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EX-32.3 - CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON ECI FUND FIFTEEN, L.P.ex-32.3.htm
EX-32.1 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON ECI FUND FIFTEEN, L.P.ex-32.1.htm
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EX-31.3 - CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ICON ECI FUND FIFTEEN, L.P.ex-31.3.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended

March 31, 2015

 

or

 

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

For the transition period from

 

to

 

 

Commission File Number:

000-54604

 

ICON ECI Fund Fifteen, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

27-3525849

(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 ☑     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     No

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

 

 

Large accelerated filer

Accelerated filer 

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

Smaller reporting company  ☑ 

 

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

    Yes     No ☑ 

Number of outstanding limited partnership interests of the registrant on May 8, 2015 is 197,385.

 

                       

  

 


 

ICON ECI Fund Fifteen, L.P.

Table of Contents

 

 

Page

PART I – FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

1

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statement of Changes in Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

1

2

3

4

6

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

14

Item 3. Quantitative and Qualitative Disclosures About Market Risk

21

Item 4. Controls and Procedures

21

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

22

Item 1A. Risk Factors

22

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

22

Item 3. Defaults Upon Senior Securities

22

Item 4. Mine Safety Disclosures

22

Item 5. Other Information  

22

Item 6. Exhibits

23

Signatures

24

   
   

  

 


 

Table of contents

  

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

 

 

Item 1. Consolidated Financial Statements

 

 

 

 

 

 

 

 

 

 

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Consolidated Balance Sheets

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

 

2015

 

2014

 

 

 

 

 

(unaudited)

 

 

 

Assets

 

Cash

$

19,535,072

 

$

20,340,317

 

Net investment in notes receivable

 

55,948,454

 

 

59,584,520

 

Leased equipment at cost (less accumulated depreciation of

 

 

 

 

 

 

 

$31,021,908 and $25,974,093, respectively)

 

149,923,423

 

 

163,201,779

 

Net investment in finance leases

 

48,686,077

 

 

49,651,259

 

Assets held for sale

 

4,019,740

 

 

-

 

Investment in joint ventures

 

22,433,840

 

 

22,255,221

 

Other assets

 

4,995,763

 

 

5,613,561

Total assets

$

305,542,369

 

$

320,646,657

Liabilities and Equity

Liabilities:

 

Non-recourse long-term debt

$

134,917,232

 

$

146,012,447

 

Due to General Partner and affiliates, net

 

2,717,525

 

 

2,870,701

 

Accrued expenses and other liabilities

 

11,406,975

 

 

12,650,775

 

 

Total liabilities

 

149,041,732

 

 

161,533,923

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

Partners' equity:

 

 

 

 

 

 

 

Limited partners

 

147,586,784

 

 

149,696,027

 

 

General Partner

 

(276,403)

 

 

(255,695)

 

 

 

Total partners' equity

 

147,310,381

 

 

149,440,332

 

Noncontrolling interests

 

9,190,256

 

 

9,672,402

 

 

 

Total equity

 

156,500,637

 

 

159,112,734

Total liabilities and equity

$

305,542,369

 

$

320,646,657

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

1 


 

Table of contents

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Consolidated Statements of Operations

(unaudited)

 

 

 

 

Three Months Ended March 31,

 

 

 

2015

 

2014

Revenue:

 

 

 

 

 

 

Finance income

$

3,266,323

 

$

3,520,708

 

Rental income

 

10,801,214

 

 

4,582,114

 

Income from investment in joint ventures

 

656,006

 

 

408,033

 

Other (loss) income

 

(281,375)

 

 

139,865

 

 

Total revenue

 

14,442,168

 

 

8,650,720

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

Management fees

 

398,164

 

 

249,980

 

Administrative expense reimbursements

 

402,887

 

 

682,544

 

General and administrative

 

542,928

 

 

492,774

 

Interest

 

1,728,112

 

 

1,330,297

 

Depreciation

 

8,078,356

 

 

2,764,416

 

Impairment loss

 

1,180,260

 

 

-

 

Credit loss

 

362,666

 

 

-

 

 

Total expenses

 

12,693,373

 

 

5,520,011

Net income

 

1,748,795

 

 

3,130,709

 

Less: net (loss) income attributable to noncontrolling interests

 

(113,426)

 

 

390,438

Net income attributable to Fund Fifteen

$

1,862,221

 

$

2,740,271

 

 

 

 

 

 

 

 

Net income attributable to Fund Fifteen allocable to:

 

 

 

 

 

 

Limited partners

$

1,843,599

 

$

2,712,868

 

General Partner

 

18,622

 

 

27,403

 

 

 

$

1,862,221

 

$

2,740,271

 

 

 

 

 

 

 

 

Weighted average number of limited partnership interests outstanding

 

197,385

 

 

197,489

 

 

 

 

 

 

 

Net income attributable to Fund Fifteen per weighted average limited partnership

 

 

 

 

 

 

interest outstanding

$

9.34

 

$

13.74

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

2 


 

Table of contents

  

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Consolidated Statement 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 income (loss)

-

 

 

1,843,599

 

 

18,622

 

 

1,862,221

 

 

(113,426)

 

 

1,748,795

 

Distributions

-

 

 

(3,893,703)

 

 

(39,330)

 

 

(3,933,033)

 

 

(370,539)

 

 

(4,303,572)

 

Investments by noncontrolling interests

-

 

 

-

 

 

-

 

 

-

 

 

1,819

 

 

1,819

 

Repurchase of limited partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interests

(104)

 

 

(59,139)

 

 

-

 

 

(59,139)

 

 

-

 

 

(59,139)

Balance, March 31, 2015 (unaudited)

197,385

 

$

147,586,784

 

$

(276,403)

 

$

147,310,381

 

$

9,190,256

 

$

156,500,637

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

3 


 

Table of contents

  

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Consolidated Statements of Cash Flows

(unaudited)

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

 

2015

 

2014

Cash flows from operating activities:

 

 

 

 

 

 

Net income

$

1,748,795

 

$

3,130,709

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Finance income

 

338,780

 

 

498,373

 

 

Credit loss

 

362,666

 

 

-

 

 

Rental income paid directly to lenders by lessees

 

(1,017,869)

 

 

(1,418,723)

 

 

Income from investment in joint ventures

 

(656,006)

 

 

(408,033)

 

 

Depreciation

 

8,078,356

 

 

2,764,416

 

 

Impairment loss

 

1,180,260

 

 

-

 

 

