Icon Eci Fund Fifteen 10Q 2014 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended	June 30, 2014

or

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

For the transition period from			to

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

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o (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 o No ☑
Number of outstanding limited partnership interests of the registrant on August 8, 2014 is 197,489.

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


				June 30,		December 31,
				2014		2013
				(unaudited)
Assets
	Cash			$	32,390,053	$	24,297,314
	Net investment in notes receivable				62,205,909		80,709,528
	Leased equipment at cost (less accumulated depreciation of
		$18,536,801 and $13,007,968, respectively)			94,760,041		100,288,873
	Net investment in finance leases				51,607,228		53,985,543
	Investment in joint ventures				22,320,738		13,142,459
	Other assets				5,202,666		5,344,488
Total assets				$	268,486,635	$	277,768,205
Liabilities and Equity
Liabilities:
	Non-recourse long-term debt			$	89,399,518	$	96,310,220
	Due to General Partner and affiliates, net				2,511,683		2,940,943
	Accrued expenses and other liabilities				10,723,412		10,718,057
		Total liabilities			102,634,613		109,969,220

Commitments and contingencies (Note 11)

Equity:
	Partners' equity:
		Limited partners			154,570,897		156,859,123
		General Partner			(206,454)		(183,341)
			Total partners' equity		154,364,443		156,675,782
	Noncontrolling interests				11,487,579		11,123,203
			Total equity		165,852,022		167,798,985
Total liabilities and equity				$	268,486,635	$	277,768,205

See accompanying notes to consolidated financial statements.

Table of contents

ICON ECI Fund Fifteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Operations
(unaudited)


			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2014		2013		2014		2013
Revenue:
	Finance income		$	3,670,814	$	3,060,822	$	7,191,522	$	5,095,798
	Rental income			4,582,116		4,571,922		9,164,230		8,836,317
	Income from investment in joint ventures			591,308		165,322		999,341		165,322
	Other income			148,634		65,332		288,499		78,594
		Total revenue		8,992,872		7,863,398		17,643,592		14,176,031

Expenses:
	Management fees			659,794		248,377		909,774		457,868
	Administrative expense reimbursements			421,255		1,073,535		1,103,799		2,043,230
	General and administrative			569,755		330,607		1,062,529		635,072
	Interest			1,299,806		1,251,568		2,630,103		2,279,692
	Depreciation			2,764,417		2,758,791		5,528,833		5,312,968
	Credit loss			-		12,530		-		12,530
		Total expenses		5,715,027		5,675,408		11,235,038		10,741,360
Net income				3,277,845		2,187,990		6,408,554		3,434,671
	Less: net income attributable to noncontrolling interests			371,808		415,224		762,246		651,615
Net income attributable to Fund Fifteen			$	2,906,037	$	1,772,766	$	5,646,308	$	2,783,056

Net income attributable to Fund Fifteen allocable to:
	Limited partners		$	2,876,977	$	1,755,039	$	5,589,845	$	2,755,226
	General Partner			29,060		17,727		56,463		27,830
			$	2,906,037	$	1,772,766	$	5,646,308	$	2,783,056

Weighted average number of limited partnership
	interests outstanding			197,489		187,220		197,489		175,173
Net income attributable to Fund Fifteen per weighted average
	limited partnership interest outstanding		$	14.57	$	9.37	$	28.30	$	15.73

See accompanying notes to consolidated financial statements.

Table of contents

ICON ECI Fund Fifteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Changes in Equity


		Partners' Equity
		Limited						Total
		Partnership		Limited		General		Partners'		Noncontrolling		Total
		Interests		Partners		Partner		Equity		Interests		Equity
Balance, December 31, 2013		197,489	$	156,859,123	$	(183,341)	$	156,675,782	$	11,123,203	$	167,798,985

	Net income	-		2,712,868		27,403		2,740,271		390,438		3,130,709
	Distributions	-		(3,895,749)		(39,351)		(3,935,100)		(343,508)		(4,278,608)
	Investments by noncontrolling interests	-		-		-		-		975		975

Balance, March 31, 2014 (unaudited)		197,489		155,676,242		(195,289)		155,480,953		11,171,108		166,652,061

	Net income	-		2,876,977		29,060		2,906,037		371,808		3,277,845
	Distributions	-		(3,982,322)		(40,225)		(4,022,547)		(63,277)		(4,085,824)
	Investments by noncontrolling interests	-		-		-		-		7,940		7,940

Balance, June 30, 2014 (unaudited)		197,489	$	154,570,897	$	(206,454)	$	154,364,443	$	11,487,579	$	165,852,022

See accompanying notes to consolidated financial statements.

