
       
  Additional Information  10  
       
       
 
 

 
 
ICON ECI Fund Sixteen
As of January 31, 2015
Introduction to Portfolio Overview

We are pleased to present ICON ECI Fund Sixteen’s (the “Fund”) Portfolio Overview for the quarter ended September 30, 2014. References to “we,” “us,” and “our” are references to the Fund, references to the “Managing Owner” are references to the managing owner of the Fund, ICON MT 16, LLC, and references to the “Investment Manager” are references to the investment manager of the Fund, ICON Capital, LLC.
 
The Fund primarily makes investments in, or that are collateralized by, equipment and other corporate infrastructure (collectively, “Capital Assets”). The investments are in companies that utilize Capital Assets to operate their businesses. These investments are primarily structured as debt and debt-like financings such as loans, leases and other structured financing transactions in, or that are collateralized by, Capital Assets.
 
The Fund commenced its offering period on July 1, 2013. As of November 12, 2013, we raised a minimum of $1,200,000 (the “Initial Closing Date”), at which time shareholders were admitted and we commenced operations. As of June 13, 2014, we raised the $12,500,000 minimum offering amount for the Commonwealth of Pennsylvania. From the commencement of our offering through September 30, 2014, we sold 15,700 Class A shares and 406 Class I shares, representing an aggregate of $15,987,969 of capital contributions. The offering period closed on December 31, 2014, at which time, we entered our operating period. We raised $17,469,610 during our offering period. During the operating period, we anticipate continuing to invest our offering proceeds and cash generated from operations in Capital Assets.  Following our operating period, we will enter our wind down period, during which time the loans and leases we own will mature or be sold in the ordinary course of business.
 
Investments During the Quarter
 
The Fund made the following investments after the quarter ended September 30, 2014:

Geokinetics Inc.
Investment Date:
9/4/2014
Collateral:
Land based seismic testing equipment acquired for $10,677,000.
Structure:
Lease
 
Expiration Date:
8/31/2017
 
Purchase Price:
$10,677,000
 
The Fund's Investment:
$5,552,000
 

Premier Trailer Leasing, Inc.
Investment Date:
9/24/2014
Collateral:
Trailers valued at $272,373,000.
Structure:
Loan
 
Maturity Date:
9/24/2020
 
Facility Amount:
$20,000,000
 
Fund Participation:
$2,500,000
 

 
 
1

 
 
ICON ECI Fund Sixteen
 
Portfolio Overview
 
As of September 30, 2014, our portfolio consisted of the following investments:

Murray Energy Corporation       
Structure: Lease Collateral:    Mining equipment.
Expiration Date: 9/30/2015 Net Carrying Value:
$1,739,768*
Current Status: Performing Credit Loss Reserve: None

Blackhawk Mining, LLC
      
Structure: Lease Collateral:    Mining equipment.
Expiration Date:
2/28/2018
Net Carrying Value:
$1,678,438*
Current Status: Performing Credit Loss Reserve: None

D&T Trucking, LLC
      
Structure: Lease Collateral:   
Trucks, trailers and other equipment.
Expiration Date:
12/31/2018
Net Carrying Value:
$1,185,550**
Current Status: Performing Credit Loss Reserve: None

Geokinetics Inc.      
Structure: Lease Collateral: Land-based seismic testing equipment.
Expiration Date: 8/31/2017 Net Carrying Value:
$5,359,998**
Current Status: Performing Credit Loss Reserve: None

Premier Trailer Leasing, Inc.
     
Structure: Loan Collateral: Trailers.
Maturity Date:
9/24/2020
Net Carrying Value:
$2,649,857*
Current Status: Performing Credit Loss Reserve: None
*Net carrying value of our investment in joint ventures is calculated as follows:  investment at cost plus/less our share of the cumulative net income/loss of the joint venture and less distributions received since the date of our initial investment.
**This investment is through a joint venture that we consolidated and presented on our consolidated balance sheets as net investment in finance lease. Net carrying value includes the recognition of an investment by noncontrolling interests for the share of such investment held by the joint venture’s noncontrolling interest holders. Net investment in finance lease is the sum of the remaining minimum lease payments receivable, the estimated residual value of the asset and the unamortized initial direct costs, less unearned income.
***Net carrying value of our investment in note receivable is the sum of the remaining principal outstanding and the unamortized initial direct costs, less unearned income.

