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


 
 
 
 
 
 
 
 
 
ICON ECI Fund Sixteen
 
 
 
 
 
 
 
  PORTFOLIO OVERVIEW  
     
     
  FIRST QUARTER 2015  
 
 
 
 
 
 
 
 
 
 
 

 
 
  TABLE OF CONTENTS    
       
       
 
Introduction to Portfolio Overview
 1  
       
  Investment Following the Quarter  1  
       
  Portfolio Overview  2  
       
  Revolving Line of Credit 3  
       
  Performance Analysis  3  
       
  Transactions with Related Parties 4  
       
  Financial Statements  7  
       
  Forward Looking Statements 11  
       
  Additional Information  11  
       
       
 
 

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

We are pleased to present ICON ECI Fund Sixteen’s (the “Fund”) Portfolio Overview for the quarter ended March 31, 2015. References to “we,” “us,” and “our” are references to the Fund, references to the “Managing Owner” are references to the managing owner of the Fund, ICON MT 16, LLC, and references to the “Investment Manager” are references to the investment manager of the Fund, ICON Capital, LLC.
 
The Fund primarily makes investments in, or that are collateralized by, equipment and other corporate infrastructure (collectively, “Capital Assets”). The investments are in companies that utilize Capital Assets to operate their businesses. These investments are primarily structured as debt and debt-like financings such as loans, leases and other structured financing transactions in, or that are collateralized by, Capital Assets.
 
The Fund’s offering period commenced on July 1, 2013 and ended on December 31, 2014. Our Managing Owner determined to cease the offering period earlier than originally anticipated as a result of lower than expected offering proceeds being raised. As of November 12, 2013, we raised a minimum of $1,200,000 from the sale of our Class A shares and Class I shares, at which time shareholders were admitted and we commenced operations. As of June 13, 2014, we raised the $12,500,000 minimum offering amount for the Commonwealth of Pennsylvania. From the commencement of our offering on July 1, 2013 through December 31, 2014, we sold 17,189 Class A shares and 410 Class I shares, representing an aggregate of $17,469,610 of capital contributions. Our operating period commenced on January 1, 2015. During the operating period, we anticipate continuing to invest our offering proceeds and cash generated from operations in Capital Assets.  Following our operating period, we will enter our wind down period, during which time the loans and leases we own will mature or be sold in the ordinary course of business.
  
Investment Following the Quarter
 
The Fund made the following investment after the quarter ended March 31, 2015:

Challenge Mfg. Company, LLC      
Investment Date: 7/10/2015 Collateral: Auxiliary support equipment and robots used in the production of certain automobiles.
Structure: Lease  
Expiration Date: 7/9/2020  
Purchase Price: $9,934,000  
The Fund's Investment: $993,000  

 
 
 
1

 
 
ICON ECI Fund Sixteen
Portfolio Overview
 
As of March 31, 2015, our portfolio consisted of the following investments:

Murray Energy Corporation       
Structure: Lease Collateral:    Mining equipment
Expiration Date: 9/30/2015 Net Carrying Value:
$1,006,082*
Current Status: Performing Credit Loss Reserve: None

Blackhawk Mining, LLC
      
Structure: Lease Collateral:    Mining equipment
Expiration Date:
2/28/2018
Net Carrying Value:
$1,557,414*
Current Status: Performing Credit Loss Reserve: None

D&T Trucking, LLC
      
Structure: Lease Collateral:   
Trucks, trailers and other equipment
Expiration Date:
12/31/2018
Net Carrying Value:
$948,306*
Current Status: Performing Credit Loss Reserve: None

Geokinetics Inc.      
Structure: Lease Collateral: Land-based seismic testing equipment
Expiration Date: 8/31/2017 Net Carrying Value:
$4,633,051**
Current Status: Performing Credit Loss Reserve: None

Premier Trailer Leasing, Inc.
     
Structure: Loan Collateral: Trailers
Maturity Date:
9/24/2020
Net Carrying Value:
$2,637,317***
Current Status: Performing Credit Loss Reserve: None

*Net carrying value of our investment in joint ventures is calculated as follows:  investment at cost plus/less our share of the cumulative net income/loss of the joint venture and less distributions received since the date of our initial investment.
**This investment is through a joint venture that we consolidated and presented on our consolidated balance sheets as net investment in finance lease.  Net 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 includes the recognition of an investment by noncontrolling interests for the share of such investment held by the joint venture’s noncontrolling interest holders.
***Net 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.
 