Table of contents

ICON ECI Fund Fifteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
(unaudited)


				Six Months Ended June 30,
				2014		2013
Cash flows from operating activities:
	Net income			$	6,408,554	$	3,434,671
	Adjustments to reconcile net income to net cash provided by operating activities:
		Finance income			839,829		480,535
		Credit loss			-		12,530
		Rental income paid directly to lenders by lessees			(2,837,446)		-
		Income from investment in joint ventures			(999,341)		(165,322)
		Depreciation			5,528,833		5,312,968
		Interest expense on non-recourse financing paid directly to lenders by lessees			295,077		-
		Interest expense from amortization of debt financing costs			105,692		115,253
		Interest expense from amortization of seller's credit			148,104		140,519
		Other financial gain			(194,193)		-
		Paid-in-kind interest			27,318		110,748
		Changes in operating assets and liabilities:
			Other assets		56,659		(1,393,722)
			Deferred revenue		(41,433)		115,962
			Due to General Partner and affiliates, net		(456,578)		(670,813)
			Distributions from joint ventures		190,552		-
			Accrued expenses and other liabilities		96,686		2,990,831
Net cash provided by operating activities					9,168,313		10,484,160
Cash flows from investing activities:
	Purchase of equipment				-		(21,864,780)
	Investment in joint ventures				(8,627,812)		(12,297,208)
	Principal received on finance leases				2,232,692		1,508,525
	Investment in notes receivable				-		(21,927,107)
	Distributions received from joint ventures in excess of profits				258,322		-
	Principal received on notes receivable				17,785,074		1,031,105
Net cash provided by (used in) investing activities					11,648,276		(53,549,465)
Cash flows from financing activities:
	Repayment of non-recourse long-term debt				(4,368,333)		(3,458,333)
	Sale of limited partnership interests				-		46,247,313
	Sales and offering expenses paid				-		(4,282,689)
	Deferred charges paid				-		(240,000)
	Investments by noncontrolling interests				8,915		8,263,568
	Distributions to noncontrolling interests				(406,785)		(429,833)
	Distributions to partners				(7,957,647)		(6,715,763)
Net cash (used in) provided by financing activities					(12,723,850)		39,384,263
Net increase (decrease) in cash					8,092,739		(3,681,042)
Cash, beginning of period					24,297,314		37,990,933
Cash, end of period				$	32,390,053	$	34,309,891

See accompanying notes to consolidated financial statements.

Table of contents

ICON ECI Fund Fifteen, L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
(unaudited)


		Six Months Ended June 30,
		2014		2013
Supplemental disclosure of cash flow information:
	Cash paid for interest	$	2,056,120	$	1,707,485

Supplemental disclosure of non-cash investing and financing activities:
	Organizational and offering expenses charged to equity	$	-	$	1,075,227
	Equipment purchased with non-recourse long-term debt paid directly to lender	$	-	$	22,750,000
	Equipment purchased with subordinated non-recourse financing provided by seller	$	-	$	(4,488,041)
	Extinguishment of minimum rents receivable on net investment in finance lease	$	-	$	4,488,041
	Interest reserve net against principal repayment of note receivable	$	206,250	$	-
	Principal and interest on non-recourse long-term debt
	paid directly to lenders by lessees	$	2,837,446	$	-

See accompanying notes to consolidated financial statements.

Table of contents

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2014

(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, 2013. The results for the interim period are not necessarily indicative of the results for the full year.

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

ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp. (the “Investment Manager”), weighs all credit decisions based on a combination of external credit ratings as well as internal credit evaluations of all borrowers. A borrower’s credit is analyzed using those credit ratings as well as the borrower’s financial statements and other financial data deemed relevant.

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

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

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.

Table of contents

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2014

(unaudited)

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

Recent Accounting Pronouncements

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.

(3) Net Investment in Notes Receivable

Net investment in notes receivable consisted of the following:

	June 30,		December 31,
	2014		2013
Principal outstanding	$	60,796,794	$	78,504,378
Initial direct costs		4,267,757		5,504,320
Deferred fees		(886,112)		(1,326,640)
Credit loss reserve		(1,972,530)		(1,972,530)
Net investment in notes receivable	$	62,205,909	$	80,709,528

On March 9, 2012, we made a term loan in the amount of $5,000,000 to Kanza Construction, Inc. The loan bore interest at 13% per year and was for a period of 60 months. The loan was secured by a first priority security interest in all of Kanza’s assets. As a result of Kanza’s unexpected financial hardship and failure to meet certain payment obligations, the loan was placed on a non-accrual status and we recorded a total credit loss reserve of approximately $1,973,000 for the shortfall of the loan balance not covered by cash proceeds from the sale of the collateral in 2013. As of June 30, 2014, we fully reserved the remaining balance of the loan of $1,972,530. We continue to pursue all legal remedies to obtain payment.