Interest expense on non-recourse financing paid directly to lenders by lessees

 

121,710

 

 

139,934

 

 

Interest expense from amortization of debt financing costs

 

110,992

 

 

53,310

 

 

Interest expense from amortization of seller's credit

 

77,579

 

 

73,562

 

 

Other financial loss (gain)

 

259,239

 

 

(38,371)

 

 

Paid-in-kind interest

 

4,744

 

 

12,798

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Other assets

 

843,819

 

 

9,233

 

 

 

Deferred revenue

 

(178,749)

 

 

(10,371)

 

 

 

Due to General Partner and affiliates, net

 

(157,920)

 

 

(380,075)

 

 

 

Distributions from joint ventures

 

477,387

 

 

-

 

 

 

Accrued expenses and other liabilities

 

(1,142,630)

 

 

251,596

Net cash provided by operating activities

 

10,451,153

 

 

4,678,358

Cash flows from investing activities:

 

 

 

 

 

 

Investment in joint ventures

 

-

 

 

(6,980,624)

 

Principal received on finance leases

 

894,998

 

 

954,798

 

Principal received on notes receivable

 

2,789,946

 

 

7,856,848

Net cash provided by investing activities

 

3,684,944

 

 

1,831,022

Cash flows from financing activities:

 

 

 

 

 

 

Repayment of non-recourse long-term debt

 

(10,199,056)

 

 

(2,184,166)

 

Payment of debt financing costs

 

(381,394)

 

 

-

 

Investments by noncontrolling interests

 

1,819

 

 

975

 

Distributions to noncontrolling interests

 

(370,539)

 

 

(343,508)

 

Repurchase of limited partnership interests

 

(59,139)

 

 

-

 

Distributions to partners

 

(3,933,033)

 

 

(3,935,100)

Net cash used in financing activities

 

(14,941,342)

 

 

(6,461,799)

Net (decrease) increase in cash

 

(805,245)

 

 

47,581

Cash, beginning of period

 

20,340,317

 

 

24,297,314

Cash, end of period

$

19,535,072

 

$

24,344,895

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

4 


 

Table of contents

  

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Consolidated Statements of Cash Flows

(unaudited)

 

 

 

 

Three Months Ended March 31,

 

 

2015

 

2014

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for interest

$

948,707

 

$

1,030,959

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

Interest reserve net against principal repayment of note receivable

$

-

 

$

206,250

 

Transfer of leased equipment at cost, net, to assets held for sale

$

4,019,740

 

$

-

 

Principal and interest on non-recourse long-term debt

 

 

 

 

 

 

paid directly to lenders by lessees

$

1,017,869

 

$

1,278,789

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5 


Table of contents        

 

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2015

(unaudited)

 

 

(1)      Organization

ICON ECI Fund Fifteen, L.P. (the “Partnership”) was formed on September 23, 2010 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 June 6, 2011 and ended on June 6, 2013, at which time we entered our operating period.

 

We are a direct financing fund that primarily makes investments in domestic and international companies, which investments are primarily structured as debt and debt-like financings (such as loans and leases) that are collateralized by business-essential equipment and corporate infrastructure (collectively, “Capital Assets”) utilized by such companies to operate their businesses, as well as other strategic investments in or collateralized by Capital Assets that ICON GP 15, LLC, a Delaware limited liability company and our general partner (the “General Partner”), believes will provide us with a satisfactory, risk-adjusted rate of return Our General Partner makes investment decisions on our behalf and manages our business.

 

(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, 2014.  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

ICON Capital, LLC, a Delaware limited liability company (the “Investment Manager”), monitors the ongoing credit quality of our financing receivables by (i) reviewing and analyzing a borrower’s financial performance on a regular basis, including review of financial statements received on a monthly, quarterly or annual basis as prescribed in the loan or lease agreement, (ii) tracking the relevant credit metrics of each financing receivable and a borrower’s compliance with financial and non-financial covenants, (iii) monitoring a borrower’s payment history and public credit rating, if available, and (iv) assessing our exposure based on the current investment mix. As part of the monitoring process, our Investment Manager may physically inspect the collateral or a borrower’s facility and meet with a borrower’s management to better understand such borrower’s financial performance and its future plans on an as-needed basis. 

 

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. Our Investment Manager does not use a system of assigning internal risk ratings to each of our financing receivables. Rather, each financing receivable is analyzed quarterly and categorized as either performing or non-performing based on certain factors including, but not limited to, financial results, satisfying scheduled payments and compliance with financial covenants. A financing receivable is usually categorized as non-performing only when a borrower experiences financial difficulties and has failed to make scheduled payments. Our Investment Manager then analyzes whether the financing receivable should be placed on a non-accrual status, a credit loss reserve should be established or the financing receivable should be restructured. As part of the assessment, updated collateral value is usually considered and such collateral value can be based on a third party industry expert appraisal or, depending on the type of collateral and accessibility to relevant published guides or market sales data, internally derived fair value. 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.

6 


Table of contents        

 

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2015

(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, and/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

In May 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.

 

In January 2015, FASB issued ASU No. 2015-01, Income Statement – Extraordinary and Unusual Items (“ASU 2015-01”), which simplifies income statement presentation by eliminating the concept of extraordinary items.  The adoption of ASU 2015-01 becomes effective for us on January 1, 2016, including interim periods within that reporting period.  Early adoption is permitted.  The adoption of ASU 2015-01 is not expected to have a material effect on our consolidated financial statements.

 

In February 2015, FASB issued ASU No. 2015-02, Consolidation – Amendments to the Consolidation Analysis (“ASU 2015-02”), which modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership, and affects the consolidation analysis by reducing the frequency of application of related party guidance and excluding certain fees in the primary beneficiary determination. The adoption of ASU 2015-02 becomes effective for us on January 1, 2016. Early adoption is permitted. We are currently in the process of evaluating the impact of the adoption of ASU 2015-02 on our consolidated financial statements.

 

In April 2015, FASB issued ASU No. 2015-03, Interest – Imputation of Interest (“ASU 2015-03”), which requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of such debt liability, consistent with debt discounts. ASU 2015-03 will be applied on a retrospective basis. The adoption of ASU 2015-03 becomes effective for us on January 1, 2016, including interim periods within that reporting period.  Early adoption is permitted. We are currently in the process of evaluating the impact of the adoption of ASU 2015-03 on our consolidated financial statements.