 
 
2

 
 
ICON ECI Fund Sixteen
Revolving Line of Credit

On March 31, 2015, we extended our revolving line of credit of up to $5,000,000 (the “Facility”) with California Bank & Trust (“CB&T”) through May 30, 2017. 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 the Fund has a beneficial interest. The interest rate for general advances under the Facility is CB&T’s prime rate. We may elect to designate up to five advances on the outstanding principal balance of the Facility to bear interest at the London Interbank Offered Rate plus 2.5% per year. In all instances, borrowings under the Facility are subject to an interest rate floor of 4.0% per year. In addition, we are obligated to pay an annualized 0.5% fee on unused commitments under the Facility. At March 31, 2015, 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 March 31, 2015       $14,462,789
Leverage Ratio
 0.09:1*
% of Receivables Collected for the Quarter ended March 31, 2015  100%**
* Leverage ratio is defined as total liabilities divided by total equity.
** Collections as of October 31, 2015.


One of our objectives is to provide cash distributions to our shareholders.  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 shareholders 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 shares during such period.
 
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.
 
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 shareholders, 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 Shareholders
 
 
 
 
3

 
 
ICON ECI Fund Sixteen
Performance Analysis (continued)
 
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, 2015 through March 31, 2015
               
               
Cash balance at January 1, 2015
  $   4,249,074        
Cash balance at March 31, 2015
$   4,928,443        
               
Net change in cash
        $
                  679,369
 
               
Add Back:
             
 
Distributions paid to shareholders from January 1, 2015 through March 31, 2015
$
                      346,596
 
               
Cash Available from Business Operations (CABO)
      $
                      1,025,965
(1)
                   
                   
(1) Cash available from business operations includes the collection of principal and interest from our investments in notes receivable and finance leases.
   
 
 
Transactions with Related Parties
 
We have entered into certain agreements with our Managing Owner, Investment Manager and CĪON Securities, LLC, formerly known as ICON Securities, LLC (“CĪON Securities”), a wholly-owned subsidiary of our Investment Manager and the dealer-manager of our offering, whereby we paid or pay certain fees and reimbursements to these parties. We paid or pay CĪON Securities (i) a dealer-manager fee for the Class A shares sold in the offering equal to 2% of gross offering proceeds and (ii) a distribution fee equal to 0.55% of gross offering proceeds from Class I shares sold in the offering for managing the distribution of the Class I shares.
 
In addition, we reimbursed our Investment Manager and its affiliates for a portion of organization and offering expenses incurred in connection with our organization and offering of our shares. The reimbursement of these expenses was capped at the lesser of 1.44% of the maximum primary offering amount of $241,000,000 and the actual costs and expenses incurred by our Investment Manager and its affiliates.


 
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ICON ECI Fund Sixteen
Transactions with Related Parties (continued)
 
Through the end of our offering period, our Investment Manager and its affiliates incurred organization and offering costs of $1,759,237 on our behalf in accordance with the terms of our Third Amended and Restated Trust Agreement. Of this amount, our Investment Manager and its affiliates sought reimbursement of $239,758. As of March 31, 2015 and December 31, 2014, $52,144 of such amount is included in due to Investment Manager and affiliates on our consolidated balance sheets. The decision to pay organization and offering costs on our behalf and the decision to seek reimbursement for such costs was solely at the discretion of our Investment Manager and its affiliates. Accordingly, our Investment Manager and its affiliates have determined not to seek reimbursement for the remaining $1,519,479 of organization and offering costs from us.
 
We pay our Investment Manager (i) a management fee equal to 3.5% of the gross periodic payments due and paid from our investments and (ii) acquisition fees of 2.5% of the total purchase price (including indebtedness incurred or assumed therewith) of, or the value of the Capital Assets secured by or subject to, each of our investments. For a more detailed analysis of the fees payable to our Investment Manager, please see the Fund’s prospectus.
 
Administrative expense reimbursements are costs incurred by our Investment Manager or its affiliates that are necessary to our operations. These costs include our Investment Manager’s and its affiliates’ legal, accounting, investor relations and operations personnel, as well as professional fees and other costs that are charged to us. Excluded are salaries and related costs, office rent, travel expenses and other administrative costs incurred by individuals with a controlling interest in our Investment Manager.
 