On March 18, 2014, Green Field Energy Services, Inc. and its affiliates (collectively, “Green Field”) satisfied its obligation in connection with a superpriority, secured term loan scheduled to mature on August 26, 2014 by making a prepayment of approximately $7,458,000, comprised of all outstanding principal and accrued interest. No material gain or loss was recorded as a result of this transaction.

On June 6, 2014, NTS Communications, Inc. and certain of its affiliates (collectively, “NTS”) satisfied their obligations in connection with three term loans scheduled to mature on July 1, 2017 by making a prepayment of approximately $9,522,000, comprised of all outstanding principal, accrued interest and a prepayment fee of approximately $362,000. The prepayment fee was recognized as additional finance income.

Table of contents

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2014

(unaudited)

During the three months ended June 30, 2014, substantially all material conditions to closing were satisfied with respect to a commitment to provide a senior secured term loan credit facility to two affiliates of Técnicas Maritimas Avanzadas, S.A. de C.V. (collectively “TMA”) of up to $29,000,000, of which our portion is expected to be $3,625,000. On July 14, 2014, we, ICON Leasing Fund Twelve, LLC (“Fund Twelve”), ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. (“Fund Fourteen”), each an entity also managed by our Investment Manager, and TMA executed the credit facility agreement. The facility will be used by TMA to acquire and refinance two platform supply vessels. The loan will bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin of between 13% and 17% and will be for a period of five years. The loan will be secured by, among other things, a first priority security interest in and earnings from each of the vessels.

(4) Leased Equipment at Cost

Leased equipment at cost consisted of the following:

	June 30,		December 31,
	2014		2013
Marine vessels	$	81,651,931	$	81,651,931
Mining equipment		19,388,279		19,388,278
Oil field services equipment		12,256,632		12,256,632
Leased equipment at cost		113,296,842		113,296,841
Less: accumulated depreciation		18,536,801		13,007,968
Leased equipment at cost, less accumulated depreciation	$	94,760,041	$	100,288,873

Depreciation expense was $2,764,417 and $2,758,791 for the three months ended June 30, 2014 and 2013, respectively. Depreciation expense was $5,528,833 and $5,312,968 for the six months ended June 30, 2014 and 2013, respectively.

(5) Net Investment in Finance Leases

Net investment in finance leases consisted of the following:

	June 30,		December 31,
	2014		2013
Minimum rents receivable	$	67,713,476	$	72,098,307
Estimated unguaranteed residual values		-		328,192
Initial direct costs		1,122,414		1,268,037
Unearned income		(17,228,662)		(19,708,993)
Net investment in finance leases	$	51,607,228	$	53,985,543

On May 30, 2014, Global Crossing Telecommunications, Inc. (“Global Crossing”) exercised its option to purchase certain telecommunications equipment prior to lease expiration at the purchase option price of approximately $328,000. In accordance with the terms of the lease, Global Crossing was required to pay the final monthly lease payment of approximately $60,000.

(6) Investment in Joint Ventures

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

Table of contents

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2014

(unaudited)

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

On March 28, 2014, a joint venture owned 27.5% by us, 60% by Fund Twelve and 12.5% by Fund Sixteen purchased trucks, trailers and other equipment from subsidiaries of D&T Holdings, LLC (“D&T”) for $12,200,000. Simultaneously, the trucks, trailers and other equipment were leased to D&T and its subsidiaries for 57 months. Our contribution to the joint venture was $3,266,352.

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

(7) Non-Recourse Long-Term Debt

As of June 30, 2014 and December 31, 2013, we had non-recourse long-term debt obligations of $89,399,518 and $96,310,220, respectively. As of June 30, 2014, our non-recourse debt obligations had maturity dates ranging from October 1, 2015 to December 31, 2020 and interest rates ranging from 4.0% to 6.0% per year.

At June 30, 2014, we were in compliance with all covenants related to our non-recourse long-term debt.

(8) Revolving Line of Credit, Recourse

We entered into an agreement with California Bank & Trust (“CB&T”) for a revolving line of credit through March 31, 2015 of up to $10,000,000 (the “Facility”), which is secured by all of our assets not subject to a first priority lien. Amounts available under the Facility are subject to a borrowing base that is determined, subject to certain limitations, by the present value of the future receivables under certain loans and lease agreements in which we have a beneficial interest.

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

At June 30, 2014, we had $10,000,000 available under the Facility pursuant to the borrowing base.

(9) Transactions with Related Parties

We paid distributions to our General Partner of $40,225 and $79,576 for the three and six months ended June 30, 2014, respectively. We paid distributions to our General Partner of $36,369 and $67,158 for the three and six months ended June 30, 2013, respectively. Additionally, our General Partner’s interest in the net income attributable to us was $29,060 and $56,463 for the three and six months ended June 30, 2014, respectively. Our General Partner’s interest in the net income attributable to us was $17,727 and $27,830 for the three and six months ended June 30, 2013, respectively.