 
 
2

 
 
ICON ECI Fund Sixteen
 
Revolving Line of Credit

On December 26, 2013, we entered into an agreement with California Bank & Trust (“CB&T”) for a revolving line of credit through March 31, 2015 of up to $5,000,000 (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 the Fund has a beneficial interest. 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 the London Interbank Offered Rate plus 2.5% per year. In all instances, borrowings under the Facility are subject to an interest rate floor of 4.0% per year. In addition, we are obligated to pay an annualized 0.5% fee on unused commitments under the Facility. At September 30, 2014, there were no obligations outstanding under the Facility.
  
Performance Analysis
 
Capital Invested as of September 30, 2014       $14,462,789
Leverage Ratio
 0.07:1**
% of Receivables Collected for the Quarter ended September 30, 2014  100%***
** Leverage ratio is defined as total liabilities divided by total equity.
*** Collections as of January 31, 2015.
 
Transactions with Related Parties

We have entered into certain agreements with our Managing Owner, Investment Manager and ICON Securities, LLC (“ICON Securities”), a wholly-owned subsidiary of our Investment Manager and the dealer-manager of our offering, whereby we pay certain fees and reimbursements to these parties.  ICON Securities is entitled to receive (i) a dealer-manager fee for the Class A shares sold in the offering equal to 2% of gross offering proceeds and (ii) a distribution fee equal to 0.55% of gross offering proceeds from Class I shares sold in the offering for managing the distribution of the Class I shares.
 
In addition, we reimburse our Investment Manager and its affiliates for organization and offering expenses incurred in connection with our organization and offering of our shares. The reimbursement of these expenses will be capped at the lesser of 1.44% of the maximum primary offering amount of $241,000,000 and the actual costs and expenses incurred by our Investment Manager and its affiliates. Accordingly, our Investment Manager and its affiliates may ultimately be reimbursed for less than the actual costs and expenses incurred.
 
We pay or paid our Investment Manager (i) a management fee equal to 3.5% of the gross periodic payments due and paid from our investments and (ii) acquisition fees of 2.5% of the total purchase price (including indebtedness incurred or assumed therewith) of, or the value of the Capital Assets secured by or subject to, each of our investments. For a more detailed analysis of the fees payable to our Investment Manager, please see the Fund’s prospectus. In connection with the investments made for the period January 1, 2014 through September 30, 2014, we incurred aggregate acquisition fees to our Investment Manager in the amount of approximately $440,599.
 
 
3

 
 
ICON ECI Fund Sixteen
 
Transactions with Related Parties (continued)
 
Administrative expense reimbursements are costs incurred by our Investment Manager or its affiliates that are necessary to our operations. These costs include our Investment Manager’s and its affiliates’ legal, accounting, investor relations and operations personnel, as well as professional fees and other costs that are charged to us. Excluded are salaries and related costs, office rent, travel expenses and other administrative costs incurred by individuals with a controlling interest in our Investment Manager.
 
Our Managing Owner also has a 1% interest in our profits, losses, distributions and liquidation proceeds, subject to increase based on our investors achieving a preferred return. We paid distributions to our Managing Owner of $2,848 and $5,307 for the three and nine months ended September 30, 2014, respectively.  Additionally, our Managing Owner’s interest in the net loss attributable to us was $37 and $3,362 for the three and nine months ended September 30, 2014, respectively.
Fees and other expenses incurred by us to our Investment Manager or its affiliates were as follows:
 
            Three Months Ended   Nine Months Ended
Entity
 
Capacity
 
Description
 
September 30, 2014
 
September 30, 2014
ICON Capital, LLC
 
Investment Manager
 
Offering expense reimbursements (1)
  
$
22,619
 
$
128,540
ICON Capital, LLC  
Investment Manager
  Organization cost reimbursements (2)
    
 
1,047
   
6,622
ICON Capital, LLC
 
Investment Manager
  General and administrative reimbursements (2)
     
 
1,745
   
43,389
ICON Capital, LLC
 
Investment Manager
 
Management fees (2)
    
 
27,702
   
62,075
ICON Securities, LLC
 
Dealer-manager
 
Dealer-manager and distribution fees (1)
    
 
47,457
   
277,664
ICON Capital, LLC
 
Investment Manager
  Administrative expense reimbursements (2)
    
 
132,432
   
459,505
ICON Capital, LLC
 
Investment Manager
 
Acquisition fees (3)
     
 
            339,075
   
440,599
           
$
572,077
 
$
1,418,394
(1)  Amount charged directly to shareholders' equity. 
           
