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8-K - FORM 8-K - ICON ECI FUND FIFTEEN, L.P.v468261_8k.htm

 

Exhibit 99.1

 

ICON ECI Fund Fifteen, L.P.

 

ANNUAL PORTFOLIO OVERVIEW

 

 

2016

 

 

   

 

  

Table of Contents  
   
Introduction to Portfolio Overview 1
   
Investments During the Quarter 1
   
Dispositions During the Quarter 2
   
Disposition Following the Quarter 2
   
Portfolio Overview 3
   
Discussion 5
   
10% Status Report 7
   
Revolving Line of Credit 7
   
Performance Analysis 7
   
Transactions with Related Parties 9
   
Financial Statements 11
   
Forward Looking Statements 16
   
Additional Information 16

 

   

 

  

ICON ECI Fund Fifteen, L.P.

 

As of April 30, 2017

Introduction to Portfolio Overview

 

We are pleased to present ICON ECI Fund Fifteen, L.P.’s (the “Fund”) Portfolio Overview for the year ended December 31, 2016. References to “we,” “us,” and “our” are references to the Fund, references to the “General Partner” are references to the general partner of the Fund, ICON GP 15, LLC, and references to the “Investment Manager” are references to the investment manager of the Fund, ICON Capital, LLC.

 

The Fund makes investments in companies that utilize equipment and other corporate infrastructure (collectively, “Capital Assets”) to operate their businesses. These investments are primarily structured as debt and debt-like financings (such as loans and leases) that are collateralized by Capital Assets.

 

The Fund raised $196,688,918 commencing with its initial offering on June 6, 2011 through the closing of the offering on June 6, 2013. During the operating period, we anticipate continuing to invest in Capital Assets. Following our operating period, we will enter our liquidation period, during which time the loans and leases we own will mature or be sold in the ordinary course of business.

 

 

Investments During the Quarter

 

The Fund made the following investments during the quarter ended December 31, 2016:

 

   
Canada Feeder Lines B.V.
Investment Date: 12/21/2016 Collateral:   Motor cargo vessel
Structure: Loan  
Maturity Date: 12/21/2020  
Facility Amount: $7,400,000  
Fund Participation: $5,550,000  
         

 

   
Lubricating Specialties Company
Investment Date: 12/30/2016 Collateral:   Liquid storage tanks, blending lines and packaging equipment
Structure: Loan  
Maturity Date: 12/30/2020  
Facility Amount: $32,500,000  
Fund Participation: $24,375,000  
         

 

 Page 1 

 

 

ICON ECI Fund Fifteen, L.P.

 

Dispositions During the Quarter

 

The Fund disposed of the following investments during the quarter ended December 31, 2016:

 

   
Inotera Memories, Inc.
Structure: Lease Collateral: An ASML Twinscan NXT 1970ci photolithograph immersion scanner used in semiconductor manufacturing
Disposition Date: 11/30/2016  
The Fund’s Investment: $15,263,000  
Total Proceeds Received: $20,172,000  
         

 

  Lubricating Specialties Company
Structure: Loan Collateral: Liquid storage tanks,
blending lines and
packaging equipment
Disposition Date: 12/30/2016  
The Fund’s Investment: $13,500,000  
Total Proceeds Received: $20,028,000  

 

Disposition Following the Quarter

 

The Fund disposed of the following investment after the quarter ended December 31, 2016:

 

   
Sargeant Marine, Inc.
Structure: Loan Collateral:

Asphalt carrier vessel

 

Disposition Date: 1/24/2017  
The Fund’s Investment: $1,800,000  
Total Proceeds Received: $2,758,000  
         

 

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ICON ECI Fund Fifteen, L.P.

 

Portfolio Overview

 

As of December 31, 2016, our portfolio consisted of the following investments:

 

Canada Feeder Lines B.V.
Structure: Loan Collateral: Motor cargo vessel
       
Maturity Date: 12/21/2020  
  Current Status: Performing Net Carrying Value: $5,447,517 (1)
         

 

   
Kyla Shipping Company
Structure: Loan Collateral: A dry bulk carrier
Maturity Date: 11/22/2016    
  Current Status: See Discussion Net Carrying Value: $0 (1)
   

 

   
Lubricating Specialties Company
Structure: Loan Collateral: Liquid storage tanks, blending lines and packaging equipment
Maturity Date: 12/30/2020  
  Current Status: Performing Net Carrying Value: $22,671,258 (1)
         