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

Table of contents

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2014

(unaudited)



			Three Months Ended				Six Months Ended
			June 30,				June 30,
Entity	Capacity	Description	2014		2013		2014		2013
		Organizational and
		offering expense
ICON Capital, LLC	Investment Manager	reimbursements ⁽¹⁾	$	-	$	101,039	$	-	$	243,063
ICON Securities, LLC	Dealer-manager	Dealer-manager fees ⁽²⁾		-		677,593		-		1,319,845
ICON Capital, LLC	Investment Manager	Acquisition fees ⁽³⁾		315,625		2,129,769		624,598		3,419,892
ICON Capital, LLC	Investment Manager	Management fees ⁽⁴⁾		659,794		248,377		909,774		457,868
		Administrative expense
ICON Capital, LLC	Investment Manager	reimbursements ⁽⁴⁾		421,255		1,073,535		1,103,799		2,043,230
Fund Fourteen	Noncontrolling interest	Interest expense ⁽⁴⁾		101,565		98,461		201,505		193,739
			$	1,498,239	$	4,328,774	$	2,839,676	$	7,677,637

(1) Amount capitalized and amortized to partners' equity.
(2) Amount charged directly to partners' equity.
(3) Amount capitalized and amortized to operations.
(4) Amount charged directly to operations.

At June 30, 2014, we had a net payable of $2,511,683 due to our General Partner and its affiliates that primarily consisted of a note payable of approximately $2,603,000 and accrued interest of $29,000 due to Fund Fourteen related to its noncontrolling interest in a vessel, the Lewek Ambassador. At December 31, 2013, we had a net payable of $2,940,943 due to our General Partner and its affiliates that primarily consisted of a note payable of approximately $2,575,000 and accrued interest of $30,000 due to Fund Fourteen related to its noncontrolling interest in the Lewek Ambassador, and administrative expense reimbursements of approximately $494,000 due to our Investment Manager.

(10) Fair Value Measurements

Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

· Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

· Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

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

Assets and Liabilities for which Fair Value is Disclosed

Certain of our financial assets and liabilities, which include fixed-rate notes receivable, fixed-rate non-recourse long-term debt and seller’s credits, for which fair value is required to be disclosed, were valued using inputs that are generally unobservable and are supported by little or no market data and are therefore classified within Level 3. 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, other than lease-related investments, approximates fair value due to their short-term maturities and variable interest rates.

Table of contents

ICON ECI Fund Fifteen, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

June 30, 2014

(unaudited)

The estimated fair value of our fixed-rate notes receivable, fixed-rate non-recourse long-term debt and seller’s credits was based on the discounted value of future cash flows related to the loans based on recent transactions of this type. Principal outstanding on fixed-rate notes receivable was discounted at rates ranging between 12% and 17% per year. Principal outstanding on fixed-rate non-recourse long-term debt and the seller’s credits was discounted at a rate of 5.04% per year.

	June 30, 2014
		Carrying	Fair Value
		Amount	(Level 3)
Principal outstanding on fixed-rate notes receivable	$	58,824,264	$	58,824,264

Principal outstanding on fixed-rate non-recourse long-term debt	$	68,469,518	$	69,935,872

Seller's credits	$	6,092,231	$	5,963,559

(11) Commitments and Contingencies

At the time we acquire or divest of our interest in Capital Assets, we may, under very limited circumstances, agree to indemnify the seller or buyer for specific contingent liabilities. Our General Partner believes that any liability of ours that may arise as a result of any such indemnification obligations will not have a material adverse effect on our consolidated financial condition or results of operations taken as a whole.

At June 30, 2014, we had non-recourse and other debt obligations. The lender has a security interest in the majority of the assets collateralizing each non-recourse debt instrument and an assignment of the rental payments under the lease associated with the assets. If the lessee defaults on the lease, the assets could be returned to the lender in extinguishment of the non-recourse debt. At June 30, 2014, our outstanding non-recourse long-term indebtedness was $89,399,518.

In connection with certain investments, we are required to maintain restricted cash balances with certain banks. Restricted cash of approximately $1,194,000 and $1,202,000 is presented within other assets on our consolidated balance sheets at June 30, 2014 and December 31, 2013, respectively.

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 $135,000 at June 30, 2014 and is included in accrued expenses and other liabilities on our consolidated balance sheets.

Table of contents

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

The following is a discussion of our current financial position and results of operations. This discussion should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2013. This discussion should also be read in conjunction with the disclosures below regarding “Forward-Looking Statements.”

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 have been invested, it is anticipated that additional investments will 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 for five years from June 6, 2013, the date we completed our offering. This time frame is called the “operating period” and 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.”