 

(3)       Net Investment in Notes Receivable

 

7 


Table of contents        

 

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2015

(unaudited)

 

 

As of March 31, 2015 and December 31, 2014, we had net investment in note receivable on non-accrual status of $603,696 and $966,362, respectively. As of March 31, 2015, our net investment in note receivable related to Varada Ten Pte. Ltd. (“Varada”) totaled $18,218,245, of which approximately $642,000 was over 90 days past due. As of December 31, 2014, our net investment in note receivable related to Varada totaled $18,250,896, of which approximately $2,076,000 was over 90 days past due. We continue to account for the net investment in note receivable related to Varada on an accrual basis as our Investment Manager believes that all contractual interest and principal payments and the undrawn commitment fee are still collectible based on the estimated fair value of the collateral securing the loan net the related estimated costs to sell the collateral.

Net investment in notes receivable consisted of the following:

 

 

March 31,

 

December 31,

 

 

2015

 

2014

 

Principal outstanding (1)

$

54,527,913

 

$

57,532,717

 

Initial direct costs

 

3,121,322

 

 

3,464,975

 

Deferred fees

 

(706,129)

 

 

(781,186)

 

Credit loss reserve (2)

 

(994,652)

 

 

(631,986)

 

        Net investment in notes receivable (3)

$

55,948,454

 

$

59,584,520

 

(1) As of March 31, 2015 and December 31, 2014, total principal outstanding related to our impaired loan was $1,598,348.

 

(2) As of March 31, 2015 and December 31, 2014, the credit loss reserve of $994,652 and $631,986, respectively, was related to VAS (defined below).

 

(3) As of March 31, 2015 and December 31, 2014, net investment in note receivable related to our impaired loan was $603,696 and $966,362, respectively.

 

During the year ended December 31, 2014, VAS Aero Services, LLC (“VAS”) experienced financial hardship resulting in its failure to make the final monthly payment under the secured term loan as well as the balloon payment due on the October 6, 2014 maturity date. As a result, our Investment Manager determined that we should record a credit loss reserve based on an estimated liquidation value of VAS’s inventory and accounts receivable. Accordingly, the loan was placed on non-accrual status and a credit loss reserve of approximately $632,000 was recorded during the year ended December 31, 2014 based on our pro-rata share of the liquidation value of the collateral. The value of the collateral was based on a third-party appraisal using a sales comparison approach. As of December 31, 2014, the net carrying value of the loan was approximately $966,000. In March 2015, the 90-day standstill period provided for in the loan agreement ended without a viable restructuring or refinancing plan agreed upon. In addition, the senior lender continues to charge VAS forbearance fees. Although discussions among the parties are still ongoing, these factors resulted in our Investment Manager making a determination to record an additional credit loss reserve of approximately $363,000 during the three months ended March 31, 2015 to reflect a potential forced liquidation of the collateral. The forced liquidation value of the collateral was primarily based on a third-party appraisal using a sales comparison approach. As of March 31, 2015, the net carrying value of the loan was approximately $604,000. Finance income recognized on the loan prior to recording the credit loss reserve was approximately $62,000 for the three months ended March 31, 2014. No finance income was recognized since the date the loan was considered impaired. Accordingly, no finance income was recognized for the three months ended March 31, 2015.

 

On January 30, 2015, Superior Tube Company, Inc. and Tubes Holdco Limited (collectively, “Superior”) satisfied their obligations in connection with a secured term loan scheduled to mature on September 10, 2017 by making a prepayment of approximately $2,550,000, comprised of all outstanding principal, accrued interest and a prepayment fee of approximately $74,000. As a result, we recognized additional finance income of approximately $31,000.

 

Credit loss allowance activities for the three months ended March 31, 2015 were as follows:

 

 

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Table of contents        

 

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2015

(unaudited)

 

 

 

Credit Loss Allowance

 

Allowance for credit loss as of December 31, 2014

$

631,986

 

Provisions

 

362,666

 

Write-offs, net of recoveries

 

-

 

Allowance for credit loss as of March 31, 2015

$

994,652

 

Credit loss allowance activities for the three months ended March 31, 2014 were as follows:

 

Credit Loss Allowance

 

Allowance for credit loss as of December 31, 2013

$

1,972,530

 

Provisions

 

-

 

Write-offs, net of recoveries

 

-

 

Allowance for credit loss as of March 31, 2014

$

1,972,530

 

(4)       Leased Equipment at Cost

Leased equipment at cost consisted of the following:

 

 

 

March 31,

 

December 31,

 

 

2015

 

2014

 

Marine vessels

$

81,651,931

 

$

81,651,931

 

Photolithograph immersion scanner

 

79,905,122

 

 

79,905,122

 

Mining equipment

 

19,388,278

 

 

19,388,278

 

Oil field services equipment

 

-

 

 

8,230,541

 

        Leased equipment at cost

 

180,945,331

 

 

189,175,872

 

Less: accumulated depreciation

 

31,021,908

 

 

25,974,093

 

        Leased equipment at cost, less accumulated depreciation

$

149,923,423

 

$

163,201,779

 

Depreciation expense was $8,078,356 and $2,764,416 for the three months ended March 31, 2015 and 2014, respectively.

(5)       Net Investment in Finance Leases

Net investment in finance leases consisted of the following:

 

 

March 31,

 

December 31,

 

 

2015

 

2014

 

Minimum rents receivable

$

61,526,283

 

$

63,558,572

 

Initial direct costs

 

911,999

 

 

982,185

 

Unearned income

 

(13,752,205)

 

 

(14,889,498)

 

        Net investment in finance leases

$

48,686,077

 

$

49,651,259

 

 

 

 

 

 

 

(6)       Assets Held for Sale

During the fourth quarter of 2014, declining energy prices negatively impacted Go Frac, LLC’s (“Go Frac”) financial performance resulting in its failure to satisfy its lease payment obligations in February 2015. In early February 2015, our Investment Manager was informed that Go Frac was ceasing its operations. During the fourth quarter of 2014, we recognized an impairment charge of approximately $4,026,000 based on a third-party appraised fair market value of the leased equipment as

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Table of contents        

 

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2015

(unaudited)

 

 

of December 31, 2014.  The fair market value provided by the independent appraiser was derived based on a combination of the cost approach and the sales comparison approach. During the three months ended March 31, 2015, our Investment Manager obtained quotes from multiple auctioneers and subsequently an auctioneer was engaged to sell the equipment at an auction to be held around mid-May of 2015. As of March 31, 2015, the equipment met the criteria to be classified as assets held for sale on our consolidated balance sheets.  As a result, we recognized an additional impairment charge of approximately $1,180,000 to write down the equipment to its estimated fair value, less cost to sell, of approximately $4,020,000.  The estimated fair value as of March 31, 2015 was primarily based on estimated sales proceeds as provided by multiple auctioneers ranging from approximately $3,400,000 to $5,400,000. To the extent the actual sales proceeds from the auction are at or below the lower end of the range, an additional loss will be recognized.