 

   
Bergshav Product Tankers
Structure: Loan Collateral: Three product tanker vessels
Maturity Date: 10/4/2017    
  Current Status: Performing Net Carrying Value: $7,123,187 (1)
         

 

         
Sargeant Marine, Inc.  
Structure: Loan Collateral: Asphalt carrier vessel
Maturity Date: 12/31/2018    
Current Status: Performing Net Carrying Value: $1,388,700 (1)
         

  

   
Técnicas Maritimas Avanzadas, S.A. de C.V.
Structure: Loan Collateral: Four platform supply vessels
Maturity Date: 8/27/2019    
   
Current Status: See Discussion Net Carrying Value: $3,500,489 (1)
         

 

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ICON ECI Fund Fifteen, L.P.

 

 

Portfolio Overview (Continued)

 

   
Challenge Mfg. Company, LLC
Structure: Lease Collateral: Auxiliary support equipment and robots
Expiration Date: 10/9/2020    
   
Current Status: Performing Net Carrying Value: $2,320,550 (2)
         

 

   
Fugro N.V.
Structure: Lease Collateral: Two mini geotechnical drilling vessels
Expiration Date: 12/24/2027    
Current Status: Performing Net Carrying Value: $19,109,516 (3)
         

 

   
Ezra Holdings Limited
Structure: Lease Collateral: Offshore support vessel
Expiration Date: 6/3/2021    
  Current Status: See Discussion Net Carrying Value: $0 (4)
         

 

   
SIVA Global Ships Limited
Structure: Lease Collateral: Two liquefied petroleum gas tanker vessels
Expiration Dates: 3/28/2022
  4/8/2022    
Current Status: Performing Net Carrying Value: $1,472,036 (5)
         

 

   
Blackhawk Mining, LLC
Structure: Lease Collateral: Mining equipment
Expiration Date: 2/28/2018    
Current Status: Performing Net Carrying Value: $1,188,632 (5)
         

 

   
Pacific Radiance Ltd.
Structure: Lease Collateral: Offshore supply vessel
Expiration Date: 6/12/2024    
Current Status: Performing Net Carrying Value: $1,698,896 (5)
         

 

 Page 4 

 

  

ICON ECI Fund Fifteen, L.P.

 

Portfolio Overview (Continued)

 

   
Jurong Aromatics Corporation Pte. Ltd.
Structure: Loan Collateral: Equipment, plant, and machinery associated with the condensate splitter and aromatics complex located on Jurong Island, Singapore
Maturity Date: 1/16/2021  
     
  Current Status: See Discussion Net Carrying Value: $0 (6)
         

(1) Net carrying value of our investment in note receivable is the sum of the remaining principal outstanding and the unamortized initial direct costs, less deferred fees and the credit loss reserve.

(2) 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 is our investment in finance lease less any outstanding indebtedness associated with the investment.

(3) This investment is through a joint venture that we consolidated and presented on our consolidated balance sheets as leased equipment at cost. Leased equipment at cost is the cost of the equipment and initial direct costs, less accumulated depreciation and accumulated amortization. Net carrying value of our investment in leased equipment at cost is leased equipment at cost less any outstanding indebtedness associated with the investment.

(4) This investment is through a joint venture that we consolidated and presented on our consolidated balance sheets as net investment in finance lease. 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 represents our proportionate share of the investment, less any outstanding indebtedness associated with the investment, and includes the recognition of an investment by noncontrolling interests for the share of such investment held by the joint venture’s noncontrolling interest holders.

(5) 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.

(6) 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. Our Investment Manager determined to fully reserve the outstanding balance of the loan as of June 30, 2016.

 

 

Discussion

 

Jurong Aromatics Corporation Pte. Ltd.

Jurong Aromatics Corporation Pte. Ltd. (“Jurong”) owns and operates a $2 billion state-of-the-art aromatics plant. We participated in a subordinated loan in April 2011 alongside Standard Chartered Bank and BP Singapore Pte. Ltd., which was part of a $2 billion financing package that included over $500 million in equity from strategic investors. While the plant was completed on time, a combination of industry headwinds, the price decline of energy and other commodities and an economic slowdown in China and India forced Jurong into receivership, as the company did not have the liquidity to continue operations. In July 2016, a tolling arrangement with Jurong’s suppliers was implemented and the plant resumed operations. The Receiver has formally commenced the process of marketing the plant for sale and has received several bids. At this time, we are unable to predict whether the ultimate proceeds received by Jurong in connection with any such sale will result in a recovery of some of our investment. We will continue to closely monitor the operations of Jurong, the receivership process and the marketing process for sale of the plant through regular communications with the Receiver and certain other stakeholders.