We seek to generate returns in three ways. We seek to:

· generate 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);

· generate deferred cash flow by realizing the value of certain Capital Assets or interests therein at the maturity of the investment; and

· generate a combination of both current and deferred cash flow from other structured investments.

Table of contents

In the case of secured loans and other financing transactions, the principal and interest payments due under the loan are expected to provide a return of and a return on the amount we lend to borrowers. In the case of leases where there is significant current cash flow generated during the primary term of the lease and the value of the Capital Assets at the end of the term will be minimal or is not considered a primary reason for making the investment, the rental payments due under the lease are expected to be, in the aggregate, sufficient to provide a return of and a return on the purchase of the leased Capital Assets.

In the case of investments in leased Capital Assets that decline in value at a slow rate due to the long economic life of such Capital Assets, we expect that we will generate sufficient net proceeds at the end of the investment from the sale or re-lease of such Capital Assets. In the case of operating leases, we expect most, if not all, of the return of and the return on such investments to be realized upon the sale or re-lease of the Capital Assets. For leveraged leases, we expect the rental income we receive to be less than the purchase price of the Capital Assets because we will structure these transactions to utilize some or all of the lease rental payments to reduce the amount of non-recourse indebtedness used to acquire such assets.

In some cases with respect to the above investments, we may acquire equity interests, as well as warrants or other rights to acquire equity interests, in the borrower or lessee that may increase the expected return on our investments.

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 seven other public equipment funds.

Recent Significant Transactions

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

Notes Receivable

· On March 18, 2014, Green Field satisfied its obligation in connection with a superpriority, secured term loan scheduled to mature on August 26, 2014 by making a prepayment of approximately $7,458,000, comprised of all outstanding principal and accrued interest. No material gain or loss was recorded as a result of this transaction.

· On June 6, 2014, NTS satisfied their obligations in connection with three term loans scheduled to mature on July 1, 2017 by making a prepayment of approximately $9,522,000, comprised of all outstanding principal, accrued interest and a prepayment fee of approximately $362,000. The prepayment fee was recognized as additional finance income.

· During the three months ended June 30, 2014, substantially all material conditions to closing were satisfied with respect to a commitment to provide a senior secured term loan credit facility to TMA of up to $29,000,000, of which our portion is expected to be $3,625,000. On July 14, 2014, we, Fund Twelve, Fund Fourteen and TMA executed the credit facility agreement. The facility will be used by TMA to acquire and refinance two platform supply vessels. The loan will bear interest at LIBOR plus a margin of between 13% and 17% and will be for a period of five years. The loan will be secured by, among other things, a first priority security interest in and earnings from each of the vessels. We expect to fund our commitment under the facility during the three month period ending September 30, 2014.

Mining Equipment

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

Marine Vessels

Table of contents

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

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

Trucks and Trailers

· On March 28, 2014, a joint venture owned 27.5% by us, 60% by Fund Twelve and 12.5% by Fund Sixteen purchased trucks, trailers and other equipment from subsidiaries of D&T for $12,200,000. Simultaneously, the trucks, trailers and other equipment were leased to D&T and its subsidiaries for 57 months. Our contribution to the joint venture was $3,266,352.

Telecommunications Equipment

· On May 30, 2014, Global Crossing exercised its option to purchase certain telecommunications equipment prior to lease expiration at the purchase option price of approximately $328,000. In accordance with the terms of the lease, Global Crossing was required to pay the final monthly lease payment of approximately $60,000.

Acquisition Fees

· We paid total acquisition fees to our Investment Manager of $315,625 and $624,598 during the three and six months ended June 30, 2014.

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. 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 June 30, 2014 (the “2014 Quarter”) and 2013 (the “2013 Quarter”)

We entered into our operating period on June 7, 2013, during which we will continue to make investments with the cash generated from our initial investments to the extent that the cash is not used for expenses, reserves and distributions to limited partners. As our investments mature, we may reinvest the proceeds in additional investments in Capital Assets.

Financing Transactions

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

Table of contents

	June 30, 2014			December 31, 2013
		Net	Percentage of		Net	Percentage of
		Carrying	Total Net		Carrying	Total Net
Asset Type		Value	Carrying Value		Value	Carrying Value
Marine - product tankers	$	30,424,579	27%	$	31,262,890	23%
Platform supply vessel		21,182,649	19%		22,135,705	16%
Oil field services equipment		20,629,721	18%		28,259,026	21%
Lubricant manufacturing and blending equipment		9,384,313	8%		9,430,935	7%
Vessel - tanker		7,531,579	7%		7,612,365	6%
Trailers		6,738,148	6%		7,105,225	5%
Marine - asphalt carrier		6,258,704	5%		6,825,681	5%
Marine - dry bulk vessels		5,674,918	5%		5,752,690	4%
Metal pipe and tube manufacturing equipment		2,506,752	2%		2,526,063	2%
Rail support construction equipment		1,838,866	2%		1,931,228	2%
Aircraft parts		1,642,908	1%		1,687,868	1%
Telecommunications equipment		-	-		10,165,395	8%
	$	113,813,137	100%	$	134,695,071	100%

The net carrying value of our financing transactions includes the balances of our net investment in notes receivable and our net investment in finance leases, which are included in our consolidated balance sheets.