 

(7)     Investment in Joint Ventures

 

On May 15, 2013, a joint venture owned 40% by us, 39% by ICON Leasing Fund Eleven, LLC and 21% by ICON Leasing Fund Twelve, LLC, each an entity also managed by our Investment Manager, purchased a portion of an approximately $208,000,000 subordinated credit facility for Jurong Aromatics Corporation Pte. Ltd. (“JAC”) from Standard Chartered Bank at $28,462,500.

 

As of March 31, 2015, JAC was in technical default of the facility as a result of its failure to provide certain financial data to the joint venture. In addition, JAC realized lower than expected operating results caused in part by a temporary shutdown of its manufacturing facility due to technical constraints that have since been resolved.  As a result, JAC failed to make the expected payment that was due to the joint venture during the three months ended March 31, 2015. Although this delayed payment did not trigger a payment default under the loan agreement, the interest rate payable by JAC under the facility increased from 12.5% to 15.5%. Our Investment Manager believes that all contractual interest and principal payments are still collectible and therefore, a credit loss reserve was not required by the joint venture as of March 31, 2015. To the extent the manufacturing facility does not resume operations in the near future, a credit loss reserve may be required by the joint venture.

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

 

 

Three Months Ended March 31,

 

 

2015

 

2014

 

Revenue

$

1,152,580

 

$

995,689

 

Net income

$

1,142,854

 

$

987,346

 

Our share of net income

$

439,979

 

$

377,468

 

(8)      Non-Recourse Long-Term Debt

 

As of March 31, 2015 and December 31, 2014, we had non-recourse long-term debt obligations of $134,917,232 and $146,012,447, respectively. As of March 31, 2015, our non-recourse long-term debt obligations had maturity dates ranging from October 1, 2015 to December 31, 2020 and interest rates ranging from 2.55% to 6.51% per year.

 

All 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 borrower were to default on the underlying lease or loan, resulting in our default on the non-recourse long-term debt, the assets could be foreclosed upon and the proceeds would be remitted to the lender in extinguishment of that debt. As of March 31, 2015 and December 31, 2014, the total carrying value of assets subject to non-recourse long term debt was $199,372,760 and $209,087,320, respectively.

 

At March 31, 2015, we were in compliance with all covenants related to our non-recourse long-term debt.

 

(9)      Revolving Line of Credit, Recourse

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Table of contents        

 

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2015

(unaudited)

 

 

On March 31, 2015, we extended our revolving line of credit (the “Facility”) with California Bank & Trust (“CB&T”) through May 30, 2017 and the amount available under the Facility was increased to $12,500,000. As part of such amendment, we paid debt financing costs of $47,500. The Facility 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 (“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 March 31, 2015, there were no obligations outstanding under the Facility and we were in compliance with all covenants related to the Facility.

 

At March 31, 2015, we had $5,096,226 available under the Facility pursuant to the borrowing base.

 

(10)    Transactions with Related Parties

We paid distributions to our General Partner of $39,330 and $39,351 for the three months ended March 31, 2015 and 2014, respectively. Additionally, our General Partner’s interest in the net income attributable to us was $18,622 and $27,403 for the three months ended March 31, 2015 and 2014, respectively.

 

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

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

Entity

 

Capacity

 

Description

 

2015

 

2014

 

ICON Capital, LLC

 

Investment Manager

 

Acquisition fees (1)

 

$

-

 

$

308,973

 

ICON Capital, LLC

 

Investment Manager

 

Management fees (2)

 

 

398,164

 

 

249,980

 

 

 

 

 

Administrative expense

 

 

 

 

 

 

 

ICON Capital, LLC

 

Investment Manager

 

 

reimbursements (2)

 

 

402,887

 

 

682,544

 

Fund Fourteen (defined below)

 

Noncontrolling interest

 

Interest expense (2)

 

 

101,162

 

 

99,941

 

 

 

 

 

 

 

 

$

902,213

 

$

1,341,438

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)  Amount capitalized and amortized to operations.

 

(2)  Amount charged directly to operations.

 

 At March 31, 2015, we had a net payable of $2,717,525 due to our General Partner and affiliates that primarily consisted of a note payable of approximately $2,614,000 and accrued interest of approximately $30,000 due to ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. (“Fund Fourteen”), an entity also managed by our Investment Manager, related to its noncontrolling interest in a vessel, the Lewek Ambassador, and administrative expense reimbursements of approximately $78,000 due to our Investment Manager. At December 31, 2014, we had a net payable of $2,870,701 due to our General Partner and affiliates that primarily consisted of a note payable of approximately $2,609,000 and accrued interest of approximately $30,000 due to Fund Fourteen related to its noncontrolling interest in the Lewek Ambassador, and administrative expense reimbursements of approximately $257,000 due to our Investment Manager.

 

(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.

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Table of contents        

 

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2015

(unaudited)

 

 

·         Level 3: Pricing inputs that are generally unobservable and are supported by little or no market data.

 

Assets 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. Our non-financial assets, such as leased equipment at cost, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. Assets classified as held for sale are required to be recorded at the lower of carrying value or fair value less any costs to sell such assets. To determine the fair value when impairment indicators exist, we utilize different valuation approaches based on transaction-specific facts and circumstances to determine fair value, including discounted cash flow models and the use of comparable transactions. The valuation of our financial assets, such as notes receivable or finance leases, is included below only when fair value has been measured and recorded based on the fair value of the underlying collateral. The following tables summarize the valuation of our material non-financial and financial assets measured at fair value on a nonrecurring basis, which is presented as of the date the impairment or credit loss was recorded, while the carrying value of the assets is presented as of March 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment Loss for the

 

 

 

Carrying Value at

 

Fair Value at Impairment Date

 

 

Three Months Ended

 

 

 

March 31, 2015

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

March 31, 2015

 

Assets held for sale

$

4,019,740

 

$

-

 

$

-

 

$

4,019,740

 

$

1,180,260

 

(1) The equipment on lease to Go Frac was reclassified to assets held for sale as of March 31, 2015.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit Loss for the

 

 

 

Carrying Value at

 

Fair Value at Impairment Date

 

 

Three Months Ended

 

 

 

March 31, 2015

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

March 31, 2015

 

Net investment in note receivable

$

603,696

 

$

-

 

$

-

 

$

603,696

 

$

362,666

 

The fair value at impairment for our assets held for sale was based on fair value less cost to sell. The estimated fair value was provided by an independent third-party auctioneer. The estimated fair value and costs to sell were based on inputs that are generally unobservable and are supported by little or no market data and were classified within Level 3.