 

Kyla Shipping Company

Kyla Shipping Company (“Kyla”) is a Greece-based ship management company. In 2011, we made a second lien loan secured by one of Kyla's dry bulk vessels. Currently, there are extreme headwinds facing the dry bulk market, mostly as a result of weak economic growth leading to low dry bulk ton-mile demand in relation to the size of the fleet. The loan matured on November 22, 2016 and Kyla has failed to repay the outstanding balance. Given the depressed market and Kyla’s impaired ability to service its debt, we have fully reserved the outstanding balance. Kyla is currently maintaining the vessel and operating it in the spot market. We believe that, for the foreseeable future, allowing Kyla to continue to maintain the vessel while we continue to discuss the unpaid balance of the loan with Kyla and the guarantor and hope for a market recovery is the best option.

 

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ICON ECI Fund Fifteen, L.P.

 

Discussion (Continued)

 

Técnicas Maritimas Avanzadas, S.A. de C.V.

On August 27, 2014, we, ICON Leasing Fund Twelve Liquidating Trust (formerly, ICON Leasing Fund Twelve, LLC) and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. (“Fund Fourteen”), each an entity also managed by our Investment Manager (collectively, “ICON”), advanced Técnicas Maritimas Avanzadas, S.A. de C.V. (“TMA”) a senior secured facility of $29,000,000 secured by two offshore supply vessels.  On November 24, 2014, such facility agreement was amended to allow for a senior secured first lien and second lien structure and to include an additional two offshore supply vessels as security for the facility. A senior secured first lien tranche of $66,000,000 was funded by an unrelated third party and ICON’s original loan of $29,000,000 was converted to the senior secured second lien tranche. As a condition to the amendment and increased facility size, TMA was required to have all four vessels under contract by March 31, 2015.

 

On March 31, 2015, TMA defaulted on the facility because only two of the four vessels had commenced employment.  As a result, the senior lender is, among other things, entitled to receive all cash flow from the existing employed vessels to pay interest and reduce its principal balance.  While our loan has not been paid in accordance with the facility agreement, our collateral position continues to improve as the principal balance of the senior secured first lien tranche is paid down at a faster rate. In January 2016, the remaining two previously unchartered vessels had commenced employment. Based on, among other things, TMA’s payment history and estimated collateral value, our Investment Manager continues to believe that all contractual interest and outstanding principal payments under ICON’s tranche of the facility are collectible. Interest on ICON's tranche is currently being accrued. 

 

Ezra

 

On December 19, 2011, a joint venture owned 40% by Fund Fourteen and 60% by us agreed to purchase an offshore support vessel, the AMC Ambassador (f/k/a the Lewek Ambassador), from Ezram LLC, a wholly-owned subsidiary of Ezra Holdings Limited ("Ezra").  The joint venture entered into a bareboat charter with Gallatin Marine Management, LLC ("Gallatin") for a period of nine years commencing on June 4, 2012.  In May 2016, Gallatin began paying its monthly charter payments late and all charter payments ceased since the payment due in December 2016. In December 2016, Ezra hired a restructuring advisor. In January 2017, our Investment Manager was informed that, following a deterioration of Ezra’s and its affiliated companies’ financial condition during the fourth quarter of 2016, payments under the bareboat charter could no longer be reasonably expected to be made. On February 6, 2017, EMAS Chiyoda Subsea Limited (“EMAS”), the time charterer of the vessel, filed a petition in Singapore to wind up and liquidate the company. In addition, Ezra may become subject to a winding up order in Singapore. On February 27, 2017, both Gallatin and EMAS commenced voluntary Chapter 11 proceedings in the Bankruptcy Court in the Southern District of Texas. On March 7, 2017, Gallatin and EMAS filed a motion with the bankruptcy court to reject the bareboat and time charters. On March 18, 2017, Ezra commenced a voluntary Chapter 11 proceeding in the Bankruptcy Court in the Southern District of New York. In April 2017, the bankruptcy court approved the motion filed by Gallatin and EMAS to reject the bareboat and time charters with an effective date of March 12, 2017. As a result, the bareboat and time charters were deemed terminated as of such date. Our Investment Manager is currently in the process of taking physical possession of the vessel and seeking new charter proposals to re-employ the vessel.