During the 2014 Quarter and the 2013 Quarter, certain customers generated significant portions (defined as 10% or more) of our total finance income as follows:

		Percentage of Total Finance Income
Customer	Asset Type	2014 Quarter	2013 Quarter
Varada Ten Pte. Ltd.	Oil field services equipment	18%	-
Gallatin Marine Management, LLC	Platform supply vessel	17%	22%
NTS Communications, Inc.	Telecommunications equipment	15%	10%
Lubricating Specialties Company	Lubricant manufacturing and blending equipment	8%	13%
		58%	45%

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

The foregoing 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 or finance 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.

Operating Lease Transactions

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

	June 30, 2014			December 31, 2013
		Net	Percentage of		Net	Percentage of
		Carrying	Total Net		Carrying	Total Net
Asset Type		Value	Carrying Value		Value	Carrying Value
Marine - container vessels	$	73,867,849	78%	$	76,405,717	76%
Mining equipment		10,854,187	11%		13,033,237	13%
Oil field services equipment		10,038,005	11%		10,849,919	11%
	$	94,760,041	100%	$	100,288,873	100%

The net carrying value of our operating lease transactions includes the balance of our leased equipment at cost, which is

Table of contents

included in our consolidated balance sheets.

During the 2014 Quarter and the 2013 Quarter, certain customers generated significant portions (defined as 10% or more) of our total rental income as follows:

		Percentage of Total Rental Income
Customer	Asset Type	2014 Quarter	2013 Quarter
Hoegh Autoliners Shipping AS	Marine - container vessels	54%	54%
Murray Energy Corporation	Mining equipment	33%	33%
Go Frac, LLC	Oil field services equipment	13%	13%
		100%	100%

The foregoing 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 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.

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

		Three Months Ended June 30,
		2014		2013		Change
Finance income		$	3,670,814	$	3,060,822	$	609,992
Rental income			4,582,116		4,571,922		10,194
Income from investment in joint ventures			591,308		165,322		425,986
Other income			148,634		65,332		83,302
	Total revenue	$	8,992,872	$	7,863,398	$	1,129,474

Total revenue for the 2014 Quarter increased $1,129,474, or 14.4%, as compared to the 2013 Quarter. The increase in revenue was primarily due to entering into four new notes receivable and four new joint ventures subsequent to the 2013 Quarter. This increase was partially offset by the prepayment of four notes receivable subsequent to the 2013 Quarter.

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

		Three Months Ended June 30,
		2014		2013		Change
Management fees		$	659,794	$	248,377	$	411,417
Administrative expense reimbursements			421,255		1,073,535		(652,280)
General and administrative			569,755		330,607		239,148
Interest			1,299,806		1,251,568		48,238
Depreciation			2,764,417		2,758,791		5,626
Credit loss			-		12,530		(12,530)
	Total expenses	$	5,715,027	$	5,675,408	$	39,619

Total expenses for the 2014 Quarter increased $39,619, or 0.7%, as compared to the 2013 Quarter. The increase was primarily related to an increase in management fees due to the prepayment of one note receivable during the 2014 Quarter and an increase in general and administrative expenses due to an increase in legal and state tax expenses. These increases were partially offset by a decrease in administrative expense reimbursements due to lower costs incurred on our behalf by our Investment Manager.

Net Income Attributable to Noncontrolling Interests

Table of contents

Net income attributable to noncontrolling interests decreased $43,416, from $415,224 in the 2013 Quarter to $371,808 in the 2014 Quarter. The decrease was primarily due to an increase in interest expense related to additional non-recourse long-term debt entered into subsequent to the 2013 Quarter.

Net Income Attributable to Fund Fifteen

As a result of the foregoing factors, net income attributable to us for the 2014 Quarter and 2013 Quarter was $2,906,037 and $1,772,766, respectively. The net income attributable to us per weighted average additional Interest outstanding for the 2014 Quarter and the 2013 Quarter was $14.57 and $9.37, respectively.