Our collateral dependent note receivable was valued using inputs that are generally unobservable and are supported by little or no market data and was classified within Level 3. For the credit loss recorded during the three months ended March 31, 2015, our collateral dependent note receivable was valued based primarily on the liquidation value of the collateral provided by an independent third-party appraiser.

Assets and Liabilities for which Fair Value is Disclosed

 

Certain of our financial assets and liabilities, which includes fixed-rate notes receivable, fixed-rate non-recourse long-term debt, and seller’s credit included in accrued expenses and other liabilities on our consolidated balance sheets, in 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. In accordance with 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 and liabilities, other than lease-related investments, approximates fair value due to their short-term maturities and/or variable interest rates.

 

The estimated fair value of our fixed-rate notes receivable was based on the discounted value of future cash flows related to the loans at inception, adjusted for changes in certain variables, including, but not limited to, credit quality, industry, financial markets and other recent comparables. The estimated fair value of our fixed-rate non-recourse long-term debt and

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Table of contents        

 

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

March 31, 2015

(unaudited)

 

 

seller’s credits was based on the discounted value of future cash flows related to the debt and seller’s credits based on a discount rate derived from the margin at inception, adjusted for material changes in risk, plus the applicable fixed rate based on the current interest rate curve. Principal outstanding on fixed-rate notes receivable was discounted at rates ranging between 4.39% and 15.5% as of March 31, 2015. Principal outstanding on fixed-rate non-recourse long-term debt and seller’s credit was discounted at rates ranging between 2.65% and 6.58% per year as of March 31, 2015.

 

 

 

March 31, 2015

 

 

 

Carrying

 

Fair Value

 

 

 

Amount

 

(Level 3)

 

Principal outstanding on fixed-rate notes receivable

$

53,533,261

 

$

50,957,528

 

 

 

 

 

 

 

 

Principal outstanding on fixed-rate non-recourse long-term debt

$

115,352,232

 

$

114,347,529

 

 

 

 

 

 

 

 

Seller's credits

$

6,305,665

 

$

6,398,245

 

(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.

 

In connection with certain debt obligations, we are required to maintain restricted cash balances with certain banks. At March 31, 2015, we had restricted cash of  $1,189,438, which is presented within other assets in our consolidated balance sheets.

 

We have entered into a remarketing agreement with a third party. Residual proceeds received in excess of specific amounts will be shared with this third party in accordance with the terms of the remarketing agreement. The present value of the obligation related to this agreement was approximately $152,000 at March 31, 2015, which is included in accrued expenses and other liabilities on our consolidated balance sheets.

  

 

13 


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, 2014. This discussion should also be read in conjunction with the disclosures below regarding “Forward-Looking Statements.”

 

As used in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or similar terms include ICON ECI Fund Fifteen, 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 are a direct financing fund that primarily makes investments in domestic and international companies, which investments are primarily structured as debt and debt-like financings (such as loans and leases) that are collateralized by Capital Assets utilized by such companies to operate their businesses, as well as other strategic investments in or collateralized by Capital Assets that our General Partner believes will provide us with a satisfactory, risk-adjusted rate of return. We were formed as a Delaware limited partnership and have elected to be treated as a partnership for federal income tax purposes. As of July 28, 2011 (the “Initial Closing Date”), we raised a minimum of $1,200,000 from the sale of our limited partnership interests (“Interests”), at which time we commenced operations. Subsequent to the Initial Closing Date, we returned the initial capital contribution of $1,000 to our Investment Manager. From the commencement of our offering on June 6, 2011 through the completion of our offering on June 6, 2013, we sold 197,597 Interests to 4,644 limited partners, representing $196,688,918 of capital contributions. Investors from the Commonwealth of Pennsylvania and the State of Tennessee were not admitted until we raised total equity in the amount of $20,000,000, which we achieved on November 17, 2011. Our operating period commenced on June 7, 2013.

 

After the net offering 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 our 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 a time frame called the “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.  Our Investment Manager manages or is the investment manager or managing trustee for six other public equipment funds.

 

Recent Significant Transactions

We engaged in the following significant transactions since December 31, 2014:

Notes Receivable

14 


·          During the year ended December 31, 2014, VAS experienced financial hardship resulting in its failure to make the final monthly payment under the secured term loan as well as the balloon payment due on the October 6, 2014 maturity date. As a result, our Investment Manager determined that we should record a credit loss reserve based on an estimated liquidation value of VAS’s inventory and accounts receivable. Accordingly, the loan was placed on non-accrual status and a credit loss reserve of approximately $632,000 was recorded during the year ended December 31, 2014 based on our pro-rata share of the liquidation value of the collateral. The value of the collateral was based on a third-party appraisal using a sales comparison approach. As of December 31, 2014, the net carrying value of the loan was approximately $966,000. In March 2015, the 90-day standstill period provided for in the loan agreement ended without a viable restructuring or refinancing plan agreed upon. In addition, the senior lender continues to charge VAS forbearance fees. Although discussions among the parties are still ongoing, these factors resulted in our Investment Manager making a determination to record an additional credit loss reserve of approximately $363,000 during the three months ended March 31, 2015 to reflect a potential forced liquidation of the collateral. The forced liquidation value of the collateral was primarily based on a third-party appraisal using a sales comparison approach. As of March 31, 2015, the net carrying value of the loan was approximately $604,000. Finance income recognized on the loan prior to recording the credit loss reserve was approximately $62,000 for the three months ended March 31, 2014. No finance income was recognized since the date the loan was considered impaired. Accordingly, no finance income was recognized for the three months ended March 31, 2015.

 

·          On January 30, 2015, Superior satisfied its obligations in connection with a secured term loan scheduled to mature on September 10, 2017 by making a prepayment of approximately $2,550,000, comprised of all outstanding principal, accrued interest and a prepayment fee of approximately $74,000. As a result, we recognized additional finance income of approximately $31,000.