(2)  Amount charged directly to operations. 
           
(3)  Amount capitalized and amortized to operations.
           

At September 30, 2014, we had a net payable of approximately $798,000 due to our Investment Manager and its affiliates that primarily consisted of administrative expense reimbursements of approximately $493,000, acquisition fees of approximately $125,000 and management fees of approximately $64,000. At December 31, 2013, we had a net payable of approximately $106,000 due to our Investment Manager and its affiliates that primarily consisted of administrative expense reimbursements of approximately $80,000 and offering expenses of approximately $19,000.
 
From October 1, 2014 through December 31, 2014, we raised an additional $1,481,641 in capital contributions and incurred dealer-manager and distribution fees in the amount of $27,476.
 
4

 
 
ICON ECI Fund Sixteen
Transactions with Related Parties (continued)
 
Your participation in the Fund is greatly appreciated.
 
We are committed to protecting the privacy of our investors in compliance with all applicable laws. Please be advised that, unless required by a regulatory authority such as FINRA or ordered by a court of competent jurisdiction, we will not share any of your personally identifiable information with any third party.
 
 
5

 
 
 
 
ICON ECI Fund Sixteen
(A Delaware Statutory Trust)
Financial Statements
Consolidated Balance Sheets
 
         
September 30,
 
December 31,
         
2014
 
2013
         
(unaudited)
   
Assets
 
Cash
   
$
2,047,874
 
$
1,027,327
 
Net investment in note receivable
 
2,649,857
   
                                    -
 
Net investment in finance lease
 
10,270,681
   
                                    -
 
Investment in joint ventures
 
4,603,756
   
897,996
 
Other assets
 
11,668
   
18,693
Total assets
$
19,583,836
 
$
1,944,016
Liabilities and Equity
Liabilities:
             
 
Due to Investment Manager and affiliates
$
798,441
 
$
105,564
 
Accrued expenses and other liabilities
 
482,854
   
92,513
   
Total liabilities
 
1,281,295
   
198,077
                   
Commitments and contingencies
         
                   
Equity:
           
 
Shareholders' capital:
         
     
Class A
 
13,052,153
   
1,693,429
     
Class I
 
339,703
   
52,510
       
Total shareholders' capital
 
13,391,856
   
1,745,939
 
Noncontrolling interests
 
4,910,685
   
                                    -
   
Total Equity
 
18,302,541
   
1,745,939
Total liabilities and equity
$
19,583,836
 
$
1,944,016
 
 
6

 
 
ICON ECI Fund Sixteen
(A Delaware Statutory Trust)
Financial Statements
Statement of Operations (unaudited)
 
     
Three Months Ended
 
Nine Months Ended
     
September 30, 2014
 
September 30, 2014
Revenue:
         
 
Finance income
$
93,093
 
$
93,093
 
Income from investment in joint ventures
 
166,547
   
365,552
 
Other income
 
11
   
11
   
Total revenue
 
259,651
   
458,656
               
Expenses:
         
 
Management fees
 
27,702
   
62,075
 
Administrative expense reimbursements
 
132,432
   
459,505
 
General and administrative
 
51,197
   
205,699
 
Interest
 
7,236
   
17,166
 
Organization costs
 
1,047
   
6,622
   
Total expenses
 
219,614
   
751,067
Net income (loss)
 
40,037
   
(292,411)
 
Less: net income attributable to noncontrolling interests
 
43,768
   
                       43,768
Net loss attributable to Fund Sixteen
$
(3,731)
 
$
(336,179)
               
               
Net loss attributable to Fund Sixteen allocable to:
         