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

Financing Transactions

During the 2014 Period and the 2013 Period, certain customers generated significant portions (defined as 10% or more) of our total finance income as follows:

		Percentage of Total Finance Income
Customer	Asset Type	2014 Period	2013 Period
Varada Ten Pte. Ltd.	Oil field services equipment	18%	-
Gallatin Marine Management, LLC	Platform supply vessel	17%	26%
NTS Communications, Inc.	Telecommunications equipment	12%	12%
		47%	38%

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

The foregoing percentages are only as of a stated period and are not expected to be comparable in future periods. Further, these percentages are only representative of the percentage of finance income 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.

Operating Lease Transactions

During the 2014 Period and the 2013 Period, 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	2014 Period	2013 Period
Hoegh Autoliners Shipping AS	Marine - container vessels	54%	56%
Murray Energy Corporation	Mining equipment	33%	34%
Go Frac, LLC	Oil field services equipment	13%	10%
		100%	100%

The foregoing 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 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.

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

Table of contents

		Six Months Ended June 30,
		2014		2013		Change
Finance income		$	7,191,522	$	5,095,798	$	2,095,724
Rental income			9,164,230		8,836,317		327,913
Income from investment in joint venture			999,341		165,322		834,019
Other income			288,499		78,594		209,905
	Total revenue	$	17,643,592	$	14,176,031	$	3,467,561

Total revenue for the 2014 Period increased $3,467,561, or 24.5%, as compared to the 2013 Period. The increase in revenue was primarily due to entering into four new notes receivable and four new joint ventures subsequent to the 2013 Period. This increase was partially offset by the prepayment of four notes receivables subsequent to the 2013 Period.

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

		Six Months Ended June 30,
		2014		2013		Change
Management fees		$	909,774	$	457,868	$	451,906
Administrative expense reimbursements			1,103,799		2,043,230		(939,431)
General and administrative			1,062,529		635,072		427,457
Interest			2,630,103		2,279,692		350,411
Depreciation			5,528,833		5,312,968		215,865
Credit loss			-		12,530		(12,530)
	Total expenses	$	11,235,038	$	10,741,360	$	493,678

Total expenses for the 2014 Period increased $493,678, or 4.6%, as compared to the 2013 Period. The increase primarily related to (i) an increase in management fees due to the prepayment of two notes receivable during the 2014 Period, (ii) an increase in general and administrative expenses due to an increase in legal and state tax expenses, (iii) an increase in interest expense on our additional non-recourse long-term debt and (iv) an increase in depreciation expense due to the purchase of equipment pursuant to a new operating lease entered into during the 2013 Period. These increases were partially offset by a decrease in administrative expense reimbursements due to lower costs incurred on our behalf by our Investment Manager.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests increased $110,631, from $651,615 in the 2013 Period to $762,246 in the 2014 Period. The increase was primarily due to net income related to our joint ventures with Fund Fourteen, which invested in two new finance leases during the 2013 Period.

Net Income Attributable to Fund Fifteen

As a result of the foregoing factors, net income attributable to us for the 2014 Period and 2013 Period was $5,646,308 and $2,783,056, respectively. The net income attributable to us per weighted average additional Interest outstanding for the 2014 Period and the 2013 Period was $28.30 and $15.73, respectively.

Financial Condition

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

Total Assets

Total assets decreased $9,281,570, from $277,768,205 at December 31, 2013 to $268,486,635 at June 30, 2014. The decrease in total assets was primarily the result of distributions paid to our partners and noncontrolling interests and depreciation of our leased equipment at cost. These decreases were partially offset by our operating income during the 2014 Period.

Total Liabilities

Table of contents

Total liabilities decreased $7,334,607, from $109,969,220 at December 31, 2013 to $102,634,613 at June 30, 2014. The decrease was primarily the result of scheduled repayments of our non-recourse long-term debt during the 2014 Period.

Equity

Equity decreased $1,946,963, from $167,798,985 at December 31, 2013 to $165,852,022 at June 30, 2014. The decrease primarily related to distributions paid to our partners and noncontrolling interests, partially offset by our net income in the 2014 Period.

Liquidity and Capital Resources

Summary

At June 30, 2014 and December 31, 2013, we had cash of $32,390,053 and $24,297,314, 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 June 30, 2014, 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 are using the net proceeds of the offering and cash from operations to invest in Capital Assets located in North America, Europe and other developed markets, including those in Asia and elsewhere. We have sought and continue to seek to acquire a portfolio of Capital Assets that is comprised of transactions that 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 from 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 June 30, 2014, we had $10,000,000 available to us under the Facility pursuant to the borrowing base to fund our short-term liquidity needs. For additional information, see Note 8 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.

From the commencement of our offering period 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. From the commencement of our offering period through June 6, 2013, we paid sales commissions to third parties of $13,103,139 and dealer-manager fees to ICON Securities, LLC, formerly known as ICON Securities Corp., an affiliate of our General Partner and the dealer-manager of the offering of the Interests (“ICON Securities”), of $5,749,021. In addition, organizational and offering expenses of $2,730,919 were paid or incurred by us, our General Partner or its affiliates during the offering period.