 

Oil field Services Equipment

 

·          During the fourth quarter of 2014, declining energy prices negatively impacted Go Frac’s financial performance resulting in its failure to satisfy its lease payment obligations in February 2015. In early February 2015, our Investment Manager was informed that Go Frac was ceasing its operations. During the fourth quarter of 2014, we recognized an impairment charge of approximately $4,026,000 based on a third-party appraised fair market value of the leased equipment as of December 31, 2014.  The fair market value provided by the independent appraiser was derived based on a combination of the cost approach and the sales comparison approach. During the three months ended March 31, 2015, our Investment Manager obtained quotes from multiple auctioneers and subsequently an auctioneer was engaged to sell the equipment at an auction to be held around mid-May of 2015. As of March 31, 2015, the equipment met the criteria to be classified as assets held for sale on our consolidated balance sheets.  As a result, we recognized an additional impairment charge of approximately $1,180,000 to write down the equipment to its estimated fair value, less cost to sell, of approximately $4,020,000.  The estimated fair value as of March 31, 2015 was primarily based on estimated sales proceeds as provided by multiple auctioneers ranging from approximately $3,400,000 to $5,400,000. To the extent the actual sales proceeds from the auction are at or below the lower end of the range, an additional loss will be recognized.  

 

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.

 

In January 2015, FASB issued ASU No. 2015-01, Income Statement – Extraordinary and Unusual Items, which will become effective for us on January 1, 2016. The adoption of ASU 2015-01 is not expected to have a material effect on our consolidated financial statements.

In February 2015, FASB issued ASU No. 2015-02, Consolidation – Amendments to the Consolidation Analysis, which will become effective for us on January 1, 2016. We are currently in the process of evaluating the impact of the adoption of ASU 2015-02 on our consolidated financial statements.

15 


In April 2015, FASB issued ASU No. 2015-03, Interest – Imputation of Interest, which will become effective for us on January 1, 2016. We are currently in the process of evaluating the impact of the adoption of ASU 2015-03 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 March 31, 2015 (the “2015 Quarter”) and 2014 (the “2014 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:

 

 

 

 

March 31, 2015

 

December 31, 2014

 

 

 

 

Net

 

 

Percentage of

 

 

Net

 

 

Percentage of

 

 

 

 

Carrying

 

 

Total Net

 

 

Carrying

 

 

Total Net

 

Asset Type

 

 

Value

 

 

Carrying Value

 

 

Value

 

 

Carrying Value

 

Marine - product tankers

 

$

29,072,351

 

 

28%

 

$

29,515,702

 

 

27%

 

Platform supply vessels

 

 

23,114,216

 

 

22%

 

 

23,733,731

 

 

22%

 

Oil field services equipment

 

 

18,218,245

 

 

17%

 

 

18,250,896

 

 

17%

 

Lubricant manufacturing and blending equipment

 

 

9,313,736

 

 

9%

 

 

9,336,918

 

 

8%

 

Vessel - tanker

 

 

7,409,285

 

 

7%

 

 

7,449,455

 

 

7%

 

Marine - dry bulk vessels

 

 

5,557,185

 

 

5%

 

 

5,595,856

 

 

5%

 

Trailers

 

 

5,274,634

 

 

5%

 

 

5,285,695

 

 

5%

 

Marine - asphalt carrier

 

 

4,369,550

 

 

4%

 

 

4,864,710

 

 

4%

 

Rail support construction equipment

 

 

1,701,633

 

 

2%

 

 

1,747,023

 

 

2%

 

Aircraft parts

 

 

603,696

 

 

1%

 

 

966,362

 

 

1%

 

Metal pipe and tube manufacturing equipment

 

 

-

 

 

-

 

 

2,489,431

 

 

2%

 

 

 

$

104,634,531

 

 

100%

 

$

109,235,779

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The net carrying value of our financing transactions includes the balance of our net investment in notes receivable and our net investment in finance leases as of each reporting date.

During the 2015 Quarter and the 2014 Quarter, certain customers generated significant portions (defined as 10% or more) of our total finance income as follows:

 

 

 

 

 

 

Percentage of Total Finance Income

 

Customer

 

Asset Type

 

2015 Quarter

 

2014 Quarter

 

Varada Ten Pte. Ltd.

 

Oil field services equipment

 

30%

 

18%

 

Gallatin Marine Management, LLC

 

Platform supply vessel

 

17%

 

18%

 

Ardmore Shipping Ltd.

 

Marine - product tankers

 

15%

 

15%

 

 

 

 

 

62%

 

51%

 

 

 

 

 

 

 

 

 

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.

 

Non-performing Assets within Financing Transactions

16 


 

As of March 31, 2015 and December 31, 2014, the net carrying value of our impaired loan related to VAS was $603,696 and $966,362, respectively. No finance income was recognized since the date the loan was impaired during the year ended December 31, 2014. We recognized $62,337 of finance income related to VAS during the three months ended March 31, 2014 prior to the loan being impaired.

 

Operating Lease Transactions

 

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

 

 

 

 

March 31, 2015

 

December 31, 2014

 

 

 

 

Net

 

 

Percentage of

 

 

Net

 

 

Percentage of

 

 

 

 

Carrying

 

 

Total Net

 

 

Carrying

 

 

Total Net

 

Asset Type

 

 

Value

 

 

Carrying Value

 

 

Value

 

 

Carrying Value

 

Photolithograph immersion scanner

 

$

72,276,765

 

 

48%

 

$

77,996,663

 

 

48%

 

Marine - container vessels

 

 

70,061,048

 

 

47%

 

 

71,329,981

 

 

44%

 

Mining equipment

 

 

7,585,610

 

 

5%

 

 

8,675,135

 

 

5%

 

Oil field services equipment

 

 

-

 

 

-

 

 

5,200,000

 

 

3%

 

 

 

$

149,923,423

 

 

100%

 

$

163,201,779

 

 

100%

 

The net carrying value of our operating lease transactions represents the balance of our leased equipment at cost as of each reporting date.

 

During the 2015 Quarter and the 2014 Quarter, certain customers generated significant portions (defined as 10% or more) of our total rental income as follows:

 

 

 

 

 

 

Percentage of Total Rental Income

 

Customer

 

Asset Type

 

2015 Quarter

 

2014 Quarter

 

Inotera Memories, Inc.