Our Managing Owner also has a 1% interest in our profits, losses, distributions and liquidation proceeds, subject to increase based on our investors achieving a preferred return. We paid distributions to our Managing Owner of $3,466 and $625 for the three months ended March 31, 2015 and 2014, respectively.  Additionally, our Managing Owner’s interest in the net income (loss) attributable to us was $239 and $(1,848) for the three months ended March 31, 2015 and 2014, respectively.
 
Fees and other expenses incurred by us to our Investment Manager or its affiliates were as follows:
            Three Months Ended March 31,
Entity   Capacity   Description  
2015
 
2014
ICON Capital, LLC   Investment Manager    Offering expense reimbursements (1)
 
$
-
 
55,919
ICON Capital, LLC
 
Investment Manager
  Organization cost reimbursements (2)
 
 
-
   
3,173
ICON Capital, LLC  
Investment Manager
  General and administrative reimbursements (2)
 
 
-
   
34,393
ICON Capital, LLC
 
Investment Manager
  Management fees (2)
 
 
41,060
   
12,286
CĪON Securities, LLC
 
Dealer-manager
  Dealer-manager and distribution fees (1)
 
 
-
   
118,767
ICON Capital, LLC
 
Investment Manager
  Administrative expense reimbursements (2)
 
 
122,855
   
175,593
ICON Capital, LLC
 
Investment Manager
  Acquisition Fees (3)
 
 
-
   
                               101,524
           
$
163,915
 
501,655
(1)  Amount charged directly to shareholders' equity. 
               
(2)  Amount charged directly to operations. 
               
(3)  Amount capitalized and amortized to operations.
           
 
 
 
5

 
 
ICON ECI Fund Sixteen
 
Transactions with Related Parties (continued)
 
At March 31, 2015, we had a net payable of $1,066,760 due to our Investment Manager and affiliates that primarily consisted of administrative expense reimbursements of approximately $772,000, management fees of approximately $105,000 and acquisition fees of approximately $102,000. At December 31, 2014, we had a net payable of $945,186 due to our Investment Manager and affiliates that primarily consisted of administrative expense reimbursements of approximately $649,000, management fees of approximately $105,000 and acquisition fees of approximately $102,000. 
 
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.

 
6

 
 
ICON ECI Fund Sixteen
(A Delaware Statutory Trust)
Financial Statements
Consolidated Balance Sheets
 
          March 31,  
December 31,
         
2015
 
2014
          (unaudited)    
Assets
 
Cash
$
4,928,443
 
$
4,249,074
 
Net investment in note receivable
 
2,637,317
   
                               2,643,487
 
Net investment in finance lease
 
8,908,560
   
                               9,594,485
 
Investment in joint ventures
 
3,511,802
   
4,094,120
 
Other assets
 
105,279
   
15,515
Total assets
$
20,091,401
 
$
20,596,681
Liabilities and Equity
Liabilities:
         
 
Due to Investment Manager and affiliates
$
1,066,760
 
$
945,186
 
Accrued expenses and other liabilities
 
615,615
   
580,337
   
Total liabilities
 
1,682,375
   
1,525,523
                   
Commitments and contingencies
         
                   
Equity:
         
 
Shareholders' capital
         
   
Class A
 
13,828,613
   
14,143,865
   
Class I
 
331,186
   
338,623
     
Total shareholders' capital
 
14,159,799
   
14,482,488
 
Noncontrolling interests
 
4,249,227
   
                               4,588,670
   
Total equity
 
18,409,026
   
19,071,158
Total liabilities and equity
$
20,091,401
 
$
20,596,681
 
 
 
7

 
 
ICON ECI Fund Sixteen
(A Delaware Statutory Trust)
Financial Statements
Consolidated Statements of Operations (unaudited)
 
     
Three Months Ended March 31,
     
2015
 
2014
Revenue:
         
 
Finance income
$
295,404
 
$
                        -
 
Income from investment in joint ventures
 
48,345
   
65,231
   
Total revenue
 
343,749
   
65,231
               
Expenses:
         
 
Management fees
 
41,060
   
12,286
 
Administrative expense reimbursements
 
122,855
   
175,593
 
General and administrative
 
43,425
   
54,823
 
Interest
 
7,945
   
4,165
 
Organization costs
 
-
   
3,173
   
Total expenses
 
215,285
   
250,040
Net income (loss)
 
128,464
   
(184,809)
 
Less: net income attributable to noncontrolling interests
 
104,557
   
                                -
Net income (loss) attributable to Fund Sixteen
$
23,907
 
$
(184,809)
               