Cash Flows

Operating Activities

Cash provided by operating activities decreased $1,315,847, from $10,484,160 in the 2013 Period to $9,168,313 in the 2014 Period. The decrease was primarily related to the receipt of a security deposit during the 2013 Period, partially offset by an increase in our receipt of finance income during the 2014 Period.

Table of contents

Investing Activities

Cash from investing activities increased $65,197,741, from a use of cash of $53,549,465 in the 2013 Period to a source of cash of $11,648,276 in the 2014 Period. The increase was primarily related to (i) our investment in equipment and notes receivable during the 2013 Period without corresponding investments during the 2014 Period, (ii) an increase in our receipt of principal on finance leases and notes receivable during the 2014 Period and (iii) a decrease in cash used to invest in joint ventures during the 2014 Period as compared to the 2013 Period.

Financing Activities

Cash from financing activities decreased $52,108,113, from a source of cash $39,384,263 in the 2013 Period to a use of cash of $12,723,850 in the 2014 Period. The decrease was primarily due to (i) our offering period ending on June 6, 2013, (ii) a decrease in contributions in joint ventures by noncontrolling interests and (iii) an increase in distributions to partners.

Non-Recourse Long-Term Debt

We had non-recourse long-term debt obligations at June 30, 2014 of $89,399,518 related to certain vessels, the Lewek Ambassador, the Hoegh Copenhagen, the Ardmore Capella and the Ardmore Calypso, and certain mining and oil field services equipment. As of December 31, 2013, we had non-recourse long-term debt obligations of $96,310,220. Our non-recourse long-term debt obligations consist of notes payable in which the lender has a security interest in the underlying assets. If the lessee were to default on the underlying lease, resulting in our default on the non-recourse long-term debt, the assets could be returned to the lender in extinguishment of that debt.

At June 30, 2014, 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 $79,576, $7,878,071 and $406,785 to our General Partner, limited partners and noncontrolling interests, respectively, during the 2014 Period.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

In connection with certain investments, we are required to maintain restricted cash balances with certain banks. Our restricted cash amounts of approximately $1,194,000 and $1,202,000 are presented within other assets on our consolidated balance sheets at June 30, 2014 and December 31, 2013, respectively.

Off-Balance Sheet Transactions

None.

Table of contents

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 June 30, 2014, our General Partner carried out an evaluation, under the supervision and with the participation of the management of our General Partner, including its Co-Chief Executive Officers and the Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our General Partner’s disclosure controls and procedures as of the end of the period covered by this report pursuant to the Securities Exchange Act of 1934, as amended. Based on the foregoing evaluation, the Co-Chief Executive Officers and the Principal Financial and Accounting Officer concluded that our General Partner’s disclosure controls and procedures were effective.

In designing and evaluating our General Partner’s disclosure controls and procedures, our General Partner recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our General Partner’s disclosure controls and procedures have been designed to meet reasonable assurance standards. Disclosure controls and procedures cannot detect or prevent all error and fraud. Some inherent limitations in disclosure controls and procedures include costs of implementation, faulty decision-making, simple error and mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all anticipated and unanticipated future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with established policies or procedures.

Evaluation of internal control over financial reporting

There have been no changes in our internal control over financial reporting during the three months ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of contents

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 or repurchase any Interests during the three months ended June 30, 2014.

Our Registration Statement on Form S-1, as amended, was declared effective by the Securities and Exchange Commission on June 6, 2011 (SEC File No. 333-169794). Our offering period commenced on June 6, 2011 and terminated on June 6, 2013.

During the period from June 6, 2011 through June 6, 2013, we received additional capital contributions in the amount of $196,688,918. From the commencement of our offering period through June 6, 2013, we paid or accrued sales commissions to third parties of $13,103,139 and dealer-manager fees to ICON Securities of $5,749,021. In addition, organizational and offering expenses in the amount of $2,730,919 were paid or accrued by us, our General Partner or its affiliates during this period. Net offering proceeds to us after deducting the expenses described were $175,105,839 during this period.

See the disclosure under “Recent Significant Transactions” in Item 2 of Part I for a discussion of the investments we have made with our net offering proceeds.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Table of contents

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).

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.

Table of contents

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)

August 12, 2014

By: /s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

By: /s/ Mark Gatto

Mark Gatto

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

By: /s/ Nicholas A. Sinigaglia

Nicholas A. Sinigaglia

Managing Director

(Principal Financial and Accounting Officer)

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. freshman Avg

Icon Eci Fund Fifteen 10-Q2014 Q2 Quarterly report

Content analysis