 
Additional Class A and Class I shareholders
$
(3,694)
 
$
(332,817)
 
Managing Owner
 
(37)
   
(3,362)
     
$
(3,731)
 
$
(336,179)
               
Additional Class A shares:
         
 
Net loss attributable to Fund Sixteen allocable to additional Class A shareholders
$
(3,687)
 
$
(328,189)
 
Weighted average number of additional Class A shares outstanding
 
14,502
   
10,101
 
Net loss attributable to Fund Sixteen per weighted average additional Class A share
$
(0.25)
 
$
(32.49)
               
Additional Class I shares:
         
 
Net loss attributable to Fund Sixteen allocable to additional Class I shareholders
$
(7)
 
$
(4,628)
 
Weighted average number of additional Class I shares outstanding
 
328
   
190
 
Net loss attributable to Fund Sixteen per weighted average additional Class I share
$
(0.02)
 
$
(24.36)
 
7

 
 
ICON ECI Fund Sixteen
(A Delaware Statutory Trust)
Financial Statements
Consolidated Statements of Changes in Equity
 
   
Class A
 
Class I
       
   
Managing Owner
 
Additional Shareholders
 
Total Class A
 
Additional Shareholders
 
Noncontrolling interests
 
Total
   
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Amount
 
Shares
 
Amount
Balance, December 31, 2013
0.001
 
$
(1,161)
 
2,016
 
$
1,694,590
 
2,016
 
$
1,693,429
 
65
 
$
52,510
 
$
                         -
 
2,081
 
$
1,745,939
 
Net loss
        -
   
(1,848)
 
         -
   
(180,661)
 
        -
   
(182,509)
 
       -
   
(2,300)
   
                         -
 
           -
   
(184,809)
 
Proceeds from sale of shares
        -
   
             -
 
6,005
   
5,968,452
 
6,005
   
5,968,452
 
       -
   
          -
   
                         -
 
6,005
   
5,968,452
 
Sales and offering expenses
        -
   
             -
 
         -
   
(587,385)
 
        -
   
(587,385)
 
       -
   
(1,308)
   
                         -
 
           -
   
(588,693)
 
Distributions
        -
   
(625)
 
         -
   
(60,524)
 
        -
   
(61,149)
 
       -
   
(1,273)
   
                         -
 
           -
   
(62,422)
Balance, March 31, 2014
0.001
   
(3,634)
 
8,021
   
6,834,472
 
8,021
   
6,830,838
 
65
   
47,629
   
                         -
 
8,086
   
6,878,467
 
(unaudited)
                                                     
 
Net loss
        -
   
(1,477)
 
         -
   
(143,841)
 
        -
   
(145,318)
 
       -
   
(2,321)
   
                         -
 
           -
   
(147,639)
 
Proceeds from sale of shares
        -
   
             -
 
5,458
   
5,422,039
 
5,458
   
5,422,039
 
158
   
147,100
   
                         -
 
5,616
   
5,569,139
 
Sales and offering expenses
        -
   
             -
 
         -
   
(541,813)
 
        -
   
(541,813)
 
       -
   
(6,237)
   
                         -
 
           -
   
(548,050)
 
Distributions
        -
   
(1,834)
 
         -
   
(209,055)
 
        -
   
(210,889)
 
       -
   
(3,403)
   
                         -
 
           -
   
(214,292)
Balance, June 30, 2014
0.001
   
(6,945)
 
13,479
   
11,361,802
 
13,479
   
11,354,857
 
223
   
182,768
   
                         -
 
13,702
   
11,537,625
 
(unaudited)
                                                     
 
Net (loss) income
        -
   
(37)
 
         -
   
(3,687)
 
        -
   
(3,724)
 
       -
   
(7)
   
43,768
 
           -
   
40,037
 
Proceeds from sale of shares
        -
   
             -
 
2,221
   
2,209,624
 
2,221
   
2,209,624
 
183
   
169,860
   
                         -
 
2,404
   
2,379,484
 
Sales and offering expenses
        -
   
             -
 
         -
   
(220,718)
 
        -
   
(220,718)
 
       -
   
(6,380)
   
                         -
 
           -
   
(227,098)
 