 

Photolithograph immersion scanner

 

61%

 

-

 

Hoegh Autoliners Shipping AS

 

Marine - container vessels

 

23%

 

54%

 

Murray Energy Corporation

 

Mining equipment

 

14%

 

33%

 

Go Frac, LLC

 

Oil field services equipment

 

2%

 

13%

 

 

 

 

 

100%

 

100%

 

Impaired Assets within Operating Lease Transactions

As of March 31, 2015, the leased equipment related to Go Frac was classified as assets held for sale on our consolidated balance sheets. As a result, during the 2015 Quarter, we recognized an impairment charge of approximately $1,180,000 to write down the equipment to its estimated fair value, less cost to sell, of $4,019,740. As of December 31, 2014, the net carrying value of the leased equipment related to Go Frac was $5,200,000. Rental income of $210,782 and $2,446,608 was recognized with respect to the lease with Go Frac during the three months ended March 31, 2015 and 2014, respectively.

 

Revenue for the 2015 Quarter and the 2014 Quarter is summarized as follows:

 

 

 

 

Three Months Ended March 31,

 

 

 

 

 

2015

 

2014

 

Change

 

Finance income

$

3,266,323

 

$

3,520,708

 

$

(254,385)

 

Rental income

 

10,801,214

 

 

4,582,114

 

 

6,219,100

 

Income from investment in joint ventures

 

656,006

 

 

408,033

 

 

247,973

 

Other (loss) income

 

(281,375)

 

 

139,865

 

 

(421,240)

 

 

Total revenue

$

14,442,168

 

$

8,650,720

 

$

5,791,448

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue for the 2015 Quarter increased $5,791,448, or 66.9%, as compared to the 2014 Quarter. The increase in revenue was primarily due to entering into an operating lease with Inotera Memories, Inc. (“Inotera”) and four new joint

17 


ventures during or subsequent to the 2014 Quarter. This increase was partially offset by a change from other income in the 2014 Quarter to other loss in the 2015 Quarter due to an unfavorable change in foreign currency exchange rates related to our note receivable with Quattro Plant Limited, which is denominated in Pound Sterling. The decrease in finance income was due to several prepayments or maturities on our financing receivables subsequent to the 2014 Quarter, which was partially offset by entering into two new notes receivable subsequent to the 2014 Quarter.

 

Expenses for the 2015 Quarter and the 2014 Quarter are summarized as follows:

 

 

 

 

Three Months Ended March 31,

 

 

 

 

 

 

2015

 

2014

 

Change

 

Management fees

$

398,164

 

$

249,980

 

$

148,184

 

Administrative expense reimbursements

 

402,887

 

 

682,544

 

 

(279,657)

 

General and administrative

 

542,928

 

 

492,774

 

 

50,154

 

Interest

 

1,728,112

 

 

1,330,297

 

 

397,815

 

Depreciation

 

8,078,356

 

 

2,764,416

 

 

5,313,940

 

Impairment loss

 

1,180,260

 

 

-

 

 

1,180,260

 

Credit loss

 

362,666

 

 

-

 

 

362,666

 

 

Total expenses

$

12,693,373

 

$

5,520,011

 

$

7,173,362

 

 

 

 

 

 

 

 

 

 

 

 

Total expenses for the 2015 Quarter increased $7,173,362, or 130.0%, as compared to the 2014 Quarter. The increase in total expenses was primarily due to (i) an increase in depreciation expense on equipment acquired pursuant to the operating lease with Inotera that we entered into subsequent to the 2014 Quarter, (ii) an impairment loss recorded during the 2015 Quarter in connection with the equipment previously on lease to Go Frac with no comparable loss in the 2014 Quarter, (iii) an increase in interest expense on our additional non-recourse long-term debt incurred for the purpose of acquiring the equipment on lease to Inotera and (iv) additional credit loss recorded during the 2015 Quarter related to VAS with no comparable loss in the 2014 Quarter.

Net (Loss) Income Attributable to Noncontrolling Interests

Net (loss) income attributable to noncontrolling interests decreased $503,864, from net income of $390,438 in the 2014 Quarter to a net loss of $(113,426) in the 2015 Quarter. The decrease was primarily due to the recognition of an impairment loss during the 2015 Quarter related to our joint venture with ICON ECI Partners L.P., an entity also managed by our Investment Manager, and Fund Fourteen that owns the equipment previously on lease to Go Frac.

Net Income Attributable to Fund Fifteen

As a result of the foregoing factors, net income attributable to us for the 2015 Quarter and the 2014 Quarter was $1,862,221 and $2,740,271, respectively. The net income attributable to us per weighted average Interest outstanding for the 2015 Quarter and the 2014 Quarter was $9.34 and $13.74, respectively.

 

Financial Condition

This section discusses the major balance sheet variances at March 31, 2015 compared to December 31, 2014.

 

Total Assets

Total assets decreased $15,104,288, from $320,646,657 at December 31, 2014 to $305,542,369 at March 31, 2015. The decrease in total assets was primarily the result of depreciation on our leased equipment at cost and the use of cash generated from our investments to (i) pay distributions to our partners and noncontrolling interests, (ii) repay our non-recourse long-term debt and (iii) settle accrued liabilities related to the purchase of equipment on lease to Inotera.

 

Total Liabilities

Total liabilities decreased $12,492,191, from $161,533,923 at December 31, 2014 to $149,041,732 at March 31, 2015. The decrease was primarily due to scheduled repayments of our non-recourse long-term debt during the 2015 Quarter and the settlement of accrued liabilities related to the purchase of equipment on lease to Inotera.

18 


 

Equity

Equity decreased $2,612,097, from $159,112,734 at December 31, 2014 to $156,500,637 at March 31, 2015. The decrease was primarily related to distributions paid to our partners and noncontrolling interests, partially offset by our net income in the 2015 Quarter.

 

Liquidity and Capital Resources

 

Summary

 

At March 31, 2015 and December 31, 2014, we had cash of $19,535,072 and $20,340,317, respectively.  Pursuant to the terms of our offering, we have established a reserve in the amount of 0.50% of the gross offering proceeds from the sale of our Interests.  As of March 31, 2015, the cash reserve was $983,445. 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 investment opportunities, management fees and administrative expense reimbursements.

 

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

 

We have used the net proceeds of the offering 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 generate (a) current cash flow from payments of principal and/or interest (in the case of secured loans and other financing transactions) and rental payments (in the case of leases), (b) deferred cash flow by realizing the value of Capital Assets or interests therein at the maturity of the investment, or (c) a combination of both.