 

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ICON ECI Fund Fifteen, L.P.

 

10% Status Report

 

As of December 31, 2016, two mini geotechnical drilling vessel bareboat chartered to Fugro N.V. (“Fugro”) were the investments in equipment that individually constituted at least 10% of the net book value of our investment portfolio. The vessels are scheduled to remain on bareboat charter during the 2017 calendar year.

 

As of December 31, 2016, the mini geotechnical drilling vessels bareboat chartered to Fugro had one hundred thirty one payments remaining. To the best of our Investment Manager’s knowledge, both mini geotechnical drilling vessels remain seaworthy, and are maintained in accordance with commercial marine standards and applicable laws and regulations of the governing shipping registry as required under each bareboat charter.

 

 

 

Revolving Line of Credit

 

We have an agreement with California Bank & Trust (“CB&T”) for a revolving line of credit through May 30, 2017 of up to $12,500,000 (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.

 

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 December 31, 2016, there were no obligations outstanding under the Facility and we were in compliance with all covenants related to the Facility.

 

 

 

Performance Analysis

 

Capital Invested as of December 31, 2016 $279,781,406
Leverage Ratio 0.95:1*
% of Receivables Collected for the Quarter Ended December 31, 2016 59.15%**

* Leverage ratio is defined as total liabilities divided by total equity.

** Collections as of April 30, 2017. The uncollected receivables relate to our investment with Ezra, TMA and Kyla.

 

One of our objectives is to provide cash distributions to our partners. In order to assess our ability to meet this objective, unaffiliated broker dealers, third party due diligence providers and other members of the investing community have requested that we report a financial measure that can be reconciled to our financial statements and can be used to assess our ability to support cash distributions from our business operations. We refer to this financial measure as cash available from our business operations, or CABO. CABO is not equivalent to our net operating income or loss as determined under GAAP. Rather, it is a measure that may be a better financial measure for an equipment fund because it measures cash generated by investments, net of management fees and expenses, during a specific period of time. We define CABO as the net change in cash during the period plus distributions to partners and investments made during such period, less the debt proceeds used to make such investments and the activity related to the Facility, as well as the net proceeds from equity raised through the sale of interests during such period, if any.

 

We believe that CABO may be an appropriate supplemental measure of an equipment fund’s performance because it is based on a measurement of cash during a specific period that excludes cash from non-business operations, such as distributions, investments and equity raised.

 

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ICON ECI Fund Fifteen, L.P.

 

Presentation of this information is intended to assist unaffiliated broker dealers, third party due diligence providers and other members of the investing community in understanding the Fund’s ability to support its distributions from its business operations. It should be noted, however, that no other equipment funds calculate CABO, and therefore comparisons with other equipment funds are not meaningful. CABO should not be considered as an alternative to net income (loss) as an indication of our performance or as an indication of our liquidity. CABO should be reviewed in conjunction with other measurements as an indication of our performance.

 

Cash Available from Business Operations, or CABO, is the cash generated by investments during a specific period of time, net of fees and expenses, excluding distributions to partners, net equity raised and investments made.

 

Net Change in Cash per GAAP Cash
Flow Statement
 

Business Operations

Net cash flow generated by our
investments, net of fees and expenses
(CABO)

 

Non-Business Operations

Net Equity Raised

Cash expended to make investments

and Distributions to Partners

 

As indicated above, the total net change in cash is the aggregate of the net cash flows from Business Operations and the net cash flows from Non-Business Operations. By taking the total net change in cash and removing the cash activity related to Non-Business Operations (distributions, investments and equity raised), the amount remaining is the net cash available from Business Operations (net cash flows generated by investments, net of fees and expenses).

 

In summary, CABO is calculated as:

 

Net change in cash during the period per the GAAP cash flow statement

+ distributions to Partners during the period

+ investments made during the period

- debt proceeds to be specifically used to make an investment

- net proceeds from the sale of Interests during the period

= CABO

 

Cash Available From Business Operations

for the Period January 1, 2016 through December 31, 2016

 

Cash balance at January 1, 2016  $18,067,904    
Cash balance at December 31, 2016  $46,375,576      
           
Net change in cash       $28,307,672 
           
Add Back:          
Distributions paid to partners from January 1, 2016 through December 31, 2016       $11,966,314 
           
Investments made during the period          
Investment in joint ventures  $12,060      
Purchase of equipment  $9,875,000      
Payment of debt financing costs  $1,706,250      
Investment in notes receivable  $28,115,250      
        $39,708,560 
           
           
Cash Available from Business Operations (CABO)       $79,982,546(1)

 

(1)Cash available from business operations includes the collection of principal and interest from our investments in notes receivable and finance leases.