Distributions
        -
   
(2,848)
 
         -
   
(285,038)
 
        -
   
(287,886)
 
       -
   
(6,538)
   
              (347,473)
 
           -
   
(641,897)
 
Investment by noncontrolling interests
        -
   
             -
 
         -
   
              -
 
        -
   
              -
 
       -
   
          -
   
            5,214,390
 
           -
   
5,214,390
Balance, September 30, 2014
(unaudited)
0.001
 
$
(9,830)
 
15,700
 
$
13,061,983
 
15,700
 
$
13,052,153
 
406
 
$
339,703
 
$
4,910,685
 
16,106
 
$
18,302,541
 
8

 
 
ICON ECI Fund Sixteen
(A Delaware Statutory Trust)
Financial Statements
Consolidated Statement of Cash Flows (unaudited)
 
     
Nine Months Ended
     
September 30, 2014
Cash flows from operating activities:
   
 
Net loss
$
(292,411)
 
Adjustments to reconcile net loss to net cash provided by operating activities:
   
   
Finance income
 
                         5,467
   
Income from investment in joint ventures
 
(365,552)
   
Interest expense from amortization of debt financing costs
 
7,025
   
Interest expense, other
 
5,973
 
Changes in operating assets and liabilities:
   
   
Due to Investment Manager and affiliates, net
 
427,891
   
Accrued expenses and other liabilities
 
40,532
   
Distributions from joint ventures
 
345,936
Net cash provided by operating activities
 
174,861
Cash flows from investing activities:
   
 
Purchase of equipment
 
              (10,798,469)
 
Investment in note receivable
 
(2,626,471)
 
Principal received on finance lease
 
                     522,739
 
Investment in joint ventures
 
                (4,904,295)
 
Distributions received from joint ventures in excess of profit
 
1,319,675
Net cash used in investing activities
 
(16,486,821)
Cash flows from financing activities:
   
 
Sale of Class A and Class I shares
 
13,917,075
 
Sales and offering expenses paid
 
(880,347)
 
Investment by noncontrolling interests
 
                  5,214,390
 
Distributions to noncontrolling interests
 
                   (347,473)
 
Distributions to shareholders
 
                   (571,138)
Net cash provided by financing activities
 
17,332,507
Net increase in cash
 
1,020,547
Cash, beginning of period
 
1,027,327
Cash, end of period
$
2,047,874
         
         
Supplemental disclosure of non-cash investing and financing activities:
   
 
Offering expenses payable to Investment Manager charged to equity
$
128,540
 
Distribution fees payable to dealer-manager
$
11,135
 
Sales commission trail payable to third parties
$
343,836
 
Acquisition fee payable to Investment Manager
$
125,328
 
 
9

 

ICON ECI Fund Sixteen
 
Forward Looking Statements
 
Certain statements within this document may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”).  These statements are being made pursuant to the PSLRA, with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by law, we assume no obligation to update or supplement such statements.  Forward-looking statements are those that do not relate solely to historical fact.  They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events.  You can identify these statements by the use of words such as “may,” “will,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,” “intend,” “predict” or “project” and variations of these words or comparable words or phrases of similar meaning.  These forward-looking statements reflect our current beliefs and expectations with respect to future events and are based on assumptions and are subject to risks and uncertainties and other factors outside our control that may cause actual results to differ materially from those projected.  We undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
 
Additional Information

A detailed financial report on SEC Form 10-Q or 10-K (whichever is applicable) is available to you.  It is typically filed either 45 or 90 days after the end of a quarter or year, respectively.  Usually this means a filing will occur on or around March 31, May 15, August 14, and November 14 of each year.  It contains financial statements and detailed sources and uses of cash plus explanatory notes.  You are always entitled to these reports.  Please access them by:
 
·  
Visiting www.iconinvestments.com, or
·  
Visiting www.sec.gov, or
·  
Writing us at: Angie Seenauth c/o ICON Investments, 3 Park Avenue, 36th Floor, New York, NY 10016
 
We do not distribute these reports to you directly in order to keep our expenses down as the cost of mailing this report to all investors is significant.  Nevertheless, the reports are immediately available upon your request.
 
 
10