Net income (loss) attributable to Fund Sixteen allocable to:
         
 
Additional Class A and Class I shareholders
$
23,668
 
$
(182,961)
 
Managing Owner
 
239
   
(1,848)
     
$
23,907
 
$
(184,809)
               
Additional Class A shares:
         
 
Net income (loss) attributable to Fund Sixteen allocable to additional Class A shareholders
$
23,019
 
$
(180,661)
 
Weighted average number of additional Class A shares outstanding
 
17,189
   
5,053
 
Net income (loss) attributable to Fund Sixteen per weighted average additional Class A share
$
1.34
 
$
(35.76)
               
Additional Class I shares:
         
 
Net income (loss) attributable to Fund Sixteen allocable to additional Class I shareholders
$
649
 
$
(2,300)
 
Weighted average number of additional Class I shares outstanding
 
410
   
65
 
Net income (loss) attributable to Fund Sixteen per weighted average additional Class I share
$
1.58
 
$
(35.65)
 
 
8

 
 
ICON ECI Fund Sixteen
(A Delaware Statutory Trust)
Financial Statements
Consolidated Statement of Changes in Equity
 
   
Class A
 
Class I
       
    Managing Owner   Additional Shareholders  
Total Class A
 
Additional Shareholders
     
Total
   
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Noncontrolling
Interests
 
Shares
 
Amount
Balance, December 31, 2014
0.001
 
$
(12,729)
 
17,189
 
$
14,156,594
 
17,189
 
$
14,143,865
 
      410
 
$
       338,623
 
$
                 4,588,670
 
17,599
 
$
19,071,158
 
Net income
       -
   
239
 
         -
   
23,019
 
         -
   
23,258
 
        -
   
649
   
                  104,557
 
        -
   
128,464
 
Distributions
       -
   
(3,466)
 
         -
   
(335,044)
 
         -
   
(338,510)
 
        -
   
(8,086)
   
                  (444,000)
 
        -
   
(790,596)
Balance, March 31, 2015 (unaudited)
0.001
  $
(15,956)
 
17,189
  $
13,844,569
 
17,189
  $
13,828,613
 
410
 
331,186
  $
   4,249,227
 
17,599
  $
18,409,026
 
 
9

 
 
ICON ECI Fund Sixteen
(A Delaware Statutory Trust)
Financial Statements
Consolidated Statements of Cash Flows (unaudited)
 
     
Three Months Ended March 31,
     
2015
 
2014
Cash flows from operating activities:
         
 
Net income (loss)
$
128,464
 
$
(184,809)
 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
         
   
Finance income
 
20,278
   
-
   
Income from investment in joint ventures
 
(48,345)
   
(65,231)
   
Interest expense from amortization of debt financing costs
 
3,709
   
3,650
   
Interest expense, other
 
4,236
   
515
 
Changes in operating assets and liabilities:
         
   
Other assets
 
(93,473)
   
-
   
Due to Investment Manager and affiliates, net
 
121,574
   
226,442
   
Accrued expenses and other liabilities
 
31,042
   
7,946
   
Distributions from joint ventures
 
85,550
   
                                      45,614
Net cash provided by operating activities
 
253,035
   
34,127
Cash flows from investing activities:
         
 
Principal received on finance lease
 
671,817
   
-
 
Investment in joint ventures
 
-
   
(4,904,295)
 
Distributions received from joint ventures in excess of profit
 
545,113
   
247,794
Net cash provided by (used in) investing activities
 
1,216,930
   
(4,656,501)
Cash flows from financing activities:
         
 
Sale of Class A and Class I shares
 
-
   
5,968,452
 
Sales and offering expenses paid
 
-
   
(383,902)
 
Distributions to noncontrolling interests
 
(444,000)
   
-
 
Distributions to shareholders
 
(346,596)
   
(62,134)
Net cash (used in) provided by financing activities
 
(790,596)
   
5,522,416
Net increase in cash
 
679,369
   
900,042
Cash, beginning of period
 
4,249,074
   
1,027,327
Cash, end of period
$
4,928,443
 
$
1,927,369
               
Supplemental disclosure of non-cash investing and financing activities:
         
 
Offering expenses payable to Investment Manager charged to equity
$
-
 
$
55,919
 
Sales commission trail payable to third parties
$
                                   -
 
$
148,889
 
Acquisition fee payable to Investment Manager
$
-
 
$
101,524
 
Distribution payable to Managing Owner
$
-
 
$
288
 
 
10

 

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

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