 

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ICON ECI Fund Fifteen, L.P.

 

Transactions with Related Parties

 

We have entered into certain agreements with our General Partner, our Investment Manager, and CĪON Securities, LLC, formerly known as ICON Securities, LLC (“CĪON Securities”), an affiliate of our Investment Manager and the dealer-manager of our offering, whereby we pay or paid certain fees and reimbursements to these parties. CĪON Securities was entitled to receive a 3% underwriting fee from the gross proceeds from sales of our limited partnership interests, of which up to 1% were paid to unaffiliated broker-dealers as a fee for their assistance in marketing the Fund and coordinating sales efforts.

 

In addition, we reimbursed our General Partner and its affiliates for organizational and offering expenses incurred in connection with our organization and offering. The reimbursement of these expenses was capped at the lesser of 1.44% of the gross offering proceeds (assuming all of our limited partnership interests were sold in the offering) and the actual costs and expenses incurred by our General Partner and its affiliates.

 

We pay or paid our Investment Manager (i) a management fee of up to 3.5% of the gross periodic payments due and paid from our investments, and (ii) acquisition fees, through the end of the operating period, equal to 2.5% of the total purchase price (including indebtedness incurred or assumed and all fees and expenses incurred in connection therewith) of, or the value of the Capital Assets secured by or subject to, our investments. Effective July 1, 2016, our Investment Manager reduced its management fee by 50% (up to 1.75% of the gross periodic payments due and paid from our investments).

 

Our General Partner and its affiliates also perform certain services relating to the management of our portfolio. Such services include, but are not limited to, credit analysis and underwriting, receivables management, portfolio management, accounting, financial and tax reporting, and remarketing and marketing services.

 

In addition, our General Partner and its affiliates are reimbursed for administrative expenses incurred in connection with our operations. Administrative expense reimbursements are costs incurred by our General Partner or its affiliates that are necessary to our operations.

 

Our General Partner also has a 1% interest in our profits, losses, distributions and liquidation proceeds. We paid distributions to our General Partner of $119,663 and $159,507 for the years ended December 31, 2016 and 2015, respectively. Additionally, our General Partner’s interest in our net income (loss) was $2,487 and $(105,050) for the years ended December 31, 2016 and 2015, respectively.

 

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

 

         Years Ended December 31, 
Entity  Capacity  Description  2016   2015 
ICON Capital, LLC  Investment Manager  Acquisition fees (1)  $-   $2,853,563 
ICON Capital, LLC  Investment Manager  Management fees (2)   1,149,563    1,820,446 
ICON Capital, LLC  Investment Manager  Administrative expense reimbursements (2)   1,642,715    1,940,952 
Fund Fourteen  Noncontrolling interest  Interest expense (2)   410,565    411,509 
         $3,202,843   $7,026,470 

 

(1)Amount capitalized and amortized to operations.
(2)Amount charged directly to operations.

 

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ICON ECI Fund Fifteen, L.P.

 

Transactions with Related Parties (Continued)

 

At December 31, 2016, we had a net payable of $3,208,866 due to our General Partner and affiliates that primarily consisted of a note payable of $2,917,799 and accrued interest of $28,863 due to Fund Fourteen related to its noncontrolling interest in a vessel, the AMC Ambassador, and administrative expense reimbursements of $113,475 and management fees of $176,427 due to our Investment Manager.

 

At December 31, 2015, we had a net payable of $5,682,643 due to our General Partner and affiliates that primarily consisted of a note payable of $2,614,691 and accrued interest of $30,396 due to Fund Fourteen related to its noncontrolling interest in the AMC Ambassador, and administrative expense reimbursements of $519,380 and acquisition fees of $2,437,500 due to our Investment Manager.

 

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.

 

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ICON ECI Fund Fifteen, L.P.