 

Unanticipated or greater than anticipated operating costs or losses (including a borrower’s inability to make timely loan payments or a lessee’s inability to make timely lease payments) would adversely affect our liquidity. To the extent that working capital may be insufficient to satisfy our cash requirements, we anticipate that we would fund our operations from cash flow generated by investing and financing activities. As of March 31, 2015, we had $5,096,226 available to us under the Facility pursuant to the borrowing base to fund our short-term liquidity needs. For additional information, see Note 9 to our consolidated financial statements. Our General Partner does not intend to fund any cash flow deficit of ours or provide other financial assistance to us.

  

 

Cash Flows

 

Operating Activities

 

Cash provided by operating activities increased $5,772,795, from $4,678,358 in the 2014 Quarter to $10,451,153 in the 2015 Quarter. The increase was primarily related to an increase in rental payments received as a result of entering into one new operating lease subsequent to the 2014 Quarter and an increase in distributions from joint ventures as a result of entering into four new joint ventures during or subsequent to the 2014 Quarter. The increase was partially offset by the settlement of accrued liabilities related to the purchase of equipment on lease to Inotera.

 

Investing Activities

 

Cash provided by investing activities increased $1,853,922, from $1,831,022 in the 2014 Quarter to $3,684,944 in the 2015 Quarter. The increase was primarily due to no investments made during the 2015 Quarter, partially offset by a decrease in principal received on notes receivable due to the prepayment of five notes receivable during or subsequent to the 2014 Quarter.

 

Financing Activities

19 


 

Cash used in financing activities increased $8,479,543, from $6,461,799 in the 2014 Quarter to $14,941,342 in the 2015 Quarter. The increase was primarily due to an increase in repayment of our non-recourse long-term debt associated with the acquisition of the equipment on lease to Inotera during the 2015 Quarter and the payment of debt financing costs.

 

Non-Recourse Long-Term Debt

 

We had non-recourse long-term debt obligations at March 31, 2015 and December 31, 2014 of $134,917,232 and $146,012,447, respectively, related to certain vessels, the Lewek Ambassador, the Hoegh Copenhagen, the Ardmore Capella and the Ardmore Calypso, and certain mining, oil field services and photolithograph scanning equipment. All 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 borrower were to default on the underlying lease or loan, resulting in our default on the non-recourse long-term debt, the assets could be foreclosed upon and the proceeds would be remitted to the lender in extinguishment of that debt. As of March 31, 2015 and December 31, 2014, the total carrying value of assets subject to non-recourse long-term debt was $199,372,760 and $209,087,320, respectively.

 

At March 31, 2015, we were in compliance with all covenants related to our non-recourse long-term debt.

 

Distributions

 

We, at our General Partner’s discretion, pay monthly distributions to each of our limited partners beginning with the first month after each such limited partner’s admission and expect to continue to pay such distributions until the termination of our operating period. We paid distributions of $39,330, $3,893,703 and $370,539 to our General Partner, limited partners and noncontrolling interests, respectively, during the 2015 Quarter.

 

Commitments and Contingencies and Off-Balance Sheet Transactions

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.

 

In connection with certain debt obligations, we are required to maintain restricted cash balances with certain banks. At March 31, 2015, we had restricted cash of  $1,189,438, which is presented within other assets in our consolidated balance sheets.

 

We have entered into a remarketing agreement with a third party. Residual proceeds received in excess of specific amounts will be shared with this third party in accordance with the terms of the remarketing agreement. The present value of the obligation related to this agreement was approximately $152,000 at March 31, 2015, which is included in accrued expenses and other liabilities on our consolidated balance sheets.

 

Off-Balance Sheet Transactions

None.

20 


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

Smaller reporting companies are not required to provide the information required by this item.

 

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 March 31, 2015, 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 March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

21 


PART II – OTHER INFORMATION

  

 

Item 1. Legal Proceedings  

In the ordinary course of conducting our business, we may be subject to certain claims, suits, and complaints filed against us.  In our General Partner’s opinion, the outcome of such matters, if any, will not have a material impact on our consolidated financial position 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

 

Smaller reporting companies are not required to provide the information required by this item.

 

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

We did not sell any Interests during the three months ended March 31, 2015.

 

Our Investment Manager consented to our repurchase of 104 Interests during the 2015 Quarter. Repurchased Interests are cancelled and therefore have no voting rights and do not share in distributions with other partners. Our limited partnership agreement limits the number of Interests that can be repurchased in any one year and repurchased Interests may not be reissued. The following table details our Interests repurchased for the three months ended March 31, 2015:

 

 

 

 

Total Number of

 

Average Price Paid

 

 Period

 

Interests Repurchased

 

Per Interest

 

January 1, 2015 through January 31, 2015

 

104

 

$

568.64

 

February 1, 2015 through February 28, 2015

 

-

 

$

-

 

March 1, 2015 through March 31, 2015

 

-

 

$

-

 

 Total

 

104

 

 

 

 

Item 3. Defaults Upon Senior Securities

                    Not applicable.

 

Item 4. Mine Safety Disclosures

                    Not applicable.

 

Item 5. Other Information

                    Not applicable.

 

  

22 


Item 6. Exhibits

 

  3.1    Certificate of Limited Partnership of Registrant (Incorporated by reference to Exhibit 3.1 to Registrant’s Registration Statement on Form S-1 filed with the SEC on October 6, 2010 (File No. 333-169794)).

 

  4.1    Limited Partnership Agreement of Registrant (Incorporated by reference to Appendix A to Registrant’s Prospectus Supplement No. 3 filed with the SEC on December 28, 2011 (File No.333-169794)).

 

10.1    Investment Management Agreement, by and between ICON ECI Fund Fifteen, L.P. and ICON Capital Corp., dated as of June 3, 2011 (Incorporated by reference to Exhibit 10.2 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 3, 2011 (File No. 333-169794)).

 

10.2    Commercial Loan Agreement, by and between California Bank & Trust and ICON ECI Fund Fifteen, L.P., dated as of May 10, 2011 (Incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed on August 12, 2011).

 

    10.3   Loan Modification Agreement, dated as of March 31, 2013, by and between California Bank & Trust and ICON ECI Fund Fifteen, 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 28, 2013).

 

    10.4   Loan Modification Agreement, by and between California Bank & Trust and ICON ECI Fund Fifteen, L.P., dated as of March 31, 2015.

 

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.

23 


SIGNATURES

 

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

 

ICON ECI Fund Fifteen, L.P.

(Registrant)

 

By: ICON GP 15, LLC

      (General Partner of the Registrant)

 

May 12, 2015

 

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

Managing Director

(Principal Financial and Accounting Officer)

 

 

 

24