 

Financial Statements (A Delaware Limited Partnership)
Consolidated Balance Sheets  

 

   December 31, 
   2016   2015 
Assets          
Cash  $46,375,576   $18,067,904 
Net investment in notes receivable   40,131,151    30,013,756 
Leased equipment at cost (less accumulated depreciation of $6,530,460 and $40,253,258, respectively)   118,042,681    183,584,053 
Net investment in finance leases   10,320,550    59,683,406 
Investment in joint ventures   4,359,617    13,209,019 
Derivative financial instruments   1,583,000    - 
Other assets   5,178,094    7,332,096 
Total assets  $225,990,669   $311,890,234 
Liabilities and Equity          
Liabilities:          
Non-recourse long-term debt  $88,072,012   $148,023,063 
Due to General Partner and affiliates, net   3,208,866    5,682,643 
Seller's credits   14,331,692    13,437,087 
Accrued expenses and other liabilities   4,403,106    3,047,361 
Total liabilities   110,015,676    170,190,154 
           
Equity:          
Partners' equity:          
Limited partners   111,845,247    123,445,636 
General Partner   (637,428)   (520,252)
Total partners' equity   111,207,819    122,925,384 
Noncontrolling interests   4,767,174    18,774,696 
Total equity   115,974,993    141,700,080 
Total liabilities and equity  $225,990,669   $311,890,234 

 

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ICON ECI Fund Fifteen, L.P.

 

Financial Statements (A Delaware Limited Partnership)
Consolidated Statements of Operations  

 

   Years Ended December 31, 
   2016   2015 
Revenue and other income:          
Finance income  $5,987,539   $9,568,950 
Rental income   41,522,233    44,257,695 
Loss from investment in joint ventures   (1,038,597)   (11,289,362)
Gain on sale of assets, net   -    983,474 
Gain on sale of subsidiaries   1,190,836    - 
Gain on sale of investment in joint venture   9,427    - 
Gain on derivative financial instruments   1,199,915    - 
Other loss   (48,528)   (241,478)
Total revenue and other income   48,822,825    43,279,279 
           
Expenses:          
Management fees   1,149,563    1,820,446 
Administrative expense reimbursements   1,642,715    1,940,952 
General and administrative   2,197,472    1,977,476 
Interest   7,838,691    6,368,656 
Depreciation   29,672,712    32,244,342 
Impairment loss   -    1,180,260 
Credit loss   7,271,958    6,095,300 
Total expenses   49,773,111    51,627,432 
Loss before income taxes   (950,286)   (8,348,153)
Income tax expense   430,840    - 
Net loss   (1,381,126)   (8,348,153)
Less: net (loss) income attributable to noncontrolling interests   (1,629,875)   2,156,883 
Net income (loss) attributable to Fund Fifteen  $248,749   $(10,505,036)
           
Net income (loss) attributable to Fund Fifteen allocable to:          
Limited partners  $246,262   $(10,399,986)
General Partner   2,487    (105,050)
   $248,749   $(10,505,036)
           
Weighted average number of limited partnership interests outstanding   197,385    197,385 
Net income (loss) attributable to Fund Fifteen per weighted average limited partnership interest outstanding  $1.25   $(52.69)

 

 Page 12 

 

 

ICON ECI Fund Fifteen, L.P.

 

Financial Statements (A Delaware Limited Partnership)
Consolidated Statements of Changes in Equity

 

   Partners' Equity         
   Limited           Total         
   Partnership   Limited   General   Partners'   Noncontrolling   Total 
   Interests   Partners   Partner   Equity   Interests   Equity 
Balance, December 31, 2014   197,489   $149,696,027   $(255,695)  $149,440,332   $9,672,402   $159,112,734 
                               
Net (loss) income   -    (10,399,986)   (105,050)   (10,505,036)   2,156,883    (8,348,153)
Distributions   -    (15,791,266)   (159,507)   (15,950,773)   (2,014,802)   (17,965,575)
Investments by noncontrolling interests   -    -    -    -    8,960,213    8,960,213 
Repurchase of limited partnership interests   (104)   (59,139)   -    (59,139)   -    (59,139)
Balance, December 31, 2015   197,385    123,445,636    (520,252)   122,925,384    18,774,696    141,700,080 
                               
Net income (loss)   -    246,262    2,487    248,749    (1,629,875)   (1,381,126)
Distributions   -    (11,846,651)   (119,663)   (11,966,314)   (5,590,289)   (17,556,603)
Deconsolidation of subsidiaries   -    -    -    -    (6,787,358)   (6,787,358)
Balance, December 31, 2016   197,385   $111,845,247   $(637,428)  $111,207,819   $4,767,174   $115,974,993 

 

 Page 13 

 

 

ICON ECI Fund Fifteen, L.P.

 

Financial Statements (A Delaware Limited Partnership)
Consolidated Statements of Cash Flows  

 

   Years Ended December 31, 
   2016   2015 
Cash flows from operating activities:          
Net loss  $(1,381,126)  $(8,348,153)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Finance income   1,018,201    1,763,964 
Credit loss   7,271,958    6,095,300 
Rental income paid directly to lenders by lessees   -    (2,925,234)
Rental income recovered from forfeited security deposit   -    (2,638,850)
Loss from investment in joint ventures   1,038,597    11,289,362 
Depreciation   29,672,712    32,244,342 
Impairment loss   -    1,180,260 
Interest expense on non-recourse financing paid directly to lenders by lessees   -    207,945 
Interest expense from amortization of debt financing costs   775,859    386,184 
Interest expense from amortization of seller's credit   716,155    303,742 
Other financial (gain) loss   (1,526,759)   212,277 
Gain on sale of assets, net   -    (983,474)
Paid-in-kind interest   323,252    17,931 
Gain on sale of subsidiaries   (1,190,836)   - 
Gain on sale of investment in joint venture   (9,427)   - 
Changes in operating assets and liabilities:          
Other assets   1,888,943    2,217,243 
Deferred revenue   1,031,120    (600,044)
Due from General Partner and affiliates, net   (2,797,029)   131,915 
Distributions from joint ventures   963,295    1,080,288 
Accrued expenses and other liabilities   1,601,050    (1,708,683)
Net cash provided by operating activities   39,395,965    39,926,315 
Cash flows from investing activities:          
Purchase of equipment   (9,875,000)   (21,879,088)
Proceeds from sale of leased equipment   34,134,981    5,164,076 
Investment in joint ventures   (12,060)   (5,039,627)
Principal received on finance leases   30,386,469    4,433,811 
Investment in notes receivable   (28,115,250)   - 
Distributions received from joint ventures in excess of profits   2,366,890    1,716,179 
Proceeds from sale of subsidiaries   25,469,734    - 
Proceeds from sale of investment in joint venture   4,502,107    - 
Change in restricted cash   236,061    (3,000,000)
Principal received on notes receivable   17,153,935    21,806,305 
Net cash provided by investing activities   76,247,867    3,201,656 
Cash flows from financing activities:          
Repayment of non-recourse long-term debt   (67,993,307)   (34,800,739)
Repayment of seller's credits   (80,000)   - 
Payment of debt financing costs   (1,706,250)   (722,644)
Investments by noncontrolling interests   -    8,147,713 
Distributions to noncontrolling interests   (5,590,289)   (2,014,802)
Repurchase of limited partnership interests   -    (59,139)
Distributions to partners   (11,966,314)   (15,950,773)
Net cash used in financing activities   (87,336,160)   (45,400,384)
Net increase (decrease) in cash   28,307,672    (2,272,413)
Cash, beginning of year   18,067,904    20,340,317 
Cash, end of year  $46,375,576   $18,067,904 

 

 Page 14 

 

 

ICON ECI Fund Fifteen, L.P.

 

Financial Statements (A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (Continued)

 

   Years Ended December 31, 
   2016   2015 
Supplemental disclosure of cash flow information:          
Cash paid for interest  $6,507,348   $3,697,030 
           
Supplemental disclosure of non-cash investing and financing activities:          
Deconsolidation of subsidiaries - noncontrolling interests  $6,787,358   $- 
Vessel purchased with non-recourse long-term debt paid directly to seller  $45,500,000   $45,500,000 
Proceeds from sale of equipment paid directly to lender in settlement of non-recourse long-term debt and interest  $-   $4,292,780 
Principal and interest on non-recourse long-term debt paid directly to lenders by lessees  $-   $2,925,234 
Vessel purchased with subordinated non-recourse financing provided by seller  $6,917,883   $6,905,258 
Investment by noncontrolling interests  $-   $812,500 
Unfunded debt financing costs  $-   $682,500 
Acquisition fees payable to Investment Manager  $-   $2,662,096 

 

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ICON ECI Fund Fifteen, L.P.

 

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

 

“Total Proceeds Received,” as referenced in the sections entitled Dispositions During the Quarter and Disposition Following the Quarter, does not include proceeds received to satisfy indebtedness incurred in connection with the investment, if any, or the payment of any fees or expenses with respect to such investment.

 

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.

 

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